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FidoNews · Vol 3, No 44 · 17 November 1986

     Volume 3, Number 44                              17 November 1986
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     |        - FidoNews -                           (_|  /_)        |
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     |        International                          |     | \   \\  |
     |     FidoNet Association                       | (*) |  \   )) |
     |         Newsletter               ______       |__U__| /  \//  |
     |                                 / FIDO \       _//|| _\   /   |
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     Editor in Chief:                                   Thom Henderson
     Chief Procrastinator Emeritus:                       Tom Jennings

     FidoNews is the official newsletter of the International  FidoNet
     Association,  and is published weekly by SEAdog Leader, node 1/1.
     You  are  encouraged  to  submit  articles  for  publication   in
     FidoNews.  Article submission standards are contained in the file
     ARTSPEC.DOC,  available from  node  1/1.

     Copyright (C) 1986,  by the  International  FidoNet  Association.
     All  rights  reserved.  Duplication and/or distribution permitted
     for noncommercial purposes only.  For use in other circumstances,
     please contact IFNA.


                         SPECIAL IFNA BYLAWS ISSUE


                             Table of Contents

     1. EDITORIAL
        Wow!  Fast Service!
        Why is this FidoNews different?
     2. ARTICLES
        Introduction, or "What did we want to accomplish?"
        "How does this affect me?"
        IFNA ARTICLES OF ASSOCIATION DRAFT
        IFNA BY-LAWS DRAFT
        Recommendations to the Board of Directors
        What did we leave out?
        What if I don't like it?
        Special Thanks
     3. COLUMNS
        Alternatives
        Alternate Method for Voting
        Why International?
        More proposed changes
        More Comments and Suggestions
     4. NOTICES
        The Interrupt Stack


     Fidonews                     Page 2                   17 Nov 1986


     =================================================================
                                 EDITORIAL
     =================================================================

     In last week's issue I made some  comment  about  how  this  week
     might  be  a special issue devoted to the proposed bylaws.  Well,
     that issue hardly hit the phone lines before I was getting calls.
     At least five people called to tell me  that  that  was  WAY  too
     soon,  and  that  the  bylaws  committee  could  not possibly get
     everything together in time.

     But not Bob Hartman.  He was (or I guess still is)  the  chairman
     of  the  Bylaws  and  Rules  Committee,  and  he  takes that VERY
     seriously.  Oh,  he called me alright,  but all he wanted was  to
     know  what  I  would  need  for a special edition.  He then moved
     heaven and earth (or at least  several  megabytes  of  data  over
     phone  lines)  to  get  it  ready.  From  what  I hear,  he drove
     everyone on the committee mercilessly to get all of the  minority
     reports  and  such  together  for this issue.  He also appears to
     have pleaded with several  people  who  object  to  the  proposed
     bylaws to write up some opposing viewpoints.

     I'd  like to go even farther with this.  If anybody out there has
     any comments at all about the proposed bylaws or anything else in
     this issue,  send a message to 1/1 with a  subject  of  "bylaws."
     I'll  do  another  special issue in a few weeks giving all of the
     comments I've received.  Any and all comments will be  published.
     Many  of  you  will  notice  that this isn't the normal method of
     publishing something in FidoNews.  Usually you have to send us  a
     text message by file attach,  and it has to meet a few (hopefully
     easy to meet) format standards.  You can still send comments that
     way,  of course,  but I'm going to make an exception for this.  I
     want  to  make  it  as  easy  as possible for you to express your
     thoughts.  After all,  this whole dog and pony show is  for  YOUR
     benefit.  It  isn't  worth  a  tinker's damn if it isn't what YOU
     want.

     So, without further ado, I now turn the rest of this issue over
     to Bob Hartman, chairman of the Bylaws and Rules Committee.

     -----------------------------------------------------------------

     IFNA By-Laws and Rules Committee
     Bob Hartman, Chairperson (132/101)


          Many of you may have noticed that this edition of FidoNews
     is much different than normal.  You may also have asked yourself
     "Why is it different?"  Well, the answer is that this issue is
     devoted to the IFNA By-Laws and Rules Committee's recommendation
     to the Board of Directors.  Now I can hear all of you asking
     "What the heck is he babbling about?"  Let me try to explain:

          What is IFNA? IFNA stands for the International FidoNet
     Association. It is a corporation formed in August in St. Louis,
     Missouri with the purpose of taking some of the financial burden
     Fidonews                     Page 3                   17 Nov 1986


     off of the people that had been running the Fidonet network for
     so long (and not getting any reimbursement for a job well done).
     Ken Kaplan and Ben Baker had been running up large phone bills
     trying to help everyone that had questions about Fido or the
     network. They had also been taking many hours of their time to
     make sure that each week the nodelist got updated and was
     correct. This effort went largely unnoticed by most of us, but
     it was costing them large sums of time and money. They realized
     that they were having problems administering to the needs of
     almost 1000 nodes, and with the nodelist doubling each year they
     knew that there was no way they could keep up with the growth.
     They asked for contributions to help out, and created a
     corporation to collect the money. They then realized that this
     corporation could really help the public in many ways. If enough
     support was garnered, it would be possible to set up ways to
     distribute shareware programs, keep people informed about
     legislation that could effect telecommunications, generate
     mailings about Fido and the Fidonet network, insure Sysop's
     computers against damage, the list goes on and on. They decided
     that if the company was going to be doing all of that, then it
     had to be run by the membership. Well, that created a
     problem...

          In August, the Colorado Springs User Group (COSUG)
     sponsored what was called the Silicon Mountain Fido Sysop
     Conference.  It was a gathering of Fido sysops from all over the
     world (or at least those that could get the time off and afford
     the tickets on short notice).  One of the items that was to be
     discussed was the formation of IFNA.  Since many of the sysops
     present had not heard anything about IFNA, there was obvious
     confusion.  The rumor mill was pumping away.  There were charges
     that Ken and Ben would simply pocket the money, others said it
     could never work, others complained that they were told they
     could vote, and then told that they had to pay $25 to vote.  In
     the end I think that Ken and Ben were simply bewildered by it
     all - they wanted to help the average sysop, not rip him off!
     Anyway, thanks to Ezra Shapiro, things finally settled down a
     little bit.  There was a meeting where it was decided that the
     Board of Directors would be Ken Kaplan, Ben Baker, and Thom
     Henderson.  This Board would serve until January 1, 1987, and
     their charter was to come up with viable Articles of
     Incorporation, and By-Laws to run IFNA. This seemed to be the
     only possible solution at the time.

          About a week later I got a call from Ken Kaplan asking me
     to be the Chairman of the committee responsible for drafting the
     new By-Laws etc.  If I knew then what would happen, I probably
     would have turned him down.  Anyway, I had to come up with other
     people for the committee.  Steve Jordan had left Colorado
     Springs with a very sour taste in his mouth and had written a
     quick and dirty set of bylaws, he was chosen by Ken to be the
     Co-Chairman of the committee.  We then decided to try and find
     one representative from each Region in the nodelist.
     Furthermore, we decided that it would be impossible in the time
     before January 1 to worry about international representation -
     there was not enough time to get the people involved, and the
     Fidonews                     Page 4                   17 Nov 1986


     turnaround time and cost for sending mail was too great.  This
     later turned out to be a bad decision for which I apologize to
     our friends from other countries - all I can say in my defense
     is that it seemed right at the time.  Anyway, the call went out
     for volunteers...

         The first volunteers were Butch Walker, Ken Shackelford, and
     David Drexler.  We still needed others to fill the rest of the
     regions.  I had met Allen Miller, Oscar Barlow and Randy Bush
     while in Colorado, and asked them if they would represent their
     regions.  All told me they would try to find someone else since
     they really didn't feel they would have the time.  I pressured
     each of them by saying that if the committee was going to get
     anything done we had to start quickly - they all succumbed to
     the pressure. We still needed a few more people, so I finally
     asked Ed Rauh, now there were only a few spots left.  Ken Kaplan
     volunteered to be his regional rep, and I told him no way - the
     membership would just not accept his being on the committee, so
     he finally gave me the name of Alex Hartley.  Finally a day or
     two later Tom Marshall, a lawyer from NJ volunteered.  We now
     had a large enough group to go on.  We formed an Echomail
     conference for our use and looked at the issues.  We read SYSOP
     and IFNA conferences every day.  We were making progress, but it
     was too slow.  We decided to have an in-person meeting...

         I made all the plans to have a meeting from Nov 6-9 in
     Nashua, NH.  Ed Rauh, Tom Marshall, Randy Bush, Steve Jordan and
     myself were there for the committee.  We also had several
     interested spectators including Ken Kaplan, Thom Henderson, Rob
     Barker, Bob Morris, and Bill Lyman.  I should point out now that
     these people all paid their own way, and paid for food and
     lodging while there.  They all obviously cared very much about
     this.  Oscar Barlow, Alex Hartley, and Ken Shackelford could not
     attend because of prior commitments, but were in touch by
     telephone and netmail.  They all had their inputs heard by the
     people that did attend.  Anyway, we spent about 50 hours over
     the course of 3 days hammering out the details of what is
     contained in this edition of FidoNews.

          Read on and decide if we did a good job or not...


     -----------------------------------------------------------------

     Fidonews                     Page 5                   17 Nov 1986


     =================================================================
                                 ARTICLES
     =================================================================

     IFNA By-Laws and Rules Committee
     Bob Hartman, Chairperson (132/101)

     Introduction, or "What did we want to accomplish?"

          Before getting right into the By-Laws and Articles of
     Association, let me tell you all how we came up with all of this
     stuff:

          First of all, we used two basic models for reference.  The
     first model was that of the US Government.  We wanted regional
     representation not based on population density (like the US
     Senate), and we also wanted to allow the densely populated areas
     to have more say in what happened since it would affect them
     more (like the US House of Representatives).  Our second model
     was the American Radio Relay League which is a corporation very
     similar to IFNA.  There were many parallels which could be
     drawn, and wherever possible we looked at what they had and
     adopted it for use by IFNA.

          Anyway, we sat in a hotel room in the Holiday Inn in Nashua
     for 3 days and brainstormed.  We each had copies of the ARRL
     By-Laws and Articles of Association.  We went through it point
     by point and tried to modify them to fit our situation.  I think
     we were very successful.





     -----------------------------------------------------------------

     Fidonews                     Page 6                   17 Nov 1986


     IFNA By-Laws and Rules Committee
     Bob Hartman, Chairperson (132/101)

     "How does this affect me?"

          It amazes me when I find out about sysops that have not
     heard of IFNA!  This affects all of us more than you seem to
     realize.  This corporation is going to be making decisions that
     will affect the way the network is run.  Since each Fido sysop
     connects into the network, that implies it affects each sysop.

          What if you are a user?  In that case this still affects
     you.  IFNA is dedicated to bringing telecommunications to the
     public.  If you are a user, then you are a member of the public.
     It is your duty to ask your sysop if he or she is supportive of
     IFNA.  You should also try to find out the 'why' of their
     decision.  Their choice might affect you in the long run.  IFNA
     is also interested from feedback from users about how to make
     telecommunications more accessible.  Give them your feedback
     about what you would like to see IFNA do for users.  There is no
     reason why users cannot join IFNA.  Associate memberships are
     for anyone that wants to join.  It is not a voting membership,
     but it will get you all of the other services that IFNA has to
     offer.


     -----------------------------------------------------------------

     Fidonews                     Page 7                   17 Nov 1986


     IFNA By-Laws and Rules Committee
     Bob Hartman, Chairperson (132/101)


     ARTICLES OF ASSOCIATION FOR INTERNATIONAL FIDONET ASSOCIATION

     Be it known that we, the suscribers, do hereby associate
     ourselves as a body politic and corporate pursuant to the
     statute laws of the State of Missouri regulating the formation
     and organization of corporations without capital stock and the
     following are our Articles of Association:

     Article 1 - The name of our corporation shall be the
     International FidoNet Association also known as "IFNA". The
     corporation commenced its corporate existence as the
     International FidoNet Association, when its Articles of
     Association were approved by the Secretary of the State of
     Missouri on August 13, 1986.  The original Articles of
     Association were subscribed by Kenneth H. Kaplan, Sally R.
     Kaplan, and Mark S. Rubin.

     Article 2 - The period of duration of the corporation is
     perpetual.

     Article 3 - The address of its initial Registered Office in the
     State of Missouri is: 120 S. Central, Suite 1400, St. Louis,
     Missouri 63105 and the name of its initial Registered Agent at
     said address is: Mark S. Rubin.  The mailing address is: PO Box
     41143, St. Louis, Missouri 63141.

     Article 4 - The purposes for which our corporation is formed are
     the following: the promotion of interest in telecommunications
     and experimentation; the establishment of telecommunication
     networks to provide publicly accessable and publicly available
     electronic communications; the furtherance of the public
     welfare; the advancement of telecommunications art the fostering
     of education in the field of electronic communication; the
     promotion and conduct of research and development to further the
     development of electronic communication; the dissemination of
     technical, educational, and scientific information relating to
     electronic communication; the printing and publishing of
     documents, books, magazines, newspapers and pamphlets necessary
     or incidental to any of the above purposes.  No part of the
     assets or income of our corporation shall inure to the benefit of
     or be distributable to the members, the officers, or any of
     them, or to other private persons except that our corporation
     shall be authorized and empowered to pay reasonable compensation
     for services rendered and to make payments and distributions in
     furtherance of the purposes set forth herein.

     Article 5 - The affairs of the Corporation shall be governed by a
     Board consisting of Directors as defined in the By-Laws.  Each
     Director shall be elected for terms of two years by the members
     eligible to vote.  Half of the Directors shall be elected for
     terms beginning on even numbered years and half shall be elected
     for terms beginning on odd-numbered years. Election of Directors
     Fidonews                     Page 8                   17 Nov 1986


     shall be in accordance with the rules and regulations prescribed
     in the By-Laws.  The Board shall meet at least once annually at
     times and places as provided in the By-Laws. Special meetings of
     the Board shall be called by the Chair of the Board upon written
     request of at least one-half of the membership of the Board as
     then constituted.

     Article 6 - During the intervals between meetings of the Board of
     Directors, the affairs of the Corporation shall be administered
     by an Executive Committee consisting of the President, four
     Directors selected by the Board of Directors, and, without vote,
     the Vice President and Vice President - Technical Coordinator.
     The term of office for the Executive Committee members shall be
     for one year or until their successors are elected.  The
     Executive Committee shall meet at the call of the President, but
     no less often than quarterly. The Executive Committee may in its
     discretion submit for determination or decision by members of
     the Board of Directors any proposal pending before the Executive
     Committee.  When such submission is made, it shall be in precise
     terms embodying the text of the proposed resolution. Such action
     shall be binding upon the Executive Committee.

     Article 7 - A vacancy in the Board of Directors shall be deemed
     to occur upon the death, resignation, recall, move of permanent
     residence outside the consituency from which elected, or refusal
     to act of any director.  Upon the occurrence of such vacancy,
     the Secretary shall proclaim it and thereafter the duties of the
     Director shall be assumed by the Alternate, and the Alternate
     shall hold the office of Director for the remainder of the term
     for which he was appointed Alternate.  Should the office of
     Alternate be vacant, the vacancy shall be filled by appointment
     by the Board of Directors.  The Alternate shall also serve as
     Director at any meeting of the Board of Directors which the
     Director is unable to attend.

     Article 8 - The officers of the Corporation shall be a President,
     a Vice President, Vice President - Technical Coordinator, a
     Secretary, and a Treasurer, who shall be elected by a majority
     of the Directors at the Annual Meeting.

     Article 9 - These articles may be amended by the three-fourths
     vote of all directors, or, provided due notice of the proposed
     amendment shall have been sent to each director at least thirty
     days in advance, by a two-thirds vote of all directors.

     Article 10 - The membership of IFNA shall consist members as
     defined in the By-Laws.  The membership shall by appropriate
     By-Laws specify the requirements for membership and classes of
     membership provided, however, that the membership shall not
     terminate or reduce the rights of any member except for the
     lapse or termination of a condition now required as precedent to
     the exercise of such rights.  Nothing herein contained shall
     preclude the Board of Directors from expelling a member upon
     good cause shown and after notice and an opportunity to be
     heard.

     Fidonews                     Page 9                   17 Nov 1986


     Article 11 - No person shall be eligible for the office of
     Director, Alternate, President, Vice President, Secretary,
     Treasurer, or Vice President - Technical Coordinator, who is not
     eligible in accordance with the applicable laws and regulations
     of the United States prevailing at the time of his election and
     throughout his term of office.

     Article 12 - Upon the dissolution of our corporation, the Board
     of Directors shall, after paying or making provision for the
     payment of all of the liabilities of our corporation, dispose of
     all of the assets of our corporation exclusively for the
     purposes of our corporation in such manner, or to such
     organization or organizations organized and operated exclusively
     for charitable, educational, religious, or scientific purposes as
     shall at the time qualify as an exempt organization or
     organizations under Section 501(c)(3) of the Internal Revenue
     Code of 1954 (or the corresponding provision of any future
     United States Internal Revenue Law), as the Board of Directors
     shall determine.  Any such assets not so disposed of shall be
     disposed of by a court of competent jurisdiction of the county in
     which the principle office of our coporation is then located,
     exclusively for such purposes or to such organization or
     organizations, as said court shall determine, which are
     organized and operated exclusively for such purposes.


     -----------------------------------------------------------------

     Fidonews                     Page 10                  17 Nov 1986


     IFNA By-Laws and Rules Committee
     Bob Hartman, Chairperson (132/101)


     BY-LAWS FOR INTERNATIONAL FIDONET ASSOCIATION

     DEFINITIONS:

        The following terms have meanings as follows for all purposes
     of these By-Laws and Articles of Association:

        IFNA: International FidoNet Association.

        IFNA NETWORK: The current set of systems which have been
     certified as FidoNet compatible and conform to policies
     established by the Board of Directors.

        IFNA NODELIST: The list of nodes active in the IFNA NETWORK,
     prepared by the IFNA Vice President - Technical Coordinator.

        PUBLIC ACCESS: A system that has a telephone number published
     in the IFNA Nodelist, and in addition provides services to the
     public.

        ANNUAL MEETING: A yearly meeting of all members of IFNA with
     the expressed purpose of conducting business requiring the
     membership to vote. The Vice President, in conjuntion with the
     Membership Services Committee, shall arrange for and coordinate
     all activities leading up to and the conduct of this meeting.

        ENDORSED: A physical, hand-written, verifiable signature of a
     member or such equivalent as shall be specified by the Board of
     Directors.

        BALLOT: A paper listing of all candidates for office and
     issues requiring a vote, or such equivalent as shall be
     specified by the Board of Directors.

        ALTERNATE: A member of IFNA who is designated by a director.
     The responsibilities of the ALTERNATE include, but are not
     limited to acting as a replacement for the director in any
     instance of the director's absence.

        CHAIR: The person elected by the members of the Board of
     Directors, or a committee, to be responsible for the overall
     conduct of meetings of the body that elected the CHAIR.


     BY-LAWS:

      1. The following membership categories are established:

         (a) Regular Member. To be eligible, an applicant: must be
     the system operator in good standing of a PUBLIC ACCESS node;
     must have paid any dues required; is entitled to one vote.

     Fidonews                     Page 11                  17 Nov 1986


         (b) Associate Member. Any person who is not eligible to be a
     Regular Member, but who is interested in electronic
     communications, is eligible to be an Associate Member by paying
     required dues. Associate Members have all of the rights of a
     Regular Member except the right to vote.

         (c) Commercial Member. Any entity using the IFNA NETWORK for
     the conduct of any business is eligible to be a Commercial
     Member by paying required dues. Any Commercial Member also
     satisfying the requirements to be a Regular Member shall be
     entitled to vote.

         (d) Honorary Member. The Board of Directors may award
     Honorary Member status to any entity. Honorary Members have all
     of the rights of a Regular Member except the right to vote.

         (e) Life Member. Any member may become a Life Member by
     paying the required dues.


      2. Applications for membership shall be submitted to the
     Secretary. In the case of any applicant whose character,
     reputation or conduct might make him an undesirable member, the
     Secretary shall refer the application to the Executive Committee
     for review; in all other cases, the Secretary shall have the
     authority to grant membership.

      3. The Secretary shall notify members of the expiration of
     their membership not less than thirty days prior to expiration.
     In determining membership status, memberships renewed within
     thirty days of expiration shall be regarded as continuous.

      4. Dues shall be set by the Board of Directors, and be payable
     in advance. For members outside the United States, the Executive
     Committee shall assess such additional costs as may be required
     for destinations outside the United States.

      5. Every member of the Board of Directors shall: serve and
     continue in office until his successor shall have been elected;
     serve on at least one standing committee.

      6. All officers and directors shall serve without compensation
     in any form.

      7. No person shall be an officer or director unless they
     qualify under all applicable statutes.

      8. The members of the Board of Directors shall be one director
     from each of the several voting divisions of IFNA (Divisional
     Directors) and an equivalent number of directors elected from
     the membership (At-large Directors). At the first meeting of the
     Board of Directors they will elect a CHAIR who shall preside
     over all meetings of the Board.

      10. The directors shall keep themselves informed as to
     conditions and activities of their constituents and as to the
     Fidonews                     Page 12                  17 Nov 1986


     needs and desires of the members therein in order that they may
     faithfully and intelligently represent the true interests of
     such members. All directors shall attend all meetings of the
     Board. At least sixty days prior to each annual meeting of the
     Board of Directors each Divisional Director shall file with the
     Secretary a written report on the status of the affairs of IFNA
     in that division, together with a statement of their
     recommendations as to any actions required for the effective
     administration of the objectives and affairs of IFNA.

      11. On any date not later than noon of the 120th day prior to
     the ANNUAL MEETING, nomination petitions ENDORSED by ten or more
     voting members and naming a member as a candidate for director,
     may be filed with the Secretary. The Nominations and Elections
     Committee shall solicit such petitions at least 180 days prior
     to the ANNUAL MEETING in FidoNews in each election year by a
     notice that will show the name of the incumbents.

      12. The Nominations and Elections Committee shall delete the
     name of any nominee who may be ineligible for election and the
     name of any who may withdraw by written communication. The
     remaining names shall be listed on a ballot, in alphabetical
     order. If there be but one eligible nominee, the Nominations and
     Elections Committee shall declare him elected without balloting
     by the membership. If there be more than one eligible nominee,
     then at least 45 days prior to the ANNUAL MEETING the Secretary
     shall send by mail to every voting member, and publish in
     FidoNews, a ballot listing the candidates for director. The
     ballot shall contain a copy of the current voting rules.

      13. Mail BALLOTS, to be counted, shall reach the Secretary not
     later than the start of the ANNUAL MEETING.

      14. The Nominations and Elections Committee shall arrange to
     have a certified public accountant receive and collate all mail
     BALLOTS received prior to the ANNUAL MEETING, and to be
     responsible for the receipt, tabulation and verification of all
     BALLOTS cast before the close of voting. The certified public
     accountant shall present and certify the results of the
     balloting.

     15. A director position shall be declared vacant by the Board of
     Directors if: there be no eligible nominee for that director
     position; a director is no longer able or willing to fulfill the
     responsibilities of that position and has not appointed an
     ALTERNATE.

      16. All vacant director positions will be filled by appointment
     of the Board of Directors for the remainder of the term.

      17. Each director shall designate in writing within 30 days
     after the election an eligible ALTERNATE. Failure to comply
     shall cause the ALTERNATE position to be declared vacant by the
     Board of Directors.

      18. A director shall be elected in each even-numbered year for
     Fidonews                     Page 13                  17 Nov 1986


     each even-numbered division and an equal number of At-large
     directors and in each odd-numbered year for the remaining
     director positions. The term of each director shall be for two
     years. The terms of all directors shall begin as soon as the
     results of the election are declared official by the Secretary.

      19. A recall petition shall be presented to the Secretary not
     later than 180 days prior to the end of his term. A valid
     petition shall contain the signatures of not less than 10
     percent of the number of voting members represented by that
     director. Upon certification by the Executive Committee that the
     petition is valid, the Secretary shall prepare a ballot asking
     the single question, "Shall the Director be recalled, yes or
     no". These ballots shall be mailed to all voting members
     represented by that director accompanied by the current voting
     rules. If a majority of the votes cast are for recall, then the
     office of director shall be declared vacant. No director shall
     be subject to more than one recall during a single term of
     office.

      20. The annual meeting of the Board of Directors shall be held
     at a location near the place of business designated in the
     Articles of Association on the third Friday of February of each
     year. The places of additional meetings shall be designated by
     the Chair of the Board and notified by the Secretary. The times
     and places of the meetings may be changed provided that specific
     provision is made by (1) majority vote of the directors at the
     preceding meeting or (2) majority vote of the directors by mail
     initiated by the Executive Committee or on petition of at least
     five directors, such mail vote to be taken at least 45 days
     prior to the date proposed for the meeting.

      21. Special meetings of the Board of Directors may consider or
     act upon only those matters which are set out in the request.
     The call for any such meeting shall specify the matters to be
     considered.

      22. A majority of the members of the Board of Directors or of
     any committee shall constitute a quorum at any meeting of the
     Board or Committee.

      23. Prior to any meeting of the Board of Directors, the
     Secretary, upon consideration of the reports of the officers and
     directors, shall establish an agenda for the meeting. Proposals
     for amendment of the agenda or for the deletion or addition of
     items shall be the first order of business.

      24. On questions of order and procedure not otherwise
     determined by these By-Laws the provisions of the current
     edition of Robert's Rules of Order shall prevail.

      25. The following voting divisions are established:

          Division 2 Europe, Africa
          Division 10 CA NV
          Division 11 IL IN KY MI OH WI - USA and
     Fidonews                     Page 14                  17 Nov 1986


                      ON PQ PEI NS NB NF - Canada
          Division 12 HI Asia, Australia, Antartica
          Division 13 DE DC MD NJ NY PA VA
          Division 14 IA KS MN MO NB ND SD
          Division 15 AZ CO NM UT WY
          Division 16 CT ME MA NH RI VT
          Division 17 AK ID MT OR WA - USA and BC ALB SSK - Canada
          Division 18 AL FL GA MS NC SC TN
          Division 19 AR LA OK TX, South America,
                      Mexico, Central America

      26. The President shall, subject to instruction from the Board
     of Directors and with the assistance of the Vice President,
     represent IFNA in its relationships with the public and the
     various governments, governmental agencies and officials with
     which IFNA may be concerned and shall be the official
     spokesperson of IFNA in regard to all matters of IFNA policy.

      27. In the absence or disability of the President, the
     Vice-President shall assume the duties of the President.

      28. The Secretary shall: record the proceedings of all meetings
     of the Board and of the Executive Committee; promptly furnish
     copies of the minutes of these meetings to all officers and
     members of the Board; publish such minutes in FidoNews; be
     responsible for the maintenance of the corporate status of IFNA
     and the filing of all reports and certificates which may be
     required of IFNA under the corporation laws of the State of
     Missouri; be the archivist of IFNA; maintain the corporate
     membership and voting records of IFNA; performs other duties as
     described in applicable By-Laws. To the extent that may from time
     to time be required by law, he shall act as agent for the
     service of process but only while present in the State of
     Missouri and he is not authorized to accept serrvice of process
     elsewhere.

      29. The Treasurer shall: be the recipient of all monies of IFNA
     and shall deposit the same in the name of IFNA in a depository
     specified by the Board of Directors; sign checks drawn by the
     President in payment of obligations known by him to be proper
     and authorized; make a report at the annual session of the Board
     of Directors and attend meetings of the Board; furnish bond
     satisfactory to the Board, the expense of such bond to be borne
     by IFNA; be ex-officio a member of the Administration and
     Finance Committee provided for in By-Law 32; make quarterly
     financial statements to the Adminstration and Finance Committee;
     on consultation with and subject to the general supervision of
     the Administration and Finance Committee, invest and reinvest
     the surplus funds of IFNA in any bonds or stocks or other
     securities as would be selected by a trustee with the care of a
     prudent investor.

      30. The Vice President - Technical Coordinator shall: be
     responsible for maintenance and distribution of the master
     NODELIST; creation and distribution of the weekly update file
     for the master NODELIST; ensuring the smooth operation of the
     Fidonews                     Page 15                  17 Nov 1986


     IFNA NETWORK as prescribed by the Board of Directors; serve as a
     member of the Technical Standards Committee.


     STANDING COMMITTEES:

      31. The following standing committees are established:
          a. Administration and Finance
          b. Executive Committee
          c. Nominations and Elections
          d. By-Laws and Rules
          e. Technical Standards
          f. Publications
          g. International Affairs
          h. Membership Services

     Each standing committee shall include among its members at least
     one director. Additionally, the Treasurer shall serve as a
     member of the Administration and Finance Committee. Appointments
     of all standing committee members shall be made by the President
     at the Annual Meeting and shall be for a term of one year. The
     Chair of the Board shall designate the chair of each committee.
     Standing committees shall make written reports at least 30 days
     prior to each regular meeting of the Board of Directors.
     Standing committees may originate studies in their fields and
     may generate recommendations to the Board on their own
     initiative.

      32. The Administration and Finance Committee:

          Reviews IFNA management performance and effectiveness,
     including IFNA finances, on a continuing basis. On an annual
     basis, reviews the operating budget prepared by the Treasurer
     for the coming year and, after approval, forwards to the Board
     of Directors for ratification at least 30 days prior to the
     beginning of the fiscal year. Reviews intermediate and long term
     budgetary projections as prepared by the Treasurer and makes
     appropriate recommendations to the Board of Directors. Makes
     recommendations to the Board in connection with audit and tax
     matters, and acts as a Board audit committee. Is reponsible to
     the presentation of an annual financial report which shall be
     presented to the Board and the Membership. Makes recommendations
     to the Board and the President in areas of staff management,
     procedures and renumeration. Acts as advisor to and supervisor
     of the Treasurer in regard to the investment of IFNA's funds.

      33. The Membership Services Committee performs studies and
     makes recommendations to the Board, and acts as advisor to the
     President, with regard to services provided to individual
     members, other than publications and including, but not limited
     to the ANNUAL MEETING.

      34. The Publications Committee performs studies and makes
     recommendations to the Board, and acts as advisor to the
     President, with regard to IFNA's publications, including
     FidoNews.
     Fidonews                     Page 16                  17 Nov 1986


      35. The Nomination and Elections Committee shall be responsible
     for: finding and qualifying candidates; reviewing voting
     procedures and recommending modifications as necessary; performs
     other duties as described in applicable By-Laws.

      36. The By-Laws and Rules Committee shall be responsible for
     review and any suggestion of changes to these by-laws.

      37. The Technical Standards Committee shall be responsible for:

          a. Providing a rigorous definition of FidoNet and all
     FidoNet protocols sufficient to implement a compatible
     electronic  mail system.

          b. Providing IFNA the means to determine whether a system
     is compatible  with FidoNet. This will allow IFNA to list
     compatible systems so  Sysops may decide which system to
     install.

          c. Producing and enhancing standards for:
             1. Data Transmitted
             2. Connection
             3. Protocols
             4. Nodelist
             5. Routing

      38. The International Affairs Committee shall monitor the
     conduct of international liaison by IFNA staff. They shall
     initiate recommendations for IFNA representation at
     international meetings. They shall encourage the growth and
     strengthening of IFNA, its member societies and
     telecommunications worldwide. They shall coordinate and monitor
     planning and strategy for improving international
     telecommunications.

      39. The Executive Committee shall be responsible for:
     Monitoring progress of the Board actions and recommendations in
     order to see that they are expeditiously accomplished.
     Monitoring expenditures for legal assistance. Providing
     assistance to the staff and general counsel in connection with
     Board recommendations for petitions to the Federal
     Communications Commission and other governmental agencies.
     Evaluating for the Board proposed rules and regulatory changes.

      40. There shall be an official publication maintained by IFNA,
     in the form of a weekly journal, the name of which shall be
     FidoNews. A copy of this journal shall be available each week to
     every member of IFNA in good standing. The general management of
     this journal shall be in the hands of the President. The policy
     of the journal shall be determined by the Board of Directors.

      41. Without changing their import, the Secretary may from time
     to time, on notice to the members of the Board of Directors,
     renumber these By-Laws so as to serve the purpose of ready
     reference. References in these By-Laws to Articles shall be
     corrected, when necessary, by the Secretary to conform to the
     Fidonews                     Page 17                  17 Nov 1986


     renumbered Articles.

      Fido and FidoNet are trademarks of Fido Software.

     -----------------------------------------------------------------

     Fidonews                     Page 18                  17 Nov 1986


     IFNA By-Laws and Rules Committee
     Bob Hartman, Chairperson (132/101)

     The IFNA By-Laws and Rules Committee hereby recommends the
     following to the current Board of Directors:

     A. That the articles, bylaws, report, and minutes of these
     meetings, are submitted to the Board of Directors and made
     public to the membership of the network.

     B. That upon submission of this report to the Board of Directors
     that they be open for discussion, comment, criticism, or proposed
     amendment for a period of time to be delimited  by the Board of
     Directors.

     C. That the committee recommends to the Board of Directors that
     it, by whatever means determined to be fair, submit the Articles
     and By-laws, as reported by this committee, to a vote by those
     nodes listed in NODELIST.311 (as per the policy document in
     effect Aug 13, 1986 when IFNA was incorparted in the State of
     Missouri).  The final talley to be made public.

     D. That, when final, Articles of Association and By-laws be
     formally adopted by the Board of Directors of IFNA as the
     interim rules of business conduct until such time as any of them
     are ratified, ammended, or replaced in accordance of such.

     E. That anyone who paid or pays any monies intended for use by
     IFNA, prior to formal adoption of these bylaws, be given fair
     consideration.

     F. That the By-laws and Rules Committee strongly recommends that
     the Board of Directors prepare and make available to the public
     a pro forma budget accounting for all funds received and
     disbursed by IFNA; that it also prepare and make available to
     the public a projection of expenses that may be incurred by IFNA
     in the implementation of some or all of the bylaws and
     suggestions concerning policy as contained in the report.

     G. That any act of this committee not covered by an entry in the
     minutes or in a formal motion adopted be construed as if it had
     been formally proposed and adopted.


     -----------------------------------------------------------------

     Fidonews                     Page 19                  17 Nov 1986


     IFNA By-Laws and Rules Committee
     Bob Hartman, Chairperson (132/101)

     What did we leave out?

     Several things were deliberately left out of the By-Laws.  These
     include: How much dues will be for each class of membership?
     How does the Board of Directors operate?  What about
     re-imbursement for expenses?

     All of these things are going to be controlled by the Board of
     Directors in various policy documents.  They will be called
     things like DUES.POL, BOARD.POL, BUDGET.POL, etc.  These
     documents have not yet been completed, but I can say the
     following:

     The dues for Regular Membership will be $25 per year.  Anyone
     paying the $25 before January 1, 1987 will receive a charter
     membership good until December 31, 1987.

     As for re-imbursement of expenses, that is currently not
     feasible since IFNA doesn't have the money to cover expenses
     other than those required to answer the mail, give phone support
     to people that request it, and implement the voting and other
     procedures required by the by-laws.  We deliberately did not
     mention it since it is entirely possible that it could be
     included in a future budget.  We DID mention that the Board and
     Officers would not be paid for their services (as opposed to
     expenses)!

     I am sorry that we cannot say more about the other policy
     documents, but as they become available they will be placed in
     FidoNews and posted in various Echomail conferences.

     -----------------------------------------------------------------

     Fidonews                     Page 20                  17 Nov 1986


     IFNA By-Laws and Rules Committee
     Bob Hartman, Chairperson (132/101)


     What if I don't like it?


     That is a very valid question, and is the whole purpose behind
     publishing these documents well in advance of the January 1
     deadline.  There are a number of ways to complain about things
     you don't like:

     1. Enter a message into the IFNA Echomail conference.  This
     reaches the largest number of people, but has the disadvantage
     of being slow, and echomail has been known to get lost.

     2. Send a message to 132/101 telling me what you don't like.
     Please be very specific, and if possible create a file of the
     complaint so that I can incorporate it easily into future
     documents.  If you request an acknowledgement of receipt, I will
     be happy to oblige.

     3. Place a submission to FidoNews.  Unfortunately, this method
     can be even slower than method number 1.

     4. Do all of the above!



     -----------------------------------------------------------------

     Fidonews                     Page 21                  17 Nov 1986


     IFNA By-Laws and Rules Committee
     Bob Hartman, Chairperson (132/101)

     Special Thanks

     On behalf of all of the members of the IFNA By-Laws and Rules
     Committee, I would like to extend thanks to the following
     people:

     1.  First and foremost would be the friends and relatives of
     each committee member.  We put in a lot of work on this, and it
     took a lot of our time.  It meant a lot and I would like to
     thank all of the friends and relatives who were so understanding
     during it all.

     2.  The staff at the Nashua Holiday Inn.  These people were
     wonderful.  Each day we would basically trash two hotel rooms
     (littering them with bottles, cans, cigarettes, and munchie
     bags), and each morning they would come back and make it
     spotless.  I would also like to thank the dining room staff
     since they put up with us taking 2 hour breakfasts while paying
     for nothing more than some toast and coffee.

     3.  The people in the Fidonet community that helped us out by
     making constructive comments and supporting what we were trying
     to accomplish.

     Thanks from all of us!

     -----------------------------------------------------------------

     Fidonews                     Page 22                  17 Nov 1986


     =================================================================
                                  COLUMNS
     =================================================================

     IFNA By-Laws and Rules Committee
     Bob Hartman, Chairperson (132/101)

     Alternatives

     As we all know, there are always alternative methods for doing
     things.  This section of FidoNews (COLUMNS) is devoted to the
     alternative methods that have been discussed.  It is important
     that you as a reader inform us as to which method you prefer in
     each case.  If we don't hear anything, then we have to assume
     that the 'default' method outlined in the original documents is
     what you prefer.

     Anyway, on to the alternatives...

     -----------------------------------------------------------------

     Fidonews                     Page 23                  17 Nov 1986


     Steve Jordan (102/1301)

     Alternate Method for Voting:

     Present Proposal:  That all members can vote by sending in a
     proxy into a neutral party, presumably a CPA firm prior to the
     annual meeting.  At the annual meeting, any member could
     withdraw his proxy and vote directly.  Any properly registered
     proxies could be voted by the person holding that proxy.  Those
     votes would be tallied and ...

     PRO:  It is backward compatible with Policy2.  It allows members
     to go to the meeting and meet the candidates and select the
     candidate there.

     My proposal:  We mail out a ballot to all members with the right
     to vote.  Those members can select the candidate and mail back
     the ballot with maybe a two envelop method.

     PRO: 1.  It is simpler.  There is no problems with re voting.

     2.  It is more secure.  There are no ballots sitting in an office
     for 60 days.  The ballots do not have to be moved to the
     meeting.

     3.  It is consistent with our structure.  In most ownership
     organizations, the meeting is to elect officers.  Members may
     have 10,000 votes (shares).  They may and can meet with the
     board one and one.  There can be five major stockholders and
     five members of the board.  In membership organization, there is
     no capital stock.  There is no power plays.  The ballots are cast
     by mail.  In fact, I know of no organization other that small
     local ones that elect officers at a national meeting.

     4.  It frees up the national meeting to discuss new ideas,
     directions, and issues.  I can see 1 full day of three being
     politics.  I would prefer 3 full days of business.

     5.  It is cheaper.  The proxy method requires the CPA type to
     certify that the ballots made it there, that the proxies are
     correct.  He must supervise the recall of proxies.  The CPA
     cannot be a "free friend."  He should be hired or else a the
     president or board will be charged with conflict of interest or
     favoritism.

     Cheaper, easier, more professional, more secure, and more time
     efficient.

     CON:  not compatible with Policy2.  Since Policy2 was ignored at
     COSUG I feel that is not a major problem.

     CONCULSION:  My method would make the annual meeting an
     enjoyable, educational, and fun event.  Outsiders and insiders
     do not want to travel thousands of miles to see COSUG.  I want
     the annual meeting to be a highlight.  I want to be proud of
     that meeting.  You must ask yourself, "Do I want another COSUG
     Fidonews                     Page 24                  17 Nov 1986


     Saturday with the world looking on??"

     -----------------------------------------------------------------

     Fidonews                     Page 25                  17 Nov 1986


     Ed Rauh (141/215)

     Why International?

     The international aspect of the IFNA may have some very serious
     legal ramifications, especially for boards in Europe - and on
     this basis I feel that we should limit IFNA membership to North
     American nodes, at least until the following points are
     clarified for us by IFNA's legal counsel:

     (1) Criminal aspects of the European nodes:

         We publish a list of European Fido boards each week.  Because
     of the very restrictive laws of some European nations (Germany
     in particular), the sysops of those boards are limited to
     operating CCITT protocol modems, which do not communicate well
     with the vast majority of modems in use in North America.  In an
     effort to facilitate communications with us on this side of the
     water, some sysops operate an illegal modem during our NMH.
     This is noted in the nodelist, a freely distributed document, in
     the comments area of those nodes' entries.  In other words, we
     are publishing a list of criminals in Europe, and the best hours
     to catch them at it!

         Other aspects of Fido operation (such as operating in
     Send-Only mode in Canada) may also have legal ramifications for
     non-US Fido sysops.  I am not an expert in International Law;
     other examples of such limitations on Fido operations may exist
     in other countries.

     (2) Ramifications to the IFNA:

     While those sysops in Europe have their necks on the line, we,
     the (potential) North American members of IFNA, also are at
     risk, as is IFNA as a whole.  To some extent we are guilty of
     violations of International Law, and to inciting criminal
     activity outside of North America, a violation that the FCC
     might take action on.  This action could range from a slap of
     the hand, to formal injunctions against IFNA-sponsored
     communications outside of the U.S./Canada, or, under a very
     extreme interpretation of the applicable laws, to prosecution of
     IFNA officers and directors, in particular, the International
     Technical Coordinator.

     At this point I have listed the drawbacks of some of the
     international aspects of IFNA.  It is reasonable to ask what
     should be done about it.  My proposal is very simple:

     PROPOSED:  That Regular membership in the IFNA be limited to
     those countries in which operation of FidoNet-compatible
     software is within the bounds of that nation's laws.

     PROPOSED:  That members of IFNA, for countries where operation of
     FidoNet compatible software may have legal ramifications, form
     their own National FidoNet Associations, which may apply for
     IFNA Region/Division status by:
     Fidonews                     Page 26                  17 Nov 1986


     1.  Informing the International Technical Coordinator of the
     restrictions on FidoNet operations in the applicable nation;

     2.  Proposing a set of By-Laws for that Association's members
     which would allow them to legally operate FidoNet-compatible
     software within their country, to which all their members have
     willingly subscribed.

     I feel that some of our European members may wish to examine
     their advertising of their communications capabilities very
     carefully, and that IFNA may wish to examine the legal aspects
     of some of the listings in the nodelist.  After consulting with
     my attorney, it is not clear that the Nodelist is in violation
     of the law;  someone with more knowledge of that aspect of the
     law (or with more money to throw to their attorney than I am
     willing to feed to mine) should examine these issues.

     Respectfully submitted,

     Ed Rauh, Sysop 141/215
     IFNA By-laws and Rules Committee

     P.S.  I'm already wearing the Nomex suit - flame away!

     -----------------------------------------------------------------

     Fidonews                     Page 27                  17 Nov 1986


     Mike Hamilton AKA Mikey (103/501)

     More proposed changes

     [Editor note - the editor being Bob Hartman this week: Mikey
     sent this stuff to me as comments interspersed in the original
     documents which he received from me.  I extracted the phrases he
     commented on, along with the comments and converted them to
     FidoNews format.  No further editing was done.]

     The following changes were for the By-Laws:

        ALTERNATE: A member of IFNA who is designated by a director.
     The responsibilities of the ALTERNATE include, but are not
     limited to acting as a replacement for the director in any
     instance of the director's absence.

     +++++++++++++++++++++++++++++++
     comment

     the alternate is to be elected in the same manner as both of the
     directors.

     +++++++++++++++++++++++++++++++++++


         (a) Regular Member. To be eligible, an applicant: must be
     the system operator in good standing of a PUBLIC ACCESS node;
     must have paid any dues required; is entitled to one vote.


     +++comment++++++++++ -> remove --> in good standing

         (e) Life Member. Any member may become a Life Member by
     paying the required dues.


     comment==========eliminate life member


      2. Applications for membership shall be submitted to the
     Secretary. In the case of any applicant whose character,
     reputation or conduct might make him an undesirable member, the
     Secretary shall refer the application to the Executive Committee
     for review; in all other cases, the Secretary shall have the
     authority to grant membership.

     COMMENT --> better definition of acceptable reasons for refusing,
                 as listed, reasons are too loose


      4. Dues shall be set by the Board of Directors, and be payable
     in advance. For members outside the United States, the Executive
     Committee shall assess such additional costs as may be required
     for destinations outside the United States.

     Fidonews                     Page 28                  17 Nov 1986


     +++++++++++++++++++ comment

      and be approved by the members.

     -------------suggest vote for range of numbers

                     $0
                     $5
                     $10
                     $25
                     more _________
     majority would be the dues


      8. The members of the Board of Directors shall be one director
     from each of the several voting divisions of IFNA (Divisional
     Directors) and an equivalent number of directors elected from
     the membership (At-large Directors). At the first meeting of the
     Board of Directors they will elect a CHAIR who shall preside
     over all meetings of the Board.


     =======--> comment

     2 directors and 1 alternate ELECTED from each voting division.


      12. The Nominations and Elections Committee shall delete the
     name of any nominee who may be ineligible for election and the
     name of any who may withdraw by written communication. The
     remaining names shall be listed on a ballot, in alphabetical
     order. If there be but one eligible nominee, the Nominations and
     Elections Committee shall declare him elected without balloting
     by the membership. If there be more than one eligible nominee,
     then at least 45 days prior to the ANNUAL MEETING the Secretary
     shall send by mail to every voting member, and publish in
     FidoNews, a ballot listing the candidates for director. The
     ballot shall contain a copy of the current voting rules.


     --->  define criteria for deletion from list.



      14. The Nominations and Elections Committee shall arrange to
     have a certified public accountant receive and collate all mail
     BALLOTS received prior to the ANNUAL MEETING, and to be
     responsible for the receipt, tabulation and verification of all
     BALLOTS cast before the close of voting. The certified public
     accountant shall present and certify the results of the
     balloting.

     comment

     -->>> add CPA to not be compensated for this duty.

     Fidonews                     Page 29                  17 Nov 1986


      16. All vacant director positions will be filled by appointment
     of the Board of Directors for the remainder of the term.

     +++++++++++++++comment

     by someone from the same division.



      17. Each director shall designate in writing within 30 days
     after the election an eligible ALTERNATE. Failure to comply
     shall cause the ALTERNATE position to be declared vacant by the
     Board of Directors.

     --->>> eliminate entirely  since they are to be elected


      18. A director shall be elected in each even-numbered year for
     each even-numbered division and an equal number of At-large
     directors and in each odd-numbered year for the remaining
     director positions. The term of each director shall be for two
     years. The terms of all directors shall begin as soon as the
     results of the election are declared official by the Secretary.

     --->>> Initial term for even numbered regions is 1 year.


      20. The annual meeting of the Board of Directors shall be held
     at a location near the place of business designated in the
     Articles of Association on the third Friday of February of each
     year. The places of additional meetings shall be designated by
     the Chair of the Board and notified by the Secretary. The times
     and places of the meetings may be changed provided that specific
     provision is made by (1) majority vote of the directors at the
     preceding meeting or (2) majority vote of the directors by mail
     initiated by the Executive Committee or on petition of at least
     five directors, such mail vote to be taken at least 45 days
     prior to the date proposed for the meeting.

     ======comment

     hold meeting at/during annual conference, less financial burden
     for attendees.

     need for meeting to be voted upon by directors



      25. The following voting divisions are established:

          Division 2 Europe, Africa
          Division 10 CA NV
          Division 11 IL IN KY MI OH WI - USA and
                      ON PQ PEI NS NB NF - Canada
          Division 12 HI Asia, Australia, Antartica
          Division 13 DE DC MD NJ NY PA VA
     Fidonews                     Page 30                  17 Nov 1986


          Division 14 IA KS MN MO NB ND SD
          Division 15 AZ CO NM UT WY
          Division 16 CT ME MA NH RI VT
          Division 17 AK ID MT OR WA - USA and BC ALB SSK - Canada
          Division 18 AL FL GA MS NC SC TN
          Division 19 AR LA OK TX, South America,
                      Mexico, Central America


     ==>> comment

     we need to double the number of divisions to insure adequate
     representation of the members. upon doubling, cut directors down
     to 1 and alternate from each division.


      26. The President shall, subject to instruction from the Board
     of Directors and with the assistance of the Vice President,
     represent IFNA in its relationships with the public and the
     various governments, governmental agencies and officials with
     which IFNA may be concerned and shall be the official
     spokesperson of IFNA in regard to all matters of IFNA policy.

     =============comment - add -

     --->>> and the executive committee


      29. The Treasurer shall: be the recipient of all monies of IFNA
     and shall deposit the same in the name of IFNA in a depository
     specified by the Board of Directors; sign checks drawn by the
     President in payment of obligations known by him to be proper
     and authorized;...

     ==========comment
     change him to the administrative and finance committee


      31. The following standing committees are established:...
     Each standing committee shall include among its members at least
     one director. Additionally, the Treasurer shall serve as a
     member of the Administration and Finance Committee. Appointments
     of all standing committee members shall be made by the President
     at the Annual Meeting and shall be for a term of one year.

     ===============comment
     scratch president replace with board of directors


      34. The Publications Committee performs studies and makes
     recommendations to the Board, and acts as advisor to the
     President, with regard to IFNA's publications, including
     FidoNews.

     ==============comment

     Fidonews                     Page 31                  17 Nov 1986


     the editorial content and general content should be under the
     direct supervision of the pubs committee


      35. The Nomination and Elections Committee shall be responsible
     for: finding and qualifying candidates; reviewing voting
     procedures and recommending modifications as necessary; performs
     other duties as described in applicable By-Laws.

     ===========> comment
     remove - finding and


      37. The Technical Standards Committee shall be responsible for:

          a. Providing a rigorous definition of FidoNet and all
     FidoNet protocols sufficient to implement a compatible
     electronic  mail system.

     ======comment - add -

     protocols to be freely available at no cost


      40. There shall be an official publication maintained by IFNA,
     in the form of a weekly journal, the name of which shall be
     FidoNews. A copy of this journal shall be available each week to
     every member of IFNA in good standing. The general management of
     this journal shall be in the hands of the President. The policy
     of the journal shall be determined by the Board of Directors.

     ======comment - remove - president - replace with

     pubs committee


     --->>>>> additional paragraph added to say

     no member of the board of directors or officer of the association
     or anyone in their employ
     shall participate in any activity  such as publishing documents
     for sale by ifna, be the sole control of any of ifna's documents
     or publications or programs or participate in any activity that
     could be construed to be conflict of interest.

     no one who has a commercial interest in items recommended,
     proposed, or offered by ifna shall be eligible for any of the
     positions outlined in this document.


     --------------

     ==>> comment on voting

     first item for vote should be ifna yes or no with instructions to
     vote for all items regardless of yes/no ifna vote.
     Fidonews                     Page 32                  17 Nov 1986


     also voting should be done to 2 places (1 could be electronic)
     to insure fairness and accuracy of voting.

     --------------

     ==>> comment

     disciplinary procedures are lacking for all levels of membership,
     including officers, directors , etc...

     --------------


     Now Mikey's suggestions for changes to the Articles of
     Association:


     Article 9 - These articles may be amended by the three-fourths
     vote of all directors, or, provided due notice of the proposed
     amendment shall have been sent to each director at least thirty
     days in advance, by a two-thirds vote of all directors.

     =====>>  add -

     and after members have had ample opportunity to review and
     comment on amenments.


     Article 11 - No person shall be eligible for the office of
     Director, Alternate, President, Vice President, Secretary,
     Treasurer, or Vice President - Technical Coordinator, who is not
     eligible in accordance with the applicable laws and regulations
     of the United States prevailing at the time of his election and
     throughout his term of office.

     ===>  change - United States - to - State of Missouri


     By adding these comments and suggestions I in no way mean to
     imply that I approve of this document or go along with the
     wording be it as origional or as changed.

     I give no one my permission to in any way use my name to imply
     that I do approve or have approved of these writings.

     Mike Hamilton AKA Mikey


     [Ed: That completes the changes the Mikey suggested.  I don't
     understand his last comment since he was asked to make
     suggestions for changes that would make the document acceptable
     to him.]


     -----------------------------------------------------------------

     Fidonews                     Page 33                  17 Nov 1986


     Neal Curtin (138/14)

     More Comments and Suggestions

     Just a few comments on the By-Laws:
         1. Page 1, item 1a. Really question the PUBLIC ACCESS in
     here. It seems to be dis-enfranchising the private nodes who do
     contribute to the net. I think it would be better to have all
     nodes in the St. Louis Nodelist eligible. Minor, but
     perturbing.

         2. page 4, item 29. Reference to By-Law 36. Should be 32.
     Typo.
     [Ed: Thanks, this has been fixed in this version]

         3. Page 5, item 37c.1. Data Transmitted. Should read Data
     Transmission Format. Don't want to have the standards committee
     responsible for content, just format.

         4. Page 1, item 4. Dues should be labled as payable in US
     currency. In case of overseas nodes, should be payed to regional
     coordinator, who would forward to IFNA in US funds. (They also
     would get a 15-20% better excahnge rate than we would.)

         5. Page 1, item 7. Opinion, comment, and hope to head off
     flames from other sources. Need some words here so that people
     who have a financial or or propriatary interest in IFNA, Fido,
     Seadog, and other software or hardware in use in the net be
     excluded from being an officer. This should only apply to
     commercial(underlined) items that are for sale. This would
     eliminate only people who are making money off the net, such as
     Tom and Thom, but not Bob as his is available for public use. It
     is a small distinction, but could cause some serious flames.

     End Comments, start observations..

     It is a good start. The main problem is that you started with 10
     people, ended up with less, and still took too long. With 20 +
     on the BOD, even less will be accomplished in a longer time. Can
     not think of a way to limit it more fairly than you guys have
     done, but even large Coporations have smaller boards. One from
     each net would be good but again too large. One from each region
     would be better with out the at large members. That way, when we
     go to zones, we could include them or substitute them for the
     regions.

     Neal Curtin

     -----------------------------------------------------------------

     Fidonews                     Page 34                  17 Nov 1986


     =================================================================
                                  NOTICES
     =================================================================

                          The Interrupt Stack


     22 Nov 1986
        Net 109 sysops meeting.  Contact Kurt Reisler at 109/0 for
        details.

     23 Nov 1986
        Twenty-third anniversary of Doctor Who.

      3 Dec 1986
        Start of the Electronic Mail Association conference in
        Washigton, D.C.

      7 Dec 1986
        The Next Occasional MetroNet Sysop Meeting.  Contact Gee Wong
        at 107/312 for details.

     24 Aug 1989
        Voyager 2 passes Neptune.


     If you have something which you would like to see on this
     calendar, please send a message to FidoNet node 1/1.

     -----------------------------------------------------------------

     Fidonews                     Page 35                  17 Nov 1986


                                   __
              The World's First   /  \
                 BBS Network     /|oo \
                 * FidoNet *    (_|  /_)
                                 _`@/_ \    _
                                |     | \   \\
                                | (*) |  \   ))
                   ______       |__U__| /  \//
                  / Fido \       _//|| _\   /
                 (________)     (_/(_|(____/ (jm)

        Charter Membership for the International FidoNet Association

     Membership in IFNA is open to any individual or organization that
     pays  an  annual  specified  membership  fee.   IFNA  serves  the
     international  FidoNet-compatible  electronic  mail  community to
     increase worldwide communications.**


               Name _________________________________    Date ________
               Address ______________________________
               City & State _________________________
               Country_______________________________
               Phone (Voice) ________________________

               Net/Node Number ______________________
               Board Name____________________________
               Phone (Data) _________________________
               Baud Rate Supported___________________
               Board Restrictions____________________
               Special Interests_____________________
               ______________________________________
               ______________________________________
               Is there some area where you would be
               willing to help out in FidoNet?_______
               ______________________________________
               ______________________________________


     Send your membership form and a check or money order for $25 to:

                    International FidoNet Association
                    P. O. Box 41143
                    St Louis, Missouri  63141, USA

     Thank you for your membership!  Your participation will  help  to
     insure the future of FidoNet.

     ** Please NOTE that IFNA is a general not-for-profit organization
     in  formation  and  BYLAWS  are  presently  being  prepared by an
     International Rules Committee.  Membership requirements and  fees
     are  subject  to  approval  of  this Committee.  An IFNA Echomail
     Conference has been established on FidoNet to assist  the  BYLAWS
     Committee. We welcome your input on this Conference.

     -----------------------------------------------------------------


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