bylaws.tex 32.3 KB
 Martin Peres committed Nov 10, 2013 1 2 3 4 5 6 \documentclass[10pt, english]{bylaws} \usepackage{enumerate} \begin{document} \title{BYLAWS of the X.Org Foundation} \maketitle  Martin Peres committed Nov 11, 2013 7 \date{}  Martin Peres committed Nov 10, 2013 8 9 10 11 12 13 14 15  BE IT ENACTED AND IT IS HEREBY ENACTED as a By-law of the X.Org Foundation (hereinafter called "X.Org") as follows: \article{PURPOSE} The purpose of the X.Org Foundation shall be to: \begin{enumerate}[(i)\hspace{.2cm}]  Martin Peres committed Nov 15, 2013 16  \item Research, develop, support, organize, administrate, standardize,  Martin Peres committed Nov 14, 2013 17 18  promote, and defend a free and open accelerated graphics stack. This includes, but is not limited to, the following projects: DRM, Mesa,  Martin Peres committed Nov 18, 2013 19  Wayland and the X Window System,  Martin Peres committed Nov 10, 2013 20   Martin Peres committed Nov 15, 2013 21  \item Support, educate, organize and participate in the community of  Martin Peres committed Nov 14, 2013 22  developers of this graphics stack, and  Martin Peres committed Nov 10, 2013 23   Martin Peres committed Nov 15, 2013 24  \item Support and educate the general community of users of this  Martin Peres committed Nov 14, 2013 25  graphics stack.  Martin Peres committed Nov 10, 2013 26 27 28 29 30 31 32 33 34 \end{enumerate} \article{INTERPRETATION} \section{Definitions} In this Article and all other Articles of these By-laws, unless the context otherwise requires: \begin{enumerate}[(i)\hspace{.2cm}]  Martin Peres committed Nov 15, 2013 35  \item Act'' means the National Cooperative Research and Production Act  Martin Peres committed Nov 10, 2013 36 37 38  of 1993 of the United States and any Act that may hereafter be substituted therefore, as from time to time amended;  Martin Peres committed Nov 15, 2013 39  \item Foundation'' means the X.Org Foundation;  Martin Peres committed Nov 11, 2013 40   Martin Peres committed Feb 27, 2015 41  \item Director'' means a Member that has been elected to serve on the  Martin Peres committed Nov 10, 2013 42 43  Board of Directors;  Martin Peres committed Nov 15, 2013 44  \item Board means the Board of Directors of X.Org;  Martin Peres committed Nov 10, 2013 45   Martin Peres committed Nov 15, 2013 46  \item By-laws'' means the By-laws of X.Org, as amended and in force  Martin Peres committed Nov 10, 2013 47 48  from time to time;  Martin Peres committed Nov 15, 2013 49  \item Officer'' means a Member that has been appointed by the Board to  Martin Peres committed Nov 10, 2013 50 51  serve in the role of an Officer as defined in these By-laws;  Martin Peres committed Nov 15, 2013 52  \item Equipment'' means such equipment as may be needed from time to  Martin Peres committed Nov 10, 2013 53 54  time to operate and extend X.Org and which is an asset owned by X.Org;  Martin Peres committed Nov 15, 2013 55  \item Member'' means an individual who has duly executed a Membership  Martin Peres committed Nov 10, 2013 56 57  Agreement and is in good standing; and  Martin Peres committed Nov 15, 2013 58  \item Membership Agreement'' means the X.Org Foundation Membership  Martin Peres committed Nov 10, 2013 59 60 61 62 63 64 65 66  Agreement, as amended and in force from time to time. \end{enumerate} \section{Number} In this Article and all other Articles of these By-laws, unless the context otherwise requires: \begin{enumerate}[(i)\hspace{.2cm}]  Martin Peres committed Nov 15, 2013 67  \item Words importing the singular number include the plural and  Martin Peres committed Nov 10, 2013 68 69  vice-versa;  Martin Peres committed Feb 26, 2015 70  \item Words importing the masculine gender include all genders; and  Martin Peres committed Nov 10, 2013 71   Martin Peres committed Nov 15, 2013 72  \item Any reference to a percentage of Members or Directors for quorum  Martin Peres committed Nov 10, 2013 73 74 75 76 77 78 79 80 81 82 83 84 85 86 87 88 89 90 91 92  and other voting purposes shall mean the smallest whole number that is not less than the relevant percentage of Members or Directors indicated. \end{enumerate} \section{Notices} In this Article, and all other Articles of these By-laws, unless the context otherwise requires: \begin{enumerate}[(i)\hspace{.2cm}] \item Any notice (which term includes any communication or document) to be given, sent, delivered or served pursuant to the Act, the By-laws or otherwise to a Member shall by sufficiently given if sent via e-mail by X.Org to the last known electronic address or if delivered to his last address as recorded in the books of X.Org or if mailed by prepaid ordinary mail or airmail addressed to him at his last address as recorded in the books of X.Org or if sent to him at his said address by means of facsimile or recorded communication. The Secretary may change the address on X.Org's books of any Member with any information believed by him to be reliable. A notice so delivered shall be deemed to have  Martin Peres committed Feb 27, 2015 93  been received when it is delivered at the address aforementioned. A notice  Martin Peres committed Nov 10, 2013 94 95 96 97 98 99 100 101 102 103 104 105 106 107 108 109 110 111 112 113 114 115 116 117 118 119 120 121 122 123 124 125 126 127 128 129 130 131 132 133 134 135 136 137 138 139 140 141 142 143 144 145 146  sent by any means of e-mail, facsimile or recorded communication shall be deemed to have been given when sent and a notice so mailed by prepaid ordinary mail or airmail shall be deemed to be received ten business days after mailing; \item Email shall be considered the default form of notice for X.Org. Other forms as described above may be used at the discretion of the Secretary; \item In computing the date when notice must be given under any provision requiring a specified number of days' notice of any meeting or other event, the date of giving the notice shall be included and the date of the meeting or other event shall be excluded; \item In computing the hour when notice must be given under any provision requiring a specified number of hours' notice of any meeting or other event, the hour of giving the notice shall be included and the hour of the meeting or other event shall be excluded; \item The accidental omission to give any notice to any member or the non-receipt of any error in any notice, or any error in any notice not affecting the substance thereof shall not invalidate any action taken at any meeting held pursuant to such notice or otherwise founded thereon; and \item Any member may waive any notice required to be given to him under any provision of the Act or the By-laws and such waiver, whether given before or after the meeting or other event of which notice is required to be given, shall cure any default in giving such notice. \end{enumerate} \article{MEMBERS} \section{Membership} The Members of X.Org shall be designated as Members in good standing who have executed a Membership Agreement and who have elected to actively participate in the activities of X.Org. \section{Membership Agreement} Additional requirements and rights of membership are specified in the Membership Agreement. The Membership Agreement may be repealed or amended as defined by the Special Voting Requirements in section \ref{section_voting_requirements}. \section{Relationship to Membership Agreement} Where any provision of these By-laws is found to be in contradiction to the Membership Agreement, these By-laws will be held to be the correct interpretation for the transaction of X.Org affairs. \section{Qualifications for Membership} In order to qualify as a Member, a person must, at the time of their application and during the tenure of their membership: \begin{enumerate}[(i)\hspace{.2cm}]  Martin Peres committed Feb 27, 2015 147 148 149 150  \item Be actively involved in the activities relating to the technologies of X.Org as set forth in the Membership Agreement and who, in the consideration of the Board, supports the objects, purposes, aims and objectives of X.Org; and  Martin Peres committed Nov 10, 2013 151   Martin Peres committed Nov 15, 2013 152  \item Maintain current and accurate contact information as may be needed  Martin Peres committed Nov 10, 2013 153 154 155 156 157 158 159 160 161 162 163 164 165 166 167 168 169 170 171 172 173 174 175  for delivery of Notices. \end{enumerate} \section{Member Declaration of Affiliations} It shall be the duty of all individual Members at the time of application for membership, and at any time there is a change of circumstances for the Member during their membership in X.Org, to declare any relevent affiliation to a company or other institution. \section{Notification} The Secretary shall promptly notify each member upon his admission to membership in X.Org. \section{Transfer of Membership} Membership in X.Org is not transferable and ceases upon the death or withdrawal of the Member. \section{Revocation of Membership} Any Member may be expelled from X.Org for good cause by a seventy-five percent (75\%) majority vote of the Board. Good cause shall be determined by the board and shall include, among other causes, the following: \begin{enumerate}[(i)\hspace{.2cm}]  Martin Peres committed Nov 15, 2013 176  \item A breach of any of the terms and conditions of the By-laws or any  Martin Peres committed Nov 10, 2013 177 178 179  agreement with X.Org, which the Member in question is a party to or bound by;  Martin Peres committed Nov 15, 2013 180  \item A failure to observe any of the rules or regulations of X.Org or  Martin Peres committed Nov 10, 2013 181 182 183 184  the operational requirements of X.Org and after having received 30 days' notice of such failure, the failure to rectify his behavior or procedures to the satisfaction of the Board;  Martin Peres committed Nov 15, 2013 185  \item A finding by the Board that the Member in question permitted or  Martin Peres committed Nov 10, 2013 186 187 188  tolerated a criminal act by its or his agents or employees involving the use or abuse of X.Org or the Equipment;  Martin Peres committed Nov 15, 2013 189  \item A failure to carry out such duties or responsibilities as are  Martin Peres committed Nov 10, 2013 190 191 192  necessary and are his responsibility and within his powers for the maintenance or preservation of X.Org; and  Martin Peres committed Nov 15, 2013 193  \item A finding by the Board that the Member supplied false information  Martin Peres committed Nov 10, 2013 194 195 196 197 198 199 200 201 202 203 204 205 206 207 208 209 210 211 212 213 214 215 216 217 218 219 220 221 222 223 224 225 226 227 228 229 230 231 232 233 234 235 236 237 238 239 240 241 242 243 244 245 246 247 248 249 250 251 252 253 254 255 256 257 258 259 260 261 262 263 264 265 266 267 268 269 270 271 272 273 274 275 276 277 278 279 280 281 282 283 284 285  when executing the Membership Agreement. \end{enumerate} No resolution for expulsion shall be put before the Board until after the Member in question has been notified of the cause and afforded an opportunity for a hearing before the Board. The Board shall notify the Member in question of the reason for the expulsion and of the time and place of the meeting of the Board at which the Member will be heard. Such notice shall be given at least two (2) weeks prior to such meeting, and the meeting will be limited in attendance to only the Board and the Member should the Member request it. The Secretary of the Board will publish to the Members a summary of the Meeting and any Resolutions voted upon. \section{Resignation of Membership} A Member's resignation will be effective upon delivery of a written letter or electronic communication of resignation to the Secretary of X.Org. \section{Termination of Membership} Membership in X.Org terminates automatically upon the happening of any of the following events: \begin{enumerate}[(i)\hspace{.2cm}] \item If the Members fails to renew his membership within 30 days of receiving notification requesting renewal; \item If the Member is expelled from X.Org pursuant to the By-laws; or \item If the Member resigns, following the process described above, as a Member of X.Org. \end{enumerate} \section{Liability of Terminated Members} A Member whose membership is terminated: \begin{enumerate}[(i)\hspace{.2cm}] \item Shall have no further rights after the effective date of termination; and \item Shall deliver any Equipment or other assets in his possession and transfer title to any such Equipment or other assets free of encumbrance, to such party or parties as are designated in accordance with a direction from the Secretary and shall discharge in full his share of the outstanding liabilities of X.Org as of the date of termination. \end{enumerate} \section{Member Declaration of Interest} It shall be the duty of every Member who is in any way, whether directly or indirectly, interested in a contract or arrangement or proposed contract or proposed arrangement with X.Org, to declare such interest and to refrain from voting in respect of the contract or arrangement or proposed contract or proposed arrangement. \article{MEMBERSHIP MEETINGS} \section{Annual Meeting} An annual meeting of the Members shall be held each year at a time, place and date determined by the Members, for the purpose of: \begin{enumerate}[(i)\hspace{.2cm}] \item Receiving the reports and statements required by the Act and the By-laws to be placed before the Members at an annual meeting; and \item Transacting any other business properly brought before the meeting. \end{enumerate} \section{Special Meetings} The Board may at any time call a special meeting of the Members for the transaction of any business, the special nature of which is specified in the notice calling the meeting. \section{Notice of Meetings} Notice of the time, place and date of meetings of the Members and the specific nature of the business to be transacted shall be given at least 21 days before the date of the meeting to each Member. \section{Meetings without Notice} A meeting of the Members may be held at any time and place without notice if all the Members entitled to vote thereat are present in person or waive notice of, or otherwise consent to, such meeting being held, and at such meeting any matters may be considered which may be transacted at a meeting of the Members. \section{Persons Entitled to Participate} The only persons entitled to participate in a meeting of the Members shall be Members and others who, although not entitled to vote, are entitled or required under any provision of the Act or By-laws to participate in the meeting. Any other individual may be allowed to participate only on the invitation of the Board of X.Org. \section{Right to Vote}  Martin Peres committed Feb 27, 2015 286 Every Member shall be entitled to vote at any meeting of the Members.  Martin Peres committed Nov 10, 2013 287 288  \section{Voting Generally}  Martin Peres committed Feb 27, 2015 289 All questions properly submitted before a meeting of the Members shall be decided  Martin Peres committed Nov 10, 2013 290 291 292 293 294 295 296 297 298 299 300 by a majority of all eligible votes cast. For the purposes of calculating percentages in votes, votes of "abstention" will be excluded. \section{Special Voting Requirements} \label{section_voting_requirements} No resolution of the Board or of the Members dealing with any of the following matters shall be effective unless and until such resolution is approved by a two-thirds majority vote of the Members: \begin{enumerate}[(i)\hspace{.2cm}]  Martin Peres committed Nov 15, 2013 301  \item Any amendment or supplement of the By-laws;  Martin Peres committed Nov 10, 2013 302   Martin Peres committed Feb 27, 2015 303 304  \item Any action which may lead to, or result in, a material change in the nature of the business of X.Org;  Martin Peres committed Nov 10, 2013 305   Martin Peres committed Nov 15, 2013 306  \item The entering into of an amalgamation, merger or consolidation with  Martin Peres committed Nov 10, 2013 307 308  any other corporate body;  Martin Peres committed Nov 15, 2013 309  \item The entering into of any agreement other than in the ordinary  Martin Peres committed Nov 10, 2013 310 311  course of X.Org's business;  Martin Peres committed Feb 27, 2015 312  \item The distribution of substantially all of X.Org assets;  Martin Peres committed Nov 10, 2013 313   Martin Peres committed Nov 15, 2013 314  \item The termination or dissolution of X.Org; or  Martin Peres committed Nov 10, 2013 315   Martin Peres committed Nov 15, 2013 316  \item Any amendment or supplement of the Membership Agreement.  Martin Peres committed Nov 10, 2013 317 318 319 320 321 322 323 324 \end{enumerate} \section{Conduct of Meetings} X.Org recognizes that its Members are located throughout the world, and as such the holding of meetings in a single physical location attended by a significant number of the Members is impractical. For the purposes of these By-Laws, a Meeting shall be considered to be a fixed period of time in which the business of X.Org and its Members is conducted. Communication at the meeting shall be  Martin Peres committed Feb 27, 2015 325 conducted electronically using, but not limited to: telephone, e-mail, Internet  Martin Peres committed Nov 10, 2013 326 327 328 329 330 331 332 333 334 335 336 337 338 339 340 341 342 343 344 345 346 347 348 349 350 351 352 353 354 355 356 357 358 359 360 361 362 363 364 365 366 367 368 369 Relay Chat, message forums and electronic audio or video transmissions. \begin{enumerate}[(i)\hspace{.2cm}] \item Motions to be considered at a Meeting, including all supporting documentation, shall be presented to the Secretary at least 72 hours prior to the meeting. The Secretary shall present all motions, including the online location of all suporting documentation, to be considered to the Members at least 48 hours prior to the meeting. \item Discussion of a motion shall be open for at least 72 hours following the presentation of the motion to the Members to ensure all Members have adequate opportunity to participate. Discussion may continue beyond 72 hours. Discussion of a motion shall be closed by the Secretary at his discretion after all relevant discussions has concluded. The discussion shall be considered closed 24 hours after the Secretary's declaration if no reasonable objections are raised. \item Voting on motions shall be performed electronically. Ballots shall remain open for at least 24 hours. The beginning and ending times of the ballot shall be clearly communicated to the Members at least 24 hours prior to the opening of the ballot. Results of a ballot shall be communicated by the Secretary using all forms of communications that were in use for the Meeting as is practical as determined by the Board. \end{enumerate} Meetings may be held in other forms or schedules if all Members consent. \section{Informal Gatherings} Decisions made at informal gatherings shall be non-binding until ratified by a motion at an Annual or Special meeting of the Members. \section{Quorum} A quorum for the transaction of business at any meeting of the Members shall be twenty-five percent (25\%) of the Members entitled to vote thereat. Quorum shall be calculated separately for each motion that is put to a vote of the Members. \section{Adjournment} Any meeting of the Members, whether or not a quorum is present, may be adjourned from time to time and from place to place by the affirmative vote of a majority of the Members present. \article{BOARD OF DIRECTORS AND OFFICERS} \section{Powers}  Martin Peres committed Nov 11, 2013 370 371 372 373 The Board operates within the boundaries given by the legal entity that represents the Foundation, SPI\footnote{Software in the Public Interest: \url{http://www.spi-inc.org/}}.\\  Martin Peres committed Nov 10, 2013 374 The Board shall possess and may exercise (subject to limitations imposed by the  Martin Peres committed Nov 11, 2013 375 Act, SPI or otherwise by law) all the powers and responsibilities required to  Martin Peres committed Nov 10, 2013 376 377 378 379 380 381 382 383 conduct the business and affairs of X.Org. Without limiting the generality of the foregoing, the Board shall have the authority to: \begin{enumerate}[(i)\hspace{.2cm}] \item Establish, empower and dissolve committees and working groups as it sees fit for the purpose of conducting the business and affairs of X.Org;  Martin Peres committed Nov 15, 2013 384  \item Promulgate such rules and regulations as may be necessary or  Martin Peres committed Nov 10, 2013 385 386  desirable for the operation of X.Org;  Martin Peres committed Nov 15, 2013 387  \item Be responsible for the enhancement of the public image of X.Org;  Martin Peres committed Nov 10, 2013 388   Martin Peres committed Nov 15, 2013 389  \item Determine the programs and activities of X.Org within the purposes  Martin Peres committed Nov 10, 2013 390 391  set forth in Article 0;  Martin Peres committed Nov 15, 2013 392  \item Protect the use of the X.Org name and associated logos;  Martin Peres committed Nov 10, 2013 393   Martin Peres committed Nov 15, 2013 394  \item Ensure effective organizational planning for X.Org;  Martin Peres committed Nov 10, 2013 395   Martin Peres committed Nov 15, 2013 396  \item Conduct annual elections for the representatives of the Board of  Martin Peres committed Nov 10, 2013 397 398  Directors;  Martin Peres committed Nov 15, 2013 399  \item Act as a court of appeal for any issues raised by the Membership  Martin Peres committed Nov 10, 2013 400 401  of X.Org; and  Martin Peres committed Nov 15, 2013 402  \item Assess its own annual performance and report the results of the  Martin Peres committed Nov 10, 2013 403 404 405  assessment to the Members. \end{enumerate}  Martin Peres committed Nov 11, 2013 406 407 408 409 410 411 412 Some powers are held by SPI only and shall not be possessed nor exercised by the Board. These powers include: \begin{enumerate}[(i)\hspace{.2cm}] \item Holding funds or intangible assets (trademarks or other Intellectual Property);  Martin Peres committed Nov 15, 2013 413  \item Accepting donations or assets valued at over \\$300;  Martin Peres committed Nov 11, 2013 414   Martin Peres committed Nov 15, 2013 415  \item Transfering funds or assets without the consent of SPI; and  Martin Peres committed Nov 11, 2013 416   Martin Peres committed Nov 15, 2013 417  \item Signing contracts (see \ref{section_entering_contracts}).  Martin Peres committed Nov 11, 2013 418 419 \end{enumerate}  Martin Peres committed Feb 20, 2015 420 SPI: Are those potential services or requirements?  Martin Peres committed Nov 11, 2013 421   Martin Peres committed Nov 10, 2013 422 423 424 425 426 427 428 429 430 431 432 433 434 435 436 437 \section{Constitution} The Board shall consist of no more than eight (8) Directors, who are current Members, elected by the Membership. No more than two (2) Members who have declared company affiliations with the same company or institution as required by Section 4 of Article 2 may serve as Directors at any given time. \section{Annual Elections} Annual elections will be held at a Meeting of the Members to elect Directors so as to bring the total number of Directors to eight (8). The four (4) Members receiving the highest vote totals from the annual election will be considered an elected Director and each such Director will hold office for a term of two (2) years. If more than four (4) Directors are required to bring the total number of Directors to eight (8), then each of the Members receiving the next highest vote totals from the annual election required to bring the total number of Directors to eight (8) will be considered an elected Director and each such Director will hold office for a term of one (1) year.  Martin Peres committed Nov 11, 2013 438   Martin Peres committed Nov 10, 2013 439 440 441 442 443 444 445 446 447 448 449 450 451 452 453 454 455 456 457 458 459 460 461 462 463 464 465 466 467 468 469 470 471 472 473 474 475 476 477 478 479 480 481 482 483 484 485 486 487 488 489 490 491 492 493 494 495 496 497 498 499 500 501 502 503 \section{Special Elections} Special elections are defined to be the same as Annual Elections, with the following exceptions: \begin{enumerate}[(i)\hspace{.2cm}] \item Special Elections may be held at any time when a vacancy exists unless the time of the Special election would fall within the one (1) months prior to the Annual Election; and \item Regardless of the number of Directors required to bring the total number of Directors to eight (8), the Director elected in a Special Election will hold office for a term of time until the next Annual Election. \end{enumerate} \section{Resignation} A Director may resign at any time by delivering notice to the Board or to the Secretary of X.Org in either electronic or written form. The resignation is deemed to take effect immediately upon receipt by the Board or Secretary of X.Org. \section{Terminations} At any time and from time to time, the Board may remove any Director with a two-thirds (2/3) vote of the Directors. The Director who is the subject of the removal action shall be entitled to participate in the meeting where the vote shall take place, but shall not be entitled to vote on such an action or be counted as a voting member of the Board when calculating the two-thirds (2/3) vote. When multiple Directors are the subject of a removal action, each will be considered separately and each vote to remove a Director shall be a separate vote. The termination of a Director may be with or without cause. \section{Vacancy} Vacancies of Director positions may arise from time to time and may be due to death, resignation, termination, completion of elected term or lack of electable candidates. Vacancies may be filled by Annual Elections or Special Elections of Directors. In the event the board has 4 or fewer Directors, no new business may be conducted until the vacancies are filled. The board may continue to conduct business, however, as necessary to satisfy existing obligations. If at any time, subject to the limits in 4.4.(i), there exists two (2) or more vacancies of Director positions on the Board, a Special Election shall be held. \section{Procedures} The Board shall have power to fix its own rules of procedure from time to time. The Board shall keep minutes of its meetings in which shall be recorded all action taken by it, and at least a summary thereof shall be submitted to the Members at least annually. \section{Quorum} No business may be transacted by the Board except at a meeting of the directors at which a quorum of the board is present. A Quorum of the board shall be defined as a majority of the full Board of Directors. \section{Annual Meeting} An Annual Meeting of the Board shall take place at a time and place designated by the Board. The purpose of the Annual Meeting shall be to conduct the business of the organization, including but not limited to: appointing Officers and organizing the Annual Election of Directors. \section{Special Meetings} Special Meetings of the Board shall take place as deemed necessary by the majority of the Directors. The purpose of such meetings shall be to conduct the business of the organization. \section{Participation in Meetings} Annual and Special Meetings of the Board may be held in person or by such means  Martin Peres committed Feb 27, 2015 504 505 as telephone, electronic or other communication facilities as permit all persons participating in the meeting to communicate with each other simultaneously and  Martin Peres committed Nov 10, 2013 506 507 508 509 510 511 512 instantaneously, and persons participating in such a meeting by such means shall be deemed present at that meeting. \section{Notice of Meetings} Notice of Annual or Special Meetings of the Board held in person shall be delivered to the Directors by the Secretary no less than one (1) month prior to the meeting. Notice of Annual or Special Meetings of the Board held by any  Martin Peres committed Feb 27, 2015 513 means other than in person as described in Section 12 of Article 4 shall be  Martin Peres committed Nov 10, 2013 514 515 516 517 518 519 520 521 522 523 524 525 526 527 528 529 530 531 532 533 534 535 536 537 538 539 540 541 delivered to the Directors by the Secretary no less than twenty-four (24) hours prior to the meeting. \section{Voting} Unless otherwise required by these By-laws, questions arising at any meeting of the Board shall be decided by a majority vote of the full Board of Directors. Each Board member is authorized to exercise one vote. At all meetings of the Board, a question shall be resolved by poll only if required by the Secretary or requested by any Board member. A declaration by the Secretary that a resolution has been carried and an entry to that effect in the minutes is conclusive evidence of the fact without proof of the number or proportion of votes recorded in favor of or against the resolution. \section{Other Members Present} Each Member shall be entitled to speak but not to vote at any meeting of the Board at which that person is present. Procedures for inviting of Members to appear at any meeting of the Board shall be determined by resolution of the Board. \section{Committees} The Board from time to time may appoint such committee or committees as it deems necessary or appropriate for such purposes and with such powers as it shall see fit. The Chair of any such committee or committees shall be a Member of X.Org. Any such committee may formulate its own rules of procedure, subject to the approval, regulations or directions such as the Board may from time to time make. \section{Remuneration}  Martin Peres committed Nov 15, 2013 542 The Board of Directors and Officers of X.Org shall receive no compensation,  Martin Peres committed Nov 10, 2013 543 544 545 546 547 548 549 550 551 552 553 554 555 556 557 558 559 560 561 562 563 564 565 566 567 568 569 570 571 572 573 574 575 576 577 578 579 either directly or indirectly, for acting as such and shall not receive, either directly or indirectly, any profit from their office. Expenses arising from normal Director or Officer duties shall be considered for reimbursement by the Board. \section{Requirements} The Board shall produce the following statements to the Members annually within sixty (60) days of the end of the fiscal year or as required by the Act or other law: \begin{enumerate}[(i)\hspace{.2cm}] \item Annual financial report, prepared by the Treasurer and approved by the Board; and \item Annual State of the Organization report, prepared by the Secretary and approved by the Board. \end{enumerate} \section{Officers} The offices of Secretary of X.Org and Treasurer of X.Org shall be required to exist at all times. Additional offices may be created or eliminated as needed by resolution of the Board. The Officers holding each office shall be appointed from the current Members of X.Org and approved by resolution of the Board at its Annual Meeting or as required when office vacancies exist. Officers will serve for a term of one (1) year or until the next Annual Meeting of the Board, whichever comes first. \section{Leaving office} An Officer may leave his office for a number of reasons, including but not limited to: \begin{enumerate}[(i)\hspace{.2cm}] \item An Officer may resign at any time by delivering notice to the Board in either electronic or written form. The resignation is deemed to take effect immediately upon receipt by the Board; \item At any time and from time to time, the Board may removed any  Martin Peres committed Feb 27, 2015 580  Officer, with or without cause, by a majority vote. The Officer shall  Martin Peres committed Nov 10, 2013 581  be entitled to participate in the discussion of the reasons for removal.  Martin Peres committed Feb 27, 2015 582  If the Officer is also a Director, he shall not be entitled to vote on  Martin Peres committed Nov 10, 2013 583 584 585 586 587 588 589 590 591 592 593 594 595 596  the removal action or be counted as a voting member of the Board when calculating the majority vote; and \item An office, other than Secretary or Treasurer, may be eliminated by resolution of the Board and the Officer holding the eliminated position will be required to leave his office. \end{enumerate} Upon leaving office, the Officer shall transfer any Equipment, Records or other assets of X.Org required to perform his duties to such party or parties as are designated by the Board. \section{Duties of Officers}  Martin Peres committed Feb 27, 2015 597 The duties of these Officers shall be carried out in accordance with the  Martin Peres committed Nov 10, 2013 598 599 600 601 602 procedures descibed in these bylaws and other resolutions enacted by the board. The duties of Secretary shall include, but not be limited to: \begin{enumerate}[(i)\hspace{.2cm}]  Martin Peres committed Nov 15, 2013 603  \item Keeping the minutes and records of X.Org in one or more books  Martin Peres committed Nov 10, 2013 604 605  provided for that purpose;  Martin Peres committed Nov 15, 2013 606  \item Seeing that all notices are duly given and served to Members of  Martin Peres committed Nov 10, 2013 607 608  X.Org;  Martin Peres committed Nov 15, 2013 609  \item Be the official custodian of the records and seal of X.Org;  Martin Peres committed Nov 10, 2013 610   Martin Peres committed Nov 15, 2013 611  \item Maintain and keep the Board aprised of a list of all legal,  Martin Peres committed Nov 10, 2013 612 613  contractual and fiduciary obligations of X.Org;  Martin Peres committed Nov 15, 2013 614  \item Submiting to the Board any communications or notifications which  Martin Peres committed Nov 10, 2013 615 616  are addressed to the Secretary of X.Org;  Martin Peres committed Nov 15, 2013 617  \item Giving due notice of all meetings as directed by these By-laws;  Martin Peres committed Nov 10, 2013 618   Martin Peres committed Nov 15, 2013 619  \item Preparing an annual report on the State of the Organization; and  Martin Peres committed Nov 10, 2013 620   Martin Peres committed Feb 27, 2015 621  \item Carry out other such duties incident to his office as the Board  Martin Peres committed Nov 10, 2013 622 623 624 625 626 627  may assign. \end{enumerate} The duties of the Treasurer shall include, but not limited to: \begin{enumerate}[(i)\hspace{.2cm}]  Martin Peres committed Nov 15, 2013 628  \item Receiving and giving receipts for all monies due or belonging to  Martin Peres committed Nov 11, 2013 629  X.Org as a proxy between the treasurer of SPI and the Board;  Martin Peres committed Nov 10, 2013 630   Martin Peres committed Nov 15, 2013 631  \item Accounting for dispersement of the monies of X.Org and record such  Martin Peres committed Nov 10, 2013 632 633  information in the books provided for that purpose;  Martin Peres committed Feb 27, 2015 634  \item Rendering at regular intervals, that the Board shall determine, a  Martin Peres committed Nov 10, 2013 635 636  written account of the finances of X.Org;  Martin Peres committed Nov 15, 2013 637  \item Making available the books at all times for inspection by the  Martin Peres committed Nov 11, 2013 638 639  Board;  Martin Peres committed Nov 15, 2013 640  \item Tracking the state of every monetary transaction to make sure  Martin Peres committed Nov 11, 2013 641  they have been completed successfully by SPI; and  Martin Peres committed Nov 10, 2013 642   Martin Peres committed Feb 27, 2015 643  \item Carrying out other such duties incident to his office as the  Martin Peres committed Nov 10, 2013 644 645 646 647 648  Board may assign. \end{enumerate} \article{PROTECTION OF DIRECTORS AND OFFICERS}  Martin Peres committed Nov 11, 2013 649 650 SPI: How should we change this article? Do you have any policy on this topic?  Martin Peres committed Nov 11, 2013 651 652 653 SPI has access to legal counsel which the board may consult on behalf of the project, at the discretion of the board.''  Martin Peres committed Nov 10, 2013 654 To the fullest extent permitted by the General Corporation Law of the State of  Martin Peres committed Nov 11, 2013 655 Delaware, as the same exists or may hereafter be amended, a director of the  Martin Peres committed Nov 10, 2013 656 657 658 659 660 661 662 663 664 665 666 667 668 669 670 671 672 673 674 675 676 677 678 679 680 681 682 corporation shall not be personally liable to the corporation or its members for monetary damages for breach of fiduciary duty as a director. \section{Right to Indemnification} Each person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit, or proceeding, whether civil, criminal, administrative, or investigative (other than an action by or in the right of the corporation) by reason of the fact that he or she is or was a Director or Officer of the corporation or is or was serving at the request of the corporation as a director, officer, employee, or agent of another corporation, partnership, joint venture, trust, or other enterprise, shall be entitled to indemnification against expenses (including attorneys' fees), judgments, fines, and amounts paid in settlement to the fullest extent now or hereafter permitted by applicable law as long as such person acted in good faith and in a manner that such person reasonably believed to be in or not be opposed to the best interests of the corporation provided, however, that the corporation shall indemnify any such person seeking indemnity in connection with an action, suit or proceeding (or part thereof) initiated by such person only if such action, suit or proceeding (or part thereof) was authorized by the Board of Directors. \section{Advance Payment of Expenses} Expenses (including reasonable attorneys' fees) incurred by any person who is or was an Officer, Director of the corporation or who is or was serving at the request of the corporation as an officer or director of another corporation, partnership, joint venture, trust or other enterprise, in defending any civil, criminal, administrative or investigative action, suit or proceeding, shall be  Martin Peres committed Feb 27, 2015 683 paid by X.Org in advance of the final disposition of such action, suit  Martin Peres committed Nov 10, 2013 684 685 686 687 688 689 690 691 692 693 694 695 696 697 698 699 700 701 702 703 704 705 706 707 or proceeding upon receipt of an undertaking by or on behalf of such person to repay such amount if it is ultimately determined that he or she is not entitled under applicable law to be indemnified by the corporation. \article{TRANSACTION OF THE AFFAIRS OF X.ORG} \section{Financial Year} The financial year of X.Org shall end on the 31st day of December in each year. \section{Checks, Drafts, Notes, etc} All checks, drafts or orders for the payment of money and all notes and acceptances and bills of exchange above a minimum set by a resolution of the Board shall be approved by the Board. \section{Books and Records} The Board shall see that all necessary books and records of X.Org required by the By-laws or by any applicable law are regularly and properly kept. \section{Banking Arrangements} The Board shall designate, by resolution, the following items pertaining to the banking arrangements of X.Org: \begin{enumerate}[(i)\hspace{.2cm}]  Martin Peres committed Feb 27, 2015 708  \item The monies of X.Org shall be deposited to, and drawn from, the  Martin Peres committed Nov 11, 2013 709 710  treasurer of SPI who reserves himself the right to refuse a transaction if said transaction doesn't follow the rules set by SPI;  Martin Peres committed Nov 10, 2013 711   Martin Peres committed Nov 15, 2013 712  \item The monies shall be drawn from SPI only by check or other order  Martin Peres committed Nov 11, 2013 713  for payment after the approval of the Board of Directors;  Martin Peres committed Nov 10, 2013 714 715 716 717 718 719 720 \end{enumerate} \section{Borrowing by X.Org} Subject to the limitations set out in the Act or in applicable law or in the By-laws, neither the Directors nor the Officers of X.Org may borrow money on the credit of X.Org.  Martin Peres committed Nov 11, 2013 721 722 SPI: I guess this is also not allowed if we were to merge with you?  Martin Peres committed Nov 10, 2013 723 \section{Entering into Contracts}  Martin Peres committed Nov 11, 2013 724 \label{section_entering_contracts}  Martin Peres committed Nov 10, 2013 725 726 727 728 The Board shall approve, by resolution, any and all contracts entered into by X.Org. To avoid potential conflict of interests, any Contract entered into by X.Org in which a Member has an interest shall have fair and reasonable terms and conditions equivalent to such terms and conditions as would exist if the  Martin Peres committed Nov 11, 2013 729 730 731 732 733 Contract were being entered into with a non-Member. SPI is however the only entity habilitated to sign contracts, when mandated by the Board. SPI: Is this true? Does the board requires to contact you to sign a contract or do you provide that as a non-mandatory service?  Martin Peres committed Nov 10, 2013 734 735 736 737 738 739 740 741 742 743 744 745 746 747  \section{Non-Profit Statement} X.Org is organized exclusively for scientific and educational purposes within the meaning of Section 501(c)(3) of the 1986 Internal Revenue Code. \article{AMENDMENT} These By-law may be altered, amended or repealed by an affirmative vote of at least two-thirds (2/3) of the Members of X.Org. ENACTED as a By-law by the Members of X.Org at a meeting duly called and regularly held and at which a quorum was present on the 22nd September 2003. \end{document}