Libera Chat Bylaws

v 2021-06-12, organisation number 802535-6448

Organisation and purpose

  1. The legal name of the organisation is Libera Chat.

  2. 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.

  3. The organisation is an ideologically and religiously unaffiliated Swedish “ideell förening”.

  4. The seat of the organisation is in Höganäs, Höganäs Kommun.

  5. The fiscal year of the organisation is from the 1st January to the 31st December.

Membership

  1. 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.

  2. 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.

  3. All staff of the Libera Chat IRC network must be approved for membership no later than two (2) regularly scheduled monthly general meetings after becoming staff, or have their staff status revoked.

  4. 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.

  5. Membership is terminated if:

    • The member withdraws their membership, or

    • The member is suspended.

Decisions

  1. The decision-making organs of the organisation ranked from highest to lowest authority are:

    • Monthly General Meeting,

    • Board,

    • Specialised Committees.

  2. All meetings may be held through digital channels such as video, voice, or text.

  3. All meeting minutes should be signed digitally with PGP or physically signed.

  4. Decisions are generally taken by consensus. If consensus cannot be reached a vote should be held.

  5. 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.

  6. For each meeting each member of the given organ has one vote.

  7. 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 should be determined randomly.

  8. Voting by proxy is not allowed.

Monthly General Meeting

  1. The Monthly General Meeting should be held once per month.

  2. The board should invite the membership to the monthly general meeting at least one (1) week before it commences. The invitation should include the date, time, and location for the meeting.

  3. All meeting documents should be available to the membership at least one (1) week before the start of the meeting.

  4. All members of the organisation have the right to participate, speak, make proposals, and vote on the meeting.

  5. The monthly general meeting needs a quorum of at least 50% of the organisation’s quorum members.

  6. Auditors have the right to participate and speak during the meeting, and the right to make proposals in questions pertaining to their duties.

  7. The monthly general meeting should 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.

  8. During either the January, February, or March monthly general meeting the following additional items should 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.

  9. All documents, including the minutes, from a monthly general meeting should be adjusted and published to the membership no more than four (4) weeks after the end of the meeting.

  10. All documents, including the adjusted minutes from a monthly general meeting should be released publicly no more than six (6) weeks after the end of the meeting.

    Minutes should 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 should 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.

  11. An extraordinary general meeting can be called if the board, the auditors, or a majority of the membership requests so.

  12. Extraordinary general meetings are governed by the same bylaws as an ordinary monthly general meeting.

Board

  1. 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 should also ensure that the bylaws are followed.

  2. 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.

  3. The board consists of the chair and treasurer elected by a general meeting and one representative of each specialised committee.

  4. 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.

  5. In addition to the board members, the auditors have the right to participate and speak at board meetings.

  6. The monthly general meeting electing the chair of the board should also elect a vice chair to act as chair in the chair’s absence.

Auditors

  1. Once per year the general meeting elects up to two auditors.

  2. 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 should be granted discharge in the audit report.

  3. The auditors have the right to inspect any activities carried out by the organisation as well as meetings of the board and specialised committees.

  4. The auditors cannot be members of the board.

Specialised Committees

  1. There are three specialised committees: Operations, Engineering, and Projects & Community.

  2. Membership in one of the specialised committees is granted either by a monthly general meeting, or by the members of the specialised committee.

  3. The specialised committees each elect a representative to the board, subject to approval by the Monthly General Meeting.

  4. 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

  1. All members of the organisation are eligible for all positions in the organisation.

  2. In addition to the members of the organisation, non-members are eligible for the position of auditor.

Signing authority

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

Suspension

  1. 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.

  2. If a member’s staff status on the Libera Chat IRC network is suspended, a discussion and vote on suspending their membership should be held on the next monthly general meeting. If the member is not suspended, their staff status should be reinstated.

Interpretation of the bylaws

  1. 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.

  2. Decisions about interpretations of the bylaws must be raised at the next general meeting where they should be ratified.

Changes to the bylaws

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

Dissolution

  1. Proposals to dissolve the organisation must be signed and can only be decided by a monthly general meeting.

  2. Dissolution requires a vote with at least a two-thirds majority on two consecutive monthly general meetings.

  3. The first monthly general meeting that votes for dissolution should also determine what should happen with the assets of the organisation.