bylaws_2002.mdtext   bylaws.mdtext 
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**<a id="3.2" name="3.2">Section 3.2.</a>Annual Meeting.** A meeting of the **<a id="3.2" name="3.2">Section 3.2.</a>Annual Meeting.** A meeting of the
members shall be held annually at such time as the Board of Directors may members shall be held annually at such time as the Board of Directors may
determine (which shall be, in the case of the first annual meeting, not determine (which shall be, in the case of the first annual meeting, not
more than thirteen (13) months after the organization of the corporation more than thirteen (13) months after the organization of the corporation
and, in the case of all other meetings, not more than thirteen (13) months and, in the case of all other meetings, not more than thirteen (13) months
after the date of the last annual meeting), at which annual meeting the after the date of the last annual meeting), at which annual meeting the
members shall elect a Board of Directors and transact other proper members shall elect a Board of Directors and transact other proper
business. business.
**<a id="3.3" name="3.3">Section 3.3.</a>Special Meetings.** Special **<a id="3.3" name="3.3">Section 3.3.</a>Special Meetings.** Special
meetings of the members shall be held when directed by the Chairman, meetings of the members shall be held when directed by the Board Chair,
President or the Board of Directors, or when requested in writing by not President or the Board of Directors, or when requested in writing by not
less than ten percent (10%) of all members entitled to vote at the meeting. less than ten percent (10%) of all members entitled to vote at the meeting.
The call for the meeting shall be issued by the Secretary, unless the The call for the meeting shall be issued by the Secretary, unless the
Chairman, President, Board of Directors or members requesting the meeting Board Chair, President, Board of Directors or members requesting the meeting
shall designate another person to do so. shall designate another person to do so.
**<a id="3.4" name="3.4">Section 3.4.</a>Notice.** Written notice stating **<a id="3.4" name="3.4">Section 3.4.</a>Notice.** Written notice stating
the place, date and hour of the meeting and, in the case of a special the place, date and hour of the meeting and, in the case of a special
meeting, the purpose or purposes for which the meeting is called, shall be meeting, the purpose or purposes for which the meeting is called, shall be
delivered not less than ten (10) nor more than sixty (60) days before the delivered not less than ten (10) nor more than sixty (60) days before the
date of the meeting, either personally or by first class mail, by or at the date of the meeting, either personally or by first class mail, by or at the
direction of the Chairman, President, the Secretary, or the officer or direction of the Board Chair, President, the Secretary, or the officer or
persons calling the meeting, to each member of record entitled to vote at persons calling the meeting, to each member of record entitled to vote at
such meeting. If mailed, such notice shall be deemed to be delivered when such meeting. If mailed, such notice shall be deemed to be delivered when
deposited in the United States mail addressed to the member at his or her deposited in the United States mail addressed to the member at their
address as it appears in the membership records of the corporation, with address as it appears in the membership records of the corporation, with
postage thereon prepaid. postage thereon prepaid.
Notwithstanding the above paragraph, the corporation shall not be required Notwithstanding the above paragraph, the corporation shall not be required
to give notice of a members' meeting to any member to whom notice of two to give notice of a members' meeting to any member to whom notice of two
consecutive annual meetings, and all notices of meetings or of the taking consecutive annual meetings, and all notices of meetings or of the taking
of action by written consent without a meeting to such member during the of action by written consent without a meeting to such member during the
period between such two consecutive annual meetings, have been mailed under period between such two consecutive annual meetings, have been mailed under
the procedures outlined above and have been returned undeliverable. Any the procedures outlined above and have been returned undeliverable. Any
action or meeting which shall be taken or held without notice to such action or meeting which shall be taken or held without notice to such
member shall have the same force and effect as if such notice had been duly member shall have the same force and effect as if such notice had been duly
given. If any such member delivers to the corporation a written notice given. If any such member delivers to the corporation a written notice
setting forth his or her then current address, the requirement that notice setting forth their then current address, the requirement that notice
be given to such member shall be reinstated. be given to such member shall be reinstated.
**<a id="3.5" name="3.5">Section 3.5.</a>Notice of Adjourned Meetings.** **<a id="3.5" name="3.5">Section 3.5.</a>Notice of Adjourned Meetings.**
When a meeting is adjourned to another time or place, the corporation shall When a meeting is adjourned to another time or place, the corporation shall
not be required to give any notice of the adjourned meeting if the time and not be required to give any notice of the adjourned meeting if the time and
place to which the meeting is adjourned are announced at the meeting at place to which the meeting is adjourned are announced at the meeting at
which the adjournment is taken. At the adjourned meeting, any business may which the adjournment is taken. At the adjourned meeting, any business may
be transacted that might have been transacted at the original meeting. If, be transacted that might have been transacted at the original meeting. If,
however, the adjournment is for more than thirty (30) days, or if after the however, the adjournment is for more than thirty (30) days, or if after the
adjournment the Board of Directors fixes a new record date for the adjournment the Board of Directors fixes a new record date for the
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for a quorum above the number of members present in person or represented for a quorum above the number of members present in person or represented
by proxy entitled to vote at the meeting, shall not affect the validity of by proxy entitled to vote at the meeting, shall not affect the validity of
any action taken at the meeting or any adjournment thereof. any action taken at the meeting or any adjournment thereof.
**<a id="3.10" name="3.10">Section 3.10.</a>Voting.** Each member (except **<a id="3.10" name="3.10">Section 3.10.</a>Voting.** Each member (except
emeritus members) shall be entitled to one vote on each matter submitted to emeritus members) shall be entitled to one vote on each matter submitted to
a vote at a meeting of the members, except as may otherwise be provided in a vote at a meeting of the members, except as may otherwise be provided in
the General Corporation Law of the State of Delaware. the General Corporation Law of the State of Delaware.
A member may vote either in person or by proxy executed in writing by the A member may vote either in person or by proxy executed in writing by the
member or his or her duly authorized attorney-in-fact. member or their duly authorized attorney-in-fact.
**<a id="3.11" name="3.11">Section 3.11.</a>Proxies.** Every member **<a id="3.11" name="3.11">Section 3.11.</a>Proxies.** Every member
entitled to vote at a meeting of members or to express consent or dissent entitled to vote at a meeting of members or to express consent or dissent
to corporate action in writing without a meeting, or a member's duly to corporate action in writing without a meeting, or a member's duly
authorized attorney-in-fact, may authorize another person or persons to act authorized attorney-in-fact, may authorize another person or persons to act
for him/her by proxy. on that member's behalf by proxy.
Every proxy must be signed by the member or his or her attorney-in-fact. No Every proxy must be signed by the member or their attorney-in-fact. No
proxy shall be valid after three (3) years from its date, unless otherwise proxy shall be valid after three (3) years from its date, unless otherwise
provided in the proxy. All proxies shall be revocable. provided in the proxy. All proxies shall be revocable.
**<a id="3.12" name="3.12">Section 3.12.</a>Action by Members Without a **<a id="3.12" name="3.12">Section 3.12.</a>Action by Members Without a
Meeting.** Any action required to be taken or which may be taken at any Meeting.** Any action required to be taken or which may be taken at any
annual or special meeting of members of the corporation, may be taken annual or special meeting of members of the corporation, may be taken
without a meeting, without prior notice and without a vote, if a written without a meeting, without prior notice and without a vote, if a written
consent setting forth the action so taken shall be signed by members having consent setting forth the action so taken shall be signed by members having
not less than the minimum number of votes that would be necessary to not less than the minimum number of votes that would be necessary to
authorize or take such action at a meeting at which all members entitled to authorize or take such action at a meeting at which all members entitled to
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application, such emeritus member membership shall be reinstated as a full application, such emeritus member membership shall be reinstated as a full
member of the corporation, and shall be entitled to exercise all rights as member of the corporation, and shall be entitled to exercise all rights as
a member of the corporation, including all related voting rights. a member of the corporation, including all related voting rights.
**<a id="4.6" name="4.6">Section 4.6.</a>Voluntary Withdrawal from **<a id="4.6" name="4.6">Section 4.6.</a>Voluntary Withdrawal from
Membership.** Members (including emeritus members) may withdraw from Membership.** Members (including emeritus members) may withdraw from
membership in the corporation at any time upon ten (10) days' written, membership in the corporation at any time upon ten (10) days' written,
signed notice delivered to an officer of the corporation. signed notice delivered to an officer of the corporation.
**<a id="4.7" name="4.7">Section 4.7.</a>Termination from Membership.** No **<a id="4.7" name="4.7">Section 4.7.</a>Termination from Membership.** No
member may have his, her or its membership terminated except by an member may have their membership terminated except by an
affirmative vote of a two-thirds majority of the members of the affirmative vote of a two-thirds majority of the members of the
corporation. corporation.
**<a id="4.8" name="4.8">Section 4.8.</a>Effect of Withdrawal or **<a id="4.8" name="4.8">Section 4.8.</a>Effect of Withdrawal or
Termination of Membership.** Upon any withdrawal or termination of the Termination of Membership.** Upon any withdrawal or termination of the
membership of any member, the membership, including all related voting membership of any member, the membership, including all related voting
rights, of such member shall be terminated. After a withdrawal or rights, of such member shall be terminated. After a withdrawal or
termination of the membership of any member, or a conversion of the termination of the membership of any member, or a conversion of the
membership of any member to emeritus status, such member may reapply for membership of any member to emeritus status, such member may reapply for
membership in accordance with Section 4.1 of these Bylaws. membership in accordance with Section 4.1 of these Bylaws.
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otherwise provided in the Certificate of Incorporation. otherwise provided in the Certificate of Incorporation.
**<a id="5.4" name="5.4">Section 5.4.</a>Number.** The corporation shall **<a id="5.4" name="5.4">Section 5.4.</a>Number.** The corporation shall
initially have nine (9) directors. Thereafter, the number of directors initially have nine (9) directors. Thereafter, the number of directors
shall be fixed by the members at each annual meeting of members. shall be fixed by the members at each annual meeting of members.
**<a id="5.5" name="5.5">Section 5.5.</a>Election and Term.** Each person **<a id="5.5" name="5.5">Section 5.5.</a>Election and Term.** Each person
named in the Certificate of Incorporation or elected by the incorporator(s) named in the Certificate of Incorporation or elected by the incorporator(s)
at the organization meeting, as the case may be, as a member of the initial at the organization meeting, as the case may be, as a member of the initial
Board of Directors shall hold office until the first annual meeting of Board of Directors shall hold office until the first annual meeting of
members and until his or her successor shall have been elected and members and until their successor shall have been elected and
qualified or until his or her earlier resignation, removal or death. qualified or until their earlier resignation, removal or death.
At the first annual meeting of members and at each annual meeting At the first annual meeting of members and at each annual meeting
thereafter, the members shall elect directors to hold office until the next thereafter, the members shall elect directors to hold office until the next
succeeding annual meeting. Each director shall hold office for the term for succeeding annual meeting. Each director shall hold office for the term for
which he or she is elected and until his or her successor shall have been which they are elected and until their successor shall have been
elected and qualified or until his or her earlier resignation, removal or elected and qualified or until their earlier resignation, removal or
death. death.
**<a id="5.6" name="5.6">Section 5.6.</a>Resignation and Removal of **<a id="5.6" name="5.6">Section 5.6.</a>Resignation and Removal of
Directors.** A director may resign at any time upon written request to the Directors.** A director may resign at any time upon written request to the
corporation. Furthermore, any director or the entire Board of Directors may corporation. Furthermore, any director or the entire Board of Directors may
be removed, with or without cause, by a vote of the majority of the members be removed, with or without cause, by a vote of the majority of the members
entitled to vote for the election of directors or as otherwise provided in entitled to vote for the election of directors or as otherwise provided in
the General Corporation Law of the State of Delaware. the General Corporation Law of the State of Delaware.
**<a id="5.7" name="5.7">Section 5.7.</a>Vacancies.** Any vacancy occurring **<a id="5.7" name="5.7">Section 5.7.</a>Vacancies.** Any vacancy occurring
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and special meetings of the Board of Directors may be held within or and special meetings of the Board of Directors may be held within or
outside the State of Delaware and within or outside the United States. outside the State of Delaware and within or outside the United States.
**<a id="5.11" name="5.11">Section 5.11.</a>Time, Notice and Call of **<a id="5.11" name="5.11">Section 5.11.</a>Time, Notice and Call of
Meetings.** Regular meetings of the Board of Directors shall be held Meetings.** Regular meetings of the Board of Directors shall be held
immediately following the annual meeting of members each year and at such immediately following the annual meeting of members each year and at such
times thereafter as the Board of Directors may fix. No notice of regular times thereafter as the Board of Directors may fix. No notice of regular
directors' meetings shall be required. directors' meetings shall be required.
Special meetings of the Board of Directors shall be held at such times as Special meetings of the Board of Directors shall be held at such times as
called by the Chairman of the Board, the President of the corporation, or called by the Board Chair, the President of the corporation, or
any two (2) directors. Written notice of the time and place of special any two (2) directors. Written notice of the time and place of special
meetings of the Board of Directors shall be given to each director by meetings of the Board of Directors shall be given to each director by
either personal delivery, telegram, cablegram, or telefax at least two (2) either personal delivery, telegram, cablegram, or telefax at least two (2)
days before the meeting, or by notice mailed to each director at least five days before the meeting, or by notice mailed to each director at least five
(5) days before the meeting. (5) days before the meeting.
Notice of a meeting of the Board of Directors need not be given to any Notice of a meeting of the Board of Directors need not be given to any
director who signs a waiver of notice, either before or after the meeting. director who signs a waiver of notice, either before or after the meeting.
Attendance of a director at a meeting shall constitute a waiver of notice Attendance of a director at a meeting shall constitute a waiver of notice
of such meeting and waiver of any and all objections to the place of the of such meeting and waiver of any and all objections to the place of the
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**<a id="5.13" name="5.13">Section 5.13.</a>Director Conflicts of **<a id="5.13" name="5.13">Section 5.13.</a>Director Conflicts of
Interest.** No contract or other transaction between the corporation and Interest.** No contract or other transaction between the corporation and
one or more of its directors or between the corporation and any other one or more of its directors or between the corporation and any other
corporation, partnership, association or other organization in which one or corporation, partnership, association or other organization in which one or
more of the directors of the corporation are directors or officers or are more of the directors of the corporation are directors or officers or are
financially interested, shall be void or voidable solely because of such financially interested, shall be void or voidable solely because of such
relationship or interest or solely because such director or directors are relationship or interest or solely because such director or directors are
present at or participate in the meeting of the Board of Directors or a present at or participate in the meeting of the Board of Directors or a
committee thereof which authorizes, approves or ratifies such contract or committee thereof which authorizes, approves or ratifies such contract or
transaction or solely because his or her or their votes are counted for transaction or solely because their votes are counted for
such purpose, if: such purpose, if:
A. The material facts as to the director's relationship or interest and as A. The material facts as to the director's relationship or interest and as
to the contract or transaction are disclosed or are known to the Board of to the contract or transaction are disclosed or are known to the Board of
Directors or committee, and the Board of Directors or committee in good Directors or committee, and the Board of Directors or committee in good
faith authorizes, approves or ratifies the contract or transaction by the faith authorizes, approves or ratifies the contract or transaction by the
affirmative votes of a majority of the disinterested directors, even though affirmative votes of a majority of the disinterested directors, even though
the disinterested directors be less than a quorum; or the disinterested directors be less than a quorum; or
B. The material facts as to their relationship or interest and as to the B. The material facts as to their relationship or interest and as to the
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Common or interested directors may be counted in determining the presence Common or interested directors may be counted in determining the presence
of a quorum at a meeting of the Board of Directors or a committee thereof of a quorum at a meeting of the Board of Directors or a committee thereof
which authorizes, approves or ratifies such contract or transaction. which authorizes, approves or ratifies such contract or transaction.
<h2><a id="A6" name="A6">ARTICLE VI</a></h2> <h2><a id="A6" name="A6">ARTICLE VI</a></h2>
### Officers ### ### Officers ###
**<a id="6.1" name="6.1">Section 6.1.</a>Officers.** The officers of the **<a id="6.1" name="6.1">Section 6.1.</a>Officers.** The officers of the
corporation shall consist of a President, a Secretary and a Treasurer, each corporation shall consist of a President, a Secretary and a Treasurer, each
of whom shall be elected by the Board of Directors. A Chairman of the of whom shall be elected by the Board of Directors. A Board Chair,
Board, one or more Vice Chairmen, one or more Vice Presidents, and such one or more Vice Chairs, one or more Vice Presidents, and such
other officers and assistant officers and agents as may be deemed necessary other officers and assistant officers and agents as may be deemed necessary
may be elected or appointed by the Board of Directors from time to time. may be elected or appointed by the Board of Directors from time to time.
Any two (2) or more offices may be held by the same person, except the Any two (2) or more offices may be held by the same person, except the
offices of President and Secretary. offices of President and Secretary.
**<a id="6.2" name="6.2">Section 6.2.</a>Duties.** The officers of the **<a id="6.2" name="6.2">Section 6.2.</a>Duties.** The officers of the
corporation shall have the following duties: corporation shall have the following duties:
A. **Chairman of the Board.** The Chairman of the Board, if one is elected, A. **Board Chair.** The Board Chair, if one is elected,
shall preside at all meetings of the Board of Directors and members and shall preside at all meetings of the Board of Directors and members and
shall have such other duties and authority as may be conferred by the Board shall have such other duties and authority as may be conferred by the Board
of Directors. of Directors.
B. **Vice Chairman.** The Vice Chairman, if one is elected, shall, in the B. **Vice Chair.** The Vice Chair, if one is elected, shall, in the
absence or disability of the Chairman of the Board, perform the duties and absence or disability of the Board Chair, perform the duties and
exercise the powers of the Chairman of the Board. The Vice Chairman shall exercise the powers of the Board Chair. The Vice Chair shall
also perform whatever duties and have whatever powers the Board of also perform whatever duties and have whatever powers the Board of
Directors may from time to time assign him/her. If more than one Vice Directors may from time to time assign them. If more than one
Chairman is elected and the Chairman is absent or becomes disabled, the Vice Chair is elected and the Board Chair is absent or becomes disabled, the
Board of Directors shall choose one Vice Chairman to perform the duties and Board of Directors shall choose one Vice Chair to perform the duties and
exercise the powers of the Chairman. exercise the powers of the Board Chair.
C. **President.** The President shall be the chief executive officer of the C. **President.** The President shall be the chief executive officer of the
corporation and shall have general and active management of the business corporation and shall have general and active management of the business
and affairs of the corporation (other than the management of projects and affairs of the corporation (other than the management of projects
managed by a Project Management Committee), subject to the direction of the managed by a Project Management Committee), subject to the direction of the
Board of Directors. If a Chairman of the Board is not elected, the Board of Directors. If a Board Chair is not elected, the
President shall preside at all meetings of the Board of Directors and President shall preside at all meetings of the Board of Directors and
members. members.
D. **Vice President.** The Vice President, if one is elected, shall, in the D. **Vice President.** The Vice President, if one is elected, shall, in the
absence or disability of the President, perform the duties and exercise the absence or disability of the President, perform the duties and exercise the
powers of the President. He or she also shall perform whatever duties and powers of the President. The Vice President shall also perform whatever duties
have whatever powers the Board of Directors may from time to time assign and have whatever powers the Board of Directors may from time to time assign
him or her. If more than one Vice President is elected, one thereof shall them. If more than one Vice President is elected, one thereof shall
be designated as Executive Vice President and shall, in the absence or be designated as Executive Vice President and shall, in the absence or
disability of the President, perform the duties and exercise the powers of disability of the President, perform the duties and exercise the powers of
the President and each other Vice President shall only perform whatever the President and each other Vice President shall only perform whatever
duties and have whatever powers the Board of Directors may from time to duties and have whatever powers the Board of Directors may from time to
time assign him or her. time assign them.
E. **Secretary and Assistant Secretary.** The Secretary shall keep accurate E. **Secretary and Assistant Secretary.** The Secretary shall keep accurate
records of the acts and proceedings of all meetings of the members and records of the acts and proceedings of all meetings of the members and
directors. The Secretary shall give all notices required by law and by directors. The Secretary shall give all notices required by law and by
these Bylaws. In addition, the Secretary shall have general charge of the these Bylaws. In addition, the Secretary shall have general charge of the
corporate books and records and of the corporate seal, and he or she shall corporate books and records and of the corporate seal, and shall
affix, or attest the affixing of, the corporate seal to any lawfully affix, or attest the affixing of, the corporate seal to any lawfully
executed instrument requiring it. The Secretary shall have general charge executed instrument requiring it. The Secretary shall have general charge
of the membership records of the corporation and shall keep, at the of the membership records of the corporation and shall keep, at the
registered or principal office of the corporation, a record of the members registered or principal office of the corporation, a record of the members
showing the name, address, telephone number, facsimile number and showing the name, address, telephone number, facsimile number and
electronic mail address of each member. The Secretary shall sign such electronic mail address of each member. The Secretary shall sign such
instruments as may require his or her signature and, in general, shall instruments as may require their signature and, in general, shall
perform all duties as may be assigned to him or her from time to time by perform all duties as may be assigned to them from time to time by
the Chairman, the President or the Board of Directors. The Assistant the Board Chair, the President or the Board of Directors. The Assistant
Secretary, if one is appointed, shall render assistance to the Secretary in Secretary, if one is appointed, shall render assistance to the Secretary in
all the responsibilities described above. all the responsibilities described above.
F. **Treasurer and Assistant Treasurer.** The Treasurer shall have custody F. **Treasurer and Assistant Treasurer.** The Treasurer shall have custody
of all corporate funds and financial records, shall keep full and accurate of all corporate funds and financial records, shall keep full and accurate
accounts of receipts and disbursements and render accounts thereof at the accounts of receipts and disbursements and render accounts thereof at the
annual meetings of members, and shall perform such other duties as may be annual meetings of members, and shall perform such other duties as may be
prescribed by the Chairman, the President or the Board of Directors. The prescribed by the Board Chair, the President or the Board of Directors. The
Assistant Treasurer, if one is appointed, shall render assistance to the Assistant Treasurer, if one is appointed, shall render assistance to the
Treasurer in all of the responsibilities described above. Treasurer in all of the responsibilities described above.
**<a id="6.3" name="6.3">Section 6.3.</a>Project Management Committees.** **<a id="6.3" name="6.3">Section 6.3.</a>Project Management Committees.**
In addition to the officers of the corporation, the Board of Directors may, In addition to the officers of the corporation, the Board of Directors may,
by resolution, establish one or more Project Management Committees by resolution, establish one or more Project Management Committees
consisting of at least one officer of the corporation, who shall be consisting of at least one officer of the corporation, who shall be
designated chairman of such committee, and may include one or more other designated chair of such committee, and may include one or more other
members of the corporation. Unless elected or appointed as an officer in members of the corporation. Unless elected or appointed as an officer in
accordance with Sections 6.1 and 6.4 of these Bylaws, a member of a Project accordance with Sections 6.1 and 6.4 of these Bylaws, a member of a Project
Management Committee shall not be deemed an officer of the corporation. Management Committee shall not be deemed an officer of the corporation.
Each Project Management Committee shall be responsible for the active Each Project Management Committee shall be responsible for the active
management of one or more projects identified by resolution of the Board of management of one or more projects identified by resolution of the Board of
Directors which may include, without limitation, the creation or Directors which may include, without limitation, the creation or
maintenance of "open-source" software for distribution to the public at no maintenance of "open-source" software for distribution to the public at no
charge. Subject to the direction of the Board of Directors, the chairman of charge. Subject to the direction of the Board of Directors, the chair of
each Project Management Committee shall be primarily responsible for each Project Management Committee shall be primarily responsible for
project(s) managed by such committee, and he or she shall establish rules project(s) managed by such committee, and shall establish rules
and procedures for the day to day management of project(s) for which the and procedures for the day to day management of project(s) for which the
committee is responsible. committee is responsible.
The Board of Directors of the corporation may, by resolution, terminate a The Board of Directors of the corporation may, by resolution, terminate a
Project Management Committee at any time. Project Management Committee at any time.
**<a id="6.4" name="6.4">Section 6.4.</a>Election and Term.** The officers **<a id="6.4" name="6.4">Section 6.4.</a>Election and Term.** The officers
of the corporation and the members of each existing Project Management of the corporation and the members of each existing Project Management
Committee shall be appointed by the Board of Directors or appointed by an Committee shall be appointed by the Board of Directors or appointed by an
officer empowered by the Board to make such appointment. Such appointment officer empowered by the Board to make such appointment. Such appointment
by the Board of Directors may be made at any regular or special meeting of by the Board of Directors may be made at any regular or special meeting of
the Board. Each officer shall hold office and each member of a Project the Board. Each officer shall hold office and each member of a Project
Management Committee shall serve on such committee for a period of one year Management Committee shall serve on such committee for a period of one year
or until his or her successor is elected and qualified or until his or her or until their successor is elected and qualified or until their
earlier resignation or removal. earlier resignation or removal.
**<a id="6.5" name="6.5">Section 6.5.</a>Removal of Officers.** Any officer **<a id="6.5" name="6.5">Section 6.5.</a>Removal of Officers.** Any officer
or agent and any member of a Project Management Committee elected or or agent and any member of a Project Management Committee elected or
appointed by the Board of Directors may be removed by the Board whenever, appointed by the Board of Directors may be removed by the Board whenever,
in its judgment, the best interests of the corporation will be served in its judgment, the best interests of the corporation will be served
thereby. thereby.
**<a id="6.6" name="6.6">Section 6.6.</a>Vacancies.** Any vacancy, however **<a id="6.6" name="6.6">Section 6.6.</a>Vacancies.** Any vacancy, however
occurring, in any office or any Project Management Committee may be filled occurring, in any office or any Project Management Committee may be filled
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the corporation shall not be personally liable to the corporation or its the corporation shall not be personally liable to the corporation or its
members for monetary damages for breach of fiduciary duty as a director. members for monetary damages for breach of fiduciary duty as a director.
<h2><a id="A12" name="A12">ARTICLE XII</a></h2> <h2><a id="A12" name="A12">ARTICLE XII</a></h2>
### Indemnification of Officers and Directors ### ### Indemnification of Officers and Directors ###
**<a id="12.1" name="12.1">Section 12.1.</a>Right to Indemnification.** **<a id="12.1" name="12.1">Section 12.1.</a>Right to Indemnification.**
Each person who was or is a party or is threatened to be made a party to Each person who was or is a party or is threatened to be made a party to
any threatened, pending or completed action, suit, or proceeding, whether any threatened, pending or completed action, suit, or proceeding, whether
civil, criminal, administrative, or investigative (other than an action by civil, criminal, administrative, or investigative (other than an action by
or in the right of the corporation), by reason of the fact that he or she or in the right of the corporation), by reason of the fact that they are
is or was a director, officer or member of the corporation, or is or was or were a director, officer or member of the corporation, or are or were
serving at the request of the corporation as a director, officer, employee, serving at the request of the corporation as a director, officer, employee,
or agent of another corporation, partnership, joint venture, trust, or or agent of another corporation, partnership, joint venture, trust, or
other enterprise, shall be entitled to indemnification against expenses other enterprise, shall be entitled to indemnification against expenses
(including attorneys' fees), judgments, fines, and amounts paid in (including attorneys' fees), judgments, fines, and amounts paid in
settlement to the fullest extent now or hereafter permitted by applicable settlement to the fullest extent now or hereafter permitted by applicable
law as long as such person acted in good faith and in a manner that such law as long as such person acted in good faith and in a manner that such
person reasonably believed to be in or not be opposed to the best interests person reasonably believed to be in or not be opposed to the best interests
of the corporation; provided, however, that the corporation shall indemnify of the corporation; provided, however, that the corporation shall indemnify
any such person seeking indemnity in connection with an action, suit or any such person seeking indemnity in connection with an action, suit or
proceeding (or part thereof) initiated by such person only if such action, proceeding (or part thereof) initiated by such person only if such action,
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**<a id="12.2" name="12.2">Section 12.2.</a>Advance Payment of Expenses.** **<a id="12.2" name="12.2">Section 12.2.</a>Advance Payment of Expenses.**
Expenses (including reasonable attorneys' fees) incurred by any person who Expenses (including reasonable attorneys' fees) incurred by any person who
is or was an officer, director or member of the corporation, or who is or is or was an officer, director or member of the corporation, or who is or
was serving at the request of the corporation as an officer or director of was serving at the request of the corporation as an officer or director of
another corporation, partnership, joint venture, trust or other enterprise, another corporation, partnership, joint venture, trust or other enterprise,
in defending any civil, criminal, administrative or investigative action, in defending any civil, criminal, administrative or investigative action,
suit or proceeding, shall be paid by the corporation in advance of the suit or proceeding, shall be paid by the corporation in advance of the
final disposition of such action, suit or proceeding upon receipt of an final disposition of such action, suit or proceeding upon receipt of an
undertaking by or on behalf of such person to repay such amount if it is undertaking by or on behalf of such person to repay such amount if it is
ultimately determined that he or she is not entitled under applicable law ultimately determined that they are not entitled under applicable law
to be indemnified by the corporation. to be indemnified by the corporation.
**<a id="12.3" name="12.3">Section 12.3.</a>Right of Claimant to Bring **<a id="12.3" name="12.3">Section 12.3.</a>Right of Claimant to Bring
Suit.** If a claim under this Article is not paid in full by the Suit.** If a claim under this Article is not paid in full by the
corporation within ninety (90) days after a written claim has been received corporation within ninety (90) days after a written claim has been received
by the corporation, the claimant may at any time thereafter bring suit by the corporation, the claimant may at any time thereafter bring suit
against the corporation to recover the unpaid amount of the claim and, if against the corporation to recover the unpaid amount of the claim and, if
successful in whole or in part, the claimant shall be entitled to be paid successful in whole or in part, the claimant shall be entitled to be paid
also the expense of prosecuting such claim. It shall be a defense to any also the expense of prosecuting such claim. It shall be a defense to any
such action (other than an action brought to enforce a claim for expenses such action (other than an action brought to enforce a claim for expenses
incurred in defending any action or proceeding in advance of its final incurred in defending any action or proceeding in advance of its final
disposition where the required undertaking has been tendered to the disposition where the required undertaking has been tendered to the
corporation unless such action is based on the claimant having committed an corporation unless such action is based on the claimant having committed an
act involving moral turpitude) that the claimant has not met the standards act involving moral turpitude) that the claimant has not met the standards
of conduct which make indemnification permissible under the General of conduct which make indemnification permissible under the General
Corporation Law of the State of Delaware, but the burden of proving such Corporation Law of the State of Delaware, but the burden of proving such
defense shall be on the corporation. Neither the failure of the corporation defense shall be on the corporation. Neither the failure of the corporation
(including its Board of Directors, independent legal counsel, or its (including its Board of Directors, independent legal counsel, or its
members) to have made a determination prior to the commencement of such members) to have made a determination prior to the commencement of such
action that indemnification of the claimant is proper in the circumstances action that indemnification of the claimant is proper in the circumstances
because he or she has met the applicable standard of conduct set forth in because they have met the applicable standard of conduct set forth in
the General Corporation Law of the State of Delaware, nor an actual the General Corporation Law of the State of Delaware, nor an actual
determination by the corporation (including its Board of Directors, determination by the corporation (including its Board of Directors,
independent legal counsel, or its members) that the claimant has not met independent legal counsel, or its members) that the claimant has not met
such applicable standard of conduct, shall be a defense to the action or such applicable standard of conduct, shall be a defense to the action or
create a presumption that the claimant has not met the applicable standard create a presumption that the claimant has not met the applicable standard
of conduct. of conduct.
**<a id="12.4" name="12.4">Section 12.4.</a>Contract Rights.** The **<a id="12.4" name="12.4">Section 12.4.</a>Contract Rights.** The
provisions of this Article shall be a contract between the corporation and provisions of this Article shall be a contract between the corporation and
each director, officer or member to which this Article applies. No repeal each director, officer or member to which this Article applies. No repeal
or modification of these Bylaws shall invalidate or detract from any right or modification of these Bylaws shall invalidate or detract from any right
or obligation with respect to any state of facts existing prior to the time or obligation with respect to any state of facts existing prior to the time
of such repeal or modification. of such repeal or modification.
**<a id="12.5" name="12.5">Section 12.5.</a>Rights Non-exclusive.** The **<a id="12.5" name="12.5">Section 12.5.</a>Rights Non-exclusive.** The
indemnification and advancement of expenses provided by or granted pursuant indemnification and advancement of expenses provided by or granted pursuant
to this Article shall not be deemed exclusive of any other rights to which to this Article shall not be deemed exclusive of any other rights to which
those seeking indemnification or advancement of expenses may be entitled those seeking indemnification or advancement of expenses may be entitled
under any bylaw, agreement, vote of members or disinterested directors or under any bylaw, agreement, vote of members or disinterested directors or
otherwise, both as to action in his or her official capacity and as to otherwise, both as to action in their official capacity and as to
action in another capacity while holding such office. action in another capacity while holding such office.
**<a id="12.6" name="12.6">Section 12.6.</a>Insurance.** The corporation **<a id="12.6" name="12.6">Section 12.6.</a>Insurance.** The corporation
may purchase and maintain insurance on behalf of any person who is or was a may purchase and maintain insurance on behalf of any person who is or was a
director, officer, member, employee or agent of the corporation, or is or director, officer, member, employee or agent of the corporation, or is or
was serving at the request of the corporation as a director, officer, was serving at the request of the corporation as a director, officer,
employee or agent of another corporation, partnership, joint venture, trust employee or agent of another corporation, partnership, joint venture, trust
or other enterprise against any liability asserted against him or her and or other enterprise against any liability asserted against them and
incurred by him or her in any such capacity, or arising out of his or her incurred by them in any such capacity, or arising out of their
status as such, whether or not the corporation would have the power to status as such, whether or not the corporation would have the power to
indemnify him or her against such liability under the provisions of this indemnify them against such liability under the provisions of this
Article or of applicable law. Article or of applicable law.
**<a id="12.7" name="12.7">Section 12.7.</a>Definitions.** For purposes of **<a id="12.7" name="12.7">Section 12.7.</a>Definitions.** For purposes of
this Article, references to "the corporation" shall include, in addition to this Article, references to "the corporation" shall include, in addition to
the resulting corporation, any constituent corporation (including any the resulting corporation, any constituent corporation (including any
constituent of a constituent) absorbed in a consolidation or merger which, constituent of a constituent) absorbed in a consolidation or merger which,
if its separate existence had continued, would have had power and authority if its separate existence had continued, would have had power and authority
to indemnify its directors, officers, and employees or agents, so that any to indemnify its directors, officers, and employees or agents, so that any
person who is or was a director, officer, employee or agent of such person who is or was a director, officer, employee or agent of such
constituent corporation, or is or was serving at the request of such constituent corporation, or is or was serving at the request of such
constituent corporation as a director, officer, employee or agent of constituent corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise, another corporation, partnership, joint venture, trust or other enterprise,
shall stand in the same position under this Article with respect to the shall stand in the same position under this Article with respect to the
resulting or surviving corporation as he or she would have with respect to resulting or surviving corporation as they would have with respect to
such constituent corporation if its separate existence had continued, and such constituent corporation if its separate existence had continued, and
references to "other enterprises" shall include employee benefit plans; references to "other enterprises" shall include employee benefit plans;
references to "fines" shall include any excise taxes assessed on a person references to "fines" shall include any excise taxes assessed on a person
with respect to any employee benefit plan; and references to "serving at with respect to any employee benefit plan; and references to "serving at
the request of the corporation" shall include any service as a director, the request of the corporation" shall include any service as a director,
officer, employee or agent of the corporation which imposes duties on, or officer, employee or agent of the corporation which imposes duties on, or
involves services by, such director, officer, employee, or agent with involves services by, such director, officer, employee, or agent with
respect to an employee benefit plan, its participants, or beneficiaries; respect to an employee benefit plan, its participants, or beneficiaries;
and a person who acted in good faith and in a manner he or she reasonably and a person who acted in good faith and in a manner they reasonably
believed to be in the interest of the participants and beneficiaries of an believed to be in the interest of the participants and beneficiaries of an
employee benefit plan shall be deemed to have acted in a manner "not employee benefit plan shall be deemed to have acted in a manner "not
opposed to the best interests of the corporation" as referred to in this opposed to the best interests of the corporation" as referred to in this
Article. Article.
**<a id="12.8" name="12.8">Section 12.8.</a>Continued Coverage.** The **<a id="12.8" name="12.8">Section 12.8.</a>Continued Coverage.** The
indemnification and advancement of expenses provided by, or granted indemnification and advancement of expenses provided by, or granted
pursuant to this Article shall, unless otherwise provided when authorized pursuant to this Article shall, unless otherwise provided when authorized
or ratified, continue as to a person who has ceased to be a director, or ratified, continue as to a person who has ceased to be a director,
officer or member and shall inure to the benefit of the heirs, executors officer or member and shall inure to the benefit of the heirs, executors
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members, if any, of the corporation at least ten (10) days prior to any members, if any, of the corporation at least ten (10) days prior to any
vote on the applicant's admission, which notice may be by electronic means. vote on the applicant's admission, which notice may be by electronic means.
The initial members of the corporation shall be admitted upon the The initial members of the corporation shall be admitted upon the
affirmative vote of the Board of Directors of the Corporation at the affirmative vote of the Board of Directors of the Corporation at the
initial meeting of the Board of Directors. Thereafter, members of the initial meeting of the Board of Directors. Thereafter, members of the
corporation shall be admitted as members of the corporation only by a corporation shall be admitted as members of the corporation only by a
majority vote of the existing members of the corporation<font majority vote of the existing members of the corporation<font
color="#FF0000">, and after receipt by the Secretary of a membership color="#FF0000">, and after receipt by the Secretary of a membership
application completed by each such proposed member within thirty (30) days application completed by each such proposed member within thirty (30) days
following the vote</font>. following the vote</font>.
<h2>Amendment II</h2>
*Approved by resolution of the Board of Directors, 16 September 2020, the
following change is to be made to the Bylaws,
effective 11 March 2021.*
Change all instances of gender-specific terminology to gender-neutral
terminology, specifically:
changing "Chairman" to "Board Chair", "Vice Chairman" to "Vice Chair",
"chairman" to "chair", "he or she" to "they", "him/her" to "their",
"his or her" to "their", "his, her, or their" to "their", and
"his, her, or its" to "their".
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