On Monday, July 4, 2022 at 8:07:42 PM UTC-4, ed de moel wrote:
On "hardhats" there's been some discussion about future standards development, and how the committee should be organized. As a starting point, I'd like to offer the bylaws of the "old" MDC (which is broadly considered to be disbanded by now).
As an aside: these bylaws were written in the age of paper communication and in-person meetings, so, of course, they would need some reworking for a new committee.
And, oh yes: membership in that committee was by "institution", not by "person", which is something that might require some thought...
Nevertheless, here goes:
CONSTITUTION
OF THE
MUMPS DEVELOPMENT COMMITTEE
as of June 4, 1995
Table of Contents
1 Name 2
2 Purpose 2
3 Membership 2
4 Officers 5
5 Rules for Election of Officers 6
6 Meetings 7
7 Committee Organization 8
8 Parliamentary Authority 10
9 Voting 11
10 Publications and Publication Policy 12
11 Records and Minutes 12
Item 1 Name
This organization shall be called the MUMPS Development Committee (MDC).
Item 2 Purpose
2.1 The MDC is an informal and voluntary organization of interested individuals, supported by their institutions, who contribute their efforts and resources to the end of developing a computer programming language, based upon dialects of the MUMPS
language, which meets the requirements of a wide range of applications. The results of MDC activities will be in the public domain with the intent of promoting MUMPS language commonality and compatibility among computers.
2.2 An objective of the MDC is to make possible compatible, uniform MUMPS source programs and execution results with continued reduction in the number of changes necessary for conversion or interchange of source programs and data. A further objective
of this organization is to serve the interest of computer users by:
a. encouraging and contributing to the further development of MUMPS,
b. promoting the acceptance of MDC developments,
c. providing a forum for the exchange and dissemination of ideas and knowledge relating to MUMPS,
d. stimulating new ideas in MUMPS and fostering their development, and
e. other appropriate means.
Item 3 Membership
3.1 Definitions
a. Institution - An autonomous organizational entity which provides one's principal place of employment or study
b. Vendor - An institution which effects changes to a MUMPS language implementation for the primary purpose of providing a product or service to others (a voting member)
c. User - An institution which actively programs in the MUMPS language, primarily for the purpose of solving application problems (a voting member)
d. Special Interest - An institution which neither implements nor actively programs in the language, but otherwise uses preprogrammed modules or has other special interests in the development or implementation of the language (a nonvoting member)
e. Sponsoring User Organization - An organization of two or more user institutions (see Item 3.1 c.) which chooses to sponsor a single individual from its membership to represent the organization as a user institution (a voting member)
f. MUMPS Development Coordinating Committee (MDCC) - A national or supranational organization that is interested in furthering the objectives of the MDC as stated in the constitution. The MDCC sponsors a single individual from its membership to
represent that organization at MDC meetings (voting member).
3.2 Membership in the MDC is institutional in nature and resides in an institution rather than an individual. Membership is based upon a sponsoring institution's expressed support of MDC objectives. An institution may have only one membership.
Participants from a member institution are designated by that institution as either "representative" or "alternate", there being only one representative. Although any reasonable number of alternates is permitted, it is the responsibility of the member
institution to maintain continuity of representation. The institution that a person represents (institutional affliation), which is declared at the beginning of a meeting, cannot be modified for the duration of that meeting.
3.2.1 A sponsoring user organization may have only one membership. The organization must hold at least one annual meeting and conduct an election to establish its single representative and any alternates. It must also provide a yearly credentials
letter naming the elected individuals.
3.2.2 Individuals elected to represent a sponsoring user organization and any alternates must also be able to qualify for voting privileges as representatives of their own institutions; however, they cannot represent both their own institutions and a
sponsoring user organization at the same meeting. Representatives and any alternates of sponsoring user organizations must declare which institution they are representing at the beginning of each meeting.
3.2.3 Any attendance by an elected representative is counted toward establishing and maintaining membership and voting privileges for both his own institution and sponsoring user organization.
3.2.4 If an individual representing a voting institution leaves the institution and is employed by or studies under the auspices of another institution that is eligible but not currently a voting member of the MDC, the MDC may waive the prerequisite
meeting(s).
3.2.5 An organization wishing to be recognized as an MDCC by the MDC must meet certain criteria, inform the MDC, through the Secretariat, of their request and provide the MDC with certain information.
a. To be considered as a candidate for recognition as a MDCC, the organization must have an interest in the MUMPS language, support the objectives of the MDC, have open meetings that can be attended by any interested party, have minutes of the meetings
available to the general public on request, have the dates of all regular meetings published in advance and available to the general public. The MDC, via the Secretariat, must also be notified in advance of any meetings and receive a copy of the minutes (
and English translation if not in English). There can be only one designated MDCC per country or international area. In the event of a conflict the final decision to recognize or not recognize a candidate organization will be reserved by the MDC.
b. They must be an organization with a founding date (or first official meeting date), by-laws, and duly oppointed officers. The MDC must be informed of ways of contacting the organization, including but not limited to, the organizations' mailing
address, phone number and, if available, FAX number. The officers must be identified and a copy of the by-laws (and English translation if not in English) must be presented to the MDC. The by-laws must contain the procedure used for designating office
holders. Whenever the by-laws are modified, the MDC must receive an updated copy (and translation).
c. Every January, the presiding officer of the organization must notify the MDC, on official letterhead, who is their designated representative to the MDC. The MDC must be informed in writing, on organizational letterhead, of any subsequent changes to
the designated representative before that person can represent the MDCC at a MDC meeting.
d. For purposes of voting requirements, at the request of the designated representative of a recognized MDCC and with approval of the MDC, recent MDCC attendance by a member of the MDCC may be substituted for attendance at recent MDC meetings to
achieve voting privileges at a particular meeting. Such privileges in no way affect quorum requirements for MDC meetings.
3.3 At the time of the adoption of this constitution, MDC member institutions which have previously obtained membership in accordance with the provisions of MDC/4 Revised, dated 3/13/73 and subsequent revisions will have their attendance recalculated
at the next meeting following ratification.
Anyone with membership pending before the MDC at the time of the ratification of this provision will be considered to have applied as of the date of ratification and will be credited with attending five meetings.
Any other institution committed to using or implementing the MUMPS programming language may apply to become a member of the MDC. The process for becoming a member is as follows:
a. The applicant institution must make a written statement of its intent to apply for membership to the MDC chair.
b. The MDC Chair will notify the MDC membership of the applicant's intention.
c. Upon receipt of the letter of intent, the applicant institution will be credited with attending the last 4 meetings.
d. At the beginning of the meeting that the applicant's attendance exceeds 2/3 of the past 8 meetings, membership will be granted or denied based upon a vote of the voting MDC members in attendance. Voting privileges will start immediately.
e. Any institution whose application for membership is denied may appeal the decision to the Membership Committee, consisting of the elected officers of the MUMPS Development Committee and the MUMPS Users' Group.
f. If the applicant's attendance drops below 1/3 of the past 8 meetings before a vote can be taken, its application for membership will be revoked.
g. At any time, a member institution may notify, in writing, of its intent to relinquish its membership. Once an institution has voluntarily relinquished its membership, it is not eligible to be reconsidered for membership until such time as it would
have normally lost membership due to lack of attendance, or it has had a representative in attendance for six out of the last eight meetings. In other words, an institution cannot use this method to regain voting privileges.
3.4 All voting institutions must maintain a specific attendance record in order to retain voting privileges. The Secretary will maintain attendance records and notify a voting institution when an absence from the next regular meeting will result in its
attendance falling below two-thirds of the last eight meeting. Failure to attend the next meeting subsequent to such notice will result in the loss of that institution's voting privileges.
3.4.1 A representative or alternate of a voting institution can maintain his own attendance record for purposes of establishing potential immediate voting privileges for any institution he may later join, with the provision that the new institution
meets the requirements of a voting member.
Attendance at a meeting shall be construed as signing the attendance forms at each of the actual meetings. The MDC has the discretion to enter a person as having attended a meeting provided he has been present for a substantial proportion of the
meeting.
3.5 Voting privileges are automatically reinstated upon achieving attendance requirements of two-thirds of the last eight meetings. However, if the institution's attendance drops below one-third of the last eight meetings, it will result in loss of
membership.
3.6 In the event of unavoidable absences not under control of a voting member institution, the Chairman should be informed of the circumstances of the absence, which he may use to excuse the absence. An excused absence has no effect whatsoever on a
member's voting privileges.
3.7 Guests are permitted upon approval by the Chairman. The guest should be informed by the representative that attendance does not include speaking privileges unless the guest is called upon by the presiding officer.
3.8 Dues
3.8.1 All Member institutions are required to pay yearly dues which will be established by the MDC and will be subject to change only by a 2/3 vote of the voting MDC membership. These funds will be paid to the MUMPS Users' Group or other repository as
designated by the MDC. All fees are due and payable at the beginning of each year or at the time the institution is accorded membership. Dues are for a calendar year and are not prorated.
3.8.2 The secretary will notify all delinquent members before the last meeting of each calendar year. Any dues outstanding at the end of the calendar year will cause automatic suspension of voting privileges for that institution. Voting membership will
be reinstated upon the payment of all past dues if the member is otherwise in good standing.
3.8.3 The dues requirement may be waived for those institutions where it would create a hardship. Any members institution requesting a waiver should send a written request to the Secretary of the MDC at least two weeks before a regularly scheduled
meeting. A two-thirds vote of the member institutions is required to waive dues.
Item 4 Officers
4.1 Officers of the MDC shall consist of a Chairman, a Vice-Chairman, and a Secretary.
4.2 The Chairman and Vice-Chairman are elected individuals; the Secretary is appointed. Titles rest with the individuals rather than with the sponsoring institutions.
4.3 At the first regularly scheduled meeting of the year, the then current membership elects a Chairman and Vice-Chairman in accordance with the provisions of Item 5 below.
4.4 The Chairman appoints a Secretary.
4.5 The Chairman of the MDC is an ex officio member of each subcommittee (see Item 7.1 below). As such, he has the rights of other members of the subcommittee but not the obligation to attend every meeting, and is not counted in a quorum, although he
can vote.
4.6 Duties
4.6.1 The duties of the Chairman include:
a. calling and presiding at meetings of the MDC,
b. appointing officers for all MDC ad hoc committees and subcommittees,
c. assigning duties as necessary to advance the work of his Committee, and d. preparing agenda of meetings.
4.6.2 The duties of the Vice-Chairman include:
a. presiding at meetings in the absence of the Chairman,
b. assuming the duties of the Chairman in the event of the Chairman's resignation or incapacity,
c. organizing the program for meetings in accordance with the agenda prepared by the Chairman, and
d. arranging for meeting facilities.
4.6.3 The duties of the Secretary include:
a. maintaining the roster of Committee membership,
b. keeping minutes of business meetings of the Committee,
c. maintaining records and correspondence of the Committee, and
d. notifying members of the time, place, and agenda of meetings.
4.6.4 The officers of the MDC (Chairman, Vice-Chairman, & Secretary) shall be responsible for managing any funds the MDC may generate or have at its disposal.
4.6.4.1 All funds will be handled through a tax exempt organization which will provide all necessary legal and accounting functions.
4.6.4.2 Funds over $250 would only be disbursed by written authorization of at least two of the officers of the MDC.
4.6.4.3 The chairman will propose a yearly budget for acceptance by the MDC.
4.6.4.4 There will be a treasurers report at each meeting to tell the status of the MDC's funds. This treasurer's report will be included in the mailing.
4.7 Any elected officer may be removed for cause by a three-fourths vote of the membership.
Item 5 Rules for Election of Officers
5.1 General
a. Voting shall be conducted for each office at the time nominations for that office (Chairman or Vice-Chairman) are closed.
b. Election of officers shall be by a simple majority of the votes cast.
c. Term of office shall be as specified in the MDC Constitution, i.e., a period of one year.
d. No two elective officers shall be from the same institution.
5.2 Nominations
a. Any institution's representative and alternate(s) are eligible for nomination.
b. Any number of nominations for an office may be made by any voting institution's representative and alternate(s).
c. All nominations must be seconded. Any voting institution's representative and alternate(s) may second any number of nominations except those which he has made.
d. Any nominee may decline to accept his nomination.
e. A motion to close the nominations may be made at any time.
5.3 Voting
a. Voting shall be by secret ballot.
b. Counting and tabulation of ballots shall be conducted by the Election Committee (see Item 5.4 below).
c. Each voting institution may cast one vote during each ballot.
d. A runoff shall be held in the event that no candidate secures a simple majority on the first ballot. Criteria for elimination from subsequent balloting shall be:
1) all candidates with one or zero votes;
2) in any event, at least the one-third candidates having the least number of votes shall be dropped in each succeeding ballot (including those with one or zero votes);
3) in the event that, after three successive ballots, the vote remains evenly distributed among two or more candidates the ranking member of the Election Committee must cast a special (noninstitutional) vote to break the deadlock.
e. Abstentions will be treated as in Item 9.3 below, i.e., they will not count as votes.
f. For each ballot, each institution will be provided a ballot form and an envelope. One name only must be written on the ballot form. The ballot form will be sealed in the envelope by the institution's representative or, in his absence, by an
alternate who will then write the name of his institution on the envelope for institution identification purposes only.
5.4 Election Committee
a. The Election committee is an ad hoc committee operating under the provisions of Item 7.2 below. It shall consist of the Chairman, the Vice-Chairman, and one or more Subcommittee Chairs as necessary; in the event that an Election Committee member
accepts a nomination, he shall be excused from Committee so long as his name is under consideration.
b. It shall be the duty of the Election Committee to count and tabulate the institutional votes cast.
c. In the event that a runoff is necessary, it shall be conducted in accordance with Item 5.3 d above.
Item 6 Meetings
6.1 Meetings, including subcommittee meetings, are announced in the published Committee minutes. When possible, three or four meetings are scheduled in advance by the Chairman. The following definitions are to be used:
meeting The period of time between opening and adjournment of the full MDC.
session The typically three to four day period during which one or more MDC meetings, and SubCommittee and Task Group meetings take place.
6.2 A quorum shall consist of 50% of the voting members in good standing. Once a quorum is established it will remain established for the duration of the meeting.
6.3 Multiple meetings that occur with a lapse of fewer than seven days between consecutive meetings shall count as a single meeting for the purpose of determining attendance. Lack of attendance at all of the meetings will count as one absence.
Attendance at any or all of the meetings will count as one attendance.
6.4 When special meetings (any meetings so designated in advance by the Chairman of the MDC) are called, all means will be used to insure as much notice of time, place, and purpose as possible. The following rules apply to special meetings:
a. For every special meeting, a notice will be mailed to each member in addition to any other communication media used.
b. At least a quorum of the membership must agree to hold the special meeting.
c. Absence from a special meeting does not affect a member's voting status. d. The written notice must include the meeting agenda.
Item 7 Committee Organization
7.1 The MDC may establish subcommittees.
7.1.1 Subcommittees are established by the MDC in order to accomplish specific tasks. Before establishing subcommittees, the MDC must approve a Name, Scope of Work and Schedule for the subcommittee. The Name, Scope of Work and Schedule for each
subcommittee must be re-approved by the MDC every two years.
7.1.2 The chairman of a subcommittee is appointed by the Chairman of the MDC. If the subcommittee chairman is not a member of the MDC, the MDC Chairman will appoint a liaison between the subcommittee and the Committee. The appointment of the
subcommittee chairmanship is for a period of two years, but the chair may be reappointed at the discretion of the Chairman of the MDC. A subcommittee chairman may be removed at any time by the MDC Chairman or by a two/thirds majority vote of the
subcommittee. If the subcommittee chairman is removed by the subcommittee, that subcommittee is adjourned until such time as the MDC Chairman can appoint a new chairman.
7.1.3 Membership in a subcommittee is either by individual or by institution. If membership is by institution, any institution that will sponsor a representative is eligible for membership, but no institution can have more than one voting
representative. If it is by individual, institutions may sponsor more than one representative and each representative may have a vote. It is the responsibility of the particular subcommittee to designate their choice in the subcommittee bylaws. Until
such time as the subcommittee can adopt bylaws, membership will be by institution. Membership in a subcommittee is through application to the appropriate subcommittee chairman. Any institution whose application is not approved may appeal the decision to
the MDC Chairman. It is also the responsibility of the subcommittee to determine attendance requirements for membership if it so desires.
7.1.4 Subcommittee members need not necessarily be members of the MDC, nor do they automatically become members of the Committee by virtue of their subcommittee membership.
7.1.5 The purpose and rules of operation of each of these subcommittees will be set forth in separate bylaws as required. Bylaws proposed by subcommittees are subject to review and approval by the MDC, prior to adoption. Changes to the bylaws are
effective with the Subcommittee passing the amendment by two-thirds vote of the membership present and voting, subject to the approval of the MDC. The amendments must be available to the membership at least two weeks before the vote is to be taken on
their acceptance. The following shall be included in the bylaws:
a: Name
b: Scope of Work
c: Schedule
d: Membership rules (institution/individual, attendance)
e: Additional rules of operation
7.1.6 Official minutes of all Subcommittee proceedings must be maintained. Such minutes must be circulated to the MDC members such that, at a minimum, the principal representative of each institution with MDC membership receives one copy.
7.1.7 Each Subcommittee report submitted to the MDC must be the result of a motion to that effect. In order for a subcommittee to forward a proposal to the MDC, an affirmative vote of two-thirds of the votes cast is required. An abstention is not
counted as a vote cast.
7.1.8 The subcommittee will be autonomous among the Subcommittees in its operations and deliberations and is the final technical authority in its assigned subject matter areas.
7.1.9 The Subcommittee reserves the right to either act upon or refer to an appropriate task group any proposal on its agenda.
7.1.10 Proposed changes to MUMPS specifications are introduced by written proposals that follow the guidelines in the current MDC working document(s) on proposal submission. A Subcommittee may expand on these guidelines by formally adopting their own
proposal submission working document. Anyone who has had a proposal rejected by reason of improper format may appeal to the MDC Chair.
7.2 The MDC or any Subcommittee may establish ad hoc committees, which will be know as task groups, in order to accomplish a specific task.
7.2.1 Before establishing a task group, the establishing body must approve a Scope of Work and Schedule for the task group. Included in this Schedule must be an expected dissolution date which may be less than, but not exceed two years.
7.2.2 The chairman of a task group is appointed by the Chairman of the establishing body. If the task group chairman is not a member of the establishing body, the Chairman of the establishing body will appoint a liaison between the task group and the
establishing body. The duration of the chairmanship will not exceed the duration of the task group.
7.2.3 Membership in a task group is by individual. Any institution that will sponsor a representative is eligible for membership. An institution may have more than one voting representative. Membership in a task group is through application to the
appropriate task group chairman. Any institution whose application is not approved may appeal the decision to the Chairman of the establishing body.
7.2.4 Task group members need not necessarily be members of the establishing body, nor do they automatically become members of the establishing body by virtue of their task group membership.
7.2.5 Supplementary task group rules may be adopted by task groups, subject to review and approval of these task group rules by the establishing body. Changes to the bylaws are effective with the task group passing the amendment by two-thirds vote of
the membership present and voting, the subject to the approval of the establishing body.
7.2.6 Official minutes of all task group proceedings must be maintained. Such minutes must be circulated to the establishing body members such that, at a minimum, the principal representative of each institution, in the case of institutional membership,
or each individual, in the case of individual membership, receives one copy.
7.2.7 When written correspondence is forwarded directly to the chairman of a task group from an activity outside the MUMPS Development Committee, such correspondence will be brought to the attention of the establishing body.
7.2.8 Each task group report submitted to the establishing body must be the result of a task group motion to that effect. In order for a task group to forward a proposal to the establishing body, an affirmative vote of two-thirds of the votes cast is
required. An abstention is not counted as a vote cast.
7.2.9 No official communication from the task group to any group external to the MUMPS Development Committee will be made without approval from the Chairman of the establishing body.
7.2.10 The establishing body will reject any task group proposal which contradicts prior direction from the establishing body. If, in its work, a task group finds that, for any reason, the original direction from the establishing body should be
reconsidered, the task group must notify the establishing body and request redirection.
7.2.11 The establishing body will review each task group's activity and future plans at least every twelve months.
7.2.12 Task groups may elect to create informal working groups. These groups may produce documents for consideration of the task group, but are not required to produce minutes or record votes. Nor is there a requirement for a group chairperson.
Item 8 Parliamentary Authority
8.1 On all matters not covered by this constitution or by formally accepted bylaws and standing documents, Robert's Rule of Order will govern. The particular version of Robert's Rules of Order will be the Scott, Foresman, Robert's Rules of Order, Newly
Revised, 1990, published by Scott, Foresman, Inc. of Glenview, Illinois."
8.2 Proposed amendments to the constitution must be distributed to the membership at least two weeks before the vote is to be taken on their acceptance. Changes to the constitution are effective with the MDC passing the amendment by a three-fourths
vote of the voting membership.
If the vote is held at a meeting and a quorum is present, but fewer than three-fourths of the voting membership are present, a vote will take place to determine the sentiment of the MDC. If a majority of the votes are in favor of the amendment, the
proposal will be eligible for a mail ballot to all voting members. The majority required to pass a constitutional amendment on this mail ballot will be three-fourths of the votes cast
8.3 The Committee may adopt bylaws.
8.4 At times it is desirable to operate informally in order to permit expression of opinion without commitment to formal motion by voting. To this end, any member may call for a straw vote or series of straw votes on any subject under consideration at
that time. Unless specifically requested to the contrary, straw votes are recorded; in either case, the members are not required in any way to vote formally the same way as they did on the straw vote. Recorded straw votes are used only for the purpose of
capturing the sentiment of the group. When a straw vote is recorded, the minutes will show the statement of the straw vote and an aggregate, numerical breakdown of the votes as taken by a show of hands.
Item 9 Voting
9.1 A roll call vote is a formal vote recorded by institutional or individual member. Each eligible voting member institution has one vote per roll call. All votes will be by roll call except:
a. straw votes which are by a show of hands
b. those that involve a choice of individuals or institutions, which must be by secret ballot,
c. any matter upon which unanimous consent is obtained by the chair, and
d. a purely routine administrative motion, such as that for adjournment, which is by a show of hands.
9.2 Voting by proxy is not permitted. In certain unusual cases, it may be necessary or desirable for the entire voting membership to vote by mail or other means, in which case the members in good standing will be the same as on the last day of the last
meeting.
9.3 In determining the results of voting, abstention is never counted as a vote. On those issues decided by a majority, majority is defined as more than one-half of the votes cast. Unless otherwise specified in this document, other issues pending
before the MDC or any Subcommittee or task group require a majority vote."
9.4 Voting privileges are defined to include:
a. actual casting of vote,
b. making motions, and
c. seconding motions.
A member institution not in good standing has no voting privileges. Every member institution may, however, participate in discussion and in straw votes.
9.5 Motions to accept proposals received from a subcommittee may be moved by the chairman or liaison member of that subcommittee, and require no second.
9.6 A proposal containing from one (1) to nine (9) pages that has not been available to the MDC membership for at least five (5) working days in advance of the meeting or a proposal containing ten (10) or more pages that has not been available to the
Committee membership for at least fifteen (15) working days prior to the meeting will be automatically tabled until no later than the next meeting, upon the request of any member with voting privileges. This rule will hereafter be referred to as the "
time limit rule". Discussion of the proposal may continue at the discretion of the Chairman.
9.7 Any representative shall have the privilege of changing his vote or abstaining within 24 hours after the vote is cast by notifying the Chairman or the Secretary.
9.8 Straw votes taken during normal Committee business are by institution (MDC members only) unless otherwise specified by the individual requesting the straw vote.
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