*** old/old-bylaws.txt	Sun Mar 15 21:23:46 2009
--- new/new-bylaws.txt	Sun Mar 15 22:37:55 2009
***************
*** 1,4 ****
! Title: Python Software Foundation: Bylaws of The Python Software Foundation
  Author: psf@python.org
  Content-type: text/x-rst
  
--- 1,4 ----
! Title: PSF Bylaws
  Author: psf@python.org
  Content-type: text/x-rst
  
***************
*** 55,60 ****
--- 55,62 ----
  held at the principal office of the corporation or any other place
  (within or outside the State of Delaware and within or outside the
  United States) designated in the notice of the meeting.
+ At the option of the Board of Directors, meetings may also be held
+ electronically or by teleconference as described in Section 13.8.
  
  
  **Section 3.2.  Annual Meeting.** A meeting of the
***************
*** 62,68 ****
  annually at such time as the Board of Directors may determine (which
  shall be, in the case of the first annual meeting, not more than
  thirteen (13) months after the organization of the corporation and, in
! the case of all other meetings, not more than thirteen (13) months
  after the date of the last annual meeting), at which annual meeting
  the members shall elect a Board of Directors and transact other proper
  business.
--- 64,70 ----
  annually at such time as the Board of Directors may determine (which
  shall be, in the case of the first annual meeting, not more than
  thirteen (13) months after the organization of the corporation and, in
! the case of all other meetings, not more than fifteen (15) months
  after the date of the last annual meeting), at which annual meeting
  the members shall elect a Board of Directors and transact other proper
  business.
***************
*** 83,109 ****
  of the meeting and, in the case of a special meeting, the purpose or
  purposes for which the meeting is called, shall be delivered not less
  than ten (10) nor more than sixty (60) days before the date of the
! meeting, either personally or by first class mail, by or at the
  direction of the Chairman, President, the Secretary, or the officer or
  persons calling the meeting, to each member of record entitled to vote
! at such meeting. If mailed, such notice shall be deemed to be
! delivered when deposited in the United States mail addressed to the
! member at his or her address as it appears in the membership records
! of the corporation, with postage thereon prepaid.
! 
! 
! Notwithstanding the above paragraph, the corporation shall not be
! required to give notice of a members' meeting to any member to whom
! notice of two consecutive annual meetings, and all notices of meetings
! or of the taking of action by written consent without a meeting to
! such member during the period between such two consecutive annual
! meetings, have been mailed under the procedures outlined above and
! have been returned undeliverable. Any action or meeting which shall be
! taken or held without notice to such member shall have the same force
! and effect as if such notice had been duly given. If any such member
! delivers to the corporation a written notice setting forth his or her
! then current address, the requirement that notice be given to such
! member shall be reinstated.
  
  
  **Section 3.5.  Notice of Adjourned Meetings.** When a
--- 85,95 ----
  of the meeting and, in the case of a special meeting, the purpose or
  purposes for which the meeting is called, shall be delivered not less
  than ten (10) nor more than sixty (60) days before the date of the
! meeting, at the
  direction of the Chairman, President, the Secretary, or the officer or
  persons calling the meeting, to each member of record entitled to vote
! at such meeting. Notice may be
! made as described in Section 13.7.
  
  
  **Section 3.5.  Notice of Adjourned Meetings.** When a
***************
*** 131,192 ****
  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 regular or special meeting of the members need be
  specified in the written waiver of notice.
  
  
  **Section 3.7.  Fixing Record Date.**
  
! 
! (a) For the purpose of determining members entitled to notice of or
! to vote at any meeting of members or any adjournment thereof, the
! Board of Directors may fix a record date, which record date shall not
! precede the date upon which the resolution fixing the record date is
! adopted by the Board of Directors, and which record date shall not be
! more than 60 nor less than 10 days before the date of such meeting. If
! no record date is fixed by the Board of Directors, the record date for
! determining members entitled to notice of or to vote at a meeting of
! members shall be at the close of business on the day next preceding
! the day on which notice is given, or, if notice is waived, at the
! close of business on the day next preceding the day on which the
! meeting is held. A determination of members of record entitled to
! notice of or to vote at a meeting of members shall apply to any
! adjournment of the meeting; provided, however, that the Board of
! Directors may fix a new record date for the adjourned meeting.
! 
! (b) For purposes of determining the members entitled to consent to
! corporate action in writing without a meeting, the Board of Directors
! may fix a record date, which record date shall not precede the date
! upon which the resolution fixing the record date is adopted by the
! Board of Directors, and which date shall not be more than 10 days
! after the date upon which the resolution fixing the record date is
! adopted by the Board of Directors. If no record date has been fixed by
! the Board of Directors, the record date for determining members
! entitled to consent to corporate action in writing without a meeting,
! when no prior action by the Board of Directors is required by the
! General Corporation Laws of the State of Delaware, shall be the first
! date on which a signed written consent setting forth the action taken
! or proposed to be taken is delivered to the corporation by delivery to
! its registered office in the State of Delaware, its principal place of
! business or an officer or agent of the corporation having custody of
! the books in which proceedings of meetings of members are recorded.
! Delivery made to a corporation's registered office shall be by hand or
! by certified or registered mail, return receipt requested. If no
! record date has been fixed by the Board of Directors and prior action
  by the Board of Directors is required by the General Corporation Law
! of the State of Delaware, the record date for determining members
! entitled to consent to corporate action in writing without a meeting
! shall be at the close of business on the day on which the Board of
! Directors adopts the resolution taking such prior action.
! 
  
! (c) For purposes of determining the members entitled to exercise any
! rights, or for the purpose of any other lawful action, the Board of
! Directors may fix a record date, which record date shall not precede
! the date upon which the resolution fixing the record date is adopted,
! and which record date shall be not more than 60 days prior to such
! action. If no record date is fixed, the record date for determining
! members for any such purpose shall be at the close of business on the
  day on which the Board of Directors adopts the resolution relating
  thereto.
  
--- 117,147 ----
  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 regular or special meeting of the members need be
  specified in the written waiver of notice.
  
  
  **Section 3.7.  Fixing Record Date.**
  
! (a) All members at 04:00 UTC on the day that notice of a meeting is
! made are entitled to such notice. All members at 04:00 UTC on the day
! that a meeting is held are entitled to vote at the meeting.
! 
! (b) If no prior action is required by the
! General Corporation Laws of the State of Delaware,
! all members at 04:00 UTC on the day that an
! action without meeting is taken shall be entitled to consent to
! corporate action in writing without a meeting. If prior action
  by the Board of Directors is required by the General Corporation Law
! of the State of Delaware,
! those members at 04:00 UTC on the day that the Board of
! Directors adopts the resolution taking such prior action
! shall be entitled to consent to corporate action in writing without a
! meeting.
  
! (c) The record date for determining members entitled to exercise any
! rights, or for the purpose of any other lawful action,
! shall be at 04:00 UTC on the
  day on which the Board of Directors adopts the resolution relating
  thereto.
  
***************
*** 194,215 ****
  **Section 3.8.  Record of Members Having Voting Rights.**
  The officer or
  agent having charge of the membership records of the corporation shall
! prepare and make, at least ten (10) days before each meeting of
! members, a complete list of the members entitled to vote at such
! meeting, arranged in alphabetical order, and showing the name,
! address, telephone number, facsimile number and electronic mail
! address of each member. For a period of ten (10) days prior to such
! meeting, the list shall be open to the examination of any member, for
! any purpose germane to the meeting, during ordinary business hours,
! either at a place within the city where such meeting is to be held,
! which place shall be specified in the notice of the meeting, or if not
! so specified, at the place where such meeting is to be held. The list
! shall also be produced and kept open at the time and place of the
! meeting and shall be subject to inspection by any member at any time
! during the meeting. Upon the willful neglect or refusal of the
! directors to produce such a list at any meeting for the election of
! directors, such directors shall be ineligible for election to any
! office at such meeting.
  
  
  **Section 3.9.  Member Quorum.**  Except as otherwise
--- 149,160 ----
  **Section 3.8.  Record of Members Having Voting Rights.**
  The officer or
  agent having charge of the membership records of the corporation shall
! prepare and make available within five (5) days of
! written request from any nominated member,
! a complete list of the members entitled to vote at
! the time the request is made. The list must be
! in alphabetical order, showing the name,
! email address and physical address of record of each member.
  
  
  **Section 3.9.  Member Quorum.**  Except as otherwise
***************
*** 253,266 ****
  adjournment thereof.
  
  
! **Section 3.10. Voting.** Each member
! (except emeritus members) shall be
  entitled to one 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 Delaware.
  
  
! A member may vote either in person or by proxy executed in writing by
  the member or his or her duly authorized attorney-in-fact.
  
  
--- 198,215 ----
  adjournment thereof.
  
  
! **Section 3.10. Voting.** Each nominated member shall be
  entitled to one 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 Delaware.
+ Sponsor members that have appointed a representative, as described in
+ Section 4.3, are also entitled to one such vote.  Emeritus members are
+ not entitled to vote at members' meetings.
  
  
! Members entitled to vote may vote either in person,
! or by previously completed ballot if one has been provided,
! or by proxy executed in writing by
  the member or his or her duly authorized attorney-in-fact.
  
  
***************
*** 306,358 ****
  classes of members of the corporation, denoted as nominated members,
  sponsor members, and 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.
  
  
  **Section 4.2. Nominated Members.** To be eligible for
  membership as a nominated member, a person or entity must be nominated
! by a current member of the corporation.
! 
  
! **Section 4.3. Sponsor Members.** A sponsor member (or
! "sponsor") is similar to a nominated member in all respects except
! that a sponsor must pay a yearly fee to the corporation. The initial
  yearly fee is due upon admission to the corporation as a member on a
  pro-rata basis for the remainder of the fiscal year. Thereafter, the
  yearly fee is due upon the beginning of each fiscal year. From the due
  date, until the fee is paid, all membership rights of the sponsor
! member, including the right to vote and be counted for purposes of
! quorum, are suspended and terminated until the sponsor member's yearly
  fee has been paid in full.
  
! The initial amount of the yearly fee is determined by Board of
! Directors until at least one sponsor member exists. Thereafter, the
! amount of the yearly fee may be changed from time to time by a
! majority vote of the sponsor members of record at that time.
! 
! If a sponsor member is involuntarily converted to an emeritus
! member, then the sponsor shall be returned a pro-rata portion of the
! yearly fee based upon the date of conversion and the time remaining in
! the fiscal year. Upon reinstatement from an involuntary conversion to
! emeritus status, the sponsor member shall pay a pro-rata portion of
! the yearly fee based upon the date of reinstatement and the time
! remaining in the fiscal year. If the sponsor member is involuntarily
! terminated from membership, then the sponsor shall be returned a
! pro-rata portion of the yearly fee based upon the date of termination
! and the time remaining in the fiscal year. The sponsor member is not
! entitled to any refund, in total or in part, of the yearly fee if the
! sponsor voluntarily converts to an emeritus member or withdraws from
! membership.
  
  
! **Section 4.4. Admission of Members.** A member must
  complete a written membership application in such
  form as shall be adopted by the Board of Directors from time to
  time. The nomination,
  if applicable, and the content of the membership application must be
! included in a notice to the members, if any, of the corporation at
  least ten (10) days prior to any vote on the applicant's admission,
! which notice may be by electronic means. 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. Thereafter, members of the corporation shall be admitted as
--- 255,304 ----
  classes of members of the corporation, denoted as nominated members,
  sponsor members, and emeritus members. References in these Bylaws to a
  "member" or to the "members" of the corporation shall not include any
! emeritus member or sponsor member unless explicitly provided otherwise.
  
  
  **Section 4.2. Nominated Members.** To be eligible for
  membership as a nominated member, a person or entity must be nominated
! by a current nominated member of the corporation and must accept such
! nomination by e-mail or in writing.  Nominated members have voting
! rights in the corporation and are counted for the purposes of quorum
! at members meetings.
! 
! **Section 4.3. Sponsor Members.**
! A sponsor member must pay a yearly fee to the corporation.  Sponsor
! members may optionally appoint a representative to attend members
! meetings by providing written notice of the appointment to the
! corporation.  Only those sponsor members that have appointed a
! representative have voting rights in the corporation and are included
! in the membership count made for the purposes of quorum at members
! meetings.
  
! The initial
  yearly fee is due upon admission to the corporation as a member on a
  pro-rata basis for the remainder of the fiscal year. Thereafter, the
  yearly fee is due upon the beginning of each fiscal year. From the due
  date, until the fee is paid, all membership rights of the sponsor
! member
! are suspended until the sponsor member's yearly
  fee has been paid in full.
  
! The amount of the yearly fee shall be determined by the Board of
! Directors by a simple majority vote.  The Directors may, if they
! choose, define several different grades of sponsor member, each with a
! different annual fee and receiving different benefits as determined by
! the Directors.
  
  
! **Section 4.4. Admission of Members.**
! A person or organization desiring membership must
  complete a written membership application in such
  form as shall be adopted by the Board of Directors from time to
  time. The nomination,
  if applicable, and the content of the membership application must be
! included in a notice to the nominated members of the corporation at
  least ten (10) days prior to any vote on the applicant's admission,
! using a form of notice defined in Section 13.7. 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. Thereafter, members of the corporation shall be admitted as
***************
*** 360,406 ****
  members of the corporation.
  
  
! **Section 4.5. 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, such that all
! membership rights of the emeritus member, including the right to vote
! and be counted for purposes of quorum, are suspended and terminated
! until the emeritus member's membership is reinstated by subsequent
! action of the members.
! 
! 
! Upon the effective date of conversion of the membership of any member
! to emeritus status, the membership, including all related voting
! rights, of such member shall be suspended, except that such emeritus
! member 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 member. References in these Bylaws to
! a "member" or to the "members" of the corporation shall not include
! any emeritus member unless explicitly provided otherwise.
  
  
  **Section 4.6. Voluntary Conversion of Membership to Emeritus
! Status.** Members may convert their membership to emeritus status at any
  time upon ten (10) days' written, signed notice delivered to an
  officer of the corporation.
  
  
  **Section 4.7. Involuntary Conversion of Membership to Emeritus
! Status.** Upon an affirmative vote of a two-thirds majority of the
! members of the corporation, the membership of a member shall be
! converted into an emeritus membership.
  
  
  **Section 4.8. Reinstatement of Membership of Emeritus
! Members.**  Upon
  receipt of a written request and a new membership application from an
! emeritus member and upon an affirmative vote of a majority of the
! members of the corporation approving such membership application, such
! emeritus member membership shall be reinstated as a full member of the
! corporation, and shall be entitled to exercise all rights as a member
! of the corporation, including all related voting rights.
  
  
  **Section 4.9. Voluntary Withdrawal from Membership.**
--- 306,343 ----
  members of the corporation.
  
  
! **Section 4.5. Emeritus Members.**
! Nominated members may be voluntarily or involuntarily
! converted to emeritus status.
! Emeritus members have no voting rights and are not included in the
! membership count for purposes of establishing a quorum.  Emeritus
! members are entitled to attend (but not vote) at meetings of the
! members.
  
  
  **Section 4.6. Voluntary Conversion of Membership to Emeritus
! Status.** Nominated members may convert their membership to emeritus status at any
  time upon ten (10) days' written, signed notice delivered to an
  officer of the corporation.
  
  
  **Section 4.7. Involuntary Conversion of Membership to Emeritus
! Status.**
! The membership of a nominated member may be converted into an emeritus
! membership upon an affirmative vote of a two-thirds majority of the
! members of the corporation, or by failure of a nominated member to
! vote at the last three (3) consecutive members' meetings and on any
! actions without meeting that occurred since the first of these three
! meetings.
  
  
  **Section 4.8. Reinstatement of Membership of Emeritus
! Members.** Upon
  receipt of a written request and a new membership application from an
! emeritus member, such
! emeritus member shall be reinstated as a full member of the
! corporation, and shall be entitled to exercise all rights as a nominated member
! of the corporation.
  
  
  **Section 4.9. Voluntary Withdrawal from Membership.**
***************
*** 410,429 ****
  officer of the corporation.
  
  
! **Section 4.10. Termination from Membership.** No member
! may have his, her
! or its membership terminated except by an affirmative vote of a
  two-thirds majority of the members of the corporation.
  
  
! **Section 4.11. Effect of Withdrawal or Termination of
  Membership.**  Upon
! any withdrawal or termination of the membership of any member, the
  membership, including all related voting rights, of such member shall
  be terminated. After a withdrawal or termination of the membership of
! any member, or a conversion of the membership of any member to
! emeritus status, such member may reapply for membership in accordance
! with Section 4.1 of these Bylaws.
  
  
  ARTICLE V
--- 347,368 ----
  officer of the corporation.
  
  
! **Section 4.10. Termination of Membership.**
! A member's membership may be terminated by an affirmative vote of a
  two-thirds majority of the members of the corporation.
  
  
! **Section 4.11. Effect of Withdrawal from or Termination of
  Membership.**  Upon
! any withdrawal from or termination of the membership of any member, the
  membership, including all related voting rights, of such member shall
  be terminated. After a withdrawal or termination of the membership of
! any member, such former member may reapply for membership in accordance
! with Section 4.4 of these Bylaws.
! If a sponsor member is involuntarily terminated from membership then
! the sponsor member shall be returned a pro-rata portion of the yearly
! fee based on the date of termination and the time remaining in the
! fiscal year.
  
  
  ARTICLE V
***************
*** 489,495 ****
  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. If
! there is more than one class of members, vacancies of directorships
  elected by such class may be filled by a majority of the directors
  elected by such class or by a sole remaining director. A director
  elected to fill a vacancy shall hold office only until the next
--- 428,435 ----
  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. If
! there is more than one class of members entitled to nominate directors,
! vacancies of directorships
  elected by such class may be filled by a majority of the directors
  elected by such class or by a sole remaining director. A director
  elected to fill a vacancy shall hold office only until the next
***************
*** 515,543 ****
  management of the business and affairs of the corporation, as limited
  by the laws of the State of Delaware.
  
! 
! 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 member.
! 
  
  **Section 5.10. Place of Meetings.** Regular and
  special meetings of the
  Board of Directors may be held within or outside the State of Delaware
  and within or outside the United States.
  
  
  **Section 5.11. Time, Notice and Call of Meetings.**
  Regular meetings of
! the Board of Directors shall be held immediately following the annual
! meeting of members each year and at such times thereafter as the Board
  of Directors may fix. No notice of regular directors' meetings shall
  be required.
  
--- 455,487 ----
  management of the business and affairs of the corporation, as limited
  by the laws of the State of Delaware.
  
! Any member serving on an Executive Committee at the time of his or her
! termination or conversion to emeritus status shall cease to be a
! member of the committee. A member wishing to resign from an Executive
! Committee may do so immediately upon written notice to the
! Corporation. Such a member, upon resignation from the Executive
! Committee, shall cease to be a member of the committee.
! 
! The Board may resolve to nominate a Director to serve as an alternate
! to any committee member who is absent from a meeting of the committee
! or who has ceased to be a member of the committee. The members of a
! committee may, whether or not they constitute a quorum, unanimously
! appoint a member of the Board of Directors to act in the place of a
! member who is absent or who has ceased to be a member of the
! committee.
  
  **Section 5.10. Place of Meetings.** Regular and
  special meetings of the
  Board of Directors may be held within or outside the State of Delaware
  and within or outside the United States.
+ At the option of the Board of Directors, meetings may also be held
+ electronically or by teleconference as described in Section 13.8.
  
  
  **Section 5.11. Time, Notice and Call of Meetings.**
  Regular meetings of
! the Board of Directors shall be held within seven (7) days of the annual
! meeting of members and at such times thereafter as the Board
  of Directors may fix. No notice of regular directors' meetings shall
  be required.
  
***************
*** 546,554 ****
  times as called by the Chairman of the Board, the President of the
  corporation, or any two (2) directors. Written notice of the time and
  place of special meetings of the Board of Directors shall be given to
! each director by either personal delivery, telegram, cablegram, or
! telefax at least two (2) days before the meeting, or by notice mailed
! to each director at least five (5) days before the meeting.
  
  
  Notice of a meeting of the Board of Directors need not be given to
--- 490,499 ----
  times as called by the Chairman of the Board, the President of the
  corporation, or any two (2) directors. Written notice of the time and
  place of special meetings of the Board of Directors shall be given to
! each director as described in section 13.7
! at least two (2) days before the meeting.  If notice
! is sent by postal mail, it must be sent
! at least fourteen (14) days before the meeting.
  
  
  Notice of a meeting of the Board of Directors need not be given to
***************
*** 563,570 ****
  
  Members of the Board of Directors may participate in a meeting of
  such Board or of any committee designated by such Board by conference
! telephone or similar communications equipment by means of which all
! persons participating in the meeting can hear each other at the same
  time.  Participating by such means shall constitute presence in person
  at a meeting.
  
--- 508,515 ----
  
  Members of the Board of Directors may participate in a meeting of
  such Board or of any committee designated by such Board by conference
! telephone, instant messaging, or similar communications medium by means of which all
! persons participating in the meeting can communicate with each other at the same
  time.  Participating by such means shall constitute presence in person
  at a meeting.
  
***************
*** 574,580 ****
  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, and such writing is filed with the minutes of the proceedings
  of the board or committee. Such consent shall have the same effect as
  a unanimous vote.
  
--- 519,525 ----
  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 e-mail, and such consent is filed with the minutes of the proceedings
  of the board or committee. Such consent shall have the same effect as
  a unanimous vote.
  
***************
*** 661,670 ****
  
  
  C. **President.** The President shall be the
! chief executive officer of
! the corporation and shall have general and active management of the
! business and affairs of the corporation (other than the management of
! projects managed by a Project Management Committee), subject to the
  direction of the Board of Directors. If a Chairman of the Board is not
  elected, the President shall preside at all meetings of the Board of
  Directors and members.
--- 606,614 ----
  
  
  C. **President.** The President shall be the
! chief representative of
! the corporation and shall have such other duties and authority as may
! be conferred by the Board of Directors, subject to the
  direction of the Board of Directors. If a Chairman of the Board is not
  elected, the President shall preside at all meetings of the Board of
  Directors and members.
***************
*** 719,725 ****
  In addition to the
  officers of the corporation, the Board of Directors may, by
  resolution, establish one or more Project Management Committees
! consisting of at least one officer of the corporation, who shall be
  designated chairman of such committee, and may include one or more
  other members of the corporation. Unless elected or appointed as an
  officer in accordance with Sections 6.1 and 6.4 of these Bylaws, a
--- 663,671 ----
  In addition to the
  officers of the corporation, the Board of Directors may, by
  resolution, establish one or more Project Management Committees
! consisting of
! at least one member of the Board of Directors or
! at least one officer of the corporation, who shall be
  designated chairman of such committee, and may include one or more
  other members of the corporation. Unless elected or appointed as an
  officer in accordance with Sections 6.1 and 6.4 of these Bylaws, a
***************
*** 739,745 ****
  
  
  The Board of Directors of the corporation may, by resolution,
! terminate a Project Management Committee at any time.
  
  
  **Section 6.4.  Election and Term.**  The officers
--- 685,691 ----
  
  
  The Board of Directors of the corporation may, by resolution,
! dissolve a Project Management Committee at any time.
  
  
  **Section 6.4.  Election and Term.**  The officers
***************
*** 797,803 ****
  
  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.
--- 743,750 ----
  
  The corporation shall keep at its registered office or principal
  place of business, or at the office of its transfer agent or
! registrar, or at the offices of its Secretary and/or Treasurer,
! 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.
***************
*** 1063,1076 ****
  such authority may be general or confined to specific instances.
  
  
! **Section 13.6. 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.
  
--- 1010,1052 ----
  such authority may be general or confined to specific instances.
  
  
! **Section 13.6. Counterpart Execution: Facsimile Execution
! and Electronic Signatures.**
  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, or by electronically signed
! delivery in a form accepted by the Board of Directors,
! and such facsimile or electronically signed execution
  shall have the full force and effect of an original signature. All
  fully executed counterparts, whether original executions or facsimile
+ or electronically signed
  executions or a combination, shall be construed together and shall
  constitute one and the same agreement.
  
+ **Section 13.7. Form and Transmission of Written Notice.** Wherever
+ "written notice" or "notice" is required of the Corporation or its
+ members, the notice may be provided as a letter or other printed
+ document, or it may be provided as an electronically stored document
+ in a format that can be read by the recipient. Such notice may be
+ transmitted to the recipient by any of the following means: in person,
+ by first class or express mail, or by fax or other electronic
+ transmission. If made in person, such notice will be deemed to be
+ delivered immediately. If mailed, such notice shall be deemed to be
+ delivered when deposited in the United States mail or with an express
+ mail service provider, addressed to the recipient at his or her
+ address of record, with postage thereon prepaid. If faxed or emailed,
+ such notice shall be deemed to be delivered when the recipient, or a
+ representative of the recipient, confirms receipt.
+ 
+ **Section 13.8. Place and Form of Meetings.** Any meeting of members,
+ the Board of Directors, or a committee of the corporation may take
+ place at the principal office of the corporation or any other place
+ (within or outside the State of Delaware and within or outside the
+ United States) designated in the notice of the meeting. At the option
+ of the members or Board of Directors, or the committee Chairman in the
+ case of committee meetings, meetings may be held electronically or by
+ teleconference instead of in person, by means including but not
+ limited to telephone, video conference, or instant messaging.
+