ellie@usenix.UUCP (Ellie Young) (08/08/89)
It was requested at the Open Board meeting in Baltimore that the Association's Bylaws be posted. A printed copy can also be found in Vol. 13:5 of ;login: (Sept/Oct 1988). USENIX Association (A Delaware Non-Stock Corporation) By-Laws November 14, 1983 Article 1: Activities 1.1 Activities To achieve its purposes, the Corporation may: 1.1.1 Meetings Conduct general meetings, discussion groups, forums, panels, lectures and other similar programs concerned with the development, exchange and communication of research and technological information and ideas pertaining to UNIX and UNIX-related computer systems. 1.1.2 Publications Publish through its Newsletter and other publications the results of its members investigations and other information relevant to the purposes of the Corporation. 1.1.3 Software Distribution Collect software and distribute said software to its members for use on their systems. 1.1.4 License Verification Verify licenses of members for the purpose of administering the services of the Corporation. 1.1.5 Other Activities Establish and promote other activities consistent with its purpose for the benefit of its members. Article 2: Definitions 2.1 Defined Terms As used herein, the following terms shall have the meanings set forth below: 2.1.1 The Corporation USENIX ASSOCIATION, a Delaware non-profit, non-stock corporation. 2.1.2 Member's Representative The employee or principal of a Member designated to serve as that Member's official spokesman at any function of the Corporation and to cast that Member's vote on all matters as to which the Member may have the right to vote. 2.1.3 Voting Member Any Member who has been granted voting rights by Section 3.8. Article 3: Membership 3.1 Classes of Membership Four classes of membership are provided. Benefits and qualifications for each class shall be determined by the Board of Directors. 3.1.1 Student Member Any full time student is eligible to become a Student Member. 3.1.2 Individual Member Any person who or organization which has a bona fide interest in the purposes of the Corporation is eligible to become an Individual Member. 3.1.3 Institutional Member Any person who or organization which has a bona fide interest in the purposes of the Corporation is eligible to become an Institutional Member. 3.1.4 Supporting Member Any person who or organization which has a bona fide interest in the purposes of the Corporation is eligible to become a Supporting Member. 3.2 Application for Membership An Organization or person desiring to become a Member shall submit a written membership application to the Corporation, addressed to the Secretary or his designated assistant. The completed application shall provide such information as shall from time to time be prescribed by the Board of Directors. 3.3 Qualification as Member The Board of Directors shall establish procedures for review of each membership application. The applicant shall be notified of approval or rejection within thirty days after receipt of application. 3.4 Obligations of all Members Each Member shall abide by the By-Laws and the rules and regulations of the Corporation as they may from time to time appear. All Members shall respect licensing obligations. 3.5 Grounds for Loss of Membership A Member shall lose his membership within thirty days after receiving written notice from the Secretary that the Board shall have determined that the Member has failed to abide by the By-Laws or rules and regulations of the Corporation (such notice to state the basis for revocation of membership). 3.6 Appeal Within ninety days of the receipt of notice sent pursuant to section 3.5, the recipient Member may appeal in writing (addressed to the President) to the Board of Directors to have the notice set aside. The only bases upon which such appeal may be made shall be: 3.6.1 Invalid Grounds Proof satisfactory to the Board that the ground(s) set forth in the notice is (are) not valid, or 3.6.2 Extenuating Circumstances A reasonably detailed statement of extenuating circumstances. The Board of Directors shall act upon an appeal within ninety days of its receipt and shall notify the appellant in writing of its decision within thirty days thereafter. 3.7 Withdrawal A member may voluntarily withdraw from the Corporation at any time by giving written notification to the Secretary signed by the Member or Member's Representative of the desire to so withdraw. Such withdrawal shall become effective upon receipt thereof by the Secretary. 3.8 Rights of Members The right to vote for the election of members of the Board of Directors and officers and to vote on all issues is conferred solely upon Individual, Institutional and Supporting Members. Only a Voting Member or Member's Representative shall be eligible to be a member of the Board of Directors or to hold elective office in the Corporation. 3.9 Membership Dues The amount of dues to be paid by members of the Corporation shall be set by the Board of Directors. Dues shall be due and payable on a schedule set by the Board. Article 4: Directors 4.1 Powers All corporate powers shall be exercised by the Board of Directors, except as otherwise expressly provided by law or by the Certificate of Incorporation or by these By-Laws, but the directors shall act only as a Board and the individual directors shall have no power as such. Among such powers are: 4.1.1 Corporate Policy The Board of Directors shall develop, determine and prosecute corporate policy. 4.1.2 Decisions of Members The Board of Directors shall interpret and implement the decisions of the Members. 4.1.3 Budget The Board of Directors shall approve the Corporation's annual budget and engage an accounting firm to examine the Corporation's financial records and to prepare all necessary tax returns and information statements. 4.1.4 Vacancies The Board of Directors shall fill all vacancies in any office or on the Board of Directors for the unexpired term of the previous holder of such office or seat on the Board of Directors, provided that any officer or director so elected shall be subject to removal by the Members and the Board of Directors shall not have any power to reelect any officer or director who may have been removed by the Members. If there is a vacancy in the office of the President, the Vice President shall assume that office and the Board of Directors shall fill the thus vacated office of Vice President. 4.2 Number, Term of Office and Qualification The number of directors of the Corporation shall be eight. The Corporation's President, Vice President, Secretary and Treasurer shall automatically become directors when elected to their office. In addition to the aforementioned officers, the Board of Directors shall have four other directors. Any eligible person may be reelected as a director one or more times. The term of office of each director shall begin at the Annual Meeting following his election and end at the Annual Meeting of the next even numbered year. The term of office of any director may be terminated at any time, with or without cause, by an affirmative vote of 2/3 of the votes cast by Members entitled to vote and who shall have voted thereon, but in no case shall an officer or director be removed unless 1/3 of the total membership entitled to vote casts votes in favor of the removal. 4.3 Resignations Any Director may resign at any time, in writing, by notifying the Board of Directors or the President or the Secretary of the Corporation. Such resignation shall take effect at the time therein specified, and, unless otherwise specified, the acceptance of such resignation shall not be necessary to make it effective. 4.4 First Meeting Each duly elected Board of Directors shall hold its first meeting for the purpose of organization and the transaction of other business, if a quorum be present, without notice of such meeting, on the same day and at the same place as the Annual Meeting next occurring after the election of said Board of Directors or as soon as practicable after such Meeting. 4.5 Regular and Special Meetings Meetings of the Board of Directors shall be held at such places, within or without the State of Delaware, and times as may be fixed from time to time by resolution of the Board of Directors. The President or the Secretary may call, and upon written request signed by any three directors the Secretary shall call, special meetings of the Board of Directors. Any Meeting of the Board of Directors may be held within or without the State of Delaware, as designated in the notice or waiver of notice of such meeting. 4.6 Notice of Meetings Notice of meetings of the Board of Directors shall be in writing, signed by the President or the Secretary, and shall be sent to each director by mail addressed to his last known address, being placed into the mail at least ten days before the time designated for such meeting. 4.7 Waiver of Notice Any meeting of directors and any action otherwise properly taken thereat shall be valid if notice of the time, place and purposes of such meeting shall be waived in writing before, at or after such meeting by all directors to whom timely notices were not sent as provided in these By-Laws. 4.8 Consent Any other provisions of these By-Laws to the contrary notwithstanding, any action required or permitted to be taken at any meeting of the Board of Directors or of any committee may be taken without a meeting, if prior to such action a written consent thereto is signed by all members of the Board or of such committee, as the case may be, and such written consent is filed with the minutes of proceedings of the Board of Directors. 4.9 Quorum Four directors in office, personally present, shall be necessary and sufficient to constitute a quorum for the transaction of business at any meeting of the Board of Directors, but a smaller number may adjourn any such meeting to a later date. Notice of such adjourned meeting shall be given by mail to each director not present at such meeting, the notice being addressed to his last known address and placed into the mail at least ten days before the time designated for such meeting. 4.10 Action by Majority Vote Except as otherwise expressly required by law or by these By-Laws, the act of 4 or more directors who are a majority of the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors. 4.11 Vote to Fill Vacancies Any vacancy in the Board of Directors may be filled for the unexpired term, in accordance with section 4.1.4 by a majority vote of the remaining directors, though less than a quorum. 4.12 Submission of Matter to Mail Vote of the Members The Board of Directors may submit any matter to a mail vote of the Members, when required or deemed advisable or desirable by the Board of Directors. Any such mail vote shall be pursuant to Article 9. The membership vote shall be binding upon the Board of Directors only if at least 1/3 of all members entitled to vote upon the issue shall vote. If less than 1/3 of voting members vote, the issue may be decided by the Board of Directors. Article 5: Officers 5.1 Officers The officers of the Corporation shall be a President, a Vice President, a Secretary and a Treasurer, each to have such duties or functions as are provided in these By-Laws or as the Board of Directors may from time to time determine. One person may not hold any two or more of the foregoing offices. 5.2 Nomination and Elections Nominations and elections shall be in accordance with Article 7. 5.3 Term The term of office of each officer shall begin at the Annual Meeting following his election and end at the Annual Meeting of the next even numbered year. The term of any officer may be terminated at any time, with or without cause, by an affirmative vote of 2/3 of the votes cast by Members entitled to vote and who shall have voted thereon, but in no case shall an officer be removed unless 1/3 of the total membership entitled to vote casts votes in favor of the removal. 5.4 Resignations Any officer may resign at any time, in writing, by notifying the Board of Directors or the President or the Secretary of the Corporation. Such resignation which automatically includes resignation from the Board of Directors, shall take effect at the time therein specified, and, unless otherwise specified, the acceptance of such resignation shall not be necessary to make it effective. 5.5 Vacancies A vacancy in any office caused by death, resignation, removal, disqualification or other cause may be filled in accordance with section 4.11 for the unexpired portion of the term by the Board of Directors at any regular or special meeting. 5.6 The President The President shall be the chief executive officer of the Corporation and shall have general supervision over the affairs of the Corporation, subject, however, to the control of the Board of Directors. He shall, if present, preside at all Annual Meetings, and at all meetings of the Board of Directors. In general, he shall perform all the duties incident to the office of the chief executive officer of a corporation and such other duties as are provided for in these By-Laws and as from time to time may be assigned to him by the Board of Directors. 5.7 The Vice President At the request of the President, or in his absence, the Vice President shall perform all the duties of the President and in so acting shall have all the powers of and be subject to all the restrictions upon the President. The Vice President shall perform such other duties as may from time to time be assigned to him by the President or by the Board of Directors. 5.8 The Secretary The Secretary shall act as Secretary of all meetings of the Board of Directors, and of the Members of the Corporation, and shall keep the minutes thereof in the proper book or books to be provided for that purpose; he shall cause all notices required to be given by the Corporation to be duly given and served; he shall have charge of the other books, records and papers of the Corporation; he shall cause the reports, statements and other documents required by law to be properly kept and filed; he shall see that a current list of Members is maintained; he shall be responsible for processing membership applications; and he shall, in general, perform all the duties incident to the office of Secretary and such other duties as may from time to time be assigned to him by the Board of Directors or by the President. 5.9 The Treasurer The Treasurer shall collect, and keep account of all moneys received and expended for the use of the Corporation; he shall deposit sums received by the Corporation in the name of the Corporation in such depositories as shall be approved by the Board of Directors. Article 6: Committees 6.1 Committees By a majority vote, the Board of Directors may from time to time create or terminate standing and ad hoc committees and may determine the names of such committees and the qualification of the members of such committees; and, to the extent permitted by law, may delegate the powers and duties of the Board of Directors to such other committees, and, to such extent, may otherwise determine such powers and duties. The Board of Directors may elect the members of such committees or may authorize the President and/or any other officer or officers to select the members of any such committee. Article 7: Election of Officers and Directors 7.1 Nominations No later than nine months preceding the Annual Meeting in every even numbered year, the Board of Directors shall notify Members of the names of Voting Members to serve as a Nominating Committee. Such Committee shall present names of candidates for each Officer and for the Directors to the Members for election. Nominations shall close six months after the date of notification to the members of the composition of the Nominating Committee. Nominations for each Office and Directorship may also be made by any five members. All nominations must bear the signature of at least five Voting Members. 7.2 Elections Whenever the Officers or Directors are to be elected by the Members, they shall be elected by a plurality of the votes by mail ballot by the members entitled to vote in the election. Within four weeks following the close of nominations, the Secretary shall cause to be compiled and mailed to all Voting Members a ballot which includes a brief summary of the qualifications of each candidate. The balloting shall be conducted in accordance with the provisions of Article 9. The newly elected Officers and Directors will be informed within one week of the results of the election and the date their term begins. Article 8: Annual Meeting 8.1 Date of Meeting The date of the Annual Meeting shall be established by the Board of Directors. At least one month in advance of the meeting date the Board of Directors will notify the Members of the date and time of the Annual Meeting. Article 9: Voting 9.1 Mail Voting All voting by the Members shall be conducted by mail. 9.2 Eligibility Except as provided by law, every Voting Member of record as of the date of entry of a ballot into the mails shall be entitled to one vote. 9.3 Voting Procedures On all questions to be submitted to a ballot of the Members, the Secretary shall designate a date for the ballot to be placed in the mails. Each ballot must bear a due date not less than two nor more than four weeks after the date of entry of the ballot into the mails. The ballots will be counted within two weeks following the due date. No ballots received after that time will be counted, regardless of postmark. The results of the vote will be announced immediately to the Board of Directors. 9.4 Authentication of Ballots The Board of Directors shall establish procedures to authenticate the ballots. Article 10: Contract, Checks, Drafts, Bank Accounts, etc. 10.1 Execution of Contracts The Board of Directors, except as otherwise provided in these By-Laws, may prospectively or retroactively authorize any officer or officers, agent or agents, in the name and on behalf of the Corporation to enter into any contract or execute and satisfy any instrument, and any such authority may be general or confined to specific instances. Any contract whose dollar value exceeds an amount set by the Board of Directors must be specifically authorized for that value by the Board of Directors. 10.2 Checks, Drafts, etc All checks, drafts and other orders for payment of money out of the funds of the Corporation, if less than a limit established by the Board of Directors, shall be signed on behalf of the Corporation by any one officer, normally the Treasurer. For amounts equal to or greater than the established limit, said instruments shall be signed by two Officers. 10.3 Deposits The funds of the Corporation not otherwise employed shall be deposited from time to time to the order of the Corporation in such banks, trust companies or other depositories as the Board of Directors may select. Article 11: Books and Records 11.1 Books and Records There shall be kept at a place to be designated by the Treasurer correct books of account of all the business and transactions of the Corporation. If the books and records are to be kept at a place other than the principal place of employment of the Treasurer, Treasurer shall notify the President and Secretary in writing of the location of said books and records. Article 12: Seal 12.1 Seal The Board of Directors shall provide a corporate seal which shall be in the form of a circle and shall bear the full name of the Corporation and the year of its incorporation. Article 13: Amendments of By-Laws 13.1 Amendments by Members These By-Laws, or any one or more of the provisions thereof, may be amended by changing, altering, suspending, supplementing or repealing the same, by an affirmative vote of 2/3 of the votes cast by Members entitled to vote and who shall have voted, but only in accordance with a proposed amendment duly published and mailed to Voting Members at least thirty days prior to the date of entry of the ballot into the mails. In no case shall an amendment by members be carried by a vote of less than 1/3 of total membership entitled to vote. Conduct of voting shall be in accord with Article 9. 13.2 Amendments by Directors These By-Laws or any one or more of the provisions thereof may, except for this article, also be amended by changing, altering, suspending, supplementing or repealing the same; by the Board of Directors at any duly constituted regular or special meeting of the Board of Directors. Such an amendment shall require an affirmative vote by at least two- thirds of the entire Board of Directors. Any amendment of these By- Laws by the Board of Directors shall at all times be subject to rescission by the Members. The Board of Directors shall not have any power to readopt any amendment which may have been rescinded by the Members. When the Board of Directors proposes a change to the By-Laws, written notice of the proposed change, including the vote, the proposed change, and pertinent reasons for the change must be distributed by the Secretary to the Members by first-class mail. Negative responses to the proposed change from the Members shall be directed to the Secretary. Thirty calendar days after the mailing the Secretary will tabulate the responses from Members, and the amendment will take effect if fewer than 25 percent of the Members, of mailing record date, have objected. If 25 percent or more object, the amendment shall not take effect until the members have voted on rescinding the by-law. The vote to rescind shall be in accordance with section 13.1. Article 14: Compensation of Officers and Directors 14.1 Compensation of Officers and Directors No part of the income of the Corporation shall inure to the benefit of any Member, Director, or Officer of the Corporation, or any private individual (except that reasonable compensation may be paid for services rendered to or for the Corporation affecting one or more of its purposes), and no Member, Director, of Officer of the Corporation or any private individual shall be entitled to share in the distribution of any of the assets on dissolution of the Corporation.