Bylaws Original Vs Proposed (Fall 2013, Differences, Side-by-Side)

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Code of Bylaws for                                                                                 |    BYLAWS
                                                                                                   >    OF
Artisan's Asylum, Inc.                                                                                  ARTISAN'S ASYLUM, INC.
Article 1                                                                                          |    ARTICLE I
                                                                                                   >    NAME, ACTIVITIES, PURPOSE, FISCAL YEAR AND CORPORATE SEAL
                                                                                                   >    1.1. Name. The name of the organization, as stated in the Articles of Incorporation, is
                                                                                                   >    Artisan's Asylum (the ?Organization?).
                                                                                                   >    1.2. Activities. The Organization's primary activities will be to educate, provide space
                                                                                                   >    for and support the craftspeople and artisan community in the Boston area. The Organization
                                                                                                   >    aims to provide educational programming to the public across a variety of crafts skill sets, as
                                                                                                   >    well as access to the equipment and tools necessary to practice artisanship, and rent space to
                                                                                                   >    artisans. The Organization will raise money through grants, donations, and membership dues.
                                                                                                   >    1.3. Purpose. The Organization is organized exclusively for the charitable and
                                                                                                   >    educational purposes described above, including for such purposes, the making and distributions
                                                                                                   >    to organizations that qualify under 501(c) of the Internal Revenue Code of 1986, as amended (the
                                                                                                   >    ?Code?), or any corresponding sections of any future federal tax code. The Organization shall at
                                                                                                   >    all times be operated exclusively for charitable purposes within the meaning of 501(c)(3) of the
                                                                                                   >    Code, as now enacted or hereafter amended. All funds, whether income or principal, and
                                                                                                   >    whether acquired by gift or contribution or otherwise, shall be devoted to said purpose. No
                                                                                                   >    proceeds of the Organization will enrich an individual, except that reasonable compensation may
                                                                                                   >    be paid for services to the Organization. If the Organization is dissolved, any assets remaining
                                                                                                   >    will be distributed to another Organization serving a similar purpose and qualifying as a tax
                                                                                                   >    exempt, charitable organization under provisions of 501(c)(3) of the Code.
                                                                                                   >    1.4. Fiscal Year. The fiscal year of the Organization shall end on the 30th day of June
                                                                                                   >    each year, unless otherwise determined by the Board of Directors (the ?Board?).
                                                                                                   >    1.5. Corporate Seal. The Board may adopt and alter the seal of the corporation in a
                                                                                                   >    form determined from time to time.
                                                                                                   >    1.6.
                                                                                                   >    genders.

Name and Purpose of the Organization:                                                              |    Gender. All references to persons in these Bylaws shall mean to include all

1.1                                                                                                |    1.7. Definitions. As used herein, the terms ?Officer,? ?Director,? ?employee? and
Name: As stated in the Articles of Incorporation, as amended, filed with the                       |    ?agent? include their respective executors, administrators and other legal representatives; an
Office of the Secretary of State of the Commonwealth of Massachusetts, the name of the             |    ?interested? person is one against whom the action, suit or other proceeding on the same or
organization is ?Artisan's Asylum, Inc.? herein referred to as ?the Corporation.?                          |    similar grounds is then or had been pending or threatened; and a ?disinterested? person is a
1.2                                                                                                <
Nonprofit Status: The Corporation has been organized pursuant to 501(c) of the                     <
Internal Revenue Code.                                                                             <
1.3                                                                                                <
Activities: The Corporation's primary activities will be to educate, provide space                 <
for and support the craftsman and artisan community in the Boston area. The                        <
Corporation aims to provide educational programming to the public across a variety of              <
craftsman skill sets, as well as access to the equipment and tools necessary to practice           <
artisanship, and rent space to artisans. The Corporation will raise money through                  <
grants, donations, and membership dues.                                                            <
1.4                                                                                                <
Purpose: The Corporation is organized exclusively for the charitable and                           <
educational purposes described above, including for such purposes, the making and                  <
distributions to organizations that qualify under 501(c) of the Internal Revenue Code, or          <
any corresponding sections of any future federal tax code. The Corporation shall at all            <
times be operated exclusively for charitable purposes within the meaning of 501(c)(3) of           <
the Internal revenue Code, as now enacted or hereafter amended. All funds whether                  <
income or principle and whether acquired by gift or contribution or otherwise, shall be            <
devoted to said purpose. No proceeds of the Corporation will enrich an individual,                 <
except that reasonable compensation may be paid for services to the corporation. If the            <
Corporation is dissolved, any assets remaining will be distributed to another corporation          <
serving a similar purpose and qualifying as a tax exempt, charitable organization under            <
provisions of 501(c)(3) of the Internal Revenue Service.                                           <
Article 2 Limitation on actions not consistent with tax status:                                    <
2.1                                                                                                <
Disposition of Assets and Earnings: No part of the property or net earnings of                     <
the Corporation shall inure to the benefit of or be distributable to the Corporation's             <
directors, officers or other private persons, except that the Corporation shall be                 <
authorized and empowered to pay reasonable compensations, and reimburse                            <
reasonable expenses incurred, for services rendered and to make payments and                       <
distributions in furtherance of the purpose set forth in Article 1.                                <
2.2                                                                                                <
Limitation on Activities: No substantial part of the activities of the Corporation                 <
shall be the carrying on of propaganda, or otherwise attempting to influence legislation,          <
and the Corporation shall not participate in, or intervene in (including the publishing or         <

^Ldistribution of statements), any campaign on behalf of any political candidate for public        <
office. However, the Corporation may engage in general community advocacy services                 <
from an education and nonpartisan perspective. Not withstanding any other provisions               <
of these Bylaws, the Corporation shall not carry on any other activities not permitted to          <
be carried on by a Corporation exempt from federal income tax under Section 501 (c) (3)            <
of the Code, contributions to which are deductible under Section 170 (c) (2) of the Code.          <
2.3                                                                                                <
Code: References in these Bylaws to sections of the Code shall be deemed to                        <
include references to the corresponding provisions of any future amendments to the                 <
Code and to the corresponding provisions of any future United States Internal Revenue              <
Law.                                                                                               <
Article 3 Members                                                                                  <
3.1                                                                                                <

Membership.                                                                                        |    37168875_6
3.1.1 Voting Members.                                                                              <
3.1.1.1 Voting Membership in the Corporation shall be open to any                                  <
member of the public who pays the monthly membership fee for at least                              <
six (6) of the previous twelve (12) months (?Voting Membership Threshold                                   <
Requirement?). Months are cumulative over a twelve (12) month period,                              <
not consecutive. Voting Membership is determined on a month-to-month                               <
basis, and in order to qualify in any given month, a Member must meet                              <
the Voting Membership Threshold Requirement. If a Voting Member loses                              <
his or her voting rights by failing to meet the Voting Membership                                  <
Threshold Requirement, they may regain those rights once they again                                <
meet the Membership Threshold Requirements.                                                        <
3.1.1.2 Failure to vote on a particular matter by the time the Voting                              <
Period for that matter is up will be deemed a waiver of the Voting                                 <
Member's right to vote on that particular matter (unless Voting Member                             <
can show proper Notice was not received), but not Voting Membership as                             <
a whole.                                                                                           <
3.1.1.3 Because Voting Membership is based on a twelve-month cycle,                                <
during the first year of following the execution of these Bylaws the                               <
requirements for Voting Membership shall be in the discretion of the                               <
Board. The Board shall inform all Members of such requirements, which                              <
shall only subsist for the first twelve (12) following the execution of these                      <
Bylaws. Thereafter, the requirements listed in 3.1.1.1 above shall                                 <
automatically become the standard for Voting Membership.                                           <
3.1.2 Non-Voting Members. Non-Voting Members shall be any Member who                               <
does not yet meet (or does not currently meet) the Membership Threshold                            <
Requirement. Non-Voting Members shall have a right to attend Member                                <

^Lmeetings and may speak on any matter discussed during such meeting(s), but                       <
shall not be entitled to vote on any matters.                                                      <
3.2                                                                                                <
Admission of Members. Any member of the public can be a Member in any given                        <
month by paying their membership fee by the first business day of the month and by                 <
being in compliance with all policies of the Corporation, or as otherwise determined by            <
the President.                                                                                     <
3.3                                                                                                <
Termination of Members. Membership for Voting and Non-Voting Members may                           <
be terminated in any of the following ways: voluntarily by the Member at any time by               <
providing Notice to the Corporation, involuntarily for failure to comply with all policies of      <
the Corporation, or involuntarily by unanimous decision of the Board of Directors. Voting          <
Membership may also be terminated by the failure of a Voting Member to pay their                   <
monthly membership fee in accordance with the Voting Membership requirements                       <
(which shall be considered voluntary). Loss of Voting Membership does not mean loss of             <
Membership as a whole.                                                                             <
3.4                                                                                                <
Reinstatement of Membership. If a Voting Member's membership is terminated                         <
voluntarily, membership may be reinstated once they meet the Voting Membership                     <
requirements. If a Member's membership is terminated involuntarily, membership may                 <
be reinstated once 2/3 of the Board of Directors approves the reinstatement. Once a                <
Member's membership is terminated, it cannot be reinstated until the following month               <
unless otherwise determined by the Board of Directors. Voting Membership shall only be             <
reinstated upon meeting the Voting Membership Threshold Requirement as defined in                  <
Section 3.1.1 above.                                                                               <
3.5                                                                                                <
Place of Meetings. Meetings of Members shall be held at such place(s), within or                   <
without the Commonwealth of Massachusetts as shall be determined by the Board, and                 <
the President shall preside at all such meetings.                                                  <
3.6                                                                                                <
Annual Meeting. The annual meeting of the Members shall be held at seven                           <
o'clock at night the first week of June of each year. If any annual meeting is not held at         <
the designated time, the meeting shall be held as promptly as practicable thereafter at a          <
time to be determined by the Board.                                                                <
3.7                                                                                                <
Special Meetings. Special meetings of the Members may be called by the Board                       <
through a duly adopted resolution, by the Chairman of the Board, by the President of the           <
Corporation, by written petition of at least 40 Voting Members, or by written petition of          <
not less than twenty percent (20%) of all Voting Members. Business transacted at all               <
special member meetings shall be confined to the subjects stated in the Notice of said             <
meeting. The individual or individuals who call for a special meeting of the Members               <
shall deliver a statement of the subject(s) to be addressed at the special meeting to the          <
Secretary of the Corporation within forty-eight (48) hours of calling for said meeting (or, if     <
the office of Secretary shall then be vacant, to the President of the Corporation).                <
3.8                                                                                                <
                                                                                                        ^L
Notice of Meetings, Waiver, and Adjourned Meetings.                                                |    person against whom no such action, suit or other proceeding is then or had been pending or
                                                                                                   >    threatened.
                                                                                                   >    ARTICLE II
                                                                                                   >    MAINTAINING TAX STATUS
                                                                                                   >    2.1. Nonprofit Status. The Organization has been organized pursuant to section
                                                                                                   >    501(c)(3) of the Internal Revenue Code of 1986, as amended (the ?Code?).
                                                                                                   >    2.2. Disposition of Assets and Earnings. No part of the property or net earnings of the
                                                                                                   >    Organization shall inure to the benefit of or be distributable to the Organization's directors,
                                                                                                   >    officers or other private persons, except that the Organization shall be authorized and empowere
                                                                                                   >    to pay reasonable compensations, and reimburse reasonable expenses incurred, for services
                                                                                                   >    rendered and to make payments and distributions in furtherance of the purpose set forth in
                                                                                                   >    Article I.
                                                                                                   >    2.3. Limitation on Activities. No substantial part of the activities of the Organization
                                                                                                   >    shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and th
                                                                                                   >    Organization shall not participate in, or intervene in (including the publishing or distribution
                                                                                                   >    statements), any campaign on behalf of any political candidate for public office. However, the
                                                                                                   >    Organization may engage in general community advocacy services from an education and
                                                                                                   >    nonpartisan perspective. Notwithstanding any other provisions of these Bylaws, the
                                                                                                   >    Organization shall not carry on any other activities not permitted to be carried on by a
                                                                                                   >    Organization exempt from federal income tax under Section 501(c)(3) of the Code, contributions
                                                                                                   >    to which are deductible under Section 170(c)(2) of the Code.
                                                                                                   >    ARTICLE III
                                                                                                   >    MEMBERS
                                                                                                   >    3.1. Membership. Any person of the public can be a Member (the ?Member? or
                                                                                                   >    collectively with other Members, the ?Members?) in any given month by paying his membership
                                                                                                   >    fee by the first business day of the month and by being in compliance with all policies of the
                                                                                                   >    Organization, or as otherwise determined by the President and Board in a Board meeting (the
                                                                                                   >    ?Membership Threshold Requirement?).
                                                                                                   >    3.2. Member Meetings. All Members shall have the right to attend all meetings of
                                                                                                   >    Members and may speak on any matter discussed during such meetings. On matters requiring an
                                                                                                   >    action by vote, voting will be confined to Members eligible to vote (?Voting Members?) (as
                                                                                                   >    defined in Section 3.3.1 below).
                                                                                                   >    3.2.1. Place of Member Meetings. Meetings of Members shall be held at such
                                                                                                   >    place(s), within or without the Commonwealth of Massachusetts as shall be determined by the
                                                                                                   >    Board, and the President shall preside at all such meetings.
                                                                                                   >    3.2.2. Nature of Meetings. Meetings of the Members may be held remotely via
                                                                                                   >    teleconference call, video chat, or other electronic communication modes, and shall not require
                                                                                                   >    the physical presence of Members to conduct such a meeting, so long as attending Members can
                                                                                                   >    2
                                                                                                   >    37168875_6

^L3.8.1 Notice. Written notice stating the place, date and hour of the meeting, and                <
the purpose or purposes for which the member meeting is called, shall be                           <
delivered to each Member by the Secretary of the Corporation (or, if the office of                 <
Secretary shall then be vacant, by the President of the Corporation). If for an                    <
Annual Meeting, such notice shall be provided not less than ten (10) nor more                      <
than forty-five (45) days before the date of the meeting. If for a Special Meeting,                <
such notice shall be provided not less than forty-eight (48) hours before the date                 <
of the meeting. If mailed, such notice shall be deemed to be delivered when                        <
deposited in the United States mail with first call postage prepaid addressed to                   <
the Member at his or her address as it appears in the records of the Corporation                   <
or such other address as a member may have designated for delivery of notices                      <
in a written communication to the Secretary. Email shall be effective for                          <
providing notice if it was sent to the last email address provided by that Member                  <
to the Corporation.                                                                                <
3.8.2 Waiver. Waiver by a Member in writing of Notice of a members' meeting,                       <
signed either before or after the time of the meeting, shall be equivalent to the                  <
giving of such Notice. Attendance by a member at a members' meeting, whether                       <
in person or by proxy, without objection to the notice or lack thereof, shall                      <
constitute a waiver of proper notice of the meeting.                                               <
3.8.3 Adjournment. Any meetings of members may be adjourned by the Chair of                        <
the meeting to reconvene at another time or place. When a meeting is adjourned                     <
to another time or place, Notice will be sent via email to Members in accordance                   <
with Section 3.8.1 above. At the adjourned meeting of the Corporation may                          <
transact any business that might have been transacted at the original meeting.                     <
3.9                                                                                                <
Remote Communications. Unless otherwise provided in the Articles of                                <
Organization, if authorized by the Board of Directors, subject to such guidelines and              <
procedures as the Board of Directors may adopt, Members and proxy holders not                      <
physically present at a meeting of Members, may, by mean of remote communications:                 <
3.9.1 participate in a meeting of Members; and                                                     <
3.9.2 be deemed present in person and vote at a meeting of Members, provided                       <
that:                                                                                              <
3.9.2.1 the Corporation shall implement reasonable measures to verify that                         <
each person deemed present at the meeting by means of remote                                       <
communication is a Member or proxy holder;                                                         <
3.9.2.2 the Corporation shall implement reasonable measures to provide                             <
such Member and proxy holders a reasonable opportunity to                                          <
participate in the meeting, including an opportunity to read or hear the                           <
proceedings of the meeting substantially concurrently with such                                    <
proceedings; and                                                                                   <
                                                                                                        ^L
^L3.10 Nature of Meetings and Voting Period. Meetings may be held remotely and shall               |    hear and be heard and proper notice was provided to the Members (as defined in Section 3.2.5.1
not require the presence of a majority of members in order to conduct such a meeting,              |    below).
so long as proper Notice was provided to the Members and remote communications                     |    3.2.3. Annual Meeting. The annual meeting of the Members shall be held at
meet the guidelines of Section 3.9 above and any additional guidelines the Board may               |    night the first week of October of each year. If any annual meeting is not held at the designate
implement. Any matter may be brought to a vote during a meeting by a Voting Member                 |    time, the meeting shall be held as promptly as practicable thereafter at a time to be determined
raising the matter and obtaining a ?second? vote another Voting Member. Once a matter              |    the Board. A report from the Board on the financial state of the Organization shall be required
is brought to a vote, Voting Members will have a certain period of time (determined by             |    the Annual Meeting.
the President) following the date of the meeting to vote on any matter presented for a             |    3.2.4. Special Meetings. Special meetings are a forum for the community to
vote at such meeting, which shall be at least three (3) days (?Voting Period?). Passage            |    express its interests and to call an action by vote on business matter(s). Special meetings of t
of any matter presented for a vote shall be determined by a majority of the votes                  |    Members may be called by the Board through a duly adopted resolution, by the President of the
submitted during the Voting Period and not based on a majority of those present                    |    Organization, by written petition of at least forty (40) Voting Members, or by written petition
at the meeting.                                                                                    |    not less than twenty percent (20%) of all Voting Members. The individual or individuals who
3.10.1 A Member may participate and shall be considered present in any meeting                     |    call for a special meeting shall deliver a written statement of the subject(s) to be addressed a
called under this Section 3 by telephone, video phone, or similar electronic                       |    special meeting to the Secretary of the Organization within forty-eight (48) hours of calling fo
medium and shall be counted present so long as all attending Members can hear                      |    said meeting (or, if the office of Secretary shall then be vacant, to the President of the
and be heard and their identity can be reasonably verified.                                        |    Organization). Notice of the special meeting shall then be provided by the Organization to
3.11 Proxies. A Voting Member may vote either in person or through a proxy                         |    Members using the procedures in Section 3.2.5.1 below. A meeting only qualifies as a special
executed in writing by the Voting Member or the holder of a lawful power of attorney of            |    meeting if it starts with an official statement by one of the individuals who called the special
said Voting Member. No proxy shall be valid after one (1) year from the date of its                |    meeting that such meeting of the Members is a special meeting and that the floor is open to
execution, unless otherwise expressly provided in the proxy.                                       |    Members to make any motions. Business transacted at all special member meetings shall be
3.12 Voting. Each Voting Member shall be entitled to one (1) vote on each matter                   |    confined to the subjects stated in the Notice of said meeting.
submitted to a vote. The affirmative vote of a majority of the members that vote on the            |    3.2.4.1. Record of Special Meetings. Good-faith effort will be made by
matter shall be the act of the members as a whole unless the vote of a greater number              |    the Secretary, or his/her appointed representative to record the content of the special meetings
of Voting Members is required by law or otherwise in these bylaws.                                 |    those not present at the meeting. The record may be in video form or written minutes.
3.13 Failure to Receive Notice of Meeting. Voting Members are expected to be                       |    3.2.5. Notice of Meetings, Waiver, and Adjourned Meetings.
diligent if they would like to be active in the Corporation, and will be given notice              |    3.2.5.1. Notice. Notice of meetings shall be given by the Secretary of
regarding the date of a meeting and a Voting Period. Therefore, a Voting Member must               |    the Organization (or, if the office of Secretary shall then be vacant, by the President of the
notify the Corporation in writing within five (5) days of the expiration of a Voting Period to     |    Organization) by writing or electronic transmission to the last email address provided by the
allege they did not receive proper Notice of the meeting and did not get a chance to cast          |    Member to the Organization. Notice shall state the place, date and hour of the meeting, and the
their vote during the Voting Period. This claim shall be reviewed by the Board of                  |    purpose or purposes for which the members' meeting is called. If for an annual meeting, such
Directors who shall make an independent determination, based on a majority vote of the             |    notice shall be provided not less than ten (10) nor more than forty-five (45) days before the da
Board, of the validity of the claim and either deny it or acknowledge lack of Notice (or           |    of the meeting. If for a special meeting, such notice shall be provided not less than forty-eigh
other special circumstances) and allow the Voting Member to cast his or her vote.                  |    (48) hours before the date of the meeting. If mailed, such notice shall be deemed to be delivere
Failure to provide notice to the Corporation within five (5) days of the expiration of a           |    when deposited in the United States mail with first class postage prepaid and addressed to the
Voting Period shall be deemed a waiver of right to Notice and to vote on that matter.              |    Member at his address as it appears in the records of the Organization or such other address as
3.14 Matters on Which Voting Members Vote. The Voting Members shall vote on the                    |    member may have designated for delivery of notices in a written communication to the
following matters or any matters expressly granted to the Members in these Bylaws: (i)             |    Secretary.
the disposition of all or substantially all of the Corporation's assets. (ii) any merger or its    |    3.2.5.2. Waiver. Waiver by a Member in writing of notice of a meeting
principle terms and any amendment of those terms. (iii) any election to dissolve the               |    of the Members, signed either before or after the time of the meeting, shall be equivalent to th
Corporation. (iv) any election to elect a Board Member (excepting the minority of board            |    giving of such notice. The Secretary of the Organization shall cause any such waiver to be filed
seats selected by a vote of the board of directors itself as specified in Article 4). (v) any      |    with or entered upon the records of the Organization or, in the case of a waiver of notice of a
                                                                                                   >    3
                                                                                                   >    37168875_6

^Lelection to increase or decrease the number of Board Members. (vi) any election to               <
remove a Board Member based on a 2/3 vote of all votes cast by the Voting Members                  <
during the Voting Period. (vii) any veto of a Board resolution based on a 2/3 vote of all          <
votes cast by the Voting Members during the Voting Period. (viii) any one-time expense             <
or spending by the Corporation for ten thousand dollars ($20,000.00) or more within a 12           <
month period. (ix) establishment and definitions of categories of membership. (x) any              <
veto of a decision by the President or any other corporate officer, based on a 2/3 vote of         <
all votes cast by the Voting Membership during the Voting Period. (xi) any matters upon            <
which the Board, at its discretion, votes by a majority to have go to a vote of the Voting         <
Membership, or which the President, at his or her discretion, refers to a vote of the              <
Voting Membership.                                                                                 <
                                                                                                        ^L
Article 4 The Board of Directors                                                                   |    meeting, the records of the meeting. Attendance by a Member at a meeting of the Members
4.1                                                                                                |    without objection to the notice or lack thereof, shall constitute a waiver of proper notice of t
Power of the Board of Directors: The activities, property and affairs of the                       |    meeting.
Corporation shall be managed by its Board of Directors which is empowered to exercise              |    3.2.5.3. Adjournment. Any meetings of Members may be adjourned by
all such powers of the Corporation and to do all such lawful acts and things as are                |    the Chair of the meeting to reconvene at another time or place. When a meeting is adjourned to
authorized by law, by the Corporation's Certificate of Incorporation or Bylaws. To the             |    another time or place, notice shall be sent via email to Members in accordance with Section
extent permitted by law, the Board of Directors may delegate power and authority in the            |    3.2.5.1 above. At the adjourned meeting of the Members, the Organization may transact any
exercise of its duties and responsibilities to its duly elected and duly appointed                 |    business that might have been transacted at the originally-scheduled meeting.
committees, and to its duly appointed officers or other such qualified agents.                     |    3.3.
4.2                                                                                                <
Composition: The Board of Directors shall consist of not less than three (3)                       <
nor more than seven (7) members, the precise number to be fixed by the Voting                      <
Members. The Voting Members shall elect a majority of the Board and the Board shall                <
elect the remainder.                                                                               <
4.3                                                                                                <
Limitations: The employees of the Corporation are ineligible to become Directors                   <
of the Corporation during the term and tenure of their employment or agency.                       <
Notwithstanding the foregoing, the President of the Corporation may serve as a Director.           <
4.4                                                                                                <

Section 4.4 intentionally left blank except for this statement.                                    |    Member Voting.

4.5                                                                                                |    3.3.1. Voting Eligibility. Member voting shall be open to any Member (the
Term in Office, Staggered Board: The initial Directors shall be divided into two                   |    ?Voting Member? and collectively with other Voting Members, the ?Voting Members?) who
groups, with approximately half of the Directors in each group. In order to achieve this           |    pays the monthly membership fee for the last six (6) consecutive months (the ?Voting Member
even rotation, the term of a group of Directors may be shortened to less than two (2)              |    Threshold Requirement?). The voting membership eligibility list will be updated and
years during the first voting cycle following the execution of these Bylaws. Thereafter,           |    determined on a month-to-month basis by the President or those staff designated by the President
Directors shall hold office for a term of two (2) years or until his or her successor shall        |    to make such a determination.
have been elected and qualified. Directors shall be eligible for reappointment for                 |    3.3.2. Matters Requiring a Member Vote. Voting Members shall vote on the
successive terms at the end of their term.                                                         |    following matters as well as any other matters expressly specified in these Bylaws:
                                                                                                   >    (i)

^L4.6                                                                                              |    The disposition of all or substantially all of the Organization's
Removal: Any one or more Directors may be removed with or without cause, at                        |    assets;
any time by a 2/3 vote of Voting Members, based on votes cast during a Voting Period               <
following a properly called meeting or action by consent.                                          <
4.7                                                                                                <
Absences from Meetings: Any Director shall be considered to have resigned his                      <
or her position if he or she is absent from three (3) consecutive regular or special               <
meetings of the Board of Directors without explanatory correspondence with the Chair of            <
the Board of Directors.                                                                            <
4.8                                                                                                <
Vacancies: If any vacancy in the Board shall occur, the remaining Directors shall                  <
continue to act, and any such vacancy may be filled by the Voting Members if the Voting            <
Members originally elected the Board seat now vacant, or by the Consent of the Board               <
of Directors if the Board originally elected the Board seat now vacant. Vacancies must             <
be filled by the beginning of the next term of the Board seat now vacant.                          <
Article 5 Meetings of the Board of Directors                                                       <
5.1                                                                                                <
Regular Meetings: A regular annual meeting of the Board of Directors shall be                      <
held without other notice than these Bylaws at a point in time fixed by the Board of               <
Directors during each calendar year. The Board of Directors may designate any place,               <
either within or without the Commonwealth of Massachusetts as the place of meeting for             <
any regular annual meeting called by the Board of Directors. If no designation is made,            <
the place of meeting shall be the principal office of the Corporation in the                       <
Commonwealth of Massachusetts, but if all of the Directors shall meet at any time and              <
place, either within or without the Commonwealth of Massachusetts, and consent to the              <
holding of a meeting, such meeting shall be valid without call or notice, and at such              <
meeting any corporate action may be taken. The Board of Directors may provide by                   <
resolution the time and place, either within or without the Commonwealth of                        <
Massachusetts, for the holding of additional regular meetings of the Board without other           <
notice than such resolution.                                                                       <
5.2                                                                                                <
Special Meetings: Special meetings of the Board of Directors may be called by                      <
or at the request of the Chair or any of the Directors. The person or persons authorized           <
to call special meetings of the Board may fix any place, whether within or without the             <
Commonwealth of Massachusetts, as the place for holding any special meeting called by              <
them.                                                                                              <
5.3                                                                                                <
Notice of Special Meetings: Notice of any special meeting of the Board of                          <
Directors shall be given at least forty-eight (48) hours previously thereto by written notice      <
delivered personally or sent by mail, e-mail, telegram or telephone to each Director at his        <
or her address as shown by the records of the Corporation. 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             <

^Lnot lawfully called or convened. Neither the business to be transacted at, nor the               |    (ii)
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 these Bylaws.          <
5.4                                                                                                <
Quorum: At any duly called meeting of the Board of Directors, whether annual or                    <
special, a majority of the elected Directors then in office shall constitute a quorum for the      <
transaction of business.                                                                           <
5.4.1 A Director may participate and shall be considered present in any meeting                    <
called under this Article by telephone, video phone, or similar electronic medium                  <
and shall be counted present so long as all attending Directors can hear and be                    <
heard and their identity can be reasonably verified.                                               <
5.5                                                                                                <
Manner of Acting: A quorum must be present at regular meetings of the Board of                     <
Directors in order to take consent action on recommendations or proposals submitted to             <
the Board for action. Except as otherwise provided by law or by these Bylaws, an act of            <
the Board of Directors shall be made by Consent, which shall be a majority unless                  <
otherwise specified in this Agreement.                                                             <
5.6                                                                                                <
Action by Written Resolution: If Directors severally or collectively consent in                    <
writing (specifically including electronic communication) to any action to be taken by the         <
Board, and the number of such Directors constitutes a quorum for such action, such                 <
action shall be as valid corporate action as though it had been authorized at a meeting of         <
the Board of Directors. The Secretary shall file such consents with the minutes of the             <
meetings of the Board of Directors.                                                                <
5.7                                                                                                <
Proxy Action Not Permitted: For the purposes of decision making and                                <
establishing a quorum as set forth in this Article, Directors unable to attend a meeting for       <
any valid reason may not participate by proxy.                                                     <
5.8                                                                                                <
First Meeting of the Board. The Board, as elected by the Incorporators, shall                      <
meet within three (3) months of election and shall elect permanent Board Members to                <
serve a term in accordance with this Agreement.                                                    <
Article 6 Officers of the Board of Directors                                                       <
6.1                                                                                                <
Officers: The Officers of the Corporation shall be: President, a Secretary (or                     <
Clerk) and a Treasurer. The Corporation may also have a Chief Financial Officer, one or            <
more Assistant Secretaries, one or more Assistant Treasurers, and such other officers              <
as the Board of Directors may determine from time to time.                                         <
6.2                                                                                                <
Election of Officers: The Voting Members, at their Annual Meeting, shall elect                     <
the Officers by a majority of votes cast during the Voting Period. The officers shall serve        <

^Luntil the next Annual Meeting or until their successors are elected, whichever event             |    Any merger or its principle terms and any amendment of those
occurs later. The initial Officers shall be elected at the first meeting of the Board.             |    terms;
Article 7 Duties and Powers of the Officers                                                        <
The duties and powers of the officers of the Corporation shall be as follows:                      <
7.1                                                                                                <
President. The President shall be the Chief Executive Officer of the Corporation                   <
and, subject to the control of the Board of Directors, shall have general charge and               <
supervision of the affairs of the Corporation and, except as otherwise provided by the             <
Articles of Organization, these By-laws and the Massachusetts General laws, the                    <
President shall see that all orders and resolutions of the Board are carried into effect.          <
7.2                                                                                                <
Chair of the Board of Directors: The Chair of the Board of Directors shall be                      <
chosen from among the members of the Board of Directors. He or she shall preside at all            <
meetings of the Board of Directors and shall have such other duties and responsibilities           <
as are customary for the office of Chair of the Board of Directors and as may be                   <
assigned to him or her from time to time by the Board of Directors.                                <
7.3                                                                                                <
Vice Chair of the Board of Directors: If a Vice Chair of the Board is chosen, he or                <
she shall be chosen from among the members of the Board of Directors. He or she shall              <
perform the duties of the Chair of the Board of Directors in the absence or disability of          <
the Chair and shall have such other duties and responsibilities as may be assigned to              <
him or her from time to time by the Board of Directors. Should no Vice Chair of the                <
Board be chosen, the Secretary shall perform the Vice Chair's duties.                              <
7.4                                                                                                <
Secretary: The Secretary shall cause minutes to be kept of the meetings of the                     <
Board of Directors in appropriate books. He or she shall give all notices of the meetings          <
of the Board of Directors. He or she shall be the custodian of the records of the                  <
Corporation (other than those kept by the Treasurer) and of the corporate seal, and shall          <
affix the latter when required. He or she shall in general perform all the duties incident to      <
the office of Secretary, subject to the control of the Board of Directors and of the               <
Executive Committee.                                                                               <
7.4.1 It shall be the duty of the Secretary to enforce all Bylaws, rules and                       <
regulations for the proper conduct of the Corporation made by or under the                         <
authority of the Board of Directors or Executive Committee of the Board. In all                    <
cases of disputed authority or uncertainty as to the meaning of the Bylaws, rules                  <
and regulations of the Corporation, his or her decision shall govern until the                     <
Board of Directors or Executive Committee shall otherwise rule by Consent.                         <
7.4.2 It shall be the duty of the Secretary to see that all requirements of law and                <
of appropriate state and local authorities are duly observed in the conduct of the                 <
affairs of the Corporation.                                                                        <

^L7.4.3 The Secretary shall be permitted to appoint a Recording Clerk or other                     |    (iii)
representative, at the discretion of the Secretary, to fulfill the minute taking duties            |
set forth herein.                                                                                  |    Any election to dissolve the Organization;
7.5                                                                                                |
Treasurer: The Treasurer shall have supervision over the receipt and custody of                    |    (iv)
the Corporation's funds, and shall cause to be kept correct and complete books and                 |
records of account, including full and accurate accounts of receipts and disbursements             |    Any election to elect a director of the Board; excepting, however,
in books belonging to the Corporation, and in general shall perform such duties as are             |    the minority of Board seats selected by a vote of the directors of
customary to the office of Treasurer. In addition, the Treasurer shall perform such other          |    the Board (as specified in Article 4);
duties as the Board of Directors or the Executive Director may from time to time assign            |
to the Treasurer. The Treasurer shall be provided with a bond for the faithful discharge           |    (v)
or his or her duties in such amount as the Board of Directors or the Executive Committee           |
may require.                                                                                       |    Any election to amend the overall numerical range and
7.6                                                                                                |    composition of directors of the Board;
Officer Vacancies: A vacancy in any office shall be filled by the Voting Members                   |
at a regular meeting or at a special meeting called for that purpose. Vacancies must be            |    (vi)
filled by the beginning of the next term of the Officer whose seat is vacant.                      |
7.7                                                                                                |    Any matters upon which the Board requires an action by vote of
Resignation and Removal: Any Officer may resign at any time by giving written                      |    the Voting Members at its discretion, as decided by a majority of
notice of such resignation to the Clerk or President. Such resignation shall be effective          |    the directors of the Board, or by the President, at his discretion;
upon receipt of such notice, unless the notice specifies a later effective date acceptable         |
to the Corporation. The Voting Members may remove any officer by a 2/3 vote (based on              |    (vii)
votes cast during the Voting Period) at any time with or without cause, at any regular or          |
                                                                                                   >    Any election to remove a director of the Board by the Voting
                                                                                                   >    Members (as further prescribed in Section 4.4 below);
                                                                                                   >
                                                                                                   >    (viii)
                                                                                                   >
                                                                                                   >    Any veto of a Board resolution by the Voting Members; and
                                                                                                   >
                                                                                                   >    (ix)
                                                                                                   >
                                                                                                   >    Any Bylaws amendments (as further prescribed in Section 13.1
                                                                                                   >    below).
                                                                                                   >    4
                                                                                                   >
                                                                                                   >    37168875_6
                                                                                                   >
                                                                                                   >    ^L
                                                                                                   >    3.3.3. Quorum. At any meeting of the Members, the attendance of fifteen
                                                                                                   >    percent (15%) of the Voting Members shall constitute a quorum. No vote requiring Voting
                                                                                                   >    Member action shall be taken when less than a quorum is present other than a vote to adjourn.
                                                                                                   >    When a quorum is present at any meeting, a two-thirds (2/3) vote of approval of the total votes
                                                                                                   >    cast on a specific matter shall be the act of the Members as a whole unless otherwise provided b
                                                                                                   >    the law, the Articles of Organization, or these Bylaws. Each Voting Member shall be entitled to
                                                                                                   >    one (1) vote on each matter submitted to a vote.
                                                                                                   >    3.3.4. Voting Method and Waiver. Voting shall be performed through electronic
                                                                                                   >    voting following a meeting the Members where a vote has been raised, or as specified by the
                                                                                                   >    Board, the law, the Articles of Organization, or these Bylaws. Failure to vote on a particular
                                                                                                   >    matter by the end of the voting period, defined as a certain period of time of at least three (3
                                                                                                   >    days, to be determined by the President following the meeting date where the said matter was
                                                                                                   >    presented for a vote (the ?Voting Period?) will be deemed a waiver of the Voting Member's right
                                                                                                   >    to vote on that particular matter (unless the Voting Member can show proper Notice was not
                                                                                                   >    received).
                                                                                                   >    3.3.5. Failure to Receive Notice. A Voting Member must notify the
                                                                                                   >    Organization in writing within five (5) days of the expiration of a Voting Period to allege he d
                                                                                                   >    not receive proper notice of the meeting of the Members and did not get a chance to cast his vot
                                                                                                   >    during the Voting Period. This claim shall be reviewed by the Board who shall make an
                                                                                                   >    independent determination, based on a majority vote of the Board, of the validity of the claim
                                                                                                   >    and either deny it or acknowledge lack of Notice (or other special circumstances) and allow the
                                                                                                   >    Voting Member to cast his vote. Failure to provide notice to the Organization within five (5)
                                                                                                   >    days of the expiration of a Voting Period shall be deemed a waiver of right to Notice and to vot
                                                                                                   >    on that matter.
                                                                                                   >    3.4. Termination of Membership. Membership for Members may be terminated in
                                                                                                   >    any of the following ways: (a) voluntarily by the Member at any time by providing written
                                                                                                   >    notice to the Organization, which termination shall go immediately into effect upon the
                                                                                                   >    Organization receiving such notice unless the notice otherwise specifies, or (b) involuntarily b
                                                                                                   >    the President and the Board for failure to remain in good standing by complying with all policie
                                                                                                   >    of the Organization, as specified in the Organization's Policies and Procedures.
                                                                                                   >    3.5. Reinstatement of Membership. If a Member's membership is terminated
                                                                                                   >    involuntarily, membership may be reinstated if two-thirds of the Board approves the
                                                                                                   >    reinstatement at a regular or special meeting of the Board (as defined in Section 4.6 below).
                                                                                                   >    Once a Member's membership is terminated, it cannot be reinstated until the following month
                                                                                                   >    unless otherwise determined by the President and the Board. Voting Membership shall only be
                                                                                                   >    reinstated upon meeting the Voting Member Threshold Requirement (as defined in Section 3.3.1
                                                                                                   >    above). Loss of Voting Membership does not automatically mean loss of Membership as a
                                                                                                   >    whole.
                                                                                                   >
                                                                                                   >    5
                                                                                                   >    37168875_6
                                                                                                   >
                                                                                                   >    ^L
                                                                                                   >    ARTICLE IV
                                                                                                   >    THE BOARD OF DIRECTORS
                                                                                                   >    4.1. Power of the Board of Directors. The activities, property and affairs of the
                                                                                                   >    Organization shall be managed by its Board of Directors, which is empowered to exercise all
                                                                                                   >    such powers of the Organization and to do all such lawful acts and things as are authorized by
                                                                                                   >    law, the Articles of Incorporation, and these Bylaws. To the extent permitted by law, the Board
                                                                                                   >    may delegate power and authority in the exercise of its duties and responsibilities to its duly
                                                                                                   >    elected and duly appointed committees, and to its duly appointed officers or other such qualifie
                                                                                                   >    agents.
                                                                                                   >    4.2. Composition. The Board shall consist of not less than five (5) nor more than
                                                                                                   >    thirteen (13) directors (each a ?Director? and collectively, the ?Directors?). The Voting
                                                                                                   >    Members shall elect four Directors of the Board and the Board will appoint the remaining
                                                                                                   >    Directors of the Board. The Board will have one permanent non-voting ex-officio position,
                                                                                                   >    reserved for Gui Cavalcanti (the ?Founder?).
                                                                                                   >    4.3. Term in Office, Staggered Board. The Directors shall serve staggered terms and
                                                                                                   >    hold office for a term of two (2) years or until his successor shall have been elected and
                                                                                                   >    qualified. All Directors will be divided into two classes as nearly equal in number as is
                                                                                                   >    practicable in order to stagger the terms of Directors and achieve continuity of governance of t
                                                                                                   >    Organization as follows: Class A Directors, whose terms expire in odd-numbered years; and
                                                                                                   >    Class B Directors, whose terms expire in even-numbered years. Directors shall be eligible for
                                                                                                   >    reappointment and only for the maximum of two successive terms and no more than three full
                                                                                                   >    terms in a period of eight (8) years.
                                                                                                   >    4.4. Removal. Any Director may be removed with or without cause, at any time by a
                                                                                                   >    two-thirds (2/3) vote of Voting Members.
                                                                                                   >    4.5. Vacancies. If any vacancy in the Board shall occur, the remaining Directors shall
                                                                                                   >    continue to act despite such vacancy or vacancies in the Board and shall for this purpose be
                                                                                                   >    deemed to constitute a full board. Any such vacancy may be filled by a two-thirds (2/3) vote of
                                                                                                   >    the Voting Members during the Voting Period if the Voting Members originally elected the
                                                                                                   >    Board seat now vacant, or by a majority vote of the Board if the Directors originally elected th
                                                                                                   >    Board seat now vacant. Vacancies must be filled by the beginning of the next term of the Board
                                                                                                   >    seat now vacant.
                                                                                                   >    4.6.
                                                                                                   >
                                                                                                   >    Board Meetings.
                                                                                                   >
                                                                                                   >    4.6.1. Regular Meetings. An annual meeting of the Board shall be held without
                                                                                                   >    other notice than these Bylaws at a point in time fixed by the Board during each calendar year.
                                                                                                   >    The Board may designate any place, either within or without the Commonwealth of
                                                                                                   >    Massachusetts as the place of meeting for the annual meeting. If no designation is made, the
                                                                                                   >    place of meeting shall be the principal office of the Organization in the Commonwealth of
                                                                                                   >    Massachusetts. The Board may provide by resolution the time and place, either within or
                                                                                                   >    without the Commonwealth of Massachusetts, for the holding of additional regular meetings of
                                                                                                   >    the Board without other notice than such resolution.
                                                                                                   >    6
                                                                                                   >    37168875_6
                                                                                                   >
                                                                                                   >    ^L
                                                                                                   >    4.6.2. Special Meetings. Special meetings of the Board may be called by or at
                                                                                                   >    the request of the President of the Organization or any of the Directors. The person or persons
                                                                                                   >    authorized to call special meetings of the Board may fix any place, whether within or without th
                                                                                                   >    Commonwealth of Massachusetts, as the place for holding any special meeting called by them.
                                                                                                   >    4.6.2.1. Notice of Special Meetings. Notice of any special meeting of
                                                                                                   >    the Board shall be given at least forty-eight (48) hours previously thereto by written notice
                                                                                                   >    delivered personally or sent by mail, telephone, e-mail, or other electronic communication to
                                                                                                   >    each Director at his address as shown by the records of the Organization. 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 to object to the
                                                                                                   >    transaction of any business because the meeting is not lawfully called.
                                                                                                   >    4.6.3. Nature of Meetings. A Director may participate and shall be considered
                                                                                                   >    present in any meeting called under this Section by telephone, video phone, or similar electroni
                                                                                                   >    medium and so long as all attending Directors can hear and be heard and their identity can be
                                                                                                   >    reasonably verified.
                                                                                                   >    4.6.4. Quorum and Voting. At any duly called meeting of the Board, whether
                                                                                                   >    annual, regular or special, a majority of the elected Directors then in office shall constitute
                                                                                                   >    quorum for the transaction of business. A vote of the majority of those Directors present at a
                                                                                                   >    meeting of the Board for which there is a quorum present shall be a valid corporate action.
                                                                                                   >    4.6.5. Action by Written Resolution. If a majority of Directors severally or
                                                                                                   >    collectively consent in writing (specifically including electronic communication) to any action
                                                                                                   >    be taken by the Board, and the number of such Directors constitutes a quorum for such action,
                                                                                                   >    such action shall be a valid corporate action as though it had been authorized at a meeting of t
                                                                                                   >    Board. The Secretary shall file such consents with the minutes of the meetings of the Board.
                                                                                                   >    4.6.6. Absences from Meetings. Any Director shall be considered to have
                                                                                                   >    resigned his position if he is absent from three (3) consecutive regular or special meetings of
                                                                                                   >    Board without reasonable prior explanatory correspondence with the President or Secretary of
                                                                                                   >    the Organization.
                                                                                                   >    4.7. Board Committees. The Board may, by vote of a majority of the directors then in
                                                                                                   >    office, elect or appoint from time to time one or more committees and delegate to any such
                                                                                                   >    committee or committees that consist solely of Directors any or all of the powers of the
                                                                                                   >    Directors, except those which by law, the Articles of Organization, or these Bylaws they are
                                                                                                   >    prohibited from delegating. Unless the Directors otherwise determine, the Executive Committee
                                                                                                   >    shall have all of the powers of the Directors during intervals between meetings of the Directors
                                                                                                   >    Unless the Directors otherwise designate, committees shall conduct their affairs as nearly as ma
                                                                                                   >    be in the same manner as is provided in these Bylaws for the Directors. The Directors of any
                                                                                                   >    committee shall remain in office at the pleasure of the Board.
                                                                                                   >
                                                                                                   >    7
                                                                                                   >    37168875_6
                                                                                                   >
                                                                                                   >    ^L
                                                                                                   >    ARTICLE V
                                                                                                   >    OFFICERS
                                                                                                   >    5.1. Officers. The officers of the Organization shall be: President, Treasurer, and
                                                                                                   >    Secretary (each an ?Officer? and collectively, the ?Officers?). Officers of the Organization will
                                                                                                   >    also be Directors of the Board, with all the rights and authority of a Director.
                                                                                                   >    5.2. Other Officers. Other Officers shall have such powers as may be designated from
                                                                                                   >    time to time by the Board.
                                                                                                   >    5.3. Election of Officers. The Board shall appoint the Officers by a majority of
                                                                                                   >    Director votes. The Officers shall serve at the pleasure of the Board.
                                                                                                   >    5.4. President. The President shall be the Executive Director of the Organization and,
                                                                                                   >    subject to the control of the Board, shall have general charge and supervision of the affairs of
                                                                                                   >    Organization. Except as otherwise provided by the Massachusetts General Laws, the Articles of
                                                                                                   >    Organization, and these Bylaws, the President shall see that all orders and resolutions of the
                                                                                                   >    Board are carried into effect. He shall preside at all meetings of the Board and shall have such
                                                                                                   >    other duties and responsibilities as may be assigned to him from time to time by the Board. For
                                                                                                   >    matters involving employee compensation and similarly related employee matters that would
                                                                                                   >    result in a conflict of interest, the President will recuse himself from any Board discussions a
                                                                                                   >    shall not vote on such contract or transaction, but he may be counted for purposes of determinin
                                                                                                   >    a quorum.
                                                                                                   >    5.5. Treasurer. The Treasurer shall have the custody of, and be responsible for, all
                                                                                                   >    funds and securities of the Organization. He shall keep or cause to be kept complete and
                                                                                                   >    accurate accounts of receipts and disbursements of the Organization, and shall deposit all monie
                                                                                                   >    and other valuable property of the Organization in the name and to the credit of the Organizatio
                                                                                                   >    in such banks or depositories as the Board may designate. Whenever required by the Board, the
                                                                                                   >    Treasurer shall render a statement of accounts. He shall at all reasonable times exhibit the boo
                                                                                                   >    and accounts to any Officer or Director of the Organization, and shall perform all duties incide
                                                                                                   >    to the office of Treasurer, subject to the supervision of the Board, and such other duties as sh
                                                                                                   >    from time to time be assigned by the Board. The Treasurer shall, if required by the Board, give
                                                                                                   >    such bond or security for the faithful performance of his duties as the Board may require, for
                                                                                                   >    which he shall be reimbursed.
                                                                                                   >    5.6. Secretary. The Secretary shall cause minutes to be kept of the meetings of the
                                                                                                   >    Board of Directors in appropriate books. If the Secretary is absent from any meeting of the
                                                                                                   >    Board, a temporary Secretary chosen at the meeting shall exercise the duties of the Secretary at
                                                                                                   >    the meeting. The Secretary shall also be permitted to appoint another representative, at the
                                                                                                   >    discretion of the Secretary, to fulfill these minute-taking duties. The Secretary shall give all
                                                                                                   >    notices of the meetings of the Board. The Secretary shall enforce the Bylaws, rules and
                                                                                                   >    regulations for the proper conduct of the Organization made by or under the authority of the
                                                                                                   >    Board. In all cases of disputed authority or uncertainty as to the meaning of the Bylaws, rules
                                                                                                   >    and regulations of the Organization, his decision shall govern until the Board shall otherwise
                                                                                                   >    rule.
                                                                                                   >
                                                                                                   >    8
                                                                                                   >    37168875_6
                                                                                                   >
                                                                                                   >    ^L
                                                                                                   >    5.7. Officer Vacancies. A vacancy in any office shall be filled by the Directors at a
                                                                                                   >    regular Board meeting or at a special meeting called for that purpose. Vacancies must be filled
                                                                                                   >    by the beginning of the next term of the Officer whose seat is vacant.
                                                                                                   >    5.8. Resignation and Removal. Any Officer may resign at any time by giving thirty
                                                                                                   >    (30) days written notice of such resignation to the Secretary or President, or such offices are
                                                                                                   >    unfilled, to the Board. Such resignation shall be effective upon thirty (30) days following the
                                                                                                   >    receipt of such notice, unless the notice specifies a later effective date acceptable to the
                                                                                                   >    Organization. The Voting Members may remove any Officer by a two-thirds (2/3) vote of the
                                                                                                   >    total votes cast during the Voting Period, at any time, with or without cause, at any regular or
special meeting of the Members duly called.                                                             special meeting of the Members duly called.
Article 8 Compensation                                                                             |    ARTICLE VI
Officers may receive reasonable compensation for their services and Officers and Directors may     |    COMPENSATION
be reimbursed, subject to approval and ratification by the Board of Directors, for reasonable      |    6.1. Compensation. Officers may receive reasonable compensation for their services
expenses incurred in connection with the affairs of the Corporation, including attendance at       |    and Officers and Directors may be reimbursed for reasonable expenses incurred in connection
meetings. The Board of Directors may determine the salaries or other compensation of Officers      |    with the affairs of the Organization, including attendance at meetings. The Board may determine
and of each employee or agent of the Corporation. No employee or agent of the Corporation          |    the salaries or other compensation of Officers and of each employee or agent of the
shall be prevented from receiving compensation for serving as such by reason of the fact that      |    Organization. No employee or agent of the Organization shall be prevented from receiving
he or she is an Officer. No member of the Board of Directors may be an employee of the             |    compensation for serving as such by reason of the fact that he is an Officer.
Corporation excepting the President of the Corporation, who may serve as a Board Member if         |    ARTICLE VII
elected to the position. As noted in Section 4.3, no employee of the Corporation other than the    |    ADVISORY COMMITTEE
President may serve as a member of the board of directors.                                         |    7.1. Advisory Committee. The Board may appoint from time to time any number of
Article 9 Board of Advisors                                                                        |    persons as advisors to the Organization, to act either singularly or as a committee or committee
9.1                                                                                                |    Each such advisor shall hold office at the pleasure of the Board, and shall have such authority
Powers. The Board of Directors may appoint from time to time any number of                         |    and obligations as the Board may from time to time determine. Such persons shall serve in an
persons as advisors to the Corporation, to act either singularly or as a committee or              |    honorary capacity and, except as the Board shall otherwise designate, shall in such capacity hav
committees. Each such advisor shall hold office during the pleasure of the Board, and              |    no right to notice of or to vote at any meeting, shall not be considered for purposes of
shall have such authority and obligations as the Board may from time to time determine.            |    establishing a quorum, and shall have no other rights or responsibilities.
                                                                                                   >    7.2. No Compensation. No such advisor of the Organization shall receive any salary,
                                                                                                   >    compensation or emolument for any service rendered to the Organization, except that the Board
                                                                                                   >    may authorize reimbursement of expenditures reasonably incurred on behalf of activities for the
                                                                                                   >    benefit of the Organization.
                                                                                                   >    ARTICLE VIII
                                                                                                   >    CUSTODIANS AND OTHER AGENTS
                                                                                                   >    8.1. Agents. The Board shall have power in its discretion, from time to time, (a) to
                                                                                                   >    employ a bank or trust company or brokerage firm as custodian of any funds or securities of the
                                                                                                   >    Organization and to delegate to such custodian such powers as it may deem appropriate,
                                                                                                   >    including the power to make payments from and execute checks drawn on the funds of the
                                                                                                   >    Organization; (b) to employ Clerks, accountants, legal counsel, investment counsel and any
                                                                                                   >    special services and to delegate the power to make investment changes on a discretionary basis;
                                                                                                   >    and (c) to pay compensation for any expenses of all such services in addition to the expenses of
                                                                                                   >    9
                                                                                                   >    37168875_6

^L9.2                                                                                              <
No Compensation. No such advisor of the Corporation shall receive any salary,                      <
compensation or emolument for any service rendered to the Corporation, except that the             <
Board of Directors may authorize reimbursement of expenditures reasonably incurred on              <
behalf of activities for the benefit of the Corporation.                                           <
Article 10 Sponsors, Benefactors, Contributors, Advisers and Friends of the Corporation            <
The Board of Directors may designate certain persons or groups of persons as sponsors,             <
benefactors, contributors, advisers or friends of the Corporation or such other title as they de   <
appropriate. Such persons shall serve in an honorary capacity and, except as the Board of          <
Directors shall otherwise designate, shall in such capacity have no right to notice of or to vot   <
any meeting, shall not be considered for purposes of establishing a quorum, and shall have no      <
other rights or responsibilities.                                                                  <
Article 11 Custodians and Other Agents                                                             <
Subject to the spending limit stipulated in Section 3.14, The Board of Directors shall have        <
power in its discretion, from time to time, (a) to employ a bank or trust company or brokerage     <
firm as custodian of any funds or securities of the Corporation and to delegate to such custodia   <
such powers as it may deem appropriate, including the power to make payments from and              <
execute checks drawn on the funds of the Corporation; (b) to employ Clerks, accountants, legal     <
counsel, investment counsel and any special services and to delegate the power to make             <
investment changes on a discretionary basis; and (c) to pay compensation for any expenses of       <
all such services in addition to the expenses of the Directors. Each such custodian, employee or   <
agent shall retain his or her authority at the pleasure of the Board of Directors.                 <
Article 12 Voting of Securities                                                                    <
Except as the Board of Directors may otherwise designate or require, the President may appoint     <
any person or persons, with or without power of substitution, to act as a proxy or attorney-in-f   <
for the Corporation at any meeting of stockholders of any other corporations, the securities of    <
which may be held by this Corporation.                                                             <
Article 13 Contracts, Checks, Funds & Investments                                                  <
13.1                                                                                               <
Contracts: Provided that the proper body has approved the matter (Members or                       <
Board as appropriate), The Board of Directors may authorize any officer or officers,               <
agent or agents of the Corporation, in addition to the officers so authorized by these             <
Bylaws, to enter into any contract or execute and deliver any instrument in the name of            <
and on behalf of the Corporation, and such authority may be general or confined to                 <
specific instances.                                                                                <
                                                                                                        ^L
^L13.2                                                                                             |    the Directors of the Board. Each such custodian, employee or agent shall retain his or her
Checks, Drafts, etc.: All checks, drafts, or orders for the payment of money,                      |    authority at the pleasure of the Board.
notes or other evidences of indebtedness issued in the name of the Corporation, shall be           |    ARTICLE IX
signed by such officer or officers, agent or agents of the Corporation and in such manner          |    CONTRACTS, CHECKS, FUNDS & INVESTMENTS
as shall from time to time be determined by resolution of the Board of Directors,                  |    9.1. Contracts. Provided that the proper body has approved the matter (Members or
otherwise such instruments shall be signed by the Treasurer, and countersigned by the              |    Board as appropriate), the Board may authorize any officer or officers, agent or agents of the
Chair or Vice-Chair of the Corporation. Any such instruments valued at $10,000 or more             |    Organization, in addition to the officers so authorized by these Bylaws, to enter into any contr
shall require the signature of at least two persons duly authorized by the Board of                |    or execute and deliver any instrument in the name of and on behalf of the Organization, and such
Directors to make such commitments on behalf of the corporation.                                   |    authority may be general or confined to specific instances.
13.3                                                                                               |    9.2. Checks, Drafts, etc. All checks, drafts, or orders for the payment of money, notes
Deposits: All funds of the Corporation shall be deposited from time to time to the                 |    or other evidences of indebtedness issued in the name of the Organization, shall be signed by
credit of the Corporation in such banks, trust companies, or other depositories as the             |    such officer or officers, agent or agents of the Organization and in such manner as shall from
Board of Directors may select.                                                                     |    time to time be determined by resolution of the Board; otherwise, such instruments shall be
13.4 Investments: Subject to the spending approval by Voting Members in Section                    |    signed by the Treasurer, and countersigned by the Chair or Vice-Chair of the Organization. Any
3.12, the funds of the Corporation may be retained in whole or in part in cash or be               |    such instruments valued at Ten Thousand dollars ($10,000) or more shall require the signature of
invested and reinvested form time to time in such property, real, personal or otherwise,           |    at least two persons duly authorized by the Board to make such commitments on behalf of the
including stocks, bonds or other securities, as the Board of Directors may deem                    |    Organization.
desirable.                                                                                         |    9.3. Deposits. All funds of the Organization shall be deposited from time to time to
Article 14 The Corporate Seal                                                                      |    the credit of the Organization in such banks, trust companies, or other depositories as the Boar
14.1 The Corporate seal shall be in a form determined from time to time by the Board of            |    may select.
Directors. Notwithstanding the foregoing, the Corporate Seal must be awesome.                      |    9.4. Investments. The funds of the Organization may be retained, in whole or in part,
?Traditional? (aka ?Lame,? ?Boring? and otherwise ?Lack-Luster?) seal shall not be                         |    in cash or be invested and reinvested form time to time in such property, real, personal or
accepted or used. They make us look bad.                                                           |    otherwise, including stocks, bonds or other securities, as the Board may deem desirable.
Article 15 Books and Records                                                                       |    ARTICLE X
15.1                                                                                               |    BOOKS AND RECORDS
Records: The Corporation shall keep correct and complete books and records of                      |    10.1. Records. The Organization shall keep correct and complete books and records of
account and shall also keep minutes of the proceedings of its Board of Directors and               |    account and shall also keep minutes of the proceedings of its Board and committees having any
committees having any of the authority of the Board of Directors.                                  |    of the authority of the Board. The records will reside with the President at the principal offic
15.2                                                                                               |    the corporation.
Public Inspection: The Corporation shall make available for public inspection all                  |    10.2. Public Inspection. The Organization shall make available for public inspection all
such of its records as required by state or federal statute or regulation.                              such of its records as required by state or federal statute or regulation.
Article 16 Fiscal Year                                                                             |    ARTICLE XI
16.1                                                                                               |    CONFLICT OF INTEREST
Fiscal Year: The fiscal year of the Corporation shall end on the 30th day of June                  |    11.1. Conflicts of Interest. The Board shall adopt a conflict of interest policy
each year, unless otherwise determined by the Board.                                               |    applicable to the Directors and officers, and to other employees and agents of the Organization
                                                                                                   >    the Board deems appropriate, which shall establish procedures for disclosure and resolution of
                                                                                                   >    potential conflicts of interest.

Article 17 Conflict of Interest                                                                    |    10
                                                                                                   >    37168875_6

^L17.1 Initial Disclosure: Each Director shall, prior to assuming his or her position and                  <
upon each re-election, disclose in writing to the President, Chair of the Board of                 <
Directors, the Chair of any committee on which he or she serves, and the Voting                    <
Membership, a list of all businesses or other organizations of which he or she is an               <
officer, member, owner or employee, or for which he or she acts as an agent, with which            <
the Corporation has, or might reasonably in the future enter into, a relationship or a             <
transaction in which the member would have conflicting interests.                                  <
17.2 Conflict of Interest: At such time, if any matter should come before the Board or             <
any committee thereof in such a way as to give rise to a conflict of interest, the affected        <
member shall make known the potential conflict and, if advisable, withdraw from the                <
meeting for so long as the matter shall continue under discussion, except to answer any            <
questions that might be asked of him or her. Should the matter be brought to Consensus             <
decision, the affected member shall not participate in the consensus. In the event that,           <
when advisable, he or she fails to withdraw voluntarily, the Chair shall require that he or        <
she remove himself or herself from the room during the discussion and Consensus on                 <
the matter.                                                                                        <
17.3                                                                                               <
Ongoing Disclosure: Notwithstanding the above, the affected member shall bring                     <
to the attention of the President, Chair of the Board, and Voting Membership any                   <
business transaction involving such a conflict of interest and, furthermore, comply with           <
the then current Conflict of Interest Policy, separately drafted from these Bylaws and             <
adopted by the Board.                                                                              <
Articles 18 Indemnification                                                                        <
18.1 Indemnity. The Corporation may, to the fullest extent now or hereafter permitted by           <
law indemnify any person made, or threatened to be made, a party to an action or a                 <
proceeding by reason of the fact that he or she, his or her testator or intestate was a            <
director, officer, employee or agent of the Corporation, against judgments, fines,                 <
amounts paid in settlement and reasonable expenses, including attorney's fees.                     <
The Corporation shall indemnify all present and former Officers and Directors against              <
any liability and any necessary expenses actually incurred in connection with the                  <
defense of any action, suit or proceeding in which they, or any of them, are made parties          <
or party by reason of being or having been Officers, except for willful misconduct in the          <
performance of his or her duties. If an Officer incurs liability as a result of following the      <
advice of legal counsel selected by the Board, that Officer shall likewise be indemnified.         <
The Corporation shall not be personally liable for any debt, liability or obligation of the        <
Corporation. All persons, corporations or other entities extending credit to, contracting          <
with, or having any claim against the Corporation may look only to the funds and                   <
property of the Corporation for the payment of any such contract or claim, or for the              <
payment of any debt, damages, judgment or decree, or of money that may otherwise                   <
become due or payable to them from the Corporation.                                                <
                                                                                                        ^L
^L18.2 Settlements. As to any matter disposed of by settlement by any such person,                 |    ARTICLE XII
pursuant to a consent decree or otherwise, no such indemnification either for the amount           |    INDEMNIFICATION
of such settlement or for any other expenses shall be provided unless such settlement              |    12.1. Indemnity. The Organization may, to the fullest extent now or hereafter permitted
shall be approved as in the best interests of the Corporation, after notice that it involves       |    by law, indemnify any person made, or threatened to be made, a party to an action or a
such indemnification, (i) by vote of a disinterested majority of the whole Board of                |    proceeding by reason of the fact that he or his testator or intestate was a Director, Officer,
Directors then in office, or (ii) by vote of a majority of the whole Board of Directors then       |    employee or agent of the Organization, against judgments, fines, amounts paid in settlement and
in office, but only if the Board of Directors shall have been furnished with an opinion of         |    reasonable expenses, including attorney's fees.
independent legal counsel to the effect that such settlement is in the best interests of the       |    The Organization shall indemnify all present and former Officers and Directors against
Corporation and that such person appears to have acted in good faith in the reasonable             |    any liability and any necessary expenses actually incurred in connection with the defense of any
belief that his or her action was in the best interests of the Corporation.                        |    action, suit or proceeding in which they, or any of them, are made parties or party by reason of
                                                                                                   >    being or having been Officers, except for willful misconduct in the performance of his or her
                                                                                                   >    duties. If an Officer incurs liability as a result of following the advice of legal counsel sele
                                                                                                   >    by the Board, that Officer shall likewise be indemnified.
                                                                                                   >    All persons, Organizations or other entities extending credit to, contracting with, or
                                                                                                   >    having any claim against the Organization may look only to the funds and property of the
                                                                                                   >    Organization for the payment of any such contract or claim, or for the payment of any debt,
                                                                                                   >    damages, judgment or decree, or of money that may otherwise become due or payable to them
                                                                                                   >    from the Organization.
                                                                                                   >    12.2. Settlements. As to any matter disposed of by settlement by any such person,
                                                                                                   >    pursuant to a consent decree or otherwise, no such indemnification either for the amount of such
                                                                                                   >    settlement or for any other expenses shall be provided unless such settlement shall be approved
                                                                                                   >    as in the best interests of the Organization, after notice that it involves such indemnification
                                                                                                   >    by vote of a disinterested majority of the whole Board then in office or (b) by vote of a majori
                                                                                                   >    of the whole Board then in office, but only if the Board shall have been furnished with an
                                                                                                   >    opinion of independent legal counsel to the effect that such settlement is in the best interests
                                                                                                   >    the Organization and that such person appears to have acted in good faith in the reasonable beli
                                                                                                   >    that his action was in the best interests of the Organization.
No such approval shall prevent the recovery from any such Officer or Director of any                    No such approval shall prevent the recovery from any such Officer or Director of any
amounts paid to such person or on his or her behalf as indemnification in accordance               |    amounts paid to such person or on his behalf as indemnification in accordance with the
with the preceding sentence if such person is subsequently adjudicated by a court of               |    preceding sentence if such person is subsequently adjudicated by a court of competent
competent jurisdiction not to have acted in good faith in the reasonable belief that his or        |    jurisdiction not to have acted in good faith in the reasonable belief that his or her action was
her action was in best interests of the Corporation.                                               |    best interests of the Organization.
18.3 Employees and Agents. By the same procedures set forth in the preceding                       |    12.3. Employees and Agents. By the same procedures set forth in the preceding
paragraphs, the Board of Directors may vote to extend indemnification provisions                   |    paragraphs of Article XII, the Board may vote to extend indemnification provisions substantially
substantially similar to those rights and subject to those limitations described above to          |    similar to those rights and subject to those limitations described above to employees or agents
employees or agents of the Corporation who are not Officers or Directors or to persons             |    the Organization who are not Officers or Directors or to persons serving at the Organization's
serving at the Corporation's request as either employees or agents of another                      |    request as either employees or agents of another organization or in a capacity with respect to a
organization or in a capacity with respect to any employee benefit plan.                           |    employee benefit plan.
18.4 Non-Waiver of Other Rights. The right or grant of indemnification hereby provided             |
shall not be exclusive of or affect any other rights to which any Officer, Director,               |    11
                                                                                                   >    37168875_6
                                                                                                   >
                                                                                                   >    ^L
                                                                                                   >    12.4. Non-Waiver of Other Rights. The right or grant of indemnification hereby
                                                                                                   >    provided shall not be exclusive of or affect any other rights to which any Officer, Director,
employee or agent may be entitled or which may lawfully be granted to such person.                      employee or agent may be entitled or which may lawfully be granted to such person.
Article 19 Non-Discrimination                                                                      |    ARTICLE XIII
The Corporation is committed to a policy of equal opportunity. The Corporation complies with       |    AMENDMENTS TO BYLAWS
applicable laws and regulations regarding employment and ensures that there will be no             |    13.1. Amendments. These Bylaws may be amended by a two-thirds (2/3) vote of total
discrimination on the basis of race, color, religion, gender, sexual orientation, national origi   |    votes casted by the Voting Members during the Voting Period, provided that the text of the
age, disability. ancestry or any other legally prohibited basis in its selection of Directors,     |    proposed amendments shall have been sent to all Voting Members in accordance with proper
Officers, employees or agents, applicants for employment, grant recipients or students. The        |    Notice provisions, with the call for the meeting at least ten (10) days in advance of such meeti
Board of Directors and all Officers and employees are required to implement this policy.           |    13.2. Periodic Review of Bylaws. These Bylaws shall be reviewed periodically for the
Article 20 Amendments to Bylaws                                                                    |    purpose of determining whether any amendments are necessary or appropriate in accordance
These Bylaws may be amended by a 2/3 vote of the Voting Members, provided that the text of         |    with procedures established by the Board of Directors.
the proposed amendments shall have been sent to all Voting Members in accordance with              |    ARTICLE XIV
proper Notice provisions, with the call for the meeting at least ten (10) days in advance of suc   |    INSURANCE
meeting.                                                                                           |    14.1. Insurance. By action of the Board, notwithstanding any interest of the Directors
Article 21 Miscellaneous Provisions                                                                |    in such action, the Organization may purchase and maintain insurance, in such amounts as the
                                                                                                   >    Board may from time to time deem appropriate, on behalf of any person who is or was an
                                                                                                   >    Officer, Director, employee or other agent of the Organization or who is or was serving at the
                                                                                                   >    request of the Organization as an Officer, Director, employee or other agent of another
                                                                                                   >    organization, or with respect to any employee benefit plan, against any liability incurred by su
                                                                                                   >    person in any such capacity, or arising out of his status as such, whether or not the Organizati
                                                                                                   >    would have the power to indemnify such person against such liability.

^L21.1 Insurance. By action of the Board of Directors, notwithstanding any interest of the         |    12
Directors in such action, the Corporation may purchase and maintain insurance, in such             |    37168875_6
amounts as the Board of Directors may from time to time deem appropriate, on behalf of             <
any person who is or was an Officer, Director, employee or other agent of the                      <
Corporation or who is or was serving at the request of the Corporation as an Officer,              <
Director, employee or other agent of another organization, or with respect to any                  <
employee benefit plan, against any liability incurred by such person in any such capacity,         <
or arising out of his or her status as such, whether or not the Corporation would have the         <
power to indemnify such person against such liability.                                             <
21.2 Waiver of Notice: Whenever any notice of time, place, purpose or any other matter,            <
including any special notice or form of notice, is required or permitted to be given to any        <
person by law or under the provisions of the Articles of Incorporation or Bylaws of this           <
Corporation, or of a resolution of the Directors, a written waiver of notice signed by the         <
person or person entitled to such notice, whether before or after the time required for            <
such notice, shall be equivalent to the giving of such notice. The Secretary shall cause           <
any such waiver to be filed with or entered upon the records of the Corporation or, in the         <
case of a waiver of notice of a meeting, the records of the meeting.                               <
21.3 Definitions. As used herein, the terms "Officer," "Director," "employee" and "agent"          <
include their respective executors, administrators and other legal representatives; an             <
"interested" person is one against whom the action, suit or other proceeding on the                <
same or similar grounds is then or had been pending or threatened; and a                           <
"disinterested" person is a person against whom no such action, suit or other proceeding           <
is then or had been pending or threatened.                                                         <
21.4 Interpretation. Any reference in these Bylaws to any gender or number shall not,              <
unless the context otherwise requires, affect the construction hereof and the same shall           <
be interchangeable with any other gender or number, as the case may be.                            <
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