DEFAULT/Bylaws - Revision history

DEFAULT: formatting

2024-05-30T20:35:12Z

formatting

← Older revision		Revision as of 13:35, 30 May 2024
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	3. <span class="underline">Corporate Purpose</span>. The purpose of this corporation is to promote and encourage scientific, technical, engineering and artistic skills through individual projects, social collaboration, and education. Also in the context of this purpose, the corporation shall engage in scientific, charitable and educational activities, including the following specific current activities:		3. <span class="underline">Corporate Purpose</span>. The purpose of this corporation is to promote and encourage scientific, technical, engineering and artistic skills through individual projects, social collaboration, and education. Also in the context of this purpose, the corporation shall engage in scientific, charitable and educational activities, including the following specific current activities:

	a. Enabling members and non-members to acquire and further skills in the technical fields through a combination of hands-on and digital learning material		a. Enabling members and non-members to acquire and further skills in the technical fields through a combination of hands-on and digital learning material

	b. Performing and make public the results of computer-aided scientific experimentation		b. Performing and make public the results of computer-aided scientific experimentation

	c. Collaborate with other organizations and individuals to further the stated purpose of the corporation		c. Collaborate with other organizations and individuals to further the stated purpose of the corporation

	d. Providing support and advice to other aspiring and actual non-profit organizations		d. Providing support and advice to other aspiring and actual non-profit organizations

	4. <span class="underline">Construction; Definitions</span>. Unless the context requires otherwise, the general provisions, rules of construction, and definitions in the California Nonprofit Corporation Law shall govern the construction of these bylaws. <strike>Without limiting the generality of the preceding sentence, the masculine gender includes the feminine and neuter, the singular includes the plural, the plural includes the singular, and the term “person” includes both a legal entity and a natural person.</strike> For the purposes of referring to a natural person, "they" shall be the pronoun used.		4. <span class="underline">Construction; Definitions</span>. Unless the context requires otherwise, the general provisions, rules of construction, and definitions in the California Nonprofit Corporation Law shall govern the construction of these bylaws. For the purposes of referring to a natural person, "they" shall be the pronoun used.

	5. <span class="underline">Irrevocable Dedication of Assets</span>. This corporation’s assets are irrevocably dedicated to public and charitable purposes. No part of the net earnings, properties, or assets of the corporation, on dissolution or otherwise, shall inure to the benefit of any private person or individual, or to any director or officer of the corporation. On liquidation or dissolution, all properties and assets remaining after payment, or provision for payment, of all debts and liabilities of the corporation shall be distributed to a nonprofit fund, foundation, or corporation that is organized and operated exclusively for charitable purposes and that has established its exempt status under Internal Revenue Code §501(c)(3).		5. <span class="underline">Irrevocable Dedication of Assets</span>. This corporation’s assets are irrevocably dedicated to public and charitable purposes. No part of the net earnings, properties, or assets of the corporation, on dissolution or otherwise, shall inure to the benefit of any private person or individual, or to any director or officer of the corporation. On liquidation or dissolution, all properties and assets remaining after payment, or provision for payment, of all debts and liabilities of the corporation shall be distributed to a nonprofit fund, foundation, or corporation that is organized and operated exclusively for charitable purposes and that has established its exempt status under Internal Revenue Code §501(c)(3).

DEFAULT: Unanimously adopted at May 29th Board of Directors Meeting for DEFAULT

2024-05-29T19:04:28Z

Unanimously adopted at May 29th Board of Directors Meeting for DEFAULT

← Older revision		Revision as of 12:04, 29 May 2024
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	'''BYLAWS OF DEFAULT'''		'''BYLAWS OF DEFAULT'''

	~~https://wiki.hackerdojo.com/index.php?title=DEFAULT/Bylaws~~

	a California Nonprofit Public Benefit Corporation		a California Nonprofit Public Benefit Corporation
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	Executed on May 29, 2024, at Milpitas, California.		Executed on May 29, 2024, at Milpitas, California.
	Andre Lewis, Secretary		Andre Lewis, Secretary



			https://wiki.hackerdojo.com/index.php?title=DEFAULT/Bylaws

DEFAULT: PROPOSED Bylaws: Purpose clarification and special meeting notice and additional details.

2024-05-29T18:38:48Z

PROPOSED Bylaws: Purpose clarification and special meeting notice and additional details.

← Older revision		Revision as of 11:38, 29 May 2024
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	2. <span class="underline">Corporate Office</span>. The principal office for the transaction of the activities and affairs of this corporation is located at 855 Maude Avenue, Mountain View, CA 94043. The board of directors may change the location of the principal office. Any such change of location must be noted by the secretary on these bylaws opposite this Section; alternatively, this Section may be amended to state the new location. The board may at any time establish branch or subordinate offices at any place or places where this corporation is qualified to conduct its activities.		2. <span class="underline">Corporate Office</span>. The principal office for the transaction of the activities and affairs of this corporation is located at 855 Maude Avenue, Mountain View, CA 94043. The board of directors may change the location of the principal office. Any such change of location must be noted by the secretary on these bylaws opposite this Section; alternatively, this Section may be amended to state the new location. The board may at any time establish branch or subordinate offices at any place or places where this corporation is qualified to conduct its activities.

	3. <span class="underline">Corporate Purpose</span>. The ~~specific~~ purpose of this corporation is to ~~publicly publish computer aided~~ scientific ~~experimentation~~ of ~~atmospheric observations~~. ~~Providing education for~~ members and ~~the public~~ to ~~learn~~ and further skills in the technical fields~~. This will combine~~ hands on and digital learning material.		3. <span class="underline">Corporate Purpose</span>. The purpose of this corporation is to promote and encourage scientific, technical, engineering and artistic skills through individual projects, social collaboration, and education. Also in the context of this purpose, the corporation shall engage in scientific, charitable and educational activities, including the following specific current activities:
			a. Enabling members and non-members to acquire and further skills in the technical fields through a combination of hands-on and digital learning material
			b. Performing and make public the results of computer-aided scientific experimentation
			c. Collaborate with other organizations and individuals to further the stated purpose of the corporation
			d. Providing support and advice to other aspiring and actual non-profit organizations

	4. <span class="underline">Construction; Definitions</span>. Unless the context requires otherwise, the general provisions, rules of construction, and definitions in the California Nonprofit Corporation Law shall govern the construction of these bylaws. <strike>Without limiting the generality of the preceding sentence, the masculine gender includes the feminine and neuter, the singular includes the plural, the plural includes the singular, and the term “person” includes both a legal entity and a natural person.</strike> For the purposes of referring to a natural person, "they" shall be the pronoun used.		4. <span class="underline">Construction; Definitions</span>. Unless the context requires otherwise, the general provisions, rules of construction, and definitions in the California Nonprofit Corporation Law shall govern the construction of these bylaws. <strike>Without limiting the generality of the preceding sentence, the masculine gender includes the feminine and neuter, the singular includes the plural, the plural includes the singular, and the term “person” includes both a legal entity and a natural person.</strike> For the purposes of referring to a natural person, "they" shall be the pronoun used.
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	7.12 ''Special Meetings''. Special meetings of the board for any purpose may be called at any time by the chair of the board, if any, the president or any vice president, the secretary, or any two directors.		7.12 ''Special Meetings''. Special meetings of the board for any purpose may be called at any time by the chair of the board, if any, the president or any vice president, the secretary, or any two directors.

	7.13 ''Notice of Special Meetings''. Notice of the time and place of special meetings shall be given to each director by (1) personal delivery of written notice; (2) first-class mail, postage prepaid; (3) ~~if agreed to in writing by the director receiving the notice,~~ telephone, including a voice messaging system or other system or technology designed to record and communicate messages, or by electronic transmission~~, either~~ directly ~~to the director or to a person at the director’s office who would reasonably be expected to communicate that notice promptly~~ to the director; (4~~) facsimile; (5~~) electronic mail; or (6) other electronic means that preserve a copy of the notice. All such notices shall be given or sent to the director’s address or telephone number as shown on the corporation’s records.		7.13 ''Notice of Special Meetings''. Notice of the time and place of special meetings shall be given to each director by (1) personal delivery of written notice; (2) first-class mail, postage prepaid; (3) telephone, including a voice messaging system or other system or technology designed to record and communicate messages, or by electronic transmission directly to the director; (4) electronic mail; or (5) other electronic means that preserve a copy of the notice. All such notices shall be given or sent to the director’s address or telephone number as shown on the corporation’s records.
			Notices sent by first-class mail shall be deposited in the United States mails at least ten (10) days before the time set for the meeting. Notices given by personal delivery, telephone, or electronic transmission shall be delivered, telephoned, or sent, respectively, at least 72 hours before the time set for the meeting.
	Notices sent by first-class mail shall be deposited in the United States mails at least ~~five~~ (5) ~~business~~ days before the time set for the meeting. Notices given by personal delivery, telephone, or electronic transmission shall be delivered, telephoned, or sent, respectively, at least 24 hours before the time set for the meeting.		The notice shall state the time of the meeting and the place, if the place is other than the corporation’s principal office. The notice need not specify the purpose of the meeting.

	The notice shall state the time of the meeting and the place, if the place is other than the corporation’s principal office. The notice need not specify the purpose of the meeting.

	7.14 ''Quorum''. A majority of the number of directors then in office shall constitute a quorum for the transaction of any business except adjournment. Every action taken or decision made by a majority of the directors present at a duly held meeting at which a quorum is present shall be an act of the board, subject to the more stringent provisions of the California Nonprofit Public Benefit Corporation Law, including, without limitation, those provisions relating to (1) approval of contracts or transactions in which a director has a direct or indirect material financial interest, (2) approval of certain transactions between corporations having common directorships, (3) creation of and appointments to committees of the board, and (4) indemnification of directors. A meeting at which a quorum is initially present may continue to transact business, despite the withdrawal of some directors from that meeting, if any action taken or decision made is approved by at least a majority of the required quorum for that meeting.		7.14 ''Quorum''. A majority of the number of directors then in office shall constitute a quorum for the transaction of any business except adjournment. Every action taken or decision made by a majority of the directors present at a duly held meeting at which a quorum is present shall be an act of the board, subject to the more stringent provisions of the California Nonprofit Public Benefit Corporation Law, including, without limitation, those provisions relating to (1) approval of contracts or transactions in which a director has a direct or indirect material financial interest, (2) approval of certain transactions between corporations having common directorships, (3) creation of and appointments to committees of the board, and (4) indemnification of directors. A meeting at which a quorum is initially present may continue to transact business, despite the withdrawal of some directors from that meeting, if any action taken or decision made is approved by at least a majority of the required quorum for that meeting.
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	CERTIFICATE OF SECRETARY		CERTIFICATE OF SECRETARY

	I certify that I am the duly elected and acting Secretary of DEFAULT, a California nonprofit public benefit corporation; that these bylaws, consisting of 16 pages, are the bylaws of this corporation as adopted by the Board of Directors on ~~December 21st~~, ~~2021~~; and that these bylaws have not been amended or modified since that date.		I certify that I am the duly elected and acting Secretary of DEFAULT, a California nonprofit public benefit corporation; that these bylaws, consisting of multiple pages, are the bylaws of this corporation as adopted by the Board of Directors on May 29th, 2024; and that these bylaws have not been amended or modified since that date.

	Executed on May 29, 2024, at ~~Copenhagen Denmark~~.		Executed on May 29, 2024, at Milpitas, California.
	~~Rikke Rasmussen~~, Secretary		Andre Lewis, Secretary

DEFAULT: initial revision of Bylaws for adoption by DEFAULT, updates as far as Section 7 reviewed.

2024-05-29T17:13:35Z

initial revision of Bylaws for adoption by DEFAULT, updates as far as Section 7 reviewed.

DEFAULT: template from Hacker Dojo Bylaws

2024-05-29T15:04:14Z

template from Hacker Dojo Bylaws

Show changes

← Older revision		Revision as of 10:13, 29 May 2024
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	'''BYLAWS OF DEFAULT'''		'''BYLAWS OF DEFAULT'''

			https://wiki.hackerdojo.com/index.php?title=DEFAULT/Bylaws

	a California Nonprofit Public Benefit Corporation		a California Nonprofit Public Benefit Corporation

	~~__TOC__~~

	1. <span class="underline">Corporate Name</span>. The name of this corporation is DEFAULT.		1. <span class="underline">Corporate Name</span>. The name of this corporation is DEFAULT.

	2.<span class="underline">Corporate Office</span>. The principal office for the transaction of the activities and affairs of this corporation is located at 855 Maude Avenue, Mountain View, CA 94043. The board of directors may change the location of the principal office. Any such change of location must be noted by the secretary on these bylaws opposite this Section; alternatively, this Section may be amended to state the new location. The board may at any time establish branch or subordinate offices at any place or places where this corporation is qualified to conduct its activities.		2. <span class="underline">Corporate Office</span>. The principal office for the transaction of the activities and affairs of this corporation is located at 855 Maude Avenue, Mountain View, CA 94043. The board of directors may change the location of the principal office. Any such change of location must be noted by the secretary on these bylaws opposite this Section; alternatively, this Section may be amended to state the new location. The board may at any time establish branch or subordinate offices at any place or places where this corporation is qualified to conduct its activities.

	3. <span class="underline">Corporate Purpose</span>. The specific purpose of this corporation is to ~~promote and encourage technical,~~ scientific ~~and artistic skills and knowledge by providing community centers~~ for ~~hackers~~ and ~~thinkers~~ to ~~meet, discuss, teach,~~ learn and ~~create through individual projects, collaboration~~ and ~~education~~.		3. <span class="underline">Corporate Purpose</span>. The specific purpose of this corporation is to publicly publish computer aided scientific experimentation of atmospheric observations. Providing education for members and the public to learn and further skills in the technical fields. This will combine hands on and digital learning material.

	4. <span class="underline">Construction; Definitions</span>. Unless the context requires otherwise, the general provisions, rules of construction, and definitions in the California Nonprofit Corporation Law shall govern the construction of these bylaws. Without limiting the generality of the preceding sentence, the masculine gender includes the feminine and neuter, the singular includes the plural, the plural includes the singular, and the term “person” includes both a legal entity and a natural person.		4. <span class="underline">Construction; Definitions</span>. Unless the context requires otherwise, the general provisions, rules of construction, and definitions in the California Nonprofit Corporation Law shall govern the construction of these bylaws. <strike>Without limiting the generality of the preceding sentence, the masculine gender includes the feminine and neuter, the singular includes the plural, the plural includes the singular, and the term “person” includes both a legal entity and a natural person.</strike> For the purposes of referring to a natural person, "they" shall be the pronoun used.

	5. <span class="underline">Irrevocable Dedication of Assets</span>. This corporation’s assets are irrevocably dedicated to public and charitable purposes. No part of the net earnings, properties, or assets of the corporation, on dissolution or otherwise, shall inure to the benefit of any private person or individual, or to any director or officer of the corporation. On liquidation or dissolution, all properties and assets remaining after payment, or provision for payment, of all debts and liabilities of the corporation shall be distributed to a nonprofit fund, foundation, or corporation that is organized and operated exclusively for charitable purposes and that has established its exempt status under Internal Revenue Code §501(c)(3).		5. <span class="underline">Irrevocable Dedication of Assets</span>. This corporation’s assets are irrevocably dedicated to public and charitable purposes. No part of the net earnings, properties, or assets of the corporation, on dissolution or otherwise, shall inure to the benefit of any private person or individual, or to any director or officer of the corporation. On liquidation or dissolution, all properties and assets remaining after payment, or provision for payment, of all debts and liabilities of the corporation shall be distributed to a nonprofit fund, foundation, or corporation that is organized and operated exclusively for charitable purposes and that has established its exempt status under Internal Revenue Code §501(c)(3).
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	7. <span class="underline">Board of Directors.</span>		7. <span class="underline">Board of Directors.</span>

	7.1 ''General Powers of Board''. Subject to the provisions and limitations of the California Nonprofit Public Benefit Corporation Law and any other applicable laws, and subject to any limitations of the articles of incorporation or these, the corporation’s activities and affairs shall be managed, and all corporate powers shall be exercised, by or under the direction of the board. The members of the Board of Directors shall have no personal liability for the debts, liabilities or obligations of the corporation by reason of their serving as directors.		7.1 ''General Powers of Board''. Subject to the provisions and limitations of the California Nonprofit Public Benefit Corporation Law and any other applicable laws, and subject to any limitations of the articles of incorporation or these bylaws, the corporation’s activities and affairs shall be managed, and all corporate powers shall be exercised, by or under the direction of the board. The members of the Board of Directors shall have no personal liability for the debts, liabilities or obligations of the corporation by reason of their serving as directors.

	7.2 ''Specific Powers of Board''. Without prejudice to the general powers set forth in Section 7.1 of these bylaws, but subject to the same limitations, the board shall have the power to do the following:		7.2 ''Specific Powers of Board''. Without prejudice to the general powers set forth in Section 7.1 of these bylaws, but subject to the same limitations, the board shall have the power to do the following:
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	(4) Determine which persons and entities will receive the financial support of the corporation in furtherance of its charitable purposes.		(4) Determine which persons and entities will receive the financial support of the corporation in furtherance of its charitable purposes.

	7.3 ''Number, Term and Qualifications of Directors''. The board of directors shall consist of at least three (3) but no more than seven (7) directors unless changed by amendment to these bylaws. The initial number of directors shall be ~~five~~ (5); but the number of directors may be changed from time to time, within those limits, by a resolution adopted by the board of directors. At least one director, but no more than three directors, shall be assigned to each of Class 1, Class 2 and Class 3. The term of Class 1 directors shall expire a year prior to the expiration of the term of Class 2 directors, and the term of Class 3 directors shall expire a year after the expiration of the term of Class 2 directors. Directors ~~in each Class shall be elected to a term of three (3) years (provided that, initially, Class 1 directors shall be elected for a term of one (1) year and Class 2 directors~~ shall be elected for a term of two (2) years), but shall continue to serve thereafter until their successors are elected and qualified. There is no limit on the number of terms, consecutive or otherwise, that a director may serve. Directors will serve without compensation; provided that the reasonable, approved expenses of a director may be advanced or reimbursed.		7.3 ''Number, Term and Qualifications of Directors''. The board of directors shall consist of at least three (3) but no more than seven (7) directors unless changed by amendment to these bylaws. The initial number of directors shall be three (3); but the number of directors may be changed from time to time, within those limits, by a resolution adopted by the board of directors. Directors shall be elected for a term of two (2) years, but shall continue to serve thereafter until their successors are elected and qualified. There is no limit on the number of terms, consecutive or otherwise, that a director may serve. Directors will serve without compensation; provided that the reasonable, approved expenses of a director may be advanced or reimbursed.

	7.4 ''Interested Persons as Directors''. No more than 49 percent of the persons serving on the board may be “interested persons.” An interested person is (1) any person compensated by the corporation for services rendered to it within the previous 12 months, whether as a full-time or part-time employee, independent contractor, or otherwise, excluding any reasonable compensation paid to a director as director; and (2) any ~~brother, sister~~, ancestor, descendant, spouse, ~~brother-in-law, sister-in-law, son- in-law, daughter~~-in-law, ~~mother~~-in-law, or ~~father~~-in-law of such person. However, any violation of this paragraph shall not affect the validity or enforceability of transactions entered into by the corporation.		7.4 ''Interested Persons as Directors''. No more than 49 percent of the persons serving on the board may be “interested persons.” An interested person is (1) any person compensated by the corporation for services rendered to it within the previous 12 months, whether as a full-time or part-time employee, independent contractor, or otherwise, excluding any reasonable compensation paid to a director as director; and (2) any sibling, ancestor, descendant, spouse, sibling-in-law, child-in-law, or parent-in-law of such person. However, any violation of this paragraph shall not affect the validity or enforceability of transactions entered into by the corporation.

	7.5 ''Vacancies on Board''. A vacancy or vacancies on the board of directors shall occur in the event of (1) the death, removal, resignation or expiration of the term of any director; (2) the declaration by board resolution of a vacancy of the office of a director who has been convicted of a felony or declared of unsound mind by a court order; (3) the removal of a director for fraudulent acts in an action in Superior Court under Corporations Code §5223; or (4) the increase of the authorized number of directors.		7.5 ''Vacancies on Board''. A vacancy or vacancies on the board of directors shall occur in the event of (1) the death, removal, resignation or expiration of the term of any director; (2) the declaration by board resolution of a vacancy of the office of a director who has been convicted of a felony or declared of unsound mind by a court order; (3) the removal of a director for fraudulent acts in an action in Superior Court under Corporations Code §5223; or (4) the increase of the authorized number of directors.