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svn-org commit: r2 - trunk

From: <kfogel_at_tigris.org>
Date: 2006-04-01 00:11:33 CEST

Author: kfogel
Date: Fri Mar 31 14:11:32 2006
New Revision: 2

Added:
   trunk/bylaws.html (contents, props changed)

Log:
* bylaws.html: New file.

Added: trunk/bylaws.html
URL: http://svn.collab.net/viewvc/svn-org/trunk/bylaws.html?pathrev=2
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+<html>
+<body text="#000000" bgcolor="#FFFFFF">
+
+ <h1 style="text-align: center;">BYLAWS</h1>
+ <h1 style="text-align: center;">OF</h1>
+<h1 style="text-align: center;">SUBVERSION CORPORATION</h1>
+<h2 style="text-align: center;"
+ >a California Nonprofit Mutual Benefit Corporation</h2>
+
+<h2 style="text-align: center; color: red;">[ DRAFT ]</h2>
+
+<p style="text-align: center;">$LastChangedDate$</p>
+
+<!--
+ This is the master copy of the Subversion Corporation bylaws.
+ The first revision checked in was a straight conversion of
+ http://www.red-bean.com/svn-org/bylaws.doc to editable HTML.
+
+ Feel free to fix up the HTML formatting, but never mix semantic
+ changes with style changes. Please preserve the property that
+ all articles, sections, subsections, points, and subpoints are
+ individually anchored, such that they can be reached like this:
+
+ Article VI:
+ ==> bylaws.html#VI
+
+ Article VI, Section 1:
+ ==> bylaws.html#VI-1
+
+ Article VI, Section 1, subsection A:
+ ==> bylaws.html#VI-1-A
+
+ Article VI, Section 1, subsection A, point (e):
+ ==> bylaws.html#VI-1-A-e
+
+ Article VI, Section 1, subsection A, point (e), subpoint (iii):
+ ==> bylaws.html#VI-1-A-e-iii
+
+ When you refer to a location by name in the text, make the
+ reference a live link to that location.
+-->
+
+<hr />
+<![CDATA[===============================================================]]>
+
+<div class="article" id="I" title="I">
+<h2 style="text-align: center;">ARTICLE I: NAME AND OFFICE</h2>
+
+<![CDATA[---------------------------------------------------------------]]>
+
+<div class="section" id="I-1" title="I-1">
+<h3>SECTION 1: NAME</h3>
+
+<p>The name of this Corporation is Subversion Corporation
+(hereinafter, the "Corporation").</p>
+
+</div> <!-- section -->
+
+<![CDATA[---------------------------------------------------------------]]>
+
+<div class="section" id="I-2" title="I-2">
+<h3>SECTION 2: PRINCIPAL OFFICE</h3>
+
+<p>The principal office for the transaction of the activities and
+affairs of the Corporation is located at 8000 Marina Blvd., Suite 600,
+Brisbane, CA 94005, in San Mateo County, California. The Members (as
+defined below) may change the principal office. Any change in
+location shall be noted by the Secretary on these Bylaws opposite this
+Section, or this Section may be amended to state the new location.</p>
+
+</div> <!-- section -->
+
+<![CDATA[---------------------------------------------------------------]]>
+
+<div class="section" id="I-3" title="I-3">
+<h3>SECTION 3: OTHER OFFICES</h3>
+
+<p>The Board of Directors may at any time establish branch or
+subordinate offices at any place or places where the Corporation is
+qualified to do business.</p>
+
+</div> <!-- section -->
+</div> <!-- article -->
+
+<hr />
+<![CDATA[===============================================================]]>
+
+<div class="article" id="II" title="II">
+<h2 style="text-align: center;">ARTICLE II: PURPOSES AND LIMITATIONS</h2>
+
+<![CDATA[---------------------------------------------------------------]]>
+
+<div class="section" id="II-1" title="II-1">
+<h3>SECTION 1: GENERAL PURPOSES</h3>
+
+<p>The purposes of the Corporation shall be:</p>
+
+<div class="subsection" id="II-1-A" title="II-1-A">
+
+<p><strong>A.</strong> To administer the operations and intellectual
+property rights of the Subversion Open Source Community (the "SVN
+Community"), to educate Members and non-Members (as defined below)
+alike with respect to said intellectual property rights, and to engage
+in other non-profitable purposes. Within the context of these general
+purposes, the Corporation shall perform corporate compliance and
+implement policies to protect and enforce the foregoing intellectual
+property rights, and to educate both Members and non-Members (as
+defined below) alike regarding the protection and enforcement actions
+undertaken by the Corporation.</p>
+
+</div> <!-- subsection -->
+
+<div class="subsection" id="II-1-B" title="II-1-B">
+
+<p><strong>B.</strong> To exercise all powers granted by law necessary
+and proper to carry out the above-stated purposes, including but not
+limited to, the power to accept donations of money, property, whether
+real or personal or any other thing of value. Nothing herein
+contained shall be deemed to authorize or permit the corporation to
+carry on any business or profit, to exercise any power or to do any
+act that a corporation formed under the Act, or any amendment thereto
+or substitute therefor, may not at that time lawfully carry on or
+do.</p>
+
+</div> <!-- subsection -->
+</div> <!-- section -->
+
+<![CDATA[---------------------------------------------------------------]]>
+
+<div class="section" id="II-2" title="II-2">
+<h3>SECTION 2: LIMITATIONS</h3>
+
+<div class="subsection" id="II-2-A" title="II-2-A">
+
+<p><strong>A.</strong> The Corporation is a nonprofit corporation and
+is not organized for the private gain of any person. It is organized
+under the California Nonprofit Mutual Benefit Corporation Law for the
+purposes described in Section 1 of this Article I.</p>
+
+</div> <!-- subsection -->
+
+<div class="subsection" id="II-2-B" title="II-2-B">
+
+<p><strong>B.</strong> In particular, no part of the net earnings of
+the Corporation shall inure to the benefit of any director, officer or
+Member (as defined below) thereof or to the benefit of any private
+persons, except that the Corporation shall be authorized and empowered
+to pay reasonable compensation to its Directors or Officers for
+services rendered. Upon the dissolution or winding up of the
+Corporation, the assets remaining after payment, or provision for
+payment, of all debts and liabilities of the corporation, shall be
+distributed pursuant to the provisions set forth in the California
+Nonprofit Mutual Benefit Corporation Law.</p>
+
+</div> <!-- subsection -->
+</div> <!-- section -->
+</div> <!-- article -->
+
+<hr />
+<![CDATA[===============================================================]]>
+
+<div class="article" id="III" title="III">
+<h2 style="text-align: center;">ARTICLE III: MEMBERSHIP</h2>
+
+<![CDATA[---------------------------------------------------------------]]>
+
+<div class="section" id="III-1" title="III-1">
+<h3>SECTION 1: MEMBERS</h3>
+
+<p>The Corporation shall have one class of members (the "Members"),
+who shall be "members" within the meaning of Section 5056 of the
+California Corporations Code. All Members shall also be designated as
+"Full Committers" in the SVN Community Guidelines (the "Guidelines"),
+which Guidelines shall be approved by the Board of Directors from time
+to time, with all of the accompanying rights, privileges and
+obligations set forth therein. Members shall have all of the rights
+of members of a California Mutual Benefit Corporation, which are
+provided in the California Corporations Code and these Bylaws
+(collectively, such Member's "Membership Rights"). Members shall
+constitute the membership of the Corporation within the meaning of the
+California Corporations Code and these Bylaws.</p>
+
+</div> <!-- section -->
+
+<![CDATA[---------------------------------------------------------------]]>
+
+<div class="section" id="III-2" title="III-2">
+<h3>SECTION 2: MEMBERSHIP RIGHTS</h3>
+
+<p>Subject to the limitations imposed by the suspension or termination
+provisions in Section 5 of this Article III or
+any other provisions under California law, all Members are entitled to
+the following Membership Rights:</p>
+
+<div class="point" id="III-2-a" title="III-2-a">
+
+<p><strong>(a)</strong> the right to vote to elect Directors pursuant
+to Section 5 of Article IV of these Bylaws;</p>
+
+</div> <!-- point -->
+
+<div class="point" id="III-2-b" title="III-2-b">
+
+<p><strong>(b)</strong> the right to vote on the disposition of all or
+substantially all of the assets of the Corporation;</p>
+
+</div> <!-- point -->
+
+<div class="point" id="III-2-c" title="III-2-c">
+
+<p><strong>(c)</strong> the right to vote on any merger and its
+principal terms and any amendment to those terms;</p>
+
+</div> <!-- point -->
+
+<div class="point" id="III-2-d" title="III-2-d">
+
+<p><strong>(d)</strong> the right to vote on any election to dissolve
+the Corporation;</p>
+
+</div> <!-- point -->
+
+<div class="point" id="III-2-e" title="III-2-e">
+
+<p><strong>(e)</strong> the right to nominate persons for membership
+in the Corporation; and</p>
+
+</div> <!-- point -->
+
+<div class="point" id="III-2-f" title="III-2-f">
+
+<p><strong>(f)</strong> all other rights afforded Members under the
+California Nonprofit Mutual Benefit Corporation Law and/or under these
+Bylaws.</p>
+
+</div> <!-- point -->
+</div> <!-- section -->
+
+<![CDATA[---------------------------------------------------------------]]>
+
+<div class="section" id="III-3" title="III-3">
+<h3>SECTION 3: QUALIFICATION OF MEMBERS</h3>
+
+<p>To be eligible for membership, a person must be nominated by a
+current Member of the Corporation pursuant to the procedures set forth
+in the Guidelines.</p>
+
+</div> <!-- section -->
+
+<![CDATA[---------------------------------------------------------------]]>
+
+<div class="section" id="III-4" title="III-4">
+<h3>SECTION 4: ADMISSION TO MEMBERSHIP</h3>
+
+<p>The initial Members of the Corporation, who shall consist of all
+persons designated as "Full Committers" in accordance with the
+Guidelines that are in effect as of the date on which the Corporation
+adopts these Bylaws, shall be admitted upon the affirmative vote of
+the Board (as defined below) at the initial meeting of the Board (as
+defined below). Thereafter, persons shall be admitted as Members of
+the Corporation only upon an affirmative vote of the majority of
+Active Members represented and voting at a duly held meeting at which
+a Quorum (as hereinafter defined) is present pursuant to <a
+href="#III-11">Section 11 of this Article III</a>, or by the written
+consent of the Active Members undertaken pursuant to the terms of <a
+href="#III-14-E">Section 14.E of this Article III</a>.</p>
+
+</div> <!-- section -->
+
+<![CDATA[---------------------------------------------------------------]]>
+
+<div class="section" id="III-5" title="III-5">
+<h3>SECTION 5: STATUS AND TERMINATION OF MEMBERSHIP</h3>
+
+
+<div class="subsection" id="III-5-A" title="III-5-A">
+
+<p><strong>A. Causes for Termination of Membership.</strong> The
+membership of any Member shall terminate upon occurrence of any of the
+following events:</p>
+
+<div class="point" id="III-5-A-1" title="III-5-A-1">
+
+<p><strong>(1)</strong> the death or incapacity of the Member (if an
+individual);</p>
+
+</div> <!-- point -->
+
+<div class="point" id="III-5-A-2" title="III-5-A-2">
+
+<p><strong>(2)</strong> the resignation of the Member;</p>
+
+</div> <!-- point -->
+
+<div class="point" id="III-5-A-3" title="III-5-A-3">
+
+<p><strong>(3)</strong> any act or occurrence, the nature of which
+would make a person ineligible for membership under the Guidelines;
+</p>
+
+</div> <!-- point -->
+
+<div class="point" id="III-5-A-4" title="III-5-A-4">
+
+<p><strong>(4)</strong> the good-faith determination by the Board that
+the Member has failed in a material and serious degree to observe the
+rules of conduct of the Corporation, or that the Member has engaged in
+conduct materially and seriously prejudicial to the Corporation's
+purposes and interests.</p> <p>In the event the Board determines,
+
+has either failed to observe the rules of conduct of the Corporation
+or has engaged in conduct materially and seriously prejudicial to the
+Corporation's purposes and interests, the Board may, in its
+discretion, choose to terminate the membership of the Member;
+provided, however, that any such termination shall not take place
+without first providing such Member an opportunity to be heard
+pursuant to <a href="#III-5-C-2">Section 5.C(2) of this Article
+III</a>.</p>
+
+</div> <!-- point -->
+</div> <!-- subsection -->
+
+<div class="subsection" id="III-5-B" title="III-5-B">
+
+<p><strong>B. Status of Members.</strong> Each Member shall have a
+status (the "Status") which will designate the Member as "Active" or
+"Inactive," and the current Status of each Member shall be recorded
+and maintained by the Secretary at all times. All Members shall be
+deemed to be Active Members unless the Board (i) determines, by
+application of the then-current Guidelines, that the Member is to be
+deemed "Inactive," and (ii) enacts a resolution stating that the
+Member is Inactive. An Inactive Member shall immediately change
+his/her status to an Active Member upon the occurrence of any one or
+more of the following: (i) by casting a vote under the terms of these
+Bylaws; or (ii) by taking part in a discussion among Members on the
+Corporation's electronic mailing list. Upon the occurrence of either
+of the events listed in the preceding sentence, the Status of the
+previously Inactive Member shall become that of an Active Member,
+without any further action required by the Member or the Board, and
+the records of the Corporation shall be updated accordingly.</p>
+
+<p>The Status of a Member shall be used only for purposes of
+determining Quorum under <a href="#III-11">Section 11 of this Article
+III</a>, and shall have no other effect on the rights,
+responsibilities, or privileges of such Members.</p>
+
+</div> <!-- subsection -->
+
+<div class="subsection" id="III-5-C" title="III-5-C">
+
+<p><strong>C. Procedure for Termination.</strong> If grounds appear to
+exist for terminating a Member under Sections <a
+href="#III-5-A-3">5.A(3)</a> or 5.A(4) of
+this Article III of these Bylaws, the following procedure shall be
+followed:</p>
+
+<div class="point" id="III-5-C-1" title="III-5-C-1">
+
+<p><strong>(1)</strong> The Board shall give the Member ten (10) days
+electronic notice of the proposed suspension or termination and the
+reasons therefore (the "Initial Notice");</p>
+
+</div> <!-- point -->
+
+<div class="point" id="III-5-C-2" title="III-5-C-2">
+
+<p><strong>(2)</strong> The Member shall be given an opportunity to be
+heard electronically on the SVN Community e-mail list at least ten
+(10) days before the effective date of the proposed action; and</p>
+
+</div> <!-- point -->
+
+<div class="point" id="III-5-C-3" title="III-5-C-3">
+
+<p><strong>(3)</strong> Ten (10) days following the Initial Notice,
+all Members entitled to vote as of the time of the Initial Notice
+shall be given an opportunity to vote by e-mail either for or against
+the proposed termination. Termination requires at least two-thirds
+(66.67%) affirmative vote of all persons who are Members at the time
+of the Initial Notice.</p>
+
+</div> <!-- point -->
+</div> <!-- subsection -->
+</div> <!-- section -->
+
+<![CDATA[---------------------------------------------------------------]]>
+
+<div class="section" id="III-6" title="III-6">
+<h3>SECTION 6: TRANSFER OF MEMBERSHIPS</h3>
+
+<p>No Member may transfer for value a membership or any right arising
+from it. All Membership Rights cease on the Member's death or
+incapacity.</p>
+
+</div> <!-- section -->
+
+<![CDATA[---------------------------------------------------------------]]>
+
+<div class="section" id="III-7" title="III-7">
+<h3>SECTION 7: ANNUAL MEETING</h3>
+
+<p>An Annual Meeting of Members shall be held on the third Saturday of
+March, at 10:30 am California time, unless the Board (as defined
+below) fixes another date or time and so notifies Members as provided
+in Section 11 of this Article III of these
+Bylaws. At the meeting, directors shall be elected and other proper
+business may be transacted, subject to the restrictions set forth in
+these Bylaws or under the California Nonprofit Mutual Benefit
+Corporation Law.</p>
+
+</div> <!-- section -->
+
+<![CDATA[---------------------------------------------------------------]]>
+
+<div class="section" id="III-8" title="III-8">
+<h3>SECTION 8: PLACE OF MEETINGS</h3>
+
+<p>Unless otherwise designated by the Board, all meetings of the
+Members of the Corporation shall be held in a real-time electronic
+forum, which, unless otherwise agreed by the Board, shall be the IRC
+channel #svn-members on &lt;irc.freenode.net&gt;.</p>
+
+</div> <!-- section -->
+
+<![CDATA[---------------------------------------------------------------]]>
+
+<div class="section" id="III-9" title="III-9">
+<h3>SECTION 9: SPECIAL MEETINGS</h3>
+
+
+<div class="subsection" id="III-9-A" title="III-9-A">
+
+<p><strong>A. Persons Authorized to Call.</strong> A special meeting
+of the Members may be called, for any lawful purpose at any time, by
+any of the following:</p>
+
+<div class="point" id="III-9-A-1" title="III-9-A-1">
+
+<p><strong>(1)</strong> The Board of Directors; or</p>
+
+</div> <!-- point -->
+
+<div class="point" id="III-9-A-2" title="III-9-A-2">
+
+<p><strong>(2)</strong> Five percent (5%) or more of the Members.</p>
+
+</div> <!-- point -->
+</div> <!-- subsection -->
+
+<div class="subsection" id="III-9-B" title="III-9-B">
+
+<p><strong>B. Meetings Called by Members.</strong> If a special
+meeting of the Members is called by any person other than the Board,
+the request shall be submitted by such persons in writing, specifying
+the general nature of the business proposed to be transacted, and
+shall be delivered personally or sent by e-mail, registered mail or by
+telegraphic or other facsimile transmission to the President or any
+Vice President or the Secretary of the corporation. The officer
+receiving the request shall cause notice to be promptly given to the
+Members entitled to vote, in accordance with the provisions of <a
+href="#III-10">Section 10 of this Article III</a>, that a meeting will
+be held, and the date for such meeting, which date shall be not less
+than ten (10) nor more than ninety (90) days following the receipt of
+the request. If the notice is not given within twenty (20) days after
+receipt of the request, the persons requesting the meeting may give
+the notice. Nothing contained in this subsection shall be construed
+as limiting, fixing or affecting the time when a meeting of the
+members may be held when the meeting is called by action of the Board
+of Directors, the Chairman of the Board (if there is one) or the
+President.</p>
+
+</div> <!-- subsection -->
+
+<div class="subsection" id="III-9-C" title="III-9-C">
+
+<p><strong>C.</strong> No business, other than the business
+that was set forth in the notice of the meeting, may be transacted as
+a special meeting.</p>
+
+</div> <!-- subsection -->
+</div> <!-- section -->
+
+<![CDATA[---------------------------------------------------------------]]>
+
+<div class="section" id="III-10" title="III-10">
+<h3>SECTION 10: NOTICE OF MEMBER MEETINGS</h3>
+
+<div class="subsection" id="III-10-A" title="III-10-A">
+
+<p><strong>A. General Notice Contents.</strong> Whenever Members are
+required or permitted to take any action at a meeting, an electronic
+notice of the meeting shall be given, under <a
+href="#III-10-C">Section 10.C of this Article III</a> of these Bylaws,
+to each Member entitled to vote at that meeting. The notice shall
+specify the place, date and hour of the meeting; and, in the event the
+meeting is to take place in a real-time electronic forum (such as the
+IRC channel #svn-members on &lt;irc.freenode.net&gt;), the notice
+shall include a statement that, absent consent of all Members pursuant
+to clause (b) of Section 20 of the California Corporations Code, the
+meeting shall be held at a physical location. For the Annual Meeting,
+the notice shall state the matters that the Board, at the time notice
+is given, intends to present for action by the Members. For a special
+meeting, the notice shall state the general nature of the business to
+be transacted and shall state that no other business may be
+transacted. The notice of any meeting at which Directors are to be
+elected shall include the names of all persons who are nominees when
+notice is given. Any proper matter may be presented at the
+meeting.</p>
+
+</div> <!-- subsection -->
+
+<div class="subsection" id="III-10-B" title="III-10-B">
+
+<p><strong>B. Notice of Certain Agenda Items.</strong> Approval by
+the Members of any of the following proposals, other than by unanimous
+approval by those entitled to vote, is valid only if the notice or
+written waiver of notice states the general nature of the proposal or
+proposals and the votes of the indicated percentages of the Members'
+votes are in favor of the proposal (such percentage representing the
+number of votes in favor of such a proposal in proportion to the
+number of total Members entitled to vote for such proposal on the date
+the notice referenced in this Section is received):</p>
+
+<div class="point" id="III-10-B-1" title="III-10-B-1">
+
+<p><strong>(1)</strong> Removing a Director without cause (51% of
+Members);</p>
+
+</div> <!-- point -->
+
+<div class="point" id="III-10-B-2" title="III-10-B-2">
+
+<p><strong>(2)</strong> Approval of the filling of vacancies on the
+Board of Directors (51% of Members);</p>
+
+</div> <!-- point -->
+
+<div class="point" id="III-10-B-3" title="III-10-B-3">
+
+<p><strong>(3)</strong> Amending the Articles of Incorporation (67% of
+Members);</p>
+
+</div> <!-- point -->
+
+<div class="point" id="III-10-B-4" title="III-10-B-4">
+
+<p><strong>(4)</strong> Approving a contract or transaction in which a
+director has a material financial interest (67% of Members);</p>
+
+</div> <!-- point -->
+
+<div class="point" id="III-10-B-5" title="III-10-B-5">
+
+<p><strong>(5)</strong> Electing to wind up and dissolve the
+Corporation (75% of Members); and</p>
+
+</div> <!-- point -->
+
+<div class="point" id="III-10-B-6" title="III-10-B-6">
+
+<p><strong>(6)</strong> Approving a plan of distribution of assets,
+other than cash, in liquidation when the Corporation has more than one
+class of memberships outstanding (75% of Members).</p>
+
+</div> <!-- point -->
+</div> <!-- subsection -->
+
+<div class="subsection" id="III-10-C" title="III-10-C">
+
+<p><strong>C. Manner of Giving Notice.</strong> Notice of any meeting
+of Members shall be given electronically by e-mail, addressed to each
+Member at the e-mail address of that Member appearing on the books of
+the Corporation or the e-mail address given by the Member to the
+Corporation for the purpose of notice. If no e-mail address appears
+on the Corporation's books and no other e-mail address has been given,
+notice shall be deemed to have been given if notice is sent to that
+Member by first-class mail or facsimile or other written communication
+to the Member's address of record.</p>
+
+<p>Notice shall be deemed to have been given at the time when
+delivered personally or deposited in the mail or sent by telegram or
+sent by e-mail or other means of written communication.</p>
+
+</div> <!-- subsection -->
+
+<div class="subsection" id="III-10-D" title="III-10-D">
+
+<p><strong>D. Affidavit of Mailing Notice.</strong> An affidavit of
+the mailing or other means of giving notice of any members' meeting
+may be executed by the Secretary, Assistant Secretary or any other
+person giving the notice, and if so executed, shall be filed and
+maintained in the Corporation's Minute Book.</p>
+
+</div> <!-- subsection -->
+</div> <!-- section -->
+
+<![CDATA[---------------------------------------------------------------]]>
+
+<div class="section" id="III-11" title="III-11">
+<h3>SECTION 11: QUORUM</h3>
+
+<div class="subsection" id="III-11-A" title="III-11-A">
+
+<p><strong>A. One-Third (33.33%) Required.</strong> One-third (33.33%)
+of the voting power (such voting power to consist of all persons
+deemed Active Members as of the date on which notice of the proposed
+vote is sent by the Corporation) shall constitute a quorum ("Quorum")
+for the transaction of business at any meeting of Members, subject to
+the percentage voting requirements of <a href="#III-10-B">Section 10.B
+of this Article III</a> above.</p>
+
+</div> <!-- subsection -->
+
+<div class="subsection" id="III-11-B" title="III-11-B">
+
+<p><strong>B. Loss of Quorum.</strong> The Members present at a duly
+called or duly held meeting at which a Quorum is present may continue
+to transact business until adjournment, notwithstanding the withdrawal
+of enough members to leave less than a Quorum, if any action taken
+(other than adjournment) is approved by at least a majority of the
+Active Members required to constitute a Quorum.</p>
+
+</div> <!-- subsection -->
+</div> <!-- section -->
+
+<![CDATA[---------------------------------------------------------------]]>
+
+<div class="section" id="III-12" title="III-12">
+<h3>SECTION 12: ADJOURNED MEETING</h3>
+
+<p>Any Members' meeting, whether or not a Quorum is present, may be
+adjourned from time to time by the vote of the majority of the Active
+Members represented at the meeting, either in person or by Proxy (as
+hereinafter defined). No meeting may be adjourned for more than
+forty-five (45) days. When a Members' meeting is adjourned to another
+time or place, notice need not be given of the adjourned meeting if
+the time and place to which the meeting is adjourned are announced at
+the meeting at which adjournment is taken. If after adjournment a new
+record date is fixed for notice or voting, a notice of the adjourned
+meeting shall be given to each Member who, on the record date for
+notice of the meeting, is entitled to vote at the meeting. At the
+adjourned meeting, the Corporation may transact any business that
+might have been transacted at the original meeting.</p>
+
+</div> <!-- section -->
+
+<![CDATA[---------------------------------------------------------------]]>
+
+<div class="section" id="III-13" title="III-13">
+<h3>SECTION 13: WAIVER OF NOTICE OR CONSENT BY ABSENT MEMBERS</h3>
+
+<div class="subsection" id="III-13-A" title="III-13-A">
+
+<p><strong>A. Written Waiver or Consent.</strong> The transactions of
+any meeting of Members, either annual or special, however called or
+noticed, and wherever held, shall be as valid as though taken at a
+meeting duly held after regular call and notice, if a Quorum be
+present either in person or by Proxy and, if either before or after
+the meeting each person entitled to vote who was not present in person
+or by Proxy signs a written waiver of notice or a consent to a holding
+of the meeting or an approval of the minutes. The waiver of notice or
+consent need not specify either the business to be transacted or the
+purpose of any annual or special meeting of members, except that if
+action is taken or proposed to be taken for approval of any of those
+matters specified in <a href="#III-10-B">Section 10.B of this Article
+III</a>, the waiver of notice or consent shall state the general
+nature of the proposal. All such waivers, consents or approvals shall
+be filed with the corporate records or made a part of the minutes of
+the meeting.</p>
+
+</div> <!-- subsection -->
+
+<div class="subsection" id="III-13-B" title="III-13-B">
+
+<p><strong>B. Waiver by Attendance.</strong> Attendance by a person
+at a meeting of the members shall also constitute a waiver of notice
+of that meeting, except when the person objects at the beginning of
+the meeting to the transaction of any business due to the inadequacy
+or illegality of the notice. Also, attendance of the members at a
+meeting of the members is not a waiver of any right to object to the
+consideration of matters not included in the notice of the meeting, if
+that objection is expressly made at the meeting.</p>
+
+</div> <!-- subsection -->
+</div> <!-- section -->
+
+<![CDATA[---------------------------------------------------------------]]>
+
+<div class="section" id="III-14" title="III-14">
+<h3>SECTION 14: MEMBER VOTING</h3>
+
+<div class="subsection" id="III-14-A" title="III-14-A">
+
+<p><strong>A. Voting Rights.</strong> Each Member shall be entitled
+to one (1) vote on each matter submitted to a vote of the
+Members. </p>
+
+</div> <!-- subsection -->
+
+<div class="subsection" id="III-14-B" title="III-14-B">
+
+<p><strong>B. Entitlement to Vote.</strong> Members entitled to vote
+at any Member meeting shall be limited to Members in good standing on
+the record date as determined under these Bylaws, and subject to the
+provisions of the California Nonprofit Mutual Benefit Corporation
+Law.</p>
+
+</div> <!-- subsection -->
+
+<div class="subsection" id="III-14-C" title="III-14-C">
+
+<p><strong>C. Manner of Casting Votes.</strong> Voting shall be cast
+by e-mail ballot, or other means that are both approved by the Board
+and otherwise compliant with the California Nonprofit Mutual Benefit
+Corporation Law.</p>
+
+</div> <!-- subsection -->
+
+<div class="subsection" id="III-14-D" title="III-14-D">
+
+<p><strong>D. Approval Voting.</strong> The following procedures
+shall govern the Members' voting for directors: </p>
+
+<p>If a Quorum is present, all elections shall use "Approval Voting,"
+and the resulting affirmative vote shall be an act of the Members
+unless the vote of a number greater than a Quorum is required by the
+California Nonprofit Mutual Benefit Corporation Law or by the Articles
+of Incorporation. </p>
+
+<p>In the Approval Voting system, each Member can vote via e-mail for
+as many or as few proposals or candidates as the voter chooses, at
+most once per option. Each Member may "approve" or "disapprove" each
+option by voting or not voting for it. The votes for each option are
+tallied, and the option with the highest number of votes wins. In the
+event of a tie, the following tie-breaking procedure(s) shall
+apply:</p>
+
+<div class="point" id="III-14-D-i" title="III-14-D-i">
+
+<p><strong>(i)</strong> In the event the vote concerns election of
+Directors pursuant to Section 3 of Article IV of
+these Bylaws, the candidate with the earliest commit date to the
+Subversion public repository (as such term is customarily understood
+by the SVN Community) shall be deemed the winner.</p>
+
+</div> <!-- point -->
+
+<div class="point" id="III-14-D-ii" title="III-14-D-ii">
+
+<p><strong>(ii)</strong> For all other voting matters not covered by
+(i) above, all ties shall ultimately be determined by the then-sitting
+President.</p>
+
+</div> <!-- point -->
+</div> <!-- subsection -->
+
+<div class="subsection" id="III-14-E" title="III-14-E">
+
+<p><strong>E. Member Action by Written Consent.</strong> Subject to
+the provisions of Section 7513 of the California Nonprofit Mutual
+Benefit Corporation Law, any action which may be taken at any annual
+or special meeting of members may be taken without a meeting if the
+Corporation distributes a written ballot to every member entitled to
+vote on the matter. If approved by the Board of Directors, that
+ballot and any related material may be sent by electronic transmission
+by the Corporation, and responses may be returned to the Corporation
+by electronic transmission. That ballot shall set forth the proposed
+action, provide an opportunity to specify approval or disapproval of
+any proposal, and provide a reasonable time within which to return the
+ballot to the Corporation.</p>
+
+<p>Approval by written ballot pursuant to this section shall be valid
+only when the number of votes cast by ballot within the time period
+specified equals or exceeds the Quorum required to be present at a
+meeting authorizing the action, and the number of approvals equals or
+exceeds the number of votes that would be required to approve at a
+meeting at which the total number of votes cast was the same as the
+number of votes cast by ballot. </p>
+
+<p>Ballots shall be solicited in a manner consistent with the
+requirements of subdivision (b) of Section 7511 and Section 7514 of
+the California Nonprofit Mutual Benefit Corporation Law. All such
+solicitations shall indicate the number of responses needed to meet
+the Quorum requirement and, with respect to ballots other than for the
+election of Directors (as hereinafter defined), shall state the
+percentage of approvals necessary to pass the measure submitted. The
+solicitation shall specify the time by which the ballot must be
+received in order to be counted. </p>
+
+</div> <!-- subsection -->
+</div> <!-- section -->
+
+<![CDATA[---------------------------------------------------------------]]>
+
+<div class="section" id="III-15" title="III-15">
+<h3>SECTION 15: PROXIES</h3>
+
+<p>Every Member entitled to vote on any matter shall have the right to
+do so either in the manner specified in <a href="#III-14-B">Section
+14.B of this Article III</a> or by an electronic transmission
+authorized by the Member or the Member's attorney-in-fact, giving
+another person or persons power to vote with respect to such Member's
+Membership Rights (such transmission to be deemed a "Proxy"). A Proxy
+shall be deemed signed if the Member's name or other authorization is
+placed on the Proxy via electronic transmission by the Member or the
+Member's attorney-in-fact. A Proxy that complies with the above
+requirements that does not state that it is irrevocable shall continue
+in full force and effect unless (1) it is revoked by the person
+executing it, before the vote pursuant to that Proxy, by an electronic
+transmission delivered to the corporation stating that the Proxy is
+revoked; or (2) the Corporation receives written notice of the death
+or incapacity of the maker of that Proxy before the vote to which the
+Proxy would otherwise apply; provided, however, that no Proxy shall be
+valid after the expiration of eleven (11) months from the date of the
+Proxy, unless otherwise provided in the Proxy. </p>
+
+</div> <!-- section -->
+
+<![CDATA[---------------------------------------------------------------]]>
+
+<div class="section" id="III-16" title="III-16">
+<h3>SECTION 16: RECORD DATE FOR MEMBER NOTICE; VOTING AND GIVING CONSENTS</h3>
+
+<div class="subsection" id="III-16-A" title="III-16-A">
+
+<p><strong>A. To be Determined by Board of Directors.</strong> For
+purposes of establishing the list of Members entitled to (i) receive
+notice of any meeting, (ii) vote at any meeting, or (iii) exercise any
+rights in any lawful action, the Board may, in advance, fix a record
+date. The record date so fixed for:</p>
+
+<div class="point" id="III-16-A-i" title="III-16-A-i">
+
+<p><strong>(i)</strong> sending notice of a meeting, shall be no more
+than ninety (90) nor less than three (3) days before the date of the
+meeting;</p>
+
+</div> <!-- point -->
+
+<div class="point" id="III-16-A-ii" title="III-16-A-ii">
+
+<p><strong>(ii)</strong> voting at a meeting, shall be no more than
+sixty (60) days before the date of the meeting; and</p>
+
+</div> <!-- point -->
+
+<div class="point" id="III-16-A-iii" title="III-16-A-iii">
+
+<p><strong>(iii)</strong> taking any other action, shall be no more
+than sixty (60) days before that action.</p>
+
+</div> <!-- point -->
+</div> <!-- subsection -->
+
+<div class="subsection" id="III-16-B" title="III-16-B">
+
+<p><strong>B. Failure of Board to Determine Date.</strong> </p>
+
+<div class="point" id="III-16-B-1" title="III-16-B-1">
+
+<p><strong>(1)</strong> Record Date for Notices or Voting. Unless
+fixed by the Board of Directors pursuant to <a
+href="#III-16-A">Section 16.A of this Article III</a> above, the
+record date for determining those Members entitled to receive notice
+of, or to vote at, a Member meeting shall be the day on which notice
+is actually sent by the Corporation, or, if notice is waived, the next
+business day preceding the day on which the meeting is held. If not
+otherwise fixed by the Board, and unless otherwise specified herein,
+the record date for determining Members entitled to vote at the
+meeting shall be the day on which the meeting is held.</p>
+
+</div> <!-- point -->
+
+<div class="point" id="III-16-B-2" title="III-16-B-2">
+
+<p><strong>(2)</strong> "Record Date" Means as of Close of Business.
+For purposes of <a href="#III-16-B">Section 16.B(1) of this Article
+III</a> of these Bylaws, a person holding a membership at the close of
+business on the "record date" shall be a Member of record.</p>
+
+</div> <!-- point -->
+</div> <!-- subsection -->
+</div> <!-- section -->
+
+<![CDATA[---------------------------------------------------------------]]>
+
+<div class="section" id="III-17" title="III-17">
+<h3>SECTION 17: LIABILITIES OF MEMBERS</h3>
+
+<div class="subsection" id="III-17-A" title="III-17-A">
+
+<p><strong>A.</strong> No person who is now, or later becomes, a
+Member of the Corporation, shall be personally liable to the
+creditors, if any, of the Corporation for any indebtedness or
+liability, and any and all creditors of the Corporation shall look
+only to the assets of the Corporation for payment.</p>
+
+</div> <!-- subsection -->
+
+<div class="subsection" id="III-17-B" title="III-17-B">
+
+<p><strong>B.</strong> No person who is now, or later becomes, a
+Member of the Corporation, shall be personally liable to any other
+Member of the Corporation for any loss, injury or damage that such
+person may incur while participating in any event sponsored by the
+Corporation, whether or not resulting from the negligent act or
+omission of another member.</p>
+
+</div> <!-- subsection -->
+</div> <!-- section -->
+</div> <!-- article -->
+
+<hr />
+<![CDATA[===============================================================]]>
+
+<div class="article" id="IV" title="IV">
+<h2 style="text-align: center;">ARTICLE IV: BOARD OF DIRECTORS</h2>
+
+<![CDATA[---------------------------------------------------------------]]>
+
+<div class="section" id="IV-1" title="IV-1">
+<h3>SECTION 1: GENERAL POWERS</h3>
+
+<p>Subject to the provisions and limitations of the California
+Nonprofit Mutual Benefit Corporation Law and any other applicable
+laws, and subject to any limitations of the Articles of Incorporation
+or Bylaws regarding actions that require approval of the Members, the
+Corporation's activities and affairs shall be managed, and all
+corporate powers shall be exercised, by or under the direction of the
+Corporation's Board of Directors (hereinafter, the "Board").</p>
+
+</div> <!-- section -->
+
+<![CDATA[---------------------------------------------------------------]]>
+
+<div class="section" id="IV-2" title="IV-2">
+<h3>SECTION 2: NUMBER OF DIRECTORS; TERM OF OFFICE</h3>
+
+<p>The Board shall consist of five (5) Members (each individually a
+"Director"), unless such number is changed by amendment to these
+Bylaws. The qualifications for Directors are that they must be
+Members in good standing at the time of appointment, and must remain
+Members in good standing throughout their term as Directors. Each
+Director shall hold office for one (1) year and until a successor
+Director has been designated and qualified.</p>
+
+</div> <!-- section -->
+
+<![CDATA[---------------------------------------------------------------]]>
+
+<div class="section" id="IV-3" title="IV-3">
+<h3>SECTION 3: ELECTION</h3>
+
+<p>All Members shall be permitted to nominate qualified candidates for
+election to the Board at least ten (10) days prior to the date of any
+election of Directors. The Secretary shall forward, in electronic
+form to each Member, with the notice of meeting required by these
+Bylaws, a list of all candidates so nominated. Each Member shall then
+be entitled to cast such Member's vote in favor of any such candidate
+so nominated.</p>
+
+<p>The candidates receiving the five highest vote tallies shall become
+Directors. In the event of a tie, the candidate who was the earliest
+to commit date to the Subversion public repository shall be deemed the
+winner.</p>
+
+</div> <!-- section -->
+
+<![CDATA[---------------------------------------------------------------]]>
+
+<div class="section" id="IV-4" title="IV-4">
+<h3>SECTION 4: VACANCIES</h3>
+
+
+<div class="subsection" id="IV-4-A" title="IV-4-A">
+
+<p><strong>A. Provisions for Vacancies.</strong> </p>
+
+<div class="point" id="IV-4-A-1" title="IV-4-A-1">
+
+<p><strong>(1)</strong> A Board vacancy shall be deemed to exist in
+the following cases:</p>
+
+</div> <!-- point -->
+
+<div class="subpoint" id="IV-4-A-1-a" title="IV-4-A-1-a">
+
+<p><strong>(a)</strong> the death, resignation or removal of any
+Director;</p>
+
+</div> <!-- subpoint -->
+
+<div class="subpoint" id="IV-4-A-1-b" title="IV-4-A-1-b">
+
+<p><strong>(b)</strong> the declaration by resolution of the Board of
+a vacancy in the office of a Director who has been declared of unsound
+mind by an order of court, or convicted of a felony;</p>
+
+</div> <!-- subpoint -->
+
+<div class="subpoint" id="IV-4-A-1-c" title="IV-4-A-1-c">
+
+<p><strong>(c)</strong> the unanimous vote of the Members (or, if the
+Corporation has more than fifty (50) Members, the vote of a majority
+of Active Members) to remove a Director;</p>
+
+</div> <!-- subpoint -->
+
+<div class="subpoint" id="IV-4-A-1-d" title="IV-4-A-1-d">
+
+<p><strong>(d)</strong> an increase in the authorized number of
+Directors; or,</p>
+
+</div> <!-- subpoint -->
+
+<div class="subpoint" id="IV-4-A-1-e" title="IV-4-A-1-e">
+
+<p><strong>(e)</strong> the failure of the Members, at any meeting of
+the Members at which any Director or Directors are to be elected, to
+elect the number of Directors to be elected at such meeting, or by
+failure to elect the full authorized number of directors, or by an
+increase in the authorized number of directors or for any other
+cause.</p>
+
+</div> <!-- subpoint -->
+
+<div class="point" id="IV-4-A-2" title="IV-4-A-2">
+
+<p><strong>(2)</strong> A Board vacancy may be filled by the vote of a
+majority of the Directors then in office, whether or not less than a
+quorum of the Directors (as provided in <a href="#IV-7-B">Section 7.B
+of this Article IV</a>), or by a sole remaining Director. The
+candidate for the vacancy receiving the highest number of votes is
+elected. However, such election is subject to the approval of the
+Members at a special meeting promptly called for such purpose.</p>
+
+</div> <!-- point -->
+
+<div class="point" id="IV-4-A-3" title="IV-4-A-3">
+
+<p><strong>(3)</strong> Each Director so elected shall hold office
+until the end of his or her term and until his or her successor is
+elected and qualified, or until he or she resigns or is removed from
+the Board, or unless and until the Director's membership is suspended
+or terminated pursuant to <a href="#III-6">Section 6 of Article
+III</a> of these Bylaws, or if the Director is not otherwise in good
+standing. A Director may succeed himself or herself in office.</p>
+
+</div> <!-- point -->
+</div> <!-- subsection -->
+</div> <!-- section -->
+
+<![CDATA[---------------------------------------------------------------]]>
+
+<div class="section" id="IV-5" title="IV-5">
+<h3>SECTION 5: RESIGNATION</h3>
+
+<p>Except as provided in this paragraph, any Director may resign,
+which resignation shall be effective upon the Director giving written
+notice to the President, the Secretary or the Board, unless the notice
+specifies a later time for the resignation to become effective. If a
+Director's resignation is effective at a later time, the Board may
+elect a successor to take office when the resignation becomes
+effective.</p>
+
+<p>Except on notice to the California Attorney General, no Director
+may resign if the Corporation would be left without a duly elected
+Director or Directors.</p>
+
+</div> <!-- section -->
+
+<![CDATA[---------------------------------------------------------------]]>
+
+<div class="section" id="IV-6" title="IV-6">
+<h3>SECTION 6: REMOVAL</h3>
+
+<p>Any Member may propose the removal of a Director, with or without
+cause. Upon proper notice and voting procedures as set forth in these
+Bylaws, any Director may be removed, with or without cause, by the
+affirmative vote of fifty-one percent (51%) majority of the Active
+Members entitled to vote (in the event the Corporation has fewer than
+fifty (50) Members) or by the affirmative vote of two-thirds of all
+Active Members represented and voting at a duly held meeting at which
+a Quorum is present (in the event the Corporation has more than fifty
+(50) Members), provided that notice of that meeting and of the removal
+questions are given as provided in <a href="#III-10-B">Section 10.B of
+Article III</a> above. Any vacancy caused by the removal of a
+Director shall be filled as provided in <a href="#IV-4">Section 4 of
+this Article IV</a>.</p>
+
+</div> <!-- section -->
+
+<![CDATA[---------------------------------------------------------------]]>
+
+<div class="section" id="IV-7" title="IV-7">
+<h3>SECTION 7: MEETINGS</h3>
+
+<p>The following provisions shall govern the meetings of the
+Board:</p>
+
+<div class="subsection" id="IV-7-A" title="IV-7-A">
+
+<p><strong>A. Place of Meetings.</strong> Meetings of the Board shall
+be held in a real-time electronic forum, which, unless otherwise
+agreed by the Board, shall be the IRC channel #svn-members on
+&lt;irc.freenode.net&gt;.</p>
+
+<p>While only Directors may vote at a meeting of the Board, any Member
+may observe and participate in the meeting, except as provided for in
+Section 3.A of Article V.</p>
+
+<p>The number of Directors who must be present at a Board meeting to
+constitute a quorum for the purposes of transacting Corporation
+business shall be a majority of the then-sitting Directors.</p>
+
+</div> <!-- subsection -->
+
+<div class="subsection" id="IV-7-B" title="IV-7-B">
+
+<p><strong>B. Annual and Other Meetings.</strong> An Annual Meeting of
+the Board shall be held on the third Saturday in March, at 12 pm
+California time, unless the Board fixes another date or time and so
+notifies all Directors and Members as provided in <a
+href="#III-10">Section 10 of Article III</a> of these Bylaws.</p>
+
+<p>Other general meetings of the Board, occurring at regular times and
+places, may be held without notice at such time and place as the Board
+may fix from time to time.</p>
+
+</div> <!-- subsection -->
+
+<div class="subsection" id="IV-7-C" title="IV-7-C">
+
+<p><strong>C. Special Meetings.</strong> </p>
+
+<div class="point" id="IV-7-C-i" title="IV-7-C-i">
+
+<p><strong>(i)</strong> Authority to Call Special Meetings. Special
+meetings of the Board for any purpose may be called at any time by any
+Director.</p>
+
+</div> <!-- point -->
+
+<div class="point" id="IV-7-C-ii" title="IV-7-C-ii">
+
+<p><strong>(ii)</strong> Notice of Special Meetings. Notice of the
+time and place of special meetings shall be given to each Director by
+(a) personal delivery of written notice; (b) telephone, including a
+voice messaging system or other system or technology designed to
+record and communicate messages, either directly to the Director or to
+a person at the Director's office who would reasonably be expected to
+communicate that notice promptly to the Director; (c) facsimile; (d)
+e-mail; or (e) other electronic means. All such notices shall be
+given or sent to the Director's e-mail address, physical address or
+telephone number as shown on the Corporation's records.</p>
+
+
+<p>All notices shall be sent or delivered, as applicable, at least
+forty-eight (48) hours prior to the time set for the meeting.</p>
+
+<p>The notice shall state the time of the meeting and the place, if
+the place is other than the Corporation's principal office. The
+notice need not specify the purpose of the meeting.</p>
+
+</div> <!-- point -->
+
+<div class="point" id="IV-7-C-iii" title="IV-7-C-iii">
+
+<p><strong>(iii)</strong> Waiver of Notice. Notice of a meeting need
+not be given to any Director who, either before or after the meeting,
+signs a waiver of notice, a written consent to the holding of the
+meeting, or an approval of the Minutes of the meeting. All such
+waivers, consents and approvals shall be filed with the corporate
+records or made a part of the minutes of the meeting. Notice of a
+meeting shall also be deemed given to any director who attends the
+meeting without protesting before or at its commencement about the
+lack of adequate notice.</p>
+
+</div> <!-- point -->
+
+<div class="point" id="IV-7-C-iv" title="IV-7-C-iv">
+
+<p><strong>(iv)</strong> Adjournment. A majority of the Directors
+present, whether or not a quorum is present, may adjourn any meeting
+to another time and place.</p>
+
+</div> <!-- point -->
+
+<div class="point" id="IV-7-C-v" title="IV-7-C-v">
+
+<p><strong>(v)</strong> Notice of Adjourned Meeting. Notice of the
+time and place of holding an adjourned meeting need not be given
+unless the original meeting is adjourned for more than twenty-four
+(24) hours. If the original meeting is adjourned for more than
+twenty-four (24) hours, notice of any adjournment to another time and
+place shall be given, before the time of the adjourned meeting, to the
+Directors who were not present at the time of the adjournment.</p>
+
+</div> <!-- point -->
+
+<div class="point" id="IV-7-C-vi" title="IV-7-C-vi">
+
+<p><strong>(vi)</strong> Distribution of Minutes. Within twenty-four
+(24) hours after the conclusion of a meeting under this Section, the
+Secretary shall post or cause to be posted to the Corporation's
+electronic mailing list the minutes of such meeting.</p>
+
+</div> <!-- point -->
+</div> <!-- subsection -->
+</div> <!-- section -->
+
+<![CDATA[---------------------------------------------------------------]]>
+
+<div class="section" id="IV-8" title="IV-8">
+<h3>SECTION 8: DIRECTOR VOTING</h3>
+
+<div class="subsection" id="IV-8-A" title="IV-8-A">
+
+<p><strong>A. Voting Rights.</strong> Each Director shall be entitled
+to one (1) vote on each matter submitted to a vote of the Board. </p>
+
+</div> <!-- subsection -->
+
+<div class="subsection" id="IV-8-B" title="IV-8-B">
+
+<p><strong>B. Entitlement to Vote.</strong> Subject to the provisions
+of the California Nonprofit Mutual Benefit Corporation Law, Directors
+are entitled to vote on all matters consistent with the Board's
+purposes under these Bylaws.</p>
+
+</div> <!-- subsection -->
+
+<div class="subsection" id="IV-8-C" title="IV-8-C">
+
+<p><strong>C. Manner of Casting Votes.</strong> Voting shall be done
+in realtime in the electronic forum used for the applicable Board
+meeting.</p>
+
+</div> <!-- subsection -->
+
+<div class="subsection" id="IV-8-D" title="IV-8-D">
+
+<p><strong>D. Written Consent.</strong> An action required or
+permitted to be taken by the Board may be taken without a meeting, if
+all Directors shall individually or collectively consent in writing to
+that action. The written consent or consents shall be filed with the
+minutes of the proceedings of the Board. </p>
+
+</div> <!-- subsection -->
+</div> <!-- section -->
+</div> <!-- article -->
+
+<hr />
+<![CDATA[===============================================================]]>
+
+<div class="article" id="V" title="V">
+<h2 style="text-align: center;">ARTICLE V: OFFICERS OF THE CORPORATION</h2>
+
+<![CDATA[---------------------------------------------------------------]]>
+
+<div class="section" id="V-1" title="V-1">
+<h3>SECTION 1: OFFICERS</h3>
+
+<div class="subsection" id="V-1-A" title="V-1-A">
+
+<p><strong>A. Offices Held.</strong> The officers of this Corporation
+(each, an "Officer") shall be a President, a Secretary and a
+Treasurer. No two offices may be held by the same person. Except as
+provided in Section 1.B of this Article V, no
+Director shall be required to serve as an Officer.</p>
+
+</div> <!-- subsection -->
+
+<div class="subsection" id="V-1-B" title="V-1-B">
+
+<p><strong>B. Appointment and Election of Officers.</strong> The
+Officers of this Corporation shall be chosen by the Board at the
+Annual Meeting, and shall serve at the pleasure of the Board. Each
+Officer shall hold office for one (1) year, after which such Officer
+may, at the discretion of the Board, be re-appointed at the Annual
+Meeting.</p>
+
+<p>Any time the Corporation is without a President, the Directors
+shall convene a special meeting of the Board, and the first order of
+business at such special meeting shall be to elect a President from
+among the Directors. In the event of a tie among candidates for
+President, the candidate with the earliest commit date to the
+Subversion public repository shall be elected President.</p>
+
+</div> <!-- subsection -->
+
+<div class="subsection" id="V-1-C" title="V-1-C">
+
+<p><strong>C. Removal of Officers.</strong> Any Officer of the
+Corporation may be removed by the Board, either with or without cause,
+upon the vote of at least fifty-one percent (51%) of the
+Directors.</p>
+
+</div> <!-- subsection -->
+
+<div class="subsection" id="V-1-D" title="V-1-D">
+
+<p><strong>D. Vacancies Among Officers.</strong> A vacancy or
+vacancies among the officers shall occur in the event of:</p>
+
+<div class="point" id="V-1-D-a" title="V-1-D-a">
+
+<p><strong>(a)</strong> the death, removal or resignation of any
+Officer;</p>
+
+</div> <!-- point -->
+
+<div class="point" id="V-1-D-b" title="V-1-D-b">
+
+<p><strong>(b)</strong> a court order declaring that an Officer is of
+unsound mind;</p>
+
+</div> <!-- point -->
+
+<div class="point" id="V-1-D-c" title="V-1-D-c">
+
+<p><strong>(c)</strong> the vote of the Board to remove any
+Officer(s);</p>
+
+</div> <!-- point -->
+
+<div class="point" id="V-1-D-d" title="V-1-D-d">
+
+<p><strong>(d)</strong> an increase in the authorized number of
+Officers; or</p>
+
+</div> <!-- point -->
+
+<div class="point" id="V-1-D-e" title="V-1-D-e">
+
+<p><strong>(e)</strong> a failure of the Directors, at any meeting of
+Directors at which any Officer or Officers are to be elected, to elect
+the Officers required to be elected at that meeting.</p>
+
+</div> <!-- point -->
+</div> <!-- subsection -->
+
+<div class="subsection" id="V-1-E" title="V-1-E">
+
+<p><strong>E. Resignation of Officers.</strong> Except as provided
+below, any Officer of the Corporation may resign at any time by giving
+written electronic notice to the Board. Any such resignation shall
+take effect on the date such notice is received or at any later time
+specified therein. Unless otherwise specified therein, the acceptance
+of such resignation shall not be necessary to make it effective. Any
+resignation shall be without prejudice to any rights of the
+Corporation under any contract to which the officer is a party. If an
+Officer's resignation is effective at a later time, the Board may
+elect a successor to take office as of the date when the resignation
+becomes effective.</p>
+
+<p>Except on notice to the California Attorney General, no Officer may
+resign if the Corporation would be left without a duly elected Officer
+or Officers.</p>
+
+</div> <!-- subsection -->
+
+<div class="subsection" id="V-1-F" title="V-1-F">
+
+<p><strong>F. Compensation and Reimbursement.</strong> Officers may
+serve without pay or may receive such compensation, if any, for their
+services as officers, and such reimbursement of expenses, as the
+Members may establish (by regular decision-making procedures as set
+forth in these Bylaws and in the Guidelines) to be just and reasonable
+to the Corporation.</p>
+
+</div> <!-- subsection -->
+</div> <!-- section -->
+
+<![CDATA[---------------------------------------------------------------]]>
+
+<div class="section" id="V-2" title="V-2">
+<h3>SECTION 2: VACANCIES</h3>
+
+<p>A vacancy in any office because of death, resignation, removal,
+disqualification or any other cause may be filled by the Board
+pursuant to the appointment provisions set forth in <a
+href="#V-1-B">Section 1.B of this Article V</a> of these Bylaws, and
+each officer appointed to fill a vacancy shall serve for the unexpired
+term of such Officer's predecessor and until such officer's successor
+is appointed and qualified, or until such Officer resigns or is
+removed or ceases to be eligible to serve.</p>
+
+</div> <!-- section -->
+
+<![CDATA[---------------------------------------------------------------]]>
+
+<div class="section" id="V-3" title="V-3">
+<h3>SECTION 3: RESPONSIBILITIES OF OFFICERS</h3>
+
+<div class="subsection" id="V-3-A" title="V-3-A">
+
+<p><strong>A. President.</strong> Subject to the control of the
+Board, the President shall have general supervision, direction and
+control of the affairs of the Corporation. The President shall
+preside at all meetings of the Members and at all meetings of the
+Board. The President shall have such other powers and duties as may
+be prescribed by the Board, and shall be empowered to enter into
+agreements on behalf of the Corporation as have been approved by the
+Corporation.</p>
+
+<p>In the event the Board cannot agree on the contents of a ballot,
+Board discussion procedures or voting procedures, the President shall
+have authority to resolve all such disputes. During a Board meeting,
+the President shall have the authority to prevent a non-Director
+Member from actively participating in the meeting in the event the
+President, in his or her reasonable discretion, determines that such
+non-Director Member is interfering with the conduct of the meeting.
+Notwithstanding the aforementioned silencing authority, the President
+may not prohibit any Member from silently observing any Board
+meeting.</p>
+
+</div> <!-- subsection -->
+
+<div class="subsection" id="V-3-B" title="V-3-B">
+
+<p><strong>B. Secretary.</strong> The Secretary shall keep or cause
+to be kept, at the Corporation's principal office or such other place
+as the Board may direct, a book of minutes of all meetings,
+proceedings, and actions of the Board and of Members' meetings. The
+minutes of meetings shall include the time and place that the meeting
+was held; whether the meeting was annual, general, or special, and, if
+special, how authorized; the notice given; the names of persons
+present at Board meetings; and the number of Members present or
+represented at Members' meetings.</p>
+
+<p>The Secretary shall keep or cause to be kept, at the principal
+California office, a copy of the Articles of Incorporation and Bylaws,
+as amended to date, and shall make same available to all Members in
+electronic form.</p>
+
+<p>The Secretary shall keep or cause to be kept, in electronic form
+available to all Members, a record of the Corporation's Members,
+showing each Member's name, address (if available) and e-mail
+address.</p>
+
+<p>The Secretary shall give, or cause to be given, notice of all
+meetings of Members and of the Board that these Bylaws require to be
+given. The Secretary shall have such other powers and perform such
+other duties as the Board or the Bylaws may require.</p>
+
+<p>The Secretary shall make copies of these records available in
+electronic form to any Member who requests them, except that the
+Secretary may withhold from a Member transcripts of the discussion
+that resulted in the admission of that Member. The Secretary shall
+use his judgment in determining when to withhold such transcripts,
+consulting the participants in that discussion if necessary.</p>
+
+</div> <!-- subsection -->
+
+<div class="subsection" id="V-3-C" title="V-3-C">
+
+<p><strong>C. Treasurer.</strong> The Treasurer shall keep and
+maintain, or cause to be kept and maintained, adequate and correct
+books and accounts of the Corporation's properties and transactions.
+The Treasurer shall send or cause to be given to the Members and
+Directors such financial statements and reports as are required to be
+given by law, by these Bylaws, or by the Board. The books of account
+shall be open to inspection by any Director at all reasonable
+times.</p>
+
+<p>The Treasurer shall (i) deposit, or cause to be deposited, all
+money and other valuables in the name and to the credit of the
+Corporation with such depositories as the Board may designate; (ii)
+disburse the Corporation's funds as the Board may order; (iii) render
+to the President and/or the Board, when requested, an account of all
+transactions as Treasurer and of the financial condition of the
+Corporation; and (iv) have such other powers and perform such other
+duties as the Board or the Bylaws may require.</p>
+
+</div> <!-- subsection -->
+</div> <!-- section -->
+</div> <!-- article -->
+
+<hr />
+<![CDATA[===============================================================]]>
+
+<div class="article" id="VI" title="VI">
+<h2 style="text-align: center;">ARTICLE VI: RESPONSIBILITIES OF MANAGEMENT</h2>
+
+<![CDATA[---------------------------------------------------------------]]>
+
+<div class="section" id="VI-1" title="VI-1">
+<h3>SECTION 1: GENERAL STANDARD OF CONDUCT FOR DIRECTORS</h3>
+
+<p>Except as otherwise provided by law:</p>
+
+<div class="subsection" id="VI-1-A" title="VI-1-A">
+
+<p><strong>A.</strong> A Director shall perform the duties of a
+Director, including duties as a member of any committee of the Board
+upon which the director may serve, in good faith, in a manner such
+Director believes to be in the best interests of the Corporation and
+with such care, including reasonable inquiry, as an ordinarily prudent
+person in a like position would use under similar circumstances.</p>
+
+</div> <!-- subsection -->
+
+<div class="subsection" id="VI-1-B" title="VI-1-B">
+
+<p><strong>B.</strong> In performing the duties of a Director, a
+Director shall be entitled to rely on information, opinions, reports
+or statements, including financial statements and other financial
+data, in each case prepared or presented by:</p>
+
+<div class="point" id="VI-1-B-1" title="VI-1-B-1">
+
+<p><strong>(1)</strong> One (1) or more officers of the Corporation
+whom the Director believes to be reliable and competent in the matters
+presented;</p>
+
+</div> <!-- point -->
+
+<div class="point" id="VI-1-B-2" title="VI-1-B-2">
+
+<p><strong>(2)</strong> Counsel, independent accountants or other
+persons as to matters which the Director believes to be within such
+person's professional or expert competence; or,</p>
+
+</div> <!-- point -->
+
+<div class="point" id="VI-1-B-3" title="VI-1-B-3">
+
+<p><strong>(3)</strong> A committee of the Board upon which the
+Director does not serve, as to matters within its designated
+authority, which committee the Director believes to merit confidence,
+so long as, in any such case, the Director acts in good faith, after
+reasonable inquiry when the need therefor is indicated by the
+circumstances and without knowledge that would cause such reliance to
+be unwarranted.</p>
+
+</div> <!-- point -->
+</div> <!-- subsection -->
+</div> <!-- section -->
+
+<![CDATA[---------------------------------------------------------------]]>
+
+<div class="section" id="VI-2" title="VI-2">
+<h3>SECTION 2: SELF-DEALING TRANSACTIONS</h3>
+
+<p>No Director of this Corporation nor any other corporation, firm,
+association, or other entity in which one or more of this
+Corporation's Directors are Directors or have a material financial
+interest, shall be interested, directly or indirectly, in any contract
+or other transaction with this Corporation, unless (a) the material
+facts as to the transaction and such Director's interest are fully
+disclosed or known to the Members and such contract or transaction is
+approved by the Members in good faith, with any membership owned by
+any interested Director not being entitled to vote thereon; or (b) the
+material facts regarding such Director's financial interest in such
+contract or transaction or regarding such common directorship,
+officership, or financial interest are fully disclosed in good faith
+and are noted in the Minutes or are known to all Board Members before
+consideration by the Board of such contract or transaction, and such
+contract or transaction is authorized in good faith by a majority of
+the Board by a vote sufficient for that purpose without counting the
+vote of the interested Director.</p>
+
+</div> <!-- section -->
+
+<![CDATA[---------------------------------------------------------------]]>
+
+<div class="section" id="VI-3" title="VI-3">
+<h3>SECTION 3: LOANS TO OFFICERS</h3>
+
+<p>This Corporation shall not lend any money or property to, or
+guarantee the obligation of, any Director or officer of the
+Corporation or of its parent, affiliate, or subsidiary unless (a) the
+Board decides that the loan or guaranty may reasonably be expected to
+benefit the Corporation, and (b) before consummating the transaction
+or any part of it, the loan or guaranty is approved by either the
+Members, without counting the vote of the Director or officer, if a
+Member, or the vote of a majority of the Directors then in office,
+without counting the vote of the Director who is to receive the loan
+or guaranty.</p>
+
+</div> <!-- section -->
+</div> <!-- article -->
+
+<hr />
+<![CDATA[===============================================================]]>
+
+<div class="article" id="VII" title="VII">
+<h2 style="text-align: center;">ARTICLE VII: MISCELLANEOUS</h2>
+
+<![CDATA[---------------------------------------------------------------]]>
+
+<div class="section" id="VII-1" title="VII-1">
+<h3>SECTION 1: ANNUAL STATEMENT OF GENERAL INFORMATION</h3>
+
+<p>The Corporation shall file, within ninety (90) days after the
+filing of its original articles and biennially thereafter during the
+applicable filing period, on a form prescribed by the Secretary of
+State of the State of California, a statement setting forth (a) the
+names and complete business or residence addresses of the
+Corporation's chief executive officer, secretary and treasurer; and
+(b) the street address of the Corporation's principal office in the
+State of California.</p>
+
+</div> <!-- section -->
+
+<![CDATA[---------------------------------------------------------------]]>
+
+<div class="section" id="VII-2" title="VII-2">
+<h3>SECTION 2: FISCAL YEAR</h3>
+
+<p>The fiscal year of the corporation shall be determined by a
+resolution of the Board.</p>
+
+</div> <!-- section -->
+
+<![CDATA[---------------------------------------------------------------]]>
+
+<div class="section" id="VII-3" title="VII-3">
+<h3>SECTION 3: CORPORATE SEAL</h3>
+
+<p>The Board may adopt, use and at will alter a corporate seal.</p>
+
+</div> <!-- section -->
+
+<![CDATA[---------------------------------------------------------------]]>
+
+<div class="section" id="VII-4" title="VII-4">
+<h3>SECTION 4: REQUIRED REPORTS &ndash; ANNUAL REPORT</h3>
+
+<p>The Board shall cause an Annual Report to be prepared within one
+hundred twenty (120) days after the end of the Corporation's fiscal
+year. That report shall contain the following information in
+appropriate detail:</p>
+
+<div class="point" id="VII-4-i" title="VII-4-i">
+
+<p><strong>(i)</strong> A balance sheet as of the end of the fiscal
+year, an income statement, and statement of changes in financial
+position for the fiscal year, accompanied by an independent
+accountant's report or, if none, by the certificate of an authorized
+officer of the Corporation that they were prepared without audit from
+the Corporation's books and records;</p>
+
+</div> <!-- point -->
+
+<div class="point" id="VII-4-ii" title="VII-4-ii">
+
+<p><strong>(ii)</strong> A statement of the place where the names and
+addresses of current Members are located; and</p>
+
+</div> <!-- point -->
+
+<div class="point" id="VII-4-iii" title="VII-4-iii">
+
+<p><strong>(iii)</strong> Any information required by any other
+section of these Bylaws or by the California Nonprofit Mutual Benefit
+Corporation Law.</p>
+
+<p>This Corporation shall annually notify each Member of the Member's
+right to receive a copy of the financial report under this Section.
+Except as provided in the next paragraph of this Bylaw, on written
+request by a Member, the Board shall promptly cause the most recent
+Annual Report to be sent to the requesting Member.</p>
+
+<p>This Section shall not apply if the Corporation receives less than
+$10,000 in gross revenues or receipts during the fiscal year.</p>
+
+</div> <!-- point -->
+</div> <!-- section -->
+</div> <!-- article -->
+
+<hr />
+<![CDATA[===============================================================]]>
+
+<div class="certificate" id="certificate" title="certificate">
+<h2 style="text-align: center;">CERTIFICATE</h2>
+
+<p>I, the undersigned, do hereby certify that:</p>
+
+<div class="subsection" id="certificate-A" title="certificate-A">
+
+<p><strong>A.</strong> I am the Secretary of Subversion Corporation, a
+California Nonprofit Mutual Benefit Corporation (the "Corporation");
+and,</p>
+
+</div> <!-- subsection -->
+
+<div class="subsection" id="certificate-B" title="certificate-B">
+
+<p><strong>B.</strong> The foregoing Bylaws constitute the Bylaws of
+the Corporation as duly adopted on the date hereinafter set forth.</p>
+
+</div> <!-- subsection -->
+
+<p>IN WITNESS WHEREOF, I have hereunto subscribed my name and affixed
+the seal of said corporation this ___ day of March, 2006.</p>
+
+<!-- What's a better way to achieve vertical space for the signature? -->
+<p>&nbsp;</p>
+<p>&nbsp;</p>
+<p>&nbsp;</p>
+<p>&nbsp;</p>
+<p>&nbsp;</p>
+<p>Secretary</p>
+
+<p>
+ <h1 style="text-align: center;">BYLAWS</h1>
+ <h1 style="text-align: center;">OF</h1>
+<h1 style="text-align: center;">SUBVERSION CORPORATION</h1>
+<h2 style="text-align: center;"
+ >a California Nonprofit Mutual Benefit Corporation</h2>
+
+</div> <!-- certificate -->
+
+</body>
+</html>

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Received on Sat Apr 1 00:14:38 2006

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