seanegan at gmail.com
Fri May 16 18:44:47 EDT 2008
And the conflict of interest policy is basically:
On Fri, May 16, 2008 at 3:41 PM, Sean Egan <seanegan at gmail.com> wrote:
> 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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