[Checkins]
SVN: zope-foundation-admin/trunk/docs/ZopeFoundation_ByLaws.rst
- added base-version of by laws in reST
Christian Theune
ct at gocept.com
Thu Apr 19 12:50:14 EDT 2007
Log message for revision 74254:
- added base-version of by laws in reST
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Added: zope-foundation-admin/trunk/docs/ZopeFoundation_ByLaws.rst
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+
+ZOPE FOUNDATION BY LAWS
+=======================
+
+1. Purposes.
+
+ 1.1. The Zope technology is a high-quality, vendor-neutral, open
+ software development platform supplying frameworks and exemplary,
+ extensible tools released under the Zope Public License (the “Zope
+ Platformâ€).
+
+ 1.2. The purpose of Zope Foundation, Inc. (the “Zope Foundationâ€),
+ is to advance the creation, evolution, promotion, adoption and
+ support of the Zope Platform and to cultivate both an open source
+ community and an ecosystem of complementary products, capabilities,
+ and services. The Zope Foundation may solicit, receive and maintain,
+ invest and re-invest funds of real and personal property and to
+ contribute its income and so much of the principal, in and as deemed
+ advisable for the purposes above. The Zope Foundation may pursue
+ interests in publishing and education to the extent these activities
+ support the Zope Platform.
+
+ 1.3. The Zope Foundation is formed exclusively as a non-profit
+ charitable association, as set out in section 501 (c) (3) of the
+ Internal Revenue Code (the “Codeâ€).
+
+
+2. Registered Offices and Agents.
+
+ 2.1. 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.
+
+ 2.2. 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.
+
+ 2.3. The Corporation may also have offices at such other places
+ within or without the State of Delaware as the Board (“Boardâ€)
+ may from time to time determine or the business of the Corporation may
+ require.
+
+
+3. Board.
+
+ 3.1. General. The business and technical affairs of the Zope
+ Foundation shall be managed by or under the direction of the
+ Board. The Board shall also be empowered to adopt rules and
+ regulations governing the action of the Board and the Zope
+ Foundation, generally, and to allocate, distribute and/or pay
+ out the moneys received by the Zope Foundation from time to
+ time, subject to section 501(c)(6) and other applicable
+ provisions of the Code, the provisions of the General
+ Corporation Law of the State of Delaware, and the approval of
+ the Membership At-Large with respect to Section 6.5, as
+ applicable.
+
+ 3.2. Number of Directors. The number of directors constituting the
+ whole Board shall be subject to adjustment from time to time
+ based upon the composition requirements set forth in Section
+ 3.3 below with respect to Member representation on the Board,
+ but shall in no event be less than one (1) director.
+
+ 3.3. Composition of the Board. Members of the Board shall be
+ appointed or elected, as applicable, in the following manner:
+
+ 3.3.1. Strategic Developers. Each Strategic Developer Member (as
+ defined in Section 6.2.1 below) shall be entitled to
+ appoint one (1) representative to the Board (a “Strategic
+ Developer Directorâ€), provided that, such representative
+ must be an employee, officer, or director of the
+ nominating Strategic Developer Member in order to be
+ eligible to serve as a Strategic Developer Director. Upon
+ the termination of the membership of a Strategic
+ Developer Member pursuant to Section 6.17, any Strategic
+ Developer Director nominated by such Strategic Developer
+ Member shall be removed from the Board immediately
+ therewith. The provisions of this Section 3.3.1 may not
+ be amended without the unanimous consent of the Strategic
+ Developer Members in addition to any and all other
+ requirements including, but not limited to, the voting
+ requirements of Section 3.10 and Section 11.10 for
+ amendment of these Bylaws set forth herein.
+
+ 3.3.2. Strategic Consumers. Each Strategic Consumer Member (as
+ defined in Section 6.2.2 below) shall be entitled to
+ appoint one (1) representative to the Board (a “Strategic
+ Consumer Directorâ€), provided that, such representative
+ must be an employee, officer, or director of the
+ nominating Strategic Consumer Member in order to be
+ eligible to serve as a Strategic Consumer Director. Upon
+ the termination of the membership of a Strategic Consumer
+ Member pursuant to Section 6.17, any Strategic Consumer
+ Director nominated by such Strategic Consumer Member
+ shall be removed from the Board immediately
+ therewith. The provisions of this Section 3.3.2 may not
+ be amended without the unanimous consent of the Strategic
+ Consumer Members in addition to any and all other
+ requirements including, but not limited to, the voting
+ requirements of Section 3.10 and Section 11.10 for
+ amendment of these Bylaws set forth herein.
+
+ 3.3.3. Committer Member. Committer Members (as defined in
+ Section 6.2.5 below), as a class, shall be entitled to
+ elect the same number of Directors (“Committer
+ Directorsâ€) as have been appointed by Strategic Developer
+ Members. In no event shall Committer Members be entitled
+ to elect less than one (1) Committer Director. The
+ Committer Director or Committer Directors shall represent
+ the entire Committer class of Members. Only Committer
+ Members are eligible to serve as Committer
+ Directors. Committer Director seats shall be filled via
+ annual at-large elections by the Committer Members using
+ the Single Transferable Vote process. “Single
+ Transferable Vote†means a voting process under which
+ each person entitled to vote, as applicable, shall be
+ entitled to cast numbered preference votes for as many
+ candidates as there are open positions allocated by such
+ persons. Votes that are not needed to elect a candidate
+ and votes for candidates who do not receive enough votes
+ to be elected are transferred in accordance with the
+ preferences of each voter. The Executive Director (as
+ described in Article V below) and the Zope Management
+ Organization (as described in Article VII below) shall be
+ responsible for establishing policies and procedures to
+ implement the Single Transferable Vote process for the
+ Zope Foundation.
+
+ 3.3.4. Solution Provider Member. Solution Provider Members (as
+ defined in Section 6.2.4 below), as a class, shall be
+ entitled to elect one (1) Director (“Solution Provider
+ Directorsâ€) for every three (3) Strategic Developer
+ Directors then seated on the Board. In no event shall
+ Solution Provider Members be entitled to elect less than
+ one (1) Solution Provider Director. The Solution Provider
+ Director(s) shall represent the entire Solution Provider
+ class of Members. Only Solution Providers are eligible to
+ serve as Solution Provider Directors. Solution Provider
+ Director seats shall be filled via annual at-large
+ elections by the Solution Provider Members using the
+ Single Transferable Vote process.
+
+ 3.3.5. Associate Member. Associate Members (as defined in
+ Section 6.2.6 below), as a class, shall be entitled to
+ elect one (1) Associate Director. The Associate Director
+ seat shall be filled via annual at-large elections by the
+ Associate Members using the Single Transferable Vote
+ process.
+
+ 3.4. Zope Corporation: Zope Corporation (or its successors or
+ assigns) shall be entitled to appoint one (1) Director in
+ addition to any appointments or elections to which it might be
+ entitled by virtue of other Foundation participation (e.g.,
+ Strategic Developer Membership). Zope Corporation (or its
+ successor or assigns) may, in its sole discretion,
+ irreversibly surrender this right at any time by giving
+ written notice to the Zope Foundation.
+
+ 3.5. A director shall be deemed to be in Good Standing, and thus
+ eligible to vote on issues coming before the Board, if the
+ director has attended (in person or telephonically) a minimum
+ of three (3) of the last four (4) Board meetings (if there
+ have been at least four meetings), unless such absence has
+ been approved by the Chairman of the Board (as defined in
+ Section 5.3.1), in his or her reasonable discretion. Strategic
+ Developer Members and Strategic Consumer Members may replace
+ their representative on the Board at any time by providing
+ written notice to the Secretary of the Zope Foundation, as
+ defined in Section 5.3.3 (the “Secretaryâ€). In the event a
+ Board member is unavailable to attend or participate in a
+ meeting of the Board, he or she may send a representative and
+ may vote by proxy, which shall be included in determining
+ whether the director is in Good Standing. A director shall be
+ immediately removed from the Board upon the termination of the
+ membership of such director’s Member organization in
+ accordance with Section 6.17.
+
+ 3.6. All directors shall hold office until their respective
+ successors are appointed or elected, as applicable. There
+ shall be no prohibition on re-election or redesignation of any
+ director following the completion of that director’s term of
+ office.
+
+ 3.6.1. Strategic Developer; Consumer Directors. Strategic
+ Developer Directors and Strategic Consumer Directors
+ shall serve in such capacity until the earlier of their
+ removal by their respective appointing Member
+ organization or as otherwise provided for in these
+ Bylaws.
+
+ 3.6.2. Solution Provider Directors; Committer Directors;
+ Associate Director. Solution Provider Directors,
+ Committer Directors, and the Associate Director shall
+ each serve one-year terms and shall be elected to serve
+ until the next annual meeting and until their respective
+ successors are elected and qualified, or as otherwise
+ provided for in these Bylaws. Procedures governing
+ elections of Solution Provider Directors, Committer
+ Directors, and the Associate Director may be established
+ pursuant to resolutions of the Board provided that such
+ resolutions are not inconsistent with any provision of
+ these Bylaws or the Certificate of Incorporation of the
+ Zope Foundation.
+
+ 3.7. All meetings of the Board may be held at any place within or
+ without the State of Delaware that has been designated from
+ time to time by resolution of the Board or by the written
+ notice of the Chairman of the Board, as defined in 5.3.1.
+
+ 3.8. The Chairman will schedule regular and (as applicable) special
+ meetings of the Board. No Board meeting will be deemed to have
+ been validly held unless the Chairman provided notice of same
+ to each of the directors at least thirty (30) calendar days
+ prior to such meeting, which notice will identify all
+ potential actions to be undertaken by the Board at the Board
+ meeting. Each Director may waive the notice requirements of
+ this paragraph with written notice to the Chairman in advance
+ of the meeting. No director will be intentionally excluded
+ from Board meetings and all directors shall receive notice of
+ the meeting as specified above; however, Board meetings need
+ not be delayed or rescheduled merely because one or more of
+ the directors cannot attend or participate so long as at least
+ a quorum of the Board (as defined in Section 3.11) is
+ represented at the Board meeting. Electronic voting shall be
+ permitted in conjunction with any and all meetings of the
+ Board (including Special Meetings as set forth in 3.9 below)
+ the subject matter of which requires a vote of the Board to be
+ delayed until each such director in attendance thereat has
+ conferred with his or her respective Member organization as
+ set forth in Section 3.12.2.1.
+
+ 3.9. Special meetings of the Board for any purpose or purposes may
+ be called at any time by the Chairman or by fifty percent
+ (50%) or more of the directors then in Good Standing and
+ notice of such special meeting shall be given to all of the
+ directors in accordance with Section 3.8 above.
+
+ 3.10. Action by the Board. No action may be taken or approved by the
+ Board that is outside the stated purpose of the Zope
+ Foundation as set forth in Section 1. Except as provided
+ herein, the Board may undertake an action only if it was
+ identified by the Chairman in a Board Meeting notice or
+ otherwise identified in a notice of special meeting and
+ approved by the requisite number of directors as described
+ below:
+
+ 3.10.1. Simple Majority Required. For all other actions not
+ specified by Sections 3.10.2 and 3.10.3, and for which
+ the Board has authority to take within the stated
+ purpose of the Zope Foundation as set forth in Section
+ 1, such actions must be approved by no less than a
+ simple majority of those directors in Good Standing
+ represented at a Board meeting at which a quorum is
+ present. Such actions requiring a simple majority vote
+ include, but are not limited to, (i) approving a release
+ plan for the Zope Platform; (ii) approving any and all
+ officer and staff compensation packages; (iii) approving
+ the Board’s regular meeting schedule; (iv) confirming
+ the Chairman’s appointments to Standing Committees (as
+ defined in Section 4.1); (v) appointing Board Committees
+ (as defined in Section 4.2); (vi) approving promotion
+ plans of the Zope Management Organization (specified in
+ Section 7) or any Membership At-Large committee
+ (specified in Section 8); and (vii) creating new Top
+ Level Projects and Project Management Committees (as
+ described in Section 7.1) that are consistent with the
+ purposes of the Zope Foundation as set forth in Section
+ 1.
+
+ 3.10.2. Unanimous Consent Required. For actions (i) amending the
+ terms of the Zope Public License (the “ZPLâ€) to include
+ copyleft provisions, (ii) amending the terms of Section
+ 1 of these ByLaws, (iii) amending the terms of Section
+ 3.4 of these ByLaws, and/or (iv) regarding the use of a
+ contribution or distribution under a license other than
+ the ZPL (subject to the exceptions set forth in the Zope
+ Foundation Intellectual Property Policy (“IP Policyâ€)
+ which cover contributions that may not be licensable
+ under the terms of the ZPL), any such actions must be
+ approved by all directors in Good Standing represented
+ at a Board meeting at which a quorum is present.
+
+ 3.10.3. Super-majority Consent Required. For actions, (i)
+ approving or changing the name of the Zope Foundation or
+ the Zope Platform; (ii) selecting standards
+ organizations through which to standardize Zope
+ Application Programming Interfaces (APIs); (iii)
+ amending the Membership Agreement; (iv) except for
+ actions specified in Section 3.10.2 as they relate to
+ amending the Bylaws, amending these Bylaws or the
+ Certificate of Incorporation of the Zope Foundation, (v)
+ terminating a Member’s Agreement in accordance with its
+ terms; (vii) approving changes to the Zope Development
+ Process as described in Section 7.1 (viii) approving the
+ appointment of a Project Management Committee lead when,
+ at the time of approval, the appointment of that lead
+ would result in more than fifty percent (50%) of the
+ Project Management Committee leads being employees,
+ consultants, officers or directors of the same company;
+ (ix) approving changes to annual Member contribution
+ requirements (Membership Fees and development resources
+ if applicable), (x) selecting outside legal counsel;
+ (xi) entering into any formal affiliation with another
+ organization; and (xii) approving changes to the IP
+ Policy; (xiii) amending the terms of the ZPL that do not
+ introduce copyleft provisions; such actions must be
+ approved by no less than two-thirds (2/3) of the
+ directors in Good Standing represented at a Board
+ meeting at which a quorum is present.
+
+ 3.10.4. Action Without Meeting. Any action required or permitted
+ to be taken by the Board at a meeting may be taken
+ without a meeting if all of the directors in Good
+ Standing shall consent in writing to such action. The
+ action shall be evidenced by one or more written
+ consents describing the action taken, signed by each
+ director, and included in the minutes or filed with the
+ corporate records reflecting the action taken. Any
+ action taken hereunder shall be effective upon the
+ receipt of the written consent of all of the directors
+ in Good Standing for approval of the action under
+ consideration. Electronic voting shall be permitted in
+ conjunction with the solicitation of written consents as
+ set forth in Section 3.12.2.2.
+
+ 3.10.5. Requisite Membership Approval. To the extent required by
+ Section 6.5 herein, certain actions approved by the
+ Board in connection with Sections 3.10.1, 3.10.2, and
+ 3.10.3 must thereafter be presented to, and approved by,
+ the Membership At-Large prior to implementation by the
+ Zope Foundation.
+
+ 3.10.6. Telephonic Meetings. Directors may participate in a
+ regular or special meeting by, or conduct the meeting
+ through, use of any means of communication by which all
+ directors participating may simultaneously hear each
+ other during the meeting. A director participating in a
+ meeting by this means is deemed to be present in person
+ at the meeting.
+
+ 3.11. Quorum.
+
+ 3.11.1. Unless otherwise provided herein, a simple majority of
+ the directors in Good Standing shall be necessary to
+ constitute a quorum for the transaction of business,
+ except that when the number of directors constituting
+ the Board shall be an even number, one-half of the
+ directors in Good Standing shall constitute a quorum.
+
+ 3.11.2. A majority of the directors present; whether or not a
+ quorum is present, may adjourn any meeting to another
+ time and place.
+
+ 3.12. Voting; Electronic Voting.
+
+ 3.12.1. General. Each director in Good Standing shall be
+ entitled to one (1) vote on each matter submitted to a
+ vote of the Board.
+
+ 3.12.2. Electronic Voting. Electronic voting may be used in
+ connection with both meetings of the Board and the
+ solicitation of written consents as follows:
+
+ 3.12.2.1. Meetings. For purposes of soliciting electronic
+ votes in connection with a meeting of the Board at
+ which a quorum was present, the requisite number of
+ votes that would have been required at such meeting
+ to pass an action shall be required to pass an
+ action via this electronic voting provision. Only
+ those directors in attendance of the meeting shall
+ be permitted to vote with respect to this Section
+ 3.12.2.1. The deadline for receipt of electronic
+ votes with respect to any such vote shall be no
+ sooner than two (2) weeks from the date of the
+ meeting, as announced prior to adjournment of such
+ meeting.
+
+ 3.12.2.2. Action Without Meeting. For purposes of taking
+ action without a meeting, solicitation via
+ electronic balloting and voting shall be permitted
+ hereunder. Such procedure shall be initiated by the
+ electronic distribution of ballots and all related
+ materials for consideration by the Board to all of
+ the directors in Good Standing at the time of such
+ distribution. Thereafter, such directors shall be
+ permitted to cast their votes electronically in
+ response to the distributed ballots. The deadline
+ for receipt of such electronic votes cast by the
+ directors shall be no less than two (2) weeks from
+ the date of mailing of the balloting materials, as
+ set forth therein. The foregoing notwithstanding,
+ the Directors attending a meeting for which a vote
+ is solicited may, by unanimous vote during the
+ meeting, reduce the minimum time for the return of
+ ballots.
+
+ 3.13. Reimbursement. Directors and members of Board Committees (as
+ defined in Section 4.2) may receive such reimbursement for
+ expenses as may be fixed or determined by resolution of the
+ Board; provided that, such reimbursement for expenses shall be
+ reasonable and shall be comparable to reimbursements paid by
+ unaffiliated entities for a like expense.
+
+ 3.14. Standard of Conduct. A director shall discharge the duties of
+ a director, including duties as a member of any Board
+ Committee upon which the director may serve, in good faith,
+ with the care an ordinarily prudent person in a like position
+ would exercise under similar circumstances. In discharging
+ the duties of a director, a director shall be entitled to
+ rely on information, opinions, reports or statements,
+ including financial statements and other financial data, in
+ each case if prepared or presented by: (a) one or more
+ officers or employees of the Zope Foundation whom the
+ director reasonably believes to be reliable and competent in
+ the matters presented; (b) legal counsel, public accountants
+ or other persons as to matters the director reasonably
+ believes are within the person’s professional or expert
+ competence; or (c) a Board Committee as to matters within the
+ Board Committee’s jurisdiction, if the director reasonably
+ believes the Board Committee merits confidence. A director is
+ not acting in good faith if the director has knowledge
+ concerning the matter in question that makes reliance
+ otherwise permitted in this Section 3.14 unwarranted.
+
+ 3.15. Resignation and Removal.
+
+ 3.15.1. Resignation. Any director may resign at any time by
+ giving written notice to the Board or the Executive
+ Director and the acceptance of the resignation shall not
+ be necessary to make it effective. A resignation is
+ effective upon the date provided for in the notice. If
+ no effective date is provided in the notice the
+ resignation shall be effective as of its receipt by the
+ Board or Executive Director. Once delivered, a notice of
+ resignation is irrevocable unless permitted to be
+ withdrawn by the Board prior to its effectiveness.
+
+ 3.15.2. Removal for Cause. Any director may be removed “For
+ Cause†at a meeting called for that purpose. For the
+ purposes of this Section 3.15.2, “For Cause†shall mean
+ when any director has been (i) declared of unsound mind
+ by a final order of court, (ii) convicted of a felony,
+ or (iii) found by the Board to have breached any duty
+ arising under these Bylaws or the Certificate of
+ Incorporation of the Zope Foundation. Such director may
+ only be removed “For Cause†after the affirmative vote
+ of a simple majority of the directors in Good Standing
+ (exclusive of the director facing removal) represented
+ at a Board meeting at which a quorum is present.
+
+ 3.15.3. Removal without Cause. Any Solution Provider Director,
+ Associate Director or Committer Director, as applicable,
+ may be removed without cause at a special meeting called
+ for that purpose by the members of the class that
+ appointed such director. Such director(s) may be removed
+ hereunder only by the affirmative vote of two-thirds
+ (2/3) of the members of the class that appointed such
+ director represented at a special meeting at which a
+ quorum is present. Strategic Developer Directors and
+ Strategic Consumer Directors may only be removed without
+ cause by their respective appointer Member
+ organizations. Such a removal of Strategic Developer
+ Directors and Strategic Consumer Directors do not
+ require the approval of the Board.
+
+ 3.15.4. Removal for Dues Delinquent. With respect to Strategic
+ Developer Directors and Strategic Consumer Directors, in
+ the event the Member appointing such director is in
+ Default or Dues Delinquent (as set forth in Section 6.16
+ hereof), such director shall be removed from the Board,
+ without further action by the Board or the Membership
+ At-Large.
+
+ 3.15.5. Vacancies. A vacancy or vacancies shall be deemed to
+ exist (i) in the case of the death or the resignation or
+ removal of any director (ii) if the authorized number of
+ directors is increased without election or appointment,
+ as applicable, of the additional directors so provided
+ for; or (iii) in the case of failure at any time to
+ elect or appoint, as applicable, the full number of
+ authorized directors. Any vacancy of a Board seat
+ appointed by a Strategic Developer Member or Strategic
+ Consumer Member shall be filled within three (3) weeks
+ of the vacancy by the Member whose Board seat has been
+ vacated. A vacancy of a Board seat held by a Committer
+ Director, Solution Provider Director, or the Associate
+ Director shall be filled by the Board appointing a
+ director from nominees proffered by the members of such
+ class until the next annual election as specified in
+ Section 3.3.2, 3.3.4, and 3.3.5. In no event shall the
+ failure of any Member or class of members to elect or
+ appoint, as applicable, a new director to such vacant
+ Board seat prohibit the Board from meeting and
+ conducting business.
+
+
+4. Committees of the Board.
+
+ 4.1. Standing Committees. The Board shall have two (2) standing
+ committees (each, a “Standing Committeeâ€). Each committee
+ shall consist of two (2) or more directors nominated by the
+ Chairman, and confirmed by a simple majority of the directors
+ in Good Standing represented at a Board meeting at which a
+ quorum is present. Standing Committee directors may delegate
+ their committee responsibilities to any individual that is an
+ employee, officer, or director of an existing Member. Each
+ Standing Committee may invite non-director advisors to
+ participate in or attend certain committee meetings in order
+ to assist the Standing Committee in the performance of its
+ duties. The Board shall retain the right to limit the powers
+ and duties of each Standing Committee.
+
+ 4.1.1. Membership Committee. As further set forth in a
+ Membership Committee charter, to be adopted by the
+ Committee, the Membership Committee shall meet as
+ necessary to review the membership policies of the Zope
+ Foundation and to promote the growth of membership in the
+ Zope Foundation. The Chairman may, from time to time,
+ appoint additional directors to this committee as he or
+ she deems necessary or appropriate, subject to Board
+ confirmation as set forth above.
+
+ 4.1.2. Finance Committee. As further set forth in a Finance
+ Committee charter, to be adopted by the Committee, the
+ Finance Committee shall have overall responsibility for
+ the oversight of all corporate funds, and shall perform,
+ or cause to be performed, the following: (a) review of
+ all financial records of the Zope Foundation, (b)
+ authorization of the deposit of all monies and other
+ valuable effects in the name and to the credit of the
+ Zope Foundation in such depositories as may be designated
+ by the Board; (c) authorization of disbursement of all
+ funds when proper to do so; (d) review of financial
+ reports as to the financial condition of the Zope
+ Foundation and/or making such reports to the Board; and
+ (e) such other powers and duties as may be designated
+ from time to time by the Board. The Chairman of the Board
+ of the Zope Foundation may, from time to time, appoint
+ additional directors to this committee as he or she deems
+ necessary or appropriate, subject to Board confirmation
+ as set forth above.
+
+ 4.2. Appointment of Committees. The Board may appoint such
+ committees as the Board from time to time deems necessary or
+ appropriate to conduct the business and further the objectives
+ of the Zope Foundation (the “Board Committeeâ€), including an
+ Executive Committee. Any appointment by the Board of any other
+ Board Committee having the authority of the Board, including
+ the designation of one Board Committee member as the Chairman,
+ must be by resolution adopted by a simple majority of the
+ directors then in Good Standing represented at a Board meeting
+ at which a quorum is present. Any committee having authority
+ of the Board shall consist of two (2) or more directors. The
+ Board shall retain the right to limit the powers and duties of
+ any Board Committee that it has created and to disband any
+ such Board Committee in its sole discretion. Board Committee
+ directors may delegate their committee responsibilities to any
+ individual that is an employee, officer, or director of an
+ existing Member. Each Board Committee may invite non-director
+ advisors to participate in or attend certain committee
+ meetings in order to assist the Board Committee in the
+ performance of its duties.
+
+ 4.3. Powers and Authority of Committees. The Board may delegate to
+ any Board Committee having the authority of the Board, any of
+ the powers and authority of the Board in the management of the
+ business and affairs of the Zope Foundation; provided,
+ however, that no Board Committee may: (a) authorize payment of
+ a dividend or any part of the income or profit of the Zope
+ Foundation to its directors or officers; (b) approve
+ dissolution, merger, or the sale, pledge or transfer of all or
+ substantially all of the Zope Foundation’s assets; (c) elect,
+ appoint, or remove directors or fill vacancies on the Board or
+ on any of its committees; (d) adopt, amend or repeal the
+ Certificate of Incorporation of the Zope Foundation, Bylaws or
+ any resolution by the Board; or (e) perform Board actions
+ specified in Sections 3.10.2 or 3.10.3 herein.
+
+5. Officers.
+
+ 5.1. Initial Officers; Board Empowerment. The officers of the Zope
+ Foundation initially shall be a President, a Treasurer and a
+ Secretary each of whom shall be elected by the Board. The
+ Board may also from time to time appoint Assistant Treasurers
+ and Assistant Secretaries and such other officers (including
+ but not limited to an Executive Director and one or more
+ Vice-Presidents) as the Board may deem advisable and who shall
+ have such authority and shall perform such duties as from time
+ to time may be prescribed by the Board. The Board shall have
+ the power to create such other offices as it deems necessary
+ in the best interest of the Zope Foundation. One person may
+ hold two or more offices in the Zope Foundation, unless
+ otherwise stated herein. In the event of any office becoming
+ vacant because of removal, resignation or other reason, the
+ Board may fill the vacancy at such time as it may
+ determine. The officers may, but need not, be directors. Any
+ number of offices may be held by the same person, unless the
+ Certificate of Incorporation or these Bylaws otherwise
+ provide. All officers, agents and employees shall be subject
+ to removal, with or without cause, at any time by the
+ affirmative vote of a majority of the directors in office at
+ the time. Any agent or employee other than one elected or
+ appointed by the Board shall also be subject to removal at any
+ time by the officer or by the committee appointing him or
+ her. In addition to the powers and duties of the officers of
+ the Corporation as set forth in these ByLaws, the officers
+ shall have such authority and shall perform such duties as
+ from time to time may be determined by the Board.
+
+ 5.2. Nomination and Appointment. The officers of the Zope
+ Foundation shall be appointed annually by the Board in
+ accordance with this Section 5. Each officer shall, during his
+ or her term in office, hold his or her office until he or she
+ shall resign or shall be removed or his or her successor shall
+ be appointed. Appointment of officers shall be held in
+ December of each year. Each officer’s term of office shall be
+ for one year, and shall run from January until December of the
+ following year. There shall be no prohibition on
+ re-appointment of an officer following the completion of that
+ officer’s term of office. The Board may, by resolution,
+ establish procedures governing nomination and appointment of
+ officers that are not inconsistent with these Bylaws.
+
+ 5.3. Management Officers and Duties.
+
+ 5.3.1. Chairman. The Board will elect a Chairman to coordinate
+ the activities of the Board.
+
+ 5.3.2. Executive Director. The Board may appoint an Executive
+ Director to manage the business affairs of the Zope
+ Foundation on a day-to-day basis. The Executive Director
+ shall report to the Board and shall be subject to the
+ oversight of the Board. The Executive Director may not be
+ an employee, officer, director or consultant of any
+ Member of the Zope Foundation. The Executive Director may
+ execute on behalf of the Zope Foundation, and when
+ required, upon approval and at the direction of the
+ Board, all contracts, agreements, membership certificates
+ and other instruments. The Executive Director shall from
+ time to time report to the Board all matters within the
+ Executive Director’s knowledge affecting the Zope
+ Foundation that should be brought to the attention of the
+ Board. The Executive Director may hire other employees as
+ deemed appropriate. The Executive Director shall perform
+ other duties assigned from time to time by the Board.
+
+ 5.3.3. President. In the absence of the Chairman of the Board,
+ the President shall preside at all meetings of the
+ members. The President shall have such additional powers
+ and shall perform such duties as from time to time as may
+ be assigned to him by the Board. The President shall,
+ subject to the control of the Board, have general and
+ active management and control of the affairs and business
+ of the Corporation, and shall perform all other duties
+ and exercise all other powers commonly incident to his
+ office, or which are or may at any time be authorized or
+ required by law.
+
+ 5.3.4. Secretary. The Secretary shall attend all meetings of the
+ Board and all meetings of the Membership At-Large and
+ record all the proceedings of the meetings of the Board
+ and of the Membership At-Large in a book to be kept for
+ that purpose and shall perform like duties for the
+ Standing Committees when required. In the absence of the
+ Secretary at a Board meeting or Committee meeting, a
+ majority of the Directors present may appoint a person to
+ act as Secretary for any such meeting. He or she shall
+ give, or cause to be given, notice of all meetings of the
+ Board and special meetings of the Board, and shall
+ perform such other duties as may be prescribed by the
+ Board, the Chairman of the Board and/or the Executive
+ Director, under whose supervision he or she shall be. He
+ or she shall have custody of the seal of the Zope
+ Foundation and he or she shall have authority to affix
+ the same to any instrument requiring it and when so
+ affixed, it may be attested by his or her signature. The
+ Board may give general authority to any other officer to
+ affix the seal of the Zope Foundation and to attest the
+ affixing by his or her signature.
+
+ 5.3.5. Treasurer. The Treasurer shall have the custody of the
+ corporate funds and securities and shall keep full and
+ accurate accounts of receipts and disbursements in books
+ belonging to the Corporation and shall deposit all moneys
+ and other valuable effects in the name and to the credit
+ of the Corporation in such depositories as may be
+ designated by the Board or by any officer appointed by
+ the Board. The Treasurer shall disburse the funds of the
+ Corporation as may be ordered by the Board, taking proper
+ vouchers for such disbursements, and shall render to the
+ President and the Board, at its regular meetings, or when
+ the Board so requires, an account of all his or her
+ transactions as Treasurer and of the financial condition
+ of the Corporation. If required by the Board, the
+ Treasurer shall give the Corporation a bond for such term
+ in such sum and with such surety or sureties as shall be
+ satisfactory to the Board for the faithful performance of
+ the duties of his or her office and for the restoration
+ to the Corporation, in case of his or her death,
+ resignation, retirement or removal from office, of all
+ books, papers, vouchers, money and other property of
+ whatever kind in his or her possession or under his or
+ her control belonging to the Corporation.
+
+ 5.3.6. Reports to Membership At-Large. The Executive Director,
+ with the Secretary’s assistance, shall be responsible for
+ providing periodic written reports to the Membership
+ At-Large with respect to any and all material
+ developments within the Zope Foundation (“Update
+ Reportsâ€). In addition to any material development
+ updates, the Executive Director shall issue general
+ reports on the status of the Zope Foundation on a
+ semi-annual basis (“Semi-Annual Reportsâ€). Such
+ Semi-Annual Reports shall include: (i) status reports on
+ development projects, (ii) financial information reports,
+ (iii) membership information reports; and (iv) any other
+ material information for such period with respect to the
+ Zope Foundation.
+
+ 5.3.7. Standards of Conduct for Officers. An officer shall
+ discharge the officer’s duties, in good faith, with the
+ care an ordinarily prudent person in a like position
+ would exercise under similar circumstances, and in a
+ manner the officer reasonably believes to be in the best
+ interests of the Zope Foundation. In discharging the
+ duties of an officer, an officer shall be entitled to
+ rely on information, opinions, reports or statements,
+ including financial statements and other financial data,
+ in each case if prepared or presented by: (a) one or more
+ officers or employees of the Zope Foundation whom the
+ officer reasonably believes to be reliable and competent
+ in the matters presented; or (b) legal counsel, public
+ accountants or other persons as to matters the officer
+ reasonably believes are within the person’s professional
+ or expert competence. An officer is not acting in good
+ faith if the officer has knowledge concerning the matter
+ in question that makes reliance otherwise permitted in
+ this Section 5.3.7 unwarranted. An officer is not liable
+ to the Zope Foundation, any Member or any other person
+ for any action taken or not taken as an officer, if the
+ officer acted in compliance with this Section 5.3.7.
+
+6. Membership at-Large.
+
+ 6.1. Classes of Membership. There shall be five (5) classes of
+ membership in the Zope Foundation: (i) Strategic Developer
+ Members; (ii) Strategic Consumer Members; (iii) Committer
+ Members; (iv) Solution Provider Members; and (v) Associate
+ Members. As used herein, the term “Member†shall be used to
+ refer generically to a “Strategic Developer Member,â€
+ “Strategic Consumer Member,†“Committer Member,†“Solution
+ Provider Member†or an “Associate Member†as applicable. All
+ five classes of membership shall be collectively referred to
+ as the “Membership At-Large.â€
+
+ 6.2. Membership Qualifications. In general, members are expected to
+ adhere to the following criteria: (i) express public support
+ for the Zope Foundation and the Zope Platform; (ii) except for
+ Strategic Consumer Members, Associate Members and Committer
+ Members, make available a commercial Zope-based product or
+ service offering within twelve (12) months of joining the Zope
+ Foundation or use the Zope Platform in the development of a
+ commercial offering within twelve (12) months of joining the
+ Zope Foundation; and (iii) sign the Zope Foundation Membership
+ Agreement and abide by its terms. Multiple “Affiliates†of an
+ entity shall constitute one (1) Member only, regardless of
+ membership class. For purposes of these Bylaws, “Affiliateâ€
+ means any entity that is directly or indirectly controlled by,
+ under common control with or that controls the subject party,
+ and “control†means direct or indirect ownership of or the
+ right to exercise (i) greater than fifty percent (50%) of the
+ outstanding shares or securities entitled to vote for the
+ election of directors or similar managing authority of the
+ subject entity; or (ii) greater than fifty percent (50%) of
+ the ownership interest representing the right to make the
+ decisions for the subject entity. The following shall be the
+ requirements for membership in each given membership class:
+
+ 6.2.1. Strategic Developer Members. Strategic Developer Members
+ shall be entities that meet the requirements of a
+ Strategic Developer Member as set forth under the heading
+ “Strategic Developer Members†in the Membership
+ Agreement, as amended from time to time in accordance
+ with any and all requirements of these Bylaws set forth
+ herein. Each Strategic Developer Member shall be entitled
+ to Board representation in accordance with Section
+ 3.3.1. However, an entity may not join the Zope
+ Foundation as a Strategic Developer Member if at the time
+ it applies for such status, Strategic Developer Members
+ in the aggregate hold more than two-thirds (2/3) of the
+ seats on the Board or adding another Strategic Developer
+ Member would result in Strategic Developer Members
+ holding more than two-thirds (2/3) of the Board seats.
+
+ 6.2.2. Strategic Consumer Members. The Strategic Consumer
+ Members shall be entities that meet the requirements of a
+ Strategic Consumer Member as set forth under the heading
+ “Strategic Consumer Members†in the Membership Agreement,
+ as amended from time to time in accordance with any and
+ all requirements of these Bylaws set forth herein. Each
+ Strategic Consumer Member shall be entitled to Board
+ representation in accordance with Section 3.3.2.
+
+ 6.2.3. Solution Provider Members. Solution Provider Members
+ shall be entities that meet the requirements of a
+ Solution Provider Member as set forth under the heading
+ “Solution Provider Members†in the Membership Agreement,
+ as amended from time to time in accordance with any and
+ all requirements of these Bylaws set forth
+ herein. Solution Provider Members shall be entitled to
+ Board representation in accordance with Section 3.3.4.
+
+ 6.2.4. Committer Members. A Committer Member shall be an
+ individual who meets the requirements of a Committer
+ Member as set forth under the heading “Committer Membersâ€
+ in the Membership Agreement, as amended from time to time
+ in accordance with any and all requirements of these
+ Bylaws set forth herein. Committer Members shall be
+ entitled to Board representation in accordance with
+ Section 3.3.3.
+
+ 6.2.5. Associate Members. Associate members shall be entities
+ that meet the requirements of an Associate Member as set
+ forth under the heading “Associate Members†in the
+ Membership Agreement, as amended from time to time in
+ accordance with any and all other requirements of these
+ Bylaws set forth herein. Associate Members shall be
+ entitled to Board representation in accordance with
+ Section 3.3.5.
+
+ 6.3. Additional Rights of Membership At-Large. The Board may by
+ resolution establish such additional rights, privileges and
+ duties corresponding to any class of members; provided that,
+ such rights, privileges or duties are not inconsistent with
+ the Bylaws.
+
+ 6.4. Fees, Dues and Assessment.
+
+ 6.4.1. Funding. Each Member will pay dues as set forth in the
+ Membership Agreement, as amended from time to time by the
+ Board.
+
+ 6.4.2. Payment. Each Member will be responsible for payment of
+ annual dues as set by the Board, if any. The Secretary
+ will send out invoices in compliance with reasonable
+ invoicing requirements (e.g., receipt of invoices at
+ least forty-five (45) days prior to the due date). The
+ Secretary will promptly send out a written notice (“Dues
+ Noticeâ€) to any Member that has not paid its dues within
+ ten (10) days after the date upon which such dues are
+ required to be paid.
+
+ 6.5. Major Decisions. For actions (i) approving or changing the
+ name of the Zope Foundation or the Zope Platform; (ii)
+ approving or amending the Membership Agreement, or (iii)
+ amending these Bylaws or the Certificate of Incorporation of
+ the Zope Foundation; such action must be approved by
+ two-thirds (2/3) of the Membership At-Large represented at a
+ meeting in which a quorum is present.
+
+ 6.6. Place of Meetings. All meetings of the Membership At-Large
+ shall be held either at the principal office of the Zope
+ Foundation or at any other place within or without the State
+ of Delaware, as determined by the Board.
+
+ 6.7. Meetings Generally. The annual meetings of the Membership
+ At-Large shall be held in the first calendar quarter of each
+ year, on such date and at such time and place as determined by
+ the Board (“Annual Meetingsâ€). Any Member shall be permitted
+ to participate in any and all meetings of the Membership
+ At-Large (including Special Meetings as set forth in Section
+ 6.8) by, or conduct the eeting through, use of any means of
+ communication (including telephonic communication) by which
+ all members participating may simultaneously hear each other
+ during the meeting. A Member participating in a meeting by
+ this means is deemed to be present in person at the
+ meeting. Electronic voting may be used in conjunction with any
+ and all meetings of the members (including Special Meetings as
+ set forth in Section 6.8) the subject matter of which requires
+ a vote to be delayed until each such Member in attendance
+ thereat has conferred with his or her respective Member
+ organization as set forth in Section 6.12.1 below.
+
+ 6.8. Special Meetings. Special meetings of the Membership At-Large
+ shall be held at the call of the Chairman of the Board or by a
+ number of the members which in the aggregate represent at
+ least twenty percent (20%) or more of the Membership At-Large
+ of the Zope Foundation by a written demand signed, dated, and
+ delivered to the Secretary. Notice of a special meeting shall
+ be given within thirty (30) days following the date the
+ written demand is delivered to the Secretary, in accordance
+ with Section 6.9 below.
+
+ 6.9. Notice of Meetings. Notice of each annual and special meeting
+ of the Membership At-Large shall be given to each Member at
+ the last address of record, by electronic mail at least thirty
+ (30) days before the meeting, or by means other than first
+ class mail at least forty-five (45) days but not more than
+ sixty (60) days before the meeting. The notice shall include
+ the date, time, and place of the meeting or the date on which
+ any ballot enclosed therewith shall be required to be returned
+ for inclusion in the Zope Foundation’s voting process. Notice
+ of each annual and special meeting shall include a description
+ of any matter or matters that must be approved by the
+ Membership At-Large pursuant to these Bylaws or applicable
+ law. In the case of special meetings, the notice shall specify
+ the purpose or purposes for which the meeting is called. Such
+ notice shall be given in writing to every Member who, on the
+ record date for notice of the meeting, is entitled to vote
+ thereat.
+
+ 6.10. Adjourned Meetings. Any Membership At-Large meeting, annual
+ or special, whether or not a quorum is present, may be
+ adjourned by the vote of a majority of the Membership
+ At-Large either present in person or represented by proxy. It
+ shall not be necessary to give any such notice of the time
+ and place of the adjourned meeting or of the business to be
+ transacted thereat, other than by an announcement at the
+ meeting at which such adjournment is taken. If after the
+ adjournment a new record date is fixed for notice or voting,
+ a notice of the adjourned meeting shall be given to each
+ Member who, on the record date for notice of the meeting, is
+ entitled to vote at the meeting.
+
+ 6.11. Quorum. Unless otherwise provided herein, the presence in
+ person or by proxy of at least a simple majority of the
+ Membership At-Large shall constitute a quorum for the
+ transaction of business. For purposes of calculating the
+ quorum requirements set forth in this Section 6.11, Committer
+ Members who are employed by the same organization (including
+ Affiliates) shall collectively be considered one (1) Member.
+
+ 6.12. Voting; Electronic Voting.
+
+ 6.12.1. General. Each Member is entitled to one (1) vote on each
+ matter submitted to a vote of the Membership At-Large.
+
+ 6.12.2. Electronic Voting. Electronic voting may be used in
+ connection with both meetings of the Members and the
+ solicitation of written consents as follows:
+
+ 6.12.2.1. Meetings. For purposes of electronic votes
+ solicited in connection with a meeting of the
+ Membership At-Large at which a quorum was present,
+ the requisite number of votes that would have been
+ required at such meeting to pass an action shall be
+ required to pass an action via this electronic
+ voting provision. Only those Members in attendance
+ of the meeting shall be permitted to vote with
+ respect to this Section 6.12.2.1. The deadline for
+ receipt of electronic votes with respect to any
+ such vote shall be no sooner than two (2) weeks
+ from the date of the meeting, as announced prior to
+ adjournment of such meeting.
+
+
+ 6.12.2.2. Action Without Meeting. For purposes of taking
+ action without a meeting solicitation via
+ electronic balloting and voting shall be permitted
+ hereunder. Such procedure shall be initiated by the
+ electronic distribution of ballots and all related
+ materials for consideration by the Membership
+ At-Large to all of the Members at the time of such
+ distribution. Thereafter, the Members shall be
+ permitted to cast their votes electronically in
+ response to the distributed ballots. The deadline
+ for receipt of such electronic votes cast by the
+ Members shall be no less than two (2) weeks from
+ the date of the meeting, as set forth in the
+ balloting materials.
+
+ 6.13. Action Without Meeting. Any action required or permitted to
+ be taken by the Membership At-Large at a meeting may be taken
+ without a meeting if a majority of all of the Members shall
+ consent in writing to such action (subject to the
+ super-majority provision set forth in 6.5, in which case a
+ super-majority of all of the Members shall be required). The
+ action shall be evidenced by one or more written consents
+ describing the action to be taken, signed by each Member, and
+ included in the minutes or filed with the corporate records
+ reflecting the action taken. Any action taken hereunder shall
+ be effective upon the receipt of the written consent of the
+ requisite number of Members for approval of the action under
+ consideration. Electronic voting shall be permitted in
+ conjunction with the solicitation of written consents as set
+ forth in Section 6.12.2.2 above.
+
+ 6.14. Conduct of Meetings. Meetings of the Membership At-Large
+ shall be presided over by the Executive Director, or in the
+ absence of the Executive Director, by the chair appointed by
+ the Executive Director. The Secretary shall act as the
+ secretary of all meetings of the Membership At-Large,
+ provided that, in his or her absence the presiding officer
+ shall appoint another Member to act as Acting Secretary of
+ the meeting.
+
+ 6.15. Delinquency; Non-Payment of Dues. In the event that a Member
+ does not pay its annual membership dues and all compounded
+ late fees within thirty (30) days of the invoice due date
+ (“Dues Delinquentâ€), the membership of such Member shall,
+ without further action by the Board or the Membership
+ At-Large, be terminated.
+
+ 6.16. Termination of Membership. The membership of any Member shall
+ terminate upon the occurrence of any one or more of the
+ following:
+
+ 6.16.1. Resignation. Any Member may resign from the Zope
+ Foundation in writing filed with the Secretary. The
+ resignation of a Member shall not relieve the Member
+ from any payment obligations the Member may have to the
+ Zope Foundation as a result of obligations incurred or
+ commitments made prior to resignation. Except as
+ otherwise set forth in these Bylaws, a resigning Member
+ shall not be entitled to receive any refund, pro rata or
+ otherwise, of any membership fee, dues or assessments
+ for the balance of the calendar year in which the
+ resignation is effective. Within ten (10) days of
+ resigning from the Zope Foundation, a Member may appeal
+ in writing to the Board for a pro rata refund of its
+ annual membership dues. The appeal will specifically set
+ forth any circumstances that the Member believes justify
+ a refund in its case. The Board shall decide by simple
+ majority upon the appeal in its sole discretion at its
+ first meeting following the appeal scheduled under
+ Section 3.8.
+
+ 6.16.2. Expulsion, Termination or Suspension. The membership of
+ any Member may be terminated “For Cause†upon the
+ affirmative vote of two-thirds (2/3) of the members of
+ the Board in good standing after a hearing duly held in
+ accordance with this Section 6.17.2. As used in this
+ Section 6.17.2, two-thirds (2/3) vote means two-thirds
+ (2/3) of the members of the Board exclusive of such
+ Member’s director on the Board for Strategic Developer
+ or Strategic Consumer Members, and exclusive of a
+ Solution Provider Board Director or Associate Director
+ only if the director is also a representative of the
+ Member facing expulsion or suspension (any such
+ director, an “Affected Directorâ€). For purposes of this
+ Section 6.17.2 “For Cause†shall mean the Member has
+ materially breached the Membership Agreement, Bylaws, IP
+ Policy, ZPL and/or other related Zope Foundation
+ agreements or policies, and has not cured such breach
+ within thirty (30) days of receipt of written notice
+ from the Zope Foundation. Such determination shall be
+ made in the sole and absolute discretion of the Board
+ (excluding the Affected Director). Following the
+ determination by the Board that a Member should be
+ terminated the following procedures shall apply:
+
+ 6.16.2.1. A notice shall be sent by mail by prepaid,
+ first-class or certified mail to the most recent
+ address of such Member as shown on the Zope
+ Foundation’s records, setting forth the termination
+ and the reasons therefore. Such notice shall be
+ sent at least fifteen (15) days before the proposed
+ effective date of the termination.
+
+ 6.16.2.2. The Member being terminated shall be given an
+ opportunity to be heard, either orally or in
+ writing, at a hearing to be held no fewer than five
+ (5) days before the effective date of the proposed
+ termination. The hearing shall be held by the
+ Board. The notice to the Member of its proposed
+ termination shall state that such Member is
+ entitled, upon request, to such hearing, shall
+ state that a date, time and place of the hearing
+ will be established upon receipt of request
+ therefore, and shall state, that in the absence of
+ such request, the effective date of the proposed
+ termination.
+
+ 6.16.2.3. In the event that a hearing is held, then following
+ such hearing the Board (excluding the Affected
+ Director) shall decide whether such Member should
+ in fact be terminated, or sanctioned via written
+ reprimand as determined by the Board; provided
+ that, any such decision to terminate or sanction
+ such Member must be approved by a vote of
+ two-thirds (2/3) of the Board in good standing
+ (excluding the Affected Director). The decision of
+ the Board shall be final.
+
+ 6.16.2.4. Any action challenging a termination of membership
+ of a Member, including any claim alleging defective
+ notice, must be commenced within fifteen (15) days
+ after the date of the termination.
+
+ 6.17. Reinstatement. Members terminated pursuant to Section 6.17.2
+ may only be reinstated upon the affirmative vote of at least
+ two-thirds (2/3) of the directors in Good Standing
+ represented at a Board meeting at which a quorum is present.
+
+ 6.18. Nonliability. No Member shall be liable for the debts,
+ liabilities, or obligations of the Zope Foundation merely by
+ reason of being a Member.
+
+ 6.19. Assignment. Upon the completion of any acquisition or merger
+ involving a Member in which the Member is not the surviving
+ entity, the Board, in its sole discretion, may permit such
+ Member’s membership to be transferred to the surviving
+ entity.
+
+
+ 6.20.
+
+
+7. Zope Management Organization.
+
+ 7.1. Overall Responsibilities. The Chairman shall be responsible
+ for forming the Zope Management Organization (“ZMOâ€). Under
+ the direction of the Chairman, the ZMO responsibilities shall
+ include: (i) organizing and selecting the chair of the
+ Architecture Council as described in Section 7.2; (ii)
+ organizing and selecting the chair of the Planning Council as
+ described in Section 7.3; (iii) organizing and selecting the
+ chair of the Requirements Council as described in Section 7.4;
+ (iv) leading the Zope Platform development, including
+ execution and maintenance of the then current Zope Development
+ Process (as initially defined by the Zope Foundation
+ operational policy and thereafter amended by the Board) for
+ Top Level Projects, Projects and Subsystems (each as defined
+ in the then current Zope Development Process), nominating
+ Project Management Committees (“PMCâ€, as defined in the then
+ current Zope Development Process) and their leaders, leading
+ the Architecture Council and the Planning Council to produce a
+ Roadmap (as defined in the then current Zope Development
+ Process) that is consistent with the Purposes (as defined in
+ Section 1.1 above), establishing working groups, resolving
+ conflicts, interacting with standards organizations, ensuring
+ the use of open source rules of engagement as defined in the
+ project Charters (as defined in the then current Zope
+ Development Process and the IP Policy), and providing
+ development project infrastructure; (v) enforcing Zope
+ Foundation policies and provisions as reflected in the Bylaws,
+ Membership Agreement, IP Policy, and other policy documents
+ approved in accordance with the Bylaws; (vi) interacting with
+ the Membership At-Large by providing Zope Platform plans and
+ status updates, and by soliciting requirements and feedback;
+ (vii) conducting Zope Platform marketing, including
+ evangelism, promotion, public relations, and industry events;
+ (viii) conducting academic and research community outreach;
+ and (ix) assuring the availability of enablement services,
+ including education and training programs.
+
+ 7.2. Architecture Council. The Zope Management Organization shall
+ establish an Architecture Council responsible for the
+ development, articulation, and maintenance of the Zope
+ Platform Architecture (as defined in the then current Zope
+ Development Process). The Architecture Council shall be
+ comprised of one (1) representative designated by each Project
+ Management Committee (PMC) and other individuals as described
+ below or designated from time to time by the Executive
+ Director, and shall be chaired by a person designated by the
+ Executive Director. Strategic Consumer Members as a group are
+ entitled to designate one (1) representative on the
+ Architecture Council, to be selected by a vote of all
+ Strategic Consumer Members. Any Strategic Consumer Member that
+ is not leading a PMC, and has eight (8) or more developers
+ assigned to work full-time on Zope Platform development
+ projects is entitled to designate one (1) representative to
+ the Architecture Council unless an employee, officer,
+ director, or consultant of the Member has already been
+ appointed to the Council. Any Strategic Developer Member that
+ is not leading a PMC is entitled to designate one (1)
+ representative to the Architecture Council unless an employee,
+ officer, director, or consultant of the Member has already
+ been appointed to the Council. The Architecture Council will
+ accomplish its objectives by working closely with the
+ development teams.
+
+ 7.3. Planning Council. The Zope Management Organization shall
+ establish a Planning Council responsible for the development
+ and maintenance of a Platform Release Plan (as defined in the
+ then current Zope Development Process) consistent with the
+ Architecture and supporting the Roadmap. The Planning Council
+ shall be comprised of one (1) representative designated by
+ each Project Management Committee and other individuals as
+ described below or designated from time to time by the
+ Executive Director, and shall be chaired by a person
+ designated by the Executive Director. Strategic Consumer
+ Members as a group are entitled to designate one (1)
+ representative on the Planning Council, to be selected by a
+ vote of all Strategic Consumer Members. Any Strategic Consumer
+ Member that is not leading a PMC, and has eight (8) or more
+ developers assigned to work full-time on Zope Platform
+ development projects is entitled to designate one (1)
+ representative to the Planning Council unless an employee,
+ officer, director, or consultant of the Member has already
+ been appointed to the Council. Any Strategic Developer Member
+ that is not leading a PMC is entitled to designate one (1)
+ representative to the Planning Council unless an employee,
+ officer, director, or consultant of the Member has already
+ been appointed to the Council. The Planning Council will
+ accomplish its objectives by working closely with the
+ development teams.
+
+ 7.4. Requirements Council. The Zope Management Organization shall
+ establish a Requirements Council responsible for reviewing and
+ categorizing incoming requirements, and proposing a coherent
+ set of themes and priorities that will drive the Roadmap (as
+ defined in the then current Zope Development Process). The
+ Requirements Council shall be comprised of one (1)
+ representative designated by each Strategic Developer Member
+ and one (1) representative designated by each Strategic
+ Consumer Member, and other individuals designated from time to
+ time by the Executive Director, and shall be chaired by a
+ person designated by the Executive Director. The Requirements
+ Council will accomplish its objectives by working closely with
+ the development teams.
+
+
+8. Committees of the Membership-At-Large.
+
+ 8.1. The Membership At-Large may establish such committees as it
+ deems necessary or appropriate to conduct the business and
+ further the objectives of the Zope Foundation (each, a
+ “Membership At-Large Committeeâ€). The establishment by the
+ Membership At-Large of any Membership At-Large Committee is
+ subject to confirmation by a simple majority of the Membership
+ At-Large represented at a meeting in which a quorum is
+ present. The composition of any such committees and the
+ powers, duties and responsibilities delegated thereto, on
+ behalf of the Membership At-Large, shall be determined by the
+ Chairman subject to the foregoing Member approval.
+
+
+9. Advisory Board.
+
+ 9.1. The Board may, by resolution, establish a Board of Advisors
+ (the “Advisory Boardâ€) to be comprised of one or more
+ individuals chosen by the Board at its sole discretion. The
+ Board shall not be bound by any advice or decision of the
+ Advisory Board. The members of the Advisory Board shall not
+ have the rights or privileges of directors or the Membership
+ At-Large of the Zope Foundation and shall have no power or
+ authority over the operation of the Zope Foundation. A member
+ of the Advisory Board may be removed at any time by the
+ affirmative vote of a majority of the Board with or without
+ cause.
+
+
+10. Indemnification of Directors, Officers and Agents.
+
+ 10.1. Indemnification of Directors, Officers and Agents. The Zope
+ Foundation shall indemnify any person made or threatened to
+ be made a party to an action by or in the right of the Zope
+ Foundation to procure a judgment in its favor by reason of
+ the fact that he, his testator or intestate is or was a
+ director or officer of the Zope Foundation, against amounts
+ paid in settlement and reasonable expenses, including
+ attorneys’ fees actually and necessarily incurred by him in
+ connection with the defense or settlement of such action or
+ in connection with an appeal therein, except in relation to
+ matters as to which such person is adjudged to have breached
+ his duty to the Zope Foundation. The Zope Foundation shall
+ indemnify any person, made, or threatened to be made, a party
+ to any action or proceeding other than as described in the
+ preceding sentence (i.e., other than one by or in the right
+ of the Zope Foundation to procure a judgment in its favor),
+ whether civil or criminal, including an action by or in the
+ right of any other organization of any type or kind, domestic
+ or foreign, or any partnership, joint venture, trust,
+ employee benefit plan or other enterprise, which any such
+ person served in any capacity at the request of the Zope
+ Foundation, by reason of the fact that he, his testator or
+ intestate was a director or officer of the Zope Foundation,
+ against judgments, fines, amounts paid in settlement and
+ reasonable expenses, including attorneys’ fees actually and
+ necessarily incurred as a result of such action or
+ proceeding, or any appeal therein, if such person acted, in
+ good faith, for a purpose which he reasonably believed to be
+ in the best interests of the Zope Foundation and, in criminal
+ actions or proceedings, in addition, had no reasonable cause
+ to believe that his conduct was unlawful. Notwithstanding the
+ above, the Zope Foundation shall only be subject to these
+ indemnification provisions if: (i) the party seeking the
+ indemnity provides notice of the claim promptly to the Zope
+ Foundation; (ii) the Zope Foundation is given sole control of
+ the defense and settlement of the claim; (iii) the Zope
+ Foundation receives from the party seeking the indemnity all
+ available information, assistance and authority to defend
+ such claim; and (iv) the party seeking the indemnity has not
+ compromised or settled such proceeding without the Zope
+ Foundation’s prior written consent.
+
+ 10.2. Expenses incurred by a person described in this section in
+ defending a civil or criminal action or proceeding may be
+ paid by the Zope Foundation in advance of the final
+ disposition of such action or proceeding upon receipt of an
+ undertaking by or on behalf of such person to repay the
+ amounts so advanced if it should be ultimately determined
+ that such person is not entitled to be indemnified hereunder.
+
+ 10.3. In no event shall individual Members of the Zope Foundation
+ be subject to the indemnification and advancement of expenses
+ obligations of the Zope Foundation under this section. The
+ indemnification and advancement of expenses granted pursuant
+ to, or provided by, this section shall not be deemed
+ exclusive of any other rights to which a director, officer,
+ employee or other agent of the Zope Foundation seeking
+ indemnification of expenses may be entitled, whether
+ contained in the certificate of incorporation or these
+ Bylaws, or in a resolution of the Board, or an agreement
+ providing for such indemnification or under law or otherwise;
+ provided, that no indemnification may be made to or on behalf
+ of any director or officer if a judgment or other final
+ adjudication adverse to the director or officer establishes
+ that his acts were committed in bad faith or were the result
+ of active and deliberate dishonesty and were material to the
+ cause of action so adjudicated, or that he personally gained
+ in fact a financial profit or other advantage to which he was
+ not legally entitled.
+
+ 10.4. To the fullest extent permitted by applicable law, the Zope
+ Foundation may purchase and maintain insurance on behalf of
+ any person who is a director or officer, or was serving at
+ the request of the Zope Foundation as a director or officer
+ or in any other capacity 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 Zope Foundation would have the power to
+ indemnify him or her under this section.
+
+11. Miscellaneous.
+
+ 11.1. Fiscal Year. The fiscal year of the Zope Foundation shall
+ begin on January 1 and end on December 31 of the same year.
+
+ 11.2. Disbursements. A process for approving expenditures
+ (including documenting payments received and expenditures
+ allocated, preventing commingling of funds, disposition of
+ the funds upon bankruptcy of the Secretary, etc.) will be
+ developed by the Board.
+
+ 11.3. Contributions. The Board is authorized to undertake actions
+ to ensure that all code and materials contributed to the Zope
+ Platform complies with the terms of the Zope Public License,
+ the IP Policy, or other applicable guidelines and agreements
+ as established or approved in accordance with these Bylaws.
+
+ 11.4. Expenses. Each Member will bear its own costs and expenses in
+ connection with its performance of its rights and duties in
+ respect of the Zope Foundation, including, without
+ limitation, compensation of its employees, and all travel and
+ living expenses associated with any Member’s participation in
+ any meetings and conferences called in connection with the
+ activities of the Zope Foundation.
+
+ 11.5. Checks, Notes and Contracts. The Board is authorized to
+ select such depositories as it shall deem proper for the
+ funds of the Zope Foundation and shall determine who shall be
+ authorized on the Zope Foundation’s behalf to sign bills,
+ notes, receipts, acceptances, endorsements, checks, releases,
+ contracts and documents.
+
+ 11.6. Investments. The funds of the Zope Foundation may be retained
+ in whole or in part in cash or be invested and reinvested
+ from time to time in such property, real, personal or
+ otherwise, or stocks, bonds or other securities, as the Board
+ in its discretion may deem desirable.
+
+ 11.7. Posting of Minutes. The Zope Foundation shall post on its
+ website any and all Update Reports and Quarterly Reports to
+ the Membership At-Large as set forth in Section 5.3.5.
+
+ 11.8. Books. There shall be kept at the office of the Zope
+ Foundation correct books of account of the activities and
+ transactions of the Zope Foundation, including a minute book
+ which shall contain a copy of the certificate of
+ incorporation, a copy of these Bylaws, and all minutes of the
+ meetings of the Board.
+
+ 11.9. Seal. The seal of the Zope Foundation shall be circular in
+ form and shall bear the name of the Zope Foundation and words
+ and figures showing that it was incorporated in the State of
+ Delaware and the year of incorporation.
+
+ 11.10. Amendments. These Bylaws may not be amended without (i) the
+ consent of at least two-thirds (2/3) of the Membership
+ At-Large in accordance with Section 6.5; and (ii) any other
+ consent requirements expressly set forth herein with respect
+ to such amendment’s proposed subject matter. Additionally,
+ to the extent a proposed amendment would alter a provision
+ that would require the unanimous consent of the Membership
+ At-Large for certain actions, then such amendment must be
+ unanimously approved in order to amend these Bylaws. The
+ provisions of any such amended Bylaws will be binding upon
+ all of the Membership At-Large.
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