AMENDED BYLAWS OF THE
OPEN WEB FOUNDATION
a Delaware Nonprofit Public Benefit Corporation
As approved by the Board of Directors, March 31, 2009
The corporation shall have such offices either within or outside theState of Delaware and within or outside the United States, as the Boardof Directors may from time to time determine or as the business of thecorporation may require.
Section 2.1. Delaware. The address of the initialregistered office in the State of Delaware and the name of the initialregistered agent of the corporation at such address are set forth inthe Certificate of Incorporation. The corporation may, from time totime, designate a different address as its registered office or adifferent person as its registered agent, or both; provided, however,that such designation shall become effective upon the filing of astatement of such change with the Secretary of State of the State ofDelaware as is required by law.
Section 2.2. Other States. In the event thecorporation desires to qualify to do business in one or more statesother than Delaware, the corporation shall designate the location ofthe registered office in each such state and designate the registeredagent for service of process at such address in the manner provided bythe law of the state in which the corporation elects to bequalified.
Section 3.1. Place of Meetings. Meetings of themembers shall be held at the principal office of the corporation or anyother place (within or outside the State of Delaware and within oroutside the United States) designated in the notice of the meeting.
Section 3.2. Annual Meeting. A meeting of themembers shall be held annually at such time as the Board of Directorsmay determine (which shall be, in the case of the first annual meeting,not more than thirteen (13) months after the organization of thecorporation and, in the case of all other meetings, not more thanthirteen (13) months after the date of the last annual meeting), atwhich annual meeting the members shall elect a Board of Directors andtransact other proper business.
Section 3.3. Special Meetings. Special meetings ofthe members shall be held when directed by the Chairman, President orthe Board of Directors, or when requested in writing by not less thanten percent (10%) of all members entitled to vote at the meeting. Thecall for the meeting shall be issued by the Secretary, unless theChairman, President, Board of Directors or members requesting themeeting shall designate another person to do so.
Section 3.4. Notice. Written notice stating theplace, date and hour of the meeting and, in the case of a specialmeeting, the purpose or purposes for which the meeting is called, shallbe delivered not less than ten (10) nor more than sixty (60) daysbefore the date of the meeting, either personally or by first classmail, by or at the direction of the Chairman, President, the Secretary,or the officer or persons calling the meeting, to each member of recordentitled to vote at such meeting. If mailed, such notice shall bedeemed to be delivered when deposited in the United States mailaddressed to the member at his or her address as it appears in themembership records of the corporation, with postage thereonprepaid.
Notwithstanding the above paragraph, the corporation shall not berequired to give notice of a members' meeting to any member to whomnotice of two consecutive annual meetings, and all notices of meetingsor of the taking of action by written consent without a meeting to suchmember during the period between such two consecutive annual meetings,have been mailed under the procedures outlined above and have beenreturned undeliverable. Any action or meeting which shall be taken orheld without notice to such member shall have the same force and effectas if such notice had been duly given. If any such member delivers tothe corporation a written notice setting forth his or her then currentaddress, the requirement that notice be given to such member shall bereinstated.
Section 3.5. Notice of Adjourned Meetings. When ameeting is adjourned to another time or place, the corporation shallnot be required to give any notice of the adjourned meeting if the timeand place to which the meeting is adjourned are announced at themeeting at which the adjournment is taken. At the adjourned meeting,any business may be transacted that might have been transacted at theoriginal meeting. If, however, the adjournment is for more than thirty(30) days, or if after the adjournment the Board of Directors fixes anew record date for the adjourned meeting, a notice of the adjournedmeeting shall be given as provided in Section 3.4 above, to each memberof record on the new record date entitled to vote at such meeting.
Section 3.6. Waiver of Notice. Whenever notice isrequired to be given to any member, a waiver thereof in writing, signedby the person or persons entitled to such notice, whether before orafter the time stated therein, shall be the equivalent to the giving ofsuch notice. Attendance by a person at a meeting shall constitute awaiver of notice of such meeting, except when the person attends ameeting for the express purpose of objecting, at the beginning of themeeting, to the transaction of business because the meeting is notlawfully called or convened. Neither the business to be transacted at,nor the purpose of any regular or special meeting of the members needbe specified in the written waiver of notice.
Section 3.7. Fixing Record Date.
(a) For the purpose of determining members entitled to notice of orto vote at any meeting of members or any adjournment thereof, the Boardof Directors may fix a record date, which record date shall not precedethe date upon which the resolution fixing the record date is adopted bythe Board of Directors, and which record date shall not be more than 60nor less than 10 days before the date of such meeting. If no recorddate is fixed by the Board of Directors, the record date fordetermining members entitled to notice of or to vote at a meeting ofmembers shall be at the close of business on the day next preceding theday on which notice is given, or, if notice is waived, at the close ofbusiness on the day next preceding the day on which the meeting isheld. A determination of members of record entitled to notice of or tovote at a meeting of members shall apply to any adjournment of themeeting; provided, however, that the Board of Directors may fix a newrecord date for the adjourned meeting.
(b) For purposes of determining the members entitled to consent tocorporate action in writing without a meeting, the Board of Directorsmay fix a record date, which record date shall not precede the dateupon which the resolution fixing the record date is adopted by theBoard of Directors, and which date shall not be more than 10 days afterthe date upon which the resolution fixing the record date is adopted bythe Board of Directors. If no record date has been fixed by the Boardof Directors, the record date for determining members entitled toconsent to corporate action in writing without a meeting, when no prioraction by the Board of Directors is required by the General CorporationLaws of the State of Delaware, shall be the first date on which asigned written consent setting forth the action taken or proposed to betaken is delivered to the corporation by delivery to its registeredoffice in the State of Delaware, its principal place of business or anofficer or agent of the corporation having custody of the books inwhich proceedings of meetings of members are recorded. Delivery made toa corporation's registered office shall be by hand or by certified orregistered mail, return receipt requested. If no record date has beenfixed by the Board of Directors and prior action by the Board ofDirectors is required by the General Corporation Law of the State ofDelaware, the record date for determining members entitled to consentto corporate action in writing without a meeting shall be at the closeof business on the day on which the Board of Directors adopts theresolution taking such prior action.
(c) For purposes of determining the members entitled to exercise anyrights, or for the purpose of any other lawful action, the Board ofDirectors may fix a record date, which record date shall not precedethe date upon which the resolution fixing the record date is adopted,and which record date shall be not more than 60 days prior to suchaction. If no record date is fixed, the record date for determiningmembers for any such purpose shall be at the close of business on theday on which the Board of Directors adopts the resolution relatingthereto.
Section 3.8. Record of Members Having VotingRights. The officer or agent having charge of the membershiprecords of the corporation shall prepare and make, at least ten (10)days before each meeting of members, a complete list of the membersentitled to vote at such meeting, arranged in alphabetical order, andshowing the name, address, telephone number, facsimile number andelectronic mail address of each member. For a period of ten (10) daysprior to such meeting, the list shall be open to the examination of anymember, for any purpose germane to the meeting, during ordinarybusiness hours, either at a place within the city where such meeting isto be held, which place shall be specified in the notice of themeeting, or if not so specified, at the place where such meeting is tobe held. The list shall also be produced and kept open at the time andplace of the meeting and shall be subject to inspection by any memberat any time during the meeting. Upon the willful neglect or refusal ofthe directors to produce such a list at any meeting for the election ofdirectors, such directors shall be ineligible for election to anyoffice at such meeting.
Section 3.9. Member Quorum. Except as otherwiserequired by law, by the Certificate of Incorporation or by theseBylaws, one-third (1/3) of the members entitled to vote, represented inperson or represented by proxy, shall constitute a quorum at a meetingof members. When a specified item of business is required to be votedon by a class of members (if the members are divided into classes), onethird (1/3) of such class of members, represented in person orrepresented by proxy, shall constitute a quorum for the transaction ofsuch item of business by that class of members. If a quorum is present,the affirmative vote of a majority of the members represented at themeeting and entitled to vote on the subject matter shall be the act ofthe members, unless the vote of a greater number or voting by class isrequired by the General Corporation Law of the State of Delaware or bythe Certificate of Incorporation or by these Bylaws. The directorsshall be elected by a plurality of the votes of the members present inperson or represented by proxy at the meeting and entitled to vote onthe election of directors. Where a separate vote by class of members isrequired, the affirmative vote of a plurality of members of such classrepresented at the meeting shall be the act of such class unless thevote of a greater number is required by the General Corporation Law ofthe State of Delaware, the Certificate of Incorporation or theseBylaws.
After a quorum has been established at a members' meeting, thesubsequent withdrawal of members, so as to reduce the number of membersin person or represented by proxy entitled to vote at the meeting belowthe number required for a quorum, shall not affect the validity of anyaction taken at the meeting or any adjournment thereof.
After a quorum has been established at a members' meeting, thesubsequent admission of new members, so as to increase the number ofmembers required for a quorum above the number of members present inperson or represented by proxy entitled to vote at the meeting, shallnot affect the validity of any action taken at the meeting or anyadjournment thereof.
Section 3.10. Voting. Each member (except emeritusmembers) shall be entitled to one vote on each matter submitted to avote at a meeting of the members, except as may otherwise be providedin the General Corporation Law of the State of Delaware.
A member may vote either in person or by proxy executed in writingby the member or his or her duly authorized attorney-in-fact.
Section 3.11. Proxies. Every member entitled tovote at a meeting of members or to express consent or dissent tocorporate action in writing without a meeting, or a member's dulyauthorized attorney-in-fact, may authorize another person or persons toact for him/her by proxy.
Every proxy must be signed by the member or his or herattorney-in-fact. No proxy shall be valid after three (3) years fromits date, unless otherwise provided in the proxy. All proxies shall berevocable.
Section 3.12. Action by Members Without a Meeting.Any action required to be taken or which may be taken at any annual orspecial meeting of members of the corporation, may be taken without ameeting, without prior notice and without a vote, if a written consentsetting forth the action so taken shall be signed by members having notless than the minimum number of votes that would be necessary toauthorize or take such action at a meeting at which all membersentitled to vote thereon were present and voted; provided, however,that no written consent shall be effective unless such consent (i)bears the date of signature by each member signing such consent and(ii) is delivered to the corporation within sixty (60) days of the dateon which the earliest consent was delivered to the corporation. Promptnotice of the taking of the corporate action without a meeting by lessthan unanimous written consent shall be given to those members who havenot consented in writing.
Section 4.1. Admission ofMembers. To be eligible for membership, a person or entitymust be nominated by a current member of the corporation and mustcomplete a written membership application in such form as shall beadopted by the Board of Directors from time to time. The nominationmust be included in a notice tothe members, if any, of the corporation at least ten (10) days prior toany vote on the applicant's admission, which notice may be byelectronic means. The initial members of the corporation shall beadmitted upon the affirmative vote of the Board of Directors of theCorporation at the initial meeting of the Board of Directors.Thereafter, members of the corporation shall be admitted as members ofthe corporation only by a majority vote of the existing members of thecorporation, and after receipt by the Secretary of a membership applicationcompleted by each such proposed member within thirty (30) daysfollowing the vote.
Section 4.2. Emeritus Members. An emeritus memberis a former member whose membership has been suspended and converted toemeritus status, either voluntarily or by action of the members, suchthat all membership rights of the emeritus member, including the rightto vote and be counted for purposes of quorum, are suspended andterminated until the emeritus member's membership is reinstated bysubsequent action of the members.
Upon the effective date of conversion of the membership of anymember to emeritus status, the membership, including all related votingrights, of such member shall be suspended, except that such emeritusmember shall be entitled to attend (but not vote) at meetings of themembers, and the officers of the corporation shall attempt, in goodfaith, to continue to deliver notices of meetings of the members of thecorporation to such emeritus member. References in these Bylaws to a"member" or to the "members" of the corporation shall not include anyemeritus member unless explicitly provided otherwise.
Section 4.3. Voluntary Conversion of Membership to EmeritusStatus. Members may convert their membership to emeritusstatus at any time upon ten (10) days' written, signed notice deliveredto an officer of the corporation.
Section 4.4. Involuntary Conversion of Membership toEmeritus Status. Upon an affirmative vote of a two-thirdsmajority of the members of the corporation, the membership of a membershall be converted into an emeritus membership.
Section 4.5. Reinstatement of Membership of EmeritusMembers. Upon receipt of a written request and a newmembership application from an emeritus member and upon an affirmativevote of a majority of the members of the corporation approving suchmembership application, such emeritus member membership shall bereinstated as a full member of the corporation, and shall be entitledto exercise all rights as a member of the corporation, including allrelated voting rights.
Section 4.6. Voluntary Withdrawal from Membership.Members (including emeritus members) may withdraw from membership inthe corporation at any time upon ten (10) days' written, signed noticedelivered to an officer of the corporation.
Section 4.7. Termination from Membership. No membermay have his, her or its membership terminated except by an affirmativevote of a two-thirds majority of the members of the corporation.
Section 4.8. Effect of Withdrawal or Termination ofMembership. Upon any withdrawal or termination of themembership of any member, the membership, including all related votingrights, of such member shall be terminated. After a withdrawal ortermination of the membership of any member, or a conversion of themembership of any member to emeritus status, such member may reapplyfor membership in accordance with Section 4.1 of these Bylaws.
Section 5.1. Powers. The business and affairs ofthe corporation shall be managed by or under the direction of the Boardof Directors, which may exercise all such powers of the corporation anddo all such lawful acts and things as are not by statute or by theCertificate of Incorporation or by these Bylaws specifically reservedto the members.
Section 5.2. Qualification. Directors need not beresidents of Delaware or of the United States nor members of thecorporation.
Section 5.3. Compensation. The Board of Directorsshall have authority to fix the compensation of directors unlessotherwise provided in the Certificate of Incorporation.
Section 5.4. Number. The corporation shall have eight (8) directors. The number of directors shall be fixed by the members at each annual meeting of members.
Section 5.5. Election and Term. Each person namedin the Certificate of Incorporation or elected by the incorporator(s)at the organization meeting, as the case may be, as a member of theinitial Board of Directors shall hold office until the first annualmeeting of members and until his or her successor shall have beenelected and qualified or until his or her earlier resignation, removalor death.
At the first annual meeting of members and at each annual meetingthereafter, the members shall elect directors to hold office until thenext succeeding annual meeting. Each director shall hold office for theterm for which he or she is elected and until his or her successorshall have been elected and qualified or until his or her earlierresignation, removal or death.
Section 5.6. Resignation and Removal of Directors.A director may resign at any time upon written request to thecorporation. Furthermore, any director or the entire Board of Directorsmay be removed, with or without cause, by a vote of the majority of themembers entitled to vote for the election of directors or as otherwiseprovided in the General Corporation Law of the State of Delaware.
Section 5.7. Vacancies. Any vacancy occurring inthe Board of Directors, including any vacancy created by reason of anincrease in the authorized number of directors, may be filled by theaffirmative vote of a majority of the remaining directors though lessthan a quorum of the Board of Directors or by a sole remainingdirector. If there is more than one class of members, vacancies ofdirectorships elected by such class may be filled by a majority of thedirectors elected by such class or by a sole remaining director. Adirector elected to fill a vacancy shall hold office only until thenext election of directors by the members.
Section 5.8. Quorum and Voting. A majority of thenumber of directors fixed in accordance with these Bylaws shallconstitute a quorum for the transaction of business. The vote of amajority of the directors present at a meeting at which a quorum ispresent shall be the act of the Board of Directors.
Section 5.9. Executive and Other Committees. TheBoard of Directors, by resolution adopted by a majority of the fullBoard of Directors, may designate an Executive Committee from among itsmembers and such other committees consisting of at least one directoras determined by the Board of Directors from time to time. Eachcommittee, to the extent provided in such authorizing resolution, shallhave and may exercise all the power and authority of the Board ofDirectors in the management of the business and affairs of thecorporation, as limited by the laws of the State of Delaware.
The Board of Directors, by resolution adopted in accordance withthis section, may designate one or more directors as alternate membersof any such committee, who may act in the place and stead of any absentor disqualified member or members at any meeting of such committee. Inthe absence or disqualification of any member of any such committee orcommittees, the member or members thereof present at any meeting andnot disqualified from voting, whether or not they constitute a quorum,may unanimously appoint another member of the Board of Directors to actat the meeting in the place of any such absent or disqualifiedmember.
Section 5.10. Place of Meetings. Regular andspecial meetings of the Board of Directors may be held within oroutside the State of Delaware and within or outside the UnitedStates.
Section 5.11. Time, Notice and Call of Meetings.Regular meetings of the Board of Directors shall be held immediatelyfollowing the annual meeting of members each year and at such timesthereafter as the Board of Directors may fix. No notice of regulardirectors' meetings shall be required.
Special meetings of the Board of Directors shall be held at suchtimes as called by the Chairman of the Board, the President of thecorporation, or any two (2) directors. Written notice of the time andplace of special meetings of the Board of Directors shall be given toeach director by either personal delivery, telegram, cablegram, ortelefax at least two (2) days before the meeting, or by notice mailedto each director at least five (5) days before the meeting.
Notice of a meeting of the Board of Directors need not be given toany director who signs a waiver of notice, either before or after themeeting. Attendance of a director at a meeting shall constitute awaiver of notice of such meeting and waiver of any and all objectionsto the place of the meeting, the time of the meeting, or the manner inwhich it has been called or conveyed, except when a director states, atthe beginning of the meeting, any objection to the transaction ofbusiness because the meeting is not lawfully called or convened.
Members of the Board of Directors may participate in a meeting ofsuch Board or of any committee designated by such Board by conferencetelephone or similar communications equipment by means of which allpersons participating in the meeting can hear each other at the sametime. Participating by such means shall constitute presence in personat a meeting.
Section 5.12. Action Without a Meeting. Any actionrequired or permitted to be taken at a meeting of the Board ofDirectors or of any committee thereof may be taken without a meeting ifall the members of the board or committee, as the case may be, consentthereto in writing, and such writing is filed with the minutes of theproceedings of the board or committee. Such consent shall have the sameeffect as a unanimous vote.
Section 5.13. Director Conflicts of Interest. Nocontract or other transaction between the corporation and one or moreof its directors or between the corporation and any other corporation,partnership, association or other organization in which one or more ofthe directors of the corporation are directors or officers or arefinancially interested, shall be void or voidable solely because ofsuch relationship or interest or solely because such director ordirectors are present at or participate in the meeting of the Board ofDirectors or a committee thereof which authorizes, approves or ratifiessuch contract or transaction or solely because his or her or theirvotes are counted for such purpose, if:
A. The material facts as to the director's relationship or interestand as to the contract or transaction are disclosed or are known to theBoard of Directors or committee, and the Board of Directors orcommittee in good faith authorizes, approves or ratifies the contractor transaction by the affirmative votes of a majority of thedisinterested directors, even though the disinterested directors beless than a quorum; or
B. The material facts as to their relationship or interest and as tothe contract or transaction are disclosed or known to the membersentitled to vote thereon, and the contract or transaction isspecifically approved in good faith by vote of such members; or
C. The contract or transaction is fair as to the corporation at thetime it is authorized, approved or ratified by the Board of Directors,a committee of the Board of Directors or the members.
Common or interested directors may be counted in determining thepresence of a quorum at a meeting of the Board of Directors or acommittee thereof which authorizes, approves or ratifies such contractor transaction.
Section 6.1. Officers. The officers of thecorporation shall consist of a President, a Secretary and a Treasurer,each of whom shall be elected by the Board of Directors. A Chairman ofthe Board, one or more Vice Chairmen, one or more Vice Presidents, andsuch other officers and assistant officers and agents as may be deemednecessary may be elected or appointed by the Board of Directors fromtime to time. Any two (2) or more offices may be held by the sameperson, except the offices of President and Secretary.
Section 6.2. Duties. The officers of thecorporation shall have the following duties:
A. Chairman of the Board. The Chairman of theBoard, if one is elected, shall preside at all meetings of the Board ofDirectors and members and shall have such other duties and authority asmay be conferred by the Board of Directors.
B. Vice Chairman. The Vice Chairman, if one iselected, shall, in the absence or disability of the Chairman of theBoard, perform the duties and exercise the powers of the Chairman ofthe Board. The Vice Chairman shall also perform whatever duties andhave whatever powers the Board of Directors may from time to timeassign him/her. If more than one Vice Chairman is elected and theChairman is absent or becomes disabled, the Board of Directors shallchoose one Vice Chairman to perform the duties and exercise the powersof the Chairman.
C. President. The President shall be the chiefexecutive officer of the corporation and shall have general and activemanagement of the business and affairs of the corporation (other thanthe management of projects managed by a Project Management Committee),subject to the direction of the Board of Directors. If a Chairman ofthe Board is not elected, the President shall preside at all meetingsof the Board of Directors and members.
D. Vice President. The Vice President, if one iselected, shall, in the absence or disability of the President, performthe duties and exercise the powers of the President. He or she alsoshall perform whatever duties and have whatever powers the Board ofDirectors may from time to time assign him or her. If more than oneVice President is elected, one thereof shall be designated as ExecutiveVice President and shall, in the absence or disability of thePresident, perform the duties and exercise the powers of the Presidentand each other Vice President shall only perform whatever duties andhave whatever powers the Board of Directors may from time to timeassign him or her.
E. Secretary and Assistant Secretary. The Secretaryshall keep accurate records of the acts and proceedings of all meetingsof the members and directors. The Secretary shall give all noticesrequired by law and by these Bylaws. In addition, the Secretary shallhave general charge of the corporate books and records and of thecorporate seal, and he or she shall affix, or attest the affixing of,the corporate seal to any lawfully executed instrument requiring it.The Secretary shall have general charge of the membership records ofthe corporation and shall keep, at the registered or principal officeof the corporation, a record of the members showing the name, address,telephone number, facsimile number and electronic mail address of eachmember. The Secretary shall sign such instruments as may require his orher signature and, in general, shall perform all duties as may beassigned to him or her from time to time by the Chairman, the Presidentor the Board of Directors. The Assistant Secretary, if one isappointed, shall render assistance to the Secretary in all theresponsibilities described above.
F. Treasurer and Assistant Treasurer. The Treasurershall have custody of all corporate funds and financial records, shallkeep full and accurate accounts of receipts and disbursements andrender accounts thereof at the annual meetings of members, and shallperform such other duties as may be prescribed by the Chairman, thePresident or the Board of Directors. The Assistant Treasurer, if one isappointed, shall render assistance to the Treasurer in all of theresponsibilities described above.
Section 6.3. Project Management Committees. Inaddition to the officers of the corporation, the Board of Directorsmay, by resolution, establish one or more Project Management Committeesconsisting of at least one officer of the corporation, who shall bedesignated chairman of such committee, and may include one or moreother members of the corporation. Unless elected or appointed as anofficer in accordance with Sections 6.1 and 6.4 of these Bylaws, amember of a Project Management Committee shall not be deemed an officerof the corporation.
Each Project Management Committee shall be responsible for theactive management of one or more projects identified by resolution ofthe Board of Directors. Subject to the direction of the Board ofDirectors, the chairman of each Project Management Committee shall beprimarily responsible for project(s) managed by such committee, and heor she shall establish rules and procedures for the day to daymanagement of project(s) for which the committee is responsible.
The Board of Directors of the corporation may, by resolution,terminate a Project Management Committee at any time.
Section 6.4. Election and Term. The officers of thecorporation and the members of each existing Project ManagementCommittee shall be appointed by the Board of Directors or appointed byan officer empowered by the Board to make such appointment. Suchappointment by the Board of Directors may be made at any regular orspecial meeting of the Board. Each officer shall hold office and eachmember of a Project Management Committee shall serve on such committeefor a period of one year or until his or her successor is elected andqualified or until his or her earlier resignation or removal.
Section 6.5. Removal of Officers. Any officer oragent and any member of a Project Management Committee elected orappointed by the Board of Directors may be removed by the Boardwhenever, in its judgment, the best interests of the corporation willbe served thereby.
Section 6.6. Vacancies. Any vacancy, howeveroccurring, in any office or any Project Management Committee may befilled by the Board of Directors.
Section 6.7. Compensation. The compensation, ifany, of all officers of the corporation and of all members of eachexisting Project Management Committee shall be fixed by the Board ofDirectors and may be changed from time to time by a majority vote ofthe Board of Directors. The fact that an officer is also a directorshall not preclude such person from receiving compensation as either adirector or officer, nor shall it affect the validity of any resolutionby the Board of Directors fixing such compensation. The President shallhave authority to fix the salaries, if any, of all employees of thecorporation, other than officers elected or appointed by the Board ofDirectors and members of Project Management Committees.
Section 7.1. Books and Records. The corporationshall keep correct and complete books and records of accounts and shallkeep minutes of the proceedings of its members, Board of Directors andcommittees of directors.
The corporation shall keep at its registered office or principalplace of business, or at the office of its transfer agent or registrar,a record of the name, address, telephone number, facsimile number andelectronic mail address of each member, together with the date of anywithdrawal or termination of such member's membership, or anyconversion of such member's membership to emeritus status.
Each member shall be responsible for notifying the corporation ofchanges to such member's address, telephone number, facsimile number orelectronic mail address.
Any books, records and minutes may be in written form or in anyother form capable of being converted into clearly legible written formwithin a reasonable time.
Section 7.2. Members' Inspection Rights. Any personwho is a member, upon written demand under oath stating the purposethereof, shall have the right to examine, in person or by agent orattorney, at any time during the corporation's usual hours forbusiness, for any proper purpose as determined under the GeneralCorporation Law of the State of Delaware, the corporation's membershiprecords and its other books and records and to make copies or extractstherefrom.
The corporation is organized and shall be operated as anot-for-profit membership corporation organized under Delaware law. Ifthe Board of Directors of the corporation elects to seek and obtains anexemption for the corporation from federal taxation pursuant to Section501(a) of the Internal Revenue Code, as amended (the "IRC"), and untilsuch time, if ever, that such exemption is denied or lost, thecorporation shall not be empowered to engage directly or indirectly inany activity which the corporation believes would be likely toinvalidate its status as an organization exempt from federal taxationunder Section 501(a) of the IRC as an organization described in Section501(c) of the IRC.
The Board of Directors shall provide a corporate seal which shallhave the name of the corporation inscribed thereon, and may be afacsimile, engraved, printed, or an impression seal.
These Bylaws may be altered, amended or repealed by the Board ofDirectors or by the members, and new Bylaws may be adopted by the Boardof Directors or by the members. No alteration, amendment or repeal ofthese Bylaws shall be effective unless and until the corporationattempts, in good faith, to give notice to the members of thecorporation of such alteration, amendment or repeal at least fifteen(15) days prior to the effective date of such alteration, amendment orrepeal, which notice may be by electronic means.
To the fullest extent permitted by the General Corporation Law ofthe State of Delaware, as the same exists or may hereafter be amended,a director of the corporation shall not be personally liable to thecorporation or its members for monetary damages for breach of fiduciaryduty as a director.
Section 12.1. Right to Indemnification. Each personwho was or is a party or is threatened to be made a party to anythreatened, pending or completed action, suit, or proceeding, whethercivil, criminal, administrative, or investigative (other than an actionby or in the right of the corporation), by reason of the fact that heor she is or was a director, officer or member of the corporation, oris or was serving at the request of the corporation as a director,officer, employee, or agent of another corporation, partnership, jointventure, trust, or other enterprise, shall be entitled toindemnification against expenses (including attorneys' fees),judgments, fines, and amounts paid in settlement to the fullest extentnow or hereafter permitted by applicable law as long as such personacted in good faith and in a manner that such person reasonablybelieved to be in or not be opposed to the best interests of thecorporation; provided, however, that the corporation shall indemnifyany such person seeking indemnity in connection with an action, suit orproceeding (or part thereof) initiated by such person only if suchaction, suit or proceeding (or part thereof) was authorized by theBoard of Directors.
Section 12.2. Advance Payment of Expenses. Expenses(including reasonable attorneys' fees) incurred by any person who is orwas an officer, director or member of the corporation, or who is or wasserving at the request of the corporation as an officer or director ofanother corporation, partnership, joint venture, trust or otherenterprise, in defending any civil, criminal, administrative orinvestigative action, suit or proceeding, shall be paid by thecorporation in advance of the final disposition of such action, suit orproceeding upon receipt of an undertaking by or on behalf of suchperson to repay such amount if it is ultimately determined that he orshe is not entitled under applicable law to be indemnified by thecorporation.
Section 12.3. Right of Claimant to Bring Suit. If aclaim under this Article is not paid in full by the corporation withinninety (90) days after a written claim has been received by thecorporation, the claimant may at any time thereafter bring suit againstthe corporation to recover the unpaid amount of the claim and, ifsuccessful in whole or in part, the claimant shall be entitled to bepaid also the expense of prosecuting such claim. It shall be a defenseto any such action (other than an action brought to enforce a claim forexpenses incurred in defending any action or proceeding in advance ofits final disposition where the required undertaking has been tenderedto the corporation unless such action is based on the claimant havingcommitted an act involving moral turpitude) that the claimant has notmet the standards of conduct which make indemnification permissibleunder the General Corporation Law of the State of Delaware, but theburden of proving such defense shall be on the corporation. Neither thefailure of the corporation (including its Board of Directors,independent legal counsel, or its members) to have made a determinationprior to the commencement of such action that indemnification of theclaimant is proper in the circumstances because he or she has met theapplicable standard of conduct set forth in the General Corporation Lawof the State of Delaware, nor an actual determination by thecorporation (including its Board of Directors, independent legalcounsel, or its members) that the claimant has not met such applicablestandard of conduct, shall be a defense to the action or create apresumption that the claimant has not met the applicable standard ofconduct.
Section 12.4. Contract Rights. The provisions ofthis Article shall be a contract between the corporation and eachdirector, officer or member to which this Article applies. No repeal ormodification of these Bylaws shall invalidate or detract from any rightor obligation with respect to any state of facts existing prior to thetime of such repeal or modification.
Section 12.5. Rights Non-exclusive. Theindemnification and advancement of expenses provided by or grantedpursuant to this Article shall not be deemed exclusive of any otherrights to which those seeking indemnification or advancement ofexpenses may be entitled under any bylaw, agreement, vote of members ordisinterested directors or otherwise, both as to action in his or herofficial capacity and as to action in another capacity while holdingsuch office.
Section 12.6. Insurance. The corporation maypurchase and maintain insurance on behalf of any person who is or was adirector, officer, member, employee or agent of the corporation, or isor was serving at the request of the corporation as a director,officer, employee or agent of another corporation, partnership, jointventure, trust or other enterprise against any liability assertedagainst him or her and incurred by him or her in any such capacity, orarising out of his or her status as such, whether or not thecorporation would have the power to indemnify him or her against suchliability under the provisions of this Article or of applicablelaw.
Section 12.7. Definitions. For purposes of thisArticle, references to "the corporation" shall include, in addition tothe resulting corporation, any constituent corporation (including anyconstituent of a constituent) absorbed in a consolidation or mergerwhich, if its separate existence had continued, would have had powerand authority to indemnify its directors, officers, and employees oragents, so that any person who is or was a director, officer, employeeor agent of such constituent corporation, or is or was serving at therequest of such constituent corporation as a director, officer,employee or agent of another corporation, partnership, joint venture,trust or other enterprise, shall stand in the same position under thisArticle with respect to the resulting or surviving corporation as he orshe would have with respect to such constituent corporation if itsseparate existence had continued, and references to "other enterprises"shall include employee benefit plans; references to "fines" shallinclude any excise taxes assessed on a person with respect to anyemployee benefit plan; and references to "serving at the request of thecorporation" shall include any service as a director, officer, employeeor agent of the corporation which imposes duties on, or involvesservices by, such director, officer, employee, or agent with respect toan employee benefit plan, its participants, or beneficiaries; and aperson who acted in good faith and in a manner he or she reasonablybelieved to be in the interest of the participants and beneficiaries ofan employee benefit plan shall be deemed to have acted in a manner "notopposed to the best interests of the corporation" as referred to inthis Article.
Section 12.8. Continued Coverage. Theindemnification and advancement of expenses provided by, or grantedpursuant to this Article shall, unless otherwise provided whenauthorized or ratified, continue as to a person who has ceased to be adirector, officer or member and shall inure to the benefit of theheirs, executors and administrators of such person.
Section 13.1. Checks. All checks or demands formoney and notes of the corporation shall be signed by such officer orofficers or such other person or persons as the Board of Directors mayfrom time to time designate.
Section 13.2. Fiscal Year. The fiscal year of thecorporation shall be fixed by resolution of the Board of Directors.
Section 13.3. Loans. No loans shall be contractedon behalf of the corporation and no evidence of indebtedness shall beissued in its name unless authorized by a resolution of the Board ofDirectors. Such authority may be general or confined to specificinstances.
Section 13.4. Deposits. All funds of thecorporation not otherwise employed shall be deposited from time to timeto the credit of the corporation in such depositories as the Board ofDirectors shall direct.
Section 13.5. Contracts. The Board of Directors mayauthorize any officer or officers, agent or agents, to enter into anycontract or execute and deliver any instrument on behalf of thecorporation, and such authority may be general or confined to specificinstances.
Section 13.6. Counterpart Execution: FacsimileExecution. Any document requiring the signature of thedirectors and/or members may be executed in any number of counterpartswith the same effect as if all of the required signatories had signedthe same document. Such executions may be transmitted to thecorporation and/or the other directors and/or members by facsimile andsuch facsimile execution shall have the full force and effect of anoriginal signature. All fully executed counterparts, whether originalexecutions or facsimile executions or a combination, shall be construedtogether and shall constitute one and the same agreement.