diff --git a/foundation.gnome.org/about/.cvsignore b/foundation.gnome.org/about/.cvsignore
deleted file mode 100644
index 963c77b..0000000
--- a/foundation.gnome.org/about/.cvsignore
+++ /dev/null
@@ -1,4 +0,0 @@
-charter.html
-index.html
-Makefile.in
-Makefile
diff --git a/foundation.gnome.org/about/Makefile.am b/foundation.gnome.org/about/Makefile.am
deleted file mode 100644
index ab0ac85..0000000
--- a/foundation.gnome.org/about/Makefile.am
+++ /dev/null
@@ -1,11 +0,0 @@
-SUBDIRS = advisoryboard history charter
-
-urlpath = /about
-
-page_SCRIPTS = \
- index.html
-
-page_DATA = \
- bylaws.pdf
-
-include $(top_srcdir)/rules.common
diff --git a/foundation.gnome.org/about/advisoryboard/Makefile.am b/foundation.gnome.org/about/advisoryboard/Makefile.am
deleted file mode 100644
index 6b97331..0000000
--- a/foundation.gnome.org/about/advisoryboard/Makefile.am
+++ /dev/null
@@ -1,8 +0,0 @@
-SUBDIRS =
-
-urlpath = /about/advisoryboard
-
-page_SCRIPTS = \
- index.html
-
-include $(top_srcdir)/rules.common
diff --git a/foundation.gnome.org/about/advisoryboard/index.wml b/foundation.gnome.org/about/advisoryboard/index.wml
deleted file mode 100644
index a1e22db..0000000
--- a/foundation.gnome.org/about/advisoryboard/index.wml
+++ /dev/null
@@ -1,123 +0,0 @@
-
-
-
-
-
- About the GNOME Foundation Advisory Board
-
-
-
-
-
- About the GNOME Foundation Advisory Board
-
-
- The Advisory Board is made up of organizations and companies that support
- GNOME. The Advisory Board has no decision-making authority but provides a
- vehicle for its members to communicate with the Board of Directors and
- help the Directors guide the overall direction of GNOME and the GNOME
- Foundation.
-
-
-
- Current Advisory Board members are listed in our about page.
-
-
- Roles and Responsibilities of Advisory Board Members
-
-
-
- -
- Represents and advises on the needs of the primary downstream partners
- served by GNOME.
-
-
- -
- Receives and actively provides input and discussion on topics sent to
- the Advisory Board list or discussed at Advisory Board meetings. Topics
- include things like financial reports, project status, and event
- planning.
-
-
- -
- Promotes GNOME. The GNOME Foundation and Advisory Board members often
- work together to promote GNOME, and members are expected to work with
- the GNOME Foundation to promote GNOME when opportunities arise. For
- example, by speaking about GNOME at industry events or at company or
- government meetings where people are not familiar with GNOME.
-
-
- -
- Identifies/presents opportunities for collaboration and alerts GNOME to
- significant relevant developments within other industries or working
- groups. This can include things like suggesting a GNOME presence at an
- established event or pointing out opportunities for partnership and
- making introductions to other companies and organizations.
-
-
- -
- Helps the GNOME Foundation grow and improve as an organization.
- Identifying services that the GNOME Foundation can provide for GNOME
- Foundation members, Advisory Board members and GNOME users. This can
- include things like suggesting a local event or project shortfalls
- (documentation, integration, support) that could be addressed by GNOME
- Foundation resources.
-
-
- -
- Provides mentorship and advice to community members working on projects
- like marketing, finance and fundraising. Mentorship can be provided
- directly by the Advisory Board member or by others in their company.
-
-
- -
- Ensures that their company is involved and engaged with upstream
- discussion and events where relevant. For example, ensure that the
- appropriate people are subscribed to the right forums and involved with
- upstream decisions.
-
-
- -
- Attends and sponsors GNOME events that align with the Advisory Board
- member's needs.
-
-
- -
- Offers guidance, advice and resources. This guidance can include not
- only opportunities for how to acquire money but other ways to solve
- problems. Examples include helping to solve our system administration
- shortage, planning representation at events, etc.
-
-
-
-
- Joining the Advisory Board
-
-
- If your organization or company is interested in joining the Advisory
- Board, please contact the Board of Directors.
-
-
- Annual Fee
-
-
- Advisory Board member companies pay an annual fee which helps finance
- the operations of the GNOME foundation. The reports that are published by the Foundation show
- how this money is used to help the GNOME project.
-
-
- There are two levels for commerical companies:
-
-
- - Small company: 1-49 employees. $10,000 / year
- - Medium and large company: 50 or more employees. $20,000 / year
-
-
-
- Fees may be waived for invited non-profit organizations.
-
-
-
-
diff --git a/foundation.gnome.org/about/bylaws.css b/foundation.gnome.org/about/bylaws.css
deleted file mode 100644
index 259d037..0000000
--- a/foundation.gnome.org/about/bylaws.css
+++ /dev/null
@@ -1,24 +0,0 @@
- body {
- counter-reset: mySectionCounter;
- }
-
- h1:before {
- counter-increment: mySectionCounter;
- content: 'ARTICLE ' counter(mySectionCounter, upper-roman) ' - ';
- }
-
- h1 {
- counter-reset: mySubSectionCounter;
- }
-
- h1:after {
- }
-
- h2:before {
- counter-increment: mySubSectionCounter;
- content: 'Section ' counter(mySectionCounter, decimal) '.' counter(mySubSectionCounter, decimal) ': ';
- }
-
- h2 {
- }
-
diff --git a/foundation.gnome.org/about/bylaws.html b/foundation.gnome.org/about/bylaws.html
deleted file mode 100644
index fd9bd58..0000000
--- a/foundation.gnome.org/about/bylaws.html
+++ /dev/null
@@ -1,1180 +0,0 @@
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
Bylaws of GNOME Foundation
-
-Initially Adopted on March 16, 2001.
-As Amended on April 5, 2002.
-As Amended on November 11, 2005.
-As Amended on October 22, 2007.
-As Amended on October 31, 2012.
-
-
-
The name of the Corporation shall be GNOME Foundation (the "Corporation"), a California
-Nonprofit Public Benefit Corporation.
-
-
-
-
-
-
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").
-
-
-
-
The Board may at any time establish branch or subordinate offices at any place or places
-where the Corporation is qualified to do business.
-
-
-
-
-
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.
-
-
-
-
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.
-
-
-
-
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.
-
-
-
-
-
-
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.
-
-
-
-
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:
-
-- 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
-- the selection of delegates who possess any such voting rights or
-- 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.
-
-
-
-
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.
-
-
-
-
The term of membership shall be two (2) years.
-
-
-
-
Admission or removal from membership shall be by the vote of a majority of the
-Directors then in office.
-
-
-
-
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.
-
-
-
-
The membership of any member shall terminate upon the occurrence of any one or more of
-the following:
-
-- 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 6.7.3, 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 notice shall be sent by electronic mail and prepaid, first-class, certified or registered mail to the most recent
-address of the member, if known to the Corporation, setting forth the removal or
-suspension and the reason for that removal or suspension. 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 such a request, 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, subject to any challenge brought pursuant to this section.
-- A member may bring an action challenging a removal or suspension of membership, including any claim
-alleging defective notice, within one year after the date of the removal
-or suspension.
-
-
-
-
-
-
-
Suspended or expelled members may be reinstated at the discretion of the Board.
-
-
-
-
No member shall have any right or interest in any of the property or assets of this
-Corporation.
-
-
-
-
No member shall be personally liable for the debts, liabilities, or obligations of this
-Corporation.
-
-
-
-
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.
-
-
-
-
-
-
-
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.
-
-
-
-
The annual meetings of members of the Corporation shall be held at any time and place determined by the resolution
-of the Board. Directors may be elected and other proper business may be transacted at the annual
-meeting of members.
-
-
-
-
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 accordance 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.
-
-
-
-
A notice of each annual meeting, 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; 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.
-
-
-
-
Directors may be elected at the annual meeting as described herein or otherwise by eletronic mail and electronic voting. Notice of such electronic mail or electronic voting shall be given by the President or
-by anyone duly appointed with the authority to do so by the Directors in accordance with Section 8.3.
-Such notice shall be sent promptly to the membership at least thirty (30) days prior to the last day on which votes may be submitted.
-
-
-
-
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.
-
-
-
-
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.
-
-
-
-
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.
-
-
-
-
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.
-
-
-
-
Any member of the Corporation may propose a referendum. Such request for a referendum must be endorsed by 10% of the Membership. The overall referendum process shall be conducted by the Membership and Elections Committee, as authorized by the Directors pursuant to Article IX.
-
-
-
-
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:
-
-- 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.
-- 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.
-- 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.
-
-
-
-
-
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.
-
-
-
-
-
-
-
-- 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.
-- Specific powers. Without prejudice to these general powers, and subject to the same
-limitations, the Board shall have power to:
-- 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.
-
-
-
-
-
-
-
-- 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.
-- A Director shall be a Member.
-- The number of Directors on October 31, 2012 is seven (7).
-- 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.
-
-
-
-
-
-- Each of the directors shall hold office for one (1) year, or a period of up to two (2) years as determined by the Board and announced prior to an election being called.
-- Directors shall be elected by the membership in accordance with the rules set forth on
-http://foundation.gnome.org/electionrules.html.
-- 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.
-
-
-
-
-
-- Events causing vacancy. A vacancy or vacancies in the Board shall be deemed to exist on
-the occurrence of the following:
-- 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.
-
-
-- 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.
-- Removals. A Director may be removed for cause. In the event such removal, the following
-procedures shall be implemented:
-- A notice shall be sent by electronic mail and by prepaid, first-class, certified or registered mail to the
-most recent address of the member, if known by the Corporation, setting forth the
-removal and the reason for that removal. 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 such a request, 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.
-
-
-- 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.
-- 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.
-- 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
-- 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.
-
-
-- The Board shall have and may exercise all its powers notwithstanding the instance of one
-or more vacancies.
-
-
-
-
-
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 8.5, 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 communicate with one another, and all such Directors shall be
-deemed to be present in person at such 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.
-
-
-
-
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.
-
-
-
-
-- 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.
-- Notice.
-- Manner of giving. Notice of the time and place of special meetings shall be given to each
-Director by one of the following methods:
-- by personal delivery;
-- 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.
-
-
-
-
-
-
-
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:
-
-- approval of contracts or transactions in which a
-Director has a direct or indirect material financial interest,
-- creation of and appointment to
-committees of the Board and
-- 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.
-
-
-
-
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
-
-- a quorum is present and
-- 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.
-
-
-
-
A majority of the Directors present, whether or not constituting a quorum, may adjourn any
-meeting to another time and place.
-
-
-
-
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.
-
-
-
-
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.
-
-
-
-
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 for this.
-
-
-
-
-
-
-
The Board, by resolution adopted by a majority of the Directors then in office, provided a
-quorum is present, may create or remove 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 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.
-
-
-
-
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 in the membership of any committee may be filled by appointments made in the
-manner as provided in the case of the original appointments.
-
-
-
-
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.
-
-
-
-
Each committee may adopt rules for its own government not inconsistent with these bylaws
-or with rules adopted by the Board.
-
-
-
-
No committee may:
-
-- fill any vacancies on the Board or on any committee;
-- fix compensation of the Directors for serving on the Board or on any committee;
-- amend or repeal bylaws or adopt new bylaws;
-- amend or repeal any resolution of the Board which by its express terms is not so amendable
-or repealable;
-- appoint any committees of the Board or the members thereof;
-- expend corporate funds to support a nominee for Director after there are more people
-nominated for Director than can be elected;
-- approve any transaction:
-- 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.
-
-
-
-
-
-
-
-
-
-
-
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.
-
-
-
-
The officers of the Corporation, except such officers as may be appointed in accordance
-with the provisions of Section 10.3 or Section 10.5 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.
-
-
-
-
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. 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 notice shall be sent by electronic mail and by prepaid, first-class, certified or registered mail to the
-most recent address of the officer if known by the Corporation, setting forth the
-removal and the reason for that removal. 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 such a request, 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.
-
-
-- 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.
-
-
-
-
-
-
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.
-
-
-
-
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.
-
-
-
-
The President shall act as the chief executive officer of the Corporation
-if no chief executive officer or executive director has been appointed by
-the Board and shall in general supervise and control all of the business
-and affairs of the Corporation. The President shall also act as the
-Chairman if none has been appointed.
-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.
-
-
-
-
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.
-
-
-
-
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.
-
-
-
-
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.
-
-
-
-
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.
-
-
-
-
-
-
-
For the purpose of this Article XI:
-
-- "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.
-- "proceeding" means any threatened, pending or completed action or proceeding, whether
-civil, criminal, administrative or investigative; and
-- "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.
-
-
-
-
-
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.
-
-
-
-
Subject to the required findings to be made pursuant to Section 11.5 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.
-
-
-
-
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.
-
-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:
-
-- 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.
-
-
-
-
-
-
The indemnification granted to an agent in Sections 11.3 and 11.4 above is conditioned on the
-following:
-
-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.
-
-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:
-
-- the Board, by a majority vote of a quorum consisting of Directors who are not parties to
-the proceeding; or
-- 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.
-
-
-
-
-
-
No indemnification or advance shall be made under this Article XI,
-except as provided in Section 11.2 or 11.5.2 above, in any circumstance when it appears:
-
-- 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
-- That the indemnification would be inconsistent with any condition expressly provided by a
-court in approving a settlement.
-
-
-
-
-
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.
-
-
-
-
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.
-
-
-
-
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.
-
-
-
-
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 11.1.1 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.
-
-
-
-
-
-
-
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.
-
-
-
-
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.
-
-
-
-
-
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.
-
-
-
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:
-
-- The assets and liabilities, including the trust funds, of the Corporation as of the end of the
-fiscal year.
-- The principal changes in assets and liabilities, including trust funds, during the fiscal year.
-- The revenue or receipts of the Corporation, both unrestricted and restricted to particular
-purposes, for the fiscal year.
-- The expenses or disbursements of the Corporation, for both general and restricted
-purposes, during the fiscal year.
-- Any information required by California Corporations Code Section 6322.
-
-
-
-
-
-
-
-
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.
-
-
-
-
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.
-
-
-
-
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.
-
-
-
-
-
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.
-
-
-
-
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.
-
-
-
-
Any member can propose the adoption, amendment or repealing of the Bylaws.
-In the event of such a proposal, the following procedures shall be implemented:
-
-- The members shall be provided with the reasonable means to comment upon and/or object
-to any such proposal for twenty one (21) days
-- The proposal shall be sent to the membership and shall be posted on http://foundation.gnome.org by the Board
-- In the event that five percent or more of the members object 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
-- 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).
-
-
-
-
-
-
-
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.
-
-
-
-
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.
-
-
-
-
-
diff --git a/foundation.gnome.org/about/bylaws.pdf b/foundation.gnome.org/about/bylaws.pdf
deleted file mode 100644
index 422dbd1..0000000
Binary files a/foundation.gnome.org/about/bylaws.pdf and /dev/null differ
diff --git a/foundation.gnome.org/about/bylaws.rst b/foundation.gnome.org/about/bylaws.rst
deleted file mode 100644
index 20e12f0..0000000
--- a/foundation.gnome.org/about/bylaws.rst
+++ /dev/null
@@ -1,1363 +0,0 @@
-.. comment:
-
- You can compile this document using Python's docutils like this:
-
- rst2latex --documentclass=scrartcl --documentoptions=a4paper,10pt,bigheading --no-section-numbering bylaws-simple.rst > bylaws.tex
-
- Then you'll get a .tex file which you can compile using pdflatex. You probably need to have a couple of packages installed.
- If it complains about a missing .sty file, you can install it using yum:
-
- yum install -y 'tex(pdfcomment.sty)'
-
-
-
- The HTML version compiles similarly:
-
- rst2html --no-section-numbering --stylesheet=bylaws.css bylaws-simple.rst > bylaws.html
-
-
-.. role:: raw-html(raw)
- :format: html
-
-.. role:: raw-latex(raw)
- :format: latex
-
-.. role:: comment
-.. role:: huge
-.. role:: uppercase
-.. role:: hugeuppercase (huge)
-
-
-.. To turn off the comment function, uncomment (remove the first two leading dots and the white space) the following
-
-.. :raw-latex:`\renewcommand{\DUrolecomment}[1]{}`
-
-.. this sets the title
-
- =============================
- Bylaws of GNOME Foundation
- =============================
-
-.. contents::
-
-
------------------------
-
-.. for some weird reason, the order of the classes is important. Maybe fix it anyway, by patching \maketitle
-.. 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.
- As Amended on November 11, 2005.
- As Amended on October 22, 2007.
- As Amended on October 31, 2012.
-
-
-
-
-
-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:
-
-1. 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
-
-2. the selection of delegates who possess any such voting rights or
-
-3. 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
-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 6.7.3, 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 electronic mail and prepaid, first-class, certified or registered mail to the most recent
- address of the member, if known to the Corporation, setting forth the removal or
- suspension and the reason for that removal or suspension. 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 such a request, 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, subject to any challenge brought pursuant to this section.
-
- #) A member may bring an action challenging a removal or suspension of membership, including any claim
- alleging defective notice, 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
------------------------------------------
-
-The annual meetings of members of the Corporation shall be held at any time and place determined by the resolution
-of the Board. Directors may 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 accordance 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, 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; 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.
-
-
-Election of Directors
------------------------------------------
-
-Directors may be elected at the annual meeting as described herein or otherwise by eletronic mail and electronic voting. Notice of such electronic mail or electronic voting shall be given by the President or
-by anyone duly appointed with the authority to do so by the Directors in accordance with Section 8.3.
-Such notice shall be sent promptly to the membership at least thirty (30) days prior to the last day on which votes may be submitted.
-
-
-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.
-
-
-
-
-
-Quorum for Referenda
------------------------------------------
-
-Any member of the Corporation may propose a referendum. Such request for a referendum must be endorsed by 10\% of the Membership. The overall referendum process shall be conducted by the Membership and Elections Committee, as authorized by the Directors pursuant to Article IX.
-
-
-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 number of Directors on October 31, 2012 is seven (7).
-
-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, or a period of up to two (2) years as determined by the Board and announced prior to an election being called.
-
-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 electronic mail and by prepaid, first-class, certified or registered mail to the
- most recent address of the member, if known by the Corporation, setting forth the
- removal and the reason for that removal. 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 such a request, 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 8.5, 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 communicate with 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;
- #. 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.
-
-
-.. _Section Adjournment: `Adjournment`_
-.. _Article Directors: `Directors`_
-
-
-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 for this.
-
-
-
-
-
-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 or remove 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.
-
-
-
-
-.. The following incoming anchor needs to be defined because reST doesn't like the section and the subsection being named Officers
-
-.. _sec\:officers:
-
-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 10.3 or Section 10.5 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.
-
-.. _Section Subordinate Officers: `Subordinate Officers`_
-.. _Section Vacancies: `sec\:vacancies`_
-.. _Article Officers: `sec\:officers`_
-
-
-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 electronic mail and by prepaid, first-class, certified or registered mail to the
- most recent address of the officer if known by the Corporation, setting forth the
- removal and the reason for that removal. 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 such a request, 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.
-
-.. Again, this reference needs to be explicitely given because there is another "Vacancies" section.
-
-.. _sec\:vacancies:
-
-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
------------------------------------------
-
-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 act as the chief executive officer of the Corporation
-if no chief executive officer or executive director has been appointed by
-the Board and shall in general supervise and control all of the business
-and affairs of the Corporation. The President shall also act as the
-Chairman if none has been appointed.
-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 XI:
-
-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 11.5 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 11.2 or 11.5.2 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 11.1.1 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
-==================================================================
-
-
-Any member can propose the adoption, amendment or repealing of the Bylaws.
-In the event of such a proposal, the following procedures shall be implemented:
-
-1. The members shall be provided with the reasonable means to comment upon and/or object
- to any such proposal for twenty one (21) days
-
-#. The proposal shall be sent to the membership and shall be posted on http://foundation.gnome.org by the Board
-
-#. In the event that five percent or more of the members object 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
-
-#. 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.
-
-
-
-
-
-
diff --git a/foundation.gnome.org/about/charter/.cvsignore b/foundation.gnome.org/about/charter/.cvsignore
deleted file mode 100644
index 963c77b..0000000
--- a/foundation.gnome.org/about/charter/.cvsignore
+++ /dev/null
@@ -1,4 +0,0 @@
-charter.html
-index.html
-Makefile.in
-Makefile
diff --git a/foundation.gnome.org/about/charter/Makefile.am b/foundation.gnome.org/about/charter/Makefile.am
deleted file mode 100644
index 1088857..0000000
--- a/foundation.gnome.org/about/charter/Makefile.am
+++ /dev/null
@@ -1,8 +0,0 @@
-SUBDIRS =
-
-urlpath = /about/charter
-
-page_SCRIPTS = \
- index.html
-
-include $(top_srcdir)/rules.common
diff --git a/foundation.gnome.org/about/charter/index.wml b/foundation.gnome.org/about/charter/index.wml
deleted file mode 100644
index 2aeca04..0000000
--- a/foundation.gnome.org/about/charter/index.wml
+++ /dev/null
@@ -1,840 +0,0 @@
-
-
-
-
-
- The GNOME Foundation Charter
-
-
-
-
-
- Draft Charter for the GNOME Foundation
- Draft 0.61 (23 October 2000)
-
-
- This document describes the purpose, basic structure and operational
- policies of a proposed GNOME foundation. Although certain issues are not
- addressed fully, the core functions of the foundation are defined and
- procedures for them are described.
-
-
-
- This document includes broad mission level
statements and
- operational provisions. We are in the process of creating Articles of
- Incorporation and By-Laws that will incorporate this charter, cast in
- stone our fundamental beliefs, and give us the flexibility to amend
- implementation items.
-
-
-
- A ChangeLog and author's list are at the end of this document.
-
-
- Preface: Why a GNOME Foundation?
-
- Since the project was started in 1998, GNOME has grown tremendously. The
- technology has started to mature, the amount of code contributed has
- exploded, the number of developers (also known as GNOME hackers) who are
- contributing to GNOME has more than doubled. With the emergence of a
- GNOME industry, and as corporate partners are embracing GNOME, the number
- of hackers who are paid to work full-time on GNOME has grown
- dramatically, in addition to the hundreds of volunteer hackers in the
- community.
-
-
-
- As GNOME has grown, so have our goals. Over the next few years, we want
- to offer a state-of-the-art, fully free desktop to many people who today
- are not using computers because they are too expensive and too
- complicated to use.
-
-
-
- In short, GNOME is growing up.
-
-
-
- To achieve our goals in a timely manner, the project will need more focus
- than the current structure can offer. When GNOME was a smaller project,
- Miguel was able to make most of the key decisions. Today, there is a need
- for a forum that can provide GNOME, and the projects that make up GNOME,
- with the structure and support they will need to continue to grow. We
- need a more structured environment to smoothly integrate new citizens
- into the community. The GNOME Foundation will provide this support. The
- Foundation will also provide a place to resolve the inevitable conflicts
- that arise in a diverse community. Equally important, the Foundation can
- voice the decisions and positions of the GNOME project, and, therefore,
- can act as a liaison with the press and corporations who want to be
- involved with GNOME.
-
-
-
- Most importantly, the GNOME Foundation will provide transparency and
- representation. Whereas decisions in the past have often been made in an
- ad-hoc fashion and in private conversations between a small number of
- people, the foundation will provide a forum that is elected by the GNOME
- community, that is accountable to that community, and that will conduct
- its affairs in the open.
-
-
- Mission Statement
-
- The GNOME Foundation will work to further the goal of the GNOME project:
- to create a computing platform for use by the general public that is
- completely free software.
-
-
-
- To achieve this goal, the Foundation will coordinate releases of GNOME
- and determine which projects are part of GNOME. The Foundation will act
- as an official voice for the GNOME project, providing a means of
- communication with the press and with commercial and noncommercial
- organizations interested in GNOME software. The foundation may produce
- educational materials and documentation to help the public learn about
- GNOME software. In addition, it may sponsor GNOME-related technical
- conferences, and represent GNOME at relevant conferences sponsored by
- others, help create technical standards for the project and promote the
- use and development of GNOME software.
-
-
- I. Principles of the GNOME Foundation
-
- Open and Public
-
- In almost every sense of the word, GNOME is an open project. This is one
- of our greatest strengths, has always been, and should be the balefire by
- which we plot our course into the future.
-
-
-
- The foundation should not be exclusionary or elitist. Every GNOME
- contributor, however small his or her contribution, must have the
- opportunity to participate in determining the direction and actions of
- the project.
-
-
-
- The openness of GNOME has always been a point of pride for us, and an
- important characteristic which distinguishes us from many of the other
- open source projects out there. Anyone can become a contributor, write
- access to our CVS does not involve trial by fire or other masonic
- rituals, we don't use Access Control Lists, and we've always been
- exceedingly good about folding talented newcomers in our arms and
- welcoming them to the project. No resume required.
-
-
-
- Major components of GNOME -- things we now consider to be absolutely core
- to the project -- were begun by energetic individuals with the desire to
- create something cool. Look at glade, zvt, libxml, dia, GNOME vfs,
- libart, the desktop icons... all of these were created by people who had
- not previously contributed heavily to the project, but who are now
- considered to be among our heavy hitters.
-
-
-
- The GNOME foundation must not stifle the interest of outsiders. An
- ill-conceived foundation could discourage outsider participation
- directly, by establishing rules which limit the ability of potential
- contributors to make their mark, or indirectly, by engendering an
- alienating sense of elitism. The stained glass of the cathedral creates a
- colorful spectacle for those inside, but from the outside, the building
- is just a hulking grey edifice, intimidating and impenetrable.
-
-
-
- This principle has real, concrete meaning for the foundation: All
- discussions must be publicly viewable, any person must have the
- opportunity to contribute to the decision-making process, and every GNOME
- contributor must have the direct ability to influence the decisions which
- are made. The foundation must be democratic and friendly to those
- responsible for making GNOME what it is.
-
-
- GNOME is Free Software
-
- GNOME is part of the GNU project and supports the goals of the GNU
- project as defined by the Free Software Foundation. Free software
- licensing has always been a mainstay of GNOME, and we must ensure that
- this tradition continues. GNOME will include only Free software.
-
-
- GNOME is a Meritocracy
-
- Participation in the foundation is intended only for those individuals who
- are making contributions to the GNOME project and the software which makes
- up GNOME. A corporation, organization or individual should not be granted
- a place in the foundation unless its presence is justified by the merits
- of its contribution. Money cannot buy influence in the GNOME project: show
- us the code (or documentation, or translations, or leadership, or
- webmastering...).
-
-
-
- In the past, being a part of the GNOME project has simply meant
- I wrote some code
or I hang out on the mailing lists and build
- the thing from CVS frenetically every three hours.
There is no
- reason to change this.
-
-
- Build on What we Have (or: too much structure is poison)
-
- In many ways, GNOME is a unique project. Comprised of dozens of autonomous
- modules, GNOME has not been subject to iron-fisted structural
- leadership. Furthermore, there are many pieces of software which are core
- to GNOME which stand with one foot in our camp and one foot outside. There
- really is no clear analogue to GNOME among most other free software
- projects. GNOME is bigger than almost every other effort in existence ,
- more loosely organized, and possibly faster growing. Plus, GNOME sits on
- the frontier of the Linux application market, and is likely to continue to
- face growing pains as we try to meet the needs of ISVs (Independent
- Software Vendors) and others who are joining the movement.
-
-
-
- It would be impossible to impose a high degree of bureaucratic structure
- onto a heretofore amorphous and somewhat anarchic community. And it
- shouldn't be done, anyway. Let's not attempt to imitate some of the groups
- which are smaller, or which had more structure in their beginnings. Any
- new structure which the GNOME foundation provides, if taken too far, will
- be artificial, ignored, or at worst: really really annoying to developers.
-
-
-
- Furthermore, the foundation can have no real powers of enforcement;
- compliance with foundation decision should be an act of good-faith. If
- we've lost consensus to the point where we're regularly forcibly ejecting
- people from the foundation and co-opting their projects, we're sunk
- anyway.
-
-
-
- Heavy bureaucracy is not in our DNA. And it shouldn't be. So let's not
- try to graft an administrative superstructure onto the community we've
- built. Furthermore, too high a level of administrative overhead will gum
- up the works to the point where the foundation will completely cease to
- function and become useless and vestigial.
-
-
-
- Instead, the foundation will work with GNOME's strengths to make it
- better. A foundation that provides cohesion, vision, direction, and enough
- organization will be an incredible asset. A foundation that attempts to do
- this, but hides the iron fist under a velvet glove will not. Such an
- entity would likely be ignored, and words like fork
would be
- thrown around.
-
-
-
- The foundation should provide the project with just enough organization to
- accomplish its goals effectively. Some level of structure will be
- important for decision making, communication, and interacting with outside
- parties.
-
-
- Independence
-
- The foundation must act in the best interests of GNOME, independent of
- influence from outside organizations and corporations. No single entity
- should have the ability to direct GNOME to its own ends.
-
-
- II. Tasks of the Foundation
-
- Releasing GNOME, defining GNOME
-
- The foundation bears the responsibility of coordinating each subsequent
- release of GNOME. For each release, this will include setting a schedule
- (whether or not it is overlooked), choosing the set of modules which are a
- part of the release, and preparing the appropriate marketing materials.
-
-
-
- GNOME is a loose collection of independent projects. The foundation will
- determine the set of modules which fall under the GNOME umbrella. Most
- often, the foundation will endorse a project as a GNOME project simply by
- including it in a release. In some cases, however, a project that is not
- scheduled to be included in any particular release will be designated as a
- part of GNOME. In these ways, the foundation will be defining GNOME.
-
-
-
- It should be apparent that these two tasks (defining GNOME and doing
- releases) are interrelated: most often, defining GNOME is just determining
- which modules are a part of any given release.
-
-
- Public Image and Voice
-
- The foundation will be the principal entity with the ability to make
- official public statements for GNOME, such as press releases. The
- foundation will also be responsible for maintaining the GNOME
- brand,
and will have to determine the appropriate uses of the
- associated trademarks. The foundation will also be a hub for
- joint-marketing efforts by those organizations (corporate and non) which
- want to make GNOME-related announcements. Regional groups, created to
- promote GNOME in specific areas, may wish to make their own announcements
- about their efforts.
-
-
- Corporate and Organizational Point of Contact
-
- Companies and other organizations which want to communicate with the GNOME
- project should be able to use the foundation as their first point of
- contact. The foundation will be responsible for helping these
- organizations understand the GNOME project and become involved. The
- foundation will be vested with the power to represent GNOME in these
- conversations.
-
-
-
- The foundation will also act as a forum for discussions between the
- organizations and companies which have an interest in GNOME. There will be
- a subgroup of the foundation which will include members from these
- organizations to make this possible.
-
-
- Standards Definition
-
- As GNOME matures, it will become necessary to have an official set of
- standards which define GNOME compliance, for ISVs and for
- distributors. The foundation will be responsible for ratifying these
- standards, and authorizing the application of the GNOME trademark to them.
-
-
- Direction and Vision
-
- The GNOME foundation will provide a sense of leadership and cohesive
- direction to the GNOME project. The foundation will work to communicate a
- vision and set of goals for the future releases of GNOME. These should be
- communicated to the general public and to the project at large.
-
-
-
- As GNOME evolves, other duties which are appropriate and necessary for the
- foundation to undertake will emerge. Before the board of directors of the
- foundation takes on any major new duties, it shall consult with the
- broader GNOME community.
-
-
- Fund Receipt and Disbursement
-
- Individuals and organizations that want to make a monetary contribution
- to the GNOME project will be able to do so by making a contribution to
- the GNOME foundation. The foundation will be in charge of disbursing
- these funds to the benefit of GNOME and, to the extent possible, in
- accordance with the wishes of the benefactor.
-
-
- III. Basic Structure and Operation of the Foundation
-
- The foundation will be global in scope, but incorporated in the United
- States. Affiliated foundations, created for the purpose of promoting
- GNOME, supporting developers or disbursement of funds, may be created in
- many countries or geographic areas.
-
-
-
- The GNOME foundation is divided into three bodies: the Membership, the
- Board of Directors, and the Advisory Board.
-
-
- Membership
-
- The Membership will be a large body made up of people who have made a
- contribution to any module which is part of GNOME. The intent of the
- Membership is to provide the opportunity for all contributors to have a
- place and a voice in the GNOME foundation. The Membership will be open to
- all people who want to be a member and who have made any kind of
- contribution to any part of the GNOME project, with no membership fee,
- and no requirement of organizational or corporate affiliation.
-
-
-
- The membership will have two responsibilities: electing the Board of
- Directors, and issuing popular referenda on any issue under the
- jurisdiction of the foundation, at any time (hopefully an infrequent
- event).
-
-
- Board of Directors
-
- The board is the primary decision-making body of the GNOME foundation. It
- is responsible for ratifying all decisions the GNOME foundation
- makes. These decisions can be overturned by referendum.
-
-
-
- The board will be made up of a small, limited number of people, elected
- by the membership. New seats on the board may be made available as the
- project grows, subject to approval by the board or referendum of the
- membership.
-
-
-
- No single organization or company will be allowed to control more than
- 40% of the board seats, regardless of election results. In the event that
- individuals affiliated with a corporation or organization hold more than
- 40% of the seats, affiliates from that corporation will be required to
- resign until 40% is no longer held. Individuals affiliated with a company
- or organization are people who are employees, officers, or members of the
- board of directors of an organization; or have a significant consulting
- relationship; or own at least 1% of the equity or debt, or derivatives
- thereof, of a company.
-
-
-
- Notwithstanding the above, members of the board of directors shall act on
- behalf of all GNOME contributors in the best interest of the GNOME
- project. Although board members may be affiliated with companies that
- have an interest in the success of GNOME, they will not be considered
- representatives of companies with which they are affiliated. The GNOME
- Foundation Board of Advisors provides a forum for corporate
- representation.
-
-
- Advisory Board
-
- The Advisory Board is made up of companies and organizations which have a
- desire to participate in advising the foundation about releases and other
- decisions. The Advisory Board will have no decision-making ability. The
- Advisory Board is a place for its members to have open discussions about
- their GNOME-related strategies. Membership in the forum is open to all
- companies and groups who are interested in contributing to the GNOME
- project, subject to the approval of the board of directors.
-
-
- Note the following information about advisory board fees is
- outdated. Please see here for up-to-date information
-
- Corporate members will pay a membership fee of $10,000 to join the
- Advisory Board. There is no membership fee for non-profit organizations
- or companies with fewer than 10 employees. Additionally, membership fees
- may be waived upon request by the board of directors. We value
- contributions of code and hackers resource much more than membership
- dues!
-
-
-
- From time to time, ad-hoc committees may be formed, formally or
- informally, either by the board or the membership.
-
-
- IV. Board Meetings, Voting, Referendum and Election
-
- Board Meetings & Votes
-
- Voting sessions of the board of directors will be formal, performed
- either in-person, telephonically, via e-mail, or on IRC. This can be
- cryptographically authenticated with a registry of public keys. A simple
- majority is required to approve any measure. Often, decisions will be
- reached by consensus.
-
-
-
- Minutes shall be kept for all meetings of the board of directors. Votes
- on all topics will be recorded and attributed. All of these records will
- be archived and made publicly available immediately.
-
-
-
- On certain occasions, conversations within the GNOME Foundation will be
- confidential. On those occasions, notes from meetings etc. may be edited
- to maintain confidentiality. We will work to keep confidential
- conversations down to a minimum.
-
-
- Referendum
-
- A referendum can be issued by any member of the foundation.
-
-
-
- To be accepted, a request for a referendum must be endorsed by 10% of the
- Membership. The maximum number of valid endorsements from Members
- affiliated (as defined above) with any one corporation or organization
- shall be 5%.
-
-
-
- An electronic voting system will be established online, with members
- voting on a web page or by e-mail. In order for a referendum to pass,
- 1/3d of the total membership must participate, and 2/3ds of the
- participating members must approve. There will be a mailing list for all
- of the members, and all referenda must be announced to the list by the
- initiator before they are opened on the voting system. At least three
- days must pass before the referendum is closed, and no referendum can
- remain open for longer than fourteen days.
-
-
- Elections and Board Size
-
- Elections for the board of directors will be regularly held every
- year. Candidates for election must be members of the GNOME Foundation and
- shall nominate themselves. Members may vote for a number of candidates
- equal to the number of board slots that are available (in other words, if
- there are 10 slots on the board of directors, then each member may vote
- for up to 10 candidates).
-
-
-
- The board shall be composed of those candidates who receive the highest
- number of votes.
-
-
-
- The board of directors may be recalled by referendum, using the process
- described above. If the board of directors is recalled by referendum, new
- elections shall be held immediately.
-
-
-
- Between elections, board vacancies or new board slots shall be filled by
- appointment by the board of directors.
-
-
-
- The board of directors shall have at least 7 members and no more than 15
- members. Prior to each election, the board of directors shall determine
- the number of board seats for the next year. The initial board of
- directors shall be composed of 11 members.
-
-
-
- If more than half of the elected candidates are affiliated with one
- company (as defined above), elections returns shall be adjusted as
- follows. Individuals who are affiliated with the company which has an
- excess of representatives shall be removed based on the number of votes
- they received until such individuals no longer hold a majority of the
- seats on the board. Other candidates shall replace them, based on the
- number of votes they received. (In other words, if there are 10 board
- seats and 6 people from company X were elected, than the one person from
- that company who received the fewest number of votes will be replaced by
- the candidate who received the 11th highest number of votes).
-
-
- V. Release Engineering / Defining GNOME
-
- The board of directors will be responsible for authorizing the release of
- a new version of GNOME. The board will determine the set of modules
- which will make up the release.
-
-
-
- Operational management of the release may be handled by a board-appointed
- committee or individual, made up of general Members and/or directors. The
- membership will be able to affect all these decisions primarily by
- participating in the discussions which lead up to them. In extreme cases,
- a referendum can be used.
-
-
- VI. Funds
-
- One of the primary purposes of the GNOME foundation is to allow outsiders
- to contribute financially to the continued development of GNOME. These
- outsiders will make donations to the project, which will be disbursed by
- the board, under the advice of the membership.
-
-
- VII. Bootstrapping the GNOME Foundation
-
- The membership will be populated with all the consenting members of the
- GNOME-hackers mailing list, people holding CVS accounts, and anyone else
- who speaks out and wants to join when asked.
-
-
-
- A committee shall be established by the current GNOME Steering Committee
- to manage the membership list, add new members and oversee the elections.
-
-
-
- The first elections may be held prior to the incorporation of the
- Foundation but shall be held no later than 90 days from the incorporation
- of the GNOME Foundation. If the Foundation is incorporated prior to the
- first elections, the GNOME Steering Committee shall appoint on interim
- board of directors.
-
-
- VIII. Authors
-
- This document was put together from contributions by many people. The
- crucial first draft was written by Nat Friedman based on discussions he
- had with Joe Shaw. This document is maintained by the GNOME Foundation
- Board of directors.
-
-
-
- Numerous patches were submitted by:
-
-
- - Joe Shaw
- - Linas Vepstas
- - Maciej Stachowiak
- - Havoc Pennington
- - Daniel Veillard
- - Telsa Gwynne
- - Mike Prestner
- - Jim Gettys
- - Alan Cox
- - Kelly
- - Frank Hecker
- - Brian Behlendorff
- - Robert Humphreys
- - Rusty Conover
- - Miguel de Icaza
- - Elliott Lee
- - Others
-
-
- Please let me know who I need to delete/add.
-
- IX. Change log
-
- Changes since draft 4.1:
-
- - minor line-edits throughout
-
-
- Mission statement
-
- Rewrote mission statement. Removed sentence GNOME Foundation will
- oversee the technical direction of GNOME
.
-
-
- I. Principles
- Meritocracy:
-
- -
- Participation in the foundation is intended only for those people who
- are responsible for actual contributions to the software which makes up
- GNOME.
-
-
-
-
- Change to: Participation in the foundation is intended only for those
- individuals who are making contributions to the GNOME project and the
- software which makes up GNOME.
-
-
-
- Reason: previous language appears to exclude all non-hackers.
-
-
- III. Basic Structure
-
- -
- Board: qualified what it means to be
affiliated
with a
- company: added materiality requirement for consultants.
-
-
- -
- Board: lowered the maximum number of people who can be associated with
- any one company to 40% (previously 50%).
-
-
- -
- Board: clarified that board members do not represent their
- employers.
-
-
- -
- Board: changed 1% ownership rule to include warrants and options.
-
-
-
- IV. Board Meetings, Voting, Elections and Referendum
-
- - Elections and Board Size: rewrote this. Removed slate provisions.
-
- - Added provision that candidates must be members.
-
-
- VII. Bootstrapping the Foundation
-
- -
-
A committee shall be established by the current GNOME Steering
- Committee to manage the membership list and add new members.
Added:
- and oversee the elections
.
-
-
- -
-
The first elections may be held prior to the incorporation of the
- Foundation but shall be held no later than 90 days from the incorporation
- of the GNOME Foundation. If the Foundation is incorporated prior to the
- first elections, the GNOME Steering Committee shall appoint on interim
- board of directors.
Made changes to account for elections prior to
- incorporation and to remove slate provision.
-
-
-
- VIII. Some open issues
-
- Removed this section. Reason for change: no longer needed.
-
-
- Changes since draft 4:
-
-
- - [missed a few]
- - - Added Authors listing
-
-
- Preface: Why a GNOME Foundation?:
-
- -
-
- Since the project was started in 1998
.
-
-
- Reason: avoid relative time reference.
-
-
- the number of paid developers has grown dramatically
- -
-
- technology has STARTED TO mature
.
-
-
- Reason: false advertising.
-
-
- - introduced the word Developer and explained that we use Hackers as well.
- - added
We need a new structure to more smoothly integrate new citizens into the community
- - changed: Over the next few years, we want to offer a state-of-the-art, fully free desktop to many people who today are not using computers
- - added
To achieve our goals in a timely manner, the project will need more focus than the curent structure can offer.
- - changed:
...the inevitable conflicts that arise in a diverse community.
-
-
- Changes since draft 3:
-
-
- - Added Preface: Why a GNOME Foundation?
-
- - Added Mission Statement
- - replaced
doesn't
by does not
and made other minor word changes.
-
- - renumbered sections.
-
-
- I. Principles
-
- -
-
- Renamed this to Principles of the GNOME Foundation and created
- II. Tasks of the GNOME Foundation
.
-
-
- Reason: The principles and tasks are really two different things
- that belong under separate headings.
-
-
-
- -
-
- Deleted introductory paragraph.
-
-
- Reason: it tried to explain the link between Principles and Tasks.
-
-
-
-
- Open and Public:
-
- -
-
- Deleted: We didn't get here by way of smoke-filled rooms and power
- hierarchies. We got here because of people.
-
-
- Reason: it's a negative statement that is somewhat
- anachronistic. Second sentence is a platitude. Removed by request.
-
-
- - Moved last paragraph to:
-
-
- Free Software:
-
- -
-
- Added: GNOME is part of the GNU project and supports the goals of the
- GNU project as defined by the Free Software Foundation.
-
-
-
- -
-
- Deleted as determined by the Board of Directors
.
-
-
- Reason: this is implementation wording. The board may delegate this
- task to a committee or deal with it in some other way.
-
-
-
-
- Meritocracy
-
- -
- Changed
participation should be available only to those
to
- participation is intended for
by request.
-
-
-
- Build on What we have
-
-
- Tasks:
-
-
- II. Structure and Operation
-
- Advisory Board:
-
- -
- Modified: Corporate members will pay an membership fee of $10,000 to
- join the Advisory Board. There is no membership fee for non-profit
- organizations or companies with less than 10 employees. Additionally,
- membership fees may be waived upon request by the board of directors. We
- value contributions of code and hackers resource much more than
- membership dues!
-
-
-
- III. Board Meetings, Voting, Elections and Referendum
-
- -
-
- Added Board Meetings section, which includes openness and
- confidentiality clause.
-
-
- Reason: moved from the Principles Section, where it didn't belong,
- since this is operational.
-
-
-
-
-
diff --git a/foundation.gnome.org/about/default.tex b/foundation.gnome.org/about/default.tex
deleted file mode 100644
index 6854bdb..0000000
--- a/foundation.gnome.org/about/default.tex
+++ /dev/null
@@ -1,73 +0,0 @@
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diff --git a/foundation.gnome.org/about/history/.cvsignore b/foundation.gnome.org/about/history/.cvsignore
deleted file mode 100644
index 4aad41f..0000000
--- a/foundation.gnome.org/about/history/.cvsignore
+++ /dev/null
@@ -1,3 +0,0 @@
-index.html
-Makefile.in
-Makefile
diff --git a/foundation.gnome.org/about/history/Makefile.am b/foundation.gnome.org/about/history/Makefile.am
deleted file mode 100644
index d6903c0..0000000
--- a/foundation.gnome.org/about/history/Makefile.am
+++ /dev/null
@@ -1,8 +0,0 @@
-SUBDIRS =
-
-urlpath = /about/history
-
-page_SCRIPTS = \
- index.html
-
-include $(top_srcdir)/rules.common
diff --git a/foundation.gnome.org/about/history/index.wml b/foundation.gnome.org/about/history/index.wml
deleted file mode 100644
index f080c1b..0000000
--- a/foundation.gnome.org/about/history/index.wml
+++ /dev/null
@@ -1,253 +0,0 @@
-
-
-
-
-
- The GNOME Foundation History
-
-
-
-
-
- Previous GNOME Foundation Boards
-
-
-
- July 2010 - June 2011
-
- The Board of Directors from July 2010 to June 2011 was:
-
-
-
- - Brian Cameron
- - Emily Chen
- - Paul Cutler
- - Og Maciel
- - Germán Póo-Caamaño
- - Andreas Nilsson
- - Bastien Nocera
-
-
- July 2009 - June 2010
-
-
- The Board of Directors from July 2009 to June 2010 was:
-
-
-
- - Brian Cameron
- - Jorge Castro *
- - Paul Cutler **
- - Diego Escalante Urrelo
- - Germán Póo-Caamaño
- - Srinivasa Ragavan
- - Vincent Untz
-
-
-
- * Lucas Rocha was elected, but resigned in February 2010. Jorge
- Castro has been nominated to replace Lucas Rocha as director. See the announce
- for more information.
-
-
-
- ** Behdad Esfahbod was elected, but resigned in March 2010.
- Paul Cutler has been nominated to replace Behdad Esfahbod as director.
- See the announce
- for more information.
-
-
-
- January 2008 - June 2009
-
-
- In September/October 2007, it was decided that the next board (and only
- the next one) will serve for 18 months, in order to align the start of
- the new board with GUADEC. Read the announcement.
-
-
-
- The Board of Directors from January 2008 to June 2009 was:
-
-
-
- - Brian Cameron
- - Diego Escalante Urrelo *
- - Behdad Esfahbod
- - John Palmieri
- - Lucas Rocha
- - Vincent Untz
- - Luis Villa
-
-
-
- * Jeff Waugh was elected, but resigned in December 2008. Diego Escalante Urrelo has been nominated to replace Jeff Waugh as director. See the announce for more information.
-
-
- Fall 2006 - Fall 2007
-
-
- The Board of Directors for Fall 2006 through Fall 2007 was:
-
-
-
- - Behdad Esfahbod
- - Glynn Foster
- - Quim Gil
- - Anne Østergaard
- - Lucas Rocha *
- - Vincent Untz
- - Jeff Waugh
-
-
-
- * Dave Neary was elected, but resigned in July 2007. Lucas Rocha has
- been nominated to replace Dave Neary as director. See the announce
- for more information.
-
-
- Fall 2005 - Fall 2006
-
-
- In October/November 2005, a vote was held to reduce the number of board
- directors from 11 to 7. Read the announcement.
-
-
-
- The Board of Directors for Fall 2005 through Fall 2006 was:
-
-
-
- - Jonathan Blandford
- - Quim Gil *
- - Federico Mena-Quintera
- - David Neary
- - Anne Østergaard
- - Vincent Untz
- - Jeff Waugh
-
-
-
- * Luis Villa was elected, but resigned in June 2006. Quim Gil has
- been nominated to replace Luis Villa as director. See the announce
- for more informations.
-
-
- Fall 2004 - Fall 2005
-
-
- The Board of Directors for Fall 2004 through Fall 2005 was:
-
-
-
- - Jonathan Blandford
- - Murray Cumming
- - Jody Goldberg
- - Miguel de Icaza
- - Federico Mena-Quintera
- - David Neary
- - Tim Ney
- - Christian Schaller
- - Owen Taylor (Chairperson)
- - Daniel Veillard
- - Luis Villa
-
-
- Fall 2003 - Fall 2004
-
-
- The Board of Directors for Fall 2003 through Fall 2004 was:
-
-
-
- - Jonathan Blandford
- - Dave Camp
- - Glynn Foster
- - Nat Friedman
- - Jody Goldberg
- - Bill Haneman
- - Leslie Proctors
- - Owen Taylor
- - Malcolm Tredinnick
- - Luis Villa
- - Jeff Waugh
-
-
- Fall 2002 - Fall 2003
-
-
- The Board of Directors for Fall 2002 through Fall 2003 was:
-
-
-
- - Jonathan Blandford
- - Miguel de Icaza
- - Glynn Foster
- - Nat Friedman
- - Jim Gettys
- - Jody Goldberg
- - Bill Haneman
- - James Henstridge
- - Daniel Veillard
- - Luis Villa
- - Jeff Waugh
-
-
- Fall 2001 - Fall 2002
-
-
- The Board of Directors for Fall 2001 through Fall 2002 was:
-
-
-
- - Jonathan Blandford
- - Miguel de Icaza
- - Nat Friedman
- - Jim Gettys
- - Jody Goldberg
- - Telsa Gwynne
- - James Henstridge
- - George Lebl
- - Federico Mena-Quintero
- - Havoc Pennington
- - Daniel Veillard
-
-
- Fall 2000 - Fall 2001
-
-
- The Board of Directors for Fall 2000 through Fall 2001 was:
-
-
-
- - Bart Decrem
- - Jim Gettys
- - John Heard
- - Miguel de Icaza
- - Raph Levien
- - Dan Mueth
- - Havoc Pennington
- - Federico Mena Quintero
- - Maciej Stachowiak
- - Owen Taylor
- - Daniel Veillard
-
-
-
-
diff --git a/foundation.gnome.org/about/index.wml b/foundation.gnome.org/about/index.wml
deleted file mode 100644
index 62e5443..0000000
--- a/foundation.gnome.org/about/index.wml
+++ /dev/null
@@ -1,129 +0,0 @@
-
-
-
-
-
- About the GNOME Foundation
-
-
-
-
-
- About the GNOME Foundation
-
-
- The GNOME Foundation is comprised of a number of bodies - the
- Board of Directors, the Executive Director, the Advisory Board
- and the GNOME Membership. The GNOME Foundation
- Charter outlines the overall purpose, structure, and process
- for the GNOME Foundation. The GNOME Foundation By-laws
- (PDF) document the policies and procedures of the Foundation as a
- non-profit group.
-
-
-
- The GNOME Foundation publishes Reports on its
- activities each quarter and each year. Here are the last reports:
-
-
-
-
- Board of Directors
-
-
- The GNOME Foundation is run by a Board of Directors, which is elected
- annually by the GNOME community, as the GNOME Membership, to carry out
- much of the GNOME Foundation's tasks. The Board of Directors meets every
- other week with a phone conference to discuss various topics pertaining
- to the regular activities of the GNOME Foundation and GNOME. The minutes
- to these meetings are posted publicly on the
- foundation-list mailing list and on the Minutes wiki
- page for easier access.
-
-
-
- The Board of Directors from July 2011 to June 2012 is:
-
-
-
- - Brian Cameron
- - Emmanuele Bassi
- - Ryan Lortie
- - Shaun McCance
- - Bastien Nocera
- - Stormy Peters
- - Germán Póo-Caamaño
-
-
-
- The history of the Board of Directors lists all
- directors elected in previous years.
-
-
- Executive Director
-
-
- Karen Sandler serves as the GNOME Foundation's executive director.
- The Executive Director is tasked with managing and growing the GNOME Foundation as an organization.
- Working with the Board of Directors, Advisory Board, and the GNOME
- Foundation members.
-
-
- Advisory Board
-
-
- The Advisory Board is made up of
- organizations and companies that support GNOME. The Advisory Board has no
- decision-making authority but provides a vehicle for its members to
- communicate with the Board of Directors and help the Directors guide the
- overall direction of GNOME and the GNOME Foundation. Get more details
- about the way the Advisory Board
- works.
-
-
-
- The Advisory Board consists of representatives from the following GNOME
- Foundation member corporations and projects:
-
-
-
- - Canonical
- - Collabora
- - Debian Project
- - Free Software Foundation
- - Google
- - IBM
- - Igalia
- - Intel
- - Motorola
- - Mozilla Foundation
- - Nokia
- - OLPC
- - Oracle
- - Red Hat
- - Software Freedom Law Center
- - Sugar Labs
- - SUSE
-
-
-
- Each Advisory Board member has up to three representatives. An up-to-date
- list of representatives is maintained on the Advisory Board wiki page.
-
-
- GNOME Foundation Membership
-
-
- The GNOME Foundation Membership consists of
- all the contributors to the GNOME project. Members can run for election
- to the Board of Directors, vote in the elections for the Board of
- Directors, and suggest referenda.
-
-
-
-
diff --git a/foundation.gnome.org/contact/.cvsignore b/foundation.gnome.org/contact/.cvsignore
deleted file mode 100644
index 4aad41f..0000000
--- a/foundation.gnome.org/contact/.cvsignore
+++ /dev/null
@@ -1,3 +0,0 @@
-index.html
-Makefile.in
-Makefile
diff --git a/foundation.gnome.org/contact/Makefile.am b/foundation.gnome.org/contact/Makefile.am
deleted file mode 100644
index 3b54370..0000000
--- a/foundation.gnome.org/contact/Makefile.am
+++ /dev/null
@@ -1,8 +0,0 @@
-SUBDIRS =
-
-urlpath = /contact
-
-page_SCRIPTS = \
- index.html
-
-include $(top_srcdir)/rules.common
diff --git a/foundation.gnome.org/contact/index.wml b/foundation.gnome.org/contact/index.wml
deleted file mode 100644
index 27764fc..0000000
--- a/foundation.gnome.org/contact/index.wml
+++ /dev/null
@@ -1,48 +0,0 @@
-
-
-
-
-
- Contact the GNOME Foundation
-
-
-
-
-
- Contact the GNOME Foundation
-
- Email
-
- - Board of Directors
- - Foundation Membership Committee
- - Foundation Elections Committee
-
-
- Mailing lists
-
- - Foundation mailing list
- - Foundation Announce mailing list
-
-
- Telephone
-
- Voice message for the foundation board and administrators can be left at
- +1-617-206-3947.**
-
-
-
- **Fraudulent checks - The Foundation rarely sends out checks, and never without prior discussion with the recipient. Those checks are usually for travel or other reimbursements for GNOME contributors. If you have received a check in the mail from the GNOME Foundation that you were not already expecting, it is likely fraudulent.
-
-
- Address
-
-
-GNOME Foundation
-PO Box 101
-Groton, MA 01450
-USA
-
-
-
diff --git a/foundation.gnome.org/finance/.cvsignore b/foundation.gnome.org/finance/.cvsignore
deleted file mode 100644
index fb9dd92..0000000
--- a/foundation.gnome.org/finance/.cvsignore
+++ /dev/null
@@ -1,3 +0,0 @@
-Makefile
-Makefile.in
-index.html
diff --git a/foundation.gnome.org/finance/GNOME2009-budget-with-actuals.ods b/foundation.gnome.org/finance/GNOME2009-budget-with-actuals.ods
deleted file mode 100644
index 4c127a4..0000000
Binary files a/foundation.gnome.org/finance/GNOME2009-budget-with-actuals.ods and /dev/null differ
diff --git a/foundation.gnome.org/finance/Makefile.am b/foundation.gnome.org/finance/Makefile.am
deleted file mode 100644
index c06d57f..0000000
--- a/foundation.gnome.org/finance/Makefile.am
+++ /dev/null
@@ -1,35 +0,0 @@
-SUBDIRS =
-
-urlpath = /finance
-
-page_SCRIPTS = \
- index.html
-
-page_DATA = \
- gnome-foundation-fiscal-year-04-and-03.pdf \
- gnome-foundation-fiscal-year-03-and-02.pdf \
- gnome-foundation-accountant-03.pdf \
- guadec-2004-financial-summary.pdf \
- gnome-foundation-fiscal-year-2007.pdf \
- GNOME2009-budget-with-actuals.ods \
- gnome-foundation-budget-2004.ods \
- gnome-foundation-budget-2010-final.ods \
- gnome-foundation-budget-2010-summary.pdf \
- gnome-foundation-budget-2010.ods \
- gnome-foundation-budget-2011-may.ods \
- gnome-foundation-budget-2011-june.ods \
- gnome-foundation-budget-2011-july.ods \
- gnome-foundation-budget-2011-summary.pdf \
- gnome-foundation-budget-2011.ods \
- gnome-foundation-fiscal-year-2004-balance-summary-draft.pdf \
- gnome-foundation-fiscal-year-2004-income-summary-draft.pdf \
- gnome-foundation-fiscal-year-2005-balance-summary.pdf \
- gnome-foundation-fiscal-year-2005-income-summary.pdf \
- guadec-budget-2004.pdf \
- guadec-budget-2006.ods \
- guadec-budget-2007.ods \
- guadec-budget-2008.ods \
- guadec-budget-consolidated.ods
-
-
-include $(top_srcdir)/rules.common
diff --git a/foundation.gnome.org/finance/gnome-foundation-accountant-03.pdf b/foundation.gnome.org/finance/gnome-foundation-accountant-03.pdf
deleted file mode 100644
index 24811d7..0000000
--- a/foundation.gnome.org/finance/gnome-foundation-accountant-03.pdf
+++ /dev/null
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