Libera Chat Bylaws

v 2022-03-25, organisation number 802535-6448

Organisation and purpose

The legal name of the organisation is Libera Chat.
The purpose of the organisation is to encourage and facilitate community space, tools, and facilities intended to further the development and adoption of free & open source (FOSS) software and peer directed projects (PDP).

The organisation will primarily do this by maintaining for general use an IRC network, operated and supported by volunteers.

It may also engage in other activities which complement this purpose, such as community events, or provision of other services and tools or the undertaking of other activities which benefit FOSS or PDP.

It may also engage in activity which supports this purpose, such as the development and maintenance of software, training, or other activities which benefit FOSS or PDP, fundraising, or sale of goods and merchandise.
The organisation is an ideologically and religiously unaffiliated Swedish “ideell förening”.
The seat of the organisation is in Ängelholm, Ängelholms Kommun.
The fiscal year of the organisation is from the 1st January to the 31st December.

Membership

Membership is open to and required for staff of the Libera Chat IRC network and granted by approval of a monthly general meeting. Staff status on the Libera Chat IRC network is limited to members.
The monthly general meeting may extend an invitation to a person to become staff of the Libera Chat IRC network. The monthly general meeting may not invite a person who have failed a vote for membership in the last two (2) years without simultaneously approving them for membership.
All staff of the Libera Chat IRC network must be approved for membership no later than three (3) regularly scheduled monthly general meetings after becoming staff, or have their staff status revoked.
There are two levels of membership: ordinary member, and quorum member. Members of either type may at any time switch between the two types of member status by notifying the board. The board are always quorum members.
Any quorum member who, in any two full, consecutive calendar months, does not attend any Monthly General Meetings, becomes an ordinary member immediately after the end of the second such month.
Membership is terminated if:
- The member withdraws their membership, or
- The member is suspended.

Decisions

The decision-making organs of the organisation ranked from highest to lowest authority are:
- Monthly General Meeting,
- Board,
- Specialised Committees.
All meetings may be held through digital channels such as video, voice, or text.
All meeting minutes shall be signed digitally with PGP or physically signed.
Decisions are generally taken by consensus. If consensus cannot be reached a vote shall be held.
If a vote is held, a simple majority is enforced. In other words, more than 50% of the votes are needed for a proposal to win. Abstentions are not counted when determining the majority.
For each meeting each member of the given organ has one vote.
When electing persons, the following additional points apply:
- To be elected, each candidate must have over 50% of the votes cast
- If no candidate has more than 50% of the votes cast then the person with the least votes is eliminated and a new round is held, this is repeated until a person fulfils this condition.
- If only two persons remain and the round ends in a tie the winner out of the two shall be determined randomly.
Voting by proxy is not allowed.

Monthly General Meeting

The Monthly General Meeting shall be held once per month.
The board shall invite the membership to the monthly general meeting at least one (1) week before it commences. The invitation must include the date, time, and location for the meeting.
All meeting documents shall be available to the membership at least one (1) week before the start of the meeting.
All members of the organisation have the right to participate, speak, make proposals, and vote on the meeting.
The monthly general meeting needs a quorum of at least 50% of the organisation’s quorum members.
Auditors have the right to participate and speak during the meeting, and the right to make proposals in questions pertaining to their duties.
The monthly general meeting shall deal with at least the following:
- The opening of the meeting.
- Election of:
  - The chair for the monthly general meeting,
  - The secretary for the monthly general meeting,
  - Two members to approve the minutes and count votes.
- Determination of eligible voters.
- Approval of the agenda.
- Propositions and motions.
- Other questions.
- The closing of the meeting.
During either the January, February, or March monthly general meeting the following additional items shall be dealt with:
- Presentation and approval of:
  - Annual report,
  - Financial statements,
  - Audit report.
- Discharge of last year’s board.
- Membership fee.
- Election of:
  - Chair of the board,
  - Treasurer,
  - Auditors,
  - Vice chair of the board.
Monthly General Meetings may additionally deal with any of these items at any other time.
All documents, including the minutes, from a monthly general meeting shall be adjusted and published to the membership no more than four (4) weeks after the end of the meeting.
All documents, including the adjusted minutes from a monthly general meeting shall be released publicly no more than six (6) weeks after the end of the meeting.

Minutes shall normally include the essence of discussion and substantive decision-making, but not specific comments or identifiable details of members.

Publicly-released documents may redact ‘confidential’ items, which if disclosed may be harmful to individuals or infrastructure, could breach legal privilege, or are otherwise sensitive.

The reason for treating an item as ‘confidential’ must be noted in the released minutes, and items to be redacted shall normally be discussed during the meeting, but may also be introduced by the secretary following the meeting.

In either case, redactions must be included by the secretary in the minutes published to the membership to allow for concerns or objections to be raised and ideally resolved prior to public release.

In the event of irresolvable objections being raised, items will be presumed to be ‘redacted’ but must be brought by the secretary to the next meeting for resolution.
An extraordinary general meeting can be called if the board, the auditors, or a majority of the membership requests so.
Extraordinary general meetings are governed by the same bylaws as an ordinary monthly general meeting.

Board

The board is responsible for managing the organisation’s member list, finances, and other assets in accordance with the will of the monthly general meetings. The board shall also ensure that the bylaws are followed.
The board must ensure that meeting minutes and financial records are archived for the lifetime of the organisation and at least seven (7) years thereafter.
The board consists of the chair and treasurer elected by a general meeting and one representative of each specialised committee.
The board meets if the chair of the board, the auditors, or a majority of the board members call for it. The board needs a quorum of at least half of the board members.
In addition to the board members, the auditors have the right to participate and speak at board meetings.
The monthly general meeting electing the chair of the board shall also elect a vice chair to act as chair in the chair’s absence.
Board members can resign from the board and remain members of the organisation. A resigning board member shall prepare an interim report for their successor.
Board members can be recalled by any Monthly General Meeting.

Auditors

Once per year, or whenever there are no auditors, the general meeting elects up to two auditors. If there is just one auditor, the general meeting may optionally elect one more.
The duties of the auditors are:
- Examine if the board follows the bylaws, and audit the actions of the board, the financial and annual report, and the board’s management of the organisation’s bookkeeping.
- Make an audit report at least one (1) week before the general meeting it will be covered during.
- To include their opinion of how the board has carried out their duties and a proposal for if the board shall be granted discharge in the audit report.
The auditors have the right to inspect any activities carried out by the organisation as well as meetings of the board and specialised committees.
The auditors cannot be members of the board.
Auditors can resign as auditors and, if they are also members of the organisation, remain so. A resigning auditor shall prepare an interim report for their successor or a remaining auditor.
Auditors can be recalled by any Monthly General Meeting. An auditor so recalled shall prepare an interim report for their successor or a remaining auditor.

Complaints

The membership shall appoint a Complaints Rota to handle complaints about the organisation’s staff. Members on the Complaints Rota must be members of the organisation.
If, at the time of a Monthly General Meeting, there are fewer than four members on the Complaints Rota, the meeting shall attempt to appoint more members until there are at least four such members.
On receiving a complaint, the Complaints Rota shall select two of its members, at random, to hear the complaint. Members with known conflicts of interest shall be excluded from selection. These members shall be known, in the context of the particular complaint, as the “Complaint Processors”
The Complaint Processors must agree on the action to be taken, if any.
The Complaint Processors must respect the privacy of complainants and all other parties. The Complaint Processors may recruit other members of the organisation to assist with their investigation. Other members, including the Board and Complaints Rota members who are not actively working on the complaint, must not have automatic access to it.
If any party to a complaint disagrees with the result, they can appeal it. Libera Chat members require no permission to appeal, while non-members must seek the permission of the Board. If the Board denies such permission, it must give a reason.

There are two appeals to be used in order:
- Appeal to another two random Complaints Rota members, and
- Appeal to the entire membership.
Any party wishing to appeal must immediately inform the Board. If a party has not informed the Board of their intention to appeal after 30 calendar days from the date of the result, their right to appeal lapses.
In the event that a complaint is appealed to the entire membership of the organisation, the Board is responsible for scheduling a meeting of the membership to hear the appeal.
A complaint that is appealed to the entire membership of the organisation may contain sensitive information that must not be shared widely. The Complaint Processors must prepare a case for the membership, excluding such details. The Auditors of the organisation may be called upon to attest that the Complaint Processors’ case is a faithful account of the complaint.
Parties to complaints who are Libera Chat members have the right to speak at their own final appeal, and to hear all sides’ arguments. They must not be present when the resulting actions are discussed. The Board shall dismiss any such party if they reveal, or threaten to reveal, private information about the complaint, or the other parties to it.
An appeal to the entire membership is decided by a vote between two options: to carry or vacate the outcome of the complaint. This may optionally be preceded by any number of votes to amend or not amend the decision. Each vote is a simple majority vote between exactly two choices. If a vote to amend has no majority, the decision is not amended. If a vote on the outcome has no majority, the complaint is carried.
If the outcome of any stage of a complaint is to relieve a Libera Chat staff member of some or all of their duties, those duties can be temporarily suspended pending the conclusion of the appeal process. If a staff member whose duties are temporarily suspended is a member of Libera Chat, their membership is unaffected by this status.
At most two members can be temporarily suspended at any time.
Time constraints are imposed on the complaints process as follows:
- Complaints must be acknowledged within 7 calendar days of receipt by the Complaints Rota.
- An initial result must be returned by the Complaint Processors within 30 calendar days of receipt of the complaint by the Complaints Rota.
- A party wishing to appeal has 7 calendar days to prepare their appeal, starting from the date they notified the Board of their intention to appeal.
- The result of the first appeal must be returned by the Complaint Processors not before all parties have exercised or waived their right to appeal, and within 14 days of the end of the first 30-day appeal period.
- The Board must schedule the hearing for the second appeal not before all parties have exercised or waived their right to appeal, and within 21 days of the end of the second 30-day appeal period.
If, at the time of any Monthly General Meeting, a member is temporarily suspended, and will have been temporarily suspended for more than 59 calendar days by the end of the current calendar month, the Monthly General Meeting must decide whether or not to continue their temporary suspension.

Specialised Committees

There are three specialised committees: Operations, Engineering, and Projects & Community.
Membership in one of the specialised committees is granted either by a monthly general meeting, or by the members of the specialised committee.
The specialised committees each elect a representative to the board, subject to approval by the Monthly General Meeting.
The specialised committees are responsible for defining their mission statement and rules of operation, providing these do not conflict with these bylaws, and subject to approval by the Monthly General Meeting.

Eligibility

All members of the organisation are eligible for all positions in the organisation.
In addition to the members of the organisation, non-members are eligible for the position of auditor.

Signing authority

The board shall appoint one or more board members to sign on behalf of the organisation, either jointly or individually.

Suspension

The monthly general meeting may suspend a member from the organisation for any reason. The person in question to be suspended may not vote or participate during the discussion of their suspension.
If a member’s staff status on the Libera Chat IRC network is suspended, a discussion and vote on suspending their membership shall be held on the next monthly general meeting. If the member is not suspended, their staff status shall be reinstated.

Interpretation of the bylaws

If there are conflicts around interpreting the bylaws, the board’s interpretation takes precedent. The board must however account for the opinion of the auditors before making their decision.
Decisions about interpretations of the bylaws must be raised at the next general meeting where they must be ratified.

Changes to the bylaws

Changes to the bylaws require a vote and at least a two-thirds majority on a monthly general meeting.

Dissolution

Proposals to dissolve the organisation must be signed and can only be decided by a monthly general meeting.
Dissolution requires a vote with at least a two-thirds majority on two consecutive monthly general meetings.
The first monthly general meeting that votes for dissolution shall also determine what should happen with the assets of the organisation.