ISUG constitution

The following is the constitution of the International SGML/XML Users' Group approved in January 1997.

Constitution

1. The name of the organization is the International SGML Users' Group.

2. The object of the Group is to advance public education by promoting the use of the Standard Generalized Markup Language, an International Standard for the markup of computer-processable documents.

3. In furtherance of the above object but not further or otherwise the Group shall have the following powers:

to collect and disseminate information on all matters affecting the above object and exchange such information with other bodies having similar purposes;

to arrange and provide for or join in arranging and providing for the holding of exhibitions, conferences, meetings, lectures, seminars, and training courses;

to procure to be written and print, publish, issue, and distribute gratuitously or otherwise such papers, books, periodicals, pamphlets, or other documents or films as shall further the said object;

to do all such other lawful things as are necessary for the attainment of the said object.

4. Membership of the Group shall be open to anyone interested in SGML. A member in good standing is one for whom dues for the current year have been paid. Hereinafter the term member shall be construed to mean a member in good standing.
A chapter may be a direct member and shall be able to have members of its own. It shall declare its members to the international group and each member of the chapter shall have a vote at the international level.
Institutions may be a direct member and may name two persons who shall be admitted as institutional members. The two named institutional members shall each have one vote and otherwise be entitled to all the rights of a member. An institutional member may be represented by an alternate at gatherings organized or sponsored by or in association with the Group, but for no other purpose. An individual may be a direct member and shall have one vote. A student may be a direct member and shall have one vote.

5. From every direct member, with the exception of honorary members, there shall be due an annual subscription, which shall be determined from time to time by the Executive Council where the annual subscription for institutions shall be equal to that of two individual members, student subscriptions shall be equal to half that of an individual member, and chapter subscriptions shall be based on membership bands. Members may join the Group at any time and their subscription shall extend for 12 months from the beginning of the quarter following their joining. This subscription shall entitle each member to receive the benefits of membership, including the Newsletter, without charge. Any other publications issued by the Group or in conjunction with the Group shall normally be available to all members at a reduced rate.

6. The Executive Council may, at its discretion, confer honorary membership on persons who have rendered distinguished service to the Group, and on other persons of distinction in the field.

7. The officers of the Executive Council shall consist of a President, a Vice-President, a Secretary, and a Treasurer. The President and the Vice-President shall be elected by the membership. They shall each serve for a period of two years but may be re-elected. Elections for the President and the Vice-President shall be held in alternate years. The Secretary and the Treasurer shall be appointed by the Executive Council. They shall each serve for a period of two years but may be re-appointed. Appointments of the Secretary and the Treasurer shall be made in alternate years.

8. The management of the Group shall be in the hands of the Executive Council. This shall consist of the officers and six other members of the Group. The Executive Council may, at its discretion, appoint Honorary Technical Consultants to advice in technical matters pertaining to the Standard Generalized Markup Language. Honorary Technical Consultants shall be ex officio members of the Executive Council. The Chairs of any subsidiary or affiliate chapter or special interest group shall serve as an ex officio member of the Executive Council. Elected members of the Executive Council shall serve for a period of three years, one third of their number retiring each year. Retiring members shall be eligible for immediate re-election. A quorum shall consist of five members of the Executive Council including at least two of the officers.

9. Should the office of President become vacant for any reason, the Vice-President shall become President for the remainder of the term. In the event of the office of Vice-President becoming vacant for any reason, The President shall appoint a member of the Executive Council to serve for the remainder of the term. Should the position of any member of the Executive Council become vacant for any reason, the President shall appoint a member of the Group to serve for the remainder of the term.

10. Chapters may choose to be associated with the international Group in one of the following ways:

National or regional chapters or special interest groups may be constituted as subsidiaries of the Group. As such, they share the Group's charitable status and registration number and are responsible for financial accounting in accordance with guidelines set down by the Treasurer from time to time. Subscription fees for such subsidiaries shall be in accordance with those for Chapter members. Officers of the Executive Council, and Honorary Technical Consultants are ex officio members of all such chapters and groups. The Group shall not be held responsible for financial commitments of the subsidiary which have not been previously agreed to in writing by the President or Treasurer of the Group. As a chapter member, all subsidiary members are also members of the Group and enjoy benefits of membership. Such chapters may identify themselves as a 'Subsidiary Chapter of the International SGML Users' Group'.
Separately constituted national or regional chapters and special interest groups may be set up from time to time. Officers of the Executive Council, and Honorary Technical Consultants are ex officio members of all such chapters and groups.
Such groups may choose to take a Chapter membership. As a chapter member, all of the chapter's members are also members of the Group and enjoy benefits of membership. Such chapters may identify themselves as an 'Affiliate Chapter of the International SGML Users' Group'.
Existing groups may choose not to have a Chapter membership. The organizer of any such chapter or group must be a member of the International SGML Users' Group and the constituent members of the said chapter or group need not necessarily be members of the main Group, but would not then enjoy any benefits. Such chapters may identify themselves as a 'Chapter of the International SGML Users' Group'.

11. Managers of working groups may be appointed by the Executive Council from time to time. Officers of the Executive Council, Honorary Technical Consultants, and the principal Editor of the Bulletin are ex officio members of all such working groups. The proceedings of all working groups must be reported back fully and promptly to the Executive Council. Whereas the manager of any such working group must be a member of the SGML Users' Group, the constituent members of the working group need not necessarily be members of the main Group, in which case they should be members of a separately constituted national or regional chapter or special interest group.

12. Elections to the Executive Council shall be conducted in secret by postal ballot. An election officer and two other members forming a nominating committee shall be appointed by the Executive Council to propose candidates to fill vacancies. The committee shall nominate at least one member to fill each vacancy. In addition, any member may be nominated by signing a petition, indicating willingness to serve, if elected, countersigned by two other members in good standing, such petition to be received by the election officer not less than four weeks prior to the election. A ballot form shall be despatched to every member six weeks before the votes are to be counted. Ballot forms shall be opened by the election officer in the presence of another member of the nominating committee or an officer and the result published in the Newsletter. The person receiving the most votes for any vacancy is deemed to have been elected. This applies mutatis mutandis in the case of multiple vacancies. The requirement for a secret ballot may be waived by the President for an election where there is only one candidate for a vacancy. The term of office for elected officers and members of the Executive Council shall normally commence on the first day of January.

13. This constitution may be amended by postal ballot. A ballot form shall be despatched to every member six weeks before votes are to be counted. Such amendments must be approved by three quarters of the members voting. Ballot forms shall be opened by the election officer in the presence of an officer and the result published in the Newsletter. A proviso is that no amendment shall be made to clause 2, clause 18, or this clause until the approval in writing of the Charity Commissioners or other authority having charitable jurisdiction shall have been obtained and no amendment shall be made which would have the effect of causing the Group to cease to be a charity at law.

14. The President shall have the power to call a meeting of the Executive Council. All officers and members of the Executive Council are eligible to vote. A motion is approved when a majority of those voting is in favour. In the event of a tie, the President shall have a casting vote.

15. An annual general meeting of members of the Group shall usually be held in conjunction with an annual conference.

16. The Treasurer shall submit the balance sheet and income and expenditure account of the Group, duly audited, at the annual general meeting.

17. The income and property of the Group shall be applied solely towards the promotion and object of the Group, as set forth in this constitution, and no portion thereof shall be paid or transferred directly or indirectly by way of dividend, bonus, or otherwise by way of profits to members of the Group.

18. If upon winding up or dissolution of the Group there remains, after the satisfaction of all its debts and liabilities, any property whatsoever, the same shall not be paid to or distributed among the members of the Group. but shall be given or transferred to some other charitable institution or institutions having objects similar to the object of the Group, and which shall prohibit the distribution of its or their income and property among its or their members to the extent at least as great as is imposed on the Group under or by virtue of clause 17 hereof, such institution or institutions to be determined by the members of the Group before the time of dissolution, and if and so far as effect cannot be given to such provision, then to some other charitable object.