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Resolution 2004-01-05.wta.3: board of directors appointment regulations
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WHEREAS

1. the current by-laws do not state how offices are selected,

2. board member terms are 3 years which is long for an organisation like
   Software in the Public Interest,

THE BOARD RESOLVES THAT

3. paragraph two of article seven is replaced with:

	Each seat on the Board of Directors, including those for
	officers, shall have a term of two years. Seats for officers,
	excluding the secretary, shall be up for election once every two
	years starting in 2004. Seats for the other members of the board
	shall be up for election once every two years starting in 2005.
	Elections shall be held at the same time each year and are open
	to all contributing members.  Membership in the Organization is
	not a prerequisite for holding a seat on the Board.

	In years when an officer election is held, two questions shall
	appear on the ballot: a selection for president and a selection
	for treasurer.  The second-place candidate in the selection for
	president shall be vice president.

	In years when an election for non-officer Board seats is held,
	one question shall appear on the ballot: selection of board
	members. If x seats are up for election, then the top x
	candidates in the election will be appointed to the Board.

	After each annual election, the entire Board, including new
	members, shall pass a resolution appointing a secretary. The
	Board may also pass a new resolution at any time selecting a new
	secretary. The secretary selected must already be a non-officer
	member of the Board.

	No single person may run for more than one seat in any given
	election.

4. paragraph seven is removed,

5. paragraph nine is replaced with:

	Any Board member, including officers, may be removed from the
	board upon the affirmative vote of 2/3 of the voting
	contributing membership. No individual vote or call for votes
	may apply to more than one person. No person may be the subject
	of more than one recall vote within any given 90-day period.

	Subject to the above, the membership may call for a recall vote
	if 10 contributing members publically identify themselves as
	supporting such a vote. This shall constitute a call for votes,
	and a vote among the membership shall then be held immediately
	subject to normal voting procedures.  All contributing members
	are eligible to vote. A ballot shall have only two options:
	recall the Board member, or leave the member in place. The vote
	is tallied with a simple count.

	If the vote to remove the Board member passes, the member is
	immediately removed from the Board and any position as officer.

	The member that is the subject of a removal vote may vote on
	that question. The removal of a Board member does not render
	that person ineligible to run for reelection.

	When a vacancy occurs on the board for any reason, whether or
	not a result of a removal vote, if the next regular election for
	that particular seat is 40 days or less away, the seat will be
	unfilled until the regular election, at which point it will be
	filled using the regular procedures laid out in this Article. If
	the next regular election for the empty seat is more than 40
	days away, a special election will be called immediately for
	that particular seat only. The winner of that election will
	serve out the balance of the term, and the seat will be subject
	to re-election at the normal time.