article 1

The name of this Organization shall be Organization for Ethical Source NFP (“the Organization”).


article 2

The Organization shall pursue the following aim: To promote ethical practices and outcomes in free and open source software and other digital commons. The purposes of the Organization shall also be as stated in its Certificate of Incorporation. The Organization shall have the power, directly or indirectly, alone or in conjunction or cooperation with others, to do any and all lawful acts which may be necessary or convenient to affect the charitable purposes for which the Organization is organized, and to aid or assist other organizations or persons whose activities further accomplish, foster, or attain such purposes. The powers of the Organization may include, but not be limited to, the acceptance of contributions from the public and private sectors, whether financial or in- kind contributions. The Organization shall also have such powers as are now or may hereafter be granted by the General Not For Profit Organization Act of the State of Illinois. The Organization shall be of unlimited duration.


article 3

The Organization shall have and continuously maintain in this State a registered office and a registered agent whose office is identical with such registered office, and may have other offices within or without the State of Illinois as the Board of Directors may from time to time determine.


article 4

The Organization’s resources are derived from:

The funds shall be used in accordance with the Organization’s social aims.


article 5

Any natural person or legal entity, with the exception of organizations pursuing commercial goals, may become a member if they have demonstrated their dedication to the goals of the Organization through their commitments or actions, and agree to abide by the Organization’s Code of Conduct.

The Organization comprises:

Active, Emeritus, and Honorary Members, and Supporters must be natural persons.

Requests to become a member must be addressed to the Board. The Board admits new members and informs the General Assembly accordingly.

Membership ceases:

In all cases the membership fee for the current year remains due. Members who have resigned or who are expelled have no rights to any part of the Organization’s assets.

Only the Organization’s assets may be used for obligations/commitments contracted in its name. Members have no personal liability.


article 6

The Organization shall include the following organs:


article 7

The Organization is a membership organization. The General Assembly is the Organization’s supreme authority. It is composed of all the members, regardless of their membership level.

It shall hold an Ordinary Meeting once each year. It may also hold an extraordinary session whenever necessary, at the request of the Board or at least of one-fifth of its members.

The General Assembly shall be considered valid with a quorum of at least one third of voting members.

Members may participate in the General Assembly remotely using electronic means (e.g. videoconferencing).

The Board of Directors shall announce to the members by electronic means the date of the General Assembly at least 30 days in advance. The formal notification of the General Assembly, including the agenda, shall be sent by electronic means to each member at least 10 days prior to the date of the meeting.

article 8

The General Assembly:

article 9

The General Assembly is presided over by the President of the Board of Directors. The President may delegate this responsibility to another Board member.

article 10

Decisions of the General Assembly shall be taken by a majority vote of the voting members present or participating remotely using electronic means.

If the total number of voting members in the Organization, regardless of whether they are present or not, is less than 20, then the Organization will implement a modified consensus based decision making process for all matters the General Assembly is to vote on. In this modified consensus based decision making approach, any voting member will be able to prevent consensus from being reached by voting against taking any action. However, if the Board of Directors unanimously votes in favor of taking the action, they can choose to override the General Assembly only if no more than 2 people prevented the General Assembly from reaching consensus.

If the General Assembly is comprised of more than 20 voting members, then the Organization will utilize a voting system for decision making where any action the General Assembly requires a vote. Unless otherwise specified, in order for a vote to pass, the vote must reach simple majority. In case of deadlock, the President shall have the deciding vote.

Decisions concerning the amendment of the Bylaws and the dissolution of the Organization must be approved by both a two-third majority of the members present or participating remotely, and all of the Founding Members present or participating remotely.

article 11

Votes are by a show of hands. Voting can also take place by secret ballot, if at least one member requests it. Members may vote using electronic means. Members may vote by proxy by giving another Active Member or another member with voting rights the authority to vote on their behalf. The Board must be notified that a proxy will be voting in an Active Member’s place at least 24 hours before a vote is to take place or the General Assembly is to meet. This notification must include the name of the Active Member who will be acting as the proxy.

Elections use a single transferable vote system.

article 12

The agenda of the ordinary annual session of the General Assembly may include:


article 13

The Board of Directors is authorized to carry out all acts that further the purposes of the Organization. It has the most extensive powers to manage the Organization’s day-to-day affairs.

article 14

The Board is composed of at least three (4) and at most seven (7) members elected by the General Assembly. Among the Board, there are 4 officers: President, Vice President, Secretary, and Treasurer.

The membership fees of Board members are waived.

The Board self-constitutes and designates, at a minimum, a President, a Secretary, and a Treasurer.

The term of office is two (2) years, renewable without limitation.

The Board meets as often as the Organization’s business requires. The President, Executive Director, and/or a Board member can also call for a special Board meeting. The President, Executive Director, and/or Board member calling the meeting shall announce to the Board members, by electronic means, the date of any Board meeting at least 5 days in advance.

The Board follows a consensus-seeking decision-making approach and only falls back to voting after all reasonable attempts to address concerns have been exhausted.

Board members shall be elected every two years. When applicable, all Board members must receive, at least, a simple majority of votes in order to be elected.

The nomination and election process shall be developed by the Vice President, presented and voted on by the Board, and, if accepted by the Board, voted on by the General Assembly.

article 15

There shall be one Board position reserved for paid staff, subject to the Organization’s conflict of interest policy. All other Board members work on a voluntary basis and as such can only be reimbursed for their actual expenses and travel costs. Potential attendance fees cannot exceed those paid for official commissions. For activities beyond the usual functions of volunteer Board members, each Board member is eligible for appropriate compensation subject to the conflict of interest policy.

The functions of the Board are:

article 16

The roles of each officer are defined below.


  1. Facilitate meetings of the Board using consensus process;
  2. Prepare the agenda of the Board;
  3. Facilitate meetings of the General Assembly using the appropriate voting mechanisms, as defined in Article 10;
  4. Prepare the agenda of the General Assembly;
  5. Check-signing authority for Board-authorized expenditures;
  6. Be available to the General Assembly for services needed between meetings; and
  7. Assist in maintaining communications between the General Assembly and members of the Board.

Vice President:

  1. Assist the President in Board leadership duties;
  2. Develop, implement, and maintain adequate, fair, and timely election processes for Board of Directors; and
  3. Fulfill the duties of the President in the absence of the President;


  1. Take detailed minutes of each board meeting;
  2. Disseminate board minutes in a timely manner to all Board members and leadership staff; and
  3. Ensure an approved copy of the minutes is kept on file.


  1. Oversee the financial condition of the corporation;
  2. Keep the Board informed of the financial condition of the organization, including any audit or financial review results;
  3. Oversee budget preparation; and
  4. Check-signing authority for Board-authorized expenditures.

article 17

Board members, including officers, may resign at any time by giving written notice to the organization without prejudice to the rights, if any, of the organization under any contract to which the Board member is a party. Any resignation shall take effect at the date of the receipt of the note or any later time specified in the notice, unless otherwise specified in the notice. The acceptance of the resignation shall not be necessary to make it effective.

Any director may be removed by the Board by consensus of the directors then in office, with the exception of the director to be removed, whenever in its judgement the best interests of the organization would be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed.

The Board may designate a director to serve on the Board on an interim basis to fill a vacancy due to a previous director’s resignation or removal. This director will be added only if the remaining members of the Board agree by consensus.


article 18

The Organization is legally bound by the individual signature of the President, Vice President, Secretary, or Treasurer.


article 19

The fiscal year shall begin on 1 January and end on 31 December of each year.


article 20

These Bylaws may be altered, amended or repealed and new Bylaws may be adopted by consensus of the Board present at any regular meeting or special meeting, provided that at least five days’ written notice is given of intention to alter, amend or repeal or to adopt new Bylaws at such meeting.


article 21

Should the Organization be dissolved, the available assets should be transferred to a non-profit organization pursuing public interest goals similar to those of the Organization and likewise benefiting from tax exemption. Under no circumstances should the assets be returned to the founders or members. Nor should they use a part or a total of assets for their own benefit.