The principal office of the Corporation shall be located in the City of Chewelah and the State of Washington. The Corporation may also maintain offices at such other places as the Board ofDirectors may, from time to time determine.
Section 1. Purpose.
Said corporation is organized exclusively for charitable, and educational, including, for such purposes, the making of distributions to organizations that qualify as exempt organizations undersection 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future tax code. The specific purpose of the corporation is to raise awareness about RSD, and provide support forthose whom have it, their families, and their friends.
Section 2. No private increment.
No part of the net earnings of the corporation shall inure to the benefit of or be distributable to its members, trustees, officers, or other private persons, except that the corporation shall beauthorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth in Section 1 hereof.
Section 3. No lobbying.
No substantial part of the activities of the corporation shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the corporation shall not participate in, orintervene 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 provision ofthese articles, this corporation shall not, except to an insubstantial degree, engage in any activities or exercise any powers that are not in furtherance of the purposes of the corporation
Section 4 - Dissolution.
See appendix A.
Section 5. Private Foundation.
In the event that the Corporation fails to qualify as a public charity under federal tax law and is considered a private foundation, the corporation shall comply with the following: a) It willdistribute its income for each tax year at such time and in such manner so that it will not become subject to the tax on undistributed taxable income imposed by section 4942 of the Internal RevenueCode, or corresponding provisions of any later federal tax laws; b) It will not engage in any act of self-dealing as defined in section 494 l(d) of the Internal Revenue Code, or correspondingprovisions of any later federal tax laws c) It will not retain any excess business holdings as defined in section 4943 (c) of the Internal Revenue Code, or corresponding provisions of any laterfederal tax laws; d) It will not make any investments in a manner that would subject it to tax under section 4944 of the Internal Revenue Code, or corresponding provisions of any later federal taxlaws and e) It will not make any taxable expenditures as defined in section 4945 (d) of the Internal Revenue Code, or corresponding provisions of any later federal tax laws.
Section 1. Place of meeting.
Any or all meetings of the members, and of the board of directors, of this corporation may be held within or outside the State of Washington, provided that no director meeting shall be held at aplace other than the office of USARSD.ORG, in the State of Washington, except pursuant to a bylaw or resolution adopted by the board of directors.
Section 2. Annual meeting of members.
An annual meeting of the members shall be held in each year on the 15th of September (subject to change by vote of the board for the first year, after that subject to change by vote of the fullmembership at a normal annual meeting or a special meeting), at the time best for the majority of voting members, one of the purposes of which shall be the election of a board of directors andofficers. Section 3. Notice of annual meeting of members. At least 30 days prior to the date fixed by section 2 of this article for the holding of the annual meeting of members, written notice of thetime and place of the meeting shall be mailed, as provided, to each member entitled to vote at the meeting. Section 4. Delayed annual meeting. If, for any reason, the annual meeting of the members isnot held on the day designated, the meeting may be called and held as a special meeting, and the proceedings may be there as at an annual meeting, provided that the notice of meeting shall be thesame required for the annual meeting, namely, not less than a 30-day notice. Section 5. Order of business at annual meeting. The order of business at the annual meeting of the members shall be asfollows: (a). Roll call (b). Reading notice and proof of mailing. (c). Reading of minutes of last preceding meeting (d). Report of president (e). Report of secretary (f). Report of treasurer (g).Election of directors (h). Election of Officers (i). Transaction of other business mentioned in the notice (j). Adjournment provided that, in the absence of any objection, the presiding officer mayvary the order of business at his or her discretion. Section 6. Special meetings of members. A special meeting of the members may be called at any time by the president, or by a majority of the boardof directors. The method by which the meeting may be called is as follows: upon receipt of a specification in writing setting forth the date and objects of the proposed special meetings, signed bythe president, or by a majority of the board of directors, the secretary or an assistant secretary shall prepare, sign and mail the notices requisite to the meeting. Notice may be signed by thestamped, typewritten or printed signature of the secretary or of an assistant secretary. Section 7. Notice of special meeting of members. At least 2 weeks prior to the date fixed for the holding ofany special meeting of members, written notice of the time, place and purposes of the meeting shall be mailed, as provided, to each member entitled to vote at the meeting. No business not mentionedin the notice shall be transacted at the meeting. Section 8. Organization meeting of board. At the place of the annual meeting of members and immediately following the meeting, the board of directorsas constituted upon final adjournment of the annual meeting shall convene for the purpose of electing officers and transacting any other business properly brought before it, provided, that theorganization meeting in any year may be held at a different time and place than that provided, by consent of a majority of the directors of the new board. Section 9. Regular meetings of board.Regular meetings of the board of directors shall be held not less frequently than once every 3 months but as often as required for business purposes, at the time and place as the board of directorsshall determine. No notice of regular meetings of the board shall be required. If no business is present at the time of the meeting, the meeting must still take place to discuss any business thatneeds to take place in the next quarter. Section 10. Special meetings of board. Special meetings of the board of directors may be called by the president at any time by means of written notice bymail of the time, place and purpose to each director as the president in his or her discretion shall deem sufficient, but action taken at any meeting shall not be invalidated for want of notice ifthe notice is waived as provided. Section 11. Notices and mailing. All notices required to be given by any provision of these bylaws shall state the authority pursuant to which they are issued (as,"by order of the president," or "by order of the board of directors" as the case may be) and shall bear the written, stamped, typewritten or printed signature of the secretary or assistant secretary.Every notice shall be deemed served when it has been deposited in the United States mail, with postage fully prepaid, plainly addressed to the addressee at his, her or its last address appearing uponthe membership record of this corporation. Section 12. Waiver of notice. Notice of the time, place and purpose of any meeting of the members or of the board of directors, may be waived by telegram,radiogram, cablegram or other writing, either before or after the meeting has been held.
Section 1. Quorum of members. Presence in person or by proxy of members representing at least 65% of the voting rights of this corporation shall constitute a quorum at any meeting of the members.Section 2. Quorum of directors. 75% of the directors shall constitute a quorum.
Voting, Elections and Proxies
Section 1. Who entitled to vote. Except as the articles, an amendment, or amendments otherwise provide, each member shall, at every meeting of the members, be entitled to one vote in person or byproxy upon each subject properly submitted to vote. Section 2. Proxies. A. No proxy shall be deemed operative unless and until signed by the member and filed with the corporation. In the absence of alimitation to the contrary contained in the proxy, it shall extend to all meetings of the members and shall remain in force three years from its date, and no longer. B. When someone votes by proxy,by sending their vote through the mail, their sealed ballot shall be opened at the end of the voting but before the official tally is released so as not to sway the vote in any way. This shall betrue for ALL mail in ballots. C. When someone votes by proxy, by phone call, the vote shall be told to two (2) different officers separately. Each officer shall write the name of the person votingand their vote on a piece of paper and seal it. The two (2) sealed papers shall be put together and opened together at the end of the voting as if it was a mail in ballot. If the two papers DONTagree then the person shall be called and will have to re vote. Section 3. Inspectors. Whenever any person entitled to vote at a meeting of the members requests the appointment of inspectors, amajority of the members present at that meeting and entitled to vote shall appoint not more than three inspectors, who need not be members. If the right of any person to vote at the meeting ischallenged, the inspectors shall determine the right. The inspectors shall receive and count the votes either upon an election or for the decision of any question and shall determine the result.Their certificate of any vote shall be prima facie evidence (Evidence good and sufficient at first glance).
Board of Directors
Section 1. Number and term of directors. The business, property and affairs of this corporation shall be managed by a board of directors composed of an odd number of individuals (no less than 5) whoshall be members of this corporation. Each director shall hold office for the term for which he or she is elected and until a successor is elected and qualified. Section 2. Permanent directors. Threepermanent directors shall constitute the nominating comity. The three permanent directors are: Jason Marin (Co-founder), Nikolai Jones (Co-founder), Benjamin Grisham (Registered Agent). They shall beresponsible for regular director duties, nominating directors and officers, and appointment of secretary and treasurer, and any other duties required of them. Section 3. Other Directors. The otherdirectors shall be divided into two groups, for the election purposes. Each group will alternate in years of election. At the first annual meeting of the members, the members of the board ofdirectors shall be divided into two groups of directors. The directors of the first group shall hold office for a term of one year; the members of the second group shall hold office for a term of twoyears. At all subsequent annual elections, directors shall be elected by the members for a term of two years to succeed the directors whose term then expires; provided that nothing shall be construedto prevent the reelection of a director. Section 4. Vacancies. Vacancies in the board of directors shall be filled by appointment made by the nominating committee. Each person appointed to fill avacancy shall remain a director until a successor has been elected by the members, who may make that election at their next annual meeting or at any special meeting called for that purpose. Section5. Action by unanimous written consent. If and when the directors severally or collectively consent in writing to any action to be taken by the corporation, that action shall be as valid a corporateaction as though it had been authorized at a meeting of the board of directors. Section 6. Power to make bylaws. The board of directors shall have the power to make and alter any bylaw or bylaws,including the fixing and altering of the number of the directors, provided, that the board shall not make or alter any bylaw or bylaws fixing the qualifications, classifications or term of office ofany member or members of the then existing board. Section 7. Power to elect officers. The nominating committee shall nominate a president, and one vice-president: to be approved by a super- majority(75%) of voting members present at the meeting when the election takes place. A secretary and a treasurer, shall be nominated by the nominating committee, and approved by a super-majority of theboard of directors. No officer except the president need be a member of the board, but a vice-presidents who is not a director shall not succeed to nor fill the office of president. The director'sshall have the executive authority to appoint: officer's, assistant officers, and directors for at least one (1) year. This executive power shall be renewed each year until there is a sufficientsufficient membership base to have officers and directors nominated from and a sufficient amount of members to vote on said nominees (25 members, outside of the existing director/officer base will beconstrued as sufficient member for a vote in this case) Section 8. Power to appoint assistant officers and agents (staff). The board of directors shall have the power to appoint other officers andagents as the board may deem necessary for the transaction of the business of the corporation. Section 9. Removal of officers and agents. Any officer or agent may be removed by the board of directorswhenever in the judgment of the board the business interests of the corporation will be served. Section 10. Power to form special committees. The board of directors may form special committees forthe sole purpose and duration of fulfilling the special purpose, once said purpose is fulfilled the committee shall be disbanded. Section 11. Power to fill vacancies of officers. The board shall havethe power to fill any vacancy in any office occurring from any reason. Section 12. Delegation of powers. For any reason deemed sufficient by the board of directors, whether occasioned by absence orotherwise, the board may delegate all or any of the powers and duties of any officer to any other officer or director, but no officer or director shall execute, acknowledge or verify any instrumentin more than one capacity. Section 13. Power to appoint executive committee. The board of directors shall have the power to appoint by resolution an executive committee composed of three directors,for every seven board members, who, to the extent provided in the resolution, shall have and exercise the authority of the board of directors in the management of the business of the corporationbetween meetings of the board. Section 14. Power to require bonds. The board of directors may require any officer or agent to file with the corporation a satisfactory bond conditioned for faithfulperformance of duties. Section 15. Compensation. The compensation of directors, officers, agents, and staff members (staff are individuals hired by the board of directors, and are different frommembers performing in-kind services. Members performing in-kind services are not entitled to compensation for said services and shall not be given the title of staff, but of worker.) may be fixed bythe board, and shall be in accordance with going rate for compensated service in the state where service is rendered and in accordance with the laws of Washington State. Members not falling into theabove mentioned categories cannot be compensated. I..E. A member cannot be compensated for casting their vote at the annual meeting. The total compensation shall not exceed 20% of total income.
Section 1. President. The president shall be nominated by the nominating committee, and must be a member of the board of directors. He or she shall be the chief executive officer of the corporationand shall preside over all meetings of the board and of the members. He or she shall have general and active management of the business of the corporation and shall see that all orders andresolutions of the board are carried into effect. The president shall be ex officio a member of all standing committees and shall have the general powers and duties of supervision and managementusually vested in the office of president of a corporation. Section 2. Vice-presidents. One vice-president shall be chosen from the membership of the board of directors, and one shall be chosen fromthe members. These vice-presidents elected from the board of directors has seniority. In the order of their seniority, shall perform the duties and exercise the powers of the president during theabsence or disability of the president. They shall also be given charge of member care and public relations as determined by them. I.E. Which one oversees member care and which oversees publicrelations. Section 3. Secretary. The secretary shall attend all meetings of the members and of the board of directors, and of the executive committee, and shall preserve in the books of thecorporation true minutes of the proceedings of all meetings. He or she shall safely keep in his or her custody the seal of the corporation and shall have authority to affix it to all instrumentswhere its use is required. He or she shall give all notices required by statute, bylaw or resolution and shall perform any other duties as may be delegated by the board of directors or by theexecutive committee. Section 4. Treasurer. The treasurer shall have custody of all corporate funds and securities and shall keep in the books belonging to the corporation full and accurate accountsof all receipts and disbursements and shall deposit all moneys, securities and other valuable effects in the name of the corporation in the depositories designated for that purpose by the board ofdirectors. He or she shall disburse the funds of the corporation as may be ordered and or authorized by the board of directors, taking proper vouchers for the disbursements, and shall render to thepresident and directors at the regular meetings of the board, and whenever requested by them, an account of all treasurer transactions and of the financial condition of the corporation. If requiredby the board he or she shall deliver to the president of the corporation, and shall keep in force, a bond in form, amount and with a surety or securities satisfactory to the board, conditioned forfaithful performance of the duties of the office, and for restoration to the corporation in case of death, resignation, retirement or removal from office, of all books, papers, vouchers, money andproperty of whatever kind in the possession or control of the treasurer and belonging to the corporation. Section 5. Assistant secretary and assistant treasurer. The assistant secretary, in theabsence or disability of the secretary, shall perform the duties and exercise the powers of the secretary. The assistant treasurer, in the absence or disability of the treasurer, shall perform theduties and exercise the powers of the treasurer. Both will carry out any other duties or delegated duties assigned by the upper power.
Execution of Instruments
Section 1. Checks and drafts. All checks, drafts and orders for payment of money shall be signed in the name of the corporation and shall be countersigned, by such officers or agents as the board ofdirectors shall from time to time designate for that purpose. One signature must be the treasurer or his or her assistant, to be deemed valid. The second signature must be one of the officers ordirectors. Section 2. Contracts, conveyances or other instruments. When the execution of any contract, conveyance or other instrument has been authorized without specification of the executingofficers, the president, or any vice-president, and the secretary, or assistant secretary, may execute it on behalf of this corporation and may affix the corporate seal. The board of directors shallhave the power to designate the officers and agents who shall have authority to execute any instrument in behalf of this corporation.
Power of Board To Borrow Money
After consulting with the Treasurer, the board of directors shall have the full power and authority to borrow money whenever in the discretion of the board the exercise of that power is required inthe general interests of this corporation, and in that case the board of directors may authorize the proper officers of this corporation to make, execute and deliver in the name and behalf of thiscorporation any notes, bonds, and other evidence of indebtedness as the board shall deem proper, and the board shall have the full power to mortgage the property of this corporation, or any part assecurity for the indebtedness, and no action on the part of the membership of this corporation shall be requisite to the validity of any note, bond, evidence of indebtedness or mortgage. If saidaction would incur debt greater than 15% of the previous years income or $2000, whichever is less, then super-majority approval of voting members would be required. The treasurer shall have soleauthority to call a special meeting for that vote.
Section 1. Qualifications. Any person seeking membership status can be granted it as long as they continually meet one of the two requirements for membership, As defined below: A) Monitory Payment-The dues of all members shall be a sum of $12 payable annually on September 10th each year. Any member in default in payment of dues shall be suspended from all privileges of membership, and if,after notice, the default is not cured within a period of 60 days, the membership of that member shall automatically terminate. B) In-kind Service ?- A person seeking membership can opt.to perform in-kind service in lieu of monitory payment. In-kind service must be approved by either the officers or the directors depending on service(s) rendered (Officers for Public relationsservice, Directors for administrative type services) Section 2. Rights. Member rights shall include the right to bring ideas to the membership for vote. The right to vote, and any other rights theorganization grants in the future. Section 3. Responsibilities. All members must agree to abide to the Bylaws, and directives of the officers and directors of USARSD.org. Any member may be removedfrom membership by a majority vote of the members present at any annual meeting or at any special meeting of the members called for the purpose, for conduct deemed prejudicial to this corporation,provided, that the member shall have first been served with written notice of the accusations and shall have been given an opportunity to produce witnesses, if any, and to be heard, at the meeting atwhich the vote is taken. A member may also voluntarily terminate their membership for any reason, by submitting, in writing, to the president or vice-president It is also to be understood that forummembership IS NOT the same as voting membership in USARSD.ORG, they are two completely different memberships. Forum membership is free, and only entitles you to post of the forum, where as votingmembership requirements, and rights, have been set forth in the above paragraphs.
Amendment of Bylaws
Section 1.Rules. Any member, officer, or director may recommend amendments or changes to the Bylaws. These bylaws may be amended, altered, added to or repealed by the affirmative vote of asuper-majority of the members entitled to vote at any regular or special meeting of the members if notice of the proposed amendment, alteration, addition or repeal is contained in the notice of themeeting, and by the affirmative vote of a super-majority of the board of directors. If the amendment, alteration, addition or repeal is proposed at a regular or special meeting of the board andadopted at a subsequent regular meeting; provided, that any bylaws made by the affirmative vote of a super-majority of the board of directors as provided here may be amended, altered, added to orrepealed by the affirmative vote of a super-majority of the members entitled to vote at any regular or special meeting of the members; also provided, that no change of the date for the annual meetingof members shall be made within 15 days before the day on which the meeting is to be held, unless consented to in writing, or by a resolution adopted at a meeting, by all members entitled to vote atthe annual meeting.
Section 1 ?- Indemnification. Any officer, director or employee of the Corporation shall be indemnified and held harmless to the full extent allowed by law. Section 2 ?-Insurance. The corporation may but is not required to obtain insurance providing for indemnification of directors, officers and employees.
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