Proposed Bylaws Snapshot 2005-07-14

Notes on Formatting and Edits

This is just to get the ball rolling. It seems like a first goal might be to make some obvious and uncontroversial changes. This is Jeff's attempt at that.

Then we can focus the discussion on more major changes.

• Jeff Kane's initial comments are in italics
• Jeff's Suggested Deletions are in Strikethrough
• Jeff's Suggested Additions are bold

Yet to do:

• Doublecheck the strikethroughs, italics, and bolds.
• Put in links to the RSA and Statutes.
• See if this first round of stuff seems within reason out in the community.
• Proceed on to issues like how the board is chosen and what it's makeup is.

RfS 18:51, 21 Jun 2005 (PDT)

ARTICLE I. Purpose

I think we should add section restating our name.. Also, some one mentioned that our name is Free Geek, Inc. so we should probably should add language such as our name is: Free Geek, Inc., here after referred to as “Free Geek”.

A. The Corporation is organized exclusively for charitable and educational purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code of 1986 and as the same may hereafter be amended (the "Code"), including the making of distributions directly in support of such purposes or the making of distributions to organizations that qualify as exempt organizations under Section 501(c)(3) of the Code. References to sections of the Code shall be construed to include corresponding sections of any future federal tax code.

B. The primary purpose(s) of the Corporation in furtherance of its charitable and educational purpose shall be to recycle technology and provide access to computers, the internet, education and job skills in exchange for community service.

REF RSA:

ARTICLE II. Membership

Section 1. Membership.

This Corporation shall have no members. It shall be governed and managed by a the Board of Directors (the "Board").

ARTICLE III. The Board of Directors

Section 1. Function.

The Board shall manage the business and affairs of the Corporation and shall exercise all the powers of the Corporation as provided by the law and the Articles of Incorporation, but subject to any restrictions imposed by the Act, the Articles of Incorporation, or these Bylaws. The Board may by resolution delegate to committees, including an Executive Committee of their own number, or to Officers of the Corporation, such powers and functions as they may designate from time to time.

Section 2. Number.

The Board shall consist of at least three (3) but not more than eleven (11) Directors. The exact number shall be fixed from time to time by resolution of the Board; provided, however, no decrease in the number of Directors shall have the effect of shortening the term of any incumbent Director.

We need to look at number and composition of board.

I’m suggesting a minimum of 5 people, and I prefer a regular number of 7 with the possibility of expansion up to 11. So wording might look like:

The Board shall regularly consist of 7 members and may have a maximum of 11 members. (of course the manner of election and so forth will further add clarity to this)

Section 3. Term.

A. The term of each member of the Board shall be three (3) two (2) years except for the initial term. A Director shall hold office for the time for which he or she is elected or until his or her successor is elected and qualified or until his or her resignation or removal.

B. The Board shall be divided into three (3) groups for the purpose of staggering the initial terms. One group shall consist of approximately three (3) of the Directors, (and) the second group shall consist of approximately three (3) of the Directors, and the last group shall consist of approximately three (3) of the Directors. At the initial meeting of the Board, the Directors shall, by lot, divide themselves into the groups described above. The Directors of the first group shall serve a term of one year; the Directors of the second group shall serve a term of two years; and the Directors of the third group shall serve a term of three years. Thereafter the members of each group shall serve three (3) years, with the term of each group of the Directors ending in each successive year. There shall be no limit on the number of terms which a Director may serve.

Staggering terms will require some new wording. Perhaps simply saying that each year one half, of the Board will be up for election.

C. All Directors shall serve at the pleasure of the Board.

The Board of Directors shall hold a meeting at least once each calendar year, or more often as necessary, for the purpose of electing the Directors and Officers of the Corporation and transacting such other business as may be properly brought before the meeting. The Board of Directors shall designate such date, time and place as it may choose for such meetings; provided, however, the annual meeting of the members shall be held no later than the last day of October of each calendar year.

I would delete all of category C and work in any important items elsewhere.

A new section C should outline the maximum number of terms the directors can serve…

Section 4. Election Procedure.

At each annual meeting of the Board, the successors to the Directors whose terms expire that year shall be elected.

Ok, here this is the major Re-Write area pursuant to election by the council…

Section 5. Annual Meeting.

The Board shall hold meetings at least once each calendar year, or more often as necessary. The Board shall, by its own resolution, designate such dates, times and places as it may choose for such meetings; provided, however, the annual meeting of the Board shall be held no later than the last day of October of each calendar year.

The idea of quarterly meetings have been raised. Question of how this should be codified..

Section 6. Special Meetings.

Special meetings of the Board may be called by the President and must be called by the President upon the written request of at least two Directors. Notice of a special meeting of the Board shall be mailed, hand-delivered or given verbally to each Director not less than 10 days prior to the meeting and no more than 60 days prior to the meeting. The notification shall include the date, time, place and agenda of the special meeting.

There are provisions in the act that govern the notice that must be given about meetings and special meetings.

Section 7. Waiver of Notice.

A Director may at any time waive any notice required by the Act, the Articles of Incorporation or these Bylaws. Except as otherwise provided herein, such waiver must be in writing, signed by the Director entitled to notice, specify the meeting for which notice is waived and be filed with the corporate records. A waiver of notice, whether before or after the time stated therein, shall be equivalent to the giving of such notice.

The attendance of a Director at a meeting shall constitute a waiver of notice of such meeting, except where a Director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened.

There are provisions in the act that govern waiver. Also need to take a look at email questions here.

- by JLB - The provisions in the act are the default rules. There are some situations where the by-laws can supercede the act, and others where the act supercedes the by-laws. I would suggest that you keep and possibly expand on notice rules where the board wants to make the notice more or less strict.

Section 8. Quorum and Voting.

A majority of the Directors in office immediately before the meeting begins shall constitute a quorum at any meeting. When a quorum is present, the vote of the majority of the Directors at such meeting shall be the act of the Board unless a greater vote is required by the Act, the Articles of Incorporation or these Bylaws.

Section 9. Presumption of Assent.

A Director of the Corporation who is present at a meeting of the Board at which action on any corporate matter is taken shall be presumed to have assented to the action taken, unless his dissent shall be entered in the minutes of the meeting. Such right to dissent shall not apply to a Director who voted in favor of such action.

Section 10. Removal or Resignation of Directors.

Any Director of the Corporation may resign from such position by delivering written notice of the resignation to the Board, its presiding Officer, the president or secretary, but such resignation shall be without prejudice to the contract rights, if any, of the Corporation. Any Director elected or appointed by the Board may be removed by the Board, with or without cause, by a vote of two-thirds of the Directors then in office, whenever in its judgment the best interests of the Corporation would be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed. The election or appointment of a Director shall not of itself create contract rights.

If the Board is now elected by the council, this needs to be re-written. Also, I would suggest that Board members can be removed for cause but not at the simple pleasure of either the council or Board.

Section 11. Vacancies.

In the event of a vacancy, the Board shall, by a majority vote, appoint an interim Director for the uncompleted term.

Need to consider the relation of this with the rewrite of Article III S4. Does the council fill vacancies or does the Board. I am personally fine with single vacancies being filled by the board for the balance of the term and then normal elections resuming by the council. Now, worst case scenario, what if the whole Board decides to resigned at the close of a meeting and appoints their replacements prior to the meeting closing and also directs for the re-filing of the articles changing the name from Free Geek to Free GREEKs?

Section 12. Compensation.

Directors shall not be compensated for their services as Directors. The Directors shall be reimbursed by the Corporation for necessary expenses incurred in the execution of their duties and responsibilities. The Board of Directors may establish an aggregate annual limit for reimbursement of expenses incurred in a Director's execution of their duties and responsibilities, and may disapprove, by a majority vote, of any specific reimbursement request submitted. No Director shall be liable to account to the Corporation for any profit realized by the Director from or through any transaction or contract of the Corporation; provided, however, in the case of any such contract or transaction requiring authorization by the Board, no Director who personally or through any firm or corporation is interested in such a contract or transaction shall be entitled to vote thereon, although such Director may be counted in determining whether a quorum is present at any meeting upon which ac tion thereon is taken; and such Director shall be responsible for disclosing to the Board his or her interest in any such contract or transaction.

Section 13. Action By Directors Without A Meeting.

Any action required to be taken at a meeting of the Directors of this Corporation, or any other action which may be taken at a meeting of the Directors, may be taken without a meeting if a consent in writing setting forth the actions so taken shall be signed by all the Directors entitled to vote with respect to the subject matter thereof. Such consent shall have the same effect and force as a unanimous vote of said Directors.

ARTICLE IV. Officers

Section 1. Officers.

The Officers of the Corporation shall be a President, a Secretary and a Treasurer. Each Officer shall be elected by the Board at its annual meeting from among the Directors. Each Officer shall serve for a term of 2 years. Officers shall assume their respective duties immediately upon election.

Section 2. Duties Of Officers.

A. President

- The President shall convene all meetings of the Board preside over all meetings of the Board and shall discharge such other duties as may be prescribed from time to time by the Board. The President shall designate the members and Officers of each standing committee and each other committee created by the Board from time to time. appoint members of the Board Committees in consultation with the board.

B. Secretary

- The Secretary shall keep or cause to be kept the minutes of the meetings of the Board and of any standing or temporary committees thereof; shall be responsible for the timely preparation and delivery of all notices to be given in accordance with the provisions of these Bylaws, the Articles of Incorporation or as required by the Act; shall be custodian of the corporate records and the seal of the Corporation (if any) and shall be responsible for authenticating the records of the Corporation as duly authorized or required by the Act; and shall perform such other duties as may be prescribed from time to time by the Board. C. Treasurer

- The Treasurer shall provide oversight over the financial affairs of Free Geek; shall be the legal custodian of all the corporate funds and securities; shall provide for the deposit of all funds in the name of the Corporation in such bank or banks as the Board shall by resolution specify; shall provide for the keeping of proper account books and perform such other duties as may be prescribed from time to time by the Board.

Right now it sounds like only the treasurer can do things like make deposits. I would suggest shifting the wording so the treasurer provides oversight of these functions, but that they can be delegated to others, of course with proper financial controls in place.

Section 3. Other Officers.

The Board may by resolution create such additional and special Officers as may be considered necessary or desirable in addition to those hereinabove described. The appointment, tenure, removal and succession of persons to hold such offices shall be as the Board shall provide.

Section 4. Compenstion and Expenses.

Unless otherwise established by the Board, no Officer shall be compensated for his or her services as an Officer. Expenses incurred in connection with performance of an Officer's official duties may be reimbursed upon approval of the Board.

Section 5. Resignation or Removal.

Any Officer of the Corporation may resign from such position by delivering written notice of the resignation to the Board, but such resignation shall be without prejudice to the contract rights, if any, of the Corporation. Any Officer or agent elected or appointed by the Board may be removed by the Board, with or without cause, when in its judgment the best interests of the Corporation would be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed. The election or appointment of an Officer or agent shall not of itself create contract rights.

Section 6. Vacancies.

Vacancies in any office caused by any reason shall be filled by the Board at any meeting by selecting a suitable and qualified person to act during the unexpired term.

ARTICLE V. Committies of the Board

Section 1. Committies of the Board of Directors.

A majority of the Board of Directors in office may create one or more committees of the Board of Directors. The Board of Directors may appoint Directors of the Board to serve on them or designate the method of selecting committee members. Each committee shall consist of at least one Director of the Board. The Board may appoint non-Board members to Committees of the Board who have specific experience in the committee’s area of responsibility. Committees of the Board of Directors report to the full Board of Directors and require Board consent of all actions unless specific authority has been delegated by the Board of Directors or the Bylaws to the Committee. two or more Directors of the Board. Such committees may exercise the authority of the Board subject to limitations imposed by the Act, the Articles of Incorporation or these Bylaws.

Section 2. Committies other than the Committies of the Board.

A. Committees other than Committees of the Board of Directors shall not exercise the authority of the Board of Directors unless explicitly given such authority by these bylaws or by direct resolution of the Board of Directors. The duties of such committees shall be as prescribed by these Bylaws or the Board of Directors. The Board shall have the power to dissolve such committees and may establish or dissolve additional committees unless these committees are defined by the bylaws.

B. Except as otherwise provided, committee members may, but need not be, Directors of the Board. The President may designate Directors of the Board as committee members. Each chair shall be appointed by the President and serve until his or her successor is appointed or until his or her resignation or removal. A chair may be removed by the President with the concurrence of the board.

Section 3. Ad Hoc Committies.

The President may establish or dissolve ad hoc committees and may appoint the chair of each ad hoc committee. The chair and ad hoc committee members need not be Directors of the Board.

Section 4. Action by Committies.

Except as otherwise provided in this Article , the provisions in Article III of these Bylaws governing meetings, action without meetings, notice and waiver of notice and quorum and voting requirements of the Board of Directors apply to the committees.

ARTICLE VI. Right of Participation

No person shall be denied the services or facilities of this organization or be excluded from participation or service herein because of race, age, color, sex, creed, religion, handicap, or national origin, and discrimination of any kind in respect hereof is expressly prohibited.

What about non-discrimination based on sexual orientation, and gender identification

ARTICLE VII. Depositories, Signatures and Seal

Section 1. Depositories.

All funds of the Corporation shall be deposited in the name of the Corporation in such bank, banks or other financial institutions as the Board may from time to time designate and shall be drawn on checks, drafts or other orders signed on behalf of the Corporation by the Treasurer and/or such other person or persons as the Board may from time to time designate.

Section 2. Depositories.

All contracts, deeds and other instruments shall be signed on behalf of the Corporation by the President or by such other Officer or agent as the Board may from time to time designate.

Section 3. Seal.

The Corporation shall have no seal.

Section 4. Borrowing.

Notwithstanding any other provision in these Bylaws, no Officer or agent of this Corporation shall have authority to borrow any funds on behalf of the Corporation, or to hypothecate any assets thereof, for corporate purposes or otherwise, except as expressly stated in a resolution approved by a majority of Directors, duly entered in the minutes of the Board. No loans shall be made by the Corporation to any Director or Officer.

Section 5. Gifts.

The Board may accept on behalf of the Corporation any contribution, gift, bequest or devise for the general purpose of the Corporation, and any such contribution, gift, bequest, or devise is subject to the Board's acceptance.

Wording about only accepting gifts that are in keeping with our 501c3 Status may be added.

ARTICLE VIII. Amendments

These Bylaws may be amended by a majority vote of the Board then in office at any regular or special meeting of the Board provided the notice given for such meeting indicates that such amendments will be considered with written notice given to the council at least 3 weeks in advance of any such meeting of the Board of Directors where the amendment will be considered.

ARTICLE IX. Indemnification

Section 1. Directors and Officers.

Pursuant to ORS 65.387 to 65.414, the Corporation shall indemnify, to the fullest extent provided in the Act, any Director or Officer who was or is a Party or is threatened to be made a Party to any Proceeding (other than an action by or in the right of the Corporation) by reason of or arising from the fact that such person is or was a Director or Officer of the Corporation. The determination and authorization of indemnification shall be made as provided in the Act.

Section 2. Advance of Expenses.

The Corporation may pay for or reimburse the reasonable Expenses incurred by a Director or Officer who is a Party to a Proceeding in advance of final disposition of the Proceeding as provided in the Act.

Section 3. Insurance.

At the discretion of the Board, the Corporation may purchase and maintain insurance on behalf of any person who is or was a Director or Officer of the Corporation against any Liability asserted against such person and incurred by such person in any such capacity, or arising out of such person's status as such, whether or not the Corporation would have the power to indemnify such person against such Liability under the provisions of this Article.

Section 4. Purpose and Exclusivity.

The indemnification referred to in the various sections of this Article shall be deemed to be in addition to and not in lieu of any other rights to which those indemnified may be entitled under any statute, rule of law or equity, provision of the Articles of Incorporation, agreement, vote of the Board or otherwise.

Section 5. Definitions.

The terms used in this Article shall have the same meanings given them in ORS 65.387 to 65.414.

ARTICLE X. Indentification

I hereby certify that I am the Secretary of the first Directors' meeting of Free Geek, Inc. and that the foregoing Bylaws in nine typewritten pages numbered consecutively from 1 to 9 were and are the Bylaws adopted by the Directors of the Corporation effective June 27, 2000.

Kenneth A. McGair, Secretary