Update Bylaws_of_The_Bitcoin_Foundation.md

Submitted in connection with Issue pmlaw#10

Bylaws/Bylaws_of_The_Bitcoin_Foundation.md

@@ -34,7 +34,7 @@ The term "member" may be used to refer generically to a member in any class.
 
 Section 3.2	Membership Qualifications: The requirements for membership in each membership class shall be as follows:
 
-(a)	Founding Members. The Founding Members of the Corporation shall be:
+(a)	Founding Members. The Founding Members of the Corporation shall be honorary, shall not cast votes as Founding Directors or in any other voting capacity on the business of the Board of Directors, may resign at their own discretion, or be removed for cause.  The Founding Members shall be:
 
 i. Gavin Andresen, Bitcoin Developer residing or doing business in Amherst, MA, USA.
 
@@ -56,7 +56,7 @@ vii. Satoshi Nakamoto, at [email protected], author of the white paper “Bitcoin
 
 Section 3.3	Affiliates, Additional Rights & Limitations on Voting Rights of Members:
 
-(a) Affiliates. The Board of Directors may establish one or more classes of individuals or entities associated with the Corporation. Such individuals or entities shall be referred to as "Advisors," "Affiliates," "Associates," "Contributors," or any other title that the Board of Directors may deem appropriate (collectively, the "Affiliates"). No class or classes of Affiliates shall have the right or be entitled to vote: (i) in the election of any directors; (ii) on a sale, lease, exchange, or other disposition of all or substantially all of the assets of the Corporation; (iii) on a merger of the Corporation; (iv) on a dissolution or reorganization of the Corporation; (v) on amendments to the Corporation's Articles of Incorporation (the "Articles") or Bylaws; or (vi) on any other action otherwise requiring the vote of members. Further, Affiliates shall not be or have any of the rights and privileges of voting members as contemplated by section 29-404.10 of the District of Columbia Official Code, or any corresponding section of any future official District of Columbia code.
+(a) Affiliates. The Board of Directors may establish one or more classes of individuals or entities associated with the Corporation. Such individuals or entities shall be referred to as "Advisors," "Affiliates," "Associates," "Contributors," or any other title that the Board of Directors may deem appropriate (collectively, the "Affiliates").  Founders shall not be designated by the Board of Directors as "Affiliates" within the meaning of this subsection. No class or classes of Affiliates shall have the right or be entitled to vote: (i) in the election of any directors; (ii) on a sale, lease, exchange, or other disposition of all or substantially all of the assets of the Corporation; (iii) on a merger of the Corporation; (iv) on a dissolution or reorganization of the Corporation; (v) on amendments to the Corporation's Articles of Incorporation (the "Articles") or Bylaws; or (vi) on any other action otherwise requiring the vote of members. Further, Affiliates shall not be or have any of the rights and privileges of voting members as contemplated by section 29-404.10 of the District of Columbia Official Code, or any corresponding section of any future official District of Columbia code.
 
 (b) Additional Rights and Privileges. The Board of Directors may issue resolutions establishing additional rights, privileges and duties corresponding to each class of membership and Affiliates. However, any such rights, privileges, and duties shall be consistent with the Articles and these Bylaws.
 
@@ -114,7 +114,7 @@ Section 4.6	Proxies: Every member entitled to vote shall have the right to do so
 
 Section 4.7	Quorum: The votes represented in person or by proxy at a meeting of members shall constitute a quorum for the transaction of business if the total is equal to or greater than two-thirds of all possible member votes. Unless provided herein, if a quorum is present in person or by proxy, then any action approved by a majority of the members so present shall be the act of the members.
 
-Section 4.8	Voting: Each member is entitled to one vote on each matter submitted to a vote of the members of the member's membership class. Voting may be by voice vote, written vote or through electronic means as directed by the Executive Director. Cumulative voting for the election of directors or otherwise shall not be authorized. 
+Section 4.8	Voting: Each member is entitled to one vote on each matter submitted to a vote of the members of the member's membership class. Voting may be by voice vote, written vote or through electronic means as directed by the Executive Director, who shall also be able to act to provide a tie-breaker vote in matters before the Board of Directors if a majority of the Board requests it.  To replace a Founder's seat on the Board (a Founding Director), the Board shall utilize a vote of the membership in which each member, regardless of class, shall have one vote (not weighted for class) for an At-Large Board seat. Cumulative voting for the election of directors or otherwise shall not be authorized. 
 
 Section 4.9	Action by Written Ballot: Any action that may be taken at an annual, regular, or special meeting may be taken without a meeting if the Corporation delivers a written ballot (for which email or other electronic means of delivery shall suffice) to every member entitled to vote on the matter. Such written ballot shall: 
 
@@ -142,21 +142,23 @@ Section 5.2	Number of Directors: The minimum authorized number of directors is f
 
 Section 5.3	Composition of Board of Directors Terms: All directors serving on the Board of Directors shall be selected in the manner set forth in this Section 5.3.
 
-(a) Founding Directors: The Founding Member’s shall elect one (1) director or such fewer number as equals the total number of Founding Members. All directors elected by Founding Members shall hereafter be known as “Founding Directors”. Each Founding Director shall be deemed to have been duly elected upon receipt by the Chairman of the Board of a written ballot from the Founding Members. The initial Founding Director shall be Peter Vessenes, CEO of CoinLab, Inc.
+(a) Founding Directors: All directors elected by Founding Members shall hereafter be known as “Founding Directors”. Each Founding Director shall be deemed to have been duly elected upon receipt by the Chairman of the Board of a written ballot from the Founding Members. The initial Founding Director shall be Peter Vessenes, CEO of CoinLab, Inc.  Such "Founding Directors" shall not cast votes as Founding Directors or in any other voting capacity on the business of the Board of Directors.
 
 (b) Industry Directors: Industry Members, voting as a class, shall elect three (3) directors or such fewer number as equals the total number of Industry Members. All directors elected by Industry Members shall be known as "Industry Directors." Each Industry Member shall be entitled to nominate a single candidate in any election of Industry Directors. Industry Directors may be elected: (i) at a meeting of the Industry Members; (ii) by written ballot delivered to the Industry Members; or (iii) in some other manner authorized by law or these Bylaws. The initial Industry Directors shall be Charles Shrem, CEO of BitInstant LLC and Mark Karpeles, CEO of MtGox.com. 
 
 (c) Individual Directors: Individual Members of the Corporation, voting as a class, shall elect three (3) directors known as "Individual Directors". Each Individual Member shall be entitled to nominate a single candidate in any election of an Individual Director and such directors shall be elected: (i) at a meeting of the members; (ii) by written ballot delivered to the members; or (iii) in some other manner authorized by law or these Bylaws. The initial Individual Directors shall be Gavin Andresen, Bitcoin Developer and Jon Matonis, Editor of The Monetary Future.
 
-(d) Observers: Each director shall have the right to designate a single observer to attend Board of Directors meetings when such director is unable to be present. However, the director shall provide prior notice to the Chairman of the Board and the Chairman approves the request. Such a request shall not be unreasonably denied. An observer attending in place of a director shall have the right to fully participate in the general session, but may not vote on or put forth any motion. Notwithstanding the foregoing, an Observer may vote by proxy if approved by the Board in advance.
+(d) At-Large: An At-Large Board seat can be utilized where such a Board seat does not represent any particular class, and may be used to replace the Founding Director seat.
 
-(e) Terms and Election Dates: All directors shall hold office until their successor is elected. Except for adjustments that may be made by the Board from time-to-time to maintain or create staggered terms upon any increase or decrease in the authorized number of directors, the term of office for Founding Directors, Industry Directors, and At-Large Directors shall be two (2) years and shall run from January 1 to December 31 of the second calendar year after election. Elections of directors whose terms are expiring in any calendar year shall be held as soon as practicable following the commencement of the membership year. Unless elected by written ballot pursuant to Section 4.9, the positions of directors then expiring shall be filled and elections held at the annual meeting of members called for such purpose. The Board of Directors may issue resolutions establishing procedures governing elections of directors, provided that those resolutions are consistent with these Bylaws and the Articles.
+(e) Observers: Each director shall have the right to designate a single observer to attend Board of Directors meetings when such director is unable to be present.  Any member may serve as an observer. However, the director shall provide prior notice to the Chairman of the Board and the Chairman approves the request. Such a request shall not be unreasonably denied. An observer attending in place of a director shall have the right to fully participate in the general session, but may not vote on or put forth any motion. Notwithstanding the foregoing, an Observer may vote by proxy if approved by the Board in advance, with the exception of Founders and Founding Directors, who shall not vote on any business of the Board of Directors.
+
+(f) Terms and Election Dates: All directors shall hold office until their successor is elected. Except for adjustments that may be made by the Board from time-to-time to maintain or create staggered terms upon any increase or decrease in the authorized number of directors, the term of office for Industry Directors and At-Large Directors shall be two (2) years and shall run from January 1 to December 31 of the second calendar year after election.  In the case of Founding Directors who are serving on the Board, their term of office is two (2) years, but shall end at such time when their successor is elected.  Elections of directors whose terms are expiring in any calendar year shall be held as soon as practicable following the commencement of the membership year. Unless elected by written ballot pursuant to Section 4.9, the positions of directors then expiring shall be filled and elections held at the annual meeting of members called for such purpose. The Board of Directors may issue resolutions establishing procedures governing elections of directors, provided that those resolutions are consistent with these Bylaws and the Articles.
 
 Section 5.4	Vacancies: Board of Directors vacancies shall be handled in the following ways:
 
-(a) Vacancies resulting from the expiration of a director's term shall be filled by an election by the majority of a quorum of members in the class that elected that director.
+(a) Vacancies resulting from the expiration of a director's term shall be filled by an election by the majority of a quorum of members in the class that elected that director, with the exception of vacancies of a Founding Director.
 
-(b) Vacancies of a Founding Director resulting from resignation of the director or removal of the director shall be filled by election of a majority of the Founding Members.
+(b) Vacancies of a Founding Director resulting from resignation of the director, removal of the director, expiration of a director's term, or removal of the voting capacity of Founding Directors, shall be filled by an election in which members, regardless of their class, exercise one vote per member, not weighted for class, and the outcome shall be determined based on a majority of the vote of the members.
 
 (c) Vacancies of a Industry Director resulting from resignation of the director or removal of the director shall be filled by an election of a majority of a quorum of Industry Members.