Indiana Non-Profit Information Technology Organization
 Navigation 
Home
About Us
Bylaws
Services
Projects
FAQ's
Needs
News
Thanks
Personnel
Videos
How To
Links
 
 Contacts 
Phone:
(574) 780 - 4877
 
E-Mail:
contact@inpito.org
 
Address:
10209 King Road
Plymouth, IN.
46563
 
  By Laws - (Pending)
Additional Documents - Acts of Accountability
 Article I - Identification 
Section 1.01. Name
The name of the Corporation is the Indiana Non-Profit Information Technology Organization, Inc.(hereinafter referred to as the "Corporation").
Section 1.02. Seal
Board of Directors of the Corporation may designate the design of a seal, and cause the Corporation to obtain and use a corporate seal, but the failure of the Board of Directors to designate a seal or the absence of the impression of the corporate seal from any document shall not affect in any way the validity or effect of such document.
 
 Article II - Corporations Purpose 
Section 2.01. Information Technology Solutions
Provide up to and including free Information Technology solutions to non-profit organizations and to individuals who serve non-profit organizations as an officer, staff, member or volunteer.
Section 2.02. Raise Awareness
Help raise awareness about needed Information Technology solutions within the Indiana community.
Section 2.03. Recycle Hardware
To use adequate hardware donated to the Corporation to aid individuals and organizations within the Indiana community.
Section 2.04. Release Intellectual Properties
Release Software of the Corporation, as Open Source, under a General Public License, and all other Content and Media release by the Corporation will be released under a Creative Commons License.
Section 2.05. Designate Campaign Donations
Provide designated campaign donations to individuals and organizations for freelance Information Technology projects.
Section 2.06. Education
Provide up to and including free education designated by the Corporations to the people and organizations of Indiana.
 
 Article III - Records and Accountability 
Section 3.01. Place of Accounts, Records, Documentation, and Papers
The books of accounts, records, documents and papers of the Corporation will be kept at any place within or without the State of Indiana as directed by the Board of Directors. In the absences of a direction, the books of account, records, documents and papers will be kept at a Registered Office of the Corporation.
Section 3.02. Finical Year
The fiscal year of the Corporation shall end at such time as the Board of Directors shall determine. In the event the Board of Directors shall not make such a determination, the fiscal year of the Corporation shall be the fiscal year adopted in the first federal income tax return of the Corporation.
Section 3.03. Annual Report
The Corporation will make available an annual report, determined by the Board of Directors for the Indiana community.
Section 3.04. Accountability
The Corporation will not have any one Director, or Officer or any such Directors who are of biological or martial relation towards one another to be in charge of both the incoming source of mail and outgoing finances. The Board of Directors will be responsible for establishing all other standards of accountability within the Corporation to ensure a proper business ethic, and moral ethic shall be maintained within the Corporation.
Section 3.05. Lawful Adherence
The Corporation intends to conform to the mandatory requirements of the Indiana Nonprofit Corporation Act of 1991, as amended (hereinafter referred to as 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 IV - Membership 
Section 4.01. Membership
In order to become a member of the Corporation, a person must be at least 18 years of age. The Board of Directors shall establish membership requirements as stated herein and any other further requirements, not set forth by these Bylaws, the Act, or the Article of Incorporation.
Section 4.02. Membership Purpose
The purpose of membership shall be to establish a community forum between the Corporation and the Indiana community, for the sharing of needs, ideals, resources, and a means of informing such members of the current activities, projects, and status of the Corporation.
Section 4.03. Dues
Membership shall not require the payment of any annual dues, and the renewal of membership shall be based upon the participation of a member towards fulfilling the purpose of membership.
Section 4.04. Benefits and Duties
The Board shall determine, if any, the benefits of membership, and the requirements, duties, and responsibilities thereof.
Section 4.05. Annual Members Meeting
The annual Members meeting for the nominating of Directors to serve on the Board, and the transaction of such business as may properly come before the meeting, shall be held as determined by the Board, before such time as the Board shall hold the annual meeting of the Board.
Section 4.06. Periodical Meeting
Providing availability, the Corporation shall periodically host a meeting of members in order to allow members the ability to communicate their needs, concerns, ideals and any such matters that may be properly brought to the attention of the Corporation, and allow the Corporation to share any such matters that may properly come before the members.
Section 4.07.Special Members Meetings
Special meetings of the members may be called by the President, on request by the Board, the I.T. Board, or a majority of the Corporations members. The President shall have the privilege to set the time, date, and place of any such meeting, not to exceed thirty (30) days upon receipt of such request.
 
 Article V - Boards of the Corporation 
Section 5.01. The Boards
The Corporation shall be divided into two (2) boards of authority, the Board of Directors (hereinafter referred to as the "Board")
and the Board of Information Technology Directors (hereinafter referred to as the "I.T. Board").
Section 5.02. Service of the Boards
The Board of Directors shall exist for the purpose of providing the adequate resources needed in order for the I.T. Board to fulfill the Corporation's purposes. The I.T. Board shall exist for the purpose of accomplishing the purposes in Sections 2 of the Corporations Bylaws. The Board of Directors shall exist at the pleasure of the I.T. Board.
Section 5.03. Board of Directors Authority
The Board shall exercise all the power of the Corporation, with exception to the duties and responsibilities of the I.T. Board, and subject to the restrictions imposed by law, the Articles of Incorporation, or the Code of Bylaws.
Section 5.04. Board of Information Technology Directors Authority
The Board of Information Technology Directors shall exercise authority over the Corporation concerning all matters relating to Information Technology solutions, raising awareness of needed Information Technology solutions, recycling of hardware, assessing the eligibility of freelance Information Technology projects, Information Technology education, qualifying all Information Technology employees, and all other duties stated herein by the Bylaws.
 
 Article VI - Board of Directors 
Section 6.01. Number
The Board of Directors of the Corporation shall consist of no less than three (3) Directors, including no less then one (1) Information Technology Director. The number shall be fixed or changed from time to time, within the maximum and minimum, by the Board of Directors, however, no decrease in the number of Directors shall have the effect of shortening the term of any incumbent Director.
Section 6.02. Qualifications and Election
Directors, other then those elected by the I.T. Board shall be elected by majority vote of the then serving Directors of the Corporation. Nominations for Directors shall come from the existing body of Members. Any members may nominate Directors at the annual Members meeting.
Section 6.03. Term
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.
Section 6.04. Initial Term
The Board shall be divided into three (3) groups for the purpose of staggering the initial terms. Each group shall consist of approximately an equal number of 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 (1) year; the Directors of the second group shall serve a term of two (2) years; and the Directors of the third group shall serve a term of three (3) 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.
Section 6.05. Service
All Directors shall serve at the pleasure of both the Board, and the I.T. Board.
Section 6.06. Annual Meeting
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 Board must be held after the Members meeting for the nomination of new Directors, and held no later then November 2cd of the calendar year.
Section 6.07. Other Meetings
Other meetings of the Board may be held, without notice, at such time as may from time to time be fixed by resolution of the Board. Special meetings of the Board may be called at any time by the President of the Board, and shall be called on the request of any member of the Board. Notice of such a special meeting shall be the responsibility of the Secretary, and given within a time frame set by the Board. Such meetings may be held at any place within or without the State of Indiana, as may be specified in the respective notices, or waivers of notice, thereof.
Section 6.08 Wavier 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 6.09. Means of Meeting
Any or all of the Board of Directors, and any other personnel approved by the Board of Directors may participate in any meeting of the Board by means of personal attendances or by any communication device by which all persons participating in the meeting can communicate with each other, and participation by these means constitutes presence in person at the meeting.
Section 6.10. Quorum
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 6.11. 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 6.12. Action Without Meeting
Any action required or permitted to be taken at any meeting of the Board or of any committee thereof may be taken without a meeting, if a written consent thereto is signed by all members of the Board of or such committee, as the case may be, and such written consent is filed with the minutes of proceedings of the Board or committee.
Section 6.13. Resignations
Any Director may resign at any time by giving written notice to the Board, the President or Secretary of the Board. Such resignation shall take effect at the time specified therein, and unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.
Section 6.14. Removal
Any Director may be removed, either with or without cause, at any time, by a two thirds (2/3) vote of the full number of Directors at that time.
Section 6.15. Vacancies
Any vacancy of any elected member of the Board, occurring in the Board, caused by a removal, resignation, death, or other incapacity, or increase in the number of Directors, may be filled by a majority vote of the remaining members of the Board of Directors, until the completion of the term.
Section 6.16. 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 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.
 
 Article VII - Information Technology Board 
Section 7.01. Number
The Board of Information Technology Directors shall consist of no less then one (1) Director. The number shall be fixed or changed from time to time, within the maximum and minimum, by the I.T. Board, however, no decrease in the number of I.T. Directors shall have the effect of removing any I.T. Director.
Section 7.02. Qualifications
The I.T. Board shall consist only of individuals who have passed the Corporations qualifications for an I.T. Director. The qualifications shall be set forth from time to time by the I.T. Board. Likewise, the I.T. Board shall meet to appoint qualified individuals to serve as an I.T. Director at the same meeting held to elect regular members of the Board of Directors.
Section 7.03. Board Inheritance
All members of the I.T. Board shall inherit the status, duty, and responsibility of a member of the Board of Directors.
Section 7.04 Re-Qualifications
I.T. Directors shall be required to re-qualify for the position of I.T. Director every three (3) years, from the initial time of qualifying. In the event an I.T. Directors shall fail to re-qualify he or she will be considered an inactive director and not be able to vote on the I.T. Board until such time as he or she has re-qualified.
Section 7.05.Appointment
The appointment of each member of the I.T. Board shall be indefinite. An I.T. Director shall hold office at his or her please until such time as he or she desires to resign or is removed by a two thirds (2/3) vote of the I.T. Board.
Section 7.06. Service
All I.T. Directors shall serve at the pleasure of the I.T. Board.
Section 7.07. Annual Meeting
The I.T. Board shall hold a meeting at least once each calendar year, together with the Board of Directors or more often as necessary, for the purpose of electing the I.T. Directors of the Corporation and transacting such other business as may be properly brought before the meeting. The Board shall designate such date, time and place as it may choose at the request of the I.T. Board 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 7.08. Other Meeting
Other meetings of the I.T. Board may be held, without notice, at such time as may from time to time be fixed by resolution of the I.T. Board. Special meetings of the I.T. Board may be called at any time by the President of the I.T. Board, and shall be called on the request of any member of the I.T. Board. Notice of such a special meeting shall be the responsibility of the member requesting a meeting, and given within a time frame set by the I.T. Board. Such meetings may be held at any place within or without the State of Indiana, as may be specified in the respective notices, or waivers of notice, thereof.
Section 7.09 Wavier of Notice
An I.T. 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 I.T. 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 I.T. Director at a meeting shall constitute a waiver of notice of such meeting, except where an I.T. 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 7.10. Means of Meeting
Any or all of the I.T. Board, and any other personnel approved by the Board of Directors may participate in any meeting of the I.T. Board by means of personal attendances or by any communication device by which all persons participating in the meeting can communicate with each other, and participation by these means constitutes presence in person at the meeting.
Section 7.11. Quorum
A majority of the I.T. 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 I.T. Board unless a greater vote is required by the Act, the Articles of Incorporation or these Bylaws.
Section 7.12. Presumption of Assent
An I.T. Director of the Corporation who is present at a meeting of the I.T. 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 an I.T. Director who voted in favor of such action.
Section 7.13. Action Without Meeting
Any action required or permitted to be taken at any meeting of the I.T. Board or of any committee thereof may be taken without a meeting, if a written consent thereto is signed by all members of the I.T. Board or such committee, as the case may be, and such written consent is filed with the minutes of proceedings of the I.T. Board or committee.
Section 7.14. Resignations
Any I.T. Director may resign at any time by giving written notice to the Board, the President or Secretary of the Board. Such resignation shall take effect at the time specified therein, and unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.
Section 7.15. Removal
Any I.T. Director may be removed, either with or without cause, at any time, by a two thirds (2/3) vote of the full number of both the I.T. Directors and the Board of Directors at that time.
Section 7.16. Vacancies
Any vacancy of any elected member of the I.T. Board, occurring in the I.T. Board, caused by a removal, resignation, death, or other incapacity, or increase in the number of I.T. Directors, may be filled by a majority vote of the remaining members of the I.T. Board of Directors, until the completion of the term.
Section 7.17. Compensation
I.T. Directors shall not be compensated for their services as I.T. Directors. The I.T. Directors shall be reimbursed by the Corporation for necessary expenses incurred in the execution of their duties and responsibilities. The Board may establish an aggregate annual limit for reimbursement of expenses incurred in an I.T. Director's execution of their duties and responsibilities, and may disapprove, by a majority vote, of any specific reimbursement request submitted. No I.T. Director shall be liable to account to the Corporation for any profit realized by the I.T. 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, or the I.T. Board, no I.T. 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 I.T. Director may be counted in determining whether a quorum is present at any meeting upon which action thereon is taken; and such I.T. Director shall be responsible for disclosing to the I.T. Board his or her interest in any such contract or transaction.
 
 Article VIII - Officers 
Section 8.01. Number and Qualifications
The Officers of the Corporation shall consist of the President, and may consist of (1) or more Vice-Presidents, the Secretary, the Treasurer, and such other officers as may be chosen by the Board of Directors. The President and Vice-President(s) shall be chosen from among the I.T. Directors, and all other Officers shall be selected from among Directors of the Board. Any two (2) or more offices may be held by the same person.
Section 8.02. Election and Term of Office
The Officers shall be chosen for a term set by the Board of Directors. Each officer shall hold office until his successor is chosen and qualified, or until his death, or until he shall have resigned, or shall have been removed in the manner hereinafter provided. There shall be no limit to the number of terms an officer may serve.
Section 8.03. Removal
Any Officer may be removed, either with or without cause, at any time, by a two thirds (2/3) vote of the full number of Directors at that time.
Section 8.04. Resignation
Any Officer may resign at any time by giving written notice to the Board of Directors, the President or Secretary. Such resignation shall take effect at the time specified therein, an unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.
Section 8.05. Vacancies
Whenever any vacancies shall occur in any office by death, resignation, removal, increase in the number of offices, of the Corporation, or otherwise, the same shall be filled by the Board of Directors, with the exception of the President or Vice-President(s) with shall be chosen from the I.T. Directors, and the Officers so chosen shall hold office during the remainder of the term for which his predecessor was chosen or as otherwise provided herein.
Section 8.06. President
Subject to the general control of the Board of Directors, and the Information Technology Board, the President shall manage and supervise all affairs and personnel of the Corporation, and shall discharge all the usual functions of the chief executive officer of a Corporation. He shall preside at all meetings of the Board, and I.T. Board, and discharge all duties which devolve upon a presiding officer, and perform such other duties as the code of Bylaws, the Board, or I.T. Board may prescribe. The President must qualify for and be selected from the I.T. Directors. The President shall have full authority to execute proxies in behalf of the Corporation, to vote stock owned by it in any other corporation, and to execute, with the Secretary, the power of attorney appointing other corporations, partnerships, or individuals the agent of the Corporations, all subject to the provisions of the Indiana General Corporation Act, the Articles of Incorporation and the Code of Bylaws.
Section 8.07. Vice-President
The Vice-President(s), in the order designated by the President or the Board of Directors, shall have all power of and perform all duties incumbent upon, the President during his absence or disability and shall have such other powers an duties as the Code of Bylaws, the Board of Directors or the President may prescribe. The Vice-President must qualify for and be selected from the I.T. Directors.
Section 8.08. Secretary
The Secretary shall keep or cause to be kept a record of the Corporations activities for the purpose of as true and complete of an account of all the Corporations actions, and shall perform a like duty, when required, for all committees appointed by the Board of Directors. The Secretary shall perform such other duties as the Code of Bylaws, the Board of Directors or the President may prescribe. The Secretary shall give all notices of the Corporation and, in case of his absence, negligence or refusal so to do, any notice may be given by a period so directed by the President or by the requisite number of Directors upon whose request the activity is called as provided by these the Code of Bylaws. In the event the Secretary cannot attend an activity of business, the President shall appoint a substitute for that activity and such person shall fulfill all responsibilities of the office of Secretary.
Section 8.09. Treasure
The Treasure shall keep the financial records of the Corporation, and shall pay the bills of the Corporation when they become due. The Treasure will be subject to the terms of accountability set forth by the Board of Directors, the Code of Bylaws, and any Local, State, and Federal law. The Treasure is also responsible for filing all federal, state, and local tax reports or documents of any kind. The Treasure shall also perform any such duties as the Code of Bylaws, the Board of Directors, or the President may prescribe.
Section 8.10. Compensation
The Board of Directors shall determine any compensation to be payed for the services of an officer. The officers 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 an officers execution of their duties and responsibilities, and may disapprove, by a majority vote, of any specific reimbursement request submitted.
 
 Article IX - Committees 
Section 9.01. Committees of the Board of Directors
A majority of the Board in office may create one or more committees of the Board. The Board 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 9.02. Committee of the Information Technology Board
A majority of the I.T. Board in office may create one or more committees of the I.T. Board. The I.T. Board may appoint I.T. Directors of the I.T. Board to serve on them or designate the method of selecting committee members. Each committee shall consist of two or more I.T. Directors of the I.T. Board. Such committees may exercise the authority of the I.T. Board subject to limitations imposed by the Act, the Articles of Incorporation or these Bylaws.
Section 9.03. Committees Cross Selection
The Board and the I.T. Board may at their discretion select members from their perspective boards to serve on any committee established by the other board.
Section 9.04. Authority of Non Board Committees
Committees other than Committees of the Board 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.
Section 9.05. Authority of Non I.T. Board Committees
Committees other than Committees of the I.T. Board shall not exercise the authority of the I.T. Board. The duties of such committees shall be as prescribed by these Bylaws or the I.T. Board. The I.T. Board shall have the power to dissolve such committees and may establish or dissolve additional committees.
Section9.06. Non Board Committee Personnel
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 9.07. Non I.T. Board Committee Personnel
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 9.08. 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, or the I.T. Board.
Section 9.09. Action by Committees
Except as otherwise provided in this Article , the provisions in Article 6 Section 6.12 and Article 7 Section 7.13 of these Bylaws governing meetings, action without meetings, notice and waiver of notice and quorum and voting requirements of the Board and the I.T. Board apply to the committees.
Section 9.09. Action by Committees
Except as otherwise provided in this Article , the provisions in Article 6 Section 6.12 and Article 7 Section 7.13 of these Bylaws governing meetings, action without meetings, notice and waiver of notice and quorum and voting requirements of the Board and the I.T. Board apply to the committees.
 
 Article X - Employees 
Section 10.01. Employment Power
The Board of Directors shall have the rights to employ persons on behalf of the Corporation, also retaining the rights to dismiss such employees, according to these Bylaws, and within the legal confines of all local, state, and federal laws regarding employment.
Section 10.02. Employment Qualifications
The Board of Directors shall set the qualification for all employees, with the exception of those personnel hired for Information Technology positions. The I.T. Board shall set the qualifications of employment for all Information Technology positions.
Section 10.03. Reimbursement
The Board of Directors shall have all rights to establish reimbursement policies for the Corporations employees, within the legal confines of all local, state, and federal laws regarding employment.
Section 10.04. Responsibilities
All employees are responsible to report to the Board of Directors or to those agents within the Corporation that the Board of Directors may designate.
Section 10.05. Dismissal
The Directors may dismiss employees upon a two thirds (2/3) vote of the Board of Directors. Employees in designated Information Technology positions can only be dismissed at the recommendation of the I.T Board.
Section 10.06. Right of Employment
No person shall be denied employment of the Corporation because of race, age, color, sex, creed, religion, handicap, or national origin, and discrimination of any kind in respect hereof is expressly prohibited.
 
 Article XI - Miscellaneous 
Section 11.01. Execution of Negotiable Instruments
All checks, drafts, bills of exchange and orders of the payment of money of the Corporation shall, unless otherwise directed by the Board of Directors, or unless otherwise required by law, be signed by any two of the following officers: President, Vice-President, Secretary or Treasurer. The Board or Directors may, however, authorize any one or more of such officers, as well as employees to sign checks, drafts, bills, of exchange and orders for payment of money by the Corporation singly and without necessity of counter-signature, on the behalf of the Corporation.
Section 11.02. Execution of Deeds, Contracts, Etc.
All deeds, notes, bonds and mortgages made by the Corporation and all other written contracts and agreements, other than those executed in the ordinary course of corporate business, to which the Corporation shall be party shall be executes in its name by the President, the Vice-President, or by any other Officer so authorized by the Board of Directors, acting by resolution; and Secretary, when necessary or required, shall attest the execution thereof.
Section 11.03. Ordinary Contracts and Agreements
All written contracts and agreements into which the Corporation enters in ordinary course of business operations shall be determined by the Board and executed by an Officer of the Corporation or by any employee the Corporation designated by the President to execute such contract and agreement. All contracts which include payment, compensation, or reimbursement, must be made known to all member of the Board, and posted publicly if accountability is determined necessary by the Board in accordance with the Articles of Accountability.
Section 11.04. Endorsement of Certificates for Shares
Unless otherwise directed by the Board of Directors, any share or shares issued by any corporation and owned by the Corporation may, for sale of transfer, be endorsed in the name of the Corporation by the President or Vice-President, and such endorsement shall be duly attested by the Secretary.
Section 11.05. Voting of Shares Owned by Corporation
Unless otherwise directed by the Board of Directors, any share or shares issued by any other corporation and owned, or controlled by the Corporation may be voted at any meeting of such other corporation by the President of the Corporation if he be present, or in his absence by the Vice-President of the Corporation. Whenever, in the judgment of the President, it is desirable for the Corporation to execute a proxy or give a consent in respect to any share or shares issued by any other corporation, and owned by the Corporation, such proxy or consent shall be executed in the name of the Corporation by the President or the Vice-President of the Corporation. Any person or persons designated in the manner above stated as the proxy or proxies of the Corporation shall have stated as the proxy or proxies of the Corporation shall have full right, power and authority to vote the share or shares issued by such other corporation and owned by the Corporation in the same manner as such share or shares might be voted by the Corporation.
Section 11.06. Power of Dissolution
The Incorporators of the Corporation shall upon a two thirds (2/3) vote of the Incorporators have all power of dissolution and revocation of dissolution of the Corporation, in accordance with the requirements set forth by the Articles of Incorporation, these Bylaws, and the Act.
 
 Article XII - Participation 
Section 12.01. Right of Participation
No person shall be denied the services or facilities of the Corporation 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.
Section 12.02. Participation Requirement
The Board of Directors shall establish any standards for all personnel who shall participate in the Corporations activities. It will be the duties of the President and Vice-President(s) to coordinate the efforts of volunteers, or provide for the provision thereof.
 
 Article XIII - Amendments 
Section 13.01. Amendments
These Bylaws may be amended by a two thirds (2/3) vote of the Board of the Directors 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. Any amendment to add, remove, or transfer authority from either the Board of Directors, the Information Technology Board, or the Incorporators must be approved by no less then a two thirds (2/3) vote of the affected board, or Incorporators.
 
 Article XIV - Indemnification 
Section 14.01. 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 14.02. 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 14.03. 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, Officer, or Employee 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 14.04. 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 14.05. Definitions
The terms used in this article shall have the same meanings given them in the Act.
 
Designed by I.N.P.I.T.O. Team 2012 all rights reserved.