PSF Meeting Minutes for March 5, 2001

The Python Software Foundation

Minutes of the 1st Meeting of Board of Directors

The Board of Directors of the Python Software Foundation (the "Corporation") held its first meeting on March 5, 2001 at the Hilton Long Beach in Long Beach, Calif.

The directors attending were:

  • Paul Everitt
  • Greg Stein

No directors were absent.

On motion and by unanimous vote, Greg Stein was elected temporary Chairperson and then presided over the meeting.

Bylaws

Greg Stein presented a set of Bylaws for adoption by the Corporation. Upon motion by Stein, seconded by Paul Everitt, it was unanimously

RESOLVED, that the Bylaws presented at this meeting and included in the meeting minutes be and hereby are adopted as the Bylaws of the Corporation; RESOLVED FURTHER, that the Secretary of the Corporation is directed to see that a copy of the Bylaws is kept at the Corporation's principal office.

Members

Greg Stein presented a list of of founding members of the Corporation. Upon motion by Stein, seconded by Paul Everitt, it was unanimously

RESOLVED, that the following people be and hereby are elected nominated members of the Corporation:

[Street addresses elided]

David Ascher
Vancouver BC
Canada

Fred L. Drake, Jr.
Reston, VA
USA

Mark Hammond
Ashburton
Austrialia

Jeremy A. Hylton
Baltimore, MD
USA

Marc-Andre Lemburg
eGenix.com Software GmbH
Langenfeld
Germany

Fredrik Lundh
LINKĂ–PING
Sweden

Trent Mick
Vancouver BC
Canada

Tim Peters
Reston, VA
USA

Paul Prescod
ActiveState Corp.
Vancouver, BC
Canada

Eric S. Raymond
Malvern PA
USA

Guido van Rossum
Reston, VA
USA

Gregory J. Stein
Palo Alto, CA
USA

Christian Tismer
Berlin
Germany

Barry A. Warsaw
Silver Spring, MD
USA

Thomas Wouters
Amsterdam
The Netherlands

Moshe Zadka
Mevasseret-Zion
Israel

RESOLVED FURTHER, that the following Corporations be and hereby are elected sponsor members of the Corporation:

ActiveState Corporation
Representative: Dick Hardt
580 Granville Street
Vancouver, BC V6C 1W6
Canada

Digital Creations, Inc.
Representative: Paul Everitt
Lafayette Technology Center
513 Prince Edward Street
Fredericksburg, VA 22401
USA

Adjournment

Since there was no further business, the meeting, on motion by Greg Stein, seconded by Paul Everitt, and unanimously approved, was adjourned.

Bylaws

                                   Bylaws
                                     of
                       The Python Software Foundation

ARTICLE I

Business Offices

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.

ARTICLE II

Registered Offices and Registered Agents

Section 2.1. Delaware. 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.

Section 2.2. Other States. 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.

ARTICLE III

Meetings of Members

Section 3.1. Place of Meetings. 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.

Section 3.2. Annual Meeting. 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.

Section 3.3. Special Meetings. 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.

Section 3.4. Notice. 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.

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.

Section 3.5. Notice of Adjourned Meetings. 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.

Section 3.6. Waiver of Notice. 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.

Section 3.7. Fixing Record Date.

(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.

(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.

(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.

Section 3.8. Record of Members Having Voting Rights. 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.

Section 3.9. Member Quorum. 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.

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.

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.

Section 3.10. Voting. 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.

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.

Section 3.11. Proxies. 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.

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.

Section 3.12. Action by Members Without a Meeting. 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.

ARTICLE IV

Members

Section 4.1. Member Classes. There are three classes of members of the
corporation, denoted as nominated members, sponsor members, and emeritus
members. References in these Bylaws to a "member" or to the "members" of the
corporation shall not include any emeritus member unless explicitly provided
otherwise.

Section 4.2. Nominated Members. To be eligible for membership as a nominated
member, a person or entity must be nominated by a current member of the
corporation.

Section 4.3. Sponsor Members. A sponsor member (or "sponsor") is similar to
a nominated member in all respects except that a sponsor must pay a yearly
fee to the corporation. The initial yearly fee is due upon admission to the
corporation as a member on a pro-rata basis for the remainder of the fiscal
year. Thereafter, the yearly fee is due upon the beginning of each fiscal
year. From the due date, until the fee is paid, all membership rights of the
sponsor member, including the right to vote and be counted for purposes of
quorum, are suspended and terminated until the sponsor member's yearly fee
has been paid in full.

The initial amount of the yearly fee is determined by Board of Directors
until at least one sponsor member exists. Thereafter, the amount of the
yearly fee may be changed from time to time by a majority vote of the
sponsor members of record at that time.

If a sponsor member is involuntarily converted to an emeritus member, then
the sponsor shall be returned a pro-rata portion of the yearly fee based
upon the date of conversion and the time remaining in the fiscal year. Upon
reinstatement from an involuntary conversion to emeritus status, the sponsor
member shall pay a pro-rata portion of the yearly fee based upon the date of
reinstatement and the time remaining in the fiscal year. If the sponsor
member is involuntarily terminated from membership, then the sponsor shall
be returned a pro-rata portion of the yearly fee based upon the date of
termination and the time remaining in the fiscal year. The sponsor member is
not entitled to any refund, in total or in part, of the yearly fee if the
sponsor voluntarily converts to an emeritus member or withdraws from
membership.

Section 4.4. Admission of Members. A member must complete a written
membership application in such form as shall be adopted by the Board of
Directors from time to time. The nomination, if applicable, and the content
of the membership application 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.

Section 4.5. Emeritus Members. 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.

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.

Section 4.6. Voluntary Conversion of Membership to Emeritus Status. 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.

Section 4.7. Involuntary Conversion of Membership to Emeritus Status. 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.

Section 4.8. Reinstatement of Membership of Emeritus Members. 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.

Section 4.9. Voluntary Withdrawal from Membership. 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.

Section 4.10. Termination from Membership. 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.

Section 4.11. Effect of Withdrawal or Termination of Membership. 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.

ARTICLE V

Directors

Section 5.1. Powers. 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.

Section 5.2. Qualification. Directors need not be residents of Delaware or
of the United States nor members of the corporation.

Section 5.3. Compensation. The Board of Directors shall have authority to
fix the compensation of directors unless otherwise provided in the
Certificate of Incorporation.

Section 5.4. Number. The corporation shall initially have seven (7)
directors. Thereafter, the number of directors shall be fixed by the members
at each annual meeting of members.

Section 5.5. Election and Term. 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.

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.

Section 5.6. Resignation and Removal of Directors. 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.

Section 5.7. Vacancies. 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.

Section 5.8. Quorum and Voting. 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.

Section 5.9. Executive and Other Committees. 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.

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.

Section 5.10. Place of Meetings. 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.

Section 5.11. Time, Notice and Call of Meetings. 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.

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.

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.

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.

Section 5.12. Action Without a Meeting. 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.

Section 5.13. Director Conflicts of Interest. 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:

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

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

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.

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.

ARTICLE VI

Officers

Section 6.1. Officers. 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.

Section 6.2. Duties. The officers of the corporation shall have the
following duties:

A. Chairman of the Board. 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.

B. Vice Chairman. 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.

C. President. 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.

D. Vice President. 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.

E. Secretary and Assistant Secretary. 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.

F. Treasurer and Assistant Treasurer. 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.

Section 6.3. Project Management Committees. 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.

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.

The Board of Directors of the corporation may, by resolution, terminate a
Project Management Committee at any time.

Section 6.4. Election and Term. 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.

Section 6.5. Removal of Officers. 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.

Section 6.6. Vacancies. Any vacancy, however occurring, in any office or any
Project Management Committee may be filled by the Board of Directors.

Section 6.7. Compensation. 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.

ARTICLE VII

Books and Records

Section 7.1. Books and Records. 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.

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.

Each member shall be responsible for notifying the corporation of changes to
such member's address, telephone number, facsimile number or electronic mail
address.

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.

Section 7.2. Members' Inspection Rights. 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.

ARTICLE VIII

Nonprofit Status

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.

ARTICLE IX

Corporate Seal

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.

ARTICLE X

Amendment

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.

ARTICLE XI

Limits on Liability of Directors

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.

ARTICLE XII

Indemnification of Officers and Directors

Section 12.1. 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, 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.

Section 12.2. Advance Payment of Expenses. 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.

Section 12.3. Right of Claimant to Bring Suit. 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.

Section 12.4. Contract Rights. 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.

Section 12.5. Rights Non-exclusive. 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.

Section 12.6. Insurance. 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.

Section 12.7. Definitions. 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.

Section 12.8. Continued Coverage. 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.

ARTICLE XIII

General Provisions

Section 13.1. Checks. 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.

Section 13.2. Fiscal Year. The fiscal year of the corporation shall be fixed
by resolution of the Board of Directors.

Section 13.3. Loans. 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.

Section 13.4. Deposits. 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.

Section 13.5. Contracts. 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.

Section 13.6. Counterpart Execution: Facsimile Execution. 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.

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