DCNF 2016-05-08

By-laws

These are the by-laws of the Direct Connect Network Foundation.

By-laws for the organization The Direct Connect Network Foundation (DCNF)

§ 1 The organization

The organization's name is The Direct Connect Network Foundation (DCNF).

The organization shall use English as the primary language unless otherwise required or more applicable (for instance, documentation for the country the organization resides in).

§ 2 Organization's purpose

The organization's purposes are to broaden the knowledge of and the use of the chat- and file sharing Direct Connect Network. The organization's further purpose is to provide resources to extend software, protocols and other technical aspects that may further the enhancement of the Direct Connect Network.

The organization will accomplish its purposes through pooling of resources (including personnel and staff), thereby providing a way to approach tasks that will continue the survival and growth of the Direct Connect Network.

The organization will operate a website, dcbase.org, to pool information and resources about the Direct Connect Network. The organization will additionally manage a Direct Connect hub, adcs://hub.dcbase.org:16591, whose purpose is to discuss Direct Connect development.

§ 3 Organization's location

The organization is located in Sollentuna, Sweden.

The organization gathers at the online Direct Connect hub adcs://hub.dcbase.org:16591 where all primary meetings and discussion will occur.

§ 4 Membership

Members in the organization are those that abide by and follow the organization's goals and purposes, and promise to fulfill the by-laws herein.

Members need not reside in Sweden or be Swedish citizens.

Members need to provide a registering name and e-mail as contact information. The registering name may be a pseudonym as long as it uniquely identifies them.

§ 5 Membership fees

A member shall pay the member's fee that is set during the annual organization meeting.

§ 6 Board

The board shall contain at least three (3) board members and at least one (1) stand-in board member. Members (and stand-ins) in the board shall be decided at the annual organization meetings.

The board consists of a chairman, secretary, treasurer and additional members that the board deems necessary. The board members decides respective position of the board. A board member may hold multiple roles at the same time.

In the event that a board members leaves the board or the organization, a stand-in board member shall take their place. The board will decide which of the stand-in board members shall fit the position.

§ 7 Board's purposes

The board represents the organization, manages its interests and manages any matter that the organization may face.

The board decides on the organization's behalf, unless otherwise written in these by-laws or agreed upon during the annual organization meeting.

The board shall present at the annual organization meetings the economic state of the organization and announce items that the board have addressed during the year.

The board convenes when the chairman finds it required or if at least three (3) board members request it.

The board is capable of making a decision when at least three (3) board members are present. Board decisions are done with a simple majority. A lottery shall cast the final verdict if the board is undecided (50/50). The lottery is managed by the chairman.

The board decides the person that will stand as the organization's legal reference (Swedish: firmatecknare).

§ 8 Finances and accounting

A calendar year is a financial year.

The board's annual accounting shall be turned over to the organization's accountants no later than two (2) month before the economic year ends.

§ 9 Accountants

The board shall be annually audited (at the annual organization meeting) by at least one (1) designated accountant.

The accountants shall provide their accounting information to the board no later than one (1) month before the economic year ends.

§ 10 Annual organization meetings

An annual organization meeting is the organization's highest deciding organ and is held annually at no later than 8th of January (8/1) at one of the organization's location (the hub unless otherwise specified).

A call for the organization meeting shall be sent out to all members at least thirty (30) days before the next regular annual meeting and at least thirty (30) days before an extra organizational meeting. The organization's website (and other informational resources) shall similarly note an upcoming meeting.

The following shall be processed at a regular annual meeting:

  1. Choice of supervisor ('chairman') and secretary for the meeting.
  2. Establishing voting length (time) for the meeting.
  3. Choice of vote counter and meeting protocol adjuster.
  4. Question whether the meeting has been announced fairly and correctly.
  5. Establishing meeting items.
  6. The board will:
    1. Announce the board's organization story for the last year.
    2. Announce the accounting and economic state for the last year.
  7. The auditors will present their results for acceptance.
  8. Voting on discharging the board from responsibility.
  9. Establishment of member fees.
  10. Establishment of eventual plan for the organization and treatment of the budget for the coming year.
  11. Question who desires to be part of the board in the following year.
  12. Question if the rest of the members agree to include each respective person in the board.
  13. Question who desires to be a stand-in board member in the following year.
  14. Question if the rest of the members agree to include each respective person as a stand-in board member.
  15. Treatment of the board suggestions and motions.
  16. Additional items.

Decisions regarding with a higher economical severity for the organization or its members shall not be made unless it has been part of the meeting request's items.

§ 11 Extra organization meetings

An extra organization meeting is held when the board finds it necessary or when at least one-fifth (1/5) of the organization's members demand it through a written request to the board.

The request shall specify the items that the members want the meeting to address.

An extra organizational meeting may only address those items that the meeting request specified.

§ 12 Voting rights

Every member has a vote at an annual organization meeting.

Each vote is personal and may not be cast by a representative. A vote may be submitted beforehand no later than three (3) days before the meeting. A vote cast beforehand shall be ignored if the member decide to vote during the meeting.

§ 13 Decisions and voting

Decisions are made with tallying "yes" or "no" votes. A re-vote may be issued if two-thirds (2/3) request it.

A lottery shall cast the final verdict if the voting is undecided (50/50). The lottery is managed by the chairman.

The meeting is decided with the number of votes members have cast that are present at the meeting (or have submitted beforehand).

§ 14 Rules for changes in the by-laws

A two-thirds (2/3) voting majority is required to change the by-laws and is addressed during an annual organization meeting.

Suggestions for changes may be submitted by any member. Suggestions should be submitted for inclusion in the meeting agenda at two (2) months before the annual organization meeting.

§ 15 Leaving the organization

A member that desire to leave the organization shall inform the board of such and they will immediately be considered not part of the organization. A member that leaves and then joins the organization within the same year will have to pay the membership fee again.

§ 16 Member exclusion

A member can only be excluded from the organization if they have failed to pay their membership fees or have obviously injured or degraded the organization's interests or structure.

The board will inform the member beforehand of their transgressions at least twenty (20) days before a decision for exclusion is made. The member may during this time state their reasons in respect to their transgression.

Exclusions shall be recorded and their reasons.

A previously excluded member may only re-join if the board finds it acceptable or agreed upon during an annual organization meeting.

§ 17 Dissolution of the organization

To dissolve the organization, a two-thirds (2/3) voting majority must be made during an annual organization meeting.

The annual organization meeting will decide who is responsible for the distribution of the organization’s belongings should the organization dissolve.

§ 18 Publications

Resources or references to them (documentation, software and protocol information et cetera) will be managed and publicized on the organization's website, dcbase.org.

Any content that the organization itself produces or its members will be publicized on the organization's website.

Any content that may concern members (meeting notes et cetera) will be publicized on the organization's website.