Humanitarian OSM Team/U.S. Bylaws
Please note, the proposed Bylaws for the Dec 2011 Ballot are attached to the bottom of this page
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BYLAWS OF HUMANITARIAN OPENSTREETMAP TEAM UNITED STATES INC
We, the undersigned national 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:
1.These are the Bylaws for the organization which shall be called "Humanitarian OpenStreetMap Team United States, Inc." (herein referred to as "HOT").
ARTICLE II – PURPOSE AND ACTIVITIES
1.The general purpose of HOT shall be to promote the creation, maintenance and usage of free geodata for humanitarian response and economic development, by:
- Deploy to disaster effected areas to support International and National actors through capacity building in OpenStreetMap surveying, data editing and usage.
- Coordinate between actors in the field performing humanitarian response and the greater OpenStreetMap Community.
- Provide education and training prior to create capacity prior to disaster in high risk areas.
- Advocate the availability of free geodata for usage in humanitarian response and economic development.
2.HOT shall be established as a not for profit organization under the laws of Washington, DC
ARTICLE III – MEMBERSHIP
- HOT shall be organized as a “member” organization with one class of membership.
- HOT members are eligible for field deployment and are eligible for voting for the Board of Directors and on new membership.
- Members have voting rights in general elections.
- Membership is not required for participation in remote volunteer activities of HOT.
- Membership is determined by nomination and vote by current members of HOT. 2/3rds majority in favor of membership is required to become a member. Any individual denied membership for whatever reason after such procedures can appeal to the Board of Directors.
ARTICLE IV – THE BOARD OF DIRECTORS
- All corporate powers shall be exercised by or under the authority of, and the business and affairs of the Organization shall be managed under, the direction of the Board of Directors.
- The number of Directors shall be no less than four (4) and no more than nine (9) valid Organization members.
- 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.
- The members of the Board of Directors shall be elected as follows:
(i) Prior to the incorporation of the Organization those that have deployed into the field with the currently unofficially existing Humanitarian OpenStreetMap Team will determine initial membership. The initial membership will nominate individual to run for election for the initial board of HOT. The elected initial board that will incorporate HOT and serve a one year term as its board of directors.
(ii) 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 Organization.
ARTICLE V – OFFICER 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 HOT membership or classes thereof, especially delegate-type officer positions for establishing representation of the HOT 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 HOT and managing its activities in accordance with the policies and procedures of these Bylaws.
(ii). Secretary. The Secretary shall keep the minutes of all HOT and Board of Directors meetings, and shall be responsible for preparing the Annual Report for presentation to the HOT at the Annual Business Meeting.
(iii). Treasurer. The Treasurer shall collect dues, pay all bills, and maintain HOT's financial records. The Treasurer shall also prepare the HOT's Annual Financial Report for presentation to the HOT at the Annual Business meeting. The Treasurer will also present the annual budget at said meeting.
(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 HOT 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 HOT'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 HOT for any such agreement or contract to be deemed as binding on the HOT. This binding signatory requirement may only be modified by the Board of Directors.
4. Disbursements/Expenditures. Disbursements from the Treasury for HOT 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 HOT 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.
