BYLAWS
OF STARBASE, INC.
ARTICLE I
TITLE, PURPOSE, LOCATION, SEAL
SECTION 1: TITLE
The Corporation shall be known as STARBASE, Inc. (hereinafter called the “Corporation”) which shall at all times be operated and conducted as a nonprofit educational and /or charitable Corporation, organized under the laws of the State of X.
SECTION 2: PURPOSE
The Objects of the organization shall be to fulfill the purposes set forth in the Articles of Incorporation, to wit:
(a) To receive and administer funds for scientific, educational, cultural, and charitable purposes and to that end to take and hold by bequest, devise, gift, grant, purchase, lease of otherwise either absolutely or jointly with any other person, persons, or corporation, any property, real, personal, tangible, or intangible, or any undivided interest therein, without limitation as to amount or value; to sell, convey, or otherwise dispose of any such property and to invest, reinvest, or deal with the principal or the income thereof in such manner as, in the judgment of the Trustees, will best promote the purposes of the Corporation with limitation, except such limitations, if any, as many be contained in the instrument under which such property is received, the Articles of Incorporation, these bylaws of the Corporation, or any laws applicable thereto.
(b) Without limiting the generality of the foregoing, one of the principal purposes of the Corporation shall be the fostering of opportunities for the youth of X participating in the STARBASE, Inc. program through making of grants and/or contributions.
(c) In general, to do any and all acts and things, and to exercise any and all powers which it may now or hereafter be lawful for the Corporation to do or exercise under and pursuant to the laws of the State of X for the purposes of the Corporation.
(d) The purposes for which the Corporation is organized shall be confined to those which are strictly scientific, educational, cultural, and charitable.
(e) The Corporation shall not engage nor shall any of its funds, property or income be used in carrying on propaganda or otherwise attempting to influence legislation, nor shall the Corporation participate in or intervene in (including the publishing or distribution of statements) any political campaign on behalf of any candidate for public office, nor shall the Corporation engage in subversive or un-American activities.
SECTION 3: PLACE OF BUSINESS
Business may be conducted at any place convenient to such directors/officers/trustees as may be participating. The official address of the Corporation shall be:
Address
SECTION 4: CORPORATE SEAL
The seal of the Corporation shall be in the charge of the Executive Director and/or Secretary and shall be inscribed with the Corporation’s Official name.
ARTICLE II
CORPORATION MEMBERSHIP
SECTION 1: GENERAL
The membership of the Corporation shall be known as the Board of Directors. The Board of Directors shall also be the Trustees of the Corporation and for all legal purposes, shall be the sole governing body of the Corporation. The operation, business, and property of the Corporation shall be managed and controlled by the Board of Directors.
SECTION 2: ELIGIBILITY
The following people shall serve as members of the Corporation
(a) The X shall serve as Executive Director of the Corporation. That membership shall last for the duration of time that the person holds the position, however after that person has left that position, the membership may be continued by a majority vote of the Corporation membership, unless the person is unfavorably discharged from the position.
(b) The remaining membership shall be selected for their ability to enhance the Corporation’s ability to accomplish its purpose as set forth in Article 1, Section 2 of the bylaws. When a vacancy in membership occurs, a member of the Corporation shall make nominations for membership by presenting a resume to the current members of the Corporation. A majority vote is required to elect a new member to the board.
SECTION 3: NUMBER
The Board of Directors shall never consist of more than five (5) members and may be as few as three (3) members. Advisors may be added to the membership but strictly as advisors. The Board of Directors shall never have more than five (5) advisor members.
SECTION 4: ELECTION AND TERM
The Board of Directors may re-elect a member whose term has expired or elect a new member to fill the vacancy for a term of three years.
SECTION 5: VACANCIES
In the event of an unscheduled vacancy of an elected member of the Board of Directors, the remaining Board shall elect a successor to fulfill the unexpired term by an affirmative majority vote of the remaining Board. The member so elected may function immediately as a Trustee upon election.
SECTION 6: REMOVAL OF MEMBERS
(a) Any member elected to membership according to ARTICLE II, SECTION 2 (b) may be removed from membership by the affirmative vote of a majority of the members present in person, at any regular or special meeting called for that purpose, for conduct detrimental to the interests of the Corporation, for lack of sympathy with its objectives, or for refusal to render reasonable assistance in carrying out its purposes. Any such member proposed to be removed shall be entitled to at least ten (10) days notice in writing by mail of the meeting at which such removal is to be voted upon and shall be entitled to appear before and be heard at such meeting.
ARTICLE III
OFFICERS
SECTION 1: GENERAL
The elected officers of the Board of Directors shall be President, Vice President, Secretary and Treasurer.
SECTION 2: ELECTION
Board members shall present their recommendations to the Board at the Annual Meeting, at which time, elections will be held.
SECTION 3: TERM OF OFFICE
All officers shall hold office for a nominal period on three (3) years. Members may be elected to consecutive terms, providing the Board of Directors has gained their consent to place their name for nomination. Any officer elected or appointed by the Board may beremoved at any time with or without cause by the affirmative vote of a majority of the whole Board.
SECTION 4: EXECUTIVE DIRECTOR
The X shall serve as Executive Director for the Board of Directors. The Executive Director shall insure that the Corporation bylaws are executed by preparing appropriate agendas to accomplish the objectives of the Corporation. The Executive Director shall insure all reports and committee responsibilities have been requested from the appropriate members. He/She informs all members of regular or special Meetings. The Executive Director (or Secretary) shall have custody of the Seal of the Corporation and shall have authority to cause such Seal to be affixed to or otherwise reproduced upon all official documents. The Executive Director of the Board may be nominated by the Board and subsequently elected to serve as President of the Board by an affirmative majority vote of the Board.
SECTION 5: PRESIDENT
The president of the Corporation shall preside at all Meetings of the Board. He/She shall enforce the rules and bylaws of the Corporation and nominate committee and subcommittee chairpersons for confirmation by the Board. The president shall serve as an exofficio member of all committees and subcommittees.
SECTION 6: VICE PRESIDENT
The Vice President shall perform the duties and exercise the powers of the President during the absence and disability of the President.
SECTION 7: SECRETARY
The Secretary shall be responsible for keeping all documents and records of the Corporation including, but not limited to, recording minutes of all Meetings of the Board. The Secretary (or Executive Director) shall have custody of the Seal of the Corporation and shall have authority to cause such Seal to be affixed to or otherwise reproduced upon all official documents. The Secretary may, with the approval of the Board, request the Executive Director to record, prepare, and distribute the Board minutes.
SECTION 8: TREASURE
The Treasure shall maintain or cause the financial records of the Corporation to be maintained. In additional the Treasure shall prepare or cause to be prepared a financial report on a quarterly basis for the NGB/DoD Reports. The Treasure shall receive or make provision for the receipt of funds, disburse monies as have been approved by the Executive Director or Board and are due payable. The Treasurer shall be bonded throughout his/her term as Treasurer, and this bond shall be in any amount exceeding the total value of funds controlled by the Treasurer during his/her term of office.
ARTICLES IV
COMMITTEES
SECTION 1: EXECUTIVE COMMITTEE
There shall be an Executive Committee composed of the officers of the Corporation for the purpose of transacting crisis business. The Executive Committee shall meet at the call of the President or any three officers. All action taken by the Executive Committee shall be subject to ratification by the Board of Directors, which if circumstances warrant may be done by telephone or electronic mail. Otherwise the action will be ratified at the next regular Board Meeting. A majority of the members of the Executive Committee shall constitute a quorum for the transaction of business by the Executive Committee. The Executive Committee shall present an Annual Statement to the entire Board of Directors detailing the business and condition of the Corporation.
SECTION 2: COMMITTEES
Except as otherwise stated in these bylaws, the President shall appoint the members and designate the Chair of Standing and other Committees. The Chairperson of each Standing Committee must be a member of the executive Committee unless approved by the Executive Committee.
SECTION 3: STANDING COMMITTEES
(a) Fund Raising Committee: There shall be a Fund Raising Committee whose responsibilities shall include planning for the solicitation of contributions in support of the Corporation’s purposes.
(b) Public Information Committee: There shall be a Public Information Committee whose responsibilities shall include planning a program to gain understanding and acceptance of the Corporation by the community.
(c) Nominating Committee: There shall be a Nominating Committee whose responsibilities shall be to nominate Corporation members at each Annual Meeting or to nominate Corporation members to fill vacancies as they occur.
(d) Special Committees: Special Committees may be appointed by the President with the concurrence of the Board of Directors for such tasks as circumstances warrant. Such special committees shall limit their activities to the accomplishment of the task for which created and appointed, and shall have no power to act except such as is specifically conferred by action of the Board of Directors. Upon completion of the task for which appointed, such Special Committee shall stand discharged.
ARTICLE V
MEETINGS
SECTION 1: GENERAL
The members of the Corporation shall meet twice a year to conduct the business of the Corporation.
SECTION 2: FISCAL YEAR
The Fiscal year for the Corporation shall be from October 1 through September 30.
SECTION 3: MEETING DATES
(a) Meeting dates will be the first Thursday of the second and fourth quarter (March/September). If the first Thursday is a holiday, the Meeting will be held on the first working day after the holiday. Dates may be changed by a majority vote of the board.
(b) The Annual Meeting of the Board of Directors shall be the September Meeting. The purpose of the Annual Meeting shall be to elect any new officers, appoint committees if needed, approve annual budget and FY past report.
(c) Special Meetings of the Board of Directors may be called by the President, or at the written request of three (3) of the members of the Board. The President, Secretary, or Executive Director shall give oral or written notice of time and location of each such Meeting to each member of the Board at least five (5) days prior to the Meeting; however, if all Trustees waive the advance notice requirement either orally or in writing to the person issuing the notice, a Board Meeting may be held at any time. Any action which might be taken at a Meeting of the Board of Trustees maybe taken without a meeting if a Record of Memorandum thereof be made in writing and signed by all the Members of the Board and filed with the secretary and made a part of the Corporation records.
SECTION 4: MEETING PLACE
The Board of Directors shall normally meet at a restaurant chosen by the President, members of the Board or advisors, unless determined otherwise by a majority vote of the Board.
SECTION 5: ORGANIZATION OF MEETINGS
(a) The President shall call the Meeting to order, call for minutes and their approval or revision, call for treasurer’s report and its approval or revision and maintain the order of the Meeting according to Robert’s Rules of Order. The President shall adjourn the Meeting.
(b) The Executive Director shall present the business of the Meeting to the Board, including both old and new and committee reports when appropriate.
(c) The Secretary shall record the proceedings of the Meeting or make provision for the recording of the Meetings as outlined in Article III, Section 6. Minutes of the Meeting shall be distributed to all members of the Board of Directors within one week of the Meeting.
(d) A simple majority of the number of the Board of Directors shall constitute quorum for the transaction of business by the Board. If less than a quorum is present, a majority of those present may adjourn the Meeting form time to time until a quorum shall be present.