
Free Software Foundation


CONSTITUTION


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Table of Contents

Article I - NAME, PURPOSE AND TERRITORY

Article II - BYLAWS

Article III - MEMBERSHIP

Article IV - DUES AND FEES

Article V - GROUPS OF MEMBERS

Article VI - DELEGATES AND DIRECTORS

Article VII - PRESIDENT AND EXECUTIVE VICE PRESIDENT

Article VIII - THE ASSEMBLY

Article IX - BOARD OF DIRECTORS

Article X - CORPORATE OFFICERS

Article XI - VACANCIES

Article XII - NOMINATIONS AND ELECTIONS

Article XIII - MANAGEMENT

Article XIV - AMENDMENTS


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Article I - NAME, PURPOSE AND TERRITORY

1. Free Software Foundation, subsequently referred to as the
Foundation, or FSF, is a non-profit corporation dedicated to
promoting the free exchange of information.

2. The Foundation will achieve its goal through development,
distribution and maintenance of integrated operating system and
application software that users are legally free to exchange.

3. The Foundation shall serve as a professional organization of
individuals and organizations supporting its principles.

4. All software distributed by the Foundation shall be available to
the public in the form of source code.  Permission will explicitly be
granted for subsequent modification and/or redistribution.

5. The price of any product or service supplied by the Foundation
shall not exceed the cost of its manufacture; FSF is not intended
to make a profit on its operation.

6. The Foundation may accept contributions for products or services,
provided that none of its Bylaws are violated in the process.

7. After FSF has distributed a product, it must make the product
available to anyone.  This must continue for a reasonable length of
time after the first distribution of the product.

8. The Foundation shall not make or accept any nondisclosure, license
or proprietary agreements, explicit or implied, for any software or
other information that it distributes or receives.

9. The Foundation shall under no circumstance violate any existing
copyright or proprietary agreement.

10. The Foundation's scope is transnational, and its operations may be
conducted anywhere in the world.  The Foundation's principal offices
shall be in the State of Massachusetts, and most of its development
operations will be in the United States.


Article II - BYLAWS

1. Bylaws shall eb established as hereinafter set forth, for the
purposes of governing the operations and administraton of the
Foundation.  The term "Bylaws" as used in this constitution refers
only to the FSF Bylaws.

2.  Proposed bylaw changes and reasons therefor shall be mailed to all
FSF Directors at least twenty days before the stipulated meeting of
the Board of Directors at which the vote shall be taken.


Article III - MEMBERSHIP

1. The grades of membership of the FSF, the member qualifications,
privileges and the requirements for admission, transfer and severance
pertaining to each grade shall be specified in the Bylaws.

2. The term "member" when printed without an initial capital, where
used in this Constitution, includes all grades of membership.

3. The term "voting member" as used in this Constitution means those 
members of Member grade or above, as defined in the Bylaws.


Article IV - DUES AND FEES

1. Dues and fees shall be specified in the Bylaws.

2. Under exceptional circumstances, the payment of dues and fees may
be deferred or waived in whole or in part by the Board of Directors.


Article V - GROUPS OF MEMBERS

1. The Board of Directors may authorise the estabilishment of groups
of members for promoting the objectives and interests of the FSF. The
Board of Directors may terminate the existence of any such group. The
Bylaws shall provide for specifications and operating rules for any
groups that may be estabilished.



Article VI - DELEGATES AND DIRECTORS

1. The voting members of the FSF shall elect Delegates-at-large who
shall also by virtue of such election be Directors-at-large. The
number and method of election of Delegates-at-large and Directors-at-large
shall be specified in the Bylaws.

2. The territory of the FSF shall be divided, at the discretion of the
Board of Directors, into geographical areas known as Regions, which
shall be specified in the Bylaws. The voting members of each Region
shall elect a Delegate to the Assembly designated as its Regional
Delegate who shall also by virtue of such election be a Director
designated as its Regional Director. The method of election of
Regional Delegates shall be specified in the Bylaws.

3. Certain of the technical areas covered by the FSF shall be grouped
into Divisions. The voting members of each Division shall elect a
Delegate to the Assembly, designated as its Divisional Delegate, who
shall also by virtue of such election be a Director, designated as its
Divisional Director. The method of election of such Divisional
Delegates shall be specified in the Bylaws.

4. The term of office of the President as a Delegate-at-large and
Director-at-large shall be three years beginning with the office of
Prtesident-Elect. The term of office of the Executive Vice President
as a Delegate-at-large and Director-at-large shall be one year. The
Bylaws shall provide the term of other Delegates elected by the voting
members which shall be identical with the term of office as Director.
All shall coincide with the fiscal year of the FSF.

5. The terms of office of Directors elected by the Assembly shall be
specified in the Bylaws.

6. If the Directors shall not be elected on the day designated by law
or fixed in the Bylaws, the corporation shall not for this reason be
dissolved; but every Director shall continue to hold office and
discharge duties until a successor has been elected.


Article VII - PRESIDENT AND EXECUTIVE VICE PRESIDENT

1. The President shall be elected by the voting members, by virtue of
which election the President shall also be a Delegate-at-large and a
Director-at-large for a period of three years. Following a term of one
year as a President-Elect, the holder of that office shall serve as a
President in the subsequent year and shall serve as Past President in
the year subsequent thereto. The President shall be ineligible to
serve a second full term in that office.

2. The Executive Vice President shall be elected for one year by the
voting members, by virtue of which election the Executive Vice
President shall also be a Delegate-at-large and a Director-at-large.


Article VIII - THE ASSEMBLY


1. An Assembly composed of Delegates, including Delegates-at-large,
shall receive reports and perform such functions as required by law or
specified in the Bylaws. The Assembly shall, at its annual meeting,
elect Directors-at-large who are not Delegates.

2. The annual meeting of the Assembly shall be held on the day of the
last regularly scheduled meeting of the Board of Directors in each
fiscal year of the FSF. The President of the FSF shall preside.

3. All of the Delegates shall be of full age and shall be FSF members
of the grade specified by the Bylaws.

4. Meetings of the Assembly may be held elsewhere than the state of
Massachusetts. Additional meetings and provision for special meetings
of the Assembly and the manner of giving notice of annual, additional
and special meetings shall be specified in the Bylaws.


Article IX - BOARD OF DIRECTORS


1. The Board of Directors shall be the governing body of the FSF,
and shall consist of Directors, including Directors-at-large,
elected by the voting members, and Directors-at-large, elected by the
Assembly.  The President of the FSF shall preside.

2. The number of Directors elected by the voting members together with
the number of Directors elected by the Assembly shall be not less than
nine and not more than fifty.  Except for the filling of interim
vacancies as provided in the Bylaws, the number of Directors elected
by the voting members shall be not less than 60% of the total number
of Directors.

3. All of the Directors elected by the Assembly shall be of full age
and shall be FSF members of the grade specified in the Bylaws.

4. At least one Director shall be a citizen of the United States, and
a resident of the State of Massachusetts.

5. There shall be an annual meeting of the Board of Directors which
shall be the last scheduled meeting in each fiscal year of the FSF.
This annual meeting may be held elsewhere than in the State of Massachusetts.

6. Additional meetings and provision for special meetings of the Board
of Directors and the manner of giving notice of annual, additional,
and special meetings shall be specified in the Bylaws.

7.  The Board of Directors may designate or appoint one or more
committees and Boards, which shall have such powers of the Board of
Directors as it may confer upon them from time to time.


Article X - CORPORATE OFFICERS

1. The Corporate Officers of the FSF shall be the President, the
President-Elect, the Executive Vice President, the Vice Presidents as
specified in the Bylaws, the Secretary, and the Treasurer.  At the
discretion of the Assembly, the offices of the Treasurer and Secretary
may be held concurrently by one person.

2.  The Bylaws shall specify those Corporate Officers, other than the
President, the President-Elect, and the Executive Vice President, to
be elected by the Assembly.  Those elected by the Assembly, by virtue
of such election, shall be Directors-at-large, but not Delegates.
Other Officers shall be appointed by the Board of Directors and as
such will be neither Directors nor Delegates.

3. Except for the President-Elect, whose term of office as such shall
be for one year, and who shall thereafter hold the office of President
for the subsequent year, and the office of Past President for the year
subsequent thereto, the terms of office for all Corporate Officers
shall be for one year and shall terminate at the end of the fiscal
year of FSF, or at such later time as their successors are elected and
accept.

4. No Corporate Officer or Director shall receive, directly or
indirectly, any salary, travelling expenses, compensation, or
emolument from the FSF, either as such Officer or Director, or in any
other capacity, unless authorized by the Bylaws or by the concurring
vote of two thirds of the Directors present at a regularly constituted
meeting.

5. No Corporate Officer or Director shall be interested, directly or
indirectly, in any contract relating to the operations of the FSF, nor
in any contract for furnishing supplies thereto, unless authorized by
the Bylaws or by the concurring vote of two thirds of the Directors
present at a regularly constituted meeting.

Article XI - VACANCIES

1. The existence of a vacancy in the Board of Directors or among the
Corporate Officers shall be determined by the Board of Directors or in
accordance with the Bylaws.

2. Vacancies on the Board of Directors or among the Corporate Officers
shall be filled in accordance with the Bylaws.


Article XII - NOMINATIONS AND ELECTIONS

1. The Board of Directors shall submit annually to all voting members
a list of nominees for Delegates, the President-Elect, the Executive
Vice President, and such other Officers as may be specified in the
Bylaws to be elected by the voting members for the coming term.
Submission may be by notice in an FSF publication which goes to all
voting members.

2. The method of making nominations and the schedule for elections
shall be specified in the Bylaws.

3. Nominations by petition for the Officers named in section 1 of this
article may be made by letter to the Board of Directors, setting forth
the name of the proposed candidate and the office for which the
candidate is desired to be nominated.  The require number of
signatures on such petition and the date of receipt shall be specified
in the Bylaws.

4. The Bylaws shall specify the annual closing date for the list of
voting members entitled to vote, and shall specify the date by which the
ballots are to be mailed.

5. For elective offices of the FSF other than those named in section 1
of this article, methods of nomination and election, including
alternate means of nomination by individual voting members, shall be
specified in the Bylaws.


Article XIII - MANAGEMENT

1. The President shall be the principle Officer of the FSF and shall
preside at meetings of the Assembly, at meetings of the Board of
Directors, and at meetings of any other bodies as may be specified in
the Bylaws, at which the President may be present.  The President
shall be an ex-officio member of every committee.  The President may
visit groups of FSF members and promote the objectives of the FSF.

2. The President-Elect shall perform such tasks as are Delegated by
the President or as may be specified in the Bylaws.

3. In the absence of the President, the Executive Vice President shall
preside, and shall perform such tasks as are Delegated by the President
or as may be specified in the Bylaws.

4. The Secretary, under the direction of the Board of Directors, shall
have general supervision of the keeping of records of meetings,
activities, membership, and any other records required by law, and
shall be responsible for arrangements for all meetings of the Board of
Directors, the Assembly, and all other principle meetings of the FSF.

5. The Treasurer, under the direction of the Board of Directors, shall
have general supervision of the fiscal affairs of the FSF, and shall
be responsible for the keeping of records thereof.

6. All funds received by the FSF shall be deposited in a depository
approved by the Board of Directors in an account requiring the
signatures of at least two of the Corporate Officers for withdrawal,
who shall be bonded.  The Board of Directors shall designate those
coprorate Officers authorized to execute such withdrawals.

7. The number of Directors required to constitute a quorum at meetings
of the Board of Directors shall be stated in the Bylaws.

8. The number of Delegates required to constitute a quorum at meetings
of the Assembly shall be stated in the Bylaws.

9. The Chairman of the Board of Directors shall have no vote on the
Board unless the votes of the other Directors present are equally
divided.

10. The Chairman of the Assembly shall have no vote on the Assembly
unless the votes of the other Delegates present are equally divided.

11. The fiscal year of the FSF shall be defined in the Bylaws.


Article XIV - AMENDMENTS

1. Amendments to this constitution shall be made by ballot of the
voting members.  They may be proposed by the Board of Directors or by
petition.  A resolution adopted by vote of at least two thirds of
those present at a regularly constituted meeting of the Board of
Directors is necessary to place a proposed amendment on the ballot.
A petition must be signed by at least a fraction of the voting
membership specified in the Bylaws.  A copy such proposed amendment or
amendments, if lawful, shall be mailed with a ballot to each voting
member at least sixty days before the date designated for counting the
ballots.  Balloting shall be in accordance with the Bylaws.

2. A vote of at least two thirds of all ballots cast, provided the
total number of those voting is not less than twenty percent of the
total number of voting members, in favor of an amendment, is necessary
for adoption.  Voting members shall be notified as soon as practicable
by notice in a publication going to all voting members.

3. Amendments to this constitution shall take effect thirty days after
adoption, but if by amendment Officers and Officers-Elect are changed
in status, or the number of Directors is reduced, each Officer and
each Director shall continue to serve until the term expires.

