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USENIX Association Bylaws

Updated per April 2019 Amendments

Table of Contents

Article 1: Nonprofit Purpose
Article 2: Definitions
Article 3: Membership
Article 4: Directors
Article 5: Officers
Article 6: Committees
Article 7: Election of Officers and Directors
   Article 8: Annual Membership Meeting
Article 9: Voting
Article 10: Contract, Checks, Drafts, Bank Accounts, etc
Article 11: Books and Records
Article 12: Seal
Article 13: Amendments of Bylaws
Article 14: Compensation for Officers and Directors

ARTICLE 1: NONPROFIT PURPOSE

1.1. Tax Exempt Status

The Association is not-for-profit and shall be operated exclusively for charitable purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code of 1986, or the corresponding provision or provisions of any subsequent United States Internal Revenue law or laws (the “Code”).

1.2. General Purpose and Objectives

The purpose and objective of the Association is to foster the development, free exchange and communication of information and ideas pertaining to computer systems.

1.3. Specific Purpose and Objectives

To achieve its purposes, the Association may:

1.3.1. Programs

Conduct general meetings, discussion groups, conferences, symposia, workshops. summits and other similar programs concerned with the development, exchange, and communication of research and technological information, and ideas pertaining to advanced computing systems and tools.

1.3.2. Publications

Publish through its publications the results of its members' investigations and other information relevant to the purposes of the Association.

1.3.3. Other Activities

Establish and promote other activities consistent with its purpose for the benefit of its members.

ARTICLE 2: DEFINITIONS

2.1. Defined Terms

As used herein, the following terms shall have the meanings set forth below:

2.1.1. The Association

USENIX Association, a Delaware nonprofit, non-stock corporation.

2.1.2. Policies Document

The USENIX Association Policies Document containing policies promulgated by the Board of Directors from time to time.

2.1.3. Voting Member

Any member who has been granted voting rights as set forth in the Policies Document.

ARTICLE 3: MEMBERSHIP

3.1. Classes of Membership

Classes of voting and non-voting membership are provided as outlined in the Policies Document. No voting member shall be deprived of the right to vote on matters submitted to a vote of the membership.

3.2. Application for Membership

An organization or person desiring to become a member shall submit an application for membership to the Association. The completed application shall provide such information as shall be set forth in the Policies Document.

3.3. Qualification as Member

The Board of Directors shall establish procedures for acceptance of each membership application as set forth in the Policies Document.

3.4. Obligations of all Members

Each member shall abide by the Bylaws and the rules and regulations of the Association as set forth in the Policies Document.

3.5. Grounds for Loss of Membership

A member shall lose their membership as set forth in the Policies Document.

3.6. Appeal

A member may appeal a loss of membership as set forth in the Policies Document.

3.7. Withdrawal

A member may voluntarily terminate membership at any time by giving written notification to the Association.

3.8. Rights of Members

Only a Voting Member shall be eligible to be a Member of the Board of Directors.

3.9. Membership Dues

The schedule and amount of dues to be paid by members of the Association shall be set by the Board of Directors.

ARTICLE 4: DIRECTORS

4.1. Powers

All corporate powers shall be exercised by the Board of Directors, except as otherwise expressly provided to others by the Certificate of Incorporation or by these Bylaws. Among such powers are:

4.1.1. Corporate Policy

The Board of Directors shall, as appropriate, develop, maintain, implement, and modify a set of policies set forth in the Policies Document.

4.1.2. Decisions of Members

The Board of Directors shall interpret and implement the decisions of the members as provided by these Bylaws.

4.1.3. Budget

The Board of Directors shall approve the Association's annual budget and engage an accounting firm to audit the Association's financial records and to prepare all necessary tax and information returns and financial statements.

4.1.4. Overseeing the Executive Director

The Board of Directors shall supervise the Executive Director in the implementation of Board policy and decisions.

4.2. Number, Term of Office, and Qualification

4.2.1. Number

The Association shall elect eight directors, including the President, Vice President, Secretary and Treasurer. Directors may not be elected to more than four terms in succession. Only a voting member shall be eligible to be a member of the Board of Directors.

4.2.2. Term

The term of each elected director or officer shall begin at the conclusion of the first regularly scheduled in-person meeting following the election, or on July 1st, whichever comes earlier, and the term of each such director or officer shall end at the conclusion of the first regularly scheduled in-person meeting following the next election or June 30th of that year, respectively. The term of any elected director or officer may be terminated by the membership at any time, with or without cause, by an affirmative vote of 2/3 of the votes cast by members entitled to vote, presuming a quorum exists, but in no case shall an elected director or officer be removed unless 1/3 of the total membership entitled to vote casts votes in favor of the removal.

Alternatively, an elected director or officer may be removed with or without cause by the vote of 3/4 of the directors then in office.

4.3. Resignations

Any director or officer may resign at any time by providing written notice of resignation to the Board of Directors or the President or the Secretary of the Association. Such resignation shall take effect at the time specified. The acceptance of such resignation shall not be necessary to make it effective.

4.4. Regular and Special Meetings

Regular meetings of the Board of Directors shall be held at such times and such places as may be fixed from time to time by resolution of the Board of Directors. Any director may call a special meeting of the Board of Directors with 48 hours prior written notice. Regular and special meetings need not be attended in person provided that each director is given the opportunity to fully participate. Directors may participate in a meeting of the Board of Directors by means of conference telephone or by other means by which all directors participating are able to simultaneously hear each other during the meeting, and such participation shall constitute presence in person at the meeting.

4.5. Notice of Board of Directors Meetings

A notice of each regular meeting shall not be required. Notice of special meetings shall be in writing or by other means as set forth in the Policies Document. Any notice of a special meeting shall be sent to each director and shall comply with the provision regarding notice as set forth in the Policies Document.

4.6. Waiver of Notice

Any meeting of the Board of Directors and any action otherwise properly taken shall be valid if notice of the time, place and purposes of such meeting is waived in writing or by other means as set forth in the Policies Document before, at, or after such meeting by all directors to whom timely notices were not sent as provided in these Bylaws.

4.7. Action Without Meeting

Any action required or permitted to be taken at any meeting of the directors (or committee) may be taken without a meeting if all the directors (or committee members) consent to the action in writing and the written consents are filed with the records of the meetings of the directors (or committee).

4.8. Quorum

Four directors in office, personally present, or fully participating, shall constitute a quorum for meetings of the Board of Directors. Should there be no quorum, a smaller number may adjourn any such meeting to a later date. Notice of the resumption of such adjourned meeting shall be by resolution prior to adjournment, or, if not by such resolution, then by subsequent written notice to all directors which is in compliance with the requirements for timing of notices as set forth in the Policies Document.

When there is a quorum, but neither the President nor the Vice President is present, the duties of the President shall be executed by the Secretary or the Treasurer, in that order. When there is a quorum, but no officer is present, the directors present shall appoint one such director to act as chairperson of, and preside at, such meeting.

4.9. Action by Majority Vote

The vote of a majority of the directors present or fully participating in a meeting at which a quorum is present shall be an act of the Board of Directors.

4.10. Vacancies

The Board of Directors shall fill vacancies in any office or on the Board of Directors for the unexpired term of the previous holder of such office or seat on the Board of Directors by a majority vote of the remaining directors, even if no quorum is possible. Any officer or director so elected shall be subject to removal as set forth in Section 4.2.2, but the Board of Directors shall not have any power to reelect any officer or director who may have been removed by the members. If there is a vacancy in the office of the President, the Vice President shall assume that office and the Board of Directors shall fill the vacated office of Vice President.

4.11. Submission of Matter to Vote of the Members

The Board of Directors may submit any matter to a vote of the members, in accordance with Article 9, when required or deemed advisable or desirable by the Board of Directors. The membership vote shall be binding upon the Board of Directors only if at least 1/3 of all members entitled to vote upon the issue shall vote, which shall be considered a quorum for votes of the voting membership. If less than 1/3 of voting members vote on a matter, the matter may then be decided by the Board of Directors.

ARTICLE 5: OFFICERS

5.1. Officers

The officers of the Association shall be a President, a Vice President, a Secretary, a Treasurer, and an Executive Director, each to have such duties or functions as are provided in these Bylaws or as the Board of Directors may from time to time determine. No person may hold or be nominated for more than one office at the same time.

5.2. Nomination, Elections and Term

Nominations and elections of the officers shall be in accordance with Article 7. The term of officers, with the exception of the Executive Director, shall be the same as those of directors, as defined in Section 4.2.2; the Executive Director shall hold office for so long as that individual is employed by the Association as its Executive Director.

5.3. Resignations

Any officer may resign at any time by providing written notice of resignation to the Board of Directors or the President or the Secretary of the Association. Such resignation, which automatically also includes resignation from the Board of Directors (for those officers who are also directors), shall take effect at the time specified. The acceptance of such resignation shall not be necessary to make it effective.

5.4. Vacancies

A vacancy in any office caused by death, resignation, removal, disqualification, or other cause shall be filled in accordance with Section 4.10 for the unexpired portion of the term by the Board of Directors at any regular or special meeting.

5.5. President

The President shall be the chief elected officer of the Corporation and shall have general supervision over the affairs of the Association, subject, however, to the overall strategic control and direction of the Board of Directors. The President shall, if present, preside at all annual meetings of the membership, and at all regular and special meetings of the Board of Directors. In general, the President shall perform all the duties incident to the office of the chief elected officer of a corporation and such other duties as are provided for in these Bylaws, the Policies Document, and as from time to time may be assigned to this office by the Board of Directors.

5.6. Vice President

At the request of the President or of the Board, the Vice President shall perform all the duties of the President and in so acting, shall have all the powers of and be subject to all the restrictions upon the President. The Vice President shall perform such other duties as may from time to time be assigned to this office by the President or by the Board of Directors.

5.7. Secretary

The Secretary shall act as Secretary of all meetings of the Board of Directors, and of the members of the Corporation, and shall cause minutes to be kept in the proper book or books to be provided for that purpose; cause all notices required to be given by the Corporation to be duly given and served; have charge of the other books, records and papers of the Corporation; cause the reports, statements and other documents required by law to be properly kept and filed; cause a current list of members to be maintained; arrange for the processing of membership applications; and, in general, perform all the duties incident to the office of Secretary and such other duties as may from time to time be assigned to this office by the Board of Directors or by the President.

5.8. Treasurer

The Treasurer shall supervise the collection of and accounting for all monies received and expended for the use of the Association and the depositing or investing of sums received by the Association in the name of the Association according to the Fiscal Procedure Policy as set forth in the Policies Document.

5.9. Executive Director

The Executive Director shall be charged with overseeing, supervising and administering the day-to-day management of the Corporation, including the oversight of other agents, employees and contractors, resource development, and representing the Corporation publicly. The Executive Director, as well as any other officer(s) or agent(s) authorized by the Board of Directors, may sign any deeds, bonds, mortgages, or other instruments and enter into agreements necessary to carry out the missions and programs of the Corporation, except where these Bylaws or policies adopted by the Board require the signature of some other officer(s) or agent(s) of the Corporation or otherwise impose additional conditions or restrictions. The Executive Director shall perform all other duties customary to that office and such other duties as may from time to time be assigned to him/her by the Board of Directors or by the President. The Executive Director is an officer, but not a member of the Board of Directors.

ARTICLE 6: COMMITTEES

6.1. Committees

By a majority vote, the Board of Directors may from time to time create or terminate standing and ad hoc committees; determine the names of such committees and the qualification of the members of such committees; delegate the powers and duties of the Board of Directors to such other committees, and/or to members of the staff, and, to such extent, may otherwise determine such powers and duties. The Board of Directors may elect the members of such committees or may authorize the President and/or any other officer or officers to select the members of any such committee. Notwithstanding the above, no committee shall be empowered to exercise the authority of the Board of Directors unless it is comprised solely of directors.

ARTICLE 7: ELECTION OF OFFICERS AND DIRECTORS

7.1. Nominations

The Board of Directors shall appoint a nominating committee comprised solely of voting members of the Association in advance of each election of officers and directors. If a member of the committee becomes a candidate in the election, that member must step down from the committee. This committee shall select a slate of at least eight recommended candidates, such seats which include the officers. All of the candidates put forth by the nominating committee shall appear on the election ballot for the voting members.

In addition to the nominating committee’s selections, other nominations may be submitted in writing to the nominating committee by voting members not later than 10 weeks preceding the Due Date as defined herein below. To be considered by the nominating committee, all such additional nomination submissions must bear the signature of at least 2% of the then-current voting members of the Association. The nominating committee may reject such nominations only if the nominating committee determines, in its sole and reasonable discretion, that such nominee is unqualified to serve. If such a nomination is rejected by the nominating committee, such nominee shall have a right of appeal to the Board of Directors, which shall apply the same standard and whose decision shall be final.

The “Due Date” shall be the date by which all ballots for the election of directors and officers of the Association must be received by the voting members, as determined by the staff.

7.2. Elections

Elections for officers and directors shall take place every two years no later than April 1st. The date for such elections and all procedures related thereto shall be set forth in the Bylaws and the Policies Document. The officers and directors shall be elected by a plurality of the votes cast by the voting members.

ARTICLE 8: ANNUAL MEMBERSHIP MEETING

8.1. Date of Meeting

The date of the annual Association membership meeting shall be established by the Board of Directors. At least one month in advance of the meeting date, the Board of Directors will notify the members of the date and time of the annual meeting.

ARTICLE 9: VOTING

9.1. Voting

All voting by the members shall be conducted by procedures set forth in the Policies Document. Procedures shall include acceptable methods for notifying all members of a ballot, opening a ballot for voting, and closing a ballot to further voting. The time between opening and closing a ballot shall be at least 30 days. Balloting shall be considered to be open as specified in the notification.

9.2. Eligibility

Every voting member of record as of the opening date of a ballot shall be entitled to one vote.

9.3. Authentication of Ballots

Procedures to authenticate the ballots shall be set forth in the Policies Document.

ARTICLE 10: CONTRACTS, CHECKS, DRAFTS, BANK ACCOUNTS, ETC.

10.1. Execution of Contracts and Payment of Expenses

The Board of Directors may, from time to time, by resolution and except as otherwise provided in these Bylaws, delegate its authority to enter into contracts and pay expenses of the Association to one or more directors, officers and/or employees of the Association, as it deems prudent.

10.2. Checks, Drafts, etc.

All checks, drafts and other orders for payment of money out of the funds of the Association shall be signed in conformance with the resolution described in 10.1 above.

10.3. Deposits

The funds of the Association not otherwise employed shall be deposited or invested from time to time to the order of the Association as set forth in the Policies Document.

ARTICLE 11: BOOKS AND RECORDS

11.1. Books and Records

The books and records of the Association shall be preserved and maintained pursuant to the applicable requirements of the Delaware General Corporation Law and other applicable federal, state and local laws and regulations.

ARTICLE 12: SEAL

12.1. Seal

The Board of Directors may but need not provide a corporate seal which shall be in the form of a circle and shall bear the full name of the Corporation and the year of its incorporation.

ARTICLE 13: AMENDMENTS OF BYLAWS

13.1. Amendments by Members

These Bylaws, or any one or more of the provisions thereof, may be amended by changing, altering, suspending, supplementing or repealing the same, by an affirmative vote of 2/3 of the votes cast by members entitled to vote and who shall have voted, but only in accordance with a proposed amendment duly published at least thirty days prior to the opening date of the ballot. In no case shall an amendment by members be carried by a vote of less than 1/3 of total membership entitled to vote. Voting shall be conducted in accordance with Article 9.

13.2. Amendments by Directors

These Bylaws or any one or more of the provisions thereof may, except for this article, also be amended by changing, altering, suspending, supplementing or repealing the same; by the Board of Directors at any duly constituted regular or special meeting of the Board of Directors. Such an amendment shall require an affirmative vote by at least two-thirds of the entire Board of Directors. Any amendment of these Bylaws by the Board of Directors shall at all times be subject to rescission by the members. The Board of Directors shall not have any power to readopt any amendment which may have been rescinded by the members. When the Board of Directors proposes a change to the Bylaws, written notice of the proposed change, including the vote, the proposed change, and pertinent reasons for the change must be distributed by the Secretary to the members by first class mail. Negative responses to the proposed change from the members shall be directed to the Secretary. Thirty calendar days after the mailing the Secretary will tabulate the responses from members, and the amendment will take effect if fewer than 25 percent of the members, of mailing record date, have objected. If 25 percent or more object, the amendment shall not take effect until the members have voted on rescinding the bylaw. The vote to rescind shall be in accordance with section 13.1.

ARTICLE 14: COMPENSATION OF OFFICERS AND DIRECTORS

14.1. Compensation of Officers and Directors

No part of the income of the Association shall inure to the benefit of any member, director, or officer of the Association, or any private individual (except that reasonable compensation may be paid for services rendered to or for the Association), and no member, director, or officer of the Association or any private individual shall be entitled to share in the distribution of any of the assets on dissolution of the Association.