By-Laws

The name of this corporation, a Delaware general corporation, shall be OpenSSL Software Services Inc. (“OSS”). Notwithstanding the registered name of the corporation, the corporation may also refer to itself as the “OpenSSL Corporation”.

OSS shall maintain an office in a place determined by the Board, which is not required to be in the state of Delaware. OSS shall have a registered agent as required by law.

Section 1.

The purposes of OSS shall be to support the OpenSSL Projects (openssl-projects.org/) in accordance with the OpenSSL Mission (openssl-mission.org/), and to provide any other services that may be in the best interest of the OpenSSL Projects as determined by the Board of directors. Any changes to the OpenSSL Projects or OpenSSL Mission must be ratified by the Board in order to take effect.

Section 2.

OSS shall have all the powers necessary to carry out the foregoing purposes and all the powers of corporations organized under the laws of the State of Delaware.

Section 3.

OSS is organized as a Delaware general corporation but operates on a non-distribution-constrained basis consistent with its mission. OSS shall not declare or pay dividends or make distributions of profits or assets to any director, officer, member, or affiliate, except as reasonable compensation for services rendered or reimbursement of expenses.

Section 4.

On dissolution, after provision is made for payment of debts, all property of OSS, from whatever source arising, shall be distributed only to one or more organizations whose purposes are substantially similar to the OpenSSL Projects and OpenSSL Mission, and which are not controlled by any director or officer of OSS, as the Board of Directors of OSS shall determine.

Section 1.Members and Directors

Any individual who is supportive of the purpose of the organization and not otherwise prohibited by any contract, law or regulation from abiding by the terms of these By-Laws is qualified to become a Member of the organization. Any member of the organization in good standing is qualified to serve as a director of the organization provided that the member is not a director of any other corporation under the OpenSSL Projects other than subsidiaries of OSS. For the purposes of these By-Laws, good standing shall mean ongoing compliance with the Articles of Incorporation, these By-Laws, and any policies duly adopted by the Board.

Notwithstanding the foregoing, no individual may be admitted as, or continue to serve as, a Member of OSS while simultaneously holding membership in the OpenSSL Software Foundation. For the avoidance of doubt, this restriction applies to membership and is in addition to the existing restriction on directors set forth elsewhere in this Section.

Applicants qualified to become members shall be admitted to membership upon nomination by a quorum of members, approval by the Board, and affirmation by the nominee of the Articles of Incorporation and these By-Laws. The affirmation may take the form of a signed E-mail. The Board may decline to approve a nomination for any reason consistent with the best interests of OSS. If the Board declines to approve a nomination, the Members may override that decision by a vote of not less than two-thirds of the Members in good standing, in which case the applicant shall be admitted to membership notwithstanding the Board’s decision. For the avoidance of doubt, the Board’s approval is required in addition to, and not as a substitute for, nomination by a quorum of members.

OSS will be managed by a Board of directors (“Board”), consisting of at least two (2) and no more than three (3) directors. The Board may appoint officers to OSS as it deems fit from the directors, including a President, a Secretary and a Treasurer. Each director and officer will be at least eighteen years of age.

Section 1A.Resignation of Members

A Member may resign at any time by giving written notice to the Board, the President or the Secretary of OSS. Such written notice may be provided by first class mail or email. Unless otherwise specified in the notice, the resignation will take effect upon receipt thereof by the Board or such officer, and the acceptance of the resignation will not be necessary to make it effective.

Section 1B.Removal and Termination of Members

The membership of a Member shall terminate upon the occurrence of any of the following events:

• (a) Upon the resignation of the Member pursuant to Section 1A;
• (b) Upon a determination by the Board, by a vote of not less than two-thirds of the directors then in office, that the Member has materially violated the Articles of Incorporation, these By-Laws, or any policy duly adopted by the Board, or has taken any action which the Board determines is not in the best interests of OSS, provided that the Member has been advised of the specific charges, given a reasonable time to prepare a response, and afforded a hearing before the Board prior to a final determination being made;
• (c) Upon the Member ceasing to meet the eligibility requirements for membership set forth in Section 1, including but not limited to the requirement that a Member not simultaneously hold membership in the OpenSSL Software Foundation;
• (d) Upon dissolution and liquidation of OSS.

Any Member whose membership is terminated under subsection (b) above shall be deemed a member not of good standing as of the date of the Board’s determination.

Any director who ceases to be a Member of OSS for whatever reason shall be automatically disqualified and removed as a director as though the director had resigned, without further action by the Board.

The Secretary shall maintain a membership roll recording the name, address and electronic mail address of each Member, the date upon which the applicant became a Member, and, where applicable, the date and manner of termination of membership.

Section 2.Powers

Except as otherwise provided by law, all corporate powers are exercised by, or under the authority of the Board and the business and affairs of OSS are managed under the direction of the Board.

Section 3.Election and Term of the Board

The directors shall be elected by the members of the organization to serve a three (3) year term, however the term may be extended until a successor has been elected. This term may be renewed. The term may not be shortened. Each director will serve for the duration of her or his term, or until her or his resignation or removal.

Directors shall be elected through an open election conducted among the members of the organization in accordance with procedures established by the Board. Only members in good standing may stand for election in such elections. During the election, each Member’s vote shall be visible to all Members.

No individual may stand for election as a director unless the Board has approved the individual’s candidacy prior to the commencement of the election. Candidates for director must be nominated by a member in good standing and approved by a majority of the Board. If the Board declines to approve a candidacy, the Members may override that decision by a vote of not less than two-thirds of the Members in good standing, in which case the candidate shall be permitted to stand for election notwithstanding the Board’s decision. The Board may establish such additional procedures, qualifications and timelines for director nominations and elections as it deems appropriate.

Section 4.Removal

Any director may be removed for cause by vote of the Board, provided there is a quorum of not less than a majority present at the meeting of directors at which such action is taken. Any director removed for cause shall be deemed a member not of good standing as of the date of their removal.

Any director who ceases to be a member of the organization in good standing for whatever reason shall be automatically disqualified and removed as though the director had resigned without further action by the Board.

Section 5.Resignation of directors

A director may resign at any time by giving written notice to the Board, the President or the Secretary of OSS. Unless otherwise specified in the notice, the resignation will take effect upon receipt thereof by the Board or such officer, and the acceptance of the resignation will not be necessary to make it effective. Such written notice may be provided by first class mail or email.

Section 6.Regular Meetings

The Board shall have a minimum of one (1) regular meeting each calendar year at times and places fixed by the Board. Such regular meetings of the Board may be held without further notice but efforts should be made to send electronic reminders ten (10) days prior to the date of such meeting. Notice of a meeting need not be given to any director who submits a waiver of notice whether before or after the meeting or who attends the meeting without protesting, prior thereto or at its commencement, the lack of notice to her or him.

Section 7.Special Meetings

Special meetings of the Board, for any lawful purpose, may be called at any time by any director upon three (3) days’ notice to each director by email. The requirement for three days notice for a special meeting may be waived by a majority of the Board. Notice of a meeting need not be given to any director who submits a waiver of notice whether before or after the meeting or who attends the meeting without protesting, prior thereto or at its commencement, the lack of notice to her or him.

Section 8.Quorum and vote

A majority of the entire Board will constitute a quorum for the transaction of business or of any specified item of business. Unless otherwise required by law, the vote of a majority of the directors will be an act of the Board. Each director has one vote. Directors may not vote or sign board resolutions or consents by proxy. In the case of a vote where there is an equal number of positive and negative votes (a voting deadlock), the President at his or her sole discretion may elect to exercise a deciding vote.

Section 9.Conduct of meetings

The Board may hold its meetings at the office of OSS or at such other places as it may from time to time determine. Directors may also meet or attend meetings via telephone or internet relay chat or via e-mail communication or any other means of simultaneous or near-simultaneous communication that the Board may choose from time to time, provided that all persons can communicate with one another, and all persons are otherwise able to fully participate in the meeting. All such participants are considered present at the meeting. A majority of the directors so present, whether or not a quorum is present, may adjourn any meeting to another time and place. Notice of the adjournment will be given all directors who were absent at the time of the adjournment and, unless such time and place are announced at the meeting, to the other directors. At all meetings of the Board, the President, or in her or his absence, a chair chosen by the Board will preside.

Section 10.Motions via email

The Board may transact business without a meeting through motions made and passed via email. These actions may be proposed as motions by any director via email to the directors’ email list. This email must include the date and time of the deadline for voting on the motion and must be sent at least seven days before the deadline. Directors may vote at any time before the deadline via email to the directors’ email list, and this email must contain or unambiguously reference the email in which the motion was proposed. Motions will pass if a majority of directors cast votes and a majority of votes cast are in favor of the motion. Motions will pass or fail as soon as enough votes have been cast to determine the outcome. A director may not vote on a motion concerning his or her own election to or removal from any position within OSS, nor may he or she vote on any proposal in which she or he has any direct, personal financial interest or any other non-declared conflict of interest.

Section 11.Committees

The Board may designate from among the directors, or OSS’s officers, or the public, an executive committee or other committees, each consisting of three or more people for any activities carried for the benefit of OSS. Each such committee will serve at the pleasure of the Board.

Section 12.Compensation

The Board may authorize reasonable compensation for directors for services rendered to OSS in any capacity, including but not limited to service as a director, officer, or in any operational or management role. Compensation of a director shall be fixed by a vote of the Board, and a director may not vote on or participate in the Board’s deliberation of his or her own compensation.

All compensation arrangements with directors shall be reasonable and fair to OSS, and must be reviewed and approved by the Board in accordance with the Board Conflict of Interest policy and applicable law. The Board shall document in its minutes the basis for its determination that any compensation paid to a director is reasonable.

Directors shall be entitled to reimbursement of reasonable and actual expenses incurred in connection with their service to OSS.

Section 13.Extra-ordinary Circumstances

In the case of extra-ordinary circumstances where one of the roles of President, Secretary or Treasurer become vacant for unforeseen and sudden reasons and there are no directors available or willing to serve in the vacant role, one of the remaining roles may temporarily act in the role made vacant by vote of the Board.

Section 1.Appointment

The Board may elect or appoint officers, including a President, a Secretary and a Treasurer, and such other officers as it may determine, who will have such duties, powers and functions as the Board determines to help further the purposes of OSS as set forth in Article III. The President, Secretary and Treasurer shall each be chosen from among the members of the Board. Other officers need not be Members of the Board. Each officer will hold office for the term for which she or he is elected or appointed and until her or his successor has been elected or appointed or qualified by the Board. Notwithstanding any other provision of these by-laws, any officer who holds the position of President, Secretary or Treasurer will hold office until her or his successor has been elected, appointed or qualified.

Section 2.Removal or Resignation

Any officer elected or appointed by the Board may be removed by the Board with or without cause. In the event of the death, resignation or removal of an Officer, the Board in its discretion may elect or appoint a successor to fill the unexpired term. Any two or more offices may be held by the same person, except the office of President.

Section 3.President

The Board President shall be the chief officer who will preside at all meetings of the Board, and shall perform all other duties incidental to the office.

Section 4.Secretary

The Secretary shall keep or cause to be kept a book of minutes of all meetings and actions of directors and committees of directors. The minutes of each meeting shall state the time and place that it was held and such information as shall be necessary to determine the actions taken and whether the meeting was held in accordance with the law and these By-laws. The Secretary shall perform all other duties incidental to the office.

Section 5.Treasurer

The Treasurer shall be the lead director for oversight of the financial condition and affairs of OSS. The Treasurer shall oversee and keep the board informed of the financial health of OSS and of audit or financial review results. The Treasurer shall perform all other duties incidental to the office.

Section 1.Fiscal Year

The fiscal year of OSS shall commence on March 1 and end on the last day of February.

Section 2.Checks and Payments

All checks, drafts, or other orders for payment of money, notes, or other instruments of indebtedness issued in the name of OSS shall be signed by such officer or officers of OSS or an agent of OSS and in such manner as shall from time to time be determined by resolution of the Board.

Section 3.Deposits

All funds of OSS, not otherwise employed, shall be deposited from time to time in general or special accounts in such banks, or other depositories as the Board determines.

Every member of the Board, officer or employee and agent of OSS shall be indemnified and held harmless by OSS to the fullest extent permitted by Delaware law against all expenses, liabilities and losses, including counsel fees, reasonably incurred or imposed upon such member of the Board, officer or employee in connection with any threatened, pending or completed action, suit or proceeding to which he or she may become involved by reason of his/her being a member of the Board, officer or employee of OSS, or any settlement thereof. Subject to the provisions of Delaware law, the right to indemnification, shall include the right to be paid the expenses including attorney’s fees incurred in defending any such action, suit or proceeding in advance of final disposition. The foregoing right of indemnification shall be in addition to and not exclusive of all other rights which such member of the Board, officer or employee is entitled.

Section 1.Amendment

These By-Laws may be amended or new By-Laws adopted upon the affirmative vote of two-thirds of the members of the Board at any regular or special meeting of the Board. The notice of the meeting shall set forth the text of or a summary of the proposed amendments and shall be provided not less than seven (7) days prior to the meeting. No amendment to these By-Laws shall be effective unless adopted in compliance with this Section.

Section 2.Records

OSS shall keep correct and complete books and records of account, minutes of the Board meetings, and all the resolutions passed by the Board.

Section 1.Membership Election Period

As of the date these amendments take effect (the “Amendment Date”), any individual who holds membership in both OSS and the OpenSSL Software Foundation (a “Dual Member”) shall have thirty (30) days from the Amendment Date (the “Election Period”) to elect, by written notice delivered to the Secretary of OSS, to retain membership in OSS.

Section 2.Notice to Dual Members

Within seven (7) days of the Amendment Date, the Secretary shall provide written notice to each Dual Member, by email to the address on file, informing them of the membership eligibility restriction adopted under Article IV, Section 1, the requirement to elect, the deadline for election, the manner in which election must be made, and the consequences of failing to elect.

Section 3.Failure to Elect

Any Dual Member who does not deliver a valid written election to the Secretary within the Election Period shall be deemed to have resigned as a Member of OSS, effective upon expiration of the Election Period, without further action by the Board. Such deemed resignation shall be recorded in the membership roll maintained under Article IV, Section 1B.

Section 4.Effect on Directors

For the avoidance of doubt, any director of OSS who is deemed to have resigned as a Member under Section 3 of this Article shall be automatically disqualified and removed as a director pursuant to Article IV, Section 1B.

Section 5.Sunset

This Article IX shall cease to have effect upon the expiration of the Election Period and may thereafter be removed from the By-Laws by the Board without further amendment procedure. The membership eligibility restriction in Article IV, Section 1 and the removal provisions in Article IV, Section 1B shall continue in full force and effect.