Commit 5c0c648b authored by Martin Peres's avatar Martin Peres

SPI: initial update in view of the merge

parent 80e33024
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......@@ -4,7 +4,7 @@
\begin{document}
\title{BYLAWS of the X.Org Foundation}
\maketitle
\date{November 10, 2006}
\date{}
BE IT ENACTED AND IT IS HEREBY ENACTED as a By-law of the X.Org Foundation
(hereinafter called "X.Org") as follows:
......@@ -34,6 +34,8 @@ otherwise requires:
of 1993 of the United States and any Act that may hereafter be
substituted therefore, as from time to time amended;
\item "Foundation" means the X.Org Foundation;
\item “Director” means a member that has been elected to serve on the
Board of Directors;
......@@ -243,7 +245,6 @@ 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:
......@@ -365,8 +366,12 @@ of the Members present.
\article{BOARD OF DIRECTORS AND OFFICERS}
\section{Powers}
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/}}.\\
The Board shall possess and may exercise (subject to limitations imposed by the
Act or otherwise by law) all the powers and responsibilities required to
Act, SPI or otherwise by law) all the powers and responsibilities required to
conduct the business and affairs of X.Org. Without limiting the generality of
the foregoing, the Board shall have the authority to:
......@@ -375,7 +380,7 @@ the foregoing, the Board shall have the authority to:
it sees fit for the purpose of conducting the business and affairs of
X.Org;
\item Promulgate such rules and regulations as may be necessary or
\item promulgate such rules and regulations as may be necessary or
desirable for the operation of X.Org;
\item be responsible for the enhancement of the public image of X.Org;
......@@ -397,6 +402,22 @@ the foregoing, the Board shall have the authority to:
assessment to the Members.
\end{enumerate}
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);
\item accepting donations or assets valued at over \$300;
\item transfering funds or assets without the consent of SPI; and
\item signing contracts (see \ref{section_entering_contracts}).
\end{enumerate}
SPI: ARE THOSE POTENTIAL SERVICES OR REQUIREMENTS?
\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
......@@ -413,6 +434,7 @@ 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.
\section{Special Elections}
Special elections are defined to be the same as Annual Elections, with the
following exceptions:
......@@ -603,8 +625,7 @@ The duties of the Treasurer shall include, but not limited to:
\begin{enumerate}[(i)\hspace{.2cm}]
\item receiving and giving receipts for all monies due or belonging to
X.Org and deposit such monies into to the bank or trust company as
directed by the Board;
X.Org as a proxy between the treasurer of SPI and the Board;
\item accounting for dispersement of the monies of X.Org and record such
information in the books provided for that purpose;
......@@ -613,7 +634,10 @@ The duties of the Treasurer shall include, but not limited to:
written account of the finances of X.Org;
\item making available the books at all times for inspection by the
Board; and
Board;
\item tracking the state of every monetary transaction to make sure
they have been completed successfully by SPI; and
\item carrying out other such duties incident to histhe office as the
Board may assign.
......@@ -621,8 +645,10 @@ The duties of the Treasurer shall include, but not limited to:
\article{PROTECTION OF DIRECTORS AND OFFICERS}
SPI: How should we change this article? Do you have any policy on this topic?
To the fullest extent permitted by the General Corporation Law of the State of
Delaware, as the same exists or may hereafter be amended, a director of the
Delaware, as the same exists or may hereafter be amended, a director of the
corporation shall not be personally liable to the corporation or its members for
monetary damages for breach of fiduciary duty as a director.
......@@ -675,21 +701,12 @@ The Board shall designate, by resolution, the following items pertaining to the
banking arrangements of X.Org:
\begin{enumerate}[(i)\hspace{.2cm}]
\item the monies of X.Org shall be deposited in the name of the
organization in an account specifically for the organization with the
bank or trust company that the Board has designated as X.Org's banker;
\item the monies of X.Org shall be deposited to and drawn from the
treasurer of SPI who reserves himself the right to refuse a transaction
if said transaction doesn't follow the rules set by SPI;
\item the monies shall be drawn from such accounts only by check or
other order for payment signed by at least two such persons and in such
manner as determined by resolution of the Board of Directors;
\item any agreement relating to any banking business shall be executed
and the rights and powers of the parties thereto shall be defined by the
Board of Directors; and
\item any officer of the bank to do any act or thing on X.Org's behalf
to facilitate the banking business shall be so authorized by resolution
of the Board.
\item the monies shall be drawn from SPI only by check or other order
for payment after the approval of the Board of Directors;
\end{enumerate}
\section{Borrowing by X.Org}
......@@ -697,12 +714,19 @@ 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.
SPI: I guess this is also not allowed if we were to merge with you?
\section{Entering into Contracts}
\label{section_entering_contracts}
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
Contract were being entered into with a non-Member.
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?
\section{Non-Profit Statement}
X.Org is organized exclusively for scientific and educational purposes within
......
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