Bylaws

Article I: Purposes and Non-Profit Status

The Open Source Geospatial Foundation (the “Foundation”) is organized exclusively to establish and support a diverse open source community to foster the development, advancement and promotion of open geospatial software technology and data.

The Foundation shall be operated in a manner consistent with maintaining its status as a not-for-profit corporation under Delaware law. Software development managed by the Foundation shall be released under a software license that is designated by the Open Source Initiative (OSI) as an approved open source license.

Article II: Offices and Registered Agents

The Foundation shall continuously maintain in the State of Delaware a registered office and a registered agent whose business office is identical with such registered office as required by the Delaware General Corporation Law. The Foundation shall maintain its principal offices at a location designated by the Board of Directors either within or outside the State of Delaware.

Article III: Board of Directors

Section 3.1: Powers

The Board of Directors (the “Board”) shall be responsible for the overall policy and direction of the Foundation, and may delegate responsibility for the day-to-day operations to staff and/or volunteers.

Section 3.2: Number

The Board shall consist of not less than five (5) nor more than nine (9) Directors.

Section 3.3: Compensation

Directors shall not be compensated for their services as Directors; however, Directors may be reimbursed for meeting expenses as determined by resolution of the Board.

Section 3.4: Selection Criteria

Board members shall be selected with attention to diversity of interests, technical expertise, and commitment to open source principles.

Section 3.5: Term

Directors shall serve until the next annual meeting of members and until their successors are duly elected and qualified.

Article IV: Board Meetings

Section 4.1: Regular Meetings

The Board shall hold a regular meeting following the annual meeting of members. Additional regular meetings may be held at times designated by the Board.

Section 4.2: Special Meetings

Special meetings of the Board may be called by the Chair of the Board, the President, or any two Directors.

Section 4.3: Notice

Notice of the annual meeting shall be given not less than ten (10) days prior to the meeting. Notice of regular and special meetings shall be given not less than five (5) days prior to the meeting.

Section 4.4: Electronic Participation

Members of the Board may participate in meetings by means of conference telephone, video conference, or similar communications equipment, provided all persons participating can hear each other.

Article V: Officers

Section 5.1: Designation

The officers of the Foundation shall be Chair of the Board, President, Secretary, and Treasurer. Officers shall be appointed by the Board.

Section 5.2: Term

Officers shall serve for terms of two (2) years, or until their successors are appointed, at the discretion of the Board.

Section 5.3: Chair of the Board

The Chair shall preside at all meetings of the Board and shall have such other duties as may be prescribed by the Board.

Section 5.4: President

The President shall be the chief executive officer of the Foundation and shall have general supervision over the business and operations of the Foundation.

Section 5.5: Secretary

The Secretary shall be responsible for keeping the minutes of meetings, providing notice of meetings, and maintaining the corporate records.

Section 5.6: Treasurer

The Treasurer shall be responsible for maintaining the financial records of the Foundation and providing financial reports to the Board.

Article VI: Project Steering Committees

The Board may establish Project Steering Committees to manage specific open source projects under the direction of the Board. Each committee shall consist of at least one Director or Officer and such other qualified individuals as determined appropriate. Project Steering Committees shall not have authority to act on behalf of the Board.

Article VII: Members

Section 7.1: Initial Members

The initial membership of the Foundation shall be capped at forty-five (45) members, who shall be admitted by vote of the Board.

Section 7.2: Subsequent Members

After the initial membership is established, new members shall be nominated by existing members and admitted by vote of the membership.

Section 7.3: Voting Rights

Members shall have the right to vote on election of Directors and on such other matters as may be submitted to the membership.

Section 7.4: Emeritus Status

Members may be granted emeritus status, which suspends voting privileges while recognizing past contributions.

Section 7.5: Termination

Membership shall be automatically terminated for any member who misses three (3) consecutive annual meetings without excuse acceptable to the Board.

Section 7.6: Associate Members

The Board may establish a class of associate members without voting rights.

Article VIII: Member Meetings

Section 8.1: Annual Meeting

An annual meeting of members shall be held at a time designated by the Board for the purpose of electing Directors.

Section 8.2: Special Meetings

Special meetings of members may be called by the Board, the President, or upon written request of ten percent (10%) of the members.

Section 8.3: Quorum

A quorum for any meeting of members shall consist of a majority of the members entitled to vote.

Section 8.4: Voting

Each member shall be entitled to one vote. Cumulative voting shall be permitted for election of Directors.

Section 8.5: Remote Participation

The Board may authorize remote participation in member meetings through electronic means.

Article IX: Books and Records

The Foundation shall maintain complete and accurate books and records of account, minutes of proceedings of meetings, and a record of all members with their contact information. Members may inspect records for proper purposes upon reasonable request.

Article X: Corporate Seal

The corporation shall have an official seal bearing the name of the organization.

Article XI: Amendment Process

These Bylaws may be altered, amended, or repealed by the Board or by the members, provided that notice of the proposed amendment is given to all members at least fifteen (15) days prior to the meeting at which the amendment is to be considered.

Article XII: Director Liability Limits

A director of the corporation shall not be personally liable to the corporation or its members for monetary damages for breach of fiduciary duty as a director, except for liability:

1. For any breach of the director’s duty of loyalty to the corporation or its members
2. For acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law
3. Under applicable Delaware law

Article XIII: Indemnification

Section 13.1: Indemnification of Directors and Officers

The Foundation shall indemnify any person who was or is a party to any legal action by reason of the fact that such person is or was a Director or Officer of the Foundation, against expenses, judgments, fines, and amounts paid in settlement actually and reasonably incurred.

Section 13.2: Advance of Expenses

Expenses incurred in defending any action may be paid by the Foundation in advance of the final disposition of such action, upon receipt of an undertaking to repay such amount if the person is ultimately found not to be entitled to indemnification.

Section 13.3: Insurance

The Foundation may purchase and maintain insurance on behalf of Directors and Officers.

Article XIV: Fiscal Matters

Section 14.1: Fiscal Year

The fiscal year of the Foundation shall be determined by resolution of the Board.

Section 14.2: Contracts

The Board may authorize officers or agents to enter into contracts on behalf of the Foundation.

Section 14.3: Loans

No loans shall be contracted on behalf of the Foundation unless authorized by the Board.

Section 14.4: Checks and Drafts

All checks, drafts, and orders for payment of money shall be signed by such officers or agents as designated by the Board.

Section 14.5: Deposits

All funds of the Foundation shall be deposited to the credit of the Foundation in such banks or other depositories as the Board may select.

Section 14.6: Audits

The accounts of the Foundation shall be audited annually by a certified public accountant.