Bylaws

Bylaw A. User Agreement (Posting Guidelines)

Bylaw B. Membership
Article 1 Membership
Article 2 Membership Donations
Article 3 Denial and revocation of membership

Bylaw C. Leadership
Article 1 All Leadership
Article 2 Directors
Article 3 Lead Officers
Article 4 Officers
Article 5 Guardians
Article 6 Teams
Bylaw D. Decisions & Votes
Article 1 Officers Decision
Article 2 Proposing a motion
Article 3 Meetings
Article 4 Voting Rights
Article 5 Chairs Privilege
Article 6 Tally
Article 7 Amendments
Bylaw E. Finances
Article 1 Sustainability & Non-profit status
Article 2 Expenses
Article 3 Budgets and reporting
Article 4 Dedicated Funds
Article 5 Compensation
Article 6 Transparency

---

Bylaw B. Membership

Article 1 Membership
Section01 Only one membership may be held by any single private individual.
Section02 Membership is granted at the discretion of a designated Officer acting on behalf of the Board.
Article 2 Membership Donations
Section01 Donations marked 'membership' are considered membership applications.
Section02 Membership donations of or exceeding $5 USD in a single transaction will grant the donating private individual membership status for 30 days from the completion of the transaction.
Section03 Membership donations of or exceeding $50 USD in a single transaction will grant the donating private individual membership status for a year from the completion of the transaction.
Section04 Membership donations of or exceeding $25 USD in a single transaction will grant the donating private individual membership status for a year from the completion of the transaction, where the individual is in financial circumstances meriting special consideration, such as pensioner,student or unemployed. Whether or not this is the case will be determined by a designated Officer.
Section05 Membership donations of or exceeding $500 USD in a single transaction will grant the donating private individual Membership for life.
Section06 Membership donations are non-refundable under any circumstances.

Article 3 Denial and revocation of membership
Section01 All members can cancel their membership by giving written notice to the Secretary.
Section02 The Secretary can deny any membership application if that persons membership
(a) would bring the Institute into disrepute,
(b) cannot be expected to contribute positively to the achievement of the Institutes’ mission.
© is not supported by a membership donation
Section03 The Secretary can cancel or revoke any membership if
(a) authorised by a vote of a majority of sitting Directors or
(b) if a person’s membership status is no longer supported by a membership donation
Section04 Decisions by the Secretary can be appealed to the Management Committee and subsequently the Board in accordance with normal procedures.
Section05 Individuals whose membership status has been revoked or denied will not have membership status while the appeal is pending, but must be permitted one appeal hearing by the Board which shall be conducted within 14 days of revocation or denial.

Bylaw C. Leadership
Article 1 All Leadership
Section01 ImmInst Leadership consists of
(a) Directors,
(b) Officers, and Lead Officers
© Guardians
Section02 Personal Details
(a) All Leaders must identify themselves by name and current address upon request from an ImmInst Lead Officer or the Board,
(b) All Leaders must consent to such detail being held on file by ImmInst for a period not less than ten years.

Section03 Pledge
All Leaders must sign, agree to, and abide by the following pledge:

(a) I agree to abide by the principles and rules set out in the ImmInst Constitution
(b) I understand that ImmInst is represented only by nominated Officers and Directors.
© I understand that I am offering assistance to ImmInst only to the degree that I am comfortable with. I will not engage in activities that I do not have the desire, time or technical expertise to pursue.
(d) I will notify ImmInst when I plan to cease participation for a period of more than 30 days.
(e) I understand that I may be trusted with sensitive data, dissemination or mishandling of which could cause harm to ImmInst, its members, its affiliates or others. This data may include, but it not limited to:

-1) personal identifiable information, including data such as names, dates of birth, addresses, contact detail and
-2) technically sensitive information, including data such as passwords, software, scripts and codes and
-3) financially sensitive information, including data such as bank details or details of financial transactions, and
-4) other confidential information, including data that has not obviously been intended for publication to an undefined readership, personal communications, communications with restricted access
-5) and any other information which can reasonably be considered sensitive, personal, confidential or otherwise privileged.

(f) I promise not to communicate, view, store, transfer, alter, delete, copy, convert, disseminate or otherwise engage with such sensitive information unless it is absolutely required.
(g) I confirm that I will immediately inform the Board if I become aware of any potential or actual conflict between my interests and those of Imminst.
(h) I will not either directly or indirectly, receive or accept for my own benefit or the benefit of any person or entity other than ImmInst any gratuity, emolument, or payment of any kind from any person or entity other than ImmInst in relation to my activities for ImmInst
(i) I understand that ImmInst will not lay claim to any intellectual property which I develop hereunder. I will grant ImmInst a free, nonexclusive, non-transferable license to any intellectual property which I develop hereunder.
(j) I understand that either myself or ImmInst can terminate this agreement at any time in writing.
(k) I promise that at the time this agreement terminates, I will deliver to ImmInst any and all documents or any other copies of information or material connected with his agreement and I will destroy or delete any copies of such material at the request of ImmInst.

Section04 Inactivity
(a) All members of leadership shall be considered active unless they have declared themselves on leave for a specified time not exceeding 30 days.
(b) Notification of inactivity
© An inactive Leaders status can be restored to active by the Board.
(d) An inactive Leader can be removed from post by the Chair.
Section05 Multiple Offices
Any two or more Leadership positions may be held by the same person, except
(a) The President and the Secretary may not be the same person

Article 2 Directors

Section01 Election
(a) Directors are elected by referendum according to the special conditions set out in the Constitution.
(b) Only Individuals who have been Members for more than 8 months may stand as candidate for Director election.
© A candidate can declare a candidature in writing to the Chair during the first 8 days of one of the followings months: January, March, June, September.
(d) The candidate may identify, at the time of announcing the candidature, whether the candidate wishes to replace a particular member of the Board.
(e) Within 56 hours of announcing candidature, a candidate must be endorsed by 8 Members or 1/10 of all membership (whichever number is smaller), or the candidature will be void on this occasion.
(f) The Chair must initiate a referendum to determine the candidates’ election to Director to be concluded within the month that the candidature was announced in.
(g) A candidate who has been unsuccessful in a Director election cannot stand for Director election again until 6 months have passed.
(h) A former Director who has lost the position to a candidate in this manner cannot stand for Director election again until 6 months have passed.

Section02 Duties
(a) The Board of Directors shall be a committee to conduct all affairs of ImmInst not otherwise specifically provided for in the Constitution.
(b) Directors are expected to vote (or vote abstain) on every motion before the Board.
© Directors shall elect a chairperson (the Chair) amongst themselves.
(d) Directors are expected to attend, inter alia to the following matters:

Article 3 Lead Officers

Section01 Lead officers roles
(a) Imminst recognizes the following Lead Officers:
(b) where a Lead Officer has not been appointed, the Board shall designate one of their number to act in stead of a Lead Officer until such time that a Lead Officer has been appointed and agreed to commence performance of that role.
An up-to date register shall be kept at all times detailing which Director acts in stead of a Lead Officer.
© All Lead officers shall submit a report of their activities to the Board on a regular basis as agreed with the Chairman, but at least once every 6 months.

Section02 Appointment
(a) Lead Officers are elected by Referendum according to the special conditions set out in this section.
(b) To initiate the appointment procedure, the board shall approve a single draft agreement in a Board vote and issue a call for applications to all Members or more widely.
© The call for applications shall remain open for no less than 21 days.
(d) Only individuals who have been Members for more than 8 months may stand as candidate for election to Lead Officer.
(e) At the close of the call, the board shall review all applications and agree on a shortlist within 14 days. If more than one candidate has applied, the shortlist shall comprise not fewer than 2 candidates.
(f) After establishing a shortlist, the Board shall initiate a Referendum in which the candidate is appointed.
Section03 President
(a) The President, except where otherwise directed by the Board, is the chief executive officer of ImmInst.
(b) The Board of Directors may authorize the President to sign contracts on behalf of and binding ImmInst, and may at any time, withdraw or terminate such authorization once given.
Section04 Treasurer
(a) The Treasurer shall have the care and custody of all the funds and securities of ImmInst shall deposit the same in the name of ImmInst in such bank or trust as the Board may select.
(b) The Treasurer shall sign all cheques, drafts, notes and orders for the payment of money and shall pay out and dispose of the same when, as, and if authorized to do so by the Board
© The Treasurer shall keep full and accurate accounts of receipts and disbursements.
(d) The Treasurer shall render to the President and Directors whenever they may require a current account of all financial transactions and of the financial condition of ImmInst.
Section05 Secretary
(a) The Secretary shall have the care and custody of membership records.
(b) The Secretary shall determine membership matters.
© The Secretary shall keep a current record of all members and guardians
(d) The Secretary shall maintain records of membership activity in various Imminst initiatives as required by the Board or other Lead Officer
Section06 Management Committee
(a) The Lead Officers collectively constitute the Management Committee.
(b) The Management Committee shall exchange information, arbitrate disputes and agree strategy among Officers.
© Decisions of the Management Committee are made by majority vote.
(d) The President shall convene and preside over all meetings of the Management Committee.

Article 4 Officers

Section01 Moderators
(a) Moderators moderate individual electronic forum(s) on ImmInst's website.
(b) Moderation includes the enforcement of the User Agreement, editing contributions where appropriate, helping to link and highlight noteworthy information, assisting requests for information and dealing with complaints about the behaviour of users.
© Moderators are overseen and appointed by a Lead Moderator.
Section02 Engineers
(a) Engineers work on the software the Institute uses.
(b) Engineers assist with, among other things, identifying software errors and inefficiencies, improving the running of the software, establishing new software, advising on software options and keeping data secure from unwanted interference.
© Engineers may have far reaching data access.
(d) Engineers are overseen, appointed and dismissed by a Lead Engineer.
Section03 Team Leaders
(a) Team Leaders lead a particular project or initiative.
(b) Team leaders establish the goals of the team and ensure that those goals are accomplished within a specified timeframe. They report on progress on a regular basis to the Team Coordinator and the membership.
© Team leaders are overseen by the Team Coordinator
Section04 Editors
(a) Editors shall draft the content of publications or official website Content in specific agreed areas or for specific projects
(b) Editors are overseen by the Lead Editor
© Editors are appointed and dismissed by the Management Committee
Section05 Spokesperson
(a) Spokespersons are authorized to represent ImmInst on specific occasions or for a specific period of time, or on specific subjects.
(b) Spokespersons shall be appointed and dismissed by Board Vote.
Section06 Advisors
(a) Advisors provide expert advice to the Institute Leadership.
(b) Advisors are not appointed to give authoritative advice to the general membership or to the public on behalf of ImmInst and must avoid creating any impression to the contrary.
© Advisors shall be appointed and dismissed by the Board.

Article 5 Guardians

Section01 All Individuals who have previously served as an ImmInst Director or Lead Officer or been a Lifetime Member for a period of at least 3 years shall be eligible as guardians.
Section02 Guardians shall be registered by the Board.
Section03 Guardians advise the community on strategic developments.
Section04 Guardians Veto
(a) Guardians may, in a special veto prevent the taking of any decision by an Officer, by the Board or in a Referendum that would fundamentally compromise the pursuit on the Institutes mission or endanger the Institutes existence
(b) This veto must be proposed by a Guardian and be supported by at least 66% of all registered Guardians.

Article 6 Teams
Section01 ImmImnst shall, from time to time, form such teams as are necessary or desirous to engage in a certain activity
(a) The Team Coordinator shall
(b) Teams shall consist of no fewer than one Member but may include non-Members
© The mission of the team shall be specified upon its establishment.
(d) Duties of team participants shall be specified in the appointment.
Section02 Team leaders
(a) The Team Coordinator may delegate the authority to appoint team members to the Team Leader of that team
(b) The Team Leader shall be regarded as an officer of ImmInst and as a member of leadership, unless expressly stipulated otherwise by the Board.
© The Team Leader may specify such rules, codes of conduct and objectives as required for the effective functioning of the team.

---

Bylaw D. Decisions & Votes

Article 1 --Officers Decision
Section1   Officers may take individual decisions and conduct day-to-day operations within the remit of their responsibilities as laid out in this Constitution and as agreed by the Management Committee.
Section2   An Officer's decision may be overturned by a Lead Officer who is authorised to appoint that Officer or by Board Vote or Referendum.

Article 2 --Proposing a motion
Section1   Any issue arising may be made subject of a Board Vote or a Referendum by any two Directors, or by a Guardian and a Director, where either one is proposing the voting brief and the other seconding the same.
Section2   Votes must be presented in a Voting Brief. The Voting Brief must set out all of the following elements:

Article 3 --Meetings
Section1  The Organisation shall maintain an interactive website which shall be considered an ongoing meeting of all Members and Directors as long as the website is commonly and usually accessible from within a majority of states in the US or Europe.
Section2   Membersmay represent themselves in this meeting by utilizing an electronic alias.
Section3  All communications that are disseminated via the Organisations website shall be considered valid notification to the entire membership 24 hours after they have been published unless otherwise stipulated in this Constitution.
Section4   Meetings and votes of the Board can also be conducted by other forms of communication but minutes of the meeting and a record of all votes must be deposited on the website within 30 days.
Section5   Referenda may only be conducted electronically on or via the website except when authorised by a specific Board Vote.

Article 4 --Voting Rights
Section1   All active Board members may vote in a Board Vote.
Section2   All Members in good standing may vote in a Referendum
Section3   A member entitled to vote may vote in person or may vote by proxy executed in writing by the member, or by his duly authorized attorney-in-fact. No proxy shall be valid after 11 months from the date of its execution, unless otherwise provided in the proxy.

Article 5 --Chairs Privilege
Section1  The Chairperson may pause any vote once for a maximum period of 30 days pause for any reason
Section2  
The Chairperson may halt, reschedule or terminate a vote if
Section3   Any decision by the Chairperson under this Article may be overturned by a Board Vote.
Section4  The Chairperson may not exercise Chairs privilege on in a vote specifically aimed at overturning a previous decision by the Chair under this Article.

Article 6 -- Tally
Section1   When the designated voting period has expired, any member of Leadership may present an accurate tally of the votes cast.
Section2   The first accurate version of such a tally shall be considered the final tally.
Section3   The option that received the most votes in favour shall be considered the outcome of the vote, unless expressly specified to the contrary by the vote brief.
Section4  Where the tally indicates that no option has received a majority of votes cast, excluding abstentions, the vote shall be considered defeated.
Article 7 --Changes to the Articles of Incorporation and the Bylaws
Section1   Changes to the Articles of Incorporation and the Bylaws are decisions subject to votes that may only be made in accordance with the additional provisions in this Article.
Section2   The proposed change must be notified in full to a Guardian and the Guardian must acknowledge receipt of said notification.
Section3   The proposed change may not be put to a vote before 48 hours have passed from the time a Guardian has acknowledged receipt.
Section4   The motion is only valid by either unanimous agreement of the Board or if ratified by a simple majority of the Board and an additional Referendum.

Bylaw E. Finances
Article 1 -- Sustainability & Non-profit status
Section1   The Organisation may not sign up to or engage in any activity that involves a variable financial expenditure if that expenditure could, in the estimation of the Treasurer or any Director exceed 80% of current assets and where there is no reasonable option to disengage from the activity in due time to prevent this occurrence.
Section2  The Organisation shall not engage in any activities that would endanger its status as exempt from federal income tax under Section 501©(3) of the Internal Revenue Code, or its status as a corporation, contributions to which are deductible under Section 170©(2) of the Internal Revenue Code or any future version of such a federal tax code.
Section3   The estimation of the Treasurer or any Director according to Section 01 must be published in a manner that it is easily accessible to all Members. The estimation is considered void only if the person who made it retracts it or when is no longer in post as a Treasurer or Director.

Article 2 -- Expenses
Section1   Expenses may only be incurred for the purpose of furthering the Organisations Mission.
Section2   Valid receipts must be kept for all expenses. No expense may be reimbursed without a valid receipt.
Section3   Any expense incurred on behalf of the Organisation must be approved by the Treasurer before it is incurred.
Section4   Any Officer may incur expenses of up to $80 in any period of 7 days without the prior approval of the Treasurer, unless that Officer is instructed otherwise by the Treasurer. Such expenses must be notified to the Treasurer as soon as possible and cannot be incurred twice without the approval of the Treasurer.
Section5   A Treasurer's decision to allow or disallow an expense may be overturned by a Board vote.

Article 3 -- Budgets and reporting
Section1   Between March 2^nd & March 18^th each year, the Treasurer shall take account of all assets and liabilities and make an estimation of the Organisation's operating revenues and expenses and provide an estimate of revenue or losses until the following March 1^st.
Section2   Between March 18^th and March 30^th each year, the Board shall draft plans for expenditure in the following year (the Annual Budget).
Section3   The Board may revise the Annual Budget at any time.
Section4   If a Budget or a revised Budget would result in an expense which, in the estimation of the Treasurer or any two Directors would likely mean a reduction of greater than 30% of current assets at the following March 1^st compared to current assets at the previous March 2^nd, the Budget must be approved by a Referendum.
Section5   If a Budget or a revised Budget would result in an expense which, in the estimation of the Treasurer or any Director would likely mean a reduction of greater than 60% of current assets at the following March 1^st compared to current assets at the previous March 2^nd, the Budget must be approved by a Referendum and by an additional majority vote of all registered Guardians.
Section6   The Treasurer shall notify the Board between the 1^st and 8^th day of each June, September and December about the progress of spending the Budget and about any alterations in the projected revenues, expenses and surplus.

Article 4 -- Dedicated Funds
Section1  Research budget
Section2   Project Funds

Section3   Dedicated Donations

Article 5 -- Compensation
Section1   Payments to Officers
Section2  Compensation review

Section3   Employment



Section4   Reward points

Article 6 -- Transparency
Section1   Financial details and decisions under this Bylaw shall be shared with the Membership in a timely manner wherever possible.
Section2   Security, commercial or privacy considerations may preclude transparency according to this article. If a decision has been made to not share certain information, the Treasurer shall periodically review that decision.