dg01d/FSF Amended By-Laws.text

## FSF Amended By-Laws.text

               BY-LAWS
                OF
          FREE SOFTWARE FOUNDATION, INC.


              ARTICLE I
   NAME, PURPOSES, LOCATION, CORPORATE SEAL, AND FISCAL YEAR

 Section 1 - Name and Purposes. The name and purposes of the corporation
 shall be as set forth in the articles of organization.

 Section 2 - Location. The principal office of the corporation in the
 Commonwealth of Massachusetts shall initially be located at the place set
 forth in the articles of organization of the corporation. The directors
 may change the location of the principal office in the Commonwealth of
 Massachusetts effective upon filing a certificate with the Secretary of
 the Commonwealth.

 Section 3 - Corporate Seal. The directors may adopt and alter the seal of
 the corporation.

 Section 4 - Fiscal Year. The Fiscal Year of the corporation shall, unless
 otherwise decided by the directors, end on September 30th in each year.


              ARTICLE II

             VOTING MEMBERS

 Section 1 - Number, Election and Qualification. The present members of
 the corporation shall constitute the voting members. Thereafter the
 voting members annually at their annual meeting shall fix the number of
 voting members and shall elect the number of voting members so fixed. At
 any special or regular meeting, the voting members then in office may
 increase the number of voting members and elect new voting members to
 complete the number so fixed; or they may decrease the number of voting
 members, but only to eliminate vacancies caused by the death, resignation,
 removal or disqualification of one or more voting members. Unless the
 voting members otherwise designate, there shall be no qualifications for
 voting members. No such designation shall disqualify a voting member in
 office when the designation is made. Each director shall automatically be a
 voting member of the corporation.

 Section 2 - Tenure. Each voting member shall hold office until the next
 annual meeting of voting members and until his or her successor is elected
 and qualified, or until he or she sooner dies, resigns, is removed or
 becomes disqualified.

 Section 3 - Powers and Rights. In addition to the right to elect
 Directors as provided in Section 1 of Article IV and such other powers and
 rights as may be vested in them by law, the Articles of Organization or
 these by-laws, the voting members shall have such other powers and rights
 as the directors may designate.

 Section 4 - Suspension or Removal. A voting member may be suspended or
 removed with or without cause by vote of a majority of voting members then
 in office. A voting member may be removed for cause only after reasonable
 notice and opportunity to be heard.

 Section 5 - Resignation. A voting member may resign by delivering his or
 her written resignation to the president, treasurer, or clerk of the
 corporation, to a meeting of the voting members or directors or to the
 corporation at its principal office. Such resignation shall be effective
 upon receipt (unless specified to be effective at some other time), and
 acceptance thereof shall not be necessary to make it effective unless it
 so states.

 Section 6 - Vacancies. Any vacancy in the voting membership, except a
 vacancy resulting from enlargement (which must be filled in accordance
 with Section 1, Article II) may be filled by the voting members. Each
 successor shall hold office for the unexpired term or until he or she
 sooner dies, resigns, is removed or becomes disqualified. The voting
 members shall have and may exercise all their powers notwithstanding the
 existence of one or more vacancies in their number.

 Section 7 - Annual Meeting. The annual meeting of the voting members
 shall be held on the Third Tuesday in February in each year or if that
 date is a legal holiday in the place where the meeting is to be held, then
 at the same hour of the next succeeding day not a legal holiday. The
 annual meeting may be held at the principal office of the corporation or
 at such other place within the United States as the president, voting
 members or directors shall determine. No change in the date fixed in
 these By-laws for the annual meeting shall be made within sixty (60) days
 before the date stated herein. Notice of any change of the date fixed in
 these by-laws for the annual meeting shall be given to all voting members
 at least twenty (20) days before the new date fixed for such meeting.

 If an annual meeting is not held as herein provided, a special meeting of
 the voting members may be held in place thereof with the same force and
 effect as the annual meeting, and in such case all references in these
 by-laws, except in this Section 7, to the annual meeting of the voting
 members shall be deemed to refer to such special meeting. Any such
 special meeting shall be called and notice shall be given as provided in
 Sections 9 and 10 or Article II.

 Section 8 - Regular Meetings. Regular meetings of the voting members may
 be held at such places within the United States and at such times as the
 voting members may determine.

 Section 9 - Special Meetings. Special meetings of the voting members may
 be held at any time and at any place within the United States. Special
 meetings of the voting members may be called by the President, or by the
 directors, and shall be called by the clerk, or in the case of the death,
 absence, incapacity or refusal of the clerk, by any other officer, upon
 written application of three or more voting members.

 Section 10 - Call and Notice.

 (a) Annual and Regular Meetings. No call or notice shall be required for
    annual or regular meetings of voting members, provided that reasonable
    notice (i) of the first regular meeting following the determination by
    the voting members of the times and places for regular meetings shall
    be given to absent voting members, (ii) of any annual meeting not held
    at the principal office of the corporation shall be given to each
    voting member, (iii) specifying the purpose of an annual or regular
    meeting shall be given to each voting member if either contracts or
    transactions of the corporation with interested persons or amendments
    of these by-laws (as adopted by the directors or otherwise) are to be
    considered at the meeting and (iv) shall be given as otherwise
    required by law, the articles of organization or these by-laws
    (including Section 7, Article II).

 (b) Special Meeting. Reasonable notice of the time and place of special
    meetings of the voting members shall be given to each voting member.
    Such notice need not specify the purpose of a meeting, unless
    otherwise required by law, the articles of organization or these
    by-laws or unless there is to be considered at the meeting (i)
    contracts or transactions of the corporation with interested persons,
    (ii) amendments to these by-laws (as adopted by the directors or
    otherwise), (iii) an increase or decrease in the number of voting
    members or directors, or (iv) removal or suspension of a voting member
    or director.

 (c) Reasonable and Sufficient Notice. Except as otherwise expressly
    provided, it shall be reasonable and sufficient notice to a voting
    member to send notice by mail at least forty-eight hours or by
    telegram at least twenty-four hours before the meeting addressed to
    him or her at such voting member's last known business or residence
    address or to give notice to him or her in person or by telephone at
    least twenty-four hours before the meeting.

 (d) Waiver of Notice. Whenever notice of a meeting is required, such
    notice need not be given to any voting member if a written waiver of
    notice, executed by the voting member (or his or her attorney
    thereunto authorized) before or after the meeting, is filed with the
    records of the meeting. A waiver of notice need not specify the
    purposes of the meeting unless such purposes were required to be
    specified in the notice of such meeting.

 Section 11 - Quorum. At any meeting of the voting members a majority of
 the voting members then in office (whether present in person or duly
 represented) shall constitute a quorum. Any meeting may be adjourned to
 such date or dates not more than ninety (90) days after the first session
 of the meeting by a majority of the votes cast upon the question, whether
 or not a quorum is present, and the meeting may be held as adjourned
 without further notice.

 Section 12 - Action by Vote. Each voting member shall have one vote.
 When a quorum is present at any meeting, a majority of the votes properly
 cast by voting members present in person or duly represented shall decide
 any question, including election to any office, unless otherwise provided
 by law, the articles or organization, or these by-laws.

 Section 13 - Action by Writing. Any action required or permitted to be
 taken at any meeting of the voting members may be taken without a meeting
 if all voting members entitled to vote on the matter consent to the action
 in writing and the written consents are filed with the records of the
 meetings of the voting members. Such consents shall be treated for all
 purposes as a vote at a meeting.

 Section 14 - Proxies. Voting members may vote either in person or by
 written proxy dated not more than six (6) months before the meeting named
 therein, which proxies shall be filed before being voted with the clerk or
 other person responsible for recording the proceedings of the meeting.
 Unless otherwise specifically limited by their terms, such proxies shall
 entitle the holders thereof to vote at any adjournment of the meeting but
 the proxy shall terminate after the final adjournment of such meeting.

 Section 15 - Compensation. Voting members shall be entitled to receive
 for their services such amount, if any, as the directors may determine,
 which may include expenses of attendance at meetings. Voting members
 shall not be precluded from serving the corporation in any other capacity
 and receiving compensation for any such services.


              ARTICLE III

             ASSOCIATE MEMBERS

 Section 1 - Number, Election, and Qualification. From time to time the
 directors may elect such number of associate members as they. shall
 determine. Unless the directors otherwise designate, there shall be no
 qualifications for associate members.

 Section 2 - Tenure. Each associate member shall continue in such capacity
 until the one year anniversary of the associate member's election.

 Section 3 - Powers and Rights. Associate members shall serve in an
 honorary capacity to the directors and shall have such rights and
 privileges as the directors may from time to time designate. Associate
 members shall have no right to notice of and no right to vote at any
 meeting of the voting members or the directors or otherwise to participate
 in the governance of the corporation; they shall not be legally qualified
 to call or demand a meeting of the voting members or the directors for any
 purpose, including without limitation for any purpose under Chapter 180 of
 the Massachusetts General Laws, and they shall not be considered for
 purposes of establishing a quorum at any duly constituted meeting of the
 voting members or directors.

 Section 4 - Suspension or Removal. Associate members may be suspended or
 removed with or without cause by vote of a majority of directors or voting
 members.

 Section 5 - Resignation. An associate member may resign by giving his or
 her notice of intent to resign and acceptance thereof shall not be
 necessary to make it effective unless it so states.

 Section 6 - Associate Member Meeting. The directors may call a meeting of
 the associate members at the directors' discretion. The meeting of the
 associate members shall be held on a date, at a place and at a time as
 designated by the directors and such meeting or meetings may be postponed
 or canceled at the discretion of the directors. This meeting or meetings
 shall be held for informational and discussion purposes only and no action
 of corporate governance shall be taken.

 Section 7 - Call and Notice. No call or notice shall be required for
 associate members' meetings but it may be given at the discretion of and
 in the form as designated by the directors.


              ARTICLE IV

 SPONSORS, BENEFACTORS, CONTRIBUTORS, ADVISERS, FRIENDS OF THE CORPORATION

 The directors may designate certain persons or groups of persons as
 sponsors, benefactors, contributors, advisers or friends of the
 corporation or such other title as they deem appropriate. Such persons
 shall serve in an honorary capacity and, except as the directors shall
 otherwise designate shall in such capacity have no right to notice of or
 to vote at any meeting, shall not be considered for purposes of
 establishing a quorum, and shall have no other rights or responsibilities.


                       ARTICLE IV

                    BOARD OF DIRECTORS

 Section 1 - Number and Election. The voting members annually at their
 annual meeting shall fix the number of directors and shall elect the
 number of directors so fixed. At any special or regular meeting the
 voting members or directors then in office may increase the number of
 directors and elect new directors to complete the number so fixed; or they
 may decrease the number of directors, but only to eliminate vacancies
 existing by reason of the death, resignation, removal or disqualification
 of one or more directors. A director may, but need not be a voting
 member.

 Section 2 - Tenure. Each director shall hold office until the next annual
 meeting of voting members and until his or her successor is elected and
 qualified, or until he or she sooner dies, resigns, is removed or becomes
 disqualified.

 Section 3 - Powers. The affairs of the corporation shall be managed by
 the directors who shall have and may exercise all the powers reserved to
 the voting members by the fullest extent permitted by law, the articles of
 organization or these by-laws.

 Section 4 - Committees. The directors may elect or appoint one or more
 committees and may delegate to such committee or committees any or all of
 their powers. Any committee to which the powers of the directors are
 delegated shall consist solely of directors. Unless the directors
 otherwise designate, committees shall conduct their affairs in the same
 manner as is provided in these by-laws for the directors. The members of
 any committee shall remain in office at the pleasure of the directors.

 Section 5 - Suspension or Removal. A director may be suspended or removed
 (a) with or without cause by vote of a majority of the voting members then
 in office or (b) with cause by vote of a majority of the directors then in
 office. A director may be removed with cause only after reasonable notice
 and opportunity to be heard.

 Section 6 - Resignation. A director may resign by delivering his or her
 written resignation to the president, treasurer or clerk of the
 corporation, to a meeting of the voting members or directors of the
 corporation at its principal office. Such resignation shall be effective
 upon receipt (unless specified to be effective at some other time) and
 acceptance thereof shall not be necessary to make it effective unless it
 so states.

 Section 7 - Vacancies. Any vacancy in the board of directors, except., a
 vacancy resulting from enlargement which must be filled in accordance with
 Section I of Article IV, may be filled by the voting members or directors.
 Each successor shall hold office for the unexpired term or until he or she
 sooner dies, resigns, is removed or becomes disqualified. The directors,
 shall have and may exercise all their powers notwithstanding the existence
 of one or more vacancies in their number.

 Section 8 - Regular Meetings. Regular meetings of the directors may be
 held at such places and at such times as the directors may determine.

 Section 9 - Special Meetings. Special meetings of the directors may be
 held at any time and at any place when called by the chairman of the board
 of directors (or if there be no such chairman, the president) or by two or
 more directors.

 Section 10 - Call and Notice.

 (a) Regular Meetings. No call or notice shall be required for
    regular meetings of directors, provided that reasonable notice (1)
    of the first regular meeting following the determination by the
    directors of the times and places for regular meetings shall be
    given to absent voting members, (ii) specifying the purpose of a
    regular meeting shall be given to each director if either
    contracts or transactions of the corporation with interested
    persons or amendments to these bylaws are to be considered at the
    meeting and (iii) shall be given as otherwise required by law, the
    articles of organization or these by-laws.

 (b) Special Meetings. Reasonable notice of the time and place of special
    meetings of the directors shall be given to each director. Such
    notice need not specify the purposes of a meeting, unless otherwise
    required by law, the articles of organization or these by-laws or
    unless there is to be considered at the meeting (i) contracts or
    transactions of the corporation with interested persons, (ii)
    amendments to these by-laws, (iii) an increase or decrease in the
    number of directors, or (iv) removal or suspension of a director.

 (c) Reasonable and Sufficient Notice. Except as otherwise expressly
    provided, it shall be reasonable and sufficient notice to a director
    to send notice by mail at least forty-eight hours or by telegram at
    least twenty-four hours before the meeting addressed to the director
    at his or her usual or last known business or residence address or to
    give notice to him or her in person or by telephone at least
    twenty-four hours before the meeting.

 (d) Waiver of Notice. Whenever notice of a meeting is required, such
    notice need not be given to any director if a written waiver of
    notice, executed by the director (or his or her attorney thereunto
    authorized) before or after the meeting, is filed with the records of
    the meeting, or to any director who attends the meeting without
    protesting prior thereto or at its commencement the lack of notice to
    him or her. A waiver of notice need not specify the purposes of the
    meeting unless such purposes were required to be specified in the
    notice of such meeting.

 Section 11 - Quorum. At any meeting of the directors a majority of the
 directors then in office shall constitute a quorum. Any meeting may be
 adjourned by a majority of the votes cast upon the question whether or not
 a quorum is present, and the meeting may be held as adjourned without
 further notice.

 Section 12 - Action by Vote. When a quorum is present at any meeting, a
 majority of the directors present and voting shall decide any question,
 including election of officers, unless otherwise provided by law, the
 articles of organization, or these by-laws.

 Section 13 - Action by Writing. Any action required or permitted to be
 taken at any meeting of the directors may be taken without a meeting if
 all the directors consent to the action in writing and the written
 consents are filed with the records of the meetings of the directors.
 Such consents shall be treated for all purposes as a vote at a meeting.

 Section 14 - Compensation. Directors shall be entitled to receive for
 their services such amount, if any, as the directors may from time to time
 determine, which may include expenses of attendance at meetings.
 Directors shall not be precluded from serving the corporation in any other
 capacity and receiving compensation for any such services.


                       ARTICLE VI

                   OFFICERS AND AGENTS

 Section 1 - Number and qualification. The officers of the corporation
 shall be a president, treasurer, clerk and such other officers, if any, as
 the directors may determine. The corporation may also have such agents,
 if any, as the directors may appoint. An officer may but need not be a
 director or voting member. The clerk shall be a resident of Massachusetts
 unless the corporation has a resident agent duly appointed for the purpose
 of service of process. A person may hold more than one office at the same
 time. If required by the directors, any officer shall give the
 corporation a bond for the faithful performance of his or her duties in
 such amount and with such surety or sureties as shall be satisfactory to
 the directors.

 Section 2 - Election. The president, treasurer and clerk shall be elected
 annually by the directors at their first meeting following the annual
 meeting of the voting members. Other officers, if any, may be elected by
 the directors at any time.

 Section 3 - Tenure. The president, treasurer and clerk shall each hold
 office until the first meeting of the directors following the next annual
 meeting of the voting members and until his or her successor is chosen and
 qualified, and each other officer shall hold office until the first
 meeting of the directors following the next annual meeting of the voting
 members unless a shorter period shall have been specified by the terms of
 his or her election or appointment, or in each case until he or she sooner
 dies, resigns, is removed or becomes disqualified. Each agent shall retain
 his or her authority at the pleasure of the directors.

 Section 4 - President and Vice Presidents. The president shall be the
 chief executive officer of the corporation and, subject to the. control of
 the directors, shall have general charge and supervision of the affairs of
 the corporation. The president shall preside at all meetings of the
 voting members and, if no chairman of the board of directors is elected,
 at all meetings of the directors except as the voting members or directors
 otherwise determine.

 The vice president or presidents, if any, shall have such duties and
 powers as the directors shall determine. The vice president, or first
 vice president if there are more than one, shall have and may exercise all
 the powers and duties of the president during the absence of the president
 or in the event of his or her inability to act.

 Section 5 - Treasurer. The treasurer shall be the chief financial officer
 and the chief accounting officer of the corporation. The treasurer shall
 be in charge of its financial affairs, funds, securities and valuable
 papers and shall keep full and accurate records thereof. He or she shall
 have such other duties and powers as designated by the directors or the
 president. The treasurer shall also be in charge of its books of account
 and accounting records, and of its accounting procedures.

 Section 6 - Clerk. The clerk shall record and maintain records of all
 proceedings of the voting members and directors in a book or series of
 books kept for that purpose, which book or books shall be kept within the
 Commonwealth at the principal office of the corporation or at the office
 of its clerk or of its resident agent and shall be open at all reasonable
 times to the inspection of any voting member. Such book or books shall
 also contain records of all meetings of incorporators and the original, or
 attested copies, of the articles of organization and by-laws and names of
 all voting members and directors and the address of each. If the clerk is
 absent for any meeting of voting members or directors, a temporary clerk
 chosen at the meeting shall exercise the duties of the clerk at the
 meeting.

 Section 7 - Suspension or Removal. An officer may be suspended or removed
 with or without cause by vote of a majority of directors then in office at
 any special meeting called for such purpose or any regular meeting. An
 officer may be removed with cause only after reasonable notice and
 opportunity to be heard.

 Section 8 - Resignation. An officer may resign by delivering his or her
 written resignation to the president, treasurer or clerk of the
 corporation, to a meeting of the voting members or directors or to the
 corporation at its principal office. Such resignation shall be effective
 upon receipt (unless specified to be effective at some other time), and
 acceptance thereof shall not make it effective unless it so states.

 Section 9 - Vacancies. If the office of any officer becomes vacant, the
 directors may elect a successor. Each successor shall hold office for the
 unexpired term, and in the case of the president, treasurer and clerk
 until his successor is elected and qualified, or in each case until he or
 she sooner dies, resigns, is removed or becomes disqualified.


                      ARTICLE VII

                   EXECUTION OF PAPERS

 Except as the directors may generally or in particular cases authorize the
 execution thereof in some other manner, all deeds, leases, transfers,
 contracts, bonds, notes, checks, drafts and other obligations made,
 accepted or endorsed by the corporation shall be signed by the president
 or by the treasurer.

 Any recordable instrument purporting to affect an interest in real estate,
 executed in the name of the corporation by two of its officers, of whom
 one is the president or vice president and the other is the treasurer or
 an assistant treasurer, shall be binding on the corporation in favor of a
 purchaser or other person relying in good faith on such instrument
 notwithstanding any inconsistent provisions of the articles of
 organization, bylaws, resolutions or votes of the corporation.


                      ARTICLE VIII

                    PERSONAL LIABILITY
 The voting members, directors and officers of the corporation shall not be
 personally liable for any debt, liability or obligation of the
 corporation. All persons, corporations or other entities extending credit
 to, contracting with, or having any claim against, the corporation, may
 look only to the funds and property of the corporation for the payment of
 any such contract or claim, or for the payment of any debt, damages,
 judgment or decree, or of any money that may otherwise become due or
 payable to them from the corporation.


                     ARTICLE VIIIX

                       AMENDMENTS

 These by-laws may be altered, amended or repealed in whole or in part by
 vote of a majority of the directors then in office except with respect to
 any provision thereof which by law, the articles of organization or these
 by-laws requires action by the voting members. Not later than the time of
 giving notice of the meeting of voting members next following the making,
 amending, or repealing by the directors of any by-laws, notice thereof
 stating the substance of such change shall be given to all voting members.
 The voting members may alter, amend or repeal any by-laws adopted by the
 directors or otherwise or adopt, alter, amend or repeal any provision
 which by law, the articles of organization or these bylaws requires action
 by the voting members.


 Monday December 16, 2002    Printed by Bradley M. Kuhn
 Dec 16, 02 15:47 2002-11-25_amended-by-laws.txt Page 9/9