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neddyseagoon 08/08/31 21:45:12 |
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Modified: index.xml index.xml |
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Added: BylawsAdopted.xml BylawsAdopted.xml Fixing earlier |
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breakage |
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Log: |
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Revision Changes Path |
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1.21 xml/htdocs/foundation/en/index.xml |
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file : http://sources.gentoo.org/viewcvs.py/gentoo/xml/htdocs/foundation/en/index.xml?rev=1.21&view=markup |
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plain: http://sources.gentoo.org/viewcvs.py/gentoo/xml/htdocs/foundation/en/index.xml?rev=1.21&content-type=text/plain |
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diff : http://sources.gentoo.org/viewcvs.py/gentoo/xml/htdocs/foundation/en/index.xml?r1=1.20&r2=1.21 |
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Index: index.xml |
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=================================================================== |
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RCS file: /var/cvsroot/gentoo/xml/htdocs/foundation/en/index.xml,v |
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retrieving revision 1.20 |
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retrieving revision 1.21 |
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--- index.xml 31 Aug 2008 21:28:19 -0000 1.20 |
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+++ index.xml 31 Aug 2008 21:45:12 -0000 1.21 |
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@@ -316,7 +316,7 @@ |
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The following are links to other pages of information regarding the Gentoo Foundation and it's tasks: |
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</p> |
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<ul> |
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- <li><uri link="BylawsAdopted.xml">Blaws for the Gentoo Foundation</uri></li> |
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+ <li><uri link="BylawsAdopted.xml">Bylaws for the Gentoo Foundation</uri></li> |
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<li><uri link="funds.xml">Foundation funding and expenditures</uri></li> |
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<li><uri link="collecting-funds.xml">Guidelines for collecting donations for the Gentoo Foundation</uri></li> |
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<li><uri link="requesting-funds.xml">Requesting funds from the Gentoo Foundation</uri></li> |
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1.21 xml/htdocs/foundation/en/index.xml |
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file : http://sources.gentoo.org/viewcvs.py/gentoo/xml/htdocs/foundation/en/index.xml?rev=1.21&view=markup |
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plain: http://sources.gentoo.org/viewcvs.py/gentoo/xml/htdocs/foundation/en/index.xml?rev=1.21&content-type=text/plain |
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diff : http://sources.gentoo.org/viewcvs.py/gentoo/xml/htdocs/foundation/en/index.xml?r1=1.20&r2=1.21 |
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Index: index.xml |
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=================================================================== |
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RCS file: /var/cvsroot/gentoo/xml/htdocs/foundation/en/index.xml,v |
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retrieving revision 1.20 |
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retrieving revision 1.21 |
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diff -u -r1.20 -r1.21 |
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--- index.xml 31 Aug 2008 21:28:19 -0000 1.20 |
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+++ index.xml 31 Aug 2008 21:45:12 -0000 1.21 |
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@@ -316,7 +316,7 @@ |
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The following are links to other pages of information regarding the Gentoo Foundation and it's tasks: |
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</p> |
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<ul> |
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- <li><uri link="BylawsAdopted.xml">Blaws for the Gentoo Foundation</uri></li> |
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+ <li><uri link="BylawsAdopted.xml">Bylaws for the Gentoo Foundation</uri></li> |
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<li><uri link="funds.xml">Foundation funding and expenditures</uri></li> |
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<li><uri link="collecting-funds.xml">Guidelines for collecting donations for the Gentoo Foundation</uri></li> |
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<li><uri link="requesting-funds.xml">Requesting funds from the Gentoo Foundation</uri></li> |
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1.1 xml/htdocs/foundation/en/BylawsAdopted.xml |
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file : http://sources.gentoo.org/viewcvs.py/gentoo/xml/htdocs/foundation/en/BylawsAdopted.xml?rev=1.1&view=markup |
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plain: http://sources.gentoo.org/viewcvs.py/gentoo/xml/htdocs/foundation/en/BylawsAdopted.xml?rev=1.1&content-type=text/plain |
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Index: BylawsAdopted.xml |
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=================================================================== |
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<?xml version="1.0" encoding="UTF-8"?> |
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<!-- $Header: /var/cvsroot/gentoo/xml/htdocs/foundation/en/BylawsAdopted.xml,v 1.1 2008/08/31 21:45:12 neddyseagoon Exp $ --> |
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|
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<!DOCTYPE guide SYSTEM "/dtd/guide.dtd"> |
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|
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<guide lang="en"> |
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<title>Gentoo Foundation Bylaws</title> |
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|
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<author title="Author"> |
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<mail link=""></mail> |
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</author> |
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|
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<abstract> |
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This document sets out the Bylaws governing the Gentoo Foundation. |
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The Gentoo Foundation is an American not for profit entity originally incorporated in the state of New Mexico. |
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</abstract> |
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|
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<!-- The content of this document is licensed under the CC-BY-SA license --> |
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<!-- See http://creativecommons.org/licenses/by-sa/2.5 --> |
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<license/> |
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|
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<version>1</version> |
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<date>2008-08-31</date> |
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|
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<chapter> |
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<title>Article I Business offices</title> |
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<section> |
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<title>Business offices</title> |
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<body> |
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|
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<p> |
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The Gentoo Foundation shall not maintain offices other than the registered office described in Section 2.1 |
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</p> |
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|
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</body> |
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</section> |
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</chapter> |
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|
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|
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<chapter><title>Article II Registered offices and registered agents</title> |
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<section><title>Section 2.1. New Mexico</title> |
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<body> |
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|
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<p> |
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|
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The address of the initial registered office in the State of New Mexico and the name of the initial registered agent |
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of the foundation at such address are set forth in the Certificate of Incorporation. |
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</p> |
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<p> |
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The foundation may, from time to time, designate a different address as its registered office or a different person |
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as its registered agent, or both; provided, however, that such designation shall become effective upon the filing |
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of a statement of such change with the Secretary of State of the State of New Mexico as is required by law. |
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</p> |
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</body> |
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</section> |
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</chapter> |
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|
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<chapter><title>3. Article III Meetings of members</title> |
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<section><title>Section 3.1. Place of Meetings</title> |
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<body> |
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|
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<p> |
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Meetings of the members shall be held electronically in the manner specified by the Secretary in the meeting |
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calling notice. Normally in #gentoo-trustees on irc.freenode.net |
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|
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</p> |
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</body> |
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</section> |
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<section><title>Section 3.2. Annual Meeting</title> |
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<body> |
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<p> |
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A meeting of the members shall be held annually at such time as the Board of Trustees |
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may determine (which shall be, in the case of the first annual meeting, not more than thirteen (13) months |
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after the organization of the foundation and, in the case of all other meetings, not more than thirteen (13) |
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months after the date of the last annual meeting), at which annual meeting the members shall elect a |
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Board of Trustees and transact other proper business. |
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</p> |
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</body> |
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</section> |
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<section><title>Section 3.3. Special Meetings</title> |
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<body> |
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|
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<p> |
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Special meetings of the members shall be held when directed by the Chairman, President or the Board of Trustees, |
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or when requested in writing by not less than ten percent (10%) of all members. |
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</p> |
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</body> |
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</section> |
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<section><title>Section 3.4. Notice</title> |
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<body> |
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<p> |
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|
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|
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Notice stating the place, date and hour of the meeting and in the case of a special meeting, the purpose or purposes |
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for which the meeting is called, shall be delivered not less than ten (10) nor more than sixty (60) days before the date |
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of the meeting. Notices will be posted on appropriate mailing lists and in the /topic of the IRC channel to be |
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used for the meeting. |
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</p> |
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|
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|
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<p> |
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|
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If any such member delivers to the foundation a written notice setting forth his or her then current address, |
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the requirement that notice be given to such member shall be reinstated. |
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</p> |
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|
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</body> |
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</section> |
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<section><title>Section 3.5. Notice of Adjourned Meetings</title> |
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<body> |
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|
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<p> |
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When a meeting is adjourned to another time or place, the foundation shall not be required to give any notice of |
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the adjourned meeting if the time and place to which the meeting is adjourned are announced at the meeting |
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at which the adjournment is taken. |
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</p> |
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<p> |
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At the adjourned meeting, any business may be transacted that might have been transacted at the original meeting. |
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If, however, the adjournment is for more than thirty (30) days, or if after the adjournment the Board of Trustees |
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fixes a new record date for the adjourned meeting, a notice of the adjourned meeting shall be given as provided |
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in Section 3.4 above, to each member of record on the new record date entitled to vote at such meeting |
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</p> |
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|
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</body> |
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</section> |
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|
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|
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<section><title>Section 3.7. Fixing Record Date.</title> |
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<body> |
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<p> |
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|
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For the purpose of determining members entitled to vote at any meeting of members or any adjournment thereof, |
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the Board of Trustees may fix a record date, which record date shall not precede the date upon which the resolution |
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fixing the record date is adopted by the Board of Trustees, and which record date shall not be more than 60 nor |
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less than 10 days before the date of such meeting. |
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</p> |
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<p> |
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The record date shall be the date of poll opening, unless stated otherwise. |
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</p> |
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</body> |
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</section> |
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<section><title>Section 3.8. Record of Members Having Voting Rights</title> |
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<body> |
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<p> |
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The officer or agent having charge of the membership records of the foundation shall prepare and make, |
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at least ten (10) days before each meeting of members, a complete list of the members entitled to vote at |
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such meeting, arranged in alphabetical order, and showing the name, electronic signature (gpg key), and |
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electronic mail address of each member. This list is to be made publicly available online. Upon the wilful neglect |
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or refusal of the Trustees to produce such a list at any meeting for the election of Trustees, such Trustees |
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shall be ineligible for election to any office at such meeting. |
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</p> |
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</body> |
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</section> |
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|
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<section><title>Section 3.9. Member Quorum</title> |
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<body> |
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<p> |
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Except as otherwise required by law, by the Certificate of Incorporation or by these Bylaws, one-third (1/3) |
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of the members entitled to vote, represented in person, shall constitute a quorum at a meeting of members. |
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|
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After a quorum has been established at a members' meeting, the subsequent withdrawal of members, so as |
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to reduce the number of members in person entitled to vote at the meeting below the number required for a |
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quorum, shall not affect the validity of any action taken at the meeting or any adjournment thereof. |
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|
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After a quorum has been established at a members' meeting, the subsequent admission of new members, |
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so as to increase the number of members required for a quorum above the number of members present in |
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person entitled to vote at the meeting, shall not affect the validity of any action taken at the meeting or any |
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adjournment thereof. |
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</p> |
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</body> |
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</section> |
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<section><title>Section 3.10. Voting </title> |
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<body> |
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<p> |
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Each member shall be entitled to one vote on each matter submitted to a vote at a meeting of the members, |
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except as may otherwise be provided in the law of the State of New Mexico. |
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</p> |
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<p> |
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Members shall vote in person electronically |
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</p> |
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<p> |
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At any regular or special meeting as provided in Section 3.3, any question may be voted upon in the manner and |
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style deemed appropriate by the Secretary of the organization or chairman of the meeting. |
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</p> |
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|
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</body> |
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</section> |
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<section><title>Section 3.11. Proxies - Deleted </title> |
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<body> |
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<p> |
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</p> |
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</body> |
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</section> |
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<section><title>Section 3.12. Action by Members Without a Meeting.</title> |
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<body> |
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<p> |
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Any action required to be taken or which may be taken at any annual or special meeting of members of the |
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foundation, may be taken without a meeting, without prior notice and without a vote, if a written consent |
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setting forth the action so taken shall be signed by members having not less than the minimum number of |
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votes that would be necessary to authorize or take such action at a meeting at which all members entitled to vote |
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thereon were present and voted; provided, however, that no written consent shall be effective unless such consent |
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</p> |
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<ol> |
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<li>bears the date of signature by each member signing such consent and </li> |
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<li>is delivered to the foundation within sixty (60) days of the date on which the earliest consent was delivered to |
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the foundation.</li> |
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</ol> |
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<p> |
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Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent |
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shall be given to those members who have not consented in writing. |
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</p> |
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|
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</body> |
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</section> |
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</chapter> |
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|
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<chapter><title>Article IV Members</title> |
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<section><title>Section 4.1. Member Classes.</title> |
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<body> |
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<p> |
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There shall be one class of members, hereinafter referred to as full members. |
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</p> |
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</body> |
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</section> |
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<section><title>Section 4.2 Full Members</title> |
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<body> |
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<p> |
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Reserved |
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</p> |
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</body> |
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</section> |
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<section><title>Section 4.3. Admission of Members</title> |
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<body> |
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<p> |
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|
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Full members are admitted by eligible Gentoo developers voting in a Trustee election. |
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Eligible Gentoo developers are those that have been Gentoo developers for |
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one year or more at the closing time for casting votes. The Gentoo join |
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date being determined from the developers LDAP join date. |
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</p> |
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</body> |
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</section> |
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|
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<section><title>Section 4.4. Continuation of Membership</title> |
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<body> |
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<p> |
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Full members who remain Gentoo developers shall have there membership continued |
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until it is terminated in accordance with 4.8 or 4.9. |
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</p> |
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<p> |
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Full members who retire from the Gentoo project shall have there membership |
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continued while they indicate that they remain interested in the affairs of the Foundation |
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unless their membership is terminated in accordance with 4.8 or 4.9. |
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</p> |
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<p>Loss of interest in the foundation shall be signalled by failure to return a ballot in two successive |
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Trustee elections |
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</p> |
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</body> |
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</section> |
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<section><title>Section 4.5 to 4.7 Inclusive</title> |
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<body> |
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<p> |
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Reserved |
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</p> |
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</body> |
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</section> |
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<section><title>Section 4.8. Voluntary Withdrawal from Membership </title> |
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<body> |
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<p> |
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Members may withdraw from membership in the foundation at any time upon thirty (30) days' written, signed notice |
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delivered to an officer of the foundation, which notice may be by cryptographically signed electronic mail with a |
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valid signature. |
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</p> |
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</body> |
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</section> |
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<section><title>Section 4.9. Termination from Membership.</title> |
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<body> |
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<p> |
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Membership may be terminated by a majority vote of the board of trustees in the event that any member |
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acts contrary to the purpose(s) of the Gentoo Foundation. |
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</p> |
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</body> |
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</section> |
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<section><title>Section 4.10. Effect of Withdrawal or Termination of Membership. </title> |
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<body> |
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<p> |
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Upon any withdrawal or termination of the membership of any member, the membership, including all related |
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voting rights, of such member shall be terminated. |
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</p> |
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|
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</body> |
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</section> |
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</chapter> |
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|
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|
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<chapter><title>Article V Trustees</title> |
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<section><title>Section 5.1. Powers.</title> |
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<body> |
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|
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<p> |
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The business and affairs of the foundation shall be managed by or under the direction of the Board of Trustees, |
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the "Trustees", which may exercise all such powers of the foundation and do all such lawful acts and things as |
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are not by statute or by the Certificate of Incorporation or by these Bylaws specifically reserved to the members. |
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</p> |
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|
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</body> |
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</section> |
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<section><title>Section 5.2. Qualification</title> |
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<body> |
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|
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<p> |
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Trustees need not be residents of New Mexico or of the United States, but they must be members of the foundation. |
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</p> |
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<p> |
383 |
No individual shall serve as a Gentoo Foundation Trustee and Gentoo Council Member concurrently |
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</p> |
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|
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|
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</body> |
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</section> |
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<section><title>Section 5.3. Compensation</title> |
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<body> |
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|
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<p> |
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The positions of all Trustees are Honorary - No compensation, monetary or in kind shall be paid. |
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</p> |
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</body> |
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</section> |
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<section><title>Section 5.4. Number</title> |
398 |
<body> |
399 |
|
400 |
<p> |
401 |
The foundation shall initially have five (5) Trustees. Thereafter, the number of Trustees shall be fixed by the members |
402 |
at each annual meeting of members. The initial Trustees who shall hold office until their successors shall take office, |
403 |
are as follows: |
404 |
</p> |
405 |
<ul> |
406 |
<li>Roy Bamford (neddyseagoon)</li> |
407 |
<li>Ferris McCormick (fmccor)</li> |
408 |
<li>Joshua Jackson (tsunam)</li> |
409 |
<li>Tom Gall (tgall)</li> |
410 |
<li>William Thomson (wltjr)</li> |
411 |
</ul> |
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|
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</body> |
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</section> |
415 |
<section><title>Section 5.5. Election and Term</title> |
416 |
<body> |
417 |
<p> |
418 |
Trustees shall be elected by secret ballot of the members using the concordant voting system or other such suitable system. |
419 |
Elections shall be held nominally annual. |
420 |
</p> |
421 |
|
422 |
<p> |
423 |
Trustees shall normally hold office for a period not exceeding two electoral periods. |
424 |
Trustees shall retire annually by rotation (and may be re-elected). The first rotation shall |
425 |
be determined by the meeting of the Trustees held to adopt these Bylaws. |
426 |
</p> |
427 |
<p> |
428 |
Each Trustee shall hold office for the term |
429 |
for which he or she is elected and until his or her successor shall have been elected and qualified or until his or |
430 |
her earlier resignation, removal or death. |
431 |
</p> |
432 |
|
433 |
</body> |
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</section> |
435 |
|
436 |
<section><title>Section 5.6. Resignation and Removal of Trustees</title> |
437 |
<body> |
438 |
|
439 |
<p> |
440 |
A director may resign at any time upon written request to the foundation. Furthermore, any director or the entire |
441 |
Board of Trustees may be removed, with or without cause, by a vote of the majority of the members entitled to |
442 |
vote for the election of Trustees or as otherwise provided in the General Foundation Law of the State of New Mexico. |
443 |
</p> |
444 |
|
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</body> |
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</section> |
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<section><title>Section 5.7. Vacancies</title> |
448 |
<body> |
449 |
|
450 |
<p> |
451 |
Any vacancy occurring in the Board of Trustees, including any vacancy created by reason of an increase |
452 |
in the authorized number of Trustees, may be filled by the affirmative vote of a majority of the remaining |
453 |
Trustees though less than a quorum of the Board of Trustees or by a sole remaining director. |
454 |
A director elected to fill a vacancy shall hold office only until the next election of Trustees by the members. |
455 |
</p> |
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|
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</body> |
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</section> |
459 |
<section><title>Section 5.8. Quorum and Voting</title> |
460 |
<body> |
461 |
|
462 |
<p> |
463 |
A majority of the number of Trustees fixed in accordance with these Bylaws shall constitute a quorum for the |
464 |
transaction of business. The vote of a majority of the Trustees present at a meeting at which a quorum is present |
465 |
shall be the act of the Board of Trustees. |
466 |
</p> |
467 |
|
468 |
</body> |
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</section> |
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|
471 |
<section><title>Section 5.9. Executive and Other Committees</title> |
472 |
<body> |
473 |
|
474 |
<p> |
475 |
The Board of Trustees, by resolution adopted by a majority of the full Board of Trustees, may designate an |
476 |
Executive Committee from among its members and such other committees consisting of at least one director |
477 |
as determined by the Board of Trustees from time to time. Each committee, to the extent provided in such |
478 |
authorizing resolution, shall have and may exercise all the power and authority of the Board of Trustees in the |
479 |
management of the business and affairs of the foundation, as limited by the laws of the State of New Mexico. |
480 |
</p> |
481 |
<p> |
482 |
The Board of Trustees, by resolution adopted in accordance with this section, may designate one or more Trustees |
483 |
as alternate members of any such committee, who may act in the place and stead of any absent or disqualified |
484 |
member or members at any meeting of such committee. In the absence or disqualification of any member of any |
485 |
such committee or committees, the member or members thereof present at any meeting and not disqualified |
486 |
from voting, whether or not they constitute a quorum, may unanimously appoint another member of the Board |
487 |
of Trustees to act at the meeting in the place of any such absent or disqualified member. |
488 |
</p> |
489 |
|
490 |
</body> |
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</section> |
492 |
|
493 |
<section><title>Section 5.10. Place of Meetings.</title> |
494 |
<body> |
495 |
|
496 |
<p> |
497 |
All meetings of the Board of Trustees may be held in person or electronically, within or |
498 |
outside the State of New Mexico and within or outside the United States. |
499 |
</p> |
500 |
|
501 |
</body> |
502 |
</section> |
503 |
<section><title>Section 5.11. Time, Notice and Call of Meetings</title> |
504 |
<body> |
505 |
|
506 |
<p> |
507 |
Regular meetings of the Board of Trustees shall be held immediately following the annual meeting of |
508 |
members each year and at such times thereafter as the Board of Trustees may fix. No notice of regular |
509 |
Trustees' meetings shall be required. |
510 |
</p> |
511 |
<p> |
512 |
Special meetings of the Board of Trustees shall be held at such times as called by the Chairman of the Board, |
513 |
the President of the foundation, or any two (2) Trustees. Written notice of the time and place of special meetings |
514 |
of the Board of Trustees shall be given to each director by electronic mail at least two (2) days before the meeting. |
515 |
</p> |
516 |
<p> |
517 |
Notice of a meeting of the Board of Trustees need not be given to any director who signs a waiver of notice, |
518 |
either before or after the meeting. Attendance of a director at a meeting shall constitute a waiver of notice of |
519 |
such meeting and waiver of any and all objections to the place of the meeting, the time of the meeting, or the |
520 |
manner in which it has been called or conveyed, except when a director states, at the beginning of the meeting, |
521 |
any objection to the transaction of business because the meeting is not lawfully called or convened. |
522 |
</p> |
523 |
<p> |
524 |
Members of the Board of Trustees may participate in a meeting of such Board or of any committee designated |
525 |
by such Board by conference telephone or similar communications equipment by means of which all persons |
526 |
participating in the meeting can hear each other at the same time. Participating by such means shall constitute |
527 |
presence in person at a meeting. |
528 |
</p> |
529 |
|
530 |
</body> |
531 |
</section> |
532 |
|
533 |
<section><title>Section 5.12. Action Without a Meeting.</title> |
534 |
<body> |
535 |
|
536 |
<p> |
537 |
Any action required or permitted to be taken at a meeting of the Board of Trustees or of any committee thereof |
538 |
may be taken without a meeting if all the members of the board or committee, as the case may be, consent thereto |
539 |
in writing, and such writing is filed with the minutes of the proceedings of the board or committee. Such consent |
540 |
shall have the same effect as a unanimous vote. |
541 |
</p> |
542 |
|
543 |
</body> |
544 |
</section> |
545 |
|
546 |
<section><title>Section 5.13. Director Conflicts of Interest.</title> |
547 |
<body> |
548 |
|
549 |
<p> |
550 |
No contract or other transaction between the foundation and one or more of its Trustees or between the |
551 |
foundation and any other foundation, partnership, association or other organization in which one or more of |
552 |
the Trustees of the foundation are Trustees or officers or are financially interested, shall be void or voidable |
553 |
solely because of such relationship or interest or solely because such director or Trustees are present at or |
554 |
participate in the meeting of the Board of Trustees or a committee thereof which authorizes, approves or ratifies |
555 |
such contract or transaction or solely because his or her or their votes are counted for such purpose, if: |
556 |
</p> |
557 |
<ol> |
558 |
<li> |
559 |
The material facts as to the director's relationship or interest and as to the contract or transaction are disclosed |
560 |
or are known to the Board of Trustees or committee, and the Board of Trustees or committee in good faith |
561 |
authorizes, approves or ratifies the contract or transaction by the affirmative votes of a majority of the |
562 |
disinterested Trustees, even though the disinterested Trustees be less than a quorum; or |
563 |
</li> |
564 |
<li> |
565 |
The material facts as to their relationship or interest and as to the contract or transaction are disclosed or |
566 |
known to the members entitled to vote thereon, and the contract or transaction is specifically approved in good |
567 |
faith by vote of such members; or |
568 |
</li> |
569 |
<li> |
570 |
The contract or transaction is fair as to the foundation at the time it is authorized, approved or ratified by the |
571 |
Board of Trustees, a committee of the Board of Trustees or the members. |
572 |
</li> |
573 |
|
574 |
</ol> |
575 |
<p> |
576 |
Common or interested Trustees may be counted in determining the presence of a quorum at a meeting of |
577 |
the Board of Trustees or a committee thereof which authorizes, approves or ratifies such contract or transaction. |
578 |
</p> |
579 |
</body> |
580 |
</section> |
581 |
</chapter> |
582 |
|
583 |
<chapter><title>Article VI Officers</title> |
584 |
<section><title>Section 6.1. Officers.</title> |
585 |
<body> |
586 |
|
587 |
<p> |
588 |
The officers of the foundation shall consist of a President, a Secretary and a Treasurer, each of whom shall be |
589 |
elected by the Board of Trustees. A Chairman of the Board, one or more Vice Chairmen, one or more Vice |
590 |
Presidents, and such other officers and assistant officers and agents as may be deemed necessary may be |
591 |
elected or appointed by the Board of Trustees from time to time. Any two (2) or more offices may be held by the |
592 |
same person, except the offices of President and Secretary |
593 |
</p> |
594 |
</body> |
595 |
</section> |
596 |
|
597 |
<section><title>Section 6.2. Duties</title> |
598 |
<body> |
599 |
|
600 |
<p> |
601 |
The officers of the foundation shall have the following duties: |
602 |
</p> |
603 |
|
604 |
<ol> |
605 |
<li> |
606 |
Chairman of the Board. The Chairman of the Board, if one is elected, shall preside at all meetings of the |
607 |
Board of Trustees and members and shall have such other duties and authority as may be conferred by the |
608 |
Board of Trustees. |
609 |
</li> |
610 |
<li> |
611 |
Vice Chairman. The Vice Chairman, if one is elected, shall, in the absence or disability of the Chairman of the Board, |
612 |
perform the duties and exercise the powers of the Chairman of the Board. The Vice Chairman shall also perform |
613 |
whatever duties and have whatever powers the Board of Trustees may from time to time assign him/her. |
614 |
If more than one Vice Chairman is elected and the Chairman is absent or becomes disabled, the Board of Trustees |
615 |
shall choose one Vice Chairman to perform the duties and exercise the powers of the Chairman. |
616 |
</li> |
617 |
<li> |
618 |
President. The President shall be the chief executive officer of the foundation and shall have general and |
619 |
active management of the business and affairs of the foundation , subject to the direction of the Board of |
620 |
Trustees. If a Chairman of the Board is not elected, the President shall preside at all meetings of the Board of |
621 |
Trustees and members. |
622 |
</li> |
623 |
<li> |
624 |
Vice President. The Vice President, if one is elected, shall, in the absence or disability of the President, perform |
625 |
the duties and exercise the powers of the President. He or she also shall perform whatever duties and have |
626 |
whatever powers the Board of Trustees may from time to time assign him or her. If more than one Vice President |
627 |
is elected, one thereof shall be designated as Executive Vice President and shall, in the absence or disability |
628 |
of the President, perform the duties and exercise the powers of the President and each other Vice President shall |
629 |
only perform whatever duties and have whatever powers the Board of Trustees may from time to time assign him |
630 |
or her. |
631 |
</li> |
632 |
<li> |
633 |
Secretary and Assistant Secretary. The Secretary shall keep accurate records of the acts and proceedings |
634 |
of all meetings of the members and Trustees. The Secretary shall give all notices required by law and by these |
635 |
Bylaws. In addition, the Secretary shall have general charge of the corporate books and records and of the |
636 |
corporate seal, and he or she shall affix, or attest the affixing of, the corporate seal to any lawfully executed |
637 |
instrument requiring it. The Secretary shall have general charge of the membership records of the foundation |
638 |
and shall keep, at the registered or principal office of the foundation, a record of the members showing the |
639 |
name, address, telephone number, and electronic mail address of each member. The Secretary shall sign |
640 |
such instruments as may require his or her signature and, in general, shall perform all duties as may be |
641 |
assigned to him or her from time to time by the Chairman, the President or the Board of Trustees. |
642 |
The Assistant Secretary, if one is appointed, shall render assistance to the Secretary in all the responsibilities |
643 |
described above. |
644 |
</li> |
645 |
<li> |
646 |
Treasurer and Assistant Treasurer. The Treasurer shall have custody of all corporate funds and financial records, |
647 |
shall keep full and accurate accounts of receipts and disbursements and render accounts thereof at the annual |
648 |
meetings of members, and shall perform such other duties as may be prescribed by the Chairman, the President |
649 |
or the Board of Trustees. The Assistant Treasurer, if one is appointed, shall render assistance to the Treasurer |
650 |
in all of the responsibilities described above. |
651 |
</li> |
652 |
</ol> |
653 |
|
654 |
|
655 |
</body> |
656 |
</section> |
657 |
<section><title>Section 6.3 - Deleted</title> |
658 |
<body> |
659 |
|
660 |
<p> |
661 |
</p> |
662 |
|
663 |
</body> |
664 |
</section> |
665 |
<section><title>Section 6.4. Election and Term</title> |
666 |
<body> |
667 |
|
668 |
<p> |
669 |
|
670 |
Each officer shall be appointed by the Board of Trustees and shall hold office until such time as the officer |
671 |
resigns or is removed by the Board of Trustees |
672 |
|
673 |
</p> |
674 |
|
675 |
</body> |
676 |
</section> |
677 |
<section><title>Section 6.5. Removal of Officers.</title> |
678 |
<body> |
679 |
|
680 |
<p> |
681 |
Deleted |
682 |
</p> |
683 |
|
684 |
</body> |
685 |
</section> |
686 |
<section><title>Section 6.6. Vacancies.</title> |
687 |
<body> |
688 |
|
689 |
<p> |
690 |
Any vacancy, however occurring, in any office may be filled by the Board of Trustees. |
691 |
</p> |
692 |
|
693 |
</body> |
694 |
</section> |
695 |
<section><title>Section 6.7. Compensation.</title> |
696 |
<body> |
697 |
|
698 |
<p> |
699 |
The positions of all officers are Honorary - No compensation, monetary or in kind shall be paid. |
700 |
</p> |
701 |
|
702 |
</body> |
703 |
</section> |
704 |
</chapter> |
705 |
|
706 |
|
707 |
<chapter> |
708 |
<title>Article VII Books and Records</title> |
709 |
<section> |
710 |
<title>Section 7.1. Books and Records</title> |
711 |
<body> |
712 |
|
713 |
<p> |
714 |
The foundation shall keep correct and complete books and records of accounts and shall keep minutes |
715 |
of the proceedings of its members, Board of Trustees and committees of Trustees. |
716 |
</p> |
717 |
<p> |
718 |
The foundation shall keep at its registered office or principal place of business, or at the office of its transfer |
719 |
agent or registrar, or in the custody of the Secretary a record of the name, |
720 |
electronic mail address and public gpg key of each member, together with the date of any withdrawal or termination of such |
721 |
member's membership. |
722 |
</p> |
723 |
<p> |
724 |
Each member shall be responsible for notifying the foundation of changes to such member's, |
725 |
electronic mail address and public gpg key. |
726 |
</p> |
727 |
<p> |
728 |
Any books, records and minutes may be in written form or in any other form capable of being converted |
729 |
into clearly legible written form within a reasonable time. |
730 |
</p> |
731 |
</body> |
732 |
</section> |
733 |
|
734 |
<section> |
735 |
<title>Section 7.2. Members' Inspection Rights</title> |
736 |
<body> |
737 |
|
738 |
<p> |
739 |
Members' Inspection Rights. Any person who is a member, upon written demand under oath stating the purpose |
740 |
thereof, shall have the right to examine, in person or by agent or attorney, at any time during the foundation's |
741 |
usual hours for business, for any proper purpose as determined under the law of the State of New Mexico, the |
742 |
foundation's membership records and its other books and records and to make copies or extracts therefrom. |
743 |
</p> |
744 |
|
745 |
</body> |
746 |
</section> |
747 |
|
748 |
</chapter> |
749 |
|
750 |
<chapter> |
751 |
<title>Article VIII Nonprofit Status</title> |
752 |
<section> |
753 |
<title>Nonprofit Status</title> |
754 |
<body> |
755 |
|
756 |
<p> |
757 |
The foundation is organized and shall be operated as a not-for-profit membership foundation organized under |
758 |
New Mexico law. If the Board of Trustees of the foundation elects to seek and obtains an exemption for the |
759 |
foundation from federal taxation pursuant to Section 501(a) of the Internal Revenue Code, as amended |
760 |
(the "IRC"), and until such time, if ever, that such exemption is denied or lost, the foundation shall not be empowered |
761 |
to engage directly or indirectly in any activity which the foundation believes would be likely to invalidate its status |
762 |
as an organization exempt from federal taxation under Section 501(a) of the IRC as an organization described in |
763 |
Section 501(c) of the IRC. |
764 |
</p> |
765 |
|
766 |
</body> |
767 |
</section> |
768 |
</chapter> |
769 |
|
770 |
<chapter> |
771 |
<title>Article IX Corporate Seal</title> |
772 |
<section> |
773 |
<title>Corporate Seal</title> |
774 |
<body> |
775 |
|
776 |
<p> |
777 |
The Foundation shall not have a corporate seal |
778 |
</p> |
779 |
|
780 |
</body> |
781 |
</section> |
782 |
</chapter> |
783 |
|
784 |
|
785 |
<chapter> |
786 |
<title>Article X Amendment</title> |
787 |
<section> |
788 |
<title>Amendment</title> |
789 |
<body> |
790 |
|
791 |
<p> |
792 |
These Bylaws may be altered, amended or repealed by the Board of Trustees or by the members, and new |
793 |
Bylaws may be adopted by the Board of Trustees or by the members. No alteration, amendment or repeal of |
794 |
these Bylaws shall be effective unless and until the foundation attempts, in good faith, to give notice to the |
795 |
members of the foundation of such alteration, amendment or repeal at least fifteen (15) days prior to the |
796 |
effective date of such alteration, amendment or repeal, which notice shall be to each members electronic |
797 |
mail address. |
798 |
</p> |
799 |
|
800 |
</body> |
801 |
</section> |
802 |
</chapter> |
803 |
|
804 |
<chapter> |
805 |
<title>Article XI Limits on liability of Trustees</title> |
806 |
<section> |
807 |
<title>Limits on liability of Trustees</title> |
808 |
<body> |
809 |
|
810 |
<p> |
811 |
To the fullest extent permitted by the law of the State of New Mexico, as the same exists or may hereafter |
812 |
be amended, a director of the foundation shall not be personally liable to the foundation or its members for |
813 |
monetary damages for breach of fiduciary duty as a director. |
814 |
</p> |
815 |
|
816 |
</body> |
817 |
</section> |
818 |
</chapter> |
819 |
|
820 |
<chapter> |
821 |
<title>Article XII Indemnification of officers and Trustees</title> |
822 |
<section> |
823 |
<title>Section 12.1. Right to Indemnification</title> |
824 |
<body> |
825 |
|
826 |
<p> |
827 |
Each person who was or is a party or is threatened to be made a party to any threatened, pending or completed |
828 |
action, suit, or proceeding, whether civil, criminal, administrative, or investigative (other than an action by or in the |
829 |
right of the foundation), by reason of the fact that he or she is or was a director, officer or member of the |
830 |
foundation, or is or was serving at the request of the foundation as a director, officer, employee, or agent of |
831 |
another foundation, partnership, joint venture, trust, or other enterprise, shall be entitled to indemnification against |
832 |
expenses (including attorneys' fees), judgements, fines, and amounts paid in settlement to the fullest extent now or |
833 |
hereafter permitted by applicable law as long as such person acted in good faith and in a manner that such person |
834 |
reasonably believed to be in or not be opposed to the best interests of the foundation; provided, however, that the |
835 |
foundation shall indemnify any such person seeking indemnity in connection with an action, suit or proceeding |
836 |
(or part thereof) initiated by such person only if such action, suit or proceeding (or part thereof) was authorized |
837 |
by the Board of Trustees. |
838 |
</p> |
839 |
|
840 |
</body> |
841 |
</section> |
842 |
|
843 |
<section> |
844 |
<title>Section 12.2. Advance Payment of Expenses.</title> |
845 |
<body> |
846 |
|
847 |
<p> |
848 |
Expenses (including reasonable attorneys' fees) incurred by any person who is or was an officer, director or |
849 |
member of the foundation, or who is or was serving at the request of the foundation as an officer or director of |
850 |
another foundation, partnership, joint venture, trust or other enterprise, in defending any civil, criminal, |
851 |
administrative or investigative action, suit or proceeding, shall be paid by the foundation in advance of the final |
852 |
disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of such person |
853 |
to repay such amount if it is ultimately determined that he or she is not entitled under applicable law to be |
854 |
indemnified by the foundation. |
855 |
</p> |
856 |
|
857 |
</body> |
858 |
</section> |
859 |
|
860 |
<section> |
861 |
<title>Section 12.3. Right of Claimant to Bring Suit</title> |
862 |
<body> |
863 |
|
864 |
<p> |
865 |
If a claim under this Article is not paid in full by the foundation within ninety (90) days after a written claim |
866 |
has been received by the foundation, the claimant may at any time thereafter bring suit against the foundation |
867 |
to recover the unpaid amount of the claim and, if successful in whole or in part, the claimant shall be entitled to |
868 |
be paid also the expense of prosecuting such claim. It shall be a defence to any such action (other than an action |
869 |
brought to enforce a claim for expenses incurred in defending any action or proceeding in advance of its final |
870 |
disposition where the required undertaking has been tendered to the foundation unless such action is based on |
871 |
the claimant having committed an act involving moral turpitude) that the claimant has not met the standards of |
872 |
conduct which make indemnification permissible under the General Foundation Law of the State of New Mexico, |
873 |
but the burden of proving such defence shall be on the foundation. Neither the failure of the foundation |
874 |
(including its Board of Trustees, independent legal counsel, or its members) to have made a determination prior |
875 |
to the commencement of such action that indemnification of the claimant is proper in the circumstances because |
876 |
he or she has met the applicable standard of conduct set forth in the law of the State of New Mexico, nor an |
877 |
actual determination by the foundation (including its Board of Trustees, independent legal counsel, or its members) |
878 |
that the claimant has not met such applicable standard of conduct, shall be a defence to the action or create a |
879 |
presumption that the claimant has not met the applicable standard of conduct. |
880 |
</p> |
881 |
|
882 |
</body> |
883 |
</section> |
884 |
|
885 |
<section> |
886 |
<title>Section 12.4. Contract Rights.</title> |
887 |
<body> |
888 |
|
889 |
<p> |
890 |
The provisions of this Article shall be a contract between the foundation and each director, officer or member |
891 |
to which this Article applies. No repeal or modification of these Bylaws shall invalidate or detract from any right |
892 |
or obligation with respect to any state of facts existing prior to the time of such repeal or modification. |
893 |
</p> |
894 |
|
895 |
</body> |
896 |
</section> |
897 |
|
898 |
<section> |
899 |
<title>Section 12.5. Rights Non-exclusive</title> |
900 |
<body> |
901 |
|
902 |
<p> |
903 |
The indemnification and advancement of expenses provided by or granted pursuant to this Article shall not |
904 |
be deemed exclusive of any other rights to which those seeking indemnification or advancement of expenses |
905 |
may be entitled under any Bylaw, agreement, vote of members or disinterested Trustees or otherwise, both as |
906 |
to action in his or her official capacity and as to action in another capacity while holding such office. |
907 |
</p> |
908 |
|
909 |
</body> |
910 |
</section> |
911 |
|
912 |
<section> |
913 |
<title>Section 12.6. Insurance</title> |
914 |
<body> |
915 |
|
916 |
<p> |
917 |
The foundation may purchase and maintain insurance on behalf of any person who is or was a director, |
918 |
officer, member, employee or agent of the foundation, or is or was serving at the request of the foundation |
919 |
as a director, officer, employee or agent of another foundation, partnership, joint venture, trust or other |
920 |
enterprise against any liability asserted against him or her and incurred by him or her in any such capacity, |
921 |
or arising out of his or her status as such, whether or not the foundation would have the power to indemnify |
922 |
him or her against such liability under the provisions of this Article or of applicable law. |
923 |
</p> |
924 |
|
925 |
</body> |
926 |
</section> |
927 |
|
928 |
<section> |
929 |
<title>Section 12.7. Definitions</title> |
930 |
<body> |
931 |
|
932 |
<p> |
933 |
For purposes of this Article, references to "the foundation" shall include, in addition to the resulting foundation, |
934 |
any constituent foundation (including any constituent of a constituent) absorbed in a consolidation or merger |
935 |
which, if its separate existence had continued, would have had power and authority to indemnify its Trustees, |
936 |
officers, and employees or agents, so that any person who is or was a director, officer, employee or agent of |
937 |
such constituent foundation, or is or was serving at the request of such constituent foundation as a director, |
938 |
officer, employee or agent of another foundation, partnership, joint venture, trust or other enterprise, shall |
939 |
stand in the same position under this Article with respect to the resulting or surviving foundation as he or |
940 |
she would have with respect to such constituent foundation if its separate existence had continued, and |
941 |
references to "other enterprises" shall include employee benefit plans; references to "fines" shall include any |
942 |
excise taxes assessed on a person with respect to any employee benefit plan; and references to "serving at |
943 |
the request of the foundation" shall include any service as a director, officer, employee or agent of the foundation |
944 |
which imposes duties on, or involves services by, such director, officer, employee, or agent with respect to an |
945 |
employee benefit plan, its participants, or beneficiaries; and a person who acted in good faith and in a manner |
946 |
he or she reasonably believed to be in the interest of the participants and beneficiaries of an employee benefit |
947 |
plan shall be deemed to have acted in a manner "not opposed to the best interests of the foundation" as referred |
948 |
to in this Article. |
949 |
</p> |
950 |
|
951 |
</body> |
952 |
</section> |
953 |
|
954 |
<section> |
955 |
<title>Section 12.8. Continued Coverage</title> |
956 |
<body> |
957 |
|
958 |
<p> |
959 |
The indemnification and advancement of expenses provided by, or granted pursuant to this Article shall, |
960 |
unless otherwise provided when authorized or ratified, continue as to a person who has ceased to be a director, |
961 |
officer or member and shall inure to the benefit of the heirs, executors and administrators of such person |
962 |
</p> |
963 |
|
964 |
</body> |
965 |
</section> |
966 |
|
967 |
</chapter> |
968 |
<chapter> |
969 |
<title>Article XIII General provisions</title> |
970 |
<section> |
971 |
<title>Section 13.1. Checks</title> |
972 |
<body> |
973 |
|
974 |
<p> |
975 |
All checks or demands for money and notes of the foundation shall be signed by such officer or officers |
976 |
or such other person or persons as the Board of Trustees may from time to time designate. |
977 |
</p> |
978 |
|
979 |
</body> |
980 |
</section> |
981 |
|
982 |
<section> |
983 |
<title>Section 13.2. Fiscal Year.</title> |
984 |
<body> |
985 |
|
986 |
<p> |
987 |
The fiscal year of the foundation shall be fixed by resolution of the Board of Trustees. |
988 |
</p> |
989 |
|
990 |
</body> |
991 |
</section> |
992 |
|
993 |
<section> |
994 |
<title>Section 13.3. Loans. </title> |
995 |
<body> |
996 |
|
997 |
<p> |
998 |
No loans shall be contracted on behalf of the foundation and no evidence of indebtedness shall be issued |
999 |
in its name unless authorized by a resolution of the Board of Trustees. Such authority may be general or |
1000 |
confined to specific instances. |
1001 |
</p> |
1002 |
|
1003 |
</body> |
1004 |
</section> |
1005 |
|
1006 |
<section> |
1007 |
<title>Section 13.4. Deposits. </title> |
1008 |
<body> |
1009 |
|
1010 |
<p> |
1011 |
All funds of the foundation not otherwise employed shall be deposited from time to time to the credit |
1012 |
of the foundation in such depositories as the Board of Trustees shall direct. |
1013 |
</p> |
1014 |
|
1015 |
</body> |
1016 |
</section> |
1017 |
|
1018 |
<section> |
1019 |
<title>Section 13.5. Contracts. </title> |
1020 |
<body> |
1021 |
|
1022 |
<p> |
1023 |
The Board of Trustees may authorize any officer or officers, agent or agents, to enter into any contract or |
1024 |
execute and deliver any instrument on behalf of the foundation, and such authority may be general or confined |
1025 |
to specific instances. |
1026 |
</p> |
1027 |
|
1028 |
</body> |
1029 |
</section> |
1030 |
|
1031 |
<section> |
1032 |
<title>Section 13.6. Counterpart Execution: Facsimile Execution.</title> |
1033 |
<body> |
1034 |
|
1035 |
<p> |
1036 |
Any document requiring the signature of the Trustees and/or members may be executed in any number of |
1037 |
counterparts with the same effect as if all of the required signatories had signed the same document. |
1038 |
Such executions may be transmitted to the foundation and/or the other Trustees and/or members by facsimile |
1039 |
and such facsimile execution shall have the full force and effect of an original signature. |
1040 |
All fully executed counterparts, whether original executions or facsimile executions or a combination, |
1041 |
shall be construed together and shall constitute one and the same agreement. |
1042 |
</p> |
1043 |
|
1044 |
</body> |
1045 |
</section> |
1046 |
|
1047 |
</chapter> |
1048 |
|
1049 |
|
1050 |
</guide> |
1051 |
|
1052 |
|
1053 |
|
1054 |
1.1 xml/htdocs/foundation/en/BylawsAdopted.xml |
1055 |
|
1056 |
file : http://sources.gentoo.org/viewcvs.py/gentoo/xml/htdocs/foundation/en/BylawsAdopted.xml?rev=1.1&view=markup |
1057 |
plain: http://sources.gentoo.org/viewcvs.py/gentoo/xml/htdocs/foundation/en/BylawsAdopted.xml?rev=1.1&content-type=text/plain |
1058 |
|
1059 |
Index: BylawsAdopted.xml |
1060 |
=================================================================== |
1061 |
<?xml version="1.0" encoding="UTF-8"?> |
1062 |
<!-- $Header: /var/cvsroot/gentoo/xml/htdocs/foundation/en/BylawsAdopted.xml,v 1.1 2008/08/31 21:45:12 neddyseagoon Exp $ --> |
1063 |
|
1064 |
<!DOCTYPE guide SYSTEM "/dtd/guide.dtd"> |
1065 |
|
1066 |
<guide lang="en"> |
1067 |
<title>Gentoo Foundation Bylaws</title> |
1068 |
|
1069 |
<author title="Author"> |
1070 |
<mail link=""></mail> |
1071 |
</author> |
1072 |
|
1073 |
<abstract> |
1074 |
This document sets out the Bylaws governing the Gentoo Foundation. |
1075 |
The Gentoo Foundation is an American not for profit entity originally incorporated in the state of New Mexico. |
1076 |
</abstract> |
1077 |
|
1078 |
<!-- The content of this document is licensed under the CC-BY-SA license --> |
1079 |
<!-- See http://creativecommons.org/licenses/by-sa/2.5 --> |
1080 |
<license/> |
1081 |
|
1082 |
<version>1</version> |
1083 |
<date>2008-08-31</date> |
1084 |
|
1085 |
<chapter> |
1086 |
<title>Article I Business offices</title> |
1087 |
<section> |
1088 |
<title>Business offices</title> |
1089 |
<body> |
1090 |
|
1091 |
<p> |
1092 |
The Gentoo Foundation shall not maintain offices other than the registered office described in Section 2.1 |
1093 |
</p> |
1094 |
|
1095 |
</body> |
1096 |
</section> |
1097 |
</chapter> |
1098 |
|
1099 |
|
1100 |
<chapter><title>Article II Registered offices and registered agents</title> |
1101 |
<section><title>Section 2.1. New Mexico</title> |
1102 |
<body> |
1103 |
|
1104 |
<p> |
1105 |
|
1106 |
The address of the initial registered office in the State of New Mexico and the name of the initial registered agent |
1107 |
of the foundation at such address are set forth in the Certificate of Incorporation. |
1108 |
</p> |
1109 |
<p> |
1110 |
The foundation may, from time to time, designate a different address as its registered office or a different person |
1111 |
as its registered agent, or both; provided, however, that such designation shall become effective upon the filing |
1112 |
of a statement of such change with the Secretary of State of the State of New Mexico as is required by law. |
1113 |
</p> |
1114 |
</body> |
1115 |
</section> |
1116 |
</chapter> |
1117 |
|
1118 |
<chapter><title>3. Article III Meetings of members</title> |
1119 |
<section><title>Section 3.1. Place of Meetings</title> |
1120 |
<body> |
1121 |
|
1122 |
<p> |
1123 |
Meetings of the members shall be held electronically in the manner specified by the Secretary in the meeting |
1124 |
calling notice. Normally in #gentoo-trustees on irc.freenode.net |
1125 |
|
1126 |
</p> |
1127 |
</body> |
1128 |
</section> |
1129 |
<section><title>Section 3.2. Annual Meeting</title> |
1130 |
<body> |
1131 |
<p> |
1132 |
A meeting of the members shall be held annually at such time as the Board of Trustees |
1133 |
may determine (which shall be, in the case of the first annual meeting, not more than thirteen (13) months |
1134 |
after the organization of the foundation and, in the case of all other meetings, not more than thirteen (13) |
1135 |
months after the date of the last annual meeting), at which annual meeting the members shall elect a |
1136 |
Board of Trustees and transact other proper business. |
1137 |
</p> |
1138 |
</body> |
1139 |
</section> |
1140 |
<section><title>Section 3.3. Special Meetings</title> |
1141 |
<body> |
1142 |
|
1143 |
<p> |
1144 |
Special meetings of the members shall be held when directed by the Chairman, President or the Board of Trustees, |
1145 |
or when requested in writing by not less than ten percent (10%) of all members. |
1146 |
</p> |
1147 |
</body> |
1148 |
</section> |
1149 |
<section><title>Section 3.4. Notice</title> |
1150 |
<body> |
1151 |
<p> |
1152 |
|
1153 |
|
1154 |
Notice stating the place, date and hour of the meeting and in the case of a special meeting, the purpose or purposes |
1155 |
for which the meeting is called, shall be delivered not less than ten (10) nor more than sixty (60) days before the date |
1156 |
of the meeting. Notices will be posted on appropriate mailing lists and in the /topic of the IRC channel to be |
1157 |
used for the meeting. |
1158 |
</p> |
1159 |
|
1160 |
|
1161 |
<p> |
1162 |
|
1163 |
If any such member delivers to the foundation a written notice setting forth his or her then current address, |
1164 |
the requirement that notice be given to such member shall be reinstated. |
1165 |
</p> |
1166 |
|
1167 |
</body> |
1168 |
</section> |
1169 |
<section><title>Section 3.5. Notice of Adjourned Meetings</title> |
1170 |
<body> |
1171 |
|
1172 |
<p> |
1173 |
When a meeting is adjourned to another time or place, the foundation shall not be required to give any notice of |
1174 |
the adjourned meeting if the time and place to which the meeting is adjourned are announced at the meeting |
1175 |
at which the adjournment is taken. |
1176 |
</p> |
1177 |
<p> |
1178 |
At the adjourned meeting, any business may be transacted that might have been transacted at the original meeting. |
1179 |
If, however, the adjournment is for more than thirty (30) days, or if after the adjournment the Board of Trustees |
1180 |
fixes a new record date for the adjourned meeting, a notice of the adjourned meeting shall be given as provided |
1181 |
in Section 3.4 above, to each member of record on the new record date entitled to vote at such meeting |
1182 |
</p> |
1183 |
|
1184 |
</body> |
1185 |
</section> |
1186 |
|
1187 |
|
1188 |
<section><title>Section 3.7. Fixing Record Date.</title> |
1189 |
<body> |
1190 |
<p> |
1191 |
|
1192 |
For the purpose of determining members entitled to vote at any meeting of members or any adjournment thereof, |
1193 |
the Board of Trustees may fix a record date, which record date shall not precede the date upon which the resolution |
1194 |
fixing the record date is adopted by the Board of Trustees, and which record date shall not be more than 60 nor |
1195 |
less than 10 days before the date of such meeting. |
1196 |
</p> |
1197 |
<p> |
1198 |
The record date shall be the date of poll opening, unless stated otherwise. |
1199 |
</p> |
1200 |
</body> |
1201 |
</section> |
1202 |
<section><title>Section 3.8. Record of Members Having Voting Rights</title> |
1203 |
<body> |
1204 |
<p> |
1205 |
The officer or agent having charge of the membership records of the foundation shall prepare and make, |
1206 |
at least ten (10) days before each meeting of members, a complete list of the members entitled to vote at |
1207 |
such meeting, arranged in alphabetical order, and showing the name, electronic signature (gpg key), and |
1208 |
electronic mail address of each member. This list is to be made publicly available online. Upon the wilful neglect |
1209 |
or refusal of the Trustees to produce such a list at any meeting for the election of Trustees, such Trustees |
1210 |
shall be ineligible for election to any office at such meeting. |
1211 |
</p> |
1212 |
</body> |
1213 |
</section> |
1214 |
|
1215 |
<section><title>Section 3.9. Member Quorum</title> |
1216 |
<body> |
1217 |
<p> |
1218 |
Except as otherwise required by law, by the Certificate of Incorporation or by these Bylaws, one-third (1/3) |
1219 |
of the members entitled to vote, represented in person, shall constitute a quorum at a meeting of members. |
1220 |
|
1221 |
After a quorum has been established at a members' meeting, the subsequent withdrawal of members, so as |
1222 |
to reduce the number of members in person entitled to vote at the meeting below the number required for a |
1223 |
quorum, shall not affect the validity of any action taken at the meeting or any adjournment thereof. |
1224 |
|
1225 |
After a quorum has been established at a members' meeting, the subsequent admission of new members, |
1226 |
so as to increase the number of members required for a quorum above the number of members present in |
1227 |
person entitled to vote at the meeting, shall not affect the validity of any action taken at the meeting or any |
1228 |
adjournment thereof. |
1229 |
</p> |
1230 |
</body> |
1231 |
</section> |
1232 |
<section><title>Section 3.10. Voting </title> |
1233 |
<body> |
1234 |
<p> |
1235 |
Each member shall be entitled to one vote on each matter submitted to a vote at a meeting of the members, |
1236 |
except as may otherwise be provided in the law of the State of New Mexico. |
1237 |
</p> |
1238 |
<p> |
1239 |
Members shall vote in person electronically |
1240 |
</p> |
1241 |
<p> |
1242 |
At any regular or special meeting as provided in Section 3.3, any question may be voted upon in the manner and |
1243 |
style deemed appropriate by the Secretary of the organization or chairman of the meeting. |
1244 |
</p> |
1245 |
|
1246 |
</body> |
1247 |
</section> |
1248 |
<section><title>Section 3.11. Proxies - Deleted </title> |
1249 |
<body> |
1250 |
<p> |
1251 |
</p> |
1252 |
</body> |
1253 |
</section> |
1254 |
<section><title>Section 3.12. Action by Members Without a Meeting.</title> |
1255 |
<body> |
1256 |
<p> |
1257 |
Any action required to be taken or which may be taken at any annual or special meeting of members of the |
1258 |
foundation, may be taken without a meeting, without prior notice and without a vote, if a written consent |
1259 |
setting forth the action so taken shall be signed by members having not less than the minimum number of |
1260 |
votes that would be necessary to authorize or take such action at a meeting at which all members entitled to vote |
1261 |
thereon were present and voted; provided, however, that no written consent shall be effective unless such consent |
1262 |
</p> |
1263 |
<ol> |
1264 |
<li>bears the date of signature by each member signing such consent and </li> |
1265 |
<li>is delivered to the foundation within sixty (60) days of the date on which the earliest consent was delivered to |
1266 |
the foundation.</li> |
1267 |
</ol> |
1268 |
<p> |
1269 |
Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent |
1270 |
shall be given to those members who have not consented in writing. |
1271 |
</p> |
1272 |
|
1273 |
</body> |
1274 |
</section> |
1275 |
</chapter> |
1276 |
|
1277 |
<chapter><title>Article IV Members</title> |
1278 |
<section><title>Section 4.1. Member Classes.</title> |
1279 |
<body> |
1280 |
<p> |
1281 |
There shall be one class of members, hereinafter referred to as full members. |
1282 |
</p> |
1283 |
</body> |
1284 |
</section> |
1285 |
<section><title>Section 4.2 Full Members</title> |
1286 |
<body> |
1287 |
<p> |
1288 |
Reserved |
1289 |
</p> |
1290 |
</body> |
1291 |
</section> |
1292 |
<section><title>Section 4.3. Admission of Members</title> |
1293 |
<body> |
1294 |
<p> |
1295 |
|
1296 |
Full members are admitted by eligible Gentoo developers voting in a Trustee election. |
1297 |
Eligible Gentoo developers are those that have been Gentoo developers for |
1298 |
one year or more at the closing time for casting votes. The Gentoo join |
1299 |
date being determined from the developers LDAP join date. |
1300 |
</p> |
1301 |
</body> |
1302 |
</section> |
1303 |
|
1304 |
<section><title>Section 4.4. Continuation of Membership</title> |
1305 |
<body> |
1306 |
<p> |
1307 |
Full members who remain Gentoo developers shall have there membership continued |
1308 |
until it is terminated in accordance with 4.8 or 4.9. |
1309 |
</p> |
1310 |
<p> |
1311 |
Full members who retire from the Gentoo project shall have there membership |
1312 |
continued while they indicate that they remain interested in the affairs of the Foundation |
1313 |
unless their membership is terminated in accordance with 4.8 or 4.9. |
1314 |
</p> |
1315 |
<p>Loss of interest in the foundation shall be signalled by failure to return a ballot in two successive |
1316 |
Trustee elections |
1317 |
</p> |
1318 |
</body> |
1319 |
</section> |
1320 |
<section><title>Section 4.5 to 4.7 Inclusive</title> |
1321 |
<body> |
1322 |
<p> |
1323 |
Reserved |
1324 |
</p> |
1325 |
</body> |
1326 |
</section> |
1327 |
<section><title>Section 4.8. Voluntary Withdrawal from Membership </title> |
1328 |
<body> |
1329 |
<p> |
1330 |
Members may withdraw from membership in the foundation at any time upon thirty (30) days' written, signed notice |
1331 |
delivered to an officer of the foundation, which notice may be by cryptographically signed electronic mail with a |
1332 |
valid signature. |
1333 |
</p> |
1334 |
</body> |
1335 |
</section> |
1336 |
<section><title>Section 4.9. Termination from Membership.</title> |
1337 |
<body> |
1338 |
<p> |
1339 |
Membership may be terminated by a majority vote of the board of trustees in the event that any member |
1340 |
acts contrary to the purpose(s) of the Gentoo Foundation. |
1341 |
</p> |
1342 |
</body> |
1343 |
</section> |
1344 |
<section><title>Section 4.10. Effect of Withdrawal or Termination of Membership. </title> |
1345 |
<body> |
1346 |
<p> |
1347 |
Upon any withdrawal or termination of the membership of any member, the membership, including all related |
1348 |
voting rights, of such member shall be terminated. |
1349 |
</p> |
1350 |
|
1351 |
</body> |
1352 |
</section> |
1353 |
</chapter> |
1354 |
|
1355 |
|
1356 |
<chapter><title>Article V Trustees</title> |
1357 |
<section><title>Section 5.1. Powers.</title> |
1358 |
<body> |
1359 |
|
1360 |
<p> |
1361 |
The business and affairs of the foundation shall be managed by or under the direction of the Board of Trustees, |
1362 |
the "Trustees", which may exercise all such powers of the foundation and do all such lawful acts and things as |
1363 |
are not by statute or by the Certificate of Incorporation or by these Bylaws specifically reserved to the members. |
1364 |
</p> |
1365 |
|
1366 |
</body> |
1367 |
</section> |
1368 |
<section><title>Section 5.2. Qualification</title> |
1369 |
<body> |
1370 |
|
1371 |
<p> |
1372 |
Trustees need not be residents of New Mexico or of the United States, but they must be members of the foundation. |
1373 |
</p> |
1374 |
<p> |
1375 |
No individual shall serve as a Gentoo Foundation Trustee and Gentoo Council Member concurrently |
1376 |
</p> |
1377 |
|
1378 |
|
1379 |
</body> |
1380 |
</section> |
1381 |
<section><title>Section 5.3. Compensation</title> |
1382 |
<body> |
1383 |
|
1384 |
<p> |
1385 |
The positions of all Trustees are Honorary - No compensation, monetary or in kind shall be paid. |
1386 |
</p> |
1387 |
</body> |
1388 |
</section> |
1389 |
<section><title>Section 5.4. Number</title> |
1390 |
<body> |
1391 |
|
1392 |
<p> |
1393 |
The foundation shall initially have five (5) Trustees. Thereafter, the number of Trustees shall be fixed by the members |
1394 |
at each annual meeting of members. The initial Trustees who shall hold office until their successors shall take office, |
1395 |
are as follows: |
1396 |
</p> |
1397 |
<ul> |
1398 |
<li>Roy Bamford (neddyseagoon)</li> |
1399 |
<li>Ferris McCormick (fmccor)</li> |
1400 |
<li>Joshua Jackson (tsunam)</li> |
1401 |
<li>Tom Gall (tgall)</li> |
1402 |
<li>William Thomson (wltjr)</li> |
1403 |
</ul> |
1404 |
|
1405 |
</body> |
1406 |
</section> |
1407 |
<section><title>Section 5.5. Election and Term</title> |
1408 |
<body> |
1409 |
<p> |
1410 |
Trustees shall be elected by secret ballot of the members using the concordant voting system or other such suitable system. |
1411 |
Elections shall be held nominally annual. |
1412 |
</p> |
1413 |
|
1414 |
<p> |
1415 |
Trustees shall normally hold office for a period not exceeding two electoral periods. |
1416 |
Trustees shall retire annually by rotation (and may be re-elected). The first rotation shall |
1417 |
be determined by the meeting of the Trustees held to adopt these Bylaws. |
1418 |
</p> |
1419 |
<p> |
1420 |
Each Trustee shall hold office for the term |
1421 |
for which he or she is elected and until his or her successor shall have been elected and qualified or until his or |
1422 |
her earlier resignation, removal or death. |
1423 |
</p> |
1424 |
|
1425 |
</body> |
1426 |
</section> |
1427 |
|
1428 |
<section><title>Section 5.6. Resignation and Removal of Trustees</title> |
1429 |
<body> |
1430 |
|
1431 |
<p> |
1432 |
A director may resign at any time upon written request to the foundation. Furthermore, any director or the entire |
1433 |
Board of Trustees may be removed, with or without cause, by a vote of the majority of the members entitled to |
1434 |
vote for the election of Trustees or as otherwise provided in the General Foundation Law of the State of New Mexico. |
1435 |
</p> |
1436 |
|
1437 |
</body> |
1438 |
</section> |
1439 |
<section><title>Section 5.7. Vacancies</title> |
1440 |
<body> |
1441 |
|
1442 |
<p> |
1443 |
Any vacancy occurring in the Board of Trustees, including any vacancy created by reason of an increase |
1444 |
in the authorized number of Trustees, may be filled by the affirmative vote of a majority of the remaining |
1445 |
Trustees though less than a quorum of the Board of Trustees or by a sole remaining director. |
1446 |
A director elected to fill a vacancy shall hold office only until the next election of Trustees by the members. |
1447 |
</p> |
1448 |
|
1449 |
</body> |
1450 |
</section> |
1451 |
<section><title>Section 5.8. Quorum and Voting</title> |
1452 |
<body> |
1453 |
|
1454 |
<p> |
1455 |
A majority of the number of Trustees fixed in accordance with these Bylaws shall constitute a quorum for the |
1456 |
transaction of business. The vote of a majority of the Trustees present at a meeting at which a quorum is present |
1457 |
shall be the act of the Board of Trustees. |
1458 |
</p> |
1459 |
|
1460 |
</body> |
1461 |
</section> |
1462 |
|
1463 |
<section><title>Section 5.9. Executive and Other Committees</title> |
1464 |
<body> |
1465 |
|
1466 |
<p> |
1467 |
The Board of Trustees, by resolution adopted by a majority of the full Board of Trustees, may designate an |
1468 |
Executive Committee from among its members and such other committees consisting of at least one director |
1469 |
as determined by the Board of Trustees from time to time. Each committee, to the extent provided in such |
1470 |
authorizing resolution, shall have and may exercise all the power and authority of the Board of Trustees in the |
1471 |
management of the business and affairs of the foundation, as limited by the laws of the State of New Mexico. |
1472 |
</p> |
1473 |
<p> |
1474 |
The Board of Trustees, by resolution adopted in accordance with this section, may designate one or more Trustees |
1475 |
as alternate members of any such committee, who may act in the place and stead of any absent or disqualified |
1476 |
member or members at any meeting of such committee. In the absence or disqualification of any member of any |
1477 |
such committee or committees, the member or members thereof present at any meeting and not disqualified |
1478 |
from voting, whether or not they constitute a quorum, may unanimously appoint another member of the Board |
1479 |
of Trustees to act at the meeting in the place of any such absent or disqualified member. |
1480 |
</p> |
1481 |
|
1482 |
</body> |
1483 |
</section> |
1484 |
|
1485 |
<section><title>Section 5.10. Place of Meetings.</title> |
1486 |
<body> |
1487 |
|
1488 |
<p> |
1489 |
All meetings of the Board of Trustees may be held in person or electronically, within or |
1490 |
outside the State of New Mexico and within or outside the United States. |
1491 |
</p> |
1492 |
|
1493 |
</body> |
1494 |
</section> |
1495 |
<section><title>Section 5.11. Time, Notice and Call of Meetings</title> |
1496 |
<body> |
1497 |
|
1498 |
<p> |
1499 |
Regular meetings of the Board of Trustees shall be held immediately following the annual meeting of |
1500 |
members each year and at such times thereafter as the Board of Trustees may fix. No notice of regular |
1501 |
Trustees' meetings shall be required. |
1502 |
</p> |
1503 |
<p> |
1504 |
Special meetings of the Board of Trustees shall be held at such times as called by the Chairman of the Board, |
1505 |
the President of the foundation, or any two (2) Trustees. Written notice of the time and place of special meetings |
1506 |
of the Board of Trustees shall be given to each director by electronic mail at least two (2) days before the meeting. |
1507 |
</p> |
1508 |
<p> |
1509 |
Notice of a meeting of the Board of Trustees need not be given to any director who signs a waiver of notice, |
1510 |
either before or after the meeting. Attendance of a director at a meeting shall constitute a waiver of notice of |
1511 |
such meeting and waiver of any and all objections to the place of the meeting, the time of the meeting, or the |
1512 |
manner in which it has been called or conveyed, except when a director states, at the beginning of the meeting, |
1513 |
any objection to the transaction of business because the meeting is not lawfully called or convened. |
1514 |
</p> |
1515 |
<p> |
1516 |
Members of the Board of Trustees may participate in a meeting of such Board or of any committee designated |
1517 |
by such Board by conference telephone or similar communications equipment by means of which all persons |
1518 |
participating in the meeting can hear each other at the same time. Participating by such means shall constitute |
1519 |
presence in person at a meeting. |
1520 |
</p> |
1521 |
|
1522 |
</body> |
1523 |
</section> |
1524 |
|
1525 |
<section><title>Section 5.12. Action Without a Meeting.</title> |
1526 |
<body> |
1527 |
|
1528 |
<p> |
1529 |
Any action required or permitted to be taken at a meeting of the Board of Trustees or of any committee thereof |
1530 |
may be taken without a meeting if all the members of the board or committee, as the case may be, consent thereto |
1531 |
in writing, and such writing is filed with the minutes of the proceedings of the board or committee. Such consent |
1532 |
shall have the same effect as a unanimous vote. |
1533 |
</p> |
1534 |
|
1535 |
</body> |
1536 |
</section> |
1537 |
|
1538 |
<section><title>Section 5.13. Director Conflicts of Interest.</title> |
1539 |
<body> |
1540 |
|
1541 |
<p> |
1542 |
No contract or other transaction between the foundation and one or more of its Trustees or between the |
1543 |
foundation and any other foundation, partnership, association or other organization in which one or more of |
1544 |
the Trustees of the foundation are Trustees or officers or are financially interested, shall be void or voidable |
1545 |
solely because of such relationship or interest or solely because such director or Trustees are present at or |
1546 |
participate in the meeting of the Board of Trustees or a committee thereof which authorizes, approves or ratifies |
1547 |
such contract or transaction or solely because his or her or their votes are counted for such purpose, if: |
1548 |
</p> |
1549 |
<ol> |
1550 |
<li> |
1551 |
The material facts as to the director's relationship or interest and as to the contract or transaction are disclosed |
1552 |
or are known to the Board of Trustees or committee, and the Board of Trustees or committee in good faith |
1553 |
authorizes, approves or ratifies the contract or transaction by the affirmative votes of a majority of the |
1554 |
disinterested Trustees, even though the disinterested Trustees be less than a quorum; or |
1555 |
</li> |
1556 |
<li> |
1557 |
The material facts as to their relationship or interest and as to the contract or transaction are disclosed or |
1558 |
known to the members entitled to vote thereon, and the contract or transaction is specifically approved in good |
1559 |
faith by vote of such members; or |
1560 |
</li> |
1561 |
<li> |
1562 |
The contract or transaction is fair as to the foundation at the time it is authorized, approved or ratified by the |
1563 |
Board of Trustees, a committee of the Board of Trustees or the members. |
1564 |
</li> |
1565 |
|
1566 |
</ol> |
1567 |
<p> |
1568 |
Common or interested Trustees may be counted in determining the presence of a quorum at a meeting of |
1569 |
the Board of Trustees or a committee thereof which authorizes, approves or ratifies such contract or transaction. |
1570 |
</p> |
1571 |
</body> |
1572 |
</section> |
1573 |
</chapter> |
1574 |
|
1575 |
<chapter><title>Article VI Officers</title> |
1576 |
<section><title>Section 6.1. Officers.</title> |
1577 |
<body> |
1578 |
|
1579 |
<p> |
1580 |
The officers of the foundation shall consist of a President, a Secretary and a Treasurer, each of whom shall be |
1581 |
elected by the Board of Trustees. A Chairman of the Board, one or more Vice Chairmen, one or more Vice |
1582 |
Presidents, and such other officers and assistant officers and agents as may be deemed necessary may be |
1583 |
elected or appointed by the Board of Trustees from time to time. Any two (2) or more offices may be held by the |
1584 |
same person, except the offices of President and Secretary |
1585 |
</p> |
1586 |
</body> |
1587 |
</section> |
1588 |
|
1589 |
<section><title>Section 6.2. Duties</title> |
1590 |
<body> |
1591 |
|
1592 |
<p> |
1593 |
The officers of the foundation shall have the following duties: |
1594 |
</p> |
1595 |
|
1596 |
<ol> |
1597 |
<li> |
1598 |
Chairman of the Board. The Chairman of the Board, if one is elected, shall preside at all meetings of the |
1599 |
Board of Trustees and members and shall have such other duties and authority as may be conferred by the |
1600 |
Board of Trustees. |
1601 |
</li> |
1602 |
<li> |
1603 |
Vice Chairman. The Vice Chairman, if one is elected, shall, in the absence or disability of the Chairman of the Board, |
1604 |
perform the duties and exercise the powers of the Chairman of the Board. The Vice Chairman shall also perform |
1605 |
whatever duties and have whatever powers the Board of Trustees may from time to time assign him/her. |
1606 |
If more than one Vice Chairman is elected and the Chairman is absent or becomes disabled, the Board of Trustees |
1607 |
shall choose one Vice Chairman to perform the duties and exercise the powers of the Chairman. |
1608 |
</li> |
1609 |
<li> |
1610 |
President. The President shall be the chief executive officer of the foundation and shall have general and |
1611 |
active management of the business and affairs of the foundation , subject to the direction of the Board of |
1612 |
Trustees. If a Chairman of the Board is not elected, the President shall preside at all meetings of the Board of |
1613 |
Trustees and members. |
1614 |
</li> |
1615 |
<li> |
1616 |
Vice President. The Vice President, if one is elected, shall, in the absence or disability of the President, perform |
1617 |
the duties and exercise the powers of the President. He or she also shall perform whatever duties and have |
1618 |
whatever powers the Board of Trustees may from time to time assign him or her. If more than one Vice President |
1619 |
is elected, one thereof shall be designated as Executive Vice President and shall, in the absence or disability |
1620 |
of the President, perform the duties and exercise the powers of the President and each other Vice President shall |
1621 |
only perform whatever duties and have whatever powers the Board of Trustees may from time to time assign him |
1622 |
or her. |
1623 |
</li> |
1624 |
<li> |
1625 |
Secretary and Assistant Secretary. The Secretary shall keep accurate records of the acts and proceedings |
1626 |
of all meetings of the members and Trustees. The Secretary shall give all notices required by law and by these |
1627 |
Bylaws. In addition, the Secretary shall have general charge of the corporate books and records and of the |
1628 |
corporate seal, and he or she shall affix, or attest the affixing of, the corporate seal to any lawfully executed |
1629 |
instrument requiring it. The Secretary shall have general charge of the membership records of the foundation |
1630 |
and shall keep, at the registered or principal office of the foundation, a record of the members showing the |
1631 |
name, address, telephone number, and electronic mail address of each member. The Secretary shall sign |
1632 |
such instruments as may require his or her signature and, in general, shall perform all duties as may be |
1633 |
assigned to him or her from time to time by the Chairman, the President or the Board of Trustees. |
1634 |
The Assistant Secretary, if one is appointed, shall render assistance to the Secretary in all the responsibilities |
1635 |
described above. |
1636 |
</li> |
1637 |
<li> |
1638 |
Treasurer and Assistant Treasurer. The Treasurer shall have custody of all corporate funds and financial records, |
1639 |
shall keep full and accurate accounts of receipts and disbursements and render accounts thereof at the annual |
1640 |
meetings of members, and shall perform such other duties as may be prescribed by the Chairman, the President |
1641 |
or the Board of Trustees. The Assistant Treasurer, if one is appointed, shall render assistance to the Treasurer |
1642 |
in all of the responsibilities described above. |
1643 |
</li> |
1644 |
</ol> |
1645 |
|
1646 |
|
1647 |
</body> |
1648 |
</section> |
1649 |
<section><title>Section 6.3 - Deleted</title> |
1650 |
<body> |
1651 |
|
1652 |
<p> |
1653 |
</p> |
1654 |
|
1655 |
</body> |
1656 |
</section> |
1657 |
<section><title>Section 6.4. Election and Term</title> |
1658 |
<body> |
1659 |
|
1660 |
<p> |
1661 |
|
1662 |
Each officer shall be appointed by the Board of Trustees and shall hold office until such time as the officer |
1663 |
resigns or is removed by the Board of Trustees |
1664 |
|
1665 |
</p> |
1666 |
|
1667 |
</body> |
1668 |
</section> |
1669 |
<section><title>Section 6.5. Removal of Officers.</title> |
1670 |
<body> |
1671 |
|
1672 |
<p> |
1673 |
Deleted |
1674 |
</p> |
1675 |
|
1676 |
</body> |
1677 |
</section> |
1678 |
<section><title>Section 6.6. Vacancies.</title> |
1679 |
<body> |
1680 |
|
1681 |
<p> |
1682 |
Any vacancy, however occurring, in any office may be filled by the Board of Trustees. |
1683 |
</p> |
1684 |
|
1685 |
</body> |
1686 |
</section> |
1687 |
<section><title>Section 6.7. Compensation.</title> |
1688 |
<body> |
1689 |
|
1690 |
<p> |
1691 |
The positions of all officers are Honorary - No compensation, monetary or in kind shall be paid. |
1692 |
</p> |
1693 |
|
1694 |
</body> |
1695 |
</section> |
1696 |
</chapter> |
1697 |
|
1698 |
|
1699 |
<chapter> |
1700 |
<title>Article VII Books and Records</title> |
1701 |
<section> |
1702 |
<title>Section 7.1. Books and Records</title> |
1703 |
<body> |
1704 |
|
1705 |
<p> |
1706 |
The foundation shall keep correct and complete books and records of accounts and shall keep minutes |
1707 |
of the proceedings of its members, Board of Trustees and committees of Trustees. |
1708 |
</p> |
1709 |
<p> |
1710 |
The foundation shall keep at its registered office or principal place of business, or at the office of its transfer |
1711 |
agent or registrar, or in the custody of the Secretary a record of the name, |
1712 |
electronic mail address and public gpg key of each member, together with the date of any withdrawal or termination of such |
1713 |
member's membership. |
1714 |
</p> |
1715 |
<p> |
1716 |
Each member shall be responsible for notifying the foundation of changes to such member's, |
1717 |
electronic mail address and public gpg key. |
1718 |
</p> |
1719 |
<p> |
1720 |
Any books, records and minutes may be in written form or in any other form capable of being converted |
1721 |
into clearly legible written form within a reasonable time. |
1722 |
</p> |
1723 |
</body> |
1724 |
</section> |
1725 |
|
1726 |
<section> |
1727 |
<title>Section 7.2. Members' Inspection Rights</title> |
1728 |
<body> |
1729 |
|
1730 |
<p> |
1731 |
Members' Inspection Rights. Any person who is a member, upon written demand under oath stating the purpose |
1732 |
thereof, shall have the right to examine, in person or by agent or attorney, at any time during the foundation's |
1733 |
usual hours for business, for any proper purpose as determined under the law of the State of New Mexico, the |
1734 |
foundation's membership records and its other books and records and to make copies or extracts therefrom. |
1735 |
</p> |
1736 |
|
1737 |
</body> |
1738 |
</section> |
1739 |
|
1740 |
</chapter> |
1741 |
|
1742 |
<chapter> |
1743 |
<title>Article VIII Nonprofit Status</title> |
1744 |
<section> |
1745 |
<title>Nonprofit Status</title> |
1746 |
<body> |
1747 |
|
1748 |
<p> |
1749 |
The foundation is organized and shall be operated as a not-for-profit membership foundation organized under |
1750 |
New Mexico law. If the Board of Trustees of the foundation elects to seek and obtains an exemption for the |
1751 |
foundation from federal taxation pursuant to Section 501(a) of the Internal Revenue Code, as amended |
1752 |
(the "IRC"), and until such time, if ever, that such exemption is denied or lost, the foundation shall not be empowered |
1753 |
to engage directly or indirectly in any activity which the foundation believes would be likely to invalidate its status |
1754 |
as an organization exempt from federal taxation under Section 501(a) of the IRC as an organization described in |
1755 |
Section 501(c) of the IRC. |
1756 |
</p> |
1757 |
|
1758 |
</body> |
1759 |
</section> |
1760 |
</chapter> |
1761 |
|
1762 |
<chapter> |
1763 |
<title>Article IX Corporate Seal</title> |
1764 |
<section> |
1765 |
<title>Corporate Seal</title> |
1766 |
<body> |
1767 |
|
1768 |
<p> |
1769 |
The Foundation shall not have a corporate seal |
1770 |
</p> |
1771 |
|
1772 |
</body> |
1773 |
</section> |
1774 |
</chapter> |
1775 |
|
1776 |
|
1777 |
<chapter> |
1778 |
<title>Article X Amendment</title> |
1779 |
<section> |
1780 |
<title>Amendment</title> |
1781 |
<body> |
1782 |
|
1783 |
<p> |
1784 |
These Bylaws may be altered, amended or repealed by the Board of Trustees or by the members, and new |
1785 |
Bylaws may be adopted by the Board of Trustees or by the members. No alteration, amendment or repeal of |
1786 |
these Bylaws shall be effective unless and until the foundation attempts, in good faith, to give notice to the |
1787 |
members of the foundation of such alteration, amendment or repeal at least fifteen (15) days prior to the |
1788 |
effective date of such alteration, amendment or repeal, which notice shall be to each members electronic |
1789 |
mail address. |
1790 |
</p> |
1791 |
|
1792 |
</body> |
1793 |
</section> |
1794 |
</chapter> |
1795 |
|
1796 |
<chapter> |
1797 |
<title>Article XI Limits on liability of Trustees</title> |
1798 |
<section> |
1799 |
<title>Limits on liability of Trustees</title> |
1800 |
<body> |
1801 |
|
1802 |
<p> |
1803 |
To the fullest extent permitted by the law of the State of New Mexico, as the same exists or may hereafter |
1804 |
be amended, a director of the foundation shall not be personally liable to the foundation or its members for |
1805 |
monetary damages for breach of fiduciary duty as a director. |
1806 |
</p> |
1807 |
|
1808 |
</body> |
1809 |
</section> |
1810 |
</chapter> |
1811 |
|
1812 |
<chapter> |
1813 |
<title>Article XII Indemnification of officers and Trustees</title> |
1814 |
<section> |
1815 |
<title>Section 12.1. Right to Indemnification</title> |
1816 |
<body> |
1817 |
|
1818 |
<p> |
1819 |
Each person who was or is a party or is threatened to be made a party to any threatened, pending or completed |
1820 |
action, suit, or proceeding, whether civil, criminal, administrative, or investigative (other than an action by or in the |
1821 |
right of the foundation), by reason of the fact that he or she is or was a director, officer or member of the |
1822 |
foundation, or is or was serving at the request of the foundation as a director, officer, employee, or agent of |
1823 |
another foundation, partnership, joint venture, trust, or other enterprise, shall be entitled to indemnification against |
1824 |
expenses (including attorneys' fees), judgements, fines, and amounts paid in settlement to the fullest extent now or |
1825 |
hereafter permitted by applicable law as long as such person acted in good faith and in a manner that such person |
1826 |
reasonably believed to be in or not be opposed to the best interests of the foundation; provided, however, that the |
1827 |
foundation shall indemnify any such person seeking indemnity in connection with an action, suit or proceeding |
1828 |
(or part thereof) initiated by such person only if such action, suit or proceeding (or part thereof) was authorized |
1829 |
by the Board of Trustees. |
1830 |
</p> |
1831 |
|
1832 |
</body> |
1833 |
</section> |
1834 |
|
1835 |
<section> |
1836 |
<title>Section 12.2. Advance Payment of Expenses.</title> |
1837 |
<body> |
1838 |
|
1839 |
<p> |
1840 |
Expenses (including reasonable attorneys' fees) incurred by any person who is or was an officer, director or |
1841 |
member of the foundation, or who is or was serving at the request of the foundation as an officer or director of |
1842 |
another foundation, partnership, joint venture, trust or other enterprise, in defending any civil, criminal, |
1843 |
administrative or investigative action, suit or proceeding, shall be paid by the foundation in advance of the final |
1844 |
disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of such person |
1845 |
to repay such amount if it is ultimately determined that he or she is not entitled under applicable law to be |
1846 |
indemnified by the foundation. |
1847 |
</p> |
1848 |
|
1849 |
</body> |
1850 |
</section> |
1851 |
|
1852 |
<section> |
1853 |
<title>Section 12.3. Right of Claimant to Bring Suit</title> |
1854 |
<body> |
1855 |
|
1856 |
<p> |
1857 |
If a claim under this Article is not paid in full by the foundation within ninety (90) days after a written claim |
1858 |
has been received by the foundation, the claimant may at any time thereafter bring suit against the foundation |
1859 |
to recover the unpaid amount of the claim and, if successful in whole or in part, the claimant shall be entitled to |
1860 |
be paid also the expense of prosecuting such claim. It shall be a defence to any such action (other than an action |
1861 |
brought to enforce a claim for expenses incurred in defending any action or proceeding in advance of its final |
1862 |
disposition where the required undertaking has been tendered to the foundation unless such action is based on |
1863 |
the claimant having committed an act involving moral turpitude) that the claimant has not met the standards of |
1864 |
conduct which make indemnification permissible under the General Foundation Law of the State of New Mexico, |
1865 |
but the burden of proving such defence shall be on the foundation. Neither the failure of the foundation |
1866 |
(including its Board of Trustees, independent legal counsel, or its members) to have made a determination prior |
1867 |
to the commencement of such action that indemnification of the claimant is proper in the circumstances because |
1868 |
he or she has met the applicable standard of conduct set forth in the law of the State of New Mexico, nor an |
1869 |
actual determination by the foundation (including its Board of Trustees, independent legal counsel, or its members) |
1870 |
that the claimant has not met such applicable standard of conduct, shall be a defence to the action or create a |
1871 |
presumption that the claimant has not met the applicable standard of conduct. |
1872 |
</p> |
1873 |
|
1874 |
</body> |
1875 |
</section> |
1876 |
|
1877 |
<section> |
1878 |
<title>Section 12.4. Contract Rights.</title> |
1879 |
<body> |
1880 |
|
1881 |
<p> |
1882 |
The provisions of this Article shall be a contract between the foundation and each director, officer or member |
1883 |
to which this Article applies. No repeal or modification of these Bylaws shall invalidate or detract from any right |
1884 |
or obligation with respect to any state of facts existing prior to the time of such repeal or modification. |
1885 |
</p> |
1886 |
|
1887 |
</body> |
1888 |
</section> |
1889 |
|
1890 |
<section> |
1891 |
<title>Section 12.5. Rights Non-exclusive</title> |
1892 |
<body> |
1893 |
|
1894 |
<p> |
1895 |
The indemnification and advancement of expenses provided by or granted pursuant to this Article shall not |
1896 |
be deemed exclusive of any other rights to which those seeking indemnification or advancement of expenses |
1897 |
may be entitled under any Bylaw, agreement, vote of members or disinterested Trustees or otherwise, both as |
1898 |
to action in his or her official capacity and as to action in another capacity while holding such office. |
1899 |
</p> |
1900 |
|
1901 |
</body> |
1902 |
</section> |
1903 |
|
1904 |
<section> |
1905 |
<title>Section 12.6. Insurance</title> |
1906 |
<body> |
1907 |
|
1908 |
<p> |
1909 |
The foundation may purchase and maintain insurance on behalf of any person who is or was a director, |
1910 |
officer, member, employee or agent of the foundation, or is or was serving at the request of the foundation |
1911 |
as a director, officer, employee or agent of another foundation, partnership, joint venture, trust or other |
1912 |
enterprise against any liability asserted against him or her and incurred by him or her in any such capacity, |
1913 |
or arising out of his or her status as such, whether or not the foundation would have the power to indemnify |
1914 |
him or her against such liability under the provisions of this Article or of applicable law. |
1915 |
</p> |
1916 |
|
1917 |
</body> |
1918 |
</section> |
1919 |
|
1920 |
<section> |
1921 |
<title>Section 12.7. Definitions</title> |
1922 |
<body> |
1923 |
|
1924 |
<p> |
1925 |
For purposes of this Article, references to "the foundation" shall include, in addition to the resulting foundation, |
1926 |
any constituent foundation (including any constituent of a constituent) absorbed in a consolidation or merger |
1927 |
which, if its separate existence had continued, would have had power and authority to indemnify its Trustees, |
1928 |
officers, and employees or agents, so that any person who is or was a director, officer, employee or agent of |
1929 |
such constituent foundation, or is or was serving at the request of such constituent foundation as a director, |
1930 |
officer, employee or agent of another foundation, partnership, joint venture, trust or other enterprise, shall |
1931 |
stand in the same position under this Article with respect to the resulting or surviving foundation as he or |
1932 |
she would have with respect to such constituent foundation if its separate existence had continued, and |
1933 |
references to "other enterprises" shall include employee benefit plans; references to "fines" shall include any |
1934 |
excise taxes assessed on a person with respect to any employee benefit plan; and references to "serving at |
1935 |
the request of the foundation" shall include any service as a director, officer, employee or agent of the foundation |
1936 |
which imposes duties on, or involves services by, such director, officer, employee, or agent with respect to an |
1937 |
employee benefit plan, its participants, or beneficiaries; and a person who acted in good faith and in a manner |
1938 |
he or she reasonably believed to be in the interest of the participants and beneficiaries of an employee benefit |
1939 |
plan shall be deemed to have acted in a manner "not opposed to the best interests of the foundation" as referred |
1940 |
to in this Article. |
1941 |
</p> |
1942 |
|
1943 |
</body> |
1944 |
</section> |
1945 |
|
1946 |
<section> |
1947 |
<title>Section 12.8. Continued Coverage</title> |
1948 |
<body> |
1949 |
|
1950 |
<p> |
1951 |
The indemnification and advancement of expenses provided by, or granted pursuant to this Article shall, |
1952 |
unless otherwise provided when authorized or ratified, continue as to a person who has ceased to be a director, |
1953 |
officer or member and shall inure to the benefit of the heirs, executors and administrators of such person |
1954 |
</p> |
1955 |
|
1956 |
</body> |
1957 |
</section> |
1958 |
|
1959 |
</chapter> |
1960 |
<chapter> |
1961 |
<title>Article XIII General provisions</title> |
1962 |
<section> |
1963 |
<title>Section 13.1. Checks</title> |
1964 |
<body> |
1965 |
|
1966 |
<p> |
1967 |
All checks or demands for money and notes of the foundation shall be signed by such officer or officers |
1968 |
or such other person or persons as the Board of Trustees may from time to time designate. |
1969 |
</p> |
1970 |
|
1971 |
</body> |
1972 |
</section> |
1973 |
|
1974 |
<section> |
1975 |
<title>Section 13.2. Fiscal Year.</title> |
1976 |
<body> |
1977 |
|
1978 |
<p> |
1979 |
The fiscal year of the foundation shall be fixed by resolution of the Board of Trustees. |
1980 |
</p> |
1981 |
|
1982 |
</body> |
1983 |
</section> |
1984 |
|
1985 |
<section> |
1986 |
<title>Section 13.3. Loans. </title> |
1987 |
<body> |
1988 |
|
1989 |
<p> |
1990 |
No loans shall be contracted on behalf of the foundation and no evidence of indebtedness shall be issued |
1991 |
in its name unless authorized by a resolution of the Board of Trustees. Such authority may be general or |
1992 |
confined to specific instances. |
1993 |
</p> |
1994 |
|
1995 |
</body> |
1996 |
</section> |
1997 |
|
1998 |
<section> |
1999 |
<title>Section 13.4. Deposits. </title> |
2000 |
<body> |
2001 |
|
2002 |
<p> |
2003 |
All funds of the foundation not otherwise employed shall be deposited from time to time to the credit |
2004 |
of the foundation in such depositories as the Board of Trustees shall direct. |
2005 |
</p> |
2006 |
|
2007 |
</body> |
2008 |
</section> |
2009 |
|
2010 |
<section> |
2011 |
<title>Section 13.5. Contracts. </title> |
2012 |
<body> |
2013 |
|
2014 |
<p> |
2015 |
The Board of Trustees may authorize any officer or officers, agent or agents, to enter into any contract or |
2016 |
execute and deliver any instrument on behalf of the foundation, and such authority may be general or confined |
2017 |
to specific instances. |
2018 |
</p> |
2019 |
|
2020 |
</body> |
2021 |
</section> |
2022 |
|
2023 |
<section> |
2024 |
<title>Section 13.6. Counterpart Execution: Facsimile Execution.</title> |
2025 |
<body> |
2026 |
|
2027 |
<p> |
2028 |
Any document requiring the signature of the Trustees and/or members may be executed in any number of |
2029 |
counterparts with the same effect as if all of the required signatories had signed the same document. |
2030 |
Such executions may be transmitted to the foundation and/or the other Trustees and/or members by facsimile |
2031 |
and such facsimile execution shall have the full force and effect of an original signature. |
2032 |
All fully executed counterparts, whether original executions or facsimile executions or a combination, |
2033 |
shall be construed together and shall constitute one and the same agreement. |
2034 |
</p> |
2035 |
|
2036 |
</body> |
2037 |
</section> |
2038 |
|
2039 |
</chapter> |
2040 |
|
2041 |
|
2042 |
</guide> |
2043 |
|
2044 |
|
2045 |
|
2046 |
No |
2047 |
|
2048 |
|
2049 |
No |
2050 |
|
2051 |
|
2052 |
No |