Fwd: amended bylaws
seanegan at gmail.com
Fri May 16 18:41:07 EDT 2008
These changes were made because of some confusion regarding our initial by-laws.
---------- Forwarded message ----------
From: Karen Sandler <karen at softwarefreedom.org>
Date: Fri, May 16, 2008 at 2:02 PM
Subject: amended bylaws
To: Sean Egan <seanegan at gmail.com>
These bylaws have the changes we discussed:
* Clarification of Section 1
* Addition of the last sentence of the description of the duties of
* deletion of the clause regarding signing contracts in the description
of the duties of Treasurer.
Let me know if/when the board ratifies these changes.
AMENDED AND RESTATED BY - LAWS
INSTANT MESSAGING FREEDOM, INC.
RTICLE I - OFFICES
The mailing address of the corporation shall be 2515 4th Ave.,
Seattle, Washington. 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:
(a) To endeavor to monitor and improve the quality of currently
existing publicly available software;
(b) 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;
(c) To solicit, collect and otherwise raise money and to expend
such funds in furtherance of the goals and activities of the
(d) To promote the use, development, and improvement of Free and
Open Source Software; and
(e) To solicit, receive and maintain, invest and re-invest funds
of real and personal property andto 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
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
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 also sign all checks, drafts, notes, and
order for the payment of money, which shall be duly authorized by the
Board of Directors; 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.
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