Marspedia:Bylaws

PREAMBLE

These bylaws form an official "Governing Council" to formalize the ongoing working arrangement between the three organizations involved with Marspedia; The Mars Foundation, The Mars Society, and The Moon Society, known herein as the "Founding Organizations". 

Initial Drafters of the Bylaws were:

Bruce Mackenzie (of Massachusetts) - The Mars Foundation

James Burk (of Washington State) - The Mars Society 

James Gholston (of Texas) - The Moon Society

The initial version of these Bylaws were finalized and posted to Marspedia:Bylaws on October 12, 2017.

The Bylaws were approved by the Marspedia Governing Council during our first official meeting on October 20, 2017.

ARTICLE 1 - NAME OF ORGANIZATION & LEGAL STATUS

Section 1. The name of this organization shall be the Marspedia Governing Council. It will be known informally as "The Marspedia Council", "MGC", or simply "the Council". 

Section 2. The Marspedia Governing Council shall operate as a Committee (according to Robert’s Rules of Order) of the Mars Society, and shall legally be part of the Mars Society. It shall operate under the Mars Society’s 501(c)(3), and shall, in addition to its other activities, support the purpose of the Mars Society. Marspedia is a joint effort of its three Founding Organizations: The Mars Foundation (Mars Institute of Massachusetts DBA Mars Foundation), The Mars Society, and The Moon Society. The Founding Organizations are asked to promote and assist with the growth of Marspedia in the course of their other activities. All three of the Founding Organizations are asked to have at least one representative on this Council. Since the Council operates as a Committee of the Mars Society, the Mars Society is asked to maintain at least 2 members on the Council at all times to ensure continuity of governance.

Section 3. The Domain names and trademark used by Marspedia are legally owned by the Mars Foundation, and used with permission of the Mars Foundation in operating Marspedia. The Mars Foundation retains legal ownership of the domain names and trademark, even though Marspedia is operated as a Committee of the Mars Society.   The Mars Foundation agrees to maintain both the domain names and the trademarks. 

Section 4. The web hosting of the Marspedia wiki including its source code and databases, shall be done by the Mars Foundation. Appropriate access shall be granted to the Council members or designated representatives that need to work on the technical aspects of the wiki.

ARTICLE 2 - PURPOSE OF ORGANIZATION

Section 1. The mission of Marspedia is to promote the free exchange of information about Mars, and to promote the human exploration and settlement of Mars. Marspedia is an effort of people everywhere and strives to be available and accessible to all.

Section 2. The purpose of the Marspedia Governing Council is to manage and maintain the Marspedia wiki and associated services, and ensure it can effectively further its mission.

Section 3. Other organizations are welcome to join the Marspedia project and designate representatives to join the Council (which will be approved under the normal procedures described below). The Council and Founding Organizations are asked to promote Marspedia as being inclusive of new organizations and individuals to assist with its growth.

Section 4. In order to ensure all contributions are being leveraged centrally and to prevent duplication of effort, Marspedia may not be forked into a new wiki by any of the currently participating organizations unless the Council explicitly approves of this action.  The Council retains the authority to maintain the source code and knowledge assets (databases) of Marspedia and keep them secure. 

ARTICLE 3 - GOVERNING COUNCIL ORGANIZATION

Section 1. Number of Members. The Marspedia Governing Council will be composed of between 6 and 12 members at all times. Once the Council reaches 12 voting members, additional people may be included on the Council email list and may attend council meetings, but will not have voting privileges.

Section 2. Chair & Vice Chair. The Council shall be led by a Chair. The Chair shall be assisted by a Vice Chair. The Chair and Vice Chair are strongly urged to maintain a good working relationship with each other and with all Council members, as this is key to the Council performing effectively. 

Section 3. Secretary. The Council shall have a Secretary whose duties include: taking minutes at meetings, including decisions made and issues voted on; keeping track of Council Members including their contact information, voting priviledges, attendance at meetings, inactive status, and duration of terms; and notifying Council Members that they are inactive.

Section 4. Other Official Titles. Other positions can be created and bestowed (or removed) at the discretion of the Chair or Vice Chair. These positions will be non-voting.

Section 5. Standing Subcommittees.  Subcommittees may be formed and disbanded at will by the Council and may include both voting and non-voting members, or anybody in the Marspedia community.  Subcommittees are typically chartered to work on something together by consensus and report back to the Council for any large decisions that require a vote.  Subcommittees can select their own chairpersons.

Section 6. Quorum. During meetings, a simple majority (50% + 1) of Voting Members of the Council shall constitute a quorum, in which case those present can discuss and make decisions, as well as take votes and approve items during the meeting.  During special votes (any votes in these bylaws which require a 3/4 super majority) the voting must be done electronically and with adequate time for all Council members to participate.

Section 7. Meetings. Meetings shall be scheduled at least 7 days in advance to ensure that members are aware of the meeting, can attend, or can request a better time.  Other items can be discussed via electronic mailing list and votes called over the list by the full membership of the council.  Emergency meetings can be scheduled within 7 days notice, but the topic of the meeting must be defined explicitly and the quorum for the meeting can only vote or make decisions on that topic. Our meetings generally will not be operating under strict Roberts Rules of Order; the Chair will keep order and maintain the meeting & motions/votes. Roberts Rules can be used as a fallback in the case of contentiousness.

Section 8. Voting Procedures. The Council will strive to govern using rough consensus. If a rough consensus cannot be reached, a vote can be called.  Discussions and (if necessary) voting on issues & proposals will be done by the quorum present at a meeting, or via electronic mailing list.  Voting Members of the Council will be the only ones who officially vote.  The Chair or Vice Chair will tally all votes and announce a result. There will be no appeal process once a vote has been called & the result announced.  Typically, votes done via electronic mailing list should remain open for 10 days or until an issue is approved by the simple majority of the full set of Voting Member of the Council (whichever comes first).  If a vote via the electronic mailing list is not approved within 10 days, it is considered not approved and is the same as being voted down.

Section 9. Abstaining from a Vote.  An abstention from a vote is not the same as a No vote. Abstentions effectively change the math needed to approve a vote.  For example, if there are 12 Council members, then a 3/4 super majority would be 9 Yes votes. If two people abstain, then a 3/4 super majority would now be 8 Yes votes.

Section 10. Dissolution of a Founding Organization. In the case of a dissolution of one of the Founding Organizations, these bylaws will need to be amended with new procedures to govern the representation of the two remaining organizations. At that time, these bylaws ask for the Council to reach out to any other Mars-related space advocacy groups or organizations to see if they'd like to participate to help promote & sustain Marspedia. 

ARTICLE 4 - GOVERNING COUNCIL MEMBERSHIP

Section 1. Eligibility. Membership in the Marspedia Governing Council is open to any person worldwide, regardless of citizenship, gender, race, affiliation, or political views.  Marspedia does not and shall not discriminate on the basis of race, creed, color, religion, gender, gender expression (gender identity), sexual orientation, age, national origin (ancestry), disability, marital status, or military status, in any of its activities or operations. It is not necessary for a person to be a member of one of the Founding Organizations to become a member of the Council.

Section 2. Admin Privileges on the Wiki. In all cases, Council members shall have the ability to get administrative privileges on the Marspedia wiki and will be able to perform any action needed to maintain the community.  

Section 3. Terms of Office. There shall be 2-year terms of office for Council members, which coincide with the annual Mars Society convention.  The terms end once the existing Council’s vote is taken for any new Council members.  Beginning in 2020, the terms shall be staggered such that roughly half of all members’ terms are expiring every year.

Section 4. Voting Privileges. There will be a maximum of 12 members of the Council that have voting privileges. This is meant to maintain order and minimize smaller quorums making decisions that are not in the best interests of the full Council. Members that have voting privileges shall be known as Voting Members of the Council.  Members may lose their Voting Privileges but stay on the council by virtue of their inactivity in attending meetings.  If a member does not attend three (3) official meetings in a row over a period of at least three (3) months, they shall lose their Voting Member status but remain on the Council.  The Council can assign, remove or restore Council Members' voting privileges by a 3/4 super majority of the full council.

Section 5. Ex-Officio Members.  These bylaws define an Ex-Officio member as somebody that definitely should be on the Council by virtue of their office or role in one of the Founding Organizations, but are not necessarily active on the Council or attending meetings regularly.  An Ex-Officio may or may not have voting privileges but typically should have them.

Section 6. Resignation. A Council member can resign from their position on the Council at any time by sending a written (emailed) notification to the electronic mailing list.

Section 7. Removal. A Council member shall be subject to removal, with or without cause, at a meeting called for that purpose and by a vote of 3/4 super majority of the Council membership if in their judgement the best interest of Marspedia and the Council will be served thereby.  Each member of the Council must receive written notification of the proposed removal at least ten (10) days in advance of the proposed action. 

A Council member can also be removed if they are no longer part of the Founding Organization they are associated with, and an officer of the Founding Organization provides a written request to remove them from the Council.  In this latter case, the full Council must also vote a 3/4 super majority to accept the removal request of the Founding Organization.

Section 8. Inactive Members. Members who do not attend three (3) consecutive regularly scheduled meetings of the Council will be considered Inactive and at risk of losing their Council Membership.  In these cases, the Secretary must contact the member to determine why they have missed meetings and confirm they are still willing to be on the Council.  If a member does not attend the 4^th consecutive meeting, they will automatically lose their Council membership and for the purposes of quorum they are no longer counted or required for that meeting. In the case of an Inactive Chair, the Vice Chair will become Acting Chair. In the case of an Inactive Vice Chair, a new Vice Chair must immediately be appointed by the Chair.  In the case of both the Chair and Vice Chair becoming Inactive simultaneously, a new Chair will be nominated & confirmed by the remaining Council members, followed by the nomination of a new Vice Chair by the new Chair.

Section 9. Vacancies / New Members. All offices defined in these Bylaws are nominated and voted on by the council for Confirmation using a simple majority vote of the quorum (50% + 1).  In the event of a resignation or removal of the Chair, the Vice Chair shall become Acting Chair and shall take the full ownership of that office once confirmed by the Council within 60 days. Once confirmed, the new Chair shall nominate a new Vice Chair from among the existing Council membership.

New members can be nominated to the Council by any member of the Council and will be confirmed by a majority quorum vote of the Council.  Alternatively, an officer of one of the Founding Organizations is able to nominate a member to represent them if they currently have nobody else on the Council.

These procedures can be used in the case of the Council falling below 6 members, or a Founding Organization not having representation on the Council, or if a particularly active Marspedia volunteer is desired to be added to the Council. 

ARTICLE 5 - RECORDS / SUNLIGHT CLAUSE

The Council shall keep complete records of account and minutes of proceedings of the Council.

The Council shall make public its meeting minutes, decisions, and rationale for decisions to provide full transparency to the Marspedia community. 

ARTICLE 6 - DISSOLUTION OF COUNCIL

The Council may be dissolved only with a 3/4 super majority vote of the full membership of the Council, as well as the approval of each of the three Founding Organizations (and any of the organizations shall have a special veto of this to ensure continuity). Upon dissolution of the Governing Council, the then-current Mars Society officers will decide whether to form a new oversight committee or to discontinue or transfer the Marspedia project to another non-profit organization. If none of the Founding Organizations is willing or able to continue Marspedia, then these bylaws ask for a call to action to the user base of Marspedia and other space-related wiki communities to find a new owner and maintainer of the assets. 

ARTICLE 7 - AMENDMENTS TO BYLAWS

Any amendment to these bylaws requires approval by a 3/4 super majority vote of the Council.  The text of a proposed change should be provided at least ten (10) days in advance of a vote.