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authorLyude Paul <lyude@redhat.com>2023-01-27 19:17:26 -0500
committerLyude Paul <lyude@redhat.com>2023-01-27 19:17:26 -0500
commita226a2f8dcebe336b4d679347058540ecf755a1e (patch)
treef6a601d498a4a2f3fb0820282b60d7166f457b7b
parentbc6fb63a6c597154af7ac6c1e7b047f88884898d (diff)
Rewrap contentwip/sfc
Now rewrap it all to make it look nice :)
-rw-r--r--bylaws.tex482
1 files changed, 256 insertions, 226 deletions
diff --git a/bylaws.tex b/bylaws.tex
index f4e4346..23b9de1 100644
--- a/bylaws.tex
+++ b/bylaws.tex
@@ -50,8 +50,9 @@ In this Article and all other Articles of these Governance Rules:
\item ``Governance Rules'' means the Governance Rules of X.Org, as amended and in force
from time to time;
- \item ``Administrative Member'' means a Member that has been appointed by the X.org Governance Committee to
- serve in the role of an Administrative Member as defined in these Governance Rules;
+ \item ``Administrative Member'' means a Member that has been appointed
+ by the X.org Governance Committee to serve in the role of an
+ Administrative Member as defined in these Governance Rules;
\item ``Equipment'' means such equipment as may be needed from time to
time to operate and extend X.Org and which is an asset owned by X.Org;
@@ -62,8 +63,8 @@ In this Article and all other Articles of these Governance Rules:
\item ``Membership Agreement'' means the X.Org Project Membership
Agreement, as in force and amended from time to time.
- \item "Records" refer to any material in, but not limited to, any written,
- printed or electronic form which is property of X.Org.
+ \item "Records" refer to any material in, but not limited to, any
+ written, printed or electronic form which is property of X.Org.
\item "SFC" refers to the Software Freedom
Conservancy.\footnote{Software Freedom Conservancy:
@@ -90,26 +91,26 @@ In this Article, and all other Articles of these Governance Rules:
\item Any notice (which term includes any communication or document) to
be given, sent, delivered or served pursuant to the Act, the Governance
Rules or otherwise to a Member shall by sufficiently given if sent via
- e-mail by X.Org to the last known electronic address, or if delivered to
- their last address as recorded in the books of X.Org or if mailed by
- prepaid ordinary mail or airmail addressed to them at their last address
- as recorded in the books of X.Org, or if sent to them at their said address
- by means of facsimile, or recorded communication. The Authorized Representative may
- change the address on X.Org's books of any Member with any information
- believed by them to be reliable. A notice so delivered shall be deemed
- to have been received when it is delivered at the address
- aforementioned. A notice sent by any means of e-mail, facsimile, or
- recorded communication shall be deemed to have been given when sent and
- a notice so mailed by prepaid ordinary mail or airmail shall be deemed
- to be received ten business days after mailing;
+ e-mail by X.Org to the last known electronic address, or if delivered
+ to their last address as recorded in the books of X.Org or if mailed by
+ prepaid ordinary mail or airmail addressed to them at their last
+ address as recorded in the books of X.Org, or if sent to them at their
+ said address by means of facsimile, or recorded communication. The
+ Authorized Representative may change the address on X.Org's books of
+ any Member with any information believed by them to be reliable. A
+ notice so delivered shall be deemed to have been received when it is
+ delivered at the address aforementioned. A notice sent by any means of
+ e-mail, facsimile, or recorded communication shall be deemed to have
+ been given when sent and a notice so mailed by prepaid ordinary mail or
+ airmail shall be deemed to be received ten business days after mailing;
\item Email shall be considered the default form of notice for X.Org.
Other forms as described above may be used at the discretion of the
Authorized Representative;
\item In computing the date when notice must be given under any
- provision requiring a specified number of days' notice of any meeting or
- other event, the date of giving the notice shall be included and the
+ provision requiring a specified number of days' notice of any meeting
+ or other event, the date of giving the notice shall be included and the
date of the meeting or other event shall be excluded;
\item In computing the hour when notice must be given under any
@@ -119,14 +120,15 @@ In this Article, and all other Articles of these Governance Rules:
\item The accidental omission to give any notice to any member or the
non-receipt of any error in any notice, or any error in any notice not
- affecting the substance thereof shall not invalidate any action taken at
- any meeting held pursuant to such notice or otherwise founded thereon;
- and
-
- \item Any member may waive any notice required to be given to them under
- any provision of the Act or the Governance Rules and such waiver,
- whether given before or after the meeting or other event of which notice
- is required to be given, shall cure any default in giving such notice.
+ affecting the substance thereof shall not invalidate any action taken
+ at any meeting held pursuant to such notice or otherwise founded
+ thereon; and
+
+ \item Any member may waive any notice required to be given to them
+ under any provision of the Act or the Governance Rules and such waiver,
+ whether given before or after the meeting or other event of which
+ notice is required to be given, shall cure any default in giving such
+ notice.
\end{enumerate}
\article{MEMBERS}
@@ -137,27 +139,28 @@ executed a Membership Agreement and who have elected to actively participate in
the activities of X.Org.
\section{Membership Agreement}
-Additional requirements and rights of membership are specified in the Membership
-Agreement. The Membership Agreement may be repealed or amended as defined by
-the Special Voting Requirements in section \ref{section_voting_requirements}.
+Additional requirements and rights of membership are specified in the
+Membership Agreement. The Membership Agreement may be repealed or amended as
+defined by the Special Voting Requirements in section
+\ref{section_voting_requirements}.
\section{Relationship to Membership Agreement}
-Where any provision of these Governance Rules is found to be in contradiction to the
-Membership Agreement, these Governance Rules will be held to be the correct
-interpretation for the transaction of X.Org affairs.
+Where any provision of these Governance Rules is found to be in contradiction
+to the Membership Agreement, these Governance Rules will be held to be the
+correct interpretation for the transaction of X.Org affairs.
\section{Qualifications for Membership}
-In order to qualify as a Member, a person must, at the time of their application
-and during the tenure of their membership:
+In order to qualify as a Member, a person must, at the time of their
+application and during the tenure of their membership:
\begin{enumerate}[(i)\hspace{.2cm}]
- \item Be actively involved in the activities relating to the technologies
- of X.Org as set forth in the Membership Agreement and who, in the
- consideration of the X.Org Governance Committee, supports the objects, purposes, aims
- and objectives of X.Org; and
+ \item Be actively involved in the activities relating to the
+ technologies of X.Org as set forth in the Membership Agreement and who,
+ in the consideration of the X.Org Governance Committee, supports the
+ objects, purposes, aims and objectives of X.Org; and
- \item Maintain current and accurate contact information as may be needed
- for delivery of Notices.
+ \item Maintain current and accurate contact information as may be
+ needed for delivery of Notices.
\end{enumerate}
\section{Member Declaration of Affiliations}
@@ -167,8 +170,8 @@ during their membership in X.Org, to declare any relevant affiliation to a
company or other institution.
\section{Notification}
-The Authorized Representative shall promptly notify each member upon their admission to membership
-in X.Org.
+The Authorized Representative shall promptly notify each member upon their
+admission to membership in X.Org.
\section{Transfer of Membership}
Membership in X.Org is not transferable and ceases upon the death or withdrawal
@@ -176,8 +179,8 @@ of the Member.
\section{Revocation of Membership}
Any Member may be expelled from X.Org for good cause by a seventy-five percent
-(75\%) majority vote of the X.Org Governance Committee. Good cause shall be determined by the board
-and shall include, among other causes, the following:
+(75\%) majority vote of the X.Org Governance Committee. Good cause shall be
+determined by the board and shall include, among other causes, the following:
\begin{enumerate}[(i)\hspace{.2cm}]
\item A breach of any of the terms and conditions of the Governance
@@ -189,33 +192,35 @@ and shall include, among other causes, the following:
days' notice of such failure, the failure to rectify their behavior or
procedures to the satisfaction of the X.Org Governance Committee;
- \item A finding by the X.org Governance Committee that the Member in question permitted or
- tolerated a criminal act by its or their agents or employees involving the
- use or abuse of X.Org or the Equipment;
+ \item A finding by the X.org Governance Committee that the Member in
+ question permitted or tolerated a criminal act by its or their agents
+ or employees involving the use or abuse of X.Org or the Equipment;
\item A failure to carry out such duties or responsibilities as are
necessary and are their responsibility and within their powers for the
maintenance or preservation of X.Org; and
- \item A finding by the X.Org Governance Committee that the Member supplied false
- information when executing the Membership Agreement.
+ \item A finding by the X.Org Governance Committee that the Member
+ supplied false information when executing the Membership Agreement.
\item A violation of the Code of Conduct.
\end{enumerate}
-No resolution for expulsion shall be put before the Governance Committee until after the Member
-in question has been notified of the cause and afforded an opportunity for a
-hearing before the Governance Committee. The Governance Committee shall notify the Member in question of the
-reason for the expulsion and of the time and place of the meeting of the X.Org Governance Committee
-at which the Member will be heard. Such notice shall be given at least two (2)
+No resolution for expulsion shall be put before the Governance Committee until
+after the Member in question has been notified of the cause and afforded an
+opportunity for a hearing before the Governance Committee. The Governance
+Committee shall notify the Member in question of the reason for the expulsion
+and of the time and place of the meeting of the X.Org Governance Committee at
+which the Member will be heard. Such notice shall be given at least two (2)
weeks prior to such meeting, and the meeting will be limited in attendance to
-only the X.Org Governance Committee and the Member should the Member request it. The Authorized Representative of the
-X.Org Governance Committee will publish to the Members a summary of the Meeting and any Resolutions
-voted upon.
+only the X.Org Governance Committee and the Member should the Member request
+it. The Authorized Representative of the X.Org Governance Committee will
+publish to the Members a summary of the Meeting and any Resolutions voted upon.
\section{Resignation of Membership}
A Member's resignation will be effective upon delivery of a written letter or
-electronic communication of resignation to the Authorized Representative of X.Org.
+electronic communication of resignation to the Authorized Representative of
+X.Org.
\section{Termination of Membership}
Membership in X.Org terminates automatically upon the happening of any of the
@@ -226,10 +231,10 @@ following events:
receiving notification requesting renewal;
\item If the Member is expelled from X.Org pursuant to the Governance
- Rules; or
+ Rules; or
- \item If the Member resigns, following the process described above, as a
- Member of X.Org.
+ \item If the Member resigns, following the process described above, as
+ a Member of X.Org.
\end{enumerate}
\section{Liability of Terminated Members}
@@ -242,9 +247,9 @@ A Member whose membership is terminated:
\item Shall deliver any Equipment or other assets in their possession
and transfer title to any such Equipment or other assets free of
encumbrance, to such party or parties as are designated in accordance
- with a direction from the Authorized Representative and shall discharge in full their
- share of the outstanding liabilities of X.Org as of the date of
- termination.
+ with a direction from the Authorized Representative and shall discharge
+ in full their share of the outstanding liabilities of X.Org as of the
+ date of termination.
\end{enumerate}
\section{Member Declaration of Interest}
@@ -255,8 +260,8 @@ voting in respect of the contract or arrangement or proposed contract or
proposed arrangement.
\section {Accordance with SFC conflict of interest policy}
-Every member shall meet the rules and regulations defined in the SFC conflict of
-interest policy located at
+Every member shall meet the rules and regulations defined in the SFC conflict
+of interest policy located at
https://sfconservancy.org/projects/policies/conflict-of-interest-policy.html
\article{MEMBERSHIP MEETINGS}
@@ -267,7 +272,8 @@ date determined by the Members, for the purpose of:
\begin{enumerate}[(i)\hspace{.2cm}]
\item Receiving the reports and statements required by the Act and the
- Governance Rules to be placed before the Members at an annual meeting; and
+ Governance Rules to be placed before the Members at an annual meeting;
+ and
\item Transacting any other business properly brought before the
meeting.
@@ -275,9 +281,9 @@ date determined by the Members, for the purpose of:
\section{Special Meetings}
-The X.Org Governance Committee may at any time call a special meeting of the Members for
-the transaction of any business, the special nature of which is specified in
-the notice calling the meeting.
+The X.Org Governance Committee may at any time call a special meeting of the
+Members for the transaction of any business, the special nature of which is
+specified in the notice calling the meeting.
\section{Notice of Meetings}
Notice of the time, place and date of meetings of the Members and the specific
@@ -287,9 +293,9 @@ requirement provided the next meeting date is made public at the end of the
meeting directly preceding it.
\section{Meetings without Notice}
-A meeting of the Members may be held at any time and place without notice if all
-the Members entitled to vote thereat are present in person or waive notice of,
-or otherwise consent to, such meeting being held, and at such meeting any
+A meeting of the Members may be held at any time and place without notice if
+all the Members entitled to vote thereat are present in person or waive notice
+of, or otherwise consent to, such meeting being held, and at such meeting any
matters may be considered which may be transacted at a meeting of the Members.
\section{Persons Entitled to Participate}
@@ -303,25 +309,26 @@ invitation of the X.Org Governance Committee.
Every Member shall be entitled to vote at any meeting of the Members.
\section{Voting Generally}
-All questions properly submitted before a meeting of the Members shall be decided
-by a majority of all eligible votes cast. For the purposes of calculating
-percentages in votes, votes of "abstention" will be excluded.
+All questions properly submitted before a meeting of the Members shall be
+decided by a majority of all eligible votes cast. For the purposes of
+calculating percentages in votes, votes of "abstention" will be excluded.
\section{Special Voting Requirements}
\label{section_voting_requirements}
-No resolution of the X.Org Governance Committee or of the Members dealing with any of the following
-matters shall be effective unless and until such resolution is approved by a
-two-thirds majority vote of the Members who are present:
+No resolution of the X.Org Governance Committee or of the Members dealing with
+any of the following matters shall be effective unless and until such
+resolution is approved by a two-thirds majority vote of the Members who are
+present:
\begin{enumerate}[(i)\hspace{.2cm}]
\item Any amendment or supplement of the Governance Rules;
- \item Any action which may lead to, or result in, a material change
- in the nature of the business of X.Org;
+ \item Any action which may lead to, or result in, a material change in
+ the nature of the business of X.Org;
- \item The entering into of an amalgamation, merger or consolidation with
- any other corporate body;
+ \item The entering into of an amalgamation, merger or consolidation
+ with any other corporate body;
\item The entering into of any agreement other than in the ordinary
course of X.Org's business;
@@ -345,25 +352,28 @@ transmissions.
\begin{enumerate}[(i)\hspace{.2cm}]
\item Motions to be considered at a Meeting, including all supporting
- documentation, shall be presented to the Authorized Representative at least 72 hours
- prior to the meeting. The Authorized Representative shall present all motions, including
- the online location of all supporting documentation, to be considered to
- the Members at least 48 hours prior to the meeting.
+ documentation, shall be presented to the Authorized Representative at
+ least 72 hours prior to the meeting. The Authorized Representative
+ shall present all motions, including the online location of all
+ supporting documentation, to be considered to the Members at least 48
+ hours prior to the meeting.
\item Discussion of a motion shall be open for at least 72 hours
following the presentation of the motion to the Members to ensure all
Members have adequate opportunity to participate. Discussion may
continue beyond 72 hours. Discussion of a motion shall be closed by the
- Authorized Representative at their discretion after all relevant discussions has
- concluded. The discussion shall be considered closed 24 hours after the
- Authorized Representative's declaration if no reasonable objections are raised.
-
- \item Voting on motions shall be performed electronically. Ballots shall
- remain open for at least 24 hours. The beginning and ending times of
- the ballot shall be clearly communicated to the Members at least 24
+ Authorized Representative at their discretion after all relevant
+ discussions has concluded. The discussion shall be considered closed 24
+ hours after the Authorized Representative's declaration if no
+ reasonable objections are raised.
+
+ \item Voting on motions shall be performed electronically. Ballots
+ shall remain open for at least 24 hours. The beginning and ending times
+ of the ballot shall be clearly communicated to the Members at least 24
hours prior to the opening of the ballot. Results of a ballot shall be
- communicated by the Authorized Representative using all forms of communications that
- were in use for the Meeting as is practical as determined by the X.Org Governance Committee.
+ communicated by the Authorized Representative using all forms of
+ communications that were in use for the Meeting as is practical as
+ determined by the X.Org Governance Committee.
\end{enumerate}
Meetings may be held in other forms or schedules if all Members consent.
@@ -374,37 +384,39 @@ motion at an Annual or Special meeting of the Members.
\section{Quorum}
A quorum for the transaction of business at any meeting of the Members shall be
-twenty-five percent (25\%) of the Members entitled to vote thereat. Quorum shall
-be calculated separately for each motion that is put to a vote of the Members.
+twenty-five percent (25\%) of the Members entitled to vote thereat. Quorum
+shall be calculated separately for each motion that is put to a vote of the
+Members.
\section{Adjournment}
-Any meeting of the Members, whether or not a quorum is present, may be adjourned
-from time to time and from place to place by the affirmative vote of a majority
-of the Members present.
+Any meeting of the Members, whether or not a quorum is present, may be
+adjourned from time to time and from place to place by the affirmative vote of
+a majority of the Members present.
\article{LEADERSHIP MEMBERS AND ADMINISTRATIVE MEMBERS}
\section{Powers}
-The X.Org Governance Committee operates within the boundaries given by the
-SFC, as set forth in the Fiscal Sponsorship Agreement between X.Org and SFC.
+The X.Org Governance Committee operates within the boundaries given by the SFC,
+as set forth in the Fiscal Sponsorship Agreement between X.Org and SFC.
-The X.Org Governance Committee shall possess and may exercise (subject to limitations imposed by the
-Act, SFC or otherwise by law) all the powers and responsibilities required to
-conduct the business and affairs of X.Org. Without limiting the generality of
-the foregoing, the X.Org Governance Committee shall have the authority to:
+The X.Org Governance Committee shall possess and may exercise (subject to
+limitations imposed by the Act, SFC or otherwise by law) all the powers and
+responsibilities required to conduct the business and affairs of X.Org. Without
+limiting the generality of the foregoing, the X.Org Governance Committee shall
+have the authority to:
\begin{enumerate}[(i)\hspace{.2cm}]
- \item Establish, empower and dissolve lesser committees and working groups as
- it sees fit for the purpose of conducting the business and affairs of
- X.Org;
+ \item Establish, empower and dissolve lesser committees and working
+ groups as it sees fit for the purpose of conducting the business and
+ affairs of X.Org;
\item Promulgate such rules and regulations as may be necessary or
desirable for the operation of X.Org;
\item Be responsible for the enhancement of the public image of X.Org;
- \item Determine the programs and activities of X.Org within the purposes
- set forth in Article 0;
+ \item Determine the programs and activities of X.Org within the
+ purposes set forth in Article 0;
\item Protect the use of the X.Org name and associated logos;
@@ -425,7 +437,7 @@ X.Org Governance Committee. These powers include:
\begin{enumerate}[(i)\hspace{.2cm}]
\item Holding funds or intangible assets (trademarks or other
-Intellectual Property);
+ Intellectual Property);
\item Transferring funds or assets without the consent of SFC; and
@@ -435,14 +447,13 @@ Intellectual Property);
\section{Constitution}
The Board shall consist of no more than eight (8) Leadership Members, who are
current Members, elected by the Membership. No more than two (2) Members who
-have declared affiliations with the same company or institution as
-required by Section 4 of Article 2 may serve as Leadership Members at any given
-time.
+have declared affiliations with the same company or institution as required by
+Section 4 of Article 2 may serve as Leadership Members at any given time.
\section{Annual Elections}
Annual elections will be held at a Meeting of the Members to elect Leadership
-Members so as to bring the total number of Leadership Members to eight (8).
-The four (4) Members receiving the highest vote totals from the annual election
+Members so as to bring the total number of Leadership Members to eight (8). The
+four (4) Members receiving the highest vote totals from the annual election
will be considered an elected Leadership Member and each such Leadership Member
will hold office for a term of two (2) years. If more than four (4) Leadership
Members are required to bring the total number of Leadership Members to eight
@@ -467,21 +478,23 @@ following exceptions:
\end{enumerate}
\section{Resignation}
-A Leadership Member may resign at any time by delivering notice to the X.Org Governance Committee
-to the Authorized Representative of X.Org in either electronic or written form. The
-resignation is deemed to take effect immediately upon receipt by the X.Org Governance Committee or
-Authorized Representative of X.Org.
+A Leadership Member may resign at any time by delivering notice to the X.Org
+Governance Committee to the Authorized Representative of X.Org in either
+electronic or written form. The resignation is deemed to take effect
+immediately upon receipt by the X.Org Governance Committee or Authorized
+Representative of X.Org.
\section{Terminations}
-At any time and from time to time, the X.Org Governance Committee may remove any Leadership Member
-with a two-thirds (2/3) vote of the Leadership Members. The Leadership Member
-who is the subject of the removal action shall be entitled to participate in
-the meeting where the vote shall take place, but shall not be entitled to vote
-on such an action or be counted as a voting member of the X.Org Governance Committee when
-calculating the two-thirds (2/3) vote. When multiple Leadership Members are
-the subject of a removal action, each will be considered separately and each
-vote to remove a Leadership Member shall be a separate vote. The termination
-of a Leadership Member may be with or without cause.
+At any time and from time to time, the X.Org Governance Committee may remove
+any Leadership Member with a two-thirds (2/3) vote of the Leadership Members.
+The Leadership Member who is the subject of the removal action shall be
+entitled to participate in the meeting where the vote shall take place, but
+shall not be entitled to vote on such an action or be counted as a voting
+member of the X.Org Governance Committee when calculating the two-thirds (2/3)
+vote. When multiple Leadership Members are the subject of a removal action,
+each will be considered separately and each vote to remove a Leadership Member
+shall be a separate vote. The termination of a Leadership Member may be with
+or without cause.
\section{Vacancy}
Vacancies of Leadership Member positions may arise from time to time and may be
@@ -495,120 +508,132 @@ there exists two (2) or more vacancies of Leadership Member positions on the
X.Org Governance Committee, a Special Election shall be held.
\section{Procedures}
-The X.Org Governance Committee shall have power to fix its own rules of procedure from time to
-time. The X.Org Governance Committee shall keep minutes of its meetings in which shall be recorded
-all action taken by it, and at least a summary thereof shall be submitted to the
-Members at least annually.
+The X.Org Governance Committee shall have power to fix its own rules of
+procedure from time to time. The X.Org Governance Committee shall keep minutes
+of its meetings in which shall be recorded all action taken by it, and at least
+a summary thereof shall be submitted to the Members at least annually.
\section{Quorum}
-No business may be transacted by the X.Org Governance Committee except at a meeting of the
-leadership members at which a quorum of the board is present. A Quorum of the
-board shall be defined as a majority of the full X.Org Governance Committee.
+No business may be transacted by the X.Org Governance Committee except at a
+meeting of the leadership members at which a quorum of the board is present. A
+Quorum of the board shall be defined as a majority of the full X.Org Governance
+Committee.
\section{Annual Meeting}
-An Annual Meeting of the X.Org Governance Committee shall take place at a time and place designated
-by the X.Org Governance Committee. The purpose of the Annual Meeting shall be to conduct the
-business of the organization, including but not limited to: appointing Administrative Members
-and organizing the Annual Election of Leadership Members.
+An Annual Meeting of the X.Org Governance Committee shall take place at a time
+and place designated by the X.Org Governance Committee. The purpose of the
+Annual Meeting shall be to conduct the business of the organization, including
+but not limited to: appointing Administrative Members and organizing the Annual
+Election of Leadership Members.
\section{Special Meetings}
-Special Meetings of the X.Org Governance Committee shall take place as deemed necessary by the
-majority of the Leadership Members. The purpose of such meetings shall be to
-conduct the business of the organization.
+Special Meetings of the X.Org Governance Committee shall take place as deemed
+necessary by the majority of the Leadership Members. The purpose of such
+meetings shall be to conduct the business of the organization.
\section{Participation in Meetings}
-Annual and Special Meetings of the X.Org Governance Committee may be held in person or by such
-means as telephone, electronic or other communication facilities as permit all
-persons participating in the meeting to communicate with each other
-simultaneously and instantaneously, and persons participating in such a meeting
-by such means shall be deemed present at that meeting.
+Annual and Special Meetings of the X.Org Governance Committee may be held in
+person or by such means as telephone, electronic or other communication
+facilities as permit all persons participating in the meeting to communicate
+with each other simultaneously and instantaneously, and persons participating
+in such a meeting by such means shall be deemed present at that meeting.
\section{Notice of Meetings}
-Notice of Annual or Special Meetings of the X.Org Governance Committee held in person shall be
-delivered to the Leadership Members by the Authorized Representative no less than one (1) month
-prior to the meeting. Notice of Annual or Special Meetings of the X.Org Governance Committee held
-by any means other than in person as described in Section 12 of Article 4 shall
-be delivered to the Leadership Members by the Authorized Representative no less than twenty-four
-(24) hours prior to the meeting.
+Notice of Annual or Special Meetings of the X.Org Governance Committee held in
+person shall be delivered to the Leadership Members by the Authorized
+Representative no less than one (1) month prior to the meeting. Notice of
+Annual or Special Meetings of the X.Org Governance Committee held by any means
+other than in person as described in Section 12 of Article 4 shall be delivered
+to the Leadership Members by the Authorized Representative no less than
+twenty-four (24) hours prior to the meeting.
\section{Voting}
Unless otherwise required by these Governance Rules, questions arising at any
-meeting of the X.Org Governance Committee shall be decided by a majority vote of the full X.Org
-Governance Committee. Each X.Org Governance Committee member is authorized to exercise one vote. At
-all meetings of the X.Org Governance Committee, a question shall be resolved by poll only if
-required by the Authorized Representative or requested by any X.Org Governance Committee member. A declaration by
-the Authorized Representative that a resolution has been carried and an entry to that effect in
-the minutes is conclusive evidence of the fact without proof of the number or
-proportion of votes recorded in favor of or against the resolution.
+meeting of the X.Org Governance Committee shall be decided by a majority vote
+of the full X.Org Governance Committee. Each X.Org Governance Committee member
+is authorized to exercise one vote. At all meetings of the X.Org Governance
+Committee, a question shall be resolved by poll only if required by the
+Authorized Representative or requested by any X.Org Governance Committee
+member. A declaration by the Authorized Representative that a resolution has
+been carried and an entry to that effect in the minutes is conclusive evidence
+of the fact without proof of the number or proportion of votes recorded in
+favor of or against the resolution.
\section{Other Members Present}
Each Member shall be entitled to speak but not to vote at any meeting of the
-X.Org Governance Committee at which that person is present. Procedures for inviting of Members to
-appear at any meeting of the X.Org Governance Committee shall be determined by resolution of the
-X.Org Governance Committee.
+X.Org Governance Committee at which that person is present. Procedures for
+inviting of Members to appear at any meeting of the X.Org Governance Committee
+shall be determined by resolution of the X.Org Governance Committee.
\section{Committees}
-The X.Org Governance Committee from time to time may appoint such lesser committee or committees as it
-deems necessary or appropriate for such purposes and with such powers as it
-shall see fit. The Chair of any such lesser committee or committees shall be a Member
-of X.Org. Any such committee may formulate its own rules of procedure, subject
-to the approval, regulations or directions such as the X.Org Governance Committee may from time to
-time make.
+The X.Org Governance Committee from time to time may appoint such lesser
+committee or committees as it deems necessary or appropriate for such purposes
+and with such powers as it shall see fit. The Chair of any such lesser
+committee or committees shall be a Member of X.Org. Any such committee may
+formulate its own rules of procedure, subject to the approval, regulations or
+directions such as the X.Org Governance Committee may from time to time make.
\section{Remuneration}
-The X.Org Governance Committee and Administrative Members of X.Org shall receive
-no compensation, either directly or indirectly, for acting as such and shall not
-receive, either directly or indirectly, any profit from their office. Expenses
-arising from normal Leadership Member or Administrative Member duties shall be considered for
-reimbursement by the X.Org Governance Committee.
+The X.Org Governance Committee and Administrative Members of X.Org shall
+receive no compensation, either directly or indirectly, for acting as such and
+shall not receive, either directly or indirectly, any profit from their office.
+Expenses arising from normal Leadership Member or Administrative Member duties
+shall be considered for reimbursement by the X.Org Governance Committee.
\section{Requirements}
-The X.Org Governance Committee shall produce the following statements to the Members annually
-within sixty (60) days of the end of the fiscal year or as required by the Act
-or other law:
+The X.Org Governance Committee shall produce the following statements to the
+Members annually within sixty (60) days of the end of the fiscal year or as
+required by the Act or other law:
\begin{enumerate}[(i)\hspace{.2cm}]
- \item Annual financial report, prepared by the Financial Liaison and approved by
- the X.Org Governance Committee; and
+ \item Annual financial report, prepared by the Financial Liaison and
+ approved by the X.Org Governance Committee; and
- \item Annual State of the Organization report, prepared by the Authorized Representative
- and approved by the X.Org Governance Committee.
+ \item Annual State of the Organization report, prepared by the
+ Authorized Representative and approved by the X.Org Governance
+ Committee.
\end{enumerate}
\section{Administrative Members}
-The offices of Authorized Representative of X.Org and Financial Liaison of X.Org shall be required to
-exist at all times. Additional offices may be created or eliminated as needed
-by resolution of the X.Org Governance Committee. The Administrative Members holding each office shall be
-appointed from the current Members of X.Org and approved by resolution of the
-X.Org Governance Committee at its Annual Meeting or as required when office vacancies exist.
-Administrative Members will serve for a term of one (1) year or until the next Annual Meeting
-of the X.Org Governance Committee, whichever comes first.
+The offices of Authorized Representative of X.Org and Financial Liaison of
+X.Org shall be required to exist at all times. Additional offices may be
+created or eliminated as needed by resolution of the X.Org Governance
+Committee. The Administrative Members holding each office shall be appointed
+from the current Members of X.Org and approved by resolution of the X.Org
+Governance Committee at its Annual Meeting or as required when office vacancies
+exist. Administrative Members will serve for a term of one (1) year or until
+the next Annual Meeting of the X.Org Governance Committee, whichever comes
+first.
\section{Leaving office}
An Administrative Member may leave their office for a number of reasons,
including but not limited to:
\begin{enumerate}[(i)\hspace{.2cm}]
- \item An Administrative Member may resign at any time by delivering notice to the
- X.Org Governance Committee in either electronic or written form. The resignation is deemed
- to take effect immediately upon receipt by the X.Org Governance Committee;
-
- \item At any time and from time to time, the X.Org Governance Committee may removed any
- Administrative Member, with or without cause, by a majority vote. The Administrative Member shall
- be entitled to participate in the discussion of the reasons for removal.
- If the Administrative Member is also a Leadership Member, they shall not be entitled to
- vote on the removal action or be counted as a voting member of the
- X.Org Governance Committee when calculating the majority vote; and
+ \item An Administrative Member may resign at any time by delivering
+ notice to the X.Org Governance Committee in either electronic or
+ written form. The resignation is deemed to take effect immediately
+ upon receipt by the X.Org Governance Committee;
+
+ \item At any time and from time to time, the X.Org Governance Committee
+ may removed any Administrative Member, with or without cause, by a
+ majority vote. The Administrative Member shall be entitled to
+ participate in the discussion of the reasons for removal. If the
+ Administrative Member is also a Leadership Member, they shall not be
+ entitled to vote on the removal action or be counted as a voting member
+ of the X.Org Governance Committee when calculating the majority vote;
+ and
- \item An office, other than Authorized Representative or Financial Liaison, may be eliminated by
- resolution of the X.Org Governance Committee and the Administrative Member holding the eliminated
- position will be required to leave their office.
+ \item An office, other than Authorized Representative or Financial
+ Liaison, may be eliminated by resolution of the X.Org Governance
+ Committee and the Administrative Member holding the eliminated position
+ will be required to leave their office.
\end{enumerate}
-Upon leaving office, the Administrative Member shall transfer any Equipment, Records or other
-assets of X.Org required to perform their duties to such party or parties as are
-designated by the X.Org Governance Committee.
+Upon leaving office, the Administrative Member shall transfer any Equipment,
+Records or other assets of X.Org required to perform their duties to such party
+or parties as are designated by the X.Org Governance Committee.
\section{Duties of Administrative Members}
The duties of these Administrative Members shall be carried out in accordance
@@ -626,28 +651,30 @@ The duties of Authorized Representative shall include, but not be limited to:
\item Be the official custodian of the records of X.Org;
- \item Maintain and keep the X.Org Governance Committee aprised of a list of all legal,
- contractual and fiduciary obligations of X.Org;
+ \item Maintain and keep the X.Org Governance Committee aprised of a
+ list of all legal, contractual and fiduciary obligations of X.Org;
- \item Submiting to the X.Org Governance Committee any communications or notifications which
- are addressed to the Authorized Representative of X.Org;
+ \item Submiting to the X.Org Governance Committee any communications or
+ notifications which are addressed to the Authorized Representative of
+ X.Org;
- \item Giving due notice of all meetings as directed by these Governance Rules;
+ \item Giving due notice of all meetings as directed by these Governance
+ Rules;
\item Preparing an annual report on the State of the Organization; and
- \item Carry out other such duties incident to their office as the X.Org Governance Committee
- may assign.
+ \item Carry out other such duties incident to their office as the X.Org
+ Governance Committee may assign.
\end{enumerate}
The duties of the Financial Liaison shall include, but not limited to:
\begin{enumerate}[(i)\hspace{.2cm}]
- \item Rendering at regular intervals, that the X.Org Governance Committee shall determine,
- a written account of the finances of X.Org;
+ \item Rendering at regular intervals, that the X.Org Governance
+ Committee shall determine, a written account of the finances of X.Org;
- \item Making available the reports generated by SFC for inspection by the
- X.Org Governance Committee;
+ \item Making available the reports generated by SFC for inspection by
+ the X.Org Governance Committee;
\item Carrying out other such duties incident to their office as the
X.Org Governance Committee may assign.
@@ -663,12 +690,14 @@ All requests to the SFC for payment above a minimum set by a resolution of the
X.Org Governance Committee shall be approved by the X.Org Governance Committee.
\section{Books and Records}
-The X.Org Governance Committee shall see that all necessary books and records of X.Org required by
-the Governance Rules or by any applicable law are regularly and properly kept.
+The X.Org Governance Committee shall see that all necessary books and records
+of X.Org required by the Governance Rules or by any applicable law are
+regularly and properly kept.
\section{Banking Arrangements}
-All monies of X.Org are treated as SFC assets in accordance with Financial Accounting
-Statement No. 136 issued by the Financial Accounting Standards Board.
+All monies of X.Org are treated as SFC assets in accordance with Financial
+Accounting Statement No. 136 issued by the Financial Accounting Standards
+Board.
\section{Borrowing by X.Org}
Subject to the limitations set out in the Act or in applicable law or in the
@@ -684,12 +713,13 @@ SFC, excluding a vote to for termination under section 10 of the SFC Fiscal
Sponsorship Agreement.
\article{AMENDMENT}
-These Governance Rules may be altered, amended or repealed by an affirmative vote of
-at least two-thirds (2/3) of the Members of X.Org.
+These Governance Rules may be altered, amended or repealed by an affirmative
+vote of at least two-thirds (2/3) of the Members of X.Org.
\bigskip
-ENACTED as the Governance Rules by the Members of X.Org at a meeting duly called and
-regularly held and at which a quorum was present on the PLACEHOLDER DATE.
+ENACTED as the Governance Rules by the Members of X.Org at a meeting duly
+called and regularly held and at which a quorum was present on the PLACEHOLDER
+DATE.
\end{document}