Terms and Conditions
Extract from SCiO (Systems & Complexity in Organisation) Bye Laws
Section 3.3. Membership Processes
3.3.1. Member Rights
Each Member will have one (1) vote, in all decisions made by SCiO for which the bye laws require a membership vote. Each Member will receive all information regarding events, elections, and Working Committee proposals, as well as ballots and other such items prior to actual voting.
Any Member may make proposals to SCiO, including any appropriate Working Committee, or the Board, for improvements to SCiO operations or services, or these bye laws. Members may participate in any event of SCiO or its Working Committees for which the Member is eligible to participate.
3.3.2. Member Responsibilities
Each Member will contribute an annual non-refundable membership fee the amount of which will be determined annually by the Board (hereafter “Membership Dues”). Notification to Members of any changes to dues will be made by the Board and apply to any membership dues after a published date.
Each Member may participate as a subject matter expert (SME) on any Working Committee and may stand for office within the Board of SCiO.
3.3.3. Requests for Membership
Requests for membership shall be addressed to any member of the SCiO board or via the SCiO website; www.systemspractice.org. This request shall include completion and execution of any applicable membership application, and indicate the applicant's direct and material interest in SCiO, any qualifications, and willingness to participate actively. Each Member shall declare their own interest category as appropriate and in accordance with SCiO’s established categories.
An applicant deemed to satisfy the membership criteria of Sections 3.1 shall be approved for the appropriate classification and category of membership by SCiO membership secretary; with any queries refereed to the SCiO Board. The applicant shall become a Member upon acceptance of a membership application and payment of appropriate membership dues.
Directors may only refuse an application for membership if, acting reasonably and properly, they consider it to be in the best interests of SCiO to refuse the application. The directors must inform the applicant in writing of the reasons for any refusal within twenty-one days of the decision. The directors must consider any written representations the applicant may make about the decision. The directors' decision following any written representations must be notified to the applicant in writing, but shall be final.
3.3.4. Membership Dues
Reminders for Membership Dues will be sent automatically, and require payment in advance on a rolling year basis, determined by the original joining date for each member. The SCiO membership secretary and Board, or a duly authorised Working Committee, will contact Members in arrears and work to collect delinquent Membership Dues.
Members delinquent in payment of Membership Dues are subject to suspension, exclusion from member voting, and termination of membership. At the Board's discretion, Membership applicants may have annual fees waived. Membership in SCiO, or any rights arising therefrom are not transferable or assignable. No Member may hold more than one Membership.
3.3.5. Resignation, Suspension & Termination
A Member may resign by submitting a notice of resignation to any SCiO Board member. Dues and fees are not refundable. Resignation, however, shall not relieve the resigning Member from any obligation for charges incurred, services or benefits rendered, dues, or arising from contract or otherwise, and shall not diminish any right of SCiO to enforce any such obligation or obtain damages for its breach.
The SCiO Board, acting in good faith and by affirmative vote of two-thirds of all of members of the Board, may suspend, expel or terminate a Member for cause; for example culpable non-compliance with the SCiO Code of Conduct or Intellectual Property protections, or by a resolution of the directors that it is in the best interests of SCiO that his or her or its membership is terminated.
a) The Board shall give the Member twenty-one (21) days' prior notice of the expulsion, suspension or termination and reasons therefor. Notice may be given by any method reasonably calculated to provide actual notice. Notice will be given by email, or in situations where that is not possible, by first-class mail, sent to the address of the Member shown on SCIO’s records.
b) The Member, or at the option of the member, the member's representative (who need not be a member of SCiO), shall have an opportunity in the manner specified in the notice to be heard, and make representation to the Board, orally or in writing (includes electronic media), by a person or body authorised by the Board to hear the Member, not less than five (5) days before the expulsion, suspension or termination is effective.
Membership is otherwise terminated if: the member dies or, the member resigns by written notice to SCiO unless, after the resignation, there would be fewer than two members; or any sum due from the member to SCiO is not paid in full within six months of it falling due.
Section 3.4. Decision Process for Actions by Members
3.4.1. Bye Laws
The directors may from time to time make such reasonable and proper rules or bye laws as they may deem necessary or expedient for the proper conduct and management of SCiO. The bye laws may regulate the following matters but are not restricted to them:
(a) the admission of members and the rights and privileges of such members, and the entrance fees, subscriptions and other fees or payments to be made by members; (b) the conduct of members in relation to one another, employees and volunteers; (c) the procedure at general meetings and meetings of the directors in so far as such procedure is not regulated by the Companies Acts or by the articles; (d) generally, all such matters as are commonly the subject matter of company rules.
SCiO in general meeting has the power to alter, add to or repeal the rules or bye laws. The formal letter balloting process described in Section 8.1, will be used to adopt or amend the bye laws.
Proposals for adoption or amendment of the bye laws may be initiated either by the letter balloting process or by two thirds of the SCiO Board. Regardless of how the adoption or amendment is initiated, adoption of or amendment to the bye laws must be approved by two thirds of all SCiO Board Members in good standing at the time of issuance of the ballot. For the purpose of calculating whether two thirds have approved an action under this Section, any abstention from the vote shall not be included in the denominator of the calculation.
The directors must adopt such means as they think sufficient to bring the rules and bye laws to the notice of members of SCiO. The rules or bye laws shall be binding on all members. No rule or bye law shall be inconsistent with, or shall affect or repeal anything contained in, the articles.
Pursuant to Section 8.5 of these bye laws, the SCiO Board or the Members will determine whether the formal letter balloting process or the meeting approval process described in Section 8.1, will be used to hold elections. Elections require the approval of a plurality of Members present at a meeting or returning a ballot. ”10% plus one” of the voting members returning ballots constitute the required quorum.
3.4.3. Ballots & Voting
Pursuant to Section 8.5 of these bye laws, the SCIO Board or the Members will determine whether the formal letter balloting process or the meeting approval process described in Section 8.1, will be used for any other action of the SCiO membership which requires approval by the Members. Unless otherwise provided in these bye laws, such actions, to be approved, must meet both of the following requirements for passage: 1) approval of two-thirds of Members present at a formal meeting of SCiO, e.g. the AGM, or returning a ballot (for the purpose of calculating whether a sufficient number of Members present at a meeting or returning a ballot have approved an action under this subsection 1, any abstention from the vote shall be excluded from the denominator of the calculation), and 2) approval of one-half of all Members in good standing at the time of the meeting or of issuance of the ballot (for the purpose of calculating whether a sufficient number of SCiO Members have approved an action under this subsection 2, any abstention from the vote shall not be included in the denominator of the calculation).
Any objection to the qualification of any voter must be raised at the meeting at which the vote is tendered and the decision of the person who is chairing the meeting shall be final.
SCiO aspires to reach accommodation on all decisions; this is established when substantial agreement has been reached among interest groups participating in the consideration of the subject at hand. Interest groups are those materially affected by the outcome or result. Substantial agreement means more than a simple majority, but not necessarily unanimity. However, if agreement is not reached, the voting procedures described in these bye laws shall be conclusive. The voting process will be as outlined in SECTION 8.
The members of SCiO may at any time before, and in expectation of, its dissolution resolve that any net assets of the charity after all its debts and liabilities have been paid, or provision has been made for them, shall on or before the dissolution be applied or transferred in any of the following ways:
(a) directly for the Objects; or (b) by transfer to any charity or charities for purposes similar to the Objects; or (c) to any charity or charities for use for particular purposes that fall within the Objects.
Subject to any such resolution of the members of SCiO, the directors may at any time before and in expectation of its dissolution resolve that any net assets after all its debts and liabilities have been paid, or provision made for them, shall on or before dissolution be applied or transferred:
(a) directly for the Objects; or (b) by transfer to any charity or charities for purposes similar to the Objects; or (c) to any charity or charities for use for particular purposes that fall within the Objects
In no circumstances shall the net assets of SCiO be paid to or distributed among the members (except to a member that is itself a charity) and if no resolution in accordance with article 60(1) is passed by the members or the directors the net assets of the charity shall be applied for charitable purposes as directed by the Court or the Commission.