BY-LAWS
OF
SOFTWARE IN THE PUBLIC INTEREST, INC.

ARTICLE ONE - ORGANIZATION

  1. The name of this organization shall be Software in the Public Interest, Inc.
  2. The organization shall have a seal which shall be in the following form:
    [Seal not present on my copy - iwj]
  3. The organization may at its pleasure by a vote of the membership body change its name.

ARTICLE TWO - PURPOSE

The following are the purposes for which this organization has been organized:

To create, form and establish an organization to formulate and provide software systems for use by the general public without charge; to teach and train individuals regarding the use and application of such systems; to hold classes, seminars and workshops concerning the proper use and application of computers and computer systems; to endeavor to monitor and improve the quality of currently existing publicly available software; to support, encourage and promote the creation and development of software available to the general public; to provide information and education regarding the proper use of the Internet; to organize, hold and conduct meetings, discussions and forums on contemporary issues concerning the use of computers and computer software; to foster, promote and increase access to software systems available to the general public; to solicit, collect and otherwise raise money and to expend such funds in furtherance of the goals and activities of the corporation; to aid, assist, cooperate, co-sponsor and otherwise engage in concerted action with private, educational and governmental organizations and associations on all issues and matters concerning the use of computers and computer software and generally to endeavor to promote, foster and advance interest in computers and computer software by all available means and


methods. Nothing herein shall authorize the corporation to operate or maintain a nursery school, elementary school or secondary school. Nothing herein shall authorize the corporation to operate or maintain an institute of higher learning or to grant degrees.

In furtherance of its corporate purposes, the corporation shall have all the general powers enumerated in Section 202 of the Not-For-Profit Corporation Law, together with the power to solicit grants and contributions for the corporate purposes.

Nothing herein shall authorize this corporation, directly or indirectly, to engage in or include among its purposes, any of the activities mentioned in the Not-For-Profit Corporation Law, Section 404(b)-(v).

ARTICLE THREE - MEMBERSHIP

Membership in this organization shall be open to all who meet the approval of the Board. Members are required to verify their identity with the Security Committee. Members are given access to computer systems and other facilities of Software In The Public Interest, Inc. and its donors. The members must protect the security of these facilities and must not abuse them or put them to inappropriate use.

Members must perform unpaid (i.e., volunteer) labor for Software In The Public Interest, Inc. during each year of their membership. This labor may be the maintenance of a software package for the Debian project, technical writing, administrative duties, or another duty deemed sufficient by the Membership Committee.

ARTICLE FOUR - MEETING

The annual membership meeting of this organization shall be electronically held on the first day of July, each and every year except if such day be a legal holiday then and in that event the Board of Directors shall fix the day but it shall not be more than two weeks from the date fixed by these by-laws. The Secretary shall cause to be mailed (electronically or otherwise) to every member in good standing at his or her address as it appears in the membership roll book of this organization a notice telling the time and place of such annual meeting.

Regular meetings of this organization shall be held quarterly, or at the call of


two-thirds of the Directors.

The presence of not less than one hundred or ten percent (the lesser of the two) of the members shall constitute a quorum and shall be necessary to conduct the business of this organization; but a lesser number may adjourn the meeting for a period of not more than two weeks from the date scheduled by these by-laws and the Secretary shall cause a notice of this scheduled meeting to be sent to all those members who were not present at the meeting originally called. A quorum as hereinbefore set forth shall be required at any adjourned meeting.

Special meetings of this organization may be called by the President when he deems it for the best interest of the organization. Notices of such meeting shall be mailed to all members at their addresses as they appear in the membership roll book at least but not more than thirty (30) days before the scheduled date set for such special meeting. Such notice shall state the reasons that such meeting has been called, the business to be transacted at such meeting and by whom called.

At the request of two members of the Board of Directors or one-third members of the organization the President shall cause a special meeting to be called but such request must be made in writing at least thirty (30) days before the requested scheduled date.

No other business but that specified in the notice may be transacted at such special meeting without the unanimous consent of all present at such meeting.

ARTICLE FIVE - VOTING

At all meetings, except for the election of officers and directors, all votes shall be viva voce, or electronically cast except that for election of officers ballots shall be provided and there shall not appear any place on such ballot any mark or marking that might tend to indicate the person who cast such ballot.

At any regular or special meeting if a majority so required any question may be voted upon in the manner and style provided for election of officers and directors.

At all votes by ballot the Chairman of such meeting shall immediately prior to the commencement of balloting appoint a committee of three who shall act as `lnspectors of Election' and who shall at the conclusion of such balloting certify in writing to the


Chairperson the results and certified copy shall be physically affixed in the minute book to the minutes of that meeting.

No inspector of election shall be a candidate for office or shall be personally interested in the question voted upon.

ARTICLE SIX - ORDER OF BUSINESS

  1. RoIlcall.
  2. Reading of the minutes of the preceding meeting.
  3. Reports of committee.
  4. Reports of officers.
  5. Old and unfinished business.
  6. New business.
  7. Good and welfare.
  8. Adjoumments.

ARTICLE SEVEN - BOARD OF DIRECTORS

The business of this organization shall be managed by a Board of Directors consisting of FOUR members together with the officers of this organization. [emboldened text in my copy seems to indicate changes made in the most recent version - iwj]

The directors to be chosen for the ensuing year shall be chosen at the annual meeting of this organization in the same manner and style as the officers of this organization and they shall serve for a term of three years.

The Board of Directors shall have the control and management of the affairs and business of this organization. Such Board of Directors shall only act in the name of the organization when it shall be regularly convened by its chairman after due notice to all the directors of such meeting.

Two-thirds of the members of the Board of Directors shall constitute a quorum and the meetings of the Board of Directors shall be held regularly on the first of July each year.

Each director shall have one vote and such voting may not be done by proxy.

The Board of Directors may make such rules and regulations covering its meetings as it may in its discretion determine necessary.


Vacancies in the Board of Directors shall be filled by a vote of the majority of the remaining members of the Board of Directors for the balance of the year.

The President of the organization by virtue of the office shall be Chairperson of the Board of Directors.

The Board of Directors shall select from one of their number a Secretary.

A director may be removed when sufficient cause exists for such removal. The Board of Directors may entertain charges against any director. A director may be represented by counsel upon any removal hearing. The Board of Directors shall adopt such rules as it may in its discretion consider necessary for the best interests of the organization, for this hearing.

ARTICLE EIGHT - OFFICERS

The officers of the organization shall be as follows:

President: Bruce Perens
Vice President: IAN JACKSON
Secretary: Ian Murdock
Treasurer: Timothy P. Sailer

The President shall preside at all membership meetings, by virtue of the office be Chairperson of the Board of Directors, present at each annual meeting of the organization an annual report of the work of the organization, appoint all committees, temporary or permanent, see that all books, reports and certificates as required by law are properly kept or filed, be one of the officers who may sign the checks or drafts of the organization, and have such powers as may be reasonably construed as belonging to the chief executive of any organization.

The Vice-President shall in the event of the absence or inability of the President to exercise his or her office become acting President of the organization with all the rights, privileges and powers as if he or she had been the duly elected President.

The Secretary shall keep the minutes and records of the organization in appropriate books, file any certificate required by any statute, federal or state, give and serve all notices to members of the organization, be the official custodian of the records


and seal of the organization, be one of the officers required to sign the checks and drafts of the organization, present to the membership at any meetings any communication addressed to the Secretary of the organization, submit to the Board of Directors any communications which shall be addressed to the Secretary of the organization, attend to all correspondence of the organization and exercise all duties incident to the office of Secretary.

The Treasurer shall have the care and custody of all monies belonging to the organization, be solely responsible for such monies or securities of the organization, be solely responsible for such monies or securities of the organization and be one of the officers who shall sign checks or drafts of the organization. No special fund may be set aside that shall make it unnecessary for the Treasurer to sign the checks issued upon it.

The Treasurer shall render at stated periods as the Board of Directors shall determine a written account of the finances of the organization and such report shall be physically affixed to the minutes of the Board of Directors of such meeting and shall exercise all duties incident to the office of Treasurer.

Officers shall by virtue of this office be members of the Board of Directors.

No officer or director shall for reason of the office be entitled to receive any salary or compensation, but nothing herein shall be construed to prevent an officer or director from receiving any compensation from the organization for duties other than as a director or officer.

ARTICLE NINE - SALARIES

The Board of Directors shall hire and fix the compensation of any and all employees which they in their discretion may determine to be necessary in the conduct of the business of the organization.

ARTICLE TEN - COMMITTEES

All committees of this organization shall be appointed by the President and their term of office shall be for a period of one year or less if sooner terminated by the action of the President.
The permanent committees shall be:

ARTICLE ELEVEN - DUES

No dues are required and no dues are anticipated, but the Directors reserve the right to impose a membership dues and to set the amount at a later date if it is deemed necessary.

ARTICLE TWELVE - AMENDMENTS

These By-laws may be altered, amended, repealed or added to by an affirmative vote of not less than two-thirds of the members.

Revision 1
December 10, 1997 - added one member to the Board of Directors and elected Ian Jackson to same Elected Ian Jackson to office of Vice President
This copy scanned by Ian Jackson from a copy sent to him from Mariotta and Christiansen, the lawyers Tim Sailer has been dealing with for SPI. - iwj 7.7.1998