Section 1.01. Name. The name of this corporation shall be MariaDB Foundation, hereinafter referred to as the “Foundation.”
Section 2.01. Purposes. The Foundation shall be operated in accordance with the provisions of Section 501(c)(3) of the Internal Revenue Code of 1986, as amended (the “Code”), and for the purposes set forth in its Certificate of Incorporation, as amended from time to time (the “Certificate”).
Section 3.01. Registered Office. The registered office of the Foundation in Delaware shall be Renaissance Centre, 405 King Street, Suite 500, Wilmington, Delaware 19801 (New Castle County), and the name of its registered agent at such address is Resagent, Inc.Section 3.02. Other Offices. The Foundation may also have offices at such other places as the Board of Directors of the Foundation may from time to time appoint or the business of the Foundation may require.
Section 4.01. Members. The Directors (as hereinafter defined) shall constitute, and serve as, the members of the Foundation, and, when acting in their capacities as Directors in accordance with these By-Laws, shall have the full power and authority to take any action, approve any matter and pass any resolution with respect to the Foundation or the members of the Foundation. A Director shall be a member of the Foundation only for the period during which such person serves as a Director of the Foundation.
Board of Directors
Section 5.01. Definition. The business and affairs of the Foundation shall be governed and controlled by the Board of Directors, hereinafter sometimes referred to as the “Board.”
Section 5.02. Number: Qualification. In addition to any ex-officio members as prescribed under these By-Laws, the Board shall consist of up to ten (10) elected members (collectively, the “Directors,” and individually, a “Director”). The number of Directors may be increased or decreased at any regular or special meeting of the Board, but shall never be less than one (1). Unless otherwise elected as a Director, the CEO of the Foundation also shall serve as a non-voting Director ex-officio and, except as otherwise provided by the Certificate, these By-Laws or applicable law, shall be entitled to vote on all matters before the Board. In order to qualify as a Director (other than an ex-officio Director), an individual shall be at least twenty-one (21) years old and demonstrate knowledge, involvement or interest in one or more of the following areas: (a) open source software; (b) fundraising or obtaining grants; or (c) any other areas beneficial to the Foundation within the scope of its purposes, as described in Article II above.
Section 5.03. Powers and Duties. The Board shall have the powers necessary for the administration of the affairs the Foundation and to do all such acts and things permitted to be exercised or done by the members or Directors of the Foundation under the General Corporation Law of Delaware, the Certificate or these By-Laws.
Section 5.04. Election and Term of Office. Directors (other than ex-officio Directors) shall be elected by the Directors, in their capacity as the members of the Foundation, in accordance with these By-Laws. Except as otherwise provided in Sections 5.05 and 5.08 hereof, each elected Director shall serve for a term of two (2) years, unless removed sooner as provided under Section 5.07 hereof, and until his or her successor is duty elected and qualifies. Directors may serve an unlimited number of terms.
Section 5.05. Designation of Directors by Classes. A Chairman shall be elected by the Directors. The Chairman shall serve for a term of two (2) years, unless removed sooner as provided under Section 5.07 hereof, and until his or her successor is duty elected and qualifies. Directors may serve an unlimited number of terms.
Section 5.06. Vacancies. Vacancies on the Board shall exist in the case of the happening of any of the following events:
(a) the death or resignation of a Director:
(b) the removal of any Director in accordance with Section 5.07 of these By- Laws; or
(c) the authorized number of Directors is increased.
Section 5.07. Removal and Declaration of Vacancy. The Directors, acting in their capacity as the members of the Foundation, may remove any Director and declare vacant the office of a Director for any reason at any annual, regular or special meeting of the Board by the affirmative vote of a majority of the Directors then serving on the Board, regardless of whether present or not.
Section 5.08. Filling of Vacancies. Vacancies on the Board may be filled by a majority of the remaining Directors, though less than a quorum, or by a sole remaining Director, in the sole discretion of such Director or Directors; provided, however, that the remaining Director or Directors shall fill the vacancies to the extent necessary to assure that the Board has the minimum number of Directors required by Section 5.02 of these By-Laws. Each Director so elected shall serve the remainder of the unexpired term of the Director whose position has been vacated, unless sooner removed pursuant to Section 5.07 hereof.
Section 5.09. Reduction of Number of Authorized Directors. No reduction in the authorized number of Directors shall result in the removal of any Director prior to the expiration of his term of office.
Section 5.10. Place of Meeting. Meetings of the Board may be held at any place within or without the State of Delaware which has been designated from time to time by resolution of the Board or the CEO or by electronic conference. Any meeting of the Board is valid, wherever held, if held with the written consent of all the Directors given before or after the meeting, which consent shall be filed with the minutes of the meetings of the Board.
Section 5.11. Annual Meetings. Annual meetings of the Board shall be held in the month of March of each year on such date and at such time as may be determined proper by the Board. If the Board fails to call an annual meeting prior to the first day of December of such year, then the CEO may call the meeting and set the date and time for such meeting. At each such meeting, the Board shall elect persons to fill the positions of Directors and officers whose terms expire at such meeting, and transact such other business of the Foundation as may properly come before the Board.
Section 5.12. Regular Meetings.
(a) Between annual meetings, regular meetings of the Board shall be held at intervals as may be determined appropriate by the Board, but not less frequently than every four (4) months following an annual meeting. Failure to hold regular meetings, however, shall not invalidate the Foundation’s existence or affect otherwise valid corporate acts.
(b) Written notice of the time and place of each regular meeting of the Board shall be delivered personally to each Director, or sent to each Director by mail or by other form of written communication (including, for example, e-mail) at least two (2) weeks before each such meeting. It shall be sufficient for purposes of complying with this notification requirement that the minutes of any proceeding meeting which makes reference to the date of the next regular meeting are forwarded to each Director at least two (2) weeks before the meeting. If the current address of a Director is not shown on the corporate records, and is not readily ascertainable, notice shall be addressed to him at the last known address of such Director as carried in the records of the Foundation. Notice of the time and the place of holding of any adjourned meeting need not be given to absent Directors if the time and place are fixed at the meeting adjourned.
Section 5.13. Special Meetings. Special meetings of the Board may be called by the CEO, or, if he is absent or unable or refuses to act, by the lesser of any two (2) Directors or the number of Directors equal to at least one-third (1/3) of all the Directors. A notice shall be given to each Director of the time, place and purpose of any special meeting by personal delivery or such notice, by telephone notice of such meeting or by written notice sent at least two (2) days prior to the convening of such meeting. If the current address of a Director is not shown on the records of the Foundation and is not readily ascertainable, notice shall be addressed to him at the last known address of such Director as reflected in the records of the Foundation.
Section 5.14. Waivers of Notice. The transaction of any business at any meeting of the Board, however called and noticed or wherever held, is valid as though held at a meeting duly held after a regular call and notice if a quorum is present and if, either before or after the meeting, each of the Directors not present signs a written Waiver of Notice, a consent to the holding of the meeting, or an approval of the minutes thereof. All such waivers, consents or approvals shall be filed with the corporate records and made a part of the minutes of the meeting.
Section 5.15. Quorum. A quorum of the Board for purposes of transacting business at any duly called meeting shall consist of at least a majority of all the Directors in office. The Directors present at a meeting that has been duly called and convened may continue to transact business until adjournment, notwithstanding the withdrawal or enough Directors to leave less than a quorum.
Section 5.16. Majority Action. Unless otherwise required by the Certificate, these By- Laws or the General Corporation Law of Delaware, a majority of the Directors present at any meeting duly held at which a quorum is present shall be sufficient to pass any measure or resolution of the Board.
Section 5.17. Action by Consent of the Board. Any action required or permitted to be taken at a meeting of the Board may be taken without a meeting if a unanimous written consent which sets forth the action is: (a) signed by each Director; and (b) filed with the minutes of the proceedings of the Board,
Section 5.18. Electronic Meetings. The Board, or any committee thereof, may conduct any meeting thereof by telephone conference, video conference or similar communications equipment if all persons participating in the meeting can hear each other in near-real-time. Participation in a meeting by these means constitutes presence in person at a meeting. The meeting shall be deemed to be held at the location in the United States closest to the registered office of the Foundation in which any person attending is physically situate, or if no person attending is so situated in the United States, in the location agreed at the meeting.
Section 5.19. Adjournment. In the absence of a quorum, a majority of the Directors present at a duly called meeting may adjourn, from time to time, until the time fixed for the next regular meeting of the Board. Notice of any adjourned meeting need not be given to absent Directors if the time and place are fixed at the meeting adjourned.
Section 5.20. Conduct at Meetings. At every meeting of the Board, the Chairman, or in his absence a chair chosen by the majority of the Directors present, shall preside. The CEO shall take appropriate minutes of the proceeding.
Section 5.21. Compensation. No Director shall receive any compensation for his services as a Director per se; provided, however, that Directors may receive reimbursement for actual costs of attending meetings of the Board. This Section shall not prevent any Director from receiving compensation for services rendered to the Foundation other than in his capacity as director. This Section is without prejudice to Section 6.10.
Section 5.22. Observers The Board may resolve to permit one or more individuals to be present at, and participate in, any meeting of the Board (an ‘Observer’). An Observer may not vote in any meeting of the Board, and shall not be counted in any quorum of any meeting. The minutes of any meeting of the Board at which an Observer is present shall record the presence of such Observer. An invitation to an Observer may be extended in relation to an individual meetings, or to meetings generally. Any single director present at a meeting may object to the presence of an Observer, in which case the Observer shall forthwith be excluded from the meeting.
Section 6.01. Number and Titles. The officers of the Foundation shall be a CEO, a Treasurer and a Secretary. The Foundation may also have, in the discretion of the Board, one or more Vice Presidents, one or more Assistant Secretaries and one or more Assistant Treasurers.
Section 6.02. Election: Term of Office. All officers of the Foundation shall be elected by the Board. The CEO, Treasurer and Secretary shall each serve at the pleasure of the Board until such officer is removed, resigns or until his or her successor is duly elected and qualifies, whichever occurs first. All other officers of the Foundation shall be elected by the Board for such terms as are designated by the Board or, if no terms are designated by the Board, for terms of two (2) years. Each such officer shall hold his office until he shall resign, be removed, or otherwise disqualified to serve, or until his successor shall be duly elected and qualifies. A person may serve an unlimited number of terms as an officer of the Foundation.
Section 6.03. Other Officers. The Board may appoint such other officers or agents as the business of the Foundation may require, each of whom shall hold such office for such a period and have such authority and perform such duties as are provided in these By-Laws or as the Board may from time to time determine.
Section 6.04. Removal and Resignation. Any officer may be removed, either with or without cause, by a majority of the Directors at any annual, regular or special meeting of the Board (or as to any assistant or subordinate officer, by any officer authorized by the Board). Any officer may resign at any time and any such resignations shall take effect at the date of the receipt of such notice, or at any later time specified therein, and unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.
Section 6.05. Vacancies. If any officer position becomes vacant by reason of the death, resignation or removal of such officer, the Board shall elect a successor who shall hold such office in accordance with Section 6.02 above.
Section 6.06. CEO. The CEO shall be the President and chief executive officer of the Foundation (referred to herein as the “CEO”) and shall have general charge and supervision of the business of the Foundation. The CEO shall exercise or perform all the powers and duties usually incident to the office of the CEO, and shall have other powers and duties as the Board may prescribe. Performance evaluation and compensation of the CEO shall be the responsibility of the Board; provided, however, that the CEO shall not participate on or vote on any matter concerning his compensation. To the extent the Foundation is a stockholder or member of another Foundation or organization, the CEO shall represent the Foundation as the stockholder or member of such other Foundation or organization for purposes of electing and removing members of the governing board of such Foundation or organization. If not elected as a Director, the CEO shall be an ex-officio non-voting Director while serving in the office of the CEO.
Section 6.07. Vice President. In the absence of, or in the event of a disability of the CEO, the Vice President, if one is elected, shall perform all duties of the CEO and when so acting shall have all the powers of the CEO and shall perform the duties and exercise the powers of the CEO. If there be more than one Vice President, their seniority in performing such duties and exercising such powers shall be determined by the Board or, in default of such determination, by the order in which they were first elected, Each Vice President shall otherwise perform such duties and have such powers as may from time to time be prescribed by the CEO of the Board,
Section 6.08. Secretary. The Secretary shall sign, with the CEO, such documents as are customarily attested to by the Secretary of a Foundation and shall attend all sessions of the Board and all meetings of the members and act as clerk thereof, and record all the votes and minutes thereof in books to be kept for that purpose. The Secretary shall give, or cause to be given, notice of all meetings of the members and of the Board, and shall maintain, keep and file the minutes, books, reports, statements and such other documents and records related to, or as may be required or necessary for the conduct of, the Foundation’s business. The Secretary shall exhibit at all reasonable times to any Director the By-Laws and the minutes of proceedings of the Board and shall perform such other duties that are incident to the office of Secretary under applicable law, the Certificate or these By-Laws, and as may be prescribed by the Board or by the CEO from time to time. The Secretary shall keep in safe custody the corporate seal of the Foundation, and may affix the same to any instrument requiring it and attest the same,
Section 6.09. Treasurer. The Treasurer shall be the chief financial officer of the Foundation (referred to herein as the “Treasurer”) and shall cause full and accurate accounts of receipts and disbursements to be kept in books belonging to the Foundation and shall see to the deposit of ail moneys and other valuable assets in the name and to the credit of the Foundation in such depository or depositories as may be designated by the Board, subject to disbursement or disposition upon orders signed In such manner as the Board shall prescribe. The Treasurer shall render to the CEO, at the regular meetings of the Board or whenever the CEO or the Board may require it, an account of all his transactions as Treasurer and of the results of operations and financial condition of the Foundation, In addition, the Treasurer shall perform such other duties that are incident to the office of Treasurer under applicable law, the Certificate or these By-Laws, and as may be prescribed by the Board from time to time.
Section 6.10. Compensation. An officer of the Foundation may receive reasonable compensation for his or her services to the Foundation in that capacity.
Section 7.01. Committees. The Board may appoint, from among its members, an Executive Committee and other committees composed of two (2) or more Directors and delegate to those committees any of the powers of the Board, except: (a) any power the Board is prohibited from delegating under the General Corporation Law of Delaware; (b) the power to elect Directors; or (c) the power to amend these By-Laws.
Section 7.02. Committee Procedure. The Board shall have the power to prescribe the manner in which the proceedings shall be held. Unless the Board shall otherwise provide, the actions of each committee shall be governed by the following rules of procedure. The majority of the members of a committee shall constitute a quorum for the transaction of business and an act of a majority of those present at a meeting in which a quorum is present shall be the act of the committee. The members of the committee present at any meeting, whether or not they constitute a quorum, may appoint a Director to act in the place of an absent member. Any action required or permitted to be taken at a meeting of a committee may be taken without a meeting, If a unanimous written consent which sets forth the action is (a) signed by each member of the committee; and (b) filed with the minutes of the proceedings of the committee. The members of the committee may conduct any meeting thereof by telephone conference or similar communications equipment if all persons participating in the meeting can hear each other at the same time. Participation in a meeting by these means constitutes presence in person at a meeting. In the absence of any prescription by the Board or any applicable provision of these By- Laws, each committee may prescribe the manner in which its proceeding shall be conducted.
Section 8.01. Nature of Indemnity. The Foundation shall indemnify any 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, by reason of the fact that he or she is or was or has agreed to become a Director or officer of the Foundation, or is or was serving or has agreed to serve at the request of the Foundation as a Director or officer of another Foundation, partnership, joint venture, trust or other enterprise, or by reason of any action alleged to have been taken or omitted in such capacity, and may indemnify any person who was or is a party or is threatened to be made a party to such an action, suit or proceeding by reason of the fact that he or she is or was or has agreed to become an employee or agent of the Foundation, or is or was serving or has agreed to serve at the request of the Foundation as an employee or agent of another Foundation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person or on his or her behalf in connection with such action, suit or proceeding and any appeal therefrom, if the person acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the Foundation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful; except that in the case of an action or suit by or in the right of the Foundation to procure a judgment in its favour (1) such indemnification shall be limited to expenses (including attorneys’ fees) actually and reasonably incurred by such person in the defence or settlement of such action or suit, and (2) no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the Foundation unless and only to the extent that the Delaware Court of Chancery or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Delaware Court of Chancery or such other court shall deem proper. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he or she reasonably believed to be in or not opposed to the best interests of the Foundation, and, with respect to any criminal action or proceeding, had reasonable cause to believe that his or her conduct was unlawful,
Section 8.02. Successful Defence. To the extent that a Director, officer, employee or agent of the Foundation has been successful on the merits or otherwise in defence of any action, suit or proceeding referred to in Section 8.01 of this Article VIII or in defence of any claim, issue or matter therein, he or she shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by him or her in connection therewith.
Section 8.03. Determination that Indemnification is Proper. Any indemnification of a Director or officer of the Foundation under Section 1 of this Article VIII (unless ordered by a court) shall be made by the Foundation unless a determination is made that indemnification of the Director or officer is not proper in the circumstances because he or she has not met the applicable standard of conduct set forth in Section 8.01. Any indemnification of an employee or agent of the Foundation under Section 1 (unless ordered by a court) may be made by the Foundation upon a determination that indemnification of the employee or agent is proper in the circumstances because he or she has met the applicable standard of conduct set forth in Section 8.01. Any such determination shall be made (1) by the Board of Directors by a majority vote of a quorum consisting of Directors who were not parties to such action, suit or proceeding, or (2) if such a quorum is not obtainable, or, even if obtainable a quorum of disinterested Directors so directs, by independent legal counsel in a written opinion, or (3) by the stockholders.
Section 8.04. Advance Payment of Expenses. Unless the Board of Directors otherwise determines in a specific case, expenses incurred by a Director or officer in defending a civil or criminal action, suit or proceeding shall be paid by the Foundation in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of the Director or officer to repay such amount if it shall ultimately be determined that he or she is not entitled to be indemnified by the Foundation as authorized in this Article VIII. Such expenses incurred by other employees and agents may be so paid upon such terms and conditions, if any, as the Board of Directors deems appropriate, The Board of Directors may authorize the Foundation’s legal counsel to represent such Director, officer, employee or agent in any action, suit or proceeding, whether or not the Foundation is a party to such action, suit or proceeding.
Section 8.05. Survival: Preservation of Other Rights. The foregoing indemnification provisions shall be deemed to be a contract between the Foundation and each Director, officer, employee and agent who serves in any such capacity at any time while these provisions as well as the relevant provisions of the Delaware General Corporation Law are in effect and any repeal or modification thereof shall not affect any right or obligation then existing with respect to any state of facts then or previously existing or any action, suit, or proceeding previously or thereafter brought or threatened based in whole or in part upon any such state of facts. Such a contract right may not be modified retroactively without the consent of such Director, officer, employee or agent. The indemnification provided by this Article VIII shall not be deemed exclusive of any other rights to which a person indemnified may be entitled under any by-law, agreement, vote of stockholders 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, and shall continue as to a person who has ceased to be a Director, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such a person. The Foundation may enter into an agreement with any of its Directors, officers, employees or agents providing for indemnification and advancement of expenses, including attorneys* fees, that may change, enhance, qualify or limit any right to indemnification or advancement of expenses created by this Article VIII.
Section 8.06. Severability. If this Article VIII or any portion hereof shall be invalidated on any ground by any court of competent jurisdiction, then the Foundation shall nevertheless indemnify each Director or officer and may indemnify each employee or agent of the Foundation as to costs, charges and expenses (including attorneys’ fees), judgment, fines and amounts paid in settlement with respect to any action, suit or proceeding, whether civil, criminal, administrative or investigative, including an action by or in the right of the Foundation, to the fullest extent permitted by any applicable portion of this Article VIII that shall not have been invalidated and to the fullest extent permitted by applicable law.
Section 8.07. Subrogation. In the event of payment of indemnification to a person described in Section 8.01 of this Article VIII, the Foundation shall be subrogated to the extent of such payment to any right of recovery such person may have and such person, as a condition of receiving indemnification from the Foundation, shall execute all documents and do all things that the Foundation may deem necessary or desirable to perfect such right of recovery, including the execution of such documents necessary to enable the Foundation effectively to enforce any such recovery.
Section 8.08. No Duplication of Payments. The Foundation shall not be liable under this Article VIII to make any payment in connection with any claim made against a person described in Section 8.01 of this Article VIII to the extent such person has otherwise received payment (under any insurance policy, by-law or otherwise) of the amounts otherwise payable as indemnity hereunder,
Conflicts of Interest Policy
Section 9.01. Full Disclosure. Any Director, officer, key employee or committee member having an interest In a contract or other transaction with the Foundation shall disclose such interest to the Board, or a proper committee thereof, for consideration, authorization, approval, or ratification and shall make a prompt, full and frank disclosure of his or her interest to the Board or committee prior to its acting on such contract or transaction. Such disclosure shall include any relevant and material facts, known to such person, about the contract or transaction which might reasonably be construed to be adverse or potentially adverse to the Foundation’s interests.
Section 9.02. Procedure.
(1) The Board, or the proper committee thereof to which such disclosure is made, shall thereupon determine, by majority vote, whether the disclosure shows that a conflict of interest exists or can reasonably be construed to exist. If a conflict Is deemed to exist, such person shall not vote on, nor use personal influence on, nor participate (other than to present factual information or to respond to questions) in the discussions or deliberations with respect to, such contract or transaction. Such person may be counted in determining the existence of a quorum at any meeting where the contract or transaction is under discussion or is being voted upon. The minutes of the meeting shall reflect the disclosure made, the vote thereon and, where applicable, the abstention from voting and participation, and that a quorum was present.
(2) The Board may adopt conflict of interest policies requiring:
- (a) regular annual statements from Directors, officers and key employees that disclose existing and potential conflicts of interest; and
- (b) corrective and disciplinary actions with respect to transgressions of such policies.
For purposes of this Article IX, a person shall be deemed to have an “interest” in a contract or other transaction if the person is the party (or one of the parties) contracting or dealing with the Foundation, or is a director, trustee or officer of, or has a significant financial or influential interest in, the entity contracting or dealing with the Foundation other than Foundations, partnerships, joint ventures, or other entities owned, controlled, or managed by the Foundation.
Section 10.01. Corporate Records. The Foundation shall keep at its registered office in the State of Delaware or at its principal place of business wherever situated an original or duplicate record of the proceedings of the Directors and the original or copy of its By-Laws, including all amendments and alterations thereto to date, and a register, giving the names and addresses of the members of the Board. The Foundation shall also keep complete and accurate books or records of account. The books and records of the Foundation may be in written form or in any other form which can be converted within a reasonable time into written form for visual inspection.
Section 10.02. Right Of Inspection. Every member of the Board shall, upon written demand under oath stating the purpose thereof, have a right to examine, in person or by agent or attorney, during the usual hours for business for any proper purpose, one reasonably related to the interest of such person as a member of the Board, books and records of account, and records of the proceedings of the Directors, and to make copies or extracts therefrom.
Section 11.01. Execution Of Written Instruments. All contracts, deeds, mortgages, obligations, documents and instruments, whether or not requiring a seal, may be executed by the CEO and attested by the Secretary, an Assistant Secretary, or a Director. A person who holds more than one office in the Foundation may not act in more than one capacity to execute, acknowledge or verify an instrument required by law to be executed, acknowledged or verified by more than one officer. All checks, notes, drafts and orders for the payment of money or other evidences of indebtedness issued in the name of the Foundation shall be signed by the CEO, Executive Vice President or Treasurer of the Foundation, or such other officers of the Foundation as the Board or the CEO may from time to time designate. The Board, except as otherwise provided in these By-Laws, may by resolution authorize any officer or agent of the Foundation to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Foundation, and such authority may be general or confined to specific instances. Further, the CEO, except as otherwise provided in these By-Laws or otherwise directed by the Board, may authorize any officer or agent of the Foundation to execute and deliver any contract or instrument in the name of and on behalf of the Foundation that the CEO had the authority to execute and deliver pursuant to these By-Laws or by resolution of the Board.
Section 11.02. Transactions With Board Members And Officers. Without limiting the provisions of these By-Laws or applicable law, no contract or transaction between the Foundation and one or more of its Board members, or between the Foundation and any other Foundation, partnership, association or other organization in which one or more of its Board members may have a financial interest, shall be void or voidable solely for such reason, or solely because the Board member is present at or participates in the meeting of the Board which authorizes the contract or transaction, if the material facts as to his interest and as to the contract or transaction are disclosed or are known to the Board and the Board in good faith authorizes the contract or transaction by the affirmative votes of a majority of the disinterested Board members even though the disinterested members are less than a quorum, Common or interested Directors may be counted in determining the presence of a quorum at a meeting of the Board which authorizes the contract or transaction specified in this Section 11.02.
Section 11.03. Fiscal Year. The fiscal year of the Foundation shall end on the 31st day of December of each calendar year unless otherwise approved by the Board.
Section 11.04. [NOT USED]
Section 11.05. Mail. Any notice or other document that is required by these By-Laws to be mailed shall be deposited in the United States Mail, postage prepaid.
Section 11.06. Construction and Terms. If there is any conflict between the provisions of these By-Laws and the Certificate, the provisions of the Certificate shall govern. Should any of the provisions or portions of these By-Laws be held unenforceable or invalid for any reason, the remaining provisions and portions of these By-Laws shall be unaffected by such holding. All terms and words used in these By-Laws, regardless of the number or gender in which they are used, shall be deemed to include any other number or any other gender as the context may require.
Amendment Of By-Laws
Section 12.01. Amendments. These By-Laws may be altered, modified, amended, supplemented or repealed by the Directors at any regular or special meeting of the Board, duly convened after notice to the Directors for that purpose at which a quorum is present, by the vote of two-thirds (2/3) of the Directors present at such meeting; or by unanimous written consent or consents of all of the Directors, without a meeting.
Irrevocable Dedication: Dissolution And Reversion
Section 13.01. Irrevocable Dedication. The Foundation is not organized, nor shall it be operated, for a pecuniary gain or profit. The property, assets, profits and net income of the Foundation are irrevocably dedicated to the purposes of the Foundation as set forth in Article II and no part of the profits or net income shall inure to the benefit of any Director, officer or member thereof (provided that this shall not prevent any Director, officer or member from receiving remuneration for services rendered under a valid contract for services with the Foundation).
Section 13.02. Dissolution. Upon a dissolution of the Foundation, and after all of the known debts and liabilities of the Foundation have been paid or adequately provided for, any remaining net assets of the Foundation shall be distributed by the Board to one or more organizations selected by the Board which will help to further the purposes of the Foundation as set forth in Article II.
Adopted as approved by the Board of Directors of MariaDB Foundation, effective as of 17 April 2019.