BYLAWS OF MINDBRIDGE FOUNDATION

First Written: July 13, 1998

Modification History:
01/02/2002: Article VI - Section 3 — Number of meetings for membership requirements
01/02/2002: Article VI - Section 3 — BoD authority to grant membership
04/17/2005: Article I - Section 1 — Updated address information
04/17/2005: Article I - Section 3 — Updated address information
04/17/2005: Article IV - Section 1 — Added the following additional officiers: Public Relations Officer, Inventory Control Manager and Database Manager
04/17/2005: Article IV - Added Sections 6-9 describing new officers from Article IV Section I
09/??/2006: Article III - Section 1.1 — Length of directorships
09/??/2006: Article III - Section 1.2 — Length of directorships
09/??/2006: Article V - Section 1 — Updating manifestos
09/??/2006: Article V - Section 5 — Updating committee requirements
09/??/2006: Article V — Added Sections 7 & 8
09/??/2006: Article XI - Section 1 — Added the fiscal year
09/??/2006: Article XII - Section 1 — Updated instruments
11/26/2007: Article I - Section 3 — Updated registered office address to new mailbox
04/06/2008: Article XI - Section 1 — Updated fiscal year

Article I – Offices

Section 1. Principal office

The principal office of the corporation shall be in the city of Iowa City, Johnson County, Iowa.

Section 2. Other offices

The corporation may also have offices at such other places within or without the state of Iowa as the Board of Directors may from time to time determine or the activities of the corporation may require.

Section 3. Registered office

The registered office of the corporation shall be established and maintained at 308 E. Burlington, PMB #300, Iowa City, Iowa 52240.

Article II – Structure

Section 1. Standing rules

The following rules and assumptions remain in effect throughout these bylaws:

• Unless otherwise stated, a simple majority decides all votes.
• A proper notification period is established for all official meetings, and official meetings may not take place without this notification period. Unless otherwise stated, an official meeting notification period is seven days.
• Unless otherwise stated, individuals may not cast more than one vote in any single election or vote, except when voting with a signed proxy allowing that individual to vote in another’s absence.
• Unless otherwise stated or agreed upon by a majority vote of those voting members present, all votes are by secret ballot and only votes cast will count in deciding the majority.
• Unless otherwise stated, abstentions are not counted in the number of votes cast.

Section 2. General organizational structure

Mindbridge Foundation shall consist of the following organizational structure:

• A Board of Directors shall steer the direction of the corporation.
• A set of officers shall perform managerial duties for the Board of Directors.
• A Super Committee, made up of the members of the Board of Directors and each major project committee, shall organize various large projects.
• A membership body shall vote upon certain matters of import.

Article III - Board of Directors

Section 1. Number and term

The number of Directors shall be five. Two Directors will sit as permanent members, two will be elected by the Super Committee, and one at-large member will be elected by the voting membership. All Directors must maintain membership in the corporation to retain seats on the Board of Directors.

Section 1.1. Permanent members of the Board of Directors

These Directors shall serve three-year terms, staggered such that one term will expire every three years. One of the initial Directors shall serve a one-year term. Members of the Super Committee shall elect these Directors at the annual membership meeting. These Directors do not need to meet any special criteria other than membership to the corporation.

Section 1.2. Super Committee members of the Board of Directors

These Directors shall serve three-year terms, staggered such that one term will expire every three years. One of the initial Directors shall serve a one-year term. Members of the Super Committee shall elect these Directors at the Super Committee’s annual meeting. Unlike permanent Directors, these Directors do not need to meet any special criteria other than membership to the corporation.

Section 1.3. The At-large Member of the Board of Directors

This Director will serve a one-year term. The voting membership will elect this Director at the official annual meeting of Mindbridge Foundation members. Unlike permanent Directors, this Director does not need to meet any special criteria other than membership to the corporation, and this Director cannot be a member of the Super Committee at the time he or she is elected.

Section 2. Resignations

Any Board member may resign at any time. Such resignation shall be made in writing, and shall take effect at the time specified therein. If no time is specified, then the resignation takes effect at the time of its receipt by the president or secretary. The acceptance of a resignation shall not be necessary to make it effective.

Section 3. Vacancies

Any vacancy on the Board of Directors, except for the at-large seat, shall be filled by special election by the Super Committee. This election must take place in a timely fashion reasonable to the situation. The at-large seat shall by filled by a special election of the membership body, unless the regular annual meeting is fewer than 60 days from the time when the seat becomes vacant. In this case, the seat will remain vacant until the annual meeting. During vacancies, the Board of Directors may appoint a stand-in Director from the Super Committee if needed, who will stand down when the appropriate election takes place.

Section 4. Removal

Any member of the Board of Directors may be removed by an 80% majority vote by the membership body at a membership meeting. The vote must be advertised on the meeting notice, except if the vote is to take place at the annual meeting of the membership body.

Section 5. Compensation

Directors shall not receive any salary for their services as Directors or as members of committees. At resolution of the Board of Directors, expenses of attendance may be allowed for attendance at each meeting. Nothing herein contained shall be construed to preclude any Director from serving the corporation in any other capacity as an officer, agent, or otherwise, and receiving compensation therefore.

Section 6. Duties and Authority

The Board of Directors shall exercise the following duties:

1 Set directives for the corporation, acting in the best interest of the corporation.
1.1 All newly adopted directives must be communicated to the membership and committee members within the fiscal year of adopting the directive, either by special mail notification or by notification at the next membership meeting.
1.2 There is no rule 1.2.
2 Approve and control the existence of special projects and tasks for the corporation.
2.1 Any special project or task requiring a budget of $500 or more must be approved by a vote of the Board of Directors, then again by a vote of the membership body.
2.2 Any special project or task requiring a budget of less than $500 can be approved by a vote of the Board of Directors. The project’s budget or expenses cannot subsequently exceed $500. If it does, then the Board of Directors must obtain approval as outlined in section 2.1.
2.3 The Board of Directors may create a committee to manage the special project or task. The members of the committee are chosen by the membership body. The Board of Directors will define the powers, duties, term, and purpose of each committee before the members are elected.
2.4 If Mindbridge Foundation acquires a project that has previously existed under the control of another organization, Mindbridge shall enter into a written agreement delineating and clarifying the project’s existence under Mindbridge. Such an agreement should include specific rules governing the dissolution, dissolving, or other termination of the project. This agreement is meant to clarify the standing of the project, not to circumvent the bylaws.
3 Approve the budgets for special projects and tasks for the corporation.
3.1 Committees must submit budgets for approval.
3.2 No money may be spent out of the budget until the Board of Directors approves the budget.
4 Monitor the actions of committees for special projects and tasks for the corporation.
4.1 Committees shall submit any and all minutes to the Board for purposes of record, but the Board shall not micromanage the project.
4.2 The Board of Directors may reprimand committees for violating directives, budgets, and other actions that are contrary to the interests of the corporation.
4.3 If justification exists, the Board of Directors may remove committee members. Appeals may be made through the grievance process. Removed members will be replaced by a vote of the membership body, unless the committee’s special event is within 90 days of the removal or appeal denial. In this case, the remaining committee members will chose a replacement (or leave the position vacant) with approval from the Board of Directors. If no committee members remain, the Board of Directors will appoint a committee.
5 Appoint officers as needed.

Section 8. Action without meeting

Any action required or permitted to be taken at any meeting of the Board of Directors, or of any committee thereof, may be taken without a meeting if prior to such action a written consent is signed by all members of the Board of Directors, or of such committee as the case may be, and such written consent is filed with the minutes or proceedings of the Board of Directors or committee.

Article IV – Officers

Section 1. Officers

The Board of Directors shall designate officers of the corporation. Officers will serve the Board of Directors for terms specified by the Board, and may be reassigned at any time. The officers shall consist of a president, secretary, and treasurer and shall carry out common management tasks for the Board of Directors. None of the officers of the corporation need be Directors, but Directors are not precluded from being officers. The same person may hold more than one office.

Section 2. Other officers and agents

The Board of Directors may designate such officers and agents as it may deem advisable. These officers and agents shall hold their offices for such terms and shall exercise such power and perform such duties as shall be determined from time to time by the Board of Directors. These officers and agents can be dissolved or designated at any time.

Section 3. President

The president shall preside at all meetings of the membership body and Super Committee, and at the pleasure of the Board of Directors, shall preside over meetings of the Board of Directors. As the Board of Directors authorizes, the president will execute bonds, mortgages, and other contracts on behalf of the corporation, and shall cause the seal to be affixed on any instrument requiring it.

Section 4. Treasurer

The treasurer shall have custody of the corporate funds and securities and shall keep full and accurate account of receipts and disbursements in books belonging to the corporation. The treasurer shall deposit all money and valuables in the name and to the credit of the corporation in such depositories as are designated by the Board of Directors.

The treasurer shall disburse the funds of the corporation as, and only as, ordered by the Board of Directors, or the president, taking proper vouchers for such disbursements. He or she shall render to the president and Board of Directors at the regular meetings of the Board of Directors, or whenever they request it, an account of the financial condition of the corporation. If required by the Board of Directors, he or she shall give the corporation a bond for the faithful discharge of his or her duties in such amount and with such surety as the Board shall prescribe.

Section 5. Secretary

The secretary shall see that notice is given of all meetings to appropriate parties, and all other notices required by law or by these bylaws except as otherwise stated. In case of his or her absence, refusal, or neglect to do so, any such notice may be given by any interested or involved party. The secretary shall record the proceedings of meetings in a book to be kept for that purpose, and shall affix the seal to all instruments requiring it when authorized by the Board of Directors or president, and shall attest the same.

Section 6. Public Relations

The public relations person shall work in conjunction with Mindbridge Foundation and its Projects to help con coms advertise those projects, and disseminate data about Mindbridge Foundation and its Projects to the public. This person shall also be responsible for disseminating information about Mindbridge Foundation and its Projects via the many forms of media available to Mindbridge.

Section 7: Inventory Control Manager

The Inventory Control Manager will be responsible for the management and yearly inventory and cleaning of the Mindbridge storage locker, keeping the locker in reasonably organized shape, and helping Mindbridge Foundation and its projects access materials in the storage locker as necessary.

Section 8: Central Database Manager

The central database manager will keep the records of registration for all Mindbridge projects. That information will be delivered to projects as needed for mailings and advertisements.

Section 9: Membership Manager

The Membership Manager will keep the current membership records, attendance records and record volunteer points earned and spent. In addition, the Membership Manager will recommend and implement rewards for volunteering and membership. The Membership Mananger will be in charge of making sure that all members have membership cards or certificates if deemed necessary by the corporation and its members.

Article V – Committees

Section 1. Forming committees

When the Board of Directors establishes a special project or task, they will determine if that project or task will have a committee to manage it. Special projects requiring membership approval need not have committees assigned to them, but the membership body may choose to not approve a project without a committee assigned. Committees shall have powers, duties, size, and terms assigned in writing by the Board of Directors, as required. These duties will be detailed in a directive hereafter referred to as a manifesto. Committes will be required to follow these directives. Should the committee wish to change the manifesto, they must submit their changes to the Mindbridge membership for a vote to accept or reject the changes.

Section 2. Electing committee members

The Board of Directors may recommend members for a committee. However, the membership body may elect anyone they wish to the committee.

Section 3. Removal

If the Board of Directors judges that a committee member is not acting in the best interest of the corporation, or of the project the committee is assigned to manage, they may file a reprimand. If the committee member’s actions seriously threaten the project or corporation, or if the reprimand issued was not the first for that member, the Board of Directors may remove the member from the committee. Any vacancies created by this action will be handled under Section 4.

Section 4. Vacancies

A replacement will be selected by vote of the membership body, unless the project or event occurs within 90 days of the removal, in which case the remaining committee members will choose a replacement with approval from the Board of Directors. If no committee members remain, the Board of Directors will appoint a replacement in a timely manner. At the Board’s discretion, the new committee may be elected by the membership body if time allows.

Section 5. Requirements

There are no special requirements imposed upon individuals for committee membership eligibility beyond being elected by the membership body, except that the At-large Director may not serve on a committee. All members of any committee are required to abide by the directives/manifestos that relate to their project.

Section 6. Super Committee

The Super Committee will be made up of all members of all committees for special projects or tasks, and the Board of Directors. The Super Committee shall have these duties:

• Elect permanent Board members.
• Elect the Super Committee members of the Board of Directors.
• Appoints Board of Directors’ appeals representative if a conflict of interest exists within the Board.

Section 7. Pre-Planning Committee

The pre-planning committee shall to serve the preliminary preparation needs of all major Mindbridge projects. The Planning Committee shall act on the behalf of permanent projects for activities/events to take place up to three years beyond the current year, but not for any such activities/events for which a committee has been selected.

Section 8. Database Committee

The database committee shall serve Mindbridge Foundation in creating and maintaining a database of members. This database shall also serve for registration purposes at all projects, as a source for mailings and current contact information.

Article VI – Members

Section 1. Certificates of membership

Every member of the corporation shall be entitled to have a certificate, signed by the chairman of the Board of Directors, or designated officer, certifying his or her membership. There shall be one class of membership, and no member shall hold more than one valid certificate. Certificates shall state that the certificate is valid as long as membership requirements are fulfilled. Certificates shall not be transferable.

Section 2. Record date

In order that the corporation may determine the members entitled to the notice of or to a vote at any meeting of the membership body, or to express consent to corporate action in writing without a meeting, a record date shall exist. The record date shall be the day when notices of a meeting are mailed.

Section 3. Membership requirements

In order to qualify to become a member of the corporation, an individual must meet these criteria:

• Must be a living human of at least 12 years of age.
• Must attend two membership meetings within a six-month period. 01/02/2002
• Must have attended the last two consecutive membership meetings. 01/02/2002
• Must have registered for or officially attended at least one corporate event in this or the previous fiscal year. If no corporate event took place within that time, this requirement is waived. A corporate event will be labeled as such by the Board of Directors, and will include all special events (except meetings).
• An individual may obtain membership without meeting the above criteria with a three-fifths vote of the Board of Directors. 01/02/2002

When scheduling meetings, the Board of Directors shall be reasonably responsive to the schedules of individuals who demonstrate a sincere desire to attend.

On the second meeting attended, an individual may apply for membership.

In order to retain membership to the corporation, individuals must meet these criteria:

• Must have attended one of the last three membership body meetings that proper notice was issued for.
• Must have registered for or officially attended at least one corporate event in this or the previous fiscal year. If no corporate event took place within that time, this requirement is waived. A corporate event will be labeled as such by the Board of Directors, and will include all special events, but not meetings.

A member may submit a written request to the Board of Directors for proxy attendance. The request must prove that the member has a compelling reason for not attending, and that the member demonstrates a continuing interest in the corporation. If the Board of Directors approves the request, they will issue a proxy statement to the member. This statement will allow another voting member to cast the proxy member’s vote. The proxy will be valid only for the voting period stated on the proxy. The member should also include a self addressed stamped envelope if he or she wishes to receive the meeting minutes.

Section 4. Initial members

After the first organizational meeting of the corporation, the Board of Directors shall initiate a call for members. Normal membership requirements will be waived, and requirements for membership in Mindbridge Foundation will coincide with membership requirements for the Science Fiction League of Iowa Students. At any time during this call for members, any living human of at least twelve years of age meeting membership requirements for the Science Fiction League of Iowa Students may apply for and receive membership to Mindbridge Foundation. During this call, the corporation will enforce no requirements for retaining membership. This call will continue until the start of the next fiscal year, where normal membership requirements will immediately take effect.

Section 5. Meeting of members

Annual meetings shall take place for the election of the At-large Director, voting on general business brought forth by the Board of Directors, and other such matters. This is covered in Article VII.

Section 6. Other meetings

Meetings of members for any purpose other than the annual meeting may be held at such a place and time as shall be stated in the notice of the meeting.

Section 7. Voting

Each member entitled to vote in accordance with the terms and provisions of these bylaws shall be entitled to one vote, in person or by proxy. A proxy will be valid for one voting period only, and shall state clearly what voting period it is valid for. At the discretion of the Board of Directors, a special proxy may be issued to extend over a term and cover all votes within that term. All membership votes are by show of hand, unless requested by any voting member present that it be by ballot.

Section 8. Membership list

At each membership meeting, the secretary or duly appointed representative shall present a list of all current members, thus establishing eligibility to vote. This list would be compiled on the record date and shall be available for inspection at all times after such record date and during the membership meeting for which it applies. The secretary, or duly appointed representative, shall take attendance and process applications for membership in a book for this purpose.

Article VII – Meetings

Section 1. Annual Meetings

The annual meeting of the Board of Directors will take place during the last eight weeks of the fiscal year, but not within the last four weeks. The purpose of this meeting will be to review the books for the fiscal year, determine the state of the corporation, and establish the meeting times for the annual Super Committee meeting and for the annual membership body meeting.

The annual meeting of the Super Committee shall take place within last four weeks of the fiscal year, and at least one week prior to the annual membership body meeting. The Super Committee will elect its representatives to the Board of Directors, provide reports on projects and tasks, and perform any other necessary business.

Two weeks prior to the Board of Directors meeting, each standing committee in the Super Committee may submit a list of dates and times that they will be unavailable. The Board of Directors will consider this list to make a suitable, mutually satisfactory time and date for the Super Committee meeting.

The annual meeting of the membership body shall take place at least one week after the Super Committee annual meeting, but no more than three weeks into the fiscal year. At this meeting the membership body shall elect its representative to the Board of Directors, hear the state of the corporation report from the Board of Directors, and perform any other necessary business.

Section 2. Other meetings

Other meetings of the Board of Directors may be called at any time by any Director.

Other meetings of the Super Committee may be called by any member of the Super Committee.

Other meetings of the membership body may be called by the Board of Directors, or by request in writing by any member (who is not on the Board of Directors) to the Board. The request may be denied by a 4/5 Board vote. Emergency meetings may be called by a 4/5 vote of the Board of Directors, and such meetings require a 10 day notice.

Section 3. Quorum

A Board of Directors meeting quorum is 75%.

A Super Committee meeting quorum is 75% of the total members of the Super Committee. In addition, at least one representative from each committee must be present. If a new committee has been elected, but the committee they are replacing has not yet finished their term, both committees may attend and count towards quorum, but only the standing committee with the unfinished term may vote.

There is no quorum for a membership meeting, providing proper notification was given.

Section 4. Notice

For Board of Directors meetings, a good faith effort must be made to notify each Director within a reasonable amount of time.

For Super Committee meetings, a 10 day notification is required for each member of the Super Committee.

Membership meetings require a 30 day notice.

For all notifications, reasonable forms of notification include mail and e-mail. Voice may serve as proper notice for Board of Director and Super Committee meetings. The secretary is responsible for providing notification. Proxy forms must be mailed with the notice. Proxies shall allow a member to pass his or her vote to another member, and shall be valid for the specified meeting only.

Article VIII - Grievances and Appeals

Section 1. Grievances and appeals

If any member, committee member, or Director feels that they have been wronged, falsely reprimanded, or unjustly impeached by Mindbridge Foundation, they may file grievance with the secretary, the president, or the Board of Directors. An appeal is considered a grievance and shall follow the same procedures. The grievance must be in writing, and clearly state the parties involved, the date of the grievance, and a description of the grievance. An emergency meeting must be called within four days, to take place in the minimum amount of time following proper notification periods. The type of meeting will depend upon the parties involved.

The meeting must be attended by the plaintiff(s) and defendant(s), or agents appointed by the plaintiff or defendant, respectively, and the Board of Directors. If the Board of Directors is also one of the parties named in the grievance, the Super Committee must also attend. If the Super Committee is also named, the membership body must also be invited to attend.

At this meeting, a special grievance committee of three will be formed. Only members of the corporation or of the Super Committee may serve on this committee. One member will be selected by the plaintiff, and one by the defendant. The third shall be selected by the Board of Directors. If the Board is named in the grievance, the third member shall be selected by the Super Committee. If the Super Committee is also named, the third member shall be selected by the membership body.

This committee is not considered a project or task committee, and will therefore have no representation in the Board of Directors, and will not be considered as part of the Super Committee. This committee must resolve the grievance and unanimously agree upon the outcome within 30 days. Other arrangements for resolution may be made if all parties agree. If the committee does not resolve the grievance, a special meeting of the members and Super Committee must be called and a vote taken for resolution.

Article IX - Prohibition of Dividends

Section 1. Prohibition of dividends

No part of the net earnings of the corporation shall inure to the benefit of, or be distributed, as dividends or in any other manner to its members, Directors, officers, or other private person, except that the corporation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purpose set forth in the Articles of Incorporation.

Further, upon the dissolution of the corporation, the Board of Directors shall, after paying or making provision for payment of all of the liabilities of the corporation, dispose of all of the assets of the corporation exclusively for the purposes of the corporation in such manner, or to such organization or organizations organized and operated exclusively for charitable, educational, religious or scientific purposes as shall at the time qualify as an exempt organization under Section 501(c)(3) of the Internal Revenue Code of 1954 (or the corresponding provision of any subsequent United States Internal Revenue Code), as the Board of Directors shall determine. Any such assets not so disposed of shall be disposed of by the District Court of the county in which the principal office of the corporation is then located, exclusively for such purposes or to such organizations as said court shall determine are organized exclusively for that purpose.

Article X - Corporate Seal

Section 1. Seal

The corporate seal shall be circular in form and shall contain the name of the corporation, the year of its creation, and the words “Corporate Seal Mindbridge Foundation”. Said seal may be used by causing it or a facsimile thereof to be impressed of affixed or otherwise reproduced.

Article XI - Fiscal Year

Section 1. Fiscal year

The fiscal year of the corporation shall be determined by resolution of the Board of Directors. The fiscal year is from April 1 to March 31 of the following year. 04/06/2007

Article XII - Execution of Corporate Instruments

Section 1. Instruments

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 an officer or officers, agent or agents of the corporation, and in such manner as shall be determined from time to time by resolution of the Board of Directors.

These instruments will be issued in accordance to the Mindbridge Foundation Cash Policy document.

Article XIII - Notice

Section 1. Notice

Whenever any notice is required by these bylaws to be given, unless expressly stated otherwise, it shall be deemed to be sufficient if given by depositing the same in the United States mail, postage prepaid, addressed to the person entitled thereto at his or her address as it appears on the records of the corporation, and such notice shall be deemed to have been given on the day of such mailing. In addition, any notice given by addressing an electronic mail with the electronic address stated by the member and recorded in the corporate records shall also be deemed to have been given on the day sent. Individuals not entitled to vote shall not be entitled to receive notice of any meetings, except as otherwise provided by statute. Members are responsible for updating their official address of record, and changes to either the physical or electronic address must be submitted to the secretary.

Section 2. Waiver of notice

Whenever any notice whatever is required to be given under the provisions of any law, or under the provisions of the Articles of Incorporation or these bylaws, a waiver thereof in writing signed by the person or persons entitled to said notice, whether before or after the time stated therein, shall be deemed proper notice.

Article XIV - Amendments

Section 1. Amendments

These bylaws may be altered and repealed and bylaws may be made at any annual meeting of the members or any special meeting thereof if notice of the proposed changes is included in the notice of the meeting. In order for the bylaws to be altered, the membership body must vote in the affirmative with a two-thirds majority of those voting members present.