Draft of proposed By-Laws

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SECTION 1. MEMBERSHIP - General. Membership is open to any person who shares in the pursuit of intellectual or scientific knowledge consistent with the mission of this entity, without regard to gender, race, color, creed, or religious preference, and who is at least eighteen (18) years of age, and who ascribes to the goals and objectives of this organization. Persons proposed for, or applying for MEMBERSHIP in any class, will submit an application for the review, consideration and action of the Membership Committee by vote, at a scheduled meeting, or at a special meeting called for that purpose.

SECTION 2. CLASSES OF MEMBERSHIP. General Members - must pay periodic dues, as established by the Board of Directors; are entitled to full voting rights at Annual or other meetings of the Membership; may hold office as a member of the Board of Directors; and may serve as a corporate officer, upon designation by the Board of Directors. Membership may be terminated upon the recommendation of the Membership Committee, pursuant to a due process hearing, affording complainants and defendant/member ample opportunity to be heard, as the circumstances and good judgment may require; and Membership shall be deemed to have terminated voluntarily by the failure of any member to pay established dues on a timely basis. General Members - may include several 'status' labels, or groupings, including 'Founding Member', 'Explorer', 'Settler', 'Life' Member (i.e., one who has 'paid up for life' of a predetermined dues amount) and a category for 'Sponsor' members.

Sponsor Member - would enable a corporation, foundation, other institution such as a college or university, or other not-for-profit entity to be recognized by name, and to appoint one or more of its officers or other designees to membership, on behalf of, or representing the named entity, as a General Member, as established by resolutions properly adopted by the Board of Directors. A named designee, as a General Member, would enjoy the same standing as others regarding voting rights and eligibility for election to the Board of Directors, or appointment by said Board to a Committee or to serve as an officer of the OPENLUNA FOUNDATION.

Founding Member - shall include those persons who have contributed time, money or expertise for the pre-formative period from January 1, 2008, through and including the adoption of these By-Laws, to be effective on the ___ day of June, 2009, according to the list of named Founders, attached hereto as Exhibit A, and incorporated herein by this reference. Founding Members, or 'Founders' shall become General Members upon payment of initial dues, as established by the Board of Directors and upon satisfying such other requirements as are noted above.

Patron, Explorer and Settler Members - shall be included as General Members upon satisfying the 'status' requirements, including level of contributions of funds, property or other values, as defined and to be deemed appropriate by the Board of Directors, by specific resolutions of said Board, when and as such measures are properly adopted. Upon acceptance, such Members shall be afforded all of the privileges and responsibilities of General Members, as noted above.

Student Member - available to high school or college students; not required to pay annual dues; ascribes to the purposes of the Foundation; may apply for General Membership upon attaining the age of majority as defined by laws of the State or other jurisdiction of the student's residence or domicile and payment of annual dues; may remain in a non-dues paying 'Student Member' status through college before being called upon to join 'General Members' class. Conditions regarding Student Member status, initiation fee or reduced Dues, Voting rights, and eligibility to serve by Board appointment on Committees shall be as determined and set forth by properly adopted Resolutions of the Board of Directors.

SECTION 3. MEMBERSHIP COMMITTEE. The Membership Committee shall initially be comprised of the Board of Directors, until such time as said Board, by specific resolutions, may establish a separate Membership Committee, and may appoint Officers and General Members to serve and to fulfill the purposes and objectives of such Committee. The Membership Committee shall have responsibility to establish Member Application and Review procedures, to recommend acceptance or denial of all applicants, and to develop and implement procedures, by published resolution, to conduct due process hearings regarding termination of Members for cause, and for other disciplinary purposes, as conditions, or complaints may warrant.

'Due process' shall be based on common law concepts of 'Notice'- a written statement of the nature of any complaint or offense, alleged against any Member, with 'Grace' - a stated time within or by which to answer or respond to said allegation, to be followed by an opportunity to be heard, to present evidence, to examine or cross-examine said evidence, at a hearing conducted by the Committee at a time and place mutually agreed to by the parties in opposition, and by the Membership Committee (en banc, or by a Hearings Officer thereof, to be designated for that purpose, on a case by case basis).

Recommendations by the Membership Committee to the Board of Directors, or actions taken by the Board of Directors under this Section 3 may be appealed to the General Membership by a written request of either party in issue, to be reviewed at a regularly scheduled meeting, or at a Special Meeting of the Membership called for that purpose. An Appeals processing fee, to cover postage, copying and related administrative expenses of the required Notice of Appeal, in an amount to be established by resolution of the Board, shall be deposited with the Corporate Secretary at the time of filing said Notice of Appeal.

SECTION 4. MEMBER DUES. The Board of Directors shall, by a properly adopted resolution at a regularly scheduled meeting, establish and provide for such annual membership dues as it may deem appropriate or necessary for the conduct of the affairs of the FOUNDATION. Absent such resolution, the General Member annual dues shall be $_______, and shall become due and payable in full within 30 days of a Notice providing for said Annual Member Dues. The Board, by resolution, may provide for quarterly installment payments, to be included in said Annual Notice to the Members. Such Annual Dues shall be deemed delinquent and shall cause a suspension of voting and other rights upon the passing of sixty (60) days after the 'Due Date' for a Member's Annual Dues, until such time as the Member's Annual Dues are brought current.

SECTION 5. OTHER MATTERS. The Board of Directors, on behalf of the FOUNDATION, may from time to time solicit voluntary contributions from Members, or from the public at large. Each current General Member (dues paid) shall be entitled to one (1) vote on each matter submitted to a vote of the Members. A record of the names, addresses and E-mail addresses of the Members entitled to vote on each or any matter shall be kept at the registered or principal office of the Corporation located in Colorado state.


SECTION 1. DIRECTORS. The property and business affairs of the Foundation shall be managed by a Board of Directors, [also known as 'the Board', herein]. The Board shall be composed of a minimum of three General Members in good standing of the Foundation, and who shall be elected at the Annual Meeting of the Members. Said Board shall consist of not less than three (3) Members (in accordance with Colorado law) nor more than nine (9) members, except that the upper limit may be expanded by a Resolution of Amendment, at the Annual, or a Special Meeting of the General Members.

SECTION 2. ATTENDANCE. If any member of the Board shall fail to attend three successive meetings of the Board, unless for reasons acceptable to the other members of said Board, the office held by such Director may be declared vacated by resolution adopted by a majority of the other members of the Board, even though less than a quorum. Any member of the Board of Directors may resign at any time by sending a written notice of such resignation to the Secretary of the Foundation. Such resignation shall take effect upon receipt thereof by the Secretary.

SECTION 3. VACANCIES. In the event of a vacancy on the Board of Directors, including vacancies resulting from an increase in the number of members of the Board between annual meetings of the Members, the Board shall fill such vacancy or vacancies by electing a member of the Foundation to serve the balance of the unexpired term by the affirmative votes of a majority of the remaining Directors, even though less than a quorum.

SECTION 4. POWERS. In addition to the powers granted by the laws of the State of Colorado, the Certificate of Incorporation, and these By-Laws, the Board may exercise all such powers and do all such lawful acts and things as are not prohibited by statute, by the Certificate of Incorporation or by these By-Laws.

SECTION 5. OFFICERS. The Officers of the Foundation shall be a President, a Vice President, a Secretary and a Treasurer. These officers shall be elected annually at the first Meeting of the Board of Directors held following the Annual Meeting of the Members. Any of the officers may succeed himself/herself in office. The Board may elect or appoint a general manager, one or more Assistant Secretaries, one or more Assistant Treasurers, and such other Officers and Agents as it may deem necessary or appropriate, who shall hold such office at the pleasure of the Board.

SECTION 6. OFFICER VACANCIES. In the event of the absence or inability of any officer to act, the Board may delegate the powers and duties of such officer to any other officer, director or person whom it may select. In the event of a vacancy in any such office, the Board shall elect or appoint someone to fill such vacancy and to serve the balance of the Officer's unexpired term.

SECTION 7. COMMITTEES. The Board of Directors, by a properly adopted resolution, may designate and appoint three (3) or more Directors to constitute an EXECUTIVE COMMITTEE, which to the extent provided in such resolution, shall have and may exercise all of the authority of the Board in the management of the Foundation, except as may otherwise be prohibited by law. The Board, by a properly adopted resolution, may designate and appoint such committees other than the EXECUTIVE COMMITTEE, including a Membership Committee, or such other standing or interim special purpose committees as it may from time to time deem necessary and appropriate.


SECTION 1. GENERAL. The President, at least thirty (30) days prior to the date of each Annual Meeting of the Members, shall, subject to approval of the Board of Directors, appoint a Nominating Committee of three members in good standing, to propose nominations of members for the Board of Directors in writing, and to deliver such nominations to the Secretary of the Foundation, which nominations shall be included in the Notice and Call for the Annual Meeting. Additionally, nominations of members to the Board of Directors may be made at the Annual Meeting by any Member. All such nominations shall be voted upon at the Annual Meeting of the membership. Robert's Rules of Order shall apply to, and be followed as parliamentary procedure, at all meetings of the Foundation.

SECTION 2. DIRECTORS. Annually, at the first meeting of the Board of Directors, to be held immediately following the Annual Meeting of the Members, the Board shall elect such Officers as may be provided by these By-Laws, which officers, except for a general manager, shall be Members in good standing of the Foundation. In the absence of designation of powers and duties by the Board of Directors or these By-Laws, the Officers, Committees or Agents of the Foundation shall have such powers and duties as generally pertain to their respective offices.

SECTION 3. VOTING. All voting at Meetings of the Members or of the Board of Directors shall be by voice vote unless otherwise provided. Any Member may vote by proxy at a Meeting of the Members provided such proxy is executed in writing and registered with the Corporate Secretary at least one (1) day prior to the date of such Meeting. Each Director shall be entitled to one (1) vote on each matter submitted to a vote of the Directors.

SECTION 4. FIDUCIARY. Any Officer or employee of the FOUNDATION, charged with the duties and responsibilities of receiving, disbursing, handling or in any way connected with the funds of this FOUNDATION shall fully account for all monies and securities which may be entrusted to his or her control and administration.

SECTION 5. INDEMNIFICATION. The Foundation shall indemnify each or any Officer or Director, or any former Officer or Director, and his or her heirs and personal representatives, against expenses actually and reasonably incurred by him or her in connection with the defense of any action, suit or other proceeding, civil or criminal, to which he or she may be made a party by reason of his or her being or having been such a Director or Officer of the Foundation, except in relation to matters as to which he or she may be finally adjudged in such action, suit or other proceeding to be liable for negligence or misconduct in the performance of duties to or for the Foundation. In the event of a settlement, indemnification shall be provided only in connection with such matters covered by the settlement as to which the Foundation is advised by counsel that the person being so indemnified did not commit such a breach of duty. The foregoing right of indemnification shall not be exclusive of other rights or remedies to which he or she may be entitled.


SECTION 1. GENERAL. An Annual Meeting of the General Members of the Foundation shall be held within sixty (60) days before or after the end of the fiscal year, at such time and place as the Board of Directors may determine. Special Meetings of the General Members may be called by the President upon the approval of the Board, or by the Board of Directors, or by one-tenth (10%) of the Members in good standing and entitled to vote at such meeting. Such meetings shall be held at such time and place as the Board, by a prior Notice and Call therefore, may determine.

SECTION 2. BOARD MEETINGS. Meetings of the Board of Directors may be called by the President or by any three (3) members of the Board. Such meetings shall be held at such time and place as may be designated in the Notice of such meeting. At least four (4) regular meetings of the Board shall be held during each fiscal year of the Foundation.

SECTION 3. BOARD ACTIONS. Any Action required to be, or which may be taken at a Meeting of the Board may be taken without a Meeting if a consent to the Notice and Call, in writing, setting forth the Action so taken, is signed by all of the Board Members entitled to vote with respect to the subject matter thereof, and providing that a majority, necessary to constitute a quorum of the Board did, or had participated in discussions or other communications incident to their consent to such Call, and subsequent ratification thereof. Such consents shall have the same force and effect as a unanimous vote of the Board of Directors.

SECTION 4. NOTICES. Notice of any Meeting of the General Members shall be in writing, shall state the place, day and hour of the Meeting, and in the case of a Special Meeting shall state the purposes of said Meeting, and shall be delivered not less than five (5) nor more than fifty (50) days before the date of such Meeting, either personally, by mail, or by E-mail, or at the direction of the President, the Secretary, or the officers or persons calling the Meeting, to each Member entitled to vote at that Meeting. If mailed, such Notice shall be deemed delivered when deposited in the United States mail addressed to the Member at his or her address as it appears on the records of the Foundation, with postage thereon prepaid.

SECTION 5. BOARD NOTICES. Notice of any meeting of the Board of Directors shall either be in writing, mailed by regular mail, to such Director's address at least five (5) days before such Meeting, or may be in person, or by telephone or E-Mail at least twenty-four (24) hours before such Meeting. Any Director may waive in writing any Notice required to be given to said Director under these By-Laws, whether before or after the time stated in said Notice.

SECTION 6. QUORUM. One-tenth (10%) of the Members entitled to vote at any Meeting of the Membership of the Foundation shall constitute a Quorum. One-third (1/3) but not less than three (3) of the number of Directors fixed by these By-Laws (or as may be properly amended) shall constitute a Quorum for the conduct of Meetings of the Board.

SECTION 7. MAJORITY. All binding actions of the Members of the Foundation or of the Board of Directors, unless otherwise provided by these By-Laws or by Law, shall be by a majority vote of the Members entitled to vote thereon, either in person or by proxy, or by a majority vote of the Directors, present in person at a Meeting at which a Quorum is present. Roberts Rules of Order shall determine all procedures of Meetings unless the same shall be in conflict with provisions of these By-Laws or suspended or modified by a majority vote of those present. All meetings of the Membership and of the Board shall be open to any Member in good standing and to the general public.


SECTION 1. FISCAL YEAR; REPORTS. The fiscal year of the Foundation shall begin on July 1st and end on June 30th of each year unless changed by appropriate resolution of the Board of Directors. Year-end financial statements shall be prepared according to {GAAP} - generally accepted accounting principles as applicable to not-for-profit entities, based on books and records maintained for such purposes. Tax returns for non-profit entities will be prepared and filed, when and as required and in accordance with federal {IRS Code} and Colorado statutory requirements. Financial information for the Board or Members use, for grant applications or other interim or periodic reporting will be accomplished pursuant to appropriate resolutions of the Board of Directors.

SECTION 2. FINANCES. The monies of the Foundation shall be deposited in the name of the Foundation in such banks, trust companies or savings institutions, insured by an agency of the United States government, and shall be withdrawn only in the name of the Foundation by such person or persons, as the Board of Directors, by appropriate resolution, may direct. Notes and commercial paper, when authorized by the Board, shall be issued in the name of the Foundation and shall be signed by such agents or officers as shall be authorized by proper resolutions of the Board of Directors.

SECTION 3. AFFILIATIONS. When conducting business in the name of the Foundation, reasonable efforts will be made to conduct said business with those entities who are supportive of the cause, purposes, or people who make up the Foundation.

SECTION 4. DISSOLUTION. In the event of dissolution of the Foundation, any assets which are not used to pay or discharge any liabilities or obligations of this Foundation shall be transferred or conveyed to one or more non-profit domestic corporations, associations or governmental agencies which are operated solely or primarily for purposes similar to those of this Foundation, and no part of such assets shall be distributed to any Director, Officer or Member of this Foundation, or to any private individual.


SECTION 1. AMENDMENTS. These By-Laws may be altered, amended, or repealed, and new By-Laws may be adopted at any Meeting of the Board of Directors or of the Membership. In the case of such action at a meeting of the Board of Directors, a majority affirmative vote of the Directors then in office shall be required. In the case of such action at a Meeting of the Membership, a two-thirds (2/3) affirmative vote of the members present shall be required, and Notice of the proposed changes shall be provided to the Members in advance of the Meeting, in the manner provided in Section 4. of Article IV of these By-Laws.

SECTION 2. ADMINISTRATION. The use of a 'plural' context herein shall include the 'singular' context, and the use of 'singular' shall include 'plural' where and as appropriate in and for the context of these By-Laws. The use of pronouns regarding 'gender' shall be considered as inclusive where the context in which used is not intended to exclude anyone by use of such 'gender' context. In the event that any Section of these By-Laws is found, by a Court of Competent Jurisdiction, to be Void, or otherwise inoperable for its stated or intended purpose, such finding or ruling shall not be deemed to affect any other provision or Section of any other parts of these By-Laws, unless specifically included by reference in such findings or ruling, and shall not be deemed to impair the remaining unaffected provisions of these By-Laws.

SECTION 3. COUNTERPARTS. Adoption of these By-Laws, and approvals, ratifications or adoption of Resolutions authorized herein, by either the Board of Directors or the General Members, at Meetings called for such purposes, may be done in 'counterparts', wherein the signature and date of each person [Board Member or General Member, as the case may be]so signing for his/her affirmative approval or ratification action will be added to all such other 'counterpart' signature documents for the determination of approval or non-approval of each action requiring said signatures.


Done, this ___ day of June, 2009; Witnesseth:

BY: _____________________________________________ Richard M. Reeser, Incorporator, Acting Secretary

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