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BY-LAWS OF SOFTWARE IN THE PUBLIC INTEREST, INC.
ARTICLE ONE - ORGANIZATION
The name of this organization shall be Software in the Public
Interest, Inc.
The organization shall have a seal which shall be
in the following form:
[Seal not present on electronic copy, only on paper original ]
The organization may at its pleasure by a vote of the membership body
change its name.
ARTICLE TWO - PURPOSE
The following are the purposes for which this organization has been
organized:
●To create, form and establish an organization to formulate and provide
software systems for use by the general public without charge;
●to teach and train individuals regarding the use and application of such
systems;
●to hold classes, seminars and workshops concerning the proper
use and application of computers and computer systems;
●to endeavor to monitor and improve the quality of currently
existing publicly available software;
●to support, encourage and promote the creation and development of
software available to the general public;
●to provide information and education regarding the proper
use of the Internet;
●to organize, hold and conduct meetings, discussions and forums on
contemporary issues concerning the use of computers and computer software;
●to foster, promote and increase access to software systems
available to the general public;
●to solicit, collect and otherwise raise money and to expend such
funds in furtherance of the goals and activities of the corporation;
●to aid, assist, cooperate, co-sponsor
and otherwise engage in concerted action with private, educational and
governmental organizations and associations on all issues and matters
concerning the use of computers and computer software
and generally
●to endeavor to promote, foster and advance interest in computers and
computer software by all available means and methods.
Nothing herein shall authorize the corporation to operate or
maintain a nursery school, elementary school or secondary school.
Nothing herein shall authorize the corporation to operate or maintain
an institute of higher learning or to grant degrees.
In furtherance of its corporate purposes, the corporation shall have
all the general powers enumerated in Section 202 of the Not-For-Profit
Corporation Law, together with the power to solicit grants and
contributions for the corporate purposes.
Nothing herein shall authorize this corporation, directly or
indirectly, to engage in or include among its purposes, any of the
activities mentioned in the Not-For-Profit Corporation Law, Section
404(b)-(v).
ARTICLE THREE - MEMBERSHIP
Membership in this organization shall be open to all who meet the approval
of the membership committee. Members have the right and responsibility of
overseeing the board members, officers, and committees and ensuring that
they operate in accordance with the goals and principles of the
organization. All board members, officers, and committees are ultimately
responsible to the membership, and should act in accordance with its
wishes.
Contributing and non-contributing memberships are available within
this organization. Members agree to support the principles and help
further the goals of this organization. All membership applications and
renewals will be reviewed by the Membership Committee. Applicants must
meet the criteria set forth in the charter of the Membership Committee.
Members may be individuals or organizations.
Members wishing to leave the organization may do so at any time by
notifying the membership committee in writing of their desire for the
membership to be terminated.
Contributing Members
Contributing memberships are open to persons and organizations who have
made significant contributions to the free software community, as
determined by the membership committee.
The membership committee and its charter will make reasonable and fair
procedures for these determinations, including for acquiring necessary
information such as lists of projects a prospective member has participated
in or testimonials, and for regularly reviewing the status of contributing
members.
If a contributing membership is not renewed, the member's status will be
downgraded to a non-contributing member.
Board members, by virtue of their office, are automatically granted the
status of contributing members.
Non-contributing Membership
To become a non contributing member, the applicant must apply for a
non-contributing membership. This membership will not expire.
To become a contributing member at a later time, non-contributing members
must follow the application process for contributing members.
ARTICLE FOUR - MEETING
The annual board meeting of this organization shall be electronically held
on the first day of July, each and every year except if such day be a legal
holiday then and in that event the Board of Directors shall fix the day but
it shall not be more than two weeks from the date fixed by these by-laws.
The Secretary shall cause to be mailed (electronically or otherwise) to
every board member in good standing at his or her address as it appears in
the membership roll book of this organization a notice telling the time and
place of such annual meeting.
Regular meetings of the board of this organization shall be held quarterly.
The presence of not less than two-thirds of the board members shall
constitute a quorum and shall be necessary to conduct the business of this
organization, but a lesser number may adjourn the meeting for a period of
not more than two weeks from the date scheduled by these by-laws and the
Secretary shall cause a notice of this scheduled meeting to be sent to all
those members who were not present at the meeting originally called. A
quorum as hereinbefore set forth shall be required at any adjourned
meeting.
Special meetings of the board of this organization may be called by the
President when he deems it in the best interest of the organization or by
two members of the board. Notices of such meeting shall be mailed to all
members at their addresses as they appear in the membership roll book at
least two weeks but not more than 30 days before the scheduled date set for
such special meeting. Such notice shall state the reasons that such
meeting has been called and the business to be conducted.
At the request of one-third members of the organization the President shall
cause a special meeting to be called but such request must be made in
writing at least thirty (30) days before the requested scheduled date. No
other business but that specified in the notice may be transacted at such
special meeting without the unanimous consent of all present at such
meeting.
ARTICLE FIVE - VOTING
Any contributing member of SPI is eligible to vote. Non contributing
members of SPI may not vote. Each voting member shall have exactly one
vote. Ballots concerning election or removal of officers shall be secret
ballots.
The quorum for a vote by the membership shall be set at 35% of eligible
voters. All votes (unless otherwise stated) are approved by a simple
majority (50%) of voters being in favor of the issue in question.
At any regular or special meeting if a majority so requires, any question
may be voted upon in the manner and style deemed appropriate by the
secretary of the organization or chairman of the meeting.
All votes by the membership shall be cast in the manner specified by the
Secretary. The default method of voting shall be by cryptographically
signed email ballots.
Any proposal submitted to the secretary with N or more number of seconds
shall be put before the membership for a vote within 30 days. N is defined
as follows:
N = sqrt(M)
where M is the number of contributing members of the organization.
Votes and tallies are not revealed during voting but votes cast are listed
after the election is over. The ballots for the election of officers shall
be kept secret even after the vote is over.
No inspector of election shall be a candidate for office or shall be
personally interested in the question voted upon.
Resolutions
Resolutions are voted on by the board of directors. Resolutions may be
put before the board for consideration. If the board decides not to
consider an issue, the membership may vote on the resolution. The
membership may also override a vote of the board by a 2/3 majority vote.
ARTICLE SIX - ORDER OF BUSINESS
(一)Roll call.
(二)Reading of the minutes of the preceding meeting.
(三)Reports of committee.
(四)Reports of officers.
(五)Old and unfinished business.
(六)New business.
(七)Good and welfare.
(八)Adjournments.
ARTICLE SEVEN - BOARD OF DIRECTORS
The business of this organization shall be managed by a Board of Directors
consisting of eight to 12 members, four of whom shall be the officers of
this organization.
The directors to be chosen for the ensuing year shall be chosen at the
annual meeting of this organization in the same manner and style as
the officers of this organization and they shall serve for a term of
three years.
The Board of Directors shall have the control and management of the
affairs and business of this organization. Such Board of Directors
shall only act in the name of the organization when it shall be
regularly convened by its chairman after due notice to all the
directors of such meeting.
Two-thirds of the members of the Board of Directors shall constitute a
quorum and the meetings of the Board of Directors shall be held
regularly on the first of July each year.
Each director shall have one vote and such voting may not be done by
proxy.
The Board of Directors may make such rules and regulations covering
its meetings as it may in its discretion determine necessary.
Vacancies in the Board of Directors shall be filled by a vote of the
majority of the remaining members of the Board of Directors for the
balance of the year.
The President of the organization by virtue of the office shall be
Chairperson of the Board of Directors. The Board of Directors shall
select from one of their number a Secretary.
A director may be removed when sufficient cause exists for such
removal. The Board of Directors may entertain charges against any
director. A director may be represented by counsel upon any removal
hearing. The Board of Directors shall adopt such rules as it may in
its discretion consider necessary for the best interests of the
organization, for this hearing.
ARTICLE EIGHT - OFFICERS
The officers of this organization shall hold the positions of President,
Vice President, Secretary, and Treasurer. The names and positions of the
current officers are found in Appendix A of these by-laws.
The President shall preside at all membership meetings, by virtue of
the office be Chairperson of the Board of Directors, present at each
annual meeting of the organization an annual report of the work of the
organization, appoint all committees, temporary or permanent, see that
all books, reports and certificates as required by law are properly
kept or filed, be one of the officers who may sign the checks or
drafts of the organization, and have such powers as may be reasonably
construed as belonging to the chief executive of any organization.
The Vice-President shall in the event of the absence or inability of
the President to exercise his or her office become acting President of
the organization with all the rights, privileges and powers as if he
or she had been the duly elected President.
The Secretary shall keep the minutes and records of the organization
in appropriate books, file any certificate required by any statute,
federal or state, give and serve all notices to members of the
organization, be the official custodian of the records
and seal of the organization, be one of the officers required to sign
the checks and drafts of the organization, present to the membership
at any meetings any communication addressed to the Secretary of the
organization, submit to the Board of Directors any communications
which shall be addressed to the Secretary of the organization, attend
to all correspondence of the organization and exercise all duties
incident to the office of Secretary.
The Treasurer shall have the care and custody of all monies belonging
to the organization, be solely responsible for such monies
or securities of the organization and be one of the officers who shall
sign checks or drafts of the organization. No special fund may be set
aside that shall make it unnecessary for the Treasurer to sign the
checks issued upon it.
The Treasurer shall render at stated periods as the Board of Directors
shall determine a written account of the finances of the organization
and such report shall be physically affixed to the minutes of the
Board of Directors of such meeting and shall exercise all duties
incident to the office of Treasurer.
Officers shall by virtue of this office be members of the Board of
Directors.
No officer or director shall for reason of the office be entitled to
receive any salary or compensation, but nothing herein shall be
construed to prevent an officer or director from receiving any
compensation from the organization for duties other than as a director
or officer.
ARTICLE NINE - SALARIES
The Board of Directors shall hire and fix the compensation of any and
all employees which they in their discretion may determine to be
necessary in the conduct of the business of the organization.
ARTICLE TEN - COMMITTEES
Committees are an extension of the board of directors and take care of the
day to day business of the organization. The board of directors forms
committees by issuing the committee charter.
Committees are governed by the board of directors and are accountable to
the board and the membership.
Committees may propose resolutions and motions within the scope of their
charter, and may also make decisions on behalf of the organization if and
as authorized by their charter. Discussions should be held in a public forum,
but the committee may have private discussions if they are deemed
necessary.
Committee Charter
The committee charter completely describes the rights and responsibilities
of the committee, as well as its structure, membership policies, and any
other relevant details. The charter should also provide an outline for how
discussions will be conducted, and how the membership and public are to be
informed of its actions. Charters are issued and revoked by the board of
directors. The charter shall be put before the membership for review and
discussion before it is voted on by the board of directors.
The charter shall also define the membership structure of the
committee. Both contributing and non contributing members are eligible
to serve on committees.
Permanent Committees
Permanent committees are in charge of issues that are vital to the basic
functionality of the organization. Their charters shall not be revoked but
may be modified by the board of directors if necessary.
The permanent committees shall be as follows:
Membership Committee
This committee is responsible for handling all membership related
issues, including verifying the identity of new members and ensuring that
the membership rules are being observed.
Administrative Committee
This committee is responsible for maintaining the computers and other
technical systems that Software In The Public Interest, Inc. is using and
other technical resources.
ARTICLE ELEVEN - DUES
No dues are required and no dues are anticipated, but the Directors
reserve the right to impose a membership dues and to set the amount at
a later date if it is deemed necessary.
ARTICLE TWELVE - AMENDMENTS
These by-laws may be altered, amended, repealed or added to by an
affirmative vote of not less than two-thirds of the members.
Appendices containing organizational information shall not require a vote
of the membership for modification. They may be modified by a 2/3 vote of
the Board of Directors, unless otherwise stated therein.
APPENDIX A - OFFICERS OF THE COMPANY
This section shall contain the names and positions of the current
officers. It shall be modified to contain the names of new officers of the
organization when necessary, and shall not require a vote beyond the
approval of the resolution appointing the officers.
The officers of the organization shall be as follows:
| President: |
Michael Schultheiss |
| Vice President: |
Jonatas L. Nogueira |
| Secretary: |
Jeremy Stanley |
| Treasurer: |
Héctor Orón Martínez |
Revision history
Revision 1
December 10, 1997 - added one member to the Board of Directors and
elected Ian Jackson to same. Elected Ian Jackson to office of Vice
President.
This copy scanned by Ian Jackson from a copy sent to him from Marotta
& Kristiansen, the lawyers Tim Sailer has been dealing with for
SPI. - iwj 7.7.1998
Reformatted by Nils Lohner for readability - August 4, 1998
Checked and corrected against paper copy by Nils Lohner for
accuracy - August 18, 1998
Revision 2
Modified in accordance with Resolution 1999-09-21.nl: Changes to the
Bylaws of Software in the Public Interest, Inc. by Nils Lohner -
September 22, 1999
Updated (belatedly) officer names, fixed formatting of the changelog,
by Josip Rodin - April 4th, 2002.
Changed VP to Ean Schuessler, removed Nils as President, by Russell Nelson
(committed by Josip Rodin) - January 17th, 2003.
Revision 2.1
●Updated officer names and positions by Joey Schulze - September 11th, 2004.
Revision 2.2
●Updated officer names and positions by Neil McGovern - August 6th, 2006
Revision 2.3
●Updated officer names and positions by Neil McGovern - August 9th, 2007
Revision 2.4
●Updated officer names and positions by Jimmy Kaplowitz - October 15th, 2008
Revision 2.5
●Updated officer names and positions by Robert Brockway - February 10, 2012
Revision 2.6
●Updated officer names and positions by Martin Michlmayr - September 9, 2014
Revision 2.7
●Updated officer names and positions by Martin Michlmayr - August 11, 2016
Revision 2.8
●Updated officer names and positions by Martin Michlmayr - August 14, 2017
Revision 2.9
●Updated officer names and positions by Martin Michlmayr - August 15, 2018
Revision 2.10
●Updated officer names and positions by Martin Michlmayr - August 12, 2019
Revision 2.11
●Updated officer names and positions by Forrest Fleming - September 12, 2022
Revision 2.12
●Updated officer names and positions by Forrest Fleming - September 12, 2022
Revision 2.13
●Updated officer names and positions by Zach van Rijn - October 4, 2023
Revision 2.14
●Updated officer names and positions by Célestin Matte (approved by directors) - August 21, 2024
Revision 2.15
●Updated officer names and positions by Jonatas Luis Nogueira - December 13, 2025
Copyright © 2025 Software in the Public Interest, Inc.
License: Creative Commons Attribution-ShareAlike 3.0 Unported
Last edited 2026-01-06