The name of this Corporation is QuestionCopyright.org (hereinafter, the "Corporation").
The principal office for the transaction of the activities and affairs of the Corporation is located at 544 Guerrero Street, #2, San Francisco, CA 94110, in San Francisco County, California, USA. The Directors (as defined below) may change the principal office. Any change in location shall be noted by the Secretary by amending these Bylaws.
The Board of Directors may at any time establish branch or subordinate offices at any place or places where the Corporation is qualified to do business.
The purposes of the Corporation shall be:
A. To promote public understanding of the history and effects of copyright, and to encourage the development of alternatives to information monopolies.
B. To exercise all powers granted by law necessary and proper to carry out the above-stated purposes, including but not limited to, the power to accept donations of money, property, whether real or personal or any other thing of value. Nothing herein contained shall be deemed to authorize or permit the corporation to carry on any business for profit, to exercise any power or to do any act that a corporation formed under the Act, or any amendment thereto or substitute therefor, may not at that time lawfully carry on or do.
A. The Corporation is a nonprofit corporation and is not organized for the private gain of any person. It is organized under the California Nonprofit Public Benefit Corporation Law for the purposes described in Section 1 of this Article II.
B. In particular, no part of the net earnings of the Corporation shall inure to the benefit of any Director or Officer (as defined below) thereof or to the benefit of any private persons, except that the Corporation shall be authorized and empowered to pay reasonable compensation to Directors, Officers, or other persons for services rendered. Upon the dissolution or winding up of the Corporation, the assets remaining after payment, or provision for payment, of all debts and liabilities of the corporation, shall be distributed pursuant to the provisions set forth in the California Nonprofit Public Benefit Corporation Law.
Subject to the provisions and limitations of the California Nonprofit Public Benefit Corporation Law and any other applicable laws, the Corporation's activities and affairs shall be managed, and all corporate powers shall be exercised, by or under the direction of the Corporation's Board of Directors (hereinafter, the "Board").
The Board shall consist of not less than three persons (each individually a "Director"). Each Director shall be at least nineteen years of age. Each Director shall hold office until resignation or removal, or until a successor Director has been designated as per Section 3 of this Article III. A Director may succeed himself or herself in office.
A majority of current Directors may designate a new Director (to replace an outgoing Director or to fill a vacancy) to serve for any prescribed term.
A. Provisions for Vacancies.
A Board vacancy shall be deemed to exist in the event of the death, resignation or removal of any Director; the declaration by resolution of the Board of a vacancy in the office of a Director who has been declared of unsound mind by an order of court, or convicted of a felony; or an increase in the authorized number of Directors.
(1) Resignation. Except as provided in this paragraph, any Director may resign, which resignation shall be effective upon the Director giving written notice to the President, the Secretary or the Board, unless the notice specifies a later time for the resignation to become effective. If a Director's resignation is effective at a later time, the Board may elect a successor to take office when the resignation becomes effective, in accordance with Section 2 of this Article III. Except on notice to the California Attorney General, no Director may resign if the Corporation would be left without a duly elected Director or Directors.
(2) Removal. A Director may be removed by the vote of a majority of Directors, with or without cause.
The following provisions shall govern the meetings of the Board:
A. Place and Manner of Meetings. Meetings of the Board may be held in any manner compliant with California Corporations Code § 5221, including but not limited to: in person, conference telephone, and electronic video screen. Meetings are presided over by the President, as specified in Section 3(A) of Article IV, and (if necesary) selected as described in Section 1(B) of Article IV.
B. Quorum. The number of Directors who must be present at a Board meeting to constitute a quorum for the purposes of transacting Corporation business shall be a majority of the then-sitting Directors.
C. Annual and Other Meetings. An Annual Meeting of the Board shall be held on the second Saturday in February, at 12 pm California time, unless the Board fixes another date or time and so notifies all Directors. Other general meetings of the Board, occurring at regular times and places, may be held without notice at such time and place as the Board may fix from time to time.
D. Special Meetings. Special meetings of the Board for any purpose may be called at any time by any Director, with the agreement of a majority of Directors.
A. Voting Rights. Each Director shall be entitled to one (1) vote on each matter submitted to a vote of the Board.
B. Entitlement to Vote. Subject to the provisions of the California Nonprofit Public Benefit Corporation Law, Directors are entitled to vote on all matters consistent with the Board's purposes under these Bylaws.
C. Method of Voting. All elections shall use "Approval Voting", and the resulting affirmative vote shall be an act of the Corporation unless the vote of a number greater than a Quorum is required by the California Nonprofit Public Benefit Corporation Law or by the Articles of Incorporation.
In the Approval Voting system, each voter can vote for as many or as few proposals or candidates as the voter chooses, at most once per option. Each Member may "approve" or "disapprove" each option by voting or not voting for it. The votes for each option are tallied, and the option with the highest number of votes wins. In the event of a tie, the President shall choose from among the options with the highest number of votes, or if there is no President, the Director with the earliest birthday shall choose.
A. Offices Held. The officers of this Corporation (each, an "Officer") shall be a President, a Secretary and a Treasurer.
B. Appointment and Election of Officers. The Officers of this Corporation shall be chosen by the Board, and shall serve at the pleasure of the Board. Each Officer shall hold office indefinitely at the Board's discretion.
Any time the Corporation is without a President, the Directors shall convene a special meeting of the Board, and the first order of business at such special meeting shall be to elect a President. All ties are to be resolved as specified in Section 6(D) of Article III.
C. Removal of Officers. Any Officer of the Corporation may be removed by the Board, either with or without cause, upon the vote of at least fifty-one percent (51%) of the Directors.
D. Vacancies Among Officers. A vacancy or vacancies among the officers shall occur in the event of the death, removal or resignation of any Officer; a court order declaring that an Officer is of unsound mind; the vote of the Board to remove any Officer(s); or the failure of the Directors, at any meeting of Directors at which any Officer or Officers are to be elected, to elect the Officers required to be elected at that meeting.
A vacancy in any office because of death, resignation, removal, disqualification or any other cause may be filled by the Board pursuant to the appointment provisions set forth in Section 1(B) of this Article IV, and each Officer appointed to fill a vacancy shall serve until such Officer's successor is appointed and qualified, or until such Officer resigns or is removed or ceases to be eligible to serve.
E. Resignation of Officers. Except as provided below, any Officer of the Corporation may resign at any time by giving written notice to the Board, the President, or the Secretary. Any such resignation shall take effect on the date such notice is sent or at any later time specified therein. Unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective. Any resignation shall be without prejudice to any rights of the Corporation under any contract to which the Officer is a party. If an Officer's resignation is effective at a later time, the Board may elect a successor to take office as of the date when the resignation becomes effective. Except on notice to the California Attorney General, no Officer may resign if the Corporation would be left without a duly elected Officer or Officers.
A. President. Subject to the control of the Board, the President shall have general supervision, direction and control of the affairs of the Corporation. The President shall preside at all meetings of the Board. The President shall have such other powers and duties as may be prescribed by the Board, and shall be empowered to enter into agreements on behalf of the Corporation as have been approved by the Corporation.
B. Secretary. The Secretary shall keep or cause to be kept, at the Corporation's principal office or in its central electronic records depository or in such other place as the Board may direct, minutes of all meetings, proceedings, and actions of the Board. The minutes of meetings shall include the time and place that the meeting was held; whether the meeting was annual or general; the names of persons present at the meeting; and all decisions taken at the meeting. The Secretary shall likewise keep or cause to be kept, a copy of the Articles of Incorporation and Bylaws, as amended to date, and shall make same available to all Directors in electronic form. The Secretary shall attend to the serving of all notice, and shall have such other powers and perform such other duties as the Board may require.
C. Treasurer. The Treasurer shall keep and maintain, or cause to be kept and maintained, adequate and correct accounts of the Corporation's properties and transactions. The Treasurer shall send or cause to be given to the Directors such financial statements and reports as are required to be given by law, by these Bylaws, or by the Board. The account records shall be open to inspection by any Director at all reasonable times.
The Treasurer shall deposit, or cause to be deposited, all money and other valuables in the name and to the credit of the Corporation with such depositories as the Board may designate; disburse the Corporation's funds as the Board may order; render to the President and/or the Board, when requested, an account of all transactions as Treasurer and of the financial condition of the Corporation; and have such other powers and perform such other duties as the Board may require.
Except as otherwise provided by law:
A. A Director shall perform the duties of a Director, including duties as a member of any committee of the Board upon which the Director may serve, in good faith, in a manner such Director believes to be in the best interests of the Corporation and with such care, including reasonable inquiry, as an ordinarily prudent person in a like position would use under similar circumstances.
B. In performing the duties of a Director, a Director shall be entitled to rely on information, opinions, reports or statements, including financial statements and other financial data, in each case prepared or presented by: any officers of the Corporation whom the Director believes to be reliable and competent in the matters presented; counsel, independent accountants or other persons as to matters which the Director believes to be within such person's professional or expert competence; or a committee of the Board upon which the Director does not serve, as to matters within its designated authority, which committee the Director believes to merit confidence, so long as, in any such case, the Director acts in good faith, after reasonable inquiry when the need therefor is indicated by the circumstances and without knowledge that would cause such reliance to be unwarranted.
No Director of this Corporation nor any other corporation, firm, association, or other entity in which one or more of this Corporation's Directors are Directors or have a material financial interest, shall be interested, directly or indirectly, in any contract or other transaction with this Corporation, unless the material facts regarding such Director's financial interest in such contract or transaction or regarding such common directorship, officership, or financial interest are fully disclosed in good faith and are noted in the Minutes or are known to all Directors before consideration by the Board of such contract or transaction, and such contract or transaction is authorized in good faith by a majority of the Board by a vote sufficient for that purpose without counting the vote of any interested Director.
This Corporation shall not lend any money or property to, or guarantee the obligation of, any Director or officer of the Corporation or of its parent, affiliate, or subsidiary unless (a) the Board decides that the loan or guaranty may reasonably be expected to benefit the Corporation, and (b) before consummating the transaction or any part of it, the loan or guaranty is approved by either a vote of a two-thirds majority of the Directors then in office, without counting the vote of the Director who is to receive the loan or guaranty.
The Corporation shall file, within ninety (90) days after the filing of its original articles and biennially thereafter during the applicable filing period, on a form prescribed by the Secretary of State of the State of California, a statement setting forth (a) the names and complete business or residence addresses of the Corporation's chief executive officer, secretary and treasurer; and (b) the street address of the Corporation's principal office in the State of California.
The fiscal year of the corporation shall be determined by a resolution of the Board.
A. These Bylaws may be amended by the affirmative vote of a number of directors greater than or equal to one less than the total number all Directors.
I, the undersigned, do hereby certify that:
A. I am the Secretary of QuestionCopyright.org, a California Nonprofit Public Benefit Corporation (the "Corporation"); and,
B. The foregoing Bylaws constitute the Bylaws of the Corporation as duly adopted on the date hereinafter set forth.
IN WITNESS WHEREOF, I have hereunto subscribed my name and affixed the seal of said Corporation this 28th day of August, 2007.