Bylaws proofed and accurate 9/14/94 by Dean Anderson ARTICLE I: NAME This corporation shall be called the LEAGUE FOR PROGRAMMING FREEDOM, INC., a nonprofit professional association incorporated under Chapter 180 of the Massachusetts General Laws (the "League"). ARTICLE II: PURPOSES Section 2.1 Purposes The purposes of the League shall be the furtherance of charitable, educational and scientific purposes which qualify as exempt under Section 501(c) of the Internal Revenue Code of 1954, and to engage in activities to: 1. To determine the existence of, and warn the public about, restrictions and monopolies on classes of computer programs where such monopolies prevent or restrict the right to develop certain types of computer programs. 2. To develop countermeasures and initiatives, in the public interest, effective to block or otherwise prevent or restrain such monopolistic activities including education, publications, public assembly, legislative testimony, research, and intervention in court proceedings involving public interest issues (as a friend of the court). 3. To engage in any other activity for the promotion of the social welfare and in service of and related to the foregoing paragraphs that lawfully may be carried on by a corporation organized under Chapter 180 of the Massachusetts General Laws and exempt from taxation under IRS code sec 501(c)(4). ARTICLE III: MEMBERSHIP CLASSES Section 3.1 Membership There shall be the following classes of membership in the League: Individual and Institutional. Section 3.2 Individual Membership Any consenting individual shall be eligible for Individual Membership. Section 3.3 Institutional Membership Any consenting corporation, association or other group shall be eligible for Institutional Membership. Section 3.4 Admission Admission to membership shall be accomplished by recommendation in writing by two or more active members of the League and election by the Membership Committee within one year thereafter. Section 3.5 Resignation Those choosing to resign from membership of the League may do so by written notice to the Clerk. Section 3.6 Termination Any member shall be dropped from membership if the member: A. Becomes two consecutive years delinquent in dues; or B. Engages in activities directly opposed to express lobbying position purposes of the League. ARTICLE IV: DUES Dues for all classes of membership shall be established from time to time by the Board of Directors. ARTICLE V: MEETINGS OF THE ASSOCIATION Section 5.1 Annual Meeting The annual meeting of the League shall be held each year at such time and place as may be designated by the Board of Directors, to elect officers and directors of the League, and to transact such other businesses as may come before it. Section 5.2 Special Meetings Special meeting of the League may be called by the Board of Directors or President at any time; or upon written request of at least one third of the members of the League. Section 5.3 Quorum One quarter of the individual members of the League present either in person or by proxy shall constitute a quorum at the annual or any special meeting of the League. If a quorum is not present at the annual meeting, a lesser number may adjourn the meeting from time to time, and the adjourned meeting may be held without further notice. Proxies for meetings of members, including ballots for any scheduled elections of officers and/or directors, shall be sent to the membership with the notices of such meetings. Section 5.4 Notice Notices of meetings shall be provided through the League Newsletter (if one is in print at the time) or by direct mail to the membership, or by both, at least sixty (60) days prior to the agreed date. Section 5.5 Order of Business At each meeting of the League the order of business shall be as follows: First. Reading the records of the preceding meeting. Second. Report of the Board of Directors. Third. Reports of the Standing Committees. Fourth. Reports of the Treasurer. Fifth. Elections. Sixth. Miscellaneous. This order of business may be changed by vote of a majority of the members present with the acquiescence of the presiding officer. Section 5.6 Voting Individual members only shall have voting rights at meetings and proceedings of the League. Institutional members shall have no such voting rights. Section 5.7 Rules of Order The meetings and proceedings of the League shall be regulated and controlled according to ROBERTS RULES OF ORDER (newly revised) for parliamentary procedure, except as may be otherwise provided by these By-Laws. Section 5.8 Important Motions A motion to adopt a League lobbying position on an issue, or to modify or withdraw an existing League lobbying position on an issue, is considered an ``important motion''. A member's proxy shall be voted against any important motion, except when the proxy specifically requests an affirmative vote on a particular motion. ARTICLE VI: ELECTIONS OF OFFICERS Section 6.1 Officers The elected officers of the League shall be a President, a Treasurer, and a Clerk to be elected by the members at the Annual Meeting of the League and to serve for one year or until a successor is elected and qualified. Section 6.2 Qualification for Office Any member in good standing shall be eligible to nomination and election to any elective office of the League. Section 6.3 Nominations and Elections of Officers All officers shall be elected at a duly held Annual Meeting, by majority vote at which a quorum is present and voted. The Nominating Committee shall nominate a slate of officers, notice of which shall be given with the notice of the meeting at which their election shall be voted upon. Additional nominations shall be made by any member in writing to the Clerk at least 70 days in advance of the meeting at which the election is to take place, provided such nomination shall be seconded by at least three (3) Members. All candidates nominated shall be named in the ballot that accompanies the notice of the meeting which is given to members. Section 6.4 Vacancies In the event of a vacancy in the office of President, the Clerk shall automatically assume the title, duties and powers of the presidency as acting president and shall serve until a successor is elected and qualified or until the next Annual Meeting, whichever occurs first. A vacancy in the office of Treasurer or Clerk shall be filled by the board of Directors and that Officer shall serve until the next Annual Meeting or until a successor is elected and qualified. ARTICLE VII: DUTIES OF OFFICERS Section 7.1 General Management The officers shall be responsible for all management of the League. Section 7.2 President The president shall be the chief executive officer of the League. The President shall preside at all meetings of the League, or of the Board of Directors, and attend to such other duties as are elsewhere herein specified. Section 7.3 Treasurer The Treasurer, subject to the control of the Board of Directors, shall have charge of the financial affairs of the League. The Treasurer shall collect and hold all monies due the League and shall demand the payment of dues within thirty days after such dues are payable, and shall report to the Board of Directors the names of all members who have neglected for six months after demand to pay the same. Checks drawn on bank accounts of the League shall be signed by the Treasurer or such other officers or agents as the Board of Directors may determine. The Treasurer or any such other officer or agent shall disburse monies of the League within the budget and only on the written order of the President or of the Chair or acting Chair of the respective committees or as otherwise authorized by the Board of Directors, and in so doing the Treasurer or such other officer or agent as may be authorized by the Board of Directors to sign checks may assume that all payments so ordered or authorized are within the budget unless the Treasurer or such other officer or agent has knowledge to the contrary. The Treasurer shall submit a report to the Annual Meeting of the League stating the financial condition of the League at the end of the previous fiscal year and the receipts and expenditures during such year. Section 7.4 Clerk The Clerk shall attend the meetings of the League and the Board of Directors and shall make a record of their proceedings. In the event of the Clerk's absence from any meeting, the League or Board of Directors may choose a Clerk *pro tempore* who shall have all the duties and powers of the Clerk at such meeting The records and files of the League shall be under the Clerk's control and shall not be exhibited to any person not a member of the League unless so authorized by the Board of Directors. Section 7.5 Finance Committee There shall be a Finance Committee consisting of the President and Treasurer, which shall prepare each year a budget of estimated income and expenses for the ensuing fiscal year, which shall be presented to the Board of Directors for approval at a meeting of the Board immediately following the annual meeting. The Finance Committee shall from time to time examine the investments owned by the League and shall make recommendations to the Treasurer concerning the sale or retention thereof and the investment of the League's funds. The Treasurer shall not invest or change investments without the approval of at least two other members of the finance committee. ARTICLE VIII: ELECTIONS AND MEETINGS OF THE BOARD OF DIRECTORS Section 8.1 Composition The Board of Directors shall consist of three (3) separately elected members, the immediate past President, and the current President. During the beginning period of the League's operation, the Treasurer shall assume the position of the immediate past President on the Board until one exists. Section 8.2 Elections and Term Except for the immediate past President and the current President, Directors shall be elected at the League's Annual Meeting at which a quorum is present and voted; the three (3) candidates receiving the most votes shall be the ones elected. Section 8.3 Nominations and Elections of Directors The Nominating Committee shall nominate a slate of directors, notice of which shall be given with the notice of the meeting at which their election shall be voted upon. Additional nominations shall be made by any member in writing to the Clerk at least 70 days in advance of the meeting at which the election is to take place provided such nominations shall be seconded by at least three (3) Members. All candidates nominated shall be named in the ballot that accompanies the notice of the meeting which is given to members. Section 8.4 Quorum A majority of the members on the Board of Directors shall constitute a quorum for the transaction of business at any regular or special meeting of the Board of Directors. Section 8.5 Meetings There shall be at least one regular meeting of the Board of Directors in each year. Special meetings of the Board of Directors may be called by the President at any time the President shall deem necessary, or upon the written request of any two Directors. Written notice of such special meetings shall be mailed at least ten (10) days in advance of the date of the meeting, except that emergency meetings of the Board may be called on five (5) days' notice. Notice may be waived by unanimous consent. Section 8.6 Voting Each member of the Board of Directors shall have one (1) vote. The voting rights of a Director shall not be delegated to another except by proxy. Voting by proxy is allowable by: A. Limited proxy, which applies to a specific matter; and B. General proxy, which applies to all matters before the Board. All proxies must be communicated in writing to the Clerk in advance of the meeting. Section 8.7 Voting by Mail Action taken by a mail ballot of the members of the Board of Directors and approved by a majority of such Directors, shall constitute a valid action of the Board. Section 8.8 Absence Any Director who shall be absent from three (3) consecutive regular meetings of the Board of Directors shall automatically vacate the seat on the Board of Directors and the vacancy shall be filled as provided by these By-Laws. However, the Board of Directors shall consider each absence of a Director as a separate circumstance and may expressly waive such absence by affirmative vote of a majority of its members. A general proxy shall not be considered as an absence. Section 8.9 Vacancies Any vacancy occurring on the Board of Directors between annual meetings shall be filled by the Board of Directors. A Director so elected to fill a vacancy shall serve until the next annual meeting when the vacancy shall be filled according to Section 8.3 of these By-Laws. Section 8.10 No Compensation Directors shall not receive any compensation for their services. ARTICLE IX: DUTIES OF THE BOARD OF DIRECTORS Section 9.1 Authority and Responsibilities The Board of Directors shall exercise all powers of the League except those specifically reserved to members. Such powers of the Board od Directors shall include defining the duties and authority of officers, committees and staff, dues and assessments, budgets, programs, policies, meeting places and dates. Section 9.2 Specific Duties The Board of Directors shall have supervision of all matters connected with the operation of the League as an organization; shall authorize procedures for election of new members and the issuance of certificates of membership; shall determine the conditions upon which associations may become affiliated with the League; shall present a report to the membership at each Annual Meeting; and shall perform such other duties as may hereafter relate to the management of the League. Section 9.3 Audit Seasonably before the annual meeting of the League the Board of Directors shall appoint an auditor, who shall not be a member of the Board of Directors, to audit the accounts of the Treasurer and report thereon to the meeting before it takes action of the Treasurer's report. ARTICLE X: STANDING COMMITTEES Section 10.1 Purposes Standing committees shall carry out necessary and ongoing functions of the League. Section 10.2 Composition The Board of Directors shall appoint the members of each Standing Committee. Section 10.3 Creation; Dissolution The Standing Committees may be established, restructured, and dissolved by the Board of Directors. ARTICLE XI: AFFILIATION WITH OTHER ASSOCIATIONS The League may, under terms approved by the Board of Directors, affiliate with any other association or group, and the members of the League may thereby become associate members of such other body; provided, however, that such affiliation shall in no way impair the autonomy or purposes of the League. ARTICLE XII: AMENDMENTS These By-Laws may be amended by majority vote of the members at any special or Annual Meeting, a notice of the proposed amendement having been sent out at least twenty (20) days prior to the meeting to each member, unless such notice is waived at the meeting by a quorum of members present and entitled to vote. ARTICLE XIII: DISTRIBUTION ON DISSOLUTION In the event of the dissolution of the League, no Member shall be entitled to any distribution or division of the property of the League, but such property, after the payment of all debts and obligations of the League shall be used or distributed exclusively for purposes within the preset provisions of Section 501(c) of the Internal Revenue Code, or as the same may be codified at the time of dissolution. END OF BY-LAWS