THE CAKE SOFTWARE FOUNDATION OPERATIING AGREEMENT
ARTICLE I - NAME, PURPOSE
Section 1: The name of the organization shall be the Cake Software Foundation
Section 2: The Cake Software Foundation is organized exclusively for charitable, scientific and educational purposes, related to the development of softeware applications using CakePHP.
ARTICLE II - MEMBERSHIP
Section 1: Membership shall consist of the members of the board of directors of the Cake Software Foundation and the developers and contributors of CakePHP.
ARTICLE III - ANNUAL MEETING
Section 1: Annual Meeting. The date of the regular annual meeting shall be set by the Board of Directors who shall also set the time and place.
Section 2: Special Meetings. Special meetings may be called by the Chair or the Executive Committee.
Section 3: Notice. Notice of each meeting shall be given to each voting member, by mail, not less than ten days before the meeting.
ARTICLE IV - BOARD OF DIRECTORS
Section 1: Board Role, Size, Compensation. The Board is responsible for overall policy and direction of the Cake Software Foundation and CakePHP, including the delegation of responsibility for day-to-day operations to the President and committees. The Board shall have up to 9 and not fewer than 3 members. The board receives no compensation other than reasonable expenses.
Section 2: Meetings. The Board shall meet at least once at an agreed upon time and place.
Section 3: Board Elections. Election of new directors or election of current directors to a second term will occur as the first item of business at the annual meeting of the corporation. Directors will be elected by a majority vote of the current directors.
Section 4: Terms. All Board members shall serve 4 year terms, but are eligible for re-election.
Section 5: Quorum. A quorum must be attended by at least 50 percent of the Board members before business can be transacted or motions made or passed.
Section 6: Notice. An official Board meeting requires that each Board member have written notice two weeks in advance.
Section 7. Officers and Duties. There shall be five officers of the Board consisting of a Project Manager, Lead Developer, Director of Documentation and Treasurer. Their duties are as follows:
The Project Manager shall convene regularly scheduled Board meetings, shall preside or arrange for other members of the executive committee to preside at each meeting in the following order: Lead Developer, Director of Documentation and Treasurer.
The Lead Developer will chair committees on special projects as designated by the board.
The Director of Documentation shall be responsible for keeping records of Board actions, including overseeing the taking of minutes at all board meetings, sending out meeting announcements, distributing copies of minutes and the agenda to each Board members, and assuring that corporate records are maintained.
The Treasurer shall make a report at each Board meeting. Treasurer shall chair the finance committee, assist in the preparation of the budget, help develop fundraising plans, and make financial information available to Board members and the public.
Section 8: Vacancies. When a vacancy on the Board exists, nominations for new members may be received from present Board members by the Secretary two weeks in advance of a Board meeting. These nominations shall be sent out to Board members with the regular Board meeting announcement, to be voted upon at the next Board meeting. These vacancies will be filled only to the end of the particular Board member's term.
Section 9: Resignation, Termination and Absences. Resignation from the Board must be in writing and received by the Secretary. A Board member shall be dropped for excess absences from the Board if s/he has three unexcused absences from Board meetings in a year. A Board member may be removed for other reasons by a three-fourths vote of the remaining directors.
Section 10: Special Meetings. Special meetings of the Board shall be called upon the request of the Project Manager or one-third of the Board. Notices of special meetings shall be sent out by the Director of Documentation to each Board member emailed two weeks in advance.
ARTICLE V - COMMITTEES
Section 1: The Board may create committees as needed, such as development, fundraising, documentation, etc. The Board Chair appoints all committee chairs.
Section 2: The five officers serve as the members of the Executive Committee. Except for the power to amend the Articles of Incorporation and Bylaws, the Executive Committee shall have all of the powers and authority of the Board of Directors in the intervals between meetings of the Board of Directors, subject to the direction and control of the Board of Directors.
Section 3: Finance Committee. The Treasurer is chair of the Finance Committee, which includes three other Board members. The Finance Committee is responsible for developing and reviewing fiscal procedures, a fundraising plan, and annual budget with staff and other Board members. The Board must approve the budget, and all expenditures must be within the budget. Any major change in the budget must be approved by the Board or the Executive Committee. The fiscal year shall be the calendar year. Annual reports are required to be submitted to the Board showing income, expenditures and pending income. The financial records of the organization are public information and shall be made available to the membership, Board members and the public.
ARTICLE VI - AMENDMENTS
Section 1: This agreement may be amended when necessary by a two-thirds majority of the Board of Directors. Proposed amendments must be submitted to the Secretary to be sent out with regular Board announcements.
This agreement were approved at a meeting of the Board of Directors of the Cake Software Foundation on
Decemeber 20, 2005.