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ARTICLE I. NAME
ARTICLE II. PURPOSE
ARTICLE III. OFFICES
ARTICLE IV. MEMBERS
ARTICLE V. DIRECTORS
ARTICLE VI. OFFICERS
ARTICLE VII PERSONAL LIABILITY OF OFFICERS
AND DIRECTORS
ARTICLE VIII. CORPORATE RECORDS, REPORTS,
AND SEAL
DBA FACTS-A New Hampshire Nonprofit Public Benefit
Corporation
Section 1.01. Name.
The name of this Corporation shall be THE CARAPACE
INSTITUTE, INC.
Section 2.01. Objects. The objects for which this Corporation
is established are:
(a) The Carapace Institute is organized and will be
operated exclusively for charitable and educational
purposes within the meaning of Section 501 (c) (3) of
the Internal Revenue Code.
(b) No part of the net earnings of the Corporation
shall inure to the benefit of, or be distributable to
its executive board, officers, or other private persons,
except that the Corporation shall be authorized and
empowered to make payments and distributions in furtherance
of the purpose set forth in Article 11 hereof 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
and distribution of statements) any political campaign
on behalf of or in opposition to any candidate for public
office. Notwithstanding any provision of the Articles
of Agreement or these Bylaws, the Corporation shall
not carry on any other activities not permitted to be
carried on by (1) a corporation exempt from federal
income tax under Section 501 (c) (3) of the Internal
Revenue Code or (2) a corporation, contributions to
which are deductible under Section 170 (c) (2) of the
Internal Revenue Code or corresponding section of any
future federal tax code.
(c) This Corporation is organized exclusively for charitable
and educational purposes, including, for such purposes,
the making of distributions to organizations that qualify
as exempt organizations under Section 501 (c) (3) of
the Internal Revenue Code or corresponding section of
any future tax code.
Section 3.01. Principal Office. The Corporation shall
have its principal office at 521-D Market St., Eugene,
OR 97402.
Section 3.02. Change of Address. The Board of Directors
is hereby granted full power and authority to change
the principal office of the Corporation from one location
to any other. Any such change shall be noted by the
Secretary in these Bylaws, but shall not be considered
an amendment of these Bylaws.
. The Corporation shall have no members other than
the Directors.
Section 4.02. Effective Prohibition. Any action which
would otherwise require approval by a majority of all
members or approval by the members shall require only
approval of the Board of Directors. All rights which
would otherwise vest under the Nonprofit Public Benefit
laws of the State of New Hampshire in the members shall
vest in the Directors.
Section 5.01. Number. The Corporation shall have five
(5) Directors. Collectively, the Directors shall be
known as the Board of Directors.
Section 5.02. Qualifications. The Directors of the
Corporation shall be over the age of eighteen (18).
Section 5.03. Restriction on Interested Persons as
Directors.
No more than forty-nine percent (49%) of the persons
serving on the Board may be interested persons. An "interested
person" is (a) any person compensated by the Corporation
for services rendered to it within the previous twelve
(12) months whether as a full-time or part-time employee,
independent contractor, or otherwise, excluding any
reasonable compensation paid to a Director as director;
and (b) any brother, sister, ancestor, descendent, spouse,
brother-in-law, sister-in-law, son-in-law, daughter-in-law,
mother-in-law, or father-in-law of such person. However,
any violation of the provisions of this Section shall
not affect the validity or enforceability of any transaction
entered into by the Corporation.
Section 5.04. Conflicts of Interest.
(a) Duty to Disclose and Voting Requirements. Any possible
conflict of interest on the part of any officer or director
of the Corporation shall be disclosed in writing to
the board and made a matter of record through an annual
procedure, and also when the interest involves a specific
issue or transaction before the board. Where the transaction
involving a director or officer exceeds five hundred
dollars ($500) but is less than five thousand dollars
($5,000) in a fiscal year, a two-thirds (2/3) vote approving
the transaction shall be required. Where the transaction
exceeds five thousand dollars ($5,000) in a fiscal year,
then a two-thirds (2/3) vote approving the transaction
and publication of a legal notice in a local newspaper
of general circulation shall be required, together with
written notice to the Director of Charitable Trust,
Attorney General's Office. The minutes of the meeting
shall reflect that a disclosure was made; that the interested
officer or director and all other officer and directors
with a pecuniary transaction with tile corporation during
the fiscal year were absent during both the discussion
and the voting on the transaction; and the actual vote
itself. Every new officer or director shall be advised
of this provision upon assuming the duties of his or
her office, and shall sign a statement acknowledging
understanding of and agreement to this provision.
(b) Other Statutory Requirements. The board shall comply
with all requirements of New Hampshire laws dealing
with pecuniary benefit transactions (RSA 7:19, 11 and
292:6 a), and all such law are incorporated in full
and made part of this provision. These requirements
include, but are not limited to, (i) absolute prohibition
on any loans to any officer or director; and (ii) prohibition
of any sale or lease (for a term greater than five years)
or conveyance of real estate from an officer or director
with the prior approval of the probate court. These
requirements extend to both direct and indirect financial
interests, as defined by the referenced laws.
Section 5.05. Term of Office.
Each Director shall hold office for a term of six (6)
years
Section 5.06. Nomination.
Any person qualified to be a Director under these Bylaws
may be nominated by the method of nomination authorized
by the Board or by any other method authorized by law.
Section 5.07. Election.
The Directors shall be elected at the regular meeting
of the Board of Directors as prescribed in Section 5.09
of these Bylaws or by unanimous written consent as prescribed
in Section 5.09 of these Bylaws. The candidates receiving
the highest number of votes up to the number of Directors
to be elected are elected. Directors shall be eligible
for re-election without limitation on the number of
terms they may serve provided they meet tile qualifications
required by these Bylaws.
Section 5.08. Compensation.
The Directors shall serve without compensation except
that they shall be allowed and paid their actual and
necessary expenses incurred in attending meetings of
the Board.
Section 5.09. Meetings.
(a) Meetings of the Board may be called the President
or any Vice-President or the Secretary or any two (2)
Directors.
(b) All meetings of the Board shall be held at the
principal office of the Corporation as specified in
these Bylaws or as changed from time to time as provided
in these Bylaws.
(c) Regular meetings of the Board of Directors shall
be held on such date and at such place as the Members
of the Board shall fix. If any day fixed for the regular
meetings of the Board of Directors falls on a legal
holiday, the meeting scheduled for that day shall be
held at the same hour on the next succeeding day which
is not a legal holiday.
(d) Special meetings of the Board may be called by
the President or any Vice-President or the Secretary
or any two (2) Directors. Special meetings shall be
held on four (4) days notice by first class mail, postage
prepaid, or on forty-eight (48) hours notice delivered
personally or by telephone or by electronic transmission.
Notice of the special meeting need not be given to any
Director who signs a waiver of notice or a written consent
to holding the meeting or an approval of the minutes
thereof, whether before or after the meeting, or who
attends the meeting without protesting, prior thereto
or at its commencement the lack of such notice to such
Director. All such waivers, consents, and approvals
shall be filed with the corporate records or made a
part of the minutes of the meetings,
(e) A majority of the authorized number of Directors
constitutes a quorum of the Board of Directors for the
transaction of business, except as hereinafter provided.
(f) Except as otherwise provided in Articles, in these
Bylaws, or by law, every act or decision done or made
by a majority of the Directors present at a meeting
duly held at which a quorum is present shall be the
act of the Board of Directors, provided, however, that
any meeting at which a quorum was initially present
may continue to transact business notwithstanding the
withdrawal of Directors, if any action taken shall be
approved by at least a majority of the required quorum
for such meeting, or such greater number as is required
by law, the Articles, or these Bylaws.
(g) The President or, in his or her absence, any Director
selected by the Directors present shall preside at meetings
of the Board of Directors. The Secretary of the Corporation
or, in the Secretary's absence, any person appointed
by the presiding officer shall act as Secretary of the
Board. Members of the Board of Directors may participate
in a meeting through use of conference telephone or
similar communications equipment, so long as all members
participating in such meeting can hear one another.
Such participation shall constitute personal presence
at the meeting.
(h) A majority of the Directors present, whether or
not a quorum is present, may adjourn any meeting to
another time and place. If the meeting is adjourned
for more than twenty-four (24) hours, notice of the
adjournment to another time or place shall be given
prior to the time of the adjourned meeting to the Directors
who were not present at the time of the adjournment.
(i) The duly elected and acting President of the Corporation
shall serve as the Chairman of the Board of Directors,
whether or not he or she is then a Director. As such,
the Chairman of the Board, if not a Director, can attend
and participate in discussions at regular and special
meetings of the Board of Directors, but shall have no
vote nor be counted in determining the existence of
a quorum.
Section 5.10. Action Without Meeting.
Any action required or permitted to be taken by the
Board of Directors may be taken without a meeting, if
all members of the Board of Directors individually or
collectively consent in writing to such action. Such
written consent or consents shall be filed with the
minutes of the proceedings of the Board of Directors.
Such action by written consent shall have the same force
and effect as the unanimous vote of such Directors.
Section 5.11. Removal of Directors.
The Board of Directors may declare vacant the office
of a Director on the occurrence of any of the following
events:
(1) The Director has been declared of unsound mind
by a final order of court; or
(2) The Director has been convicted of a felony; or
(3) The Director has failed to attend three (3) consecutive
meetings of the Board.
Section 5.12. Resignation of Director.
Any Director may resign effective on giving written
notice to the President, the Secretary, or the Board
of Directors of the Corporation, unless the notice specifies
a later time for the effectiveness of such resignation.
If the resignation is effective at a future time, a
successor may be elected to take office when the resignation
becomes effective. A Director shall not resign where
the Corporation would then be left without a duly elected
Director or Directors in charge of its affairs.
Section 5.13. Vacancies in the Board.
(a) Vacancies on the Board of Directors shall exist
on the death, resignation, or removal of any Director;
whenever the number of Directors authorized is increased;
and on the failure of the members in any election to
elect the full member of Directors authorized.
(b) Except for a vacancy created by the removal of
a Director pursuant to Section 3.10 of these Bylaws,
vacancies on the Board of Directors may be filled by
approval of the Board of Directors, or, if the number
of Directors then in office is less than a quorum, by
(1) the unanimous written consent of the Directors then
in office, (2) the affirmative vote of a majority of
the Directors then in office at a meeting held pursuant
to notice or waivers of notice as provided in Section
5.09 (d) of these Bylaws, or (3) a sole remaining Director.
Section 6.01. Number and Titles.
The officers of the Corporation shall be a President,
a Vice-President, a Secretary, a Treasurer, and such
other officers with such titles and duties as shall
be determined by the Board and as may be necessary to
enable it to sign instruments. The President is the
general manager and chief executive officer of the Corporation.
Any number of offices may be held by the same person,
except that neither the Secretary nor the Treasurer
shall serve concurrently as the President.
Section 6.02. Appointment.
The officers of the Corporation shall be chosen by
and shall serve at the pleasure of the Board of Directors,
subject to the rights, if any, of an officer under any
contract of employment.
Section 6.03. Duties of Officers.
(a) President. The President shall be the general manager
and chief executive officer of the Corporation and shall,
subject to the control of the Board of Directors, have
supervision, direction, and control of the Board of
Directors, have supervision, direction, and control
of the business and affairs of the Corporation. Such
officer shall preside at all meetings of the Board of
Directors. Such officer shall perform all duties incident
to the office of President and such other duties as
may be required by law, by the Articles of Incorporation
of the Corporation, or by these Bylaws, or which may
be prescribed from time to time by the Board of Directors.
The President is hereby authorized to exercise any right
to vote or execute a proxy to vote shares of stock of,
any bonds, debentures, or other evidences of indebtedness
of, any other corporation or corporations owned or possessed
by the Corporation.
(b) Vice-President. In the absence of the President,
or in the event of his inability or refusal to act,
the Vice-President shall perform all the duties of the
President, and when so acting shall have all the powers
of, and be subject to all the restrictions on, the President.
The Vice-President shall have such other powers and
perform such other duties as may be prescribed by law,
by the Articles of Incorporation, or by these Bylaws,
or as may be prescribed by the Board of Directors.
(c) Secretary. The Secretary shall keep or cause to
be kept at the principal office of the Corporation,
or such other place as the Board of Directors may order,
a book of minutes of all meetings of the Board of Directors.
The Secretary shall perform such other and further duties
as may be required by law or as may be prescribed or
required from time to time by the Board of Directors.
(d) Treasurer (Chief Financial Officer). The Treasurer
of the Corporation shall keep and maintain In written
form adequate and correct books and records of account
of the properties and business transactions of the Corporation,
including accounts of its assets, liabilities, receipts,
disbursements, gains, and losses. The books and records
of account shall at all times be open to inspection
by any Director of the Corporation. The Treasurer shall
deposit all moneys and other valuables in the name of
and to the credit of the Corporation with such depositories
as may be designated by the Board of Directors. The
Treasurer shall disburse the funds of the Corporation
as ordered by the Board of Directors, and shall render
to the President and the Directors, on request, an account
of all such officer's transaction as Treasurer, and
of the financial condition of the Corporation. The Treasurer
shall perform such other and further duties as may be
required by law or as may be prescribed or required
from time to time by the Board of Directors or these
Bylaws.
Section 6.04. Resignation and Removal of Officers.
Any officer may resign at any time on written notice
to the Corporation without prejudice to the rights,
if any, of the Corporation under any contract to which
the officer is a party. Officers may be removed with
or without cause at any meeting of the Board of Directors
by the affirmative vote of a majority of all of the
Directors.
Section 7.01. Indemnification.
No Officer or Director of this Corporation shall be
subject to personal liability in connection with any
of its undertakings. The Corporation shall indemnify
each and every such Officer and Director of the Corporation
for any reasonable costs or expenses incurred by an
Officer or Director in defense of claims of any kind
in which personal liability is alleged, except for acts
born of such person's willful misconduct or gross negligence.
Section 8.01. Keeping Records.
The Corporation shall keep adequate and correct records
of account and minutes of the proceedings of the Board,
and committees of the Board. The minutes shall be kept
in written form. Other books and records shall be kept
in either written form or in any other form capable
of being converted into written form.
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