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.
All directors shall be elected to serve a two-year term, however the term may be extended until a successor has been elected.
Directors may serve terms in succession.
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:
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.Must be 18 years of age.
No two members of the same family or two principals of the same for-profit company may serve concurrently on the Board.
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 (5th 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 and functioning of the Corporation. In addition, the President may prepare and post the agenda and provide notification thereof to the Board of Directors. He need not prepare the agenda in consultation with anyone else.
Section 2.
In the absence of the President, the Vice-President shall perform the duties assigned to the President. He shall also serve as the official spokesperson for the Corporation, and prepare and post announcements to the public as determined by the Board of Directors.
Section 3.
The Secretary may prepare and post the agenda in consultation with the President, and in such event shall provide notification thereof to the Board of Directors. The Secretary shall keep and distribute the minutes to the Board of Directors within a reasonable amount of time following such meetings and maintain electronic copies to serve as part of the official corporate record. The Secretary shall also maintain electronic copies of all committee reports, organizational documents, bylaws, rules of order, standing rules, and other corporate records which are not tax-related. The Secretary shall be responsible for all official internal, non-financial, and non-tax-related correspondence for the Corporation. The Secretary shall keep copies of the minutes and organizational documents in an Internet-accessible electronic repository for the use of the Members of the Board. This manner and location of this repository shall be determined by the Board.
Section 4.
The Treasurer shall keep accurate books of the account, prepare and present periodic operating statements and balance sheets to the Board of Directors, deposit and withdraw funds of the Corporation under the direction of the Board of Directors, and file the necessary tax returns and documentation. The Treasurer shall also be responsible for all financial or tax-related correspondence for the Corporation, acting as the Tax Matters Person for purposes of the Internal Revenue Service and any and all State and Local taxing authorities. All expenditures exceeding $1,000 must be authorized by a motion for payment by the Board of Directors. Such payments must be reported to the Board of Directors at the next board meeting. Either the President or the Treasurer may approve expenditures of $1,000 or less. All authorized expenditures will be paid by the Treasurer or the President.
Article 8. Duties and Powers of the Board of Directors
Section 1.
The Board of Directors shall have general charge and management of the affairs, funds and property of the Corporation. They shall have full power and it shall be their duty to carry out the purposes of the Corporation according to its charter and bylaws; to employ personnel for the carrying out of the Corporation's objectives.
Section 2.
Any action required or permitted to be taken by the Board of Directors may be taken without a meeting if all Members of the Board consent in writing, or through electronic or other means approved by the President, to the- adoption of- a resolution authorizing the action.
Section 3.
The Board of Directors shall create all standing committees. Creation of a committee will require the documentation of the purpose, the requirements for a quorum, and procedures for filling vacancies. Each committee shall have a chairman appointed by the President of the Board of Directors.
Section 4.
Meetings of the Board may be called and governed in such manner as the Board may from time to time determine.
Section 5.
A quorum of the Board shall consist of the same number of Directors as prescribed for meetings (see Article 4, Section 5). In the absence of a quorum, no voting or actions by members of the Board may be taken.
Section 6.
It is the responsibility of Directors to participate in online discussions and at meetings, and to remain receptive to outside contacts. Directors are encouraged to promote the Corporation and its activities whenever appropriate.
Section 7.
The Board shall maintain a conflict of interest policy, and review it annually for relevance and correctness.
Section 8.
The Board shall maintain other policy documents and statements as necessary to the governance of the Corporation. Such documents shall include (but shall not be limited to) a reimbursement policy, corporate directory, directors' handbook, sponsorship policy, and communications policy.
Article 9. Indemnification; Insurance
Section 1.
The Corporation shall indemnify and hold harmless from all costs and expenses (including reasonable attorneys fees) of any person who was or is an elected or appointed Officer or director of the Corporation and is threatened to be or has been made a party to an action, claim, or other proceeding arising out of such person's performance, purported performance, or failure to perform, any duties on behalf of the Corporation. Such indemnification shall not extend to liabilities arising out of a person's gross negligence, misfeasance or willful misconduct.
Section 2.
The Board of Directors is authorized to obtain Directors and Officers liability insurance to shield such persons from liability for all costs, expenses and attorneys fees arising out of the conduct of their duties as Directors and Officers, except for liabilities arising out of their gross negligence, misfeasance or willful misconduct.
Article 10. Annual Event Team
Section 1.
The Board of Directors may select other individuals to assist in the production and coordination of the annual conference and these individuals shall be known as the Annual Event Team.
Section 2.
The Annual Event Team is responsible for site selection, speaker and exhibitor recruitment, volunteer management, network management, and general day to day activities pertaining to the annual event.
Section 3.
The Annual Event Team must submit the following items to the Board of Directors for approval:
Annual Event Location and Site
Annual Event Dates
Annual Event Budget
Section 4.
The Annual Event Team may not enter into any contracts on behalf of Warpstock Corporation An authorized officer of the Corporation must sign all contracts.
Section 5.
Other duties not explicitly identified in these bylaws may be assigned to the Annual Event Team by a majority vote of the Board of Directors.
Article 11. Dissolution
Section 1.
The Corporation may be dissolved only by a positive vote of two-thirds (2/3) of the members of the Board of Directors. On dissolution or winding up of the Corporation, its assets remaining after the payment of, or provision for the payment of, all debts and liabilities shall be distributed to a non-profit fund, foundation, or other entity which is organized and operated exclusively for educational or charitable purposes and which has established its tax exempt status under Section 501(c)(3) of the Internal Revenue Code of 1986, as the same may be amended from time to time, or to a foreign entity of similar non-profit status. The receiving entity shall be determined by a positive vote of two-thirds (2/3) of the members of the Board of Directors.
If the Corporation holds any assets outside the state of its incorporation they shall be disposed of in such manner as may be necessary by a decree of a court of competent jurisdiction in accordance with the laws of such jurisdiction.
Article 12. Notices and Communications
Section 1.
All notices or communications required or permitted hereunder may be mailed through the United States Postal Service or by electronic means to their last known addresses as shown in the records of the Corporation, and proof of such mailing by return receipt or electronic acknowledgment shall constitute presumptive evidence of such mailing thereof.
Article 13. Amendments
Section 1.
These bylaws may be amended only by a positive vote of two-thirds (2/3) of the members of the Board of Directors provided that notice of the purport of any proposed amendment has been stated in the call for the meeting.
Article 14. Fiscal Year
Section 1.
The fiscal year of the Corporation shall be as determined by the Board of Directors.
Article 15. Miscellaneous
Section 1.
The Board of Directors may authorize any officer or officers, agent or agents of the Corporation in addition to the officers so authorized by these bylaws, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Corporation and such authority may be general or confined to specific instances.
Section 2.
The Corporation will keep correct and complete books and records of account and will also keep minutes of the proceedings of its officers, Board of Directors, and committees having any of the authority of the Board of Directors, and will keep at the registered or principal office a record giving the names and addresses of the directors entitled to vote. All books and records of the Corporation may be inspected by any director, or his agent or attorney for any proper purpose at any reasonable time.
Section 3.
The use of pronouns in these Bylaws is intended generically.
Adopted 12/20/2014, as amended 11/15/2020
Warpstock Corporation
http://www.warpstock.org/staticpages/index.php?page=bylaws