The principal office of the corporation shall be located in the Municipality of Anchorage, State of Alaska. The corporation may have such other offices, either within or without the State of Alaska, as the board of directors may designate or as the business of the corporation may from time to time require.
- GENERAL POWERS. The business and affairs of the corporation shall be managed by its board of directors. The directors shall in all cases act as a board, and they may adopt such rules and regulations for the conduct of their meetings and the management of the corporation, as they may deem proper, not inconsistent with these bylaws and the laws of the State of Alaska.
- NUMBER, TENURE, AND QUALIFICATIONS. The number of directors of the corporation shall be not less than three. Each director shall hold office for two years and until his or her successor shall have been elected and qualified.
- MANNER OF SELECTION. The Board of Directors constitutes the membership of the corporation. Each member of the Board of Directors of the corporation may cast one primary ballot in the Board of Directors election. Each Active Greenstand Community Member may cast a secondary ballot in the Board of Directors election. One primary ballot shall be equal to 10 secondary ballots. Defined active as having actively contributed or added value to the project in the year preceding the election, either as pull requests that have been merged into the project or as valid contributions logged in the building time channels, or other known meaningful contributions. Elections shall be held in each odd numbered year or when called for by a majority vote of the current board members. The Board shall set the date of the election in the last board meeting prior to the election.
- MEETINGS. No less than two meetings of the board shall be held during each calendar year. Meetings may be held by teleconference. In addition to the directors, meetings shall be open to staff members and any other persons, subject to the consent of the board. The board of directors may provide, by resolution, the time and place for the holding of additional regular meetings without other notice than such resolution.
- SPECIAL MEETINGS. Special meetings of the board of directors may be called by or at the request of the president or any two directors. The person or persons authorized to call special meetings of the board of directors may fix the place for holding any special meeting of the board of directors called by them. At the discretion of the president, single items of business requiring immediate action may be decided by a telephone or other approved electronic poll of the directors, if no director objects to the use of such process for that decision.
- NOTICE. Notice of any meeting shall be given at least seven days previously thereto by email. 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. The business to be transacted or the purpose of any regular or special meeting of the board of directors need not be specified in the notice or waiver of notice of such meeting.
- QUORUM. At any meeting of the board of directors, a majority of directors shall constitute a quorum for the transaction of business, but if less than said number is present at a meeting, a majority of the directors present may adjourn the meeting from time to time without further notice.
- MANNER OF ACTING. Except as otherwise provided herein, the act of the majority of the directors present at a meeting at which a quorum is present shall be the act of the board of directors. The board may meet, at their discretion, in executive session provided that any formal action shall be taken in open meeting.
- NEWLY CREATED DIRECTORSHIPS AND VACANCIES. Newly created directorships resulting from an increase in the number of directors and vacancies occurring in the board for any reason except the removal of directors may be filled by appointment by the Chairperson with the approval of the majority of the board then in office, although less than a quorum exists. Vacancies occurring by reason of the removal of directors shall be filled by appointment by the Chairperson with the approval of the majority of the board then in office. Directors selected to fill a vacancy caused by resignation, death, or removal shall be selected to hold office for the unexpired term of his or her predecessor.
- ELECTION. Directors shall be elected by a majority vote as calculated the sum of the primary ballots from the Board of Directors ‘primary ballots’ and ‘secondary ballots’ from the Greenstand Community Voting will be by email, approved electronic communications or forms, in meetings or by any combination of the above. The newly elected board members assume their responsibilities at the next regularly scheduled board meeting.
- REMOVAL OF DIRECTORS. A director may be removed by the vote of two-thirds of the remaining members. Absence from two consecutive, or any three meetings within a two-year term, shall be grounds for such removal.
- RESIGNATION. A director may resign at any time by giving written notice to the board of directors, president, or secretary of the corporation. Unless otherwise specified in the notice, the resignation shall take effect upon receipt thereof by the board of directors or such officer, and the acceptance of the resignation shall not be necessary to make it effective.
- COMPENSATION. No director shall receive compensation for serving the corporation in any capacity nor shall directors be paid as such for their services as directors, but by resolution of the board of directors, a fixed sum and expenses for actual attendance at each regular or special meeting of the board of directors may be authorized, to include child care expense, mileage, and travel reimbursement. Expense reports are to be filed at a regular meeting and approved by the board.
- POWERS. Without limiting the general powers conferred by these bylaws and provided by law, the board of directors shall have, in addition to such powers, the following powers, namely: (a) From time to time to make and change rules and regulations not inconsistent with law, or with these bylaws, for the management and control of the business of the corporation and its affairs, and of its officers, agents and employees; to lease, purchase or otherwise to acquire, in any lawful manner, for and in the name of the corporation, any and all real estate, personal property, letters patent, concessions, licenses, inventions, and other property rights or privileges whatsoever deemed necessary or convenient for the prosecution of its business and which the corporation is authorized to acquire, and generally upon such terms and conditions as they think fit, and in their discretion to pay therefor, either wholly or partially, in any stocks, bonds, debentures, or other securities of the corporation. (b) To sell or otherwise to dispose of any real estate, personal property, patents, licenses, inventions, property rights or privileges belonging to the corporation, whenever in their opinion its interest would be thereby promoted. (c) To enter into agreements and contracts with individuals, groups of individuals, corporations or governments for any lawful purpose. (d) To supervise and direct the officers, agents, and employees of the corporation and to see that their duties are properly performed. (e) To appoint and remove at its pleasure any and all officers, agents and employees of the corporation, and to prescribe their duties, in a manner not inconsistent with these bylaws, and to fix their compensation. (f) To borrow money and otherwise to incur indebtedness and to enter the terms and amount of such indebtedness in the minutes of the board of directors, and to evidence such indebtedness by the note of the corporation, and to mortgage the property of the corporation, and otherwise give security for the payment of such indebtedness. (g) To cause to be kept a complete record of all their minutes and acts. (h) To amend, alter, and repeal these bylaws or any part thereof, at any regular or special meeting of the board of directors, pursuant to Article X herein. (i) In addition to the powers and authorities expressly conferred upon the board of directors by these bylaws, the board of directors may exercise all such other lawful powers of the corporation and do all such lawful acts and things in the furtherance of the corporation’s activities, as are not by statute or by the Articles of Incorporation or by these bylaws directed or required to be exercised or done by the membership. (j) In acting for the corporation, directors may rely upon financial records and reports prepared by agents of the corporation. Each director is entitled by right to indemnification and to be held harmless by the corporation for any and all liability of any kind which a director may suffer or for actions threatened against a director arising from his or her actions and decisions made for and on behalf of the corporation. If a director is personally or otherwise interested in any subject matter which may come before the board then his or her vote, which shall in any event be counted for purposes of quorum, may be counted for purposes of approval or disapproval provided he or she first fully discloses his or her interest in the matter to the remaining board members then present, and the majority of them find, upon due consideration, that the matter is fair to the corporation under all the circumstances.
- NUMBER. The officers of the corporation shall be president, vice-president, secretary and treasurer, each of whom shall be elected by the board of directors. Such other officers and assistant officers as may be deemed necessary may be elected or appointed by the board of directors. Any two or more offices may be held by the same person except the offices of president and secretary.
- ELECTION AND TERM OF OFFICE. The officers of the corporation to be elected by the directors shall be elected annually at the first meeting of the board of directors held after each election. Each officer shall hold office until his or her successor shall have been duly elected and shall have qualified or until his or her death or until he or she shall resign or shall have been removed in the manner hereinafter provided.
- REMOVAL. Any officer or agent elected or appointed by the board of directors may be removed by the board of directors whenever in its judgment the best interests of the corporation would be served thereby.
- VACANCIES. A vacancy in any office because of death, resignation, removal, disqualification or otherwise, may be filled by the board of directors for the unexpired portion of the term.
- PRESIDENT. The president shall be the chief executive officer of the corporation and, subject to the control of the board of directors, shall in general supervise and control all of the business and affairs of the corporation. He or she shall, when present, preside at all meetings of the membership and of the board of directors. He or she may sign, with the secretary or any other proper officer of the corporation thereunto authorized by the board of directors, any deeds, mortgages, bonds, contracts, or other instruments except in cases where the signing and execution thereof shall be expressly delegated by the board of directors or by these bylaws to some other officer or agent of the corporation, or shall be required by law to be otherwise signed or executed; and in general shall perform all duties incident to the office of president and such other duties as may be prescribed by the board of directors from time to time. The president shall preside at all board meetings and shall set the agenda for such meetings. The president also may, with the concurrence of the majority of the directors, appoint various Committees of the board, the membership to include directors and/or non-directors. The president is responsible for adhering to these bylaws and insuring the board functions according to these bylaws.
- VICE-PRESIDENT. In the absence of the president or in the event of his or her death, inability or refusal to act, the vice-president (or in the event there be more than one vice-president, the vice-presidents in the order designated at the time of their election, or in the absence of any designation, then in the order of their election) shall perform the duties of the president, and when so acting, shall have all the powers of and be subject to all the restrictions upon the president. Any vice-president shall perform such other duties as from time to time may be assigned to him or her by the president or by the board of directors.
- SECRETARY. The secretary shall keep the minutes of the membership and of the board of directors meetings in one or more books provided for that purpose, see that all notices are duly given in accordance with the provisions of these bylaws or as required by law, be custodian of the corporate records and of the seal of the corporation and keep a register of the post office address of each member which shall be furnished to the secretary by such member, shall sign with the president all instruments requiring such, and in general perform all duties incident to the office of secretary and such other duties as from time to time may be assigned to him or her by the president or by the board of directors. The secretary shall also prepare and distribute the agenda in advance of meetings.
- TREASURER. If required by the board of directors, the treasurer shall give a bond for the faithful discharge of his or her duties in such sum and with such surety or sureties as the board of directors shall determine. He or she shall have charge and custody of and be responsible for all funds and securities of the corporation; receive and give receipts for moneys due and payable to the corporation from any source whatsoever, and deposit all such moneys in the name of the corporation in such banks, trust companies or other depositories as shall be selected in accordance with these bylaws and in general perform all of the duties incident to the office of treasurer and such other duties as from time to time may be assigned to him or her by the president or by the directors. Certain of these responsibilities may be delegated to agents or employees of the corporation as approved by resolution of the board of directors.
- 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 in the name of and on behalf of the corporation, and such authority may be general or confined to specific instances.
- LOANS. No loans shall be contracted on behalf of the corporation and no evidences 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.
- CHECKS, DRAFTS, ETC. All checks, drafts, or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the corporation, shall be signed by such officer or officers, agent or agents of the corporation and in such manner as shall from time to time be determined by resolution of the board of directors.
- DEPOSITS. All funds of the corporation not otherwise employed shall be deposited from time to time to the credit of the corporation in such banks, trust companies or other depositories as the board of directors may select.
The fiscal year of the corporation shall begin on the 1st of January in each year.
Unless otherwise provided by law, whenever any notice is required to be given to any member or director of the corporation under the provisions of these bylaws or under the provisions of the articles of incorporation, a waiver thereof in writing, signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.
These bylaws may be altered, amended, or repealed and new bylaws may be adopted by no less than three-quarters of the board of directors at any regular or special meeting of the board of directors. Notice and description of proposed bylaw changes shall be included in the notice of the meeting.
That the undersigned Secretary of GREENSTAND does hereby certify that the above and foregoing amendment to the bylaws were duly adopted by the board of directors as the bylaws of such corporation on the 6th December 2022.