Bylaws of Cyberia Computer Collective

Article 1: Name and Purpose

Section 1: Name

The name of this organization is Cyberia Computer Collective (Shortened as "Cyberia" in this document). It shall be a nonprofit organization incorporated under the laws of the State of Minnesota, governed under Chapter 317A. It is also known colloquially as Cyberia Computer Club.

Section 2: Purpose

Cyberia Computer Collective is legally organized exclusively for educational, charitable, and community development purposes. The corporation shall engage in scientific, charitable, and educational activities within the meaning of Section 501(c)(3) of the Internal Revenue Code, but not limited to:

• promote the use of free, open source, privacy-respecting, and accessible software
• oppose exclusionary elements and foster a respectful hacker culture
• cultivate a healthy online community by allowing trusted members to moderate
• support hackers of minority background
• perform charitable activities involving technology
• agree and align with our Code of Conduct

Section 3: Limitations

The activities of Cyberia shall be performed in service to and with guidance of the community of participants. Notwithstanding any other provisions of these Articles, Cyberia shall not carry on any activities not permitted to be carried on by a corporation exempt from federal income tax under Section 501(c)(3) of IRS code.

Article 2: Membership

Section 1: Eligibility

Application for voting membership shall be open to any person that supports the purpose statement in Article 1, Section 2, and who makes a contribution in the space through regular financial contributions or participation.

Section 2: Dues

Financial Dues are not required for voting membership in Cyberia. Members are encouraged to provide recurring financial donations. However, no one turned away for lack of funds.

Section 3: Rights of Members

Define rights here

Section 4: Membership Process

Define process here

Section 5: Resignation or Removal or Membership

Members are free to dissociate from Cyberia at any time.

Define process here

Section 6: Keyholding Eligbility

Members may request independent access to the facilities of Cyberia at the invitation of a current keyholding member. Request is granted after consensus is reached by current keyholding members.

Article 3: Location

The physical location of Cyberia is Layer Zero

TODO: expand on this

Article 4: Membership

Section 1. Membership types

• Community Members
• Active Members
• Voting Members
• Officers

Section 2. Community Members

Anyone who participates in Cyberia-related activities online and offline is considered a Community Member. See [Article 10: Code of Conduct] for expected behavior.

Community Members can ask to become Active Members.

Section 3. Active Members

TODO: determine the "official" process

Active Members of Cyberia:

• abide by the Ideals and Code of Conduct
• are granted access to private chat channels
• may hold a key to Layer Zero if desired
• can become Voting Members
• will be asked to donate any amount to support Cyberia

Section 4. Voting Members

Voting Members of Cyberia:

• are guaranteed the same privileges as Active Members
• may vote at Congress
• may make proposals at Congress
• may invite Active Members to become Voting Members
• Voting Membership must be ratified by majority vote at Congress

Section 5. Officers

Officers of Cyberia:

• are elected by Voting Members to positions of the Board of Directors

Article 5: Congress

Section 1. Composition

Congress can be attended by Active Members, Voting Members, and Officers.

Section 2. Activities

At Congress we can:

• Make decisions about Cyberia and Layer Zero
• Change bylaws and articles of incorporation
• Elect Officers to the Board of Directors

Section 3. Revoking Privileges

• Congress may elect to oust any Active Members in violation of the Code of Conduct.
• Voting Members who fail to attend 2 regular Congresses without excuse will have their voting powers revoked.

Section 4. Meeting Types

• Regular Congress
• Irregular Congress

Section 4a. Regular Congress

• Regular Congress occurs on the final Sunday of every third month (January, April, etc).
• Regular Congress may be rescheduled if it falls on a holiday or other conflicting event.
• Congress must notify the community of any changes to the Regular Congress schedule as soon as possible.

Section 4b. Irregular Congress

• The board may schedule an irregular meeting of Congress if there is a pressing matter.
• Voting Members must be given notice at least 5 days before an Irregular Congress occurs.
• Irregular Congress does not count as Regular Congress, which will continue as scheduled.

Section 5. Quorum

The presence of at least half of the Voting Membership of Cyberia is required for Congress to proceed.

Section 6. Rules of Order

Robert's Rules of Order are used at Regular & Irregular Congress

TODO: can we at least add a summary?

Article 6: Branches

Section 1. Creation

• Congress may create branches.
• On creation, a HEAD must be appointed.
• Congress may destroy branches.

Section 2. HEAD responsibility

HEAD is responsible for the branch in these ways:

• setting up the organizational structure
• organizing events
• reporting finances to the treasurer unless otherwise decided by the treasurer
• recording notes for the secretary as decided by the secretary

Section 3. Branch Activity

The secretary may request a summary of activity from the branch.

Section 4. Finances

Branches may request funding from the Treasurer or Congress.

Article 7: Board of Directors

Section 1. Designation

The Board of Directors is comprised of 3 Officers:

• President
• Secretary
• Treasurer

Section 2. Election

• Officers are elected by Congress.
• Officers are on the Board of Directors.
• Officers may only resign when a successor steps up.

Section 3. Removal

Congress may remove officers, provided there is a plan to replace them as soon as possible.

Section 4. President Powers/Responsibilities

The President:

• Documents their work and processes in a public, discoverable location i.e. our wiki or git
• Acts as a "cheerleader" for Cyberia's ideals
• Helps to motivate the membership
• Helps establish philisophical direction
• Works with Congress to fulfill obligations
• May veto decisions made by Congress (vetos are overturned by a majority vote from Congress)
• Is the default chair
• May appoint a different chair
• Sets Congress meeting agendas

Section 5. Secretary Powers/Responsibilities

The Secretary:

• Documents their work and processes in a public, discoverable location
• Takes minutes (meeting notes)
• May appoint a different minutes-taker
• Maintains the records of Cyberia
• Maintains a list of Voting Members
• Issues reminders to Voting Members prior to Congress

Section 6. Treasurer Powers/Responsibilities

The Treasurer:

• Documents their work and processes in a public, discoverable location
• Prepares financial statements for Congress meetings
• Disburses funds in accordance with Congress & tax code
• Makes non-private financial information public
• Prepares & Submits an end of year financial report to Congress
• May disburse up to $200 without approval and shall report such expenses to Congress
• May appoint branch cashiers - dedicated financial officers within a branch - if reporting can't be handled by the HEAD
• Keeps all books and accounts

Article 8: Fiscal Management

Section 1. Fiscal Year

The fiscal year of Cyberia shall begin on the first day of January.

Section 2. Expenditures

All funds raised by Cyberia will be spent to further our Ideals and Purposes.

Section 3. Execution of Cyberia's Documents

Congress must approve financial commitments, such as subscriptions or hirings.

Section 5. Loans

• Cyberia shall not give out personal financial loans.
• Cyberia may loan out assets, provided that it's in the interest of Cyberia.

Section 6. Deposits

• Unutilized funds shall be deposited into the bank from time to time at the discretion of the treasurer.
• The treasurer is the signatory to all of Cyberia's financial accounts.

Section 7. Conflict of Interest

Neither Cyberia nor its Voting Members shall enter into any contract with:

a. One or more Officers b. A director of a related organization or c. An organization in which a member of Cyberia is a director, officer or legal representative, or in some other way has a material financial interest unless:

1. That interest is disclosed or known to the Board of Directors and Congress,
2. Congress approves, authorizes or ratifies the action in good faith, AND
3. The approval is made by a majority of Congress (not counting the interested party).

Section 8. Checks

All checks, drafts and other orders for payment of funds will be signed by the Treasurer.

Section 9. Indemnity

TODO: clean up all this legalese

• Cyberia shall indemnify and hold harmless any Active Member, Voting Member or Officer from any suit, damage, claim, judgment or liability arising from conduct of such a person in their position except in cases of intentional misconduct.
• Indemnification provided under this section shall comply with and follow the requirements as provided by statute.
• Cyberia shall have the power to purchase or procure insurance for such purposes.

Section 10. Examination by members

Every director or member of Cyberia shall have a right to examine, in person or by agent or attorney, at any reasonable time, and at the place or places where usually kept, all books and records of Cyberia and make extracts or copies there from.

Section 11. Dissolution

• Upon the dissolution of the corporation, assets shall be distributed for one or more exempt purposes within the meaning of section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code, or shall be distributed to the federal government, or to a State or local government, for a public purpose.
• Any such assets not so disposed of shall be disposed of by a Court of Competent Jurisdiction of the county in which the principal office of the corporation is then located, exclusively for such purposes or to such organization or organizations, as said Court shall determine, which are organized and operated exclusively for such purposes.

Article 9: Code of Conduct

Section 1. Overview

Community Members of Cyberia are open, considerate, and respectful. Behaviours that reinforce these values contribute to a positive environment, and include:

• Using welcoming and inclusive language.
• Being open to collaboration.
• Focusing on what is best for Cyberia's community.
• Respecting the processes set forth by Congress and working within them.
• Acknowledging time and volunteer efforts.
  Keep in mind that most of our labor is done simply for the good of the community.
• Being constructive with comments and criticism.
  When we disagree, we want to be courteous in raising our issues.
• Being respectful of differing viewpoints and experiences.
  We're respectful of others, their positions, their skill sets, their commitments, and their efforts. The diversity of our community is greater than the sum of its parts.
• Showing empathy.
  We're empathetic toward others in our communications.
• Being considerate.
  Community Members are considerate of their peers -- other Cyberia Community Members.

Section 2. Our Standards

• Every Community Member has the right to have their identity respected.
• Cyberia is dedicated to providing a positive experience for everyone regardless of age, gender identity and expression, sexual orientation, disability, physical appearance, body size, ethnicity, nationality, race, religion (or lack thereof), education, class, caste, or socioeconomic status.

Section 3. Inappropriate Behavior

Inappropriate behavior may include:

• Harassment in any form;
• Deliberate intimidation or stalking;
• Logging or taking screenshots of online activity for harassment purposes;
• Publishing others' private information, such as a physical or electronic address, without explicit permission ("doxing");
• Violent threats or language directed toward other Community Members;
• Incitement of violence or harassment towards any individual, including encouraging a person to commit suicide or to engage in self-harm;
• Creating additional online accounts in order to harass another person or circumvent a ban;
• Insults, put downs, or jokes that are based upon stereotypes, that are exclusionary, or that hold others up for ridicule;
• Unwelcome sexual attention, advances, language, or imagery, online or in person;
• Unwelcome physical contact, including simulated physical contact (eg, textual descriptions like "hug" or "backrub") without consent or after a request to stop;
• Pattern of inappropriate social contact, such as requesting/assuming inappropriate levels of intimacy with others;
• Sustained disruption of online discussions, in-person presentations, or other in-person events;
• Continued one-on-one communication after being asked to stop;
• Other conduct that is inappropriate for a community with diverse backgrounds.

Community Members asked to stop any inappropriate behavior are expected to comply immediately.

Section 4. Consequences

• If a participant engages in behavior that violates this code of conduct, Congress may take any action they deem appropriate, including warning the offender or expulsion from the organization and any of its events with no reimbursement of any sort.

Article 10: Miscellaneous

Section 1. Open Documentation

Unless specified otherwise, the following shall be kept in a single, publicly visible, online location:

• Any non-private document approved, created by, or ratified by Cyberia's membership in the interests of Cyberia

Examples include:

• All reports received by the board
• All motions approved by Congress
• All minutes
• All finances