🚀 go-pugleaf

                                                      Version 2.5
                                                     Feb. 9, 1993
 
 
 
This is the version embodying the change passed at the 2-9-93
director meeting, passed unanimously, removing the word "Chapter"
and the reference to the (national) Electronic Frontier Foundation
from the second paragraph of the introduction.
 
 
 
                      By-Laws of EFF-Austin
 
 
                         I. Introduction
 
    These are the by-laws of EFF-Austin, a non-profit organization
incorporated under the laws of the State of Texas.  These by-laws
are adopted by the Board of Directors, under the authority of the
Articles of Incorporation of EFF-Austin, and pursuant to the goals,
powers and limitations set out therein.
 
     EFF-Austin shall from time to time informally conduct
activities and correspond with others under the name "Electronic
Frontier Foundation - Austin."
 
 
                II. Boards, Officers and Members
 
A.  Board of Directors
 
Section (1) -- General Powers
    The business and affairs of the Corporation shall be managed by
its Board of Directors (the Board).
 
Section (2) -- Number, & Tenure of Directors
    The number of seats on the Board shall be 9. Each director shall hold
office until a majority of the Board votes to replace that director, or
until that director resigns. A seat on the Board is to be considered
vacant if the director holding the seat is absent from two consecutive
meetings as described in section (3) below, without valid excuse as
determined at the end of each missed meeting by those directors
then present.
 
Section (3) -- Regular Meetings
    A regular meeting of the Board shall be held, without other notice
than this by-law, on the second Tuesday of each month, at a place
to be determined by the Board.  The Board may provide, by
resolution, the time and the place for additional regular meetings
without notice other than such resolution.
 
Section (4) -- Special Meetings
    Special meetings of the Board shall be called by the Secretary at
the request of any two directors.  The Secretary may fix any place,
within or without the city of Austin, Texas, as a place for holding
any special meeting of the Board called by them.
 
Section (5) -- Notice
    Notice of any special meeting shall be given at least two days
previously thereto by written notice, telephone call, or electronic
means to each director at his business or home address or telephone
number.  The Board shall define a procedure which, if followed,
will be deemed to provide a board member with constructive notice
of special meetings.
 
Section (6) -- Quorum
    A majority of the number of current directors shall constitute a
quorum for the transaction of business at any meeting of the board
of directors.
 
Section (7) -- Manner of Acting
    The act of the majority of current directors at a meeting at which
a quorum is present shall be the act of the Board.
 
Section (8) -- Action Without A Meeting
    Any action required or permitted to be taken by the Board at a
meeting may be taken without a meeting if consent in writing,
setting forth the action so taken, shall be signed by all of the
directors.
 
Section (9) -- Telephone Meetings
    Any or all of the directors may participate in a meeting of the
Board by means of a conference telephone or similar communications
equipment by means of which all persons in the meeting
can communicate with each other at the same time; and participation
by such means shall constitute presence in person at any such
meeting.
 
Section (10) -- Vacancies
    Any vacancies occurring on the Board may be filled by an
affirmative vote of a majority of the remaining directors though
less than a quorum of the Board.  A director so elected shall
immediately replace his predecessor.
 
 
B. Officers
    The Board shall elect a President, Vice President, Secretary and
Treasurer whose duties will be determined by the Board. The Board
may appoint assistants to these officers or create new positions
as they see fit. Officers, assistants, and any others appointed by the
board shall serve until such time as they resign, or are replaced
or removed by the Board.
 
C. Advisory Board
 
Section (1) -- Appointment
    The Board of Directors from time to time shall appoint individuals
to an Advisory Board, providing such individuals have consented to
said appointment.
 
Section (2) -- Nature and Tenure
    The Advisory Board shall act in accordance with guidelines provided
by the Board of Directors.  Advisory Board members shall serve on
the Advisory Board at the discretion of the Board of Directors,
until such time as they may resign, or be replaced or removed by
the Board.
 
D. Members
    The Board shall set any and all membership requirement, including,
but not limited to, fees, dues, residency and any other requirements,
except for those in violation of II.E below. A membership shall continue
until the end of the month one year following the month a membership
is accepted.
 
E. Non-Discrimination Policy
    Under no circumstances shall the following criteria be used to
limit or favor membership, appointment to the Board or Advisory
Board, or to affect any other decision making process:
    An individual's race, sex, religious affiliation, national origin,
or sexual preference.
 
 
                  III. Contractual Obligations
 
    All deeds, leases, transfers, contracts, bonds, notes and other
obligations (including checks) authorized on behalf of the
corporation shall be signed by two of the four officers appointed
in accordance with these bylaws.
 
 
                         IV. Fiscal Year
 
    The fiscal year of EFF-Austin shall begin on the first day of
January and end on the last day of December.
 
 
                      V. Books and Records
 
    EFF-Austin shall keep correct and complete books and records of
account pursuant to the Texas Non-Profit Corporation Act and any
other relevant laws.  Any person with a proper purpose in relation
to EFF-Austin may, after a written request, inspect and copy the
corporation's books and records, and may do so through his attorney
or agent.  The Board may establish reasonable inspection and
copying fees to cover material and labor involved.  A member of
EFF-Austin can request that a financial audit be performed by an
accounting firm of his choice, providing that said member cover all
associated costs and fees, and that said member does not subject
EFF-Austin to more than one audit per year.
 
 
                  VI. Miscellaneous Provisions
 
A.  Legal Construction
    These by-laws shall be construed in accordance with the laws of
the State of Texas.  All reference in these by-laws to statutes,
regulations, or other sources of legal authority shall refer to the
authorities cited, or their successors, as they may be amended from
time to time.
 
B.  Headings
    The headings used in these by-laws are used for convenience and
shall not be considered in construing the terms of these by-laws.
 
C.  Gender
    Wherever the context requires, all words in these by-laws in the
male gender shall be deemed to include the female or neuter gender, all
singular words shall include the plural, and all plural words shall
include the singular.
 
 
                      VII. By-Law Revision
 
    These by-laws may be altered, amended or repealed and new by-laws
may be adopted by the Board at any regular or special meeting.
 
 
                    CERTIFICATE OF SECRETARY
 
    I certify that I am the duly elected and acting secretary of EFF-
Austin and that the foregoing by-laws constitute the by-laws of the
Corporation. These by-laws were duly adopted at a meeting of the
Board of Directors held on September 8, 1992.
 
 
 
Dated: _________________, 1992
 
 
                                      ___________________________
                                                    Steve Jackson
                                                        Secretary
                                                       EFF-Austin