VoxPopuLin: 2004-01

The organizational meeting of the Open-Source Speech Recognition Initiative will be held on January 20th, 2004.

TIME: 24 hours starting at midnight GMT.

PLACE: the OSSRI listserv
http://harvee.org/mailman/listinfo/ossri

AGENDA:

1. Affirmation of intent to incorporate.

AFFIRM,
That we, Susan Cragin, John Dowding, Jessica Hekmann, Volker Kuhlman, Tristram Metcalf, Edwin Suominen, Ivan Uemlianin, and Dustin Wish, have formed the Open-Source Software Speech Recognition Initiative to develop
speech-recognition software that (1) offers both continuous speech recognition and command-and-control functionality and (2) runs on open-source platforms.
By doing so, we wish to benefit the many groups of disabled persons that will benefit by this technology, and the Open Source community.
AND,
that we wish to incorporate under the laws of the Commonwealth of Massachusetts, United States, under the name Open-Source Software Recognition Initiative, Inc.

2. Adoption of the proposed BY-LAWS, amended as of (date).

3. Nomination of Members.
None. (As of today.)

4. Election of Directors.

Proposed that the current slate of members be elected as Regular Directors, with Tristram Metcalf being elected a Special Director, as provided in the By-Laws.

5. Election of Officers.

Proposed that the following officers be elected.
President: Jessica Hekmann
Treasurer: Susan Cragin
Clerk: Susan Cragin

6. Adoption of the following RESOLUTION:

RESOLVED,

That the OSSRI hereby states its affirmative intention to apply for nonprofit corporation status under U.S. Commonwealth of Massachusetts General Law c.180 and for tax exempt status under Section 501(c)(3) of the United States Internal Revenue Code;

AND,

That the Application dated (DATE) accurately reflects its intentions;

AND FURTHER,

That Susan Cragin is authorized to act on behalf of the Corporation in all matters relating to the applications, including soliciting the services of a pro bono attorney and in filing the applications.

THE OPEN-SOURCE SOFTWARE RESEARCH INITIATIVE, INC.
-
BYLAWS (DATED 11-Jan-04)

Statement

The Open-Source Speech Recognition Initiative (“OSSRI”) was formed to advocate for the needs of all people who would benefit from speech recognition software in order to function productively in today's society.
OSSI’s founding members met and formed their business plan over the Internet, and represent a cross-section of the English-speaking world. Three are from Massachusetts: one each is from Arkansas, Washington, California, the United Kingdom, and New Zealand. Additional members have been and will be solicited among existing speech recognition research groups in, not only the English-speaking world, but in Japan, Germany, France and other countries with vibrant speech-recognition research communities.
Our group was formed to address the one specific need of the physically disabled, including those with repetitive-motion injuries and autoimmune disorders such as arthritis, bursitis, and other joint and tissue diseases, and those with dyslexia and other problems with hand-eye coordination.
This need is to be able to do computer work independent of the keyboard, through continuous speech recognition programming with command-and-control functionality.
In today's society, nearly every job requires some form of computer work, with keyboard and/or mouse input. However, many people either cannot perform keyboard/mouse input at all, can perform it only with discomfort, or can perform it only for limited periods of time. Such people would benefit greatly and become much more productive with the use of speech-recognition technology.
We also recognize the needs of the hearing-impaired, whose lives would improve if speech could be put into text simultaneously with it being spoken
But speech-recognition technology is in its infancy. And anything useable is closed-source. It is not only expensive, but subject to the cost/benefit analysis of the corporation that must see a profit to continue to develop and market it. Continuous speech recognition, the most valuable and useful type of speech-recognition, is rarer still, and today is available through only one corporation.
Another problem is that speech-recognition technology has mostly been ignored by the Open Source community, especially the Linux community. But Open Source technology will become more and more widespread in the coming years, as state and local governments and businesses convert to Open Source in order to save money and have more control over program development. Many governments in Western Europe, and the middle and Far East have already converted to Open Source. In the United States there are initiatives afoot in Massachusetts and elsewhere to convert governments and schools to Open Source.
We endorse the goals of the Open Source movement; however, those with disabilities must not be left behind by its implementation. There must be technology available for their needs, and it must be either free or reasonably priced. And development efforts must begin now, when it is needed but still not financially viable.

Corporate long-term objective:

• Develop continuous-speech recognition software with command-and-control functionality that runs on Open Source platforms such as Linux.
• Release the code developed in this effort under open-source licensing, such the Free Software Foundation license.

I. Board of Directors
(a) Membership
OSSRI will have a Board of Directors comprising seven voting directors from the international software development and speech-recognition communities, and two nonvoting adviser directors, at least one of whom represents the needs of the disabled.
(b) Duties
The Board of Directors will review the long-term goals with the purpose of achieving the Mission Statement, and will set short-term goals consistent with this purpose.
(c) Meetings
The Board of Directors will meet once a month via e-mail, blog, or Internet chat, or in a manner to be determined among the directors.
(d) Compensation and Indemnification
The Board of Directors shall serve without compensation for their directorial duties. They will be indemnified against claims to the maximum amount permitted by Massachusetts law, either now or as it shall in future be enacted, whichever gives the maximum indemnification.

II. Committees
(a) Duties
Committees will be formed to carry out the corporate short term objectives, and may have as few or as many committee members as is necessary to carry out its purpose.
(b) Formation
Committees may be formed by the Directorate or at the suggestion of the membership. They may be official or ad hoc.
(c) Service
All committee service shall be voluntary and uncompensated. Membership shall be either for a term of one year or for the length of the committee's purpose, whichever is less.
(d) Removal
Any committee member may be removed from that committee by a majority vote of the remaining members.

III. Membership
(a) Requirements
Membership in OSSRI is open to persons agreeing to our Mission Statement and long-term goals, who have or will contribute to the furtherance of those goals in a meaningful way, either by labor or financial donation, and who express a desire to become members.
Membership will be granted automatically for anyone making a financial donation in excess of a stipulated amount.
A corporation may become a member. In such case, the corporation shall designate a permanent and alternate representative endowed with the corporation’s voting rights.
Members or members’ representatives must be eighteen years of age or older to vote, hold office, or chair a committee.
(b) Solicitation of members.
Members shall be solicited from among the international software development communities and advocates for the disabled.
(c) Voting rights
All members in good standing as of both the Announcement Date of an upcoming meeting and the meeting date itself will be eligible to vote.
(d) Removal
A membership will be instantly terminated if that member is found to be attempting to introduce viruses or worms into code. A membership may be revoked by a simple majority vote of the remaining members, upon a showing that the member is obstructive to, frustrating or subverting of the corporate purpose. A membership will be terminated automatically if the member no longer has a valid e-mail address, and may be terminated if the member does not participate in meetings.
(e) List
The membership list will be kept by the Corporate Secretary, and include names and e-mail addresses. All members shall be subscribed to the OSSRI listserv.

IV. Annual Report
OSSRI shall produce an annual report stating concisely its financial position and its progress in furthering its corporate goals. Such report will cover the period ending September 30. The fiscal year may or may not coincide with the annual report.

V. Meetings
(a) Form
OSSRI’s membership will come from all over the world, so the annual meeting must be held virtually, by dissemination of an agenda and other meeting materials via the Internet. The meeting may take place via e-mail or in a chat room, or by any other electronic means, as determined by the Board of Directors.
(b) Notice
The notice shall be sent by such electronic means as the board deems sufficient.
(c) Agenda
Because the meeting will not be face-to-face, every attempt will be made to have an agenda that is as complete as possible.
(d) Annual Meetings
The Board of Directors shall call an annual meeting to be held on the second Tuesday of February, or as shortly thereafter as is reasonably practicable.
The meeting will run for 24 hours GMT and run from midnight to midnight, to give all members a chance to participate.
(e) Directors Meetings
The directors will meet monthly on a schedule to be agreed. Meetings will run for 24 hours GMT, and run from midnight to midnight.
VI. Special Meetings
Special meetings of the membership may be requested by any member and scheduled with a minimum of one week’s notice upon concurrence of either a majority of the directorate or 51% of the membership.
Special directors meetings may be called by agreement of a majority of the directorate on three days’ notice, or anytime if agreed by all. Special meetings shall be limited in scope to items on the agenda.

VII. Regular Communications
Regular communications are to be done through electronic form only. A member will be considered to have received a communication if he/she is a member of a listserv where the information has been posted.

IIX. Changes to the By-Laws
Bylaws may be changed at any time by a two-thirds vote of the voting directorate, or by a two-thirds vote of the membership during any annual or special meeting.

VII. Severability
If any portion of these bylaws shall be in conflict with any law so as to render them void or illegal, that shall not affect the whole, and the remainder of the bylaws shall be construed to be in full force and effect.

QUESTIONNAIRE FOR FORMATION OF NOT-FOR-PROFIT CORPORATION

QUESTIONNAIRE
Part I: Forming Your Organization: Incorporation under M.G.L. c. 180.
Before beginning to operate, you must form a corporation. This is done by filing a charter (Articles of Organization) with the Secretary of State, and by adopting By-laws, or rules, governing the operations of the organization.
A. Articles of Organization
1. Desired name: Open-Source Speech Recognition Initiative, Inc.
2. Purpose
(b) Independent organization.
The corporation is formed and shall be operated for the exclusively charitable, educational, and scientific purposes of:
Developing/enabling continuous-speech recognition software with command-and-control functionality that runs on open-source platforms. This will increase the accessibility of computers, particularly low-cost computers, to the disabled community.
3. Names and residential addresses of initial trustees (directors):
Susan R. Cragin, 312 Washington St 4-1, Wellesley MA 02481
John Dowding, 454B Costa Mesa Terrace, Sunnyvale, CA 94085
Jessica P. Hekmann, 76 Marathon St, Arlington MA 02474
Volker Kuhlman, University of Canterbury, ELEC Dept, Creyke Rd, Christchurch, New Zealand
Edwin A. Suominen, 3355 East Jump Off Joe Rd, Valley WA 99181
Dr. Ivan Andrei Uemlianin, 6 Tai Seion, Llanddeiniolen, Caernarfon, Gwynedd LL55 3AF, Wales, United Kingdom.
Dustin Wish, 205 Jean St, Batesville, AK 72501

Advisory Director for Disabled Access:
Tristram Metcalfe, 142 Main St, Northampton MA 01060

4. Names and residential addresses of the three mandatory officers. These can be the same persons as the initial directors. One person can fill more than one position.
President: Jessica P. Hekmann (See above.)
Treasurer: Susan R. Cragin (See above.)
Clerk: Susan R. Cragin (See above.)

5. “Resident Agent”
Susan R. Cragin (See above.)
6. Address of Principal Office (where mail from Secretary of State will be sent). Do not use a Post Office box.
c/o Cragin, 312 Washington St 4-1, Wellesley MA 02481

B. By-Laws
1. Term of office of trustees.
[x] one year term -- annual election for all trustees;
2. Additional Officers. (In the by-laws.)
Choose one of the following:
[x] The trustees may appoint additional officers at any time.
3. Members
[x] The organization will have members.
Directors and officers are automatically members.
Outside membership shall be restricted to those who take an active interest in the organization and who, in the opinion of the directors, represent an interest important to the furtherance of its goals.
Right now it is anticipated that there will be at least three members at-large: one each to represent the needs of those with limited hand function, the deaf, and children with special education needs.
4. Quorum for Meetings.
Trustees: 2/3
Members (if any): 50%
5. Date for annual meeting of the trustees: February 1st
6. Fiscal year: Calendar year, 1/1 – 12/31
C. Indemnification of Trustees and Officers.
[x] Indemnify trustees and officers
Trustees and officers will serve unpaid.
D. Relationship with another Organization.
None
E. Dissolution
(Not applicable.)
Part II: Application for Tax Exemption
A. Form 1023
After the organization has been incorporated, it must file an application for tax exemption with the Internal Revenue Service. The following queries elicit the information needed to complete the application (IRS Form 1023).
1. Describe on a separate sheet of paper the purpose(s) for which your organization was formed and how the organization expects to carry out its “mission”. Be specific about proposed programs and activities, especially those to be undertaken in the first 2-3 years.
This is one of the most important parts of the exemption application. The reviewing agent will use the information given in this part to determine whether the organization will actually be operated for recognized charitable purposes.
2. Where will your funds come from? Check those that are applicable:
[x] Gifts, grants and contributions (including donations from individuals and businesses; and grants from government or tax exempt organizations).
[ ] Receipts from programs/services offered by the organization.
[x] Income generate by investing surplus funds.
[ ] Other (describe).
3. Fundraising. Check all applicable boxes:
[x] Fundraising program has not yet been developed, but all fundraising will be done by volunteers. It is anticipated that most fundraising will be done by writing proposals to universities, corporations, and the United States Government.
4. Compensation of trustees and officers.
[x] No trustee or officer will be paid for serving as trustee or officer (but may be reimbursed actual and reasonable out of pocket expenses).
5. Selection of trustees and officers by public officials.
Will any trustees or officers be appointed or elected by public officials or will they serve by reason of their position as a public official? no
6. List all assets owned by the organization (other than cash and other investments), such as equipment, furnishings, vehicles.
None.
7. List all contracts entered into by the organization, such as leases, contracts to perform services, employment agreements.
None.
8. Membership.
This section is to be answered only by organizations having a separate membership.
(a) Provide a schedule of the membership fees or dues, if any.
None.
(b) Describe the organization’s present and proposed efforts to attract members. Include copies of promotional literature.
Membership will be very restricted and members will be solicited individually based on qualifications and interest in project development, and also among disabled-rights advocates with an interest in the benefits of speech recognition software.
(c) Describe any benefits members receive in exchange for their fees or dues (e.g. newsletters, reduced charges for programs/services).
Members get to work on the code, which is may bring intellectual or recognition benefits, and they will get the self-satisfaction in being part of a worthwhile project.
9. Programs/Services
Distribution of the code will be our major service.
The corporation may conduct demonstrations of its product. We would invite the disabled and those whose jobs it is to produce products to assist the disabled.
10. Political activities
The corporation may write to any world government that uses open-source technology to encourage its adoption of speech-recognition to assist the disabled.
Check the applicable box(es):
[x] The organization will not attempt to influence legislation (i.e. lobby).
[x] The organization will not in any way intervene in political campaigns.
11. Projected Revenues and Expenditures (the “Budget”).
Complete the attached chart for each of the current year and the next three years. Be sure to use the organization’s fiscal year: e.g. July 1 to June 30, or January 1 to December 31, etc.
B. Form SS-4 (application for taxpayer identification number)
Will the organization have paid employees? NO.
Part III: Organizational Infrastructure
A. Accounting Assistance
1. Please state the name and phone number of the person who will be providing accounting/financial assistance.
Mark Ungewitter, former CPA, 781-416-1987
2. Please describe that person’s experience working with tax exempt organizations.
Mark formed several New Hampshire nonprofit corporations, and was a practicing CPA with John Burke & Co, Keene NH. He is now a financial manager with Investors Bank and Trust of Boston.
B. Fundraising Assistance
1. Please elaborate on your organization’s expected revenue sources in the budget you prepared on page 10 of this Questionnaire.
We expect to write grant proposals to universities, and solicit development funds from the US and other government bodies, and several large corporations that may have an interest in promoting the final product.

2. Who will be writing the grant proposals and what experience does that person have in fundraising?
Some of our directors are academics, several have advanced degrees, and many have written successful grant proposals.
3. Is there any particular reason for your group to believe that it will receive particular funding if and when it obtains tax exempt status?
No. However, we believe that various organizations may be willing to fund part of our research, including corporations that license or sell speech-enabled programs, universities, and governments.
In addition, we believe that our specific research and develop goals might be attractive to certain research and development facilities that may wish to work with us.

Budget Attachment

Fiscal Year: From 1/1/2004 to 12/31/2005
Revenue 2004 2005 2006 2007 Total

1. Gifts, grants and contributions 98%
2. Membership fees 0%
3. Gross receipts from programs or services offered by the organizations 0%
4. Gross investment income 2%
5. Other

Total Revenue Unknown

Expenses
6. Compensation of trustees and officers 0
7. Other salaries and wages (including fringe benefits) 0
8. Occupancy costs (rent, utilities, telephone, etc.) 0
9. Fundraising expenses 0
10. Program/services expenses 0
11. Amounts distribu-ted for charitable purposes 0
12. Other – Expenses
Development / research 100%

Total Expense

Budget Attachment (continued)

* If you listed gifts, grants, and contributions in the above chart, provide the names of the expected contributors, if known, and the amount each might contribute each year.

Not applicable.

* If you listed program/service revenues in the above chart, provide the names of the expected payors and the amount each might pay each year.
Not applicable.

* Do you expect to receive a large contribution from any particular individual, business, or private foundation? If yes, describe:
Yes.

This questionnaire was made possible in large part due to the generous assistance of Attorney Nolly Corley of Choate, Hall & Stewart.

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