Referencing this article and my previous posting, I am impressed with their website's transparency and it is one of the few crypto currencies I have seen at has posted their state affiliations online. Makes me feel more and more comfortable with the dogecoin movement and hope to see many project be made possible through this crypto.
The Dogecoin Foundation
Bylaws of the Dogecoin Foundation
ARTICLE I. Name and Statement of Purpose.
The Dogecoin Foundation (hereinafter also referred to as “the Foundation”) is a nonprofit
Foundation created for and by the members of the worldwide Dogecoin Community (hereinafter
also referred to as “the Community”).
The purpose of the Foundation is to facilitate the continuing prosperity of Dogecoin through
promotional and charitable endeavors. It seeks to foster and expand the Community ideals of
camaraderie and playful discovery and to empower people the world over.
The Foundation provides guidance and essential infrastructure as well as a framework for
selforganizing and governing Community projects. It also encourages the development of
software and services for Dogecoin and related projects worldwide.
The Foundation shall have and may exercise all the rights and powers given to nonprofit
corporations under the Colorado Revised Nonprofit Corporation Act.
ARTICLE II. Membership.
2.1. Membership Classes.
The Foundation will have membership classes open exclusively to individuals as well as a
membership open to corporations, partnerships, limited liability companies and other legal
entities.
The Membership Classes open to individuals are:
Full Member.
Associate Member.
The membership class open to legal entities is: Affiliate Membership.
2.2. Full Member.
In order to be eligible for full membership, individual applicants must complete a written
membership application in such form as shall be adopted by the Board of Directors in
consultation with the membership.
The Board of the Foundation shall evaluate each application and grant full membership to all
applicants who fulfill the specified criteria. The Board may delegate this task to a committee of
no less than five full members of the Foundation.
If an application is rejected, the applicant may present their case to the full members of the
Foundation in written form. They shall review the application and vote on the applicant’s
promotion to full member status.
The incorporators may admit Full Members to the Foundation at its first meeting. All members
admitted to the Foundation prior to the adoption of these bylaws have the right to become Full
Members on request. Such request must be made within four (4) weeks of the adoption of these
bylaws. Thereafter, Full Members shall be admitted only in accordance with the proceedings as
defined in these bylaws and such criteria as agreed upon by the membership. Full Members pay
an annual membership fee as fixed in the membership fee regulations.
Unless specifically noted, any reference to “members” in these bylaws are to be understood to
refer exclusively to full members.
2.3. Associate Member.
Associate Membership is open to all individuals who have an interest in the use and future of
Dogecoin or the other projects of the Foundation. They must pay a membership fee as fixed in
the membership fee regulations. Their membership begins after the membership fee is paid and
lasts for twelve months. Payment of subsequent membership fees extends the membership.
Associate members do not have voting rights.
2.4. Affiliate Membership.
Affiliate Members are corporations, partnerships, limited liability companies and other legal
entities who wish to support the projects of the Foundation. They pay a membership fee in
accordance with the membership fee regulations. This fee may be tiered, waived or structured in
any way to accommodate organizations of varying size, purpose and legal status. Affiliate
members do not have voting rights.
2.5. Membership Fees.
All membership fees shall be determined by the membership fee regulations which are to be
changed only at the annual meeting.
2.6. Voluntary Withdrawal from Membership.
Members of all classes may withdraw from membership in the Foundation at any time by giving
written or electronic notice to the Foundation. There is no refund of membership fees.
2.7. Termination of Membership.
No member shall have his, her or its membership terminated except by an affirmative vote of a
twothirds majority of the Full Members of the Foundation.
2.8. Effect of Withdrawal or Termination of Membership.
Upon any withdrawal or termination of membership of any member, the membership, including
all related voting rights, of such member shall be terminated.
ARTICLE III. Membership Meetings.
3.1. Location of Meetings.
All meetings of the Members shall be held at such place (if any) within or without the State of
Colorado as may be determined from time to time by the Board of Directors. Unless required by
law, any meeting of Members shall not be held at any place but shall be held solely by means of
remote communication in accordance with Section 7.1.
3.2. Annual Meeting of Members.
A meeting of the members shall be held annually at such time as the Board of Directors may
determine (which shall be, in the case of the first annual meeting, not more than three (3)
months after the organization of the Foundation and, in the case of all other meetings, not more
than thirteen (13) months after the date of the last annual meeting), at which annual meeting the
members shall elect Directors and transact other proper business.
3.3. Special Meetings.
Special meetings of the members shall be held when directed by the Board of Directors, or
when requested in writing or by electronic message by not less than ten percent (10%) of all Full
Members entitled to vote at the meeting. The call for the meeting shall be issued by the
Secretary, unless the Board of Directors or the members requesting the meeting shall designate
another person to do so.
3.4. Notice.
3.4.1. Notice of Meetings.
Electronic notice of meetings shall be given not less than 30 nor more than 60 days before the
date on which the meeting is to be held, as of the record date fixed by the Board of Directors,
except as otherwise provided herein or as required by law. The notice of any meeting shall state
the date and hour (in UTC) of the meeting, and the means of remote communication, if any, by
which members may participate and vote at such meeting. Notice to members may be given by
electronic mail, personal delivery, mail, facsimile, or other means of electronic transmission.
Notwithstanding the above, the Foundation shall not be required to give notice of a members'
meeting to any member to whom notice of two consecutive annual meetings, and all notices of
meetings or of the taking of action by written consent without a meeting to such member during
the period between such two consecutive annual meetings, have been sent under the
procedures outlined above and have been returned undeliverable.
Any action or meeting which shall be taken or held without notice to such member shall have the
same force and effect as if such notice had been duly given. If any such member delivers to the
Foundation a notice setting forth his or her then current address, the requirement that notice be
given to such member shall be reinstated.
3.4.2. Notice of Adjourned Meetings.
When a meeting is adjourned to another time or place, the Foundation 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 Section 3.4.1 above, to each member of record on the new record
date entitled to vote at such meeting.
3.4.3. Waiver of Notice.
Whenever notice is required to be given to any member, a waiver thereof in writing or sent by
electronic transmission by the person or persons entitled to such notice, whether before or after
the time stated therein, shall be the equivalent to the giving of such notice. Attendance by a
person at a meeting shall constitute a waiver of notice of such meeting, except when the person
attends a meeting for the express purpose of objecting, at the beginning of the meeting, to the
transaction of business because the meeting is not lawfully called or convened. Neither the
business to be transacted at, nor the purpose of any regular or special meeting of the members
need be specified in the written waiver of notice.
3.5. Fixing Record Date.
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 60 nor less than five (5) 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.
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 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.
3.6. Voting.
Each member shall be entitled to one vote on each matter submitted to a vote at a meeting of
the members, except as may otherwise be provided in the Colorado Revised Nonprofit
Corporation Act.
Except as otherwise provided in these bylaws, at any meeting of members, elections shall be
determined by a plurality of the votes cast by the members or class of members entitled to vote
at the election.
All other matters shall be determined by a majority of votes of the participating eligible members,
except when a different vote is required by express provision of law or these bylaws.
All voting, including on the election of directors, but excepting where otherwise required by law,
may be by an open vote; provided, however, that upon demand thereof by a member entitled to
vote, a vote by secret ballot shall be taken. Members may not vote by proxy.
The Foundation may, and to the extent required by law, shall, appoint one or more inspectors to
act at meetings and make a written report thereof. If no inspector or alternate is able to act at a
meeting, the person presiding at the meeting may, and to the extent required by law, shall,
appoint one or more inspectors to act at the meeting. Each inspector shall faithfully execute the
duties of inspector with strict impartiality and according to the best of his or her ability.
3.7. Conduct of Business.
At every meeting of members, the President, or, in his or her absence, such other person as
may be appointed by the Board of Directors, shall act as chairman. The Secretary of the
Foundation or a person designated by the chairman of the meeting shall act as secretary of the
meeting. Unless otherwise approved by the chairman of the meeting, attendance at the annual
meeting is restricted to the members and officers of the Foundation.
The chairman of the meeting shall call the meeting to order, establish the agenda, and conduct
the business of the meeting in accordance therewith or, at the chairman’s discretion, the
business of the meeting may be conducted otherwise in accordance with the wishes of the
members in attendance. The date and time of the opening and closing of the polls for each
matter upon which the relevant members will vote at the meeting shall be announced at the
meeting.
ARTICLE IV. Directors and Executive Officers.
4.1. General Powers.
The business and affairs of the Foundation shall be managed by or under the direction of the
Board of Directors, which may exercise all such powers of the Foundation and do all such lawful
acts and things as are not by statute or by the Certificate of Incorporation or by these Bylaws
specifically reserved to the members.
4.2. Compensation.
The compensation of directors, if any, shall be fixed by a vote of the membership at the annual
meeting.
4.3. Number of Directors, Election and Terms.
The Foundation shall initially have five (5) directors. Thereafter, the number of directors shall be
fixed by the members at each annual meeting of members. However, the number of directors
shall not exceed nine, nor be less than five.
Each person named in the Certificate of Incorporation or elected by the incorporator(s) at the
organization meeting, as the case may be, as a member of the initial Board of Directors shall
hold office until the first annual meeting of members and until his or her successor shall have
been elected and qualified or until his or her earlier resignation, removal or death.
At the first annual meeting of members the members shall elect the full Board of Directors. Each
director shall hold office for two years and until his or her successor shall have been elected and
qualified or until his or her earlier resignation, removal or death.
4.4. Executive Board.
The Board of Directors shall appoint officers to serve on the Executive Board to oversee the
daytoday operations of the Foundation and shall delegate to these Executive Officers all such
powers of the Foundation and enable them to do all such lawful acts and things as are not by
statute or by the Certificate of Incorporation or by these bylaws specifically reserved to the Board
of Directors or the members.
A. President.
The President shall be the chief executive officer of the Foundation and shall have general and
active management of the business and affairs of the Foundation (other than the management of
projects managed by a Project Committee), subject to the direction of the Board of Directors.
The President shall serve as Chairman of the Board of Directors and shall preside at all
meetings of the Board of Directors, the Executive Board and members.
The President shall be appointed by the Board of Directors from amongst themselves.
B. Vice President.
The Vice President shall, in the absence or disability of the President, perform the duties and
exercise the powers of the President. He or she also shall perform whatever duties and have
whatever powers the Board of Directors may from time to time assign him or her. If more than
one Vice President is appointed, one thereof shall be designated as Executive Vice President
and shall, in the absence or disability of the President, perform the duties and exercise the
powers of the President and each other Vice President shall only perform whatever duties and
have whatever powers the Board of Directors may from time to time assign him or her.
C. Secretary.
The Secretary shall keep accurate records of the acts and proceedings of all meetings of the
members and directors. The Secretary shall give all notices required by law and by these
Bylaws. In addition, the Secretary shall have general charge of the corporate books and records
and of the corporate seal, and he or she shall affix, or attest the affixing of, the corporate seal to
any lawfully executed instrument requiring it. The Secretary shall have general charge of the
membership records of the Foundation and shall keep, at the registered or principal office of the
Foundation, a record of the members showing the name, address, telephone number, facsimile
number and electronic mail address of each member. The Secretary shall sign such
instruments as may require his or her signature and, in general, shall perform all duties as may
be assigned to him or her from time to time by the Chairman, the President or the Board of
Directors. The Secretary may appoint individuals as needed from the membership to serve on
an executive committee tasked with assisting the Secretary with all of the responsibilities
described above. The Secretary can select one member of said committee to serve as acting
Secretary in his or her absence or, if necessary, one may be appointed by the Board.
D. Treasurer.
The Treasurer shall have custody of all corporate funds and financial records, shall keep full and
accurate accounts of receipts and disbursements and render accounts thereof at the annual
meetings of members, and shall perform such other duties as may be prescribed by the
Chairman, the President or the Board of Directors. The Treasurer may appoint individuals as
needed from the membership to serve on an executive committee tasked with assisting the
Treasurer with all of the responsibilities described above. The Treasurer can select one member
of said committee to serve as Acting Treasurer in his or her absence or, if necessary, one may
be appointed by the Board.
4.5. Resignation and Removal of Directors.
A director may resign at any time upon notice to the Foundation in writing or by electronic
transmission. Furthermore, any director or the entire Board of Directors may be removed, with
or without cause, by a vote of the majority of the members entitled to vote for the election of
directors or as otherwise provided in the Colorado Revised Nonprofit Corporation Act.
4.6. Resignation and Removal of Executive Officers.
An executive officer may resign at any time upon notice to the Foundation in writing or by
electronic transmission. Furthermore, any executive officer may be removed, with or without
cause, by the Board of Directors, by a vote of the majority of the members entitled to vote for the
election of directors or as otherwise provided in the Colorado Revised Nonprofit Corporation Act.
4.7. Vacancies.
Any vacancy occurring in the Board of Directors, including any vacancy created by reason of an
increase in the authorized number of directors, may be filled by the affirmative vote of a majority
of the remaining directors although less than a quorum of the Board of Directors or by a sole
remaining director. If there is more than one class of members, vacancies of directorships
elected by such class may be filled by a majority of the directors elected by such class or by a
sole remaining director.
4.8. Quorum and Voting.
A majority of the number of directors fixed in accordance with these bylaws shall constitute a
quorum for the transaction of business. The vote 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.
4.9. Executive Committees.
The Board of Directors, by resolution adopted by a majority of the full Board of Directors, may
establish an Executive Committee from among its members or the members of the Executive
Board to consist of at least one director or executive officer that serves as chair of the
committee. Each committee, to the extent provided in such authorizing resolution, shall have and
may exercise all the power and authority granted to them by the Board of Directors in the
daytoday operations of the Foundation, as limited by the laws of the State of Colorado.
The Board of Directors, by resolution adopted in accordance with this section, may designate
one or more directors or executive officers as alternate members of any such committee, who
may act in the place and stead of any absent or disqualified member or members at any meeting
of such committee. In the absence or disqualification of any member of any such committee or
committees, the member or members thereof present at any meeting and not disqualified from
voting, whether or not they constitute a quorum, may unanimously appoint another member of
the Board of Directors or the Executive Board to act at the meeting in the place of any such
absent or disqualified member.
4.10. Project and Permanent Committees.
In addition to the officers of the Foundation, the Board of Directors may, by resolution, establish
one or more Project Committees. The Board shall designate a chairman of the committee, who
will serve as the officer of the foundation and who shall be, subject to the direction of the Board
of Directors, primarily responsible for project(s) managed by such committee. He or she shall
establish rules and procedures for the daytoday management of project(s) for which the
committee is responsible. Each Project Committee shall be responsible for the active
management of one or more projects identified by resolution.
Project Commitees may include one or more other members of the Foundation, however,
unless elected or appointed as an officer in accordance with these Bylaws, a member of a
Project Committee shall not be deemed an officer of the Foundation.
The membership may, at any time, petition the Board of Directors to adopt a resolution to
establish a Project Committee. If the Board does not adopt a resolution to establish the
committee within a reasonable time, the membership may compel the Board to do so by a vote
of the majority of members.
The Board of Directors may delegate the power to form Project Committees to the Executive
Board or to one of its members.
The rules governing Project Committees also apply to Permanent Committees established to
perpetually oversee certain functions in the daytoday operations of the Foundation.
4.11. Time, Notice and Call of Meetings.
Regular meetings of the Board of Directors shall be held immediately following the annual
meeting of members each year and at such times thereafter as the Board of Directors may fix.
No notice of regular directors' meetings shall be required.
Special meetings of the Board of Directors shall be held at such times as called by the
Chairman of the Board, the President of the Foundation, or any two (2) directors. Electronic
notice of the time and place of special meetings of the Board of Directors shall be given to each
director by at least two (2) days before the meeting.
Notice of a meeting of the Board of Directors need not be given to any director who signs a
waiver of notice, either before or after the meeting. Attendance of a director at a meeting shall
constitute a waiver of notice of such meeting and waiver of any and all objections to the place of
the meeting, the time of the meeting, or the manner in which it has been called or conveyed,
except when a director states, at the beginning of the meeting, any objection to the transaction of
business because the meeting is not lawfully called or convened.
Members of the Board of Directors may participate in a meeting of such Board or of any
committee designated by such Board by remote communication as defined in Section 7.1.
4.12. Action Without a Meeting.
Any action required or permitted to be taken at a meeting of the Board of Directors or of any
committee thereof may be taken without a meeting if all the members of the board or committee,
as the case may be, consent thereto in writing or by electronic transmission. Such consent shall
have the same effect as a unanimous vote.
4.13. Director and Executive Officer Conflicts of Interest.
No contract or other transaction between the Foundation and one or more of its directors,
executives or between the Foundation and any other corporation, partnership, association or
other organization in which one or more of the directors or executives of the Foundation 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 authorizes, approves or
ratifies such contract or transaction or solely because his or her or their votes are counted for
such purpose, if:
A. The material facts as to the director's or executive’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
B. The material facts as to their relationship or interest and as to the contract or
transaction are disclosed or known to the members entitled to vote thereon, and the
contract or transaction is specifically approved in good faith by vote of such members; or
C. The contract or transaction is fair as to the Foundation at the time it is authorized,
approved or ratified by the Board of Directors, a committee of the Board of Directors or
the members.
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 V. Officers and Agents.
5.1. Officers.
Officers, assistant officers and agents as may be deemed necessary may be elected or
appointed by the Board of Directors from time to time. Any two (2) or more offices may be held
by the same person.
5.2. Election and Term.
The officers of the Foundation and the members of each existing Project Committee shall be
appointed by the Board of Directors or appointed by an officer empowered by the Board to make
such appointment. Appointments may be temporary. Each officer shall hold office and each
member of a Project Committee shall serve on such committee until his or her successor is
appointed or elected and qualified or until his or her earlier resignation or removal.
5.3. Removal of Officers.
Any officer or agent and any member of a Project Committee elected or appointed by the Board
of Directors may be removed by the Board whenever, in its judgment, the best interests of the
Foundation will be served thereby. Furthermore, any officer may be removed, with or without
cause, by a vote of the majority of the members entitled to vote for the election of directors or as
otherwise provided in the Colorado Revised Nonprofit Corporation Act.
5.4. Vacancies.
Any vacancy, however occurring, in any office may be filled by the Board of Directors.
5.5. Compensation.
The compensation, if any, of all officers and agents of the Foundation and of all members of
each existing Project Committee shall be fixed by the Board of Directors and may be changed
from time to time by a majority vote of the Board of Directors. The Board shall have authority to
fix the salaries, if any, of all employees of the Foundation, other than officers elected or appointed
by the Board of Directors and members of Project Committees.
Article VI. Limits on Liability of Directors and Indemnification of
Officers and Directors.
6.1. Limits to Liability.
To the fullest extent permitted by the Colorado Revised Nonprofit Corporation Act, as the same
exists or may hereafter be amended, a director of the Foundation shall not be personally liable to
the Foundation or its members for monetary damages for breach of fiduciary duty as a director.
6.2. Right to Indemnification.
Each person who was or is a party or is threatened to be made a party to any threatened,
pending or completed action, suit, or proceeding, whether civil, criminal, administrative, or
investigative (other than an action by or in the right of the Foundation), by reason of the fact that
he or she is or was a director, officer or member of the Foundation, or is or was serving at the
request of the Foundation as a director, officer, employee, or agent of another corporation,
partnership, joint venture, trust, or other enterprise, shall be entitled to indemnification against
expenses (including attorneys' fees), judgments, fines, and amounts paid in settlement to the
fullest extent now or hereafter permitted by applicable law as long as such person acted in good
faith and in a manner that such person reasonably believed to be in or not be opposed to the
best interests of the Foundation; provided, however, that the Foundation shall indemnify any
such person seeking indemnity in connection with an action, suit or proceeding (or part thereof)
initiated by such person only if such action, suit or proceeding (or part thereof) was authorized by
the Board of Directors.
6.7. Insurance.
The Foundation may purchase and maintain insurance on behalf of any person who is or was a
director, officer, member, employee or agent of the Foundation, or is or was serving at the
request of the Foundation as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise against any liability asserted against him or
her and incurred by him or her in any such capacity, or arising out of his or her status as such,
whether or not the Foundation would have the power to indemnify him or her against such liability
under the provisions of this Article or of applicable law.
6.8. Definitions.
For purposes of this Article, references to "the Foundation" shall include, in addition to the
resulting Foundation, any constituent corporation (including any constituent of a constituent)
absorbed in a consolidation or merger which, if its separate existence had continued, would have
had power and authority to indemnify its directors, officers, and employees or agents, so that any
person who is or was a director, officer, employee or agent of such constituent corporation, or is
or was serving at the request of such constituent corporation as a director, officer, employee or
agent of another corporation, partnership, joint venture, trust or other enterprise, shall stand in
the same position under this Article with respect to the resulting or surviving corporation as he or
she would have with respect to such constituent corporation if its separate existence had
continued, and references to "other enterprises" shall include employee benefit plans; references
to "fines" shall include any excise taxes assessed on a person with respect to any employee
benefit plan; and references to "serving at the request of the corporation" shall include any
service as a director, officer, employee or agent of the Foundation which imposes duties on, or
involves services by, such director, officer, employee, or agent with respect to an employee
benefit plan, its participants, or beneficiaries; and a person who acted in good faith and in a
manner he or she reasonably believed to be in the interest of the participants and beneficiaries of
an employee benefit plan shall be deemed to have acted in a manner "not opposed to the best
interests of the Foundation" as referred to in this Article.
6.9. Continued Coverage.
The indemnification and advancement of expenses 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 or member and shall inure to the benefit of the heirs,
executors and administrators of such person.
Article VII. Miscellaneae.
7.1. Use of Remote Communication.
Subject to such guidelines and procedures as the Board may adopt, meetings of the Board as
well as meetings of members shall be held by means of remote communication and those
participating via remote communications shall be deemed present in person at such meetings.
The Foundation shall implement reasonable measures to verify that each person deemed
present and permitted to vote at a meeting by means of remote communication is personally
identifiable. The Foundation shall implement reasonable measures to provide those eligible a
reasonable opportunity to participate in the meeting and to vote on matters submitted, including
an opportunity to read or hear the proceedings of the meeting. A record of meetings by remote
communication shall be maintained by the Foundation.
7.2. Arbitration.
In any dispute between members which relates to the activities of the Foundation, the parties
involved shall cooperate in good faith to resolve the dispute for the benefit of the Foundation. If a
resolution between the parties cannot be found, three disinterested full members of the
Foundation shall be chosen by the Board of Directors as mediators and attempt to resolve the
dispute in agreement.
Should no timely resolution of the dispute occur through mediation, then they shall serve as
arbitrators, which, after hearing from both sides, shall resolve the issue. This arbitration is
binding.
7.3. Amendment of these Bylaws.
Any portion of these Bylaws may be altered, amended and/or repealed at any time by a
recognized vote of at least two thirds of the full members present at the annual meeting or a
special meeting called specifically for this purpose with notice given in accordance with Article
3.4.1 of these bylaws. A draft of such alteration, amendment and/or repeal must be attached to
said notice.
7.4. Corporate Seal.
The Board of Directors may provide a corporate seal which shall have the name of the
Foundation inscribed thereon, and may be a digital, facsimile, engraved, printed, or an
impression seal.
7.5. Cheques.
From time to time, the Board shall determine by resolution which person or persons may sign or
endorse all checks, drafts, other orders for payment of money, notes, or other evidences of
indebtedness that are issued in the name of or payable to the Foundation, and only the persons
so authorized shall sign or endorse those instruments.
7.6. Fiscal Year.
The fiscal year of the Foundation shall be fixed by resolution of the Board of Directors.
7.7. Loans.
No loans shall be contracted on behalf of the Foundation and no evidence of indebtedness shall
be issued in its name unless authorized by a resolution of the Board of Directors. Such authority
may be general or confined to specific instances.
7.8. Deposits.
All funds of the Foundation not otherwise employed shall be deposited from time to time to the
credit of the Foundation in such depositories as the Board of Directors shall direct.
7.9. Contracts.
The Board of Directors may authorize any officer or officers, agent or agents, to enter into any
contract or execute and deliver any instrument on behalf of the Foundation, and such authority
may be general or confined to specific instances.
7.10. Counterpart Execution: Facsimile Execution.
Any document requiring the signature of the directors and/or members may be executed in any
number of counterparts with the same effect as if all of the required signatories had signed the
same document. Such executions may be transmitted to the Foundation and/or the other
directors and/or members by facsimile or comparable technology of remote communication and
such execution shall have the full force and effect of an original signature. All fully executed
counterparts, whether original executions or facsimile executions or a combination, shall be
construed together and shall constitute one and the same agreement.
