Foundation/Local Chapters/United States/Bylaws
BYLAWS OF OPENSTREETMAP UNITED STATES INC
We, the undersigned natural persons of the age of eighteen years or more, acting as Incorporators of a corporation under the Non- Profit Corporation Act (D.C. Code, Title 29, Chapter 3 as amended) adopt the following Articles of Incorporation:
ARTICLE I - NAME
1. These are the Bylaws for the organization which shall be called "OpenStreetMap United States, Inc." (herein referred to as the "Chapter").
ARTICLE II - PURPOSE AND ACTIVITIES
1. The general purpose of the Chapter shall be to promote the creation, maintenance and usage of OpenStreetMap, especially within the United States, in the local community, by:
- (i) Education of interested parties in the methods and techniques utilized to contribute to OpenStreetMap
- (ii) Perform outreach to make the public aware of the OpenStreetMap
- (iii) Maintenance and data collection of geographic data focusing primarily in the United States.
- (iv) Collaborate with governments, non-profits and commercial entities to responsibly import data into OpenStreetMap
- (v) To advocate for the goals of the OpenStreetMap Foundation
2. The Chapter shall be established as a not for profit organization under the laws of Washington, DC
ARTICLE III - MEMBERSHIP
1. The Chapter shall be organized as a "member" organization with a single class of membership.
2. Members have voting rights in general elections.
3. Membership is not required for participation in public activities or special events of the Chapter.
4. All individuals and organizations falling within the defined scope of this Chapter shall be eligible for membership, and no one can be denied or repealed membership unless the Board of Directors or a committee duly designated or organized for such purpose has determined that such exclusion is warranted for reasons of just cause. Any individual denied membership for whatever reason after such procedures shall be entitled to appeal such denial to the President.
6. Membership in the Chapter shall be open to all persons upon request and payment of dues.
7. Dues amounts shall be determined by the Board of Directors of the Chapter. The Board of Directors (or a committee designated by the Board of Directors) may establish multiple levels of Chapter membership dues, including but not limited to standard membership dues, and special dues for students, corporations, not-for-profit organizations, and any other category designated by the Board of Directors or any committee designated or organized for such purpose.
ARTICLE IV - THE BOARD OF DIRECTORS
1. All corporate powers shall be exercised by or under the authority of, and the business and affairs of the Chapter shall be managed under, the direction of the Board of Directors.
2. The number of Directors shall be no less than four (4) and no more than nine (9) valid Chapter members.
3. The Board shall meet at least one (1) time per year, and attend special meetings called by the President. These meetings may coincide with the general membership meetings. Directors are required to attend meetings of such board; if a Director is absent three times within a 12-month period, without being excused by the President, the Director will be deemed to have resigned and the position declared vacant. A Director may participate in a meeting of such board by means of a conference telephone or online, by means of which all persons participating in the meeting can communicate with each other at the same time.
4. The members of the Board of Directors shall be elected as follows:
- (i) Prior to the incorporation of the Chapter, the Chapter's predecessor group shall have selected by consensus individuals to serve as incorporators of the Chapter, who shall also have appointed themselves the first Board. The first Board shall serve in the interim for such time until the second Board is elected.
- (ii) At the first organizational meeting of the regular membership of the Chapter, nominations for proposed members of the Board of Directors shall be made by the membership, and elections shall take place within a three (3) month period, electing the second Board. The term for each seat on the second Board (and each subsequent Board) shall be one (1) year.
- (iii) After the election of the Board and within four months prior to the expiration of the one year term of the Board, proposed nominations for the new Board shall be made by the regular membership of the Chapter.
ARTICLE V - OFFICERS AND DUTIES
1. The Board of Directors shall elect from among its members a President. The Board of Directors shall also elect a Secretary and Treasurer, who do not need to be Directors. The Board of Directors may also elect individuals to substitute in the absence of certain officers or to assist them (such as a Vice President position), or to create other officer positions with specific duties (such as a Press Officer position), subject to its discretion; these officers also do not need to be Directors. With the exception of the Secretary and the Treasurer, no one person can hold two officer positions listed here at the same time. The Board of Directors may also create officer positions to be directly elected by the Chapter membership or classes thereof, especially delegate-type officer positions for establishing representation of the Chapter in broader forums.
2. The duties of the officers shall be as follows:
- (i) President. The President shall be the principal Officer and shall be generally responsible for leading the Chapter and managing its activities in accordance with the policies and procedures of these Bylaws.
- (ii). Secretary. The Secretary shall keep the minutes of all Chapter and Board of Directors meetings, and shall be responsible for preparing the Annual Chapter Report for presentation to the Chapter at the Annual Business Meeting and any documentation required by the OpenStreetMap Foundation.
- (iii). Treasurer. The Treasurer shall collect dues, pay all bills, and maintain the Chapter's financial records. The Treasurer shall also prepare the Chapter's Annual Financial Report for presentation to the Chapter at the Annual Business meeting. The Treasurer will also present the annual budget at said meeting and prepare any documentation for the OpenStreetMap foundation.
- (iv). Vice President. The Vice President in the absence of the President fills the roles of the President.
- (v). Assistant Secretary. The Assistant Secretary in the absence of the Secretary fills the role of Secretary.
3. Contracts. Contracts shall only be entered into by the Chapter as follows: (i) all agreements must be in writing, approved by the board and duly recorded in the minutes; (ii) all agreements must be within the Chapter's budget as certified in writing by the Treasurer; and (iii) The President or officer designed by the President must act as signatories on behalf of the Chapter for any such agreement or contract to be deemed as binding on the Chapter. This binding signatory requirement may only be modified by the Board of Directors.
4. Disbursements/Expenditures. Disbursements from the Treasury for Chapter expenditures shall be made by the Treasurer. Any other Officer may have such authorization only if approved by the Board of Directors. All such expenditures shall be included in the relevant minutes of the general Chapter meeting. Any disbursements outside the budget must be approved by the Board of Directors.
5. Modification of Duties: The duties set forth in this Article for each office are only general in nature, and the Board of Directors or any other committee duly designated or organized for such matters may modify the duties of each officer as it deems appropriate.
ARTICLE VI - MEETINGS
1. The Chapter shall hold meetings only in places that are open and accessible to members of the Chapter. Meetings shall be held as planned by the Board of Directors or any other committee duly designated or organized for such purpose.
2. The Annual Business meeting shall be held at a time deemed appropriate by the Board of Directors or any other committee designated or organized for such purpose. This meeting may coincide with a general membership meeting. At this meeting, the Financial Report shall be presented. Without limiting the generality of Article V (Officers and Duties), other business conducted at such Annual Meeting may include (but not be limited to) the election of Directors and Officers.
3. Notices of the place and time of all general membership meetings shall be distributed to all members at least one week prior to any meeting in a manner deemed appropriate by the Board of Directors or any committee duly designated or organized for such purpose.
4. The Chapter shall have general membership meetings at least once per year.
5. General membership meetings shall be accessible via electronic communication such as (not but not limited to) telephone conference calls or electronic chat.
ARTICLE VII - MISCELLANEOUS
1. The fiscal year of the Chapter shall end December 31st of each year.
2. All proposed changes to these Chapter Bylaws shall be presented to the Regular Members of the Chapter for a vote which must pass with a 2/3rds majority and must consist of at least 50% of all members having voted.
3. No official business of the Chapter or the Board of Directors shall be conducted unless a quorum of the relevant body is present, as the case may be. The number of members which represents a "quorum" for each relevant body shall be determined by the Board of Directors prior to any such meeting, as the case may be, provided, however a quorum of the general membership must consist of at least ten (10) members.
4. Unless otherwise specifically provided for in these Bylaws, a simple majority of the members of the relevant body (as the case may be), who are present and voting shall be required to carry a change to approve a motion.
5. Any member of the Board of Directors may be removed from office by motions of no confidence. Motions of no confidence may be initiated by at a regular meeting by a vote which must pass with a 2/3rds majority and must consist of at least 50% of all the members having voted.
6. In case of dissolution of the Chapter all assets will be transferred to the OpenStreetMap Foundation Ltd, a company incorporated by the registrar of companies for England and Wales on August 22nd, 2006 as a company limited by guarantee with company number 5912761.