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Atrum Operators' Association Constitution

1. NAME

The name of the Association is and shall be: ATRUM OPERATORS' ASSOCIATION (hereinafter called the "Association").
The abbreviated name of the Association is and shall be: ATRUM OA.

2. STATUS

The Association is a voluntary association of members joined together in the pursuit of its main objects as described herein.
The Association is a body corporate with its own legal identity which is separate from its individual members. The Association shall have the power to acquire, hold and alienate property, enter into contracts and shall be a separate juristic entity, with the capacity to sue or be sued in its own name and right.
The Association shall have an existence which is independent of its members with perpetual succession. All assets and obligations held by the Association shall be distinct from that of its members.
The Association shall be a non-profit organisation. Notwithstanding anything to the contrary herein contained:
- The Association is not formed and does not exist for the purpose of carrying on any business that has for its object the acquisition of gain by the Association or its individual members.
- The income and assets of the Association shall be applied solely for investment and for the promotion of the objects for which it is established.
- The Association's income and assets shall NOT be distributed to any member or office-bearer except as reasonable compensation for services rendered or as reimbursement of expenses reasonably incurred on behalf of the Association.

3. OBJECTS

The main objectives of the Association shall be:

To act as trustee and owner of the Atrum IRC Network and all its associated intellectual property.
To provide a democratic framework and process whereby the hierarchy of the aforementioned network's staff may be determined.

4. MEMBERSHIP

There shall be 2 classes of membership:
- Ordinary Membership shall be open to any person, subject to such conditions as may be set out in this constitution and the Network Charter. Ordinary Members shall have voting rights and may bear office positions subject to the provisions of this constitution.
- Honorary Membership shall only be granted to a person upon nomination and special consensus at a General Meeting. Honorary Members shall not have voting rights, but shall be invited to attend all meetings held by the Association.
Membership of the Association shall not be subject to any charges, however, reasonable restrictions may be in force at the time of application or renewal. No class of membership shall entitle a member to any right with respect to the moneys, property and assets of the Association.
The liability of members of any class is limited to the amount of moneys owing by them to the Association.
The membership of any member may be terminated by the Executive Committee at any time; however, such decision shall lapse unless confirmed by a resolution at the Association?s next General Meeting.
Any member may resign his/her membership by giving notice to the Executive Committee.

5. ORGANISATION

The Association shall consist of:

The Executive Committee
Network Operations Commitee
Staff Committee

6. EXECUTIVE COMMITTEE

The Executive Committee shall consist of three natural persons (a chairperson and two operators (assessors)).
The Executive Committee shall be responsible for overseeing the Atrum IRC Network and ensuring that the values and vision held at the founding of the network continue to be followed.
The Executive Committee will manage access to and ensure proper operation of the assets/services belonging to the association, including network databases, domain name registration and the network websites.
The Executive Committee shall be appointed by nomination from the Network Operations Committee. In the event of a vacancy on the Committee, members of the Network Operations Committee will be allowed a period of 1 week to nominate a candidate from the Network Staff for the position. Once nominations have been received, each member of the Staff Committee will be allowed to cast a single electoral vote (irrespective of how many committee roles they fulfill).

7. NETWORK OPERATIONS COMMITTEE

The Network Operations Committee shall consist of persons responsible for the day to day operation of the network (including administration of network servers, determining server policy, appointing new operators and approving link applications) in accordance with policies established in this document.
The Network Operations Committee shall consist of Administrators of network servers that have passed the test link process as well as persons who are nominated by the Committee when it is deemed that they add significant resources/support.
Should a member of the Network Operations Committee no longer be the administrator of a linked server and not have applied to have a replacement server test linked within a week, they will be removed from the Network Operations Committee.
Members of the Network Operations Committee are expected to participate in every vote held. Should a member consistently fail to participate in votes (without good cause) they stand to be reported to the Executive Committee and subject to discipline for being delinquent in their responsibilities.
The Network Operations Committee shall have a chairperson (hereinafter referred to as "the chair") who shall be responsible for the facilitation of voting. This person must be a member of the Network Operations Committee and shall be elected by simple majority vote amongst the Committee's members. Members of the Executive Committee are not eligible to hold this position. The chair shall hold office for a period of 3 months after which elections shall be held again.
All members of the Network Operations Committee shall be voting members with a single vote (irrespective of how many committee roles they fulfill).

8. STAFF COMMITTEE

The Staff Committee is responsible for the enforcement of network policy and user support (as outlined in the network charter).
The Staff Committee shall consist of all network operators who fulfill responsibilities outside of the scope of network operations (such as Global Operators).
Members of the Staff Committee must be elected by way of nomination and majority vote by the Network Operations Committee.
Members of the Staff Committee shall only be eligible to vote in the election of the Network Executive.
Members of the Staff Committee may be removed (subject to the approval of the Executive) should a majority vote from the Network Operations Committee be cast against them.

9. MEETINGS & VOTING

All association meetings shall be held via Internet Relay Chat (on the Atrum IRC Network) or by way of the staff forum.
The Association shall not have fiscal meetings (such as an annual general meeting (AGM)), however, at the order of the Executive Committee or the request of no less than 40% of members, the Chairperson of the Association shall convene Special General Meetings to discuss matters which require urgent attention.
Only members in good standing with the Association and whose membership category entitles them to a vote may participate in the voting process.
Each member may have only 1 (one) vote, irrespective of the number of committee roles/membership categories which the member falls into. Voting by proxy shall be allowed provided the Chairperson of the Association is aware of such arrangement.
All votes shall require a simple majority vote of all members eligible to cast a ballot. Voting shall take place by way of the staff forum.
Should a minimum of 10% of the entitled voters dispute the circumstances of the vote, voting shall not proceed until such reasonable measures have been taken to rectify the dispute.
In the event of a tie, the Chairperson of the meeting shall have the deciding vote.
A vote of no confidence may be called when a committee member has been absent for an abnormal length of time or is otherwise deemed to not be fulfilling their responsibilities. Such a motion requires two other staff members to support it before proceeding. When a vote of no confidence is called, discussion will be held for three days followed by a vote. A simple majority is required to remove the Committee member.

10. INDEMNITY

Every member, officer or servant of the Association shall be indemnified by the Association against all costs, losses and expenses which he/she may incur or become liable for by reason of any act or thing done by him as such in the discharge of his duties, unless the loss in question is caused by his own gross negligence, dishonesty or breach of trust.

11. AMMENDMENTS

This Constitution or any part thereof may be altered by a resolution passed by no less than 66% of the number of members present and entitled to vote at a General Meeting or special meeting convened for this purpose.
Any motion to amend to the Constitution shall be circulated to all members of the Association at least 7 days before the meeting at which it is to be proposed.

12. DISOLUTION

The Association shall be dissolved upon a resolution to that effect by no less than 80% of the members entitled to vote at a General Meeting or special general meeting convened for that purpose provided that notice of the proposed motion is circulated to members not less than 14 days before the date of the meeting.
In the event of such a resolution being passed, the Executive Committee shall ensure that during the process of winding up, any asset of the Association remaining after all its liabilities have been met shall be given or transferred to some other non-profit organisation with objects similar to those of the Association.