neddyseagoon 08/08/31 21:45:12
Modified: index.xml index.xml
Added: BylawsAdopted.xml BylawsAdopted.xml Fixing earlier
breakage
Log:
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1.21 xml/htdocs/foundation/en/index.xml
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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
diff : http://sources.gentoo.org/viewcvs.py/gentoo/xml/htdocs/foundation/en/index.xml?r1=1.20&r2=1.21
Index: index.xml
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The following are links to other pages of information regarding the Gentoo Foundation and it's tasks:
</p>
<ul>
- <li><uri link="BylawsAdopted.xml">Blaws for the Gentoo Foundation</uri></li>
+ <li><uri link="BylawsAdopted.xml">Bylaws for the Gentoo Foundation</uri></li>
<li><uri link="funds.xml">Foundation funding and expenditures</uri></li>
<li><uri link="collecting-funds.xml">Guidelines for collecting donations for the Gentoo Foundation</uri></li>
<li><uri link="requesting-funds.xml">Requesting funds from the Gentoo Foundation</uri></li>
1.21 xml/htdocs/foundation/en/index.xml
file : http://sources.gentoo.org/viewcvs.py/gentoo/xml/htdocs/foundation/en/index.xml?rev=1.21&view=markup
plain: http://sources.gentoo.org/viewcvs.py/gentoo/xml/htdocs/foundation/en/index.xml?rev=1.21&content-type=text/plain
diff : http://sources.gentoo.org/viewcvs.py/gentoo/xml/htdocs/foundation/en/index.xml?r1=1.20&r2=1.21
Index: index.xml
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RCS file: /var/cvsroot/gentoo/xml/htdocs/foundation/en/index.xml,v
retrieving revision 1.20
retrieving revision 1.21
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--- index.xml 31 Aug 2008 21:28:19 -0000 1.20
+++ index.xml 31 Aug 2008 21:45:12 -0000 1.21
@@ -316,7 +316,7 @@
The following are links to other pages of information regarding the Gentoo Foundation and it's tasks:
</p>
<ul>
- <li><uri link="BylawsAdopted.xml">Blaws for the Gentoo Foundation</uri></li>
+ <li><uri link="BylawsAdopted.xml">Bylaws for the Gentoo Foundation</uri></li>
<li><uri link="funds.xml">Foundation funding and expenditures</uri></li>
<li><uri link="collecting-funds.xml">Guidelines for collecting donations for the Gentoo Foundation</uri></li>
<li><uri link="requesting-funds.xml">Requesting funds from the Gentoo Foundation</uri></li>
1.1 xml/htdocs/foundation/en/BylawsAdopted.xml
file : http://sources.gentoo.org/viewcvs.py/gentoo/xml/htdocs/foundation/en/BylawsAdopted.xml?rev=1.1&view=markup
plain: http://sources.gentoo.org/viewcvs.py/gentoo/xml/htdocs/foundation/en/BylawsAdopted.xml?rev=1.1&content-type=text/plain
Index: BylawsAdopted.xml
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<?xml version="1.0" encoding="UTF-8"?>
<!-- $Header: /var/cvsroot/gentoo/xml/htdocs/foundation/en/BylawsAdopted.xml,v 1.1 2008/08/31 21:45:12 neddyseagoon Exp $ -->
<!DOCTYPE guide SYSTEM "/dtd/guide.dtd">
<guide lang="en">
<title>Gentoo Foundation Bylaws</title>
<author title="Author">
<mail link=""></mail>
</author>
<abstract>
This document sets out the Bylaws governing the Gentoo Foundation.
The Gentoo Foundation is an American not for profit entity originally incorporated in the state of New Mexico.
</abstract>
<!-- The content of this document is licensed under the CC-BY-SA license -->
<!-- See http://creativecommons.org/licenses/by-sa/2.5 -->
<license/>
<version>1</version>
<date>2008-08-31</date>
<chapter>
<title>Article I Business offices</title>
<section>
<title>Business offices</title>
<body>
<p>
The Gentoo Foundation shall not maintain offices other than the registered office described in Section 2.1
</p>
</body>
</section>
</chapter>
<chapter><title>Article II Registered offices and registered agents</title>
<section><title>Section 2.1. New Mexico</title>
<body>
<p>
The address of the initial registered office in the State of New Mexico and the name of the initial registered agent
of the foundation at such address are set forth in the Certificate of Incorporation.
</p>
<p>
The foundation may, from time to time, designate a different address as its registered office or a different person
as its registered agent, or both; provided, however, that such designation shall become effective upon the filing
of a statement of such change with the Secretary of State of the State of New Mexico as is required by law.
</p>
</body>
</section>
</chapter>
<chapter><title>3. Article III Meetings of members</title>
<section><title>Section 3.1. Place of Meetings</title>
<body>
<p>
Meetings of the members shall be held electronically in the manner specified by the Secretary in the meeting
calling notice. Normally in #gentoo-trustees on irc.freenode.net
</p>
</body>
</section>
<section><title>Section 3.2. Annual Meeting</title>
<body>
<p>
A meeting of the members shall be held annually at such time as the Board of Trustees
may determine (which shall be, in the case of the first annual meeting, not more than thirteen (13) months
after the organization of the foundation and, in the case of all other meetings, not more than thirteen (13)
months after the date of the last annual meeting), at which annual meeting the members shall elect a
Board of Trustees and transact other proper business.
</p>
</body>
</section>
<section><title>Section 3.3. Special Meetings</title>
<body>
<p>
Special meetings of the members shall be held when directed by the Chairman, President or the Board of Trustees,
or when requested in writing by not less than ten percent (10%) of all members.
</p>
</body>
</section>
<section><title>Section 3.4. Notice</title>
<body>
<p>
Notice stating the place, date and hour of the meeting and in the case of a special meeting, the purpose or purposes
for which the meeting is called, shall be delivered not less than ten (10) nor more than sixty (60) days before the date
of the meeting. Notices will be posted on appropriate mailing lists and in the /topic of the IRC channel to be
used for the meeting.
</p>
<p>
If any such member delivers to the foundation a written notice setting forth his or her then current address,
the requirement that notice be given to such member shall be reinstated.
</p>
</body>
</section>
<section><title>Section 3.5. Notice of Adjourned Meetings</title>
<body>
<p>
When a meeting is adjourned to another time or place, the foundation shall not be required to give any notice of
the adjourned meeting if the time and place to which the meeting is adjourned are announced at the meeting
at which the adjournment is taken.
</p>
<p>
At the adjourned meeting, any business may be transacted that might have been transacted at the original meeting.
If, however, the adjournment is for more than thirty (30) days, or if after the adjournment the Board of Trustees
fixes a new record date for the adjourned meeting, a notice of the adjourned meeting shall be given as provided
in Section 3.4 above, to each member of record on the new record date entitled to vote at such meeting
</p>
</body>
</section>
<section><title>Section 3.7. Fixing Record Date.</title>
<body>
<p>
For the purpose of determining members entitled to vote at any meeting of members or any adjournment thereof,
the Board of Trustees may fix a record date, which record date shall not precede the date upon which the resolution
fixing the record date is adopted by the Board of Trustees, and which record date shall not be more than 60 nor
less than 10 days before the date of such meeting.
</p>
<p>
The record date shall be the date of poll opening, unless stated otherwise.
</p>
</body>
</section>
<section><title>Section 3.8. Record of Members Having Voting Rights</title>
<body>
<p>
The officer or agent having charge of the membership records of the foundation shall prepare and make,
at least ten (10) days before each meeting of members, a complete list of the members entitled to vote at
such meeting, arranged in alphabetical order, and showing the name, electronic signature (gpg key), and
electronic mail address of each member. This list is to be made publicly available online. Upon the wilful neglect
or refusal of the Trustees to produce such a list at any meeting for the election of Trustees, such Trustees
shall be ineligible for election to any office at such meeting.
</p>
</body>
</section>
<section><title>Section 3.9. Member Quorum</title>
<body>
<p>
Except as otherwise required by law, by the Certificate of Incorporation or by these Bylaws, one-third (1/3)
of the members entitled to vote, represented in person, shall constitute a quorum at a meeting of members.
After a quorum has been established at a members' meeting, the subsequent withdrawal of members, so as
to reduce the number of members in person entitled to vote at the meeting below the number required for a
quorum, shall not affect the validity of any action taken at the meeting or any adjournment thereof.
After a quorum has been established at a members' meeting, the subsequent admission of new members,
so as to increase the number of members required for a quorum above the number of members present in
person entitled to vote at the meeting, shall not affect the validity of any action taken at the meeting or any
adjournment thereof.
</p>
</body>
</section>
<section><title>Section 3.10. Voting </title>
<body>
<p>
Each member shall be entitled to one vote on each matter submitted to a vote at a meeting of the members,
except as may otherwise be provided in the law of the State of New Mexico.
</p>
<p>
Members shall vote in person electronically
</p>
<p>
At any regular or special meeting as provided in Section 3.3, any question may be voted upon in the manner and
style deemed appropriate by the Secretary of the organization or chairman of the meeting.
</p>
</body>
</section>
<section><title>Section 3.11. Proxies - Deleted </title>
<body>
<p>
</p>
</body>
</section>
<section><title>Section 3.12. Action by Members Without a Meeting.</title>
<body>
<p>
Any action required to be taken or which may be taken at any annual or special meeting of members of the
foundation, may be taken without a meeting, without prior notice and without a vote, if a written consent
setting forth the action so taken shall be signed by members having not less than the minimum number of
votes that would be necessary to authorize or take such action at a meeting at which all members entitled to vote
thereon were present and voted; provided, however, that no written consent shall be effective unless such consent
</p>
<ol>
<li>bears the date of signature by each member signing such consent and </li>
<li>is delivered to the foundation within sixty (60) days of the date on which the earliest consent was delivered to
the foundation.</li>
</ol>
<p>
Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent
shall be given to those members who have not consented in writing.
</p>
</body>
</section>
</chapter>
<chapter><title>Article IV Members</title>
<section><title>Section 4.1. Member Classes.</title>
<body>
<p>
There shall be one class of members, hereinafter referred to as full members.
</p>
</body>
</section>
<section><title>Section 4.2 Full Members</title>
<body>
<p>
Reserved
</p>
</body>
</section>
<section><title>Section 4.3. Admission of Members</title>
<body>
<p>
Full members are admitted by eligible Gentoo developers voting in a Trustee election.
Eligible Gentoo developers are those that have been Gentoo developers for
one year or more at the closing time for casting votes. The Gentoo join
date being determined from the developers LDAP join date.
</p>
</body>
</section>
<section><title>Section 4.4. Continuation of Membership</title>
<body>
<p>
Full members who remain Gentoo developers shall have there membership continued
until it is terminated in accordance with 4.8 or 4.9.
</p>
<p>
Full members who retire from the Gentoo project shall have there membership
continued while they indicate that they remain interested in the affairs of the Foundation
unless their membership is terminated in accordance with 4.8 or 4.9.
</p>
<p>Loss of interest in the foundation shall be signalled by failure to return a ballot in two successive
Trustee elections
</p>
</body>
</section>
<section><title>Section 4.5 to 4.7 Inclusive</title>
<body>
<p>
Reserved
</p>
</body>
</section>
<section><title>Section 4.8. Voluntary Withdrawal from Membership </title>
<body>
<p>
Members may withdraw from membership in the foundation at any time upon thirty (30) days' written, signed notice
delivered to an officer of the foundation, which notice may be by cryptographically signed electronic mail with a
valid signature.
</p>
</body>
</section>
<section><title>Section 4.9. Termination from Membership.</title>
<body>
<p>
Membership may be terminated by a majority vote of the board of trustees in the event that any member
acts contrary to the purpose(s) of the Gentoo Foundation.
</p>
</body>
</section>
<section><title>Section 4.10. Effect of Withdrawal or Termination of Membership. </title>
<body>
<p>
Upon any withdrawal or termination of the membership of any member, the membership, including all related
voting rights, of such member shall be terminated.
</p>
</body>
</section>
</chapter>
<chapter><title>Article V Trustees</title>
<section><title>Section 5.1. Powers.</title>
<body>
<p>
The business and affairs of the foundation shall be managed by or under the direction of the Board of Trustees,
the "Trustees", which may exercise all such powers of the foundation and do all such lawful acts and things as
are not by statute or by the Certificate of Incorporation or by these Bylaws specifically reserved to the members.
</p>
</body>
</section>
<section><title>Section 5.2. Qualification</title>
<body>
<p>
Trustees need not be residents of New Mexico or of the United States, but they must be members of the foundation.
</p>
<p>
No individual shall serve as a Gentoo Foundation Trustee and Gentoo Council Member concurrently
</p>
</body>
</section>
<section><title>Section 5.3. Compensation</title>
<body>
<p>
The positions of all Trustees are Honorary - No compensation, monetary or in kind shall be paid.
</p>
</body>
</section>
<section><title>Section 5.4. Number</title>
<body>
<p>
The foundation shall initially have five (5) Trustees. Thereafter, the number of Trustees shall be fixed by the members
at each annual meeting of members. The initial Trustees who shall hold office until their successors shall take office,
are as follows:
</p>
<ul>
<li>Roy Bamford (neddyseagoon)</li>
<li>Ferris McCormick (fmccor)</li>
<li>Joshua Jackson (tsunam)</li>
<li>Tom Gall (tgall)</li>
<li>William Thomson (wltjr)</li>
</ul>
</body>
</section>
<section><title>Section 5.5. Election and Term</title>
<body>
<p>
Trustees shall be elected by secret ballot of the members using the concordant voting system or other such suitable system.
Elections shall be held nominally annual.
</p>
<p>
Trustees shall normally hold office for a period not exceeding two electoral periods.
Trustees shall retire annually by rotation (and may be re-elected). The first rotation shall
be determined by the meeting of the Trustees held to adopt these Bylaws.
</p>
<p>
Each Trustee shall hold office for the term
for which he or she is elected and until his or her successor shall have been elected and qualified or until his or
her earlier resignation, removal or death.
</p>
</body>
</section>
<section><title>Section 5.6. Resignation and Removal of Trustees</title>
<body>
<p>
A director may resign at any time upon written request to the foundation. Furthermore, any director or the entire
Board of Trustees may be removed, with or without cause, by a vote of the majority of the members entitled to
vote for the election of Trustees or as otherwise provided in the General Foundation Law of the State of New Mexico.
</p>
</body>
</section>
<section><title>Section 5.7. Vacancies</title>
<body>
<p>
Any vacancy occurring in the Board of Trustees, including any vacancy created by reason of an increase
in the authorized number of Trustees, may be filled by the affirmative vote of a majority of the remaining
Trustees though less than a quorum of the Board of Trustees or by a sole remaining director.
A director elected to fill a vacancy shall hold office only until the next election of Trustees by the members.
</p>
</body>
</section>
<section><title>Section 5.8. Quorum and Voting</title>
<body>
<p>
A majority of the number of Trustees fixed in accordance with these Bylaws shall constitute a quorum for the
transaction of business. The vote of a majority of the Trustees present at a meeting at which a quorum is present
shall be the act of the Board of Trustees.
</p>
</body>
</section>
<section><title>Section 5.9. Executive and Other Committees</title>
<body>
<p>
The Board of Trustees, by resolution adopted by a majority of the full Board of Trustees, may designate an
Executive Committee from among its members and such other committees consisting of at least one director
as determined by the Board of Trustees from time to time. Each committee, to the extent provided in such
authorizing resolution, shall have and may exercise all the power and authority of the Board of Trustees in the
management of the business and affairs of the foundation, as limited by the laws of the State of New Mexico.
</p>
<p>
The Board of Trustees, by resolution adopted in accordance with this section, may designate one or more Trustees
as alternate members of any such committee, who may act in the place and stead of any absent or disqualified
member or members at any meeting of such committee. In the absence or disqualification of any member of any
such committee or committees, the member or members thereof present at any meeting and not disqualified
from voting, whether or not they constitute a quorum, may unanimously appoint another member of the Board
of Trustees to act at the meeting in the place of any such absent or disqualified member.
</p>
</body>
</section>
<section><title>Section 5.10. Place of Meetings.</title>
<body>
<p>
All meetings of the Board of Trustees may be held in person or electronically, within or
outside the State of New Mexico and within or outside the United States.
</p>
</body>
</section>
<section><title>Section 5.11. Time, Notice and Call of Meetings</title>
<body>
<p>
Regular meetings of the Board of Trustees shall be held immediately following the annual meeting of
members each year and at such times thereafter as the Board of Trustees may fix. No notice of regular
Trustees' meetings shall be required.
</p>
<p>
Special meetings of the Board of Trustees shall be held at such times as called by the Chairman of the Board,
the President of the foundation, or any two (2) Trustees. Written notice of the time and place of special meetings
of the Board of Trustees shall be given to each director by electronic mail at least two (2) days before the meeting.
</p>
<p>
Notice of a meeting of the Board of Trustees need not be given to any director who signs a waiver of notice,
either before or after the meeting. Attendance of a director at a meeting shall constitute a waiver of notice of
such meeting and waiver of any and all objections to the place of the meeting, the time of the meeting, or the
manner in which it has been called or conveyed, except when a director states, at the beginning of the meeting,
any objection to the transaction of business because the meeting is not lawfully called or convened.
</p>
<p>
Members of the Board of Trustees may participate in a meeting of such Board or of any committee designated
by such Board by conference telephone or similar communications equipment by means of which all persons
participating in the meeting can hear each other at the same time. Participating by such means shall constitute
presence in person at a meeting.
</p>
</body>
</section>
<section><title>Section 5.12. Action Without a Meeting.</title>
<body>
<p>
Any action required or permitted to be taken at a meeting of the Board of Trustees or of any committee thereof
may be taken without a meeting if all the members of the board or committee, as the case may be, consent thereto
in writing, and such writing is filed with the minutes of the proceedings of the board or committee. Such consent
shall have the same effect as a unanimous vote.
</p>
</body>
</section>
<section><title>Section 5.13. Director Conflicts of Interest.</title>
<body>
<p>
No contract or other transaction between the foundation and one or more of its Trustees or between the
foundation and any other foundation, partnership, association or other organization in which one or more of
the Trustees of the foundation are Trustees or officers or are financially interested, shall be void or voidable
solely because of such relationship or interest or solely because such director or Trustees are present at or
participate in the meeting of the Board of Trustees or a committee thereof which authorizes, approves or ratifies
such contract or transaction or solely because his or her or their votes are counted for such purpose, if:
</p>
<ol>
<li>
The material facts as to the director's relationship or interest and as to the contract or transaction are disclosed
or are known to the Board of Trustees or committee, and the Board of Trustees or committee in good faith
authorizes, approves or ratifies the contract or transaction by the affirmative votes of a majority of the
disinterested Trustees, even though the disinterested Trustees be less than a quorum; or
</li>
<li>
The material facts as to their relationship or interest and as to the contract or transaction are disclosed or
known to the members entitled to vote thereon, and the contract or transaction is specifically approved in good
faith by vote of such members; or
</li>
<li>
The contract or transaction is fair as to the foundation at the time it is authorized, approved or ratified by the
Board of Trustees, a committee of the Board of Trustees or the members.
</li>
</ol>
<p>
Common or interested Trustees may be counted in determining the presence of a quorum at a meeting of
the Board of Trustees or a committee thereof which authorizes, approves or ratifies such contract or transaction.
</p>
</body>
</section>
</chapter>
<chapter><title>Article VI Officers</title>
<section><title>Section 6.1. Officers.</title>
<body>
<p>
The officers of the foundation shall consist of a President, a Secretary and a Treasurer, each of whom shall be
elected by the Board of Trustees. A Chairman of the Board, one or more Vice Chairmen, one or more Vice
Presidents, and such other officers and assistant officers and agents as may be deemed necessary may be
elected or appointed by the Board of Trustees from time to time. Any two (2) or more offices may be held by the
same person, except the offices of President and Secretary
</p>
</body>
</section>
<section><title>Section 6.2. Duties</title>
<body>
<p>
The officers of the foundation shall have the following duties:
</p>
<ol>
<li>
Chairman of the Board. The Chairman of the Board, if one is elected, shall preside at all meetings of the
Board of Trustees and members and shall have such other duties and authority as may be conferred by the
Board of Trustees.
</li>
<li>
Vice Chairman. The Vice Chairman, if one is elected, shall, in the absence or disability of the Chairman of the Board,
perform the duties and exercise the powers of the Chairman of the Board. The Vice Chairman shall also perform
whatever duties and have whatever powers the Board of Trustees may from time to time assign him/her.
If more than one Vice Chairman is elected and the Chairman is absent or becomes disabled, the Board of Trustees
shall choose one Vice Chairman to perform the duties and exercise the powers of the Chairman.
</li>
<li>
President. The President shall be the chief executive officer of the foundation and shall have general and
active management of the business and affairs of the foundation , subject to the direction of the Board of
Trustees. If a Chairman of the Board is not elected, the President shall preside at all meetings of the Board of
Trustees and members.
</li>
<li>
Vice President. The Vice President, if one is elected, shall, in the absence or disability of the President, perform
the duties and exercise the powers of the President. He or she also shall perform whatever duties and have
whatever powers the Board of Trustees may from time to time assign him or her. If more than one Vice President
is elected, one thereof shall be designated as Executive Vice President and shall, in the absence or disability
of the President, perform the duties and exercise the powers of the President and each other Vice President shall
only perform whatever duties and have whatever powers the Board of Trustees may from time to time assign him
or her.
</li>
<li>
Secretary and Assistant Secretary. The Secretary shall keep accurate records of the acts and proceedings
of all meetings of the members and Trustees. The Secretary shall give all notices required by law and by these
Bylaws. In addition, the Secretary shall have general charge of the corporate books and records and of the
corporate seal, and he or she shall affix, or attest the affixing of, the corporate seal to any lawfully executed
instrument requiring it. The Secretary shall have general charge of the membership records of the foundation
and shall keep, at the registered or principal office of the foundation, a record of the members showing the
name, address, telephone number, and electronic mail address of each member. The Secretary shall sign
such instruments as may require his or her signature and, in general, shall perform all duties as may be
assigned to him or her from time to time by the Chairman, the President or the Board of Trustees.
The Assistant Secretary, if one is appointed, shall render assistance to the Secretary in all the responsibilities
described above.
</li>
<li>
Treasurer and Assistant Treasurer. The Treasurer shall have custody of all corporate funds and financial records,
shall keep full and accurate accounts of receipts and disbursements and render accounts thereof at the annual
meetings of members, and shall perform such other duties as may be prescribed by the Chairman, the President
or the Board of Trustees. The Assistant Treasurer, if one is appointed, shall render assistance to the Treasurer
in all of the responsibilities described above.
</li>
</ol>
</body>
</section>
<section><title>Section 6.3 - Deleted</title>
<body>
<p>
</p>
</body>
</section>
<section><title>Section 6.4. Election and Term</title>
<body>
<p>
Each officer shall be appointed by the Board of Trustees and shall hold office until such time as the officer
resigns or is removed by the Board of Trustees
</p>
</body>
</section>
<section><title>Section 6.5. Removal of Officers.</title>
<body>
<p>
Deleted
</p>
</body>
</section>
<section><title>Section 6.6. Vacancies.</title>
<body>
<p>
Any vacancy, however occurring, in any office may be filled by the Board of Trustees.
</p>
</body>
</section>
<section><title>Section 6.7. Compensation.</title>
<body>
<p>
The positions of all officers are Honorary - No compensation, monetary or in kind shall be paid.
</p>
</body>
</section>
</chapter>
<chapter>
<title>Article VII Books and Records</title>
<section>
<title>Section 7.1. Books and Records</title>
<body>
<p>
The foundation shall keep correct and complete books and records of accounts and shall keep minutes
of the proceedings of its members, Board of Trustees and committees of Trustees.
</p>
<p>
The foundation shall keep at its registered office or principal place of business, or at the office of its transfer
agent or registrar, or in the custody of the Secretary a record of the name,
electronic mail address and public gpg key of each member, together with the date of any withdrawal or termination of such
member's membership.
</p>
<p>
Each member shall be responsible for notifying the foundation of changes to such member's,
electronic mail address and public gpg key.
</p>
<p>
Any books, records and minutes may be in written form or in any other form capable of being converted
into clearly legible written form within a reasonable time.
</p>
</body>
</section>
<section>
<title>Section 7.2. Members' Inspection Rights</title>
<body>
<p>
Members' Inspection Rights. Any person who is a member, upon written demand under oath stating the purpose
thereof, shall have the right to examine, in person or by agent or attorney, at any time during the foundation's
usual hours for business, for any proper purpose as determined under the law of the State of New Mexico, the
foundation's membership records and its other books and records and to make copies or extracts therefrom.
</p>
</body>
</section>
</chapter>
<chapter>
<title>Article VIII Nonprofit Status</title>
<section>
<title>Nonprofit Status</title>
<body>
<p>
The foundation is organized and shall be operated as a not-for-profit membership foundation organized under
New Mexico law. If the Board of Trustees of the foundation elects to seek and obtains an exemption for the
foundation from federal taxation pursuant to Section 501(a) of the Internal Revenue Code, as amended
(the "IRC"), and until such time, if ever, that such exemption is denied or lost, the foundation shall not be empowered
to engage directly or indirectly in any activity which the foundation believes would be likely to invalidate its status
as an organization exempt from federal taxation under Section 501(a) of the IRC as an organization described in
Section 501(c) of the IRC.
</p>
</body>
</section>
</chapter>
<chapter>
<title>Article IX Corporate Seal</title>
<section>
<title>Corporate Seal</title>
<body>
<p>
The Foundation shall not have a corporate seal
</p>
</body>
</section>
</chapter>
<chapter>
<title>Article X Amendment</title>
<section>
<title>Amendment</title>
<body>
<p>
These Bylaws may be altered, amended or repealed by the Board of Trustees or by the members, and new
Bylaws may be adopted by the Board of Trustees or by the members. No alteration, amendment or repeal of
these Bylaws shall be effective unless and until the foundation attempts, in good faith, to give notice to the
members of the foundation of such alteration, amendment or repeal at least fifteen (15) days prior to the
effective date of such alteration, amendment or repeal, which notice shall be to each members electronic
mail address.
</p>
</body>
</section>
</chapter>
<chapter>
<title>Article XI Limits on liability of Trustees</title>
<section>
<title>Limits on liability of Trustees</title>
<body>
<p>
To the fullest extent permitted by the law of the State of New Mexico, as the same exists or may hereafter
be amended, a director of the foundation shall not be personally liable to the foundation or its members for
monetary damages for breach of fiduciary duty as a director.
</p>
</body>
</section>
</chapter>
<chapter>
<title>Article XII Indemnification of officers and Trustees</title>
<section>
<title>Section 12.1. Right to Indemnification</title>
<body>
<p>
Each person who was or is a party or is threatened to be made a party to any threatened, pending or completed
action, suit, or proceeding, whether civil, criminal, administrative, or investigative (other than an action by or in the
right of the foundation), by reason of the fact that he or she is or was a director, officer or member of the
foundation, or is or was serving at the request of the foundation as a director, officer, employee, or agent of
another foundation, partnership, joint venture, trust, or other enterprise, shall be entitled to indemnification against
expenses (including attorneys' fees), judgements, fines, and amounts paid in settlement to the fullest extent now or
hereafter permitted by applicable law as long as such person acted in good faith and in a manner that such person
reasonably believed to be in or not be opposed to the best interests of the foundation; provided, however, that the
foundation shall indemnify any such person seeking indemnity in connection with an action, suit or proceeding
(or part thereof) initiated by such person only if such action, suit or proceeding (or part thereof) was authorized
by the Board of Trustees.
</p>
</body>
</section>
<section>
<title>Section 12.2. Advance Payment of Expenses.</title>
<body>
<p>
Expenses (including reasonable attorneys' fees) incurred by any person who is or was an officer, director or
member of the foundation, or who is or was serving at the request of the foundation as an officer or director of
another foundation, partnership, joint venture, trust or other enterprise, in defending any civil, criminal,
administrative or investigative action, suit or proceeding, shall be paid by the foundation in advance of the final
disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of such person
to repay such amount if it is ultimately determined that he or she is not entitled under applicable law to be
indemnified by the foundation.
</p>
</body>
</section>
<section>
<title>Section 12.3. Right of Claimant to Bring Suit</title>
<body>
<p>
If a claim under this Article is not paid in full by the foundation within ninety (90) days after a written claim
has been received by the foundation, the claimant may at any time thereafter bring suit against the foundation
to recover the unpaid amount of the claim and, if successful in whole or in part, the claimant shall be entitled to
be paid also the expense of prosecuting such claim. It shall be a defence to any such action (other than an action
brought to enforce a claim for expenses incurred in defending any action or proceeding in advance of its final
disposition where the required undertaking has been tendered to the foundation unless such action is based on
the claimant having committed an act involving moral turpitude) that the claimant has not met the standards of
conduct which make indemnification permissible under the General Foundation Law of the State of New Mexico,
but the burden of proving such defence shall be on the foundation. Neither the failure of the foundation
(including its Board of Trustees, independent legal counsel, or its members) to have made a determination prior
to the commencement of such action that indemnification of the claimant is proper in the circumstances because
he or she has met the applicable standard of conduct set forth in the law of the State of New Mexico, nor an
actual determination by the foundation (including its Board of Trustees, independent legal counsel, or its members)
that the claimant has not met such applicable standard of conduct, shall be a defence to the action or create a
presumption that the claimant has not met the applicable standard of conduct.
</p>
</body>
</section>
<section>
<title>Section 12.4. Contract Rights.</title>
<body>
<p>
The provisions of this Article shall be a contract between the foundation and each director, officer or member
to which this Article applies. No repeal or modification of these Bylaws shall invalidate or detract from any right
or obligation with respect to any state of facts existing prior to the time of such repeal or modification.
</p>
</body>
</section>
<section>
<title>Section 12.5. Rights Non-exclusive</title>
<body>
<p>
The indemnification and advancement of expenses provided by or granted pursuant to this Article shall not
be deemed exclusive of any other rights to which those seeking indemnification or advancement of expenses
may be entitled under any Bylaw, agreement, vote of members or disinterested Trustees or otherwise, both as
to action in his or her official capacity and as to action in another capacity while holding such office.
</p>
</body>
</section>
<section>
<title>Section 12.6. Insurance</title>
<body>
<p>
The foundation may purchase and maintain insurance on behalf of any person who is or was a director,
officer, member, employee or agent of the foundation, or is or was serving at the request of the foundation
as a director, officer, employee or agent of another foundation, partnership, joint venture, trust or other
enterprise against any liability asserted against him or her and incurred by him or her in any such capacity,
or arising out of his or her status as such, whether or not the foundation would have the power to indemnify
him or her against such liability under the provisions of this Article or of applicable law.
</p>
</body>
</section>
<section>
<title>Section 12.7. Definitions</title>
<body>
<p>
For purposes of this Article, references to "the foundation" shall include, in addition to the resulting foundation,
any constituent foundation (including any constituent of a constituent) absorbed in a consolidation or merger
which, if its separate existence had continued, would have had power and authority to indemnify its Trustees,
officers, and employees or agents, so that any person who is or was a director, officer, employee or agent of
such constituent foundation, or is or was serving at the request of such constituent foundation as a director,
officer, employee or agent of another foundation, partnership, joint venture, trust or other enterprise, shall
stand in the same position under this Article with respect to the resulting or surviving foundation as he or
she would have with respect to such constituent foundation if its separate existence had continued, and
references to "other enterprises" shall include employee benefit plans; references to "fines" shall include any
excise taxes assessed on a person with respect to any employee benefit plan; and references to "serving at
the request of the foundation" shall include any service as a director, officer, employee or agent of the foundation
which imposes duties on, or involves services by, such director, officer, employee, or agent with respect to an
employee benefit plan, its participants, or beneficiaries; and a person who acted in good faith and in a manner
he or she reasonably believed to be in the interest of the participants and beneficiaries of an employee benefit
plan shall be deemed to have acted in a manner "not opposed to the best interests of the foundation" as referred
to in this Article.
</p>
</body>
</section>
<section>
<title>Section 12.8. Continued Coverage</title>
<body>
<p>
The indemnification and advancement of expenses provided by, or granted pursuant to this Article shall,
unless otherwise provided when authorized or ratified, continue as to a person who has ceased to be a director,
officer or member and shall inure to the benefit of the heirs, executors and administrators of such person
</p>
</body>
</section>
</chapter>
<chapter>
<title>Article XIII General provisions</title>
<section>
<title>Section 13.1. Checks</title>
<body>
<p>
All checks or demands for money and notes of the foundation shall be signed by such officer or officers
or such other person or persons as the Board of Trustees may from time to time designate.
</p>
</body>
</section>
<section>
<title>Section 13.2. Fiscal Year.</title>
<body>
<p>
The fiscal year of the foundation shall be fixed by resolution of the Board of Trustees.
</p>
</body>
</section>
<section>
<title>Section 13.3. Loans. </title>
<body>
<p>
No loans shall be contracted on behalf of the foundation and no evidence of indebtedness shall be issued
in its name unless authorized by a resolution of the Board of Trustees. Such authority may be general or
confined to specific instances.
</p>
</body>
</section>
<section>
<title>Section 13.4. Deposits. </title>
<body>
<p>
All funds of the foundation not otherwise employed shall be deposited from time to time to the credit
of the foundation in such depositories as the Board of Trustees shall direct.
</p>
</body>
</section>
<section>
<title>Section 13.5. Contracts. </title>
<body>
<p>
The Board of Trustees may authorize any officer or officers, agent or agents, to enter into any contract or
execute and deliver any instrument on behalf of the foundation, and such authority may be general or confined
to specific instances.
</p>
</body>
</section>
<section>
<title>Section 13.6. Counterpart Execution: Facsimile Execution.</title>
<body>
<p>
Any document requiring the signature of the Trustees and/or members may be executed in any number of
counterparts with the same effect as if all of the required signatories had signed the same document.
Such executions may be transmitted to the foundation and/or the other Trustees and/or members by facsimile
and such facsimile execution shall have the full force and effect of an original signature.
All fully executed counterparts, whether original executions or facsimile executions or a combination,
shall be construed together and shall constitute one and the same agreement.
</p>
</body>
</section>
</chapter>
</guide>
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Index: BylawsAdopted.xml
===================================================================
<?xml version="1.0" encoding="UTF-8"?>
<!-- $Header: /var/cvsroot/gentoo/xml/htdocs/foundation/en/BylawsAdopted.xml,v 1.1 2008/08/31 21:45:12 neddyseagoon Exp $ -->
<!DOCTYPE guide SYSTEM "/dtd/guide.dtd">
<guide lang="en">
<title>Gentoo Foundation Bylaws</title>
<author title="Author">
<mail link=""></mail>
</author>
<abstract>
This document sets out the Bylaws governing the Gentoo Foundation.
The Gentoo Foundation is an American not for profit entity originally incorporated in the state of New Mexico.
</abstract>
<!-- The content of this document is licensed under the CC-BY-SA license -->
<!-- See http://creativecommons.org/licenses/by-sa/2.5 -->
<license/>
<version>1</version>
<date>2008-08-31</date>
<chapter>
<title>Article I Business offices</title>
<section>
<title>Business offices</title>
<body>
<p>
The Gentoo Foundation shall not maintain offices other than the registered office described in Section 2.1
</p>
</body>
</section>
</chapter>
<chapter><title>Article II Registered offices and registered agents</title>
<section><title>Section 2.1. New Mexico</title>
<body>
<p>
The address of the initial registered office in the State of New Mexico and the name of the initial registered agent
of the foundation at such address are set forth in the Certificate of Incorporation.
</p>
<p>
The foundation may, from time to time, designate a different address as its registered office or a different person
as its registered agent, or both; provided, however, that such designation shall become effective upon the filing
of a statement of such change with the Secretary of State of the State of New Mexico as is required by law.
</p>
</body>
</section>
</chapter>
<chapter><title>3. Article III Meetings of members</title>
<section><title>Section 3.1. Place of Meetings</title>
<body>
<p>
Meetings of the members shall be held electronically in the manner specified by the Secretary in the meeting
calling notice. Normally in #gentoo-trustees on irc.freenode.net
</p>
</body>
</section>
<section><title>Section 3.2. Annual Meeting</title>
<body>
<p>
A meeting of the members shall be held annually at such time as the Board of Trustees
may determine (which shall be, in the case of the first annual meeting, not more than thirteen (13) months
after the organization of the foundation and, in the case of all other meetings, not more than thirteen (13)
months after the date of the last annual meeting), at which annual meeting the members shall elect a
Board of Trustees and transact other proper business.
</p>
</body>
</section>
<section><title>Section 3.3. Special Meetings</title>
<body>
<p>
Special meetings of the members shall be held when directed by the Chairman, President or the Board of Trustees,
or when requested in writing by not less than ten percent (10%) of all members.
</p>
</body>
</section>
<section><title>Section 3.4. Notice</title>
<body>
<p>
Notice stating the place, date and hour of the meeting and in the case of a special meeting, the purpose or purposes
for which the meeting is called, shall be delivered not less than ten (10) nor more than sixty (60) days before the date
of the meeting. Notices will be posted on appropriate mailing lists and in the /topic of the IRC channel to be
used for the meeting.
</p>
<p>
If any such member delivers to the foundation a written notice setting forth his or her then current address,
the requirement that notice be given to such member shall be reinstated.
</p>
</body>
</section>
<section><title>Section 3.5. Notice of Adjourned Meetings</title>
<body>
<p>
When a meeting is adjourned to another time or place, the foundation shall not be required to give any notice of
the adjourned meeting if the time and place to which the meeting is adjourned are announced at the meeting
at which the adjournment is taken.
</p>
<p>
At the adjourned meeting, any business may be transacted that might have been transacted at the original meeting.
If, however, the adjournment is for more than thirty (30) days, or if after the adjournment the Board of Trustees
fixes a new record date for the adjourned meeting, a notice of the adjourned meeting shall be given as provided
in Section 3.4 above, to each member of record on the new record date entitled to vote at such meeting
</p>
</body>
</section>
<section><title>Section 3.7. Fixing Record Date.</title>
<body>
<p>
For the purpose of determining members entitled to vote at any meeting of members or any adjournment thereof,
the Board of Trustees may fix a record date, which record date shall not precede the date upon which the resolution
fixing the record date is adopted by the Board of Trustees, and which record date shall not be more than 60 nor
less than 10 days before the date of such meeting.
</p>
<p>
The record date shall be the date of poll opening, unless stated otherwise.
</p>
</body>
</section>
<section><title>Section 3.8. Record of Members Having Voting Rights</title>
<body>
<p>
The officer or agent having charge of the membership records of the foundation shall prepare and make,
at least ten (10) days before each meeting of members, a complete list of the members entitled to vote at
such meeting, arranged in alphabetical order, and showing the name, electronic signature (gpg key), and
electronic mail address of each member. This list is to be made publicly available online. Upon the wilful neglect
or refusal of the Trustees to produce such a list at any meeting for the election of Trustees, such Trustees
shall be ineligible for election to any office at such meeting.
</p>
</body>
</section>
<section><title>Section 3.9. Member Quorum</title>
<body>
<p>
Except as otherwise required by law, by the Certificate of Incorporation or by these Bylaws, one-third (1/3)
of the members entitled to vote, represented in person, shall constitute a quorum at a meeting of members.
After a quorum has been established at a members' meeting, the subsequent withdrawal of members, so as
to reduce the number of members in person entitled to vote at the meeting below the number required for a
quorum, shall not affect the validity of any action taken at the meeting or any adjournment thereof.
After a quorum has been established at a members' meeting, the subsequent admission of new members,
so as to increase the number of members required for a quorum above the number of members present in
person entitled to vote at the meeting, shall not affect the validity of any action taken at the meeting or any
adjournment thereof.
</p>
</body>
</section>
<section><title>Section 3.10. Voting </title>
<body>
<p>
Each member shall be entitled to one vote on each matter submitted to a vote at a meeting of the members,
except as may otherwise be provided in the law of the State of New Mexico.
</p>
<p>
Members shall vote in person electronically
</p>
<p>
At any regular or special meeting as provided in Section 3.3, any question may be voted upon in the manner and
style deemed appropriate by the Secretary of the organization or chairman of the meeting.
</p>
</body>
</section>
<section><title>Section 3.11. Proxies - Deleted </title>
<body>
<p>
</p>
</body>
</section>
<section><title>Section 3.12. Action by Members Without a Meeting.</title>
<body>
<p>
Any action required to be taken or which may be taken at any annual or special meeting of members of the
foundation, may be taken without a meeting, without prior notice and without a vote, if a written consent
setting forth the action so taken shall be signed by members having not less than the minimum number of
votes that would be necessary to authorize or take such action at a meeting at which all members entitled to vote
thereon were present and voted; provided, however, that no written consent shall be effective unless such consent
</p>
<ol>
<li>bears the date of signature by each member signing such consent and </li>
<li>is delivered to the foundation within sixty (60) days of the date on which the earliest consent was delivered to
the foundation.</li>
</ol>
<p>
Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent
shall be given to those members who have not consented in writing.
</p>
</body>
</section>
</chapter>
<chapter><title>Article IV Members</title>
<section><title>Section 4.1. Member Classes.</title>
<body>
<p>
There shall be one class of members, hereinafter referred to as full members.
</p>
</body>
</section>
<section><title>Section 4.2 Full Members</title>
<body>
<p>
Reserved
</p>
</body>
</section>
<section><title>Section 4.3. Admission of Members</title>
<body>
<p>
Full members are admitted by eligible Gentoo developers voting in a Trustee election.
Eligible Gentoo developers are those that have been Gentoo developers for
one year or more at the closing time for casting votes. The Gentoo join
date being determined from the developers LDAP join date.
</p>
</body>
</section>
<section><title>Section 4.4. Continuation of Membership</title>
<body>
<p>
Full members who remain Gentoo developers shall have there membership continued
until it is terminated in accordance with 4.8 or 4.9.
</p>
<p>
Full members who retire from the Gentoo project shall have there membership
continued while they indicate that they remain interested in the affairs of the Foundation
unless their membership is terminated in accordance with 4.8 or 4.9.
</p>
<p>Loss of interest in the foundation shall be signalled by failure to return a ballot in two successive
Trustee elections
</p>
</body>
</section>
<section><title>Section 4.5 to 4.7 Inclusive</title>
<body>
<p>
Reserved
</p>
</body>
</section>
<section><title>Section 4.8. Voluntary Withdrawal from Membership </title>
<body>
<p>
Members may withdraw from membership in the foundation at any time upon thirty (30) days' written, signed notice
delivered to an officer of the foundation, which notice may be by cryptographically signed electronic mail with a
valid signature.
</p>
</body>
</section>
<section><title>Section 4.9. Termination from Membership.</title>
<body>
<p>
Membership may be terminated by a majority vote of the board of trustees in the event that any member
acts contrary to the purpose(s) of the Gentoo Foundation.
</p>
</body>
</section>
<section><title>Section 4.10. Effect of Withdrawal or Termination of Membership. </title>
<body>
<p>
Upon any withdrawal or termination of the membership of any member, the membership, including all related
voting rights, of such member shall be terminated.
</p>
</body>
</section>
</chapter>
<chapter><title>Article V Trustees</title>
<section><title>Section 5.1. Powers.</title>
<body>
<p>
The business and affairs of the foundation shall be managed by or under the direction of the Board of Trustees,
the "Trustees", which may exercise all such powers of the foundation and do all such lawful acts and things as
are not by statute or by the Certificate of Incorporation or by these Bylaws specifically reserved to the members.
</p>
</body>
</section>
<section><title>Section 5.2. Qualification</title>
<body>
<p>
Trustees need not be residents of New Mexico or of the United States, but they must be members of the foundation.
</p>
<p>
No individual shall serve as a Gentoo Foundation Trustee and Gentoo Council Member concurrently
</p>
</body>
</section>
<section><title>Section 5.3. Compensation</title>
<body>
<p>
The positions of all Trustees are Honorary - No compensation, monetary or in kind shall be paid.
</p>
</body>
</section>
<section><title>Section 5.4. Number</title>
<body>
<p>
The foundation shall initially have five (5) Trustees. Thereafter, the number of Trustees shall be fixed by the members
at each annual meeting of members. The initial Trustees who shall hold office until their successors shall take office,
are as follows:
</p>
<ul>
<li>Roy Bamford (neddyseagoon)</li>
<li>Ferris McCormick (fmccor)</li>
<li>Joshua Jackson (tsunam)</li>
<li>Tom Gall (tgall)</li>
<li>William Thomson (wltjr)</li>
</ul>
</body>
</section>
<section><title>Section 5.5. Election and Term</title>
<body>
<p>
Trustees shall be elected by secret ballot of the members using the concordant voting system or other such suitable system.
Elections shall be held nominally annual.
</p>
<p>
Trustees shall normally hold office for a period not exceeding two electoral periods.
Trustees shall retire annually by rotation (and may be re-elected). The first rotation shall
be determined by the meeting of the Trustees held to adopt these Bylaws.
</p>
<p>
Each Trustee shall hold office for the term
for which he or she is elected and until his or her successor shall have been elected and qualified or until his or
her earlier resignation, removal or death.
</p>
</body>
</section>
<section><title>Section 5.6. Resignation and Removal of Trustees</title>
<body>
<p>
A director may resign at any time upon written request to the foundation. Furthermore, any director or the entire
Board of Trustees may be removed, with or without cause, by a vote of the majority of the members entitled to
vote for the election of Trustees or as otherwise provided in the General Foundation Law of the State of New Mexico.
</p>
</body>
</section>
<section><title>Section 5.7. Vacancies</title>
<body>
<p>
Any vacancy occurring in the Board of Trustees, including any vacancy created by reason of an increase
in the authorized number of Trustees, may be filled by the affirmative vote of a majority of the remaining
Trustees though less than a quorum of the Board of Trustees or by a sole remaining director.
A director elected to fill a vacancy shall hold office only until the next election of Trustees by the members.
</p>
</body>
</section>
<section><title>Section 5.8. Quorum and Voting</title>
<body>
<p>
A majority of the number of Trustees fixed in accordance with these Bylaws shall constitute a quorum for the
transaction of business. The vote of a majority of the Trustees present at a meeting at which a quorum is present
shall be the act of the Board of Trustees.
</p>
</body>
</section>
<section><title>Section 5.9. Executive and Other Committees</title>
<body>
<p>
The Board of Trustees, by resolution adopted by a majority of the full Board of Trustees, may designate an
Executive Committee from among its members and such other committees consisting of at least one director
as determined by the Board of Trustees from time to time. Each committee, to the extent provided in such
authorizing resolution, shall have and may exercise all the power and authority of the Board of Trustees in the
management of the business and affairs of the foundation, as limited by the laws of the State of New Mexico.
</p>
<p>
The Board of Trustees, by resolution adopted in accordance with this section, may designate one or more Trustees
as alternate members of any such committee, who may act in the place and stead of any absent or disqualified
member or members at any meeting of such committee. In the absence or disqualification of any member of any
such committee or committees, the member or members thereof present at any meeting and not disqualified
from voting, whether or not they constitute a quorum, may unanimously appoint another member of the Board
of Trustees to act at the meeting in the place of any such absent or disqualified member.
</p>
</body>
</section>
<section><title>Section 5.10. Place of Meetings.</title>
<body>
<p>
All meetings of the Board of Trustees may be held in person or electronically, within or
outside the State of New Mexico and within or outside the United States.
</p>
</body>
</section>
<section><title>Section 5.11. Time, Notice and Call of Meetings</title>
<body>
<p>
Regular meetings of the Board of Trustees shall be held immediately following the annual meeting of
members each year and at such times thereafter as the Board of Trustees may fix. No notice of regular
Trustees' meetings shall be required.
</p>
<p>
Special meetings of the Board of Trustees shall be held at such times as called by the Chairman of the Board,
the President of the foundation, or any two (2) Trustees. Written notice of the time and place of special meetings
of the Board of Trustees shall be given to each director by electronic mail at least two (2) days before the meeting.
</p>
<p>
Notice of a meeting of the Board of Trustees need not be given to any director who signs a waiver of notice,
either before or after the meeting. Attendance of a director at a meeting shall constitute a waiver of notice of
such meeting and waiver of any and all objections to the place of the meeting, the time of the meeting, or the
manner in which it has been called or conveyed, except when a director states, at the beginning of the meeting,
any objection to the transaction of business because the meeting is not lawfully called or convened.
</p>
<p>
Members of the Board of Trustees may participate in a meeting of such Board or of any committee designated
by such Board by conference telephone or similar communications equipment by means of which all persons
participating in the meeting can hear each other at the same time. Participating by such means shall constitute
presence in person at a meeting.
</p>
</body>
</section>
<section><title>Section 5.12. Action Without a Meeting.</title>
<body>
<p>
Any action required or permitted to be taken at a meeting of the Board of Trustees or of any committee thereof
may be taken without a meeting if all the members of the board or committee, as the case may be, consent thereto
in writing, and such writing is filed with the minutes of the proceedings of the board or committee. Such consent
shall have the same effect as a unanimous vote.
</p>
</body>
</section>
<section><title>Section 5.13. Director Conflicts of Interest.</title>
<body>
<p>
No contract or other transaction between the foundation and one or more of its Trustees or between the
foundation and any other foundation, partnership, association or other organization in which one or more of
the Trustees of the foundation are Trustees or officers or are financially interested, shall be void or voidable
solely because of such relationship or interest or solely because such director or Trustees are present at or
participate in the meeting of the Board of Trustees or a committee thereof which authorizes, approves or ratifies
such contract or transaction or solely because his or her or their votes are counted for such purpose, if:
</p>
<ol>
<li>
The material facts as to the director's relationship or interest and as to the contract or transaction are disclosed
or are known to the Board of Trustees or committee, and the Board of Trustees or committee in good faith
authorizes, approves or ratifies the contract or transaction by the affirmative votes of a majority of the
disinterested Trustees, even though the disinterested Trustees be less than a quorum; or
</li>
<li>
The material facts as to their relationship or interest and as to the contract or transaction are disclosed or
known to the members entitled to vote thereon, and the contract or transaction is specifically approved in good
faith by vote of such members; or
</li>
<li>
The contract or transaction is fair as to the foundation at the time it is authorized, approved or ratified by the
Board of Trustees, a committee of the Board of Trustees or the members.
</li>
</ol>
<p>
Common or interested Trustees may be counted in determining the presence of a quorum at a meeting of
the Board of Trustees or a committee thereof which authorizes, approves or ratifies such contract or transaction.
</p>
</body>
</section>
</chapter>
<chapter><title>Article VI Officers</title>
<section><title>Section 6.1. Officers.</title>
<body>
<p>
The officers of the foundation shall consist of a President, a Secretary and a Treasurer, each of whom shall be
elected by the Board of Trustees. A Chairman of the Board, one or more Vice Chairmen, one or more Vice
Presidents, and such other officers and assistant officers and agents as may be deemed necessary may be
elected or appointed by the Board of Trustees from time to time. Any two (2) or more offices may be held by the
same person, except the offices of President and Secretary
</p>
</body>
</section>
<section><title>Section 6.2. Duties</title>
<body>
<p>
The officers of the foundation shall have the following duties:
</p>
<ol>
<li>
Chairman of the Board. The Chairman of the Board, if one is elected, shall preside at all meetings of the
Board of Trustees and members and shall have such other duties and authority as may be conferred by the
Board of Trustees.
</li>
<li>
Vice Chairman. The Vice Chairman, if one is elected, shall, in the absence or disability of the Chairman of the Board,
perform the duties and exercise the powers of the Chairman of the Board. The Vice Chairman shall also perform
whatever duties and have whatever powers the Board of Trustees may from time to time assign him/her.
If more than one Vice Chairman is elected and the Chairman is absent or becomes disabled, the Board of Trustees
shall choose one Vice Chairman to perform the duties and exercise the powers of the Chairman.
</li>
<li>
President. The President shall be the chief executive officer of the foundation and shall have general and
active management of the business and affairs of the foundation , subject to the direction of the Board of
Trustees. If a Chairman of the Board is not elected, the President shall preside at all meetings of the Board of
Trustees and members.
</li>
<li>
Vice President. The Vice President, if one is elected, shall, in the absence or disability of the President, perform
the duties and exercise the powers of the President. He or she also shall perform whatever duties and have
whatever powers the Board of Trustees may from time to time assign him or her. If more than one Vice President
is elected, one thereof shall be designated as Executive Vice President and shall, in the absence or disability
of the President, perform the duties and exercise the powers of the President and each other Vice President shall
only perform whatever duties and have whatever powers the Board of Trustees may from time to time assign him
or her.
</li>
<li>
Secretary and Assistant Secretary. The Secretary shall keep accurate records of the acts and proceedings
of all meetings of the members and Trustees. The Secretary shall give all notices required by law and by these
Bylaws. In addition, the Secretary shall have general charge of the corporate books and records and of the
corporate seal, and he or she shall affix, or attest the affixing of, the corporate seal to any lawfully executed
instrument requiring it. The Secretary shall have general charge of the membership records of the foundation
and shall keep, at the registered or principal office of the foundation, a record of the members showing the
name, address, telephone number, and electronic mail address of each member. The Secretary shall sign
such instruments as may require his or her signature and, in general, shall perform all duties as may be
assigned to him or her from time to time by the Chairman, the President or the Board of Trustees.
The Assistant Secretary, if one is appointed, shall render assistance to the Secretary in all the responsibilities
described above.
</li>
<li>
Treasurer and Assistant Treasurer. The Treasurer shall have custody of all corporate funds and financial records,
shall keep full and accurate accounts of receipts and disbursements and render accounts thereof at the annual
meetings of members, and shall perform such other duties as may be prescribed by the Chairman, the President
or the Board of Trustees. The Assistant Treasurer, if one is appointed, shall render assistance to the Treasurer
in all of the responsibilities described above.
</li>
</ol>
</body>
</section>
<section><title>Section 6.3 - Deleted</title>
<body>
<p>
</p>
</body>
</section>
<section><title>Section 6.4. Election and Term</title>
<body>
<p>
Each officer shall be appointed by the Board of Trustees and shall hold office until such time as the officer
resigns or is removed by the Board of Trustees
</p>
</body>
</section>
<section><title>Section 6.5. Removal of Officers.</title>
<body>
<p>
Deleted
</p>
</body>
</section>
<section><title>Section 6.6. Vacancies.</title>
<body>
<p>
Any vacancy, however occurring, in any office may be filled by the Board of Trustees.
</p>
</body>
</section>
<section><title>Section 6.7. Compensation.</title>
<body>
<p>
The positions of all officers are Honorary - No compensation, monetary or in kind shall be paid.
</p>
</body>
</section>
</chapter>
<chapter>
<title>Article VII Books and Records</title>
<section>
<title>Section 7.1. Books and Records</title>
<body>
<p>
The foundation shall keep correct and complete books and records of accounts and shall keep minutes
of the proceedings of its members, Board of Trustees and committees of Trustees.
</p>
<p>
The foundation shall keep at its registered office or principal place of business, or at the office of its transfer
agent or registrar, or in the custody of the Secretary a record of the name,
electronic mail address and public gpg key of each member, together with the date of any withdrawal or termination of such
member's membership.
</p>
<p>
Each member shall be responsible for notifying the foundation of changes to such member's,
electronic mail address and public gpg key.
</p>
<p>
Any books, records and minutes may be in written form or in any other form capable of being converted
into clearly legible written form within a reasonable time.
</p>
</body>
</section>
<section>
<title>Section 7.2. Members' Inspection Rights</title>
<body>
<p>
Members' Inspection Rights. Any person who is a member, upon written demand under oath stating the purpose
thereof, shall have the right to examine, in person or by agent or attorney, at any time during the foundation's
usual hours for business, for any proper purpose as determined under the law of the State of New Mexico, the
foundation's membership records and its other books and records and to make copies or extracts therefrom.
</p>
</body>
</section>
</chapter>
<chapter>
<title>Article VIII Nonprofit Status</title>
<section>
<title>Nonprofit Status</title>
<body>
<p>
The foundation is organized and shall be operated as a not-for-profit membership foundation organized under
New Mexico law. If the Board of Trustees of the foundation elects to seek and obtains an exemption for the
foundation from federal taxation pursuant to Section 501(a) of the Internal Revenue Code, as amended
(the "IRC"), and until such time, if ever, that such exemption is denied or lost, the foundation shall not be empowered
to engage directly or indirectly in any activity which the foundation believes would be likely to invalidate its status
as an organization exempt from federal taxation under Section 501(a) of the IRC as an organization described in
Section 501(c) of the IRC.
</p>
</body>
</section>
</chapter>
<chapter>
<title>Article IX Corporate Seal</title>
<section>
<title>Corporate Seal</title>
<body>
<p>
The Foundation shall not have a corporate seal
</p>
</body>
</section>
</chapter>
<chapter>
<title>Article X Amendment</title>
<section>
<title>Amendment</title>
<body>
<p>
These Bylaws may be altered, amended or repealed by the Board of Trustees or by the members, and new
Bylaws may be adopted by the Board of Trustees or by the members. No alteration, amendment or repeal of
these Bylaws shall be effective unless and until the foundation attempts, in good faith, to give notice to the
members of the foundation of such alteration, amendment or repeal at least fifteen (15) days prior to the
effective date of such alteration, amendment or repeal, which notice shall be to each members electronic
mail address.
</p>
</body>
</section>
</chapter>
<chapter>
<title>Article XI Limits on liability of Trustees</title>
<section>
<title>Limits on liability of Trustees</title>
<body>
<p>
To the fullest extent permitted by the law of the State of New Mexico, as the same exists or may hereafter
be amended, a director of the foundation shall not be personally liable to the foundation or its members for
monetary damages for breach of fiduciary duty as a director.
</p>
</body>
</section>
</chapter>
<chapter>
<title>Article XII Indemnification of officers and Trustees</title>
<section>
<title>Section 12.1. Right to Indemnification</title>
<body>
<p>
Each person who was or is a party or is threatened to be made a party to any threatened, pending or completed
action, suit, or proceeding, whether civil, criminal, administrative, or investigative (other than an action by or in the
right of the foundation), by reason of the fact that he or she is or was a director, officer or member of the
foundation, or is or was serving at the request of the foundation as a director, officer, employee, or agent of
another foundation, partnership, joint venture, trust, or other enterprise, shall be entitled to indemnification against
expenses (including attorneys' fees), judgements, fines, and amounts paid in settlement to the fullest extent now or
hereafter permitted by applicable law as long as such person acted in good faith and in a manner that such person
reasonably believed to be in or not be opposed to the best interests of the foundation; provided, however, that the
foundation shall indemnify any such person seeking indemnity in connection with an action, suit or proceeding
(or part thereof) initiated by such person only if such action, suit or proceeding (or part thereof) was authorized
by the Board of Trustees.
</p>
</body>
</section>
<section>
<title>Section 12.2. Advance Payment of Expenses.</title>
<body>
<p>
Expenses (including reasonable attorneys' fees) incurred by any person who is or was an officer, director or
member of the foundation, or who is or was serving at the request of the foundation as an officer or director of
another foundation, partnership, joint venture, trust or other enterprise, in defending any civil, criminal,
administrative or investigative action, suit or proceeding, shall be paid by the foundation in advance of the final
disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of such person
to repay such amount if it is ultimately determined that he or she is not entitled under applicable law to be
indemnified by the foundation.
</p>
</body>
</section>
<section>
<title>Section 12.3. Right of Claimant to Bring Suit</title>
<body>
<p>
If a claim under this Article is not paid in full by the foundation within ninety (90) days after a written claim
has been received by the foundation, the claimant may at any time thereafter bring suit against the foundation
to recover the unpaid amount of the claim and, if successful in whole or in part, the claimant shall be entitled to
be paid also the expense of prosecuting such claim. It shall be a defence to any such action (other than an action
brought to enforce a claim for expenses incurred in defending any action or proceeding in advance of its final
disposition where the required undertaking has been tendered to the foundation unless such action is based on
the claimant having committed an act involving moral turpitude) that the claimant has not met the standards of
conduct which make indemnification permissible under the General Foundation Law of the State of New Mexico,
but the burden of proving such defence shall be on the foundation. Neither the failure of the foundation
(including its Board of Trustees, independent legal counsel, or its members) to have made a determination prior
to the commencement of such action that indemnification of the claimant is proper in the circumstances because
he or she has met the applicable standard of conduct set forth in the law of the State of New Mexico, nor an
actual determination by the foundation (including its Board of Trustees, independent legal counsel, or its members)
that the claimant has not met such applicable standard of conduct, shall be a defence to the action or create a
presumption that the claimant has not met the applicable standard of conduct.
</p>
</body>
</section>
<section>
<title>Section 12.4. Contract Rights.</title>
<body>
<p>
The provisions of this Article shall be a contract between the foundation and each director, officer or member
to which this Article applies. No repeal or modification of these Bylaws shall invalidate or detract from any right
or obligation with respect to any state of facts existing prior to the time of such repeal or modification.
</p>
</body>
</section>
<section>
<title>Section 12.5. Rights Non-exclusive</title>
<body>
<p>
The indemnification and advancement of expenses provided by or granted pursuant to this Article shall not
be deemed exclusive of any other rights to which those seeking indemnification or advancement of expenses
may be entitled under any Bylaw, agreement, vote of members or disinterested Trustees or otherwise, both as
to action in his or her official capacity and as to action in another capacity while holding such office.
</p>
</body>
</section>
<section>
<title>Section 12.6. Insurance</title>
<body>
<p>
The foundation may purchase and maintain insurance on behalf of any person who is or was a director,
officer, member, employee or agent of the foundation, or is or was serving at the request of the foundation
as a director, officer, employee or agent of another foundation, partnership, joint venture, trust or other
enterprise against any liability asserted against him or her and incurred by him or her in any such capacity,
or arising out of his or her status as such, whether or not the foundation would have the power to indemnify
him or her against such liability under the provisions of this Article or of applicable law.
</p>
</body>
</section>
<section>
<title>Section 12.7. Definitions</title>
<body>
<p>
For purposes of this Article, references to "the foundation" shall include, in addition to the resulting foundation,
any constituent foundation (including any constituent of a constituent) absorbed in a consolidation or merger
which, if its separate existence had continued, would have had power and authority to indemnify its Trustees,
officers, and employees or agents, so that any person who is or was a director, officer, employee or agent of
such constituent foundation, or is or was serving at the request of such constituent foundation as a director,
officer, employee or agent of another foundation, partnership, joint venture, trust or other enterprise, shall
stand in the same position under this Article with respect to the resulting or surviving foundation as he or
she would have with respect to such constituent foundation if its separate existence had continued, and
references to "other enterprises" shall include employee benefit plans; references to "fines" shall include any
excise taxes assessed on a person with respect to any employee benefit plan; and references to "serving at
the request of the foundation" shall include any service as a director, officer, employee or agent of the foundation
which imposes duties on, or involves services by, such director, officer, employee, or agent with respect to an
employee benefit plan, its participants, or beneficiaries; and a person who acted in good faith and in a manner
he or she reasonably believed to be in the interest of the participants and beneficiaries of an employee benefit
plan shall be deemed to have acted in a manner "not opposed to the best interests of the foundation" as referred
to in this Article.
</p>
</body>
</section>
<section>
<title>Section 12.8. Continued Coverage</title>
<body>
<p>
The indemnification and advancement of expenses provided by, or granted pursuant to this Article shall,
unless otherwise provided when authorized or ratified, continue as to a person who has ceased to be a director,
officer or member and shall inure to the benefit of the heirs, executors and administrators of such person
</p>
</body>
</section>
</chapter>
<chapter>
<title>Article XIII General provisions</title>
<section>
<title>Section 13.1. Checks</title>
<body>
<p>
All checks or demands for money and notes of the foundation shall be signed by such officer or officers
or such other person or persons as the Board of Trustees may from time to time designate.
</p>
</body>
</section>
<section>
<title>Section 13.2. Fiscal Year.</title>
<body>
<p>
The fiscal year of the foundation shall be fixed by resolution of the Board of Trustees.
</p>
</body>
</section>
<section>
<title>Section 13.3. Loans. </title>
<body>
<p>
No loans shall be contracted on behalf of the foundation and no evidence of indebtedness shall be issued
in its name unless authorized by a resolution of the Board of Trustees. Such authority may be general or
confined to specific instances.
</p>
</body>
</section>
<section>
<title>Section 13.4. Deposits. </title>
<body>
<p>
All funds of the foundation not otherwise employed shall be deposited from time to time to the credit
of the foundation in such depositories as the Board of Trustees shall direct.
</p>
</body>
</section>
<section>
<title>Section 13.5. Contracts. </title>
<body>
<p>
The Board of Trustees may authorize any officer or officers, agent or agents, to enter into any contract or
execute and deliver any instrument on behalf of the foundation, and such authority may be general or confined
to specific instances.
</p>
</body>
</section>
<section>
<title>Section 13.6. Counterpart Execution: Facsimile Execution.</title>
<body>
<p>
Any document requiring the signature of the Trustees and/or members may be executed in any number of
counterparts with the same effect as if all of the required signatories had signed the same document.
Such executions may be transmitted to the foundation and/or the other Trustees and/or members by facsimile
and such facsimile execution shall have the full force and effect of an original signature.
All fully executed counterparts, whether original executions or facsimile executions or a combination,
shall be construed together and shall constitute one and the same agreement.
</p>
</body>
</section>
</chapter>
</guide>
No
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