Chicago Software Process Improvement NFP Organizational By Laws

Introduction

Chicago Software Process Improvement Network NFP (also known and named in this document as C-SPIN and the C-SPIN) was established on June 30, 1994. Since its establishment the C-SPIN has grown to support approximately 1200 members from over 150 companies in the Chicago area. Its membership is composed of software professionals with a high interest in process improvement.  The C-SPIN delivers programs to its membership on a variety of software quality and related topics intended to inform, educate, train, and share lessons learned. The C-SPIN holds its meetings in various locations in the Chicago area. 


This document contains the mission, By Laws and other specific information on the C-SPIN. The C-SPIN website can be found at http://www.c-spin.net/.


C-SPIN is loosely tied to the Software Engineering Institute (SEI), a federally funded research and development center sponsored by the U.S. Department of Defense through the Office of the Under Secretary of Defense for Acquisition, Technology, and Logistics. The SEI's core purpose is to help others make measured improvements in their software engineering capabilities.  For more information on the SEI and on various SPINs please, see the SEI website at http://www.sei.cmu.edu/sei-home.html.


Mission

The C-SPIN is a leadership forum for the free and open exchange of software process improvement experiences and practical ideas. We promote achieving higher levels of process maturity, software quality and mutual respect. Our goals are to enhance skills and support technology transition through an active program of networking, speakers, forums, publications, recognition of excellence, and mutual support.


Objectives

In carrying out its mission, the C-SPIN intends to accomplish the following objectives in a measurable way:


Organization

The C-SPIN is organized as The Board and regular non-Committee membership. The Board members take roles as officers and/or as chairs of C-SPIN standing Committees. Since no fees are collected to operate the C-SPIN, there is no remuneration for services for any of the positions/roles in running the C-SPIN.


The C-SPIN will maintain a general membership that has no voting rights. It is C-SPIN’s purpose to provide the value added services as identified in the Mission and Objectives sections. The Board will use periodic surveys to determine how well this is being achieved.

Board

Has final decision authority; set direction; coordinate all Committees; governance.


The Board consists of those C-SPIN participants who have committed to actively take on the roles and responsibilities of the various functions necessary to run the C-SPIN. The Board operates as a consensus based decision-making team. The Board is comprised of the Chair person of each respective C-SPIN Standing Committee. The specific Standing Committee chairs will act without oversight from The Board unless directed by The Board or requested from the Standing Committee chair. Each Standing Committee chair may deem it necessary to ask for help for the Committee tasks. That help may come from various entities, including, but not limited to, other Board members and individuals from the general membership.


Board Positions:

Chair

Chairs C-SPIN programs and chairs C-SPIN Board meeting, sets agenda, ensures all other Standing Committees are on track/task; Helps establish future direction of the C-SPIN


Vice-Chair

Serves as Chair Person when Chair Person is unavailable. Assists the Chair Person as required and requested. May serve as chair to another Standing Committee.


Secretary

Official note keeper and scribe of the C-SPIN. Responsible for publishing agendas prior to C-SPIN programs and Board meetings, publishing meeting minutes and outcomes after the meeting, and taking, counting, recording, and announcing votes especially when e-mail and/or telephone polling is done. Works closely with and/or chairs the Publication Committee.


Treasurer

Establishes and tracks funds and budgets. Responsible for all monetary related issues and concerns with regards to the functioning of the C-SPIN. Chairs the Finance Committee.


Standing Committee Chairs


The Board can, at any time, form ad hoc Committees for those tasks that are not covered by Standing Committees.

General Participants

Participation in the C-SPIN is open without discrimination to all individuals, companies, academic institutions, and government organizations that are interested in furthering the objectives of the C-SPIN.


Role Assignments and Terms

Any C-SPIN participant may petition The Board to become a Board member. The Board approves appointment of all Board members at Board meetings by a two-thirds (2/3) majority vote of the participants in the vote. At least fifty (50) percent of the C-SPIN Board must participate in the vote for the vote to be valid. The Board elects Board members to specific roles.


The Board will meet quarterly and as needed in whatever format The Board determines (i.e., in person, teleconference). Items brought to The Board are discussed and if needed, distributed by the Secretary or designate for an e-mail vote. Once an e-mail vote is called, the e-mail vote must be received within the period specified by The Board. The Secretary or designated substitute will report the results of the vote within one week after the voting is closed. A simple majority of the voting Board members is required for the motion pass.


The Board will review the role assignments annually.


Participant Fees

Any fees for meetings or special events are determined by The Board. If participant fees are required for any C-SPIN sponsored event, The Board will determine the appropriate participant fees.


Compensation Policy

No regular compensation of any entity is allowed by Chicago Software Process Improvement Network NFP.  


One time payments may be made for Speakers or other educational purposes and will be approved in advance in writing between the Program Chair and the Treasurer.  


One time payments may be made for Facilities, Food or related expenses as approved in advance in writing decision between Facilities Chair and the Treasurer.


Programs

C-SPIN programs will normally take place during the first week of each month at a place determined by the Facilities Standing Committee. No programs are presented in December, July or August. All programs will be posted on the C-SPIN website.


By Laws Revisions

By Laws revisions are approved at Board meetings by a two-thirds (2/3) majority vote of the participants in the vote. At least fifty (50) percent of the C-SPIN Board must participate in the vote for the vote to be valid.

Dissolution of C-SPIN


The Board may decide to dissolve the C-SPIN organization. This decision must be approved by a two-thirds majority of all Board members. If no vote or an abstention vote is received by the end of the voting period, it will be counted towards the majority. 

 

If The Board decides to dissolve, a communication will be made to the general C-SPIN membership at least 90 days before any final action is taken. If The Board chooses to dissolve the C-SPIN, the following steps shall be performed prior to the final dissolution:

●      Members of The Board, under The Board Chair’s direction, shall cancel any open reservations and orders made in C-SPIN’s name.

●      Members of The Board, under the Treasurer’s direction, shall investigate current regulations for terminating an organization with C-SPIN’s then-current Not-For-Profit and Tax Exempt status.

●      Members of The Board, under The Board Chair’s direction, shall ensure that the requirements of those regulations have been met.

●      The Treasurer shall notify the Secretary of State’s office and the Internal Revenue service as required by then-current regulations.

●      The Treasurer shall pay any and all remaining obligations of the C-SPIN.

●      The Board shall direct the Treasurer to donate any remaining funds to one or more Not-For-Profit organizations or to one or more local, state, or federal governments.

●      The Treasurer shall close all remaining financial accounts under C-SPIN’s name, allowing adequate time for all checks to clear.

●      The Treasurer shall make any remaining tax filings.




Conflict of Interest Policy

Policy on Conflicts of Interest
and Disclosure of Certain Interests

This conflict of interest policy is designed to help directors, officers, and employees of the Chicago Software Process Improvement NFP identify situations that present potential conflicts of interest and to provide Chicago Software Process Improvement NFP with a procedure that, if observed, will allow a transaction to be treated as valid and binding even though a director, officer, or employee has or may have a conflict of interest with respect to the transaction. In the event there is an inconsistency between the requirements and procedures prescribed herein and those in federal or state law, the law shall control. All capitalized terms are defined in Part 2 of this policy.

1. Conflict of Interest Defined. For purposes of this policy, the following circumstances shall be deemed to create Conflicts of Interest:

A. Outside Interests.

(i) A Contract or Transaction between Chicago Software Process Improvement NFP and a Responsible Person or Family Member.

(ii) A Contract or Transaction between Chicago Software Process Improvement NFP and an entity in which a Responsible Person or Family Member has a Material Financial Interest or of which such person is a director, officer, agent, partner, associate, trustee, personal representative, receiver, guardian, custodian, conservator, or other legal representative.

B. Outside Activities.

(i) A Responsible Person competing with Chicago Software Process Improvement NFP in the rendering of services or in any other Contract or Transaction with a third party.

(ii) A Responsible Person’s having a Material Financial Interest in; or serving as a director, officer, employee, agent, partner, associate, trustee, personal representative, receiver, guardian, custodian, conservator, or other legal representative of, or consultant to; an entity or individual that competes with Chicago Software Process Improvement NFP in the provision of services or in any other Contract or Transaction with a third party.

C. Gifts, Gratuities and Entertainment. A Responsible Person accepting gifts, entertainment, or other favors from any individual or entity that:

(i) does or is seeking to do business with, or is a competitor of Chicago Software Process Improvement NFP; or

(ii) has received, is receiving, or is seeking to receive a loan or grant, or to secure other financial commitments from Chicago Software Process Improvement NFP;

(iii) is a charitable organization;

under circumstances where it might be inferred that such action was intended to influence or possibly would influence the Responsible Person in the performance of his or her duties. This does not preclude the acceptance of items of nominal or insignificant value or entertainment of nominal or insignificant value that are not related to any particular transaction or activity of Chicago Software Process Improvement NFP.

2. Definitions.

A. A Conflict of Interest is any circumstance described in Part 1 of this Policy.

B. A Responsible Person is any person serving as an officer, employee, or member of the board of directors of Chicago Software Process Improvement NFP.

C. A Family Member is a spouse, domestic partner, parent, child, or spouse of a child, brother, sister, or spouse of a brother or sister, of a Responsible Person.

D. A Material Financial Interest in an entity is a financial interest of any kind that, in view of all the circumstances, is substantial enough that it would, or reasonably could, affect a Responsible Person’s or Family Member’s judgment with respect to transactions to which the entity is a party. This includes all forms of compensation. (The board may wish to establish an amount that it would consider to be a “material financial interest.”)

E. A Contract or Transaction is any agreement or relationship involving the sale or purchase of goods, services, or rights of any kind, the providing or receipt of a loan or grant, the establishment of any other type of pecuniary relationship, or review of a charitable organization by Chicago Software Process Improvement NFP. The making of a gift to Chicago Software Process Improvement NFP is not a Contract or Transaction.

3. Procedures.

A. Before board or committee action on a Contract or Transaction involving a Conflict of Interest, a director or committee member having a Conflict of Interest and who is in attendance at the meeting shall disclose all facts material to the Conflict of Interest. Such disclosure shall be reflected in the minutes of the meeting.

B. A director or committee member who plans not to attend a meeting at which he or she has reason to believe that the board or committee will act on a matter in which the person has a Conflict of Interest shall disclose to the chair of the meeting all facts material to the Conflict of Interest. The chair shall report the disclosure at the meeting and the disclosure shall be reflected in the minutes of the meeting.

C. A person who has a Conflict of Interest shall not participate in or be permitted to hear the board’s or committee’s discussion of the matter except to disclose material facts and to respond to questions. Such person shall not attempt to exert his or her personal influence with respect to the matter, either at or outside the meeting.

D. A person who has a Conflict of Interest with respect to a Contract or Transaction that will be voted on at a meeting shall not be counted in determining the presence of a quorum for purposes of the vote. The person having a conflict of interest may not vote on the Contract or Transaction and shall not be present in the meeting room when the vote is taken, unless the vote is by secret ballot. Such person’s ineligibility to vote shall be reflected in the minutes of the meeting. For purposes of this paragraph, a member of the board of directors of Chicago Software Process Improvement NFP has a Conflict of Interest when he or she stands for election as an officer or for re-election as a member of the board of directors.

  1. Responsible Persons who are not members of the board of directors of Chicago Software Process Improvement NFP, or who have a Conflict of Interest with respect to a Contract or Transaction that is not the subject of board or committee action, shall disclose to the Chair or the Chair’s designee any Conflict of Interest that such Responsible Person has with respect to a Contract or Transaction. Such disclosure shall be made as soon as the Conflict of Interest is known to the Responsible Person. The Responsible Person shall refrain from any action that may affect Chicago Software Process Improvement NFP participation in such Contract or Transaction.

In the event it is not entirely clear that a Conflict of Interest exists, the individual with the potential conflict shall disclose the circumstances to the Chair or the Chair’s designee, who shall determine whether there exists a Conflict of Interest that is subject to this policy.

4. Confidentiality. Each Responsible Person shall exercise care not to disclose confidential information acquired in connection with such status or information the disclosure of which might be adverse to the interests of Chicago Software Process Improvement NFP. Furthermore, a Responsible Person shall not disclose or use information relating to the business of Chicago Software Process Improvement NFP for the personal profit or advantage of the Responsible Person or a Family Member.

5. Review of Policy.

A. Each new Responsible Person shall be required to review a copy of this Policy and to acknowledge in writing that he or she has done so.

B. Each Responsible Person shall annually complete a disclosure form identifying any relationships, positions, or circumstances in which the Responsible Person is involved that he or she believes could contribute to a Conflict of Interest arising. Such relationships, positions, or circumstances might include service as a director of or consultant to a not-for-profit organization, or ownership of a business that might provide goods or services to Chicago Software Process Improvement NFP. Any such information regarding business interests of a Responsible Person or a Family Member shall be treated as confidential and shall generally be made available only to the Chair, the Executive Director, and any committee appointed to address Conflicts of Interest, except to the extent additional disclosure is necessary in connection with the implementation of this Policy.

  1. This policy shall be reviewed annually by each member of the board of directors. Any changes to the policy shall be communicated immediately to all Responsible Persons.

Chicago Software Process Improvement NFP

Conflict of Interest Information Form

Name: Date:

Please describe below any relationships, positions, or circumstances in which you are involved that you believe could contribute to a Conflict of Interest (as defined in Chicago Software Process Improvement NFP Policy on Conflicts of Interest) arising.

I hereby certify that the information set forth above is true and complete to the best of my knowledge. I have reviewed, and agree to abide by, the Policy of Conflict of Interest of Chicago Software Process Improvement NFP that is currently in effect.

Signature: Date:


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