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| <div class="container"> <h2 id="article-i"><a id="A1" name="A1">ARTICLE I</a><a class="headerlink" href="#article-i" title="Permalink">¶</a></h2> |
| <h3 id="business-offices">Business Offices<a class="headerlink" href="#business-offices" title="Permalink">¶</a></h3> |
| <p>The corporation shall have such offices either within or outside the State |
| of Delaware and within or outside the United States, as the Board of |
| Directors may from time to time determine or as the business of the |
| corporation may require.</p> |
| <h2 id="article-ii"><a id="A2" name="A2">ARTICLE II</a><a class="headerlink" href="#article-ii" title="Permalink">¶</a></h2> |
| <h3 id="registered-offices-and-registered-agents">Registered Offices and Registered Agents<a class="headerlink" href="#registered-offices-and-registered-agents" title="Permalink">¶</a></h3> |
| <p><strong><a id="2.1" name="2.1">Section 2.1.</a>Delaware.</strong> The address of the |
| initial registered office in the State of Delaware and the name of the |
| initial registered agent of the corporation at such address are set forth |
| in the Certificate of Incorporation. The corporation may, from time to |
| time, designate a different address as its registered office or a different |
| person as its registered agent, or both; provided, however, that such |
| designation shall become effective upon the filing of a statement of such |
| change with the Secretary of State of the State of Delaware as is required |
| by law.</p> |
| <p><strong><a id="2.2" name="2.2">Section 2.2.</a>Other States.</strong> In the event the |
| corporation desires to qualify to do business in one or more states other |
| than Delaware, the corporation shall designate the location of the |
| registered office in each such state and designate the registered agent for |
| service of process at such address in the manner provided by the law of the |
| state in which the corporation elects to be qualified.</p> |
| <h2 id="article-iii"><a id="A3" name="A3">ARTICLE III</a><a class="headerlink" href="#article-iii" title="Permalink">¶</a></h2> |
| <h3 id="meetings-of-members">Meetings of Members<a class="headerlink" href="#meetings-of-members" title="Permalink">¶</a></h3> |
| <p><strong><a id="3.1" name="3.1">Section 3.1.</a>Place of Meetings.</strong> Meetings of |
| the members shall be held at the principal office of the corporation or any |
| other place (within or outside the State of Delaware and within or outside |
| the United States) designated in the notice of the meeting.</p> |
| <p><strong><a id="3.2" name="3.2">Section 3.2.</a>Annual Meeting.</strong> A meeting of the |
| members shall be held annually at such time as the Board of Directors may |
| determine (which shall be, in the case of the first annual meeting, not |
| more than thirteen (13) months after the organization of the corporation |
| and, in the case of all other meetings, not more than thirteen (13) months |
| after the date of the last annual meeting), at which annual meeting the |
| members shall elect a Board of Directors and transact other proper |
| business.</p> |
| <p><strong><a id="3.3" name="3.3">Section 3.3.</a>Special Meetings.</strong> Special |
| meetings of the members shall be held when directed by the Chairman, |
| President or the Board of Directors, or when requested in writing by not |
| less than ten percent (10%) of all members entitled to vote at the meeting. |
| The call for the meeting shall be issued by the Secretary, unless the |
| Chairman, President, Board of Directors or members requesting the meeting |
| shall designate another person to do so.</p> |
| <p><strong><a id="3.4" name="3.4">Section 3.4.</a>Notice.</strong> Written notice stating |
| the place, date and hour of the meeting and, in the case of a special |
| meeting, the purpose or purposes for which the meeting is called, shall be |
| delivered not less than ten (10) nor more than sixty (60) days before the |
| date of the meeting, either personally or by first class mail, by or at the |
| direction of the Chairman, President, the Secretary, or the officer or |
| persons calling the meeting, to each member of record entitled to vote at |
| such meeting. If mailed, such notice shall be deemed to be delivered when |
| deposited in the United States mail addressed to the member at his or her |
| address as it appears in the membership records of the corporation, with |
| postage thereon prepaid.</p> |
| <p>Notwithstanding the above paragraph, the corporation shall not be required |
| to give notice of a members' meeting to any member to whom notice of two |
| consecutive annual meetings, and all notices of meetings or of the taking |
| of action by written consent without a meeting to such member during the |
| period between such two consecutive annual meetings, have been mailed under |
| the procedures outlined above and have been returned undeliverable. Any |
| action or meeting which shall be taken or held without notice to such |
| member shall have the same force and effect as if such notice had been duly |
| given. If any such member delivers to the corporation a written notice |
| setting forth his or her then current address, the requirement that notice |
| be given to such member shall be reinstated.</p> |
| <p><strong><a id="3.5" name="3.5">Section 3.5.</a>Notice of Adjourned Meetings.</strong> |
| When a meeting is adjourned to another time or place, the corporation shall |
| not be required to give any notice of the adjourned meeting if the time and |
| place to which the meeting is adjourned are announced at the meeting at |
| which the adjournment is taken. At the adjourned meeting, any business may |
| be transacted that might have been transacted at the original meeting. If, |
| however, the adjournment is for more than thirty (30) days, or if after the |
| adjournment the Board of Directors fixes a new record date for the |
| adjourned meeting, a notice of the adjourned meeting shall be given as |
| provided in Section 3.4 above, to each member of record on the new record |
| date entitled to vote at such meeting.</p> |
| <p><strong><a id="3.6" name="3.6">Section 3.6.</a>Waiver of Notice.</strong> Whenever |
| notice is required to be given to any member, a waiver thereof in writing, |
| signed by the person or persons entitled to such notice, whether before or |
| after the time stated therein, shall be the equivalent to the giving of |
| such notice. Attendance by a person at a meeting shall constitute a waiver |
| of notice of such meeting, except when the person attends a meeting for the |
| express purpose of objecting, at the beginning of the meeting, to the |
| transaction of business because the meeting is not lawfully called or |
| convened. Neither the business to be transacted at, nor the purpose of any |
| regular or special meeting of the members need be specified in the written |
| waiver of notice.</p> |
| <p><strong><a id="3.7" name="3.7">Section 3.7.</a>Fixing Record Date.</strong></p> |
| <p>(a) For the purpose of determining members entitled to notice of or to vote |
| at any meeting of members or any adjournment thereof, the Board of |
| Directors may fix a record date, which record date shall not precede the |
| date upon which the resolution fixing the record date is adopted by the |
| Board of Directors, and which record date shall not be more than 60 nor |
| less than 10 days before the date of such meeting. If no record date is |
| fixed by the Board of Directors, the record date for determining members |
| entitled to notice of or to vote at a meeting of members shall be at the |
| close of business on the day next preceding the day on which notice is |
| given, or, if notice is waived, at the close of business on the day next |
| preceding the day on which the meeting is held. A determination of members |
| of record entitled to notice of or to vote at a meeting of members shall |
| apply to any adjournment of the meeting; provided, however, that the Board |
| of Directors may fix a new record date for the adjourned meeting.</p> |
| <p>(b) For purposes of determining the members entitled to consent to |
| corporate action in writing without a meeting, the Board of Directors may |
| fix a record date, which record date shall not precede the date upon which |
| the resolution fixing the record date is adopted by the Board of Directors, |
| and which date shall not be more than 10 days after the date upon which the |
| resolution fixing the record date is adopted by the Board of Directors. If |
| no record date has been fixed by the Board of Directors, the record date |
| for determining members entitled to consent to corporate action in writing |
| without a meeting, when no prior action by the Board of Directors is |
| required by the General Corporation Laws of the State of Delaware, shall be |
| the first date on which a signed written consent setting forth the action |
| taken or proposed to be taken is delivered to the corporation by delivery |
| to its registered office in the State of Delaware, its principal place of |
| business or an officer or agent of the corporation having custody of the |
| books in which proceedings of meetings of members are recorded. Delivery |
| made to a corporation's registered office shall be by hand or by certified |
| or registered mail, return receipt requested. If no record date has been |
| fixed by the Board of Directors and prior action by the Board of Directors |
| is required by the General Corporation Law of the State of Delaware, the |
| record date for determining members entitled to consent to corporate action |
| in writing without a meeting shall be at the close of business on the day |
| on which the Board of Directors adopts the resolution taking such prior |
| action.</p> |
| <p>(c) For purposes of determining the members entitled to exercise any |
| rights, or for the purpose of any other lawful action, the Board of |
| Directors may fix a record date, which record date shall not precede the |
| date upon which the resolution fixing the record date is adopted, and which |
| record date shall be not more than 60 days prior to such action. If no |
| record date is fixed, the record date for determining members for any such |
| purpose shall be at the close of business on the day on which the Board of |
| Directors adopts the resolution relating thereto.</p> |
| <p><strong><a id="3.8" name="3.8">Section 3.8.</a>Record of Members Having Voting |
| Rights.</strong> The officer or agent having charge of the membership records of |
| the corporation shall prepare and make, at least ten (10) days before each |
| meeting of members, a complete list of the members entitled to vote at such |
| meeting, arranged in alphabetical order, and showing the name, address, |
| telephone number, facsimile number and electronic mail address of each |
| member. For a period of ten (10) days prior to such meeting, the list shall |
| be open to the examination of any member, for any purpose germane to the |
| meeting, during ordinary business hours, either at a place within the city |
| where such meeting is to be held, which place shall be specified in the |
| notice of the meeting, or if not so specified, at the place where such |
| meeting is to be held. The list shall also be produced and kept open at the |
| time and place of the meeting and shall be subject to inspection by any |
| member at any time during the meeting. Upon the willful neglect or refusal |
| of the directors to produce such a list at any meeting for the election of |
| directors, such directors shall be ineligible for election to any office at |
| such meeting.</p> |
| <p><strong><a id="3.9" name="3.9">Section 3.9.</a>Member Quorum.</strong> Except as |
| otherwise required by law, by the Certificate of Incorporation or by these |
| Bylaws, one-third (1/3) of the members entitled to vote, represented in |
| person or represented by proxy, shall constitute a quorum at a meeting of |
| members. When a specified item of business is required to be voted on by a |
| class of members (if the members are divided into classes), one third (1/3) |
| of such class of members, represented in person or represented by proxy, |
| shall constitute a quorum for the transaction of such item of business by |
| that class of members. If a quorum is present, the affirmative vote of a |
| majority of the members represented at the meeting and entitled to vote on |
| the subject matter shall be the act of the members, unless the vote of a |
| greater number or voting by class is required by the General Corporation |
| Law of the State of Delaware or by the Certificate of Incorporation or by |
| these Bylaws. The directors shall be elected by a plurality of the votes of |
| the members present in person or represented by proxy at the meeting and |
| entitled to vote on the election of directors. Where a separate vote by |
| class of members is required, the affirmative vote of a plurality of |
| members of such class represented at the meeting shall be the act of such |
| class unless the vote of a greater number is required by the General |
| Corporation Law of the State of Delaware, the Certificate of Incorporation |
| or these Bylaws.</p> |
| <p>After a quorum has been established at a members' meeting, the subsequent |
| withdrawal of members, so as to reduce the number of members in person or |
| represented by proxy entitled to vote at the meeting below the number |
| required for a quorum, shall not affect the validity of any action taken at |
| the meeting or any adjournment thereof.</p> |
| <p>After a quorum has been established at a members' meeting, the subsequent |
| admission of new members, so as to increase the number of members required |
| for a quorum above the number of members present in person or represented |
| by proxy entitled to vote at the meeting, shall not affect the validity of |
| any action taken at the meeting or any adjournment thereof.</p> |
| <p><strong><a id="3.10" name="3.10">Section 3.10.</a>Voting.</strong> Each member (except |
| emeritus members) shall be entitled to one vote on each matter submitted to |
| a vote at a meeting of the members, except as may otherwise be provided in |
| the General Corporation Law of the State of Delaware.</p> |
| <p>A member may vote either in person or by proxy executed in writing by the |
| member or his or her duly authorized attorney-in-fact.</p> |
| <p><strong><a id="3.11" name="3.11">Section 3.11.</a>Proxies.</strong> Every member |
| entitled to vote at a meeting of members or to express consent or dissent |
| to corporate action in writing without a meeting, or a member's duly |
| authorized attorney-in-fact, may authorize another person or persons to act |
| for him/her by proxy.</p> |
| <p>Every proxy must be signed by the member or his or her attorney-in-fact. No |
| proxy shall be valid after three (3) years from its date, unless otherwise |
| provided in the proxy. All proxies shall be revocable.</p> |
| <p><strong><a id="3.12" name="3.12">Section 3.12.</a>Action by Members Without a |
| Meeting.</strong> Any action required to be taken or which may be taken at any |
| annual or special meeting of members of the corporation, may be taken |
| without a meeting, without prior notice and without a vote, if a written |
| consent setting forth the action so taken shall be signed by members having |
| not less than the minimum number of votes that would be necessary to |
| authorize or take such action at a meeting at which all members entitled to |
| 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 date on which the earliest |
| consent was delivered to the corporation. Prompt notice of the taking of |
| the corporate action without a meeting by less than unanimous written |
| consent shall be given to those members who have not consented in writing.</p> |
| <h2 id="article-iv"><a id="A4" name="A4">ARTICLE IV</a><a class="headerlink" href="#article-iv" title="Permalink">¶</a></h2> |
| <h3 id="members">Members<a class="headerlink" href="#members" title="Permalink">¶</a></h3> |
| <p><strong><a id="4.1" name="4.1">Section 4.1.</a>Admission of Members.</strong> To be |
| eligible for membership, a person or entity must be nominated by a current |
| member of the corporation and must complete a written membership |
| application in such form as shall be adopted by the Board of Directors from |
| time to time. The nomination must be included in a notice to the members, |
| if any, of the corporation at least ten (10) days prior to any vote on the |
| applicant's admission, which notice may be by electronic means. The initial |
| members of the corporation shall be admitted upon the affirmative vote of |
| the Board of Directors of the Corporation at the initial meeting of the |
| Board of Directors. Thereafter, members of the corporation shall be |
| admitted as members of the corporation only by a majority vote of the |
| existing members of the corporation, and after receipt by the Secretary of |
| a membership application completed by each such proposed member within |
| thirty (30) days following the vote.</p> |
| <p><strong><a id="4.2" name="4.2">Section 4.2.</a>Emeritus Members.</strong> An emeritus |
| member is a former member whose membership has been suspended and converted |
| to emeritus status, either voluntarily or by action of the members, such |
| that all membership rights of the emeritus member, including the right to |
| vote and be counted for purposes of quorum, are suspended and terminated |
| until the emeritus member's membership is reinstated by subsequent action |
| of the members.</p> |
| <p>Upon the effective date of conversion of the membership of any member to |
| emeritus status, the membership, including all related voting rights, of |
| such member shall be suspended, except that such emeritus member shall be |
| entitled to attend (but not vote) at meetings of the members, and the |
| officers of the corporation shall attempt, in good faith, to continue to |
| deliver notices of meetings of the members of the corporation to such |
| emeritus member. References in these Bylaws to a "member" or to the |
| "members" of the corporation shall not include any emeritus member unless |
| explicitly provided otherwise.</p> |
| <p><strong><a id="4.3" name="4.3">Section 4.3.</a>Voluntary Conversion of Membership |
| to Emeritus Status.</strong> Members may convert their membership to emeritus |
| status at any time upon ten (10) days' written, signed notice delivered to |
| an officer of the corporation.</p> |
| <p><strong><a id="4.4" name="4.4">Section 4.4.</a>Involuntary Conversion of |
| Membership to Emeritus Status.</strong> Upon an affirmative vote of a two-thirds |
| majority of the members of the corporation, the membership of a member |
| shall be converted into an emeritus membership.</p> |
| <p><strong><a id="4.5" name="4.5">Section 4.5.</a>Reinstatement of Membership of |
| Emeritus Members.</strong> Upon receipt of a written request and a new membership |
| application from an emeritus member and upon an affirmative vote of a |
| majority of the members of the corporation approving such membership |
| application, such emeritus member membership shall be reinstated as a full |
| member of the corporation, and shall be entitled to exercise all rights as |
| a member of the corporation, including all related voting rights.</p> |
| <p><strong><a id="4.6" name="4.6">Section 4.6.</a>Voluntary Withdrawal from |
| Membership.</strong> Members (including emeritus members) may withdraw from |
| membership in the corporation at any time upon ten (10) days' written, |
| signed notice delivered to an officer of the corporation.</p> |
| <p><strong><a id="4.7" name="4.7">Section 4.7.</a>Termination from Membership.</strong> No |
| member may have his, her or its membership terminated except by an |
| affirmative vote of a two-thirds majority of the members of the |
| corporation.</p> |
| <p><strong><a id="4.8" name="4.8">Section 4.8.</a>Effect of Withdrawal or |
| Termination of Membership.</strong> Upon any withdrawal or termination of the |
| membership of any member, the membership, including all related voting |
| rights, of such member shall be terminated. After a withdrawal or |
| termination of the membership of any member, or a conversion of the |
| membership of any member to emeritus status, such member may reapply for |
| membership in accordance with Section 4.1 of these Bylaws.</p> |
| <h2 id="article-v">ARTICLE V<a class="headerlink" href="#article-v" title="Permalink">¶</a></h2> |
| <h3 id="directors">Directors<a class="headerlink" href="#directors" title="Permalink">¶</a></h3> |
| <p><strong><a id="5.1" name="5.1">Section 5.1.</a>Powers.</strong> The business and affairs |
| of the corporation shall be managed by or under the direction of the Board |
| of Directors, which may exercise all such powers of the corporation and do |
| all such lawful acts and things as are not by statute or by the Certificate |
| of Incorporation or by these Bylaws specifically reserved to the members.</p> |
| <p><strong><a id="5.2" name="5.2">Section 5.2.</a>Qualification.</strong> Directors need |
| not be residents of Delaware or of the United States nor members of the |
| corporation.</p> |
| <p><strong><a id="5.3" name="5.3">Section 5.3.</a>Compensation.</strong> The Board of |
| Directors shall have authority to fix the compensation of directors unless |
| otherwise provided in the Certificate of Incorporation.</p> |
| <p><strong><a id="5.4" name="5.4">Section 5.4.</a>Number.</strong> The corporation shall |
| initially have nine (9) directors. Thereafter, the number of directors |
| shall be fixed by the members at each annual meeting of members.</p> |
| <p><strong><a id="5.5" name="5.5">Section 5.5.</a>Election and Term.</strong> Each person |
| named in the Certificate of Incorporation or elected by the incorporator(s) |
| at the organization meeting, as the case may be, as a member of the initial |
| Board of Directors shall hold office until the first annual meeting of |
| members and until his or her successor shall have been elected and |
| qualified or until his or her earlier resignation, removal or death.</p> |
| <p>At the first annual meeting of members and at each annual meeting |
| thereafter, the members shall elect directors to hold office until the next |
| succeeding annual meeting. Each director shall hold office for the term for |
| which he or she is elected and until his or her successor shall have been |
| elected and qualified or until his or her earlier resignation, removal or |
| death.</p> |
| <p><strong><a id="5.6" name="5.6">Section 5.6.</a>Resignation and Removal of |
| Directors.</strong> A director may resign at any time upon written request to the |
| corporation. Furthermore, any director or the entire Board of Directors may |
| be removed, with or without cause, by a vote of the majority of the members |
| entitled to vote for the election of directors or as otherwise provided in |
| the General Corporation Law of the State of Delaware.</p> |
| <p><strong><a id="5.7" name="5.7">Section 5.7.</a>Vacancies.</strong> Any vacancy occurring |
| in the Board of Directors, including any vacancy created by reason of an |
| increase in the authorized number of directors, may be filled by the |
| affirmative vote of a majority of the remaining directors though less than |
| a quorum of the Board of Directors or by a sole remaining director. If |
| there is more than one class of members, vacancies of directorships elected |
| by such class may be filled by a majority of the directors elected by such |
| class or by a sole remaining director. A director elected to fill a vacancy |
| shall hold office only until the next election of directors by the members.</p> |
| <p><strong><a id="5.8" name="5.8">Section 5.8.</a>Quorum and Voting.</strong> A majority of |
| the number of directors fixed in accordance with these Bylaws shall |
| constitute a quorum for the transaction of business. The vote of a majority |
| of the directors present at a meeting at which a quorum is present shall be |
| the act of the Board of Directors.</p> |
| <p><strong><a id="5.9" name="5.9">Section 5.9.</a>Executive and Other Committees.</strong> |
| The Board of Directors, by resolution adopted by a majority of the full |
| Board of Directors, may designate an Executive Committee from among its |
| members and such other committees consisting of at least one director as |
| determined by the Board of Directors from time to time. Each committee, to |
| the extent provided in such authorizing resolution, shall have and may |
| exercise all the power and authority of the Board of Directors in the |
| management of the business and affairs of the corporation, as limited by |
| the laws of the State of Delaware.</p> |
| <p>The Board of Directors, by resolution adopted in accordance with this |
| section, may designate one or more directors as alternate members of any |
| such committee, who may act in the place and stead of any absent or |
| disqualified member or members at any meeting of such committee. In the |
| absence or disqualification of any member of any such committee or |
| committees, the member or members thereof present at any meeting and not |
| disqualified from voting, whether or not they constitute a quorum, may |
| unanimously appoint another member of the Board of Directors to act at the |
| meeting in the place of any such absent or disqualified member.</p> |
| <p><strong><a id="5.10" name="5.10">Section 5.10.</a>Place of Meetings.</strong> Regular |
| and special meetings of the Board of Directors may be held within or |
| outside the State of Delaware and within or outside the United States.</p> |
| <p><strong><a id="5.11" name="5.11">Section 5.11.</a>Time, Notice and Call of |
| Meetings.</strong> Regular meetings of the Board of Directors shall be held |
| immediately following the annual meeting of members each year and at such |
| times thereafter as the Board of Directors may fix. No notice of regular |
| directors' meetings shall be required.</p> |
| <p>Special meetings of the Board of Directors shall be held at such times as |
| called by the Chairman of the Board, the President of the corporation, or |
| any two (2) directors. Written notice of the time and place of special |
| meetings of the Board of Directors shall be given to each director by |
| either personal delivery, telegram, cablegram, or telefax at least two (2) |
| days before the meeting, or by notice mailed to each director at least five |
| (5) days before the meeting.</p> |
| <p>Notice of a meeting of the Board of Directors need not be given to any |
| director who signs a waiver of notice, either before or after the meeting. |
| Attendance of a director at a meeting shall constitute a waiver of notice |
| of such meeting and waiver of any and all objections to the place of the |
| meeting, the time of the meeting, or the manner in which it has been called |
| or conveyed, except when a director states, at the beginning of the |
| meeting, any objection to the transaction of business because the meeting |
| is not lawfully called or convened.</p> |
| <p>Members of the Board of Directors may participate in a meeting of such |
| Board or of any committee designated by such Board by conference telephone |
| or similar communications equipment by means of which all persons |
| participating in the meeting can hear each other at the same time. |
| Participating by such means shall constitute presence in person at a |
| meeting.</p> |
| <p><strong><a id="5.12" name="5.12">Section 5.12.</a>Action Without a Meeting.</strong> Any |
| action required or permitted to be taken at a meeting of the Board of |
| Directors or of any committee thereof may be taken without a meeting if all |
| the members of the board or committee, as the case may be, consent thereto |
| in writing, and such writing is filed with the minutes of the proceedings |
| of the board or committee. Such consent shall have the same effect as a |
| unanimous vote.</p> |
| <p><strong><a id="5.13" name="5.13">Section 5.13.</a>Director Conflicts of |
| Interest.</strong> No contract or other transaction between the corporation and |
| one or more of its directors or between the corporation and any other |
| corporation, partnership, association or other organization in which one or |
| more of the directors of the corporation are directors or officers or are |
| financially interested, shall be void or voidable solely because of such |
| relationship or interest or solely because such director or directors are |
| present at or participate in the meeting of the Board of Directors or a |
| committee thereof which authorizes, approves or ratifies such contract or |
| transaction or solely because his or her or their votes are counted for |
| such purpose, if:</p> |
| <p>A. The material facts as to the director's relationship or interest and as |
| to the contract or transaction are disclosed or are known to the Board of |
| Directors or committee, and the Board of Directors or committee in good |
| faith authorizes, approves or ratifies 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; or</p> |
| <p>B. The material facts as to their relationship or interest and as to the |
| contract or transaction are disclosed or known to the members entitled to |
| vote thereon, and the contract or transaction is specifically approved in |
| good faith by vote of such members; or</p> |
| <p>C. The contract or transaction is fair as to the corporation at the time it |
| is authorized, approved or ratified by the Board of Directors, a committee |
| of the Board of Directors or the members.</p> |
| <p>Common or interested directors may be counted in determining the presence |
| of a quorum at a meeting of the Board of Directors or a committee thereof |
| which authorizes, approves or ratifies such contract or transaction.</p> |
| <h2 id="article-vi"><a id="A6" name="A6">ARTICLE VI</a><a class="headerlink" href="#article-vi" title="Permalink">¶</a></h2> |
| <h3 id="officers">Officers<a class="headerlink" href="#officers" title="Permalink">¶</a></h3> |
| <p><strong><a id="6.1" name="6.1">Section 6.1.</a>Officers.</strong> The officers of the |
| corporation shall consist of a President, a Secretary and a Treasurer, each |
| of whom shall be elected by the Board of Directors. A Chairman of the |
| Board, one or more Vice Chairmen, one or more Vice Presidents, and such |
| other officers and assistant officers and agents as may be deemed necessary |
| may be elected or appointed by the Board of Directors from time to time. |
| Any two (2) or more offices may be held by the same person, except the |
| offices of President and Secretary.</p> |
| <p><strong><a id="6.2" name="6.2">Section 6.2.</a>Duties.</strong> The officers of the |
| corporation shall have the following duties:</p> |
| <p>A. <strong>Chairman of the Board.</strong> The Chairman of the Board, if one is elected, |
| shall preside at all meetings of the Board of Directors and members and |
| shall have such other duties and authority as may be conferred by the Board |
| of Directors.</p> |
| <p>B. <strong>Vice Chairman.</strong> The Vice Chairman, if one is elected, shall, in the |
| absence or disability of the Chairman of the Board, perform the duties and |
| exercise the powers of the Chairman of the Board. The Vice Chairman shall |
| also perform whatever duties and have whatever powers the Board of |
| Directors may from time to time assign him/her. If more than one Vice |
| Chairman is elected and the Chairman is absent or becomes disabled, the |
| Board of Directors shall choose one Vice Chairman to perform the duties and |
| exercise the powers of the Chairman.</p> |
| <p>C. <strong>President.</strong> The President shall be the chief executive officer of the |
| corporation and shall have general and active management of the business |
| and affairs of the corporation (other than the management of projects |
| managed by a Project Management Committee), subject to the direction of the |
| Board of Directors. If a Chairman of the Board is not elected, the |
| President shall preside at all meetings of the Board of Directors and |
| members.</p> |
| <p>D. <strong>Vice President.</strong> The Vice President, if one is elected, shall, in the |
| absence or disability of the President, perform the duties and exercise the |
| powers of the President. He or she also shall perform whatever duties and |
| have whatever powers the Board of Directors may from time to time assign |
| him or her. If more than one Vice President is elected, one thereof shall |
| be designated as Executive Vice President and shall, in the absence or |
| disability of the President, perform the duties and exercise the powers of |
| the President and each other Vice President shall only perform whatever |
| duties and have whatever powers the Board of Directors may from time to |
| time assign him or her.</p> |
| <p>E. <strong>Secretary and Assistant Secretary.</strong> The Secretary shall keep accurate |
| records of the acts and proceedings of all meetings of the members and |
| directors. The Secretary shall give all notices required by law and by |
| these Bylaws. In addition, the Secretary shall have general charge of the |
| corporate books and records and of the corporate seal, and he or she shall |
| 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 of the corporation and shall keep, at the |
| registered or principal office of the corporation, a record of the members |
| showing the name, address, telephone number, facsimile number and |
| electronic mail address of each member. The Secretary shall sign such |
| instruments as may require his or her signature and, in general, shall |
| perform all duties as may be assigned to him or her from time to time by |
| the Chairman, the President or the Board of Directors. The Assistant |
| Secretary, if one is appointed, shall render assistance to the Secretary in |
| all the responsibilities described above.</p> |
| <p>F. <strong>Treasurer and Assistant Treasurer.</strong> The Treasurer shall have custody |
| of all corporate funds and financial records, shall keep full and accurate |
| accounts of receipts and disbursements and render accounts thereof at the |
| annual meetings of members, and shall perform such other duties as may be |
| prescribed by the Chairman, the President or the Board of Directors. The |
| Assistant Treasurer, if one is appointed, shall render assistance to the |
| Treasurer in all of the responsibilities described above.</p> |
| <p><strong><a id="6.3" name="6.3">Section 6.3.</a>Project Management Committees.</strong> |
| In addition to the officers of the corporation, the Board of Directors may, |
| by resolution, establish one or more Project Management Committees |
| consisting of at least one officer of the corporation, who shall be |
| designated chairman of such committee, and may include one or more other |
| members of the corporation. Unless elected or appointed as an officer in |
| accordance with Sections 6.1 and 6.4 of these Bylaws, a member of a Project |
| Management Committee shall not be deemed an officer of the corporation.</p> |
| <p>Each Project Management Committee shall be responsible for the active |
| management of one or more projects identified by resolution of the Board of |
| Directors which may include, without limitation, the creation or |
| maintenance of "open-source" software for distribution to the public at no |
| charge. Subject to the direction of the Board of Directors, the chairman of |
| each Project Management Committee shall be primarily responsible for |
| project(s) managed by such committee, and he or she shall establish rules |
| and procedures for the day to day management of project(s) for which the |
| committee is responsible.</p> |
| <p>The Board of Directors of the corporation may, by resolution, terminate a |
| Project Management Committee at any time.</p> |
| <p><strong><a id="6.4" name="6.4">Section 6.4.</a>Election and Term.</strong> The officers |
| of the corporation and the members of each existing Project Management |
| Committee shall be appointed by the Board of Directors or appointed by an |
| officer empowered by the Board to make such appointment. Such appointment |
| by the Board of Directors may be made at any regular or special meeting of |
| the Board. Each officer shall hold office and each member of a Project |
| Management Committee shall serve on such committee for a period of one year |
| or until his or her successor is elected and qualified or until his or her |
| earlier resignation or removal.</p> |
| <p><strong><a id="6.5" name="6.5">Section 6.5.</a>Removal of Officers.</strong> Any officer |
| or agent and any member of a Project Management Committee elected or |
| appointed by the Board of Directors may be removed by the Board whenever, |
| in its judgment, the best interests of the corporation will be served |
| thereby.</p> |
| <p><strong><a id="6.6" name="6.6">Section 6.6.</a>Vacancies.</strong> Any vacancy, however |
| occurring, in any office or any Project Management Committee may be filled |
| by the Board of Directors.</p> |
| <p><strong><a id="6.7" name="6.7">Section 6.7.</a>Compensation.</strong> The compensation, |
| if any, of all officers of the corporation and of all members of each |
| existing Project Management Committee shall be fixed by the Board of |
| Directors and may be changed from time to time by a majority vote of the |
| Board of Directors. The fact that an officer is also a director shall not |
| preclude such person from receiving compensation as either a director or |
| officer, nor shall it affect the validity of any resolution by the Board of |
| Directors fixing such compensation. The President shall have authority to |
| fix the salaries, if any, of all employees of the corporation, other than |
| officers elected or appointed by the Board of Directors and members of |
| Project Management Committees.</p> |
| <h2 id="article-vii"><a id="A7" name="A7">ARTICLE VII</a><a class="headerlink" href="#article-vii" title="Permalink">¶</a></h2> |
| <h3 id="books-and-records">Books and Records<a class="headerlink" href="#books-and-records" title="Permalink">¶</a></h3> |
| <p><strong><a id="7.1" name="7.1">Section 7.1.</a>Books and Records.</strong> The |
| corporation shall keep correct and complete books and records of accounts |
| and shall keep minutes of the proceedings of its members, Board of |
| Directors and committees of directors.</p> |
| <p>The corporation shall keep at its registered office or principal place of |
| business, or at the office of its transfer agent or registrar, a record of |
| the name, address, telephone number, facsimile number and electronic mail |
| address of each member, together with the date of any withdrawal or |
| termination of such member's membership, or any conversion of such member's |
| membership to emeritus status.</p> |
| <p>Each member shall be responsible for notifying the corporation of changes |
| to such member's address, telephone number, facsimile number or electronic |
| mail address.</p> |
| <p>Any books, records and minutes may be in written form or in any other form |
| capable of being converted into clearly legible written form within a |
| reasonable time.</p> |
| <p><strong><a id="7.2" name="7.2">Section 7.2.</a>Members' Inspection Rights.</strong> Any |
| person who is a member, upon written demand under oath stating the purpose |
| thereof, shall have the right to examine, in person or by agent or |
| attorney, at any time during the corporation's usual hours for business, |
| for any proper purpose as determined under the General Corporation Law of |
| the State of Delaware, the corporation's membership records and its other |
| books and records and to make copies or extracts therefrom.</p> |
| <h2 id="article-viii"><a id="A8" name="A8">ARTICLE VIII</a><a class="headerlink" href="#article-viii" title="Permalink">¶</a></h2> |
| <h3 id="nonprofit-status">Nonprofit Status<a class="headerlink" href="#nonprofit-status" title="Permalink">¶</a></h3> |
| <p>The corporation is organized and shall be operated as a not-for-profit |
| membership corporation organized under Delaware law. If the Board of |
| Directors of the corporation elects to seek and obtains an exemption for |
| the corporation from federal taxation pursuant to Section 501(a) of the |
| Internal Revenue Code, as amended (the "IRC"), and until such time, if |
| ever, that such exemption is denied or lost, the corporation shall not be |
| empowered to engage directly or indirectly in any activity which the |
| corporation believes would be likely to invalidate its status as an |
| organization exempt from federal taxation under Section 501(a) of the IRC |
| as an organization described in Section 501(c) of the IRC.</p> |
| <h2 id="article-ix"><a id="A9" name="A9">ARTICLE IX</a><a class="headerlink" href="#article-ix" title="Permalink">¶</a></h2> |
| <h3 id="corporate-seal">Corporate Seal<a class="headerlink" href="#corporate-seal" title="Permalink">¶</a></h3> |
| <p>The Board of Directors shall provide a corporate seal which shall have the |
| name of the corporation inscribed thereon, and may be a facsimile, |
| engraved, printed, or an impression seal.</p> |
| <h2 id="article-x"><a id="A10" name="A10">ARTICLE X</a><a class="headerlink" href="#article-x" title="Permalink">¶</a></h2> |
| <h3 id="amendment">Amendment<a class="headerlink" href="#amendment" title="Permalink">¶</a></h3> |
| <p>These Bylaws may be altered, amended or repealed by the Board of Directors |
| or by the members, and new Bylaws may be adopted by the Board of Directors |
| or by the members. No alteration, amendment or repeal of these Bylaws shall |
| be effective unless and until the corporation attempts, in good faith, to |
| give notice to the members of the corporation of such alteration, amendment |
| or repeal at least fifteen (15) days prior to the effective date of such |
| alteration, amendment or repeal, which notice may be by electronic means.</p> |
| <h2 id="article-xi"><a id="A11" name="A11">ARTICLE XI</a><a class="headerlink" href="#article-xi" title="Permalink">¶</a></h2> |
| <h3 id="limits-on-liability-of-directors">Limits on Liability of Directors<a class="headerlink" href="#limits-on-liability-of-directors" title="Permalink">¶</a></h3> |
| <p>To the fullest extent permitted by the General Corporation Law of the State |
| of Delaware, as the same exists or may hereafter be amended, a director of |
| the corporation shall not be personally liable to the corporation or its |
| members for monetary damages for breach of fiduciary duty as a director.</p> |
| <h2 id="article-xii"><a id="A12" name="A12">ARTICLE XII</a><a class="headerlink" href="#article-xii" title="Permalink">¶</a></h2> |
| <h3 id="indemnification-of-officers-and-directors">Indemnification of Officers and Directors<a class="headerlink" href="#indemnification-of-officers-and-directors" title="Permalink">¶</a></h3> |
| <p><strong><a id="12.1" name="12.1">Section 12.1.</a>Right to Indemnification.</strong> |
| Each person who was or is a party or is threatened to be made a party to |
| any threatened, pending or completed action, suit, or proceeding, whether |
| civil, criminal, administrative, or investigative (other than an action by |
| or in the right of the corporation), by reason of the fact that he or she |
| is or was a director, officer or member of the corporation, or is or was |
| serving at the request of the corporation as a director, officer, employee, |
| or agent of another corporation, partnership, joint venture, trust, or |
| other enterprise, shall be entitled to indemnification against expenses |
| (including attorneys' fees), judgments, fines, and amounts paid in |
| settlement to the fullest extent now or hereafter permitted by applicable |
| law as long as such person acted in good faith and in a manner that such |
| person reasonably believed to be in or not be opposed to the best interests |
| of the corporation; provided, however, that the corporation shall indemnify |
| any such person seeking indemnity in connection with an action, suit or |
| proceeding (or part thereof) initiated by such person only if such action, |
| suit or proceeding (or part thereof) was authorized by the Board of |
| Directors.</p> |
| <p><strong><a id="12.2" name="12.2">Section 12.2.</a>Advance Payment of Expenses.</strong> |
| Expenses (including reasonable attorneys' fees) incurred by any person who |
| is or was an officer, director or member of the corporation, or who is or |
| was serving at the request of the corporation as an officer or director of |
| another corporation, partnership, joint venture, trust or other enterprise, |
| in defending any civil, criminal, administrative or investigative action, |
| suit or proceeding, shall be paid by the corporation in advance of the |
| final disposition of such action, suit or proceeding upon receipt of an |
| undertaking by or on behalf of such person to repay such amount if it is |
| ultimately determined that he or she is not entitled under applicable law |
| to be indemnified by the corporation.</p> |
| <p><strong><a id="12.3" name="12.3">Section 12.3.</a>Right of Claimant to Bring |
| Suit.</strong> If a claim under this Article is not paid in full by the |
| corporation within ninety (90) days after a written claim has been received |
| by the corporation, the claimant may at any time thereafter bring suit |
| against the corporation to recover the unpaid amount of the claim and, if |
| successful in whole or in part, the claimant shall be entitled to be paid |
| also the expense of prosecuting such claim. It shall be a defense to any |
| such action (other than an action brought to enforce a claim for expenses |
| incurred in defending any action or proceeding in advance of its final |
| disposition where the required undertaking has been tendered to the |
| corporation unless such action is based on the claimant having committed an |
| act involving moral turpitude) that the claimant has not met the standards |
| of conduct which make indemnification permissible under the General |
| Corporation Law of the State of Delaware, but the burden of proving such |
| defense shall be on the corporation. Neither the failure of the corporation |
| (including its Board of Directors, independent legal counsel, or its |
| members) to have made a determination prior to the commencement of such |
| action that indemnification of the claimant is proper in the circumstances |
| because he or she has met the applicable standard of conduct set forth in |
| the General Corporation Law of the State of Delaware, nor an actual |
| determination by the corporation (including its Board of Directors, |
| independent legal counsel, or its members) that the claimant has not met |
| such applicable standard of conduct, shall be a defense to the action or |
| create a presumption that the claimant has not met the applicable standard |
| of conduct.</p> |
| <p><strong><a id="12.4" name="12.4">Section 12.4.</a>Contract Rights.</strong> The |
| provisions of this Article shall be a contract between the corporation and |
| each director, officer or member to which this Article applies. No repeal |
| or modification of these Bylaws shall invalidate or detract from any right |
| or obligation with respect to any state of facts existing prior to the time |
| of such repeal or modification.</p> |
| <p><strong><a id="12.5" name="12.5">Section 12.5.</a>Rights Non-exclusive.</strong> The |
| indemnification and advancement of expenses provided by or granted pursuant |
| to this Article shall not be deemed exclusive of any other rights to which |
| those seeking indemnification or advancement of expenses may be entitled |
| under any bylaw, agreement, vote of members or disinterested directors or |
| otherwise, both as to action in his or her official capacity and as to |
| action in another capacity while holding such office.</p> |
| <p><strong><a id="12.6" name="12.6">Section 12.6.</a>Insurance.</strong> The corporation |
| may purchase and maintain insurance on behalf of any person who is or was a |
| director, officer, member, employee or agent of the corporation, or is or |
| was serving at the request of the corporation as a director, officer, |
| employee or agent of another corporation, partnership, joint venture, trust |
| or other enterprise against any liability asserted against him or her and |
| incurred by him or her in any such capacity, or arising out of his or her |
| status as such, whether or not the corporation would have the power to |
| indemnify him or her against such liability under the provisions of this |
| Article or of applicable law.</p> |
| <p><strong><a id="12.7" name="12.7">Section 12.7.</a>Definitions.</strong> For purposes of |
| this Article, references to "the corporation" shall include, in addition to |
| the resulting corporation, any constituent corporation (including any |
| constituent of a constituent) absorbed in a consolidation or merger which, |
| if its separate existence had continued, would have had power and authority |
| to indemnify its directors, officers, and employees or agents, so that any |
| person who is or was a director, officer, employee or agent of such |
| constituent corporation, or is or was serving at the request 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 this Article with respect to the |
| resulting or surviving corporation as he or she would have with respect to |
| such constituent corporation if its separate existence had continued, and |
| references to "other enterprises" shall include employee benefit plans; |
| references to "fines" shall include any excise taxes assessed on a person |
| with respect to any employee benefit plan; and references to "serving at |
| the request of the corporation" shall include any service as a director, |
| officer, employee or agent of the corporation which imposes duties on, or |
| involves services by, such director, officer, employee, or agent with |
| respect to an employee benefit plan, its participants, or beneficiaries; |
| and a person who acted in good faith and in a manner he or she reasonably |
| believed to be in the interest of the participants and beneficiaries of an |
| employee benefit plan shall be deemed to have acted in a manner "not |
| opposed to the best interests of the corporation" as referred to in this |
| Article.</p> |
| <p><strong><a id="12.8" name="12.8">Section 12.8.</a>Continued Coverage.</strong> The |
| indemnification and advancement of expenses provided by, or granted |
| pursuant to this Article shall, unless otherwise provided when authorized |
| or ratified, continue as to a person who has ceased to be a director, |
| officer or member and shall inure to the benefit of the heirs, executors |
| and administrators of such person.</p> |
| <h2 id="article-xiii"><a id="A13" name="A13">ARTICLE XIII</a><a class="headerlink" href="#article-xiii" title="Permalink">¶</a></h2> |
| <h3 id="general-provisions">General Provisions<a class="headerlink" href="#general-provisions" title="Permalink">¶</a></h3> |
| <p><strong><a id="13.1" name="13.1">Section 13.1.</a>Checks.</strong> All checks or demands |
| for money and notes of the corporation shall be signed by such officer or |
| officers or such other person or persons as the Board of Directors may from |
| time to time designate.</p> |
| <p><strong><a id="13.2" name="13.2">Section 13.2.</a>Fiscal Year.</strong> The fiscal year |
| of the corporation shall be fixed by resolution of the Board of Directors.</p> |
| <p><strong><a id="13.3" name="13.3">Section 13.3.</a>Loans.</strong> No loans shall be |
| contracted on behalf of the corporation and no evidence of indebtedness |
| shall be issued in its name unless authorized by a resolution of the Board |
| of Directors. Such authority may be general or confined to specific |
| instances.</p> |
| <p><strong><a id="13.4" name="13.4">Section 13.4.</a>Deposits.</strong> All funds of the |
| corporation not otherwise employed shall be deposited from time to time to |
| the credit of the corporation in such depositories as the Board of |
| Directors shall direct.</p> |
| <p><strong><a id="13.5" name="13.5">Section 13.5.</a>Contracts.</strong> The Board of |
| Directors may authorize any officer or officers, agent or agents, to enter |
| into any contract or execute and deliver any instrument on behalf of the |
| corporation, and such authority may be general or confined to specific |
| instances.</p> |
| <p><strong><a id="13.6" name="13.6">Section 13.6.</a>Counterpart Execution: |
| Facsimile Execution.</strong> Any document requiring the signature of the |
| directors and/or members 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 executions may be transmitted to the corporation and/or the |
| other directors and/or members by facsimile and such facsimile execution |
| shall have the full force and effect of an original signature. All fully |
| executed counterparts, whether original executions or facsimile executions |
| or a combination, shall be construed together and shall constitute one and |
| the same agreement.</p> |
| <p><br/>THESE BYLAWS WERE READ, APPROVED AND ADOPTED BY THE BOARD OF |
| DIRECTORS OF THE APACHE SOFTWARE FOUNDATION ON THE 1ST DAY OF JUNE, 1999.</p> |
| <p>(signed)</p> |
| <p>Jim Jagielski, Secretary</p> |
| <h2 id="amendment-i">Amendment I<a class="headerlink" href="#amendment-i" title="Permalink">¶</a></h2> |
| <p><em>Approved by resolution of the Board of Directors, 30 October 2002, the |
| following change is to be made to Section 4.1, Admission of Members, |
| effective 15 November 2002.</em></p> |
| <p><strong><a id="am4.1" name="am4.1">Section 4.1.</a>Admission of Members.</strong> To be |
| eligible for membership, a person or entity must be nominated by a current |
| member of the corporation and must complete a written membership |
| application in such form as shall be adopted by the Board of Directors from |
| time to time. The nomination<s><font color="#FF0000">and content of the |
| membership application</font></s>must be included in a notice to the |
| members, if any, of the corporation at least ten (10) days prior to any |
| vote on the applicant's admission, which notice may be by electronic means. |
| The initial members of the corporation shall be admitted upon the |
| affirmative vote of the Board of Directors of the Corporation at the |
| initial meeting of the Board of Directors. Thereafter, members of the |
| corporation shall be admitted as members of the corporation only by a |
| majority vote of the existing members of the corporation<font color="#FF0000">, and after receipt by the Secretary of a membership |
| application completed by each such proposed member within thirty (30) days |
| following the vote</font>.</p> |
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