Bylaws

A California Nonprofit Mutual Benefit Corporation

TABLE OF CONTENTS

1. ARTICLE I - NAME 

2. ARTICLE II - OFFICES

3. ARTICLE III - PURPOSES AND OBJECTIVES

4. ARTICLE IV - MEMBERS

5. ARTICLE V - MEETINGS OF MEMBERS

6. ARTICLE VI - DIRECTORS

7. ARTICLE VII - OFFICERS

8. ARTICLE VIII - COMMITTEES

9. ARTICLE IX - INDEMNIFICATION AND INSURANCE

10. ARTICLE X - EXECUTION OF INSTRUMENTS, DEPOSITS AND FUNDS

11. ARTICLE XI - CORPORATE RECORDS AND REPORTS

12. ARTICLE XII - FISCAL YEAR

13. ARTICLE XIII - PROHIBITION AGAINST SHARING PROFITS 

14. ARTICLE XIV - NO WARRANTY

15. ARTICLE XV - AMENDMENTS

16. ARTICLE XVI - PRODUCT ENDORSEMENT

17. 2009 Amendments

 

ARTICLE I - NAME

1.1 The name of this Corporation is The Software Defined Radio Forum, Inc., doing business as (DBA) the SDR Forum. It shall be referred to in these Bylaws as the "SDR Forum", “SDRF”, or the "Corporation."

ARTICLE II - OFFICES

2.1 Principal Office. The SDRF will maintain a legal representative in the State of California. The principal office of the Corporation shall be located at such place as may from time to time be designated by the board.

2.2 Other Offices. Branch or subordinate offices may at any time be established by the board at any place or places within or outside the State of California where the Corporation is qualified to conduct its activities.

ARTICLE III - PURPOSES AND OBJECTIVES

3.1 General Purposes. The SDR Forum is a nonprofit mutual benefit Corporation organized under the California Nonprofit Mutual Benefit Corporation Law, California Corporations Code =A7=A7 7110 et seq. The purpose of the Corporation is to engage in any lawful act or activity for which a Corporation may be organized under such law.

3.2 Specific Purposes. The SDR Forum is intended to comprise an international group of equipment vendors, subsystem vendors, software developers, technology developers, communication service providers, research and engineering organizations, academic institutions, government users, regulators and other interested parties who share the common business interest of supporting the advancement of reconfigurable radio technologies. The primary purpose and objective of the SDR Forum shall be to promote the development and application of such technology. Its primary activities will be to promote national and international compatibility and interoperability, develop and/or promulgate uniform standards for such technology, coordinate with other organizations, advise regulatory agencies, conduct cooperative research, perform tests and prepare and disseminate informational materials. The SDR Forum shall make the results and benefits of its activities available on an industry-wide basis.

3.3 Compliance with Anti-competition Law.  The Corporation has made a filing under the National Cooperative Research and Production Act of 1993, as amended by the Standards Development Advancement Act of 2004. The Corporation and its members are committed to open competition in the development of products, technology and services. The Corporation shall not require its members to comply with or use any standards, technologies, systems, products, services, or suppliers or to conform with any pricing or marketing restrictions or requirements. At all directors' and members' meetings, the Corporation shall prohibit discussion about sales levels, methods or channels or distribution,  customers, prices or profitability.

3.4 Tax Exemption. The Corporation has been granted tax-exempt status as a business league within the meaning of Section 501(c)(6) of the United States Internal Revenue Code and may apply for exemption under the similar provisions of applicable state laws. The Corporation shall endeavor at all times to restrict its activities as necessary to maintain such tax-exempt status.

ARTICLE IV - MEMBERS

4.1 Classes. This Corporation shall have five (5) classes of members, designated as follows:

  1. Class A - Large Commercial Companies
  2. Class B - Medium Commercial Companies
  3. Class C - Small Commercial Companies
  4. Class D - Government and Nonprofit Organizations
  5. Class E – Academic Institutions

Any firm, partnership, Corporation, unincorporated association, academic institution, or governmental entity having an interest in furthering the purposes and objectives of the Corporation shall be eligible for membership subject to confirmation of eligibility and the payment of such dues and fees as the board may fix from time to time. Individuals shall not be eligible for membership in the Corporation. Each member organization shall designate, in a manner to be prescribed by policies and procedures adopted by the board, at least one person who shall be recognized by the Corporation as representing that member organization for purposes of participating in activities of the Corporation, including attendance at meetings of members and voting at such meetings.

4.2 Admission and Qualifications. The board shall maintain written policies and procedures for admission of new members and the qualifications, rights, preferences and privileges for each class of membership designated in Section 4.1.

4.3, Dues, Fees and Assessments. Each member organization must pay, within the time and on the conditions set by the board, the dues, fees and assessments in amounts to be fixed from time to time by the board. The board may, in its discretion, set different dues, fees and assessments for each class of membership.

4.4 Voting Members. Members shall have the right to vote, as set forth in these Bylaws, on the election of directors, on the election of certain officers, on the disposition of all or substantially all of the assets of the Corporation, on any merger and its principal terms and any amendment of those terms, and on any election to dissolve the Corporation. In addition, members shall have all rights afforded members under the California Nonprofit Mutual Benefit Corporation Law.

4.5 Good Standing. Those members who have paid the required dues, fees, and assessments in accordance with these Bylaws and who are not terminated, suspended or expelled shall be members in good standing.

4.6 Termination, Expulsion, Suspension of Membership; Other Sanctions.

4.6.1 Causes of Termination. A membership shall terminate on occurrence of any of the following events:

  1. Resignation of a member organization, on reasonable notice to the Corporation;
  2. Expiration of the period of membership, unless the membership is renewed on the renewal terms fixed by the board;
  3. Failure of a member organization to pay dues, fees or assessments under policies as defined and adopted by the board, or as recommended by their designee and adopted by the board.
  4. Occurrence of any event that renders a member organization ineligible for membership, or failure to satisfy membership qualifications;
  5. Expulsion of the member organization under Sections 4.6.2 and 4.6.3 of these Bylaws.
  6. Liquidation, winding up, dissolution, or other cessation of business of the member organization.

4.6.2 Suspension, Expulsion or Other Sanctions. A member organization may be suspended, expelled or otherwise sanctioned by the board based on the good faith determination by the board that the member organization has to a material and serious degree violated these Bylaws, duly adopted resolutions of the board or the rules of conduct of the Corporation, or has engaged in conduct materially and seriously prejudicial to the purposes and interests of the Corporation. A member organization that is suspended by the board shall not be a member during the period of suspension and shall not have any interest or participation in any of the activities of the Corporation until such time as the member organization complies with the requirements of the board for the removal of the suspension and the return to good standing.

4.6.3 Procedure for Expulsion, Suspension or Sanctions. If grounds appear to exist for expulsion, suspension or other sanction of a member organization under Section 4.6.2, the procedure set forth below shall be followed:

  1. The member organization shall be given 30 days' prior notice of the proposed expulsion, suspension or sanction and the reasons therefor. The notice shall include a concise statement of the material facts supporting the proposed action and shall disclose the identity of the person or persons making the charge. Notice shall be given by any method reasonably calculated to provide actual notice. Any notice given by mail shall be sent by first-class or registered mail to the member organization's last address as shown on the Corporation's records.
  2. The member organization shall be given an opportunity to be heard, either orally or in writing, at a date and time set forth in the notice, which date shall be at least five (5) days before the effective date of the proposed action. If the affected member organization requests an oral hearing, the member organization shall be entitled to appear in person or by telephone. The hearing shall be held, or the written statement considered, by the board to determine whether the proposed action should be taken.
  3. At or within 5 days after the hearing or consideration of the member organization's written statement, the board shall decide whether or not the member organization should be expelled, suspended or sanctioned in some other way. The decision of the board shall be final.
  4. Any action challenging an expulsion, suspension, sanction or termination of a member organization, including a claim alleging defective notice, must be commenced within one year after the effective date of such action.

4.6.4 Effect of Expulsion. A member organization that has been expelled for any reason shall forfeit all dues, fees or assessments paid during membership. A member organization that has been expelled shall not be eligible for re-admission to membership for at least one (1) year from the effective date of the expulsion, and shall not be re-admitted until all arrears in dues and/or monetary obligations to the Corporation incurred prior to the expulsion shall have been paid.

4.7 Transfer of Memberships.  No member organization may transfer a membership or any right arising therefrom to a non-related organization as defined in Section 6.2.7.

4.8 Intellectual Property Rights.

All intellectual property submitted to or owned, adopted or created by the Corporation, including without limitation, any of the same which may be represented by any standards, specifications, guidelines, policies, procedures or tests (collectively, “Intellectual Property”), shall be subject to such polices and procedures, including the Corporation's Intellectual Property Rights Policy (the “IPR Policy”), as may from time to time be adopted by the Board of Directors.  Any such rules or policies adopted by the Board of Directors shall control all rights of ownership and publication relating to such Intellectual Property, the specific license rights which Members may be entitled to therein, and the fees (if any) which the Consortium may charge Members and third parties for access to and use of such Intellectual Property.  Amendments to the IPR Policy shall not take effect until not less than sixty days have elapsed from their announcement to the members.

ARTICLE V - MEETINGS OF MEMBERS

5.1 Place; Rules of Procedure. Meetings of members shall be held at such location within or without the State of California as may be designated from time to time by resolution of the board. In the absence of such a designation, any such meeting shall be held at the Corporation's principal offices. Robert's Rules of Order shall govern the proceedings at all meetings of members.

5.2 Annual Meeting. An annual members' meeting shall be held on the 1st day of July of each year at 10:00 a.m., unless the board fixes another date or time.  The Secretary or designated alternate will notify members of the meeting as provided in Section 5.5.1. If the scheduled date for the annual meeting falls on a legal holiday, the meeting shall be held on the next full business day. At the annual meeting, the members shall elect a sufficient number of board members to replace the board members whose terms are expiring, and may transact such other business as may properly come before the meeting. Items to be covered at annual meetings of the voting members shall include at least the following: reading (unless waived by a vote of those in attendance, if such minutes have been distributed with or previous to the delivery of the notice of such meeting) and approval of minutes of previous meetings, receiving and acting upon reports of board members and officers (including a financial report), approval of an annual budget, unfinished business from prior members' meetings, if any, approval of auditors (if deemed necessary), and nomination and election of directors and officers, and such other new business as may properly come before the members. Minutes of the meeting shall be kept and archived by the Secretary of the Corporation.

5.3 General Meetings. General meetings of the members of the Corporation may be held upon call by the Chair of the board. There shall be at least one general meeting each year in addition to the annual meeting. General meetings are intended to be a vehicle to discuss the work plan of the Corporation and progress thereof, and to solicit member organization contributions. Minutes of general meetings will be kept and archived by the Secretary or designated representative.

5.4 Special Meetings

5.4.1 Persons Authorized To Call. A special meeting of the members for any lawful purposes may be called at any time by the board or the chair of the board or by the president or five percent (5%) or more of the members.

5.4.2 Calling Meetings. A special meeting called by any person (other than the board) entitled to call a meeting shall be called by written request, specifying the general nature of the business proposed to be transacted, and submitted to the chair of the board, or the president or any vice president or the secretary of the Corporation. The officer receiving the request shall cause notice to be given promptly to the members entitled to vote, in accordance with Section 5.5 of these Bylaws, stating that a meeting will be held at a specified time and date fixed by the board, provided, however, that the meeting date shall be at least 35 but no more than 90 days after the receipt of the request. If the notice is not given within 20 days after receipt of the request, the person or persons requesting the meeting may give the notice. Nothing in this Section shall be construed as limiting, fixing, or affecting the time at which a meeting of members may be held when the meeting is called by the board.

5.4.3 Proper Business of Special Meeting. No business, other than the business the general nature of which was set forth in the notice of the meeting, may be transacted at a special meeting.

5.5 Notice Requirements for Members' Meetings

5.5.1 General Notice Requirements. Whenever members are required or permitted to take any action at a meeting, written notice of the meeting shall be given, in accordance with Section 5.5.3 of these Bylaws, to each member organization entitled to vote at that meeting. The notice shall specify the place, date, and hour of the meeting and (1) for a special meeting, the general nature of the business to be transacted, and no other business may be transacted, or (2) for the annual meeting, those matters that the board, at the time notice is given, intends to present for action by the members, but except as provided in Section 5.6 of these Bylaws.

5.5.2 Notice of Certain Agenda Items. Approval by the members of any of the following proposals, other than by unanimous approval by those entitled to vote, is valid only if the notice or written waiver of notice states the general nature of the proposal or proposals:

  1. Removing a director without cause;
  2. Filling vacancies on the board;
  3. Amending the articles of incorporation;
  4. Approving a contract or transaction between the Corporation and one or more directors, or between the Corporation and any entity in which a director has a material financial interest;
  5. Electing to wind up and dissolve the Corporation; or
  6. Approving a plan of distribution of assets, other than money, not in accordance with liquidation rights of any class or classes as specified in the articles or Bylaws, when the Corporation is in the process of winding up.

5.5.3 Manner of Giving Notice. Notice of any annual, special or general meeting of the members under Sections 5.2, 5.3 or 5.4 of these Bylaws shall be in writing and shall be given at least 10 but no more than 90 days before the meeting date. The notice shall be given either personally or by first-class, registered, or certified mail, or by other means of written or electronic communication, including e-mail, charges paid by the Corporation, and shall be addressed to each member organization entitled to vote, at the address of that member organization appearing on the books of the Corporation or at the address given by the member organization to the Corporation for purposes of notice. If no address appears on the Corporation's books and no address has been so given, notice shall be deemed to have been given if (1) notice is posted on the Corporation's Internet web site if available, or (2) notice is published at least once in a newspaper of general circulation in the county in which the Corporation's principal office is located, if known.

5.5.4 Affidavit of Mailing Notice. An affidavit of the mailing of any notice of any members' meeting, or of the giving of such notice by other means, may be executed by the secretary, assistant secretary, or any transfer agent of the Corporation, and if so executed, shall be filed and maintained in the Corporation's minute book.

5.6 Quorum

5.6.1 Percentage Required. One-third (1/3) of the voting power of all members shall constitute a quorum for the transaction of business at any meeting of members.

5.6.2 Loss of Quorum. The members present at a duly called or held meeting at which a quorum is present may continue to transact business until adjournment, even if enough members have withdrawn to leave less than a quorum, if any action taken (other than adjournment) is approved by at least a majority of the members required to constitute a quorum.

5.7 Adjournment and Notice of Adjourned Meeting. Any members' meeting, whether or not a quorum is present, may be adjourned from time to time by the vote of the majority of the members represented at the meeting, either in person or by proxy. No meeting may be adjourned for more than 45 days. When a members' meeting is adjourned to another time or place, notice need not be given of the adjourned meeting if the time and place to which the meeting is adjourned are announced at the meeting at which adjournment is taken. If after adjournment a new record date is fixed for notice or voting, a notice of the adjourned meeting shall be given to each member organization who, on the record date for notice of the meeting, is entitled to vote at the meeting. At the adjourned meeting, the Corporation may transact any business that might have been transacted at the original meeting.

5.8 Voting

5.8.1 Eligibility to Vote. Subject to the provisions of the California Nonprofit Mutual Benefit Corporation Law, a member organization in good standing as of the record date determined under Section 5.11 of these Bylaws shall be entitled to vote provided that the member organization is in attendance at the start of the meeting; provided, however, that the member organization shall not be entitled to vote on any matter at any membership meeting if the member organization has failed to attend two of the five most recent previous general, special or annual membership meetings, if any, held after the date on which the member organization became a member organization of the Corporation.

5.8.2 Manner of Casting Votes. Voting may be by voice or ballot, except that any election of directors must be by ballot if demanded by any member organization at the meeting before the voting begins.

5.8.3 Number of Votes. Each member organization entitled to vote shall be entitled to cast one vote on each matter submitted to a vote of the members.

5.8.4 Approval by Majority Vote. If a quorum is present, the affirmative vote of the majority of the voting power present or represented at the meeting, entitled to vote and voting on any matter, shall be the act of the members, unless the vote of a greater number or voting by classes is required by the California Nonprofit Mutual Benefit Corporation Law, by these Bylaws or by the articles of incorporation; provided, however, that officers and directors who are elected by the members shall be elected by a plurality of the voting power of those entitled to vote and voting on the election.

5.9 Waiver of Notice or Consent

5.9.1 Written Waiver or Consent. The transactions of any members' meeting, however called or noticed and wherever held, shall be as valid as though taken at a meeting duly held after regular call and notice, if (1) a quorum is present either in person or by proxy, and (2) either before or after the meeting, each member organization entitled to vote, who is not present in person or by proxy, signs a written waiver of notice, a consent to the holding of the meeting, or an approval of the minutes. The waiver of notice, consent, or approval, need not specify either the business to be transacted or the purpose of any meeting of members, except that if action is taken or proposed to be taken for approval of any of those matters specified in Section 5.5.2 the waiver of notice, consent, or approval shall state the general nature of the proposal. All such waivers, consents, or approvals shall be filed with the corporate records or made a part of the minutes.

5.9.2 Waiver by Attendance. A member organization's attendance at a meeting shall also constitute a waiver of notice of and presence at that meeting, unless the member organization objects at the beginning of the meeting to the transaction of any business because the meeting was not lawfully called or convened. Also, attendance at a meeting is not a waiver of any right to object to the consideration of matters required to be included in the notice of the meeting but not so included, if that objection is expressly made at the meeting.

5.10 Action Without a Meeting

5.10.1 Action by Unanimous Written Consent. Any action required or permitted to be taken by the members may be taken without a meeting, if all members consent in writing to the action and the requirements of the California Nonprofit Corporation Law are otherwise met. The written consent or consents shall be filed with the minutes of the proceedings of the members. The action by written consent shall have the same force and effect as the unanimous vote of the members.

5.10.2 Action by Written Ballot. Any action required or permitted to be taken by the members may be taken without a meeting by obtaining the approval of the members by written ballot in accordance with the procedures set forth in this Section 5.10.2. Approval by written ballot shall be valid only when the number of votes timely cast by ballot (including those ballots that are marked "withhold" or otherwise indicate that authority to vote is withheld) is at least as great as the minimum voting power that would be required to constitute a quorum at a meeting, and the action is approved by ballots of members eligible to vote constituting the same or greater percentage of those eligible to vote as would have been required to authorize the action at a meeting. Each action that would separately be voted on by the members at a meeting shall be the subject of a separate written ballot. Approvals by written ballot for two or more actions may be simultaneously sought. The Corporation shall distribute one written ballot to each member organization entitled to vote on the matter. Ballots shall be mailed or delivered in the manner required by Section 5.5.3 of these Bylaws.
All solicitations of votes by written ballot shall:

  1. state the number of responses needed to meet the quorum requirement,
  2. with respect to ballots other than for election of directors, state the percentage of approvals necessary to pass the measure(s), and
  3. specify the time by which the ballot must be received in order to be counted.

Each ballot so distributed shall:

  1. set forth the proposed action(s),
  2. provide the members an opportunity to specify approval or disapproval of each proposal, and
  3. provide a reasonable time in which to return the ballot to the Corporation.

In any election of directors, a written ballot that a member organization marks "withhold" or otherwise marked in manner indicating that authority to vote is withheld, shall not be voted either for or against the election of the director. A written ballot may not be revoked. The written ballots shall be filed with the secretary of the Corporation or designated representative and maintained in the corporate records for at least three (3) years.

5.11 Record Date for Notice, Voting and Other Actions

5.11.1 Record Date Determined by Board. For purposes of determining the members entitled to notice of any meeting, entitled to vote at any meeting or entitled to exercise any rights with respect to any lawful action, the board may fix, in advance, a record date. The record date so fixed

  1. for notice of a meeting shall not be more than 90 or less than 10 days before the date of the meeting;
  2. for voting at a meeting shall not be more than 60 days before the date of the meeting; and
  3. for any other action shall not be more than 60 days before that action.

5.11.2 Record Date Not Determined by Board

5.11.2.1 Record Date for Notice of Voting. If not otherwise fixed by the board, the record date for determining members entitled (1) to receive notice of a meeting of members shall be the business day next preceding the day on which notice is given or, if notice is waived, the business day next preceding the day on which the meeting is held and (2) to vote at the meeting shall be the day on which the meeting is held.

5.11.2.2 Record Date for Other Actions. If not otherwise fixed by the board, the record date for determining members entitled to exercise any rights with respect to any other lawful action shall be the date on which the board adopts the resolution relating to that action, or the 60th day before the date of that action, whichever is later.

5.11.3 Members of Record. For purposes of this Section 5.11, a person holding a membership at the close of business on the record date shall be a member organization of record.

5.12 Proxies

5.12.1 Right of Members. Each member organization entitled to vote shall have the right to do so either in person (through its designated member representative) or by one or more agents authorized by a written proxy, signed by the member organization's designated member representative and filed with the secretary of the Corporation, provided that such agent is a member organization entitled to vote.

5.12.2 Form of Solicited Proxies. If the Corporation has 100 or more members, any form of proxy distributed to 10 or more members shall afford an opportunity on the proxy to specify a choice between approval and disapproval of each matter or group of related matters intended to be acted upon and shall provide, subject to reasonable specified conditions, that when the person solicited specifies a choice with respect to any such matter, the vote shall be cast in accordance with that specification. In any election of directors, any form of proxy that a member organization marks "withhold," or marks otherwise in a manner indicating that the authority to vote for the election of directors is withheld, shall not be voted either for or against the election of a director.

5.12.3 Requirement That General Nature of Subject of Proxy Be Stated. Any irrevocable proxy covering matters for which a vote of the members is required, including amendments to the articles of incorporation, amendments to the articles or Bylaws changing proxy rights; removal of directors without cause; filling vacancies on the board of directors; the sale, lease, exchange, conveyance, transfer, or other disposition of all or substantially all of the corporate assets unless the transaction is in the usual and regular course of the Corporation's activities; the principal terms of a merger or the amendment of a merger agreement; the election to dissolve the Corporation; contracts or transactions between the Corporation and one or more directors or between the Corporation and an entity in which the director has a material financial interest; or a plan of distribution of assets other than money to members when the Corporation is in the process of winding up, when the distribution is not in accordance with liquidation rights of any class or classes, shall not be valid unless the proxy sets forth the general nature of the matter to be voted on.

5.12.4 Revocability. A validly executed proxy that does not state that it is irrevocable shall continue in full force and effect until (a) revoked by the member organization executing it before the vote is cast under that proxy, (i) by a writing delivered to the Corporation stating that the proxy is revoked, (ii) by a subsequent proxy executed by that member organization and presented to the meeting, or (iii) as to any meeting, by the member organization's personal attendance and voting at the meeting, or (b) written notice of the death or incapacity of the maker of the proxy is received by the Corporation before the vote under the proxy is counted; provided, however, that no proxy shall be valid after the expiration of 11 months from the date of the proxy, unless otherwise provided in the proxy, except that the maximum term of a proxy shall be three years from the date of execution. The revocability of a proxy that states on its face that is irrevocable shall be governed by Section 7613 of the California Corporations Code.

5.13 Election of Directors, Officers, and Chairs of the Technology, Regulatory and Markets Committees.

5.13.1 Nominations by Committee. The chair of the board, or the Forum chair if there is no board chair, shall appoint a committee to select qualified candidates for election as directors, officers and chairs of the Technical, Regulatory or Markets Committees ("elective committee chairs") at least 60 days before the date of any election of directors, officers or committee chairs. The nominating committee is charged with developing a selection of nominees representing the broadest possible cross-section of members.  This nominating committee shall make its report at least 30 days before the date of the election, and the secretary shall forward to each member organization, with the notice of meeting required by Section 5.5 of these Bylaws, a list of all candidates nominated by committee under this Section. The board may change the time periods provided herein by resolution.

5.13.2 Nominations by Members (If Corporation Has 500 or More Members) Members representing 2 percent of the voting power may nominate candidates for directors, officers, or elective committee chairs, by a petition, signed by those members within 11 months preceding the next time directors are to be elected, and delivered to an officer of the Corporation at least 90 days before the date of the election. On timely receipt of a petition signed by the required number of members, the secretary shall cause the names of the candidates named on it to be placed on the ballot along with the names of those candidates named by the nominating committee.

5.13.3 Nominations From the Floor. If there is a meeting of members to elect directors, officers or elective committee chairs, any member organization present at the meeting in person or by proxy may place names in nomination.

5.13.4 Solicitation of Votes. The board shall formulate procedures that allow a reasonable opportunity for a nominee to communicate to members the nominee's qualifications and reasons for the nominee's candidacy, a reasonable opportunity for all nominees to solicit votes, and a reasonable opportunity for all members to choose among the nominees.

5.13.5 Use of Corporate Funds to Support Nominee. Without board authorization, no corporate funds may be expended to support a nominee for director, officer or elective committee chair after more people have been nominated for such position than can be elected.

5.13.6 Other Procedures. The board may by resolution adopt such other nomination procedures as are fair and reasonable.

ARTICLE VI - DIRECTORS

6.1 Powers.

6.1.1 General Corporate Powers. Subject to the provisions and limitations of the California Nonprofit Mutual Benefit Corporation Law and any other applicable laws, and subject to any limitations in the articles of incorporation and Bylaws regarding actions that require the approval of the members, the Corporation's activities and affairs shall be managed, and all corporate power shall be exercised, by or under the board's direction.

6.1.2 Specific Powers. Without prejudice to the general powers set forth in Section 6.1.1 of these Bylaws, but subject to the same limitations, the directors shall have the power to:

  1. Appoint and remove at the pleasure of the board all the Corporation's officers, agents, and employees; prescribe powers and duties for them that are consistent with the law, with the articles of incorporation, and with these Bylaws; and fix their compensation and require from them security for faithful performance of their duties.
  2. Change the principal office or the principal business office in California from one location to another; cause the Corporation to be qualified to conduct its activities in any other state, territory, dependency, or country; conduct its activities within or outside California; and designate any place within or outside California for holding any meeting of members.
  3. Adopt and use a corporate seal; prescribe the forms of membership certificates consistent with the provisions of Section 7313 of the California Corporations Code; and alter the forms of the seal and certificates.
  4. Borrow money and incur indebtedness on behalf of the Corporation and cause to be executed and delivered for the Corporation's purposes, in the corporate name, promissory notes, bonds, debentures, deeds of trust, mortgages, pledges, hypothecations, and other evidences of debt and securities.

6.1.3 Adoption or Recommendation of Standards. Notwithstanding any of the foregoing, the board shall not permit the Corporation to propose for public adoption any technical standard that has not first been approved by the members.

6.2 Composition of the Board

6.2.1 Number and Qualification of Directors. The board of directors shall consist of at least 5 but no more than 21 directors until changed by amendment to these Bylaws. The exact number of directors shall be fixed, within those limits, by a resolution adopted by the board of directors.

6.2.2 Additional Directors. The President, Vice President, Treasurer, Secretary, and the Chairs of the Technical, Markets and Regulatory Committees shall, by virtue of their office, be directors, and shall serve on the board so long as they hold such offices in the Corporation, unless removed from the board as otherwise set forth herein.

6.2.3 Class Directors. Each class of members shall have the right to elect one director.

6.2.4 Chair of the Board (Board Chair). The members as a whole shall have the right to elect a director who shall serve as the Chair of the Board. The chair of the board shall preside at board meetings, appoint nominating committees,  and shall exercise and perform such other powers and duties as the board may assign from time to time.

6.2.5 Regional Directors.  The members as a whole shall have the right to elect one director nominated from members located in each of the three ITU regions, as they may exist from time to time.

6.2.6 Network Operator.  The members as a whole shall have the right to elect one director who is affiliated with a service provider or network operator, as such terms are generally used in the industry.

6.2.7 Related Companies.  Notwithstanding anything to the contrary herein, only one director may represent any one entity or group of Related Companies on the board at one time.  The board shall institute voting procedures consistent with the foregoing restriction.  The term “Related Company” means any entity which controls or is controlled by a member organization or which, together with a member organization, is under the common control of a third party, in each case where such control results from ownership, either directly or indirectly, of more than 50% of the voting securities of the entity in question.  For purposes of this Section 6.2.7 only, a "representative" of an entity or a group of Related Companies is an employee, officer or director , or full time contractor of such entity or of an entity that is a part of such group of Related Companies, respectively.

6.3 Election and Term of Office. All directors shall be elected at each annual meeting of members and shall hold office until the next annual meeting after such director is elected; however, if any such directors are not elected at any annual meeting, they may be elected at any special members' meeting held for that purpose or by written ballot. Each such director, including a director elected to fill a vacancy or elected at a special members' meeting or by written ballot, shall hold office until expiration of the term for which elected and until a successor has been elected and qualified. Subject to the following, and except for the initial officers and directors appointed by the Incorporator pending election of officers and directors at the initial annual meeting, no person may hold more than one position on the board at any one time, and the board shall institute voting procedures consistent with this restriction. In the event no candidate is nominated for a director position, other than director described in Section 6.2.3, 6.2.5 or 6.2.6, the board may appoint any person, including an existing officer or director, to fill that position until the next annual meeting.

6.4 Vacancies on the Board.

6.4.1 Events Causing Vacancy. A vacancy or vacancies on the board shall exist on the occurrence of the following:

  1. the death or resignation of any director,
  2. the declaration by resolution of the board of a vacancy in the office of a director who has been declared of unsound mind by an order of court or convicted of a felony, or, if the Corporation holds assets in charitable trust, has been found by a final order or judgment of any court to have breached a duty arising under Section 7238 of the California Corporations Code;
  3. the vote of the member organizations to remove any director(s); provided that any director elected by the vote of the members of a class or members within an organizational unit or geographic grouping, voting as such, rather than by the members of the Corporation, may be removed only by the vote of that class, unit, or grouping;
  4. the increase of the authorized number of directors;
  5. the failure of the members, at any meeting of members at which any director or directors are to be elected, to elect the number of directors required to be elected at that meeting;
  6. removal for nonattendance as provided in Section 6.12 of these Bylaws; or
  7. declaration of vacancy by a majority of the qualified directors in the case of any director who fails or ceases to be qualified as described in Section 6.2.7.

6.4.2 Resignations. Except as provided below, any director may resign by giving written notice to the chair of the board, if any, or to the president or the secretary of the board. The resignation shall be effective when the notice is given unless it specifies a later time for the resignation to become effective. If a director's resignation is effective at a later time, the board may elect a successor to take office when the resignation becomes effective.

6.4.3 Filling Vacancies. Except for vacancies created by removal of a director by the members, vacancies on the board may be filled by a vote of the majority of the directors then in office, whether or not less than a quorum, or by a sole remaining director. The members may fill any vacancy or vacancies not filled by the directors.

6.4.4 No Removal by Reduction of Number of Directors. No reduction of the authorized number of directors shall have the effect of removing any director before that director's term of office expires.

6.5 Directors' Meetings

6.5.1 Places of Meetings. Meetings of the board shall be held at any place within or outside California that has been designated by resolution of the board or in the notice of the meeting or, if not so designated, at the principal office of the Corporation.

6.5.2 Meetings by Telephone. Any meeting may be held by conference telephone or similar communication equipment, as long as all directors participating in the meeting can hear one another. All such directors shall be deemed to be present in person at such a meeting.

6.5.3 Annual Meeting. Immediately after each annual meeting of members, the board shall hold a regular meeting for purposes of organization, election of those officers who are not elected by the members, and the transaction of other business. Notice of this meeting is not required.

6.5.4 Other Regular Meetings. Other regular meetings of the board may be held without notice at such time and place as the board may fix from time to time, if the time and place of such meeting is announced at the previous meeting, and notice thereof is provided to any board member organization who was not present at the previous meeting.

6.5.5 Special Meetings.

6.5.5.1 Authority to Call. Special meetings of the board for any purpose may be called at any time by the chair of the board or the president or by directors constituting one-third (1/3) of the board.

6.5.5.2 Notice.

  1. Manner of Giving Notice. Notice of the time and place of special meetings shall be given to each director by one of the following methods:
    1. by personal delivery or written notice;
    2. by first-class mail, postage prepaid;
    3. by telephone, either directly to the director or to a person at the director's office who would reasonably be expected to communicate that notice promptly to the director; or
    4. by e-mail to the e-mail address provided to the Corporation by the director for such purposes. All such notices shall be given or sent to the director's address or telephone number as shown on the records of the Corporation.
  2. Time Requirements. Notices sent by first-class mail shall be deposited in the United States mails at least ten (10) days before the time set for the meeting. Notices given by personal delivery, telephone, or e-mail shall be delivered, telephoned, or e-mailed at least 48 hours before the time set for the meeting.
  3. Notice Contents. The notice shall state the time of the meeting, and the place if the place is other than the principal office of the Corporation. It need not specify the purpose of the meeting.

6.6 Quorum. A majority of the authorized number of directors shall constitute a quorum for the transaction of business, except to adjourn. Every action taken or decision made by a majority of the directors present at a duly held meeting at which a quorum is present shall be the act of the board, subject to the more stringent provisions of the California Nonprofit Mutual Benefit Corporation Law, including, without limitation, those provisions relating to (a) approval of contracts or transactions between the Corporation and one or more directors or between the Corporation and any entity in which a director has a material financial interest (b) creation of and appointments to committees of the board, and (c) indemnification of directors. A meeting at which a quorum is initially present may continue to transact business, despite the withdrawal of directors, if any action taken or decision made is approved by at least a majority of the required quorum for that meeting.

6.7 Waiver of Notice. Notice of a meeting need not be given to any director who, either before or after the meeting, signs a waiver of notice, a written consent to the holding of the meeting, or an approval of the minutes of the meeting. The waiver of notice or consent need not specify the purpose of the meeting. All such waivers, consents, and approvals shall be filed with the corporate records or made a part of the minutes of the meetings. Notice of a meeting need not be given to any director who attends the meeting and does not protest, before or at the commencement of the meeting, the lack of notice to him or her.

6.8 Adjournment. A majority of the directors present, whether or not a quorum is present, may adjourn any meeting to another time and place.

6.9 Notice of Adjourned Meeting. Notice of the time and place of holding an adjourned meeting need not be given unless the original meeting is adjourned for more than 24 hours. If the original meeting is adjourned for more than 24 hours, notice of any adjournment to another time and place shall be given, before the time of the adjourned meeting, to the directors who were not present at the time of the adjournment.

6.10 Action Without A Meeting. Any action that the board is required or permitted to take may be taken without a meeting if all members of the board consent in writing to that action. Such action by written consent shall have the same force and effect as any other validly approved action of the board. All such consents shall be filed with the minutes of the proceedings of the board.

6.11 Compensation and Reimbursement.

6.11.1 Authorization by Board. Directors shall not be compensated for their services, but may receive such reimbursement of expenses as may be determined by board resolution to be just and reasonable as to the Corporation at the time the resolution is adopted.

6.11.2 Unreimbursed Expenses. Expenses incurred by directors on behalf of the Corporation will be reimbursed to the directors in accordance with the Corporation's policies, as adopted and announced by the board or the executive committee of the board. It is anticipated, however, that each director will incur expenses on behalf of the Corporation which will be borne by the director and not reimbursed by the Corporation. For example, but without limitation, such expenses might include the use of personal facilities or items for corporate business purposes. The fact that such expenses are not reimbursed by the Corporation is not an indication that the Corporation has determined that the expenses were not incurred on its behalf.

6.12 Removal of Directors for Nonattendance. If a director fails to attend three of four consecutive board meetings, or four of six consecutive board meetings, the board may, by a majority vote of the remaining directors, remove such director. If the removed director is the President or Chair of the Technical, Markets, or Regulatory Committees, the board shall fill the vacancy as follows, unless the board adopts a resolution stating why such a choice is not desirable and selects another qualified individual to fill the vacancy:

  1. Removed director - Replacement
  2. President - Vice President
  3. Chair of a committee - Vice Chair of that committee

ARTICLE VII - OFFICERS

7.1 Officers of the Corporation. The officers of the Corporation shall be a president, a vice president, a treasurer, a secretary,  a chair of the Technical Committee, a chair of the Regulatory Committee and a chair of the Markets Committee.  The Chief Executive Officer, and such other positions as may be designated by the board, shall also be officers of the Corporation.  Subject to the following, no person may hold more than one of the foregoing offices at any one time, and the board shall institute voting procedures consistent with this restriction. In the event no candidate is nominated for one of the foregoing offices, the board may appoint any person, including an existing officer or director, to fill that position until the next annual meeting. The Corporation may also have, at the option of the board, one or more assistant secretaries, one or more assistant treasurers, and such other officers as may be appointed in accordance with Section 7.3 of these Bylaws. The following officers shall also be known by the following respective titles:

  1. President - Forum Chair, or General Chair
  2. Vice President - Forum Vice-Chair
  3. Treasurer - Chief Financial Officer

Each such director, including a director elected to fill a vacancy or elected at a special members' meeting or by written ballot, shall hold office until expiration of the term for which elected and until a successor has been elected and qualified.

7.2 Election and Appointment of Officers. Officers who are members of the board pursuant to Section 6.2.2 of these Bylaws shall be elected in the manner described in these Bylaws for the election of directors. Such officers shall be elected at each annual meeting of members and shall hold office until the next annual meeting after such officer is elected; however, if any such directors are not elected at any annual meeting, they may be elected at any special members' meeting held for that purpose or by written ballot. Other officers, if any, shall be elected or appointed as provided by resolution of the board.

7.3 Other Officers. The board may appoint and may authorize the chair of the board, the president, or other officer to appoint any other officers that the Corporation may require. Each office so appointed shall have the title, hold office for the period, have the authority, and perform the duties specified in the Bylaws or determined by the board.

7.4 Removal of Officers. Without prejudice to any rights of an officer under any contract of employment, an officer not elected by the members may be removed with or without cause by the board, and also, if the officer was not chosen by the board, by any officer on whom the board may confer that power of removal. Removal of officers elected by the members shall be accomplished in the same manner and for the same cause as for removal of a director.

7.5 Resignation of Officers. Any officer may resign at any time by giving written notice to the Corporation. The resignation shall take effect as of the date the notice is received or at any later time specified in the notice and, unless otherwise specified in the notice, the resignation need not be accepted to be effective. Any resignation shall be without prejudice to the rights, if any, of the Corporation under any contract to which the officer is a party.

7.6 Vacancies in Office. A vacancy in any office because of death, removal, disqualification, or any other cause shall be filled in the manner prescribed in these Bylaws for regular appointments to that office, provided, however, that vacancies need not be filled on an annual basis.

7.7 Responsibilities of Officers.  The following sections describe the duties and responsibilities of specified officers.

7.7.2 President (Forum Chair) Subject to such supervisory powers as the board may give to the chair of the board and the Chief Executive Officer, and subject to the control of the board, the president shall supervise, direct, and control the Corporation's officers, other than the Chief Executive Officer. The president shall, by virtue of his/her office, be a member of the board. The president shall preside at all members' meetings and, in the absence of the chair of the board at all board meetings. The president shall have such other powers and duties as the board or Bylaws may prescribe. The president shall coordinate activity progress report summaries for the members, coordinate activities of the committees, represent the Corporation in such other industry groups as the board deems appropriate and to the industry and the public, and see that all resolutions of the board are carried out.

7.7.3 Vice President (Vice Chair). In the absence of the president, the vice president shall perform all duties of the president. When so acting, a vice president shall have all powers of and be subject to all restrictions on the president. The vice president shall have such other powers and perform such other duties as the board or the Bylaws may prescribe. The vice president shall, by virtue of his/her office, be a member of the board.

7.7.4 Secretary.

  1. Board Member. The secretary shall, by virtue of his/her office, be a member of the board.
  2. Book of Minutes. The secretary shall keep or cause to be kept, at the Corporation's principal office or such other place as the board may direct, a book of minutes of all meetings, proceedings, and actions of the board, of committees of the board, and of members' meetings. The minutes of meetings shall include the time and place of holding, whether the meeting was annual, regular, or special and, if special, how authorized, the notice given, the names of those present at board and committee meetings, and the number of members present or represented at members' meetings.
  3. The secretary shall keep or cause to be kept a copy of the articles of incorporation and Bylaws, as amended to date.
  4. Membership Records. The secretary shall keep or cause to be kept, at the Corporation's principal office or at a place determined by board resolution, a record of the Corporation's members, showing each member organization's name, member representative, address, and class of membership.
  5. Notices, Seal, and Other Duties. The secretary shall give, or cause to be given, notice of all meetings of members, of the board, and of committees of the board required by these Bylaws to be given. The secretary shall keep the corporate seal in safe custody and shall have such other powers and perform such other duties as the board or the Bylaws may prescribe.

7.7.5 Treasurer (Chief Financial Officer).

  1. Board Member. The treasurer shall, by virtue of his/her office, be a member of the board.
  2. Books Account. The treasurer shall keep and maintain, or cause to be kept and maintained, adequate and correct books and accounts of the Corporation's properties and transactions. The treasurer shall send or cause to be given to the members and directors such financial statements and reports as are required by law, by these Bylaws, or by the board to be given. The books of account shall be open to inspection by any director at all reasonable times.
  3. Deposit and Disbursement of Money and Valuables. The treasurer shall deposit, or cause to be deposited, all money and other valuables in the name and to the credit of the Corporation with such depositories as the board may designate, shall disburse the Corporation's funds as the board may order, shall render to the president, chair of the board and the board, when requested, an account of all transactions as chief financial officer and of the financial condition of the Corporation, and shall have such other powers and perform such other duties as the board or the Bylaws may prescribe.
  4. Bond. If required by the board, the treasurer shall give the Corporation a bond in the amount and with the surety or sureties specified by the board for faithful performance of the duties of the office and for restoration to the Corporation of all its books, papers, vouchers, money, and other property of every kind in the possession or under the control of the treasurer.

7.7.6  Chief Executive Officer. 
The Corporation may retain a CEO as a paid employee of the corporation. Subject to such supervisory powers as the board may give to the chair of the board and subject to the control of the board, the Chief Executive Officer shall be the general manager of the Corporation and shall supervise, direct, and control the Corporation's activities, affairs, and other retained staff. The CEO drives the development of the Forum’s strategic plan and supports the Forum’s other officers in executing on that plan. The CEO proactively identifies opportunities, solves the Forum’s critical problems, and makes an effort to anticipate future needs of the membership.  The CEO assures that the organization and its mission, programs, products and services are consistently presented in strong, positive image to relevant stakeholders, in particular to the Forum’s membership.  The CEO, with the Treasurer, oversees the organization’s finances, ensuring the Forum's member’s needs are met to the maximum extent possible while maintaining financial stability as a not-for-profit organization. The CEO shall have such other powers and duties as the board or Bylaws may prescribe.
Should the position of the CEO be vacant, the roles and responsibilities of the CEO shall fall to the President. 

7.7.7  Chairs of the Technical, Markets, and Regulatory Committees. The chairs of the Technical, Markets, and Regulatory Committees shall each direct and manage the activities of their respective committee. By virtue of their positions as committee chairs, they shall be members of the board, shall report the activities of the committee to the board and shall see that the directives of the board for their respective committees are carried out. They shall preside at meetings of the committee members and shall prepare such reports as are reasonable or requested by the board for dissemination of information regarding the activities of their respective committee to the members or to the public.

7.8 Counter-Signature. Except as provided elsewhere in these Bylaws, all documents which purport to bind the Corporation  shall be signed by the CEO, his or her designee, or any two other officers. The Treasurer, under specific authorization of the board, is authorized to approve disbursements up to the amount of $10,000 per occurrence without the approval of any other officer. Expenditures over $10,000 shall require the written approval of any two officers of the Corporation.

ARTICLE VIII - COMMITTEES

8.1 Executive Committee. The Board, by a majority vote of directors then in office, may designate two (2) or more of its members (who may also be serving as officers of the Corporation) to constitute an Executive Committee and delegate to such Committee any of the powers and authority of the Board in the management of the business and affairs of the Corporation, except with respect to:

  1. The filling of vacancies on the Board or on any committee which has the authority of the Board;
  2. The fixing of compensation of the directors for serving on the Board or on any committee (if the dividends are allowed compensation under these Bylaws);
  3. The amendment or repeal of Bylaws or the adoption of new Bylaws;
  4. The amendment or repeal or any resolution of the Board which by its express terms is not so amendable or repealable;
  5. The appointment of committees of the Board or the members thereof;
  6. The expenditure of corporate funds to support a nominee for director after there are more people nominated for director than can be elected; and
  7. With respect to any assets held in charitable trust, the approval of any transaction to which the Corporation is a party and in which one or more of the directors has a material financial interest, except as provided in Section 5233(d)(3) of the California Nonprofit Public Benefit Corporation Law.

Notwithstanding the foregoing, the Executive Committee may not take any final action on any matter that, under the California Nonprofit Mutual Benefit Corporation Law or these Bylaws, also requires approval of the members or approval of a majority of all members.
By a majority vote of its members then in office, the Board may at any time revoke or modify any or all of the authority so delegated to the Executive Committee, increase or decrease but not below two (2) the number of its members, and fill vacancies therein from the members of the Board. The Committee shall keep regular minutes of its proceedings, cause them to be filed with the corporate records, and report the same to the Board from time to time as the Board my require.

8.2 Executive Compensation and Contract Performance Committee (ECCP).  The Corporation shall have an ECCP Committee of at least three directors.  Membership on the committee shall be appointed by the Board Chair.  The committee shall be responsible for performing periodic reviews of the CEO, and make recommendations on compensation, performance bonuses,  benefits, remedial action plans, terms of employment, and termination to the Board.  The CEO shall have a reasonable opportunity to review and prepare a response to the Committee’s findings before they are presented to the Board. 
The ECCP will also perform reviews on such employees or contractors as may be designated by the Board.  The ECCP will report to the Board no less than twice annually.

8.3 Technical, Markets and Regulatory Committees. The Technical, Markets and Regulatory Committees are formed by the board to accomplish the work of the Corporation. The board shall provide each such committee with a written charter stating clearly the purpose and objective of the committee. The principal goal of the Technical Committee shall be to produce Technical Documents; the primary goal of the Markets Committee shall be to assess the potential markets for reconfigurable radio technology and component elements and promote their use and acceptance; and the primary goal of the Regulatory Committee shall be addressing regulatory and public policy issues on behalf of the Corporation. Participation in the working sessions of these committees shall be open to all members. Voting rights in such committees will be limited to those members who meet the criteria for such rights as established by the board.  Each such committee shall have such name as the board shall determine from time to time.

8.4 Project Approval Committee (PAC).  The Corporation will establish a project governance process that is facilitated through a Project Approval Committee, members of which will be designated by the Board. As is implied by its name, the primary purpose of the project approval committee is to approve projects. Projects will be evaluated by this committee against established decision criteria to ensure that they have a clearly defined objective, clearly defined requirements, and they support of a clearly defined set of customers. The officers of the Corporation in conjunction with the vice chairs of each committee, sitting as the PAC, shall work to set processes, voting rights, selection criteria, submittal process, appeals process, and meeting schedule.

8.5 Other Committees. The Corporation shall have such other committees as may from time to time be designated by resolution of the Board. Such other committees may consist of persons who are not also members of the Board. These additional committees shall act in an advisory capacity only to the Board and shall be clearly titled as "advisory" committees.

8.6 Meetings and Action of Committees. Meetings and action of committees shall be governed by, noticed, held and taken in accordance with the provisions of these Bylaws concerning meetings of the board, with such changes in the context of such Bylaw provisions as are necessary to substitute the committee and its members for the Board and its members, except that the time for regular meetings of committees may be fixed by resolution of the board or the committee. The Board may also adopt rules and regulations pertaining to the conduct of meetings of committees to the extent that such rules and regulations are not inconsistent with the provisions of these Bylaws.

8.7 The chairs of the Technical, Markets, and Regulatory Committees may appoint vice chairs  who may take minutes of committee meetings, keep a roll of participating attendees, assure that participants are members, conduct meetings in the absence of the chair, disseminate minutes and reports, and assist the chair in the operation of the committee.

8.8 Documentation Approval. The board shall define a policy for creating and approving documents of the Technical, Markets and Regulatory Committees and procedures for tracking and approving documents from initiation through a formal approval process.

ARTICLE IX - INDEMNIFICATION AND INSURANCE

9.1 Right of Indemnity. To the fullest extent permitted by law, this Corporation shall indemnify its directors, officers, employees, and other persons described in Section 7237 of the California Corporations Code, including persons formerly occupying any such position, against all expenses, judgments, fines, settlements, and other amounts actually and reasonably incurred by them in connection with any "proceeding," as that term is used in that Section, and including an action by or in the right of the Corporation, by reason of the fact that the person is or was a person described in that Section. "Expenses," as used in this Bylaw, shall have the same meaning as in Section 7237 of the California Corporations Code.

9.2 Approval of Indemnity. On written request to the board by any person seeking indemnification under Section 7237(b) or Section 7237(c) of the California Corporations Code, the board shall promptly determine under Section 7237(e) of the California Corporations Code whether the applicable standard of conduct set forth in Section 7237(b) or Section 7237(c) has been met and, if so, the board shall authorize indemnification. If the board cannot authorize indemnification because the number of directors who are parties to the proceeding with respect to which indemnification is sought prevents the formation of a quorum of directors who are not parties to that proceeding, the board shall determine under Section 7237(e) whether the applicable standard of conduct set forth in Section 7237(b) or Section 7237(c) has been met and, if so, the members present at the meeting in person or by proxy shall authorize indemnification.

9.3 Advancement of Expenses. To the fullest extent permitted by law and except as otherwise determined by the board in a specific instance, expenses incurred by a person seeking indemnification under Sections 9.1 and 9.2 of these Bylaws in defending any proceeding covered by those Sections shall be advanced by the Corporation before final disposition of the proceeding, on receipt by the Corporation of an undertaking by or on behalf of that person that the advance will be repaid unless it is ultimately determined that the person is entitled to be indemnified by the Corporation for those expenses.

9.4 Insurance. The Corporation shall have the right to purchase and maintain insurance to the full extent permitted by law on behalf of its officers, directors, employees, and other agents, against any liability asserted against or incurred by any officer, director, employee, or agent in such capacity or arising out of the officer's, director's, employee's, or agent's status as such.

ARTICLE X - EXECUTION OF INSTRUMENTS, DEPOSITS AND FUNDS

10.1 Execution of Instruments. The Board, except as otherwise provided in these Bylaws, may by resolution authorize any officer or agent of the Corporation to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Corporation, and such authority may be general or confined to specific instances. Unless so authorized, no officer, agent, or employee shall have any power or authority to bind the Corporation by any contract or engagement or to pledge its credit to or render it liable monetarily for any purpose or in any amount.

10.2 Checks and Notes. Except as otherwise specifically determined by resolution of the Board, or as otherwise required in these Bylaws or other applicable law, checks, drafts, promissory notes, orders for the payment of money, and other evidence of indebtedness of the Corporation shall be signed by the Treasurer or the CEO of the Corporation, or other signatory as designated by the Board.

10.3 Deposits. All funds of the Corporation shall be deposited from time to time to the credit of the Corporation in such banks, trust companies, or other depositories as the Board may select.

10.4, Investments. The Board shall designate at least two officers of the Corporation to be authorized to sell, assign, and endorse for transfer certificates representing stocks, bonds, or other securities now registered, or hereafter registered, in the name of the Corportation.  All transactions must be approved by at least two such officers, and the proceeds of sales must be placed in Corporation accounts.  Investment of Corporation funds shall be restricted to securities of a quality level prescribed by the Board.

ARTICLE XI - CORPORATE RECORDS AND REPORTS

11.1 Membership Records. The Corporation shall keep:

  1. Adequate and correct books and records of account:
  2. Written minutes of the proceedings of its members, board, and committees of the board; and
  3. A record of each member organization's name, address, and class of membership.

11.2 Members' Inspection Rights.

11.2.1 Membership Records. Subject to Division 2, Part 3, Chapter 13, Article 3 (commencing at Section 8330) of the California Corporations Code and unless the Corporation provides a reasonable alternative as provided below, any member organization may do either or both of the following for a purpose reasonably related to the member organization's interest as a member organization:

  1. Inspect and copy the records of members' names, addresses, and voting rights during usual business hours on five days' prior written demand on the Corporation, which demand must state the purpose for which the inspection rights are requested; or
  2. Obtain from the secretary of the Corporation, on written demand and tender of a reasonable charge, a list of names, addresses, and voting rights of members who are entitled to vote for the election of directors as of the most recent record date for which that list has been compiled, or as of the date, after the date of demand, specified by the member organization. The demand shall state the purpose for which the list is requested. The secretary shall make this list available to the member organization on or before the later of ten days after (i) the demand is received or (ii) the date specified in the demand as the date as of which the list is to be complied.

The Corporation may, within ten business days after receiving a demand under this Section, make a written offer of an alternative method of reasonable and timely achievement of the proper purpose specified in the demand without providing access to or a copy of the membership list. Any rejection of this offer must be in writing and must state the reasons that the proposed alternative does not meet the proper purpose of the demand.
If the Corporation reasonably believes that the information will be used for a purpose other than the one reasonably related to a person's interest as a member organization, or if it provides a reasonable alternative under this Section, it may deny the member organization access to the membership list.

Any inspection and copying under this Section may be made in person or by the member organization's agent or attorney. The right of inspection includes the right to copy and make extracts. Any right of inspection extends to the records of any subsidiary of the Corporation.

11.2.2 Accounting Records and Minutes. On written demand on the Corporation, any member organization may inspect, copy, and make extracts of the accounting books and records and the minutes of the proceedings of the members, the board, and committees of the board at any reasonable time for a purpose reasonably related to the member organization's interest as a member organization. Any such inspection and copying may be made in person or by the member organization's agent or attorney. Any right of inspection extends to the records of any subsidiary of the Corporation.

11.3 Maintenance and Inspection of Articles and Bylaws. The Corporation shall keep at its principal office, or if its principal office is not in California, at its principal business office in this state, the original or a copy of the articles of incorporation and Bylaws, as amended to date, which shall be open to inspection by the members at all reasonable times during office hours. If the principal office of the Corporation is outside California and the Corporation has no principal business office in this state, the secretary shall, on the written request of any member organization, furnish to that member organization a copy of the articles of incorporation and Bylaws as amended to date.

11.4 Inspection by Directors. Every director shall have the absolute right at any reasonable time to inspect the Corporation's books, records, documents of every kind, physical properties, and the records of each of its subsidiaries. The inspection may be made in person or by the director's agent or attorney. The right of inspection includes the right to copy and make extracts of documents.

11.5 Annual Report.

  1. An annual report shall be prepared within a reasonable period of time after the end of the Corporation's fiscal year and following the completion of the annual audit. That report shall contain the following information in appropriate detail:
    1. A balance sheet as of the end of the fiscal year, and an audited  income statement and statement of changes in financial position for the fiscal year, accompanied by any report on them by independent accounts, or, if there is no such report, by the certificate of an authorized officer of the Corporation that they were prepared without audit from the books and records of the Corporation.
    2. A statement that is required by Section 11.6.
  2. The Corporation shall notify each member organization annually of the member organization's right to receive a financial report under this Section. Except as provided in subsection (3) of this bylaw, on written request by a member organization, the board shall promptly cause the most recent annual report to be sent to the requesting member organization.
  3. This Section shall not apply if the Corporation receives less than $10,000 in gross revenues or receipts during the fiscal year.

11.6 Annual Statement of Certain Transactions and Indemnification. As part of the annual report to all members, or as a separate document if no annual report is issued, the Corporation shall annually prepare and mail or deliver to its members and furnish to its directors a statement of any transaction or indemnification of the following kinds:

  1. Unless approved by members under Section 7233(a) of the California Corporations Code, any transaction
    1. to which the Corporation, its parent or its subsidiary was a party,
    2. which involved more than $50,000 or was one of a number of such transactions with the same person involving, in the aggregate, more than $50,000, and
    3. in which either of the following interested persons had a direct or indirect material financial interest (a mere common directorship is not a material financial interest):
      1. Any director or officer of the Corporation, or its subsidiary;
      2. Any holder of more than 10 percent of the voting power of the Corporation, its parent, or its subsidiary.
  2. The statement shall include a brief description of the transaction, the names of interested persons involved, their relationship to the Corporation, the nature of their interest in the transaction, and, when practicable, the amount of that interest, provided that, in the case of a partnership in which such person is a partner, only the interest of the partnership need be stated.
  3. A brief description of the amounts and circumstances of any loans, guaranties, indemnifications, or advances aggregating more than $10,000 paid during the fiscal year to any officer or director of the Corporation under Section 9.1 - 9.3 of these Bylaws, unless the loan, guaranty, indemnification, or advance has already been approved by the members under Section 5034 of the California Corporations Code, or the loan or guaranty is not subject to the provisions of subdivision (a) of Section 7235(a) of that Code.

11.7 Construction and Definitions. Unless the context requires otherwise, the general provisions, rules of construction, and definitions in the California Nonprofit Corporation Law shall govern the construction of these Bylaws. Without limiting the generality of the preceding sentence, the masculine gender includes the feminine and neuter, the singular includes the plural and the plural includes the singular, and the term "person" includes both a legal entity and a natural person.

ARTICLE XII - FISCAL YEAR

12.1 The fiscal year of the Corporation shall be the calendar year unless otherwise modified by a resolution of the Board of Directors.

ARTICLE XIII - PROHIBITION AGAINST SHARING PROFITS

13.1 No member organization, director, officer, employee, or other person connected with the Corporation, or any private individual, shall receive at any time any of the net earnings or pecuniary profit from the operations of the Corporation, provided, however, that this provision shall not prevent payment to any such person of reasonable compensation for services performed for the Corporation in effecting any of its authorized purposes, provided that such compensation is otherwise permitted by these Bylaws and is fixed by resolution of the board; and no such person or persons shall be entitled to share in the distribution of, and shall not receive, any of the corporate assets on dissolution of the Corporation.

ARTICLE XIV - NO WARRANTY

14.1 Members and the Corporation make no express or implied warranty as to any matter whatsoever, including the conditions of the research or any invention or product, whether tangible or intangible, made or developed by the Corporation or in the course of its activities, or the ownership, merchantability, or fitness for a particular purpose, of any research, invention, product, or submission. This provision shall survive resignation, expulsion, or cessation of business of any member organization or dissolution of the Corporation.

ARTICLE XV - AMENDMENTS

15.1 Amendment by Board

15.1.1 Membership Rights Limitation. Subject to the rights of members under Section 15.2 of these Bylaws, the board may adopt, amend, or repeal Bylaws unless the action would:

  1. Materially and adversely affect the members' rights as to voting, dissolution, redemption, or transfer;
  2. Increase or decrease the number of members authorized in total or for any class;
  3. Effect an exchange, reclassification, or cancellation of all or part of the memberships; or
  4. Authorize a new class of membership.
  5. Fix or change the minimum or maximum number of directors; or
  6. Change from a fixed number of directors to a variable number of directors or vice versa.
  7. Increase or extend the terms of directors;
  8. Allow any director to hold office by designation or selection rather than by election by a member organization or members;
  9. Increase the quorum for members' meetings;
  10. Repeal, restrict, create, expand, or otherwise change proxy rights; or
  11. Authorize cumulative voting, or repeal or amend a provision authorizing cumulative voting.

15.1.2 High Vote Requirement. If any provision of these Bylaws requires the vote of a larger proportion of the board than otherwise required by law, such provision may not be altered, amended, or repealed except by that greater vote.

15.2 Amendment by Members. New Bylaws may be adopted or these Bylaws may be amended or repealed by approval by two thirds of the voting power of the members eligible to vote and voting , provided, however, that any such adoption, amendment or repeal also requires approval by two-thirds of the voting power of class members eligible to vote and voting if that action would:

  1. Materially and adversely affect the rights, privileges, preferences, restrictions, or conditions of that class as to voting, dissolution, redemption, or transfer in a manner different than the action affects another class;
  2. Materially and adversely affect that class as to voting, dissolution, redemption, or transfer by changing the rights, privileges, preferences, restrictions, or conditions of another class;
  3. Authorize a new class of memberships.

Any provision of these Bylaws that requires the vote of a larger proportion of the members than otherwise is required by law may not be altered, amended, or repealed except by vote of that greater number. No amendment may extend a director's term beyond that for which the director was elected.

ARTICLE XVI - PRODUCT ENDORSEMENT

16.1 No member organization shall directly or indirectly state or imply that any product or service is endorsed or recommended by the SDR Forum without written approval from the board. Notwithstanding the foregoing, the board may from time to time establish rules and regulations to permit members to use the name and the “members’ logo” of the SDR Forum on letterheads, business cards, or publications.

Last updated 29 September 2008


   
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