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These Bylaws of Free Geek Michiana, Inc. (the "Corporation") are intended to conform to
the mandatory requirements of the Indiana Nonprofit Corporation Act of 1991, as amended (the
"Act"). Any ambiguity arising between the Bylaws and the discretionary provisions of the
Act shall be resolved in favor of the application of the Act.
ARTICLE 1. PURPOSE
a. The Corporation is organized exclusively for charitable and educational
purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code of 1986 and as
the same may hereafter be amended (the "Code"), including the making of distributions
directly in support of such purposes or the making of distributions to organizations that
qualify as exempt organizations under Section 501(c)(3) of the Code. References to sections
of the Code shall be construed to include corresponding sections of any future federal tax code.
b. The primary purpose(s) of the Corporation in furtherance of its charitable
and educational purpose shall be to recycle technology and provide access to computers, the
internet, education and job skills in exchange for community service.
ARTICLE 2. MEMBERSHIP
Section 1. Membership.
This Corporation shall have no members. It shall be governed and managed by a Board of
Directors (the "Board").
ARTICLE 3. THE BOARD OF DIRECTORS
Section 1. Function.
The Board shall manage the business and affairs of the Corporation and shall exercise all
the powers of the Corporation as provided by the law and the Articles of Incorporation, but
subject to any restrictions imposed by the Act, the Articles of Incorporation, or these
Bylaws. The Board may by resolution delegate to committees, including an Executive
Committee of their own number, or to Officers of the Corporation, such powers and functions
as they may designate from time to time.
Section 2. Number.
The Board shall consist of at least three (3) but not more than eleven (11) Directors.
The exact number shall be fixed from time to time by resolution of the Board; provided, however,
no decrease in the number of Directors shall have the effect of shortening the term of any
incumbent Director.
Section 3. Term.
a. The term of each member of the Board shall be three (3) years except for the initial
term. A Director shall hold office for the time for which he or she is elected or until his
or her successor is elected and qualified or until his or her resignation or removal.
b. The Board shall be divided into three (3) groups for the purpose of staggering the
initial terms. One group shall consist of approximately three (3) of the Directors, (and)
the second group shall consist of approximately three (3) of the Directors, and the last
group shall consist of approximately three (3) of the Directors. At the initial meeting of
the Board, the Directors shall, by lot, divide themselves into the groups described above.
The Directors of the first group shall serve a term of one year; the Directors of the second group shall serve a term of two years; and the Directors of the third group shall serve a term of three years. Thereafter the members of each group shall serve three (3) years, with the term of each group of the Directors ending in each successive year. There shall be no limit on the number of terms which a Director may serve.
c. All Directors shall serve at the pleasure of the Board.
The Board of Directors shall hold a meeting at least once each calendar year, or more
often as necessary, for the purpose of electing the Directors and Officers of the Corporation and
transacting such other business as may be properly brought before the meeting. The Board of
Directors shall designate such date, time and place as it may choose for such meetings;
provided, however, the annual meeting of the members shall be held no later than the last
day of October of each calendar year.
Section 4. Election Procedure.
At each annual meeting of the Board, the successors to the Directors whose terms expire
that year shall be elected.
Section 5. Annual Meeting.
The Board shall hold meetings at least once each calendar year, or more often as
necessary. The Board shall, by its own resolution, designate such dates, times and places
as it may choose for such meetings; provided, however, the annual meeting of the Board shall
be held no later than the last day of October of each calendar year.
Section 6. Special Meetings.
Special meetings of the Board may be called by the President and must be called by the
President upon the written request of at least two Directors. Notice of a special meeting
of the Board shall be mailed, hand-delivered or given verbally to each Director not less
than 10 days prior to the meeting and no more than 60 days prior to the meeting. The
notification shall include the date, time, place and agenda of the special meeting.
Section 7. Waiver of Notice.
A Director may at any time waive any notice required by the Act, the Articles of
Incorporation or these Bylaws. Except as otherwise provided herein, such waiver must be in
writing, signed by the Director entitled to notice, specify the meeting for which notice is
waived and be filed with the corporate records. A waiver of notice, whether before or after
the time stated therein, shall be 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 a meeting for the express purpose of objecting to
the transaction of any business because the meeting is not lawfully called or convened.
Section 8. Quorum and Voting.
A majority of the Directors in office immediately before the meeting begins shall
constitute a quorum at any meeting. When a quorum is present, the vote of the majority of
the Directors at such meeting shall be the act of the Board unless a greater vote is
required by the Act, the Articles of Incorporation or these Bylaws.
Section 9. Presumption of Assent.
A Director of the Corporation who is present at a meeting of the Board at which action on
any corporate matter is taken shall be presumed to have assented to the action taken, unless
his dissent shall be entered in the minutes of the meeting. Such right to dissent shall not
apply to a Director who voted in favor of such action.
Section 10. Removal or Resignation of Directors.
Any Director of the Corporation may resign from such position by delivering written
notice of the resignation to the Board, its presiding Officer, the president or secretary, but such
resignation shall be without prejudice to the contract rights, if any, of the Corporation.
Any Director elected or appointed by the Board may be removed by the Board, with or without
cause, by a vote of two-thirds of the Directors then in office, whenever in its judgment the
best interests of the Corporation would be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed. The election or appointment of a Director shall not of itself create contract rights.
Section 11. Vacancies.
In the event of a vacancy, the Board shall, by a majority vote, appoint an interim
Director for the uncompleted term.
Section 12. Compensation.
Directors shall not be compensated for their services as Directors. The Directors shall
be reimbursed by the Corporation for necessary expenses incurred in the execution of their
duties and responsibilities. The Board of Directors may establish an aggregate annual limit
for reimbursement of expenses incurred in a Director's execution of their duties and
responsibilities, and may disapprove, by a majority vote, of any specific reimbursement
request submitted. No Director shall be liable to account to the Corporation for any profit realized by the Director from or through any transaction or contract of the Corporation; provided, however, in the case of any such contract or transaction requiring authorization by the Board, no Director who personally or through any firm or corporation is interested in such a contract or transaction shall be entitled to vote thereon, although such Director may be counted in determining whether a quorum is present at any meeting upon which action thereon is taken; and such Director shall be responsible for disclosing to the Board his or her interest in any such contract or transaction.
Section 13. Action By Directors Without A Meeting.
Any action required to be taken at a meeting of the Directors of this Corporation, or any
other action which may be taken at a meeting of the Directors, may be taken without a
meeting if a consent in writing setting forth the actions so taken shall be signed by all
the Directors entitled to vote with respect to the subject matter thereof. Such consent
shall have the same effect and force as a unanimous vote of said Directors.
Section 14. Meeting by Telephone or Similar Communications Equipment.
Directors may participate in and hold a meeting by means of a conference telephone or
similar communication equipment by which all persons participating in the meeting can
simultaneously communicate with each other. Participation by these means constitutes
presence in person at the meeting.
ARTICLE 4. OFFICERS
Section 1. Officers.
The Officers of the Corporation shall be a President, a Secretary and a Treasurer. Each
Officer shall be elected by the Board at its annual meeting from among the Directors. Each
Officer shall serve for a term of 2 years . Officers shall assume their respective duties
immediately upon election.
Section 2. Duties of Officers.
a. President - The President shall preside over all meetings of the Board and
shall discharge such other duties as may be prescribed from time to time by the Board. The
President shall designate the members and Officers of each standing committee and each other
committee created by the Board from time to time.
b. Secretary - The Secretary shall keep or cause to be kept the minutes of the
meetings of the Board and of any standing or temporary committees thereof; shall be responsible
for the timely preparation and delivery of all notices to be given in accordance with the
provisions of these Bylaws, the Articles of Incorporation or as required by the Act; shall be
custodian of the corporate records and the seal of the Corporation (if any) and shall be
responsible for authenticating the records of the Corporation as duly authorized or required
by the Act; and shall perform such other duties as may be prescribed from time to time by the
Board.
c. Treasurer - The Treasurer shall be the legal custodian of all the corporate
funds and securities; shall deposit all funds in the name of the Corporation in such bank or
banks as the Board shall by resolution specify; shall keep proper account books and perform such
other duties as may be prescribed from time to time by the Board.
Section 3. Other Officers.
The Board may by resolution create such additional and special Officers as may be
considered necessary or desirable in addition to those hereinabove described. The
appointment, tenure, removal and succession of persons to hold such offices shall be as the
Board shall provide.
Section 4. Compensation and Expenses.
Unless otherwise established by the Board, no Officer shall be compensated for his or her
services as an Officer. Expenses incurred in connection with performance of an Officer's
official duties may be reimbursed upon approval of the Board.
Section 5. Resignation or Removal.
Any Officer of the Corporation may resign from such position by delivering written notice
of the resignation to the Board, but such resignation shall be without prejudice to the
contract rights, if any, of the Corporation. Any Officer or agent elected or appointed by
the Board may be removed by the Board, with or without cause, when in its judgment the best
interests of the Corporation would be served thereby, but such removal shall be without
prejudice to the contract rights, if any, of the person so removed. The election or appointment
of an Officer or agent shall not of itself create contract rights.
Section 6. Vacancies.
Vacancies in any office caused by any reason shall be filled by the Board at any meeting
by selecting a suitable and qualified person to act during the unexpired term.
ARTICLE 5. COMMITTEES OF THE BOARD
Section 1. Committees of the Board of Directors.
A majority of the Board of Directors in office may create one or more committees of the
Board of Directors. The Board of Directors may appoint Directors of the Board to serve on
them or designate the method of selecting committee members. Each committee shall consist
of two or more Directors of the Board. Such committees may exercise the authority of the
Board subject to limitations imposed by the Act, the Articles of Incorporation or these
Bylaws.
Section 2. Committees other than Committees of the Board.
a. Committees other than Committees of the Board of Directors shall not exercise the
authority of the Board of Directors. The duties of such committees shall be as prescribed
by these Bylaws or the Board of Directors. The Board shall have the power to dissolve such
committees and may establish or dissolve additional committees.
b. Except as otherwise provided, committee members may, but need not be, Directors of the
Board. The President may designate Directors of the Board as committee members. Each chair
shall be appointed by the President and serve until his or her successor is appointed or
until his or her resignation or removal. A chair may be removed by the President with the
concurrence of the board.
Section 3. Ad Hoc Committees.
The President may establish or dissolve ad hoc committees and may appoint the chair of
each ad hoc committee. The chair and ad hoc committee members need not be Directors of the
Board.
Section 4. Action by Committees.
Except as otherwise provided in this Article , the provisions in Article III of these
Bylaws governing meetings, action without meetings, notice and waiver of notice and quorum
and voting requirements of the Board of Directors apply to the committees.
ARTICLE 6. RIGHT OF PARTICIPATION
No person shall be denied the services or facilities of this organization or be excluded
from participation or service herein because of race, age, color, sex, creed, religion,
handicap, or national origin, and discrimination of any kind in respect hereof is expressly
prohibited.
ARTICLE 7. DEPOSITORIES, SIGNATURES AND SEAL
Section 1. Depositories.
All funds of the Corporation shall be deposited in the name of the Corporation in such
bank, banks or other financial institutions as the Board may from time to time designate and
shall be drawn on checks, drafts or other orders signed on behalf of the Corporation by the
Treasurer and/or such other person or persons as the Board may from time to time
designate.
Section 2. Contracts.
All contracts, deeds and other instruments shall be signed on behalf of the Corporation
by the President or by such other Officer or agent as the Board may from time to time
designate.
Section 3. Seal
The Corporation shall have no seal.
Section 4. Borrowing.
Notwithstanding any other provision in these Bylaws, no Officer or agent of this
Corporation shall have authority to borrow any funds on behalf of the Corporation, or to
hypothecate any assets thereof, for corporate purposes or otherwise, except as expressly
stated in a resolution approved by a majority of Directors, duly entered in the minutes of
the Board. No loans shall be made by the Corporation to any Director or Officer.
Section 5. Gifts.
The Board may accept on behalf of the Corporation any contribution, gift, bequest or
devise for the general purpose of the Corporation, and any such contribution, gift, bequest, or
devise is subject to the Board's acceptance.
ARTICLE 8. AMENDMENTS
These Bylaws may be amended by a majority vote of the Board then in office at any regular
or special meeting of the Board provided the notice given for such meeting indicates that
such amendments will be considered.
ARTICLE 9. INDEMNIFICATION
Section 1. Directors and Officers.
The Corporation shall indemnify, to the fullest extent provided in the Act, any Director
or Officer who was or is a Party or is threatened to be made a Party to any Proceeding (other
than an action by or in the right of the Corporation) by reason of or arising from the fact
that such person is or was a Director or Officer of the Corporation. The determination and
authorization of indemnification shall be made as provided in the Act.
Section 2. Advance of Expenses.
The Corporation may pay for or reimburse the reasonable Expenses incurred by a Director
or Officer who is a Party to a Proceeding in advance of final disposition of the Proceeding as
provided in the Act.
Section 3. Insurance.
At the discretion of the Board, the Corporation may purchase and maintain insurance on
behalf of any person who is or was a Director or Officer of the Corporation against any
Liability asserted against such person and incurred by such person in any such capacity, or
arising out of such person's status as such, whether or not the Corporation would have the
power to indemnify such person against such Liability under the provisions of this
Article.
Section 4. Purpose and Exclusivity.
The indemnification referred to in the various sections of this Article shall be deemed
to be in addition to and not in lieu of any other rights to which those indemnified may be
entitled under any statute, rule of law or equity, provision of the Articles of
Incorporation, agreement, vote of the Board or otherwise.
Section 5. Definitions.
The terms used in this Article shall have the same meanings given them in the Act.
ARTICLE 10. IDENTIFICATION
I hereby certify that I am the Secretary of the first Directors' meeting of Free Geek
Michiana, Inc. and that the foregoing Bylaws in eight typewritten pages numbered
consecutively from 1 to 8 were and are the Bylaws adopted by the Directors of the
Corporation effective April 30, 2003.
Michael Cook, Secretary
Page last updated: Sat Jan 31 15:32:06 2009
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Bylaws
