1225 4th St. #333, San Francisco, CA 94158
info@su2foundation.org

Bylaws of the SU2 Foundation

SU2 Foundation

a Delaware Not-for-Profit Corporation

As adopted May 3, 2019.

Article I – Name

Section 1.1

The name of this corporation is SU2 Foundation (the “Foundation“)

Article II – Offices

Section 2.1 – Principal Office.

The principal executive office for the transaction of the activities, affairs and business of the Foundation (“Principal Office”) shall be at 1225 4th St. #333, San Francisco, CA 94158. The board of directors (“Board”) is hereby granted full power and authority to change the location of the principal office from one location to another.

Section 2.2 – Other Offices.

One or more branch or other subordinate offices may at any time be fixed and located by the Board at such place where the Corporation is qualified to conduct its activities.

Article III – Purposes

Section 3.1 – General Purpose and Limitation on Activities.

  1. The Foundation is organized and shall be operated as a public benefit corporation organized under the General Corporation Law of the State of Delaware.

  2. The Board may, in its sole discretion, elect to seek exemption from Federal taxation for the Foundation pursuant to Section 501(a) of the Internal Revenue Code of 1986, as amended (hereinafter, the “IRC”). In the event that such exemption is sought and until such time, if ever, as such exemption is denied or lost, the Foundation shall not knowingly engage directly or indirectly in any activity that it believes would be likely to invalidate its status as an organization exempt from federal income taxation under Section 501(a) of the Code as an organization described in Section 501(c)(3) of the Code.

  3. In the event the Foundation engages in lobbying activities, the Foundation shall comply with the requirements of Section 6033(e) of the IRC.

Section 3.2 – Specific Purposes.

Within the context of the general purpose stated above, the primary purpose of the Foundation shall be to:

  1. promote global software development and education to increase the pace of innovation in the engineering sciences for the public benefit of all society;

  2. provide a trusted, neutral forum for community collaboration by offering an efficient, compliant collaboration infrastructure and transparent, community-driven technical governance; and

  3. undertake such other activities as may from time to time be appropriate to further the purposes and achieve the goals set forth above.

Article IV – Directors

Section 4.1 – Powers

  1. General Corporate Powers. Subject to the provisions and limitations of the Delaware General Corporation Law and any other applicable laws, as the same may be amended from time to time, the Foundation’s activities and affairs shall be managed, and all corporate power shall be exercised, by or under the Board’s direction. Except as provided herein, the Board may undertake an action only if it was identified by the Executive Director in a Board Meeting notice or otherwise identified in a notice of special meeting, and approved by the requisite number of directors as described in subsections (c) – (e) below:

  2. Specific Powers. Without prejudice to the general powers set forth in Section 4.1(a) of these Bylaws, but subject to the same limitations, the directors shall have the power to:

    1. Appoint and remove at the pleasure of the Board all the Foundation’s officers, agents, and employees; prescribe powers and duties for them that are consistent with the law, the articles of incorporation, and these Bylaws; and fix their compensation and require from them security for faithful performance of their duties;
    2. Set policies for governance of Foundation activities, including the activity of programs, working groups, and projects;
    3. Change the principal office or the principal business office from one location to another; cause the Foundation to be qualified to conduct its activities in any other state, territory, dependency, or country; conduct its activities within or outside Delaware; and designate any place for holding any meeting of members; and
    4. Borrow money and incur indebtedness on behalf of the Foundation and cause to be executed and delivered for the Foundation’s purposes, in the corporate name, promissory notes, bonds, debentures, deeds of trust, mortgages, pledges, hypothecations, and other evidences of debt and securities.

  3. Unanimous Vote. Notwithstanding anything to the contrary in these Bylaws, the Board may only take the following actions upon the approval of all directors in Good Standing represented at a Board meeting at which quorum is met (a “Unanimous Vote”):

    1. Alter or amend the terms of the SU2 License (“LGPL2.1”);
    2. Effect the use of a contribution or distribution license other than the LGPL2.1; and
    3. Effect a reclassification, reorganization, dissolution, liquidation or winding up of the Foundation.
  4. Supermajority Vote. Notwithstanding anything to the contrary in these Bylaws, the Board may only take the following actions upon the approval of at least seventy-five percent (75%) of the directors in Good Standing represented at a Board meeting at which a quorum is present (a “Supermajority Vote”):
    1. Change the name of the SU2 Foundation;
    2. Select standards organizations through which to standardize SU2 APIs;
    3. Alter or amend the mission and purpose of the Foundation, as contemplated in these Bylaws, enter into or exit a line of business, or change the license terms under which any Foundation-hosted software is licensed;
    4. Increase, decrease or otherwise alter the composition and structure of the Board except as set forth in Section 4.3;
    5. Select and/or terminate the Executive Director
    6. Amend these Bylaws or the Certificate of Incorporation of the SU2 Foundation;
    7. Enter into an agreement of (A) merger or consolidation where the Foundation represents less than half of the voting power of the surviving entity immediately following the merger or consolidation, (B) the sale, lease, exclusive license, transfer or other disposition by the Foundation of all or substantially all of the assets of the Foundation or (C) transfer of the Foundation’s securities to a person or group of affiliated persons such that following such transfer, such person or group of affiliated persons would hold the majority of the voting power of the Company;
    8. Sell or dispose of any assets of the Foundation, other than non- exclusive licenses of Foundation-hosted software in the ordinary course of business;
    9. Borrow money or incur indebtedness on behalf of the Foundation in excess of $1,000,000;
    10. Make any loan or advance to, guarantee for the benefit of, or invest in any third party, other than reasonable advances to employees in the ordinary course of business or investments into wholly-owned subsidiaries of the Foundation;
    11. Selecting outside legal counsel; and
    12. Entering into any formal affiliation with another organization.
  5. Simple Majority Vote. Notwithstanding anything to the contrary in these Bylaws, for all other actions not specified by Sections 4.1 (c) or (d) above, and for which the Board has authority to take within the stated purpose of the SU2 Foundation as set forth in Section 3.1, such actions must be approved by no less than a simple majority of those directors in Good Standing represented at a Board meeting at which a quorum is present (a “Simple Majority Vote”). Such actions requiring a simple majority vote include, but are not limited to:
    1. Approve an annual community report for the SU2 Foundation;
    2. Approve the Executive Director’s compensation package;
    3. Approve the Board’s regular meeting schedule;
    4. Confirm Executive Director appointments to Standing Committees; and
    5. Appoint Board Committees.

Section 4.2 – Number and Qualification of Directors.

The authorized number of directors shall initially be five (5), but may be increased or decreased by resolution of the Board in accordance with Section 4.1(d)(iv) or Section 4.3; provided that the authorized size of the Board shall in no event be less than five (5). Directors may only be adult natural persons but need not be residents of Delaware or of the United States. Each director shall demonstrate his or her willingness to accept responsibility for governance and his or her availability to participate actively in governance activities.

Section 4.3 – Election, Designation, Nomination.

The initial Board shall be chosen by the incorporator to serve until their successors have been elected and seated at the first annual meeting of the directors. Except for the initial directors, the Board may elect the directors by Supermajority Vote at the annual meeting of the directors or by written consent. Each director, including a director elected to fill a vacancy, shall hold office until a successor has been elected and qualified except in the case of the death, resignation or removal of any director.

Section 4.4 – Terms of Office and Election Dates.

All directors shall hold office until their respective successors are appointed or elected, as applicable. There shall be no prohibition on re-election or re-designation of any director following the completion of that director’s term of office.

  1. Executive Director. The seat on the Board for the Executive Director is at the discretion of the other members of the Board. A unanimous decision by the other members of the Board can result in the Executive Director being removed from the Board and a replacement member to be named.

Section 4.5 – Good Standing

A director shall be deemed to be in “Good Standing”, and thus eligible to vote on issues coming before the Board, if the director has attended (in person or telephonically) a minimum of three (3) of the last four (4) Board meetings (if there have been at least four meetings), unless such absence has been approved by the Executive Director in his or her reasonable discretion. In the event a Board member is unavailable to attend or participate in a meeting of the Board, he or she may send a representative and may vote by proxy, which shall be included in determining whether the director is in Good Standing.

Section 4.6 – Voting; Electronic Voting.

  1. General. Each director in Good Standing shall be entitled to one (1) vote on each matter submitted to a vote of the Board.
  2. Electronic Voting. Electronic voting may be used in connection with both meetings of the Board and the solicitation of written consents as follows:
    1. Meetings. For purposes of soliciting electronic votes in connection with a meeting of the Board at which a quorum was present, the requisite number of votes that would have been required at such meeting to pass an action shall be required to pass an action via this electronic voting provision. Only those directors in attendance of the meeting shall be permitted to vote with respect to this Section 4.6(b)(i). The deadline for receipt of electronic votes with respect to any such vote shall be no sooner than two (2) weeks from the date of the meeting, as announced prior to adjournment of such meeting.
    2. Action Without Meeting. For purposes of taking action without a meeting, solicitation via electronic balloting and voting shall be permitted hereunder. Such procedure shall be initiated by the electronic distribution of ballots and all related materials for consideration by the Board to all of the directors in Good Standing at the time of such distribution. Thereafter, such directors shall be permitted to cast their votes electronically in response to the distributed ballots. The deadline for receipt of such electronic votes cast by the directors shall be no less than two (2) weeks from the date of mailing of the balloting materials, as set forth therein.

Section 4.7 – Reimbursement

Directors and members of Board Committees may receive such reimbursement for expenses as may be fixed or determined by resolution of the Board; provided, that, such reimbursement for expenses shall be reasonable and shall be comparable to reimbursements paid by unaffiliated entities for a like position.

Section 4.8 – Standard of Conduct

A director shall discharge the duties of a director, including duties as a member of any Board Committee upon which the director may serve, in good faith, with the care an ordinarily prudent person in a like position would exercise under similar circumstances. In discharging the duties of a director, a director shall be entitled to rely on information, opinions, reports or statements, including financial statements and other financial data, in each case if prepared or presented by: (a) one or more officers or employees of the SU2 Foundation whom the director reasonably believes to be reliable and competent in the matters presented; (b) legal counsel, public accountants or other persons as to matters the director reasonably believes are within the person’s professional or expert competence; or (c) a Board Committee as to matters within the Board Committee’s jurisdiction, if the director reasonably believes the Board Committee merits confidence. A director is not acting in good faith if the director has knowledge concerning the matter in question that makes reliance otherwise permitted in this Section 4.8 unwarranted.

Section 4.9 – Vacancies on Board

  1. Events Causing Vacancy. A vacancy or vacancies on the Board shall exist on the occurrence of the following: (i) the death or resignation of any director, (ii) the declaration by resolution of the Board of a vacancy in the office of a director who has been declared of unsound mind by an order of court or convicted of a felony (iii) the declaration by resolution of the Board of a vacancy in the office of a director who to has breached any duty arising under these Bylaws or the Certificate of Incorporation of the SU2 Foundation; or (iv) the increase of the authorized number of directors. A vacancy of a Board seat held by an Executive Director shall be filled by the Board appointing a temporary director until a new Executive Director has been selected.
  2. Resignations. Except as provided below, any director may resign by giving written notice to the chairman of the Board, if any, or to the Executive Director or the secretary of the Board. The resignation shall be effective when the notice is given unless it specifies a later time for the resignation to become effective. If a director’s resignation is effective at a later time, the Board may elect a successor to take office when the resignation becomes effective.
  3. Filling Vacancies. Vacancies on the Board shall be filled in the manner provided in Section 4.3 of these Bylaws. The director selected shall serve until the earlier of his or her death, resignation, removal or successor being nominated or designated, as applicable, and qualified.
  4. No Vacancy on Reduction of Number of Directors. No reduction of the authorized number of directors shall have the effect of removing any director before that director’s term of office expires.

Section 4.10 – Directors’ Meetings

  1. Place of Meetings. Meetings of the Board shall be held at any place within or outside Delaware that has been designated by resolution of the Board or in the notice of the meeting or, if not so designated, at the principal office of the Foundation. No Board meeting will be deemed to have been validly held unless the Executive Director provided notice of same to each of the directors in Good Standing at least ten (10) calendar days prior to such meeting, which notice will identify all potential actions to be undertaken by the Board at the Board meeting. No director will be intentionally excluded from Board meetings and all directors shall receive notice of the meeting as specified above; however, Board meetings need not be delayed or rescheduled merely because one or more of the directors cannot attend or participate so long as at least a quorum of the Board (as defined in Section 4.10(f) below) is represented at the Board meeting.
  2. Meetings by Telephone. Any meeting may be held by conference telephone or similar communication equipment, as long as all directors participating in the meeting can hear one another. All such directors shall be deemed to be present in person at such a meeting.
  3. Annual Meeting. Promptly following each annual meeting of members, the Board shall hold a regular meeting for purposes of organization, election of officers, and the transaction of other business. Notice of this meeting is not required.
  4. Other Regular Meetings. Other regular meetings of the Board may be held without notice at such time and place as the Board may fix from time to time.
  5. Special Meetings. Special meetings of the Board for any purpose may be called at any time by the chairman of the Board, if any, the Executive Director or by seventy-five percent (75%) or more of the directors in Good Standing and notice of such special meeting is given to all of the directors in accordance with section 4.1(a) above.
  6. Quorum. A majority of the authorized number of directors shall constitute a quorum for the transaction of business, except to adjourn. Notwithstanding the anything to the contrary in these Bylaws, if a certain director fails to attend two consecutive regularly-scheduled or special meetings of the Board, then the third meeting will only require a quorum of a majority of all other directors. Every action taken or decision made by a majority of the directors present at a duly held meeting at which a quorum is present shall be the act of the Board, subject to the more stringent provisions of the Delaware General Corporation Law, including, without limitation, those provisions relating to (i) approval of contracts or transactions between the Foundation and one or more directors or between the Foundation and any entity in which a director has a material financial interest, (ii) creation of and appointments to committees of the Board, and (iii) indemnification of directors. A meeting at which a quorum is initially present may continue to transact business, despite the withdrawal of directors, if any action taken or decision made is approved by at least a majority of the required quorum for that meeting.
  7. Waiver of Notice. Notice of a meeting need not be given to any director who, either before or after the meeting, signs a waiver of notice, a written consent to the holding of the meeting, or an approval of the minutes of the meeting. The waiver of notice or consent need not specify the purpose of the meeting. All such waivers, consents, and approvals shall be filed with the corporate records or made a part of the minutes of the meetings. Notice of a meeting need not be given to any director who attends the meeting and does not protest, before or at the commencement of the meeting, the lack of notice to him or her.
  8. Adjournment. A majority of the directors present, whether or not a quorum is present, may adjourn any meeting to another time and place.
  9. Notice of Adjourned Meeting. Notice of the time and place of holding an adjourned meeting need not be given unless the original meeting is adjourned for more than 24 hours. If the original meeting is adjourned for more than 24 hours, notice of any adjournment to another time and place shall be given, before the time of the adjourned meeting, to the directors who were not present at the time of the adjournment.

Section 4.11 – Action Without a Meeting

Unless otherwise restricted by the Certificate of Incorporation or these Bylaws, any action required or permitted to be taken by the Board may be taken without a meeting and without prior notice if a majority of Directors then in office (or such greater number of Directors as may be required by law or the Bylaws of the Foundation for the taking of any such action at a meeting) consent thereto in writing or by electronic transmission, and the writing or writings, or electronic transmission or transmissions, are filed with the minutes of proceedings of the Board, provided that:
  1. such written consent shall have been sent simultaneously to all Directors then in office for their consideration;
  2. prompt written notice of any action so taken is given to those Directors who have not consented in writing or by electronic transmission; and
  3. two or more such Directors, or one or more such Directors in case of actions pursuant to Section 4.1(c), have not objected to the taking of any such action by written notice delivered to the Foundation within ten business days following the date that written notice of the Directors action is mailed or otherwise delivered to such Directors.
Such filing shall be in paper form if the minutes are maintained in paper form and shall be in electronic form if the minutes are maintained in electronic form.
  1. Notwithstanding the foregoing, the ability of two or more non-consenting Directors to prevent the taking of an action by written consent under clause 4.6(a) above shall not prevent any such action from being taken at a later date at an actual meeting of the Board.
  2. Unless otherwise restricted by the Certificate of Incorporation or these Bylaws, any action required or permitted to be taken at any meeting of any Board Committee may be taken in the manner set forth in the preceding clauses 4.6(a) and 4.6(b).

Section 4.12 – Director Conflict of Interest

No contract or transaction between the Foundation and one or more of its directors or officers, or between the Foundation and any other corporation, partnership, association, or other organization in which one or more of its directors or officers, are directors or officers, or have a financial interest, shall be void or voidable solely for this reason, or solely because the director or officer is present at or participates in the meeting of the board or committee which authorizes the contract or transaction, or solely because any such director’s or officer’s votes are counted for such purpose, if:
  1. The material facts as to the director’s or officer’s relationship or interest and as to the contract or transaction are disclosed or are known to the Board or the committee, and the Board or committee in good faith authorizes the contract or transaction by the affirmative votes of a majority of the disinterested directors, even though the disinterested directors be less than a quorum; and
  2. The contract or transaction is fair as to the Foundation as of the time it is authorized, approved or ratified, by the Board or a committee.

Common or interested directors may be counted in determining the presence of quorum at a meeting of the Board or a committee thereof which authorizes, approves or ratifies such contract or transaction.

Section 4.13 – Compensation and Reimbursement

Directors may receive such compensation, if any, for their services, and such reimbursement of expenses, as may be determined by Board resolution to be just and reasonable as to the Foundation at the time the resolution is adopted.

Article V – Membership

The corporation shall not have any members. The management of affairs of the corporation shall be vested in the Board, as defined in these Bylaws.

Article VI – Committees

Section 6.1 – Establishment

The Board, by resolution adopted by a majority of the directors then in office, provided a quorum is present, may create one or more committees of the Board, each consisting of two or more individuals who may be directors or non-directors. Appointments to committees shall be by majority vote of the directors then in office, or other procedure established by the Board. The Board of Directors shall retain the right to limit the powers and duties of any committee that it has created and to disband any such committees in its sole discretion. Any such committee, to the extent provided in the Board resolution, shall have all the authority of the Board except that no committee, regardless of Board resolution, may:

  1. Fill vacancies on the Board or on any committee that has the authority of the Board;
  2. Amend or repeal Bylaws or adopt new Bylaws;
  3. Amend or repeal any Board resolution that by its express terms is not so amendable or repealable; or
  4. Create any other committees of the Board or appoint the members of the Committees of the Board.

Section 6.2 – Program Steering Committees

  1. Establishment. As it deems appropriate, the Board may approve the establishment of new programs to be sponsored by the Foundation. A program may encompass software projects, working groups, and other activities related to an area of interest to the Board. Each program shall be governed by a Program Steering Committee (a “PSC”) established as a committee of the Board.
  2. Governance. Each PSC shall have authority over its Program’s technical and internal governance matters, consistent with the Program Governance Policy approved by the Board.
  3. Meetings and Action of Committees. Meetings and actions of committees shall be governed by, held, and taken in accordance with, the provisions of these Bylaws concerning meetings and other Board actions except that the time for regular meetings of such committees and calling of special meetings of such committees may be determined either by Board resolution, or if there is none, by resolution of the committee. Minutes of each meeting of any committee shall be kept and shall be filed with the corporate records. The Board may adopt rules for the government of any committee that are consistent with these Bylaws or, in the absence of rules adopted by the Board, the committee may adopt such rules.

Article VII – Officers

Section 7.1 – Officers of the Foundation

The officers of the Foundation shall be an Executive Officer, a secretary, and a chief financial officer. The terms “Executive Director” and “president” are used interchangeably in these Bylaws to refer to the general manager of the Foundation, who shall carry out the duties set forth in Section 7.7(b) and shall have such other powers and duties as the Board or Bylaws may prescribe. The Foundation may also have, at the Board’s discretion, a chairman of the Board, one or more vice presidents, one or more assistant secretaries, one or more assistant treasurers, and such other officers as may be appointed in accordance with Section 7.3 of these Bylaws. Any number of offices may be held by the same person.

Section 7.2 – Election of Officers

The officers of the Foundation, except those appointed under Section 7.3 of these Bylaws, shall be chosen by the Board and shall serve at the pleasure of the Board, subject to the rights, if any, of any officer under any contract of employment.

Section 7.3 – Other Officers

The Board may appoint and may authorize the chairman of the Board, the Executive Director, or other officer to appoint, any other officers that the Foundation may require. Each officer so appointed shall have the title, hold office for the period, have the authority, and perform the duties specified in the Bylaws or determined by the Board.

Section 7.4 – Removal of Officers

Without prejudice to any rights of an officer under any contract of employment, an officer may be removed with or without cause by the Board, and also, if the officer was not chosen by the Board, by an officer on whom the Board may confer that power of removal.

Section 7.5 – Resignation of Officers

Any officer may resign at any time by giving written notice to the Foundation. The resignation shall take effect as of the date the notice is received or at any time specified in the notice and, unless otherwise specified in the notice, the resignation need not be accepted to be effective. Any resignation shall be without prejudice to the rights, if any, of the Foundation under any contract to which the officer is a party.

Section 7.6 – Vacancies of Office

A vacancy in any office because of death, resignation, removal, disqualification, or any other cause shall be filled in the manner prescribed in these Bylaws for regular appointments to that office, provided, however, that vacancies need not be filled on an annual basis.

Section 7.7 – Responsibilities of Officers

  1. Chairman of the Board. If a chairman of the Board is elected, he or she shall preside at Board meetings and shall exercise and perform such other powers and duties as the Board may assign from time to time. If there is no president, the chairman of the Board shall also be the chief executive officer and shall have the powers and duties prescribed by these Bylaws for the Executive Director of the Foundation.
  2. Executive Director (President). Subject to such supervisory powers as the Board may give to the chairman of the Board, if any, and subject to the control of the Board, the Executive Director shall be the general manager of the Foundation and shall supervise, direct, and control the Foundation’s activities, affairs and officers. The Executive Director shall have such other powers and duties as the Board or Bylaws may prescribe.
  3. Vice Presidents. In the absence or disability of the Executive Director, the vice presidents, if any, in order of their rank as fixed by the Board or, if not ranked, a vice president designated by the Board, shall perform all duties of the Executive Director. When so acting, a vice president shall have all powers of and be subject to all restrictions on the Executive Director. The vice presidents shall have such other powers and perform such other duties as the Board or the Bylaws may prescribe.
  4. Secretary.
    1. Books of Minutes. The secretary shall keep or cause to be kept, at the Foundation’s principal office or such other place as the Board may direct, a book of minutes of all meetings, proceedings, and actions of the Board and of committees of the Board. The minutes of meetings shall include the time and place of holding, whether the meeting was annual, regular, or special and, if special, how authorized, the notice given, the names of those present at Board and committee meetings. The secretary shall keep or cause to be kept, at the principal office, a copy of the articles of incorporation and Bylaws, as amended to date.
    2. Notices, Seal, and Other Duties. The secretary shall give, or cause to be given, notice of all meetings of the Board, and of committees of the Board required by these Bylaws to be given. The secretary shall keep the corporate seal in safe custody and shall have such other powers and perform such other duties as the Board or the Bylaws may prescribe.
  5. Chief Financial Officer.
    1. Books of Account. The chief financial officer shall keep and maintain, or cause to be kept and maintained, adequate and correct books and accounts of the Foundation’s properties and transactions. The chief financial officer shall send or cause to be given to the directors such financial statements and reports as are required by law, by these Bylaws, or by the Board to be given. The books of account shall be open to inspection by any director at all reasonable times.
    2. Deposit and Disbursement of Money and Valuables. The chief financial officer shall deposit, or cause to be deposited, all money and other valuables in the name and to the credit of the Foundation with such depositories as the Board may designate, shall disburse the Foundation’s funds as the Board may order, shall render to the president, chairman of the Board, if any, and the Board, when requested, an account of all transactions as chief financial officer and of the financial condition of the Foundation, and shall have such other powers and perform such other duties as the Board or the Bylaws may prescribe.
    3. Bond. If required by the Board, the chief financial officer shall give the Foundation a bond in the amount and with the surety or sureties specified by the Board for faithful performance of the duties of the office and for restoration to the Foundation of all its books, papers, vouchers, money, and other property of every kind in the possession or under the control of the chief financial officer on his or her death, resignation, retirement, or removal from office.

Article VIII – Indemnification

Section 8.1 – Right of Indemnity

To the fullest extent permitted by law as in effect from time to time, the Foundation shall indemnify its directors, officers, employees, and other persons described in Section 145 of the Delaware General Corporation Law, including persons formerly occupying any such position, against all expenses, judgments, fines, settlements, and other amounts actually and reasonably incurred by them in connection with any “proceeding,” as that term is used in that Section, and including an action by or in the right of the Foundation, by reason of the fact that the person is or was a person described in that Section. “Expenses,” as used in this Bylaw, shall have the same meaning as in Section 145(e) of the Delaware General Corporation Law.

Section 8.2 – Approval of Indemnity

On written request to the Board by any person seeking indemnification under Section 145 of the Delaware General Corporation Law, the Board shall promptly determine under Section 145(d) of the Delaware General Corporation Law whether the applicable standard of conduct set forth in Section 145(a) or Section 145(b) has been met and, if so, the Board shall authorize indemnification.

Section 8.3 – Advancement of Expenses

To the fullest extent permitted by law as in effect from time to time and except as otherwise determined by the Board in a specific instance, expenses incurred by a person seeking indemnification under Sections 8.1 and 8.2 of these Bylaws in defending any proceeding covered by those Sections shall be advanced by the Foundation before final disposition of the proceeding, on receipt by the Foundation of an undertaking by or on behalf of that person that the advance will be repaid unless it is ultimately determined that the person is entitled to be indemnified by the Foundation for those expenses.

Article IX – Insurance

Section 9.1

The Foundation shall have the right to purchase and maintain insurance to the full extent permitted by law on behalf of its officers, directors, employees, and other agents, against any liability asserted against or incurred by any officer, director, employee, or agent in such capacity or arising out of the officer’s, director’s, employee’s, or agent’s status as such.

Article X – Records and Inspection Rights

Section 10.1 – Maintenance of Corporate Records

The Foundation shall keep adequate and correct books and records of account and shall keep written minutes of the proceedings of its Board and committees of the Board. The Foundation shall keep at its registered office or principal place of business, or at the office of its transfer agent or registrar, a record of each director’s name, address, and telephone number.

Section 10.2 – Maintenance of Articles and Bylaws

The Foundation shall keep at its principal office the original or a copy of the articles of incorporation and Bylaws, as amended to date.

Section 10.3 – Inspection by Directors

Every director shall have the absolute right at any reasonable time to inspect the Foundation’s books, records, documents of every kind, physical properties, and the records of each of its subsidiaries. The inspection may be made in person or by the director’s agent or attorney. The right of inspection includes the right to copy and make extracts of documents.

Article XI – Reports

Section 11.1 – Annual Report

  1. The Board shall cause the books and records of account of the Foundation to be audited by certified public accountants, to be selected by the Board, at least once each fiscal year and at such other times as it may deem necessary or appropriate. The fiscal year of this corporation shall end on the last day of December of each year.
  2. This Section 11.1 shall not apply if the Foundation receives less than $10,000 in gross revenues or receipts during the fiscal year.

Article XII – Construction and Definitions

Section 12.1

Unless the context requires otherwise, the general provisions, rules of construction, and definitions in the Delaware General Corporation Law shall govern the construction of these Bylaws. Without limiting the generality of the preceding sentence, the masculine gender includes the feminine and neuter, the singular includes the plural and the plural includes the singular, and the term “person” includes both a legal entity and a natural person.

Article XIII – Amendments

Section 13.1 – Amendment by the Board

High Vote Requirements. If any provision of these Bylaws requires the vote of a larger proportion of the Board than otherwise required by law, such provision may not be altered, amended, or repealed except by that greater vote.

Article XIV – General

Section 14.1 – Checks

All checks or demands for money and notes of the Foundation shall be signed by such officer or officers or such other person or persons as the Board may from time to time designate.

Section 14.2 – Fiscal Year

The fiscal year of the Foundation shall be fixed by resolution of the Board.

Section 14.3 – Deposits

All funds of the Foundation not otherwise employed shall be deposited from time to time to the credit of the Foundation in such depositories as the Board shall direct.

Section 14.4 – Counterpart Execution; Facsimile Execution and Electronic Signatures

Any document requiring the signature of the directors may be executed in any number of counterparts with the same effect as if all of the required signatories had signed the same document. Such execution may be transmitted to the Foundation and/or the other directors by facsimile, or by electronically signed delivery in a form accepted by the Board, and such facsimile or electronically signed execution shall have the full force and effect of an original signature. All fully executed counterparts, whether original executions or facsimile or electronically signed executions or a combination, shall be construed together and shall constitute one and the same agreement.

Section 14.5 – Form and Transition in Written Notice

Wherever “written notice” or “notice” is required of the Foundation, the notice may be provided as a letter or other printed document, or it may be provided as an electronically stored document in a format that can be read by the recipient. Such notice may be transmitted to the recipient by any of the following means: in person, by first class or express mail, or by fax, by email or other electronic transmission. If made in person, such notice will be deemed to be delivered immediately. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail or with an express mail service provider, addressed to the recipient at his, her or its address of record, with postage thereon prepaid. If faxed or emailed, such notice shall be deemed to be delivered when the recipient, or a representative of the recipient, confirms receipt.

Section 14.6 – Execution of Contracts

The Board of Directors may authorize any officer, employee, or agent to enter into any contract or execute any contract or execute any instrument in the name of and on behalf of this corporation and such authority may be general or confirmed to specific instances. Unless so authorized by the Board of Directors, no officer, agent, or employee shall have any power or authority to bind this corporation by any contract or engagement or to pledge its credit or to render it liable for any purpose or in any amount; provided, however, that any such contract or instrument between this corporation and any third person, when signed by the Chairman of the Board, shall be valid and binding upon this corporation in the absence of actual knowledge on the part of said third person that the signing officers had no authority to execute the same.

Section 14.7 – Corporate Loans, Guarantees and Advances

This corporation shall not make any advances or make any loan of money or property to or guarantee the obligation of any director or officer.

Section 14.8 – Political Activities

This corporation shall not make any political expenditure or lobbying expenditure which will result in the loss of, or otherwise adversely affect, its status as a tax-exempt organization under the Internal Revenue Code of 1986, as amended.

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