Transparency-2: Update Bylaws_of_The_Foundation.md

Transparency - Minutes - Posting

Bylaws/Bylaws_of_The_Bitcoin_Foundation.md

@@ -94,21 +94,21 @@ ARTICLE IV - MEMBERSHIP MEETINGS
 
 Section 4.1	Place of Meetings: All meetings of members shall be held at the Corporation's principal office, or at any other place within or without the District of Columbia, as determined by the Board of Directors pursuant to the authority herein granted to it.
 
-Section 4.2	Annual Meetings: The annual meeting of each class of members shall be held in each calendar year, on such date and at such time and place as determined by the Board of Directors. Annual meetings may be held in any manner permitted by law, however, an agenda shall be posted for annual meetings.  Foundation staff shall strive to post an agenda for any annual meeting one week prior to the meeting date on the Bitcoin Foundation website, but the agenda shall be posted to the Bitcoin Foundation website at least seventy-two hours before the special meeting.  Failure to post the agenda to the Bitcoin Foundation website shall result in postponement of the meeting.
+Section 4.2	Annual Meetings: The annual meeting of each class of members shall be held in each calendar year, on such date and at such time and place as determined by the Board of Directors. Annual meetings may be held in any manner permitted by law, however, an agenda shall be posted for annual meetings.  Foundation staff shall strive to post an agenda for any annual meeting one week prior to the meeting date on the Bitcoin Foundation website, but the agenda shall be posted to the Bitcoin Foundation website at least seventy-two hours before the special meeting.  Failure to post the agenda to the Bitcoin Foundation website shall result in postponement of the meeting.  During and subsequent to the meeting, minutes shall be prepared by staff that reflect a summary of the actions resulting from the votes taken by the Board of Directors during the meeting.  The draft minutes shall be presented to the Board of Directors at the next meeting of any kind which is held, any corrections shall be provided at that time by the Board of Directors, and the minutes shall be finalized at that meeting.  The final minutes of the Annual Meeting shall be published to the Bitcoin Foundation website by no later than one month from the date of the meeting following the Annual meeting.  The minutes shall include at minimum a list of the actions corresponding to the agenda which the Board of Directors voted on, a record of the vote for each action, and if the action involved financial resources, then a description of the quantity of funds, types of funds, and the disposition of those resources emanating from the action.
 
-Section 4.3	Special Meetings: Special meetings of members shall be held upon call of any of the following: 
+Section 4.3	Special Meetings: Special meetings of members shall be held upon call of any of the following:
 
 (a)  The Board of Directors; 
 
 (b)  The Chairman of the Board; or 
 
 (c)  Members holding fifteen percent (15%) or more of the Corporation's voting power 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 written demand is delivered to the Secretary, in accordance with Section 4.4 below. Special meetings may be held in any manner permitted by law, however, an agenda shall be posted for special meetings.  Foundation staff shall strive to post an agenda for any special meeting one week prior to the meeting date on the Bitcoin Foundation website, but the agenda shall be posted to the Bitcoin Foundation website at least seventy-two hours before the special meeting.  Failure to post the agenda to the Bitcoin Foundation website shall result in postponement of the meeting.
+Notice of a special meeting shall be given within thirty (30) days following the date written demand is delivered to the Secretary, in accordance with Section 4.4 below. Special meetings may be held in any manner permitted by law, however, an agenda shall be posted for special meetings.  Foundation staff shall strive to post an agenda for any special meeting one week prior to the meeting date on the Bitcoin Foundation website, but the agenda shall be posted to the Bitcoin Foundation website at least seventy-two hours before the special meeting.  Failure to post the agenda to the Bitcoin Foundation website shall result in postponement of the meeting.  During and subsequent to the meeting, minutes shall be prepared by staff that reflect a summary of the actions resulting from the votes taken by the Board of Directors during the meeting.  The draft minutes shall be presented to the Board of Directors at the next meeting of any kind which is held, any corrections shall be provided at that time by the Board of Directors, and the minutes shall be finalized at that meeting.  The final minutes of the special meeting shall be published to the Bitcoin Foundation website by no later than one month from the date of the meeting following the special meeting.  The minutes shall include at minimum a list of the actions corresponding to the agenda which the Board of Directors voted on, a record of the vote for each action, and if the action involved financial resources, then a description of the quantity of funds, types of funds, and the disposition of those resources emanating from the action.
 
 Section 4.4	Notice of Meetings: Notice of each annual and special meeting, and ballot for election of Directors or otherwise, if any, shall be given to each member of the Corporation who, on the record date for notice of the meeting, is entitled to vote thereat. Written notice (for which email shall suffice) shall be sent to the last address of record for each member at least seven days before the meeting. The notice shall contain the date, time, and place of the meeting, or the date on which the ballot must be returned by or submitted, as applicable. Notice of each annual and special meeting shall also include a description of any matter or matters that these Bylaws or applicable law require approval by members. If directors are to be elected at an annual meeting, the notice shall also specify the names of all candidates. 
 
-Section 4.5	Adjourned Meetings: Any annual or special members' meeting, whether or not a quorum is present, may be adjourned by the vote of a majority of the members either present in person or represented by proxy. No additional notice of the time and place of an adjourned meeting is required other than by an announcement at the meeting at which such adjournment is taken. If a new record date is fixed for notice or voting after the adjournment, 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. If action items remain which are deferred by adjournment to a date certain, when the Board of Directors will meet to take action on the remaining items, a new agenda shall be posted to the Bitcoin Foundation website at least seventy-two hours before that next meeting where the remaining items will be addressed.
+Section 4.5	Adjourned Meetings: Any annual or special members' meeting, whether or not a quorum is present, may be adjourned by the vote of a majority of the members either present in person or represented by proxy. No additional notice of the time and place of an adjourned meeting is required other than by an announcement at the meeting at which such adjournment is taken. If a new record date is fixed for notice or voting after the adjournment, 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. If action items remain which are deferred by adjournment to a date certain, when the Board of Directors will meet to take action on the remaining items, a new agenda shall be posted to the Bitcoin Foundation website at least seventy-two hours before that next meeting where the remaining items will be addressed.  During and subsequent to the meeting, minutes shall be prepared by staff that reflect a summary of the actions resulting from the votes taken by the Board of Directors during the meeting.  The draft minutes shall be presented to the Board of Directors at the next meeting of any kind which is held, any corrections shall be provided at that time by the Board of Directors, and the minutes shall be finalized at that meeting.  The final minutes of the adjourned meeting shall be published to the Bitcoin Foundation website by no later than one month from the date of the meeting following the adjourned meeting.  The minutes shall include at minimum a list of the actions corresponding to the agenda which the Board of Directors voted on, a record of the vote for each action, and if the action involved financial resources, then a description of the quantity of funds, types of funds, and the disposition of those resources emanating from the action.
 
 Section 4.6	Proxies: Every member entitled to vote shall have the right to do so in person, or by one or more agents authorized by a written proxy executed by such person or their duly authorized agent and filed with the Corporation's Secretary. However, no such proxy shall be valid after eleven (11) months from the date of its execution, unless the person executing it specifies therein a length of time for which the proxy shall continue in force. A proxy is effective upon receipt by the Secretary or other officer or agent authorized to tabulate votes. A proxy must be received prior to the closing of a vote in order to be effective.
 
@@ -180,7 +180,7 @@ Section 5.6	Regular Meetings: Regular meetings of the Board of Directors shall b
 
 Section 5.7	Special Meetings: Special meetings of the Board of Directors may be called for any purpose(s) at any time by the Chairman of the Board or by twenty-five percent (25%) or more of the directors then in office.
 
-Section 5.8	Notice of Meetings & Attendance: Regular Board of Directors meetings may be held, however, an agenda shall be posted for regular Board of Directors meetings.  Foundation staff shall strive to post an agenda for any regular Board of Directors meeting one week prior to the meeting date on the Bitcoin Foundation website, but the agenda shall be posted to the Bitcoin Foundation website at least seventy-two hours before the regular meeting.  Failure to post the agenda to the Bitcoin Foundation website shall result in postponement of the meeting.  At least six (6) days notice of the time and place of each meeting of the Board of Directors not fixed by an express provision of the Bylaws or by a standing Board of Directors resolution shall be given to each director by personal delivery, telephone, telegraph, facsimile, electronic mail, or first class mail.
+Section 5.8	Notice of Meetings & Attendance: Regular Board of Directors meetings may be held, however, an agenda shall be posted for regular Board of Directors meetings.  Foundation staff shall strive to post an agenda for any regular Board of Directors meeting one week prior to the meeting date on the Bitcoin Foundation website, but the agenda shall be posted to the Bitcoin Foundation website at least seventy-two hours before the regular meeting.  Failure to post the agenda to the Bitcoin Foundation website shall result in postponement of the meeting.  At least six (6) days notice of the time and place of each meeting of the Board of Directors not fixed by an express provision of the Bylaws or by a standing Board of Directors resolution shall be given to each director by personal delivery, telephone, telegraph, facsimile, electronic mail, or first class mail.  During and subsequent to the meeting, minutes shall be prepared by staff that reflect a summary of the actions resulting from the votes taken by the Board of Directors during the meeting.  The draft minutes shall be presented to the Board of Directors at the next meeting of any kind which is held, any corrections shall be provided at that time by the Board of Directors, and the minutes shall be finalized at that meeting.  The final minutes of the regular meeting shall be published to the Bitcoin Foundation website by no later than one month from the date of the meeting following the regular meeting.  The minutes shall include at minimum a list of the actions corresponding to the agenda which the Board of Directors voted on, a record of the vote for each action, and if the action involved financial resources, then a description of the quantity of funds, types of funds, and the disposition of those resources emanating from the action.
 
 Section 5.9	Action Without Meeting: Any Board of Directors action required or permitted to be taken by applicable law may be taken without a meeting if all members of the Board individually or collectively consent in writing to such action. The action shall be evidenced by one or more written consents that: