The name of the organization shall be Community Free Software Group, Inc.
The principle office of the Corporation shall be established and maintained as designated in the Articles of Incorporation. The Corporation may also have offices at such places within or without the State of New York as the Board of Directors may from time to time establish.
1. The purposes for which the Corporation is formed are to promote the use of Free Software, defined as computer software offering the freedom to use, study, copy, modify and redistribute, and to provide Free Software educational, developmental, and training services. The Corporation is not formed for pecuniary or financial gain, and no part of the assets, income or profit of the Corporation is distributable to, or inures to the benefit of its directors or officers except to the extent permitted under the Not-for-Profit Corporation Laws of the State of New York. The corporation shall not participate in the carrying on of propaganda, or otherwise attempting to influence legislation, and the Corporation shall not participate in, or intervene in (including the publishing or distribution of statements) any political campaign on behalf of any candidate for public office.
2. The Corporation may lease, and, by gift, devise, or purchase, own and operate real estate for the Corporate purposes; and the corporation may also solicit donations and accept money or personal property in aid of its purposes and to maintain the same.
The following are basic policies of the Corporation:
1. The Corporation shall be noncommercial, nonsectarian, and nonpartisan.
2. The name of the Corporation or the names of any members in their official capacities shall not be used in any connection with a commercial concern or with any partisan interest or for any purpose not appropriately related to promotion of the purposes of the Corporation.
3. The Corporation may cooperate with other organizations and agencies concerned with child welfare but persons representing the Corporation in such matters shall make no commitments that bind the Corporation.
OFFICERS AND THEIR ELECTION
1.1 The officers of the Corporation shall consist of a President, a Vice President, a Secretary and a Treasurer.
1.2 Officers shall be elected by vote of the Directors of the Corporation at the Annual Meeting of the Corporation. However, if there is but one nominee for any office, it shall be in order to move that the Secretary cast the elective ballot of the Corporation for the nominee.
1.3 Officers shall assume their official duties following the close of the Annual Meeting and shall serve for a term of one year and until the election and qualification of their successors.
1.4 Any two or more offices may be held by the same person, except the offices of President and Secretary.
2.1 There shall be a nominating committee composed of three members selected by the Board of Directors.
2.2 The nominating committee shall nominate one eligible person for each office to be filled and report its nominees at the meeting before the election, at which time additional nominations may be made from the floor.
2.3 Only those persons who have signified their consent to serve if elected shall be nominated for or elected to such office.
3. Vacancy. A vacancy occurring in any office shall be filled for the unexpired term by a person elected by a majority vote of the remaining members of the executive committee, notice of such election having been given. In case a vacancy occurs in the office of President, the Vice President shall serve notice of the election.
DUTIES OF OFFICERS
1. The President shall preside at all meetings of the Corporation and of the Board of Directors at which he may be present; shall present at the Annual Meeting of the Corporation an annual report of the work of the organization; shall appoint all committees, temporary or permanent; Shall see all books, reports, and certificates required by law are properly kept or filed; shall be one of the officers who may sign the checks or drafts of the organization; shall perform such duties as may be prescribed in these Bylaws or assigned to him by the Corporation or by the Board of Directors and shall coordinate the work of the officers and committees of the Corporation in order that the purpose of said duty may be promoted.
2. The Vice President shall act as aide to the President and shall perform the duties of the President in the absence or disability of that officer to act.
3. The Secretary shall record the minutes and records of all meetings of the Corporation and the Board of Directors; shall file any certificate required by any statute, federal or state; shall give and serve all notices to the members of the organization; shall be the official custodian of the records and seal of the organization; may be one of the officers required to sign the checks and drafts of the organization; shall present to the membership at any meetings any communication addressed to him as Secretary of the organization and shall attend to all correspondence of the organization.
4. The Treasurer shall have custody of all of the funds of the Corporation; shall keep a full and accurate account of all receipts and expenditures; shall be responsible for the maintenance of such books of account and records as to conform to the requirements of the Bylaws; shall make disbursements in accordance with the approved budget, as authorized by the Corporation, Board of Directors, or a special committee; must be one of the officers who shall sign checks or drafts of the organization and shall present a financial statement and make a full report at the Annual Meeting and at other times when requested by the Board of Directors. The Treasurer's accounts shall be examined annually by an auditor or an auditing committee of not less than three members, who, satisfied that the Treasurer's annual report is correct, shall sign a statement of that fact at the end of the report. The auditing committee shall be appointed by the Board of Directors at least two weeks before the Annual Meeting.
5. All officers shall:
5.1 Perform the duties prescribed in the parliamentary authority in addition to those outlined in these Bylaws and those assigned from time to time.
5.2 Deliver to their successors all official material not later than ten days following the election of their successors.
BOARD OF DIRECTORS
1. The Corporation shall be managed by the Board of Directors, which shall consist of not less than three directors. Each director shall be at least eighteen years of age, and at least one of the directors elected shall be a resident of the State of New York and a citizen of the United States.
2. The duties of the Board of Directors shall be:
2.1 To transact necessary business in the intervals between meetings of the Corporation and such other business as may be referred to it by the Corporation;
2.2 to create Standing Committees;
2.3 to approve the plans of work of the Standing Committees;
2.4 to appoint an auditor or an auditing committee at least two weeks before the Annual Meeting to audit the Treasurer's accounts;
2.5 to prepare and submit to the Corporation for approval a budget for the fiscal year; and
2.6 to approve routine bills within the limits of the budget.
3. A director may be removed when sufficient cause exists for removal. The Board of Directors may entertain charges against any director, and shall adopt such rules for this hearing as it may in its discretion consider necessary for the best interests of the Corporation.
1. The Annual Meeting of the Corporation shall be held on the first Monday, which is not a legal holiday, of July unless otherwise provided by the Corporation or by the Board of Directors. Ten days notice shall be given of change of date. Special meetings of the Board of Directors may be called by the President or by a majority of the members of the Board upon five days written notice.
1.1 The Secretary shall cause to be sent to every Director of the Corporation a notice telling the time and place of the Annual Meeting.
1.2 The Board of Directors may designate any place within the State of New York as the place of meeting for any Annual Meeting or any special meeting called by the Board of Directors.
2. A majority of the Board of Directors shall constitute a quorum for the transaction of business in any meeting of the Corporation.
3. Each Director shall be entitled at each meeting of the Directors and upon each proposal, matter or motion at each meeting to one vote.
4. All proposals, matters or motions presented at the Board of Directors meeting shall be decided by majority vote of the Directors present at said meeting.
STANDING AND SPECIAL COMMITTEES
1. The Board of Directors may create such standing committees as it may deem necessary to promote the purposes and carry on the work of the Corporation. The term of each chairman shall be one year and until the election and qualification of his successor.
2. The chairman of each standing committee shall present a plan of work to the Board of Directors for approval. No committee work shall be undertaken without the consent of the Board of Directors.
3. The power to form or dissolve special committees and appoint their members rests with the Corporation.
4. The President shall be a member ex officio of all committees except the nominating committee.
The Seal of the Corporation shall be as more particularly shown in the following impression:
[Seal not present on electronic copy.]
These Bylaws may be amended, repealed, or altered in whole or in part by a majority vote at any regular or special meeting of the Board of Directors of the Corporation. If any Bylaw regulating an impending election of Directors is adopted, amended or repealed by the Board, there shall be set forth in the notice of the next meeting for the election of Directors the Bylaw so adopted, amended or repealed, together with a concise statement of the changes made.