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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 |
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