Charter

The Boston area chapter of the Software Process Improvement Network, hereafter referred to as the Boston SPIN, was established on 9 September 1992 as a non-profit organization.

SPIN is a forum for the free and open exchange of software process improvement experiences and ideas. The organization will serve as a source of educational and scientific information for its members, other SPIN organizations, and the general software community.

 

  1. Establishment

The Boston Software Process Improvement Network, hereinafter referred to as Boston SPIN, was established on 9 September 1992 as a non-profit organization.

  1. Mission

Boston SPIN is a forum for the free and open exchange of software process improvement experiences and ideas.

  1. Boston SPIN Calendar Year

The Boston Spin calendar year begins on July 1 and ends on June 30.

  1. Membership

Membership in Boston SPIN is open, without discrimination, to all individuals, companies, universities, and government organizations who are interested in furthering the mission of Boston SPIN.

A company, university, or government organization may designate a member of Boston SPIN as its point of contact.

An individual, company, university, or government organization becomes a member of Boston SPIN by enrolling in the organization and paying any required dues.

  1. Organization

Boston SPIN consists of a Steering Committee and various standing and ad hoc committees. Committee members and officers receive no remuneration for their services.

5.1.      Steering Committee

The Steering Committee consists of elected officers and the chairs of standing committees. The elected officers are Chair, Vice Chair, Secretary, Treasurer, and two (2) at-large members.

The responsibilities of the Steering Committee are:

  • Manage the affairs of Boston SPIN
  • Approve the operating budget
  • Approve or authorize all expenditures either by individual appropriation or by budget
  • Maintain coordination with other SPIN organizations
  • Approve programs for meetings of Boston SPIN
  • Appoint standing and ad hoc committee chairs
  • Approve appointments to vacancies in positions on the Steering Committee
  • Establish and disband standing and ad hoc committees

Except where specified differently herein, approvals and decisions by the Steering Committee shall be determined by a simple majority vote (based on the total population of the Steering Committee).  Each member of the Steering Committee has one vote.

In the event of a tie vote, the acting Chair of the Steering Committee must cast an additional deciding vote.

 

 

5.1.1     Responsibilities of members of the Steering Committee

All members of the Steering Committee shall conduct themselves in accordance with this Charter.

5.1.2.    Meetings of the Steering Committee

The Steering Committee shall meet at least once during each quarter of the Boston SPIN Calendar Year. The date, time and location of meetings is determined by the Chair.

5.1.3.    Responsibilities of the Chair

The Chair presides at regular meetings of the Boston SPIN and at meetings of the Steering Committee. In the event of their absence or incapacity, the Chair is responsible for the duties of other officers or Standing Committee Chairs, until they are replaced. The Chair is the point of contact for other organizations.  The Chair is authorized to sign Boston SPIN checks.

5.1.4. Responsibilities of Vice Chair

The Vice Chair assists the Chair in presiding over the Boston SPIN and assumes the duties of Chair upon the Chair’s request, absence, removal, or incapacity.

5.1.5. Responsibilities of Secretary

The Secretary is responsible for recording the minutes of all Steering Committee meetings and conveying minutes to the library committee.

5.1.6. Responsibilities of Treasurer

The treasurer is the custodian of all funds of Boston SPIN under direction from the Steering Committee. The treasurer renders a report of financial condition within thirty (30) days of the end of each quarter of the Boston SPIN fiscal year, plus any other reports as directed by the Steering Committee. The treasurer monitors all expenditures against the budget and has authorization to sign Boston SPIN checks.  The treasurer files all required Federal and State returns.

5.2. Standing Committees

Standing committees support the continuing long-term core activities of Boston SPIN. Standing committees may include those listed specifically in this Charter, and any other committees designated by the Steering Committee.

Standing committee chairs are nominated by any Steering Committee member and approved by vote of the Steering Committee.  The Chair of each standing committee is responsible for appointing all members of his/her committee.

The committees may include, though not be limited to, the following:

5.2.1. Program Committee

The program committee is responsible for the topics and speakers at all Boston SPIN meetings.

5.2.2. Library Committee

The library committee is responsible for maintaining all literature pertinent to the mission of the organization. The library includes the Web site, newsletters, all meeting minutes, and any available presentation materials.

5.2.3. Membership Committee

The membership committee is responsible for soliciting and enrolling new members into the organization for maintaining a database of the current members, and disseminates Boston SPIN correspondence to the membership.

5.2.4. Newsletter Committee

The Newsletter Committee is responsible for producing and publishing newsletters.

5.2.5. Roundtable Committee

The Roundtable Committee is responsible for organizing roundtables and other pre-meeting activities such as the book club.

5.3. Ad Hoc Committees

Ad Hoc committees are established by the Steering Committee for the conduct of specific, non-core or limited-term activities. The Chairs of ad hocCommittees are nominated by the Steering Committee members and approved by vote of the Steering Committee.  The Chair of each ad hoccommittee is responsible for appointing all members of his/her committee and for ensuring that meeting minutes are forwarded to the library committee.

The Chair and members of ad hoc committees may be removed at any time by the simple majority vote of the Steering Committee.

The ad hoc committees may include, though not be limited to, the following:

5.3.1. Nominating committee

The nominating committee is established to draw up a slate of nominees for the elected positions of Boston SPIN. The members of the nominating committee are appointed no less than three (3) months before the election meeting. Members of the nominating committee are ineligible for elected office.

  1. Term of Office

All elected officers serve for a term of one (1) year. The term of office coincides with the Boston SPIN Calendar Year. Ad hoc committee members serve only until they have fulfilled their mission.

6.1       Removal and replacement of members of the Steering Committee

Any member of the Steering Committee can be removed from office by a two-thirds (2/3) majority vote of all other members of the Steering Committee.

Steering Committee members nominate and approve replacements for any offices that become vacant.

  1. Dues

All dues-related issues are determined by the Steering Committee. A two-thirds (2/3) majority vote of the Steering Committee is required to increase or decrease membership dues.

  1. Elections

Elections are held as part of the June meeting (the Election Meeting).

Beginning 90 days before the Election Meeting, the Nominating Committee accepts nominations from the membership for the following positions:

  • Chair
  • Vice Chair
  • Secretary
  • Treasurer
  • At-large members (2)

Before being offered a nomination, potential nominees shall agree to conduct themselves in accordance with this Charter.

At the Election Meeting, the Nominating Committee presents a list of all nominees for a vote. Additional nominations shall be solicited and accepted from the membership at the Election Meeting.

All attendees may vote.  Uncontested elections may  be conducted by assent.

Contested elections are conducted by secret ballot. The Nominating Committee counts the ballots.

The winner of the office is the nominee receiving the largest number of the votes.

In the event of a tie vote, the acting Chair of the Steering Committee must cast an additional deciding vote.

Within three (3) months of being elected to a position on the Steering Committee for the first time, a Steering Committee member must attend a Lawyers Clearinghouse Non-Profit workshop or an equivalent educational program on Non-Profits.

  1. Meetings

Meetings of the Boston SPIN membership shall take place at a site that is open and accessible to all members. An announcement for each membership meeting shall be disseminated by the Membership Chair to all members in advance of the meeting.

  1. Property

Property of Boston SPIN includes all information, materials, membership distribution lists, intellectual property, financial assets, equipment, licenses, and other items acquired by, generated by, or donated to Boston SPIN. Items acquired or created by members of Boston SPIN in connection with their SPIN activities, or by members of the Steering Committee in connection with their SPIN activities, and thereafter donated to Boston SPIN, are deemed property of Boston SPIN.

Any Boston SPIN property that contains members’ contact information shall be used only for Boston SPIN business as approved by the Steering Committee. Contact information about any member shall not be released without the written permission of the member.

Members of the Steering Committee shall deliver Property of Boston SPIN to the Chair within fourteen (14) days of completion of their elected terms of office.

In the event of resignation or removal of a Steering Committee member,  the Steering Committee member shall deliver property of Boston SPIN to the Steering Committee Chair within (14) fourteen days of their resignation or removal.

  1. Charter Revisions

Charter revisions must be approved by a 2/3 majority of the Steering Committee, and approved at a membership meeting by a two-thirds (2/3) majority of votes cast. The revision must be disseminated to the membership at least thirty (30) days in advance of the vote.

  1. Dissolution of Organization

Dissolution of the Boston SPIN organization by consent of the members shall consist of unanimous agreement of all its elected officers, together with a two-thirds (2/3) majority vote at a meeting which has been publicized at least thirty (30) days in advance to all members of the organization for the purpose of taking this vote. Any assets remaining at the time shall be donated to a charity to be designated by the Steering Committee.

  1. Conflict of Interest Policy

Purpose

The purpose of the conflict of interest policy is to protect this tax-exempt organization’s (Organization) interest when it is contemplating entering into a transaction or arrangement that might benefit the private interest of an officer or director of the Organization or might result in a possible excess benefit transaction. This policy is intended to supplement but not replace any applicable state and federal laws governing conflict of interest applicable to nonprofit and charitable organizations.

Definitions

Interested Person: Any director, principal officer, or member of a committee with governing board delegated powers, who has a direct or indirect financial interest, as defined below, is an interested person.

Financial Interest: A person has a financial interest if the person has, directly or indirectly, through business, investment, or family:

a. an ownership or investment interest in any entity with which the Organization has a transaction or arrangement,

b. a compensation arrangement with the Organization or with any entity or individual with which the Organization has a transaction or arrangement, or

c. a potential ownership or investment interest in, or compensation arrangement with, any entity or individual with which the Organization is negotiating a transaction or arrangement.

Compensation includes direct and indirect remuneration as well as gifts or favors that aren’t insubstantial. A financial interest isn’t necessarily a conflict of interest. A person who has a financial interest may have a conflict of interest only if the appropriate governing board or committee decides that a conflict of interest exists.

Procedures

Duty to Disclose: In connection with any actual or possible conflict of interest, an interested person must disclose the existence of the financial interest and be given the opportunity to disclose all material facts to the directors and members of committees with governing board-delegated powers considering the proposed transaction or arrangement.

Determining Whether a Conflict of Interest Exists: After disclosure of the financial interest and all material facts, and after any discussion with the interested person, he/she shall leave the governing board or committee meeting while the determination of a conflict of interest is discussed and voted upon. The remaining board or committee members shall decide if a conflict of interest exists.

Procedures for Addressing the Conflict of Interest

An interested person may make a presentation at the governing board or committee meeting, but after the presentation, he/she shall leave the meeting during the discussion of, and the vote on, the transaction or arrangement involving the possible conflict of interest.

The chairperson of the governing board or committee shall, if appropriate, appoint a disinterested person or committee to investigate alternatives to the proposed transaction or arrangement.

After exercising due diligence, the governing board or committee shall determine whether the Organization can obtain, with reasonable efforts, a more advantageous transaction or arrangement from a person or entity that would not give rise to a conflict of interest.

If a more advantageous transaction or arrangement isn’t reasonably possible under circumstances not producing a conflict of interest, the governing board or committee shall determine by a majority vote of the disinterested directors whether the transaction or arrangement is in the Organization best interest, for its own benefit, and whether it is fair and reasonable. In conformity with the above determination, it shall make its decision as to whether to enter into the transaction or arrangement.

Violations of the Conflict of Interest Policy

If the governing board or committee has reasonable cause to believe a member has failed to disclose actual or possible conflicts of interest, it shall inform the member of the basis for such belief and afford the member an opportunity to explain the alleged failure to disclose.

If, after hearing the member’s response and after making further investigation as warranted by the circumstances, the governing board or committee determines the member has failed to disclose an actual or possible conflict of interest, it shall take appropriate disciplinary and corrective action.

Records of Proceedings

The minutes of the governing board and all committees with board-delegated powers shall contain:

a. the names of the persons who disclosed or otherwise were found to have a financial interest in connection with an actual or possible conflict of interest, the nature of the financial interest, any action taken to determine whether a conflict of interest was present, and the governing board’s or committee’s decision as to whether a conflict of interest in fact existed.

b. the names of the persons who were present for discussions and votes relating to the transaction or arrangement, the content of the discussion, including any alternatives to the proposed transaction or arrangement, and a record of any votes taken in connection with the proceedings.

Compensation

A voting member of the governing board who receives compensation, directly or indirectly, from the Organization for services is precluded from voting on matters pertaining to that member’s compensation.

A voting member of any committee whose jurisdiction includes compensation matters and who receives compensation, directly or indirectly, from the Organization for services is precluded from voting on matters pertaining to that member’s compensation.

No voting member of the governing board or any committee whose jurisdiction includes compensation matters and who receives compensation, directly or indirectly, from the Organization, either individually or collectively, is prohibited from providing information to any committee regarding compensation.

Annual Statements

Each director, principal officer, and member of a committee with governing board-delegated powers shall annually sign a statement which affirms such person:

a. has received a copy of the conflict of interest policy,

b. has read and understands the policy,

c. has agreed to comply with the policy, and

d. understands the Organization is charitable and in order to maintain its federal tax exemption it must engage primarily in activities that accomplish one or more of its tax-exempt purposes.

Periodic Reviews

To ensure the Organization operates in a manner consistent with charitable purposes, and doesn’t engage in activities that could jeopardize its tax-exempt status, periodic reviews shall be conducted. The periodic reviews shall, at a minimum, include the following subjects:

a. Whether compensation arrangements and benefits are reasonable, based on competent survey information, and the result of arm’s length bargaining.

b. Whether partnerships, joint ventures, and arrangements with management organizations conform to the Organization’s written policies, are properly recorded, reflect reasonable investment or payments for goods and services, further charitable purposes and don’t result in inurement, impermissible private benefit, or in an excess benefit transaction.

Use of Outside Experts

When conducting the periodic reviews, the Organization may, but need not, use outside advisors. If outside experts are used, their use shall not relieve the governing board of its responsibility for ensuring periodic reviews are conducted.