Version 2.1 August 17, 1992 The By-Laws of EFF-Austin I. Introduction These are the by-laws of EFF-Austin, a non-profit organization incorporated under the laws of the State of Texas. These by-laws are adopted by the Board of Directors, under the authority of the Articles of Incorporation of EFF-Austin, and pursuant to the goals, powers and limitations set out therein. EFF-Austin shall from time to time informally conduct activities and correspond with others under the name "Electronic Frontier Foundation -- Austin Chapter" to signify its relationship with its parent national organization: The Electronic Frontier Foundation. II. Boards, Officers and Members A. Board of Directors Section (1) -- General Powers The business and affairs of the Corporation shall be managed by its Board of Directors (the Board). Section (2) -- Number, & Tenure of Directors The number of seats on the Board shall be 9. Each director shall hold office until a majority of the Board votes to replace the director, or until the director resigns. A seat on the board is to be considered vacant if the director holding the seat is absent from 2 consecutive meetings as described in section (3) below. Section (3) -- Regular Meetings A regular meeting of the Board shall be held, without other notice than this by-law, on the second Tuesday of each month, at a place to be determined by the Board. The Board may provide, by resolution, the time and the place for additional regular meetings without notice other than such resolution. Section (4) -- Special Meetings Special meetings of the Board shall be called by the Secretary at the request of any 2 directors. The Secretary may fix any place, within or without the city of Austin, Texas, as a place for holding any special meeting of the Board called by them. Section (5) -- Notice Notice of any special meeting shall be given at least two days previously thereto by written notice, telephone call, or electronic means to each director at his business or home address or telephone number. The Board shall define a procedure which, if followed, will be deemed to provide a board member with constructive notice of special meetings. Section (6) -- Quorum A majority of the number of current directors shall constitute a quorum for the transaction of business at any meeting of the board of directors. Section (7) -- Manner of Acting The act of the majority of current directors at a meeting at which a quorum is present shall be the act of the Board. Section (8) -- Action Without A Meeting Any action required or permitted to be taken by the Board at a meeting may be taken without a meeting if consent in writing, setting forth the action so taken, shall be signed by all of the directors. Section (9) -- Telephone Meetings Any or all of the directors may participate in a meeting of the Board by means of a conference telephone or similar communications equipment by means which all persons in the meeting can communicate with each other at the same time; and participation by such means shall constitute presence in person at any such meeting. Section (10) -- Vacancies Any vacancies occurring on the Board may be filled by an affirmative vote of a majority of the remaining directors though less than a quorum of the Board. A director so elected shall immediately replace his predecessor. Section (11) -- Presumption of Assent A director of the Corporation who is present at a meeting of the Board at which action on any matter is taken, shall be presumed to have assented to the action unless his dissent is entered in the minutes of the meeting or unless he shall file his written dissent to such action with the person acting as the Secretary of the meeting before the approval of the minutes thereof. B. Officers The Board shall elect a President, Vice President, Secretary and Treasurer whose duties will be determined by the Board. The Board may appoint assistants to these officers or create new positions as seen fit. Officers, assistants, and any others appointed by the board shall serve until such time as they resign, or are replaced or removed by the Board. C. Advisory Board Section (1) -- Appointment The Board of Directors from time to time shall appoint individuals to an Advisory Board, providing such individuals have consented to said appointment. Section (2) -- Nature and Tenure The Advisory Board shall act in accordance with guidelines provided by the Board of Directors. Advisory Board members shall serve on the Advisory Board at the discretion of the Board of Directors, until such time as they may be replaced or removed. D. Members The Board shall set any and all membership requirement including, but not limited to: fees, dues, residency and any other requirements except for those in violation of (E) below. A membership shall last until the end of the month one year following the month a membership is accepted. E. Non-discrimination policy Under no circumstances shall the following criteria be used to limit or favor membership, appointment to the Board or Advisory Board, or to affect any other decision making process: An individual's race, sex, religious affiliation, national origin, or sexual preference. III. Contractual Obligations All deeds, leases, transfers, contracts, bonds, notes and other obligations (including checks) authorized on behalf of the corporation shall be signed by two of the four officers appointed in accordance with these bylaws. IV. Fiscal Year The fiscal year of EFF-Austin shall begin on the first day of January and end on the last day of December. V. Books and Records EFF-Austin shall keep correct and complete books and records of account pursuant to the Texas Non-Profit Corporation Act and any other relevant laws. Any person with a proper purpose in relation to EFF-Austin may, after a written request, inspect and copy the corporation's books and records, and may do so through his attorney or agent. The Board may establish reasonable inspection and copying fees to cover material and labor involved. A member of EFF-Austin can request that a financial audit be performed by an accounting firm of his choice, providing that said member cover all associated costs and fees, and that said member does not subject EFF-Austin to more than one audit per year. VI. Miscellaneous Provisions A. Legal Construction The by-laws shall be construed in accordance with the laws of the State of Texas. All reference in the bylaws to statutes, regulations, or other sources of legal authority shall refer to the authorities cited, or their successors, as they may be amended from time to time. B. Headings The headings used in the by-laws are used for convenience and shall not be considered in construing the terms of the by-laws. C. Gender Wherever the context requires, all words in the by-laws in the male gender shall be deemed to include the female or neuter gender, all singular words shall include the plural, and all plural words shall include the singular. VII. Bylaw Revision These bylaws may be altered, amended or repealed and new by-laws may be adopted by the Board at any regular or special meeting. CERTIFICATE OF SECRETARY I certify that I am the duly elected and acting secretary of EFF- Austin and that the foregoing By-laws constitute the by-laws of the Corporation. These by-laws were duly adopted at a meeting of the Board of Directors held on __________________, 1992. Dated: _________________, 1992 ___________________________ Steve Jackson Secretary EFF-Austin