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.
(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.
4.11.10 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.
(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_____________________________________
1.) PRESIDENT: Michael Coleman Odegard, alias Mode_____________________________________