ALAMOFIRE SOFTWARE FOUNDATION BYLAWS
ARTICLE I - ORGANIZATION
The name of the corporation shall be Alamofire Software Foundation.
The organization shall have a seal which shall be in the following form: Seal not present of electronic copy, only on paper original.
The organization may at its pleasure by a vote of the membership body change its name.
ARTICLE II - PURPOSE
The following are the purposes for which this organization has been organized:
- Support development of Alamofire by sponsoring sprints, meetups, gatherings and community events.
- Promote the use of Alamofire software among the application developer community.
- Protect the intellectual property and the framework's long-term viability.
- Advance the state of the art in application development.
ARTICLE III - MEMBERSHIP
The membership of the corporation shall consist of the members of the Board of Directors.
ARTICLE IV - MEETING
The annual membership meeting of this organization shall be held on the third or fourth weeks of January, each and every year. The Secretary shall send every member in good standing a notice telling the time and place of such annual meeting.
Regular meetings of the board of this organization shall be held quarterly.
The presence of not less than three and at least two-thirds of all board members shall constitute a quorum and shall be necessary to conduct the business of this organization, but a lesser number may adjourn the meeting for a period of not more than two weeks from the date scheduled by these bylaws and the Secretary shall notify all members who were not present at original meeting of this newly scheduled meeting. A quorum as hereinbefore set forth shall be required at any adjourned meeting.
Special meetings of the board of this organization may be called by the President when deemed it in the best interest of the organization or by two members of the board. Notices of such meeting shall be sent at least two weeks but not more than 30 days before the scheduled date set for such special meeting. Such notice shall state the reasons that such meeting has been called and the business to be conducted.
At the request of one-third members of the Board of Directors of the organization the President shall cause a special meeting to be called but such a request must be made in writing at least thirty days before the requested scheduled date. No other business but that specified in the notice may be transacted at such speical meeting without the unanimous consent of all present at such meeting.
ARTICLE V - VOTING
Any member of the Board of Directors is eligible to vote. Each voting member shall have exactly one vote. Ballots concerning election or removal of officers shall be secret ballots.
All votes (unless otherwise stated) are approved by two-thirds of the majority of voters being in favor of the issue in question.
At any regular or special meeting if a majority so requires, any question may be voted upon in the manner and style deemed appropriate by the secretary of the organization or chairman of the meeting.
All votes by the membership shall be cast in the manner specified by the Secretary. The default method of voting (unless otherwise stated) shall be by cryptographically signed email ballots.
Votes and tallies are not revealed during voting, but votes cast are listed after the election is over. The ballots for the election of officers shall be kept secret even after the vote is over.
No inspector of election shall be a candidate fro office or shall be personally interested in the question voted upon.
ARTICLE VI - ORDER OF BUSINESS
- Roll call.
- Reading of the minutes of the preceding meeting.
- Reports of committee.
- Reports of officers.
- Old and unfinished business.
- New business.
- Good and welfare.
ARTICLE VII - BOARD OF DIRECTORS
The business of this organization shall be managed by a Board of Directors, four of whom shall serve as the officers of the organization. If the Board of Directors consists of less than four members, members shall be allowed to hold multiple officer positions. The number of Directors constituting the entire Board shall be fixed by the Board, but such number shall not be less than three.
The directors to be chosen for the ensuing year shall be chosen at the annual meeting of this organization in the same manner and style as the officers of this organization and they shall serve for a term of one year. Directors shall be eligible to serve successive terms without limitation.
The Board of Directors shall have the control and management of the affairs and business of this organization. Such Board of Directors shall only act in the name of the organization when it shall be regularly convened by its chairman after due notice to all the directors of such meeting.
The presence of not less than three and at least two-thirds of the Board of Directors shall constitute a quorum and the meetings of the Board of Directors shall be held regularly on the third or fourth week of January each year.
Each director shall have one vote and such voting may not be done by proxy.
The Board of Directors may make such rules and regulations covering its meetings as it may in its discretion determine necessary.
Vacancies in the Board of Directors shall be filled by a vote of the majority of the remaining members of the Board of Directors for the balance of the year.
The President of the organization by virtue of the office shall be Chairperson of the Board of Directors. The Board of Directors shall select from one of their number a Secretary.
A director may be removed when sufficient cause exists for such removal. The Board of Directors may entertain charges against any director. A director may be represented by counsel upon any removal hearing. The Board of Directors shall adopt such rules as it may in its discretion consider necessary for the best interests of the organization, for this hearing.
Any Director may resign from office at any time by delivering a resignation in writing to the Board of Directors, and the acceptance of the resignation, unless required by its terms, shall not be necessary to make the resignation effective.
ARTICLE VIII - OFFICERS
The officers of this organization shall hold the positions of President, Vice President, Secretary, and Treasurer. The names and positions of the current officers are found in Appendix A of these bylaws.
The President shall preside at all membership meetings, by virtue of the office be Chairperson of the Board of Directors, present at each annual meeting of the organization an annual report of the work of the organization, appoint all committees, temporary or permanent, see that all books, reports and certificates as required by law are properly kept or filed, be one of the officers who may sign the checks or drafts of the organization, and have such powers as may be reasonably construed as belonging to the chief executive of any organization.
The Vice President shall in the event of the absence or inability of the President to exercise his or her office become acting President of the organization with all the rights, privileges and powers as if he or she had been the duly elected President.
The Secretary shall keep the minutes and records of the organization in appropriate books, file any certificate required by any statute, federal or state, give and serve all notices to members of the organization, be the official custodian of the records and seal of the organization, be one of the officers required to sign the checks and drafts of the organization, present to the membership at any meetings any communication addressed to the Secretary of the organization, submit to the Board of Directors any communications which shall be addressed to the Secretary of the organization, attend to all correspondence of the organization and exercise all duties incident to the office of Secretary.
The Treasurer shall have the care and custody of all monies belonging to the organization, be solely responsible for such monies or securities of the organization and be one of the officers who shall sign checks or drafts of the organization. No special fund may be set aside that shall make it unnecessary for the Treasurer to sign the checks issued upon it.
The Treasurer shall render at stated periods as the Board of Directors shall determine a written account of the finances of the organization and such report shall be physically affixed to the minutes of the Board of Directors of such meeting and shall exercise all duties incident to the office of Treasurer.
Officers shall by virtue of this office be members of the Board of Directors.
Officer elections for the ensuing year are to be held at the annual meeting of this organization. The Board shall submit at the meeting prior to the annual meeting nominations of the names of those persons for the respective officers positions. The election shall be held at the annual meeting of the Board of Directors. Once elected, the officers shall serve a term of one year, commencing at the next meeting following the annual meeting. Officers shall be eligible to succeed themselves in their respective offices for subsequent terms.
No officer or director shall for reason of the office be entitled to receive any salary or compensation, but nothing herein shall be construed to prevent an officer or director from receiving any compensation from the organization for duties other than as a director or officer.
ARTICLE IX - INDEMNIFICATION
To the full extent authorized under the laws of the State of Oregon, the corporation shall indemnify any director, officer, employee, or agent, or former member, director, officer, employee, or agent of the corporation, or any person who may have served at the corporation’s request as a director or officer of another corporation (each of the foregoing members, directors, officers, employees, agents, and persons is referred to in this Article individually as an “indemnitee”), against expenses actually and necessarily incurred by such indemnitee in connection with the defense of any action, suit, or proceeding in which that indemnitee is made a party by reason of being or having been such member, director, officer, employee, or agent, except in relation to matters as to which that indemnitee shall have been adjudged in such action, suit, or proceeding to be liable for negligence or misconduct in the performance of a duty. The foregoing indemnification shall not be deemed exclusive of any other rights to which an indemnitee may be entitled under any bylaw, agreement, resolution of the Board of Directors, or otherwise.
Expenses (including reasonable attorneys’ fees) incurred in defending a civil or criminal action, suit, or proceeding may be paid by the corporation in advance of the final disposition of such action, suit, or proceeding, if authorized by the Board of Directors, upon receipt of an undertaking by or on behalf of the indemnitee to repay such amount if it shall ultimately be determined that such indemnitee is not entitled to be indemnified hereunder.
The corporation may purchase and maintain insurance on behalf of any person who is or was a member, director, officer, employee, or agent against any liability asserted against such person and incurred by such person in any such capacity or arising out of such person’s status as such, whether or not the corporation would have the power or obligation to indemnify such person against such liability under this Article.
ARTICLE X - SALARIES
The Board of Directors shall hire and fix the compensation of any and all employees which they in their discretion may determine to be necessary in the conduct of the business of the organization.
ARTICLE XI - COMMITTEES
The Corporation shall have no committees.
ARTICLE XII - DUES
No dues are required and no dues are anticipated, but the Board of Directors reserve the right to impose a membership dues and to set the amount at a later date if it is deemed necessary.
ARTICLE XIII - AMENDMENTS
These bylaws may be altered, amended, repealed or added to by an affirmative vote of not less than two-thirds of the Board of Directors.
APPENDIX A - OFFICERS OF THE CORPORATION
This section shall contain the names and positions of the current officers. It shall be modified to contain the names of new officers of the organization when necessary, and shall not require a vote beyond the approval of the resolution appointing the officers.
The officers of the organization shall be as follows:
- President - Christian Noon
- Vice President - Kevin Harwood
- Secretary - Jon Shier
- Treasurer - Christian Noon
Revisions occurred on June 8th, 2015.
- Removed Mattt Thompson from the Board of Directors.
- Elected Christian Noon to the offices of President and Treasurer.
- Elected Kevin Harwood to the office of Vice President.
- Elected Kyle Fuller to the office of Secretary.
Revisions occurred on August 20th, 2016.
- Removed Kyle Fuller from the Board of Directors.
- Added Jon Shier to the Board of Directors. Elected Jon Shier to the office of Secretary.
Revisions occurred on October 2nd, 2016.
- Updated Membership section to consist of the members of the Board of Directors.
- Updated the Board of Directors section to state terms are one year and that directors can serve successive terms without limitation.
- Added an Election section to the Officers section.