By-Laws

By-Laws

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. The International Director shall be appointed by a two-thirds majority of the Board of Directors to oversee the international development of the Exopolitics Institute. Country Directors shall be appointed by a two-thirds majority of the Board of Directors to oversee the development of the Exopolitics Institute in their country of residence.

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, an International Director, 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.

Section 4:09. International Director. The International Director shall have the authority to create an international office, appoint office holders and collect membership dues on behalf of the Institute. The office of the International Director shall be funded by international membership dues in accord with a sharing formula determined in agreement with the Board of Directors. The International Director is authorized to represent the Institute at international events, and can organize international events on behalf of the Institute. The International Director shall receive remuneration subject to availability of funds, and shall be reimbursed for expenses associated with activities undertaken on behalf of the Exopolitics Institute.

Section 4:10. Country Director. Country Directors shall have the authority to create an office in their country of residence, appoint office holders and collect membership dues on behalf of the Institute. The office of each Country Direct shall be funded by membership dues collected in their country of residence in accord with a sharing formula determined in agreement with the Board of Directors. Each Country Director is authorized to represent the Institute at events in their country of residence, and can organize events in their country of residence on behalf of the Institute. Each Country Director shall be reimbursed for expenses associated with activities undertaken on behalf of the Exopolitics Institute.

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, January 26, 2007

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