[gentoo-nfp] Bylaws update draft: formatting fixes

[Michał Górny]

Hi,

Since I've been requested to provide updated wording, I've started by
doing some formatting fixes.  I think they don't change any of
the legal meaning, so I'd like to request Trustees to confirm them
first.

What I've changed:

- forced consistency in section and article titles, i.e. added missing
  dots post section numbers, removed trailing dot from article titles,

- added trailing dots to ends of full sentences.

Rendering: https://gist.github.com/mgorny/a27da12d627f19ba8bca09f799990b3d/3e52895e8d5511070cf0d09f4038b132d2dfdc60
Diffs: https://gist.github.com/mgorny/a27da12d627f19ba8bca09f799990b3d/revisions

I'm also pasting a 'git diff --word-diff' below (look for '[-...-]' and '{+...+}').

---

diff --git a/bylaws-update.mediawiki b/bylaws-update.mediawiki
index 2ee4e4a..47a611d 100644
--- a/bylaws-update.mediawiki
+++ b/bylaws-update.mediawiki
@@ -3,9 +3,9 @@ This document sets out the Bylaws governing the Gentoo Foundation. The Gentoo Fo
== Article I Business offices ==


=== {+Section 1.1.+} Business offices ===

The Gentoo Foundation shall not maintain offices other than the registered office described in Section [-2.1-]{+2.1.+}


== Article II Registered offices and registered agents ==
@@ -18,12 +18,12 @@ The address of the initial registered office in the State of New Mexico and the
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. 


==[-3.-] Article III Meetings of members ==


=== Section 3.1. Place of Meetings ===

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-]{+irc.freenode.net.+}



@@ -51,11 +51,11 @@ If any such member delivers to the foundation a written notice setting forth his

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. 

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-]{+meeting.+}



=== Section 3.7. Fixing Record [-Date.-]{+Date+} ===

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. 

@@ -79,23 +79,23 @@ After a quorum has been established at a members' meeting, the subsequent admiss



=== Section 3.10. Voting ===

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. 

Members shall vote in person [-electronically-]{+electronically.+} 

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. 



=== Section 3.11. Proxies - Deleted ===

 



=== Section 3.12. Action by Members Without a [-Meeting.-]{+Meeting+} ===

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 

@@ -107,13 +107,13 @@ Prompt notice of the taking of the corporate action without a meeting by less th
== Article IV Members ==


=== Section 4.1. Member [-Classes.-]{+Classes+} ===

There shall be one class of members, hereinafter referred to as full members. 



=== Section [-4.2-]{+4.2.+} Full Members ===

Reserved 

@@ -149,19 +149,19 @@ Reserved



=== Section 4.8. Voluntary Withdrawal from Membership ===

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. 



=== Section 4.9. Termination from [-Membership.-]{+Membership+} ===

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. 



=== Section 4.10. Effect of Withdrawal or Termination of [-Membership.-]{+Membership+} ===

Upon any withdrawal or termination of the membership of any member, the membership, including all related voting rights, of such member shall be terminated. 

@@ -169,7 +169,7 @@ Upon any withdrawal or termination of the membership of any member, the membersh
== Article V Trustees ==


=== Section 5.1. [-Powers.-]{+Powers+} ===

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. 

@@ -238,7 +238,7 @@ The Board of Trustees, by resolution adopted in accordance with this section, ma



=== Section 5.10. Place of [-Meetings.-]{+Meetings+} ===

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. 

@@ -256,13 +256,13 @@ Members of the Board of Trustees may participate in a meeting of such Board or o



=== Section 5.12. Action Without a [-Meeting.-]{+Meeting+} ===

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. 



=== Section 5.13. Director Conflicts of [-Interest.-]{+Interest+} ===

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: 

@@ -275,9 +275,9 @@ Common or interested Trustees may be counted in determining the presence of a qu
== Article VI Officers ==


=== Section 6.1. [-Officers.-]{+Officers+} ===

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-]{+Secretary.+} 



@@ -293,7 +293,7 @@ The officers of the foundation shall have the following duties:
# 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.


=== Section [-6.3 --]{+6.3.+} Requirements for Chairman and Vice Chairman ===

The Chairman and Vice Chairman, if elected by the board, must be trustees. 

@@ -301,23 +301,23 @@ The Chairman and Vice Chairman, if elected by the board, must be trustees.

=== Section 6.4. Election and Term ===

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-]{+Trustees.+} 



=== Section 6.5. Removal of [-Officers.-]{+Officers+} ===

Deleted 



=== Section 6.6. [-Vacancies.-]{+Vacancies+} ===

Any vacancy, however occurring, in any office may be filled by the Board of Trustees. 



=== Section 6.7. [-Compensation.-]{+Compensation+} ===

The positions of all officers are Honorary - No compensation, monetary or in kind shall be paid. 

@@ -345,7 +345,7 @@ Members' Inspection Rights. Any person who is a member, upon written demand unde
== Article VIII Nonprofit Status ==


=== {+Section 8.1.+} Nonprofit Status ===

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. 

@@ -353,15 +353,15 @@ The foundation is organized and shall be operated as a not-for-profit membership
== Article IX Corporate Seal ==


=== {+Section 9.1.+} Corporate Seal ===

The Foundation shall not have a corporate [-seal-]{+seal.+} 


== Article X Amendment ==


=== {+Section 10.1.+} Amendment ===

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. 

@@ -369,7 +369,7 @@ These Bylaws may be altered, amended or repealed by the Board of Trustees or by
== Article XI Limits on liability of Trustees ==


=== {+Section 11.1.+} Limits on liability of Trustees ===

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. 

@@ -383,7 +383,7 @@ Each person who was or is a party or is threatened to be made a party to any thr



=== Section 12.2. Advance Payment of [-Expenses.-]{+Expenses+} ===

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. 

@@ -395,7 +395,7 @@ If a claim under this Article is not paid in full by the foundation within ninet



=== Section 12.4. Contract [-Rights.-]{+Rights+} ===

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. 

@@ -421,7 +421,7 @@ For purposes of this Article, references to "the foundation" shall include, in a

=== Section 12.8. Continued Coverage ===

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-]{+person.+} 


== Article XIII General provisions ==
@@ -433,32 +433,32 @@ All checks or demands for money and notes of the foundation shall be signed by s



=== Section 13.2. Fiscal [-Year.-]{+Year+} ===

The fiscal year of the foundation shall be fixed by resolution of the Board of Trustees. 



=== Section 13.3. [-Loans.-]{+Loans+} ===

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. 



=== Section 13.4. [-Deposits.-]{+Deposits+} ===

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. 



=== Section 13.5. [-Contracts.-]{+Contracts+} ===

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. 



=== Section 13.6. Counterpart Execution: Facsimile [-Execution.-]{+Execution+} ===

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. 

[[Category:Foundation]]

-- 
Best regards,
Michał Górny