Bylaws

This document was updated January 23rd 2016.


FLASHPOINT ARTISTS INITIATIVE, INC. BYLAWS

ARTICLE I

NAME AND OFFICES

Section 1.1 Name.  The name of this nonprofit corporation shall be Flashpoint Artists Initiative, Inc. (the "Corporation").

Section 1.2 Principal Office.  The principal office of the Corporation shall be located in the State of Georgia, at a specific location to be decided by the Board of Directors.

Section 1.3 Registered Office and Agent.  The Corporation shall have and continuously maintain a registered office and a registered agent in the State of Georgia, such individual and specific location to be determined by the Board of Directors.  The Corporation may also have offices at such other locations, within and outside of the State of Georgia, as the Board of Directors may from time to time determine.

Section 1.4 No Membership Class. The Corporation shall have no members who have any right to vote or title or interest in or to the Corporation, its properties and franchises.

ARTICLE II

PURPOSE

The Corporation is a Georgia nonprofit Corporation and shall be operated exclusively for educational and charitable purposes.  The purpose of the Corporation is to provide education to the greater community regarding the sociological ideas and theories of radical inclusion, gifting economies, decommodification, radical self-reliance, radical and lawful self-expression, community building and effort, civil responsibility, leaving no trace, participation, and immediacy, by providing the structures and environments necessary to foster and engage in such education, and strives to do so for all ages whenever possible and lawful. The Corporation may seek to obtain federal nonprofit, 501(c)(3) tax-exempt status and amend these Bylaws accordingly, to be determined by the Board of Directors.

ARTICLE III

BOARD OF DIRECTORS

Section 3.1 General Powers.   The property, affairs, and business of the Corporation shall be managed under the direction of the Corporation's Board of Directors.

Section 3.2 Number and Term of Office.  The number of Directors on the Board of Directors shall be the number, not less than one (1) nor more than seven (7), fixed from time to time by resolution of a majority of the entire Board of Directors, or as otherwise provided for in these Bylaws. Directors, for seats one (1) through five (5) shall be appointed pursuant to Section 3.3a of these Bylaws, and shall serve for a term of two (2) years and until their successors have been elected or they have resigned or been removed as set forth herein, such terms normally commencing on the next January 15 following their appointment as specified herein, or on such other date as may be determined by Resolution of the Board of Directors or as otherwise mandated by these Bylaws. All Directors may serve terms in succession. The initial directors may also serve a shorter term at the discretion of the Incorporator.

Directors for seats six (6) and seven (7), appointed by Section 3.3b of these Bylaws, shall serve for a term as established by Resolution of the Board of Directors at the time of appointment that does not exceed 12 months or until they have resigned or been removed as set forth herein. Such terms shall begin and end at the dates as determined by Resolution of the Board of Directors at the time of appointment, or if no time is specified at the time of appointment, such terms shall last for 12 months.

Section 3.2.1 Term Limits for Directors.  Any Director who was or is elected and appointed to the Board by way of the Referendum described in Section 3.3 (“Referendum”) of these Bylaws shall not be eligible to serve more than four (4) total years on the Board of Directors, unless after serving for four (4) years on the Board of Directors, said individual has not served on the Board as a Director of any kind for at least two (2) years.  For any individual or entity to be eligible to run for election to the Board of Directors by way of the Referendum, or to be appointed as a result of the Referendum, said individual or entity must be eligible to fulfill the entire term to which such individual seeks election and appointment by way of the Referendum without exceeding the four (4) year term limit.   Nothing herein shall be construed so as to prohibit any individual (regardless of how long they have served on the Board of Directors) from being appointed to any position within the Corporation (including as a Director) by a way other than election and appointment by way of the Referendum, so long as such appointment is otherwise consistent with and authorized by these Bylaws, the Corporation’s Articles of Incorporation, or Georgia law.

Section 3.3 Appointment of Directors.  Initially, the Board of Directors shall consist of a total of seven (7) seats, which shall be appointed by the Incorporator of the Corporation, though the Incorporator need not fill all seats.  At least one of the directors appointed by the Incorporator shall continue to serve as a member of the Board of Directors until January 15, 2015, while the remaining directors shall serve through January 15, 2014.  All original directors shall be eligible for future appointment or re-appointment to the Board of Directors.  After the initial Directors, future members of the Board of Directors shall be appointed at the conclusion of each expiring term of a member of the Board of Directors, pursuant to the following guidelines, or as may otherwise be determined by resolution of the Board of Directors:

  1. For seats one (1) through five (5); the Board of directors shall, at least thirty (30) days prior to the expiration of the term of a particular seat, hold a Referendum in which individuals who have attended any event or function now managed or owned by the Corporation (regardless of management or ownership at the time of the event or function) within the previous twenty-four (24) calendar months shall be eligible to cast a vote expressing their opinion as to who shall be appointed by the Board of Directors to fill the upcoming vacancies.
    1. Each individual in the Referendum shall be eligible to cast one vote for each seat which has a term that is about to expire, although cumulative voting shall not be permitted.
    2. Once the results of the Referendum are determined, the Directors shall appoint the individuals who received the most votes to fill the upcoming expected vacant seats on the Board of Directors, unless the Board of Directors has, at least thirty (30) das prior to the commencement of the Referendum, voted to dissolve the Corporation in compliance with O.C.G.A. § 14-3-1402, in which case the terms of the then-current Board of Directors whose terms would otherwise expire shall be extended by sixty (60) days for the sole purpose of completing the dissolution and winding up the affairs of the Corporation.  Should the Board fail to complete the dissolution within that time, it must appoint the individuals selected by the referendum to the otherwise expired seats on the sixty-first (61st) day after which the term for that seat would have expired but-for the vote to dissolve the Corporation. 
    3. The Referendum shall be conducted in a manner and as determined appropriate by the Board of Directors.  Any questions as to eligibility to vote in the referendum shall be determined solely by the Directors.
  2. For seats six (6) and seven (7), the Board of Directors may, but is not required to, appoint individuals at its discretion to fill these seats, and the term of such appointment to be as specified in Section 3.2, above.  The individuals occupying these seats shall be full members of the Board of Directors and shall count towards quorum at all meetings of the Board of Directors, except that they shall not have voting rights except in the following circumstances:
    1. In the event that there are not at least two (2) members of the Board of Directors who can vote due to conflicts of interest or vacant seats, individuals in these seats may cast votes on the matter(s) as to which other directors are disqualified; and
    2. As may otherwise be determined by Resolution of the Board of Directors.

Section 3.4 Vacancies.  The Directors may, by majority vote of the remaining Directors, fill the place of any Director which may become vacant prior to the expiration of the Director's term, such appointment to continue until the expiration of the original Director's term.  In the event a Directorship is created by reason of an increase in the number of Directors, the Directors may fill this position by majority vote of the Directors, such appointment to continue for a term of office as provided herein.

Section 3.5 Removal and Resignation.  Any Director may be removed from office with or without cause by the affirmative vote of a majority of the Directors entitled to vote at any special meeting of Directors called expressly for that purpose, provided that the Board shall make, at the request of the Director for whom removal is sought, a good faith effort to provide at least two (2) calendar weeks of notice to the general public through whatever reasonable communications or advertising methods are currently in use by the Corporation for the announcement of and news related to any events or functions held by the Corporation. Any Director may resign at any time by giving written notice to the Board of Directors.  Such resignation shall take effect at the time specified therein.  Unless otherwise specified in the written notice of resignation, acceptance of such resignation by the Board shall not be necessary to make it effective.

Section 3.5.1 Removal for Failure to Attend Meetings.  Any Board Member who fails to attend, either in person or by way of teleconferencing, two (2) Board meetings within a twelve (12) month period shall be subject to removal from the Board of Directors without further notice by the remaining Directors, at their discretion.

Section 3.6 Meetings.  An annual meeting of the Board of Directors shall be held in each year. Regular meetings of the Board shall be held at such times as may be fixed by the Board.  Special meetings of the Board may be held at any time upon the call of the President or of any Director.

Section 3.6.1 Place of Meeting.  Meetings of the Board of Directors shall be held at such places (1) as may be fixed by the Board by resolution or the written consent of all Directors for annual and regular meetings and (2) specified in the notice of meeting for special meetings.  If no place is so fixed, meetings of the Board shall be held at the Corporation's principal office.  Any one or more Directors may participate in meetings by telephone conference or other similar electronic means which allow each meeting participant to hear the other.

Section 3.6.2 Notices.  No notice need be given of annual or regular meetings of the Board of Directors, except that notice of every Board resolution fixing or changing the time or place for the holding of such meetings shall be given to each Director at least three (3) days prior to the meeting held pursuant to such resolution.  Notice of each special meeting of the Board shall be given to each Director at least three (3) days prior to the special meeting, and such notice shall specify the time, place, and purpose of the special meeting.  When notice is required, notice is deemed to have been properly given if given by telephone, mail, fax, or email, or if given in person or by such other reasonable means within the time frame provided herein.

Section 3.6.2.2 Waiver of Notice.  Notice of a change in the time or place for the holding of an annual or regular meeting or of a special meeting need not be given to any Director who waives notice, whether before or after the meeting, or to any Director who attends the meeting without protesting the lack of notice to any Director, whether prior thereto or at its commencement.  Such waiver may be written or oral.

Section 3.6.3 Frequency of Board Meetings.  The Board of Directors shall meet once per each calendar month of the year, unless otherwise decided by the Board of Directors by resolution.  The specific dates, times and places of such meetings shall be determined at the first meeting of each calendar year of the Board of Directors, and may be revised at later dates, so long as such revision complies with the terms of these By-laws.  Such meeting schedule shall be presented to the general public through whatever reasonable communications or advertising methods are currently in use by the Corporation for the announcement of and news related to any events or functions held by the Corporation. Nothing contained in this Section shall be construed to convey any right, title, or interest as to anything in any individual by way of this provision, and the failure of the Board of Directors to comply with this requirement shall not in any way invalidate or call into question any actions of the Corporation or of the Board of Directors taken at such meetings or otherwise, regardless of whether such notice is given.  In the event of a conflict between this Section and Section 3.6.2 hereof, Section 3.6.2 controls. 

Section 3.6.4 Business of Meetings.  The Board may transact any business that comes before it at any annual or regular meeting.  Unless otherwise indicated in the notice thereof, any and all business may be transacted at any special meeting.  Notwithstanding any provision to the contrary, no business shall be decided by the Board at any meeting at which a quorum is not present.

Section 3.6.5 Quorum and Manner of Action.  A majority plus one (1) of the Directors in office at the time of any meeting shall constitute a quorum for the transaction of business.  All resolutions adopted and all business transacted by the Board of Directors shall require the affirmative vote of a majority of the Directors present at any meeting for which a quorum is present.  The act of a majority of Directors present at any meeting at which there is a quorum present shall be the act of the Board of Directors, except as otherwise expressly required by law, the Articles of Incorporation, or these Bylaws.  In the event the Board of Directors are unable to make a decision based upon a tried number of votes, the President shall have the power to swing the vote based on his or her decision.  In the event of a dispute, Robert’s Rules of Order shall be followed.

Section 3.6.5.1 Minutes.  The Board shall keep, approve, and maintain minutes of its meetings by implementation of procedures determined by the Directors for that purpose.  The Board shall make such minutes, once approved, reasonably available for public review at appropriate times and places unless to do so would, in the opinion of the Directors, constitute a risk of liability or harm to the Corporation, the Directors, the Officers, or other agents of the Corporation.  The Board may redact any information from the publicly viewable version of the minutes it deems necessary for a proper purpose as determined by the Board.

Section 3.6.6 Attendance at Meeting by People not Directors of the Corporation.

Members of the public may attend regular and special meetings of the Board of Directors, and permitted time to speak in an orderly manner solely as determined by the Board of Directors.  To the extent possible, meetings will be announced in a reasonably available manner a reasonable amount of time prior to the meeting for the purpose of such attendance.  However, nothing herein shall be deemed to waive the right of the Board of Directors, at any time, to meet in Executive Sessions closed to the public. 

Section 3.7 Action in Lieu of Meeting.  The Board of Directors may take action without a meeting if written consent to such action is signed by each Director then in office, or otherwise expressed affirmatively in writing, including by electronic mail or electronic poll, provided that enough Directors entitled to cast a vote in such poll do vote in such poll so as to equal, at minimum a Quorum as defined by the Bylaws. 

Section 3.8 Compensation of Directors.  The Board of Directors may fix the compensation of the Corporation's Directors, however, all salary increases shall not begin until such time as a new Board of Directors is appointed in accordance with these Bylaws.  Nothing herein shall be construed to preclude any Director from serving the Corporation in any other capacity and receiving compensation for such other service.  Nothing herein shall be construed to require or guarantee any compensation for Directors, except as may otherwise expressly and affirmatively be provided for herein.

Section 3.9 Committees Which May Act With Powers of Board.  The Board of Directors may, by resolution adopted by a majority of the entire Board, designate from among its members one or more committees, each with at least one Director as a member, which, to the extent provided in the resolution, shall have and may exercise the powers of the Board of Directors.  Such committee or committees shall have such names as may be determined from time to time by resolution adopted by the Board of Directors.  Meetings and action of the committees shall be governed by, and held and taken in accordance with, the provisions of Article III of these Bylaws concerning meetings of the Directors, with such changes in context as are necessary.

Section 3.10 Advisory Committees.  The Board of Directors may, from time to time and its discretion, create such advisory committees as it deems proper, in whatever manner it deems appropriate so long as consistent with these Bylaws, the Articles of Incorporation, and Georgia law, but such committees shall have only such powers and authority as expressly granted by the Board of Directors, and such Committee may only exercise the powers of the Board of Directors if the requirements and procedures of Section 3.9 of these Bylaws are complied with.

Section 3.11 Liability of Directors. The Directors shall not generally be personally liable for the debts of the Corporation, unless otherwise provided by Resolution of the Board of Directors.

Section 3.12 Budget. The Directors shall approve an operating Budget for the Corporation, and for activities and events hosted or managed by the Corporation.  The Board shall make such Budgets reasonably available for public review at appropriate times and places unless to do so would, in the opinion of the Directors, constitute a risk of liability or harm to the Corporation, the Directors, the Officers, or other agents of the Corporation.

ARTICLE IV

OFFICERS

Section 4.1 Election and Term of Office.  The officers of the Corporation shall be elected by the Board of Directors and shall consist of at least a President, Vice President, Secretary, and Treasurer, and may include such other positions as created from time to time by the Board.    The officers shall each serve a term as established by vote of the Board of Directors at the time of appointment that does not exceed 12 months and until their successors have been elected or they have resigned or been removed from office as set forth herein.  Each officer's term of office shall begin upon adjournment of the Board meeting at which elected, and shall end upon adjournment of the Board meeting during which a successor is elected.  Directors may serve terms in succession.

Section 4.2 Vacancies.  The Board of Directors may fill the place of any officer which may become vacant prior to the expiration of the officer's term, such appointment to continue until the expiration of the original officer's term.  In the event a new officer position is created by resolution of the Board, the Directors may fill this position by majority vote, such appointment to continue for a term of office as provided herein.

Section 4.3 Removal and Resignation.  Any officer may be removed from office with or without cause by the affirmative vote of a majority of the Directors entitled to vote at any special meeting of Directors called expressly for that purpose.  Any officer may resign at any time by giving written notice to the Board of Directors.  Such resignation shall take effect at the time specified therein.  Unless otherwise specified in the written notice of resignation, acceptance of such resignation by the Board shall not be necessary to make it effective.

Section 4.4 Compensation.  The salaries of all officers and agents of the Corporation shall be fixed by the Board of Directors.

Section 4.5 President The President shall be the chief executive officer of the Corporation, shall have general and active management of the business of the Corporation, and shall see that all orders and resolutions of the Board of Directors are carried into effect.  The President may sign and execute all authorized bonds, contracts, or other obligations in the name of the Corporation. The President shall also preside at all meetings of the Board of Directors and shall perform all other duties incident to the office or properly required by the Board of Directors.

Section 4.6 Vice President.  The Vice President, during the absence, disability, or refusal to act of the President, shall perform the duties and exercise the powers of the President, and shall perform such other duties as the Board of Directors shall prescribe.  When acting in place of the President, the Vice President shall have all the powers of, and be subject to all the restrictions upon, the President.

Section 4.7 Secretary.  The Secretary shall keep or cause to be kept a book of minutes of all meetings and actions of Directors and committees of Directors.  The minutes of each meeting shall state the time and place that it was held and such other information as shall be necessary to determine the actions taken and whether the meeting was held in accordance with the law and these Bylaws.  When notice is required by these Bylaws, the Secretary shall cause notice to be given of all meetings of Directors and committees.  The Secretary shall have such other powers and perform such other duties as may be prescribed by the Board of Directors or the President.

Section 4.7.1 Assistant Secretary.  The Board of Directors may appoint one or more Assistant Secretaries.  Each Assistant Secretary shall (except as otherwise provided by resolution of the Board of Directors) have power to perform all duties of the Secretary in the absence or disability of the Secretary, and shall have such other powers and shall perform such other duties as may be assigned to him or her by the Board of Directors or the President.

Section 4.8 Treasurer.  The Treasurer shall be responsible for and oversee all financial administration of the Corporation.  The Treasurer shall oversee and keep the board informed of the financial condition of the Corporation and of audit or financial review results.  In conjunction with other Directors or officers, the Treasurer shall oversee budget preparation and shall ensure that appropriate financial reports, including an account of major transactions and the financial condition of the Corporation, are made available to the Board of Directors on a timely basis or as may be required by the board of Directors.  The Treasurer shall ensure that employees and agents of the Corporation properly receive and give receipts for moneys due and payable to the Corporation, and shall deposit all such moneys in the name of the Corporation in appropriate banks, and shall in general perform all the duties incident to the office of Treasurer and such other duties as from time to time may be assigned by the Board of Directors.

Section 4.8.1 Assistant Treasurer.  The Board of Directors may appoint one or more Assistant Treasurers.  Each Assistant Treasurer shall (except as otherwise provided by resolution of the Board of Directors) have power to perform all duties of the Treasurer in the absence or disability of the Treasurer, and shall have such other powers and shall perform such other duties as may be assigned to him or her by the Board of Directors or the President.

Section 4.9 Bond Requirement.  If requested by the Board of Directors, any person entrusted with the handling of funds or valuable property of the Corporation shall furnish, at the expense of the Corporation, a fidelity bond approved by the Board of Directors, for the faithful performance of the such Treasurer or other agent's duties of office, and for the restoration to the Corporation of all books, papers, vouchers, moneys, and other property of the Corporation in the Treasurer or agent's possession or control in case of his or her death, resignation, or removal from office.

ARTICLE V

CHECKS, DEPOSITS, LOANS, AND RECORDS

Section 5.0 Checks, Drafts.  All checks, drafts, or other orders for payment of money, notes, or other evidence of indebtedness issued in the name of the Corporation, shall be signed on its behalf by such officer(s) or agent(s) of the Corporation and in such manner as shall from time to time be determined or authorized by resolution of the Board.

 

Section 5.1 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 depository as the Board or a designated committee or officer of the board may select.

 

Section 5.2 Loans.  No loans shall be contracted on behalf of the Corporation and no evidence of indebtedness shall be issued in its name unless authorized by resolution of the Board. Such authority may be general or confined to specific instances.

Section 5.3 Books and Records.  The Corporation shall keep: (i) correct and complete books and records of account; (ii) minutes of the meetings of the Board of Directors and any committees of Directors; and (iii) a current list of the Directors and officers and their residential addresses.

Section 5.3.1 Inspection.  The Board of Directors may determine whether and to what extent and at what times and places and under what conditions and regulations any accounts, books, records, or other documents of the Corporation shall be open to inspection, and no creditor, security holder, or other person shall have any right to inspect any accounts, books, records, or other documents of the Corporation except as conferred by statute or as so authorized by the Board.

ARTICLE VI

INDEMNIFICATION

Section 6.1 Authority to Indemnify. Except as otherwise provided in this section, the Corporation may indemnify an individual who is a party to a proceeding because he or she is a Director or former Director against liability to pay a judgment, settlement, penalty, fine, or reasonable expenses, including attorneys' fees, incurred with respect to the proceeding if:

 

(1) Such individual conducted himself or herself in good faith; and

(2) Such individual reasonably believed:

 

(A) In the case of conduct in his or her official capacity as Director of the Corporation, that such conduct was in the best interests of the Corporation;

(B) In all other cases, that such conduct was at least not opposed to the best interests of the corporation; and

(C) In the case of any criminal proceeding, that the individual had no reasonable cause to believe such conduct was unlawful.

Section 6.1.1 Corporate Proceedings and Liability for Personal Benefit.  The Corporation may not indemnify a Director under this section in connection with a proceeding by or in the right of the corporation, except for reasonable expenses, including attorneys' fees, incurred (i) in connection with the proceeding if it is determined that the Director has meet the relevant standard of conduct under this Section, or (ii) in connection with any other proceeding with respect to conduct for which the Director was adjudged liable on the basis that a personal benefit was improperly received by him or her, whether or not involving action in his or her official capacity as a Director of the corporation.

Section 6.1.2 Procedure for Determination.  The Corporation may not indemnify a Director under this Section unless a determination has been made for a specific proceeding that indemnification of the Director is permissible in the circumstances because the Director has met the relevant standard of conduct set forth in this Section. The determination shall be made by the Board of Directors by a majority vote of all disinterested Directors (a majority of whom shall for such purpose constitute a quorum) or by a majority of the members of a committee of two or more disinterested Directors appointed by such a vote.  If there are fewer than two disinterested Directors, the determination may be made by special legal counsel appointed for this purpose by resolution of the Board.  The termination of a proceeding by judgment, order, settlement, or conviction, or upon a plea of nolo contendere or its equivalent, is not, of itself, determinative that the Director did not meet the standard of conduct described in this Section. 

Section 6.2 Mandatory Indemnification.  The Corporation shall indemnify a Director or former Director who was wholly successful, on the merits or otherwise, in the defense of any proceeding to which he or she was a party because he or she is or was a Director of the Corporation, against reasonable expenses incurred by him or her in connection with the proceedings.

Section 6.3 Advance for Expenses.  Reasonable expenses incurred in defending a civil or criminal action, suit, or proceeding, including attorneys' fees, may be paid by the Corporation in advance of the final disposition of such action, suit, or proceeding, as authorized by the Board of Directors in the specific case, upon receipt of (i) a written affirmation from the Director, officer, employee, or agent of his or her good faith belief that he or she is entitled to indemnification as authorized in this article, and (ii) an undertaking by or on behalf of the Director, officer, employee, or agent to repay such amount in the event it is ultimately determined that the Direct, officer, employee, or agent in question is not entitled to indemnification under these Bylaws. This understanding must be an unlimited general obligation of the Director but need not be secured and may be accepted by the corporation without reference to the financial ability of the Director to make repayment.

Section 6.3.1 Authorization for Advances.  Authorizations under this section shall be made by the Board of Directors: (i) where there are two or more disinterested Directors, by a majority vote of all of the disinterested Directors (a majority of whom shall for such purpose constitute a quorum) or by a majority of the members of a committee of two or more disinterested Directors appointed by such a vote; or (ii) when there are fewer than two disinterested Directors, then by the affirmative vote of a majority of Directors present, in the presence of a quorum.

Section 6.4 Indemnification of Officers, Agents, and Employees.  An officer of the Corporation who is not a Director is entitled to mandatory indemnification under this article to the same extent as a Director.  The Corporation may also indemnify and advance expenses to an employee or agent of the Corporation who is not a Director, consistent with Georgia Law and public policy, provided that such indemnification, and the scope of such indemnification, is set forth by the general or specific action of the Board or by contract, except for liability arising out of conduct that constitutes: (i) appropriation, in violation of his or her duties as an officer, of any business opportunity of the corporation, (ii) acts or omissions which involve intentional misconduct or a knowing violation of law, (iii) the types of liability for improper corporate distributions (as specified in O.C.G.A. Section 14-3-831), or (iv) the receipt of an improper personal benefit.

Section 6.5 Insurance. The corporation may purchase and maintain insurance on behalf of each individual who is a Director, officer, employee, or agent of the corporation, or who, while a Director, officer, employee, or agent of the corporation, serves at the corporation's request as a Director, officer, partner, trustee, employee, or agent of another domestic or foreign corporation or other business entity against liability asserted against or incurred by him or her in that capacity, whether or not the corporation would have power to indemnify or advance expenses to him or her against the same liability under this Article.

Section 6.6 Prior Obligation to Indemnify or Advance Expenses. Pursuant to the provisions of O.C.G.A. Section 14-3-858, the Corporation is authorized to obligate itself in advance of the act or omission giving rise to a proceeding to provide indemnification or advance funds to pay for or reimburse expenses of a Director, officer, employee, or agent to the fullest extent permitted by the laws of Georgia. The Corporation also has the power to pay or reimburse a Director or officer in connection with his or her appearance as a witness in a proceeding at a time when he or she is not a party.

Section 6.7 Corporate Participation.  As a condition to right of indemnification as outlined in this Article, the Corporation may require that it be permitted to participate in the defense of any such proceeding through legal counsel designated by the Corporation and at the expense of the Corporation.

Section 6.8 Definitions.  As used in this Article, unless the context clearly requires a different meaning, the term:

  1. "Disinterested Director" means a Director who at the time of a vote or other action by the board of Directors of the corporation is not a party to the proceeding; or is an individual who is a party to a proceeding having a familial, financial, professional, or employment relationship with the Director whose indemnification or advance for expenses is the subject of the decision being made with respect to the proceeding, which relationship would, in the circumstances, reasonably be expected to exert an influence on the Director's judgment when voting on the decision being made.
  2. "Liability" means the obligation to pay a judgment, settlement, penalty, fine (including an excise tax assessed with respect to an employee benefit plan), or reasonable expenses incurred with respect to a proceeding.
  3. "Proceeding" means any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative, arbitrative, or investigative, and whether formal or informal.

ARTICLE VII

MISCELLANEOUS PROVISIONS

Section 7.1 Fiscal Year.  The fiscal year of the Corporation shall be from January 1st to December 31st of each year.

Section 7.2 Notice.  When notice is required by these Bylaws, notice is deemed to have been properly given if given by telephone, mail, fax, or email, or if given in person or by such other reasonable means within the time frame provided herein.

ARTICLE VIII

AMENDMENTS

Section 8.1 Amendment of Bylaws.  These Bylaws may be amended, altered, repealed, or restated by a vote of the majority of all Directors on the Board of Directors then in office entitled to vote at meetings, at a regular or special meeting of the Board, provided that:

 

  1. no amendment shall be made which would cause the Corporation to cease to qualify as a non-profit Corporation under the laws of the State of Georgia;
  2. the amendment does not affect the voting rights of Directors, unless the amendment is ratified by two-thirds of the vote of a quorum of Directors; and
  3. the amendment is consistent with the Articles of Incorporation.

Section 8.1.1 Notice of Amendment to Those Who Are Not Directors.  The Board of Directors shall, if reasonably feasible, provide reasonable notice and a reasonable opportunity to be heard to those eligible to vote in the both the immediately previous and upcoming Referendum at least ten (10) days prior to amending, altering, repealing, or restating these Bylaws. Nothing contained in this Section shall be construed to convey any right, title, or interest as to anything in any individual by way of this provision, and the failure of the Board of Directors to comply with this requirement shall not in any way invalidate or call into question any actions of the Corporation or of the Board of Directors, regardless of whether such notice and opportunity to be heard is given.  In the event of a conflict between this Section and Section 8.1 hereof, Section 8.1 controls. 

Section 8.2 Amendment of Articles of Incorporation.  Any amendment to the Articles of Incorporation may be adopted by approval of two-thirds (2/3) of all Directors on the Board of Directors then in office, at a regular or special meeting of the Board.

CERTIFICATE OF ADOPTION OF BYLAWS

I do hereby certify that the above-stated Bylaws of Flashpoint Artists Initiative, Inc. were approved by the Flashpoint Artists Initiative, Inc. Board of Directors on the ______ day of ________________, 2013 and constitute a complete copy of the Corporation's Bylaws.

Secretary ________________________

Date ________________________

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