Koozali Foundation By Laws
OF
The registered office of the Non-Profit Corporation shall be in the State of Oregon. The Non-Profit Corporation may have any number of other offices, including a principal office, at such places as the Board may determine or as the affairs of the Non-Profit Corporation may require from time to time.
The Non-Profit Corporation shall have and continuously maintain in the State of Oregon, a registered office, and a registered agent whose office is identical with such registered office, as required by the Oregon Non-Profit Corporation Act. The registered office may be, but need not be, identical with the principal office in the State of Oregon, and the address of the registered office may be changed from time to time by the Board of Directors.
SECTION 1. Members.
The Non-Profit Corporation shall have no members entitled to vote on any matter or for any other reason.
SECTION 1. General Powers.
The affairs of the Non-Profit Corporation shall be managed under the direction of the Board. The powers of the Non-Corporation shall be exercised by, or under the authority of, the Board except as otherwise provided by statute, the Articles of Incorporation, the Bylaws, or a resolution adopted by the Board.
SECTION 2. Number, Tenure, and Qualifications.
The number of Directors shall be at least 5 and not more than 11. The initial term of office for the Directors shall run until the 31st December 2014. Thereafter each Director shall be elected for a term of one year with their term of office commencing on the 1st January. Each Director shall be a natural person at least 18 years of age who need not be a resident of Oregon. There are no limit to the number of terms, consecutive or not, that a Director may serve.
SECTION 3. Election of Directors.
The Directors shall be elected by popular vote of the user community on an annual basis. The annual vote shall be conducted on the user forum over a two week period and terminating on the 30th of November. Votes will be cast on the user forums in a thread generated by the Board of Directors, with an announcement of the vote made on the project website(s). Valid votes must include the word “VOTE” in the subject line and may be changed any time during the two week voting period. Any registered user of the forum is eligible to cast one vote each. At the end of the two week voting period, the thread will be locked and votes counted. The Board will monitor votes to ensure that they proceed in accordance with these Bylaws. In exceptional circumstances the Board may invalidate the vote of an individual user (e.g., duplicate votes), invalidate the entire vote, or take some other unspecified action. Results of the annual vote will be posted to the user forum and website within two weeks of the end of the voting period.
SECTION 4. Regular Meetings.
A regular annual meeting of the Board of Directors shall be held prior to December 31 in each calendar year without other notice than this by-law. The Board of Directors may provide by resolution the time and place, either within or without the State of Oregon, for the holding of additional regular meetings of the Board without other notice than such resolution.
SECTION 5. Special Meetings.
Special meetings of the Board of Directors may be called by or at the request of the President or any two Directors. The person or persons authorized to call special meetings of the Board may fix any place, either with or without the State of Oregon, as the place for holding any special meeting of the Board called by them.
SECTION 6. Notice.
Notice of any special meeting of the Board of Directors shall be given at least two days previously thereto by written notice delivered personally or sent by mail or telegram to each Director at his address as shown by the records of the Corporation. If mailed, such notice shall be deemed to be delivered when deposited in the United States Mail in a sealed envelope so addressed, with postage thereon prepaid. If notice be given by telegram, such notice shall be deemed to be delivered when the telegram is delivered to the telegraph company. Any Director may waive notice of any meeting. The attendance of a Director at any meeting shall constitute a waiver of notice of such meeting, except where a Director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board need be specified in the notice or waiver of notice of such meeting, unless specifically required by law or by these by-laws.
SECTION 7. Quorum.
A majority of the Board of Directors shall constitute a quorum for the transaction of business at any meeting of the Board; but if less than a majority of the Directors are present at said meeting, a majority of the Directors present may adjourn the meeting from time to time without further notice.
SECTION 8. Manner of Acting.
The act of a majority of the Directors present at a meeting at which a quorum is present shall be the act of the Board of Directors, unless the act of a greater number is required by law or by these by-laws.
SECTION 9. Vacancies.
Any vacancy occurring in the Board of Directors and any directorship to be filled by reason of an increase in the number of directors may be filled by the affirmative vote of a majority of the remaining directors, though less than a quorum of the Board of Directors. A Director elected to fill a vacancy shall be elected for the unexpired term of his predecessor in office.
SECTION 10. Compensation.
Directors as such shall not receive any stated salaries for their services, but by resolution of the Board of Directors a fixed sum and expenses of attendance, if any, may be allowed for attendance at each regular or special meeting of the Board; but nothing herein contained shall be construed to preclude any Director from serving the Corporation in any other capacity and receiving compensation therefore.
SECTION 11. Informal Action by Directors.
Any action required by law to be taken at a meeting of directors, or any action which may be taken at a meeting of directors, may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the Directors.
SECTION 1. Officers.
The officers of the Corporation shall be a President, a Secretary, a Treasurer and such other officers as may be elected in accordance with the provisions of this Article. The Board of Directors may elect or appoint such other officers, including one or more Vice-Presidents and Assistants, as it shall deem desirable, such officers to have the authority and perform the duties prescribed, from time to time, by the Board of Directors.
SECTION 2. Election and Term of Office.
The officers of the Non-Profit Corporation shall be elected annually by the Board of Directors at the regular annual meeting of the Board of Directors. If the election of officers shall not be held at such meeting, such election shall be held as soon thereafter as conveniently may be. New offices may be created and filled at any meeting of the Board of Directors. Each officer shall hold office until his successor shall have been duly elected and shall have qualified.
SECTION 3. Removal.
Any officer elected or appointed by the Board of Directors may be removed by the Board of Directors whenever in its judgment the best interests of the Corporation would be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the officer so removed.
SECTION 4. Vacancies.
A vacancy in any office because of death, resignation, removal, disqualification or otherwise, may be filled by the Board of Directors for the unexpired portion of the term.
SECTION 5. President.
The President shall be the principal executive officer of the Corporation and shall in general supervise and control all of the business and affairs of the Corporation. He/She shall preside at all meetings of the Board of Directors. He/She may sign, with the Secretary or any other proper officer of the Corporation authorized by the Board of Directors, any deeds, mortgages, bonds, contracts, or other instruments which the Board of Directors has authorized to be executed, except in cases where the signing and execution thereof shall be expressly delegated by the Board of Directors or by these by-laws or by statute to some other officer or agent of the Corporation; and in general he/she shall perform all duties incident to the office of President and such other duties as may be prescribed by the Board of Directors from time to time.
SECTION 6. Vice President (if elected).
In the absence of the President or in event of his/her inability or refusal to act, the Vice President (or in the event there be more than one Vice President, the Vice Presidents in the order of their election) shall perform the duties of the President, and when so acting, shall have all the powers of and be subject to all the restrictions upon the President. Any Vice President shall perform such other duties as from time to time may be assigned to him/her by the President or by the Board of Directors.
SECTION 7. Treasurer.
The Treasurer shall have charge and custody of and be responsible for all funds and securities of the Corporation; receive and give receipts for moneys due and payable to the Corporation from any source whatsoever, and deposit all such moneys in the name of the Corporation in such banks, trust companies or other depositaries as shall be selected in accordance with the provisions of Article VII of these by-laws; and in general perform all the duties incident to the office of Treasurer and such other duties as from time to time may be assigned to him/her by the President or by the Board of Directors.
SECTION 8. Secretary.
The Secretary shall keep the minutes of the meetings of the members and of the Board of Directors in one or more books provided for that purpose; see that all notices are duly given in accordance with the provisions of these by-laws or as required by law; be custodian of the non-profit corporate records and of the seal of the Corporation and see that the seal of the Non-Profit Corporation is affixed to all documents, the execution of which on behalf of the Non-Profit Corporation under its seal is duly authorized in accordance with the provisions of these by-laws; and in general perform all duties incident to the office of Secretary and such other duties as from time to time may be assigned to him/her by the President or by the Board of Directors. In the absence of the President, and Vice-President, or in event of his/her inability or refusal to act, the Secretary shall perform the duties of the President, and when so acting, shall have all the powers of and be subject to all the restrictions upon the President.
SECTION 9. Assistants (if elected)
Assistants, in general, shall perform such duties as shall be assigned to them by the President, Treasurer, Secretary, or by the Board of Directors.
SECTION 1. Committee of Directors.
The Board of Directors, by resolution adopted by a majority of the Directors in office, may designate and appoint one or more committees, each of which shall consist of two or more Directors, which committees, to the extent provided in said resolution, shall have and exercise the authority of the Board of Directors in the management of the Corporation, except that no such committee shall have the authority of the Board of Directors in reference to amending, altering or repealing the by-laws; electing, appointing or removing any member of any such committee or any Director or officer of the Corporation; amending the articles of incorporation; restating articles of incorporation; adopting a plan of merger or adopting a plan of consolidation with another non-profit corporation; authorizing the sale, lease, exchange or mortgage of all or substantially all of the property and assets of the Non-Profit Corporation; authorizing the voluntary dissolution of the Corporation or revoking proceedings therefore; adopting a plan for the distribution of the assets of the Non-Profit Corporation; or amending, altering or repealing any resolution of the Board of Directors which by its terms provides that it shall not be amended, altered or repealed by such committee. The designation and appointment in any such committee and the delegation thereto of authority shall not operate to relieve the Board of Directors, or any individual Director, of any responsibility imposed upon it or him/her by law.
SECTION 2. Other Committees.
Other committees not having and exercising the authority of the Board of Directors in the management of the Corporation may be appointed in such manner as may be designated by a resolution adopted by a majority of the Directors present at a meeting at which a quorum is present. Except as otherwise provided in such resolution members of each such committee shall be members of the Corporation, and the President of the Non-Profit Corporation shall appoint the members thereof. Any member thereof may be removed by the person or persons authorized to appoint such member whenever in their judgment the best interests of the Non-Profit Corporation shall be served by such removal.
SECTION 3. Term of Office.
Each member of a committee shall continue as such until the next annual meeting of the members of the Non-Profit Corporation and until his/her successor is appointed, unless the committee shall be sooner terminated, or unless such member be removed from such committee, or unless such member shall cease to qualify as a member thereof.
SECTION 4. Chairman.
One member of each committee shall be appointed chairman by the person or persons authorized to appoint the members thereof.
SECTION 5. Vacancies.
Vacancies in the membership of any committee may be filled by appointments made in the same manner as provided in the case of the original appointments.
SECTION 6. Quorum.
Unless otherwise provided in the resolution of the Board of Directors designating a committee, a majority of the whole committee shall constitute a quorum and the act of a majority of the members present at the meeting at which a quorum is present shall be the act of the committee.
SECTION 7. Rules.
Each committee may adopt rules for its own government not inconsistent with these by-laws or with rules adopted by the Board of Directors.
SECTION 1. Contracts.
The Board of Directors may authorize any officer or officers, agent or agents of the Non-Profit Corporation, in addition to the officers so authorized by these by-laws, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Non-Profit Corporation, and such authority may be general or confined to specific instances.
SECTION 2. Checks, Drafts, etc.
All checks, drafts or orders for the payment of money, notes or other evidences of indebtedness issued in the name or the Corporation, shall be signed by such officer or officers, agent or agents of the Non-Profit Corporation and in such a manner as shall from time to time be determined by resolution of the Board of Directors. In the absence of such determination by the Board of Directors, such instruments shall be signed by the Treasurer or an Assistant Treasurer and countersigned by the President or a Vice President of the Non-Profit Corporation.
SECTION 3. Deposits.
All funds of the Non-Profit Corporation shall be deposited from time to time to the credit of the Non-Profit Corporation in such banks, trust companies or other depositaries as the Board of Directors may select.
SECTION 4. Gifts.
The Board of Directors may accept on behalf of the Corporation any contribution, gift, bequest or devise for the general purposes or for any special purpose of the Non-Profit Corporation.
The Non-Profit Corporation shall keep correct and complete books and records of account and shall also keep minutes of the proceedings of its members, Board of Directors and committees having any of the authority of the Board of Directors, and shall keep at its registered or principal office a record giving the names and addresses of the members entitled to vote. All books and records of the Non-Profit Corporation may be inspected by any member, or his/her agent or attorney, for any proper purpose at any reasonable time.
The fiscal year of the Non-Profit Corporation shall begin on the first day of January and end on the last day of December in each year.
Whenever any notice is required to be given under the provisions of the Oregon Non-Profit Corporation Act or under the provisions of the articles of incorporation or the by-laws of the Non-Profit Corporation, a waiver thereof in writing signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.
SECTION 1. Definitions.
For purposes of this Article:
(a) "Conflicting interest transaction" means a contract, transaction, or other financial relationship between the corporation and a Director, or between the Non-Profit Corporation and a party related to a Director, or between the Non-Profit Corporation and an entity in which a Director is a director or officer or has a financial interest.
(b) "A party related to a Director" means a spouse, a descendant, an ancestor, a sibling, the spouse or descendant of a sibling, an estate or trust in which the Director or a party related to a Director has a beneficial interest, or an entity in which a party related to a Director is a director, officer, or has a financial interest.
SECTION 2. Loans.
No loans shall be made by the Non-Profit Corporation to its Directors or officers. Any Director or officer who assents to or participates in the making of any such loan shall be liable to the Non-Profit Corporation for the amount of such loan until the repayment thereof.
SECTION 3. Validity.
No conflicting interest transaction shall be void or voidable or be enjoined, set aside, or give rise to an award of damages or other sanctions in a proceeding by or in the right of the Non-Profit Corporation, solely because the conflicting interest transaction involves a Director or a party related to a Director or an entity in which a Director is a director or officer or has a financial interest or solely because the Director is present at or participates in the meeting of the Board or of a committee of the Board that authorizes, approves, or ratifies the conflicting interest transaction or solely because the Director's vote is counted for such purpose if:
(a) The material facts as to the Director's relationship or interest and as to the conflicting interest transaction are disclosed or are known to the Board or the committee, and the Board or committee in good faith authorizes, approves, or ratifies the conflicting interest transaction by the affirmative vote of a majority of the disinterested Directors, even though the disinterested Directors are less than a quorum; or
(b) The conflicting interest transaction is fair as to the Non-Profit Corporation.
Common or interested Directors may be counted in determining the presence of a quorum at a meeting of the Board or of a committee which authorizes, approves, or ratifies the conflicting interest transaction.
These by-laws may be altered, amended or repealed and new by-laws may be adopted by a 2/3 majority of the Directors present at any regular meeting or at any special meeting, if at least two days’ written notice is given of intention to alter, amend or repeal or to adopt new by-laws at such meeting.
The foregoing initial by-laws of the Non-Profit Corporation were adopted by the Board of Directors on this day of _______________ , 20___.
_________________________________ Daniel Berteaud, DIRECTOR
____________________________ John Crisp, DIRECTOR
_________________________________
Anthony John Keane, DIRECTOR
_________________________________ Stéphane de Labrusse, DIRECTOR
_________________________________
Shad Lords, DIRECTOR
_________________________________ RequestedDeletion, DIRECTOR
_________________________________ Ian Wells, DIRECTOR
_________________________________ Stefano Zambon, DIRECTOR
_________________________________ Greg Zartman, DIRECTOR
