The ASP has changed its bylaws many times as the software industry has evolved. All changes must be voted in by a 2/3 majority of members, usually at the year-end meeting. Meetings of the membership are held online.
The Board of Directors of the ASP proposes amendments to the bylaws, but often the changes begin as suggestions from the membership. The Board of Directors has maintained a continuous online meeting since 1987–possibly a world record.
BYLAWS OF The Association of Shareware Professionals, Inc.
(formed under the Texas Non-Profit Corporation Act)
ARTICLE I: Name
The corporate name of this organization (hereinafter referred to as "ASP" or the "Corporation") is Association of Shareware Professionals, Inc.
The purpose of this corporation is to strengthen the future of shareware (try-before-you-buy software).
ARTICLE II: Offices
The principal office of the Corporation shall be located, within or without the State of Texas, at such place as the Board of Directors of the Corporation (the "Board") shall from time to time designate.
The Corporation may maintain additional offices at such other places as the Board may designate. The Corporation shall continuously maintain within the State of Texas a registered office at such place as may be designated by the Board.
ARTICLE III: Membership
Prospective members must submit a membership application to the ASP to be reviewed by an agent of the organization as appointed by the board. If the agent has concerns regarding the application, the application is referred to the Board of Directors for further review. Upon review, the application is either accepted "as is" or is rejected.
A Member may resign from Membership at any time.
The Board may establish a Membership committee to which it may delegate any responsibility which the Board may have regarding Membership. A Member may appeal to the full Board from any adverse decision of the Membership committee.
Dues shall be established, and may be modified from time to time, by two thirds (2/3) vote of the Board of Directors. Fees and assessments may be established or modified from time to time by a vote of two thirds (2/3) of the Board of Directors. Dues may be waived or reduced at any time by a vote of two thirds (2/3) of the Board of Directors.
Members participate in continuous discussions and consultations on an Online Service as may be selected by the Board after consultation with the Membership. Wherever in these Bylaws the Board is required to consult with the Membership, it shall be sufficient if the Board consults with the Membership electronically on such Online Service. No votes may be taken during such continuous discussions and consultations, other than unofficial votes for the Board to obtain the sense of the Membership. If such continuous discussions and consultations result in a proposal that requires voting, a Special Meeting of the Members shall be called as provided in Section 3.11 for the purpose of voting on such proposal.
At all meetings, a quorum shall consist of those persons who have cast their votes at such meeting; represented in person or by proxy. Except as otherwise provided by law or by the Articles of Incorporation or these Bylaws, action at any meeting of Members may be taken by a simple majority vote of the Members casting votes at a meeting at which a quorum is present.
Unless otherwise restricted by the Articles of Incorporation or these Bylaws, any one or more Members may participate in a regular or special meeting of the Membership by means of conference telephone or similar means of communications equipment by means of which all persons participating in the meeting may simultaneously hear each other during the meeting; or another suitable electronic communications system, including videoconferencing technology or the Internet, provided that the system provides access to the meeting in a manner or using a method by which each Member participating in the meeting can communicate concurrently with each other participant. A Member participating in a meeting by this means is deemed to be present in person at the meeting.
ARTICLE IV: Board of Directors
The Board of Directors shall have general charge and management of the affairs, funds and property of the Corporation. Directors shall have full power and it shall be their duty to carry out the purposes of the Corporation according to its charter and bylaws; to determine whether the conduct of any Member is detrimental to the welfare of the Corporation and to fix the penalty for such misconduct or any violation of the charter or bylaws; to employ personnel for the carrying out of the Corporation's objectives; and to make the rules to implement standards for the conduct of the Members. Directors need not be residents of the State of Texas. Directors must be Voting Members of the Corporation.
There shall be six (6) Members of the Board of Directors.
Directors participate in continuous discussions and consultations on an Online Service as may be selected by the Board of Directors after consultation with the Membership. All Directors must have access to such Online Service, and maintain a regular presence there. If such continuous discussions and consultations result in a proposal that requires voting, a Special Meeting of the Board shall be called as provided in Section 4.06 for the purpose of voting on such proposal.
Unless a greater proportion is required by law or by the Articles of Incorporation or these Bylaws, a majority of the number of Directors then in office, but not less than three, shall constitute a quorum for the transaction of business. Directors present by proxy may not be counted toward a quorum. Except as otherwise provided by law or by the Articles of Incorporation or these Bylaws, the vote of a majority of the Directors present and voting in person or by proxy at a meeting at which a quorum is present shall constitute the action of the Board. A Director may vote in person or by proxy executed in writing by the Director.
Any action taken under this Section 4.08(a) shall be effective when the last Director signs the consent, unless the consent specifies a different effective date, in which event the action taken shall be effective as of the date specified therein, provided, the consent states the date of execution by each Director. Such consent shall have the same force and effect as a unanimous vote.
If a vacancy occurs on the Board for any reason, a successor may be appointed to serve for the unexpired portion of the term by a majority of a quorum of members of the Board of Directors present and voting, but the Board may allow the vacancy to continue until a subsequent meeting of the members. If 3 or fewer board seats are held by directors elected by the membership (i.e. remainder held by appointed directors or vacant) then prompt elections must be held to fill all seats not held by elected directors.
A Director may be removed, with or without cause, at any time by a majority vote of the Members casting votes at an annual or special meeting at which a quorum is present.
A Director may resign at any time by delivering written notice to the Board, the President or the Secretary. Such resignation shall take effect when such notice is delivered, unless the notice specifies a later effective date.
The Corporation shall not pay any compensation to Directors for services rendered as Directors of the Corporation, except that Directors may be reimbursed for expenses incurred in the performance of their duties to the Corporation, in reasonable amounts as approved by a majority of the entire Board. Directors may be compensated for services rendered to the Corporation that are not a part of their services as a Director, but may not vote on board motions related to the selection of themselves as providers of such services.
ARTICLE V: Committees
ARTICLE VI: Procedure for Electronic Meetings
The voting period for each issue or election shall initially be set at 168 contiguous hours. Should the Online Service or other method employed for the conduct of the meeting and voting be unavailable to voters for 6 or more hours during any such voting period then the voting period shall be extended in contiguous 24-hour increments as needed to reach a voting period that is as contiguous as practicable under the circumstances in the meeting chairman's judgment, and totaling at least 168 hours. Notice of such extensions shall be made to voters in the same electronic venues as those used to announce the vote, as well as any other methods found appropriate by the meeting chairman.
Should the Online Service or other method employed for the conduct of the meeting and voting be unavailable to the general Membership for less than 6 hours during the initially set voting period, the Board may direct the meeting chairman to allow for extension of the voting period by up to 24 hours.
Should the Online Service or other method employed for the conduct of any meeting other than a General Membership meeting and voting be unavailable to the voters for less than 6 hours during the initially set voting period, the loss of up to 6 hours shall be ignored and the voting period remain unaffected.
ARTICLE VII: Officers, Agents and Employees
The Board shall elect from the Membership a President, a Vice President, a Secretary, a Treasurer, and other officers as the Board may deem necessary. The same individual may simultaneously hold more than one office, except the offices of President and Secretary. One of either the Chairman of the Board or the President must be an independent software developer.
Unless otherwise provided by resolution of the Board, the President, Vice President, Secretary and Treasurer and such other officers as the Board may deem necessary shall be elected promptly by the Directors to fill all vacancies. Each officer shall hold office for the term for which he or she has been elected, not to exceed three years, and until his or her successor has been elected and qualified. Officers may be reelected. The Board may remove any officer at any time, with or without cause. Removal of an officer shall be without prejudice to his or her contract rights, if any. The election of an officer shall not of itself create any contract rights.
A vacancy in any office occurring as a result of any newly-created office or the death, resignation, removal, incapacity or disqualification of an officer may be filled from the Membership by action of the Board. An officer elected to fill a vacancy shall be elected for the unexpired term of his or her predecessor in office and until his or her successor is elected and qualified.
An officer may resign at any time by delivering written notice to the Corporation. Such resignation shall take effect when such notice is delivered, unless the notice specifies a later effective date.
Subject to the control of the Board, all officers as between themselves and the Corporation shall have such authority and perform such duties in the management of the Corporation as may be provided in these Bylaws or by the Board and, to the extent not so provided, as generally pertain to their respective offices.
The Board may appoint agents and/or employees who shall have such authority and perform such duties as may be prescribed by the Board. The Board may remove any agent or employee at any time with or without cause. Removal without cause shall be without prejudice to such person's contract rights, if any, and the appointment of such person shall not of itself create any contract rights.
ARTICLE VIII: Miscellaneous
The fiscal year of the Corporation shall be the calendar year or such other period as may be fixed by the Board.
The corporate seal shall be in such form as may be approved from time to time by the Board.
The Board shall determine who shall be authorized from time to time on the Corporation's behalf to sign checks, drafts or other orders for payment of money; to sign acceptances, notes or other evidences of indebtedness; to enter into contracts; or to execute and deliver other documents and instruments.
The Corporation shall keep at its office correct and complete books and records of account, the activities and transactions of the Corporation, the minutes of the proceedings of the Board and the current list of Directors, officers and Members of the Corporation and their residence addresses. Any of the books, minutes and records of the Corporation may be in written form or in any other form capable of being converted into written form within a reasonable time.
All notices or communications required or permitted hereunder shall be delivered to the membership via a postal mailing service or by electronic means, to the last known addresses as shown in the records of the Corporation.
The Articles of Incorporation and these Bylaws may be amended only by a two-thirds majority vote of the Members casting votes at an annual or special meeting at which a quorum is present provided that notice of the purport of any proposed amendment has been stated in the call for the meeting.
ARTICLE IX Dissolution
The Corporation can be dissolved only upon a two-thirds majority vote of a quorum present at any annual or special meeting of the Membership.
ARTICLE X Exempt Status
Notwithstanding any provision in these Bylaws or in the Corporation's Articles of Incorporation, the Corporation shall not carry on any activities not permitted to be carried on by an organization exempt from federal income tax as an organization described in § 501(c)(6) of the Code or the corresponding provision of any future federal tax code.