By-Laws
BY-LAWS
OF
RESCARTA FOUNDATION, INC.
ARTICLE I
Offices
Offices
Section 1. Principal Office. The corporation may have such offices, either within or without the State of Wisconsin, or within or without the United States, as may be designated from time to time by resolution of the Board of Directors.
Section 2. Registered Office and Registered Agent.
(a.) The corporation shall maintain a registered office and registered agent in the State of Wisconsin. The address of the initial registered office in the State of Wisconsin and the name of the initial registered agent of the corporation at such address are set forth in the Articles of Incorporation. The identity and address of the registered agent may be changed from time to time by notifying the Wisconsin Department of Financial Institutions pursuant to the provisions of the Wisconsin Nonstock Corporation Law (the "WNCL").
(b.) In the event the corporation desires to qualify to do business in one or more States other than Wisconsin, the corporation shall designate the location of the registered office in each such State and designate the registered agent for service of process at such address in the manner provided by the law of the State in which the corporation elects to be qualified.
ARTICLE II
Board of Directors
Board of Directors
Section 1. General Powers. The business and affairs of the corporation shall be managed by or under the direction of the Board of Directors, which may exercise all such powers of the corporation and do all such lawful acts and things as are not by statute or by articles of incorporation or by these By-Laws specifically reserved to the members.
Section 2. Number and Qualifications of Directors.
(a) The number of directors shall be as determined by the Board of Directors from time to time but in no event less than three (3) nor more than none (9) and shall serve for the term provided in Section 3 of this Article. No amendment of this section shall reduce the number of directors to less than the number required by the WNCL, which at the time of adoption of these By-laws is three (3).
(b) Language to the contrary herein notwithstanding, the following member groups shall each elect one director to the Board of Directors: contributing members; affiliated members and participating members. The definition of each member group is more fully set forth at Section 1 of Article V herein.
(c) Directors need not be residents of the State of Wisconsin or of the United States nor members of the corporation.
Section 3. Compensation. The Board of Directors shall not receive compensation for serving as Directors. Directors may receive reimbursement for reasonable expenses incurred in connection with corporate matters, provided that such reimbursement is authorized by the Board of Directors.
Section 4. Election and Term.
(a) Initial Board. Each person named in the Articles of Incorporation or elected by the Incorporator at the organizational meeting of the corporation, as the case may be, shall be a member of the initial Board of Directors, and shall hold office until the first annual meeting of the Board of Directors, or until their successor shall have been elected and qualified, or until their earlier resignation, removal or death.
(b) Method of Election. Directors of this corporation shall be elected at the annual meeting of the Board of Directors, except in the following instances:
(i) The initial Board of Directors shall be elected as provided for in Sub-section (a) immediately above.
(ii) The directors chosen by the contributing members, affiliated members and participating members shall be chosen by those member groups, and not the Board of Directors.
(c) Term of Office. Directors shall hold office from the close of the annual meeting for a term of one (1) year, or until their earlier resignation, removal or death.
Section 5. Resignation. A director may resign at any time by filing a written resignation with the President or the Secretary of the corporation.
Section 6. Removal. A director may be removed from office with or without cause by the vote of a majority of the other directors of this corporation either at a regular meeting or at any special meeting called for that purpose.
Section 7. Vacancies. In the event a vacancy occurs in the Board of Directors from any cause, including an increase in the number of directors, an interim director shall be elected by the Board of Directors of this corporation. An interim director shall serve until a successor is elected upon expiration of the term of office for that director.
Section 8. Annual Meeting. The annual meeting of the Board of Directors shall be held at such time and place as the Board of Directors may determine, for the purpose of transacting such business as may come before the meeting.
Section 9. Regular Meetings. The Board of Directors may provide by resolution for regular or stated meetings of the Board, to be held at a fixed time and place, and upon the passage of any resolution such meetings shall be held at the stated time and place without other notice than such resolution.
Section 10. Special Meetings. Special meetings of the Board of Directors may be held at any time and place for any purpose or purposes, unless otherwise prescribed by the WNCL, by the call of the Chairman of the Board, the President of the corporation, or any two directors.
Section 11. Notice and Waiver of Notice of Meetings.
(a) Notice. Notice of the date, time and place of any annual or special meeting shall be given by oral or written notice delivered personally to each director at least forty-eight (48) hours prior thereto, or by written notice given by other than personal delivery at least five (5) days prior thereto. Notice shall be given in one of the methods described in Sub-section (b) below. The purpose of and the business to be transacted at any special meeting of the Board of Directors need not be specified in the notice or waiver of notice of such meeting.
(b) Method of Giving Notice. Notice of any annual or special meeting of the Board of Directors shall be given in one of the methods described in ARTICLE III hereof. The purpose of and the business to be transacted at any special meeting of the Board of Directors need not be specified in the Notice or Waiver of Notice of such meeting.
(c) Waiver of Notice. Whenever any notice whatsoever is required to be given under the provisions of the WNCL, or under the provisions of the Articles of Incorporation or By-Laws of the corporation, a waiver thereof in writing, signed at any time by the person or persons entitled to such notice, shall be deemed equivalent to the giving of such notice. The attendance of a director at a meeting shall constitute a waiver of notice of such meeting, except where a director attends the meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened.
Section 12. Meetings by Telephone or other Communication Technology.
(a) Any or all directors may participate in a regular or special meeting or in a committee meeting of the Board of Directors by, or conduct the meeting through the use of, telephone or any other means of communication by which either: (i) all participating directors may simultaneously hear each other during the meeting or (ii) all communication during the meeting is immediately transmitted to each participating director and each participating director is able to immediately send messages to all other participating directors.
(b) If a meeting will be conducted through the use of any means described in subsection (a), all participating directors shall be informed that a meeting is taking place at which official business may be transacted. A director participating in a meeting by any means described in subsection (a) is deemed to be present in person at the meeting.
Section 13. Action by Written Consent of Directors Without a Meeting. Any action required or permitted to be taken at a Board meeting may be taken without a meeting by written action signed by two-thirds (2/3) of the directors then in office. All directors shall receive written notice of any action so taken, and the written action is effective on the date specified in the written consent or on the tenth (10th) day after the date on which written notice is given, whichever is later.
Section 14. Quorum. A majority of the number of directors then in office shall constitute a quorum for the transaction of business at any meeting of the Board of Directors, but if less than such majority is present at a meeting, a majority of the directors present may adjourn the meeting from time to time without further notice.
Section 15. Manner of Acting. The act of a majority of the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors, unless the act of a greater number is required by the WNCL, or the Articles of Incorporation or By-Laws of the corporation.
Section 16. Presumption of Assent. A director of the corporation who is present at a meeting of the Board of Directors, or a committee thereof, at which action on any corporate matter is taken shall be presumed to have assented to the action taken unless such director's dissent shall be entered in the minutes of the meeting or unless such director shall file a written dissent to such action with the person acting as the Secretary of the meeting before the adjournment thereof or shall forward such dissent by registered mail to the Secretary of the corporation immediately after the adjournment of the meeting. Such right to dissent shall not apply to a director who voted in favor of such action.
Section 17. Committees.
(a) Executive and Other Committees. The Board of Directors by resolution may create an Executive Committee or one or more other committees, each consisting of three (3) or more directors designated by the Board of Directors, having such powers and duties, not inconsistent with subsection (b) hereof or any existing delegation of powers to a committee of directors, as may be provided in the resolution creating such committee as initially adopted or as thereafter supplemented or amended by further resolution adopted by similar vote. The Board of Directors may also designate persons who are not directors to serve as members of any such committee with the exception of the Executive Committee. Additionally, the Executive Committee shall have and may exercise, when the Board of Directors is not in session, all of the powers of the Board of Directors in the management of the business and affairs of the corporation.
(b) Non-delegable Powers; Alternative Members; Rules of Committees. No committee of directors shall be empowered to act in lieu of the entire Board of Directors in respect to election of officers or the filling of vacancies on the Board or on committees of directors created pursuant to this Section. All members of the Board of Directors who are not members of a given committee shall be alternate members of such committee and may take the place of any absent member or members at any meeting of such committee, upon the request of the President or chairman of such meeting. Each committee of directors shall fix its own rules governing the conduct of its activities, not inconsistent with the rules promulgated by the Board of Directors, and shall make such reports to the Board of Directors of its activities as the Board may request.
Section 18. Conflict of Interest.
(a) Each director shall disclose to the Board of Directors any duality of interest or possible conflict of interest whenever the duality or conflict pertains to a matter being considered by the Board.
(b) No contract or other transaction between the corporation and one (1) or more of its directors or between the corporation and any other corporation, partnership, association or other organization in which one (1) or more of the directors of the corporation are directors or officers or are financially interested, shall be void or voidable solely because of such relationship or interest or solely because such director or directors are present at or participate in the meeting of the Board of Directors or a committee thereof which authorized, approves or ratifies such contract or transaction or solely because his or her or their votes are counted for such purpose, if:
(i) The material facts as to the director's relationship or interest and as to the contract or transaction are disclosed or are known to the Board of Directors or committee, and the Board of Directors or committee in good faith authorizes, approves or ratifies the contract or transaction by the affirmative votes of a majority of the disinterested directors, even though the disinterested directors be less than a quorum; or
(ii) The contract or transaction is fair as to the corporation at the time it is authorized, approved or ratified by the Board of Directors, or a committee of the Board of Directors.
(c) Common or interested directors may be counted in determining the presence of a quorum at a meeting of the Board of Directors or a committee thereof which authorizes, approves or ratifies such contract or transaction.
ARTICLE III
Methods of Giving Notice
Methods of Giving Notice
Notice of any annual or special meeting of directors, and any other notice required to be given under these By-Laws or the WNCL may be communicated in person, by telephone, telegraph, teletype, facsimile or other form of wire or wireless communication, or by mail or private carrier, and, if these forms of personal notice are impracticable, notice may be communicated by a newspaper of general circulation in the area where published, or by radio, television or other form of public broadcast communication. Oral notice is effective when communicated. Written notice is effective at the earliest of the following:
(a) When received.
(b) When deposited in the U.S. Mail, if mailed postpaid and correctly addressed.
(c) On the date shown on the return receipt, if sent by registered or certified mail, return receipt requested, and the receipt is signed by or on behalf of the addressee.
ARTICLE IV
Officers
Officers
Section 1. Officers. The principal officers of the corporation shall be a President, one or more Vice Presidents (the number thereof to be determined by the Board of Directors) a Secretary, and a Treasurer, each of whom shall be elected by the Board of Directors. A Chairman of the Board, and one or more Vice Chairmen may be elected or appointed by the Board of Directors from time to time. The same individual may simultaneously hold more than one office. Officers must be members of the Board of Directors.
Section 2. Duties. The officers of the corporation shall have the following duties:
(a) Chairman of the Board. The Chairman of the Board, if one is elected, shall preside at all meetings of the Board of Directors and members, and shall have such other duties and authority as may be conferred by the Board of Directors.
(b) Vice Chairman. The Vice Chairman, if one is elected, shall, in the absence or disability of the Chairman of the Board, perform the duties and exercise the powers of the Chairman of the Board. The Vice Chairman shall also perform whatever duties and have whatever powers the Board of Directors may from time to time assign to them. If more than one Vice Chairman is elected and the Chairman of the Board is absent or becomes disabled, the Board of Directors shall choose one (1) Vice Chairman to perform the duties and exercise the powers of the Chairman.
(c) President. The President shall be the principal executive officer of the corporation and, subject to the control of the Board of Directors, shall in general supervise and control all of the business and affairs of the corporation. The President shall, when present, preside at all meetings of the Board of Directors. The President shall have authority, subject to such rules as may be prescribed by the Board of Directors, to appoint such agents and employees of the corporation as he or she shall deem necessary, to prescribe their powers, duties and compensation, and to delegate authority to them. Such agents and employees shall hold office at the discretion of the President. In general, the President shall perform all duties incident to that office, and such other duties as may be prescribed by the Board of Directors from time to time. If a Chairman of the Board is not elected, the President shall preside at all meetings of the Board of Directors and members.
(d) Vice President. In the absence of the President, or in the event of the President's death, inability or refusal to act, the Vice President (or in the event there be more than one Vice President, the Executive Vice President, or if one shall not have been designated, the Vice President with the longest service in that office) shall perform the duties of the President and when so acting shall have all the powers of and be subject to all the restrictions upon the President. Any Vice President shall perform such other duties as from time to time may be assigned by the President or by the Board of Directors. Vice Presidents may by their election have charge and supervision of designated portions of the corporation's affairs.
(e) Secretary. The secretary shall: (a) keep the minutes of the Board of Directors' meetings in one or more books provided for that purpose; (b) see that all notices are duly given in accordance with the provisions of these By-Laws or as required by law; (c) be custodian of the corporate records and of the seal of the corporation if one is authorized by the Board of Directors, in which case the Secretary shall see that the seal of the corporation is affixed to all documents the execution of which on behalf of the corporation under its seal is duly authorized; and (d) in general perform all duties incident to the office of Secretary and such other duties as from time to time may be assigned by the President or by the Board of Directors.
(f) Treasurer. If required by the Board of Directors, the Treasurer shall give a bond for the faithful discharge of his duties in such sum and with such surety or sureties as the Board of Directors shall determine. The Treasurer shall: (a) have the oversight responsibility for all funds and securities of the corporation, and for moneys due and payable to the corporation from any source whatsoever, including the deposit of such moneys in name of the corporation in such banks, trust companies or other depositories as shall be selected in accordance with the provisions of these By-Laws; and (b) in general perform all of the duties incident to the office of Treasurer and such other duties as from time to time may be assigned by the President or by the Board of Directors.
Section 3. Other Assistants and Acting Officers. The Board of Directors shall have the power to appoint any person to act as assistant to any officer, or to perform the duties of such officer whenever for any reason it is impracticable for such officer to act personally, and such assistant or acting officer so appointed by the Board of Directors shall have the power to perform all the duties of the office to which such person is so appointed to be assistant, or as to which such person is so appointed to act, except as such power may otherwise be defined or restricted by the Board of Directors.
Section 4. Election and Term of Office. The officers of the corporation shall be elected annually by the Board of Directors at its annual meeting. If the election of officers shall not be held at such meeting, such election shall be held as soon thereafter as conveniently may be. Each officer shall hold office from the close of the annual meeting for a term of one year, or until a qualified successor is elected upon expiration of the term of that officer, or until that officer's death, or until that officer shall resign or shall have been removed in the manner hereinafter provided.
Section 5. Removal. Any officer or agent elected or appointed by the Board of Directors may be removed by the Board of Directors, whenever in its judgment the best interests of the corporation will be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed. Election or appointment shall not of itself create contract rights.
Section 6. Vacancies. A vacancy in any office because of death, resignation, removal, disqualification or otherwise, may be filled by the Board of Directors for the unexpired portion of the term.
Section 7. Compensation. Officers of the corporation shall not receive compensation for serving as officers, but may receive reasonable compensation for other personal services rendered which are necessary to carrying out the exempt purposes of the corporation. In addition, officers may receive reimbursement for reasonable expenses incurred in connection with corporate matters, provided that such reimbursement is authorized by the Board of Directors.
ARTICLE V
Members
Members
Section 1. Member Groups. Membership in the corporation shall consist of the following three types of member groups:
(a) Participating Members. This group of members shall consist of individuals who volunteer their time, expertise and skills to the corporation for the purpose of assisting the corporation in developing, maintaining and improving the standards which are the goal of the corporation, in educating the community at large on such standards, and in the implementation of said standards.
(b) Affiliated Members. This group of members shall consist of those non-profit organizations who will benefit from the use of standards for the digital storage and distribution of visual, audio, written or other digital file formats, and the computer-related open source code to implement said recommended standards.
(c) Contributing Members. This group of members shall consist of individuals and for-profit entities who will be contributing membership dues and who have an interest in developing, maintaining and improving the standards which are the goal of the Corporation, which standards involve the digital storage and distribution of visual, audio, written or other digital file formats, and the computer-related open source code to implement said recommended standards, in educating the community at large on such standards, and in the implementation of said standards.
Section 2. Admission of Members and Term.
(a) Initial Members. The initial members of the corporation shall be admitted by the Incorporator at the organizational meeting of the corporation.
(b) Election of Additional Members. Additional members may be elected by the Directors from time to time. Except as specified immediately above relative to the election by the Incorporator at the organizational meeting of the corporation, to be admitted as a member, any person or entity must be nominated by a current member of the corporation and must complete a written membership application in such form as shall be adopted by the Board of Directors from time to time. Members of this corporation shall be elected at the annual meeting of the Board of Directors.
(c) Term of Membership. Any individual or entity admitted as a member shall remain in said position for a term of one (1) year, or until their earlier resignation, removal or death.
Section 3. Resignation. A member may resign at any time by filing a written resignation with the President or the Secretary of the corporation.
Section 4. Removal. A member may be removed from office with or without cause by the vote of a majority of the directors of this corporation either at a regular meeting or at any special meeting called for that purpose.
Section 5. Voting Rights. Members shall have no voting rights, except the limited right of each member group to vote for one member of the Board of Directors, as provided for herein.
Section 6. Membership Dues. The Board of Directors shall have the right, from time to time, to assess dues, either as to all of the members in any specified membership group, or as to all members of the corporation.
Section 7. Compensation. Members of the corporation shall not receive compensation for serving as members, but may receive reasonable compensation for other personal services rendered which are necessary to carry out the exempt purposes of the corporation. In addition, members may receive reimbursement for reasonable expenses incurred in connection with corporate matters, provided that such reimbursement is authorized by the Board of Directors.
ARTICLE VI
Meetings of Members
Meetings of Members
Section 1. Annual Meeting. The annual meeting of the members shall be held annually at such time and place as the Board of Directors may determine (provided, however, that the first annual meeting shall be held not more than thirteen (13) months after the organization of the corporation and, in the case of all other annual meetings, not more than thirteen (13) months after the date of the last annual meeting), for the purpose of transacting such business as may come before the meeting.
Section 2. Special Meetings. Special meetings of the members may be held at any time and place for any purpose or purposes, on the call of the Chairman of the Board, President, Board of Directors or not less than ten percent (10%) of all Members. The call for the meeting shall be issued by the Secretary of the corporation.
Section 3. Notice and Waiver of Notice.
(a) Notice. Notice of the date, time and place of any annual or special meeting of the members shall be given in one of the methods described in Sub-section (b) below. The purpose of and the business to be transacted at any special meeting of the members shall be specified in the notice or Waiver of Notice of such meeting.
(b) Methods of Notice. Notice of any annual or special meeting of the members, may be communicated in person, by telephone, telegraph, teletype, facsimile or other form of wire or wireless communication, or by mail or by private carrier, and, if these forms of personal notice are impracticable, notice may be communicated by a newspaper of general circulation in the area where published, or by radio, television or other form of public broadcast communication. All notices are effective when communicated. Written notice is effective at the earliest of the following:
(i) When received.
(ii) When deposited in the U.S. mail, if mailed postpaid and correctly addressed to the members at their address as it appears in the membership records of the corporation.
(iii) On the date shown on the return receipt, if sent by registered or certified mail, return receipt requested, and the receipt is signed by or on behalf of the addressee.
(c) Waiver of Notice. Whenever any notice whatever is required to be given to any member, under the provisions of the WNCL, or under the provisions of the Articles of Incorporation or By-Laws of the corporation, a waiver thereof in writing, signed at any time by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice. The attendance of a member at a meeting shall constitute a waiver of notice of such meeting, except where a member attends the meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened.
(d) Notice of Adjourned Meetings. When a meeting is adjourned to another time or place, the corporation shall not be required to give any notice of the adjourned meeting if the time and place to which the meeting is adjourned are announced at the meeting at which the adjournment is taken. At the adjourned meeting, any business may be transacted that might have been transacted at the original meeting. If, however, the adjournment is for more than thirty (30) days, or if after the adjournment the Board of Directors fixes a new record date for the adjourned meeting, a notice of the adjourned meeting shall be given as provided in Sub-section (a) above, to each member of record on the new record date.
Section 4. Fixing Record Date.
(a) For the purpose of determining members entitled to notice of or to vote at any meeting of members or any adjournment thereof, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors, and which record date shall not be more than sixty (60) nor less than ten (10) days before the date of such meeting. If no record date is fixed by the Board of Directors, the record date for determining members entitled to notice of or to vote at a meeting of members shall be at the close of business on the day next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held. A determination of members of record entitled to notice of or to vote at a meeting of members shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for the adjourned meeting.
(b) For purposes of determining the members entitled to consent to corporate action in writing without a meeting, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors, and which date shall not be more than ten (10) days after the date upon which the resolution fixing the record date is adopted by the Board of Directors. If no record date has been fixed by the Board of Directors, the record date for determining members entitled to consent to corporate action in writing without a meeting, when no prior action by the Board of Directors is required by the WNCL, shall be the first date on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the corporation by delivery to its registered office in the State of Wisconsin, its principal place of business or an officer or agent of the corporation having custody of the books in which proceedings of meetings of members are recorded. Delivery made to a corporation's registered office shall be by hand or certified or registered mail, return receipt requested. If no record has been fixed by the Board of Directors and prior action by the Board of Directors is required by WNCL, the record date for determining members entitled to consent to corporate action in writing without a meeting shall be at the close of business on the day on which the Board of Directors adopts the resolution taking such prior action.
(c) For purposes of determining the members entitled to exercise any rights, or for the purpose of any other lawful action, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted, and which record date shall be not more than sixty (60) days prior to such action. If no record date is fixed, the record date for determining members for any such purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution relating thereto.
Section 5. Record of Members. The officer or agent having charge of the membership record of the corporation shall prepare and make, at least ten (10) days before each meeting of members, a complete list of the members arranged in alphabetical order, and showing the name, address, telephone number, facsimile number and electronic mail address of each such member. For a period of ten (10) days prior to such meeting, the list shall be open to the examination of any member, for any purpose germane to the meeting, during ordinary business hours. The list shall also be produced and kept open at the time and place of the meeting and shall be subject to inspection by any member at any time during the meeting.
Section 6. Quorum. A majority of the members of the corporation shall constitute a quorum for the transaction of business at any meeting of the members, but if less than such majority is present at a meeting, a majority of the members present may adjourn the meeting from time to time without further notice. When a specified item of business is required to be voted on by a certain class or group of member, a majority of the number of members in said class or group shall constitute a quorum for the transaction of business by that class or group of members.
Section 7. Manner of Acting. The act of a majority of the members present at a meeting at which a quorum is present shall be the act of the members, unless the act of a greater number is required by the WNCL, or the Articles or Incorporation or By-Laws of the corporation. Where a separate vote by class or group of members is required, the act of a majority of the members of that class or group present at a meeting at which a quorum is present shall be the act of that class or group of members, unless the act of a greater number is required by the WNCL, or the Articles of Incorporation or By-Laws of the corporation.
Section 8. Proxy. Every member entitled to a vote at a meeting of members, or a member's duly authorized attorney in fact, may authorize another person or persons to act for them by proxy. Each and every proxy must be signed by the member or their attorney in fact; no proxy shall be valid after one year from its date. All proxies shall be revocable.
Section 9. Action of Members Without a Meeting. Any action required to be taken or which may be taken at any annual or special meeting of members of the corporation, may be taken without a meeting, without prior notice and without a vote, if a written consent setting forth the actions so taken shall be signed by members having not less than a minimum number of votes that would be necessary to authorize or take such action at a meeting at which all members entitled to vote thereon were present and voted; provided, however, that no written consent shall be effective unless such consent (i) bears the date of signature by each member signing such consent, and (ii) is delivered to the corporation Secretary within sixty (60) days from the date on which the earliest consent was delivered to the corporation.
ARTICLE VII
Indemnification
Indemnification
Section 1. Mandatory Indemnification. The corporation shall, to the fullest extent permitted or required by Sections 181.041 to 181.053, inclusive, of the WNCL, including any amendments thereto (but in the case of any such amendment, only to the extent such amendment permits or requires the corporation to provide broader indemnification rights than prior to such amendment), indemnify its Directors and Officers against any and all Liabilities and advance any and all reasonable Expenses, incurred thereby in any Proceeding to which any Director or Officer is a Party because such Director or Officer is a Director or Officer of the corporation. The corporation may indemnify its employees and authorized agents, acting within the scope of their duties as such, to the same extent as Directors or Officers hereunder. The rights to indemnification granted hereunder shall not be deemed exclusive of any other rights to indemnification against Liabilities or the advancement of Expenses which such Director of Officer may be entitled under any written agreement, board resolution, vote of the members, the WNCL or otherwise. All capitalized terms used in this Article VII and not otherwise defined herein shall have the meaning set forth in Section 181.041 of WNCL.
Section 2. Permissive Supplementary Benefits. The Corporation may, but shall not be required to, supplement the foregoing right to indemnification against Liabilities and advancement of Expenses under Section 1 of this Article by (a) the purchase of insurance on behalf of any one or more of such Directors, Officers, employees or agents, whether or not the corporation would be obligated to indemnify or advance Expenses to such Director, Officer, employee or agent under Section 1 of this Article, and (b) entering into individual or group indemnification agreements with any one or more of such Directors or Officers.
Section 3. Continued Coverage. The indemnification provided by, or granted pursuant to this Article shall, unless otherwise provided when authorized or ratified, continue as to a person who has ceased to be a Director, officer, employee or agent and shall inure to the benefit of that person's respective heirs, executors, administrators and assigns.
Section 4. Private Foundations. Notwithstanding the foregoing, whenever the corporation is a private foundation as defined in I.R.C. Section 509(a), it shall not make any indemnification which would give rise to a penalty excise tax under I.R.C. Chapter 42.
ARTICLE VIII
Fiscal Year
Fiscal Year
The fiscal year of the corporation shall end on the last day of December of each year
ARTICLE IX
Corporate Acts, Loans and Deposits
Corporate Acts, Loans and Deposits
Section 1. Corporate Acts. For amounts of five thousand dollars ($5,000) or less, each of the President and Treasurer shall have authority to sign, execute and acknowledge on behalf of the corporation, all deeds, mortgages, bonds, stock certificates, contracts, leases, reports, and all other documents or instruments necessary or proper to be executed in the course of the corporation's regular business, or which shall be authorized by resolution of the Board of Directors, and for amounts over five thousand dollars ($5,000), any two of the President or Treasurer and any other officer of the corporation shall jointly have such authority. Except as otherwise provided by the WNCL or directed by the Board of Directors, the President may authorize in writing any officer or agent of the corporation to sign, execute and acknowledge such documents and instruments in his or her place and stead. The Secretary of the corporation is authorized and empowered to sign in attestation all documents so signed, and to certify and issue copies of any such document and of any resolution adopted by the Board of Directors of the corporation, provided, however, that an attestation is not required to enable a document to be an act of the corporation.
Section 2. Loans. No money shall be borrowed on behalf of the corporation and no evidences of such indebtedness shall be issued in its name unless authorized by resolution of the Board of Directors. Such authority may be general or confined to specific instances.
Section 3. Deposits. All funds of the corporation, not otherwise employed, shall be deposited from time to time to the credit of the corporation in such banks, investment firms or other depositories as the Board of Directors may select.
ARTICLE X
Books and Records
Books and Records
Section 1. Books and Records. The corporation shall keep correct and complete books and records of accounts and shall keep minutes of the proceedings of its Board of Directors, members and any committees relating thereto.
The corporation shall keep at its registered office or principal place of business, a record of the name, address, telephone number, facsimile number and electronic mail address of each member, together with the date of any withdrawal or termination of such member's membership. Each member shall be responsible for notifying the corporation of changes to such member's address, telephone number, facsimile number or electronic mail address.
The corporation shall keep at its registered office or principal place of business, a record of the name, address, telephone number, facsimile number and electronic mail address of each member, together with the date of any withdrawal or termination of such member's membership. Each member shall be responsible for notifying the corporation of changes to such member's address, telephone number, facsimile number or electronic mail address.
Section 2. Members' Inspection Rights. Any member, upon written request, and in a form acceptable to the Board of Directors, shall have the right to examine, in person or by agent or attorney, at any time during the corporation's customary hours for business, for any proper purpose as determined by the Board of Directors, the corporation's membership records and its other books and records.
ARTICLE XI
Seal
Seal
The Board of Directors may provide a corporate seal and prescribe the form thereof.
ARTICLE XII
Amendments
Amendments
Section 1. By the Directors. These By-Laws may be altered, amended, or repealed and new By-Laws may be adopted by the Board of Directors at any regular or special meeting thereof.
Section 2. Implied Amendments. Any action taken or authorized by the Board of Directors, which would be inconsistent with the By-Laws then in effect but is taken or authorized by affirmative vote of not less than the numbers of directors required to amend the By-Laws so that the By-Laws would be consistent with such action, shall be given the same effect as though the By-Laws had been temporarily amended or suspended so far, but only so far, as is necessary to permit the specific action so taken or authorized.
Certified as a true and correct copy of the By-Laws adopted on the 1st day of April, 2004, by the Board of Directors of ResCarta Foundation, Inc.
John Sarnowski, Secretary
Certified as a true and correct copy of the By-Laws adopted on the 1st day of April, 2004, by the Board of Directors of ResCarta Foundation, Inc.
John Sarnowski, Secretary