BY-LAWS of the Exopolitics
Institute -
Incorporated in the State of Hawaii, USA, April 7, 2005
ARTICLE I - Name, Purposes and Office
Section 1.01. Name. The name of the organization is the "Exopolitics
Institute"
Section 1.02. Purpose. The Exopolitics Institute is organized for
the educational purposes of:
1. promoting research into the key actors, institutions and processes
associated with extraterrestrial affairs;
2. promoting awareness and understanding of different extraterrestrial
races; and their impact on social, economic, cultural and political
processes;
3. promoting peaceful cooperation with extraterrestrials aligned with
the advancement of global peace, human empowerment, and human sovereignty;
4. preparing humanity for open interaction with extraterrestrials;
5. assisting in public dissemination of extraterrestrial technologies;
6. promoting full public disclosure through an accelerated release
of all evidence concerning an extraterrestrial presence in terms of
history, agreements, technologies and activities.
Section 1.03. Offices.
The registered office of the Exopolitics Institute for the transaction
of its business is located in Kealakekua, Hawaii
ARTICLE II - Members
Section 2.01. Classes. There shall be four classes of members: Board
of Directors; Fee Paying Member, Honorary Member and Corporate Member.
Section 2.02. Qualifications. Membership is granted to any individual
appointed to the Board of Directors; or any individual or corporation
that supports the mission and purposes of the organization, and pays
the annual dues. Honorary membership is granted to any individual
or corporation that makes a significant contribution to the mission
and purposes of the Exopolitics Institute. Only members of the Board
of Directors have voting rights.
Section 2.03. Termination of Membership. The
'President' after consultation with the Board of Directors, may suspend
or expel any member, and may terminate the membership of any member
who becomes ineligible for membership, or suspend or expel any member
who shall be in default in the payment of dues.
Section 2.04. Resignation. Any member may resign by filing a written
resignation with the Secretary; however, such resignation shall not
relieve the member so resigning of the obligation to pay any dues
or other charges theretofore accrued and unpaid.
Section 2.05. Dues. Dues for members shall be initially established
by the Founding President and subsequently revised by the President
after consultation with the Board of Directors.
ARTICLE III - AUTHORITY AND DUTIES OF DIRECTORS
Section 3.01. Authority of Directors. The Board of Directors is the
principle body for consulting with and assisting the President in
exercising all the powers and authority granted to the Exopolitics
Institute by law.
Section 3.02. Number, Selection, and Tenure. The Board shall consist
of not less than three (3) directors. Each director shall hold office
for a term of two (2) years. Vacancies existing by reason of resignation,
death, incapacity or removal before the expiration of his/her term
shall be filled by the President after consultation with the remaining
directors. A director appointed to fill a vacancy shall serve the
unexpired term of that director's predecessor in office. The inaugural
Board of Directors will be appointed by the Founding President.
Section 3.03. Resignation. Resignations are effective upon receipt
by the Secretary of the Exopolitics Institute of written notification.
Section 3.04. Regular Meetings. The Board of Directors shall hold
at least one (1) meeting per calendar year. The Meetings shall be
at such dates, times and places as the President after consultation
with the Board shall determine.
Section 3.05. Special Meetings. Special Meetings shall be at such
dates, times and places as the President after consultation with the
Board shall determine.
Section 3.06. Notice. Meetings may be called by the President by notice
emailed, mailed, telephoned, or telegraphed to each member of the
Board not less than forty-eight (48) hours before such meeting.
Section 3.07. Quorum. A quorum shall consist of a majority of the
Board attending in person or through teleconferencing. All decisions
will be by majority vote of those present at a meeting at which a
quorum is present. If less than a majority of the directors is present
at said meeting, a majority of the directors present may adjourn the
meeting on occasion without further notice.
Section 3.08. Action Without a Meeting. Any action required or permitted
to be taken at a meeting of the Board of Directors (including amendment
of these Bylaws) or of any committee may be taken without a meeting
if all the members of the Board or committee consent in writing to
taking the action without a meeting and to approving the specific
action. Such consents shall have the same force and effect as a unanimous
vote of the Board or of the committee as the case may
be.
Section 3.09. Participation in Meeting by Conference Telephone. Members
of the Board may participate in a meeting through use of conference
telephone or similar communications equipment, so long as members
participating in such meeting can hear or communicate with one another.
Section 3.10. Committees. The President after consultation with the
Board of Directors may establish committees of the Board composed
of at least two (2) persons which, except for an Executive Committee,
may include non-Board members. The President may make such provisions
for appointment of the chair of such committees, establish such procedures
to govern their activities, and delegate thereto such authority as
may be necessary or desirable for the efficient management of the
property, affairs, business, activities of the Exopolitics Institute.
The President after consultation with the Board
of Directors may create an advisiory Committee comprising eminent
scholars and individuals who provide informal advise to the President
and/or the Board of Directors for the purpose of assisting the Exopolitics
Institute in fulfilling its mission and purposes.
Section 3.11. Reimbursement. Directors shall serve without compensation
with the exception that expenses incurred in the furtherance of the
Exopolitics Institute's business are allowed to be reimbursed with
documentation and prior approval by the President. In addition, Directors
serving the organization in any other capacity, such as office holders
or staff, are allowed to receive compensation therefore.
ARTICLE IV - AUTHORITY AND DUTIES OF OFFICERS
Section 4.01. Officers. The officers of the Exopolitics Institute
shall be a President, a Secretary/Treasurer, and such other officers
as the President, after consultation with the Board of Directors,
may designate. Any two (2) or more offices may be held by the same
person, except the offices of President and Secretary/Treasurer.
Section 4.02. Appointment of Officers; Terms of Office. The officers
of the Exopolitics Institute shall be appointed by the Founding President
after consultation with the Board of Directors. New offices may be
created and filled the President after consultating with the Board
of Directors. Terms of office may be established by the President
after consultation with the Board of Directors, but shall not exceed
three (3) years. Officers shall hold office until a successor is duly
elected and qualified. Officers shall be eligible for reappointment.
Section 4.03. Resignation. Resignations are effective upon receipt
by the President of a written notification.
Section 4.04. Removal. An officer may be removed by the President
after consultation with the Board of Directors, or by action in writing
pursuant to Section 3.08, whenever in the
President's judgment the best interests of the Exopolitics Institute
will be served thereby.
Any such removal shall be without prejudice to the contract rights,
if any, of the person so removed.
Section 4.05. President. The President shall be a director of the
Exopolitics Institute and will preside at all meetings of the Board
of Directors. The President shall perform all duties attendant to
that office, subject, however, to consultation with the Board of Directors
for all matters pertaining to the election of offices, appointment
of board members, changing the bylaws and changing the mission and
goals of the Exopolitics Institute. The President will make all reasonable
effort to consult with the Board before making decisions that require
the Board's participation. In the event that the President cannot
consult with individual members of the Board for decisions that require
urgent attention, he is authorized to make such decisions and notify
the relevant Board directors subsequent to the fact. The inaugural
President of the Exopolitics Institute will be Dr Michael E. Salla.
Section 4.06. Secretary. The Secretary shall
keep the minutes of all executive meetings of the Exopolitics Institute
attended by the President and other office holders. The Secretary
shall exhibit at all reasonable times to the President or a Director,
or to his or her agent or attorney on request therefore, By Laws,
the membership books, and the minutes of the proceedings of the Directors
of the Exopolitics Institute.
Section 4.07. Treasurer. The Treasurer shall
report to the President and the Board of Directors on the status of
the Institute¹s finances. The Treasurer shall work closely with
any paid executive staff of the Exopolitics Institute to ascertain
that appropriate procedures are being followed in the financial affairs
of the Institute, and shall perform such other duties as occasionally
may be assigned by the President. The Treasurer will make available
regular reports of the Exopolitics Institute finances through the
bimonthly Exopolitics Newsletter and an annual report to the President
and Board of Directors. The Treasurer will be responsible for ensuring
that the Institute¹s finances are conducted in a way that meets
accepted accounting standards and legal codes.
Section 4.08. Paid Staff. The President may
hire such paid staff as he or she deems proper and necessary for the
operations of the Exopolitics Institute. The powers and duties of
the paid staff shall be as assigned or as delegated to be assigned
by the President.
ARTICLE V - ADVISORY BOARDS AND COMMITTEES
Section 5.01. Establishment. The President after consultation with
the Board of Directors may establish one or more Advisory Boards or
Committees.
Section 5.02. Size, Duration, and Responsibilities. The size, duration,
and responsibilities of such boards and committees shall be established
by the President after consultation with the Board of Directors.
ARTICLE VI - FINANCIAL ADMINISTRATION
Section 6.01. Fiscal Year. The fiscal year of the Exopolitics Institute
shall be January 1 - December 31 but may be changed by the President
after consultation with the Board of Directors.
Section 6.02. Checks, Drafts, Etc. All checks, orders for the payment
of money, bills of lading, warehouse receipts, obligations, bills
of exchange, and insurance certificates shall be signed or endorsed
by such officer or officers or agent or agents of the Exopolitics
Institute and in such manner as shall from time to time be determined
by the President or of any committee to which such authority has been
delegated by the President after consultation with the Board.
Section 6.03. Deposits and Accounts. All funds
of the Exopolitics Institute, not otherwise employed, shall be deposited
from time to time in general or special accounts in such banks, trust
companies, or other depositories as the President or any committee
to which such authority has been delegated by the President after
consultation with the Board may select, or as may be selected by the
President or by any other officer or officers or agent or agents of
the Exopolitics Institute, to whom such power may from time to time
be delegated by the President. For the purpose of deposit and for
the purpose of collection for that account of the Exopolitics Institute,
checks, drafts, and other orders of the Institute may be endorsed,
assigned, and delivered on behalf of the Institute by any officer
or agent of the Institute.
Section 6.04. Investments. The funds of the Exopolitics Institute
may be retained in whole or in part in cash or be invested and reinvested
on occasion in such property, real, personal, or otherwise, or stock,
bonds, or other securities, as the President after consultation with
the Board of Directors may deem desirable, without regard to the limitations,
if any, now imposed or which may hereafter be imposed by law regarding
such investments, and which are permitted to organizations exempt
from Federal income taxation under Section 501(c)(3) of the Internal
Revenue Code.
ARTICLE VII - BOOKS AND RECORDS
Section 7.01. Correct books of account of the activities and transactions
of the Exopolitics Institute shall be kept at the office of the Institute.
These shall include a minute book, which shall contain a copy of the
Articles of Incorporation, a copy of these Bylaws, and all minutes
of meetings of the Board of Directors and Executive Committees.
ARTICLE VIII - PROHIBITIONS
Section 8.01. Prohibition Against Political
and Religious Activities. The President after consultation with the
Board of Directors shall not permit the Exopolitics Institute to participate
in, associate itself with, make contributions or donations to, or
submit to influences by any political or religious activity to any
substantial degree. Any activities should be limited to issues related
to the mission and goals of the Exopolitics Institute. In particular,
the Exopolitics Institute shall not participate in political campaigns
for or against any candidate for public office.
Section 8.02. Prohibition Against Discrimination. The Exopolitics
Institute shall admit members without regard to race, sex, creed,
color, religion, physical handicap or national or ethnic origin to
all the rights, privileges, programs, and activities generally accorded
or made available to member of the Institute in accordance with applicable
provisions of law which specifically prohibits discrimination; Section
504 Rehabilitation Comprehensive Services, and Developmental Disabilities
Act of 1978 (P.L. 93-112), as amended.
ARTICLE IX - AMENDMENT OF BYLAWS
Section 9.01. These Bylaws may be amended by a majority vote of the
Board of Directors together with the approval of the President, provided
prior notice is given of the proposed amendment in the notice of the
meeting at which such action is taken, or provided all members of
the Board waive such notice, or by unanimous consent in writing without
a meeting pursuant to Section 3.08.
ARTICLE X - DISSOLUTION CLAUSE
Section 10.01. Upon the dissolution of the
Exopolitics Institute, assets shall be distributed for one or more
exempt purposes within the meaning of section 501(c)(3) of the Internal
Revenue Code, or corresponding section of any future federal tax code
for a public purpose agreed to by the President after consultation
with the Board of Directors.
* Last Revision adopted by Board of Directors,
August 16, 2005