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diff --git a/ByLaws.rst b/ByLaws.rst new file mode 100644 index 0000000..b8c8b7d --- /dev/null +++ b/ByLaws.rst @@ -0,0 +1,780 @@ +This document sets out the Bylaws governing the Gentoo Foundation. The Gentoo +Foundation is an American not for profit entity originally incorporated in the +state of New Mexico. The rules concerning the government of NonProfit +Corporations in New Mexico are defined in Chapter 53, Article 8 NMSA 1978 +also called the "Nonprofit Corporation Act" [#NMNONPROFIT]_ + +Article I Business offices +========================== + +Business offices +---------------- + +The Gentoo Foundation shall not maintain offices other than the registered +office described in Section 2.1 + +Article II Registered offices and registered agents +=================================================== + +Section 2.1. New Mexico +----------------------- + +The address of the initial registered office in the State of New Mexico and the +name of the initial registered agent of the foundation at such address are set +forth in the Certificate of Incorporation. + +The foundation 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 New +Mexico as is required by law. + + +Article III Meetings of members +=============================== + +Section 3.1. Place of Meetings +------------------------------ + +Meetings of the members shall be held electronically in the manner specified by +the Secretary in the meeting calling notice. Normally in #gentoo-trustees on +irc.freenode.net + +Section 3.2. Annual Meeting +--------------------------- + +A meeting of the members shall be held annually at such time as the Board of +Trustees may determine (which shall be, in the case of the first annual meeting, +not more than thirteen (13) months after the organization of the foundation 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 Trustees 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 Trustees, or when requested in writing by not less +than ten percent (10%) of all members. + +Section 3.4. Notice +------------------- + +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. Notices will be posted on appropriate mailing lists and in +the /topic of the IRC channel to be used for the meeting. + +If any such member delivers to the foundation 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 foundation 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 Trustees 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 3.7. Fixing Record Date +------------------------------- + +For the purpose of determining members entitled to vote at any meeting of +members or any adjournment thereof, the Board of Trustees 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 Trustees, and which record date shall +not be more than 60 nor less than 10 days before the date of such meeting. + +The record date shall be the date of poll opening, unless stated otherwise. + +Section 3.8. Record of Members Having Voting Rights +--------------------------------------------------- + +The officer or agent having charge of the membership records of the foundation +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, electronic signature (gpg key), and +electronic mail address of each member. This list is to be made publicly +available on line. Upon the willful neglect or refusal of the Trustees to +produce such a list at any meeting for the election of Trustees, such Trustees +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, shall constitute a quorum at a meeting of members. + +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 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 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 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 law of the +State of New Mexico. + +Members shall vote in person electronically. + +At any regular or special meeting as provided in Section 3.3, any question may +be voted upon in the manner and style deemed appropriate by the Secretary of the +organization or chairman of the meeting. + +Section 3.11. Proxies - Deleted +------------------------------- + +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 foundation, 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 + +1. Bears the date of signature by each member signing such consent and +2. Is delivered to the foundation within sixty (60) days of the date on which +the earliest consent was delivered to the foundation. 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 shall be one class of members, hereinafter referred to as full members. + +Section 4.2 Full Members +------------------------ + +Reserved + +Section 4.3. Admission of Members +--------------------------------- + +Full members are admitted by petitioning the trustees for membership, providing +verifiable evidence of their contribution to Gentoo. + +Active Gentoo developers who are not members of the Foundation may apply for +membership. Any developer applying for membership in the Foundation will become +a member of the Foundation immediately after the next Trustee meeting following +the application unless an absolute majority of the trustees (currently 3 out of +5) oppose membership for the developer at this meeting. + +Applicants who are not Gentoo developers need to cite verifiable evidence of +contributing to Gentoo or to the stated aims of the Gentoo Foundation Inc. + +Examples of contributing include but are not limited to, arch testing, bugzilla, +Gentoo forums, working with existing developers. Contributions will be verified. +The decision of the trustees is final. + +Monetary contributions will be discounted - Gentoo Foundation membership cannot +be bought. + +Section 4.4. Continuation of Membership +--------------------------------------- + +Full members who remain Gentoo developers shall have their membership continued +until it is terminated in accordance with 4.8 or 4.9. + +Full members who retire from the Gentoo project shall have there membership +continued while they indicate that they remain interested in the affairs of the +Foundation unless their membership is terminated in accordance with 4.8 or 4.9. + +Criteria for loss of interest in the foundation shall be determined by the +trustees, from time to time. + +Section 4.5 to 4.7 Inclusive +---------------------------- + +Reserved + +Section 4.8. Voluntary Withdrawal from Membership +------------------------------------------------- + +Members may withdraw from membership in the foundation at any time upon thirty +(30) days' written, signed notice delivered to an officer of the foundation, +which notice may be by cryptographically signed electronic mail with a valid +signature. + +Section 4.9. Termination from Membership +---------------------------------------- + +Membership may be terminated by a majority vote of the board of trustees in the +event that any member acts contrary to the purpose(s) of the Gentoo Foundation. + +Section 4.10. 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. + +Article V Trustees +================== + +Section 5.1. Powers +------------------- + +The business and affairs of the foundation shall be managed by or under the +direction of the Board of Trustees, the "Trustees", which may exercise all such +powers of the foundation 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 +-------------------------- + +Trustees need not be residents of New Mexico or of the United States, but they +must be members of the foundation. + +Candidates standing for election must be active Gentoo Developers as of the +record date (Effective 2017/07/04). + +Section 5.3. Compensation +------------------------- + +The positions of all Trustees are Honorary - No compensation, monetary or in +kind shall be paid. + +Section 5.4. Number +------------------- + +The foundation shall initially have five (5) Trustees. Thereafter, the number of +Trustees shall be fixed by the members at each annual meeting of members. The +initial Trustees who shall hold office until their successors shall take office, +are as follows: + +1. Roy Bamford (neddyseagoon) +2. Ferris McCormick (fmccor) +3. Joshua Jackson (tsunam) +4. Tom Gall (tgall) +5. William Thomson (wltjr) + +Section 5.5. Election and Term +------------------------------ + +Trustees shall be elected by secret ballot of the members using the condorcet +voting system or other such suitable system. Elections shall be held nominally +annual. + +Trustees shall normally hold office for a period not exceeding two electoral +periods. Trustees shall retire annually by rotation (and may be re-elected). The +first rotation shall be determined by the meeting of the Trustees held to adopt +these Bylaws. + +Each Trustee 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 Trustees +------------------------------------------------ + +A director may resign at any time upon written request to the foundation. +Furthermore, any director or the entire Board of Trustees may be removed, with +or without cause, by a vote of the majority of the members entitled to vote for +the election of Trustees or as otherwise provided in the General Foundation Law +of the State of New Mexico. + +Section 5.7. Vacancies +---------------------- + +Any vacancy occurring in the Board of Trustees, including any vacancy created by +reason of an increase in the authorized number of Trustees, may be filled by the +affirmative vote of a majority of the remaining Trustees though less than a +quorum of the Board of Trustees or by a sole remaining director. A director +elected to fill a vacancy shall hold office only until the next election of +Trustees by the members. + +Section 5.8. Quorum and Voting +------------------------------ + +A majority of the number of Trustees fixed in accordance with these Bylaws shall +constitute a quorum for the transaction of business. The vote of a majority of +the Trustees present at a meeting at which a quorum is present shall be the act +of the Board of Trustees. + +Section 5.9. Executive and Other Committees +------------------------------------------- + +The Board of Trustees, by resolution adopted by a majority of the full Board of +Trustees, 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 Trustees 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 Trustees in the management of the business and affairs of the +foundation, as limited by the laws of the State of New Mexico. + +The Board of Trustees, by resolution adopted in accordance with this section, +may designate one or more Trustees 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 +Trustees to act at the meeting in the place of any such absent or disqualified +member. + +Section 5.10. Place of Meetings +------------------------------- + +All meetings of the Board of Trustees may be held in person or electronically, +within or outside the State of New Mexico and within or outside the United +States. + +Section 5.11. Time, Notice and Call of Meetings +----------------------------------------------- + +Regular meetings of the Board of Trustees shall be held immediately following +the annual meeting of members each year and at such times thereafter as the +Board of Trustees may fix. No notice of regular Trustees' meetings shall be +required. + +Special meetings of the Board of Trustees shall be held at such times as called +by the Chairman of the Board, the President of the foundation, or any two (2) +Trustees. Written notice of the time and place of special meetings of the +Board of Trustees shall be given to each director by electronic mail at least +two (2) days before the meeting. + +Notice of a meeting of the Board of Trustees 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 Trustees 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 +Trustees 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 foundation and one or more of its +Trustees or between the foundation and any other foundation, partnership, +association or other organization in which one or more of the Trustees +of the foundation are Trustees or officers or are financially interested, shall +be void or voidable solely because of such relationship or interest or solely +because such director or Trustees are present at or participate in the meeting +of the Board of Trustees 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: + +1. 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 +Trustees or committee, and the Board of Trustees or committee in good +faith authorizes, approves or ratifies the contract or transaction by +the affirmative votes of a majority of the disinterested Trustees, even +though the disinterested Trustees be less than a quorum; or + +2. 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 # The contract or transaction is fair as to the +foundation at the time it is authorized, approved or ratified by the Board of +Trustees, a committee of the Board of Trustees or the members. Common or +interested Trustees may be counted in determining the presence of a quorum at a +meeting of the Board of Trustees or a committee thereof which authorizes, +approves or ratifies such contract or transaction. + +Article VI Officers +=================== + +Section 6.1. Officers +--------------------- + +The officers of the foundation shall consist of a President, a Secretary and a +Treasurer, each of whom shall be elected by the Board of Trustees. 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 Trustees 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 foundation shall have the following duties: + +1. Chairman of the Board. The Chairman of the Board, if one is elected, shall +preside at all meetings of the Board of Trustees and members and shall have such +other duties and authority as may be conferred by the Board of Trustees. + +2. 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 Trustees 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 Trustees shall choose one Vice +Chairman to perform the duties and exercise the powers of the Chairman. + +3. President. The President shall be the chief executive officer of the +foundation and shall have general and active management of the business and +affairs of the foundation , subject to the direction of the Board of Trustees. +If a Chairman of the Board is not elected, the President shall preside at all +meetings of the Board of Trustees and members. + +4. 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 Trustees 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 Trustees may from time to time assign him or her. + +5. Secretary and Assistant Secretary. The Secretary shall keep accurate records +of the acts and proceedings of all meetings of the members and Trustees. 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 +foundation and shall keep, at the registered or principal office of the +foundation, a record of the members showing the name, address, telephone 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 Trustees. The Assistant Secretary, if one is +appointed, shall render assistance to the Secretary in all the responsibilities +described above. + +6. 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 Trustees. The Assistant Treasurer, if +one is appointed, shall render assistance to the Treasurer in all of the +responsibilities described above. + +Section 6.3 - Requirements for Chairman and Vice Chairman +--------------------------------------------------------- + +The Chairman and Vice Chairman, if elected by the board, must be trustees. + +Section 6.4. Election and Term +------------------------------ + +Each officer shall be appointed by the Board of Trustees and shall hold office +until such time as the officer resigns or is removed by the Board of Trustees. + +Section 6.5. Removal of Officers +-------------------------------- + +Deleted. + +Section 6.6. Vacancies +---------------------- + +Any vacancy, however occurring, in any office may be filled by the Board of +Trustees. + +Section 6.7. Compensation +------------------------- + +The positions of all officers are Honorary - No compensation, monetary or in +kind shall be paid. + +Article VII Books and Records +============================= + +Section 7.1. Books and Records +------------------------------ + +The foundation shall keep correct and complete books and records of accounts and +shall keep minutes of the proceedings of its members, Board of Trustees and +committees of Trustees. + +The foundation shall keep at its registered office or principal place of +business, or at the office of its transfer agent or registrar, or in the custody +of the Secretary a record of the name, electronic mail address and public gpg +key of each member, together with the date of any withdrawal or termination of +such member's membership. + +Each member shall be responsible for notifying the foundation of changes to such +member's, electronic mail address and public gpg key. + +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 +--------------------------------------- + +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 foundation's usual hours +for business, for any proper purpose as determined under the law of the State of +New Mexico, the foundation's membership records and its other books and records +and to make copies or extracts therefrom. + +Article VIII Nonprofit Status +============================= + +Nonprofit Status +---------------- + +The foundation is organized and shall be operated as a not-for-profit membership +foundation organized under New Mexico law. If the Board of Trustees of the +foundation elects to seek and obtains an exemption for the foundation 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 foundation shall not be empowered to engage directly or indirectly +in any activity which the foundation 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 +========================= + +Corporate Seal +-------------- + +The Foundation shall not have a corporate seal. + +Article X Amendment +=================== + +Amendment +--------- + +These Bylaws may be altered, amended or repealed by the Board of Trustees or by +the members, and new Bylaws may be adopted by the Board of Trustees or by the +members. No alteration, amendment or repeal of these Bylaws shall be effective +unless and until the foundation attempts, in good faith, to give notice to the +members of the foundation of such alteration, amendment or repeal at least +fifteen (15) days prior to the effective date of such alteration, amendment or +repeal, which notice shall be to each members electronic mail address. + +Article XI Limits on liability of Trustees +========================================== + +Limits on liability of Trustees +------------------------------- + +To the fullest extent permitted by the law of the State of New Mexico, as the +same exists or may hereafter be amended, a director of the foundation shall not +be personally liable to the foundation or its members for monetary damages for +breach of fiduciary duty as a director. + +Article XII Indemnification of officers and Trustees +==================================================== + +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 foundation), by reason of the fact that he or she is or was a +director, officer or member of the foundation, or is or was serving at the +request of the foundation as a director, officer, employee, or agent of +another foundation, 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 foundation; provided, however, that the +foundation 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 +Trustees. + +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 foundation, or who is or was serving +at the request of the foundation as an officer or director of another +foundation, partnership, joint venture, trust or other enterprise, in defending +any civil, criminal, administrative or investigative action, suit or proceeding, +shall be paid by the foundation in advance of the final disposition of such +action, suit or proceeding upon receipt of an undertaking by or on behalf of +such person to repay such amount if it is ultimately determined that he or she +is not entitled under applicable law to be indemnified by the foundation. + +Section 12.3. Right of Claimant to Bring Suit +--------------------------------------------- + +If a claim under this Article is not paid in full by the foundation within +ninety (90) days after a written claim has been received by the foundation, the +claimant may at any time thereafter bring suit against the foundation 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 foundation 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 +Foundation Law of the State of New Mexico, but the burden of proving such +defense shall be on the foundation. Neither the failure of the foundation +(including its Board of Trustees, 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 law of the +State of New Mexico, nor an actual determination by the foundation (including +its Board of Trustees, 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 foundation 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 Trustees 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 foundation may purchase and maintain insurance on behalf of any person who +is or was a director, officer, member, employee or agent of the foundation, or +is or was serving at the request of the foundation as a director, officer, +employee or agent of another foundation, 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 foundation 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 foundation" shall include, in +addition to the resulting foundation, any constituent foundation (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 Trustees, officers, and employees or agents, so that any person +who is or was a director, officer, employee or agent of such constituent +foundation, or is or was serving at the request of such constituent foundation +as a director, officer, employee or agent of another foundation, partnership, +joint venture, trust or other enterprise, shall stand in the same position under +this Article with respect to the resulting or surviving foundation as he or she +would have with respect to such constituent foundation 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 foundation" shall include any service as a director, +officer, employee or agent of the foundation 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 foundation" 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 foundation shall be signed by +such officer or officers or such other person or persons as the Board of +Trustees may from time to time designate. + +Section 13.2. Fiscal Year +------------------------- + +The fiscal year of the foundation shall be fixed by resolution of the Board of +Trustees. + +Section 13.3. Loans +------------------- + +No loans shall be contracted on behalf of the foundation and no evidence of +indebtedness shall be issued in its name unless authorized by a resolution of +the Board of Trustees. Such authority may be general or confined to specific +instances. + +Section 13.4. Deposits +---------------------- + +All funds of the foundation not otherwise employed shall be deposited from time +to time to the credit of the foundation in such depositories as the Board of +Trustees shall direct. + + +Section 13.5. Contracts +----------------------- + +The Board of Trustees may authorize any officer or officers, agent or agents, to +enter into any contract or execute and deliver any instrument on behalf of the +foundation, 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 Trustees 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 foundation and/or the other Trustees 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. + +References +========== + +.. [#NMNONPROFIT] [http://www.sos.state.nm.us/uploads/files/Corporations/ch53Art8.pdf |