Bylaws of the LDraw Organization

Article 1: Name

How we are known, web presence

The name of this Organization shall be the LDraw Organization, also referred to as LDraw.org. The organization shall use the Internet domain ldraw.org for identity purposes, and has a website at the URL of http://www.ldraw.org.

Article 2: Purposes

The LDraw.org goals, charitable nature

Section 2.01: The LDraw.org Goals
The purposes of this Organization shall be:

1. maintain and distribute the core LDraw properties, the file format and parts library, as free and extendable resources for everyone’s benefit, in the spirit of James Jessiman; and
2. develop and maintain the LDraw format; and
3. foster communication among people interested in virtual LEGO® building, and
4. promote the virtual LEGO hobby through online resources, events, media exposure, literature, etc; and
5. support developers of new and innovative LDraw software; and
6. represent the interests of the LDraw/virtual LEGO builders’ community to The LEGO Company, LEGO fan organizations, clubs, educators, organizers of special events, the CAD industry, and the like; and
7. adapt and respond to other existing and potential future LEGO CAD formats, whether fan developed, existing CAD formats, or formats released by The LEGO Company.

Section 2.02 : Non Profit Nature and Charitable Purpose
LDraw.org is a non-profit organization.

The property of this Organization is irrevocably dedicated to charitable purposes and no part of the net income or assets of the Organization shall be used to benefit private persons.

Article 3: Individual Membership

Individual members, types and qualifications, non-discrimination

Section 3.01 : Classes of Membership
There shall be three classes of Individual Membership: Active, Fellow and Honorary. Where these bylaws refer to Individual Member without a distinguishing qualifier, the provision shall apply to all Individual Members, including Active, Fellow and Honorary.

Section 3.02: Acceptance Procedures for Individual Membership
The procedure and application for accepting all new classes of membership shall be determined by the Steering Committee or sub-committee and recorded in the LDraw.org Policies and Procedures document.

Section 3.03: Active Membership
Active Membership may be granted to applicants:

1. Who are natural persons (individual humans, not corporations or other entities); and
2. Who are of the age of majority in their country (18 in the USA); and
3. Who positively affirm the LDraw.org goals; and
4. Who fulfill one of the following requirements for identity verification as specified in the Policies and Procedures document.

Active Members shall be entitled to one vote on all matters placed before the Active Membership. The Steering Committee may place business before the Active Members and hold a vote by ballot, in accordance with the provisions in these Bylaws.

Section 3.04: Fellow Membership
Any Active Member who has pre-eminently distinguished him or herself in LEGO CAD shall be eligible for Fellow Membership.

An Active Member must be nominated for Fellow member status by at least three members of the Active Membership. The Steering Committee will then consider the nomination and decide whether or not to present it to the Active Membership for a vote. If it is put to a vote, the status will be bestowed by the affirmative vote of a simple majority of the Active Membership. This status shall not be bestowed on any Active Member until at least 1 year after the date of adoption of these bylaws.

Fellow Members have all rights and responsibilities of active members except shall be exempt from any dues and assessments.

Section 3.05: Honorary Membership
Any non-LDraw.org member who has rendered meritorious services in one of LDraw.org designated areas of interest shall be eligible for Honorary Membership. Honorary members are entitled to all rights and privileges of LDraw.org except the right to vote or to hold office.

An Honorary Member must be nominated for Honorary member status by at least three members of the Active Membership or Steering Committee. This status will then be bestowed by the affirmative vote of a simple majority of the Active Membership. The Steering Committee shall have the power to veto the Active Membership’s affirmation vote. The Active Membership shall not bestow such status on any individual until at least 1 year after the date of adoption of these bylaws.

Section 3.06: Termination or Suspension of Individual Membership
An Individual Member may terminate his or her membership voluntarily (see procedure for this in the Policies and Procedures document). All rights, privileges, and interests of such member shall cease on resignation from the Membership. Resignations shall be effective upon fulfillment of all obligations to the date of withdrawal. Members may request their personal information be deleted from LDraw.org records upon resignation or termination for privacy reasons.

An Individual Member may be suspended or terminated for due cause. Sufficient cause for such suspension or termination of Membership shall be any of the following:

1. violation of the provisions of these Bylaws or any lawful rule or practice duly adopted by LDraw.org; or
2. nonpayment of dues or other financial obligations; or
3. Willful misrepresentation or falsification of any material statement of fact; or
4. Any other conduct prejudicial to the interests of the LDraw.org, as so identified by the Steering Committee.

The Steering Committee will determine the procedures to be followed for suspension and termination. A former member so suspended or terminated may be reinstated by resolution of the Steering Committee. Particulars will be found in the Policies and Procedures document.

Section 3.07: Individual Membership Policy
It is the policy of LDraw.org not to discriminate in its qualifications for membership against any person by reason of his or her sex, race, religion, creed, sexual orientation, or other physical condition, or national origin.

Article 4 : Dues

Dues, the levy and payment thereof

Section 4.01: Fees Levied Against the Membership Classes
Any fees levied against any or all classes of membership, including changes in annual dues, shall be proposed by the Steering Committee and presented to the membership classes affected.

1. For changes to annual dues the Steering Committee shall present the proposal for a 30 day public discussion period.
2. For all other fees, not including changes to annual dues, the Steering Committee shall present the proposal for public discussion as soon as the Steering Committee is aware of the need for a fee. In any case, the public discussion period shall not be less than 12 days.

At the conclusion of the public discussion period, all eligible members of the affected membership classes who do not wish to abstain shall vote on the ratification of the fee proposal. A measure shall pass by a simple majority of votes cast in a poll.

Section 4.02: Suspension of Membership
Any Individual Member behind in dues, after two dues notices having been sent, shall have his or her membership susupended 90 days after the date of the second notice. Records, electronic or otherwise, covering suspended members shall be kept on file in case the member seeks reinstatement in the future.

A Member may be reinstated upon payment of the annual dues in effect at the time of reinstatement. Notices sent to last known email address are deemed sufficient.

Article 5: Meetings of the Membership

LDraw.org is an electronic organization, the mailing list, and convention particulars

Section 5.01: Electronic Communication
LDraw.org is an electronic facilitated organization; and as such, physical meetings will not be required. Meetings of the LDraw.org Steering Committee, and other formed sub-committees, will be conducted via electronic mailing lists. A notice sent by electronic mail to a member’s last known email address shall be deemed sufficient.

Announcements and public records shall be made available on the LDraw.org web pages. The organization shall also ensure a system is in place to email notices to members upon request. What constitutes “sufficient notice” of announcements and public records can be found in the Policies and Procedures document.

Section 5.02: Physical Meetings
A physical meeting is defined as any meeting with the intent to carry out official LDraw.org business that is not conducted via electronic mailing lists. Since LDraw.org is an electronic organization, physical meetings are discouraged but the occasional need for these physical meetings is recognized.

The Steering Committee, LDraw.org Standards Committee, and members of a Special Interest Group may conduct a physical meeting but, due to the potential size, physical meetings or a physical quorum of the Active Membership are not recognized.

Physical meetings can be held in any form that all the participants agree to, and as long as there’s a permanent record of the discussion. The permanent record may in form of meeting minutes or a transcript of the meeting.

Section 5.03: Convention
An LDraw.org annual convention may be established by LDraw.org as membership numbers and interests deem possible and as the Steering Committee shall direct. In the interim, LDraw.org update meetings may be held at other LDraw.org related conventions or gatherings as convenient and as the Steering Committee shall direct.

Article 6: Steering Committee Members

Number of Officers, Election, Vacancy and Succession, Appointed Officers

Section 6.01: Number of Members and Term of Office

There shall be five (5) elected officers of LDraw.org. These five officers shall collectively be known as the Steering Committee Members, and shall collectively constitute the Steering Committee.

All Steering Committee Members shall have a term of office of (1) year.

Section 6.02: Eligibility for LEGO Company Employees
Because of potential conflicts of interest, employees of the LEGO Company, their subsidiaries and strategic partners shall be subject to a special set of requirements to be eligible for service on the Steering Committee.

Subsection 6.02(a) Full Public Disclosure
Upon nomination, the individual’s employment status shall be publicly declared. Employment by the LEGO Company does not preclude nomination, provided full and up front disclosure of status is given to the community through accepted channels (ie. common discussion groups, LDraw.org) where nominations are made.

All official public postings listing nominees, as well as the final ballot, shall attach a footnote or other clearly visible reference to the nominee’s name, indicating the person is employed by the LEGO Company. This reference shall list their title, and briefly describing the responsibilities and powers the position holds. The information page on the LDraw.org web site listing Steering Committee members once elected shall also include the aforementioned references.

Subsection 6.02(b) Accountability and Review Process
Employess of the LEGO Company elected to the Steering Committee shall be held to a different standard than Steering Committee members not employed by LEGO.

Should impropriety on the part of a LEGO employee serving on the Steering Committee be suspected, fellow members of the Steering Committee shall by no less than unanimous decision be authorized to conduct a review of said employee’s actions directly relating to LDraw.org business. The employee shall be given due process and the opportunity to defend his or her actions. If the review panel deems impropriety they may by no less than unanimous decision report their findings to the Membership via accepted channels. The Membership may then move to remove the officer in question using the removal provisions in Section 6.05.

Specific procedures relating to the Accountability and Review Processes shall be determined by the first elected Steering Committee, and documented in the Policies and Procedures document.

Section 6.03: Nomination and Election Process for Steering Committee Members
Steering Committee Members shall be democratically elected.

Elections shall be held annually, via electronic ballot.

All Steering Committee Members shall enter into the performance of their elected duties 30 days after the election and shall continue in office until their successors shall be duly elected and qualified, unless they resign, are removed, or are otherwise unable to fulfill the term.

Subsection 6.03(a) Nomination Process
Nominations for the 5 offices shall open no less than 2 months prior to the scheduled election of officers. Nominations must be made public on the electronic communication mechanism then in use by the Organization. A nomination shall consist of a name of the Individual Member and the affirmation of at least two Members (the Nominator and the Second). Optionally a supporting statement may be included.

Nominated individuals must accept their nomination in order to appear on the ballot. If the individual does not respond to the nomination publicly, on the electronic communication mechanism then in use by the Organization, it is assumed he or she declines nomination.Nominations for officers shall be deemed closed just prior to the commencement of the election process.

Subsection 6.03(b) Election Process
The officers of LDraw.org shall be elected annually on or before 1 March of the year.

The ballot shall be secret. The Steering Committee shall determine details of the balloting process and make them known to the Membership at least one week in advance of the election. Balloting process for the first Steering Committee shall be determined by the Ad-Hoc Organizing Committee and made known to the Membership at least one week in advance of the election.

Subsection 6.03(c) Votes Required
Steering Committee Members shall be elected by popular ballot. All Active Members in good standing as of the commencement of the election shall be eligible to vote. Each member can select up to 5 candidates on their ballot. The top 5 vote getters in the Steering Committee Member election shall be deemed to be elected. In the event of a tie in which it is not clear who the top 5 vote getters are, a runoff election shall be held for whatever number of committee members were not clearly elected, with the candidates restricted to those who tied for votes, and the number of selectable candidates shall be the number of tied positions. See the Policies and Procedures document for examples.

Subsection 6.03(d) Qualification Process
30 days after the election, the five newly elected Steering Committee Members shall be deemed to be qualified and as a group, shall now constitute the new Steering Committee, which shall supplant the old one.

Subsection 6.03(e) Assumption of Office
The outgoing Steering Committee shall give every aid and advice to the incoming Steering Committee during the transition period between election and assumption of office.

Section 6.04: Roles of Steering Committee Members
Once elected, the Steering Committee Members shall vote amongst themselves to determine a chairperson, secretary, and treasurer.

Subsection 6.04(a) Duties of the Chairperson
The Chairperson is the primary executive officer of the organization and shall preside at organization meetings, should such be held. The Chairperson shall be the representative of the Organization on any occasion when a person is required to act in that capacity. The Chairperson shall make appointments and removals of Appointed Officers as he or she sees fit.

The Chairperson may appoint a Vice Chairperson to preside in the chair’s absence. The Vice Chairperson is the natural successor to the office of Chairperson should the Chairperson vacate the position for any reason.

Subsection 6.04(b) Duties of the Secretary
The Secretary shall be responsible for compiling and publishing a quarterly report of Steering Committee activities and progress.

Subsection 6.04(c) Duties of the Treasurer
The Treasurer shall manage all financial transactions, and maintain a correct record of funds available, Organization debts outstanding, and Member debts to the Organization outstanding. The Treasurer shall report financial activity and status at all annual and monthly meetings. The Treasurer must supply the Secretary with the financial records for inclusion in the quarterly report.

Section 6.05: Removal of Officers from the Steering Committee
Officers may not be removed from the Steering Committee except for due cause. If an Officer is absent from three consecutive votes or a total of 5 votes in any calendar year for reasons that the Committee fails to declare sufficient, his or her resignation shall be deemed to have been tendered and accepted.

If serious, documented allegations of impropriety on behalf of a Steering Committee member are made, the Active Membership may move to hold a vote to remove the offending individual from office. A vote will be held once fifteen percent of the Active Membership have called for a vote. A Steering Committee member may be removed from office by a simple majority of the total Active Membership.

Any Officer that has been removed may not be re-elected by the Active Membership for a period of at least one year.

Section 6.06: Vacancy and Succession
If any of the Officers cannot fulfill his or her duties, resigns, is removed, or is otherwise unable to fulfill the term then a replacement shall be appointed by the remaining Steering Committee. This appointment shall have effect until the next scheduled election is held.

Section 6.07: Appointed Officers
The Steering Committee may appoint Additional Officers, as it deems necessary, with such authority and duties as it may designate, to serve at its pleasure, from among the Individual Members of LDraw.org. Such Additional Officers are not themselves members of the Steering Committee.

Additional Officers appointments must be approved by 3 of the 5 members of the Steering Committee.

Section 6.08: Appointed Key Positions Key Positions such as Parts Tracker Administrators, Content Managers, Help Desk or System Administrators are appointed by the Steering Committee from among the individual Members of LDraw.org. Appointments must be approved by 3 of the 5 members of the Steering Committee. Paying tribute to the fact that LDraw.org is a completely volunteer organization common courtesy is extended as a general rule and except for extenuating circumstances the Steering Committee shall get agreement from the active Key Positions about new appointments. The Steering Committee might delegate the appointment to the active Key Positions. It will also function as intermediary if members volunteer for a Key Position. There shall be at least three (3) appointed Key Positions for the most sensitive area: The LDraw Parts Tracker.


Section 6.09: Removal of Key Positions

Key Positions are accountable to the Steering Committee and might be removed if someone fails to fulfill his or her duties. Removals must be explicitly approved by 3 of the 5 members of the Steering Committee. The Steering Committee has the obligation to report to the active Membership the circumstances for the decision.


Section 6.10: Vacancy and Succession of Key Positions

If any of the Key Positions cannot fulfill his or her duties, resigns, or is otherwise unable to fulfill his or her duties, then a replacement shall be appointed by the Steering Committee. The Steering Committee shall consult the outgoing post about a succession. Consulting does not apply to Key Position removed by the Steering Committee. The Key Positions might appoint a successor in full autonomy in the situation that the Steering Committee takes no action.

Section 6.11: Reimbursement of Members
Steering Committee Members shall not receive any compensation for their services as Officers, but the Steering Committee may authorize reimbursement of expenses incurred by any member while representing or working to benefit LDraw.org provided such authorization is documented and published to the Membership using the electronic means of communication then in use. These expenses should, whenever practicable, be approved by the Steering Committee prior to a Member undergoing said expense. If the expense is not pre-approved, the Steering Committee may consider reimbursement but is not obligated to grant it. If such expenses are reoccurring the authorized prescribe procedures may be added to the LDraw.org Policies and Procedures document. See the Policies and Procedures document for details.

Article 7: Representation of LDraw.org

Steering Committee to approve spokespersons, Use of trademarks

Section 7.01: Representation in Policy Matters
No member may represent LDraw.org in policy matters without the approval of the Steering Committee. There may be instances that volunteers need to represent LDraw.org on an ongoing or recurring basis – these cases should be outlined in the LDraw.org Policies and Procedures document so permission does not need to be sought at each occurrence.

Section 7.02: Trademarks and Visual Representation
Use of the name, logo, seal, trademark, or other graphic representation (including new artwork and graphic designs) of LDraw organization by any Member, Section, or Committee or his/her designee, that gives appearance of representing LDraw.org or implies approval by LDraw.org in an official manner or capacity must have the prior approval of the Steering Committee.

Article 8: Amendments

Process for Amendment, process applies to this article too

Section 8.01: Amendment of Bylaws
The Steering Committee may propose to alter, amend, or repeal any provision of these Bylaws or make any additional Bylaws. Such alteration, repeal, or addition shall be proposed by a representative to the Active Members and Steering Committee to be considered for a period of 30 days. At the end of this period an affirmative vote of at least two-thirds of the entire Active Membership must be achieved in order to ratify the alteration, repeal, or addition.

Section 8.02: Procedures for Amendment of Bylaws
Amendments to this Article of the Bylaws may be made only by the same voting procedure described in Section 1 of this Article.

Article 9: Special Interest Groups

LSC, other special interest groups, their creation, operation and termination

To further the goals of the Organization, the Organization may from time to time create Special Interest Groups. These groups are intended for like minded Members to come together for the purpose of furthering a common interest.

Section 9.01: Creation
An individual or group of individual Active Members may approach the Steering Committee with a proposal to create a Special Interest Group. The proposal shall define the name, purpose, membership criteria, powers, and duties of the Special Interest Group. The Special Interest group will come into existence upon approval of the proposal by the Steering Committee.

Section 9.02: Ongoing Operations
Each Special Interest Group shall have the powers and duties defined in the resolution or resolutions adopting it, and shall have a designated representative (the “SIG Chair”) to report to the Steering Committee and to the Active Membership at least quarterly. Such SIG Chair serves at the pleasure of the Steering Committee Chairperson and is an Appointed Officer within the meaning.

SIGs shall not have separate treasuries. Their expenditures, if any, shall come from the general Organization Treasury, and their revenues, if any, shall likewise accrue to the Organization Treasury.

Section 9.03: Dissolution
A Special Interest Group may be dissolved by proposal of the Steering Committee and by an affirmative vote of the Membership under normal voting procedures.

Section 9.04: LDraw.org Standards Committee

The LDraw.org Standards Committee shall be construed as a Special Interest Group within the meaning of this article, governed under the LSC Final Draft. Its existence is grandfathered and does not have to be approved by resolution. Like all SIGs, it is subject to the Ongoing Operations and Dissolution provisions of this article.

Article 10: Dissolution

The process of dissolution of LDraw.org. Should LDraw.org be dissolved, assets go to charity

Section 11.01: Dissolution by Resolution
LDraw.org may be dissolved by Resolution. Such Resolution shall be presented by the Steering Committee to the Individual Members and shall require an affirmative vote of a three-fourths majority of the membership. The resolution shall outline the date for termination and the charity to which the remaining assets, if any shall be directed.

Section 10.02: Disposition of Assets
Upon the dissolution or winding up of LDraw.org, its assets remaining after payment, or provision for payment, of all debts and liabilities, shall be distributed to a nonprofit fund, foundation, or corporation which is organized and operated for charitable purposes.

Section 10.03: Retention of Name and Identifying Marks
The name, distinctive trade dress, logo and artwork of LDraw.org are significant and meaningful. Therefore, no other organization shall be allowed to use the organization name, acronym, distinctive trade dress, logo or artwork of LDraw.org without express permission. This Section shall survive any subsequent dissolution of LDraw.org.