Archive:Bylaws/Proposed

Article I: Name
This organization shall be known as the Free Culture Foundation (hereafter "the Foundation").

The registered agent and registered office shall be determined by a resolution of the Board of Directors.

The primary domain name of the Foundation shall be http://freeculture.org.

Article II: Purposes and Goals
The foundation is organized and shall at all times be operated exclusively for charitable and educational purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code of 1986 and the regulations thereunder, as now in force or hereafter amended ("Section 501(c)(3)") including, but not limited to, producing and disseminating informational materials relevant to free software and free cultural works, and implementing and maintaining the infrastructure to do so. The foundation may carry on any other charitable or educational activity (within the meaning of Section 501(c)(3) that is consistent with other provisions of these Articles and that may be lawfully carried on by a corporation organized under Section 501(c)(3).

Our motto is:

Article III: Members
The Foundation will have no members.

Section 1. Powers
The Board of Directors shall have general management and control over all of the property, affairs and funds of the Foundation and shall exercise all of the powers of the Foundation, except as otherwise provided by law, the Articles of Organization or these By-Laws. The Directors may determine their own duties in addition to those prescribed by the By-laws but shall not receive compensation for their services as Directors. The Board of Directors may determine the compensation and duties of all officers, agents, and employees of the Foundation.

The Corporation may amend or restate its Articles of Organization if approved by a two-thirds affirmative vote of the Board of Directors then in office at a meeting duly called for the purpose and with notice given for such meeting.

Section 2. Composition
The Board of Directors shall consist of no less than five Directors. The Directors shall not be divided into classes. At each Annual Meeting, the Directors shall fix the number of Directors and shall elect for a term of three years the successors to the Directors.

Section 3. Resignation
A Director may resign by delivering his resignation in writing to the Corporation at its principal office or to the President or the Clerk of the Corporation. Such resignation shall be effective upon its receipt or upon such date (if any) as is stated in such resignation, unless otherwise determined by the Board.

Section 4. Removal
A Director may be removed from office at any time with cause by vote of a majority of the Directors at a special meeting called for that purpose. A Director may be removed for cause only if notice of such action shall have been given to all of the Directors prior to the meeting at which such action is to be taken and if the Director so to be removed shall have been given reasonable notice and opportunity to be heard before the body proposing to remove them.

Section 5. Vacancies
Any vacancy in the Board of Directors, including a vacancy resulting from the enlargement of Board, may be filled by vote of a majority of the remaining Directors present at a meeting of Directors at which a quorum is present or by appointment of all of the Directors if less than a quorum shall remain in office. Each such Director elected to fill a vacancy for the unexpired term of the Director whom he replaced shall hold office until a successor is elected and qualified, or until his earlier death, resignation or removal. The Directors shall have and may exercise all of their powers notwithstanding the existence of one or more vacancies in their number.

Section 6. Enlargement or Decrease in Number of the Board
The number of members of the Board of Directors may be increased or decreased at any Annual Meeting or Special Meeting by a vote of a majority of Directors then in office; provided that the number of Directors may only be decreased to eliminate vacancies resulting from the death, resignation, removal or disqualification of one or more Directors.

Article VI: Indemnification
No Personal Liability. The chapters, directors, and officers of the Organization shall not be personally liable for any debt, liability, or obligation of the Organization. All persons, corporations, or other entities extending credit to, contracting with, or having any claim against, the Organization may look only to the funds and property of the Organization for the payment of any such contract or claim, or for the payment of any debt, damages, judgment, or decree, or of any money that may otherwise become due or payable to them from the Organization.

Article VII: Amendments
Elections for amendments shall be held biannually; one shall be held at the same time as board elections, while the other shall be held six months later. The Coordinator shall schedule the announce a call for proposed amendments 60 days before an amendment election. Proposed amendments must be sponsored by at least two chapters and shall be due 30 days before the election. Amendment elections do not need to be held if no amendments are proposed before the 30-day deadline.

Amendments must be approved by the chapters by a three-fourths vote.

One-Time Legal Amendments. Following the initial ratification of these bylaws, we will submit our bylaws for review by a legal adviser. Upon the receipt of recommended changes from this person, the Organization may hold a one-time election on the addition of such provisions. This election shall be scheduled by majority vote of the board of directors, as the board deems necessary, and occur independently of the regular schedule for amendment elections. The board of directors shall submit amendments for consideration in this election by majority vote of the board. Chapters shall receive no less than 30 days to review the proposed amendment(s) and vote on ratification. All other amendment procedures shall apply.

Article VIII: Ratification
Chapters shall have no less than seven days to vote on ratification of the bylaws.

Each chapter shall submit a vote to approve or to disapprove the ratification of the bylaws, as per the procedures of that chapter, by the chapter's president.

The votes shall be recorded by an independent, trusted third party, which shall not reveal the votes until the voting period closes. Upon the closing of the voting period, the vote of each chapter shall be publicly disclosed.

These bylaws shall be considered as ratified upon approval by three-fourths of the chapters registered and voting.

Article IX: Dissolution
The dissolution of the Organization must be authorized either by the Board by a four-fifths vote or by the chapters via an amendment declaring the Organization dissolved.

Upon the dissolution or winding-up of this Organization, its assets remaining after payment, or provision for payment, of all debts and liabilities of the Organization shall be distributed to a nonprofit fund, foundation, or corporation which is organized and operated exclusively for charitable purposes and which has established its tax exempt status under Section 501(c)(3) of the Internal Revenue Code of 1954, or corresponding provisions of subsequent federal tax laws.

Monetary and other divisible assets shall be divided equally and given in perpetuity to the Free Software Foundation. Of the Organization's indivisible assets, copyrighted software, and other works shall go to the Free Software Foundation. The Board of Directors may vote, by a four-fifths majority, to disburse the Organization's assets in a manner differing from the method set out in these bylaws.