
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 shall achieve its goal primarily through
distribution of portable integrated operating system software and
application software that the public is free to exchange, and
secondarily through distribution of any other software or information,
free for the public to exchange, that the Foundation may consider worthy.

3. The Foundation shall develop and maintain software to distribute.
The Foundation may also obtain the right to distribute existing
software, by any lawful means available to it.

4. The Foundation shall serve as a professional association of
individuals and organizations supporting its principles.

5. The Foundation shall solicit donations of funds, and of goods and
services useful to its operations, including donations of rights to
distribute software.

6. All information distributed by the Foundation shall carry explicit permission
for subsequent copying and redistribution by the public.

7. All software distributed by the Foundation shall be available to
the public in the form of source code, as well as any other form the
Foundation may choose to offer.  Permission shall explicitly be
granted for modification of any software distributed by the
Foundation, unless the Foundation is unable to secure the rights to
permit this.

8. The price of any information distributed by the Foundation shall be
determined primarily by the cost of distribution media, duplication,
shipping and handling.

9. The Foundation's other activities, aside from distribution, shall
be funded primarily by membership dues, charitable contributions and
service fees.

10. 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.

11. 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.

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

13. 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 its operations shall be
governed by the not-for-profit corporation laws of that State.  Most
of the software development activities of the Foundation shall be
conducted in the United States.


Article II - BYLAWS

1. Bylaws shall be 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 establishment 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.

[Who elects the directors?  How often?  How long does a director serve?]


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.  The President of the FSF shall preside.

2. The number of Directors shall be not less than nine and not more
than fifty.

3. 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.

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

[Should officers be elected every year?
 Should they be elected by the board of directors or by the members?]

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

2. The President, the Executive Vice President, and such other
officers as may be specified by the Bylaws, shall be elected by the
voting members.  Those elected by the voting members, by virtue of
such election, shall serve as Directors.  Other Officers shall be
appointed by the Board of Directors and such appointment will not make
the Officer a Director.

3. 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.

[This may want to be changed]
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
[Should board of directors have a specified size?
 Or should it have however many directors we find useful to have?]
[Who should elect new directors--the members, or the board?]
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 President, 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 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.

2. 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.

3. 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 and all other principle meetings of the FSF.

4. 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.

5. 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.

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

7. 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.

8. 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.

