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--- wplug:about:governance:bylaws [2026/04/14 05:00] – [II. Membership and Voting Rights] generaliroh
+++ wplug:about:governance:bylaws [2026/04/28 00:44] (current) – [Article X: Purpose] generaliroh
@@ Line 1: / Line 1: @@
-====== Interim Bylaws of the WPLUG Collective ======
+====== Bylaws of the Western Pennsylvania Linux Users Group ======
-//Status: Interim / Pending First Collective Vote//
+//Status: Interim—pending first collective vote//
 //Effective Date: April 14, 2026//
-These bylaws serve as the provisional governing framework for the revival of the Western Pennsylvania Linux Users Group (WPLUG). They are designed to transition the group from its founding phase to a fully member-governed collective.
+WPLUG is an unincorporated collective aspiring to become a Pennsylvania nonprofit corporation. These bylaws are drafted in anticipation of that filing.
-====== I. The Provisional Period ======
+//Note: First member dues shall be allocated toward incorporation filing fees.//
-Until the first official election cycle is completed, **J** serves as the **Provisional Chairperson**. During this period, the Provisional Chairperson holds full authority to establish infrastructure, define initial roles, and manage the transition to the collective model.
-====== II. Membership and Voting Rights ======
+----
-Voting membership is the primary mechanism for directing the collective.
-  * **Eligibility:** To be a voting member, an individual must:
+===== Article I: The Provisional Period =====
-    * 1. Have been a member for longer than one voting cycle (members may vote in the cycle immediately following the one in which they joined).
-    * 2. Maintain a non-template public Wiki page in the `wplug:members` namespace.
-  * **Conduct and Exile:** Membership is contingent on "good behavior." A member may be exiled from the collective by a **9/13ths majority** vote.
-    * //Note: Abstainments decrease the total number of votes required to meet this majority threshold.//
-====== III. Leadership and Portfolios ======
+Until **2 voting members** have joined and affirmed J NFN as Chairperson, J NFN will serve as the **Provisional Chairperson**. During this transition, the Provisional Chairperson holds the full authority necessary to establish our infrastructure, define initial roles, and manage the shift to a collective model.
-WPLUG is governed by a Leadership body consisting of specific portfolios. These roles are designed to facilitate both technical operations and legal standing as a non-profit under Pennsylvania law.
-  * **Core Portfolios:**
+All officers are directors. The President is also the Chairperson.
-      * **Chairperson:** The strategic lead and final arbiter.
-      * **Secretary:** Responsible for record-keeping and meeting minutes.
-      * **Treasurer:** Responsible for financial oversight and reporting.
-      * **Wiki Manager:** Oversight of the knowledge base and documentation.
-      * **Infrastructure Manager:** Management of servers, IRC, and network services.
-      * **FOSS Advisor:** Technical guidance on open-source standards and sovereignty.
-      * **Event Manager:** Coordination of local meetups and InstallFests.
-  * **Expansion:** Additional roles may be created as needed to meet legal or operational requirements.
-====== IV. The Role of the Chairperson ======
+//Note: Once 2 voting members have joined and affirmed the Chairperson, this provisional period ends and the first official election cycle begins.//
-The Chairperson is the pivot point between the Leadership and the Collective.
-  * **Mandate:** The Chairperson is charged with relying on the Leadership to steer WPLUG forward and ensure the organization always seeks the "next step" in its growth.
+----
-  * **Administrative Duties:** Ensures the organization remains in good standing via mandatory monthly meetings and the review of meeting minutes for accuracy.
-  * **Decision Power:** The Chairperson has final say on all proposals, subject to the 3/5ths Leadership overrule (as defined in the Voting Procedures).
-====== V. Removal and Recall ======
+===== Article II: Membership and Voting Rights =====
-Leadership is accountable to the membership via a rapid recall process.
-  * **Trigger:** A removal process begins when two members bring forth a petition to remove a specific leader.
+The collective is directed by its voting members. If you want a voice, you need a vote.
-  * **Timeline:** Once the petition is seconded, a vote must be held no later than **three (3) days** following the seconding.
-====== VI. Amendments ======
+==== 1. Eligibility ====
-These bylaws may be amended through the following chain of approval:
-. **Leadership Proposal:** Approval by **2/3rds** of the Leadership body.
+To prevent flash-voting manipulation and ensure a baseline of community engagement, you must meet the following requirements to vote:
-. **Chairperson Approval:** Approval by the Chairperson (this step may be forced by a **3/5ths** majority of Leadership).
+  * **The Grace Period:** You must have been a member for longer than one complete voting cycle. You earn your voting rights in the cycle immediately following the one in which you joined.
-. **Member Ratification:** Final approval by **3/5ths** of the voting membership.
+  * **The Wiki Rule:** You must maintain a public Wiki page in the ''wplug:members'' namespace. This cannot simply be a blank template.
+  * **The Bylaws Rule:** You must affirm that you have read and understood these Bylaws in full.
+==== 2. Conduct and Removal ====
+Membership is strictly contingent on "good behavior". If a member becomes detrimental to the collective, they may be removed.
+  * **The Math:** Removal requires a **9/13ths majority** vote.
+  * **Abstentions:** If you abstain, you decrease the total number of votes required to meet that 9/13ths majority threshold.
+----
+===== Article III: Leadership =====
+WPLUG is governed by a Leadership body. These roles handle both our technical operations and our legal obligations as a Pennsylvania nonprofit corporation.
+==== 1. Core Roles ====
+**Legally Required (15 Pa.C.S. §5732):**
+  * **President / Chairperson:** The strategic lead, chief executive, and final arbiter. Presides over meetings. Signs contracts and legal documents. Has full executive authority, including declaring "emergent" decisions when immediate action is required. The President / Chairperson alone determines whether a situation qualifies as emergent.
+  * **Secretary:** Responsible for record-keeping, meeting minutes, and official correspondence.
+  * **Treasurer:** Responsible for financial oversight, reporting, and state and federal filings.
+**WPLUG-Specific:**
+  * **Infrastructure Lead:** Manages servers, IRC, DNS, wiki, backups, and network services.
+  * **Community Lead:** Welcome wagon, event wrangler, conflict resolution.
+  * **Education Lead:** Workshops, labs, curriculum, mentoring.
+  * **Membership Lead:** Directory, applications, engagement tracking.
+  * **Outreach Lead:** Social media, partnerships, promotion.
+//Note: Additional roles may be created as needed to satisfy future legal or operational requirements.//
+==== 2. The Chairperson's Mandate ====
+The Chairperson acts as the pivot point between the Leadership and the Collective.
+  * **Duty to Steer:** The Chairperson is charged with relying on the Leadership to steer WPLUG forward and must constantly seek the "next step" in the organization's growth.
+  * **Administrative Obligations:** The Chairperson ensures we remain in good standing by running mandatory monthly meetings and reviewing the minutes for accuracy.
+  * **Decision Power:** The Chairperson has the final say on all proposals. However, Leadership can overrule the Chair's decision with a **3/5ths majority** vote.
+  * **Emergency Override:** An emergency quorum may be convened to override the Chairperson's emergent actions.
+==== 3. Elections ====
+  * All roles are elected by simple majority of voting members.
+  * Term: one year unless bylaws specify otherwise.
+  * The Chairperson may appoint interim officers until elections are held.
+  * If no one volunteers for a specific role, two members will be randomly selected to run for it. Critical functions will not remain vacant.
+==== 4. Removal ====
+Any officer may be removed by a **5/7ths** vote of the membership.
+----
+===== Article IV: Decision-Making =====
+==== 1. Scope ====
+Votes are held only on matters involving the direction or actions of WPLUG. Not every decision requires a vote.
+==== 2. Absence and Quorum ====
+Absence from a quorum reduces the number of votes needed to make a decision.
+  * //Example:// If 8 roles exist and only 6 are present, 4 votes are needed to act.
+==== 3. Technical Decisions ====
+Technical decisions are made by a committee composed of at least one director plus as many members or directors as needed to arrive at a decision. The technical committee operates independently of general membership votes.
+----
+===== Article V: Voting and Elections =====
+Our voting system is transparent and member-driven. Voting is not just limited to elections; any Leadership member can call an on-demand vote on any matter at any time.
+==== 1. The Platform ====
+All official votes are conducted on our self-hosted **Loomio** instance. This provides structured discussions and a verifiable audit trail. Past results are open to the public at our Voting Group: [[https://vote.wplug.net/wplug|WPLUG Voting History]].
+==== 2. Election Cycles and Terms ====
+We use staggered elections to preserve continuity.
+  * **Leadership Seats:** All non-Chair leadership roles are vacated and re-elected **biannually**.
+  * **Chairperson:** The Chairperson role is vacated **annually**.
+  * **Term Limits:** There are none. Members may be re-elected indefinitely.
+  * **The Substitute:** During the annual Chairperson election, we also elect one **Substitute**. This person is eligible for the Chair role and ensures a smooth transition if the new Chair vacates a previous Leadership seat.
+==== 3. Nominations ====
+Governance requires active participation and a willingness to serve.
+  * **Self-Nomination:** Any eligible member may nominate themselves for a leadership role.
+  * **The "Duty" Clause:** If no one volunteers for a specific role, we will randomly select two members to run for it. We will not allow a critical function of this collective to remain vacant.
+----
+===== Article VI: Accountability (Removal and Recall) =====
+Leadership is strictly accountable to the membership via a rapid recall process.
+  * **The Trigger:** The removal process begins the moment two members bring forth a petition to remove a specific leader.
+  * **The Clock:** Once that petition is seconded, a recall vote must be held no later than **three (3) days** following the seconding.
+----
+===== Article VII: Amending the Bylaws =====
+These bylaws are a living document, but changing them requires a strict chain of approval.
+  * **Step 1: Leadership Proposal.** Requires approval by **2/3rds** of the Leadership body.
+  * **Step 2: Chairperson Approval.** Requires approval by the Chairperson. //(Note: If the Chair blocks the amendment, this step can be forced through by a **3/5ths** majority of Leadership.)//
+  * **Step 3: Member Ratification.** Requires final approval by **3/5ths** of the voting membership.
+----
+===== Article VIII: Rules of Order =====
+WPLUG rejects Robert's Rules of Order. Our rules are simple:
+  * **Discuss.** Engage in discourse. Say what you think.
+  * **Vote.** When a matter is called to a vote, vote.
+  * **Speak freely.** You are as free to speak here as you are on the street or in the public square.
+No parliamentary maneuvering. No point of order gymnastics. Just people talking, listening, and deciding together.
+//For matters not covered by these Bylaws, common sense and mutual respect apply.//
+===== Article IX: Offices =====
+The principal office of WPLUG shall be located in the Pittsburgh greater area, Pennsylvania. The Board may establish other offices as needed.
+----
+===== Article X: Purpose =====
+WPLUG is organized exclusively for educational purposes within the meaning of Section 501%%(c)%%(3) of the Internal Revenue Code, including but not limited to: promoting knowledge of Linux and Free/Open Source Software; fostering digital sovereignty through education and community; and providing a forum for technical collaboration in Western Pennsylvania.
+//Note: WPLUG is currently an unincorporated collective. These bylaws are drafted in anticipation of filing as a Pennsylvania nonprofit corporation. First member dues shall be allocated toward filing fees.//
+----
+===== Article XI: Indemnification =====
+WPLUG shall indemnify any director or officer against expenses actually and reasonably incurred in connection with any proceeding if they acted in good faith and in a manner they reasonably believed to be in the best interests of the organization. This indemnification shall be consistent with 15 Pa.C.S. §§ 5741–5745.
+----
+===== Article XII: Dissolution =====
+Upon dissolution of WPLUG, assets shall be distributed exclusively for charitable or educational purposes to a qualified organization under Section 501%%(c)%%(3) of the Internal Revenue Code, or to federal, state, or local government for public purposes.
+----
+===== Article XIII: Fiscal Year =====
+The fiscal year begins January 1 and ends December 31.
+----
+===== Article XIV: Conflict of Interest =====
+Any director or officer with a financial or personal interest in a matter before the Leadership shall disclose that interest and abstain from voting. The minutes shall record the disclosure and abstention.
+----
+===== Article XV: Limitations =====
+No part of the net earnings of WPLUG shall inure to the benefit of any member, director, or officer. WPLUG shall not engage in activities that violate Section 501%%(c)%%(3) requirements, including intervention in political campaigns or substantial lobbying.
+----
----
 *WPLUG: Your data. Your hardware. Your community.*