Bylaws of the Open Source Initiative

Submitted by Ken Coar on Mon, 2006-07-24 23:22. ::

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BYLAWS OFOPEN SOURCE INITIATIVE

A California Nonprofit Public Benefit Corporation

ARTICLE I

NAME

Section 1. NAME. The name of this corporation is Open Source
Initiative.

ARTICLE II

OFFICES

Section 1. PRINCIPAL OFFICE.
The principal office for the transaction of the activities and
affairs of the corporation (principal office) is located at 702
Marshall Street, Suite 301, Redwood City, California, 94063, in San
Mateo County. The board of directors may change the principal office
from one location to another. Any change of location of the
principal office shall be noted by the secretary on these bylaws
opposite this Section, or this Section may be amended to state the
new location.

Section 2. OTHER OFFICES.
The board may at any time establish branch or subordinate offices at
any place or places where the corporation is qualified to conduct its
activities.

ARTICLE III

PURPOSES AND LIMITATIONS

Section 1. GENERAL PURPOSES.
This corporation is a nonprofit public benefit corporation and is
not organized for the private gain of any person. It is organized
under the Nonprofit Public Benefit Corporation Law for public
educational purposes.

Section 2. SPECIFIC PURPOSES.
Within the context of the general purposes stated above, this
corporation shall: (1) educate the public about the advantages of
open source software [software that users are free to modify and
redistribute]; (2) encourage the software community to participate
in open source software development; (3) identify how software
users' objectives are best served through open source software; (4)
persuade organizations and software authors to distribute source
software freely they otherwise would not distribute; (5) provide
resources for sharing information about open source software and
licenses; (6) assist attorneys to craft open source licenses; (7)
manage a certification program to allow use of one or more
certification marks in association with open source software; and
(8) advocate for open source principles

Section 3. LIMITATIONS.
This corporation shall not, except to an insubstantial degree,
engage in any activities or exercise any powers that are not in
furtherance of the purposes of this corporation, and the corporation
shall not carry on any other activities not permitted to be carried
on (a) by a corporation exempt from federal income tax under
Section 501(c)(3) of the Internal Revenue Code of 1954 or the
corresponding provision of any future Unites States internal revenue
law, or (b) by a corporation, contributions to which are deductible
under Section 170(c)(2) of the Internal Revenue Code of 1954 or
the corresponding provision of any future United States internal
revenue law.

No substantial part of the activities of this corporation shall
consist of carrying on propaganda, or otherwise attempting to
influence legislation, and this corporation shall not participate in
or intervene in (including publishing or distributing statements)
any political campaign on behalf of any candidate for public office.

No part of the net earnings of this corporation shall inure to the
benefit of any of its directors, trustees, officers, private
shareholders or members, or to individuals.

On the winding up and dissolution of this corporation, after paying
or adequately providing for the debts, obligations, and liabilities
of the corporation, the remaining assets of this corporation shall
be distributed to such organization (or organizations) organized and
operated exclusively for educational purposes which has established
its taxexempt status under Section 501(c)(3) of the Internal Revenue
Code of 1954 (or the corresponding provision of any future Unites
States internal revenue law) and which has established its
tax-exempt status under Section 23701d of the California Revenue
and Taxation Code (or the corresponding provision of any future
California revenue and tax law).

The corporation will distribute its income for each tax year at such
time and in such manner as not to become subject to the tax on
undistributed income imposed by Section 4942 of the Internal Revenue
Code of 1954 or corresponding provisions of any later federal tax
laws.

The corporation will not engage in any act of self-dealing as
defined in Section 4941(d) of the Internal Revenue Code of 1954, or
corresponding provisions of any later federal tax laws.

The corporation will not retain any excess business holdings as
defined in Section 4943(c) of the Internal Revenue Code of 1954, or
corresponding provisions of any later federal tax laws.

The corporation will not make any investments in such manner as to
subject it to tax under Section 4944 of the Internal Revenue Code of
1954, or corresponding provisions of any later federal tax laws.

The corporation will not make any taxable expenditures as defined in
Section 4945(d) of the Internal Revenue Code of 1954, or
corresponding provisions of any later federal tax laws.

ARTICLE IV

MEMBERS

Section 1. MEMBERSHIP.
This corporation shall have no members.

ARTICLE V

DIRECTORS

Section 1. GENERAL CORPORATE POWERS.
Subject to the provisions and limitations of the California
Nonprofit Public Benefit Corporation law and any other applicable
laws, the corporation’s activities and affairs shall be managed, and
all corporate powers shall be exercised, by or under the direction
of the board.

Section 2. SPECIFIC POWERS.

Without prejudice to the general powers set forth in Section 1 of
this Article, but subject to the same limitations, the directors
shall have the power to:

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 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;
Change the principal office or the principal business office in
California from one location to another; and cause the
corporation to be qualified to conduct its activities in any
other state, territory, dependency, or country and conduct its
activities within or outside California;
Adopt and use a corporate seal; and alter the forms of the seal
and certificates;
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.

Section 3. AUTHORIZED NUMBER AND QUALIFICATIONS.
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.

Section 4. RESTRICTION ON INTERESTED PERSONS AS DIRECTORS.
No more than forty-nine percent (49%) of the persons serving on the
board may be interested persons. An interested person is (a) any
person compensated by the corporation for services rendered to it
within the previous 12 months, whether as a full-time or part-time
employee, independent contractor, or otherwise, excluding any
reasonable compensation paid to a director as a director; and (b)
any brother, sister, ancestor, descendant, spouse, brother-in-law,
sister-inlaw, son-in-law, daughter-in-law, mother-in-law, or
father-in-law of such person. However, any violation of the
provisions of this paragraph shall not affect the validity or
enforceability of any transaction entered into by the corporation.

Section 5. ELECTION, DESIGNATION, AND TERM OF OFFICE.
The initial board of directors shall be appointed by the
Incorporator. One-half plus one of the initial board of directors
shall be appointed for an initial term of two years and the
remainder shall be appointed for an initial term of four
years. Thereafter, each successor director shall be elected by a
majority of the board of directors. Except for the initial term as
specified in this Section, each director shall hold office for four
years and until a successor has been elected by the board of
directors. Each director, including a director elected or appointed
to fill a vacancy shall hold office until expiration of the term for
which elected or appointed, and until a successor has been elected
and qualified.

Section 6. EVENTS CAUSING VACANCY.
A vacancy or vacancies on the board shall exist on the occurrence of
the following: (a) the death or resignation of any director, (b) 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; or (c) the increase of the authorized
number of directors.

Section 7. RESIGNATIONS.
Except as provided below, any director may resign by giving written
notice to the chairman 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.

Section 8. FILLING VACANCIES.
Vacancies on the board may be filled by a majority of the directors
then in office, whether or not less than a quorum, or by a sole
remaining director.

Section 9. NO VACANCY ON 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.

Section 10. PLACE OF DIRECTORS' 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.

Section 11. DIRECTORS' MEETINGS BY TELEPHONE OR OTHER ELECTRONIC MEANS
OF COMMUNICATION.
Any meeting may be held by conference telephone or by other
electronic means of communication, as long as all directors
participating in the meeting can hear one another or read what each
other is saying. All such directors shall be deemed to be present in
person at such a meeting.

Section 12. INITIAL DIRECTORS' MEETING.
Immediately after the appointment by the Incorporator of the initial
board of directors , the board shall hold a regular meeting for
purposes of organization, election of officers, and the transaction
of other business. Notice of this meeting is not required.

Section 13. 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.

Section 14. AUTHORITY TO CALL SPECIAL MEETINGS.
Special meetings of the board for any purpose may be called at any
time by the chairman of the board, if any, the president or any vice
president, or the secretary or any two directors.

Section 15. MANNER OF GIVING NOTICE OF SPECIAL MEETINGS.
Notice of the time and place of special meetings shall be given to
each director by one of the following methods: (a) by personal
delivery of written notice; (b) by first-class mail, postage
prepaid; (c) 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; (d) by telegram,
charges prepaid; or (e) by electronic mail. All such notices shall
be given or sent to the director's address, telephone number, or
electronic mail address as shown on the records of the corporation.

Section 16. TIME REQUIREMENTS FOR NOTICES OF SPECIAL MEETINGS.
Notices of special meetings sent by first-class mail shall be
deposited in the United States mails at least four days before the
time set for the meeting. Notices given by personal delivery,
telephone, telegraph or electronic mail shall be delivered,
telephoned, given to the telegraph company, or transmitted by
electronic mail at least 48 hours before the time set for the
meeting.

Section 17. CONTENTS OF NOTICES OF SPECIAL MEETINGS.
The notice of a special meeting 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.

Section 18. QUORUM FOR DIRECTORS' MEETINGS.
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 Public 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.

Section 19. WAIVER OF NOTICE OF DIRECTORS' MEETING.
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.

Section 20. ADJOURNMENT OF DIRECTORS' MEETING.
A majority of the directors present, whether or not a quorum is
present, may adjourn any meeting to another time and place.

Section 21. NOTICE OF ADJOURNED DIRECTORS' 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.

Section 22. ACTION WITHOUT A DIRECTORS' 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.

Section 23. COMPENSATION AND REIMBURSEMENT OF DIRECTORS.
Directors may receive such compensation, if any, for their services,
and 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.

Fill vacancies on the board or on any committee that has the
authority of the board;
Fix compensation of the directors for serving on the board or on
any committee;
Amend or repeal bylaws or adopt new bylaws;
Amend or repeal any board resolution that by its express terms
is not so amendable or repealable;
Create any other committees of the board or appoint the
members of committees of the board;
Expend corporate funds to support a nominee for director after
more people have been nominated for director than can be elected;
or
With respect to any assets held in charitable trust, approve any
contract or transaction between the corporation and one or more
of its directors or between the corporation and an entity in
which one or more of its directors have a material financial
interest, subject to the special approval provisions of Section
5233(d)(3) of the California Corporations Code.

Section 25. MEETINGS AND ACTION OF COMMITTEES OF THE BOARD.
Meetings and actions of committees of the board shall be governed
by, held, and taken in accordance with, the provisions of these
bylaws concerning meetings and other board actions except that the
time for regular meetings of such committees and calling of special
meetings of such committees may be determined either by board
resolution, or if there is none, by resolution of the
committee. Minutes of each meting of any committee shall be kept and
shall be filed with the corporate records. The board may adopt
rules for the government of any committee that are consistent with
these bylaws or, in the absence of rules adopted by the board, the
committee may adopt such rules.

ARTICLE VI

OFFICERS

Section 1. OFFICERS OF THE CORPORATION.
The officers of the corporation shall be a president, a secretary,
and a chief financial officer. The corporation may also have, at
the board's discretion, a chairman of the board, one or more vice
presidents, one or more assistant secretaries, one or more assistant
treasurers, and such other officers as may be appointed in
accordance with Section 3 of this Article. Any number of offices may
be held by the same person.

Section 2. ELECTION OF OFFICERS.
The officers of the corporation, except those appointed under
Section 3 of this Article, shall be chosen annually by the board and
shall serve at the pleasure of the board, subject to the rights, if
any, of any officer under any contract of employment.

Section 3. OTHER OFFICERS.
The board may appoint and may authorize the chairman of the board,
the president, or other officer to appoint any other officers that
the corporation may require. Each officer 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.

Section 4. REMOVAL OF OFFICERS.
Without prejudice to any rights of an officer under any contract of
employment, an officer may be removed with or without cause by the
board, and also, if the board did not choose the officer, by any
officer on whom the board may confer that power of removal.

Section 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.

Section 6. VACANCIES IN OFFICE.
A vacancy in any office because of death, resignation, 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.

Section 7. RESPONSIBILITIES OF THE CHAIRMAN OF THE BOARD.
If a chairman of the board is elected, he or she shall preside at
board meetings and shall exercise and perform such other powers and
duties as the board may assign from time to time. If there is no
president, the chairman of the board shall also be the chief
executive officer and shall have the powers and duties prescribed by
these bylaws for the president of the corporation.

Section 8. RESPONSIBILITIES OF THE PRESIDENT.
Subject to such supervisory powers as the board may give to the
chairman of the board, if any, and subject to the control of the
board, the president shall be the general manager of the corporation
and shall supervise, direct, and control the corporation's
activities, affairs, and officers. In the absence of the chairman of
the board, or if there is none, the president shall preside at all
board meetings. The president shall have such other powers and
duties as the board or bylaws may prescribe.

Section 9. RESPONSIBILITIES OF VICE PRESIDENTS.
In the absence or disability of the president, the vie presidents,
if any, in order of their rank as fixed by the board or, if not
ranked, a vice president designated by the board, 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 presidents shall have such other powers and
perform such other duties as the board or the bylaws may prescribe.

Section 10. RESPONSIBILITIES OF THE SECRETARY; 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
and of committees of the board. 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, and the names of those present at board and committee
meetings. The secretary shall keep or cause to be kept, at the
principal office in California, a copy of the articles of
incorporation and bylaws, as amended to date.

Section 11. RESPONSIBILITIES OF THE SECRETARY; 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 have such
other powers and perform such other duties as the board or the
bylaws may prescribe.

Section 12. RESPONSIBILITIES OF THE CHIEF FINANCIAL OFFICER; BOOKS OF
ACCOUNT.
The chief financial officer 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 chief financial
officer shall send or cause to be given to the 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.

Section 13. RESPONSIBILITIES OF THE CHIEF FINANCIAL OFFICE; DEPOSIT
AND DISBURSEMENT OF MONEY AND VALUABLES.
The chief financial officer 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, chairman of the board, if any, 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.

Section 14. RESPONSIBILITIES OF THE CHIEF FINANCIAL OFFICER; BOND.
If required by the board, the chief financial officer 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 the corporation of all its books, papers,
vouchers, money, and other property of any kind in the possession or
under the control of the chief financial officer on his or her
death, resignation, retirement, or removal from office.

ARTICLE VII

INDEMNIFICATION

Section 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(a) 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 any 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(a) of the California Corporations Code.

Section 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 7327(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.

Section 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 17 and 18 of this
Article 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.

ARTICLE VIII

INSURANCE

Section 1. 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 IX

RECORDS AND REPORTS

Section 1. MAINTENANCE OF CORPORATE RECORDS.
The corporation shall keep: (1) adequate and correct books and
records of account; and (2) written minutes of the proceedings of
its board and committees of the board.

Section 2. 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 directors at all reasonable times during office
hours.

Section 3. 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.

Section 4. ANNUAL REPORT.

An annual report shall be prepared within 120 days after the end
of the corporation's fiscal year. That report shall contain the
following information in appropriate detail:
1. A balance sheet as of the end of the fiscal year, and an 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. Any information that is required by Section 7 of this
  Article.
This Section shall not apply if the corporation receives less than
$10,000 in gross revenues or receipts during the fiscal year.

Section 5. ANNUAL STATEMENT OF CERTAIN TRANSACTIONS AND
INDEMNIFICATIONS.
As part of the annual report, or as a separate document if no annual
report is issued, the corporation shall annually prepare and furnish
to each director a statement of any transaction or indemnification
of the following kind within 120 days after the end of the
corporation's fiscal year:

Any transaction (i) in which the corporation, its parent, or
its subsidiary was a party, (ii) in which an "interested person"
had a direct or indirect material financial interest, and (iii)
which involved more than $50,000, or was one of a number of
transactions with the same interested person involving, in the
aggregate, more than $50,000. For this purpose, an "interested
person" is either of the following:
1. Any director or officer of the corporation, its parent, or
  subsidiary (but mere common directorship shall not be considered
  such an interest); or
2. Any holder of more than 10 percent of the voting power of the
  corporation, its parent, or its subsidiary. 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, if practicable, the amount of that interest, provided that
  if the transaction was with a partnership in which the
  interested person is a partner, only the interest of the
  partnership need be stated.
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 Article 8 of these bylaws, unless the loan,
guaranty, indemnification, or advance is not subject to the
provisions of subdivision (a) of Section 7235(a) of that Code.

ARTICLE X

CONSTRUCTION AND DEFINITIONS

Section 1. CONSTRUCTION AND DEFINITIONS.
Unless the context requires otherwise, the general provisions, rules
of construction, and definitions in the California Nonprofit Public
Benefit 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 XI

AMENDMENTS

Section 1. LIMITATION ON AMENDMENT BY BOARD.
Subject to the limitations set forth below, the board may adopt,
amend, or repeal bylaws. The board may not extend the term of a
director beyond that for which the director was elected.

Section 3. HIGH VOTE REQUIREMENT.
If any provision of these bylaws requires the vote of a larger
proportion of the board than is otherwise required by law, that
provision may not be altered, amended, or repealed except by that
greater vote.

CERTIFICATE OF SECRETARY

I certify that I am the duly elected and acting Secretary of Open
Source Initiative, a California nonprofit public benefit
corporation, that the above bylaws, consisting of 8 pages, are the
bylaws of this corporation as adopted by the board of directors on
March 29, 2000, and that they have not been amended or modified
since that date.

Executed on March 29, 2000 at Redwood City, California,

____________________________________

Secretary

AMENDMENTS TO BYLAWS

AMENDMENT I

Approved by resolution of the Board of Directors, 7 March 2005, the
following changes are made to the Bylaws of the Corporation, effective
from that date.

ARTICLE I

Section 1. PRINCIPAL OFFICE.
The principal office for the transaction of the activities and
affairs of the corporation (principal office) is located at 702
Marshall Street, Suite 301, Redwood CityP.O. Box 460008,
San Francisco, California, 94063, in San Mateo
County94146-0008. The board of directors may change
the principal office from one location to another. Any change of
location of the principal office shall be noted by the secretary on
these bylaws opposite this Section, or this Section may be amended
to state the new location.

ARTICLE III

Section 2. SPECIFIC PURPOSES.
Within the context of the general purposes stated above, this
corporation shall: (1) educate the public about the advantages of
open source software [software that users are free to modify
and redistribute]; (2) encourage the software community to
participate in open source software development; (3) identify how
software users' objectives are best served through open source
software; (4) persuade organizations and software authors to
distribute source software freely they otherwise would not
distribute; (5) provide resources for sharing information about open
source software and licenses; (6) assist attorneys to craft open
source licenses; (7) manage a certification program to
allow use of one or more certification
trademarks in association with open source software
licenses; and (8) advocate for open source principles

ARTICLE V

Article V, Section 5 is replaced in its entirety with the
following:

Section 5. ELECTION, DESIGNATION, AND TERM OF OFFICE.

Initially, one third of the directors shall be elected to a term
ending on April 1, 2006, one third of the directors shall be
elected to a term ending on April 1, 2007 and one third of the
directors shall be elected to a term ending on April 1,
2008. Thereafter, all terms shall be three years and, except as
provided below, the director shall serve until a successor has
been elected by the board of directors.. Thereafter, each
successor director shall be elected by a majority of the board
of directors.
In the event of a director's elected term having expired and two
or more meetings of the Board or ninety (90) calendar days
(whichever is less) having passed since the expiry of the
director's term without a new director having been elected, the
term of such director shall be terminated.
A director may be removed from the Board at any time prior to
the expiry of such director's term for any reason by a vote of
two thirds of the authorized members of the Board or if less
than all of the authorized members of the Board have been
elected, then a quorum of the elected Board members at two
meetings of the Board, the second of which shall be more than
forty five (45) days after the first Board meeting and for which
a vote of a majority of the authorized members of the Board if
less than all of the authorized members of the Board have been
elected, then a quorum of the elected Board members at such
second meeting of the Board. A director may be removed from the
Board at any time prior to the expiry of such director's term
for cause as defined in a resolution of the Board by a vote of
two thirds of the authorized members of the Board or if less
than all of the authorized members of the Board have been
elected, then a quorum of the elected Board members then elected
at a single meeting of the Board.

Section 12. INITIAL DIRECTORS' MEETING.
Immediately after the appointment by the Incorporator of the
initial board of directors, the The board shall hold a
regular meeting for purposes of organization, election of officers,
and the transaction of other business. Notice of this meeting is not
required.

Section 18. QUORUM FOR DIRECTORS' MEETINGS.
A majority of the authorized number of directors shall constitute a
quorum for the transaction of business, except to adjourn;
provided however if less than all of the authorized directors have
been elected, no less than one fifth of the authorized number of
directors or two (2) whichever is greater. 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 Public 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.

The first paragraph of Article V, Section 24 is modified as
follows:

Section 24. COMMITTEES OF THE BOARD.
The board, by resolution adopted by a majority of the directors then
in office, provided a quorum is present, may create one or more
committees, each consisting of two or more directors and no
persons who are not directors, to serve at the pleasure of the
boardwhich shall be the voting members of the committee.
The committee may have one or more members who are not directors;
such committee members shall be either be (i) "advisory members" who
shall not have any voting rights on the committee or (ii) voting
members in which case the actions of the committee shall be advisory
and need to be approved by the Board to be effective. Any such
committee shall limit its activities to the accomplishment of the
tasks for which it was appointed and shall have no power to act
except as specifically conferred by action of the Board. Upon
completion of the tasks for which created, a committee shall be
discharged. Appointments to committees of the board shall be
by majority vote of the authorized number of directors. The board
may appoint one or more directors as alternate members of any such
committee, who may replace any absent member at any meeting. Any
such committee, to the extent provided in the board resolution,
shall have all the authority of the board except that no committee,
regardless of board resolution, may:

AMENDMENT II

Approved by resolution of the Board of Directors, 13 July 2005, the
following text is added as Article VI Section 15, effective
from that date.

Section 15. PROJECT MANAGEMENT COMMITTEES.
In addition to the officers of the corporation, the Board of
Directors may, by resolution, establish one or more Project
Management Committees consisting of at least one officer of the
corporation, who shall be designated chairman of such committee, and
may include one or more other individuals as the Board or the
chairman of the committee deems appropriate. Unless elected or
appointed as an officer in accordance with Section 6.3 of these
Bylaws, a member of a Project Management Committee shall not be
deemed an officer of the corporation. All Project Management
Committees shall be advisory in nature.

Each Project Management Committee shall be responsible for the
active management of one or more projects identified by resolution
of the Board of Directors which may include, without limitation,
activities furthering the purposes of the Corporation as defined in
Section 3.2 of these Bylaws. Subject to the direction of the Board
of Directors, the chairman of each Project Management Committee
shall be primarily responsible for project(s) managed by such
committee, and he or she shall establish rules and procedures for
the day to day management of project(s) for which the committee is
responsible.

The Board of Directors of the corporation may, by resolution,
terminate a Project Management Committee at any time.

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