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By-Laws

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BY-LAWS; WIKICHIRO FOUNDATION, Inc.

ARTICLE I - GENERAL PROVISIONS

Section 1. Articles of Incorporation.

The name and purposes of the organization shall be the "WikiChiro Foundation" (hence forth known in these By-Laws as "WikiChiro", the online presence on which shall be known as WikiChiro.org. The Articles of Incorporation of WikiChiro are hereby made a part of these By-Laws, and the powers of WikiChiro and of its Directors and Officers, and all matters concerning the conduct and regulation of the affairs of WikiChiro, shall be subject to such provisions in regard thereto, if any, as are set forth in these By-Laws. In the event of any inconsistency between these By-Laws and the Articles of Incorporation these By-Laws shall be controlling. All references in these By-Laws to the Articles of Incorporation shall be construed to mean these By-Laws as from time to time amended

ARTICLE II - STATUTORY MEMBERS

Section 1. Eligibility and Election.

The initial members of the Corporation shall be those individuals elected by the incorporator. Thereafter, the members of the Board of Directors shall be elected at the annual meeting of the Board of Directors by the members of the Board. Each member elected to the office of Director shall hold such office until the next annual meeting of the Board of Directors or until their respective successors is duly elected and qualified. The general members may, by vote of at least a majority of the membership elect from time to time additional members of the Corporation.

Section 2. Power of Members.

In addition to the power to elect directors as provided in Article III, Section 2, the members shall have such other powers and rights as are vested in by law, the Articles of Incorporation or these By-Laws.

Section 3. Resignation and Removal.

Any member may resign by delivering a written resignation to the Chair, Vice Chair, Secretary, or Treasurer of WikiChiro. Such resignation shall be effective upon receipt unless it is specified to be effective at some later time. A member may be removed with or without cause by vote of at least a majority of the members. A member may be removed for cause only after reasonable notice and an opportunity to be heard by the other members.

Any Director may resign by delivering a written resignation to the Chair, Vice Chair, Secretary or Treasurer of WikiChiro. Such resignation shall be effective upon receipt unless it is specified to be effective at some later time. A Director may be removed with or without cause by vote of at least a majority of the Board of Directors. A Director may be removed for cause only after reasonable notice and an opportunity to be heard by the other members.

Section 4. Annual Meeting.

The annual meeting of the members of WikiChiro shall be held in January of each year, and may be held anywhere that is convenient, accessible and affordable to the members. In the event the annual meeting is not held in January, a special meeting in lieu of the annual meeting may be held with all the force and effect of an annual meeting.

Section 5. Regular Meetings

Regular meetings of the Board of Directors may be held without call or notice at such places and times as a majority of the Directors may from time to time determine.

Section 6. Special Meetings.

Special meetings of the Board of Directors may be held at any time and place designated when called by the Chair of the Board or at least a majority of the Board of Directors or by the Secretary if demanded by two-thirds of the members of the Board of Directors of WikiChiro. Notice of any special meeting shall be given as provided in Section 7 of Article III of these By-Laws.

Section 7. Action at Meetings.

No less than a majority of the Board of Directors then in office shall constitute a quorum, but in the absence of a quorum a lesser number may, without further notice, adjourn the meeting to any other time. At any meeting of the Board of Directors at which a quorum is present, the vote of at least a majority of those Directors present shall decide any matter unless the Articles of Incorporation, these By-Laws or any applicable law specifically requires a different vote.

Section 8. Notice of Meetings.

Notice of all special meetings of the Board of Directors shall be given to each Director by the Secretary, or, in case of the death, absence, incapacity or refusal of the Secretary, by the Officer or Directors calling the meeting. Such notice shall be given to each Director in person or by telephone, telegram, facsimile transmission, e-mail or other electronic means sent to such Director's business or home address at least 24 hours in advance of the meeting, or by mail addressed to such business or home address and sent at least five days in advance of the meeting. Except as required by law, notice of any meeting of the Board of Directors need not be given: (i) to any Director who, either before or after the meeting, delivers a written waiver of notice, executed by the Director, which is filed with the records of the meeting; or (ii) to any Director who attends the meeting and who, either prior to the meeting or at its commencement, fails to protest the lack of such notice. A notice or waiver of notice need not specify the purpose of any regular or special meeting unless otherwise required by law, the Articles of Incorporation or these By-Laws.

Section 9. Quorum

The presence of at least a majority of the members (whether present in person or duly represented) shall constitute a quorum, except when a larger quorum is required by law, the Articles of Incorporation or these By-Laws. Any meeting may be adjourned by at least a majority of the votes cast upon the question, whether or not a quorum is present, and the meeting may be held as adjourned without further notice.

Section 10. Voting.

Each member shall have one vote. At any meeting of members at which a quorum is present, the vote of at least a majority of those members present or duly represented shall decide any matter unless any applicable law, the Articles of Incorporation or these By-Laws require a different vote.

Section 11. Action by Consent.

Any action required or permitted to be taken at any meeting of the members may be taken without a meeting if all members consent to the action in writing and the written consents are filed with the records of the meetings of the members. Such consents shall be treated for all purposes as a vote at a meeting.

Section 12. Proxies.

Members may vote either in person or by written proxy dated not more than six months before the meeting named therein. Unless otherwise specifically limited by their terms, such proxies shall entitle the holders thereof to vote prior to any adjournment of the meeting, but the proxy shall terminate after the final adjournment of such meeting. A proxy purporting to be executed by or on behalf of a member shall be deemed valid unless challenged at or prior to its exercise and the burden of proving invalidity shall rest on the challenger.

ARTICLE III - DIRECTORS

Section 1. Powers.

The affairs of WikiChiro shall be managed by a Board of Directors who shall have and may exercise all the powers of WikiChiro.

The first Board of Directors shall consist of such number of Directors as may be named in the Articles of Incorporation or as may be fixed by the incorporator.

The number of Directors shall consist of not less than five or more than fifteen and shall initially be set forth in the Articles of Incorporation and thereafter be set from time to time by at least a majority of the Board of Directors. The Directors comprising the Board shall be divided into three classes as nearly equal in number as possible and shall be known as Class I, Class II, and Class III; the Class I Directors shall initially be elected for a term of one year, Class II Directors shall initially be elected for a term of two years and Class III Directors shall initially be elected for a term of three years.

Each term shall commence on the date of election, and each Director shall hold office until his or her successor has been elected and qualified, or until his or her earlier death, resignation or removal. At each annual meeting of the members, successors to the class of Directors whose terms shall expire that year shall be elected to hold office for a term of three years, so that the term of office of one class of Directors shall expire in each year. Directors may not serve more than two consecutive three year terms without special enabling legislation, passed by majority of the Board of Directors. Class I Directors will no longer exist after year one and Class II will disappear by the end of the second year. Also, those elected to the Class I or II position will be eligible to be elected for two more three year terms.

Section 3. Resignation and Removal.

Any Director may resign by delivering a written resignation to the Chair, Vice Chair or the Secretary of the Board of Directors or to the Corporation at its principal office. Such resignation shall be effective upon receipt unless it is specified to be effective at some later time. Any Director may be removed from office with or without cause by vote of at least a majority of the Directors then in office. A Director may be removed for cause only after reasonable notice, and an opportunity to be heard by the Board of Directors.

Section 4. Action by Written Consent.

Any action required or permitted to be taken at a meeting of the Board of Directors or any committee thereof may be taken without a meeting if a written consent thereto is signed by all the Directors or all the members of the applicable committee and filed with the records of the meetings of the Directors. Any such written consent shall be treated for all purposes as a vote at a meeting.

Section 5. Vacancies.

Continuing members of the Board of Directors may act despite a vacancy or vacancies on the Board of Directors and shall for this purpose be deemed to constitute the full Board of Directors. Any vacancy on the Board of Directors, however occurring, may be filled by the Directors at any meeting of Directors. Vacancies, if filled, shall be filled for the balance of the term.

Section 6. Compensation.

Directors may, if authorized by the Board of Directors, be reimbursed for necessary expenses, including travel expenses, reasonably incurred by them in the performance of their duties as Directors.

Section 7. Meetings by Telephone Conference.

Directors may hold meetings by means of a conference telephone or similar communication equipment by means of which all persons participating in the meeting can hear each other at the same time, and participation by such means shall constitute presence in person at a meeting.

Section 8. Advisers and Other Supporters of WikiChiro.

The Directors may designate certain persons or groups of persons as one or more categories of sponsors, benefactors, contributors, advisers or friends of WikiChiro or such other title as they deem appropriate ("Advisers "). Advisers shall serve in an honorary capacity for such term as the Board of Directors may determine. In the absence of any such determination, an Adviser shall serve until the next annual meeting of the Board of Directors or special meeting in lieu thereof. Advisers may be members but shall not be Directors of the WikiChiro and shall not exercise any of the powers granted to Directors and, except as the Board of Directors may otherwise designate, or as members of the corporation designates, shall have no right to notice of or to vote at any meeting, shall not be considered for purposes of establishing a quorum, and shall have no other rights or responsibilities in their advisory capacity.

ARTICLE IV - COMMITTEES OF THE BOARD

Section 1. Executive Committee.

The Executive Committee

Shall:

(a) have full authority to act in the place and with the authority of Board of Directors subject only to the limitations of law, the Articles of Incorporation and the By-Laws of the WikiChiro and the votes of the Board of Directors;

(b) carry out such other duties and responsibilities as the Board of Directors may delegate to it from time to time;

(c) meet at least two times per year, at such time and place as the Chairman may determine; and

(d) consist of no less than three and no more than nine members of the Board of Directors; any Director who is not a member of the Executive Committee may attend Executive Committee meetings as a non-voting participant. The members of the Executive Committee shall include the Chairman (Chief Executive Officer). the Vice Chairman, the Secretary, the Treasurer (Chief Financial Officer) and Technical Officers if these officers are also members of the Board of Directors.

(e) the members of the Executive Committee shall be elected by the Board of Directors for a one year term with no limitation on the number of terms they can be considered for re-election.

The Audit and Finance Committee.

Shall:

(a) oversee all matters pertaining to the financial operations of the WikiChiro including review of the annual operating budget, the annual audit (which audit shall be performed by an independent public accounting firm), the banking procedures established for the WikiChiro's accounts, and accounting oversight of the WikiChiro's investments and, at the Board's request, make reports and recommendations to the Board of Directors concerning such matters; and

(b) carry out such other duties and responsibilities as the Board or the Executive Committee may request of it from time to time.

(c) The Audit and Finance Committee shall consist of no less than three and no more than five members of the Board of Directors. The members of the Audit and Finance Committee shall be elected by the board for one year terms.

Section 3. Other Committees.

The Board of Directors, by vote of at least a majority of the Directors then in office, may elect such other committees in addition to those specified herein as they may from time to time determine necessary or advisable. Each of the other committees will be comprised of three or more Directors of WikiChiro, as the Directors may from time to time determine necessary or advisable, and the Board of Directors may delegate, to the extent permitted by law, the Articles of Incorporation or these By-Laws, such powers and duties thereto as the Board of Directors may deem advisable. At any meeting of a committee, a quorum for the transaction of all business properly before the meeting shall consist of a majority of the members of such committee. Any committee may, subject to the approval of the Board of Directors, make further rules for the conduct of its business. However, unless otherwise provided by vote of the Board of Directors or by rules established by the Board of Directors, the business of any committee shall be conducted as nearly as possible in the same manner, including without limitation, the power to act by unanimous written consent and to conduct meetings by telephone conference, as is provided in these By-Laws for the Board of Directors. The members of any committee shall remain in office at the pleasure of the Directors.

ARTICLE V - OFFICERS

Section 1. Officers.

The officers of WikiChiro shall consist of a Chair of the Board, a Vice-Chair, Secretary, and Treasurer or such other officers as the Board of Directors may from time to time determine. An Officer should be a member of the Board of Directors. No person shall hold more than one office in WikiChiro. In the event there is no available person to fulfill and office, the Board Chair may assign the duties of such office to a Director.

Section 2. Election and Term of Office.

The Chair, Vice-Chair, Secretary and Treasurer shall be elected annually by the Board of Directors. Any other officers determined necessary or desirable by the Board of Directors may be duly elected by the Board of Directors. Except as otherwise provided by law, the Articles of Incorporation or these By-Laws, all officers shall hold office until the next annual meeting of the Board of Directors or special meeting in lieu thereof, and thereafter until their respective successors are duly elected and qualified, unless a shorter term is specified in the vote electing or appointing them. The Board of Directors shall elect a successor if the office of the Chair, Vice-Chair, Secretary or Treasurer becomes vacant. The Board of Directors may elect a successor if any other office becomes vacant.

Section 3. Resignation and Removal.

Any Officer may resign by delivering a written resignation to the Chair, Vice-Chair or Secretary or to WikiChiro at its principal office and such resignation shall be effective upon receipt, unless it is specified to be effective at some later time. The Board of Directors may remove any Officer, with or without cause, by a vote of at least a majority of the Directors then in office. An Officer may be removed with or without cause only after reasonable notice and an opportunity to be heard by the Board of Directors.

Section 4. The Chair.

The Chair shall be chosen by the Board of Directors from their own number. The Chair may sign or execute, in the name of WikiChiro and under its corporate seal, all deeds, mortgages, bonds, contracts or other instruments which have been authorized by the Board of Directors, or which are required to be executed in the ordinary and usual course of business of WikiChiro, except in cases where the signing or execution thereof shall have been expressly delegated by the Board of Directors to some other officer or agent of WikiChiro. The Chair shall have such other powers and duties as are usually incident to that office and as may be vested in that office by these By-Laws or by the Board of Directors.

Section 5. The Vice Chair.

The Vice Chair shall be chosen by the Board of Directors from their own number. In the event that the Chair is unavailable to serve as Chair, the Vice Chair shall perform the duties of the Chair until such time as the Chair's successor is duly elected and qualified. The Vice Chair shall have such other powers and duties as are usually incident to that office and as may be vested in that office by these By-Laws or by the Board of Directors.

Section 6. Secretary.

The Secretary shall record and maintain, or cause to be recorded and maintained, records of all proceedings of the Board of Directors in a book or series of books kept for that purpose, which book or books shall be kept within the State of New Jersey at the principal office of WikiChiro or at the office of its Secretary or of its resident agent and shall be open at all reasonable times to inspection by any Director or Officer. Such records of the meetings of the Board of Directors and Board Committees will be available on the WikiChiro web site. Such book or books shall also contain records of all meetings of the sole incorporator and the original, or attested copies, of the Articles of Incorporation and By-Laws and names of all Directors and the address of each. The Secretary also shall give such notices of meetings of the Board of Directors as are required by these By-Laws. The Secretary shall have such other powers and duties as are usually incident to that office and as may be vested in that office by these By-Laws or by the Board of Directors. In the absence of the Secretary from any meeting of the Board of Directors, a temporary Secretary designated by the person presiding at the meeting shall perform the duties of the Secretary.

Section 7. Treasurer.

The Treasurer shall, subject to the direction and control of the Board of Directors, have general charge of the financial affairs of the corporation, and shall keep full and accurate books of account. The Treasurer shall maintain custody of all funds, securities and valuable documents of WikiChiro, except as the Board of Directors may otherwise provide. The Treasurer shall have such other powers and duties as are usually incident to that office and as may be vested in that office by these By-Laws or by the Directors.

Section 8. Executive Director.

The Executive Director shall, subject to the direction and control of the Board of Directors, carry on the general affairs of WikiChiro and shall be present at all meetings of the Board of Directors. The Executive Director shall have such other powers and duties as are usually incident to that office and as may be vested in that office by these By-Laws or by the Board of Directors. The Executive Director shall be a staff person and as such shall assist and participate with the Executive Committee and all other committees of the Board but shall not be considered an officer of the Board nor shall this person have any vote on the Board of Directors or any Board Committee.

ARTICLE VI - CONFLICT OF INTEREST

The Board of Directors shall adopt a conflict of interest policy covering WikiChiro's substantial contributors, Directors, Officers and such other employees as shall be specified in the policy.

ARTICLE VII - MISCELLANEOUS PROVISIONS

Section 1. Execution of Instruments.

Any contracts, deeds, leases, bonds ,notes, checks and other instruments of an amount or value up to and including $1,000 that are authorized to be executed by an officer of WikiChiro on its behalf shall be signed by the Chair or the Treasurer, and any contracts, deeds, leases, bonds, notes, checks and other instruments of an amount or value over $1,000 that are authorized to be executed by an officer of WikiChiro on its behalf shall be signed by the Chair and the Treasurer, except as the Board of Directors may generally or in particular cases otherwise determine.

Section 2. Location.

The principal office of WikiChiro shall initially be located at the place set forth in the Articles of Incorporation of WikiChiro. The Board of Directors may change the location of the principal office in the State of New Jersey, provided that no such change shall be effective until a certificate of change or an annual report is filed with the Secretary of State of The State of New Jersey specifying the street address of the new principal office of WikiChiro in The State of New Jersey. The Board of Directors may establish other offices and places of business in The State of New Jersey or elsewhere.

Section 3. Fiscal Year.

Except as from time to time otherwise determined by the Board of Directors of the Corporation, the fiscal year of WikiChiro shall end on the last day of December in each year.

ARTICLE VIII - INDEMNIFICATION

WikiChiro shall, to the extent legally permissible, including to the extent (1) that the status of WikiChiro as exempt from federal income tax under Section 501(c)(3) of the Code, is not affected thereby, and (2) consistent with sections of the Code and related Treasury Regulations applicable to private foundations, indemnify each person who may serve or who has served at any time as a Director or Officer of WikiChiro -or of any of its subsidiaries-, or who at the request of WikiChiro may serve or at any time has served as a Director, Officer or Director of, or in a similar capacity with, another organization, against all expenses and liabilities, including counsel fees, reasonably incurred by or imposed upon such person in connection with any proceeding in which he or she may become involved by reason of his or her serving or having served in such capacity (other than a proceeding voluntarily initiated by such person unless he or she is successful on the merits, the proceeding was authorized by at least a majority of the full Board of Directors or the proceeding seeks a declaratory judgment regarding his or her own conduct); provided that no indemnification shall be provided for any such person with respect to any matter as to which he or she shall have been finally adjudicated in any proceeding not to have acted in good faith in the reasonable belief that his or her action was in the best interests of WikiChiro. Such indemnification may, to the extent authorized by WikiChiro, include payment by WikiChiro of expenses incurred in defending a civil or criminal action or proceeding in advance of the final disposition of such action or proceeding, upon receipt of an undertaking by the person indemnified to repay such payment if he or she shall be adjudicated to be not entitled to indemnification under this article, which undertaking may be accepted without regard to the financial ability of such person to make repayment.

A person entitled to indemnification hereunder whose duties include service or responsibilities as a fiduciary with respect to a subsidiary or other organization, including an employee benefit plan, shall be deemed to have acted in good faith in the reasonable belief that his or her action was in the best interests of WikiChiro if he or she acted in good faith in the reasonable belief that his or her action was in the best interests of such subsidiary or organization or of the participants or beneficiaries of, or other persons with interests in, such subsidiary or organization to whom he or she has a fiduciary duty.

The payment of any indemnification shall be conclusively deemed authorized by the WikiChiro under this Article VIII, if:

  • (a)-the payment has been approved or ratified (i) by at least a majority vote of the Board of Directors consisting of persons who are not at that time parties to the proceeding or (ii) by at least a majority vote of a committee of two or more Directors who are not at that time parties to the proceeding and are selected for this purpose by the full Board of Directors (in which selection Directors who are parties may participate); or
  • (b)-the action is taken in reliance upon the opinion of independent legal counsel (who may be counsel to the WikiChiro) appointed for the purpose by vote of the Board of Directors or in the manner specified in clauses (i) or (ii) of subparagraph (a); or

The indemnification provided hereunder shall inure to the benefit of the heirs, executors and administrators of a Director, Officer or other person entitled to indemnification hereunder.

The right of indemnification under this article shall be in addition to and not exclusive of all other rights to which such Director or Officer or other persons may be entitled. Nothing contained in this article shall affect any rights to indemnification to which WikiChiro employees or agents other than Directors and Officers and other persons entitled to indemnification hereunder may be entitled by contract or otherwise under law.

No indemnification, reimbursement or other payment may be made under this Section with respect to penalties imposed under section 4958 of the Code to the extent such indemnification, reimbursement or other payment would cause the total compensation of a person to exceed "reasonable compensation," as defined in the Treasury Regulations per the Code, and as determined by the Compensation Committee. To the extent that any such payment is made, the amount of such payment may be reduced by any amount determined to exceed reasonable compensation. Any such reduction shall be determined by the Compensation Committee. Further, if at any time the WikiChiro is deemed to be a private foundation within the meaning of section 501(c)(3) of the Code then, during such time, no payment shall be made under this Article if such payment would constitute an act of self-dealing or a taxable expenditure, as defined in section 4941 (d) or section 4945(d), respectively, of the Code.

ARTICLE IX - AMENDMENTS

Except as may otherwise be required by law or the Articles of Incorporation of WikiChiro, the By-Laws of WikiChiro may be altered, amended or repealed, or new By- Laws may be adopted, by an affirmative vote of at least a majority of the Board of Directors of WikiChiro entitled to vote at any annual meeting of the Board of Directors or at any special meeting of the Board of Directors or the members, Notwithstanding foregoing, if the Board of Directors alter, amend or repeal or adopt new By-Laws, notice stating the substance of any such change shall be given to all members not later than the time of giving notice of the next the meeting of the members following any such change. No such alteration, amendment or repeal, or adoption of new By-Laws, shall in any way authorize or permit WikiChiro to be operated other than exclusively for charitable purposes or for any purpose or in any manner that would deprive it of its status as an organization described in section 501(c)(3) of the Code.

Adopted 8/13/20011 дрсйпдц 20:29, 13 August 2011 (UTC)

(ATTRIBUTION: This form of the By-laws is adapted from a set provided pro bono to another agency to which I belong, i.e., ISCA, and was originally prepared by Tiffany Ford, Esq., of the Wash, D.C., law firm of Foley Hoag, but has been amended significantly since.
дрсйпдц 03:55, 8 June 2011 (UTC))