SPI: initial update in view of the merge

2 files changed, 47 insertions, 23 deletions

diff --git a/bylaws.pdf b/bylaws.pdf
index fa131d9..403e415 100644
--- a/bylaws.pdf
+++ b/bylaws.pdf
diff --git a/bylaws.tex b/bylaws.tex
index 4f0ac94..1cc2d67 100644
--- a/bylaws.tex
+++ b/bylaws.tex
@@ -4,7 +4,7 @@
 \begin{document}
 \title{BYLAWS of the X.Org Foundation}
 \maketitle
-\date{November 10, 2006}
+\date{}
 
 BE IT ENACTED AND IT IS HEREBY ENACTED as a By-law of the X.Org Foundation
 (hereinafter called "X.Org") as follows:
@@ -34,6 +34,8 @@ otherwise requires:
 	of 1993 of the United States and any Act that may hereafter be
 	substituted therefore, as from time to time amended;
 
+	\item "Foundation" means the X.Org Foundation;
+
 	\item “Director” means a member that has been elected to serve on the
 	Board of Directors;
 
@@ -243,7 +245,6 @@ proposed arrangement.
 
 \article{MEMBERSHIP MEETINGS}
 
-
 \section{Annual Meeting}
 An annual meeting of the Members shall be held each year at a time, place and
 date determined by the Members, for the purpose of:
@@ -365,8 +366,12 @@ of the Members present.
 \article{BOARD OF DIRECTORS AND OFFICERS}
 
 \section{Powers}
+The Board operates within the boundaries given by the legal entity that
+represents the Foundation, SPI\footnote{Software
+in the Public Interest: \url{http://www.spi-inc.org/}}.\\
+
 The Board shall possess and may exercise (subject to limitations imposed by the
-Act or otherwise by law) all the powers and responsibilities required to
+Act, SPI 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 Board shall have the authority to:
 
@@ -375,7 +380,7 @@ the foregoing, the Board shall have the authority to:
 	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
+	\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;
@@ -397,6 +402,22 @@ the foregoing, the Board shall have the authority to:
 	assessment to the Members.
 \end{enumerate}
 
+Some powers are held by SPI only and shall not be possessed nor exercised by
+the Board. These powers include:
+
+\begin{enumerate}[(i)\hspace{.2cm}]
+	\item Holding funds or intangible assets (trademarks or other
+Intellectual Property);
+
+	\item accepting donations or assets valued at over \$300;
+
+	\item transfering funds or assets without the consent of SPI; and
+
+	\item signing contracts (see \ref{section_entering_contracts}).
+\end{enumerate}
+
+SPI: ARE THOSE POTENTIAL SERVICES OR REQUIREMENTS?
+
 \section{Constitution}
 The Board shall consist of no more than eight (8) Directors, who are current
 Members, elected by the Membership.  No more than two (2) Members who have
@@ -413,6 +434,7 @@ the total number of Directors to eight (8), then each of the Members receiving
 the next highest vote totals from the annual election required to bring the
 total number of Directors to eight (8) will be considered an elected Director
 and each such Director will hold office for a term of one (1) year.
+
 \section{Special Elections}
 Special elections are defined to be the same as Annual Elections, with the
 following exceptions:
@@ -603,8 +625,7 @@ The duties of the Treasurer shall include, but not limited to:
 
 \begin{enumerate}[(i)\hspace{.2cm}]
 	\item receiving and giving receipts for all monies due or belonging to
-	X.Org and deposit such monies into to the bank or trust company as
-	directed by the Board;
+	X.Org as a proxy between the treasurer of SPI and the Board;
 
 	\item accounting for dispersement of the monies of X.Org and record such
 	information in the books provided for that purpose;
@@ -613,7 +634,10 @@ The duties of the Treasurer shall include, but not limited to:
 	written account of the finances of X.Org;
 
 	\item making available the books at all times for inspection by the
-	Board; and
+	Board;
+
+	\item tracking the state of every monetary transaction to make sure
+	they have been completed successfully by SPI; and
 
 	\item carrying out other such duties incident to histhe office as the
 	Board may assign.
@@ -621,8 +645,10 @@ The duties of the Treasurer shall include, but not limited to:
 
 \article{PROTECTION OF DIRECTORS AND OFFICERS}
 
+SPI: How should we change this article? Do you have any policy on this topic?
+
 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
+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.
 
@@ -675,21 +701,12 @@ The Board shall designate, by resolution, the following items pertaining to the
 banking arrangements of X.Org:
 
 \begin{enumerate}[(i)\hspace{.2cm}]
-	\item the monies of X.Org shall be deposited in the name of the
-	organization in an account specifically for the organization with the
-	bank or trust company that the Board has designated as X.Org's banker;
+	\item the monies of X.Org shall be deposited to and drawn from the
+	treasurer of SPI who reserves himself the right to refuse a transaction
+	if said transaction doesn't follow the rules set by SPI;
 
-	\item the monies shall be drawn from such accounts only by check or
-	other order for payment signed by at least two such persons and in such
-	manner as determined by resolution of the Board of Directors;
-
-	\item any agreement relating to any banking business shall be executed
-	and the rights and powers of the parties thereto shall be defined by the
-	Board of Directors; and
-
-	\item any officer of the bank to do any act or thing on X.Org's behalf
-	to facilitate the banking business shall be so authorized by resolution
-	of the Board.
+	\item the monies shall be drawn from SPI only by check or other order
+	for payment after the approval of the Board of Directors;
 \end{enumerate}
 
 \section{Borrowing by X.Org}
@@ -697,12 +714,19 @@ Subject to the limitations set out in the Act or in applicable law or in the
 By-laws, neither the Directors nor the Officers of X.Org may borrow money on the
 credit of X.Org.
 
+SPI: I guess this is also not allowed if we were to merge with you?
+
 \section{Entering into Contracts}
+\label{section_entering_contracts}
 The Board shall approve, by resolution, any and all contracts entered into by
 X.Org. To avoid potential conflict of interests, any Contract entered into by
 X.Org in which a Member has an interest shall have fair and reasonable terms and
 conditions equivalent to such terms and conditions as would exist if the
-Contract were being entered into with a non-Member.
+Contract were being entered into with a non-Member. SPI is however the only
+entity habilitated to sign contracts, when mandated by the Board.
+
+SPI: Is this true? Does the board requires to contact you to sign a contract or
+do you provide that as a non-mandatory service?
 
 \section{Non-Profit Statement}
 X.Org is organized exclusively for scientific and educational purposes within