Monday, November 11, 2019

Bylaws


Bylaws for CyberHawk
an Oregon nonprofit public benefit organization

ARTICLE 1: GENERAL

The name of this corporation is CyberHawk, which operates as a public benefit corporation under the Oregon Nonprofit Corporation Act. It is organized and operated exclusively for charitable, scientific, literary and educational purposes. The purpose of this corporation is to engage in lawful activities, none of which are for profit, for which corporations maybe be organized under Chapter 65 of the Oregon Revised Statues (or its corresponding future provisions and Section 501(c)(3) of the Internal Revenue Code (or its corresponding future provisions).

ARTICLE 2: CORPORATE OFFICERS

The principal place of business of the corporation shall be located at such place as the Board of Directors may from time to time select. The corporation may have officers either within or without the State of Oregon as the Board of Directors may from time to time determine or as the business corporation may require.

ARTICLE 3: MEMBERS

The corporation shall have no members.

ARTICLE 4: BOARD OF DIRECTORS

4.1 Powers. The business affairs of the corporation shall be managed by its board of directors, which may exercise all such powers of the corporation and do all other lawful acts that are not prohibited or directed or required to be performed by others under the statutes of the State of Oregon, the Articles of Incorporation or these Bylaws. Other specific duties include, without limitation:

(a) delegation of any corporate powers to an officer or employee of the corporation (to the extent permitted by Oregon law and these Bylaws).

(b) hiring, supporting, evaluating, and replacing the Chief Executive Officer.

(c) hiring, supporting, evaluating and replacing the President.

(d) hiring, supporting, evaluating and replacing the Treasurer.

(e) hiring, supporting, evaluating and replacing the Secretary.

(f) hiring, supporting, evaluating and replacing the Webmaster.

(g) hiring, supporting, evaluating and replacing the Attorney at Law.

(h) establishing the annual budget of the corporation.

(I) acting as an ambassador of CyberHawk within communities.

4.2 Number of Directors. The number of directors of the corporation may vary between a maximum of six directors and a minimum of three directors, the exact number to be fixed from time to time by resolution of the Board of Directors, but no decrease in the number of directors shall have the effect of shortening the term of any incumbent director.

4.3 Election of Directors. Members of the Board of Directors shall be elected as officers by a majority of the then-current members of the Board of Directors at the annual meeting.

4.4 Term of Office. Each member of the Board of Directors shall serve a two year term.

4.5 Vacancies. A vacancy occurring on the Board of Directors shall be filled at a special meeting of the Board of Directors called for that purpose by the affirmative vote of a majority of the remaining directors, though the remaining directors are less than a quorum. The new director shall serve only the predecessor's unexpired term.

4.6. Removal. A member of the Board of Directors may be removed, without cause, by a vote of two thirds (2/3) of the members of the Board of Directors at a regular meeting or special meeting called for that purpose. The notice for the meeting shall state that the purpose of the meeting is the removal of the member of the Board of Directors in question.

4.7 Employees and Volunteers. Employees and volunteers may be appointed by the Board of Directors by a vote of two thirds, (2/3) of the members of the Board of Directors at a regular or special meeting called for the purpose of establishing CyberHawk employees and volunteers. Employees and volunteers have no vote at annual, regular or special meetings. They are not officers and have none of the powers described in 4.1. They may be appointed to satisfy the purposes of CyberHawk inside and outside the State of Oregon as employees or volunteers to and for the Board of Directors in Oregon. They are positions to be created only for purposes of increased, not for profit, public service. Employees and volunteers of CyberHawk are subject to the direction and leadership as provided by the Board of Directors. They may be removed at any time, without cause, by the Chief Executive Officer or majority vote of the Board of Directors.

4.8 Regular meetings of the Board of Directors. Regular meetings of the Board of Directors shall be held each month at such time and place as shall be determined by the Board of Directors.

4.9 Annual Meeting of Board of Directors. The annual meeting of the Board of Directors shall take place at such time and place as shall be determined by the Board of Directors.

4.10 Quorum for Meetings of the Board of Directors. A majority of the number of the directors then serving on the Board of Directors shall constitute a quorum for the transaction of business at any meeting. The act of the majority of directors present at any meeting at which a quorum is present shall be the act of the Board of Directors. However, two thirds (2/3) of the number of directors then serving on the Board of Directors shall constitute a quorum for the purposes of (I) amending the Articles of Incorporation, the corporation’s Mission Statement or these bylaws, or (ii) the removal of a member of the Board of Directors.

4.11 Compensation. The members of the Board of Directors of this corporation shall serve with compensation equal to the royalty payment for the registered Trademark, CyberHawk, minus what is paid in royalty for merchandise (5.1.3 d).

4.11.1 CyberHawk Trademark and Royalty Payment. The Board of Directors was first established by Mode (Michael Coleman Odegard), Jeff Cox and Mikaela Baily in unanimous agreement the Trademark for CyberHawk is the original design of Mode, acquired by the corporation to benefit the public. The cost to acquire the right to the Trademark for the Board of Directors is a 1% royalty on whatever cost involves the use of the Trademark. That sum is his royalty (Mode, Michael Coleman Odegard) to be paid at the annual meeting and for as long as the corporation exists regardless of his standing with the Board of Directors.

4.11.2 Annual Compensation for the Board of Directors. 1% of all costs associated with use of the CyberHawk Trademark is to be paid to each member of the Board of Directors, annually. All costs to the corporation involving the use of the Trademark are increased by 1% to pay the annual royalty and an additional 1% for every member of the Board of Directors.

(a) the Trademark royalty and annual payment to members of the Board of Directors are the original costs to the corporation and establishes a 4% to 7% administrative cost for CyberHawk, for its Board of Directors. Additional administrative costs may be accounted for and paid.

(b) the Trademark may not be used for profit of the Board of Directors, only as needed for public benefit.

(c) monies earned for the royalty payment by Mode (Michael Coleman Odegard) are not for his profit and compensation for his protection of the integrity of CyberHawk as a non profit organization, indefinitely.

(d) if the Board of Directors votes by two-thrids (2/3) to remove Mode (Michael Coleman Odegard) from the Board of Directors, he retains the royalty payment. If he resigns, he retains the royalty payment. His royalty is his reasonable compensation for three years developing CyberHawk as a non profit organization prior to filing as such with the State of Oregon, for the benefit of the public. He may gift his royalty to the corporation, at any time, in writing. Excluding such gift, by Living Will or in writing, the royalty payment for CyberHawk’s Trademark is to remain the property of Mode (Michael Coleman Odegard)’s estate in the event of his death.

(e) the costs the Board of Directors are expected to bear on behalf of the corporation are the reasons for the annual compensation of the Board of Directors. Although reimbursements for costs may be paid by the corporation to members of the Board of Directors, those costs would be the exception to regular business of the corporation. The annual compensation for the Board of Directors, like the royalty payment, is reasonable payment for services rendered to the corporation by members of the Board of Directors.

4.11.3 Trademark. The CyberHawk Trademark cannot be sold, leased nor the terms of royalty payment be changed. Whenever the Trademark is used without cost to the corporation, no royalty nor annual payment for the Board of Directors is to be paid.

(a) Use of the CyberHawk trademark is expressly for the Board of Directors and corporation.

(b) A CyberHawk web page, knowledge base, is to be established. Once it is 1% of its operating costs is to be set aside by the corporation to pay the royalty and an additional 1% for every member of the Board of Directors. There is no compensation for additional electronic use of the Trademark beyond that associated with the website.

(c) CyberHawk seminar materials and window stickers are created by the Board of Directors for the purpose of public presentation and certification of community members who may pass the CyberHawk test—a test to be issued on Internet WiFi safety by officers, employees, volunteers and/or independent contractors of the corporation. The value of the seminars, their materials and window stickers is to be increased by 1% to pay the royalty and an additional 1% for every member of the Board of Directors for their annual payment (administrative costs).

(d) CyberHawk merchandise may be created by the corporation by the Board of Directors whenever there is not for profit cause and such merchandise serves the purposes of the corporation. Whenever merchandise is created, no cost shall be paid to the Board of Directors as with other costs. Only a 1% administrative cost, for the royalty, is applied to CyberHawk merchandise. Merchandise may include but is not limited to clothing, posters, decorative items (pins, buttons, stickers not for windows/certification, etc.)

(e) Commissions are to be paid to CyberHawk officers and non-staff directors who provide the public service of a seminar when it approved by the Board of Directors, for communities so they might become Cyberhawk certified for safe operation of a private or public Internet WiFi networks. The commissions are to be 30%, 20% or 10% respective to the value and cost of the seminar. Members of the Board of Directors and non-staff directors, employees receive the commission as reasonable compensation for the service rendered; to afford appropriate attire; transportation and accommodations for delivering the seminar service. It also is compensation for their time preparing for and presenting the seminar. The actual cost of each seminar is to be determined by the Board of Directors. A sliding fee schedule, value of the seminar in accord with commission rate, determines the value, cost and commission for CyberHawk seminars. The commission rate is to be predetermined same as the royalty and Board of Directors annual payment costs. The commission is to be paid within two weeks (14 days) after a seminar is given, by the Treasurer, payroll company or Board of Directors.

(f) Monies received in excess of costs of maintaining the website, producing seminar materials, paying commissions, trademark and annual administrative costs received by the corporation in the form of donation or seminar services are to be held by the corporation to build an endowment; trust; savings or checking accounts. It can also be spent to produce public service announcements promoting CyberHawk to the public or may otherwise be spent for public benefit. Trademark royalty and administrative costs for the Board of Directors are applied to public service announcements; its production costs and promotional fees in media are base costs increased by the royalty and administrative costs. The corporation can spend to hire employees and reimburse them and volunteers for reasonable expenses.

(g) Reasonable costs to members of the Board of Directors, employees or volunteers working on behalf of CyberHawk may be reimbursed by the corporation if they exceed the reasonable compensation afforded by annual compensation or commission.

4.11.4 Use of Communications Equipment. The Board of Directors may permit any or all directors to participate in a regular or special meeting by, or conduct the meeting through, use of any means of communication by which all directors participating may simultaneously hear each other during the meeting. A director participating in a meeting by this means is deemed to be present in person at the meeting.

4.11.5 Open Meetings. With the exceptions stated herein, meetings of the Board of Directors or any of its committees, employees and volunteers shall be open to the public. Meetings shall be closed to the public whenever the purpose of the meeting is to consider matters relating to individual employees; proprietary information; litigation, commercial or financial information obtained from a person on a privileged or confidential basis; the purchase of property or services whenever premature exposure of such purchase would compromise the business interest of the corporation; or any other matter that the Board of Directors determines, in its reasonable discretion, to require confidentiality. If any such meeting is closed pursuant to the provisions of this section, the reasons for closing the meeting shall be noted in the minutes of that meeting.

4.11.6 Chairperson and Vice-Chairperson of the Board of Directors.

4.11.7 Election of Chairperson and Vice-Chairperson. One member of the Board of Directors shall be elected as the Chairperson of the Board of Directors (the “Chairperson”) and one person shall be elected as the Vice-Chairperson of the Board of Directors (the “Vice- Chairperson”) at the annual meeting of the Board of Directors by a majority of the ten-current members of the Board of Directors.

4.11.8 Term of Office. The Chairperson and the Vice-Chairperson shall each serve two year terms with no limit on the number of total terms.

4.11.9 Removal. The Chairperson and the Vice Chairperson may each be removed, without cause, by a vote of two-thirds (2/3) of the members of the Board of Directors at a regular meeting or special meeting called for that purpose.

4.11.10 Duties of the Chairperson. The Chairperson shall preside at all meetings of the Board of Directors and shall be the inspector of all elections of directors and certify those who are elected as such. The Chairperson shall meet regularly with the Chief Executive Officer and serve as a liaison between the Board of Directors and the Chief Executive Officer.

4.11.11 Duties of the Vice-Chairperson. The Vice-Chairperson shall carry-out the duties of the Chairperson in his or her absence. In the event that the Chairperson resigns or is removed by the Board of Directors, the Vice Chairperson shall serve as the interim Chairperson until the election of a new Chairperson.

4.11.12 Vacancy. A vacancy occurring in the position of Chairperson or Vice-Chairperson shall be filled at a regular meeting of the Board of Directors or at a special meeting called for that purpose. The new Chairperson or Vice-Chairperson shall serve only the predecessor's unexpired term.

ARTICLE 5: NOTICE

5.5 Effectiveness of Notice. Wherever notice is required in these Bylaws, such notice may be oral or written unless otherwise specified for a particular kind of notice. Notice may be communicated in person, by telephone, by email or other form of wire or wireless communication, by mail or private carrier, including publication in a newsletter or similar document mailed to a director’s address. Written or email notice by the corporation to a director is effective when mailed if it is correctly addressed to the director’s address or email address shown in the corporation’s current records of members and if it is mailed post paid, in case in of written mail. In other instances, personal written notice, if in a comprehensible form, is effective at the earliest of the following: when received; five days after its postmark, if mailed by United States mail correctly addressed and with first class postage affixed; on the date shown on the return receipt, if sent by registered or certified mail, return receipt requested, and the receipt is signed by or on behalf of the addressee; or 10 days after its deposit in the United States mail if mailed correctly addressed and with other than first class, registered or certified postage affixed.

5.6 Special Meetings. Special meetings of the Board of Directors may be called by (i) the Chairperson or by a simple majority of the members of the Board of Directors or by any four (4) directors, whichever is lesser. Notice of any special meetings shall be delivered to each director by telephone, email or mail at least two (2) days prior to the special meeting. Notice shall include the date, time and place of the meeting and the purpose of the special meeting.

5.7 Waiver of notice.

5.7.1 Directors. A director may at any time waive any notice required by these Bylaws, the Articles of Incorporation or the Oregon Nonprofit Corporation Act. The waiver must be in writing, be signed by the director entitled to the notice, specify the meeting for which the notice is waived and be filed with the minutes or corporate records. A director’s attendance at a meeting waives objection to:

(a) Lack of notice or defective notice of the meeting, unless the director at the beginning of the meeting objects to holding the meeting or transacting business at the meeting; and

(b) Consideration of a particular matter at the meeting that is not within the purpose or purposes described in the meeting notice, unless the director objects to considering the matter when it is presented.

5.7.2 Attendance. A Director’s attendance at or participation in a meeting waives any required notice to the director of the meeting unless the director, at the beginning of the meeting, or promptly upon the director’s arrival, objects to holding the meeting or transacting business at the meeting and does not thereafter vote for or assent to any action taken at the meeting.

5.7.3 Notice and Objection. Whenever any notice is required to be given to any director under the provisions of the Oregon Nonprofit Corporation law, the Articles of Incorporation or these Bylaws, a waiver thereof in writing, signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the required notice. The presence of a director at any meeting shall constitute a waiver of any notice required for the meeting, except where a director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened.

ARTICLE 6: ACTION WITHOUT MEETING

6.1 Directors Actions. Any action required or permitted to be taken at the Board of Directors’ meeting, except the removal of a director, the Chief Executive Officer or President, may be taken without a meeting by written consent if the action is taken by all members of the Board of Directors.

6.2 Effectiveness of Action Without Meeting. Action taken under this Article 6 shall be evidenced by one or more written consents describing the action taken, signed by each Board Director and director, as the case may be, and included in the minutes or filed with the corporate records reflection the action taken. Action taken under this Article 6 is effective when the last director signs the consent, unless the consent specifies tan earlier or later effective date. A consent signed under this section has the effect of a meeting vote and may be described as such in any document.

ARTICLE 7: OFFICERS

7.1 Officers. The corporation shall have the following officers: a Chief Executive Officer, a President, a Treasurer, a Secretary, a Webmaster and Attorney at Law (the “Officers”). The same individual may simultaneously hold more than one office of the corporation.

7.2 Other Employees. The Chief Executive Officer, President and Treasurer may hire such other employees, volunteers or independent contractors as he/she deems necessary or desirable; provided, however, that the salary and/or wages of such employees or independent contractors shall not exceed the amount budgeted for such expenses in the annual budget of the corporation, as determined by the Board of Directors.

7.3 Compensation. The salary of the Board of Directors is the annual compensation equal to the Trademark royalty payment, minus that sum which may include merchandise (4.11.2 and 4.11.3 d). The wages and/or salaries of any other employees or independent contractors of the corporation shall be established by the Chief Executive Officer, subject to the limitations set forth (7.2).

7.4 Removal of Employees and Independent Contractors. Any employee, volunteer or independent contractor elected or hired by the Board of Directors may be removed by majority vote of all the directors then serving on the board whenever their judgment and best interests of the corporation would so be served. Such removal shall be without prejudice to the contractual rights, if any, of the person so removed.

7.4.1 Privilege of the Chief Executive Officer. Any employee or independent contractor may be removed by the Chief Executive Officer or by the Board of Directors (by a majority vote of all the directors then serving on the board) or by such other member of the Board of Directors whenever in his, her or their judgment the best interests of the corporation will be served thereby. Such removal shall be without prejudice to the contractual rights, if any, of the person so removed. If any employee or independent contractor position should become vacant for any reason, the vacancy shall be filled by the Chief Executive Officer, subject to the limitations set forth (7.2).

7.5 Restoration of Corporate Property. On the death, resignation, retirement or removal from office of any member of the Board of Directors, employee, volunteer, independent contractor or agent, all books, papers, vouchers, money and any other property of whatever kind in their possession or under their control that belong to the corporation shall be restored to the corporation.

ARTICLE 8: DUTIES OF OFFICERS

8.1 Chief Executive Officer. The Chief Executive Officer (CEO) shall be chief executive officer of the corporation. The CEO shall see to the general and active management of the business affairs of the corporation and shall see that all orders and resolutions of the Board of Directors are carried into effect. The CEO shall meet regularly with the Chairperson to serve as liaison between the Board of Directors and the employees, volunteers and independent contractors of the corporation.

8.2 President. The President shall be chief officer regarding the organization’s management of the Trademark, to ensure its integrity as a not for profit organization and public service to benefit communities. The President shall report to the Board of Directors the state of integrity for the Trademark, as said, and serve at the Board of Director’s discretion to uphold the purpose of the corporation and champion its mission. If an Attorney at Law is elected to the board, the President will act as liaison between the Attorney at Law and Board of Directors.

8.3 Treasurer. The Treasurer shall oversee the employees and volunteers whose duty it is to receive all monies and funds of the corporation and deposit the same in the bank or banks designated by the Board of Directors. The Treasurer shall ensure that full accurate books of accounts are kept and shall make such reports of such official financial transactions of the corporation as may time to time be required by the Board of Directors, and shall perform such other duties as may be prescribed by the Board of Directors.

8.4 Secretary. The Secretary shall have responsibility for preparing minutes of the directors’ meetings of the Board of Directors and committees as required under the provisions of the Oregon Nonprofit Corporation Act, the Articles of Incorporation and these Bylaws, and shall perform such other duties as may be prescribed by the Board of Directors or the Chief Executive Officer.

8.5 Webmaster. The Webmaster shall have the responsibility for managing the CyberHawk website once it is established and/or re-established by the Chief Executive Officer and shall perform such other duties as may be prescribed by the Chief Executive Officer in accord with the provisions of the Oregon Nonprofit Corporation Act, the Articles of Incorporation and these Bylaws.

8.6 Attorney at Law. The Attorney at Law shall have the responsibility for advising the Board of Directors, upon their request, at a meeting. The Attorney at Law shall have no vote at any meeting and only serves as a member of the Board of Directors to advise and consent. The Attorney at Law may object to or at a meeting (5.7.3). Otherwise the Attorney at Law shall perform such other duties as may be prescribed by the President in accord with the provisions of the Oregon Nonprofit Corporation Act, the Articles of Incorporation and these Bylaws.

ARTICLE 9: CORPORATE INDEMNITY

9.1 Indemnification of Directors. This corporation will indemnify to the fullest extent not prohibited by law any person who is made or threatened to be made a party to an action, suit, or other proceeding, by reason of the fact that the person is or was a member of the Board of Directors, employee, volunteer or fiduciary (Mode aka Michael Coleman Odegard, the Attorney at Law, etc.) within the meaning of the Oregon Nonprofit Corporation Act, the Articles of Incorporation and these Bylaws. No amendment to Article 9 that limits the corporation’s obligation to indemnify any person shall have any effect on such obligation for any act or omission that occurs prior to the effective date of the amendment is given to the person. The corporation shall interpret this indemnification provision to extend to all persons covered by its provisions the most liberal possible indemnification-substantively, procedurally, and otherwise.

9.1.1 Liability. Except as provided in section 9.1, the corporation will indemnify an individual made a party to a proceeding because the individual is or was a director against liability incurred in the proceeding if:

(a) the conduct of the individual was in good faith;

(b) the individual reasonably believed that the individual’s conduct was in the best interests of the corporation, or at least not opposed to its best interests; and

(c) in the case of any criminal proceeding, the individual had no reasonable cause to believe the individual’s conduct was unlawful.

9.1.2 Conduct. A director’s conduct with respect to an employee benefit plan for a purpose the director reasonably believed to be in the interests of the participants in and beneficiaries of the plan is conduct that satisfies the requirement (9.1.1 b).

9.1.3 Termination. The termination of a proceeding by judgment, order, settlement, conviction or upon a pleas of nolo contendere or its equivalent is not, of itself, determinative that the director did not meet the standard of conduct described in this Article 9.

(a) The corporation may not indemnify a director in connection with a proceeding by or in the right of the corporation in which the director was ajudged liable to the corporation; or

(b) in connection with any other proceeding charging improper personal benefit to the director in which the director was adjudged liable on the basis that personal benefit was improperly received by the director.

9.2 Mandatory Indemnification. Unless limited by the Articles of Incorporation, the corporation must indemnify a director who was wholly successful, on the merits or otherwise, in the defense of any proceeding to which the director was a party because of being director of the corporation against reasonable expenses incurred by the director in connection with the proceeding.

9.3 Advance for Expenses.

9.3.1 Expenses of the Corporation. The corporation will pay for or reimburse the reasonable expenses incurred by a director who is a party to a proceeding in advance of final disposition of the proceeding if:

(a) the director furnishes the corporation with written affirmation of the director’s good faith belief that the director has met the standard of conduct described in Article 9; and

(b) the director furnishes the corporation a written undertaking, executed personally or on the director’s behalf, to repay the advance if it is ultimately determined that the director did not meet the standard of conduct described in Article 9. The undertaking required for this must be an unlimited general obligation of the director but need not be secured and may be accepted without reference to financial ability to make repayment.

(c) Any authorization of payments under Article 9 may be made by provision in the Articles of Incorporation or these Bylaws, by a two-thirds (2/3) resolution of the Board of Directors or by contract.

9.4 Determination and Authorization of Indemnification.

9.4.1 Authorization. The corporation may not indemnify a director under Article 9 unless authorized in the specific case after a determination has been made that indemnification of the director is permissible in the circumstances because the director has met the standard of conduct set forth in Article 9.

9.4.2 Determination. A determination that indemnification of a director is permissible must be made:

a) by the board of directors by majority vote of a quorum consisting of directors not at the time parties to the proceeding;

(b) if a quorum cannot be obtained under Article 9, by a majority vote of the Board of Directors duly designated, consisting solely of two or more directors not at the same time parties to the proceeding;

(c) by special legal counsel or by council of the Attorney at Law not at the same time parties to the proceeding in a manner prescribed in Article 9 or, if a quorum of the board cannot be obtained under Article 4.10 and a committee cannot be designated under Article 9, the special legal council and/or Attorney at Law will be selected by majority vote of the full board of directors including directors who are parties to the proceeding; or

(d) Authorization of indemnification and evaluation as to reasonableness of expenses will be made in the same manner as the determination that indemnification is permissible, expect that if the determination is made by special legal counsel, authorization of indemnification and evaluation as to reasonableness of expenses will be made by those entitled under Article 9 to select counsel.

(e) If the corporation is a public benefit corporation, a director may not be indemnified until 20 days after the effective date of written notice to the Attorney General of the State of Oregon of the proposed indemnification.

9.5 Indemnification of Non-Staff Directors and Employees. Unless the Articles of Incorporation provide otherwise:

(a) a employee(s) or volunteer(s) is entitled to mandatory indemnification under Article 9 to the same extent as a director;

(b) the corporation will indemnify and advance expenses under Article 9 to a employee or volunteer under Article 9 to the same extent as a director; and

(c) the corporation will indemnify and advance expenses under Article 9 to an employee, volunteer or agent of the corporation to the same extent as to a director.

9.6 Non Exclusivity of Rights. The indemnification and provisions for advancement of expenses provided in this Article 9 will not be deemed exclusive of any other rights to which directors, employees, volunteers or agents may be entitled under the Articles of Incorporation or these Bylaws, any agreement, general or specific action of the board of directors, vote of members or otherwise, and will continue as to a person who has ceased to be a director, officer, employee or agent and will inure to the benefit of the heirs, executors and administrators of such a person. This Article 9 does not limit the corporation’s power to pay or reimburse expense incurred by a director in connection with the director’s appearance as a witness in a proceeding at a time when the director has not been made a named defendant or respondent to a proceeding.

9.7 Insurance. The corporation may purchase and maintain insurance on behalf of an individual against liability asserted against or incurred by the individual who is or was a director, employee, volunteer or agent of the corporation, or who while a director, employee, volunteer or agent of the corporation, is or was serving at the request of the corporation as a director, employee, partner, trustee, volunteer or agent of another foreign or domestic business or nonprofit corporation, partnership, joint venture, trust, employee benefit plan or other enterprise. The corporation may purchase and maintain the insurance even if the corporation has no power to indemnify the individual against the same liability under this Article 9 or the Oregon Nonprofit Corporation Act.

9.8 Liability for Directors. The personal liability of any member of the Board of Directors or uncompensated agent of the corporation to the corporation of monetary damages for conduct as a board director or non-staff director is hereby eliminated to the fullest extent allowed by law. However, this provision shall not eliminate or limit liability of a director for:

(a) any breach by a member of the Board of Directors or officer’s duty of loyalty to the corporation;

(b) acts of omissions not in good faith or which involve intentional misconduct or a knowing violation of law;

(c) any unlawful distribution; any transaction from which the director derives an improper personal benefit;

(d) Any act or omission in violation of Oregon Revised Statues Sections 65.361 to 65.367 of the Oregon Nonprofit Corporation Act. If the Oregon Nonprofit Corporation act is amended, after this Bylaw becomes effective, to authorize corporate action further eliminating or limiting the personal liability of members of the Board of Directors and its assigns shall be eliminated or limited to the fullest extent permitted by any such amendments. No change in the law shall reduce or eliminate the rights a provisions set forth in this Bylaw unless the change in law specifically requires such reduction or elimination.

9.9 Definitions. As used in this Article 9.

(a)
“corporation” includes any domestic or foreign predecessor entity of the corporation in a merger or other transaction in which the predecessor’s existence ceased upon consummation of the transaction.

(b) “director” means an individual who is or was a director of the corporation, member of the Board of Directors or an individual who while director of the corporation is or was serving at the corporation’s request as a director, partner, trustee, employee, volunteer or agent of another foreign or domestic business nonprofit corporation, partnership, joint venture, trust, employee benefit plan or other enterprise. A director is considered to be serving an employee benefit plan at the corporation’s request if the director’s duties to the corporation also impose duties on, or otherwise involve services by, the director to the plan or to participants in or beneficiaries of the plan. “Director” includes, unless the context requires otherwise, the estate or personal representative of a director.

(c) “expenses” include attorney fees.

(d) “liability” means the obligation to pay a judgment, settlement, penalty, fine, including an excise tax assessed with respect to an employee benefit plan, or reasonable expenses actually incurred with respect to a proceeding.

(e) “officer” means an individual who is or was an officer of the corporation or an individual who, while an officer of the corporation, is or was serving at the corporation’s request as a director, officer, partner, trustee, employee, volunteer or agent of another foreign or domestic corporation, partnership, joint venture, trust, employee benefit plan or other enterprise. An officer is considered to be serving an employee benefit plan at the corporation’s request if the officer’s duties to the corporation also impose duties on or include services by the officer to the employee benefit plan or to participants in or beneficiaries of the plan. “Officer” includes, unless the context requires otherwise, the estate or personal representative of an officer.

(f) “party” includes an individual who was, is or is threatened to be made a named defendant or respondent in a proceeding.

(g) “proceeding” means any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative and whether formal or informal.
(h) “employee benefit plan” means the corporation’s method of supporting employees, volunteers, partners, trustees and independent contractors so contracted with the corporation.

ARTICLE 10: LOANS, CONTRACTS AND BANK ACCOUNTS

No money shall be borrowed, contracts executed, or bank accounts opened by the corporation without authority of the Board of Directors. For security purposes, the Board of Directors may authorize the execution and delivery of a mortgage or trust deed upon any of the real property belonging to the corporation or the pledging of any of the personal property of the corporation. Such authorization having been given, the Chief Executive Officer, in conjunction with the Treasurer and Secretary, shall execute in the name of the corporation the authorized notes, mortgages, trust deeds and pledges.

ARTICLE 11: AMENDMENTS

These Bylaws may be amended or repealed, in whole or in part, by the affirmative vote of two-thirds (2/3) of all directors then on the Board of Directors at any regular or special meeting called for that purpose, provided that notice of the proposed amendment is given in the notice of the meeting or notice thereof is waived in writing by all directors.



Adopted by the Board of Directors this ______ day of _______________


1.) PRESIDENT: Michael Coleman Odegard, alias Mode_____________________________________

Bylaws

Bylaws for CyberHawk an Oregon nonprofit public benefit organization ARTICLE 1: GENERAL The name of this corporation is Cyber...