ARTICLE I - OFFICES
The mailing address of the corporation shall be 3719 37th Ave S, Seattle, WA 98144-7110. The corporation may have offices within or without this state as the board may from time to time determine or the business of the corporation may require.
ARTICLE II - PURPOSES
The purposes for which this corporation has been organized are as follows:
- To endeavor to monitor and improve the quality of currently existing publicly available software;
- To foster, promote and increase access to software systems available to the general public and promote the general right to use, change or distribute Free and Open Source Software;
- To solicit, collect and otherwise raise money and to expend such funds in furtherance of the goals and activities of the Corporation;
- To promote the use, development, and improvement of Free and Open Source Software; and
- To solicit, receive and maintain, invest and re-invest funds of real and personal property and to contribute its income and so much of the principal, in and as deemed advisable, for the purposes provided in (a) through (d) of the FIRST paragraph of the corporation’s Certificate of Incorporation.
ARTICLE III - DIRECTORS
1. MANAGEMENT OF THE CORPORATION
The corporation shall be managed by the Board of Directors which shall consist of not less than three directors. Each Director shall be at least nineteen years of age.
2. ELECTION AND TERM OF DIRECTORS
At each annual meeting of the corporation, Directors shall be elected to hold office until the next annual meeting. Each Director shall hold office until the expiration of the term for which she or he was elected and until her or his successor has been elected and shall have qualified, or until her or his prior resignation or removal.
3. INCREASE OR DECREASE IN NUMBER OF DIRECTORS
The number of Directors may be increased or decreased by majority vote of the Directors. No decrease in number of Directors shall shorten the term of any incumbent Director.
4. NEWLY CREATED DIRECTORSHIPS AND VACANCIES
Newly created directorships resulting from an increase in the number of Directors and vacancies occurring in the Board for any reason except the removal of Directors without cause may be filled by a vote of a majority of the Directors then in office, although less than a quorum exists, unless otherwise provided in the Certificate of Incorporation. Vacancies occurring by reason of the removal of Directors without cause shall be filled by vote of the Directors. A Director elected to fill a vacancy caused by resignation, death or removal shall be elected to hold office for the unexpired term of her or his predecessor.
5. REMOVAL OF DIRECTORS
Any or all of the Directors may be removed with or without cause by a vote of the Directors.
A Director may resign at any time by giving written notice to the Board, the President or the Secretary of the Corporation. Unless otherwise specified in the notice, the resignation shall take effect upon receipt thereof by the Board or such officer, and the acceptance of the resignation shall not be necessary to make it effective.
7. QUORUM OF DIRECTORS
Unless otherwise provided in the Certificate of Incorporation, a majority of the entire Board shall constitute a quorum for the transaction of business or of any specified item of business.
8. ACTION OF THE BOARD
Unless otherwise required by law, the vote of a majority of the Directors present at the time of the vote, if a quorum is present at such time, shall be the act of the Board. Each Director present shall have one vote.
9. PLACE AND TIME OF BOARD MEETINGS
The Board may hold its meetings at the office of the Corporation or at such other places, either within or without the state, as it may from time to time determine.
10. REGULAR ANNUAL MEETING
A regular annual meeting of the Board shall be held during the month of April or such other month as the Board determines.
11. NOTICE OF MEETINGS OF THE BOARD, ADJOURNMENT
Regular meetings of the Board may be held without notice at such time and place as it shall from time to time determine. Special meetings of the Board shall be held upon notice to the Directors and may be called by the President upon three days’ notice to each Director either personally or by mail, wire or fax; special meetings shall be called by the President or by the Secretary in a like manner on written request of two Directors. Notice of a meeting need not be given to any Director who submits a waiver of notice whether before or after the meeting or who attends the meeting without protesting prior thereto or at its commencement, the lack of notice to her or him.
A majority of the Directors present, whether or not a quorum is present, may adjourn any meeting to another time and place. Notice of the adjournment shall be given all Directors who were absent at the time of the adjournment and, unless such time and place are announced at the meeting, to the other Directors.
At all meetings of the Board the President, or in her or his absence, a chair chosen by the Board shall preside.
13. EXECUTIVE AND OTHER COMMITTEES
The Board, by resolution adopted by a majority of the entire Board, may designate from among its members and executive committee and other committees, each consisting of three or more Directors. Each such committee shall serve at the pleasure of the Board.
Every Director entitled to vote at a meeting of Directors or to express consent or dissent without a meeting may authorize another person or persons to act for her or him by proxy.
Every proxy must be in writing, signed by the member or her or his attorney-in-fact. No proxy shall be valid after the expiration of eleven months from the date thereof unless otherwise provided in the proxy. Every proxy shall be revocable at the pleasure of the member executing it, except as otherwise provided by law.
ARTICLE IV - OFFICERS
1. OFFICERS, ELECTION, TERM
Unless otherwise provided for in the Certificate of Incorporation, the Board may elect or appoint a President, one or more Vice-Presidents, a Secretary and a Treasurer, and such other officers as it may determine, who shall have such duties, powers and functions as hereafter provided. All officers shall be elected or appointed to hold office until the annual meeting of the Board. Each officer shall hold office for the term for which she or he is elected or appointed and until her or his successor has been elected or appointed or qualified. Any officer may, with the approval of the Treasurer, sign all checks, drafts, notes, and order for the payment of money, as duly authorized by the Board of Directors.
2. REMOVAL, RESIGNATION, SALARY
Any officer elected or appointed by the Board may be removed by the Board with or without cause. In the event of the death, resignation or removal of an officer, the Board in its discretion may elect or appoint a successor to fill the unexpired term. Any two or more offices may be held by the same person, except the offices of President and Secretary. All officers shall serve without salary.
The President shall be the chief executive officer of the Corporation; she or he shall preside at all meetings of the Board; she or he shall have responsibility for the general management of the affairs of the Corporation and shall see that all orders and resolutions of the Board are carried into effect. She or he shall, when duly authorized by the Board of Directors, sign and execute all contracts in the name of the Corporation.
During the absence or disability of the President, the Vice-President shall have all the powers and functions of the President. The Vice-President shall perform such other duties as the Board shall prescribe.
The Treasurer shall have the care and custody of all the funds and securities of the Corporation, and shall deposit said funds in the name of the Corporation in such bank or trust company as the Directors may elect; she or he shall at all reasonable times exhibit her or his books and accounts to any Director upon application at the office of the Corporation during ordinary business hours. At the end of each corporate year, she or he shall have an audit of the accounts of the Corporation made by a committee appointed by the President, and shall present such audit in writing at the annual meeting of the Directors, at which time she or he shall also present an annual report setting forth in full the financial condition of the Corporation.
The Secretary shall keep the minutes of the Board of Directors. She or he shall have the custody of the seal of the Corporation and shall affix and attest the same to documents when duly authorized by the Board of Directors. He or she shall attend to the giving and serving of all notices of the Corporation, and shall have charge of such books and papers as the Board of Directors may direct; she or he shall keep a membership roll containing the names, alphabetically arranged, of all persons who are Directors of the Corporation, showing their places of residence and the time they became Directors.
7. SURETIES AND BONDS
In case the Board shall so require, any officer or agent of the Corporation shall execute to the Corporation a bond in such sum and with such surety or sureties as the Board may direct, conditioned upon the faithful performance of her or his duties to the Corporation and including responsibility for negligence and for the accounting for all property, funds or securities of the Corporation which may come into her or his hands.
ARTICLE V - NO SEAL
The Corporation shall have no corporate seal.
ARTICLE VI - CONSTRUCTION
If there be any conflict between the provisions of the Certificate of Incorporation and these By-Laws, the provisions of the Certificate of Incorporation shall govern.
ARTICLE VII - AMENDMENTS
The By-Laws may be adopted, amended or repealed by the Board at the time they are entitled to vote in the election of Directors.
If any By-Law regulating an impending election of Directors is adopted, amended or repealed by the Board, there shall be set forth in the notice of the next meeting of Directors for the election of Directors the By-Laws so adopted, amended or repealed, together with a concise statement of the changes made.