[Board] Updated Proposed ByLaws

[Garrett Kajmowicz]

Attached is an updated version of the by-laws.  They contain changes from the 
last board meeting, as well as suggestions put forth by Matt Arnold.

Once again, I would like to solicit feedback so that we can get this done and 
over with.


-     Garrett
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Bylaws of PenguiCon

Article 1
Offices

Section 1. Principal Office
The principal office of the corporation is located in Oakland County, State of
Michigan.  

Section 2. Change of Address  
The designation of the county or state of the corporation's principal office
may be changed by amendment of these Bylaws. The Board of Directors may change
the principal office from one location to another within the named county by
noting the changed address and effective date below, and such changes of
address shall not be deemed, nor require, an amendment of these Bylaws:
New Address:	________________________________________
Dated: ________, 20__
New Address:	________________________________________
Dated: ________, 20__
New Address:	________________________________________
Dated: ________, 20__

Article 2
Nonprofit Purposes

Section 1. Specific Objectives and Purposes
The specific objectives and purposes of this corporation shall be: 
a)to educate the public concerning the nature of open source and SF
(speculative fiction) thought, development, and issues using a variety of
forums, both online and face-to-face;
b)to sponsor and run one or more annual conventions with guests of interest to
the open SF and open source communities where community members and guests can
gather to network and exchange ideas;
c)to sponsor special events open to the general public where ideas, opinions,
and writings relating to open source and SF related issues may be expressed
and shared with others;
d)to redefine our education program from time to time to meet the changing needs
of the SF and open source communities;
e)be guided in principle by the motto "to do cool stuff".

Article 3
Directors 
Section 1. Number
The corporation shall have five directors and collectively they shall be known
as the Board of Directors. 

Section 2. Qualifications
Directors shall be of the age of majority in this state, and shall not have
been convicted of any financially-related felony.  

Section 3. Powers
Subject to the provisions of the laws of this state and any limitations in the
Articles of Incorporation and these Bylaws relating to action required or
permitted, the activities and affairs of this corporation shall be conducted and all
corporate powers shall be exercised by or under the direction of the Board of
Directors. 

Section 4. Duties
It shall be the duty of the directors to:
a.	Perform any and all duties imposed on them collectively or individually by
law, by the Articles of Incorporation, or by these Bylaws;
b.	Appoint and remove, employ and discharge, and, except as otherwise provided
in these Bylaws, prescribe the duties and fix the compensation, if any, of all
officers, agents and employees of the corporation;
c.	Supervise all officers, agents and employees of the corporation to assure
that their duties are performed properly;
d.	Meet at such times and places as required by these Bylaws;
e.	Register their addresses with the Secretary of the corporation, and notices
of meetings mailed to them at such addresses shall be valid notices thereof.

Section 5. Term of Office
Each director shall hold office until resignation or removal from their office.

Section 6. Place Of Meetings
Meetings shall be held at the principal office of the corporation or at a
location chosen at the discretion of the Chairperson.  

Section 7. Regular Meetings 
Regular meetings of Directors shall be held on the second Saturday in May at
3:00 P.M., unless such day falls on a legal holiday, in which event the
regular meeting shall be held at the same hour and place on the next Saturday. 
A different date in May may be selected by the Chairperson provided that all
directors are notified at least 45 days in advance in the manner used for
Special Meetings.

Section 8.  [REMOVED] 

Section 9. Special Meetings
Special meetings of the Board of Directors may be called by the Chairperson of
the Board, the President, the Vice President, the Secretary, by any two
directors, or, if different, by the persons specifically authorized under the
laws of this state to call special meetings of the board. Such meetings shall
be held at the principal office of the corporation or, if different, at the
place designated by the person or persons calling the special meeting.

Section 10. Notice of Meetings
Unless otherwise provided by the Articles of Incorporation, these Bylaws, or
provisions of law, the following provisions shall govern the giving of notice
for meetings of the Board of Directors:

a.	Regular Meetings. No notice need be given of any regular meeting of the
board of directors. 

b.	Special Meetings. At least one week prior notice shall be given by the 
Secretary of the corporation to each director of each special meeting of the
board. Such notice may be oral or written, may be given personally or
impersonally.  In the case of impersonal notification where the Secretary
shall not be able to verify receipt, the director to be contacted shall
acknowledge personal receipt of notice by a return message or telephone call
within twenty-four hours of reception.

c.	Waiver of Notice. Whenever any notice of a meeting is required to be given
to any director of this corporation under provisions of the Articles of
Incorporation, these Bylaws or the law of this state, a waiver of notice in
writing signed by the director, whether before or after the time of the
meeting, shall be equivalent to the giving of such notice.

Section 11. Quorum for Meetings
A quorum shall consist of a majority of the members of the Board of Directors. 
Except as otherwise provided under the Articles of Incorporation, these Bylaws
or provisions of law, no business shall be considered by the board at any
meeting at which the required quorum is not present, and the only motion which
the Chair shall entertain at such meeting is a motion to adjourn. 

Section 12. Majority Action As Board Action 
Every act or decision done or made by a majority of the directors present at a
meeting duly held at which a quorum is present is the act of the Board of
Directors, unless the Articles of Incorporation, these Bylaws, or provisions
of law require a greater percentage or different voting rules for approval of
a matter by the board.

Section 13. Conduct of Meetings
Meetings of the Board of Directors shall be presided over by the Chairperson of
the Board, or in the absence of the Chairperson of the board, by a Chairperson
chosen by a majority of the directors present at the meeting.
The Secretary of the corporation shall act as secretary of all meetings of the
board, provided that, in his or her absence, the presiding officer shall
appoint another person to act as Secretary of the Meeting.
Meetings shall be governed by such procedures as may be approved from time to
time by the board of directors, insofar as such rules are not inconsistent
with or in conflict with the Articles of Incorporation, these Bylaws or with
provisions of law.

Section 14. Vacancies
Vacancies on the Board of Directors shall exist (1) on the death, resignation
or removal of any director, and (2) whenever the number of authorized
directors is increased.
Any director may resign effective upon giving written notice to the Chairperson
of the Board, the President, the Secretary or the Board of Directors, unless
the notice specifies a later time for the effectiveness of such resignation.
No director may resign if the corporation would then be left without a duly
elected director or directors in charge of its affairs, except upon notice to
the Office of the Attorney General or other appropriate agency of this state.
Directors may be removed from office, with or without cause, as permitted by
and in accordance with the laws of this state.
Unless otherwise prohibited by the Articles of Incorporation, these Bylaws or
provisions of law, vacancies on the board may be filled by approval of the
Board of Directors. If the number of directors then in office is less than a
quorum, a vacancy on the board may be filled by approval of a majority of the
directors then in office or by a sole remaining director. A person elected to
fill a vacancy on the board shall hold office until the next election of the
Board of Directors or until his or her death, resignation or removal from
office.

Section 15. Nonliability of Directors
The directors shall not be personally liable for the debts, liabilities or
other obligations of the corporation. 

Section 16. Indemnification by Corporation of Directors and Officers
The directors and officers of the corporation shall be indemnified by the
corporation to the fullest extent permissible under the laws of this state. 

Section 17. Insurance For Corporate Agents
Except as may be otherwise provided under provisions of law, the Board of
Directors may adopt a resolution authorizing the purchase and maintenance of
insurance on behalf of any agent of the corporation (including a director,
officer, employee or other agent of the corporation) against liabilities
asserted against or incurred by the agent in such capacity or arising out of
the agent's status as such, whether or not the corporation would have the
power to indemnify the agent against such liability under the Articles of
Incorporation, these Bylaws or provisions of law.

Article 4
Permanent Officers

Section 1. Designation Of Officers
The permanent officers of the corporation shall consisit of be a President, a Vice
President, a Secretary and a Treasurer. The corporation may also have a
Chairperson of the Board and other titled officers as may be determined
from time to time by the Board of Directors.

Section 2. Qualifications
Any person may serve as officer of this corporation provided they have the
qualifications for director as listed in Article 3 Section 2.  Officers may be,
but are not required to be members of Board of Directors.

Section 3. Election and Term of Office
Officers shall be elected by the Board of Directors, at any time, and each
officer shall hold office until he or she resigns or is removed or is
otherwise disqualified to serve, or until his or her successor shall be
elected and qualified, whichever occurs first.

Section 4. Removal and Resignation
Any officer may be removed, either with or without cause, by a majority vote of
the full Board of Directors, at any time. Any officer may resign at any time
by giving written notice to the Board of Directors or to the President or
Secretary of the corporation. Any such resignation shall take effect at the
date of receipt of such notice or at any later date specified therein, and,
unless otherwise specified therein, the acceptance of such resignation shall
not be necessary to make it effective. The above provisions of this Section
shall be superseded by any conflicting terms of a contract which has been
approved or ratified by the Board of Directors relating to the employment of
any officer of the corporation.

Section 5. Manditory Participation
If any officer does not satisfy the duties of their office, or any board
member fails to attend 3 consecutive board meetings or does not participate in
PenguiCon activities for a period of at least 6 months, the officer or board
memeber shall be considered as having resigned from office.  For the purposes
of this section, 'PenguiCon activities' shall include but not be limited to:
-   PenguiCon sponsored conventions
-   PenguiCon board meetings
-   PenguiCon Convention Committee meetings
-   Informal scheduled PenguiCon staff dinners

Section 6. Duties of President
The President shall be the chief executive officer of the corporation and
shall, subject to the control of the Board of Directors, supervise and control
the affairs of the corporation and the activities of the officers.
Unless another person is specifically appointed as Chairperson of the Board of
Directors, the President shall preside at all meetings of the Board of
Directors. Except as otherwise expressly provided by law, by the Articles of
Incorporation or by these Bylaws, he or she shall, in the name of the
corporation, execute such deeds, mortgages, bonds, contracts, checks or other
instruments which may from time to time be authorized by the Board of
Directors.

Section 7. Duties of Vice President
In the absence of the President, or in the event of his or her inability or
refusal to act, the Vice President shall perform all the duties of the
President, and when so acting shall have all the powers of, and be subject to
all the restrictions on, the President. The Vice President shall have other
powers and perform such other duties as may be prescribed by law, by the
Articles of Incorporation or by these Bylaws or as may be prescribed by the
Board of Directors.

Section 8. Duties of Secretary
The Secretary shall:
Certify and keep at the principal office of the corporation the original, or a
copy, of these Bylaws as amended or otherwise altered to date.
Keep at the principal office of the corporation or at such other place as the
board may determine, a book of minutes of all meetings of the directors, and,
if applicable, meetings of committees of directors, recording
therein the time and place of holding, whether regular or special, how called,
how notice thereof was given, the names of those present or represented at the
meeting and the proceedings thereof.
See that all notices are duly given in accordance with the provisions of these
Bylaws or as required by law.
Be custodian of the records and of the seal of the corporation and affix the
seal, as authorized by law or the provisions of these Bylaws, to duly executed
documents of the corporation.
Exhibit at all reasonable times to any director of the corporation, or to his
or her agent or attorney, on request therefor, the Bylaws,
and the minutes of the proceedings of the directors of the corporation.
In general, perform all duties incident to the office of Secretary and such
other duties as may be required by law, by the Articles of Incorporation or by
these Bylaws or which may be assigned to him or her from time to time by the
Board of Directors.

Section 9. Duties Of Treasurer
The Treasurer shall:
Have charge and custody of, and be responsible for, all funds and securities of
the corporation, and deposit all such funds in the name of the corporation in
such banks, trust companies or other depositories as shall be selected by the
Board of Directors.
Receive, and give receipt for, monies due and payable to the corporation from
any source whatsoever.
Disburse, or cause to be disbursed, the funds of the corporation as may be
directed by the Board of Directors, taking proper vouchers for such
disbursements.
Keep and maintain adequate and correct accounts of the corporation's properties
and business transactions, including accounts of its assets, liabilities,
receipts, disbursements, gains and losses.
Exhibit at all reasonable times the books of account and financial records to
any director of the corporation, or to his or her agent or attorney, on
request therefor.
Render to the President and directors, whenever requested, an account of any or
all of his or her transactions as Treasurer and of the financial condition of
the corporation. 
Prepare, or cause to be prepared, and certify, or cause to be certified, the
financial statements to be included in any required reports.
In general, perform all duties incident to the office of Treasurer and such
other duties as may be required by law, by the Articles of Incorporation of
the corporation or by these Bylaws or which may be assigned to him or her from
time to time by the Board of Directors.

Section 10. Compensation
The salaries of the officers, if any, shall be fixed from time to time by
resolution of the Board of Directors.

Article 5
Convention Committee

Section 1. Purpose.
The Convention Commitee exists to provide efficient implementation of the goals
and objectives of the corporation, specifically, the holding of an annual convention.

Section 2. Convention Chair.
All powers of the Convention Committee will be vested in the Convention Chair
(hereafter referred to as the ConChair), and lesser committee members as may
be appointed and delegated by the ConChair.  The ConChair will be elected by a
majority vote of the Board of Directors at the May regular meeting.  The
ConChair's term ends each year at the opening of the May regular Board
meeting.  The ConChair will be responsible for producing the PenguiCon
convention to occur during their term.  The ConChair will be considered an
officer of the corporation for the duration of their term.

Section 3.  Budget.
The ConChair is required to present a budget for the convention within the
ConChair's term for Board approval at a board meeting to be scheduled in August.

Section 4.  Finances.
The ConChair will provide, or cause to be provided, to the Treasurer a current
general ledger of convention finances.  This ledger must be provided to the
Treasurer no later than the 3 days prior to each of the scheduled board meetings.

Section 5.  Authority.
The ConChair, and the treasurer at the direction of the ConChair are
the sole officers authorized to enter into any contract or
execute and deliver any instrument or payments in the name of, and on behalf
of the corporation for producing the PenguiCon convention to occur during
their term.

Section 6.  Limitations of Authority.
The ConChair may make no agreements or contract resulting either in spending
beyond that approved in the convention budget or resulting in contractual
obligations which extend past the end of the ConChair's term of office without
board consent and written approval. 

Section 7.  Limitations on Delegation.
The ConChair may not delegate the ability to enter into contracts or
agreements unless the designee is approved by the board.


Article 6
Execution of Instruments, Deposits and Funds

Section 1. Execution of Instruments
The Board of Directors, except as otherwise provided in these Bylaws, may by
resolution authorize any officer or agent of the corporation to enter into any
contract or execute and deliver any instrument in the name of and on behalf of
the corporation, and such authority may be general or confined to specific
instances. Unless so authorized, no officer, agent or employee shall have any
power or authority to bind the corporation by any contract or engagement or to
pledge its credit or to render it liable monetarily for any purpose or in any
amount.

Section 2. Checks and Notes
Except as otherwise specifically determined by resolution of the Board of
Directors, or as otherwise required by law, checks, drafts, promissory notes,
orders for the payment of money and other evidence of indebtedness of the
corporation shall be signed by the Treasurer of the corporation or the ConChair.
The ConChair may only sign cheques which cover items related to their convention
and which are part of the approved budget.

and countersigned by the
President of the corporation.

Section 3. Deposits
All funds of the corporation shall be deposited from time to time to the credit
of the corporation in such banks, trust companies or other depositories as the
Board of Directors may select.

Section 4. Gifts
The Board of Directors may accept on behalf of the corporation any
contribution, gift, bequest or devise for the nonprofit purposes of this
corporation.

Article 7
Corporate Records, Reports and Seal

Section 1. Maintenance of Corporate Records
The corporation shall keep at its principal office:

a.	Minutes of all meetings of directors, committees of the board, indicating
the time and place of holding such meetings, whether regular or special, how called,
the notice given and the names of those present and the proceedings thereof;

b.	Adequate and correct books and records of account, including accounts of its
properties and business transactions and accounts of its assets, liabilities,
receipts, disbursements, gains and losses;

d.	A copy of the corporation's Articles of Incorporation and Bylaws as amended
to date will be placed on the corporate web site for public inspection and review.

Section 2. Directors' Inspection Rights
Every director shall have the absolute right at any reasonable time to inspect
and copy all books, records and documents of every kind and to inspect the
physical properties of the corporation and shall have such other rights to
inspect the books, records and properties of this corporation as may be
required under the Articles of Incorporation, other provisions of these Bylaws
and provisions of law.

Section 4. Right To Copy And Make Extracts
Any inspection under the provisions of this Article may be made in person or by
agent or attorney and the right to inspection shall include the right to copy
and make extracts.

Section 5. Periodic Report
The board shall cause any annual or periodic report required under law to be
prepared and delivered to an office of this state and made available online, 
to be so prepared and delivered within the time limits set by law.


Article 9
Amendment of Bylaws

Section 1. Amendment 
Subject to limitations specified under provisions of law,
these Bylaws, or any of them, may be 
altered, amended or repealed and new Bylaws adopted by approval of the
majority of the full Board of Directors.


Article 10
Construction and Terms
If there is any conflict between the provisions of these Bylaws and the
Articles of Incorporation of this corporation, the provisions of the Articles
of Incorporation shall govern.
Should any of the provisions or portions of these Bylaws be held unenforceable
or invalid for any reason, the remaining provisions and portions of these
Bylaws shall be unaffected by such holding.
All references in these Bylaws to the Articles of Incorporation shall be to the
Articles of Incorporation, Articles of Organization, Certificate of
Incorporation, Organizational Charter, Corporate Charter or other founding
document of this corporation filed with an office of this state and used to
establish the legal existence of this corporation.
All references in these Bylaws to a section or sections of the Internal Revenue
Code shall be to such sections of the Internal Revenue Code of 1986 as amended
from time to time, or to corresponding provisions of any future federal tax
code.

Article 11 
Exclusions
Section 1.
As celebrity guests are difficult to obtain with a notice of less than a year, 
the board may confirm guests of honor for a particular cconvention, providing that
this confirmation occurs in advance of the appointment of the ConChair for that
particular convention.

ADOPTION OF BYLAWS
We, the undersigned, are all of the initial directors or incorporators of this
corporation, and we consent to, and hereby do, adopt the foregoing Bylaws,
consisting of __________ preceding pages, as the Bylaws of this corporation.
Dated: __________