Bylaws
of
Tax Code Software Foundation,
Inc.
As Adopted
December 15th
2005
ARTICLE I
Offices
Section 1.1 Registered Office
and Registered Agent. The address of the initial
registered office of Tax Code Software Foundation, Inc. (the "Corporation") in
the State of
Section 1.2 Principal
Office. The principal office of the
Corporation shall be at
Section 1.3 Other
Offices. The
Corporation shall have such offices either within or outside the State of
ARTICLE II
Members
Section 2.1 Admission of
Members. The
initial Members of the Corporation shall be admitted upon the affirmative vote
of the Board of Directors of the Corporation at the initial meeting of the Board
of Directors. The Board of Directors can also admit members at any point during
the first 6 months at a special meeting of The Board of Directors. Thereafter,
to be eligible for membership, a person, corporation, organization, or other
entity must complete a written membership application in such form as shall be
adopted by the Board of Directors from time to time. The substance of such membership
application must be included in a notice to the Members of the meeting at which
such membership application is considered. Members shall be admitted upon the
affirmative vote of a majority of the Members of the Corporation voting.
Applications from prospective new members shall be accepted during the first 10
days of each quarter (i.e., in January, April, July, and October), which
membership applications shall be considered at a meeting of the Members to be
held not more than 14 days after the close of the application period. Emeritus
Members may request reinstatement as Members of the Corporation by completing
and submitting a membership application to the Board of Directors which shall be
considered in the same manner as an application for a new membership. An
applicant for membership may not be admitted if, at the time of application or
consideration, fifteen
percent (15%) of the Members of the Corporation are employed by or represent the
same corporation or organization as that corporation or organization which
employs the applicant or is represented by the applicant.
Membership
is encouraged for Certified Public Accountants, Enrolled Agents, Tax Attorneys,
licensed tax professionals, Government (Treasury and Revenue collection
agencies), and members of the broader computer software and services industry
who support Tax Code Open Source Tax Software.
Section 2.2 Members.
All
Members of the Corporation shall have voting rights in accordance with Article
III of these Bylaws. Dues, assessments and levies shall not be imposed on the
Members of the Corporation as a condition of membership.
Section 2.3 Emeritus
Members. An
Emeritus Member is a former Member whose membership has been suspended and
converted to emeritus status, either voluntarily or by action of the Members. An
Emeritus Member is not considered a Member of the Corporation for purposes of
the General Corporation Law of the State of
Upon the effective date of
conversion of the membership of any Member to Emeritus status, all rights and
obligations of such Member shall cease, including, but not limited to voting
rights. Emeritus Members shall be entitled to attend (but not vote) at meetings
of the Members, and the officers of the Corporation shall attempt, in good
faith, to continue to deliver notices of meetings of the Members of the
Corporation to such Emeritus Members. References in these Bylaws to a "Member"
or to the "Members" of the Corporation shall not include any Emeritus Member
unless explicitly provided otherwise. An Emeritus Member may apply for
membership in the Corporation as set forth in Section 2.1 of these Bylaws.
Section 2.4
Resignation. Members and Emeritus Members may
resign as such by tendering such written resignation to an officer of the
Corporation.
Section 2.5 Removal by
Members. A
Member may be involuntarily removed from membership by an affirmative vote of
two-thirds (2/3) of the Members of the Corporation.
Section 2.6 Automatic
Termination. Members
may have their membership status automatically terminated and their names
removed by the Secretary of the Corporation from all membership records of the
Corporation if they fail to participate in three (3) consecutive meetings of the
Members of the Corporation, held electronically or
otherwise.
Section 2.7 Effect of
Resignation, Removal or Automatic Termination. All rights, including voting
rights, if any, of a Member shall cease on the date of resignation, removal, or
automatic termination of such Member. A former Member may reapply for membership
in accordance with Section 2.1 of these Bylaws.
Section 2.8 Affiliated
Persons. The
Board of Directors may, from time to time, establish classes of persons
affiliated with the Corporation other than Members of the Corporation as defined
in this Article II. Such persons shall not be considered Members of the
Corporation within the meaning of the General Corporation Law of the State of
Section 2.9 Terms of
Membership.
Membership in the Corporation shall be valid for a period of one (1) year,
measured from the date of the Members' meeting at which the member was admitted
or last re-admitted. In order for an individual's membership not to lapse after
12 months, the member must (i) re-apply during the membership application period
that begins 12 months after the application period during which the member last
applied and (ii) be re-admitted in accordance with the procedures defined in
Section 2.1. For the purposes of instituting this policy, members accepted in
2005 shall re-apply in July 2007 and members accepted in 2006 shall re-apply in
October 2007; thereafter, members shall re-apply according to the 12-month rule
(e.g., members accepted in January 2007 shall re-apply in January
2008).
ARTICLE III
Meetings of
Members
Section 3.1 Place of
Meetings.
Meetings of the Members shall be held at the principal office of the Corporation
or any other place (within or outside the State of Florida and within or outside
the United States) designated in the notice of the meeting or may be held by
means of remote communication according to such procedures as are adopted by the
Board of Directors from time to time. Subject to Board of Directors approval and
compliance with applicable law, remote communication may include an electronic
voting system, provided that the system verifies the identity of voters to the
satisfaction of the Secretary.
Section 3.2 Annual
Meetings. A
meeting of the Members shall be held annually at such time as the Board of
Directors may determine, at which annual meeting the Members shall elect a Board
of Directors and transact other proper business as may properly come before
them.
Section 3.3 Special
Meetings.
Special meetings of the Members shall be held when directed by the Chair of the
Board of Directors, or when requested in writing by not less than ten percent
(10%) of all members entitled to vote at the meeting. The call for the meeting
shall be issued by the Secretary, unless the Chair, Board of Directors or
Members requesting the meeting shall designate another person to do
so.
Section 3.4
Notice.
Written notice stating the place, if any, and the means of remote communication
by which Members may participate, and the date and hour of the meeting, shall be
given not less than ten (10) nor more than sixty (60) days before the date of
the meeting by or at the direction of the officer or persons calling the
meeting, to each Member of record entitled to vote at such meeting. Notice shall
be delivered personally, sent by telecopier or facsimile machine, mailed, or
sent via electronic transmission, if the Member has consented to receipt of
notices via electronic transmission.
Section 3.5 Notice of Adjourned
Meetings. When
a meeting is adjourned to another time or place, the Corporation shall not be
required to give any notice of the adjourned meeting if the time and place, if
any, and the means of remote communication for the adjourning meeting are
announced at the meeting at which the adjournment is taken. At the adjourned
meeting, any business may be transacted that might have been transacted at the
original meeting. If, however, the adjournment is for more than thirty (30)
days, or if after the adjournment the Board of Directors fixes a new record date
for the adjourned meeting, a notice of the adjourned meeting shall be given as
provided in Section 3.5 above, to each Member of record on the new record date
entitled to vote at such meeting.
Section 3.6 Waiver of
Notice. Whenever notice is required to be
given to any Member, a waiver thereof in writing, signed by the person or
persons entitled to such notice, whether before or after the time stated
therein, shall be the equivalent to the giving of such notice. Attendance by a
person at a meeting including participation by remote communications shall
constitute a waiver of notice of such meeting, except when the person attends a
meeting or participates by remote communication for the express purpose of
objecting, at the beginning of the meeting, to the transaction of business
because the meeting is not lawfully called or convened. Neither the business to
be transacted at, nor the purpose of any meeting of the Members need be
specified in the written waiver of notice.
Section 3.7 Record Date.
For the purpose of
determining Members entitled to notice of and to vote at any meeting of Members
or any adjournment thereof, or in order to make a determination of Members or
for any other proper purpose, the Board of Directors of the Corporation may, but
need not, fix a date as the record date for any such determination of Members,
which record date, however shall in no event be more than sixty (60) days prior
to any such intended action or meeting.
Section 3.8 Member Quorum. Except as otherwise required by
law, by the Certificate of Incorporation or by these Bylaws, one-third (1/3) of
the Members entitled to vote, represented in person or proxy, including through
remote communication, shall constitute a quorum at a meeting of Members. If a
quorum is present, the affirmative vote of a majority of the Members represented
at the meeting and entitled to vote on the subject matter shall be the act of
the Members, unless the vote of a greater number is required by the General
Corporation Law of the State of Florida or by the Certificate of Incorporation
or by these Bylaws. The Directors shall be elected by the affirmative vote of a
plurality of the votes of the Members present in person or proxy, including
through remote communication, at the meeting and entitled to vote on the
election of Directors.
After a quorum has been established
at a Members' meeting, the subsequent withdrawal of Members, so as to reduce the
number of Members in person or represented by proxy entitled to vote at the
meeting below the number required for a quorum, shall not affect the validity of
any action taken at the meeting or any adjournment thereof.
After a quorum has been established
at a Members' meeting, the subsequent admission of new Members, so as to
increase the number of Members required for a quorum above the number of Members
present in person or proxy, including through remote communication, entitled to
vote at the meeting, shall not affect the validity of any action taken at the
meeting or any adjournment thereof.
If a quorum is not represented at a
meeting, the Members present shall constitute a quorum for the sole purpose of
adjourning such meeting, and the majority of the Members so present may adjourn
the meeting to such date, time and place as they shall announce at the time of
adjournment. Any business that might have been transacted at the adjourned
meeting if a quorum had been present, may be transacted at the meeting held
pursuant to such an adjournment and at which a quorum shall be
represented.
Section 3.9
Voting.
Each current Member of the Corporation (other than Emeritus Members) shall be
entitled to one (1) vote on each matter submitted to a vote at a meeting of the
Members, except as may otherwise be provided in the General Corporation Law of
the State of Florida.
A Member may vote either in person
or by proxy executed in writing, including through remote communication, by the
Member or his or her duly authorized attorney-in-fact. Subject to Board of
Directors approval and compliance with applicable law, remote communication may
include online text conferencing, provided that the conferencing system verifies
the identity of participants to the satisfaction of the
Secretary.
Section 3.10
Proxies.
Every Member entitled to vote at a meeting of Members or to express consent or
dissent to corporate action in writing without a meeting, or a Member's duly
authorized attorney-in-fact, may authorize another person or persons to act for
him/her by proxy.
Every proxy must be signed by the
Member or his or her attorney-in-fact or authorized by electronic transmission.
No proxy shall be valid after three (3) years from its date, unless otherwise
provided in the proxy. All proxies shall be revocable.
Section 3.11 Consent
Action. Any
action required to be taken or which may be taken at a meeting of Members of the
Corporation, may be taken without a meeting, without prior notice and without a
vote, if a written consent setting forth the action so taken shall be signed by
Members having not less than the minimum number of votes that would be necessary
to authorize or take such action at a meeting at which all Members entitled to
vote thereon were present and voted; provided, however, that no written consent
shall be effective unless such consent (i) bears the date of signature by each
Member signing such consent and (ii) is delivered to the Corporation within
sixty (60) days of the date on which the earliest consent was delivered to the
Corporation. A facsimile signature or electronic transmission signature shall
constitute a signature for these purposes, provided that the electronic
transmission was transmitted by the Member or person authorized to act for the
Member and the date of transmission is evident. Prompt notice of the taking of
the corporate action without a meeting by less than unanimous written consent
shall be given to those Members who have not consented in writing. Delivery of a
consent shall be to the principal place of business of the Corporation or to an
officer or agent of the Corporation and shall be personal, sent by facsimile, or
mailed, first class, postage prepaid, or sent via electronic transmission
bearing a date of transmission. The date of delivery for any consent delivered
by facsimile or electronic transmission shall be determined by the method
specified by resolution of the Board of Directors of the
Corporation.
Section 3.12 Matters Submitted
to a Vote. Any
matter that may properly come before the Members may be submitted to the Members
for a vote at an annual or special meeting upon request signed or approved by
not less than five percent (5%) of the Members of the
Corporation.
ARTICLE IV
Board of
Directors
Section 4.1 General
Powers. The
business and affairs of the Corporation shall be managed by or under the
direction of the Board of Directors, which may exercise all such powers of the
Corporation and do all such lawful acts and things as are not by law, by the
Certificate of Incorporation or by these Bylaws either prohibited or
specifically reserved to the Members.
Section 4.2 Qualifications.
Directors may only
be adult natural persons. At least one of the directors elected shall be a
resident of the State of
Each Director shall demonstrate his
or her willingness to accept responsibility for governance and his or her
availability to participate actively in governance activities. Directors shall
be selected to bring a variety of interests and expertise to the Corporation.
Section 4.3
Compensation. Directors shall not receive any
compensation for acting as such, but Directors shall be entitled to reasonable
compensation for services rendered as an employee of the Corporation. The
Corporation shall be entitled to purchase officers' and directors' liability
insurance without violating these Bylaws.
Section 4.4
Number. The
Board of Directors of the Corporation shall be composed of three.
Section 4.5 Election and
Term. Each
person named in the Certificate of Incorporation as a member of the Initial
Board of Directors shall hold office until the first annual meeting of Members
and until his or her successor shall have been elected and qualified or a term
of 5 years, whichever comes first.
At the first annual meeting of
Members and at each annual meeting thereafter, the Members, by the affirmative
vote of a plurality of the votes of the Members present and entitled to vote,
shall elect Directors to hold office until the next succeeding annual meeting.
Each Director shall hold office for the term for which he or she is elected and
until his or her successor shall have been elected and qualified or until his or
her earlier resignation, removal or death.
Section 4.6 Resignation and
Removal of Directors. A Director may resign at any time
upon providing written notice of such resignation to the Corporation. Any
Director or the entire Board of Directors may be removed, with or without cause,
by a vote of the majority of the Members entitled to vote for the election of
Directors or as otherwise provided in the General Corporation Law of the State
of
Section 4.7
Vacancies.
Any vacancy occurring in the Board of Directors, including any vacancy created
by reason of an increase in the authorized number of Directors, may be filled by
the affirmative vote of a majority of the remaining Directors though less than a
quorum of the Board of Directors or by a sole remaining Director. A Director
elected to fill a vacancy shall hold office only until the next election of
Directors by the Members.
ARTICLE V
Meetings of the Board of
Directors
Section 5.1 Place of
Meetings. The
Board of Directors may hold its annual, regular and special meetings at such
places, within or without the State of
Section 5.2 Annual
Meetings. The
Board of Directors shall hold an annual meeting at such time and place as the
Board of Directors shall determine. At each annual meeting, the Board of
Directors shall elect officers and shall conduct such other business as may
properly come before it.
Section 5.3 Regular
Meetings. In
addition to the annual meeting, the Board of Directors shall hold regular
meetings according to a schedule established by the Board of Directors, but not
less frequently than quarterly. At each regular meeting, the Board of Directors
shall conduct such business as may properly come before the
meeting.
Section 5.4 Special
Meetings.
Special meetings of the Board of Directors may be called by: (a) Chief Executive
Officer of the Corporation, (b) Chair of the Board of Directors, or (c) upon
written request of any two (2) or more Directors of the Corporation. A person
entitled to call a special meeting of the Board of Directors may make a written
request to the Secretary to call the meeting. The Secretary shall give written
notice of the meeting in the manner provided below, and the meeting shall be
held between three (3) and fourteen (14) days after receipt of the request to
call a special meeting. If the Secretary fails to give notice of the meeting
within three (3) days from the day on which the request was received by the
Secretary, the person or persons who requested the special meeting may fix the
time and place of meeting, and give notice thereof. If no place is identified,
the meeting shall be held at the Corporation's principal place of
business.
Section 5.5 Notice of
Meeting. Not
less than ten (10) days' written notice of the annual meeting of the Board of
Directors, excluding the day of the meeting, shall be given to all Directors.
Said notice shall include proposed agenda items, but the failure to include an
agenda item in the notice shall not prevent action from being taken with respect
to such item. Notice of a meeting at which an amendment to the Certificate of
Incorporation of the Corporation will be proposed must contain the substance of
the proposed amendment.
Not less than three (3) days'
written notice of a regular or special meeting of the Board of Directors,
excluding the day of the meeting, shall be given to all
Directors.
Notice shall be delivered
personally, sent by telecopier or facsimile machine, or mailed, first class,
postage prepaid, or sent via electronic transmission, if the Director has
consented to receipt via electronic transmission. Whenever written notice to
Directors provides less than five (5) days' prior written notice of the meeting,
excluding the date of the meeting, reasonable effort shall be made to notify
Directors by telephone of the meeting at the time of giving written notice, but
the failure to contact any Director(s) by telephone shall not affect the
validity of the meeting or any action taken at such
meeting.
Section 5.6 Waiver of
Notice. Any Director may waive notice of any meeting of the Board of
Directors in writing before, at or after a meeting. The attendance of a Director
at any meeting shall constitute a waiver of notice of such meeting, unless he or
she objects at the beginning of the meeting to the transaction of business
because the meeting is not lawfully called or convened and does not participate
in the meeting, or objects before a vote on an item of business because the item
may not be lawfully considered at that meeting and does not participate in the
consideration of that item at the meeting. The waiver shall be filed with the
person who has been designated to act as secretary of the meeting, who shall
enter the waiver upon the records of the meeting.
Section 5.7 Quorum and
Voting. The
presence of a majority of the Members of the Board of Directors shall
constitute a quorum for the transaction of business at any meeting of the Board
of Directors, but the Directors present at any meeting, although less than a
quorum, may adjourn the meeting from time to time. If a quorum is present when a
duly called or held meeting is convened, the Directors present may continue to
transact business until adjournment, even though the withdrawal of Directors
originally present leaves less than the proportion or number otherwise required
for a quorum. At any meeting of the Board of Directors, each Director present at
the meeting shall be entitled to cast one (1) vote on any question coming before
the meeting and such voting may not be done by proxy. Except as otherwise provided in these
Bylaws, a vote of the majority of the Directors present at a meeting in which a
quorum is present shall be the act of the Board of
Directors.
Section 5.8 Action Without a
Meeting. Any
action required or permitted to be taken at a meeting of the Board of Directors
or of any committee thereof may be taken without a meeting if all the members of
the Board or committee, as the case may be, consent thereto in writing or by
electronic transmission, and such writing or electronic transmission is filed
with the minutes of the proceedings of the Board or committee. Such consent
shall have the same effect as a unanimous vote of the Board or
committee.
Section 5.9 Meeting by Means of
Electronic Communication. A conference among Directors by a
means of communication through which the Directors may simultaneously hear each
other during the conference constitutes a meeting of the Board of Directors if
the same notice is given of the conference as would be required for a meeting,
and if the number of Directors participating in the conference would be
sufficient to constitute a quorum at the meeting. Participation in a meeting by
this means is personal presence at the meeting. In addition, a Director may
participate in a meeting of the Board of Directors by any means of communication
through which the Director, other Directors participating and all Directors
physically present at the meeting may simultaneously hear each other during the
meeting.
Section 5.10 Rules of
Procedure. The
Board of Directors may adopt or establish rules of procedure for conducting
meetings provided such rules are not inconsistent with the Corporation's
Certificate of Incorporation, these Bylaws or
ARTICLE VI
Officers
Section 6.1 Number and
Qualifications. The officers of the Corporation
shall consist of the following: (a) a Chair, (b) an Executive Director, (c) a
Secretary, and (d) a Treasurer. Officers must be natural persons that the Board
of Directors elects or appoints. Officers need not be Directors of the
Corporation and shall hold office at the discretion of the Board of Directors.
Subject to these Bylaws, the Board of Directors may also elect or appoint one or
more additional officers or assistant officers as it may deem convenient or
necessary. Except as provided in these Bylaws, the Board of Directors shall fix
the powers and duties of all officers.
Section 6.2 Election and
Term. The
officers of the Corporation shall be appointed by the Board of Directors. Such
appointment by the Board of Directors may be made at any regular or special
meeting of the Board. Each officer shall hold office for a period of one year or
until his or her successor is elected and qualified or until his or her earlier
resignation or removal. An individual may hold more than one office of the
Corporation at the same time.
Section 6.3 Resignation, Removal
and Vacancies.
Any officer of the Corporation may resign at any time upon written notice to the
Corporation. Any officer elected or appointed by the Board of Directors shall
hold office at the pleasure of the Board of Directors and may be removed at any
time, with or without cause, by a resolution approved by the affirmative vote of
a majority of the Directors present. Any vacancy in an office of the Corporation
shall be filled by action of the Board of Directors. The removal of any
individual as an officer of the Corporation does not automatically affect such
individual's employee status with the Corporation.
Section 6.4
Compensation. The compensation, if any, of all
officers of the Corporation shall be fixed by the Board of Directors and may be
changed from time to time by a majority vote of the Board of Directors. The fact
that an officer is also a Director of the Corporation shall not preclude such
person from receiving compensation as either a Director or officer, nor shall it
affect the validity of any resolution by the Board of Directors fixing such
compensation. The Executive Director shall have authority to fix the salaries,
if any, of all employees of the Corporation, other than officers elected or
appointed by the Board of Directors.
Section 6.5 Chair of the Board. The Chair of the Board shall
preside at all meetings of the Board of Directors and Members and shall have
such other duties and authority as may be conferred by the Board of Directors.
Section 6.6 Executive
Director.
Unless provided otherwise by a resolution adopted by the Board of Directors, the
Executive Director shall be the Chief Executive Officer of the Corporation and
shall have general and active management of the business and affairs of the
Corporation, subject to the direction of the Board of Directors. In the absence
of the Chair of the Board, the Executive Director shall preside at all meetings
of the Board of Directors and Members. The Executive Director shall see that all
orders and resolutions of the Board of Directors are carried into effect, shall
sign and deliver in the name of the Corporation any deeds, mortgages, bonds,
contracts, or other instruments pertaining to the business of the Corporation,
except in cases in which the authority to sign and deliver is required by law to
be exercised by another person or is expressly delegated by the Certificate of
Incorporation, these Bylaws, or the Board of Directors to some other officer or
agent of the Corporation, may maintain records of and certify proceedings of the
Board of Directors, and shall perform such other duties as may from time to time
be prescribed by the Board of Directors
Section 6.7 Secretary. Unless provided otherwise by a
resolution adopted by the Board of Directors, the Secretary shall keep accurate
records of the acts and proceedings of all meetings of the Members and
Directors. The Secretary shall give all notices required by law and by these
Bylaws. He or she shall mail to all Directors within thirty (30) days after each
meeting copies of all said actions and minutes of said proceedings. In addition,
the Secretary shall have general charge of the corporate books and records and
of the corporate seal, and he or she shall affix, or attest the affixing of, the
corporate seal to any lawfully executed instrument requiring it. The Secretary
shall have general charge of the membership records of the Corporation and shall
keep, at the principal office of the Corporation, a record of the Members
showing the name, address, telephone number, facsimile number and electronic
mail address of each Member. The Secretary shall sign such instruments as may
require his or her signature and, in general, shall perform all duties as may be
assigned to him or her from time to time by the Chair, the Executive Director or
the Board of Directors.
Section 6.8 Treasurer. Unless provided otherwise by a
resolution adopted by the Board of Directors, the Treasurer shall have custody
of all corporate funds and financial records, shall keep full and accurate
accounts of receipts and disbursements and render accounts thereof at the annual
meetings of Members, and shall perform such other duties as may be prescribed by
the Chair, the Executive Director or the Board of Directors.
ARTICLE VII
Committees
Section 7.1 Executive and Other
Committees.
The Board of Directors, by resolution adopted by the affirmative vote of the
Directors in office, may designate one or more committees of the Board from
among its members from time to time. Committee members must be Directors of the
Corporation and shall at all times be subject to the direction and control of
the Board of Directors. Each committee, to the extent provided in such
authorizing resolution, shall have and may exercise all the power and authority
of the Board of Directors in the management of the business and affairs of the
Corporation, as limited by the laws of the State of
The Board of Directors, by
resolution adopted in accordance with this section, may designate one or more
Directors as alternate members of any such committee, who may act in the place
and stead of any absent or disqualified member or members at any meeting of such
committee. In the absence or disqualification of any member of any such
committee or committees, the member or members thereof present at any meeting
and not disqualified from voting, whether or not they constitute a quorum, may
unanimously appoint another member of the Board of Directors to act at the
meeting in the place of any such absent or disqualified committee
member.
The provisions of these Bylaws
shall apply to committees established by the Board under this Section and
members thereof to the same extent they apply to the Board of Directors and
Directors, including, without limitation, the provisions with respect to
meetings and notice thereof, absent members, written actions and valid acts.
Each committee shall keep regular minutes of its proceedings and report the same
to the Board.
Section 7.2 Executive
Committee. The
Chair, the Executive Director and such other Directors, if any, elected by the
Board of Directors by resolution shall constitute the Executive Committee of the
Board of Directors of the Corporation. The Executive Committee shall act only
during intervals between meetings of the Board of Directors and shall at all
times be subject to the control and direction of the Board of Directors. During
such intervals and subject to such control and direction, the Executive
Committee shall have and may exercise all of the authority and powers of the
Board of Directors in the management of the affairs of the Corporation, subject
to such limitations as the Board of Directors may impose. The Executive
Committee shall keep regular minutes of its proceedings and report the same to
the Board of Directors.
Section 7.3 Ex
Officio Member. The Executive Director of the
Corporation, or a representative appointed by the Executive Director, shall be
an ex officio member, without voting rights, of each committee of the
Corporation.
Section 7.4
Compensation. The compensation, if any, of all
members of each committee of the Corporation shall be fixed by the Board of
Directors and may be changed from time to time by a majority vote of the Board
of Directors.
ARTICLE VIII
Tax Code Council; Tax Code Interest
Groups; TCSF Work Teams
Section 8.1 Tax Code
Council. The
Corporation shall have an advisory council ("Tax Code Council") to provide
technical advice to the Corporation, to approve changes to the Tax Code
Software, and to oversee and direct the activities of certain Tax Code Interest
Groups. In discharging its responsibilities, the Tax Code Council shall adhere
to the policies, procedures and standards approved by the Board of
Directors.
The individuals on the Tax Code
Council shall be elected by an affirmative vote of a majority of the Members of
the Corporation voting, at each annual meeting of the Members. The individuals
elected to the Tax Code Council shall, by an affirmative majority vote of those
present and voting, appoint the chair of such Council. All the individuals
elected to participate on the Tax Code Council must be Members of the
Corporation.
If a Council member resigns his or
her membership in the Corporation, is removed from membership in the
Corporation, or is terminated from membership in the Corporation, he or she
shall thereby relinquish all rights and responsibilities as a member of the
Council. In addition, a Council member may be involuntarily removed from the
Council by an affirmative vote of two-thirds (2/3) of the members of the
Council. The Council shall at its discretion determine whether to fill any
vacancies on the Council caused by resignation or removal of an existing Council
member.
The Tax Code Council shall not be
considered a committee of the Board of Directors. The Tax Code Council may not
have and may not exercise any of the power and authority of the Board of
Directors. The Tax Code Council shall act upon the affirmative vote of a
majority of the members of the Council voting, although the negative vote of any
one member of the Council shall function as a veto. A quorum of the Tax Code
Council shall be a majority of the members of the Council. The provisions of
these Bylaws with regard to meetings, notice, etc. that apply to Membership
meetings shall apply to the Tax Code Council and members thereof unless such
provisions are inconsistent with this Article VIII. The Tax Code Council shall
keep regular minutes of its proceedings and report the same to the
Board.
Section 8.2 Tax Code Interest
Groups. The
Board of Directors, the Tax Code Council, or the Members of the Corporation may,
by resolution, establish one or more Tax Code Interest Groups ("TCIGs"). A TCIG
is an open forum in which the Tax Code Software community may discuss topics
that are addressed officially by a TCSF Work Team or the Tax Code Council. While
a Work Team or the Tax Code Council may take account of TCIG discussions when
making decisions related to its responsibilities, it is under no obligation to
do so, and a TCIG does not act in an official advisory capacity to a Work Team
or the Council. Because a TCIG is an open forum, participation in a TCIG shall
not be limited to elected Members of the Corporation, and shall be open to any
interested individual. Leadership and direction for a TCIG shall be provided by
the members (and in particular by the Chair) of the relevant TCSF Work Team or
the Tax Code Council.
Unless elected or appointed as an
officer in accordance with Article 6 of these Bylaws, a member of a TCIG shall
not be deemed an officer of the Corporation. Unless elected as a Member of the
Corporation in accordance with Article 2 of these Bylaws, a member of a TCIG
shall not be deemed a Member of the Corporation.
The Board of Directors, the Tax
Code Council, or the Members of the Corporation may, by resolution, terminate a
TCIG at any time for any reason. A TCIG shall not be considered a committee of
the Board of Directors, of the Tax Code Council, or of the Members of the
Corporation. A TCIG may not have and may not exercise any of the power and
authority of the Board of Directors, the Tax Code Council, an approved TCSF Work
Team, or the Members of the Corporation.
Section 8.3 TCSF Work
Teams. The
Board of Directors or the Members of the Corporation may, by resolution,
establish one or more TCSF Work Teams ("Teams"). Participation in Teams shall be
limited to elected Members of the Corporation. The Board shall approve, or the
Members shall elect, the chair of each such Team. Unless elected or appointed as
an officer in accordance with Article 6 of these Bylaws, a member of a Team
shall not be deemed an officer of the Corporation.
Each Team shall be responsible for
the active management of one or more projects identified by resolution of the
Board or of the Members of the Corporation as of importance to the affairs of
the Corporation, or shall act in an advisory capacity to the Board or a
Committee of the Board. The specific nature of the Team's responsibilities shall
be defined by a Team Charter, which must be approved by the Board. The Charter
shall also define the process by which Team members shall be chosen or approved.
The chair of each Team shall be primarily responsible for the advisory functions
and work items of the Team, and the chair shall establish rules and procedures
for the day-to-day management of the Team's activities, consistent with the Team
Charter. All Teams shall report to and be supervised by the Board of Directors,
and Team budgets must be approved by the Board.
The Board of Directors or the
Members of the Corporation may, by resolution, remove a Team chair or terminate
a Team at any time for any reason. A Team shall not be considered a committee of
the Board of Directors. A Team may not have and may not exercise any of the
power and authority of the Board of Directors.
ARTICLE IX
Books and
Records
Section 9.1 Books and
Records. The
Corporation shall keep at its registered office or principal office correct and
complete copies of its Certificate of Incorporation and Bylaws, accounting
records, voting agreements, and minutes of meetings of Members, Board of
Directors, and committees having any of the authority of the Board of Directors
for the last six (6) years. All such records shall be open to inspection upon
the demand of any member of the Board of Directors of the Corporation. The
Corporation shall keep at its registered office or principal place of business,
or at the office of its transfer agent or registrar, a record of the name,
address, telephone number, facsimile number and electronic mail address of each
Member, together with the date of any withdrawal or termination of such Member's
membership, or any conversion of such Member's membership to emeritus
status.
Each Member shall be responsible
for notifying the Corporation of changes to such Member's address, telephone
number, facsimile number or electronic mail address.
Any books, records and minutes may
be in written form or in any other form capable of being converted into clearly
legible written form within a reasonable time.
Section 9.2 Members' Inspection
Rights. Any
person who is a Member, upon written demand under oath stating the purpose
thereof, shall have the right to examine, in person or by agent or attorney, at
any time during the Corporation's usual hours for business, for any proper
purpose as determined under the General Corporation Law of the State of Florida,
the Corporation's membership records and its other books and records and to make
copies or extracts therefrom.
Section 9.3 Counterpart
Execution: Facsimile Execution. Any document requiring the
signature of the Directors and/or Members may be executed in any number of
counterparts with the same effect as if all of the required signatories had
signed the same document. Such executions may be transmitted to the Corporation
and/or the other Directors and/or Members by facsimile and such facsimile
execution shall have the full force and effect of an original signature. All
fully executed counterparts, whether original executions or facsimile executions
or a combination, shall be construed together and shall constitute one and the
same agreement.
ARTICLE X
Fiscal
Matters
Section 10.1 Accounting
Year. The
accounting year of the Corporation shall be fixed by resolution of the Board of
Directors.
Section 10.2
Contracts.
The Board of Directors may authorize such officer or officers, agent or agents,
to enter into any contract or execute and deliver any instrument in the name of
and on behalf of the Corporation, and such authority may be either general or
confined to specific instances. Contracts and other instruments entered into in
the ordinary course of business may be executed by the Executive Director or, in
the absence of or pursuant to a delegation by the Executive Director, by such
officer designated to act in the place of or in the absence of the Executive
Director, without specific Board of Directors
authorization.
Section 10.3
Loans. No
loans shall be contracted on behalf of the Corporation, and no evidence of
indebtedness other than checks, drafts or other orders for payment of money
issued in the ordinary course of business shall be issued in its name unless
authorized by the Board of Directors of the Corporation. Such authorization and
approval may be general or confined to specific instances.
Section 10.4 Checks, Drafts,
Etc. All
checks, drafts or other orders for the payment of money issued in the name of
the Corporation shall be signed by such officer or officers, agent or agents of
the Corporation and in such manner as shall be determined by resolution of the
Board of Directors, or by the Executive Director or Treasurer upon delegation by
the Board of Directors.
Section 10.5
Deposits.
All funds of the Corporation not otherwise employed shall be deposited from time
to time to the credit of the Corporation in such banks, trust companies or other
depositories as the Board of Directors, or the Executive Director or Treasurer
upon delegation by the Board of Directors may select.
Section 10.6
Audit. The
Board of Directors shall cause the books and records of account of the
Corporation to be audited by certified public accountants, to be selected by the
Board of Directors, at least once in each fiscal year and at such other times as
it may deem necessary or appropriate.
Section 10.7 Corporate Seal.
The Corporation
shall have no corporate seal.
ARTICLE XI
Director Conflict of
Interest
No contract or other transaction
between the Corporation and one or more of its Directors or between the
Corporation and any other corporation, partnership, association or other
organization in which one or more of the Directors of the Corporation are
directors or officers or are financially interested, shall be void or voidable
solely because of such relationship or interest or solely because such Director
or Directors are present at or participate in the meeting of the Board of
Directors or a committee thereof which authorizes, approves or ratifies such
contract or transaction or solely because his or her or their votes are counted
for such purpose, if:
A. The material facts as to the
Director's relationship or interest and as to the contract or transaction are
disclosed or are known to the Board of Directors or committee, and the Board of
Directors or committee in good faith authorizes, approves or ratifies the
contract or transaction by the affirmative votes of a majority of the
disinterested Directors, even though the disinterested Directors be less than a
quorum; or
B. The material facts as to their
relationship or interest and as to the contract or transaction are disclosed or
known to the Members entitled to vote thereon, and the contract or transaction
is specifically approved in good faith by vote of such Members; or
C. The contract or transaction is
fair as to the Corporation at the time it is authorized, approved or ratified by
the Board of Directors, a committee of the Board of Directors or the
Members.
Common or interested Directors may
be counted in determining the presence of a quorum at a meeting of the Board of
Directors or a committee thereof which authorizes, approves or ratifies such
contract or transaction.
The Executive Director may develop,
for Board of Directors' approval, a conflict of interest policy that shall apply
to all Directors, officers and committee members. Such policy shall require
Directors, officers and committee members to annually acknowledge reviewing the
conflicts of interest policy.
ARTICLE XII
Indemnification of Officers and
Directors
Section 12.1 Right to
Indemnification. Each person who was or is a party
or is threatened to be made a party to any threatened, pending or completed
action, suit, or proceeding, whether civil, criminal, administrative, or
investigative (other than an action by or in the right of the Corporation), by
reason of the fact that he or she is or was a Director, officer or Member of the
Corporation, or is or was serving at the request of the Corporation as a
Director, officer, employee, or agent of another corporation, partnership, joint
venture, trust, or other enterprise, shall be entitled to indemnification
against expenses (including attorneys' fees), judgments, fines, and amounts paid
in settlement to the fullest extent now or hereafter permitted by applicable law
as long as such person acted in good faith and in a manner that such person
reasonably believed to be in or not be opposed to the best interests of the
Corporation; provided, however, that the Corporation shall indemnify any such
person seeking indemnity in connection with an action, suit or proceeding (or
part thereof) initiated by such person only if such action, suit or proceeding
(or part thereof) was authorized by the Board of Directors.
Any indemnification, unless ordered
by a court, shall be made by the Corporation only as authorized in the specific
case upon a determination that indemnification of the present or former
Director, officer, Member, employee or agent is proper in the circumstances
because such person has met the applicable standard of conduct. Such
determination shall be made, with respect to a person who is a Director or
officer at the time of such determination, (1) by a majority vote of the
directors who are not parties to such action, suit or proceeding, even though
less than a quorum, or (2) by a committee of such directors designated by
majority vote of such directors, even though less than a quorum; or (3) if there
are no such directors, or if such directors so direct, by independent legal
counsel in a written opinion; or (4) by the Members.
Section 12.2 Advance Payment of
Expenses.
Expenses (including reasonable attorneys' fees) incurred by any person who is or
was an officer, Director or Member of the Corporation, or who is or was serving
at the request of the Corporation as an officer or director of another
corporation, partnership, joint venture, trust or other enterprise, in defending
any civil, criminal, administrative or investigative action, suit or proceeding,
may be paid by the Corporation in advance of the final disposition of such
action, suit or proceeding upon such terms and conditions, if any, as the Board
of Directors deems appropriate.
Section 12.3 Rights
Non-Exclusive.
The indemnification and advancement of expenses provided by or granted pursuant
to this Article shall not be deemed exclusive of any other rights to which those
seeking indemnification or advancement of expenses may be entitled under any
bylaw, agreement, vote of Members or disinterested directors or otherwise, both
as to action in his or her official capacity and as to action in another
capacity while holding such office.
Section 12.4
Insurance.
The Corporation may purchase and maintain insurance on behalf of any person who
is or was a Director, officer, Member, employee or agent of the Corporation, or
is or was serving at the request of the Corporation as a Director, officer,
employee or agent of another corporation, partnership, joint venture, trust or
other enterprise against any liability asserted against him or her and incurred
by him or her in any such capacity, or arising out of his or her status as such,
whether or not the Corporation would have the power to indemnify him or her
against such liability under the provisions of this Article or of applicable
law.
Section 12.5 Definitions.
For purposes of
this Section, references to "the Corporation" shall include, in addition to the
resulting Corporation, any constituent corporation (including any constituent of
a constituent) absorbed in a consolidation or merger which, if its separate
existence had continued, would have had power and authority to indemnify its
Directors, officers, and employees or agents, so that any person who is or was a
Director, officer, employee or agent of such constituent corporation, or is or
was serving at the request of such constituent corporation as a Director,
officer, employee or agent of another corporation, partnership, joint venture,
trust or other enterprise, shall stand in the same position under this Article
with respect to the resulting or surviving corporation as he or she would have
with respect to such constituent corporation if its separate existence had
continued, and references to "other enterprises" shall include employee benefit
plans; references to "fines" shall include any excise taxes assessed on a person
with respect to any employee benefit plan; and references to "serving at the
request of the Corporation" shall include any service as a Director, officer,
employee or agent of the Corporation which imposes duties on, or involves
services by, such Director, officer, employee, or agent with respect to an
employee benefit plan, its participants, or beneficiaries; and a person who
acted in good faith and in a manner he or she reasonably believed to be in the
interest of the participants and beneficiaries of an employee benefit plan shall
be deemed to have acted in a manner "not opposed to the best interests of the
Corporation" as referred to in this Article.
Section 12.6 Continued
Coverage. The
indemnification and advancement of expenses provided by, or granted pursuant to
this Article shall, unless otherwise provided when authorized or ratified,
continue as to a person who has ceased to be a Director, officer or Member and
shall inure to the benefit of the heirs, executors and administrators of such
person.
ARTICLE XIII
Amendment
The Corporation's Certificate of
Incorporation and Bylaws may be altered, amended or restated by the Board of
Directors to omit or include any provision which could be lawfully omitted or
included at the time of such amendment, provided that the Members of the
Corporation shall approve all such amendment(s) before the same shall become
effective. Any number of amendments, or an entire revision or restatement of the
Certificate of Incorporation or these Bylaws, may be voted upon at a meeting of
the Board of Directors, by action in writing or by means of electronic
communication where due notice of the proposed amendment has been given and
shall be adopted upon the affirmative vote of not less than a majority of all
Directors entitled to vote on the proposed amendment or revision, and upon the
approval of not less than a majority of the Members
voting.
CERTIFICATION
The undersigned, as Secretary of
The Tax Code Software Foundation, Inc a Florida non-profit corporation, hereby
certifies that the foregoing Bylaws of the Corporation were read, approved and
adopted by the Board of Directors at a meeting held on the 15 day of December,
2005.
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