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Bylaws were converted to reStructuredText This translation allows further modifications. We intend to change the bylaws and this conversion shall facilitate making diffs and theme the resulting documents more easily, i.e. HTML with CSS or LaTeX. This is intended to be the conversion of the current bylaws in PDF format. Unfortunately, the source of the PDF is not available, hence we needed to convert from the binary PDF.
2012-11-07 13:20:51 +00:00
.. class:: centered
:hugeuppercase:`Bylaws of GNOME Foundation`
:raw-latex:`}\\% There's weird behaviour in docutils, i.e. every paragraph would get centered on its own`
Initially Adopted on March 16, 2001.
As Amended on April 5, 2002.
Name
==================================================================
The name of the Corporation shall be Gnome Foundation (the "**Corporation**"), a California
Nonprofit Public Benefit Corporation.
Offices
==================================================================
Principal Office
-----------------------------------------
The principal office for the transaction of business of the Corporation shall be determined
and may be changed from time to time by the Board of Directors (the "**Board**").
Other Offices
-----------------------------------------
The Board may at any time establish branch or subordinate offices at any place or places
where the Corporation is qualified to do business.
Objectives
==================================================================
The objectives of the Corporation shall be as stated in the Articles of Incorporation.
Specifically, the objectives shall include charitable and educational purposes within the meaning of
Section 501(c)(3) of the Internal Revenue Code of 1986, as amended (the "**Internal Revenue
Code**"), or the corresponding provision of any future United States internal revenue law.
Nonpartisan Activities
==================================================================
The Corporation has been formed under the California Nonprofit Public Benefit Corporation
Law (the "**CNPBCL**") for the purposes described above, and it shall be nonprofit and nonpartisan.
No substantial part of the activities of the Corporation shall consist of lobbying or propaganda, or
otherwise attempting to influence legislation, except as provided in Section 501(h) of the Internal
Revenue Code, and the Corporation shall not participate or intervene in (including publishing or
distributing statements) any political campaign on behalf of any candidate for public office except as
provided in Section 501(h) of the Internal Revenue Code.
The Corporation shall not, except in an insubstantial degree, engage in any activities or
exercise any powers that are not in furtherance of the purposes described above.
Dedication of Assets
==================================================================
The properties and assets of the Corporation are irrevocably dedicated to charitable and
educational purposes meeting the requirements for exemption provided by Section 214 of the
California Revenue and Taxation Code. No part of the net income or assets of the Corporation, on
dissolution or otherwise, shall inure to the benefit of any private person or individual, or any member
or Director of the Corporation. On liquidation or dissolution of the Corporation, all properties and
assets and obligations shall be distributed and paid over to a nonprofit fund, foundation or
Corporation which is organized and operated exclusively for charitable and educational purposes
meeting the requirements for exemption provided by Section 214 of the California Revenue and
Taxation Code, and which has established its tax-exempt status under Section 501(c)(3) of the
Internal Revenue Code.
Membership
==================================================================
Voting Members and Qualification
-----------------------------------------
Initially, there shall be one class of voting members of the Corporation. Membership will
be determined on a case-by-case basis, at the sole discretion of the Board and Membership
Committee. Any contributor to GNOME shall be eligible for membership. A "contributor" shall be
defined as any individual who has contributed to a non-trivial improvement of the GNOME Project,
such as code, documentation, translations, maintenance of project-wide resources, or other
non-trivial activities which benefit the GNOME Project. Large amounts of advocacy or bug
reporting may qualify one as a contributor, provided that such contributions are significantly above
the level expected of an ordinary user. Contributions made in the course of employment will be
considered and will be ascribed to the individuals involved, rather than accruing to all employees of
a "contributing" corporation.
Other Classes of Membership
-----------------------------------------
. The Board may, from time to time, establish another class or classes of members, with or
without voting rights. The privileges, rights and duties of such other class or classes of members
shall be as provided by the Board, subject to the terms of the Bylaws, as amended from time to time.
The Board may thereby confer some or all of the rights of the members upon any person or persons.
If such person or persons do not have the right to vote for either: (i) the election of a Director or
Directors, on a disposition of all or substantially all of the assets of this corporation, on a merger, on
a dissolution or (ii) the selection of delegates who possess any such voting rights or (iii) changes to
the corporation's Articles of Incorporation or Bylaws, such person shall not be a member within the
meaning of Section 5056 of the Nonprofit Corporation Law of the State of California.
Honorary Nonmember Affiliates
-----------------------------------------
The Directors may designate certain persons or groups of persons as sponsors, benefactors,
contributors, advisors or friends of the Corporation or such other title as they deem appropriate. Such
persons shall serve in an honorary capacity and, except as otherwise determined by the Board, 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.
Term
-----------------------------------------
The term of membership shall be two (2) years.
Admission and Removal
-----------------------------------------
Admission or removal from membership shall be by the vote of a majority of the number of
Directors then in office.
Fees, Dues and Assessments
-----------------------------------------
The Board may determine from time to time an initial membership fee, and set such other
fees, dues and assessments for membership in the corporation as the Board, in its discretion, from
time to time determines.
Termination of Membership
-----------------------------------------
The membership of any member shall terminate upon the occurrence of any one or more of
the following:
1. **Resignation**. Any member may resign from the Corporation in writing filed with the
Secretary of the Corporation. Such resignation shall become effective upon receipt thereof.
#. **Expiration and Disqualification**. A membership issued for a period of time shall expire
when such period of time has elapsed unless the membership is renewed. In the case of
membership classifications for which qualification requirements are established, membership
of a member shall terminate upon the determination of the Board or Membership Committee
that the member no longer meets the qualification requirements for membership in the
Corporation.
#. **Removal or Suspension**. Membership shall terminate upon the determination of the Board
or Membership Committee after a hearing duly held in accordance with this Section 6(c), that
the member has failed in a material respect to observe the rules of conduct promulgated from
time to time by the Board and applicable to members, or otherwise has failed in some
material respect to merit continued membership privileges in the Corporation. In the event of
a removal or suspension of a member, the following procedures shall be implemented:
a) A notice shall be sent by prepaid, first-class, certified or registered mail to the most recent
address of the member as shown on the Corporation's records, setting forth the removal or
suspension and the reason therefore. Such notice shall be sent at least fifteen (15) days
before the proposed effective date of the removal or suspension.
#) The member being expelled or suspended shall be given an opportunity to be heard, either
orally or in writing, at a hearing to be held no fewer than five (5) days before the removal.
The hearing shall be held by the Board or Membership Committee. Any such hearing may
be held by conference telephone or similar communications equipment, so long as all
participants in the hearing can hear one another. The notice to the member of his or her
proposed removal or suspension shall state that such member is entitled, upon request, to
such hearing, shall state that a date, time and place of hearing will be established upon receipt
of request therefor, and shall state, that in the absence of such request, the effective date of
the proposed suspension or removal.
#) Following the hearing, the Board, or Membership committee, as the case may be, shall
decide whether the member should in fact be expelled, suspended, or sanctioned in some
other way. The decision of the Board or Membership Committee, as the case may be, shall
be final.
#) Any action challenging a removal or suspension of membership, including any claim
alleging defective notice, must be commenced within one year after the date of the removal
or suspension.
Reinstatement
-----------------------------------------
Suspended or expelled members may be reinstated at the discretion of the Board.
Property Rights
-----------------------------------------
No member shall have any right or interest in any of the property or assets of this
Corporation.
Nonliability
-----------------------------------------
No member shall be personally liable for the debts, liabilities, or obligations of this
Corporation.
Non-transferability
-----------------------------------------
No member may transfer for value or otherwise a membership or any right arising
therefrom, and all rights of membership shall cease upon the member's death or dissolution of this
Corporation.
Membership Meetings
==================================================================
Place of Meeting
-----------------------------------------
All meetings of members shall be held either at the principal office of the Corporation or at
any other place within or without the State of California, which may be designated by the Board
pursuant to the authority hereinafter granted to the said Board, or by the written consent of all
members entitled to vote thereat, given either before or after the meeting and filed with the Secretary
of the Corporation.
Annual Meetings and Election of Directors
-----------------------------------------
The annual meetings of members of the Corporation shall be held on the second Saturday
in November of each year at 10:00 a.m., or at any other time and place determined by the resolution
of the Board. Directors shall be elected and other proper business may be transacted at the annual
meeting of members.
Special Meetings
-----------------------------------------
Special meetings of members, for any lawful purpose, may be called at any time by the
President or by the Board. Furthermore, special meetings of the members for any lawful purpose
may be called by, upon request in writing by at least ten percent of the membership, or at least five
percent of the membership in accordancw with Article XVI, stating the business to be transacted at
the special meeting, mailed to the principal office of the Corporation, or delivered to the chairman of
the Board, the President, the Vice President or Secretary. It shall be the duty of the President to
cause notice to be given, within seven (7) days from receipt of such a request, to be held no more
than twenty (20) days after the receipt of such a request.
Notice of Meetings
-----------------------------------------
A notice of each annual meeting, written ballot for election of Directors or otherwise, if
any, and special meeting shall be given by the President or, in case of his or her failure or refusal, by
any other officer or any Director; shall specify the place, time, day and hour of the meeting or the
date on which the ballot shall be returned, if applicable; in the case of an annual meeting at which
Directors shall be elected, shall specify the names of all those who are candidates for election of
Directors at the time the notice is given, and in the case of special meetings, the nature of the
business to be transacted thereat. Such notice shall be given in writing to every member of the
Corporation who, on the record date for notice of the meeting, is entitled to vote thereat. Such notice
shall be given either personally or by sending a copy thereof by first-class mail or by telephone
communication, including a voice messaging system or other system or technology designed to
record and communicate messages, telegraph, facsimile, electronic mail, or other electronic means,
either directly to the member or to a person at the member's office who would reasonably be
expected to communicate such notice promptly to the member at least thirty (30) days prior to the
date fixed for such meeting in the case of an annual meeting and at least ten (10) days in the case of
all other meetings.
Adjourned Meetings
-----------------------------------------
Any members' meeting, annual or special, whether or not a quorum is present, may be
adjourned from time to time by the vote of a majority of the members, but in the absence of a
quorum no other business may be transacted at any such meeting. No meeting may be adjourned for
more than forty-five (45) days. It shall not be necessary to give any such notice of the time and
place of the adjourned meeting or of the business to be transacted thereat, other than by an
announcement at the meeting at which such adjournment is taken. If after the adjournment a new
record date is fixed for notice or voting, a notice of the adjourned meeting shall be given to each
member who, on the record date for notice of the meeting, is entitled to vote at the meeting.
Quorum
-----------------------------------------
At any meeting of the members, those attending in person shall constitute a quorum, except
when a larger quorum is required by law, by the Articles of Organization or by these Bylaws.
Voting
-----------------------------------------
Each voting member in good standing is entitled to one vote on each matter submitted to a
vote of the members. Voting shall be by voice vote, unless the chairman of the meeting at which
such vote takes place directs such voting to be by ballot. No single vote shall be split into fractional
votes.
Action Without Meeting by Written Ballot
-----------------------------------------
Any action which may be taken at any regular or special meeting of members may be taken
without a meeting if the Corporation distributes a written ballot to every member entitled to vote on
the matter. Such ballot shall set forth the proposed action, provide an opportunity to specify
approval or disapproval of any proposal, and provide a reasonable time within which to return the
ballot to the corporation. Approval by written ballot shall be valid only when the number of votes
cast by ballot within the time period specified equals or exceeds a quorum of the members, and the
number of approvals equals or exceeds the number of votes that would be required to approve at a
meeting at which the total number of votes cast was the same as the number of votes cast by ballot.
Record Date
-----------------------------------------
The Board may fix, in advance, a record date for the purpose of determining the members
entitled to notice of and to vote at any meeting of members, give consent to corporate action in
writing without a meeting, receive any report, receive any allotment of rights, or exercise rights in
respect to any change in membership rights or liabilities. Only members of record on the record date
are entitled to notice of and to vote at any such meeting, give consent without a meeting, receive any
reports, receive allotment of rights, or exercise the rights, as the case may be, notwithstanding any
transfer of memberships on the books of the corporation after the record date, except as otherwise
provided in the Articles of Incorporation or these Bylaws. The Board shall fix, in advance, record
dates as follows:
1. **Notice**. The record date for determination of the members entitled to notice of any meeting
of members shall not be more than ninety (90) nor less than ten (10) days before the date of
the meeting. If no record date is fixed, members at the close of business on the business day
preceding the day on which notice is given or, if notice is waived, at the close of business on
the business day preceding the day on which the meeting is held are entitled to notice of a
meeting of members shall apply to any adjournment of the meeting unless the Board fixes a
new record date for the adjourned meeting.
2. **Vote**. The record date for the purpose of determining the members entitled to vote at a
meeting of members shall not be more than sixty (60) days before the date of the meeting.
Such record date shall also apply in the case of an adjournment of the meeting unless the
Board fixes a new record date for the adjourned meeting. If no record date is fixed, members
on the day of the meeting who are otherwise eligible to vote are entitled to vote at the
meeting of members or, in the case of an adjourned meeting, members on the day of the
adjourned meeting who are otherwise eligible to vote are entitled to vote at the adjourned
meeting of members.
3. **Written Ballots**. The record date for the purpose of determining members entitled to cast
written ballots shall not be more than sixty (60) days before the day on which the first written
ballot is mailed or solicited. If no record date is fixed, members on the day of the first
written ballot is mailed or solicited who are otherwise eligible to vote are entitled to cast
written ballots.
Conduct of Meetings
-----------------------------------------
Meetings of members shall be presided over by the President of the Corporation, or in his
or her absence, by the Chairman of the Corporation, or in his or her absence, by a chairman chosen
by a majority of the members present. The Secretary of the Corporation shall act as the secretary of
all meetings of members, provided that in his or her absence the presiding officer shall appoint
another member to act as Acting Secretary of the meeting.
Directors
==================================================================
Powers
-----------------------------------------
1. **General corporate powers**. Subject to the provisions of the CNPBCL and any other
applicable laws, the business and affairs of the Corporation shall be managed, and all
corporate powers shall be exercised, by or under the direction of the Board.
2. **Specific powers**. Without prejudice to these general powers, and subject to the same
limitations, the Board shall have power to:
a) Select and remove all officers, agents and employees of the Corporation; prescribe any powers and duties for them that are consistent with law, with the Articles of Incorporation and with these bylaws; and fix their compensation.
#) Change the principal executive office or the principal business office from one location to
another; cause the Corporation to be qualified to do business in any other state, territory,
dependency or country and conduct business within or outside the State of California; and
designate any place within or outside the State of California for the holding of any members'
meeting or meetings, including annual meetings.
#) Adopt, make and use a corporate seal and alter the form of the seal.
#) Borrow money and incur indebtedness on behalf of the Corporation and cause to be
executed and delivered for the Corporation's purposes, in the corporate name, promissory
notes, bonds, debentures, deeds of trust, mortgages, pledges, hypothecations and other
evidences of debt and securities.
Number and Qualification of Directors
-----------------------------------------
1. The Directors shall fix their number at an annual meeting. At any special or regular
meeting, the 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.
2. A Director shall be a Member.
3. The initial number of Directors shall be eleven (11).
4. No organization, corporation or similar entity, or any affiliate thereof, shall hold, directly or
indirectly, more than 40\% of the Board seats, regardless of election results. In the event that
any election of directors results in a single entity representing greater than 40\% of the Board,
than the nominee representing that entity receiving the least number of votes, shall be
replaced by the nominee receiving the greatest number of votes who was not elected to the
Board. In the event that the resignation or removal of a director results in a single entity
representing greater than 40\% of the Board, the Board shall as soon as practicable, appoint a
new director not representing that entity to serve until the next election of directors. For the
purposes of this section, "affiliate" shall mean representatives who are employees, officers,
or members of the Board of Directors of an entity; who have a significant consulting
relationship with an entity; or who own at least 1\% of the equity or debt, or derivatives
thereof, of an entity.
Election and Term of Office of Directors
-----------------------------------------
1. Each of the directors shall hold office for one (1) year.
2. Directors shall be elected by the membership in accordance with the rules set forth on
http://foundation.gnome.org/electionrules.html.
3. Each Director shall serve until his successor is duly elected and qualified or until his earlier
death, resignation or removal. No reduction of the authorized number of Directors shall have
the effect of removing any Director before that Director's term of office expires.
Vacancy
-----------------------------------------
1. **Events causing vacancy**. A vacancy or vacancies in the Board shall be deemed to exist on
the occurrence of the following:
a) The death, resignation or removal of any Director.
#) The declaration by resolution of the Board of a vacancy of the office of a Director who
has been declared of unsound mind by an order of court or convicted of a felony or has been
found by final order or judgment of any court to have breached a duty under Article 3 of
Chapter 2 of the CNPBCL.
#) The increase of the authorized number of Directors.
2. **Resignations**. Except as provided in this paragraph, any Director may resign, which
resignation shall be effective on giving written notice to the chairman of the Board, the
president, the secretary or the Board of Directors, unless the notice specifies a later time for
the resignation to become effective. If the resignation of a Director is effective at a future
time, the Board of Directors may elect a successor to take office when the resignation
becomes effective. No Director may resign when the Corporation would then be left without
a duly elected Director or Directors in charge of its affairs.
3. **Removals**. A Director may be removed for cause. In the event such removal, the following
procedures shall be implemented:
a) A notice shall be sent by mail by prepaid, first-class, certified or registered mail to the
most recent address of the member as shown on the Corporation's records, setting forth the
removal and the reason therefore. Such notice shall be sent at least seven (7) days before the
proposed effective date of the removal.
#) The Director being removed shall be given an opportunity to be heard, either orally or in
writing, at a hearing to be held no fewer than five (5) days before the removal. The hearing
shall be held by the Board. The notice to the Director of his or her proposed removal shall
state that such member is entitled, upon request, to such hearing, shall state that a date, time
and place of hearing will be established upon receipt of request therefor, and shall state, that
in the absence of such request, the effective date of the proposed removal.
#) Following the hearing, the Board shall decide whether the Director should in fact be
expelled, suspended, or sanctioned in some other way. The decision of the Board shall be
final.
4. **Filling vacancies**. Vacancies on the Board may be filled by a majority of the Directors then
in office, whether or not less than a quorum, or by a sole remaining Director.
5. **No vacancy on reduction of number of Directors**. No reduction of the authorized number
of Directors shall have the effect of removing any Director before that Director's term of
office expires.
6. **Restriction on interested Directors**. Not more than forty-nine percent (49\%) of the persons
serving on the Board at any time may be interested persons.
An interested person is
a) any person being compensated by the Corporation for services rendered to it in the previous twelve (12) months, whether as a full-time or part-time employee, independent contractor or otherwise, excluding any reasonable compensation paid to a Director as Director; and
#) any brother, sister, ancestor, descendant, spouse, brother-in-law, sister-in-law, son-in-law,
daughter-in-law, mother-in-law or father-in-law of any such person. However, any violation
of the provisions of this paragraph shall not affect the validity or enforceability of any
transaction entered into by the Corporation.
7. The Board shall have and may exercise all its powers notwithstanding the instance of one
or more vacancies.
Place of Meeting; Meetings by Telephone
-----------------------------------------
Regular meetings of the Board may be held at any place within or outside the State of
California that has been designated from time to time by resolution of the Board or in the notice of
the meeting. In the absence of such designation, regular meetings shall be held at the principal
executive office of the Corporation. Special meetings of the Board shall be held at any place within
or outside the State of California that has been designated in the notice of the meeting or, if not
stated in the notice, or if there is no notice, at the principal executive office of the Corporation.
Notwithstanding the above provisions of this Section 5, a regular or special meeting of the Board
may be held at any place consented to in writing by all the Board members, either before or after the
meeting. If consents are given, they shall be filed with the minutes of the meeting. Any meeting,
regular or special, may be held by conference telephone or similar communication equipment, so
long as all Directors participating in the meeting can hear one another, and all such Directors shall be
deemed to be present in person at such meeting.
Annual Meeting
-----------------------------------------
At such time and place fixed by the Board, the Board shall hold a regular annual meeting for
the purpose of organization, election of officers and the transaction of other business.
Other Regular Meetings
-----------------------------------------
Regular meetings of the Board shall be held on a quarterly basis following the annual
meeting of the Corporation. Such regular meetings may be held without notice.
Special Meetings
-----------------------------------------
1. **Authority to call**. Special meetings of the Board for any purpose may be called at any time
by the chairman of the Board or any two (2) Directors.
2. **Notice**.
a) **Manner of giving**. Notice of the time and place of special meetings shall be given to each
Director by one of the following methods:
i. by personal delivery or written notice;
#. by first-class mail, postage prepaid;
#. by telephone communication, including a voice
messaging system or other system or technology designed to record and communicate
messages, telegraph, facsimile, electronic mail, or other electronic means,
either directly to
the Director or to a person at the Director's office who would reasonably be expected to
communicate such notice promptly to the Director. All such notices shall be given or sent to
the Director's address or telephone number as shown on the records of the Corporation.
#) **Time requirements**. Notices sent by first-class mail shall be deposited into a United States
mailbox at least four (4) days before the time set for the meeting. Notices given by personal
delivery or by telephone shall be delivered at least forty-eight (48) hours before the time set
for the meeting.
#) **Notice contents**. The notice shall state the time and place for the meeting. However, it
need not specify the purpose of the meeting, or the place of the meeting if it is to be held at
the principal executive office of the Corporation.
Quorum
-----------------------------------------
A majority of the authorized number of Directors shall constitute a quorum for the
transaction of business, except to adjourn as provided in Section 8.11 of this Article VIII.
Every action taken or decision made by a majority of the Directors present at a meeting duly held at which
a quorum is present shall be regarded as the act of the Board, subject to the provisions of the
CNPBCL, especially those provisions relating to:
1. approval of contracts or transactions in which a
Director has a direct or indirect material financial interest,
2. creation of and appointment to
committees of the Board and
3. indemnification of Directors.
A meeting at which a quorum is
initially present may continue to transact business, notwithstanding the withdrawal of Directors, if
any action taken is approved by at least a majority of the required quorum for that meeting.
Waiver of Notice
-----------------------------------------
The transactions of any meeting of the Board of Directors, however called and noticed or
wherever held, shall be as valid as though taken at a meeting duly held after regular call and notice if
1. a quorum is present and
2. either before or after the meeting, each of the Directors not present
signs a written waiver of notice, a consent to holding the meeting or an approval of the minutes.
The
waiver of notice or consent need not specify the purpose of the meeting. All waivers, consents and
approvals shall be filed with the corporate records or made a part of the minutes of the meeting.
Notice of a meeting shall also be deemed given to any Director who attends the meeting
without protesting before or at its commencement about the lack of adequate notice.
Adjournment
-----------------------------------------
A majority of the Directors present, whether or not constituting a quorum, may adjourn any
meeting to another time and place.
Notice of Adjournment
-----------------------------------------
Notice of the time and place of holding an adjourned meeting need not be given, unless the
meeting is adjourned for more than twenty-four (24) hours, in which case personal notice of the time
and place shall be given before the time of the adjourned meeting to the Directors who were not
present at the time of adjournment.
Action Without Meeting
-----------------------------------------
Any action required or permitted to be taken by the Board may be taken without a meeting if
**all** members of the Board, individually or collectively, consent in writing to the action; provided,
however, that the consent of any Director who has a material financial interest in a transaction to
which the Corporation is a party and who is an "interested Director" as defined in Section 5233 of
the California Corporations Code shall not be required for approval of that transaction. Such action
by written consent shall have the same force and effect as a unanimous vote of the Board. Such
written consent or consents shall be filed with the minutes of the proceedings of the Board.
Fees and Compensation
-----------------------------------------
Directors as such shall not receive any compensation for their services, but by resolution of
the Board, expenses of attendance, if any, may be allowed for attendance at regular or special
meetings of the Board; but nothing herein contained shall be construed to preclude any Director
from serving the Corporation in any other capacity and receiving compensation therefor.
Committees
==================================================================
Committees of the Board
-----------------------------------------
The Board, by resolution adopted by a majority of the Directors then in office, provided a
quorum is present, may create one or more committees, to serve at the pleasure of the Board.
Appointments to committees of the Board shall be by majority vote of the Directors then in office.
The Board may appoint one or more alternate members of any such committee, who may replace
any absent member at any meeting of the committee.
Meetings and Action of Committees
-----------------------------------------
Meetings and actions of committees of the Board shall be governed by, held and taken in
accordance with the provisions of these bylaws concerning meetings and other Board actions, except
that the time for regular meetings of such committees and the calling of special meetings of such
committees may be determined either by Board resolution or, if there is none, by resolution of the
committee of the Board. Minutes of each meeting of any committee of the Board shall be kept and
shall be filed with the corporate records. The Board may adopt rules for the government of any
committee, provided they are consistent with these bylaws, or in the absence of rules adopted by the
Board, the committee may adopt such rules.
Term of Office
-----------------------------------------
Each member of a committee shall continue as such until the next annual meeting of the
Board of the Corporation and until his successor is appointed, unless the committee shall be sooner
terminated, or unless such member be removed from such committee, or unless such member shall
cease to qualify as a member thereof.
Vacancies
-----------------------------------------
Vacancies in the membership of any committee may be filled by appointments made in the
manner as provided in the case of the original appointments.
Quorum
-----------------------------------------
Unless otherwise provided in the resolution of the Board designating a committee, a majority
of the whole committee shall constitute a quorum and the act of a majority of the members present at
a meeting at which a quorum is present shall be the act of the committee.
Rules
-----------------------------------------
Each committee may adopt rules for its own government not inconsistent with these bylaws
or with rules adopted by the Board.
Limitations
-----------------------------------------
No committee may:
1. fill any vacancies on the Board or on any committee;
2. fix compensation of the Directors for serving on the Board or on any committee;
3. amend or repeal bylaws or adopt new bylaws;
4. amend or repeal any resolution of the Board which by its express terms is not so amendable
or repealable;
5. appoint any committees of the Board or the members thereof;
6. expend corporate funds to support a nominee for Director after there are more people
nominated for Director than can be elected;
7. approve any transaction:
a) to which the Corporation is a party and one or more Directors
have a material financial interest; or
#) between the Corporation and one or more of its
Directors or between the Corporation or any person in which one or more of its Directors
have a material financial interest.
Officers
==================================================================
Officers
-----------------------------------------
The officers of the Corporation shall be a Chairman of the Board (if appointed by the Board),
a President, one or more Vice Presidents (the number thereof to be determined by the Board), a
Secretary, a Treasurer and such other officers as may be elected in accordance with the provisions of
this Article X. Except insofar as their duties may conflict, any two or more offices may be held by
the same person, except that neither the Secretary nor the Treasurer may serve concurrently as the
President or Chairman of the Board.
Election and Term of Office
-----------------------------------------
The officers of the Corporation, except such officers as may be appointed in accordance with
the provisions of Section 3 or Section 5 of this Article X, shall be chosen annually by the Board, and
each shall hold his or her office until he or she shall resign or shall be removed or otherwise
disqualified to serve, or his or her successor shall be elected and qualified, subject to the rights, if
any, of an officer under any contract of employment. New offices may be created and filled at any
meeting of the Board. Each officer shall hold office until that officer's successor shall have been
duly elected and shall have qualified.
Subordinate Officers
-----------------------------------------
The Board may appoint such other officers, including one or more assistant secretaries and
one or more assistant treasurers, as it shall deem desirable, each such officer to have the authority
and perform the duties prescribed from time to time by the Board and to hold office until he or she
shall resign or shall be removed or otherwise disqualified to serve.
Removal and Resignation
-----------------------------------------
1. **Removal**. Any officer, other than the President, may be removed with or without cause. In
the event such removal, the following procedures shall be implemented:
a) A notice shall be sent by mail by prepaid, first-class, certified or registered mail to the
most recent address of the officer as shown on the Corporation's records, setting forth the
removal and the reason therefore. Such notice shall be sent at least seven (7) days before the
proposed effective date of the removal.
#) The officer being removed shall be given an opportunity to be heard, either orally or in
writing, at a hearing to be held no fewer than five (5) days before the removal. The hearing
shall be held by the Board. The notice to the Officer of his or her proposed removal shall
state that such member is entitled, upon request, to such hearing, shall state that a date, time
and place of hearing will be established upon receipt of request therefor, and shall state, that
in the absence of such request, the effective date of the proposed removal.
#) Following the hearing, the Board shall decide whether the Officer should in fact be
expelled, suspended, or sanctioned in some other way. The decision of the Board shall be
final.
2. **Resignation**. Any officer may resign at any time by giving written notice to the Board or to
the president or to the secretary of the Corporation. Any such resignation shall take effect at
the date of the receipt of such notice or at any later time specified therein; and, unless
otherwise specified therein, the acceptance of such resignation shall not be necessary to make
it effective. Any resignation shall be without prejudice to the rights, if any, of the
Corporation under any contract to which the officer is a party.
Vacancies
-----------------------------------------
A vacancy in any office, because of death, resignation, removal, disqualification or
otherwise, may be filled by the Board for the unexpired portion of the term.
Chairman of the Board
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The Chairman of the Board, if there be such an officer, shall preside at all meetings of the
Board of Directors and perform such other duties as the Directors may assign.
President
-----------------------------------------
The President shall be the chief executive officer of the Corporation and shall in general
supervise and control all of the business and affairs of the Corporation. The President may sign,
with the secretary or any other proper officer of the Corporation authorized by the Board, any deeds,
mortgages, bonds, contracts or other instruments that the Board of Directors has authorized to be
executed, except in cases where the signing and execution thereof shall be specially designated by
the Board or by these bylaws or by statute to some other officer or agent of the Corporation; and in
general he or she shall perform all duties incident to the office of president and such other duties as
may be prescribed from time to time by the Board.
Vice President
-----------------------------------------
In the absence of the president, or in the event of his or her inability or refusal to act, the vice
president (or, if there be more than one vice president, the first vice president) shall perform the
duties of the president, and when so acting shall have all the powers and be subject to all the
restrictions upon the president. The vice president shall have such other powers and perform such
other duties as may be prescribed from time to time by the Board.
Treasurer
-----------------------------------------
The Treasurer shall keep and maintain, or cause to be kept and maintained, adequate and
correct books and accounts of the Corporation's properties and transactions. The Treasurer shall
send or cause to be given to the Directors such financial statements and reports as are required to be
given by law, by these bylaws or by the Board. The books of account shall be open to inspection by
any Director at all reasonable times.
The Treasurer shall deposit, or cause to be deposited, all money and other valuables in the
name and to the credit of the Corporation with such depositories as the Board may designate, shall
disburse the Corporation's funds as the Board may order, shall render to the president, chairman of
the Board and the Board, when requested, an account of all transactions as Treasurer and of the
financial condition of the Corporation and shall have such other powers and perform such other
duties as the Board or these bylaws may prescribe.
If required by the Board, the Treasurer shall give the Corporation a bond, in the amount and
with the surety or sureties specified by the Board, for faithful performance of the duties of the office
and for restoration to the Corporation of all of its books, papers, vouchers, money and other property
of every kind in the possession or under the control of the Treasurer on his or her death, resignation,
retirement or removal from office.
Secretary
-----------------------------------------
The Secretary shall keep or cause to be kept the minutes of the meetings of the Board of
Directors in one or more books provided for that purpose, see that all notices are duly given in
accordance with the provisions of these bylaws or as required by law, be custodian of the corporate
records and of the seal of the Corporation, see that the seal of the Corporation is affixed to all
documents, the execution of which on behalf of the Corporation under its seal is duly authorized in
accordance with the provisions of these bylaws, and in general perform all duties incident to the
office of secretary and such other duties as pertain to the office or as prescribed from time to time by
the Board of Directors.
Assistant Treasurers and Assistant Secretaries
---------------------------------------------------
If required by the Board, the assistant treasurers shall give bonds for the faithful discharge of
their duties, in such sums and with such sureties as the Board shall determine. The assistant
treasurers and assistant secretaries, in general, shall perform such duties as shall be assigned to them
by the treasurer or the secretary or by the president or the Board.
Indemnification of Directors, Officers, Employees and Other Agents
==================================================================
Definitions
-----------------------------------------
For the purpose of this Article I:
1. "agent" means any person who is or was a Director, officer, employee, committee member
or other agent of the Corporation; or is or was serving at the request of the Corporation as a
Director, officer, employee or other agent of another foreign or domestic Corporation,
partnership, joint venture, trust or other enterprise; or was a Director, officer, employee or
other agent of a foreign or domestic Corporation that was a predecessor Corporation of the
Corporation or of another enterprise at the request of the predecessor Corporation.
2. "proceeding" means any threatened, pending or completed action or proceeding, whether
civil, criminal, administrative or investigative; and
3. "expenses" includes, without limitation, all attorneys' fees, costs and any other expenses
incurred in the defense of any claims or proceedings against an agent by reason of his or her
position or relationship as agent and all attorneys' fees, costs and other expenses incurred in
establishing a right to indemnification under this Article XI.
Successful Defense by Agent
-----------------------------------------
To the extent that an agent of the Corporation has been successful on the merits in the
defense of any proceeding referred to in this Article XI,
or in the defense of any claim, issue or
matter therein, the agent shall be indemnified against expenses actually and reasonably incurred by
the agent in connection with the claim. If an agent either settles any such claim or sustains a
judgment rendered against him or her, then the provisions of Sections 3 through 5 below shall
determine whether the agent is entitled to indemnification.
Actions Brought by Persons Other than the Corporation
---------------------------------------------------------
Subject to the required findings to be made pursuant to Section 5 below, the Corporation
shall indemnify any person who was or is a party, or is threatened to be made a party, to any
proceeding, other than an action brought by, or on behalf of, the Corporation, or by an officer,
Director or person granted related status by the Attorney General, or by the Attorney General on the
ground that the defendant Director was or is engaging in self-dealing within the meaning of
California Corporations Code Section 5233, or by the Attorney General or a person granted related
status by the Attorney General for any breach of duty relating to assets held in charitable trust, by
reason of the fact that such person is or was an agent of the Corporation, for all expenses, judgments,
fines, settlements and other amounts actually and reasonably incurred in connection with the
proceeding.
Actions Brought by or on Behalf of the Corporation
---------------------------------------------------------
1. **Claims settled out of court**. If any agent settles or otherwise disposes of a threatened or
pending action brought by or on behalf of the Corporation, with or without court approval,
the agent shall receive no indemnification for either amounts paid pursuant to the terms of
the settlement or other disposition or for any expenses incurred in defending against the
proceeding.
2. **Claims and suits awarded against agent**. The Corporation shall indemnify any person who
was or is a party, or is threatened to be made a party, to any threatened, pending or completed
action brought by or on behalf of the Corporation, by reason of the fact that the person is or
was an agent of the Corporation, for all expenses actually and reasonably incurred in
connection with the defense of that action, provided that both of the following are met:
a) The determination of good faith conduct required by Section 11.5 below must be made in the
manner provided for in that section; and
#) Upon application, the court in which the action was brought must determine that, in view
of all of the circumstances of the case, the agent should be entitled to indemnity for the
expenses incurred.
If the agent is found to be so entitled, the court shall determine the
appropriate amount of expenses to be reimbursed.
Determination of Agent's Good Faith Conduct
---------------------------------------------
The indemnification granted to an agent in Sections 11.3 and 11.4 above is conditioned on the
following:
1. **Required standard of conduct**. The agent seeking reimbursement must be found, in the
manner provided below, to have acted in good faith, in a manner he or she believed to be in
the best interest of the Corporation, and with such care, including reasonable inquiry, as an
ordinarily prudent person in a like position would use in similar circumstances. The
termination of any proceeding by judgment, order, settlement, conviction, or on a plea of
*nolo contendere* or its equivalent, shall not, in itself, create a presumption that the person did
not act in good faith or in a manner which he or she reasonably believed to be in the best
interest of the Corporation or that he or she had reasonable cause to believe that his or her
conduct was unlawful. In the case of a criminal proceeding, the person must have had no
reasonable cause to believe that his or her conduct was unlawful.
2. **Manner of determination of good faith conduct**. The determination that the agent did act in
a manner complying with paragraph a above shall be made by:
a) the Board, by a majority vote of a quorum consisting of Directors who are not parties to
the proceeding; or
b) the court in which the proceeding is or was pending.
Such determination may be made on
application brought by the Corporation or the agent or the attorney or other person rendering
a defense to the agent, whether or not the application by the agent, attorney or other person is
opposed by the Corporation.
Limitations
-----------------------------------------
No indemnification or advance shall be made under this Article XI, except as provided in
Section 2 or 5(b) above, in. any circumstance when it appears:
1. That the indemnification or advance would be inconsistent with a provision of the Articles
of Incorporation, a resolution of the Board or an agreement in effect at the time of the accrual
of the alleged cause of action asserted in the proceeding in connection with which the
expenses were incurred, or other amounts were paid, which prohibits or otherwise limits
indemnification; or
2. That the indemnification would be inconsistent with any condition expressly provided by a
court in approving a settlement.
Advance of Expenses
-----------------------------------------
Expenses incurred in defending any proceeding may be advanced by the Corporation before
the final disposition of the proceeding, on receipt of an undertaking by or on behalf of the agent to
repay the amount of the advance unless it is determined ultimately that the agent is entitled to be
indemnified as authorized in this Article XI.
Contractual Rights of Non-Directors and Non-Officers
-------------------------------------------------------
Nothing contained in this Article XI shall affect any right to indemnification to which
persons other than Directors and officers of the Corporation, or any subsidiary hereof, may be
entitled by contract or otherwise.
Insurance
-----------------------------------------
The Board may adopt a resolution authorizing the purchase and maintenance of insurance on
behalf of any agent of the Corporation against any liability asserted against or incurred by the agent
in such capacity or arising out of the agent's status as such, whether or not the Corporation would
have the power to indemnify the agent against that liability under the provisions of this Article XI;
provided, however, that the Corporation shall not have the power to purchase and maintain such
insurance to indemnify any agent of the Corporation for a violation of Section 5233 of the California
Corporations Code.
Fiduciaries of Corporate Employee Benefit Plan
-------------------------------------------------
This Article XI does not apply to any proceeding against any trustee, investment manager or
other fiduciary of an employee benefit plan in that person's capacity as such, even though that person
may also be an agent of the Corporation as defined in Section la of this Article XI. Nothing
contained in this Article XI shall limit any right to indemnification to which such a trustee,
investment manager or other fiduciary may be entitled by contract or otherwise, which shall be
enforceable to the extent permitted by applicable law.
Records and Reports
==================================================================
Maintenance and Inspection of Articles and Bylaws
-------------------------------------------------
The Corporation shall keep at its principal executive office, or if its principal executive office
is not in the State of California, at its principal business office in such state, the original or a copy of
the Articles of Incorporation and bylaws as amended to date.
Maintenance and Inspection of Other Corporate Records
------------------------------------------------------
The accounting books, records and minutes of proceedings of the Board and any
committee(s) of the Board shall be kept at such place or places designated by the Board, or, in the
absence of such designation, at the principal executive office of the Corporation. The minutes shall
be kept in written or typed form, and the accounting books and records shall be kept either in written
or typed form or in any other form capable of being converted into written, typed or printed form.
Inspection by Directors
==================================================================
Every Director shall have the absolute right at any reasonable time to inspect all books,
records and documents of every kind and the physical properties of the Corporation and each of its
subsidiary Corporations. This inspection by a Director may be made in person or by an agent or
attorney, and the right of inspection includes the right to copy and make extracts of documents.
Annual Report
-----------------------------------------
An annual report shall be sent to the Directors within one hundred twenty (120) days of the
close of the Corporation's fiscal year, containing the following information in reasonable detail:
1. The assets and liabilities, including the trust funds, of the Corporation as of the end of the
fiscal year.
2. The principal changes in assets and liabilities, including trust funds, during the fiscal year.
3. The revenue or receipts of the Corporation, both unrestricted and restricted to particular
purposes, for the fiscal year.
4. The expenses or disbursements of the Corporation, for both general and restricted
purposes, during the fiscal year.
5. Any information required by California Corporations Code Section 6322.
Contracts, Checks and Gifts
==================================================================
Contracts
-----------------------------------------
The Board, except as otherwise provided in these bylaws, may authorize any officer or
officers, or any agent or agents, to enter into any contract or execute any instrument in the name and
on behalf of the Corporation, and such authority may be general or confined to specific instances;
and unless so authorized by the Board, no officer, agent or employee shall have any power or
authority to bind the Corporation by any contract or engagement or to pledge its credit or to render it
liable for any purpose or in any amount.
Checks, Drafts, Etc
-----------------------------------------
All checks, drafts or other orders for payment of money, notes or other evidences of
indebtedness, issued in the name of or payable to the Corporation, shall be signed or endorsed by
such person or persons and in such manner as, from time to time, shall be determined by resolution
of the Board. In the absence of such determination by the Board, such instruments shall be signed
by the treasurer or an assistant treasurer and countersigned by the president or a vice president of the
Corporation.
Gifts
-----------------------------------------
The Board of Directors may accept on behalf of the Corporation any contribution, gift,
bequest or devise for the general purposes or for any specific purpose of the Corporation.
Fiscal Year
==================================================================
The fiscal year of the Corporation shall begin on the first day of October and end on the last
day of September in each year.
Construction and Definition
==================================================================
Unless the context requires otherwise, the general provisions, rules of construction and
definitions in the CNPBCL shall govern the construction of these bylaws.
Without limiting the generality of the above, the masculine gender includes the feminine and neuter, the singular number
includes the plural, the plural number includes the singular, and the term "person" includes both the
Corporation and a natural person.
Amendments
==================================================================
Bylaws may be adopted, amended or repealed by the membership. In the event of such
adoption, amendment or repeal, the following procedures shall be implemented:
1. Any proposal relating to the adoption, amendment or repeal of the Bylaws shall be posted
on http://foundation.gnome.org by the Board for a period of twenty one (21) days;
2. The members shall be provided with the reasonable means to comment upon and/or object
to any such proposal;
3. In the event that five percent or more of the members objects to the proposal, a special
meeting of the members shall be convened in accordance with the provisions of Article VII,
and the proposal shall be voted upon;
4. In the event that five percent or more of the members do not object to the proposal, then
the proposal shall be adopted by the Board to the extent permitted by CNPBCL Section
5150(a).
Miscellaneous Provisions
==================================================================
Representation of Shares of Other Corporations
------------------------------------------------
The president, or such other officers as the Board may select for that purpose, are authorized
to vote, represent and exercise on behalf of the Corporation all rights incident to any and all voting
securities of any other Corporations standing in the name of the Corporation. The authority herein
granted to said officers to vote or represent on behalf of the Corporation any and all voting securities
held by the Corporation in any other Corporations may be exercised either by such officers in person
or by any person authorized to do so by proxy or power of attorney duly executed by such officer.
Inspection of Bylaws
-----------------------------------------
These bylaws, as amended or otherwise altered to date, certified by the secretary shall be
open to inspection by the Directors at all reasonable times during office hours.
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