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USENIX Association Bylaws

Table of Contents

Article 1: Activities
Article 2: Definitions
Article 3: Membership
Article 4: Directors
Article 5: Officers
Article 6: Committees
Article 7: Election of Officers and Directors
Article 8: Annual Meeting
   Article 9: Voting
Article 10: Contract, Checks, Drafts, Bank Accounts, etc
Article 11: Books and Records
Article 12: Seal
Article 13: Amendments of Bylaws
Article 14: Compensation for Officers and Directors

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 advanced computing systems and tools.
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. 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. Policies Document
The USENIX Association Policies Document containing policies promulgated by the Board of Directors from time to time.
2.1.3. Voting Member
Any member who has been granted voting rights as set forth in the Policies Document.

ARTICLE 3: MEMBERSHIP

3.1. Classes of Membership

Classes of voting and non-voting membership are provided as outlined in the Policies Document. No voting member shall be deprived of the right to vote.

3.2. Application for Membership

An organization or person desiring to become a member shall submit an application for membership to the Corporation. 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 Bylaws and the rules and regulations of the Corporation as they may from time to time appear.

3.5. Grounds for Loss of Membership

A member shall lose their membership as set forth in the Policies Document.

3.6. Appeal

A member may appeal a loss of membership as set forth in the Policies Document.

3.7. Withdrawal

A member may voluntarily withdraw from the Corporation at any time by giving written notification to the Corporation.

3.8. Rights of Members

Only a Voting Member or Member's Representative shall be elligible 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 and shall be set forth in the Policies Document. 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 the Certificate of Incorporation or by these Bylaws, 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, maintain, and implement a set of policies set forth in the Policies Document.
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

4.2.1. Number
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, but may not be elected to more than four terms in succession.
4.2.2. Term
The term of each elected director shall begin at the conclusion of the first regularly scheduled meeting following the election, or on July 1st, whichever comes earlier, and the term of each such director shall end at the conclusion of the first regularly scheduled meeting following the next election or June 30th of that year, respectively. The term 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. Only a voting member shall be eligible to be a member of the Board of Directors.

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. Regular and Special Meetings

Regular meetings of the Board of Directors shall be held at such times and such places as may be fixed from time to time by resolution of the Board of Directors. Upon request of the President or any three directors, the Secretary shall call a special meeting of the Board of Directors. Regular and special meetings need not be attended in person provided that each director is given the opportunity to fully participate.

4.5. Notice of Meetings

A notice of each regular meeting shall not be required. Notice of special meetings shall be in writing or by other means as set forth in the Policies Document. Any notice of a special meeting shall be sent to each director and shall comply with the provision regarding notice as set forth in the Policies Document.

4.6. 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 or by other means as set forth in the Policies Document before, at, or after such meeting by all directors to whom timely notices were not sent as provided in these Bylaws.

4.7. Consent

Any other provisions of these Bylaws 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.

4.8. Quorum

Four directors in office, personally present, or fully participating, shall constitute a quorum. Should there be no quorum a smaller number may adjourn any such meeting to a later date. Notice of the resumption of such adjourned meeting shall be by resolution prior to adjournment, or, if not by such resolution, then by subsequent written notice to all directors which is in compliance with the requirements for timing of notices as set forth in the Policies Document.

4.9. Action by Majority Vote

The majority of the directors present or fully participating in a meeting at which a quorum is present shall be the act of the Board of Directors.

4.10. 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, even if no quorum is possible.

4.11. 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. 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 Bylaws or as the Board of Directors may from time to time determine. No person may hold or be nominated for more than one office.

5.2. Nomination and Elections

Nominations and elections shall be in accordance with Article 7.

5.3. 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.

5.4. Vacancies

A vacancy in any office caused by death, resignation, removal, disqualification, or other cause may be filled in accordance with section 4.10 for the unexpired portion of the term by the Board of Directors at any regular or special meeting.

5.5. 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. The President shall, if present, preside at all annual meetings, and at all meetings of the Board of Directors. In general, the President 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 Bylaws and as from time to time may be assigned to this office by the Board of Directors.

5.6. The Vice President

At the request of the President or of the Board, 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 this office by the President or by the Board of Directors.

5.7. 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 cause minutes to be kept in the proper book or books to be provided for that purpose; cause all notices required to be given by the Corporation to be duly given and served; have charge of the other books, records and papers of the Corporation; cause the reports, statements and other documents required by law to be properly kept and filed; cause a current list of members to be maintained; arrange for the processing of membership applications; and, 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 this office by the Board of Directors or by the President.

5.8. The Treasurer

The Treasurer shall supervise the collection and accounting of all monies received and expended for the use of the Corporation; deposit or invest sums received by the Corporation in the name of the Corporation according to the then current Fiscal Procedure Policy as set forth in the Policies Document.

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; determine the names of such committees and the qualification of the members of such committees; delegate the powers and duties of the Board of Directors to such other committees, and/ or to members of the staff, 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

The Board of Directors shall appoint a nominating committee in advance of each election of officers and directors. Five members acting together may also nominate an officer or director. All nominations from the Nominating Committee shall be announced by the Board of Directors no later than sixteen weeks preceding the due date. All other nominations shall be submitted to the Board no later than ten weeks preceding the due date. The due date shall be the date by which all ballots for the election of directors and officers of the Association must be received.

All nominations must be in writing and bear the signature of at least five voting members.

7.2. Elections

Elections for officers and directors shall take place every two years no later than April 1st. The date for such elections and all procedures related thereto shall be set forth in the Bylaws and the Policies Document. The officers and directors shall be elected by a plurality of the votes cast.

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

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

Voting procedures shall be set forth in the Policies Document.

9.4. Authentication of Ballots

Procedures to authenticate the ballots shall be set forth in the Policies Document.

ARTICLE 10: CONTRACT, CHECKS, DRAFTS, BANK ACCOUNTS, ETC.

10.1. Execution of Contracts and Payment of Expenses

The Board of Directors may, from time to time, by resolution and except as otherwise provided in these Bylaws, delegate its authority to enter into contracts and pay expenses of the Corporation to one or more directors and/ or employees of the Corporation, as it deems prudent.

10.2. Checks, Drafts, etc

All checks, drafts and other orders for payment of money out of the funds of the Corporation shall be signed in conformance with the resolution described in 10.1 above.

10.3. Deposits

The funds of the Corporation not otherwise employed shall be deposited or invested from time to time to the order of the Corporation as set forth in the Policies Document.

ARTICLE 11: BOOKS AND RECORDS

11.1. Books and Records

The books and records of the Association shall be kept at the principal place of business of the Association, or at other such locations as may be designated by the Board of Directors.

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 BYLAWS

13.1. Amendments by Members

These Bylaws, 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 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 Bylaws 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 Bylaws 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 Bylaws, 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 bylaw. 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), 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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