[Tinyos-alliance] Predraft bylaws for use in discussion

[David E. Culler]

ARTICLE I - OFFICES

Section 1.

The principal office of

Section 2.

may also have offices at such other places as the Board of Trustees
may from time to time determine or the affairs of the Society may
require.

ARTICLE II - BOARD OF DIRECTORS

Section 1.

Number
Change
Term
Exceptions

Section 2.

Elections

President (special role)

Vacancy

Fraction of board for appointment

Demography target of the board

Staggering of terms

Number of terms

Section 3.

[All actions taken by the Board pursuant to Sections 1 and 2 of this
Article II shall require the affirmative vote of at least two-thirds
of the members of the Board of Trustees then in office.]

Section 4.

Compensation

[The Trustees shall not receive any compensation (apart from
reimbursement of expenses) for their services as Trustees, but this
shall not preclude reasonable compensation for services rendered to
the Society by a Trustee in some other capacity.]

Section 5.

The affairs of the Society shall be directed by its Board of
Trustees.

Role of president.

Presentation of budget

Section 6.

Frequency of meetings and place

Section 7.

Special meetings

[Special meetings of the Board of Trustees may be called at any time by
the Board, or by the Executive Committee if one be constituted, or by
vote at a meeting of the Board, or by the Chairman, or by the
President of the Society, or by a majority of the members of the Board
of Trustees then in office.]

[Special meetings may be held at such place or places as may be
designated from time to time by the Board; in the absence of such
designation, such meetings shall be held at such place or places as
may be designated in the call.]


Section 8.

Notice

[Notice of the place and time of each meeting of the Board shall be
served on each Trustee, by Internet mail or by oral, telegraphic or
other written notice, duly served on or sent or mailed to him or her
at least thirty days before the date of the meeting, except that if a
meeting is held pursuant to Section 9 of this Article then seven
calendar days notice shall suffice.]

Section 9.

Means of participation

[Any or all of the Trustees may participate in a meeting of the Board
of Trustees, or of a committee of the Board, by means of conference
telephone or by any means of electronic communication by which all
persons participating in the meeting are able to communicate
contemporaneously with one another, and such participation shall
constitute presence in person at the meeting.]

Section 10.

Quorum

[At all meetings of the Board, a majority of the voting members of the
Board of Trustees then in office shall constitute a quorum for the
transaction of business and the act of the majority of the Trustees
present at any meeting at which a quorum is present shall be the act
of the Board. However, with respect to any action for which, under the
Society's Articles of Incorporation or By-Laws, a greater affirmative
vote is expressly required, such express provisions shall control; and
it is to be noted that such requirements are contained in Article 6 of
the Articles of Incorporation relating to amendment of the Articles of
Incorporation, and in these By-Laws in Article II, Sections 1, 2, 3
and 13, relating to certain actions by the Board of Trustees, and in
Article IV, Sections 1, 2, 3, 4 and 7, involving certain provisions
relating to officers, and in Article VII, Section 1, relating to
amendment of the By-Laws. If a quorum shall not be present at any
meeting of the Board, the Trustees present thereat may adjourn the
meeting from time to time, without notice other than announcement at
the meeting, until a quorum shall be present.]

Section 11.

Consent

[Any action required to be taken at a meeting of the Board of Trustees,
or any action which may be taken at a meeting of the Board of
Trustees, may be taken without a meeting if a consent in writing,
setting forth the action so taken, shall be obtained from all of the
Trustees; and such consent shall have the same force and effect as a
unanimous vote, and may be stated as such.]

Section 12.

Recording

[Actions of the Board of Trustees, whether taken at a meeting or
otherwise, shall be duly recorded in minutes and retained in the
Society's records.]

Section 13.

Executive Committee

[The Board of Trustees, by resolution adopted by the affirmative vote
of at least two-thirds of the members of the Board of Trustees then in
office, may designate three or more Trustees to constitute an
Executive Committee. The Executive Committee, to the extent provided
in such resolution, shall have and may exercise all of the authority
of the Board of Trustees in the management of the affairs of the
Society (except for those matters which, under the Society's Articles
of Incorporation or By-Laws, expressly require the affirmative vote of
at least a majority, or more than a majority, of the members of the
Board of Trustees then in office). The Executive Committee shall keep
regular minutes of its proceedings and shall report the same to the
full Board when required. The affirmative vote of a majority of the
members of the Board of Trustees then in office may terminate the
Executive Committee.]

Section 14.

Other Committees

[The Board of Trustees may establish such other Committees (other than
an Executive Committee) as it deems appropriate to facilitate the
activities of the Society, provided that no such Committee shall take
actions reserved to the Board of Trustees or to the Executive
Committee.]

ARTICLE III - NOTICES

Section 1.

Waiver of notice

[Whenever any notice whatever is required to be given, a waiver thereof
in writing by the person or persons entitled to such notice, whether
before or after the time stated therein, shall be deemed equivalent to
the giving of such notice.]

Section 2.

*** attendance waiver

[Attendance of a Trustee at a meeting shall constitute a waiver of
notice of such meeting except where a Trustee attends a meeting for
the express purpose of objecting to the transaction of any business
because the meeting is not lawfully called or convened.
Except as
otherwise expressly required in the Society's Articles of
Incorporation or By-Laws, neither the business to be transacted at,
nor the purpose of, any regular or special meeting of the Board of
Trustees need be specified in the notice or waiver of notice of such
meeting.]

ARTICLE IV - OFFICERS

Section 1.

Composition of Officers

[The officers of the Society shall, at a minimum, consist of a
Chairman, a President, a Treasurer and a Secretary. Except for the
President, who shall be appointed as set forth in Section 4 below,
each officer shall be elected for a one-year renewable term by the
affirmative vote of at least a majority of the members of the Board of
Trustees then in office. The Chairman shall be selected from among the
members of the Board of Trustees.  A person shall not hold more than
one office at a time.]


Section 2.

Filling Vacancy

[Any vacancy in an officer position shall be filled by an individual
elected by the affirmative vote of at least a majority of the members
of the Board of Trustees then in office.]

Section 3.

Appointment of Additional Officers

[The Board of Trustees, by the affirmative vote of at least a majority
of the members of the Board of Trustees then in office, may appoint
such additional officers as it shall deem necessary. With the
exception of the roles of Chairman, President, Treasurer and
Secretary, officer roles shall be explicitly renewed by the
affirmative vote of at least a majority of the members of the Board of
Trustees then in office, on an annual basis. Those roles that are not
renewed by this means shall be deemed to have lapsed, and the term of
office of the incumbent office holder shall be deemed not to be
renewed.]

Section 4.

Appointment of the President

[The Chairman of the Society, with the approval of the affirmative vote
of at least a majority of the members of the Board of Trustees then in
office, shall have the authority to appoint the President of the
Society, who shall function as the Society's Chief Executive Officer
and shall be responsible for the day-to-day conduct of the Society's
activities. The President shall perform his duties subject to the
direction of the Board of Trustees, and for such compensation and on
other terms and conditions as the Board of Trustees shall determine.]

Section 5.

President

[The President shall serve ex officio as a non-voting member of the 
Board of Trustees.]

Section 6.

Compensation

[Except for the President of the Society, who shall be compensated as
determined by the Board of Trustees under Section 4 above, the
officers of the Society shall not receive any compensation (apart from
reimbursement of expenses) for their services as officers, but this
shall not preclude reasonable compensation for services rendered to
the Society by an officer in some other capacity.]

Section 7.

Period of Office

[Except for the President, who will hold office until the expiration of
the contract or may be removed as provided below, the officers of the
Society shall hold office for a period of one year. The period of
office may be renewed each year by a simple majority affirmative vote
of the Trustees at the expiration of the term. Any officer of the
Society may be removed prior to the expiration of the term of office
by the Board of Trustees, by the affirmative vote of at least
four-fifths of the members of the Board of Trustees then in office,
whenever in their judgement the best interests of the Society shall be
served thereby. The President may be removed by the vote of a majority
of members of the Board of Trustees then in office, and in accordance
with the termination provisions of the President's employment
contract.]

Section 8.

Duties and Powers

[Except for the President, whose duties shall be prescribed by the
Board of Trustees under Section 4 above and detailed in the employment
contract, the officers of the Society shall each have such powers and
duties as generally pertain to their respective offices, as well as
such powers and duties as from time to time may be conferred by the
Board of Trustees or by the President of the Society.]


Section 9.

Designation of the Chairman

[Unless otherwise directed by the Board of Trustees, the Chairman of
the Society, or in the event of the Chairman's inability to act, such
other officer as may be designated by the Board or by the Chairman to
act in the absence of the Chairman, shall have full power and
authority on behalf of the Society to attend and to act and to vote at
any meetings at which the Society may have a right to vote. The Board
or the Chairman from time to time may confer like powers upon any
other person or persons.]

ARTICLE V - MEMBERS

Section 1.

Class of Membership

[The Society shall have two classes of members: Organizational Members
and Individual Members.]

Section 2.

The Society shall have the following categories of Organizational Members:

(1) Regular Organizational Members:

(a) Each organization which contributes to the Society a total of at 
least $10,000 during the Society's particular fiscal year; or, for years 
subsequent to the first year, such other amount as the Board of Trustees 
may specify for this class of member.

(b) Each organization which is organized in the United States of America 
as a non-profit organization or is similarly organized in other 
countries, or is an agency of a national, regional or local government, 
may be a Regular Organizational Member of the Society at a 50% discount 
in annual contribution.

(2) Start-up Members:

A newly-formed organization may, during the first three years of its 
operation, be a member of the Society upon contributing a total of at 
least $1,000 during the Society's particular fiscal year. The 50% 
discount does not apply to the Start-up Member rate.

[Resolution 95-03, approved at June 1995 Board meeting, deleted sentence 
reading: "Founding Member status is not available to an organization 
which is a Start-up Member." in (3)]

[Resolution 96-01, approved at June 1996 Board meeting, deleted 
reference to Charter members.]

Section 3.

The Society shall have the following categories of Individual Members:

(1) Regular Individual Members:

Each individual who contributes to the Society the sum of $70 during the 
Society's particular fiscal year; or, for years subsequent to the first 
year, such other amount as the Board of Trustees may specify for this 
class of member.

(2) Student Members:

Each bona fide full-time student who contributes to the Society the sum 
of $25 during the Society's particular fiscal year; or, for years 
subsequent to the first year, such other amount as the Board of Trustees 
may specify for this class of member. Student Members shall be 
non-voting members of the Society.

Section 4.

The Society shall have the following special member designations:

(1) Founding Members:

(a) Each for-profit organization which contributed to the Society a 
total of at least $20,000 during the period ending December 31, 1993, as 
long as such organization thereafter continues to be a Regular 
Organizational Member of the Society.

(b) Each organization which was organized in the United States of 
America as a non-profit organization or is similarly organized in other 
countries, or is an agency of a national, regional or local government, 
and contributes a total of at least $10,000 during the period ending 
December 31, 1993, as long as such organization thereafter continues to 
be a Regular Organizational Member of the Society.

(2) Pioneer Members:

Each Regular Individual Member and each Student Member who joined during 
the period June 1 - December 31, 1991, shall be designated a Pioneer 
Member and shall retain that designation so long as Individual Member 
status is maintained.

[Resolution 95-03, approved at June 1995 Board meeting, made minor tense 
changes in (1)(a) and (b).]

Section 5.

The board is authorized to add, delete or remove classes of members by 
the affirmative vote of at least two-thirds of the members of the Board 
of Trustees then in office.

Section 6.

The Society shall have such meetings of its members as the Board of 
Trustees shall from time to time fix.
ARTICLE VI - MISCELLANEOUS

Section 1.

In the event of the dissolution of the Society, the assets of the
Society shall be distributed to a fund, foundation or corporation
organized and operated exclusively for the purposes specified in
Section 501(c)(3) of the U.S. Internal Revenue Code (or corresponding
section of any future U.S. Federal Tax Code.

Section 2.

The Chairman is authorized to establish an Advisory Council consisting
of a representative of each Founding Member and each Regular
Organizational Member of the Society.



Section 3.

The Society's fiscal year shall be the calendar year. The Society's 
official monetary unit shall be the United States dollar.

Section 4.

English shall be the official language of the Society.

Section 5.

The Society may maintain liaison with other professional societies and 
similar organizations, wherever located, on activities which further the 
objectives of the Society, on such terms as the Board of Trustees may 
approve.

[Resolution 95-03, approved at June 1995 Board meeting, deleted two 
sections and renumbered]
ARTICLE VII - AMENDMENTS

Section 1.

These By-Laws may be altered, amended, or repealed by the affirmative 
vote of at least four-fifths of the members of the Board of Trustees 
then in office, at any meeting of the Board if notice of such proposed 
action be contained in the notice of such meeting.

[Resolution 96-01, approved at June 1996 Board meeting, deleted 
reference to Charter Members.]