Bylaws of the Portland Open Source Software Entrepreneurs (POSSE)
March 18th, 2006

Article I. Name

The name of this corporation is Portland Open Source Software Entrepreneurs, an Oregon non-profit corporation, hereinafter referred to as “POSSE.”

Article II. Purpose

The purpose of POSSE shall be to provide a forum for discussing the business aspects of open source software and educate organizations on the value of open source software and carry on such other related activities to the extent permitted under Oregon law.

Article III. Duration

There shall be no set limit as to the period of time for the existence of POSSE as such period shall be considered perpetual except as may be provided by these bylaws.

Article IV. Offices

The principal office of POSSE shall be 4684 SE Johnson Creek Blvd. in Portland, Oregon 97222. POSSE may also have offices at such other places as the Board of Directors, from time to time, may designate.

Article V. Membership

A. Membership. Membership shall be annual membership and shall be open to any person, firm or organization who is nominated by an existing POSSE member and seconded by another POSSE member without objection of other POSSE members, who abides by the membership agreement, whose interests are not adverse to the objectives and purpose of POSSE, and who pays the dues and fees as established by the Board of Directors. Such membership agreement as established by the Board of Directors shall be uniform in its application to all members. Payment of such dues and fees is a condition precedent to membership in POSSE. Each membership is equivalent to one share and one vote. To qualify for a membership, an annual membership fee to be determined by the Board of Directors must be paid.

B. Certificates for Membership. Certificates representing membership in POSSE shall be in such form as shall be determined by the Directors. Such certificates shall be signed by the President and by the Secretary or by such other officers authorized by law and by the Directors. All certificates for membership shall be consecutively numbered or otherwise identified. The name and address of the members and date of issue shall be entered on the membership certificate books of POSSE. Each certificate for membership shall contain terms and conditions governing the membership as well as providing provisions addressing membership termination and withdrawal. These terms and conditions shall represent the membership agreement and shall be binding upon the member from the date of issuance. Members shall be entitled to appear on promotional materials produced by POSSE when such materials have space allocated, attend POSSE events, and participate in POSSE marketing activities, at a price and in a manner set by the Board of Directors.

C. Transferability of memberships. Memberships shall not be transferable.

D. Suspension, Termination, or Withdrawal of Memberships. The Board of Directors upon unanimous approval may suspend a member after 30 days notice for harboring interests adverse to the objectives and purpose of POSSE, or for failure to comply with the membership agreement. In the event that the non-payment or failure to comply with the membership agreement is corrected within 30 days of notice of the same to the member, the member may be reinstated upon unanimous approval of the Directors. No member may be reinstated if determined to harbor interests adverse to the objectives and purpose of POSSE. Membership fees shall only be refundable if written notice of termination is received within 30 days of joining POSSE. Voting rights shall be terminated upon receipt of written notice.

Article VI. Meetings of Members

A meeting of the members shall be held every two years. A special meeting of the members may be called at certain times by the members or by the Board of Directors.

A. Annual membership meeting. A general membership meeting shall be held once every second calendar year between September 1 and October 15 at which time members will elect Directors and conduct such other business as the members and the Board of Directors deem appropriate.

B. Notice of annual meeting. Notice of the general membership meeting shall be given at least 45 days prior to the meeting and shall be posted in the principal office and shall be sent by e-mail to each member of POSSE at the member's last known address and shall include the agenda of the meeting as well as a list of candidates for the Board of Directors with a short paragraph about each candidate, written by each candidate. Each candidate for the Board of Directors must be a member of POSSE in good standing and must give said written notice of candidacy and a written statement at least 45 days prior to the annual membership meeting, which shall include giving notice to at least one Director.

C. Agenda of annual Meeting. Members may have an item added to the agenda of the annual membership meeting by submitting a written request to a Board member no less than 35 days prior to the annual meeting. The request must be acted upon within 10 days of submission to the Board of Directors. If the request is denied, the requesting members have the option of gathering the signatures of 5% of the membership to have the item added to the agenda. The agenda item and necessary signatures must be submitted 10 days prior to the annual meeting. If the Board of Directors fail to timely act upon the request as provided, the item submitted will automatically be added to the agenda. If an item is added to the original agenda, notice of the final agenda shall be posted in the principal office and shall be sent by e-mail to each member of POSSE at the member's last known address.

D. Special Meetings. A special meeting of members may be called at any time by the President or the Board of Directors, or shall be called by the President at the written request of not less than 10% of the members. The agenda shall be limited to the specific items identified by the President or Board of Directors as the basis for the meeting.

E. Notice of special meetings. Notice of special meetings shall be delivered to the secretary shall be posted in the principal office and shall be sent by e-mail to each member of POSSE at the member's last known e-mail address. The notice shall include the agenda of the meeting, and the place, date, and time of the meeting.

F. Voting. Each member shall be entitled to only one vote on each issue or for each vacancy on the Board of Directors. Proxy voting shall be prohibited. Candidates receiving the most votes for vacancies on the Board of Directors shall be elected by a simple majority vote. In no way shall the articles of incorporation or the by-laws be amended so as to allow for some members to have greater voting power than others, whether such power be proposed based on shares in POSSE, purchasing at POSSE, or participation in POSSE. No member shall be given more voting power than any other member.

G. Quorum. Membership meetings shall require a quorum of at least 10% of the membership or 20 persons, whichever is less. Special meetings shall require a quorum of at least 20% of the membership or 40 persons, whichever is less. Only members in actual attendance at the meeting who have signed in before voting begins shall count towards a quorum. Members present at a duly organized meeting may continue to do business until adjournment notwithstanding the withdrawal of enough members leaving less than a quorum.

H. Decisions by consensus. Decisions at general membership meetings and special meetings shall be made by consensus process as adopted by the general membership and adopted as Amendment A unless otherwise stated in the by-laws.

Article VII. Board of Directors

There shall be five elected Directors.

A. Term of office. A term of office shall be twenty-four months. Directors may run for re-election. Elections for all Directors will take place on even numbered years at the annual membership meeting, starting with 2006. This meeting shall be called an election meeting.

B. Compensation. Directors will receive no compensation.

C. Removal. The Board of Directors can remove a Director for not attending three consecutive regularly scheduled Board meetings or three regularly scheduled meetings over a nine month period. The Board of Directors can recommend to POSSE membership removal of a Director for cause, including but not limited to: 1) conduct detrimental to interests of POSSE; 2) lack of sympathy with POSSE's objectives; or 3) refusal to render reasonable assistance in carrying out POSSE's purposes. Any Director subject to a recommendation of removal for cause by the Board of Directors shall be given an opportunity to appeal the decision at the next general membership meeting or special meeting held for such purpose. Said Director may be reinstated on the Board of Directors at such time based on a two thirds vote of approval by the general membership present at the general membership meeting or special meeting as applicable. Directors may be removed by the members present at a general membership meeting or at a special meeting held for such purpose by a two thirds vote so long as said Director has been given written notification at least five weeks prior to the meeting and is given the opportunity to put forth a defense at the meeting. Under no circumstances may a Director vote on the removal or reinstatement of any Director, including votes concerning his or her own position on the Board of Directors.

E. Vacancies. Vacancies on the Board of Directors shall be filled by appointment based on a consensus vote of the Board of Directors. The appointment of any Director as a result of a vacancy shall be subject to general membership approval at the next general membership meeting. Any such approval shall be limited to the remaining balance, if any, of the previous Director's existing term.

F. Membership. Directors need not be members.

Article VIII. Duties of Directors

The duties and powers of the Board of Directors, in addition to those defined elsewhere in the by-laws, and in addition to those necessary or appropriate for the proper conduct of the affairs of POSSE, shall be as follows:

A. Powers. The Board of Directors shall coordinate and facilitate the functioning of POSSE. The Board shall adopt such rules, regulations and resolutions not inconsistent with the Articles of Incorporation and the By-laws as it may deem proper for the conduct of its meetings and the management of POSSE. The Board of Directors will have powers to hire, evaluate, and dismiss employees and contractors, elect Officers of POSSE, fill vacancies on the Board, and generally oversee the management of POSSE.

B. Membership meetings. The Directors shall be required to be present at the annual and special meetings of the members.

C. Officers. The Board of Directors shall elect a President, a Vice President, a Treasurer, and a Secretary.

D. Official acts of the Board. Decisions shall be made on a consensus basis.

E. Board meetings. The Board of Directors shall meet at least once monthly, and more often if it is appropriate, at a time and place determined by the Board of Directors and posted seven days in advance in the principal office. A quorum shall consist of a majority of the Directors in office. Special meetings may be called by the President, or by three members of the Board of Directors and all Directors shall receive notice in writing seven days prior to each such meeting. Directors who cannot attend a meeting in person may participate by telephone by notifying the President no less than twenty four hours before the meeting. Any member, who is not already a member of the Board of Directors, may attend a Board meeting, however, such member(s) may not provide comment, vote, or otherwise actively participate in the meeeting except during comment periods specified by the Board. The Board of Directors shall have the authority to close the Board meeting to attendance by the general membership when the Board of Directors determines such is in the best interest of POSSE.

F. Procedure. The Board can establish its own rules of procedure not inconsistent with the matters addressed herein.

G. Committees. The Board of Directors shall call together and dissolve committees as they see fit. Standing committees may only be dissolved through consensus approval by the Board of Directors.

Article IX. Officers

A. Number. The officers of POSSE shall be a President, a Vice-President, a Secretary and a Treasurer, each of whom shall be elected by the Directors. Such other officers and assistant officers as may be deemed necessary may be elected or appointed by the Directors.

B. Election and Term. The officers of POSSE to be elected by the Directors shall be elected at the first meeting of the Directors held after each election meeting of the members as specified in Article VII A. Each officer shall hold office until his successor shall have been duly elected and qualified, or until his/her death or until s/he resigns or has been removed as provided in these by-laws.

C. Removal. Any officer elected or appointed by the Directors may be removed by the Directors whenever in their judgment the best interests of POSSE would be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed.

D. Vacancies. A vacancy in any office because of death, resignation, removal, disqualification or otherwise, may be filled by the Directors for the unexpired portion of the term.

Article X. Duties and Powers of Officers

The duties and powers of the Officers, in addition to those defined elsewhere in the by-laws, and in addition to those necessary or appropriate for the proper conduct of the affairs of POSSE, shall be as follows:

A. President. The President shall: a) preside over all meetings of POSSE and of the Directors; b) sign as President, with the Secretary, all notes, deeds and other conveyances of real estate, as well as all certificates of stock of POSSE.

B. Vice President. In the absence or disability of the President, the Vice President shall perform the duties of the President. The Vice President shall also perform such duties as may be assigned to him/her by the President or Board of Directors.

C. Secretary. The Secretary shall: a) ensure that a complete record of the meetings of POSSE and of the Board of Directors is kept; b) sign as secretary, with the President, all notes, deeds and other conveyances of real estate, as well as all certificates of stock of POSSE, and affix the corporate seal to all documents requiring attestation; c) cause to be prepared and submitted to the annual meeting of the members a complete and detailed report of the current and previous year's business which annual report shall contain a statement of assets and liabilities, a statement of income and expenses, and such other statements and statistical memoranda as the Board of Directors shall require; d) provide that all notices required by law be served; e) provide that all documents required by law be submitted; f) perform such other duties as may be required of him or her by POSSE or the Board of Directors.

D. Treasurer. The Treasurer shall: a) oversee the receipt and disbursement of all funds of POSSE; b) ensure that complete records of all financial transactions of POSSE are kept; and, c) perform such other duties pertaining to his or her office as may be required by the Board of Directors.

E. Secretary-Treasurer. In the event that the office of Secretary-Treasurer are combined by the Board of Directors, his or her duties shall be a combination of the duties of the Secretary and the Treasurer and his or her office shall be known as Secretary-Treasurer.

Article XI. Contract. Checks. Deposits. Loans

A. Contracts. Checks. Loans. The Directors may authorize any officer or officers to enter into any contract or execute and deliver any instrument in the name of and on behalf of POSSE, and such authority may be general or confined to specific instances. All checks, drafts or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of POSSE, shall be signed by such officer or officers of POSSE and in such manner as shall from time to time be determined by resolution of the Directors. No loans thereby indebting POSSE shall be authorized prior to approval by the general membership.

B. Deposits. All funds of POSSE shall be deposited from time to time to the credit of POSSE in such banks, trust companies or other depositories as the Board of Directors may select.

Article XII. General Surplus Reserve

The Board of Directors shall at the end of each fiscal year provide for the distribution of POSSE's net savings from operation remaining after expenses have been met, according to the following method:

A. General Surplus Reserve. The Board of Directors shall first allocate from such net savings to POSSE's general surplus reserve such amount as it shall determine to be necessary or appropriate. The general surplus reserve shall be used to absorb operating deficits, losses, and unanticipated costs or expenses. The general surplus reserve shall be the indivisible property of POSSE as a whole.

Article XIV. Books and Records

POSSE shall keep a correct and complete record of annual reports and related recommendations submitted to or created by the Board of Directors and a correct and complete record of accounts for POSSE, and the Board of Directors shall keep copies of the minutes of the membership meetings and meetings of the Board of Directors. The Board of Directors shall make available the annual reports and related recommendations, the record of accounts, and the minutes of the membership meeting and meetings of the Board of Directors for the examination and review of the members by appointment within seven days of receipt of a written request by members to review said documents and records of accounts.

Article XV. Waiver of Notice

Unless otherwise provided by law, whenever any notice is required to be given to any member or Director of POSSE under the provisions of these by-laws or under the provisions of the articles of incorporation, a waiver thereof in writing, signed by the person or persons entitled to such notices whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.

Article XVI. Indemnification

A. Indemnification. POSSE shall indemnify, defend, and hold harmless each officer and director of POSSE as provided under Oregon law from and against all costs, losses, expenses, and claims incurred by such person because the person is or was a director or officer of POSSE provided such person conducted himself or herself in good faith, the person reasonably believed that his or her conduct was in POSSE's best interests, in the case of conduct in such person's official capacity, or in all other cases, his or her conduct was at least not opposed to POSSE's best interests, and in the case of any criminal proceeding, the person had no reasonable cause to believe that his or her conduct was unlawful. Notwithstanding the foregoing, this indemnification shall not include any damages caused by the sole negligence of the officer, director, their agents, consultants, legal counsel, or other representatives.

B. Insurance. POSSE may use a portion of its revenue to purchase insurance necessary for indemnification of Officers and Directors.

Article XVII. Miscellaneous Provisions

A. Fiscal Year. The fiscal year of POSSE will run from January 1 through December 31.

B. Corporate Seal. The Directors shall provide a corporate seal which shall be circular in form and shall have inscribed thereon the name of the Corporation, the State of incorporation, and the words, "Corporate Seal."

C. Amendments and Initiatives. All of the by-laws and articles of incorporation for POSSE, except as otherwise provided in these by-laws, may be amended or repealed and new by-laws adopted by consensus approval of the members at the next general membership meeting.

D. Notice. Whenever notice is given pursuant to these by-laws by United States mail, it shall be deemed to have been given when deposited in the United States mail. Whenever notice is given pursuant to these by-laws by email, it shall be deemed to have been given when transmitted.

E. Dissolution. In the event of the dissolution of POSSE, assets shall be distributed in the following manner: First, any outstanding secured loans shall be paid off. Second, unsecured loans shall be paid. Third, equity shares shall be returned to members. Fourth, remaining assets of POSSE shall be distributed by the Directors to non-profit organizations or other organizations that possess a mission, objectives, and purpose similar to that of POSSE.

F. Severability. Wherever possible, each provision of these by-laws shall be interpreted in such manner as to be effective and valid under the laws of the State of Oregon, or, as applicable, under the laws of the United States, but if any provision of these by-laws shall be prohibited or invalidated thereby, such provision shall be ineffective to the extent of such prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions of these by-laws.

Attachment A
POSSE Consensus Process
8/7/2006

Consensus is a decision-making model that empowers participants to cooperate with each other in order to reach an outcome which is in the best interest of the group as a whole and which furthers the group's stated purpose. Formal Consensus is simply a codified version of consensus.

Consensus encourages active participation of each individual by establishing a collective ownership of all proposals, concerns and discussions which the group entertains.

Consensus thrives on the input of a wide range of views because the traditional 'yea' or 'nay' vote is rejected in favor of a 3-option vote that reserves a negative vote for only exceptional circumstances. Thus, dissenting individuals are impelled to raise their concerns, and the group is inclined to incorporate them in order to insure broad support.

Prior To a Meeting:

Roles rotate monthly to allow everyone to experience them. Multiple volunteers for a role 'stack' and rotate every month in order of volunteering, unless a volunteer has never held the role in question, in this case the 'new' volunteer has an opportunity to serve before any volunteer that has already served in that role. In general, a role does not grant any special authority to a participant, rather it offers certain duties and responsibilities which they should concentrate on in order to assist the group process. Duties of a role are available for any participant to exercise, but responsibilities may be exercised by that role alone (see below). A member must have attended one meeting before S/he can serve in a role. Not all roles are necessary for each meeting except the Facilitator.

Facilitator

The Facilitator is the key role to the consensus process. S/he remains an unbiased observer and is limited to statements of fact. S/he retains an empty state of mind because s/he must guide the group to reach a comprehensive decision that represents everyone's views (this assessment of the collective voice is called the "sense of the meeting."). S/he may not block a decision, unless S/he first 'steps down' to another volunteer facilitator.

Responsibilities:

1. Recognize participants to speak;
2. test for consensus;
3. determine legitimacy of blocks with input from group,
4. ask for additions to agenda.

Duties:

1. Listen carefully to discussion, and state the sense of the meeting;
2. keep the discussion within the agenda item;
3. adhere to time limits;
4. assure that proper procedure is being followed.

Powers:

1. Interrupt speakers/stack without recognition.
2. If necessary, deputize a 'stack-keeper'.

Other Important Roles

Process Observer/"Vibes Watcher"
The duty of the Process Observer/"Vibes Watcher" is to maintain group cohesion on an interpersonal level by identifying and attempting to resolve anger, hidden agendas, racist overtones, etc. S/he can interrupt speakers/stack in the performance of the role.

Scribe
The Scribe is responsible for displaying relevant information on visual aids during discussion.

Minutetaker
The Minutetaker is responsible for making a written record of the outcome of all meeting discussions to distribute to the group. Minutes must be taken on a laptop and uploaded to the mailing list within 48 hours of the meeting end.

Timekeeper
The duty of the Timekeeper is to keep track of the allotted time for an agenda item.

Doorkeeper
The duty of the Doorkeeper is to be available to latecomers and provide written notes as to what had transpired before they arrived and an agenda. The doorkeeper is also responsible for welcoming new attendees and providing them with an overview of POSSE and introductions.

Convener
The Convener is responsible for developing the tentative agenda, posting to the website, printing agendas for meetings, sending meeting 'evites', and posting meeting info to various websites.

Participants should also review and make necessary alterations to a tentative agenda placed on the website and adopt it as the agenda contract. The group may amend the contract at the meeting.

To Start a Meeting:

1. At the appointed meeting start time, a brief moment of 'declaring intention' should be called, during which time there is no talking, to allow the group to abandon discussion of personal matters and concentrate on the issues of the group.
2. Everyone should introduce themselves.
3. Participants should review and make necessary alterations to a tentative agenda and adopt it as the agenda contract. The group may amend the contract as the meeting progresses.

How to Participate:

Every individual in a meeting except the Facilitator is called a participant. During the meeting, participants should conduct themselves in the following manner :

1.Participants are responsible for expressing their concerns. All sincere comments are important and valuable. However, it is not appropriate to come to a meeting with the intention to block a proposal, or to hold back concerns until late in the procedural cycles.
2.Participants wishing to speak should raise their hand, and wait for recognition from the Facilitator when it is their turn to speak. The order of speakers is called the 'stack.' Participants should direct their comments to the proposal and speak to the group to reduce interpersonal conflict.
3.Participants can interrupt speakers/stack by making a 'time-out' hand signal and wait for the Facilitator to recognize them. This is appropriate for:

Point of information - factual, non-opinionated information unknown to the group
which is of immediate relevance.
Point of Clarity - explanation for a participant who is unclear about what is
transpiring or being discussed.
Point of Process - recognition of a problem of process break-down
Point of Duty - interruption in the performance of a role. Any role empowered
to interrupt should do so sparingly.

4. The Facilitator and Participants may suggest the use of special discussion techniques if they might be more productive than whole group discussion.

Go-Round - All participants have a turn to speak on a specific matter, without any
responses to the comments of others allowed.
Brainstorming - Participants may speak without being recognized by the Facilitator
in order to encourage many free-flowing ideas.
Focus Group - The whole circle breaks up into smaller units of 3-6 participants
that nominate a note-taker to report to the larger group when it reconvenes.

5.If meetings get tense or participants are worn out, Facilitator and Participants may suggest a tension breaking technique such as a short break, moment of silence, seating swap, etc.
6.Participants may submit a proposal or express their sense of the meeting.
7.Participants should indicate their position when testing for consensus.
8.Raise the issue of someone abusing or neglecting the duties or responsibilities of their role.

Consensus Procedure

Cycle One - Presentation, Clarification, and General Discussion

A matter requiring a decision, such as a proposal, is presented to the group, after which the Facilitator shall encourage questions of clarification and informative answers. This is not the time for speeches or personal opinions. Once the Facilitator is satisfied that the proposal is clearly understood by the group, s/he shall encourage a general discussion of the proposal.

Discussion in this cycle should originally be the broadest in scope, encouraging the creative interplay of ideas. The whole proposal should be taken into account, without any one concern dominating the discussion.

Gradually, the proposal should be developed by including the input of all participants until it is in the best interest of the whole group. Generally, the process begins and ends in this cycle, because all concerns should be raised here, and subsequently addressed by incorporating them into the final decision.

Testing for Consensus

When the Facilitator feels that discussion is complete, s/he should ask to "test for consensus." Participants should clearly indicate their position by making one of three hand signals:

1. Thumbs Up - (Approve)
The participant feels confident in the proposal
2. Thumbs Side - (Stand Aside)
The participant is willing to allow the proposal to be adopted, even though s/he has concerns or is indifferent. This position is the critical component of consensus that empowers dissidents to accept a decision by identifying with the best interests of the group as a whole.
3. Thumbs Down - (Block)
The content decision might conflict with the group's stated purpose and shared values, or the decision making process has been problematic. This position is considered a "block" because the content of the proposal cannot be adopted if any participant legitimately expresses this position.

If there are no blocks, or if the group decides to move forward if there are any stand asides, the responsibilities for implementing the decision should be assigned. Otherwise, the group can consider closing options or move on to the next cycle.

Cycle Two - Addressing Blocks

Blocks are recognized to express their concerns, which are listed on a visual aid, and, like proposals, are owned collectively by the group. The group should focus on identifying relationships behind the concerns and group them together where appropriate. Comments which attempt to defend the proposal at this stage are not allowed.

Cycle Three - Resolve Concerns

In turn, each concern is discussed and resolved as the proposal is explained or changed to address it. If, after a full discussion, a concern remains unresolved, the Facilitator will directly question the Block of how the concern is based upon the group's stated purpose and shared values, or how the decision making process has been problematic. After hearing from the Block, a Go-Round asks each participant to comment on the block's legitimacy. Given the input of the group, the Facilitator decides whether the Block stands or is over-ruled for being illegitimate.

Closing Options

At the end of each cycle, the group may choose to send the proposal to a committee of resolution (composed of skilled representatives of each side), standing committee, or lay aside the decision for potential discussion in the future.

-end-