!!!SME Server Community Draft Constitution Proposal

!!Goals
The primary goals of formally organizing the SME Server Community are to
1.	Foster and support the activities of the SME Server community of users and developers
 2.	To encourage communication and collaboration between community members
 3.	To provide for the continued growth and viability of the SME Server distribution

In this proposal, the SME Server community will formally organize to provide support for the SME server developers as well as organize and participate in projects and initiatives to improve support, documentation, training, contributions, marketing and promotion of the distribution. It is hoped that the close level of cooperation between all parties will allow the community to have and provide input into the future of the SME Server.

To support these goals, we have tried to limit the amount of detail in this document to what we believe is necessary to provide structure and resolve conflict when organizational or procedural issues arise.  Where possible, a minimalist approach will be taken, with specific details left to supporting documents.

All of the positions and roles described in this document are staffed by volunteers, who provide their time and skill for the benefit of us all. It is expected that due notice will be taken of this fact by all levels in the organization, and allowances made for conflicting duties and commitments.

In particular, production timelines should be in the form of goals rather than strict deadlines. It is hoped that that volunteers will not make commitments here that they can't keep (and they will graciously accept help from others or offload some duties when it makes sense to do so).

!Acknowledgments
A complete list of all the people to whom we are indebted, starting with GNU/Linux, would fill a book. However, it is especially important to acknowledge our debt and our gratitude to the following people/organizations:

Joseph Morrison/e-Smith, Inc. - first he dreamed it, then he made it happen
Mitel Networks, Inc. - for saving it, then for setting it free. Mitel continues to support ongoing development of the SME server.

For providing the base distribution to the linux community:
Red Hat, Inc.
Fedora Legacy
CentOS

It is our intention to behave ethically and responsibly with these contributions, and to respect the licenses of all software included in the distribution

!Top Level Organizations
The SME Server community will operate as a non-profit corporation named SME Server, Inc., operating in the state of Colorado, U.S.A..  The corporate sponsor shall provide the legally required minimum number of officers for the corporation.  This / these officer(s) will report to, and may be part of, the Board of Directors.  The duties of this / these officer(s) shall include, and not be limited to, adherence to all legal requirements on behalf of SME Server, Inc., prudent and transparent management of any funds, full disclosure (and prior agreement to proceed) of any legal encumbrances prior to their enactment, and shall file and maintain copies of any and all applications, registrations, tax forms, etc., as required by the laws of the United States and the state of Colorado.

!The SME Server Organization
This organization shall be the sole guide of the activities of the members of the SME Server community in pursuit of the goals listed under the Goals section above. For the purposes of this document, the SME Server community shall be deemed to consist of any person who has registered on the SME community website and has obtained an account. Anyone may do this, and become a member of the SME Server Community, regardless of any organizational affiliation(s).

The SME server organization will be composed of three primary groups:
   #Development Group (people who actually work on the code, develop releases or contributions and evaluate security issues).
   #Communications Group (people who collect, update and publish documentation.  The SME Server site is included in this group.
   #Administrative Group (people who deal with legal and monetary issues {if any}, deal with the organizational and reporting structure issues, domain and trademark registration, resolve inter-group disputes, etc.).

The standard language of written, IM, teleconference, etc. communications between officers shall be English.
All dates will be written with the month in words, e.g. 16 May 2005

!Leadership committee
This committee will be composed of the group leaders from each of the three primary groups  (3 total).  The duties of this committee are:
     *organize and conduct any voting and polling required for group buy-in of any major organizational or constitutional changes
     *set annual election dates, arbitrate and decide issues between groups
     *be the final arbiter of any disputes not resolved at a lower level.

Each member of the Leadership Committee shall have one vote on any committee decision. Any decision(s) made by the Leadership committee must be unanimous.

This group shall meet once a month, and is empowered to include a secretary, meeting facilitator, community member, corporate steward, or any other person that is deemed necessary, to attend the meetings as a non-voting member.  Meeting minutes (or a summary) will be relayed to the community in a timely manner.

! SME Server, Inc.
SME Server, Inc. will be governed by a Board of Directors, initially numbering five (5) directors in total, three (3) from the SME Server Leadership Committee and two (2) from the Corporate Sponsor. The Board may vote to increase the number of Directors, or add Advisers at its discretion.

The Board of Directors shall concern itself, broadly, with legal and organizational issues arising from the existence of SME Server, Inc., and the financial activities of this corporation. In particular, it shall be responsible for, or may delegate and review, the receiving any community donations, establishing bank and investment accounts,  paying any obligations, establishing funds for such purposes as bounties, and so forth. 

The initial members of the Board of Directors shall be the three elected members of the Leadership Committee, and two members chosen by the Corporate Sponsor. Their areas of interest on the Board of Directors shall be related to their roles in the SME Server Organization, in the following manner:
 •	President                                         The Business Agent
 •	Vice-President of Development      The Development Group Manager
 •	Vice-President of Operations          The Corporate Sponsor Liaison
 •	Secretary                                          The Communications Group Manager
 •	Treasurer                                          The Corporate Sponsor appointed Treasurer

These positions may be filled by corporate officers, but this is not a requirement.

Because conflicts of interest are possible in this situation, each Board Member should declare any financial or any other relationships with any other Board Member, the Corporate Sponsor, any vendors, affiliates or customers of these, or any other conflicts of interest.  The Board member must declare their conflict of interest at the time  and should abstain from voting on any item(s) affected by this conflict while conducting SME Server Organization or SME Server Inc. business. 

The Board of Directors will schedule meetings as needed, but in no case less than the minimum number required by law. This group shall meet by either an IM / teleconference / in-person chat on an agreed upon day OR shall correspond over the period of one week if email communications are to be employed.  Every attempt will be made to accommodate board members that cannot be present in person due to geographical distances and time zone differences. If a synchronous meeting type is chosen, the time of this meeting will be rotated, as much as practical, to accommodate Board Members resident in various time zones, in a manner consistent with the percentage of members in each time zone.

Each board member present, or remotely participating in, at any meeting shall have one (1) vote.  A simple majority of voting directors will be required to enact any business.  No quorum is required. To encourage free and open discussion, the outcome of any votes taken will be published as unanimous. The Board is empowered to include a secretary, meeting facilitator, community member, corporate steward, or any other person that is deemed necessary, to attend the meetings as a non-voting member.  

The board may, at its discretion, choose to adopt operations rules such as Robert's Rules of Order, and/or create bylaws to guide to guide how operations are conducted, or choose to operate informally. Meeting minutes and records of any activities undertaken by the Board of Directors shall be kept. These documents, the financial records of SME Server, Inc., and any documents caused to be created by the board, or that are legally required, shall be made available to the public and posted on the website in a timely manner.