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