Difference between revisions of "Draft of proposed By-Laws"

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'''ARTICLE II  --  DIRECTORS AND OFFICERS'''
 
'''ARTICLE II  --  DIRECTORS AND OFFICERS'''
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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 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.

Revision as of 15:42, 13 May 2009

DRAFT - Not for outside use.

This is for review, questions and comments.

Do not edit these pages directly, but instead bring your issues, comments, etc. up in the discussion pages for each individual section.


OpenLuna Foundation By-laws

BY-LAWS of the OPENLUNA FOUNDATION, INC.

ARTICLE I -- MEMBERSHIP


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; not entitled to vote at annual or other meetings of the Membership; 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/domicile and payment of annual dues; may remain in a non-dues paying 'Student Member' classification through college before being called upon to join 'General Members' class.


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 they 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 be payable in full within 30 days of a Notice providing for said Annual Member Dues. The Board, by resolution, may provide for installment payments ( ? semi-annual, or quarterly ? ) 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.


ARTICLE II -- DIRECTORS AND OFFICERS


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.


ARTICLE III -- NOMINATIONS, ELECTIONS AND VOTING

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