219 lines
8.0 KiB
Plaintext
219 lines
8.0 KiB
Plaintext
Version 2.1
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August 17, 1992
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The By-Laws of EFF-Austin
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I. Introduction
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These are the by-laws of EFF-Austin, a non-profit organization
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incorporated under the laws of the State of Texas. These by-laws
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are adopted by the Board of Directors, under the authority of the
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Articles of Incorporation of EFF-Austin, and pursuant to the goals,
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powers and limitations set out therein.
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EFF-Austin shall from time to time informally conduct
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activities and correspond with others under the name "Electronic
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Frontier Foundation -- Austin Chapter" to signify its relationship
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with its parent national organization: The Electronic Frontier
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Foundation.
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II. Boards, Officers and Members
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A. Board of Directors
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Section (1) -- General Powers
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The business and affairs of the Corporation shall be managed by its
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Board of Directors (the Board).
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Section (2) -- Number, & Tenure of Directors
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The number of seats on the Board shall be 9. Each director shall
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hold office until a majority of the Board votes to replace the
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director, or until the director resigns. A seat on the board is
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to be considered vacant if the director holding the seat is absent
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from 2 consecutive meetings as described in section (3) below.
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Section (3) -- Regular Meetings
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A regular meeting of the Board shall be held, without other notice
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than this by-law, on the second Tuesday of each month, at a place
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to be determined by the Board. The Board may provide, by
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resolution, the time and the place for additional regular meetings
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without notice other than such resolution.
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Section (4) -- Special Meetings
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Special meetings of the Board shall be called by the Secretary at
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the request of any 2 directors. The Secretary may fix any place,
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within or without the city of Austin, Texas, as a place for holding
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any special meeting of the Board called by them.
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Section (5) -- Notice
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Notice of any special meeting shall be given at least two days
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previously thereto by written notice, telephone call, or electronic
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means to each director at his business or home address or telephone
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number. The Board shall define a procedure which, if followed,
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will be deemed to provide a board member with constructive notice
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of special meetings.
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Section (6) -- Quorum
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A majority of the number of current directors shall constitute a
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quorum for the transaction of business at any meeting of the board
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of directors.
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Section (7) -- Manner of Acting
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The act of the majority of current directors at a meeting at which
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a quorum is present shall be the act of the Board.
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Section (8) -- Action Without A Meeting
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Any action required or permitted to be taken by the Board at a
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meeting may be taken without a meeting if consent in writing,
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setting forth the action so taken, shall be signed by all of the
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directors.
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Section (9) -- Telephone Meetings
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Any or all of the directors may participate in a meeting of the
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Board by means of a conference telephone or similar
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communications equipment by means which all persons in the meeting
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can communicate with each other at the same time; and participation
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by such means shall constitute presence in person at any such
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meeting.
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Section (10) -- Vacancies
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Any vacancies occurring on the Board may be filled by an
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affirmative vote of a majority of the remaining directors though
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less than a quorum of the Board. A director so elected shall
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immediately replace his predecessor.
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Section (11) -- Presumption of Assent
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A director of the Corporation who is present at a meeting of
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the Board at which action on any matter is taken, shall be presumed
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to have assented to the action unless his dissent is entered in
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the minutes of the meeting or unless he shall file his written
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dissent to such action with the person acting as the Secretary of
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the meeting before the approval of the minutes thereof.
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B. Officers
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The Board shall elect a President, Vice President, Secretary and
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Treasurer whose duties will be determined by the Board. The Board
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may appoint assistants to these officers or create new positions
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as seen fit. Officers, assistants, and any others appointed by the
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board shall serve until such time as they resign, or are replaced
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or removed by the Board.
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C. Advisory Board
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Section (1) -- Appointment
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The Board of Directors from time to time shall appoint individuals
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to an Advisory Board, providing such individuals have consented to
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said appointment.
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Section (2) -- Nature and Tenure
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The Advisory Board shall act in accordance with guidelines provided
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by the Board of Directors. Advisory Board members shall serve on
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the Advisory Board at the discretion of the Board of Directors,
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until such time as they may be replaced or removed.
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D. Members
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The Board shall set any and all membership requirement including,
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but not limited to: fees, dues, residency and any other
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requirements except for those in violation of (E) below. A
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membership shall last until the end of the month one year following
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the month a membership is accepted.
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E. Non-discrimination policy
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Under no circumstances shall the following criteria be used to
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limit or favor membership, appointment to the Board or Advisory
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Board, or to affect any other decision making process:
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An individual's race, sex, religious affiliation, national origin,
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or sexual preference.
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III. Contractual Obligations
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All deeds, leases, transfers, contracts, bonds, notes and other
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obligations (including checks) authorized on behalf of the
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corporation shall be signed by two of the four officers appointed
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in accordance with these bylaws.
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IV. Fiscal Year
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The fiscal year of EFF-Austin shall begin on the first day of
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January and end on the last day of December.
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V. Books and Records
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EFF-Austin shall keep correct and complete books and records of
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account pursuant to the Texas Non-Profit Corporation Act and any
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other relevant laws. Any person with a proper purpose in relation
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to EFF-Austin may, after a written request, inspect and copy the
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corporation's books and records, and may do so through his attorney
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or agent. The Board may establish reasonable inspection and
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copying fees to cover material and labor involved. A member of
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EFF-Austin can request that a financial audit be performed by an
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accounting firm of his choice, providing that said member cover all
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associated costs and fees, and that said member does not subject
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EFF-Austin to more than one audit per year.
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VI. Miscellaneous Provisions
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A. Legal Construction
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The by-laws shall be construed in accordance with the laws of the
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State of Texas. All reference in the bylaws to statutes,
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regulations, or other sources of legal authority shall refer to the
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authorities cited, or their successors, as they may be amended from
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time to time.
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B. Headings
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The headings used in the by-laws are used for convenience and shall
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not be considered in construing the terms of the by-laws.
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C. Gender
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Wherever the context requires, all words in the by-laws in the male
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gender shall be deemed to include the female or neuter gender, all
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singular words shall include the plural, and all plural words
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shall include the singular.
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VII. Bylaw Revision
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These bylaws may be altered, amended or repealed and new by-laws
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may be adopted by the Board at any regular or special meeting.
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CERTIFICATE OF SECRETARY
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I certify that I am the duly elected and acting secretary of EFF-
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Austin and that the foregoing By-laws constitute the by-laws of the
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Corporation. These by-laws were duly adopted at a meeting of the
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Board of Directors held on __________________, 1992.
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Dated: _________________, 1992
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___________________________
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Steve Jackson
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Secretary
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EFF-Austin
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