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BYLAW4.TXT
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1991-01-11
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Version 5
Version 3 was passed by the membership in June, 1987
This version incorporate amendments passed in April,
1988 and December, 1988
Version 3 Drafted by Bob Tolz [70475,1071]
after consultation with the Membership in formation,
with special thanks to Nelson Ford, Barry Simon,
Joan Friedman, Neil Rubenking, Howard Benner, Peter Fletcher,
Steve Schauer, John Friend, Bob Foster, Marshall Magee, Karl
Brendel and Jim Button for their contributions.
Version 5 incorporates changes to Article 4, sections 2 and 3 that
were passed by the membership in January, 1991.
BYLAWS
OF
ASP, INC.
ARTICLE 1: Object of Corporation
Section 1. This Corporation is created by its Members
for the following purposes:
ASP, the Association of Shareware Professionals, was formed
in April 1987 to strengthen the future of shareware (user
supported software) as an alternative to commercial software. Its
members, all of whom are programmers who subscribe to a code of
ethics or are non-programmers sincerely interested in the
advancement of shareware, are committed to the concept of
shareware as a method of marketing.
ASP's primary goals are:
o To inform users about shareware programs and about
shareware as a method of distributing and marketing software;
o To encourage broader distribution of shareware through
user groups and disk dealers who agree to identify and explain
the nature of shareware;
o To assist members in marketing their software;
o To provide a forum through which ASP members may communi-
cate, share ideas, and learn from each other; and
o To foster a high degree of professionalism among share-
ware authors by setting programming, marketing and support
standards for ASP members to follow.
Section 2. The purpose of the Corporation may not be
altered except as an amendment to these bylaws, which shall
require a two-thirds majority vote at an annual or special
meeting of the Membership.
Section 3. The Corporation is not organized, nor shall
it be operated, for pecuniary gain or profit, and it does not
contemplate the distribution of gains, profits or dividends to
its Members and is organized solely for non-profit purposes. The
property, assets and profits and net income of the Corporation
are irrevocably dedicated to the purposes set forth in Section 1
hereof, and no part of its profits or income shall ever inure to
the benefit of any Director, Officer or Member thereof or to the
benefit of any private person.
ARTICLE 2: Membership
Section 1. The Membership of the Corporation shall
consist of those persons who have signed the Certificate of
Incorporation as incorporators together with all persons who are
hereafter received in or elected to Membership as hereinafter
provided.
Section 2. The criteria for Membership in the Corpora-
tion shall be:
(a) That the Member, in the judgment of the Board of
Directors, is and remains a shareware professional, as that
term may be defined by the Board of Directors after consultation
with the Membership.
(b) That the Member pay and remain current in the
payment of dues, fees and assessments.
(c) That the Member agrees to abide by and continues
to abide by the published standards of the Corporation for the
development and distribution of shareware.
(d) Co-authors of a single shareware product one of whose
authors is a member of ASP may apply to be "CoAuthor Members".
Such members shall not have a vote, may not run for the the Board
of Directors, or serve as Officers, shall not pay dues and shall
not recieve notification of meetings. They may take part in
discussions in the continuous meeting and may describe themselves
as ASP members in connection with products coauthored with a
regular member. Nothing in this paragraph shall be construed to
prohibit each co-author from separately becoming regular Members.
(e) Members who are not authors of shareware products
shall be "Associate Members". Associate Members shall be permitted
access to meetings of Members and may be heard thereat, but they
shall not be entitled to vote on any matter. Dues, fees and
assessments for Associate Members may be set differently from dues,
fees and assessments for other Members. Associate Members shall
not be eligible to become directors.
(f) Individuals shall become Associate Memebers only by
explicit invitation of the Board of Directors or by a membership
committee to which the Board of Directors chooses to delegate this
authority.
(g) Associate members must pay and remain current in the
payment of dues, fees and assessments to continue as Associate
members.
(h) At any time, the Board Directors by a 2/3 majority
vote may terminate the membership of any Associate member. This
authority may not be delegated.
Section 3. The criteria for Membership in the Corpora-
tion may not be altered except as an amendment to these bylaws,
which shall require a two-thirds majority vote at an annual or
special meeting of the Membership. Promulgation or amendment of
standards shall require a two-thirds majority vote at an annual
or special meeting of the Membership.
Section 4. A Member shall be dismissed from Membership
upon the failure of the Member to meet any Membership criterion.
It shall be the obligation and responsibility of each Member to
advise the Board of Directors if the Member no longer qualifies
as a Member. The procedure for dismissal shall be as follows.
If the Board of Directors determines that there is reasonable
cause to believe that the Member fails to meet any Membership
criterion, it shall provide notice of such failure to the Member.
The Member shall have 15 days from the date notice is given to
respond to such notice. Following the Member's response, if any,
the Board of Directors shall make a factual determination and
shall take such action with regard to Membership as it, in its
sole discretion, deems to be required.
Section 5. A Member may resign from Membership at any
time and shall be required to do so if such Member is not able to
or does not wish to comply with Membership requirements.
Section 6. The Board of Directors may establish a
Membership committee to which it may delegate any responsibility
which the Board of Directors may have regarding Membership. A
Member may appeal to the full Board from any adverse decision of
the Membership committee.