Initial import of the by-laws (2006/10/10)

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+\documentclass[10pt, english]{bylaws}
+\usepackage{enumerate}
+
+\begin{document}
+\title{BYLAWS of the X.Org Foundation}
+\maketitle
+\date{November 10, 2006}
+
+BE IT ENACTED AND IT IS HEREBY ENACTED as a By-law of the X.Org Foundation
+(hereinafter called "X.Org") as follows:
+
+\article{PURPOSE}
+
+The purpose of the X.Org Foundation shall be to:
+\begin{enumerate}[(i)\hspace{.2cm}]
+	\item research, develop, support, organize, administrate, standardize,
+	promote, and defend the X Window System,
+
+	\item support, educate, organize and participate in the community of
+	developers of the X Window System, and
+
+	\item support and educate the general community of users of the X Window
+	System.
+\end{enumerate}
+
+\article{INTERPRETATION}
+
+\section{Definitions}
+In this Article and all other Articles of these By-laws, unless the context
+otherwise requires:
+
+\begin{enumerate}[(i)\hspace{.2cm}]
+	\item "Act" means the National Cooperative Research and Production Act
+	of 1993 of the United States and any Act that may hereafter be
+	substituted therefore, as from time to time amended;
+
+	\item “Director” means a member that has been elected to serve on the
+	Board of Directors;
+
+	\item "Board" means the Board of Directors of X.Org;
+
+	\item "By-laws" means the By-laws of X.Org, as amended and in force
+	from time to time;
+
+	\item “Officer” means a Member that has been appointed by the Board to
+	serve in the role of an Officer as defined in these By-laws;
+
+	\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;
+
+	\item “Member” means an individual who has duly executed a Membership
+	Agreement and is in good standing; and
+
+	\item "Membership Agreement" means the X.Org Foundation Membership
+	Agreement, as amended and in force from time to time.
+\end{enumerate}
+
+\section{Number}
+In this Article and all other Articles of these By-laws, unless the context
+otherwise requires:
+
+\begin{enumerate}[(i)\hspace{.2cm}]
+	\item words importing the singular number include the plural and
+		vice-versa;
+
+	\item words importing the masculine gender include the feminine and
+	neuter genders; and
+
+	\item any reference to a percentage of Members or Directors for quorum
+	and other voting purposes shall mean the smallest whole number
+	that is not less than the relevant percentage of Members or Directors
+	indicated.
+\end{enumerate}
+
+\section{Notices}
+In this Article, and all other Articles of these By-laws, unless the context
+otherwise requires:
+
+\begin{enumerate}[(i)\hspace{.2cm}]
+	\item Any notice (which term includes any communication or document) to
+	be given, sent, delivered or served pursuant to the Act, the By-laws 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 his last
+	address as recorded in the books of X.Org or if mailed by prepaid
+	ordinary mail or airmail addressed to him at his last address as
+	recorded in the books of X.Org or if sent to him at his said address by
+	means of facsimile or recorded communication. The Secretary may change
+	the address on X.Org's books of any Member with any information believed
+	by him to be reliable. A notice so delivered shall be deemed to have
+	been received when it is delivered at the address aforesaid. 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
+	Secretary;
+
+	\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
+	date of the meeting or other event shall be excluded;
+
+	\item In computing the hour when notice must be given under any
+	provision requiring a specified number of hours' notice of any meeting
+	or other event, the hour of giving the notice shall be included and the
+	hour of the meeting or other event shall be excluded;
+
+	\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 him under
+	any provision of the Act or the By-laws 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}
+
+\section{Membership}
+The Members of X.Org shall be designated as Members in good standing who have
+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}.
+
+\section{Relationship to Membership Agreement}
+Where any provision of these By-laws is found to be in contradiction to the
+Membership Agreement, these By-laws 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:
+
+\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 Board, 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.
+\end{enumerate}
+
+\section{Member Declaration of Affiliations}
+It shall be the duty of all individual Members at the time of application for
+membership, and at any time there is a change of circumstances for the Member
+during their membership in X.Org, to declare any relevent affiliation to a
+company or other institution.
+
+\section{Notification}
+The Secretary shall promptly notify each member upon his admission to membership
+in X.Org.
+
+\section{Transfer of Membership}
+Membership in X.Org is not transferable and ceases upon the death or withdrawal
+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 Board. 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 By-laws or any
+	agreement with X.Org, which the Member in question is a party to or
+	bound by;
+
+	\item a failure to observe any of the rules or regulations of X.Org or
+	the operational requirements of X.Org and after having received 30
+	days' notice of such failure, the failure to rectify his behavior or
+	procedures to the satisfaction of the Board;
+
+	\item a finding by the Board that the Member in question permitted or
+	tolerated a criminal act by its or his 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 his responsibility and within his powers for the
+	maintenance or preservation of X.Org; and
+
+	\item a finding by the Board that the Member supplied false information
+	when executing the Membership Agreement.
+\end{enumerate}
+
+No resolution for expulsion shall be put before the Board until after the Member
+in question has been notified of the cause and afforded an opportunity for a
+hearing before the Board. The Board shall notify the Member in question of the
+reason for the expulsion  and of the time and place of the meeting of the Board
+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 Board and the Member should the Member request it. The Secretary of the
+Board 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 Secretary of X.Org.
+
+\section{Termination of Membership}
+Membership in X.Org terminates automatically upon the happening of any of the
+following events:
+
+\begin{enumerate}[(i)\hspace{.2cm}]
+	\item If the Members fails to renew his membership within 30 days of
+	receiving notification requesting renewal;
+
+	\item If the Member is expelled from X.Org pursuant to the By-laws; or
+
+	\item If the Member resigns, following the process described above, as a
+	Member of X.Org.
+\end{enumerate}
+
+\section{Liability of Terminated Members}
+A Member whose membership is terminated:
+
+\begin{enumerate}[(i)\hspace{.2cm}]
+	\item Shall have no further rights after the effective date of
+	termination; and
+
+	\item Shall deliver any Equipment or other assets in his 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 Secretary and shall discharge in full his
+	share of the outstanding liabilities of X.Org as of the date of
+	termination.
+\end{enumerate}
+
+\section{Member Declaration of Interest}
+It shall be the duty of every Member who is in any way, whether directly or
+indirectly, interested in a contract or arrangement or proposed contract or
+proposed arrangement with X.Org, to declare such interest and to refrain from
+voting in respect of the contract or arrangement or proposed contract or
+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:
+
+\begin{enumerate}[(i)\hspace{.2cm}]
+	\item Receiving the reports and statements required by the Act and the
+	By-laws to be placed before the Members at an annual meeting; and
+
+	\item Transacting any other business properly brought before the
+	meeting.
+\end{enumerate}
+
+
+\section{Special Meetings}
+The Board 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
+nature of the business to be transacted shall be given at least 21 days before
+the date of the meeting to each Member.
+
+\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
+matters may be considered which may be transacted at a meeting of the Members.
+
+\section{Persons Entitled to Participate}
+The only persons entitled to participate in a meeting of the Members shall be
+Members and others who, although not entitled to vote, are entitled or required
+under any provision of the Act or By-laws to participate in the meeting. Any
+other individual may be allowed to participate only on the invitation of the
+Board of X.Org.
+
+\section{Right to Vote}
+At any meeting of the Members, every Member shall be entitled to vote.
+
+\section{Voting Generally}
+All questions properly coming 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 Board 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:
+
+\begin{enumerate}[(i)\hspace{.2cm}]
+	\item any amendment or supplement of the By-laws;
+
+	\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 any agreement other than in the ordinary
+	course of X.Org's business;
+
+	\item the distribution of substantially all of X.Orgs assets;
+
+	\item the termination or dissolution of X.Org; or
+
+	\item any amendment or supplement of the Membership Agreement.
+\end{enumerate}
+
+\section{Conduct of Meetings}
+X.Org recognizes that its Members are located throughout the world, and as such
+the holding of meetings in a single physical location attended by a significant
+number of the Members is impractical. For the purposes of these By-Laws, a
+Meeting shall be considered to be a fixed period of time in which the business
+of X.Org and its Members is conducted. Communication at the meeting shall be
+conducted electronically using, but not limited to: telephone, email, Internet
+Relay Chat, message forums and electronic audio or video transmissions.
+
+\begin{enumerate}[(i)\hspace{.2cm}]
+	\item Motions to be considered at a Meeting, including all supporting
+	documentation, shall be presented to the Secretary at least 72 hours
+	prior to the meeting. The Secretary shall present all motions, including
+	the online location of all suporting 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
+	Secretary at his discretion after all relevant discussions has
+	concluded. The discussion shall be considered closed 24 hours after the
+	Secretary'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 Secretary using all forms of communications that
+	were in use for the Meeting as is practical as determined by the Board.
+\end{enumerate}
+
+Meetings may be held in other forms or schedules if all Members consent.
+
+\section{Informal Gatherings}
+Decisions made at informal gatherings shall be non-binding until ratified by a
+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.
+
+\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.
+
+\article{BOARD OF DIRECTORS AND OFFICERS}
+
+\section{Powers}
+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
+conduct the business and affairs of X.Org. Without limiting the generality of
+the foregoing, the Board shall have the authority to:
+
+\begin{enumerate}[(i)\hspace{.2cm}]
+	\item Establish, empower and dissolve 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 protect the use of the X.Org name and associated logos;
+
+	\item ensure effective organizational planning for X.Org;
+
+	\item conduct annual elections for the representatives of the Board of
+	Directors;
+
+	\item act as a court of appeal for any issues raised by the Membership
+	of X.Org; and
+
+	\item assess its own annual performance and report the results of the
+	assessment to the Members.
+\end{enumerate}
+
+\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
+declared company affiliations with the same company or institution as required
+by Section 4 of Article 2 may serve as Directors at any given time.
+
+\section{Annual Elections}
+Annual elections will be held at a Meeting of the Members to elect Directors so
+as to bring the total number of Directors to eight (8).  The four (4) Members
+receiving the highest vote totals from the annual election will be considered an
+elected Director and each such Director will hold office for a term of two (2)
+years.  If more than four (4) Directors are required to bring
+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:
+
+\begin{enumerate}[(i)\hspace{.2cm}]
+	\item Special Elections may be held at any time when a vacancy exists
+	unless the time of the Special election would fall within the one (1)
+	months prior to the Annual Election; and
+
+	\item Regardless of the number of Directors required to bring the total
+	number of Directors to eight (8), the Director elected in a Special
+	Election will hold office for a term of time until the next Annual
+	Election.
+\end{enumerate}
+
+\section{Resignation}
+A Director may resign at any time by delivering notice to the Board or to the
+Secretary of X.Org in either electronic or written form.  The resignation is
+deemed to take effect immediately upon receipt by the Board or Secretary of
+X.Org.
+
+\section{Terminations}
+At any time and from time to time, the Board may remove any Director with a
+two-thirds (2/3) vote of the Directors.  The Director 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 Board when calculating the two-thirds (2/3)
+vote.  When multiple Directors are the subject of a removal action, each will be
+considered separately and each vote to remove a Director shall be a separate
+vote.  The termination of a Director may be with or without cause.
+
+\section{Vacancy}
+Vacancies of Director positions may arise from time to time and may be due to
+death, resignation, termination, completion of elected term or lack of electable
+candidates.  Vacancies may be filled by Annual Elections or Special Elections of
+Directors.  In the event the board has 4 or fewer Directors, no new business may
+be conducted until the vacancies are filled. The board may continue to conduct
+business, however, as necessary to satisfy existing obligations. If at any time,
+subject to the limits in 4.4.(i), there exists two (2) or more vacancies of
+Director positions on the Board, a Special Election shall be held.
+
+\section{Procedures}
+The Board shall have power to fix its own rules of procedure from time to time.
+The Board 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 Board except at a meeting of the directors
+at which a quorum of the board is present. A Quorum of the board shall be
+defined as a majority of the full Board of Directors.
+
+\section{Annual Meeting}
+An Annual Meeting of the Board shall take place at a time and place designated
+by the Board.  The purpose of the Annual Meeting shall be to conduct the
+business of the organization, including but not limited to: appointing Officers
+and organizing the Annual Election of Directors.
+
+\section{Special Meetings}
+Special Meetings of the Board shall take place as deemed necessary by the
+majority of the Directors.  The purpose of such meetings shall be to conduct
+the business of the organization.
+
+\section{Participation in Meetings}
+Annual and Special Meetings of the Board may be held in person or by such means
+of telephone, electronic or other communication facilities as permit all persons
+participating in a 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 Board held in person shall be
+delivered to the Directors by the Secretary no less than one (1) month prior to
+the meeting.  Notice of Annual or Special Meetings of the Board held by any
+other means than in person as described in Section 12 of Article 4 shall be
+delivered to the Directors by the Secretary no less than twenty-four (24) hours
+prior to the meeting.
+
+\section{Voting}
+Unless otherwise required by these By-laws, questions arising at any meeting of
+the Board shall be decided by a majority vote of the full Board of Directors.
+Each Board member is authorized to exercise one vote. At all meetings of the
+Board, a question shall be resolved by poll only if required by the Secretary or
+requested by any Board member. A declaration by the Secretary 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
+Board at which that person is present. Procedures for inviting of Members to
+appear at any meeting of the Board shall be determined by resolution of the
+Board.
+
+\section{Committees}
+The Board from time to time may appoint such 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 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 Board may from time to time
+make.
+
+\section{Remuneration}
+The Board of Directors and Officers 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 Director or Officer duties shall be considered for reimbursement by the
+Board.
+
+\section{Requirements}
+The Board 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 Treasurer and approved by
+	the Board; and
+
+	\item Annual State of the Organization report, prepared by the Secretary
+	and approved by the Board.
+\end{enumerate}
+
+\section{Officers}
+The offices of Secretary of X.Org and Treasurer of X.Org shall be required
+to exist at all times.  Additional offices may be created or eliminated as
+needed by resolution of the Board.  The Officers holding each office shall be
+appointed from the current Members of X.Org and approved by resolution of the
+Board at its Annual Meeting or as required when office vacancies exist.
+Officers will serve for a term of one (1) year or until the next Annual Meeting
+of the Board, whichever comes first.
+
+\section{Leaving office}
+An Officer may leave his office for a number of reasons, including but not
+limited to:
+
+\begin{enumerate}[(i)\hspace{.2cm}]
+	\item An Officer may resign at any time by delivering notice to the
+	Board in either electronic or written form.  The resignation is deemed
+	to take effect immediately upon receipt by the Board;
+
+	\item At any time and from time to time, the Board may removed any
+	officer, with or without cause, by a majority vote.  The Officer shall
+	be entitled to participate in the discussion of the reasons for removal.
+	If the officer is also a Director, he shall not be entitled to vote on
+	the removal action or be counted as a voting member of the Board when
+	calculating the majority vote; and
+
+	\item An office, other than Secretary or Treasurer, may be eliminated by
+	resolution of the Board and the Officer holding the eliminated position
+	will be required to leave his office.
+
+\end{enumerate}
+
+Upon leaving office, the Officer shall transfer any Equipment, Records or other
+assets of X.Org required to perform his duties to such party or parties as are
+designated by the Board.
+
+\section{Duties of Officers}
+The duties of these officers shall be carried out in accordance with the
+procedures descibed in these bylaws and other resolutions enacted by the board.
+
+The duties of Secretary shall include, but not be limited to:
+
+\begin{enumerate}[(i)\hspace{.2cm}]
+	\item keeping the minutes and records of X.Org in one or more books
+	provided for that purpose;
+
+	\item seeing that all notices are duly given and served to Members of
+	X.Org;
+
+	\item be the official custodian of the records and seal of X.Org;
+
+	\item maintain and keep the Board aprised of a list of all legal,
+	contractual and fiduciary obligations of X.Org;
+
+	\item submiting to the Board any communications or notifications which
+	are addressed to the Secretary of X.Org;
+
+	\item giving due notice of all meetings as directed by these By-laws;
+
+	\item preparing an annual report on the State of the Organization; and
+
+	\item carry out other such duties incident to histhe office as the Board
+	may assign.
+\end{enumerate}
+
+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;
+
+	\item accounting for dispersement of the monies of X.Org and record such
+	information in the books provided for that purpose;
+
+	\item rendering at regular intervals such as the Board shall determine a
+	written account of the finances of X.Org;
+
+	\item making available the books at all times for inspection by the
+	Board; and
+
+	\item carrying out other such duties incident to histhe office as the
+	Board may assign.
+\end{enumerate}
+
+\article{PROTECTION OF DIRECTORS AND OFFICERS}
+
+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.
+
+\section{Right to Indemnification}
+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 or Officer 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.
+
+\section{Advance Payment of Expenses}
+Expenses (including reasonable attorneys' fees) incurred by any person who is or
+was an Officer, Director 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 Foundation 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.
+
+\article{TRANSACTION OF THE AFFAIRS OF X.ORG}
+
+\section{Financial Year}
+The financial year of X.Org shall end on the 31st day of December in each year.
+
+\section{Checks, Drafts, Notes, etc}
+All checks, drafts or orders for the payment of money and all notes and
+acceptances
+and bills of exchange above a minimum set by a resolution of the Board shall be
+approved by the Board.
+
+\section{Books and Records}
+The Board shall see that all necessary books and records of X.Org required by
+the By-laws or by any applicable law are regularly and properly kept.
+
+\section{Banking Arrangements}
+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 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.
+\end{enumerate}
+
+\section{Borrowing by X.Org}
+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.
+
+\section{Entering into 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.
+
+\section{Non-Profit Statement}
+X.Org is organized exclusively for scientific and educational purposes within
+the meaning of  Section 501(c)(3) of the 1986 Internal Revenue Code.
+
+\article{AMENDMENT}
+These By-law may be altered, amended or repealed by an affirmative vote of
+at least two-thirds (2/3) of the Members of X.Org.
+
+ENACTED as a By-law by the Members of X.Org at a meeting duly called and
+regularly held and at which a quorum was present on the 22nd September 2003.
+
+
+\end{document}