BY-LAWS & ORGANIZATION RULES OF CLEARFOUNDATION [OPEN DRAFT]
This New Zealand Limited company is constituted by [DRAFT] resolution dated Sept. 15th 2009.
ARTICLE I - OFFICES
The principal office will be based in New Zealand. The Company may also have offices at such other places within or without this state as the board may from time to time determine or the business of the Company may require.
ARTICLE II - PURPOSES
The purposes for which this Company has been organized are as follows:
(a) Ensure that every small business and distributed IT environment on the globe can have proper security, filtration, and management tools;
(b) To defend Open Source software as publicly available and freely distributed: namely, ClearOS and its open source components;
(c) To promote the development, enhancement, and application of Open Source software within ClearOS;
(d) to ensure that people of any language and ability can use ClearOS for their own purpose.
ARTICLE III - DIRECTORS
The Company will be managed by the Board of Directors, which will appoint Officers to the Company, including a President, a Secretary and a Treasurer, such positions to each be held by separate people. Each Director and Officer will be at least nineteen years of age.
2. ELECTION AND TERM OF DIRECTORS.
Directors will be elected according to the procedure described in Article IV. Each Director's term will last for the term specified in her or his election or, if no such term is specified, for two years. Each Director will serve for the duration of her or his term, or until her or his resignation or removal. Notwithstanding any other provision of these by-laws, if the end of a Director's term would result in there being fewer than three Directors serving the Company, then that Director will hold office until her or his successor has been elected, appointed or qualified.
3. REMOVAL AND NUMBER OF DIRECTORS.
The Board will have as many Directors as the Community Oversight Committee elects, such number not to be less than three. Any or all of the Directors may be removed with or without cause by a vote of the Directors or according to Article IV.
4. RESIGNATION OF DIRECTORS.
A Director may resign at any time by giving written notice to the Board, the President or the Secretary of the Company. Unless otherwise specified in the notice, the resignation will take effect upon receipt thereof by the Board or such Officer, and the acceptance of the resignation will not be necessary to make it effective.
5. CONDUCT OF MEETINGS.
Unless otherwise provided for in the Certificate of Company, a majority of the entire Board will constitute a quorum for the transaction of business or of any specified item of business.
Unless otherwise required by New Zealand law, the vote of a majority of the Directors present at the time of the vote, if a quorum is present at such time, will be the act of the Board. Each Director present will have one vote.
The Board may hold its meetings at the office of the Company or at such other places, either within or without the state, as it may from time to time determine. Directors may also meet or attend meetings via telephone or internet relay chat.
A majority of the Directors present, whether or not a quorum is present, may adjourn any Company Meeting to another time and place. Notice of the adjournment will 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 will preside.
6. REGULAR ANNUAL MEETING.
A regular annual Meeting of the Board will be held each calendar year.
7. NOTICE OF MEETINGS OF THE BOARD.
Regular meetings of the Board may be held without notice at such time and place as it will from time to time determine. Special meetings of the Board will 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 email, mail, wire or fax; special meetings will be called by the President or by the Secretary in a like manner on written request of two Directors. Notice of a Company Meeting need not be given to any Director who submits a waiver of notice whether before or after the Company Meeting or who attends the Company Meeting without protesting, prior thereto or at its commencement, the lack of notice to her or him.
8. MOTIONS VIA EMAIL.
The Board may transact business without Company Meeting through motions made and passed via email. These actions may be proposed as motions by any Director via email to the Directors' email list. This email must include the date and time of the deadline for voting on the motion and must be sent at least seven days before the deadline. Directors may vote at any time before the deadline via email to the Directors' email list, and this email must contain the email in which the motion was proposed. Motions will pass if a majority of Directors cast votes and a majority of votes cast are in favor of the motion. Motions will pass or fail as soon as enough votes have been cast to determine the outcome. A Director may not vote on a motion concerning his or her own election to or removal from any position within the Company, nor may he or she vote on any proposal in which she or he has any direct, personal financial interest.
9. EXECUTIVE AND OTHER COMMITTEES.
The Board may designate from among its members, the Company's Officers, the Community Oversight Committee, and the public, and Standards Committee and other Company Committees, each consisting of three or more people. Each such committee will serve at the pleasure of the Board.
Every Director or Board committee member may authorize another person or persons to act for her or him in Board business by proxy.
Every proxy must be in writing, signed by the member or her or his attorney-in-fact. Proxies sent via email will require no signature. No proxy will be valid after the expiration of eleven months from the date thereof unless otherwise provided in the proxy. Every proxy will be revocable at the pleasure of the member executing it, except as otherwise provided by New Zealand law.
All Directors and Committee members will serve without salary, except that reasonable and actual expenses may be reimbursed as long as they have been approved by the Community Oversight Committee prior to incurring such expenses. nothing in this provision will prevent Officers from being compensated for work done on behalf of the Company in a capacity other than as a Director.
ARTICLE IV - Community Oversight Committee
The Board will be overseen by a standing committee called the Community Oversight Committee.
The responsibilities and powers of the Community Oversight Committee are to appoint and remove Members of the Board of Directors of ClearFoundation, Corp.; and to approve amendments to this Article of the By-Laws.
The Community Oversight Committee may exercise its enumerated powers or to elect or remove Community Oversight Committee members. These actions may be proposed as motions by any Community Oversight Committee member via email to the Community Oversight Committee Email list with "ClearFoundation Motion" in the Subject line of the said Email. Email must be received by each Community Oversight Committee member. This Email must include the date and time of the deadline for voting on the motion and must be sent at least seven days before the deadline. Community Oversight Committee members may vote at any time before the deadline via email to the Community Oversight Committee email list, and this email must contain the Email in which the motion was proposed. Motions will pass if at least two-thirds of Community Oversight Committee members cast votes and at least two-thirds of votes cast are in favor of the motion. Motions will pass or fail as soon as enough votes have been cast to determine the outcome. Community Oversight Committee members may be elected to the Board of Directors. A Oversight Committee member may not vote on a motion concerning his or her own election to or removal from the Community Oversight Committee.
Notwithstanding any other provision of these by-laws, the President, Secretary and Treasurer each will hold office until her or his successor has been elected, appointed or qualified.
The initial members of the Community Oversight Committee are the following people currently deeply involved in the ClearOS project: Peter Baldwin, Benjamin Chambers, David Loper, John Terpstra, Greg Jackson, Jose Bernal & Michael Proper.
ARTICLE V - OFFICERS
1. OFFICERS, ELECTION, TERM.
The Board may elect or appoint Officers, including a President, one or more Vice-Presidents, a Secretary and a Treasurer, and such other Officers as it may determine, who will have such duties, powers and functions as the Board determines will help to further the purposes of the Company as set forth in Article II. All Officers will be elected or appointed to hold office until the annual Company Meeting of the Board. Each Officer will 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.
Notwithstanding any other provision of these by-laws, any Officer who holds the position of President, Secretary or Treasurer will hold office until her or his successor has been appointed, elected, appointed or qualified.
2. CERTAIN OFFICERS TO BE DRAWN FROM THE BOARD.
The President, Secretary and Treasurer shall each be chosen from among the members of the Board. Other Officers need not be members of the Board.
3. REMOVAL OR RESIGNATION.
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, Secretary and Treasurer.
All Officers will serve without salary, except that reasonable and actual expenses may be reimbursed and nothing in this provision will prevent Officers from being compensated for work done on behalf of the Company in a capacity other than as an Officer.
ARTICLE VI - CONSTRUCTION
If there be any conflict between the provisions of the Certificate of Company and these By-Laws, the provisions of the Certificate of Incorporation will govern.
ARTICLE VII - AMENDMENTS
The By-Laws may be adopted, amended or repealed by the Board at any time, except that Article IV may only be amended as described in Article IV.
ARTICLE VIII - PUBLIC OVERSIGHT
To the extent the Company creates any of the following documents, it will, within a reasonable period of time, publish such documents for public review: annual reports on the state of the organization and plans for the coming year, minutes from all board meetings, summary financial reports pertaining to periods of 3 months or more, tax filings, reports of audit results. Nothing in this provision will be construed to require the Company to create any of the mentioned documents.