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Project DoD is a charitable 501(c)(3) nonprofit organized to:
(a) Sponsor or perform research and development of technologies that
help all societies create a more just and equitable future. We firmly
believe that freedom, privacy, security, and economic stability are
fundamental human rights, and that a focus on any one goal should not
come at the expense of the others. That is, to create a future where
humanity is free of coercion, censorship, exploitation, abuse,
poverty, and all other conditions through which the powerful impose
their will on the less fortunate, one must enjoy freedom, privacy,
security, and economic stability in equal measure. We are seeking to
(b) establish a globally distributed network of organizations and
individuals committed to building an infrastructure that meets the
objectives of (a) above. This infrastructure should be resistant
against the collapse of any one supporting organization, the assault
of any government, organization, or individual, or the physical
destruction of any one part of its network. We believe such an
infrastructure should be participatory, and that its members should be
empowered by a fully democratic decision making process. However,
such an infrastructure must also be resilient against mob-rule and
vanguardism. We shall also
(c) resist any threat, social, legal, physical, environmental, or
otherwise, that seeks to compromise the principals of either (a) or
(b) above. That is, any threat that seeks to undermine either
fundamental human rights, or compromise the mechanism we believe
necessary to ensure those rights, must be challenged and neutralized.
We are committed to engaging such threats using both legal and
technological methods, so long as the means of engagement does not
also violate principals (a) and (b) above.
Project DoD believes that it is often the most impoverished members of
society that suffer violations of their fundamental human rights. For
this reason, historically, we have been slightly more focused on
empowering the underprivileged through our projects. Nevertheless,
our vision is for all members of society, and will never be limited to
just the poor. Please be aware that Project DoD's mission is intended
to be axiomatic, but broad. Each particular project that we work on
has much more realistic and actionable objectives that serve the ends
in this mission statement. Please find out more about our projects
and how they are helping to build this future.
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Project DoD's Articles Of Incorporation |
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You will need
Adobe
Acrobat to read these documents.
-- These articles were filed in the state
of Maine on 05/14/2003 and are viewable HERE
.
-- Our application for 501(c)(3) status can be viewed in PDF form
HERE.
-- Additionally you can
view both followup questions and responses in Word Document format with
files irs_reply_01.doc and
irs_reply_02.doc.
-- Our
advanced determination as a 501(c)(3) nonprofit can be viewed in PDF format
HERE.
-- Our final determination by the IRS that we are an official
tax exempt 501(c)(3) publicly supported charitable nonprofit organization
defined by section 509(a)(1) can be found
HERE. You can verify this by
finding our listing on the IRS page.
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Bylaws of Project DoD, Inc. |
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Section 1. Principal Office
The principal office of the corporation is located in Cumberland County, State
of Maine.
Section 2. Change of Address
The designation of the county or state of the corporation's principal office
may be changed by amendment of these Bylaws. The membership committee may
change the principal office from one location to another within the named
county by noting the changed address and effective date below, and such changes
of address shall not be deemed, nor require, an amendment of these Bylaws.
Section 3. Other Offices
The corporation may also have offices at such other places, within or
without its state of incorporation, where it is qualified to do business,
as its business and activities may require, and as the membership committee
may, from time to time, designate.
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Article 2, Nonprofit Purposes
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Section 1. IRC Section 501(c)(3) Purposes
Please see the Mission Statement above.
Section 1. Number
The corporation shall have three directors and collectively they shall be known
as the Board of Directors.
Section 2. Qualifications
Directors shall be of the age of majority in this state. Other qualifications
for directors of this corporation shall be as follows:
Anyone who has been with the organization as a member, volunteer, or employee
for more than six months, and who wishes to fill an open position as director,
may do so after being elected by the membership committee.
Section 3. Powers
Subject to the provisions of the laws of this state and any limitations in the
Articles of Incorporation and these Bylaws, the activities and affairs of this
corporation shall be conducted and all corporate powers shall be exercised by
or under the direction of the membership committee. The Board of Directors may
only exercise power over the decisions of the membership committee if those
decisions violate the corporation.s nonprofit status as specified in Section
501(c)(3) of the Internal Revenue Code or if the decisions of the membership
committee negatively affect the financial stability of the corporation or its
existing projects. Because of this the corporation must provide the Board of
Directors with any and all information necessary to make such informed
decisions.
Section 4. Duties
It shall be the duty of the directors to:
a. Perform any and all duties imposed on them collectively or
individually by law, by the Articles of Incorporation, or by these Bylaws;
b. Meet at such times and places as required by these Bylaws;
c. Register their addresses with the Secretary of the corporation,
and notices of meetings mailed or telegraphed to them at such addresses shall
be valid notices thereof;
d. Preserve the corporation.s nonprofit status as specified in
Section 501(c)(3) of the Internal Revenue Code;
e. To the best of their ability defend the corporation against any
circumstances that may negatively affect the financial stability of the
corporation or its existing projects.
Section 5. Term of Office
Each director shall hold office for a period of three years and until his or
her successor is elected and qualifies. Anyone who previously served on the
Board of Directors must wait a year from the end of his or her previous term
before serving for another three years. Each year, one-third of the authorized
number of directors shall be elected to serve on the board of directors.
Each director shall hold office for a period of three years and until his or
her successor is elected and qualifies. Anyone who previously served on the
Board of Directors must wait a year from the end of his or her previous term
before serving for another three years. Each year, one-third of the authorized
number of directors shall be elected to serve on the board of directors.
Section 6. Compensation
Directors shall serve without compensation for acts performed as directors
except that a reasonable fee may be paid to directors for attending regular and
special meetings of the board. In addition, they shall be allowed reasonable
advancement or reimbursement of expenses incurred in the performance of their
duties.
Section 7. Place Of Meetings
Meetings shall be held through IRC (Internet Relay Chat) on the server
irc.unixpunx.org in the channel #dod unless otherwise provided by the board or
at such other place as may be designated from time to time by resolution of the
Board of Directors.
Section 8. Regular Meetings
Regular meetings of Directors shall be held on the first Monday of every month
at 10:00PM EST., unless such day falls on a legal holiday, in which event the
regular meeting shall be held at the same hour and place on the next business
day.
Voting for Directors shall be a function of the membership committee, and is
subject to the provisions of the laws of this state and any limitations in the
Articles of Incorporation and these Bylaws.
Section 9. Special Meetings
Special meetings of the Board of Directors may be called by the Chairperson of
the Board, the President, the Vice President, the Treasurer, the Secretary, by
any two directors, or, if different, by the persons specifically authorized
under the laws of this state to call special meetings of the board. Such
meetings shall be held through IRC (Internet Relay Chat) on the server
irc.unixpunx.org in the channel #dod or, if different, at the place designated
by the person or persons calling the special meeting.
Section 10. Notice of Meetings
Unless otherwise provided by the Articles of Incorporation, these Bylaws, or
provisions of law, the following provisions shall govern the giving of notice
for meetings of the Board of Directors:
a. Regular Meetings. No notice need be given of any regular meeting of
the board of directors.
b. Special Meetings. At least one week prior notice shall be given by
the Secretary of the corporation to each director of each special meeting of
the board. Such notice may be oral or written, may be given personally, by
first class mail or electronic mail, by telephone or by facsimile machine, and
shall state the place, date and time of the meeting and the matters proposed to
be acted upon at the meeting. In the case of facsimile or electronic mail
notification, the director to be contacted shall acknowledge personal receipt
of the facsimile notice by a return message or telephone call within
twenty-four hours of the first facsimile or electronic mail transmission.
c. Waiver of Notice. Whenever any notice of a meeting is required to be
given to any director of this corporation under provisions of the Articles of
Incorporation, these Bylaws or the law of this state, a waiver of notice in
writing signed by the director, whether before or after the time of the
meeting, shall be equivalent to the giving of such notice.
Section 11. Quorum for Meetings
A quorum shall consist of a majority of the members of the Board of Directors.
Except as otherwise provided under the Articles of Incorporation, these Bylaws
or provisions of law, no business shall be considered by the board at any
meeting at which the required quorum is not present, and the only motion which
the Chair shall entertain at such meeting is a motion to adjourn.
Section 12. Majority Action As Board Action
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 is the act of the Board of
Directors, unless the Articles of Incorporation, these Bylaws or provisions of
law require a greater percentage or different voting rules for approval of a
matter by the board.
Section 13. Conduct of Meetings
Meetings of the Board of Directors shall be presided over by the Chairperson of
the Board, or, if no such person has been so designated or, in his or her
absence, the President of the corporation or, in his or her absence, by the
Vice President of the corporation or, in the absence of each of these persons,
by a Chairperson chosen by a majority of the directors present at the meeting.
The Secretary of the corporation shall act as secretary of all meetings of the
board, provided that, in his or her absence, the presiding officer shall
appoint another person to act as Secretary of the Meeting.
Meetings shall be governed by such procedures as may be approved from time to
time by the board of directors, insofar as such rules are not inconsistent with
or in conflict with the Articles of Incorporation, these Bylaws or with
provisions of law.
Section 14. Vacancies
Vacancies on the Board of Directors shall exist (1) on the death, resignation
or removal of any director, and (2) whenever the number of authorized directors
is increased.
Any director may resign effective upon giving written notice to the Chairperson
of the Board, the President, the Secretary or the Board of Directors, unless
the notice specifies a later time for the effectiveness of such resignation. No
director may resign if the corporation would then be left without a duly
elected director or directors in charge of its affairs, except upon notice to
the Office of the Attorney General or other appropriate agency of this state.
Directors may be removed from office, with or without cause, as permitted by
and in accordance with the laws of this state.
Unless otherwise prohibited by the Articles of Incorporation, these Bylaws or
provisions of law, vacancies on the board may be filled by approval of the
Board of Directors. If the number of directors then in office is less than a
quorum, a vacancy on the board may be filled by approval of a majority of the
directors then in office or by a sole remaining director. A person elected to
fill a vacancy on the board shall hold office until the next election of the
Board of Directors or until his or her death, resignation or removal from
office.
Section 15. Nonliability of Directors
The directors shall not be personally liable for the debts, liabilities or
other obligations of the corporation.
Section 16. Indemnification by Corporation of Directors and Officers
The directors and officers of the corporation shall be indemnified by the
corporation to the fullest extent permissible under the laws of this state.
Section 17. Insurance For Corporate Agents
Except as may be otherwise provided under provisions of law, the Board of
Directors may adopt a resolution authorizing the purchase and maintenance of
insurance on behalf of any agent of the corporation (including a director,
officer, employee or other agent of the corporation) against liabilities
asserted against or incurred by the agent in such capacity or arising out of
the agent's status as such, whether or not the corporation would have the power
to indemnify the agent against such liability under the Articles of
Incorporation, these Bylaws or provisions of law.
Section 1. Designation Of Officers
The officers of the corporation shall be a President, a Secretary, and a
Treasurer. The corporation may also have a Chairperson of the Board and the
membership committee may determine other such officers from time to time.
Section 2. Qualifications
Any person may serve as officer of this corporation.
Section 3. Election and Term of Office
Officers shall be elected by the membership committee, at any time, and each
officer shall hold office until he or she resigns or is removed or is otherwise
disqualified to serve, or until his or her successor shall be elected and
qualified, whichever occurs first.
Section 4. Removal and Resignation
The membership committee may remove any officer, either with or without cause,
at any time. Any officer may resign at any time by giving written notice to the
membership committee. Any such resignation shall take effect at the date of
receipt of such notice or at any later date specified therein, and, unless
otherwise specified therein, the acceptance of such resignation shall not be
necessary to make it effective. The above provisions of this Section shall be
superseded by any conflicting terms of a contract, which has been approved or
ratified by the membership committee relating to the employment of any officer
of the corporation.
Section 5. Vacancies
Any vacancy caused by the death, resignation, removal, disqualification, or
otherwise, of any officer shall be filled by the membership committee. In the
event of a vacancy in any office other than that of President, such vacancy may
be filled temporarily by appointment by the President until such time as the
membership committee shall fill the vacancy. Vacancies occurring in offices of
officers appointed at the discretion of the membership committee may or may not
be filled, as the membership committee shall determine.
Section 6. Duties of President
The President shall be the chief executive officer of the corporation and
shall, subject to the control of the membership committee, supervise and
control the affairs of the officers. He or she shall perform all duties
incident to his or her office and such other duties as may be required by law,
by the Articles of Incorporation or by these Bylaws or which may be prescribed
from time to time by the membership committee. Unless another person is
specifically appointed as Chairperson of the Board of Directors, the President
shall preside at all meetings of the Board of Directors. Except as otherwise
expressly provided by law, by the Articles of Incorporation or by these Bylaws,
he or she shall, in the name of the corporation, execute such deeds, mortgages,
bonds, contracts, checks or other instruments which may from time to time be
authorized by the membership committee.
Section 7. Duties of Vice President
If such a position is created by the membership committee, than in the absence
of the President, or in the event of his or her 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 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.
Section 8. Duties of Secretary
The Secretary shall:
Certify and keep at the principal office of the corporation the original, or a
copy, of these Bylaws as amended or otherwise altered to date.
Keep at the principal office of the corporation or at such other place as the
membership committee may determine, a book of minutes of all meetings of the
directors and membership committee, and, if applicable, meetings of committees
of directors and of members, recording therein the time and place of holding,
whether regular or special, how called, how notice thereof was given, the names
of those present or represented at the meeting and the proceedings thereof.
See that all notices are duly given in accordance with the provisions of these
Bylaws or as required by law.
Be custodian of the records and of the seal of the corporation and affix the
seal, as authorized by law or the provisions of these Bylaws, to duly executed
documents of the corporation.
Keep at the principal office of the corporation a membership book containing
the name and address of each and any members, and, in the case where any
membership has been terminated, he or she shall record such fact in the
membership book together with the date on which such membership ceased.
Exhibit at all reasonable times to any director or member of the corporation,
or to his or her agent or attorney, on request thereof, the Bylaws, the
membership book and the minutes of the proceedings of the directors of the
corporation or membership committee.
In general, perform all duties incident to the office of Secretary and such
other duties as may be required by law, by the Articles of Incorporation or by
these Bylaws or which may be assigned to him or her from time to time by the
membership committee.
Section 9. Duties Of Treasurer
The Treasurer shall:
Have charge and custody of, and be responsible for, all funds and securities of
the corporation, and deposit all such funds in the name of the corporation in
such banks, trust companies, or other depositories as shall be selected by the
membership committee.
Receive, and give receipt for, monies due and payable to the corporation from
any source whatsoever.
Disburse, or cause to be disbursed, the funds of the corporation as may be
directed by the membership committee, taking proper vouchers for such
disbursements.
Keep and maintain adequate and correct accounts of the corporation's properties
and business transactions, including accounts of its assets, liabilities,
receipts, disbursements, gains and losses.
Exhibit at all reasonable times the books of account and financial records to
any director or member of the corporation, or to his or her agent or attorney,
on request thereof.
Render to the President, members, and directors, whenever requested, an account
of any or all of his or her transactions as Treasurer and of the financial
condition of the corporation.
Prepare, or cause to be prepared, and certify, or cause to be certified, the
financial statements to be included in any required reports.
In general, perform all duties incident to the office of Treasurer 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 assigned to him or her from time
to time by the membership committee.
Section 10. Compensation
The salaries of the officers, if any, shall be fixed from time to time by
resolution of the membership committee. In all cases, any salaries received by
officers of this corporation shall be reasonable and given in return for
services actually rendered to or for the corporation.
Section 1. Executive Committee
There shall be no Executive Committee.
Section 2. Other Committees
The corporation shall have such other committees as may from time to time be
designated by resolution of the membership committee. These committees may
consist of persons who are not also members of the board and shall act in an
advisory capacity to the board and membership committee.
Section 3. Meetings and Action of Committees
Meetings and action of committees shall be governed by, noticed, held, and
taken in accordance with the provisions of these Bylaws concerning meetings of
the Board of Directors, with such changes in the context of such Bylaw
provisions as are necessary to substitute the committee and its members for the
Board of Directors and its members, except that the time for regular and
special meetings of committees may be fixed by resolution of the membership
committee or by the newly formed committee. The membership committee may also
adopt rules and regulations pertaining to the conduct of meetings of committees
to the extent that such rules and regulations are not inconsistent with the
provisions of these Bylaws.
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Article 6, Execution of Instruments, Deposits and Funds
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Section 1. Execution of Instruments
The membership committee, except as otherwise provided in these Bylaws, may by
resolution authorize any officer or agent of the corporation to enter into any
contract or execute and deliver any instrument in the name of and on behalf of
the corporation, and such authority may be general or confined to specific
instances. Unless so authorized, no officer, agent or employee shall have any
power or authority to bind the corporation by any contract or engagement or to
pledge its credit or to render it liable monetarily for any purpose or in any
amount.
Section 2. Checks and Notes
Except as otherwise specifically determined by resolution of the membership
committee, or as otherwise required by law, checks, drafts, promissory notes,
orders for the payment of money and other evidence of indebtedness of the
corporation shall be signed by the Treasurer of the corporation.
Section 3. Deposits
All funds of the corporation shall be deposited from time to time to the credit
of the corporation in such banks, trust companies or other depositories as the
membership committee may select.
Section 4. Gifts
The membership committee may accept on behalf of the corporation any
contribution, gift, bequest or devise for the nonprofit purposes of this
corporation.
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Article 7, Corporate Records, Reports, and Seal
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Section 1. Maintenance of Corporate Records
The corporation shall keep at its principal office:
a.Minutes of all meetings of directors, the membership committee, and
other committees, indicating the time and place of holding such meetings,
whether regular or special, how called, the notice given and the names of those
present and the proceedings thereof;
b.Adequate and correct books and records of account, including accounts
of its properties and business transactions and accounts of its assets,
liabilities, receipts, disbursements, gains and losses;
c.A record of members of the membership committee, if any, indicating
their names, addresses and class of membership held by each member and the
termination date of any membership;
d.A copy of the corporation's Articles of Incorporation and Bylaws as
amended to date, which shall be open to inspection by the members of the
corporation at all reasonable times during office hours.
Section 2. Corporate Seal
A copy of the corporation's Articles of Incorporation and Bylaws as amended to
date, which shall be open to inspection by the members of the corporation at
all reasonable times during office hours.
Section 3. Directors' and Inspection Rights
A copy of the corporation's Articles of Incorporation and Bylaws as amended to
date, which shall be open to inspection by the members of the corporation at
all reasonable times during office hours.
Section 4. Members' Inspection Rights
Each and every member of the corporation shall have the following inspection
rights, for a purpose reasonably related to such person's interest as a member:
a.To inspect and copy the record of all members' names, addresses and
voting rights, at reasonable times, upon written demand on the Secretary of the
corporation, which demand shall state the purpose for which the inspection
rights are requested.
b.To obtain from the Secretary of the corporation, upon written demand
on, and payment of a reasonable charge to, the Secretary of the corporation, a
list of the names, addresses and voting rights of those members entitled to
vote for the election of directors as of the most recent record date for which
the list has been compiled or as of the date specified by the member subsequent
to the date of demand. The demand shall state the purpose for which the list is
requested. The membership list shall be made available within a reasonable time
after the demand is received by the Secretary of the corporation or after the
date specified therein as of which the list is to be compiled.
c.To inspect at any reasonable time the books, records or minutes of
proceedings of the members or of the board or committees of the board, upon
written demand on the Secretary of the corporation by the member, for a purpose
reasonably related to such person's interests as a member.
Members shall have such other rights to inspect the books, records and
properties of this corporation as may be required under the Articles of
Incorporation, other provisions of these Bylaws and provisions of law.
Section 5. Right To Copy And Make Extracts
Any inspection under the provisions of this Article may be made in person or by
agent or attorney and the right to inspection shall include the right to copy
and make extracts.
Section 6. Periodic Report
The board or membership committee shall cause any annual or periodic report
required under law to be prepared and delivered to an office of this state or
to the members, if any, of this corporation, to be so prepared and delivered
within the time limits set by law.
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Article 8, IRC 501(c)(3) Tax Exemption Provisions
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Section 1. Limitations on Activities
No substantial part of the activities of this corporation shall be the carrying
on of propaganda, or otherwise attempting to influence legislation (except as
otherwise provided by Section 501(h) of the Internal Revenue Code), and this
corporation shall not participate in, or intervene in (including the publishing
or distribution of statements), any political campaign on behalf of, or in
opposition to, any candidate for public office.
Notwithstanding any other provisions of these Bylaws, this corporation shall
not carry on any activities not permitted to be carried on (a) by a corporation
exempt from federal income tax under Section 501(c)(3) of the Internal Revenue
Code, or (b) by a corporation, contributions to which are deductible under
Section 170(c)(2) of the Internal Revenue Code.
Section 2. Prohibition Against Private Inurement
No part of the net earnings of this corporation shall inure to the benefit of,
or be distributable to, its members, directors or trustees, officers or other
private persons, except that the corporation shall be authorized and empowered
to pay reasonable compensation for services rendered and to make payments and
distributions in furtherance of the purposes of this corporation.
Section 3. Distribution of Assets
Upon the dissolution of this corporation, its assets remaining after payment,
or provision for payment, of all debts and liabilities of this corporation
shall be distributed for one or more exempt purposes within the meaning of
Section 501(c)(3) of the Internal Revenue Code or shall be distributed to the
federal government, or to a state or local government, for a public purpose.
Such distribution shall be made in accordance with all applicable provisions of
the laws of this state.
Section 4. Private Foundation Requirements and Restrictions
In any taxable year in which this corporation is a private foundation as
described in Section 509(a) of the Internal Revenue Code, the corporation 1)
shall distribute its income for said period at such time and manner as not to
subject it to tax under Section 4942 of the Internal Revenue Code; 2) shall not
engage in any act of self-dealing as defined in Section 4941(d) of the Internal
Revenue Code; 3) shall not retain any excess business holdings as defined in
Section 4943(c) of the Internal Revenue Code; 4) shall not make any investments
in such manner as to subject the corporation to tax under Section 4944 of the
Internal Revenue Code; and 5) shall not make any taxable expenditures as
defined in Section 4945(d) of the Internal Revenue Code.
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Article 9, Amendment of Bylaws
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Section 1. Amendment
Subject to the power of the members of this corporation to adopt, amend or
repeal the Bylaws of this corporation and except as may otherwise be specified
under provisions of law, these Bylaws, or any of them, may be altered, amended
or repealed and new Bylaws adopted by approval of the membership committee
unless vetoed by the Board of Directors for reasons specified in Article (3)
sections (3) and (4) of these Bylaws.
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Article 10, Construction and Terms
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If there is any conflict between the provisions of these Bylaws and the
Articles of Incorporation of this corporation, the provisions of the Articles
of Incorporation shall govern.
Should any of the provisions or portions of these Bylaws be held unenforceable
or invalid for any reason, the remaining provisions and portions of these
Bylaws shall be unaffected by such holding.
All references in these Bylaws to the Articles of Incorporation shall be to the
Articles of Incorporation, Articles of Organization, Certificate of
Incorporation, Organizational Charter, Corporate Charter or other founding
document of this corporation filed with an office of this state and used to
establish the legal existence of this corporation.
All references in these Bylaws to a section or sections of the Internal Revenue
Code shall be to such sections of the Internal Revenue Code of 1986 as amended
from time to time, or to corresponding provisions of any future federal tax
code.
Section 1. Determination and Rights of Members
This corporation shall have both voting and non-voting classes of membership.
No member shall hold more than one membership in the corporation. Except as
expressly provided in or authorized by the Articles of Incorporation, the
Bylaws of this corporation or provisions of law, all memberships shall have the
same rights, privileges, restrictions and conditions.
Section 2. Qualifications of Members
The qualifications for membership in this corporation are as follows:
Any person shall be qualified to become a member upon payment of the initial
dues and shall continue as a member upon paying the annual dues. Any member
with the organization for a period longer than six months possesses the right
to become part of the voting membership committee.
Section 3. Admission of Members
Applicants shall be admitted to normal membership through payment of dues.
Members wishing to become part of the voting membership committee must meet the
qualifications above and submit an application.
Section 4. Fees and Dues
a.The following fee shall be charged for making application for
membership in the corporation: $5.00.
b.The annual dues payable to the corporation by members shall be an
amount as may be determined from time to time by resolution of the membership
committee or specified in the corporate Bylaws.
Section 5. Number Of Members
There is no limit on the number of members the corporation may admit.
Section 6. Membership Book
The corporation shall keep a membership book containing the name and address of
each member on the membership committee. Termination of the membership of any
member shall be recorded in the book, together with the date of termination of
such membership. Such book shall be kept at the corporation's principal
office.
Section 7. Nonliability of Members
A member of this corporation is not, as such, personally liable for the debts,
liabilities or obligations of the corporation.
Section 8. Nontransferability of Memberships
No member may transfer a membership or any right arising there from. All rights
of membership cease upon the member's death.
Section 9. Termination of Membership
The membership of a member shall terminate upon the occurrence of any of the
following events:
1.Upon his or her notice of such termination delivered to the President,
Secretary, or membership committee of the corporation personally, by mail, or
through the website, such membership to terminate upon the date of delivery of
the notice or date of deposit in the mail.
2.Upon a failure to renew his or her membership by paying dues on or
before their due date, such termination to be effective ninety (90) days after
a written notification of delinquency is given personally, mailed, or e-mailed
to such member by the Secretary of the corporation or the membership committee.
A member may avoid such termination by paying the amount of delinquent dues
within a ninety-day (90) period following the member's receipt of the written
notification of delinquency.
3.After providing the member with reasonable written notice and an
opportunity to be heard either orally or in writing, upon a determination by
the membership committee that the member has engaged in conduct materially and
seriously prejudicial to the interests or purposes of the corporation, that
member shall be expelled. Any person expelled from the corporation shall not
receive a refund of dues already paid for the current dues period.
All rights of a member in the corporation shall cease on termination of
membership as herein provided.
Section 10. Membership Committee Powers
Subject to the provisions of the laws of this state and any limitations in the
Articles of Incorporation and these Bylaws, the activities and affairs of this
corporation shall be conducted and all corporate powers shall be exercised by
or under the direction of the membership committee. The Board of Directors may
only exercise power over the decisions of the membership committee if those
decisions violate the corporation.s nonprofit status as specified in Section
501(c)(3) of the Internal Revenue Code or if the decisions of the membership
committee negatively affect the financial stability of the corporation or its
existing projects. Because of this the corporation must provide the Board of
Directors with any and all information necessary to make such informed
decisions.
Section 11. Duties of the Membership Committee
It shall be the duty of the membership committee to:
a.Perform any and all duties imposed on them collectively or
individually by law, by the Articles of Incorporation, or by these Bylaws;
b.Appoint and remove, employ and discharge, and, except as
otherwise provided in these Bylaws, prescribe the duties and fix the
compensation, if any, of all officers, agents, and employees of the
corporation;
c.Supervise all officers, agents, volunteers, and employees of
the corporation to assure that their duties are performed properly;
d.Meet at such times and places as required by these Bylaws;
e.Register their addresses with the Secretary of the corporation,
and notices of meetings mailed or telegraphed to them at such addresses shall
be valid notices thereof;
f.Preserve the corporation.s nonprofit status as specified in
Section 501(c)(3) of the Internal Revenue Code;
To the best of their ability defend the corporation against any circumstances
that may negatively affect the financial stability of the corporation or its
existing projects.
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Article 12, Meetings of Members
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Section 1. Place of Meetings
Meetings of members shall be held through IRC (Internet Relay Chat) on the
server irc.unixpunx.org in the channel #dod or at such other place or places as
may be designated from time to time by resolution of the membership committee.
Section 2. Regular Meetings
A regular meeting of members shall be held on the third Monday of the new-year,
at 10:00 PM, for the purpose of electing directors and transacting other
business as may come before the meeting. The candidates receiving the highest
number of votes up to the number of directors to be elected shall be elected.
Each voting member shall cast one vote, with voting being electronic only. The
annual meeting of members for the purpose of electing directors shall be deemed
a regular meeting.
Other regular meetings of the members shall be held on the third Monday of the
month, at 10:00 PM, for the purpose of conducting the business of the
organization.
If the day fixed for a regular meeting falls on a legal holiday, such meeting
shall be held at the same hour and place on the next business day.
Section 3. Special Meetings of Members
Special meetings of the members shall be called by the membership committee,
the Board of Directors, or, if different, by the persons specifically
authorized under the laws of this state to call special meetings of the
members.
Section 4. Notice of Meetings
Unless otherwise provided by the Articles of Incorporation, these Bylaws or
provisions of law, notice stating the place, day and hour of the meeting and,
in the case of a special meeting, the purpose or purposes for which the meeting
is called, shall be delivered not less than ten (10) nor more than fifty (50)
days before the date of the meeting, either personally, by electronic or snail
mail, or at the direction of the President, or the Secretary, or the persons
calling the meeting, to each member entitled to vote at such meeting. If
mailed, such notice shall be deemed to be 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 corporation, with postage prepaid. Personal notification
includes notification by telephone, electronic mail, or by facsimile machine,
provided however, in the case of facsimile and electronic mail notification,
the member to be contacted shall acknowledge personal receipt of the facsimile
or electronic mail notice by a return message or telephone call within
twenty-four hours of the first facsimile or electronic mail transmission.
The notice of any meeting of members at which directors are to be elected shall
also state the names of all those who are nominees or candidates for election
to the board at the time notice is given.
Whenever any notice of a meeting is required to be given to any member of this
corporation under provisions of the Articles of Incorporation, these Bylaws or
the law of this state, a waiver of notice in writing signed by the member,
whether before or after the time of the meeting, shall be equivalent to the
giving of such notice.
Section 5. Quorum for Meetings
A quorum shall consist of a majority of the voting members of the corporation.
Except as otherwise provided under the Articles of Incorporation, these Bylaws
or provisions of law, no business shall be considered by the members at any
meeting at which the required quorum is not present, and the only motion which
the Chair shall entertain at such meeting is a motion to adjourn.
Section 6. Majority Action As Membership Action
Every act or decision done or made by a super-majority, which require 3/4 of
the voting membership present in person or by proxy at a duly held meeting at
which a quorum is present is the act of the members, unless the Articles of
Incorporation, these Bylaws or provisions of law require a greater number.
Section 7. Voting Rights
Each member is entitled to one vote on each matter submitted to a vote by the
members. Voting at duly held meetings shall be by voice vote or by electronic
vote if necessary. Election of Directors, however, shall be by electronic
vote.
Section 8. Action by Electronic Ballot
Except as otherwise provided under the Articles of Incorporation, these Bylaws
or provisions of law, any action which may be taken at any regular or special
meeting of members may be taken without a meeting if the corporation provides
an electronic ballot to members entitled to vote on the matter. The ballot
shall:
1.set forth the proposed action;
2.provide an opportunity to specify approval or disapproval of each
proposal;
3.indicate the number of responses needed to meet the quorum requirement
and, except for electronic ballots soliciting votes for the election of
directors, state the percentage of approvals necessary to pass the measure
submitted; and
4.shall specify the date by which the electronic vote must be received
by the corporation in order to be counted. The date set shall afford members a
reasonable time within which to submit the ballots to the corporation.
Ballots shall be presented at the last meeting of any given year.
Approval of action by electronic ballot shall be valid only when the number of
votes cast by ballot within the time period specified equals or exceeds the
quorum required to be present at a meeting authorizing the action, and the
number of approvals equals or exceeds the number of votes that would be
required to approve the action at a meeting at which the total number of votes
cast was the same as the number of votes cast by electronic ballot.
Directors may be elected by electronic ballot. Such ballots for the election of
directors shall list the persons nominated at the time the ballots are
presented.
Section 9. Conduct of Meetings
Meetings of the membership committee shall be presided over by the Chairperson
of the Board, or, if no such person has been so designated or, in his or her
absence, the President of the corporation or, in his or her absence, by the
Vice President of the corporation or, in the absence of each of these persons,
by a Chairperson chosen by a majority of the directors present at the meeting.
The Secretary of the corporation shall act as Secretary of all meetings of
members, provided that, in his or her absence, the presiding officer shall
appoint another person to act as Secretary of the Meeting.
Meetings shall be governed by such procedures as may be approved from time to
time by the membership committee, as such rules may be revised from time to
time, insofar as such rules are not inconsistent with or in conflict with the
Articles of Incorporation, these Bylaws or with provisions of law.
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