The mailing address of the corporation shall be 100 Gladys Ave, Mingo Junction,
OH 43938-1026. 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
The purposes for which this corporation has been organized are as follows:
1. To endeavor to monitor and improve the quality of currently existing
publicly available software;
2. 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;
3. To solicit, collect and otherwise raise money and to expend such funds in
furtherance of the goals and activities of the Corporation;
4. To promote the use, development, and improvement of Free and Open Source
5. To solicit, receive and maintain, invest and re-invest funds of real and
personal property and to 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
### 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
### 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
### 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
### 5. REMOVAL OF DIRECTORS Any or all of the Directors may be removed with or without cause by a vote of
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
### 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
### 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
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
### 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
qualified. Any officer may, with the approval of the Treasurer, sign all checks,
drafts, notes, and order for the payment of money, as duly authorized by the
### 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
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 prescribe.
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 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.
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.
