This Corporation, Warpstock, Inc., is created under chapter 55A of the general statutes of the state of North Carolina, The Nonprofit Corporation Act for the following purposes: To produce an annual conference which provides education, information and social opportunities to the entire OS/2 community.
OS/2 is defined as a computer operating system marketed by IBM. OS/2 and IBM are the registered trademarks of the International Business Machines Corporation.
The purpose of the Corporation may not be altered except as an amendment to these bylaws, which shall require a two-thirds majority vote.
The Corporation is not organized, nor shall it be operated, for pecuniary gain or profit, and it does not contemplate the distribution of gains, profits or dividends to its Board of Directors and is organized solely for non-profit purposes. The property, assets and profits and net income of the Corporation are irrevocably dedicated to the purposes set forth in Section 1. hereof, and no part of its profits or income shall ever inure to the benefit of any Director or Officer thereof or to the benefit of any private person.
There are no members in the Corporation.
The criteria for Membership in the Corporation may not be altered except as an amendment to these bylaws, which shall require a two-thirds majority vote of the Board of Directors.
The general management of the affairs of the Corporation shall be vested in the Board of Directors who shall be selected as provided in the bylaws.
There shall be seven (7) Members of the Board of Directors, with four (4) directors elected in even-numbered years, and three (3) directors elected in odd-numbered years.
The term of office of each Member of the Board of Directors shall be two (2) years, or until the director's successor is elected.
In order to be eligible to hold office, the individual under consideration must meet the following requirements:
Members of the Board of Directors shall be eligible for reelection to no more than two consecutive terms.
The President of the Board of Directors or any two Directors acting in concert may call a special meeting as specified in Article 4. Meetings of Directors Section 8.
Meetings of the Directors of the Corporation shall take place in person or using an electronic mailing list or on an electronic forum such as CompuServe or such other forum as may be selected by the Board of Directors. All Directors must have access to the electronic forum that is the site of the continuous meeting of the Directors, and maintain a regular presence there.
The Board of Directors meets electronically on a regular schedule as determined by the Board of Directors, using the Internet Relay Chat or other such electronic forum as may be selected by the Board of Directors. All Directors must have access to the electronic forum that is the site of the meetings of the Directors.
Annual Meetings of the Directors of the Corporation shall be held once each year at the same time as the annual conference. The time is to be fixed by the Board of Directors. Final and official notice of the time and place of the Annual Meeting shall be provided to each Director not less than ten, nor more than fifty days prior thereto and shall specify the matters to be discussed and voted upon. No business may come before an Annual Meeting, which is not so specified. The board may choose to hold the Annual Meeting electronically.
At any meeting of the Directors, each Director shall have one vote.
At all meetings, a quorum shall consist of sixty percent (60%) of the number of Directors. If there is less than this number, the presiding officer may adjourn the meeting from time to time until a quorum is present. No business except presentation of officer and committee reports and adjournment may be transacted in the absence of a quorum.
Action at any meeting of Directors may be taken by a simple majority vote of a quorum, except as to any requirements for a vote specifically set forth in these bylaws. No actions may be taken without a quorum present, even if a quorum was present at the start of the meeting.
The President shall chair all meetings. In the absence of the President, the chair shall pass to the Vice President, and then to the remaining Officers of the Corporation, in the order they are named in Article 7. Duties of Officers. The meetings shall be governed by Roberts Rules of Order, Newly Revised (1990 edition). Where these bylaws and Roberts Rules do not agree, these bylaws shall prevail.
Special Meetings of the Board of Directors of the Corporation may be called from time to time as specified in Article 3. Government, Section 6. Directors shall be deemed to have acted in concert for purposes of the preceding sentence if they have provided written or electronic notice to the Secretary of the request for a Special Meeting, such request to specify the matters to be addressed at such meeting. Notice of the time and place of a Special Meeting shall be provided to each Member not less than two, nor more than seven days prior thereto and shall specify the matters to be discussed and voted upon at such Special Meeting. No business may come before a Special Meeting which is not so specified.
Only the President of the Board of Directors or the Vice President may call for an end of discussion and for a vote on a proposal and such call shall constitute the beginning of the "voting period".
The voting period for any issue or election at the continuous meeting shall be 168 hours (7 days). Should the electronic forum which is used for the meeting be unavailable to the Directors for 6 or more continuous hours during the voting period, the voting period shall be extended for an additional 24 hours.
In lieu of voting on an electronic forum, a Director may send in a written or electronic vote to the Secretary or other designated person and it shall be counted if received during the voting period.
The Officers of the Corporation shall consist of a President, Vice President, Secretary, and Treasurer. The Officers of the Corporation are elected on an annual basis from the Members of the Board of Directors. The term of office of each Officer shall be one (1) year, or until the Officer's successor is elected.
The President of the Board of Directors shall establish a nominating committee consisting of two current members of the Board of Directors and two representatives from the annual event team (see Article 10. Annual Event Team, Section 1.). The nominating committee will prepare a slate of candidates to fill the expiring positions. Members of the nominating committee may not be nominated for any position. The Board of Directors will vote to approve or reject each of the proposed candidates. The nominating committee may vote to limit the total number of nominees to not more than 4 for each position.
At the first meeting of a new Board of Directors, officers shall be elected before any other business is conducted.
Resignation from the Board must be in writing and received by the Secretary.
A Board member may be removed from office by a majority vote if he misses more than three consecutive regularly scheduled Board of Director meetings. A Board member may be removed for any other reason by a three-fourths vote of the remaining directors of record.
If a vacancy occurs among the Board of Directors, the Secretary or any other officer of the Corporation shall request nominations for new members from present Board members no less than five (5) days in advance of a Board meeting. These nominations shall be sent out to Board members with the regular Board meeting announcement, and be voted upon at the next Board meeting. These vacancies will be filled only to the end of the particular Board member's term.
The President shall preside at all meetings of the Corporation and shall have the right to vote at such meetings. In the case of a tie the President shall have the power to cast an additional vote to break the tie. The President shall act as chief executive Officer of the Corporation, coordinate the activities of the Officers and the committees and shall provide guidance and leadership in the day-to-day operation and functioning of the Corporation.
In the absence of the President, the Vice-President shall perform the duties assigned to the President.
The Secretary shall prepare and post the agenda, provide notification of and keep the minutes of all meetings of the Board of Directors. The Secretary shall print and sign the approved minutes and place a copy in the Corporate minutes binder to serve as part of the official corporate record. The Secretary shall also store printed copies of all committee reports, organizational documents, bylaws, rules of order and standing rules, and other corporate records. The Secretary shall be responsible for all official correspondence for the corporation. The Secretary shall make copies of the minutes and organizational documents available to members at reasonable times and places, and to call the roll when required. The Secretary shall keep copies of the minutes and organizational documents in an Internet accessible electronic repository for the use of the Members of the Board. This repository to be determined by the Board.
The Treasurer shall keep accurate books of account, prepare and present periodic operating statements and balance sheets to the Board of Directors, and deposit and withdraw funds of the Corporation under the direction of the Board of Directors, and file the necessary tax returns and documentation. All expenditures exceeding $1000 will require the signatures of both the President and the Treasurer. Either the President or the Treasurer may sign expenditures of $1000 or less.
The Board of Directors shall have general charge and management of the affairs, funds and property of the Corporation. They shall have full power and it shall be their duty to carry out the purposes of the Corporation according to its charter and bylaws; to employ personnel for the carrying out of the Corporation's objectives.
Any action required or permitted to be taken by the Board of Directors may be taken without a meeting if all Members of the Board consent in writing, or through electronic or other means approved by the President, to the- adoption of- a resolution authorizing the action.
The Board of Directors shall create all standing committees. Creation of a committee will require the documentation of the purpose, the requirements for a quorum, and procedures for filling vacancies. Each committee shall have a chairman appointed by the President of the Board of Directors.
Meetings of the Board may be called and governed in such manner as the Board may from time to time determine.
A quorum of the Board shall consist of 60% of the Members of the Board. If a motion has been open for voting during a continuous meeting for one week, a quorum shall consist of 50% of the Members for the purpose of that particular motion. In the absence of a quorum, no voting or actions by members of the Board may be taken.
The Corporation shall indemnify and hold harmless from all costs and expenses (including reasonable attorneys fees) of any person who was or is an elected or appointed Officer or director of the Corporation and is threatened to be or has been made a party to an action, claim, or other proceeding arising out of such person's performance, purported performance, or failure to perform, any duties on behalf of the Corporation. Such indemnification shall not extend to liabilities arising out of a person's gross negligence, misfeasance or willful misconduct.
The Board of Directors is authorized to obtain Directors and Officers liability insurance to shield such persons from liability for all costs, expenses and attorneys fees arising out of the conduct of their duties as Directors and Officers, except for liabilities arising out of their gross negligence, misfeasance or willful misconduct.
The Board of Directors may select other individuals to assist in the production and coordination of the annual conference and these individuals shall be known as the Annual Event Team.
The Annual Event Team is responsible for site selection, speaker and exhibitor recruitment, volunteer management, network management, and general day to day activities pertaining to the annual event.
The Annual Event Team must submit the following items to the Board of Directors for approval:
The Annual Event Team may not enter into any contracts on behalf of Warpstock, Inc. An authorized officer of the Corporation must sign all contracts.
Other duties not explicitly identified in the bylaws may be assigned to the Annual Event Team by a majority vote of the Board of Directors.
The Corporation can be dissolved only upon a two-thirds majority vote of a quorum. On dissolution or winding up of the Corporation its assets remaining after the payment of, or provision for the payment of, all debts and liabilities shall be distributed to a non-profit fund, foundation or Corporation which is organized and operated exclusively for educational or charitable purposes and which has established its tax exempt status under Section 501(c)(3) of the Internal Revenue Code of 1986, as the same may be amended from time to time. If the Corporation holds any assets outside the state of its incorporation they shall be disposed of in such manner as may be necessary by a decree of a court of competent jurisdiction in accordance with the laws of such jurisdiction.
All notices or communications required or permitted hereunder may be mailed through the United States Post Office or by electronic means to their last known addresses as shown in the records of the Corporation, and proof of such mailing by return receipt or electronic acknowledgment shall constitute presumptive evidence of such mailing thereof.
These bylaws may be amended only by a two-thirds majority vote of the Board of Directors provided that notice of the purport of any proposed amendment has been stated in the call for the meeting.
The fiscal year of the Corporation shall be as determined by the Board of Directors.
The Board of Directors may authorize any officer or officers, agent or agents of the Corporation in addition to the officers so authorized by these bylaws, 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.
The Corporation will keep correct and complete books and records of account and will also keep minutes of the proceedings of its officers, Board of Directors, and committees having any of the authority of the Board of Directors, and will keep at the registered or principal office a record giving the names and addresses of the directors entitled to vote. All books and records of the Corporation may be inspected by any director, or his agent or attorney for any proper purpose at any reasonable time.
The use of pronouns in these Bylaws is intended generically.