Warpstock Corporation Bylaws

Article 1. Object of Corporation

Section 1.

This Corporation, Warpstock Corporation, is created under the Commonwealth of Virginia statutes, Title 13.1, Chapter 10 - Virginia Nonstock Corporation Act, for the following purposes: To promote education, information, and social opportunities to those persons interested in computer operating systems and related software, including the production of an annual technology conference. Said computer operating systems and software shall be designated from time to time by a majority vote of the Board of Directors and such designation shall not in any way constitute an endorsement by Warpstock Corporation of said systems and software and/or their suppliers.

Section 2.

The purpose of the Corporation may not be altered except as an amendment to these bylaws, per Article 13, Section 1.

Section 3.

The Corporation is not organized, nor shall it be operated, for pecuniary gain or profit, and it does not contemplate the distribution of gains, profits or dividends to its Board of Directors and is organized solely for non-profit purposes. The property, assets and profits and net income of the Corporation are irrevocably dedicated to the purposes set forth in Section 1. hereof, and no part of its profits or income shall ever inure to the benefit of any Director or Officer thereof or to the benefit of any private person.

Article 2. Membership

Section 1.

There are no members in the Corporation.

Section 2.

The criteria for Membership in the Corporation may not be altered except as an amendment to these bylaws, per Article 13, Section 1.

Article 3. Government

Section 1.

The general management of the affairs of the Corporation shall be vested in the Board of Directors who shall be selected as provided in these bylaws.

Section 2.

There shall be no less than four (4) and no more than seven (7) Members of the Board of Directors, with no less than two (2) and no more than four (4) directors elected in even-numbered years, and no less than two (2) and no more than three (3) directors elected in odd-numbered years.

Section 3.

1. All directors shall be elected to serve a two-year term, however the term may be extended until a successor has been elected.

2. Directors may serve terms in succession.

3. The term of office shall be considered to begin January 1 and end December 31 of the second year in office, unless the term is extended until such time as a successor has been elected.

Section 4.

In order to be eligible to serve as a director on the Board of Directors, the individual under consideration must meet the following requirements:

1. Must have personally attended at least one Warpstock annual conference within the last three (3) years.

   The Board may waive this requirement with the support of an enhanced majority of the Directors. An enhanced majority shall consist of two-thirds of the Directors serving on the Board at the time of the vote.

2. Must be 18 years of age.

3. No two members of the same family or two principals of the same for-profit company may serve concurrently on the Board.

4. No nomination shall be accepted unless the nominee has given assurance of willingness to fulfill the responsibilities and duties of the office for which he is nominated.

Section 5.

[Repealed.]

Section 6.

The President of the Board of Directors or any two Directors acting in concert may call a special meeting as specified in Article 4. Meetings of Directors Section 8.

Article 4. Meetings of Directors

Section 1.

[Repealed.]

Section 2.

The Board of Directors meets electronically on a regular schedule as determined by the Board of Directors, using Internet Relay Chat (IRC) or other such electronic forum as may be selected by the Board of Directors. All Directors must have access to the electronic forum that is the site of these regular meetings of the Directors.

Section 3.

Annual Meetings of the Directors of the Corporation shall be held once each year at a date and time determined by the Board of Directors. Final and official notice of the time and place of the Annual Meeting shall be provided to each Director no later than three (3) days prior to the Annual Meeting and shall specify the matters to be discussed and voted upon. The board may choose to hold the Annual Meeting electronically, or, if held in person, some or all Directors may participate via electronic forum, if otherwise unable to attend. All Directors must have access to the electronic forum that is the medium for (and site of) these annual meetings of the Directors.

Section 4.

At any meeting of the Directors, each Director shall have one vote.

Section 5.

At all meetings, a quorum shall consist of four (4) out of six (6) or seven (7) Directors, or, if the Board of Directors consists of fewer than six (6) Directors, a quorum shall consist of three (3) Directors. No business except presentation of officer and committee reports and adjournment may be transacted in the absence of a quorum.

Section 6.

Action at any meeting of Directors may be taken by a simple majority vote of a quorum, except as to any requirements for a vote specifically set forth in these bylaws. No actions may be taken without a quorum present, even if a quorum was present at the start of the meeting.

Section 7.

The President shall chair all meetings. In the absence of the President, the chair shall pass to the Vice President, and then to the remaining Officers of the Corporation, in the order they are named in Article 7. Duties of Officers. The meetings shall be governed by the American Institute of Parliamentarians Standard Code of Parliamentary Procedure (5^th Edition) (TSC). Where these bylaws and the TSC do not agree, these bylaws shall prevail.

Section 8.

Special Meetings of the Board of Directors of the Corporation may be called from time to time as specified in Article 3. Government, Section 6. Directors shall be deemed to have acted in concert for purposes of the preceding sentence if they have provided written or electronic notice to the Secretary of the request for a Special Meeting, such request to specify the matters to be addressed at such meeting. Notice of the time and place of a Special Meeting shall be provided to each Member not less than two, nor more than 30 days prior thereto and shall specify the matters to be discussed and voted upon at such Special Meeting. No business may come before a Special Meeting which is not so specified.

Section 9.

Directors who are unable to attend a meeting shall provide written or electronic notice to the Secretary of such expected absence not less than 24 hours in advance of such meeting. In the event the Secretary is the Director unable to attend, he shall provide such notice to the President in the manner hereinabove described.

Article 5. Procedure for Electronic Meetings

Section 1.

Only the Chairperson may call for an end of discussion and for a vote on a proposal and such call shall constitute the beginning of the "voting period".

Section 2.

The voting period for any issue or election at a non-regular meeting shall determined by the Chairperson, but shall be no longer than 168 hours (7 days). Should the electronic forum which is used for the meeting be unavailable to the Directors for 6 or more continuous hours during the voting period, the voting period shall be extended for an additional 24 hours.

Section 3.

In lieu of voting on an electronic forum, a Director may send in a written or electronic vote to the Secretary, and it shall be counted if received during the voting period.

Article 6. Election of Directors and Officers

Section 1.

The Officers of the Corporation shall consist of a President, Vice President, Secretary, and Treasurer. The Officers of the Corporation are elected on an annual basis from the Members of the Board of Directors. The term of office of each Officer shall be one (1) year, until the Officer's successor is elected, or until such time as the Officer ceases to be a Director.

Section 2.

The President of the Board of Directors may establish a nominating committee consisting of two current members of the Board of Directors and two representatives from the annual event team (see Article 10. Annual Event Team, Section 1.). The nominating committee will prepare a slate of candidates to fill the expiring positions. Members of the nominating committee may not be nominated for any position. The Board of Directors will vote to approve or reject each of the proposed candidates. The nominating committee may vote to limit the total number of nominees to not more than four (4) for each position.

In lieu of a nominating committee, such as when an Annual Event Team has not been selected, any Director may put forth the nomination of one (1) candidate.

Section 3.

At the first meeting of a new Board of Directors, officers shall be elected before any other business is conducted.

Section 4.

Any Director may resign at any time by giving written or electronic notice to the Secretary without prejudice to the rights, if any, of the Corporation under any contract to which the Director (who may be an Officer) is a party. Any resignation shall take effect at the date of the receipt of the notice or at any later time specified in the notice, unless otherwise specified in the notice. The acceptance of the resignation shall not be necessary to make it effective.

Section 5.

A Director may be removed from office by a majority vote if he misses (with or without giving notice per Article 4, Section 9) more than three consecutive regular meetings of the Directors. A Director may be removed, with or without cause, by a positive vote of two-thirds (2/3) of the members of the Board of Directors.

Section 6.

If a vacancy occurs among the Board of Directors, any officer of the Corporation may request nominations for new members from present Board members no less than five (5) days in advance of a Board meeting. These nominations shall be sent out to Board members with the regular Board meeting announcement, and be voted upon at the next Board meeting. These vacancies will be filled only to the end of the particular Board member's term.

Article 7. Duties of Officers

Section 1.

The President shall preside at all meetings of the Corporation and shall have the right to vote at such meetings. In the case of a tie the President shall have the power to cast an additional vote to break the tie. The President shall act as chief executive Officer of the Corporation, coordinate the activities of the Officers and the committees and shall provide guidance and leadership in the day-to-day operation an