BYLAWS OF THE OPEN-SOURCE FPGA FOUNDATION

ARTICLE I—OFFICES

1.1 Offices.

The principal offices of The Open-Source FPGA Foundation (the “Corporation”) will be located in Salt Lake County and the initial Principal Office of the Corporation will be located at 630 Komas Drive, Ste 239, Salt Lake City, UT, 84108. The Corporation may have such other offices, either within or outside Utah, as the governing Board of Directors may designate or as the affairs of the Corporation may require from time to time.

1.2 Registered Office and Registered Agent.

The registered office of the Corporation required by the Utah Revised Nonprofit Corporation Act (the “Act”) may be, but need not be, the same as the Corporation’s principal business office in Utah. The initial registered office is 623 E. 2100 S., Suite B1, Salt Lake City, Utah 84106 and the name of the Corporation’s registered agent at that address is Garrett & Garcia LLC. The
Corporation’s registered office and registered agent are subject to change from time to time by the Board of Directors, by the officers of the Corporation, or as otherwise provided by the Act.

ARTICLE II—DEFINITIONS

2.1 Definitions.

In these Bylaws, unless the context otherwise specifies or requires:

(a)  “Act” means the Utah Revised Nonprofit Corporations Act, including the regulations made pursuant to the Act, as from time to time amended and every statute that may be substituted therefor and, in the case of such substitution, any references in the Bylaws of the Corporation to provisions of the Act shall be read as references to the substituted provisions therefor in the new statute or statutes;

(b)  “Articles” means the original or restated articles of incorporation or articles, which may be amended from time to time.

(c) “Bylaws” means these bylaws of the Corporation, which may be amended from time to time as provided herein;

(d) “Code of Conduct” means such policy consistent with these bylaws as may be approved from time to time by the board of directors of the Corporation relating to the standards, rules, guidelines and values that govern and guide ethical business behavior of the directors, officers, Members and employees of the Corporation in respect of the fundamental principles, vision, mission and goals of the Corporation, the maintenance and preservation of the Corporation’s high standards of professional integrity towards clients, colleagues, partners, members and the general public and the interactions among such persons and entities;

(e)  “Corporation” means The Open-Source FPGA Foundation, a federal not-for-profit corporation incorporated under the Act;

(f) “Committee” means the working and governance group created to promote the development and adoption of the Corporation’s free and open-source intellectual property and surrounding hardware and software throughout global and local communities;

(g) “Member” or “Members” means the signatories of the OSFPGA Foundation Membership Agreement that have been accepted for membership in the Corporation;

(h)  “OSFPGA Foundation Membership Agreement” means the agreement, as in effect and as amended from time to time, by the board of directors of the Corporation;

(i)  “Technical Committee” means the committee created to receive submissions or other disclosures of any technical information, proposed designs or improvements, recommendations, comments and other materials with respect to the Corporation’s free and open-source intellectual
property and surrounding hardware and software.

(j).  “Regulation” means any rule issued by a rule-making or governmental authority which may pertain to the subject matter or action at hand.

2.2 Interpretation.

These bylaws shall, unless the context otherwise requires, be construed and interpreted in accordance with the following:

(a) all terms contained and which are defined in the Act, or the Regulations shall have the meanings given to such terms in the Act or such Regulations;

(b) words importing the singular number only shall include the plural and vice versa; and the word “person” shall include bodies corporate, corporations, companies, partnerships, syndicates, trusts and any number of aggregate of persons;

(c) the headings used in the Bylaws are inserted for reference purposes only and are not to be construed or taken into account in construing the terms or provisions thereof or to be deemed in any way to clarify, modify or explain the effect of any such terms or provisions; and

(d) if any of the provisions contained in the Bylaws are inconsistent with those contained in the Articles or the Act, the provisions contained in the Articles or the Act, as the case may be, shall prevail.

ARTICLE III—MEMBERS AND PURPOSE

3.1  The Corporation shall have no members.

3.2  Non-Voting Members

The Board may adopt policies and procedures for the admission of associate members or other designated members who shall have no voting rights in the Corporation. Such associates or other members are not “members” of the Corporation as defined in the Utah Revised Nonprofit Corporation Act.

3.3  General Purpose

The Corporation is organized and is to be operated to engage in any lawful activity permitted by Section 501(c)(6) of the Code. The purposes of the Corporation include promoting, protecting, and standardizing open-source FPGA technology.

3.4  Specific Purpose

The Corporation’s specific purpose (“Specific Purpose”) is to standardize, protect, and promote open-source FPGA technology, and related activities that:

(a) Sustain and evolve open-source FPGA technology and surrounding hardware and software ecosystem over time in response to changes in technology and the needs and requests of the user community.

(b) Ensure open-source FPGA technology is available to all implementers.

(c) Assist in managing licensing of the open-source trademarks.

(d) Maintain publicly accessible online repositories, documents, reference implementations.

(e) Produce and sell open-source promotional materials the proceeds from which are used to further the Specific Purposes of the foundation.

Scope

This Code of Conduct applies within all project and community spaces, and it also applies when an individual is representing the OSFPGA Foundation, its projects or its community in public spaces. Examples of representing a project or community include posting via social media account, or acting as a project representative at an online or offline event. Representation of a project may be further defined and clarified by project committers, leaders, or the executive
management of OSFPGA Foundation.

Enforcement

Instances of abusive, harassing, or otherwise unacceptable behavior may be reported by contacting the Staff. All complaints will be reviewed and investigated and will result in a response that is deemed necessary and appropriate to the circumstances. The Staff is obligated to maintain confidentiality with regard to the reporter of an incident. Further details of specific enforcement policies may be posted separately.

Members, affiliates, project committers or leaders who do not follow the Code of Conduct in good faith may face temporary or permanent repercussions as determined by the Staff.

Attribution

This Code of Conduct is adapted from the Contributor Covenant
(https://www.contributor-covenant.org) , version 1.4, available at https://www.contributorcovenant.
org/version/1/4/code-of-conduct.html
(https://www.contributor-covenant.org/version/1/4/code-of-conduct/)