Translated from the French
Bylaws of the Association ACM/SIGOPS de France
Recitals
It is first stated that the Association of Computing Machinery, as defined in Article 1.3 herebelow, is an international non-profit association whose aim is the promotion of progress, research and education in computer science. The ACM includes a number of Special Interest Groups, specialized in various fields of computer science. One such group, SIGOPS, is dedicated to computer operating systems.
The founding members of this Association ACM/SIGOPS de France wish to create a French branch of the SIGOPS group, which is specialized in operating systems, of the ACM and agree on the following bylaws.
Article 1 - Creation, Name and Definitions
1.1 A French association of the special interest group specialized in operating systems of the Association of Computing Machinery is formed hereunder and shall be named Association ACM/SIGOPS de France and governed by the Law of July 1, 1901 and with the decree dated August 16, 1901. In these Bylaws, the Association ACM/SIGOPS de France shall be referred to as the "Association".
1.2 The headquarters of the Association is at INRIA Rocquencourt, Domaine de Voluceau, 78153 Le Chesnay CEDEX. The headquarters may be relocated upon a decision of the Board of Directors. However, such a decision shall be notified to members of the Association within a three month period, either by letter, by electronic mail or by public announcement in any publication of the Association which is distributed to all of its members.
1.3 For the purposes of these Bylaws, the following terms shall have the meaning assigned to them hereafter:
A. "ACM" shall mean the Association of Computing Machinery, whose headquarters is currently located at 1515 Broadway, New York, NY, 10036-5701, or its assigns or successors, at any address which it may elect.
B. The "Bureau des Activites Locales" shall mean the Local Activities Board of the ACM, or any body of the ACM that might replace it for the purposes of supervising the activities of the ACM local branches.
C. The "Bureau des SIG" shall mean the SIG Board of the ACM, or any body of the ACM that might replace it for the purposes of supervising the activities of the ACM Special Interests Groups.
D. The "Commission des Statuts" shall mean the Constitution and Bylaws Committee of the ACM, or any body of the ACM that might replace it for the purposes of verifying the compliance of the local branches bylaws with the constitutional documents and bylaws of the ACM.
Article 2 - Purpose
2.1 The Association's exclusive purpose is to promote scientific education and research. Specific objectives are:
A. To promote an increased knowledge of the science, design, development, and applications of modern computer operating systems.
B. To provide a means of communication between persons having an interest in computing and especially in operating systems.
C. To serve as a link with the operating system research and education community in France and in other countries.
2.2 The activities of this Association will include the following:
A. Collecting and disseminating information, including through electronic mail, Usenet newsgroups, a newsletter, a WEB server and/or any other possible forms of publication, whether printed, electronic or otherwise.
B. Sponsoring meetings, conferences, seminars, symposia, discussion groups and workshops.
C. Organizing sessions at ACM conferences.
D. Serving as a source of information for its members, other groups or association of the ACM, and the general public.
E. Collaborating with other ACM units on activities such as lectures, professional development seminars and technical briefings.
Article 3 - Charter and Approval
3.1 The Association is chartered by the ACM. It is formed and shall operate under the sponsorship of the ACM, the Local Activity Board, the SIGOPS and the SIG Board.
3.2 The names ACM and SIGOPS belong to the ACM, and are used by the Association only with the express approval of ACM.
3.3 The Association explicitly acknowledges that the use of the ACM and SIGOPS names remains at all times subject to the approval of ACM's Local Activities Board, which shall have the right to withdraw such approval at its own discretion.
3.4 Should the approval mentioned in paragraph 3.3 hereabove be withdrawn for any reason whatsoever, the Association shall hold a general members' meeting within three months in order to decide either to continue to exist under another name or to break up, should it feel that it can no longer fulfill its purpose, as defined in these Bylaws.
3.5 The Association acknowledges that its Bylaws are a material factor based upon which the ACM may decide to maintain or withdraw its approval for the use of the ACM and SIGOPS names. Consequently, it undertakes promptly to inform the ACM of any contemplated or adopted amendment of such Bylaws.
Article 4 - Membership
4.1 Voting membership in the Association shall be open to all ACM members and ACM SIGOPS members who are French workers or residents upon request and subject to the payment of the local dues, as determined by the Board of Directors. Voting membership in the Association shall also be open to other interested persons in France or abroad upon request and the payment of local dues.
4.2 Student membership shall be open to all full-time students, i.e. having no wage-earning activity. For the purposes of these Bylaws, students preparing a PhD with a grant shall be considered full-time students, provided that they have no wage-earning activity. Student membership dues shall be determined by the Board of Directors, but shall not exceed 75 percent of regular member dues.
Article 5 - Board of Directors ("Conseil d'Administration")
5.1 The Board of Directors shall be composed of at least four members, elected for a term of two years and renewable by the General Members' Meeting. The Board of Directors shall elect among its members of at least three persons who shall hold the following offices: a chairman, a secretary and a treasurer. The Board of Director may, as the case may be and at its own discretion, elect among its members a vice-chairperson, and assistants or deputies to the holders of the above mentioned offices. Such persons shall then be part of the executive committee. Unless otherwise decided by the Board of Directors, which shall have the right to modify the composition of the executive committee at any time, the term of the executive committee members shall be until the next renewal of the Board of Directors.
5.2 Voting rights for the General Members' Meeting is opened to all members of the Association meeting the conditions set forth in Article 4 above.
5.3 Only members of the Association who are also voting members of the ACM and of the ACM SIGOPS are eligible for the Board of Directors.
5.4 Vacant positions in the Board of Directors, whether dut to death, resignation, dismissal or any other reason, shall be filled either by cooptation or by election, as decided by the Board. Temporary members of the Board thus appointed must be confirmed in their positions at the next General Members' Meeting, in accordance with the provisions of this Article 5 and of Article 9 herebelow.
5.5 Members of the Board of Directors shall be elected by secret ballot and by a plurality of votes cast by the General Members' Meeting. Members of the Association who cannot attend the General Meeting may be represented by an attending member or may take part to the election for the Board of Directors by mail ballots, pursuant to conditions set forth by the current Board of Directors in accordance with Article 9 herebelow.
5.6 The effect of the election is immediate. The election of the members of the Board of Directors shall be held every second year.
5.7 Decisions of the Board of Directors shall be taken by a plurality of votes. In the event of a tied vote, the chairman's vote shall prevail.
Article 6 - Duties of the officers
6.1. The Chairman is the principal officer and is responsible for leading the Association and managing its activities in accordance with the policies and procedures of the ACM. The Chairman shall preside at all meetings of the Executive Committee or of the Board of Directors, as well as the General Members' Meetings.
6.2 The Secretary shall keep the records of the Association and of the Board of Directors. Other duties of the Secretary include:
A. Maintaining the records and archives of the Association, drafting and keeping the minutes of meetings of the Board of Directors and of General Meetings.
B. Preparing the agenda and the convocations for the meetings of the Board of Directors and for the General Meetings on behalf of the Chairman and with his approval.
C. Preparation of the Association's Activity Report and submission of such report, once approved by the General Meeting, to ACM's management.
D. Notification to ACM Headquarters of any changes in the elected bodies of the Association.
E. Submission of any proposed amendment to these bylaws to the Chairmen of the Local Activities Board and the ACM Constitution and Bylaws Committee, pursuant to Articles 3.5 and 11.1 of these Bylaws.
F. Presiding at Board and General meetings in the absence of the Chairman and assisting the Chairman in the management of the Association.
G. Performing such other duties that may be assigned by the Chairman or the Board of Directors.
6.3 The Treasurer is the chief financial officer of the Association. Duties of the Treasurer shall also include:
A. Managing the finances of the Association according to the policies and procedures of the ACM, including collecting dues and paying all bills.
B. Maintaining the financial records and keeping full and accurate accounts of receipts and expenditures of the Association.
C. Completion and submission of the Annual Financial Report to the General Members' Meeting and to the ACM Headquarters.
D. Performing such other duties as may be assigned by the Chairman or the Board of Directors.
6.4 The Board of Directors may appoint some of its members or other members of the Association for the purpose of carrying specific or continuing missions.
Article 7 - Honorary Chairman
7.1 At the time of the election of a new Board of Directors, should the incumbent chairman not run for reelection or should he not be re-elected to the Board of Directors, the General Members' Meeting may decide to elect him Honorary Chairman. Should it not appoint a former chairperson, the General Members' Meeting may decide to appoint as Honorary Chairman any other person whom it wholly trusts or whose contribution is deemed to be outstanding. The Honorary Chairman is elected for a term of two years and may be re-elected.
7.2 The honorary Chairman, if any, is not part of the Executive Committee, does not take part in daily management of the Association and holds no executive office and has no decision making power, but is automatically a voting member of the Board of Directors. His role is to exercise moral authority and to secure the proper operation of the democratic bodies of the Association, pursuant to the letter and spirit of these Bylaws. He is, notably, in charge of appointing the members of the election committees, pursuant to the provisions of Article 8 below.
7.3 Should any disagreement arise with the current Board of Directors, the Honorary Chairman's only right shall be to inform the General Member's Meeting and the management of the ACM of such disagreement. His comments or criticisms in this respect, if any, shall be included in the agenda attached to any convocation to a General Members' Meeting.
7.4 A former Honorary Chairman shall not be part of the Executive Committee of the Board of Directors for a period of two years after the date at which he has ceased to be honorary chairman.
7.5 In the absence of an Honorary Chairman, the duties specifically assigned to him in these Bylaws shall be carried out by the Chairman of the Association, it being clearly understood that this will in no way affect the powers and the eligibility of such Chairman.
Article 8 - Committees
8.1 With the advice of the Board of Directors, the Chairman may appoint such committees as appropriate.
8.2 A Nominating Committee, consisting of at least three members of this Association, at least two of whom shall not be members of the Executive Committee, shall be appointed by the Honorary Chairman (or, if none, by the Association Chairman) at least two months prior to the Election.
8.3 An Election Committee, consisting of at least three members of this Association, at least two of whom shall not be members of the Executive Committee, shall be appointed by the Honorary Chairman (or, if none, by the Association Chairman) to conduct the Election.
8.4 An Audit Committee shall be appointed by the Association's Chairman at the close of the fiscal year to verify the accounting of the Association's funds for the year and warrant their accuracy. This Committee should also verify the accuracy of the Financial Report prepared by the Treasurer for submission to the General Members' Meeting and to the ACM.
8.5 Upon proposal by the Board of Directors, the General Members' Meeting may, without modifying these Bylaws, decide to create one or more permanent Committees for the purpose of organizing this Association's various activities: committee for the activities agenda, for meetings, for educational activities, the development of membership and follow-up of dues, for advertising activities, etc. The General Members' Meeting may decide that the chairmen of such permanent committees are automatically members of the Board of Directors.
Article 9 - Meetings
9.1 General Members' Meetings of the Association shall be held at least once per year, and shall be called by the Board of Directors.
9.2 Written or electronic-mail notices of all meetings shall be distributed to all members at least fourth week prior to any General Meeting. Such convocation shall include a detailed agenda which shall include notably the full text of proposed resolutions submitted to the General Meeting.
9.3 The Association shall hold meetings only in places that are open and accessible to all members of the ACM and to all members of the Association.
9.4 The Ordinary General Meeting shall be held once a year. At this ordinary Annual Meeting, the Secretary and Treasurer shall present, respectively, an Activity Report and a Financial Report. The election of the members of the Board of Directors shall be held every second year during this ordinary Annual Meeting. For such election, the current Board of Directors shall take all steps required to allow mail ballots for members who cannot attend the Meeting, in accordance with Article 9.8 herebelow.
9.5 Members of the Association who cannot attend a General Members' Meeting may be represented by an attending member by signing a proxy, provided however that such attending member may not represent more than (five) members in addition to himself. The proxy shall take part in all votes of the General Meeting on behalf of his principals as if such principals were physically attending.
9.6 No General Meeting of the Association shall be conducted unless at least 30 percent of the members are attending or represented, and the number of members physically attending shall not be smaller than eight. If this quorum is not reached, another General Meeting shall be organized with the same agenda within (six) weeks and shall be entitled be held validly, irrespective of the number of members attending or represented.
9.7 A simple majority of the members present or represented and voting shall be required to carry a motion.
9.8 Officers will be elected by a plurality of votes cast by present or represented members. For this election, non attending members may also vote by mail ballot. For this purpose, all members of the Association must be informed of the slates of candidates no later than four weeks prior to the date of the Meeting. Members voting by mail ballot shall send their ballot under closed envelope to the Election Committee at least one week prior to the date of the Meeting. Members of the Election Committee and of the Board of Directors shall take all steps required to secure the legality and secrecy of the vote.
Article 10 - Disbursements and Dues
10.1 Disbursements from the Treasury for Association expenditures shall be made by the Treasurer with the authorization of the Board of Directors. Such authorization shall be duly mentioned in the minutes of the Board of Directors meetings. The Board of Directors may, where applicable, grant a permanent payment authorization for the settlement of regular or recurrent expenses (salaries, rents, insurance premiums, utilities invoices, etc.).
10.2 Dues shall be fixed annually by the Board of Directors.
Article 11 - Bylaws
11.1 Only the General Members' Meeting is entitled to modify these Bylaws.
11.2 All proposed changes to these Association Bylaws shall be approuved to the Chairman of the Local Activities Board and the ACM Constitution and Bylaws Committee, whose reactions to such proposed changes shall be included, along with the draft amendment, in the agenda appended to the convocation to the General Meeting called to decide upon this amendment, in accordance with Article 9.2 hereabove.
11.3 The nullity of any of the clauses of these Bylaws shall not result in the nullity of other clauses of these Bylaws. In particular, should any clause be declared null, illegal or unenforceable, in part or in whole, by any court or any other institution having jurisdiction to do so, or should any law or regulation invalidate any clause of these Bylaws, such clause or clauses shall be deemed not to exist, without affecting the validity of the other clauses of these Bylaws. In such a case, the General Members' Meeting shall decide either to keep the Bylaws as they are after the abogation of the relevant clauses or to adopt a new, compliant, drafting of such clauses, in accordance with Articles 11.1 and 11.2 hereabove.
11.4 These Bylaws have been drafted and adopted in French by the General Members' Meeting during which the Association was formed, in accordance with the requirements of French Law. An English translation of these Bylaws has been made for use by the ACM or any person wishing to read these Bylaws in English. For the avoidance of doubt, it is explicitly stated that in case of differences of interpretation between the French and English versions, the French version of these Bylaws shall prevail.
Article 12 - Dissolution
12.1 Dissolution of this Association by consent of the members shall consist of unanimous agreement of its Board of Directors together with a majority vote at an extraordinary general meeting the purpose of which shall have been publicized at least 4 weeks in advance to all members of the Association. Notwithstanding the preceding, unanimous agreement of the Board of Directors shall not be required for validly dissolving the Association in the case of the withdrawal of the ACM approval mentioned in Article 3.
12.2 If the extraordinary general meeting whose purpose is to decide upon a contemplated dissolution does not attain the quorum set forth in Article 9.6 hereabove, the Association will be automatically dissolved.
12.3 Should the Association be dissolved in accordance with the provisions of Articles 12.1 and 12.2 hereabove, the General Meeting shall appoint one or several members whose duties shall be to establish the liquidation accounts, and its assets and liabilities shall be transferred to ACM and shall be supervised by the Local Activities Board.
Executed in _______, on _________ 1997.