BYLAWS
OF
The Obscure Organization
(as amended May 4thNovember
9th, 2002)
ARTICLE 1
OFFICES
SECTION 1. PRINCIPAL OFFICE
The
principal office of the corporation may be located within or outside the State
of Virginia as the board of directors may designate from time to time.The principal office of the corporation is located
at 300 South Jackson Street, in Arlington County, in the Commonwealth of
Virginia.
SECTION
2. CHANGE OF ADDRESS
The
designation of the county or state of the corporation's principal office may be
changed by amendment of these Bylaws. The Board of Directors may change the
principal office from one location to another within the named county by noting
the changed address and effective date below, and such changes of address shall
not be deemed, nor require, an amendment of these Bylaws:
___________________________________
Dated: ______________
___________________________________
Dated: ______________
___________________________________
Dated: ______________
SECTION
3. OTHER OFFICES
The
corporation may also have offices at such other places, within or without its
state of incorporation, where it is qualified to do business, as its business
and activities may require, and as the board of directors may, from time to
time, designate.
ARTICLE 2
MEMBERS
SECTION
1. DETERMINATION AND RIGHTS OF MEMBERS
The
corporation shall have only one class of members. No member shall hold more
than one membership in the corporation. Except as expressly provided in or
authorized by the Articles of Incorporation, the Bylaws of this corporation, or
provisions of law, all memberships shall have the same rights, privileges,
restrictions and conditions.
SECTION
2. QUALIFICATIONS OF MEMBERS
The
qualifications for membership in this corporation are as follows: Any natural
person may be a member of this corporation.
SECTION
3. ADMISSION OF MEMBERS
Applicants
shall be admitted to membership after submitting an application containing the
applicant's full legal name, the applicant's postal address, and payment of
membership dues.
SECTION
4. FEES AND DUES
Dues and
fees for membership shall be set from time to time by the Board of Directors.
SECTION
5. NUMBER OF MEMBERS
There is
no limit on the number of members the corporation may admit.
SECTION
6. MEMBERSHIP BOOK
The
corporation shall keep a membership book containing the name and address of
each member. Termination of the membership of any member shall be recorded in
the book, together with the date of termination of such membership. Such book
shall be kept at the corporation's principal office.
SECTION
7. NONLIABILITY OF MEMBERS
A member
of this corporation is not, as such, personally liable for the debts,
liabilities, or obligations of the corporation.
SECTION
8. NONTRANSFERABILITY OF MEMBERSHIPS
No
member may transfer a membership or any right arising therefrom. All rights of
membership cease upon the member's death.
SECTION
9. TERMINATION OF MEMBERSHIP
The
membership of a member shall terminate upon the occurrence of any of the
following events:
(1) Upon
his or her notice of such termination delivered to the President or Secretary
of the corporation personally or by mail, such membership to terminate upon the
date of delivery of the notice or date of deposit in the mail.
(2) If
this corporation has provided for the payment of dues by members, upon a
failure to renew his or her membership by paying dues on or before their due
date, such termination to be effective thirty (30) days after a written
notification of delinquency is given personally or mailed to such member by the
Secretary of the corporation. A member may avoid such termination by paying the
amount of delinquent dues within a thirty (30) day period following the
member's receipt of the written notification of delinquency.
(3)
After providing the member with reasonable written notice and an opportunity to
be heard either orally or in writing, upon a determination by the Board of
Directors that the member has engaged in conduct materially and seriously
prejudicial to the interests or purposes of the corporation. Any person
expelled from the corporation shall receive a refund of dues already paid for
the current dues period.
All
rights of a member in the corporation shall cease on termination of membership
as herein provided.
ARTICLE 3
MEETINGS
OF MEMBERS
SECTION
1. PLACE OF MEETINGS
Meetings
of members shall be held at the principal office of the corporation or at such
other place or places as may be designated from time to time by resolution of
the Board of Directors.
SECTION
2. REGULAR MEETINGS
An
annual meeting of the members shall be held each year for the purpose of
electing directors and transacting other business as may come before the
meeting. The annual meeting shall be
held during the last calendar quarter of the year at a place and time to be
determined by the board of directors.The candidates receiving the highest
number of votes up to the number of directors to be elected shall be elected.
Each voting member shall cast one vote, with voting being by ballot only. The
annual meeting of members for the purpose of electing directors shall be deemed
a regular meeting.
SECTION
3. SPECIAL MEETINGS OF MEMBERS
Special
meetings of the members shall be called by the Board of Directors, the
President of the corporation, or by petition of ten percent (10%) or more of
the members in good standing of the corporation.
SECTION
4. NOTICE OF MEETINGS
Unless
otherwise provided by the Articles of Incorporation, these Bylaws, or
provisions of law, notice stating the place, day and hour of the meeting and,
in the case of a special meeting, the purpose or purposes for which the meeting
is called, shall be delivered not less than ten (10) nor more than fifty (50)
days before the date of the meeting, either personally or by mail, by or at the
direction of the President, or the Secretary, or the persons calling the
meeting, to each member entitled to vote at such meeting. If mailed, such
notice shall be deemed to be delivered when deposited in the United States mail
addressed to the member at his or her address as it appears on the records of
the corporation, with postage prepaid. Personal notification includes
notification by telephone or by electronic mail, provided however, in the case
of electronic mail notification, the member to be contacted shall acknowledge
personal receipt of the electronic mail notice by a return message or telephone
call within seventy two hours of the first electronic mail transmission.
The
notice of any meeting of members at which directors are to be elected shall
also state the names of all those who are nominees or candidates for election
to the board at the time notice is given.
Whenever
any notice of a meeting is required to be given to any member of this
corporation under provisions of the Articles of Incorporation, these Bylaws, or
the law of this state, a waiver of notice in writing signed by the member,
whether before or after the time of the meeting, shall be equivalent to the
giving of such notice.
SECTION
5. QUORUM FOR MEETINGS
A quorum
shall consist of ten (10) percent of the voting members of the corporation.
Except
as otherwise provided under the Articles of Incorporation, these Bylaws, or
provisions of law, no business shall be considered by the members at any
meeting at which the required quorum is not present, and the only motion which
the Chair shall entertain at such meeting is a motion to adjourn.
SECTION
6. MAJORITY ACTION AS MEMBERSHIP ACTION
Every
act or decision done or made by a majority of voting members present in person
or by proxy at a duly held meeting at which a quorum is present is the act of
the members, unless the Articles of Incorporation, these Bylaws, or provisions
of law require a greater number.
SECTION
7. VOTING RIGHTS
Each
member is entitled to one vote on each matter submitted to a vote by the
members. Voting at duly held meetings shall be by voice vote. Election of
Directors, however, shall be by written ballot.
SECTION
8. ACTION BY WRITTEN BALLOT
Except
as otherwise provided under the Articles of Incorporation, these Bylaws, or
provisions of law, any action which may be taken at any regular or special
meeting of members may be taken without a meeting if the corporation
distributes a written ballot to each member entitled to vote on the matter. The
ballot shall:
1. set
forth the proposed action;
2.
provide an opportunity to specify approval or disapproval of each proposal;
3.
indicate the number of responses needed to meet the quorum requirement and,
except for ballots soliciting votes for the election of directors, state the
percentage of approvals necessary to pass the measure submitted; and
4. shall
specify the date by which the ballot must be received by the corporation in
order to be counted. The date set shall afford members a reasonable time within
which to return the ballots to the corporation.
Ballots
shall be mailed or delivered in the manner required for giving notice of
membership meetings as specified in these bylaws.
Approval
of action by written ballot shall be valid only when the number of votes cast
by ballot within the time period specified equals or exceeds the quorum
required to be present at a meeting authorizing the action, and the number of
approvals equals or exceeds the number of votes that would be required to
approve the action at a meeting at which the total number of votes cast was the
same as the number of votes cast by ballot.
Directors
may be elected by written ballot. Such ballots for the election of directors
shall list the persons nominated at the time the ballots are mailed or delivered.
SECTION
9. CONDUCT OF MEETINGS
Meetings
of members shall be presided over by the President of the corporation or, in
his or her absence, by the Vice President of the corporation or, in the absence
of all of these persons, by a Chairperson chosen by a majority of the voting
members, present at the meeting. The Secretary of the corporation shall act as
Secretary of all meetings of members, provided that, in his or her absence, the
presiding officer shall appoint another person to act as Secretary of the
Meeting.
Meetings
shall be governed by Robert's Rules of Order, as such rules may be revised from
time to time, insofar as such rules are not inconsistent with or in conflict
with the Articles of Incorporation, these Bylaws, or with provisions of law.
ARTICLE 24
NONPROFIT PURPOSES
SECTION 1. IRC SECTION 501(c)(3) PURPOSES
This
corporation is organized exclusively for one or more of the purposes as
specified in Section 501(c)(3) of the Internal Revenue Code, including, for
such purposes, the making of distributions to organizations that qualify as
exempt organizations under Section 501(c)(3) of the Internal Revenue Code.
Section
2. SPECIFIC OBJECTIVES AND PURPOSES
The specific objectives and
purposes of this corporation shall be: to operate a set of Internet-connected
computer servers for educational and research purposes, to provide free
electronic mailing lists that may benefit the local community or global
intentional communities, and to provide the members with opportunities to
experiment with the arts and technology.
SECTON
2. EXCLUSION OF FOR-PROFIT ACTIVITIES
The
resources of this corporation are not to be used for creation or maintenance of
a for-profit business. The following
are prohibited uses of obscure.org: use of obscure.org as the primary e-mail
account for a for-profit business; use of the obscure.org e-mail address on
business cards, business letterhead, or business advertising used by a
for-profit business; posting advertising for a for-profit business to
newsgroups from an obscure.org account; and maintenance of web pages on
obscure.org advertising a for-profit business.
The following are permitted: maintenance of a resume on the obscure.org
server; use of an obscure.org e-mail address for job searches, or on a resume;
use of the resources of this corporation for scientific and technological
research intended to benefit the general public; use of the resources of this
corporation for the creation, development and promotion of works of literature,
music, visual art and performance art (not including works of art offered for
sale by or used in the promotion of a for-profit business); and links from a
personal web page on obscure.org to a business web page on another server.
ARTICLE 35
DIRECTORS
SECTION 1. NUMBER,
ELECTION, AND TERM
The corporation shall have
five directors and collectively they shall be known as the Board of Directors. The
corporation shall have five directors who shall be elected by the members by
written ballot. Directors may be
elected at the annual meeting of
members or by mail ballot, at the discretion and direction of the board of
directors. The candidates receiving the
highest number of votes up to the number of directors to be elected shall be
elected. Directors shall serve one year
terms or until their successors
are elected. Directors may be reelected
for any number of terms, consecutive or otherwise.
SECTION
2. VACANCIES
Any
vacancy on the board of directors shall be filled by vote of the remaining
members of the board of directors in office.
Any director
may resign effective upon giving written notice to the Chairperson of the
Board, the President, the Secretary, or the Board of Directors, unless the
notice specifies a later time for the effectiveness of such resignation. No
director may resign if the corporation would then be left without a duly
elected director or directors in charge of its affairs, except upon notice to
the Office of the Attorney General or other appropriate agency of this state.
Directors
may be removed from office, with or without cause, as permitted by and in
accordance with the laws of this state.
SECTION 23.
QUALIFICATIONS
Directors shall be of the
age of majority in this state. Other qualifications for directors of this
corporation shall be as follows: Any member of the corporation in good standing who
is of the age of majority in this state may qualify to serve as a director of
the corporation.Any
natural person may serve as a director.
SECTION 34.
POWERS
The
Board of Directors is the policy-making body and may exercise all the powers
and authority granted to the Corporation by law.Subject
to the provisions of the laws of this state and any limitations in the Articles
of Incorporation and these Bylaws relating to action required or permitted to
be taken or approved by the members, if any, of this corporation, the
activities and affairs of this corporation shall be conducted and all corporate
powers shall be exercised by or under the direction of the Board of Directors.
SECTION 45.
DUTIES
It shall be the duty of the
directors to:
(a) Perform any and all duties imposed on them collectively or individually by law, by the Articles of Incorporation, or by these Bylaws;
(b) Appoint and remove,
employ and discharge, and, except as otherwise provided in these Bylaws,
prescribe the duties and fix the compensation, if any, of all officers, agents
and employees of the corporation;
(c) Supervise all officers,
agents and employees of the corporation to assure that their duties are
performed properly;
(d) Meet at such times and places
as required by these Bylaws;
(e) Register their addresses
with the Secretary of the corporation, and notices of meetings mailed (by
postal mail or electronic mail) to them at such addresses shall be valid
notices thereof.
SECTION
5. TERM OF OFFICE
Each
director shall hold office for a period of one year and until his or her
successor is elected and qualifies.
SECTION 6. COMPENSATION
Directors
shall serve without compensation with the exception that expenses incurred in
the furtherance of the Corporation’s business are allowed to be reimbursed with
documentation and prior approval. In
addition, Directors serving the organization in any other capacity are allowed
to receive compensation therefore.Directors
shall serve without compensation except that a reasonable fee may be paid to
directors for attending regular and special meetings of the board. In addition,
they shall be allowed reasonable advancement or reimbursement of expenses
incurred in the performance of their duties.
SECTION 7. PLACE OF MEETINGS
Meetings shall be held at
the principal office of the corporation unless otherwise provided by the board
or at such other place as may be designated from time to time by resolution of
the Board of Directors.
SECTION 8. REGULAR MEETINGS
The Board
of Directors shall hold at least four (4) regular meetings per calendar
year. Meetings shall be at such dates,
times and places as the Board shall determine.Regular
meetings of Directors shall be held on the first Saturday of January, April,
July, and October at 2 PM.
If this
corporation makes no provision for members, then, at the regular meeting of
directors held on the first Saturday in October, directors shall be elected by
the Board of Directors. Voting for the election of directors shall be by written
ballot. Each director shall cast one vote per candidate, and may vote for as
many candidates as the number of candidates to be elected to the board. The
candidates receiving the highest number of votes up to the number of directors
to be elected shall be elected to serve on the board.
SECTION 9. SPECIAL MEETINGS
Special meetings of the
Board of Directors may be called by the
Chairperson of the Board, the President, the Vice-President, the
Secretary, by any two directors, or, if different, by the persons specifically
authorized under the laws of this state to call special meetings of the board.
Such meetings shall be held at the principal office of the corporation or, if
different, at the place designated by the person or persons calling the special
meeting.
SECTION 10. NOTICE OF
MEETINGS
The
Secretary or President of the corporation will
provide at least forty-eight (48) hours notice
mailed, emailed, telephoned, or telegraphed to each member of the Board before
each meeting.Unless
otherwise provided by the Articles of Incorporation, these Bylaws, or
provisions of law, the following provisions shall govern the giving of notice
for meetings of the board of directors:
(a)
Regular Meetings. No notice need be given of any regular meeting of the board of
directors.
(b)
Special Meetings. At least one week prior notice shall be given by the
Secretary of the corporation to each director of each special meeting of the
board. Such notice may be oral or written, may be given personally, by first
class mail, by electronic mail, or by telephone, and shall state the place,
date and time of the meeting and the matters proposed to be acted upon at the
meeting. In the case of electronic mail, the director to be contacted shall
acknowledge personal receipt of the electronic mail notice by a return message
or telephone call within twenty four hours of the first electronic mail
transmission.
(c)
Waiver of Notice. Whenever any notice of a meeting is required to be given to
any director of this corporation under provisions of the Articles of
Incorporation, these Bylaws, or the law of this state, a waiver of notice in
writing signed by the director, whether before or after the time of the
meeting, shall be equivalent to the giving of such notice.
SECTION 11. QUORUM FOR
MEETINGS
A quorum shall consist of three a
majority of the members of the Board of Directors.
Except as otherwise provided
under the Articles of Incorporation, these Bylaws, or provisions of law, no
business shall be considered by the board at any meeting at which the required
quorum is not present, and the only motion which the Chair shall entertain at
such meeting is a motion to adjourn.
SECTION 12. MAJORITY ACTION
AS BOARD ACTION
Every act or decision done
or made by a majority of the directors present at a meeting duly held at which
a quorum is present is the act of the Board of Directors, unless the Articles
of Incorporation, these Bylaws, or provisions of law require a greater
percentage or different voting rules for approval of a matter by the board.
SECTION 13. CONDUCT OF
MEETINGS
Meetings of the Board of
Directors shall be presided over by the Chairperson
of the Board, or, if no such person has been so designated or, in his or her
absence, the President of the corporation or, in his or her absence,
by the Vice President of the corporation or, in the absence of each of these
persons, by a Chairperson chosen by a majority of the directors present at the
meeting. The Secretary of the corporation shall act as secretary of all
meetings of the board, provided that, in his or her absence, the presiding
officer shall appoint another person to act as Secretary of the Meeting.
Meetings shall be governed
by Roberts Rules of Order, insofar as such rules are not inconsistent with or
in conflict with the Articles of Incorporation, these Bylaws, or with
provisions of law.
SECTION
14. VACANCIES
Vacancies
on the Board of Directors shall exist (1) on the death, resignation or removal
of any director, and (2) whenever the number of authorized directors is increased.
Any
director may resign effective upon giving written notice to the Chairperson of
the Board, the President, the Secretary, or the Board of Directors, unless the
notice specifies a later time for the effectiveness of such resignation. No
director may resign if the corporation would then be left without a duly
elected director or directors in charge of its affairs, except upon notice to
the Office of the Attorney General or other appropriate agency of this state.
Directors
may be removed from office, with or without cause, as permitted by and in
accordance with the laws of this state.
Unless
otherwise prohibited by the Articles of Incorporation, these Bylaws or
provisions of law, vacancies on the board may be filled by approval of the
board of directors. If the number of directors then in office is less than a
quorum, a vacancy on the board may be filled by approval of a majority of the
directors then in office or by a sole remaining director. A person elected to
fill a vacancy on the board shall hold office until the next election of the
Board of Directors or until his or her death, resignation or removal from
office.
SECTION 1514.
NONLIABILITY OF DIRECTORS
The directors shall not be
personally liable for the debts, liabilities, or other obligations of the
corporation.
SECTION 1615. INDEMNIFICATION
BY CORPORATION OF DIRECTORS AND OFFICERS
The directors and officers
of the corporation shall may be
indemnified by the corporation to the fullest extent permissible under the laws
of this state.
SECTION 1716.
INSURANCE FOR CORPORATE AGENTS
Except as may be otherwise provided under provisions of law, the Board of Directors may adopt a resolution authorizing the purchase and maintenance of insurance on behalf of any agent of the corporation (including a director, officer, employee or other agent of the corporation) against liabilities asserted against or incurred by the agent in such capacity or arising out of the agent's status as such, whether or not the corporation would have the power to indemnify the agent against such liability under the Articles of Incorporation, these Bylaws or provisions of law.
ARTICLE 46
OFFICERS
SECTION 1. DESIGNATION OF
OFFICERS
The officers of the
corporation shall be a President, a Vice President, a Secretary, and a Treasurer.
The corporation may also have a
Chairperson of the Board, one or more Vice Presidents, Assistant
Secretaries, Assistant Treasurers, and other such officers with such titles as
may be determined from time to time by the Board of Directors.
SECTION 2. QUALIFICATIONS
Any person may serve as
officer of this corporation.
SECTION 3. ELECTION AND TERM
OF OFFICE
Officers shall be elected by
the Board of Directors, at any time, and each officer shall hold office until
he or she resigns or is removed or is otherwise disqualified to serve, or until
his or her successor shall be elected and qualified, whichever occurs first.
SECTION 4. REMOVAL AND
RESIGNATION
Any officer may be removed,
either with or without cause, by the Board of Directors, at any time. Any
officer may resign at any time by giving written notice to the Board of
Directors or to the President or Secretary of the corporation. Any such
resignation shall take effect at the date of receipt of such notice or at any
later date specified therein, and, unless otherwise specified therein, the
acceptance of such resignation shall not be necessary to make it effective. The
above provisions of this Section shall be superseded by any conflicting terms
of a contract which has been approved or ratified by the Board of Directors
relating to the employment of any officer of the corporation.
SECTION 5. VACANCIES
Any vacancy caused by the
death, resignation, removal, disqualification, or otherwise, of any officer
shall be filled by the Board of Directors. In the event of a vacancy in any
office other than that of President, such vacancy may be filled temporarily by
appointment by the President until such time as the Board shall fill the
vacancy. Vacancies occurring in offices of officers appointed at the discretion
of the board may or may not be filled as the board shall determine.
SECTION 6. DUTIES OF
PRESIDENT
The President shall be the
chief executive officer of the corporation and shall, subject to the control of
the Board of Directors, supervise and control the affairs of the corporation
and the activities of the officers. He or she shall perform all duties incident
to his or her office and such other duties as may be required by law, by the
Articles of Incorporation, or by these Bylaws, or which may be prescribed from
time to time by the Board of Directors. Unless
another person is specifically appointed as Chairperson of the Board of
Directors, the The President shall preside at all meetings
of the Board of Directors and, if this corporation has members, at all meetings
of the members. Except as otherwise expressly provided by law, by the Articles
of Incorporation, or by these Bylaws, he or she shall, in the name of the
corporation, execute such deeds, mortgages, bonds, contracts, checks, or other
instruments which may from time to time be authorized by the Board of
Directors.
SECTION 7. DUTIES OF VICE
PRESIDENT
In the absence of the
President, or in the event of his or her inability or refusal to act, the Vice
President shall perform all the duties of the President, and when so acting
shall have all the powers of, and be subject to all the restrictions on, the
President. The Vice President shall have other powers and perform such other
duties as may be prescribed by law, by the Articles of Incorporation, or by
these Bylaws, or as may be prescribed by the Board of Directors.
SECTION 8. DUTIES OF
SECRETARY
The Secretary shall:
Certify and keep at the
principal office of the corporation the original, or a copy, of these Bylaws as
amended or otherwise altered to date.
Keep at the principal office
of the corporation or at such other place as the board may determine, a book of
minutes of all meetings of the directors, and, if applicable, meetings of
committees of directors and of members, recording therein the time and place of
holding, whether regular or special, how called, how notice thereof was given,
the names of those present or represented at the meeting, and the proceedings
thereof.
See that all notices are
duly given in accordance with the provisions of these Bylaws or as required by
law.
Be custodian of the records
and of the seal of the corporation and affix the seal, as authorized by law or
the provisions of these Bylaws, to duly executed documents of the corporation.
Keep at the principal office
of the corporation a membership book containing the name and address of each
and any members, and, in the case where any membership has been terminated, he
or she shall record such fact in the membership book together with the date on
which such membership ceased.
Exhibit at all reasonable
times to any director of the corporation, or to his or her agent or attorney,
on request therefor, the Bylaws, the membership book, and the minutes of the
proceedings of the directors of the corporation.
In general, perform all
duties incident to the office of Secretary and such other duties as may be
required by law, by the Articles of Incorporation, or by these Bylaws, or which
may be assigned to him or her from time to time by the Board of Directors.
SECTION 9. DUTIES OF
TREASURER
The Treasurer shall:
Have charge and custody of,
and be responsible for, all funds and securities of the corporation, and
deposit all such funds in the name of the corporation in such banks, trust
companies, or other depositories as shall be selected by the Board of
Directors.