BYLAWS OF THE DASH FOUNDATION, INC.

(an Arizona nonprofit corporation)

Effective as of September 3, 2014

Article I – Offices
Article II – Purposes
Article III – Membership
Article IV – Membership Meetings
Article V – Board of Directors
Article VI – Officers
Article VII – Committees
Article VIII – Miscellaneous
Article IX – Effective Date, Amendments and Dissolution
Schedule A – Membership Dues Schedule

Article I

 

Offices

Section 1.1. Principal Office

The principal office of The Dash Foundation, Inc. (the “Corporation”) shall be located in the state of Arizona.  The board of directors shall have full power and authority to change the location of the Corporation’s principal office.

Section 1.2. Other Offices

The board of directors may at any time establish branch or subordinate offices at any location at which the Corporation is qualified to do business.

Article II

Purposes

The Corporation is an association of persons with a common business interest, organized to engage in any lawful activity permitted by Section 501(c)(6) of the Internal Revenue Code of 1986.  Its purpose is to promote, protect and standardize Dash and other privacy-centric cryptocurrencies.

Article III

Membership

Section 3.1. Membership Classes

The Corporation shall have two classes of members: Individual Members and Industry Members.  The term “member” may be used generically to refer to a member of either class.

Section 3.2. Membership Qualifications

  1. Industry MembersIndustry Members shall be entities or natural persons that do business in, service or support Dash or another privacy-centric cryptocurrency.
  2. Individual MembersIndividual Members shall be natural persons that transact in, promote or otherwise contribute to Dash or another privacy-centric cryptocurrency.

Section 3.3.     Affiliates; Additional Rights and Privileges; Limitations on Voting Rights of Members

  1. Affiliates
    1. The board of directors may establish one or more classes of individuals or entities associated with the Corporation. Such individuals or entities shall be referred to as affiliates.
    2. No class or classes of affiliates shall have the right to vote:
      1. In an election of directors;
      2. On a sale, lease, exchange or other disposition of all or substantially all of the assets of the Corporation;
      3. On a merger of the Corporation;
      4. On a dissolution or reorganization of the Corporation;
      5. On an amendment to the articles of incorporation or these bylaws; or
      6. On any other action requiring the vote of members.
  2. Additional Rights and Privileges
  3. The board of directors may by resolution establish additional rights, privileges and duties corresponding to each class of members and affiliates, provided that such rights, privileges and duties are consistent with the articles of incorporation and these bylaws.
  4. Limitations on Voting Rights of Members
  5. Except as otherwise provided for by resolution of the board of directors, no member shall be entitled to vote on:
    1. A sale, lease, exchange or other disposition of all or substantially all of the Corporation’s assets;
    2. A merger of the Corporation;
    3. A dissolution or reorganization of the Corporation; or
    4. An amendment to the articles of incorporation or these bylaws.

Section 3.4. Admission

Unless otherwise provided for by resolution of the board of directors, the Executive Director shall admit a candidate for membership upon determination that the candidate possesses the qualifications for membership set forth in these bylaws.

Section 3.5. Dues, Fees and Assessments

Members shall pay dues annually.  The membership dues schedule (attached hereto as Schedule A) may be amended or revised by a majority of the directors then in office.  However, no such amendment or revision shall apply retroactively, nor shall any increase take effect until the next time a member is obligated to pay dues.  The board of directors may establish a policy for acceptance of in-kind contributions.

Section 3.6. Termination of Membership

    1. Resignation

Any member may at any time submit her resignation in writing to the Secretary of the Corporation.  This shall not relieve the member from any obligations she may have to the Corporation as a result of obligations incurred or commitments made prior to resigning, including any membership dues, fees or assessments owed.  A resigning member shall not be entitled to a refund, pro rata or otherwise, of any dues, fees or assessments for the balance of the calendar year in which she resigns.

    1. Expulsion and Suspension

Any member may be expelled or suspended by a majority of the directors then in office if:

    1. She is given:
      1. At least fifteen days’ written notice;
      2. The reason she is being expelled or suspended; and
      3. An opportunity to be heard by the board of directors, either orally or electronically, at least five days before the effective date of the expulsion or suspension; or
    2. Her expulsion or suspension is fair and reasonable, taking into consideration all relevant facts and circumstances.

Section 3.7. Reinstatement

Expelled or suspended members may be reinstated by a majority of the directors then in office.

Section 3.8. Property Rights

No member shall have any right or interest in any of the property or assets of the Corporation, with the exception of intellectual property rights retained in any work contributed to the Corporation.

Section 3.9. Nonliability

No member of the Corporation shall be personally liable for the acts, debt, liabilities or obligations of the Corporation.

Section 3.10. Nontransferability

  1. No member may transfer, for value or otherwise, his membership in the Corporation or any right arising therefrom. All rights of membership shall cease upon a member’s death, resignation, expulsion or the dissolution of the Corporation.
  2. Notwithstanding (A):
    1. If an Industry Member is involved in an acquisition or merger in which the member is not the surviving entity, the board of directors may permit the member’s membership to be transferred to the surviving entity for the remainder of the year, provided that the surviving entity meets the membership qualifications set forth in these bylaws. The surviving entity shall be liable for any and all unpaid membership dues, fees and assessments owed by the member.
    2. If one Industry Member acquires or merger with another Industry Member, the membership of the entity that does not survive shall expire on the effective date of the merger, provided that the surviving entity meets the membership qualifications set forth in these bylaws. There shall be no proration or refund of any membership dues, fees or assessments for the year of the acquisition or merger.  The surviving entity shall be liable for any and all unpaid dues, fees and assessments owed by the two members.
  3. The board of directors may, at its discretion, grant a waiver of any provision in this section.

Section 3.11. Distribution of Assets upon Dissolution

Upon dissolution of the Corporation, all assets not otherwise disposed of shall be distributed in a manner consistent with the tax status of the Corporation at the time of dissolution.  No assets shall be distributed to any members of the Corporation.

Article IV

Membership Meetings

Section 4.1. Place of Meetings

All meetings of members shall be held at the Corporation’s principal office or any other location in or outside the state of Arizona, as determined by the board of directors.

Section 4.2. Annual Meetings

The annual meeting of each class of members shall be held each year on such date and at such time and place as determined by the board of directors.

Section 4.3. Special Meetings

  1. Special meetings of members shall be held:
    1. At the call of the board of directors; or
    2. If members holding ten percent or more of the voting power of the Corporation sign, date and deliver to the Secretary of the Corporation a written demand for the meeting describing the purpose or purposes for which it is to be held.
  2. The record date for determining whether the ten percent requirement is met shall be the close of business on the thirtieth day before the demand is delivered.
  3. Notice of a special meeting shall be given no more than thirty days after the demand is delivered, in accordance with Section 4.4 below.

Section 4.4. Notice of Meetings

  1. Notice of each annual and special meeting, and an election ballot, shall be given at least ten days but not more than sixty days before the meeting to each member of the Corporation that is entitled to vote on the record date for notice of the meeting.
  2. The notice shall include the date, time and place of the meeting or, if applicable, the date by which the ballot must be returned or submitted.
    1. Notice of an annual meeting at which directors are to be elected shall state the name of each candidate.
    2. Notice of a special meeting shall describe the purpose or purposes for which the meeting is being called.
  3. The record date for determining which members are entitled to notice of and to vote at an annual or special meeting shall be the day before the effective date of the first notice to the members.
    1. After a record date is fixed, the Corporation shall prepare an alphabetical list of the names of all members entitled to notice of the meeting. The list shall state the address and number of votes each member is entitled to vote at the meeting.
    2. The Corporation shall prepare on a current basis through the time of the meeting another list of members, if any, that are entitled to vote at the meeting but not entitled to notice of it. The Corporation shall prepare this list on the same basis as the first and make it a part of the list of members.

Section 4.5. Adjourned Meetings

Any annual or special meeting, regardless of whether a quorum is present, may be adjourned by a majority of the members either present or represented by proxy.  No notice of the new date, time and place is required other than an announcement before the meeting is adjourned.  If a new record date is or must be fixed under section 10-3707 of the Arizona nonprofit corporation act, notice of the adjourned meeting shall be given to all members as of the new record date.

Section 4.6. Proxies

Every member may vote in person or through one or more agents authorized by a written proxy executed by the member or her attorney in fact and filed with the Secretary of the Corporation.  A proxy is valid for eleven months, unless the person executing it specifies therein a different length of time it is to continue in force.  It is effective when received by the Secretary of the Corporation.

Section 4.7. Quorum

Members, in person or represented by proxy, holding ten percent of all votes entitled to be cast, shall constitute a quorum for the transaction of business at a meeting of members.  Unless otherwise provided herein, if a quorum is present in person or by proxy, then any action approved by a majority of the members present shall be the act of the members.

Section 4.8. Voting

Each member is entitled to one vote on each matter submitted to a vote of the member’s class.  Voting may be by voice or ballot, electronic or otherwise.  Cumulative voting shall not be authorized.

Section 4.9. Action by Electronic Ballot

  1. Any action that may be taken at an annual or special meeting of members may be taken without a meeting if the Corporation delivers an electronic ballot to every member entitled to vote on the matter. Such ballot shall:
    1. Set forth the proposed action;
    2. Provide an opportunity to vote for or against each proposed action;
    3. Indicate the number of votes needed to meet the quorum requirements;
    4. State the percentage of approvals required to approve each matter; and
    5. Specify the time by which the ballot must be returned or submitted to the Corporation, which shall not be less than three days after it is delivered.
  2. Approval by electronic ballot shall be valid only if:
    1. The number of votes cast within the specified time period equals or exceeds the quorum that would be required to be present at a meeting authorizing the action; and
    2. The number of approvals equals or exceeds the number of votes that would be required to approve the matter at a meeting at which the total number of votes cast was the same as the number of votes cast by ballot.

Section 4.10. Conduct of Meetings

The Chairman of the Board or, in his absence, the Vice Chairman, or, in the Vice Chairman’s absence, the Executive Director, shall preside over all meetings of members.  In the absence of all three, a chair chosen by a majority of the members present shall preside.  The Secretary of the Corporation shall act as the secretary of all meetings of members.  In the Secretary’s absence, the presiding officer shall appoint another member Acting Secretary.

Article V

Board of Directors

Section 5.1. Powers

  1. Subject to the limitations of the articles of incorporation, these bylaws and the Arizona nonprofit corporation act, and the duties of directors as prescribed by these bylaws, all corporate powers shall be exercised by or under the authority of, and the affairs of the Corporation shall be managed by, the board of directors.
  2. The board of directors shall have the power to:
    1. Select and remove all officers, agents, employees and contractors, and fix reasonable compensation therefor;
    2. Authorize and empower officers or agents to enter into contracts and other commitments on behalf of the Corporation; and
    3. Appoint and delegate responsibilities and authority to committees, officers and agents.

Section 5.2. Number of Directors

The minimum authorized number of directors is three.  The number of directors may be changed by resolution of a majority of the directors then in office.

Section 5.3. Composition of Board of Directors; Terms

    1. Industry Directors

Industry Members, voting as a class, shall elect two Industry Directors, one if there is only one Industry Member.  In an election of Industry Directors, each Industry Member shall be entitled to nominate a single candidate.

    1. Individual Directors

Individual Members, voting as a class, shall elect three Individual Directors.  In an election of Individual Directors, each Individual Member shall be entitled to nominate a single candidate.

    1. Observers

Each director shall have the right to designate a single observer to attend board meetings when such director is unable to attend, provided that the director gives notice to the Chairman of the Board and the Chairman of the Board approves the request.  An observer attending in place of a director shall have the right to fully participate in the general session, but not to vote on or put forth any motion.

    1. Terms

Except for adjustments that may be made by the board of directors from time to time to maintain or create staggered terms, terms of Industry and Individual Directors shall be two years long and run from January 1 to December 31 of the following calendar year.  Directors may serve consecutive terms.  A director shall continue to hold office despite the expiration of her term until she resigns, is removed or her successor is elected.

    1. Elections

Industry Directors may be elected at an annual meeting of Industry Members or by written or electronic ballot delivered to Industry Members.  Individual Directors may be elected at an annual meeting of Industry Members or by written or electronic ballot delivered to Individual Members.  Procedures governing elections of directors may be established by resolution of the board of directors, provided that such resolutions are consistent with these bylaws and the articles of incorporation.
Section 5.4. Vacancies

A board of directors vacancy resulting from the expiration of a director’s term or the death, resignation or removal of a director shall be filled by a majority of a quorum of members of the class that elected the director.  In the event of an increase in the authorized number of directors, the board may appoint an interim director to fill the vacancy or vacancies until such time as a successor is elected by the appropriate members.  In the event of a decrease in the authorized number of directors, such decrease shall not have the effect of removing any director prior to the expiration of his term.

Section 5.5. Place of Meetings

Board meetings may be held in or outside the state of Arizona at any place designated from time to time by resolution of the board of directors.

Section 5.6. Regular Meetings

Regular board meetings shall be held at such intervals as may from time to time be approved by the board of directors.

Section 5.7. Special Meetings

Special board meetings may be called for any purpose at any time by twenty-five percent of the directors then in office.

Section 5.8. Notice of Meetings

Regular board meetings may be held without notice of the date, time, place or purpose of the meeting.  Two days’ notice of the date, time and place of special board meetings shall be given to each director.

Section 5.9. Action Without Meeting

Any board of directors action may be taken without a meeting if all directors individually or collectively consent in writing to such action.  A written consent shall describe the action taken, be signed by one or more directors and be included in the minutes or filed with the corporate records reflecting the action.  An action without meeting is effective when the last director signs the consent, unless the consent specifies a later effective date.  The written consent has the effect of a meeting vote and may be described as such in any document.  A consent may be signed using an electronic signature as defined in Section 44-7002 of the Arizona Revised Statutes.

Section 5.10. Electronic Meetings

The board of directors may permit any or all directors to participate in a regular or special meeting by, or conduct the meeting through, the use of any means of communication by which all participating directors may simultaneously hear or read each other during the meeting.  A director participating in a meeting in this manner is deemed to be present at the meeting.

Section 5.11. Quorum

Unless otherwise provided herein, fifty percent of the directors then in office (but in no case less than one-third of the fixed or prescribed number of directors provided for in these bylaws) shall be necessary to constitute a quorum for the transaction of business at a board meeting.  If a quorum is present when a meeting is convened, the quorum shall be deemed to exist until the meeting is adjourned, notwithstanding the departure of one or more directors.  If a quorum is present, every act of or decision made by a majority of the directors present shall be regarded as an act of the board of directors, unless a larger number is required by law, the articles of incorporation or these bylaws.

Section 5.12. Fees and Compensation

Directors and committee members may receive compensation for services and reimbursement for expenses as determined by resolution of the board of directors, provided that such compensation is reasonable and comparable to that paid by unaffiliated entities for similar services.  Nothing herein shall preclude directors from serving the Corporation in any other capacity, including as an officer, agent, employee or consultant.

Section 5.13. Indemnification

The Corporation shall indemnify its directors to the fullest extent allowed by Chapter 31, Article 5 of the Arizona nonprofit corporation act.

Section 5.14. Standards of Conduct

  1. In accordance with Section 10-3830 of the Arizona nonprofit corporation act, a director shall discharge the duties of a director, including duties as a member of any committee on which the director may serve:
    1. In good faith;
    2. With the care an ordinarily prudent person in a like position would exercise under similar circumstances; and
    3. In a manner the director reasonably believes to be in the best interests of the Corporation.
  2. In discharging her duties, a director shall be entitled to rely on information, opinions, reports or statements, including financial statements and other financial data, if prepared or presented by:
    1. One or more officers or employees of the Corporation whom the director reasonably believes to be reliable and competent in the matters presented;
    2. Legal counsel, public accountants or other persons, regarding matters the director reasonably believes are within the person’s professional or expert competence; or
    3. A committee of or appointed by the board of directors, of which the director is not a member, if the director reasonably believes the committee merits confidence.
  3. A director is not acting in good faith if the director has knowledge concerning the matter in question that makes reliance otherwise permitted by (B) unwarranted.
  4. A director is not liable to the Corporation, any member or any other person for any action taken as a director or any failure to take action if her duties were performed in compliance with this section. The liability of a director for monetary damages to the Corporation and its members shall be eliminated to the fullest extent allowed by Chapter 31, Article 5 of the Arizona nonprofit corporation act.

Section 5.15. Conflict of Interest Transactions

  1. As used in this section, a “conflicting interest” is the interest a director has with respect to a transaction effected or proposed to be effected by the Corporation if:
    1. The director knows at the time of commitment that he or a related person as defined in Section 10-3860(3) of the Arizona nonprofit corporation act: (a) is a party to the transaction; or (b) has a beneficial financial interest in or so closely linked to the transaction, of such financial significance to the director or a related person, that the interest would reasonably be expected to exert an influence on the director’s judgment if he were called on to vote on the transaction; or
    2. The transaction is brought before, or is of such character and significance to the Corporation that it would normally be brought before, the board of directors for action, and the director knows at the time of commitment that any of the following persons or entities is a party to the transaction, or has a beneficial financial interest in or so closely linked to the transaction, of such financial significance to the person or entity, that the interest would reasonably be expected to exert an influence on the director’s judgment if he were called on to vote on the transaction:
      1. An entity other than the Corporation, of which the director is a director, general partner, agent or employee;
      2. A person that controls one or more of the entities specified in (a), or an entity that is controlled by or under common control with one or more of the entities specified in (a);
      3. The director’s general partner, principal or employer.
  2. A “conflict of interest transaction” is a transaction effected or proposed to be effected by the Corporation with respect to which a director has a conflicting interest. A conflict of interest transaction shall not be enjoined, set aside or give rise to an award of damages or other sanctions in a proceeding by a member by or in the right of the Corporation because the director, or any person or entity with whom or which the director has a personal, economic or other association, has an interest in the transaction if:
    1. Directors’ action with respect to the transaction was taken at any time in compliance with Section 10-3862 of the Arizona nonprofit corporation act;
    2. Members’ action with respect to the transaction was taken at any time in compliance with Section 10-3863 of the Arizona nonprofit corporation act; or
    3. The transaction, judged according to the circumstances at the time of commitment, is established to have been fair to the Corporation.
  3. The “time of commitment” with respect to a transaction is the time when the transaction is consummated, or, if entered into pursuant to a contract, the time when the Corporation becomes contractually obligated such that its unilateral withdrawal from the transaction would entail significant loss, liability or other damage.

Section 5.16 Resignation and Removal

    1. Resignation

Any director may resign at any time by giving written notice to the board of directors, the Chairman of the Board or the Secretary of the Corporation.  An act of resignation is effective when notice is given unless the notice specifies a later effective date or event.  If a later effective date or event is specified, the board of directors may fill the pending vacancy before such date or event if the board provides that the successor does not take office until such date or event.

  1. Removal
    1. Any director may be removed for cause, at a meeting called for that purpose, by the members of the class that elected her, if she has been declared of unsound mind by a final order of a court, convicted of a felony or found by a final order of judgment to have breached any duty arising under these bylaws, the articles of incorporation or Section 10-3830 of the Arizona nonprofit corporation act. The director may be removed only if the number of votes cast to remove her would be sufficient to elect her.
    2. Any director may be removed without cause, at a meeting called for that purpose, by the vote of two-thirds of the members of the class that elected her.
    3. Any director may be removed with or without cause by a majority of the directors then in office.

Section 5.17 Advisory Board

The board of directors may by resolution establish an advisory board comprised of one or more individuals chosen by the board of directors at its sole discretion.  The board of directors shall not be bound by any advice or decision of the advisory board.  The members of the advisory board shall not have the rights or privileges of directors or members as set forth in the Arizona nonprofit corporation act, nor any power or authority over the operation of the Corporation.  A member of the advisory board may be removed at any time by the board of directors with or without cause.

Article VI

Officers

Section 6.1. Officers

    1. Chairman of the Board

The Chairman of the Board shall be the chief officer of the Corporation.  The Chairman of the Board shall be an ex officio voting member of all committees and have such other powers and duties as may be designated from time to time by the board of directors.  The Chairman of the Board shall have the authority to cast a tie-breaking vote in the election of any directors or officers other than the Chairman of the Board.

    1. Vice Chairman

In the event of the absence, death, removal, resignation or incapacity of the Chairman of the Board, the Vice Chairman shall perform all duties and have all powers of the Chairman of the Board.  The Vice Chairman shall have the authority to cast a tie-breaking vote in the election of the Chairman of the Board.  The Vice Chairman shall have such other powers and duties as may be designated from time to time by the board of directors.

    1. Executive Director

Subject to the supervision and control of the board of directors, the Executive Director shall supervise, direct and control the business and affairs of the Corporation.  The Executive Director shall from time to time report to the board of directors and Chairman of the Board all matters within the Executive Director’s knowledge that should be brought to the attention of the board.  The Executive Director shall have such other powers and duties as may be designated from time to time by the board of directors.

    1. Treasurer
      1. The Treasurer shall be responsible for all corporate funds. The Treasurer shall:
        1. Keep complete and accurate accounts of the finances of the Corporation;
        2. Deposit all monies and other valuable effects in the name and to the credit of the Corporation in such depositories as may be designated by the board of directors;
        3. Disburse funds when proper to do so; and
        4. Report from time to time on the financial condition of the Corporation to the board of directors.
    2. The Treasurer shall have such other powers and duties as may be designated from time to time by the board of directors.
    3. Secretary
      1. The Secretary shall be responsible for all corporate records. The Secretary shall:
        1. Prepare minutes of all board meetings and meetings of members;
        2. Record all actions taken without a meeting by the board of directors, members and any committees of the board;
        3. Provide notice of all board meetings and meetings of members;
        4. Authenticate the records of the Corporation; and
        5. Maintain a record of the Corporation’s members in a form that permits preparation of a list of the names and addresses of all members, in alphabetical order, by class of membership, showing the number of votes each member is entitled to cast and the class of membership held by each member.
      2. The Secretary shall have such other powers and duties as may be designated from time to time by the board of directors.

Section 6.2. Nomination and Election

The officers of the Corporation shall be elected annually by the board of directors in accordance with this article.  Each officer shall hold office until he resigns, is removed or his successor is elected.  All officers must be members of the Corporation and all officers other than the Executive Director must be directors.  In an election of officers, all directors shall be entitled to nominate and vote for candidates.  Officers’ terms shall be two years long and there shall be no prohibition against them serving consecutive terms.  An officer may simultaneously hold more than one office in the Corporation.  The board of directors may by resolution establish procedures governing the nomination and election of officers, provided that such resolutions are consistent with these bylaws and the articles of incorporation.

Section 6.3. Removal and Resignation

      1. Removal

Any officer may be removed at any time, with or without cause, by the board of directors.

      1. Resignation

Any officer may resign at any time by giving written notice to the board of directors or another officer of the Corporation.  An act of resignation is effective when notice is given unless the notice specifies a later effective date or event.  If the Corporation accepts such later effective date or event, the board of directors may fill the pending vacancy before the date or event if the board provides that the successor does not take office until such date or event.  An officer’s resignation shall not prejudice the rights of the Corporation under any contract to which the officer is a party.

Section 6.4. Vacancies

Any vacancy resulting from the death, resignation, removal or disqualification of an officer shall be filled in the manner prescribed in these bylaws for regular elections of officers.

Section 6.5. Standards of Conduct

      1. In accordance with Section 10-3842 of the Arizona nonprofit corporation act, an officer shall discharge the duties of an officer:
        1. In good faith;
        2. With the care an ordinarily prudent person in a like position would exercise under similar circumstances; and
        3. In a manner the officer reasonably believes to be in the best interests of the Corporation.
      2. In discharging her duties, an officer shall be entitled to rely on information, opinions, reports or statements, including financial statements and other financial data, if prepared or presented by:
        1. One or more officers or employees of the Corporation whom the officer reasonably believes to be reliable and competent in the matters presented; or
        2. Legal counsel, public accountants or other persons, as to matters the officer reasonably believes are within the person’s professional or expert competence.
      3. An officer is not acting in good faith if the officer has knowledge concerning the matter in question that makes reliance otherwise permitted by (B) unwarranted.
      4. An officer is not liable to the Corporation, any member or any other person for any action taken as an officer or any failure to take action if her duties were performed in compliance with this section. The liability of an officer for monetary damages to the Corporation and its members shall be eliminated to the fullest extent allowed by Chapter 31, Article 5 of the Arizona nonprofit corporation act.

Section 6.6. Indemnification

The Corporation shall indemnify its officers to the fullest extent allowed by Section 10-3856 of the Arizona nonprofit corporation act.

Article VII

Committees

Section 7.1. Committees of the Board

The board of directors may from time to time create committees and appoint directors to serve on them.  The creation of any committee and appointment of any committee members shall be by resolution of a majority of the directors then in office.  Each committee shall consist of two or more directors that serve at the pleasure of the board.  The sections of Article V of these bylaws governing board meetings, notice, action without meetings, quorum and voting requirements shall also apply to committees.  The board of directors shall retain the right to limit the powers and duties of, and disband, any committee it creates.

Section 7.2. Powers and Authority of Committees

      1. The board of directors may delegate to any committee any of the board’s powers and authority in the management of the business and affairs of the Corporation.
      2. Notwithstanding (A), no committee may:
        1. Authorize distributions;
        2. Approve or recommend to members any action that requires the approval of members under the Arizona nonprofit corporation act;
        3. Fill any board of directors or committee vacancies;
        4. Adopt, amend or repeal bylaws; or
        5. Fix the compensation of directors for serving on the board or any committee.

 

Article VIII

Miscellaneous

Section 8.1. Fiscal Year

The fiscal year of the Corporation shall end on the last day of December.

Section 8.2. Inspection of Corporate Records

A member’s right to inspect and copy records of the Corporation shall be as provided in and subject to the terms and conditions of Chapter 39, Article 1 of the Arizona nonprofit corporation act.

Section 8.3. Representation of Shares of Other Corporations

The board of directors may vote, represent or exercise on behalf of the Corporation all rights incident to any and all shares or other membership interests of any other corporation or organizations standing in the name of the Corporation.  The board of directors may by resolution delegate this authority to one or more officers of the Corporation, who may exercise it themselves or through another person authorized to do so by proxy duly executed by the officer.

Section 8.4. Checks, Drafts and Payments

The board of directors shall from time to time determine a person or persons to sign or endorse all:

      1. Checks, drafts or other orders for payment of money;
      2. Notes or other evidence of indebtedness issued in the name of or payable to the Corporation; and
      3. Securities owned or held by the Corporation requiring signature for transfer.

Section 8.5. Execution of Contracts

      1. The board of directors may grant the general or specific authority to any officer, employee or agent to:
        1. Enter into any contract; or
        2. Execute any contract or other instrument in the name of or on behalf of the Corporation.
      2. Unless so authorized by the board of directors, no officer, agent or employee shall have any power or authority to:
        1. Bind the Corporation by any contract or engagement;
        2. Pledge its credit; or
        3. Render it liable for any purpose and in any amount.
      3. Notwithstanding (B), any contract or other instrument in writing executed or entered into between the Corporation and any third person that is signed by the Chairman of the Board and either the Vice Chairman, Secretary of the Corporation, Treasurer or Executive Director shall be valid and binding upon the Corporation in the absence of actual knowledge on the part of such third person that the signing officers had no authority to execute the contract or instrument.

Section 8.6. Corporate Loans, Guarantees and Advances

The Corporation shall not advance or loan any money or property to, nor guarantee any obligation of, any director or officer.

Section 8.7. Maintenance of Records

The Corporation shall maintain corporate records as required by Section 10-11601 of the Arizona nonprofit corporation act.

Section 8.8. Political Activities

The Corporation shall not make any political or lobbying expenditure that will result in the loss of, or otherwise adversely affect, its status as a tax-exempt organization under the Internal Revenue Code of 1986.

Section 8.9. Form of Written Ballots

Electronic ballots shall be considered acceptable substitutes for printed ballots for all purposes.

Article IX

Effective Date, Amendments and Dissolution

Section 9.1. Effective Date

These bylaws shall become effective upon their adoption.  Amendments to these bylaws shall become effective upon their adoption unless the board of directors specifies a later effective date.

Section 9.2. Bylaw Amendments

To the fullest extent permitted by Chapter 33 of the Arizona nonprofit corporation act, the authority to make, alter, amend or repeal these bylaws is vested exclusively in the board of directors and may be exercised upon approval by a majority of the directors then in office without the vote or consent of any member or third party.

Section 9.3. Dissolution

      1. A majority of the directors then in office, without the vote or consent of any member or third party, may dissolve the Corporation by delivering to the Arizona Corporation Commission articles of dissolution.
      2. An incorporate or director, whose signature shall be acknowledged, shall execute the articles of dissolution, which shall state:
        1. The name of the Corporation;
        2. The date of its incorporation;
        3. That the Corporation has no members entitled to vote on dissolution; and
        4. That the dissolution was duly authorized by act of the board of directors.
      3. Upon dissolution of the Corporation, all assets not otherwise disposed of shall be distributed to one or more organizations that engage in activities substantially similar to those of the Corporation and that have qualified for tax-exempt status under Section 501(c)(6) or 501(c)(3) of the Internal Revenue Code of 1986.
      4. Authorization of dissolution pursuant to this section shall require the approval in writing of all persons whose approval is required for dissolution.

Schedule A

Membership Dues Schedule (effective September 3, 2014)

Membership Class Annual Membership Dues One Time Payment
Industry 500 DRK
Individual 10 DRK
Lifetime Individual 100 DRK