BYLAWS OF PERSONAL TELCO PROJECT, INC.
These Bylaws of Personal Telco Project, Inc. (the “Corporation”) are intended to conform to the mandatory requirements of the Oregon Nonprofit Corporations Act (the “Act”). Any ambiguity arising between the Bylaws and the discretionary provisions of the Act shall be resolved in favor of the application of the Act.
ARTICLE I. PURPOSE
- The Corporation is organized exclusively for educational and charitable purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code of 1986 and as the same may hereafter be amended (the “Code”), including the making of distributions directly in support of such purposes or the making of distributions to organizations that qualify as exempt organizations under Section 501(c)(3) of the Code. References to sections of the Code shall be construed to include corresponding sections of any future federal tax code. The primary purpose of the Corporation shall be to create a city-wide wireless network to provide the members of the general public free access to educational resources available on the Internet from locations where such access is not presently available.
ARTICLE II. MEMBERSHIP
Section 1. Members
- This Corporation shall have members. A candidate for membership must be sponsored by an existing member and shall sign a membership agreement. Members shall be admitted only upon a majority vote of the Board of Directors. The Board of Directors may delegate the responsibility for admitting members to a committee appointed by the Board for that purpose. Members of the Corporation shall support the purposes of the Corporation.
Section 2. Dues
- Members shall be required to pay an annual membership fee as determined by the Board of Directors. The Board of Directors may waive such annual membership fees for members who provide certain services to the Corporation or who agree to serve in certain capacities for the benefit of the Corporation. B. Any member whose dues are unpaid or who ceases to provide services or serve in a designated capacity, whichever the case may be, shall automatically be considered to have resigned as a member from the Corporation. C. Any member who has resigned his or her membership may seek reinstatement by making application to the Board of Directors.
Section 3. Privileges of Membership.
- All members of record in good standing shall elect the Corporation’s Directors, other than the initial Directors, and may vote on such matters requiring approval of the members under the Act, Articles of Incorporation or these Bylaws.
- Any member of record in good standing may serve on the Board of Directors and/or hold office in the Corporation.
- No member may be expelled or suspended, and no membership may be terminated or suspended except as provided by the Act.
- Members may inspect or copy records of the Corporation as provided by the Act.
Section 4. Termination of Membership
Membership may be terminated at any time by a majority vote of the Board Of Directors, if so doing is in the best interest of the Corporation. If a member’s membership is to be terminated, the member shall (1) be given not less than 15 days’ prior written notice of the termination and the reasons therefore, and (2) have an opportunity to be heard by the Board of Directors either orally or in writing, not less than five days before the effective date of the expulsion, suspension or termination.
Section 5. Annual Meeting.
- Members shall hold a meeting at least once each calendar year, or more often as necessary, for the purpose of electing the Board of Directors of the Corporation and transacting such other business as may be properly brought before the meeting. The Board of Directors shall designate such date, time and place as it may choose for such meetings; provided, however, the annual meeting of the members shall be held no later than the 15th day of December of each calendar year.
Section 6. Special Meetings
- Special meetings of the members may be called by the President, the Board of Directors or upon the initiative of the members as provided by the Act.
Section 7. Notice
- Notice of the date, time, place and matters to be approved or purpose of the meeting of the members shall be given to the members at least seven (7) days, or if notice is mailed by other than first class or registered mail, no fewer than 30 nor more than 60 days before the meeting. Unless otherwise required under the Act, notice may be affected via electronic mail or other means of giving notice which is fair and reasonable when all the circumstances are considered.
Section 8. Waiver of Notice
- A member may at any time waive any notice required by the Act, the Articles of Incorporation or these Bylaws. Except as otherwise provided herein, such waiver must be in writing, signed by the member entitled to notice, specify the meeting for which notice is waived and be filed with the corporate records. A waiver of notice, whether before or after the time stated therein, shall be equivalent to the giving of such notice.
- The attendance of a member at a meeting shall constitute a waiver of notice of such meeting, except where a member attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened or where the member objects to the consideration of a particular matter not within the purpose of the meeting notice, when presented.
Section 9. Quorum and Voting.
- Those votes represented at a meeting of members shall constitute a quorum. If a quorum is present, the affirmative vote of the majority of the votes represented and voting shall be the act of the membership.
Section 10. Action by Written Ballot.
- Any action which may be taken at an annual, regular or special meeting of the members may be taken without a meeting if the Corporation delivers a written ballot to every member entitled to vote on the matter. The written ballot shall set forth the proposed action and shall provide an opportunity to vote for or against the proposed action. All solicitations for votes by written ballot shall indicate the number of responses needed to meet the quorum requirement, state the percentage of approvals necessary to approve such matter other than the election of Directors; and specify a reasonable time by which the ballot must be received by the Corporation in order to be counted. Approval by written ballot shall be valid only when the number of votes cast by ballot equals or exceeds any quorum required to be present at a meeting authorizing the action, and the number of approvals cast by ballot equals or exceeds the number of votes that would be required to approve the matter at such meeting.
Section 11. Action by Members Without a Meeting
- Any action required to be taken at a meeting of the members or any other action which may be taken at a meeting of the members, may be taken without a meeting if a consent in writing setting forth the actions so taken shall be signed by all the members entitled to vote with respect to the subject matter thereof. Such consent shall have the same effect and force as a unanimous vote of said members.
Section 12. Vote by Proxy.
- A member may appoint a proxy to vote or otherwise act for the member. A proxy is valid for 11 months unless a different period is expressly provided in the appointment or unless revoked by the member. An appointment of a proxy is effective when received by the Secretary or other officer or agent of the Corporation authorized to tabulate votes.
Section 13. Record Date.
- The record date for determining members entitled to notice of any meeting of the members of the Corporation, to demand a special meeting, to vote or to take any lawful action is ten business days prior to the delivery of the notice of the meeting, to the first member signing the demand for a special meeting, to the mailing of an action by consent or written ballot or to the adoption of a resolution by the board for other such lawful action in respect of which members are entitled to exercise rights. The Secretary shall prepare and make available a list of members entitled to vote at any meeting of members, in accordance with the provisions of the Act.
ARTICLE III. Board of DIRECTORS
Section 1. Function
The Board shall manage the business and affairs of the Corporation and shall exercise all the powers of the Corporation as provided by the law, the Articles of Incorporation, and these Bylaws, but subject to any restrictions imposed by the Act, the Articles of Incorporation, or these Bylaws. The Board may by resolution delegate to committees, including an Executive Committee of its own number, or to Officers of the Corporation, such powers and functions as it may designate from time to time.
Section 2. Number
The Board shall consist of at least three but not more than ten Directors. The exact number shall be fixed from time to time by resolution of the Board; provided, however, no decrease in the number of Directors shall have the effect of shortening the term of any incumbent Director.
Section 3. Term
- The Board of Directors shall be divided into two groups for the purpose of staggering the initial terms. Each group shall consist of approximately one-half of the Directors. At the initial meeting of the Board of Directors, the Directors shall, by lot, divide themselves into the two groups. The Directors of the first group shall serve a term of only one year. The Directors of the second group shall serve a term of two years. Thereafter the members of each group shall serve two years, with the term of each group of the Directors ending in each successive year. There shall be no limit on the number of terms which a Director may serve. A Director shall hold office for the time for which he or she is elected or until his or her successor is elected and qualified or until his or her resignation or removal.
- All Directors shall serve at the pleasure of the Board.
Section 4. Election Procedure
At each annual meeting of the Board, the successors to the Directors whose terms expire that year shall be elected.
Section 5. Annual Meeting
The Board shall hold regular meetings. The Board shall, by its own resolution, designate such dates, times and places as it may choose for such meetings; provided, however, the annual meeting of the Board shall be held no later than the 15th day of December of each calendar year.
Section 6. Special Meetings
Special meetings of the Board may be called by the President and must be called by the President upon the written request of at least two Directors. Notice of a special meeting of the Board shall be mailed, electronically mailed, hand-delivered or given verbally to each Director not less than seven days prior to the meeting. The notification shall include the date, time, place and agenda of the special meeting.
Section 7. Waiver of Notice
A Director may at any time waive any notice required by the Act, the Articles of Incorporation or these Bylaws. Except as otherwise provided herein, such waiver must be in writing, signed by the Director entitled to notice, specify the meeting for which notice is waived and be filed with the corporate records. A waiver of notice, whether before or after the time stated therein, shall be equivalent to the giving of such notice. The attendance of a Director at a meeting shall constitute a waiver of notice of such 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.
Section 8. Quorum
A majority of the Directors in office immediately before the meeting begins shall constitute a quorum at any meeting. When a quorum is present, the vote of the majority of the Directors at such meeting shall be the act of the Board unless a greater vote is required by the Act, the Articles of Incorporation or these Bylaws.
Section 9. Presumption of Assent
A Director of the Corporation who is present at a meeting of the Board at which action on any corporate matter is taken shall be presumed to have assented to the action taken, unless his dissent shall be entered in the minutes of the meeting. Such right to dissent shall not apply to a Director who voted in favor of such action.
Section 10. Removal or Resignation of Directors
1. Any Director of the Corporation may resign from such position by delivering written notice of the resignation to the Board, the President or Secretary, but such resignation shall be without prejudice to the contract rights, if any, of the Corporation. 2. Any Director elected by the members or appointed by the Board to fill the vacancy of a Director elected by the members may be removed by the members, with or without cause, at a meeting called for the purpose of removing the Director. The notice for such meeting must state that the purpose, or one of the purposes, of the meeting is removal of the Director. The removal of a Director shall be without prejudice to the contract rights, if any, of the person so removed. The election or appointment of a Director shall not of itself create contract rights.
Section 11. Vacancies
In the event of a vacancy, the Board shall, by a majority vote, appoint an interim Director for the uncompleted term.
Section 12. Compensation
Directors shall not be compensated for their services as Directors. The Directors may, upon approval by the Board, be reimbursed by the Corporation for necessary expenses incurred in the execution of their duties and responsibilities.
Section 13. Conflict of Interest
No Director shall be liable to account to the Corporation for any profit realized by the Director from or through any transaction or contract of the Corporation; provided, however, in the case of any such contract or transaction requiring authorization by the Board, no Director who personally or through any firm or corporation is interested in such a contract or transaction shall be entitled to vote thereon, although such Director may be counted in determining whether a quorum is present at any meeting upon which action thereon is taken; and such Director shall be responsible for disclosing to the Board his or her interest in any such contract or transaction.
Section 14. Action By Directors Without A Meeting
Any action required to be taken at a meeting of the Directors of this Corporation, or any other action which may be taken at a meeting of the Directors, may be taken without a meeting if a consent in writing setting forth the actions so taken shall be signed by all the Directors entitled to vote with respect to the subject matter thereof. Such consent shall have the same effect and force as a unanimous vote of said Directors.
Section 15. Advisory Board
- Board of Advisors. The Directors may appoint a Board of Advisors (the “Advisors”). The Advisors shall have no ultimate authority but shall only serve in an advisory capacity. The Advisors shall meet with the Directors at least annually to review the Corporation’s policies and offer advice and counsel.
- Privileges of Advisors. The Advisors may attend Director meetings and participate in discussions. Advisors shall have no vote and shall not be counted in any quorum.
- Number and Term. The Board of Advisors shall consist of not less than one nor more than twenty Advisors. The Directors shall from time to time fix the number of Advisors. The number of initial Advisors shall be one. The term of each Advisor shall be one year. There shall be no limit on the number of terms that an Advisor may serve. All Advisors shall serve at the pleasure of the Directors.
- Election Procedure. At any regular or special meeting of the Directors, the Directors may elect or appoint Advisors.
- Removal or Resignation of Advisors. Any Advisor may resign from such position by delivering written notice of the resignation to the Directors, but such resignation shall be without prejudice to the contract rights, if any, of the Advisor or the Corporation. The Directors may remove any Advisor, with or without cause, by a vote of the majority of the Directors, whenever in their judgment the best interests of the Corporation would be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed. The election or appointment of an Advisor shall not of itself create contract rights.
ARTICLE IV. OFFICERS
Section 1. Officers
The Officers of the Corporation shall be a President, a Secretary and a Treasurer. Each Officer shall be elected by the Board at its annual meeting from among the Directors. Each Officer shall serve for a term of one year. Officers shall assume their respective duties immediately upon election.
Section 2. Duties of Officers
1. President - The President shall preside over all meetings of the Board and shall discharge such other duties as may be prescribed from time to time by the Board. The President shall designate the members and Officers of each standing committee and each other committee created by the Board from time to time. 2. Secretary - The Secretary shall keep or cause to be kept the minutes of the meetings of the Board and of any standing or temporary committees thereof; shall be responsible for the timely preparation and delivery of all notices to be given in accordance with the provisions of these Bylaws, the Articles of Incorporation or as required by the Act; shall be responsible for authenticating the records of the Corporation as duly authorized or required by the Act; and shall perform such other duties as may be prescribed from time to time by the Board. 3. Treasurer - The Treasurer shall be the legal custodian of all the corporate funds and securities; shall deposit all funds in the name of the Corporation in such bank or banks as the Board shall by resolution specify; shall keep proper account books and perform such other duties as may be prescribed from time to time by the Board.
Section 3. Other Officers
The Board may by resolution create such additional and special Officers as may be considered necessary or desirable in addition to those hereinabove described. The appointment, tenure, removal and succession of persons to hold such offices shall be as the Board shall provide.
Section 4. Compensation and Expenses
Unless otherwise established by the Board, no Officer shall be compensated for his or her services as an Officer. Expenses incurred in connection with performance of an Officer’s official duties may be reimbursed upon approval of the Board.
Section 5. Resignation or Removal
Any Officer of the Corporation may resign from such position by delivering written notice of the resignation to the Board, but such resignation shall be without prejudice to the contract rights, if any, of the Corporation. Any Officer or agent elected or appointed by the Board may be removed by the Board, with or without cause, when in its judgment the best interests of the Corporation would be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed. The election or appointment of an Officer or agent shall not of itself create contract rights.
Section 6. Vacancies
Vacancies in any office caused by any reason shall be filled by the Board at any meeting by selecting a suitable and qualified person to act during the unexpired term.
ARTICLE V. COMMITTEES OF THE BOARD
Section 1. Standing Committees
- Standing committees may be appointed by the President for a term of one year.
Section 2. Special Committees
- A special committee, such as a nominating committee, may be appointed by the President for such time as is necessary to complete its purpose.
ARTICLE VI. RIGHT OF PARTICIPATION
No person shall be denied the services or facilities of this organization or be excluded from participation or service herein because of race, age, color, sex, creed, religion, handicap, sexual orientation or national origin, and discrimination of any kind in respect hereof is expressly prohibited.
ARTICLE VII. DEPOSITORIES, SIGNATURES AND SEAL
Section 1. Depositories
All funds of the Corporation shall be deposited in the name of the Corporation in such bank, banks or other financial institutions as the Board may from time to time designate and shall be drawn on checks, drafts or other orders signed on behalf of the Corporation by the Treasurer and/or such other person or persons as the Board may from time to time designate.
Section 2. Contracts
All contracts, deeds and other instruments shall be signed on behalf of the Corporation by the President or by such other Officer or agent as the Board may from time to time designate.
Section 3. Seal
The Corporation shall have no seal.
Section 4. Borrowing
Notwithstanding any other provision in these Bylaws, no Officer or agent of this Corporation shall have authority to borrow any funds on behalf of the Corporation, or to hypothecate any assets thereof, for corporate purposes or otherwise, except as expressly stated in a resolution approved by a majority of Directors, duly entered in the minutes of the Board. No loans shall be made by the Corporation to any Director or Officer.
Section 5. Gifts
The Board may accept on behalf of the Corporation any contribution, gift, bequest or devise for the general purpose of the Corporation, and any such contribution, gift, bequest, or devise is subject to the Board’s acceptance.
ARTICLE VIII. AMENDMENTS
These Bylaws may be amended by a majority vote of the Board then in office at any regular or special meeting of the Board provided that the notice given for such meeting indicates that such amendments will be considered, and provided further, that such notice be delivered to all the members of the Corporation, and that members be allowed to attend such meeting and be heard regarding the proposed amendment(s).
ARTICLE IX. INDEMNIFICATION
Section 1. Directors and Officers
Pursuant to ORS 65.387 to 65.414, the Corporation shall indemnify, to the fullest extent provided in the Act, any Director or Officer who was or is a Party or is threatened to be made a Party to any Proceeding (other than an action by or in the right of the Corporation) by reason of or arising from the fact that such person is or was a Director or Officer of the Corporation. The determination and authorization of indemnification shall be made as provided in the Act.
Section 2. Advance of Expenses
The Corporation may pay for or reimburse the reasonable Expenses incurred by a Director or Officer who is a Party to a Proceeding in advance of final disposition of the Proceeding as provided in the Act.
Section 3. Insurance
At the discretion of the Board, the Corporation may purchase and maintain insurance on behalf of any person who is or was a Director or Officer of the Corporation against any Liability asserted against such person and incurred by such person in any such capacity, or arising out of such person’s status as such, whether or not the Corporation would have the power to indemnify such person against such Liability under the provisions of this Article.
Section 4. Purpose and Exclusivity
The indemnification referred to in the various sections of this Article shall be deemed to be in addition to and not in lieu of any other rights to which those indemnified may be entitled under any statute, rule of law or equity, provision of the Articles of Incorporation, agreement, vote of the Board or otherwise.
Section 5. Definitions
The terms used in this Article shall have the same meanings given them in ORS 65.387 to 65.414.
ARTICLE X. DISSOLUTION
Upon the dissolution of the corporation, assets shall be distributed for one or more exempt purposes within the meaning of section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code, or shall be distributed to the federal government, or to a state or local government, for a public purpose. Any such assets not so disposed of shall be disposed of by the court of appropriate jurisdiction of the county in which the principal office of the corporation is then located, exclusively for such purposes or to such organizations, as that court shall determine which are organized and operated exclusively for such purposes.
I hereby certify that I was the Secretary of the first Directors’ meeting of the Corporation and that the foregoing Bylaws in twelve typewritten pages numbered consecutively from 1 to 12 were and are the Bylaws adopted by the Directors of the Corporation at that meeting.
- Lucas Sheehan, Secretary