BYLAWS

 

of

 

SRI INTERNATIONAL

 

ARTICLE I

 

Members

 

            Section 1.  General Members.  The general members of the corporation shall be the persons who are from time to time the directors of the corporation, and each person shall cease to be a general member upon ceasing to be a director.  General members shall be entitled to vote for the election of directors and upon all other matters affecting the management and control of the corporation.  General members shall not be liable for dues, assessments or levies of any kind or character. General members may not transfer their membership in the corporation except that any transfer resulting from an amendment of the articles of incorporation is permitted.

 

            Section 2.  Special Members.  The general members may from time to time by resolution adopted by a majority vote or the written consent of a majority of the general members, establish special memberships individual or corporate, in the corporation and may provide for one or more classes of special membership. The general members shall prescribe the professional, technical, and other qualifications for special membership and the various classes thereof.

 

            Section 3.  Qualifications and Election of Special Members.  In the event that special membership, or a class or classes thereof, shall be authorized, the board of directors shall establish a committee of directors to examine the qualifications of candidates for special membership and such committee may elect by a majority vote thereof such special members as the committee finds possess the prescribed qualifications.

 

            Section 4.  Rights and Obligations of  Special Members.  Special members of the corporation shall not have the right to attend or participate in meetings of the general members and shall not be entitled to vote for directors or otherwise participate in the control and management of the corporation. Special members shall have such rights and privileges to the use of the facilities of the corporation as the board of directors may grant and subject to rules and regulations to be prescribed by the board of directors.   special members, or classes thereof, shall be liable for such regular annual dues as the board of directors may from time to time establish, but the board of directors shall not impose upon special members or any class thereof any special assessment or other levy in addition to a charge for regular annual dues.

 

            Section 5.  Termination; Nontransferability of Special Membership.  Special memberships in the corporation shall be for such term as the board of directors may by resolution determine.  No special member may transfer his membership or any right arising therefrom.  The board of directors may provide for the withdrawal of a special member under such terms and conditions as the board of directors may require.  a special member may be suspended or expelled at any time for any cause deemed sufficient, by resolution of a majority of the board of directors, and the board of directors shall have sole discretion to determine whether the interests of the corporation will be served by such suspension or expulsion.  the board of directors may, but need not, permit a special member to appear before it or to present a written statement to defend against a suspension or expulsion.  The board of directors may in its discretion remit the unexpired portion of any regular annual dues paid by a suspended or expelled special members.

 

 

 

ARTICLE II

 

Meeting of General Members

 

            Section 1.  Place of Meetings.  Meetings (whether regular, special, or adjourned) of the general members of the corporation shall be held at the principal office of the corporation for the transaction of business as specified in section 1 of the Article VI of these bylaws, or at any place within or without the state which may be designated by written consent of all the general members.  any meeting shall be valid, wherever held, if held by the written consent of the general members given either before or after the meeting and filed with the secretary of the corporation.

 

            Section 2.  Regular Annual Meeting.  The regular annual meeting of the general members shall be held as soon after each calendar year as may be convenient upon the call of the chairman of the board of directors or of a majority of the directors at any time authorized, or of a majority of the general members.  Such regular annual meetings shall be held for the purpose of electing directors, for the making of reports on the affairs of the corporation and for the transaction of such other business as may come before the meeting.

 

            Section 5.  Quorum.  (Meetings of General Members).   The presence in person or by proxy of one-third (1/3) of the general members at any meeting, whether regular, special or adjourned, shall constitute a quorum for the transaction of business; provided that at least a majority of the general members making up the quorum are not employees of the corporation.  In the absence of a quorum, any meeting of general members may be adjourned from time to time by a vote of a majority of the members present in person or represented by proxy thereat, but no other business may be transacted.  The members present at a duly called or held meeting at which a quorum is present may continue to do business until adjournment, notwithstanding the withdrawal of enough members to leave less than a quorum.

 

            Section 6.  Adjournments.  Any business which might be done at a regular meeting of general members may be done at a special or an adjourned meeting.  When a meeting is adjourned for thirty (30) days or more, notice of the adjourned meeting shall be given as in the case of an original special meeting.  Save as aforesaid, it shall not be necessary to give any notice of time and place of adjourned meetings other than b announcement at the meeting at which such adjournment is taken.

 

            Section 7.  Voting and Proxies.  Every general member shall be entitled to one vote.  Any general member shall have the right to designate any other general member to act for and vote in his behalf by a written proxy executed by such general member and filed with the secretary of the corporation.  Notwithstanding that such designation or proxy may be outstanding, the powers of the proxy-holder shall be suspended if the general member executing such proxy shall be present at a meeting and elect to vote in person.  No proxy shall be valid after the expiration of eleven (11) months from the date of its execution and may be revoked at any time with or without notice by the general member executing such proxy.

 

            Section 8.  Waiver of Notice and Consent.  The transactions of any meeting of general members, however called and noticed, shall be as valid as though had at a meeting duly held after regularly called and noticed, if a quorum be present either in person or by proxy, and if, before or after the meeting, each of the general members not present in person or by proxy sign a written waiver of notice or a consent to the holding of such meeting, or an approval of the minutes thereof.  All such waivers, consents, or approvals shall be filed with the corporation records or made a part of the minutes of the meeting.

 

 

 

ARTICLE III

 

Directors

 

            Section 1.  Exercise of Corporate Powers.  Except as otherwise provided by these bylaws, by the articles of incorporation of this corporation, or by the laws of the State of California now or hereafter in force, all corporate powers of this corporation shall be vested in and exercised by or under the authority of, and the business or affairs of this corporation shall be conducted or controlled by, the board of directors, and for that purpose the board of directors shall have and exercise all of the powers of the corporation which are not reserved to the general members by these bylaws, by the articles of incorporation of this corporation, or by the laws of the State of California now or hereafter in force.

 

            Section 2.  Number of Directors.  The board of directors shall consist of sixteen (16) directors until changed by amendment of these bylaws adopted by the vote or written assent of a majority of the general members of the corporation.

 

            Section 3.  Election, Eligibility, and Term of Office.  The term of an  outside  Director shall be for three (3) years. The term of an  inside  Director shall be for one (1) year. An  inside  Director is one who is also an officer or employee of the corporation; all others are  Outside  Directors, together with the  inside  Directors, shall be elected each year at the first regular quarterly meeting of the Board of Directors.  If for any reason that meeting is not held or the Directors are not elected thereat, then the Directors may be elected at any special meeting of the Directors or at the next regular meeting.  Elections for Directors need not be by ballot except upon demand made by a Director at the election and before the voting begins.

 

            Section 4.  Vacancies.  Any vacancy or vacancies in the board of directors shall be filled by a majority of the remaining directors though less than a quorum, or by a sole remaining director, and each director so elected shall hold office until his successor is elected at an annual or regular or a special meeting of the general members of the corporation, provided that the general members at any meeting thereafter may elect a director or directors to fill such vacancy or vacancies and thereupon the person or persons so elected shall forthwith supersede as director or directors the person or persons so appointed by the remaining director or directors.  A vacancy or vacancies shall be deemed to exist in case of death, disability, resignation, or removal of any director, or if the authorized number of directors be increased, or, if the general members fail at any annual, regular or special meeting of general members at which any director or directors are elected to elect the full authorized number of directors to be voted for at that meeting.  The general members may at any time elect a director or directors to fill any vacancy or vacancies not filled by the directors.  If the board of directors accept the resignation of a director tendered to take effect at a future time, the board of directors or the general members shall have the power to elect a successor to take office when the resignation is to become effective.  No reduction of the authorized number of directors shall have the effect of removing any director prior to the expiration of his term of office.

 

            Section 5.  Removal.  Directors of the corporation may be removed at any time by the vote or written consent of a majority of the general members of the corporation for any reasons deemed sufficient by the general members.  In the event that the general members shall pass a resolution for the removal of a director, a certified copy of such resolution shall be delivered to the chairman of the board of directors and thereupon such person shall cease to be a director and shall be without authority to participate in meetings or in any way act as a director of the corporation.

 

            Section 6.  Powers and Duties.  Without limiting the generality or extent of the corporate powers provided by Section 1 of this Article II to be exercised by the board of directors, it is hereby provided that the board of directors shall have full power with respect to the following matters:

 

     First:  To review and determine and vary from time to time financial budgets for the corporation and for research projects whether or not sponsored by others than the corporation, the amounts to be devoted to or reserved for the erection of buildings or the purchase of facilities and equipment, and generally to appropriate or authorize the expenditure or disbursement of funds of the corporation;

 

     Second:  To purchase, lease or otherwise acquire, receive by gift, devise or bequest, hold, improve, sell or otherwise dispose of all kinds of property, real, personal or mixed; to acquire or receive stocks, bonds, debentures of and claims against other corporations, business and good will, patents, copyrights and other rights and properties, and in their discretion to pay therefor either wholly or partly in money, bonds, debentures or other securities of the corporation; and to enter into any and all contracts and agreements which in their judgment may be beneficial to the interests and purposes of the corporation;

 

     Third:  To borrow money and incur indebtedness of the corporation and to cause to be executed and delivered therefor in corporation name promissory notes, bonds, deeds of trust, mortgages, pledges, hypothecations or other evidences of debt and securities therefor; and the note or other obligation given for any indebtedness of the corporation, signed officially by any officer or officers thereunto duly authorized by the board of directors, shall be binding on the corporation;

 

     Fourth:  To prescribe the manner in which and the person or persons by whom any or all of the checks, drafts, notes, bills of exchange, contracts and other corporation instruments shall be executed;

 

     Fifth:  To accept resignations of directors; and in the event of vacancy from any cause whatsoever in the office of director, the same shall be filled in the manner hereinabove provided in this Article III, Section 4;

 

     Sixth:  To appoint and remove at pleasure the officers of the corporation specified in these bylaws and such other officers, agents and representatives as the needs of the corporation may in the judgment of the directors require; to fix the terms of office or duration of employment, prescribe the powers and duties, fix the salaries or compensation of such officers, agents or representatives and limit their authority in any way deemed advisable by the directors;

 

     Seventh:  To adopt such rules and regulations for the conduct of their meetings and the management of the affairs of the corporation as they may deem proper;

 

     Eighth:  To change the principal office for the transaction of business of the corporation from one location to another within the same county; to carry on and conduct experiments, investigations and other business of the corporation within or without the State of California, and within or without the United States of America; and to adopt, make and use a corporate seal;

 

     Ninth:  To adopt, amend or repeal from time to time and at any time these bylaws and any and all amendments of the same subject to the provisions of Article VIII of these bylaws;

 

     Tenth:  Generally to do and perform every act and thing whatever that may pertain to the office of a director or to a board of directors;

 

     Eleventh:  To appoint from among its own members such committee or committees of two or more members as it may deem best for the interests of the corporation and to authorize and empower such committee or committees to exercise for and on behalf of he board of directors such powers of the board of directors as it may specifically authorize.

 

     Members of the SRI council may be appointed to committees of the board of directors which are advisory only, provided that the chairman of the committee is a director.

 

            Section 7.  Executive Committee.  The directors may appoint from their number an executive committee of six or more members.  The executive committee may make its own rules of procedure and shall meet where and as provided by such rules or by resolution of the directors.  Three members of the executive committee shall constitute a quorum, and in every case the affirmative vote of a majority of those present, but not less than three affirmative votes, shall be necessary to the adoption of any resolution.

 

            During the intervals between the meetings of the directors the executive committee shall have and may exercise all the powers of the directors in the management of the business and affairs of the corporation where specific directions shall not have been given by the directors, including power to authorize the seal of the corporation to be affixed to all papers which may require it, in such manner as such committee may deem best for the interests of the corporation; provided, however, that the executive committee shall not have the power to adopt, amend, or repeal bylaws.

 

            Section 8.  SRI Council.  The directors may appoint an SRI council from outside the board with world-wide representation.

           

            The function of the council will be to provide advice and assistance to SRI International and its board of directors.  The members of the council and its chairman shall be appointed by the board of directors.  The council shall hold an annual meeting at the Menlo Park facilities of the Institute  The size of the conceal, the term of office of the members, and other matters relating to the functioning of the council shall be determined by the board of directors by resolution.

 

 

ARTICLE IV

 

Directors Meetings

 

 

            Section 1.  Place of Meetings.  Meetings, whether regular, special or adjourned, of the board of directors of this corporation may be held at any place within or without the state which has been designated from time to time by resolution of the board or by call of the chairman of the board.

 

            Section 2.  Regular Meetings.  Regular Meetings of the board of directors shall be held quarterly.  The first meeting of the year shall be held at the corporation's headquarters in Menlo Park, California.  The other three quarterly meetings shall be held in San Francisco, unless the chairman of the board shall direct otherwise.

 

            Section 3.  Special Meetings.  Special meetings of the board of directors may be called at any time by the chairman of the board, by the president or by a majority of the directors.

 

            Section 4.  Notice of Meetings.  Notice of the time and place of all meetings of the board of directors, regular and special, shall be given in writing to each member by the chairman of the board of directors or, at the chairman's direction, by the secretary of the corporation or other person charged with that duty, or if there be no such officer or person, or in case of his neglect or refusal to act, by any officer or director of the corporation.  A notice may be given by the corporation to any director either personally or by mail or by other means of communication, charges prepaid, addressed to such director at his address appearing in the records of the corporation or given by him to the corporation for the purpose of notice.  If the director gave no address, notice shall be deemed to have been given him if sent by mail, or other means of written communication, addressed to the place where meetings of the directors are usually held.  Any notice shall be deemed to have been given when deposited in the United States Mail, postage prepaid and addressed as hereinbefore provided.  Written notice of each regular meeting of the board shall be given to each director not less than five (5) days before such meeting and shall specify the place, the date and the hour of the meeting.  Written notice of any special meeting of the board of directors shall be given to each director either by mailing as above provided not less than seven (7) days before such meeting or by delivery to the director personally not less than 24 hours before the time of such meeting; in any case, the written notice shall specify the place, the date and the hour of the meeting.  Notice of the time and place of holding an adjourned meeting need not be given to any director who was not present at such adjournment if the time and place of the adjourned meeting be fixed at the meeting adjourned.

 

            Section 5.  Quorum.  (Directors Meetings).  One-third (1/3) of all directors shall constitute a quorum of the board of directors for the transaction of business; provided that at lease a majority of the directors making up the quorum are not employees of the corporation. Every act or decision done or made by a majority of the directors present at a meeting duly held at which a quorum is present, shall be regarded as the act or decision of the board of directors.  In the absence of a quorum, a majority of the directors present may adjourn from time to time until the time fixed for the next regular meeting of the board.

 

            Section 6.  Waiver of Notice and Consent.  The transactions at any meeting of the board of directors, however called and noticed, or wherever held, shall be as valid as though had at a meeting duly held after regular call and notice if a quorum be present and if, either before or after the meeting, each of the directors not present sign a written waiver of notice or consent to holding such meeting, or an approval of the minutes thereof.  All such waivers, consents, or approvals, shall be filed with the corporate records or made a part of the minutes of the meeting.

 

            Section 7.  Written Consent of Directors.  Any act or decision required or permitted to be taken by the board of directors may be taken without a meeting, if all members of the board shall individually or collectively consent, in writing, to such act or decision.  Such written consent or consents shall be filed with the minutes of the proceedings of the board.  Such action by written consent shall have the same force and effect as a unanimous vote of such directors.

 

 

 

ARTICLE V

 

Officers

 

            Section 1.  Chairman of the Board of Directors.  The chairman of the board of directors of SRI International shall be elected by the general members of the corporation.  The chairman shall be the principal officer of SRI International, shall preside at its directors' meetings, shall be an ex officio member of all committees, shall have final authority in the affairs of the corporation, subject to the board of directors and shall have the right to sign on behalf of the corporation any papers and instruments in writing which in the judgment of the chairman should be executed by him on behalf of the corporation.

 

            Section 2.  Vice Chairmen.  The board of directors shall appoint one or more of its number vice chairman of the board of directors.  In the event of the temporary absence or disability of the chairman of the board of directors, a vice chairman shall exercise the powers and perform the duties of the chairman.  In the event of the temporary absence or disability of the chairman and a vice chairman of the board of directors, the directors may designate one of their number as acting chairman, who shall exercise the powers and perform the duties of the chairman.  In the event more than one vice chairman is appointed by the board of directors, the chairman of the board of directors shall designate the duties of each vice chairman.

 

            Section 3. President and Executive Director.  The board of directors shall appoint a president who shall also be executive director and who may or may not be a member of the board of directors.  He shall manage and direct the business and other affairs of the corporation subject to the approval of the board of directors and of the chairman of the board of directors.  He shall have the power to employ and discharge all employees and to fix their salaries and other compensation subject to such limitations which may be established now or hereafter by the board of directors.  He shall sign on behalf of the corporation all deeds, conveyances, mortgages, leases, notes and other obligations, bonds and other papers and instruments in writing which have been authorized or directed by the board of directors to be executed on behalf of the corporation.  It shall be the responsibility of the president and executive director to make effective all orders and resolutions of the board of directors and to report to and consult with the chairman of the board of directors.

 

            Section 4.  Vice President.  The president and executive director shall nominate and the board of directors shall appoint a vice president who may or may not be a member of the board of directors.   The vice president shall exercise the powers and perform all of the duties of the president and executive director in the latter's absence or in the event of his inability to act.  The vice president shall act as assistant to the president and executive director and under his direction shall perform such duties as may be assigned or delegated to his office by the board of directors or president and executive director.  His title shall be  vice president  unless otherwise determined by the board of directors.

 

            Section 5.  Additional Vice Presidents.  The president may nominate and the board of directors may appoint such additional vice presidents as the needs of the corporation seem to its board of directors from time to time to require.

 

            Section  6.  Secretary.  The board of directors shall appoint a secretary of the corporation.  The secretary shall be ex officio clerk of the board of directors and shall attend all sessions of the board of directors and act as clerk thereof and shall record all votes and the minutes of all proceedings in a book to be kept for that purpose and shall perform like duties fir any committee of the board of directors when required.  He shall give or cause to be given notice of all meetings to the members of the board of directors (if such notice is not given by the chairman of the board of directors) and shall perform such other duties as may be prescribed by the board of directors.  He shall keep in safe custody the seal of the corporation and shall affix the seal to any instrument requiring the same.  He shall be authorized to attest to the signatures of other authorized officers  The secretary shall be an employee of the Institute and may have other duties as such.

 

            Section 7.  Assistant Secretaries.  The board of directors may appoint one or more assistant secretaries each of whom may be an employee of the Institute having other duties as such.  The duties of each assistant secretary shall be specified by the board of directors.

 

            Section 8.  Treasurer.  The board of directors shall appoint a treasurer of the corporation, who shall be responsible for verifying and certifying financial reports and records of the corporation and who shall have such other duties and responsibilities as may be assigned to him by the board of directors, and he may be required to give a bond in such amount and manner as is satisfactory to the board of directors.

 

            Section 9.  Assistant Treasurer.  The board of directors shall appoint an assistant treasurer, who may be an employee of the Institute.  The assistant treasurer shall have such duties as may be required of or delegated to him by the board of directors, and he may be required to give a bond in such amount and manner as is satisfactory to the board of directors.

 

            Section 10.  Other Offices.  The board of directors may establish such other offices as in their judgment the corporation shall require, and shall make or authorize appointments to such offices.

 

 

ARTICLE VI

 

Sundry Provisions

 

            Section 1.  Location of Principal Office.  The principal office for the transaction of business of the corporation is hereby fixed and located at 333 Ravenswood Avenue, Menlo Park, County of San Mateo, State of California.  The board of directors shall have the full power and authority to change said principal office from one location to another in said county.  The investigation and research activities of the corporation may be conducted at any place within or without the State of California and within or without the United States of America.

 

            Section 2.  Instruments in Writing.  All checks, drafts, demands for money and notes of the corporation, all written contracts of the corporation, conveyances by the corporation, and all other documents or instruments in writing requiring corporate signature on behalf of the corporation shall be signed by such officer or officers, agent or agents, as the board of directors may from time to time by resolution designate.  No officer, agent or employee of the corporation shall have power to bind the corporation by contract or otherwise unless authorized to do so by these bylaws or by the board of directors.

 

            Section 3.  Fiscal Year.  The fiscal year of this corporation shall begin on the first day of January and end on the 31st day of December of each year.

 

 

ARTICLE VIII

 

Amendments

 

 

            Section 1.  By Board of Directors.  These bylaws, other than a bylaw or amendment thereof changing the authorized number, the qualifications, or the manner of election of directors, may be altered, repealed or amended and new additional bylaws, other than a bylaw or amendment thereof changing the authorized number, the qualifications or the manner of election of directors, may be adopted at any time by the board of directors in exercise of the power granted to said board of directors in Article III, Section 6, of these bylaws.

 

            Section 2.  By General Members.  These bylaws may be altered, repealed or amended and new and additional bylaws adopted at any time by the vote or written assent of a majority of the general members of the corporation.

 

 

 

 

Bylaws, as amended June 1, 1994