Bylaws
Ellie Young
ellie at usenix.UUCP
Tue Aug 8 08:47:02 AEST 1989
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.
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