These bylaws can also be viewed in Google Docs format here.

ARTICLE I: NAME

The name of this Corporation is Halospace Foundation. The business of the Corporation may be conducted as Halospace.

ARTICLE II: PURPOSE

This Corporation shall be organized and operated exclusively for charitable, scientific, literary, and educational purposes. Subject to the limitations stated in the Articles of Incorporation, the purposes of this Corporation shall be to engage in any lawful activities, none of which is for profit, for which Corporations may be organized under Chapter 65 of the Oregon Revised Statutes (or its corresponding future provisions) and Section 501(c)(3) of the Internal Revenue Code of 1954 (or its corresponding future provisions).

This Corporation shall hold its primary purposes to be: the creation and implementation of educational, media, engineering, or otherwise technology-related programs and activities, coupled with mutual aid efforts, to foster transformative community growth.

ARTICLE III: MEMBERSHIP

Section 1. No Membership Classes

The Corporation shall have no membership class and no members who have any right to vote or title or interest in or to the Corporation, its properties and franchises.

Section 2. Non-Voting Affiliates

The governing body may approve classes of non-voting affiliates with rights, privileges, and obligations established by the board. Affiliates may be individuals, businesses, and other organizations that seek to support the mission of the Corporation. The board, a designated committee, or any duly elected officer in accordance with board policy, shall have authority to admit any individual or organization as an affiliate, to recognize representatives of affiliates, and to make determinations as to affiliates’ rights, privileges, and obligations.

At no time shall affiliate information be shared with or sold to other organizations or groups without the affiliate’s consent. At the discretion of the board, affiliates may be given endorsement, recognition and media coverage at fundraising activities, clinics, other events or at the Corporation website. Affiliates have no voting rights, and are not members of the Corporation.

ARTICLE IV: BOARD OF DIRECTORS

Section 1. Number of Directors

The Corporation shall have a board of directors consisting of at least 3 and no more than 12 directors. Within these limits, the board may increase or decrease the number of directors serving on the board, including for the purpose of staggering the terms of the directors.

Section 2. Powers

All corporate legal powers shall be exercised by or under the authority of the board and the affairs of the Corporation shall be managed under the direction of the board, except as otherwise provided by law.

Section 3. Terms

• All directors shall be elected to serve a one-year term, however the term may be extended until a successor has been elected.
• Director terms shall be staggered so that approximately half of the number of directors will end their terms in any given year.
  • Does not apply until the board has grown beyond its initial three directors.
• Directors may serve terms in succession.
• The term of office shall be considered to begin January 1 and end December 31 of the same year in office, unless the term is extended until such time as a successor has been elected.

Section 4. Qualifications and Election of Directors

In order to be eligible to serve as a director, the individual must be an affiliate within affiliate classifications created by the board. Directors may be elected at any board meeting by the majority vote. The election of directors to replace those who have fulfilled their term of office shall take place in January of each year.

Section 5. Vacancies

The board of directors may fill vacancies due to the expiration of a director’s term of office, resignation, death, or removal of a director or may appoint new directors to fill a previously unfilled position, subject to the maximum number of directors under these Bylaws.

• Unexpected Vacancies. Vacancies due to resignation, death, or removal shall be filled by the board members for the balance of the term of the director being replaced.

Section 6. Removal of Directors

A director may be removed by two-thirds vote of directors then in office, if:

• The director is absent and unexcused from two or more board meetings in a twelve month period. The president is empowered to excuse directors from attendance for a reason deemed adequate by the president. The president shall not have the power to excuse themselves from the board meeting attendance and in that case, the vice president shall excuse the president. Or:
• For cause or no cause, if before any meeting of the members at which a vote on removal will be made the director in question is given electronic or written notification of the board’s intention to discuss their case and is given the opportunity to be heard at a meeting.

Section 7. Board of Directors Meetings

• Regular Meetings. The board of directors shall have a minimum of four (4) regular meetings each calendar year at times and places fixed by the board. These meetings shall be held upon at least three (3) days notice by electronic mail or messaging, or forty-eight (48) hours notice delivered personally or by telephone. If sent by mail or electronic means, the notice shall be deemed to be delivered upon its deposit in the mail or transmission system. Notice of meetings shall specify the place, day, and hour of meeting. The purpose of the meeting need not be specified.
• Special Meetings. Special meetings may be called by the president, vice president, secretary, treasurer, or any two other directors. A special meeting must be preceded by at least two days’ notice to each director of the date, time, and place, but not the purpose, of the meeting.
• Waiver of Notice. Any director may waive notice of any meeting, in accordance with Oregon Law.

Section 8. Manner of Acting

• Quorum. A majority of the directors in office immediately before a meeting shall constitute a quorum for the transaction of business at that meeting. No business shall be considered by the board at any meeting at which a quorum is not present.
• Majority Vote. Except as otherwise required by law or by the Articles of Incorporation, the act of the majority of the directors present at a meeting at which a quorum is present shall be the act of the board.
• Hung Decisions. On the occasion that directors are unable to make a decision based on a tied number of votes, the president or treasurer in the order of presence shall have the power to swing the vote based on their discretion.
• Participation. Except as required otherwise by law, the Articles of Incorporation, or these Bylaws, directors may participate in a regular or special meeting through the use of any means of communication by which all directors participating may simultaneously hear each other during the meeting, including in person, internet video meeting or by telephonic conference call.

Section 9. Compensation for Board Members for Services

Directors shall receive no compensation for carrying out their duties as directors. The board may adopt policies providing reasonable reimbursement of directors for expenses incurred in conjunction with carrying out board responsibilities, such as travel expenses to attend board meetings.

Section 10. Compensation for Professional Services by Directors

Directors are not restricted from being remunerated for professional services provided to the Corporation. Such remuneration shall be reasonable and fair to the Corporation and must be reviewed and approved in accordance with the Conflict of Interest policy and state law.

ARTICLE V: COMMITTEES

Section 1. Committees

The board of directors may, by the resolution adopted by a majority of the directors then in office, designate one or more committees, each consisting of two or more directors, to serve at the pleasure of the board. Any committee, to the extent provided in the resolution, shall have the authority of the board, except that no committee, regardless of resolution, may:

• take any final action on matters which also requires board members’ approval or approval of a majority of all members;
• fill vacancies on the board of directors or in any committee which has the authority of the board;
• amend or repeal Bylaws or adopt new Bylaws;
• amend or repeal any resolution which by express terms is not so amendable or repealable;
• appoint any other committees or the members of these committees;
• expend corporate funds to support a nominee for director; or
• approve any transaction;

1. to which the Corporation is a party and one or more directors have a material financial interest; or
2. between the Corporation and one or more of its directors or between the Corporation or any person in which one or more of its directors have a material financial interest.

Section 2. Meetings and Action of Committees

Meetings and action of the committees shall be governed by and held and taken in accordance with, the provisions of Article IV of these Bylaws concerning meetings of the directors, with such changes in the context of those Bylaws as are necessary to substitute the committee and its members for the board of directors and its members, except that the time for regular meetings of committees may be determined either by resolution of the board or by resolution of the committee. Special meetings of the committee may also be called by a resolution. Notice of special meetings of committees shall also be given to any and all alternate members, who shall have the right to attend all meetings of the committee. Minutes shall be kept of each meeting of any committee and shall be filed with the corporate records. The governing body may adopt rules for the governing of the committee not inconsistent with the provision of these Bylaws.

Section 3. Informal Action By The Board of Directors

Any action required or permitted to be taken by the board of directors at a meeting may be taken without a meeting if consent in writing, setting forth the action so taken, shall be agreed by the consensus of a quorum. For purposes of this section an email transmission from an email address on record constitutes a valid writing. The intent of this provision is to allow the board to use email to approve actions, as long as a quorum gives consent.

ARTICLE VI: OFFICERS

Section 1. Board Officers

The officers of the Corporation shall be a president, vice-president, secretary, and treasurer, all of whom shall be chosen by, and serve at the pleasure of, the board of directors. Each officer shall have the authority and shall perform the duties set forth in these Bylaws or by resolution of the board or by direction of an officer authorized by the board to prescribe the duties and authority of other officers.

The board may also appoint additional vice-presidents and such other officers as it deems expedient for the proper conduct of the business of the Corporation, each of whom shall have such authority and shall perform such duties as the board of directors may determine.

One person may hold two or more offices, but no officer may act in more than one capacity where action of two or more officers is required.

Section 2. Term of Office

Each officer shall serve a one-year term of office and may not serve more than three (3) consecutive terms of office. Unless unanimously elected by the board at the end of their three (3) year terms or to fill a vacancy in an officer position, each officer’s term of office shall begin upon the adjournment of the board meeting at which elected and shall end upon the adjournment of the meeting during which a successor is elected.

Section 3. Removal and Resignation

The board of directors may remove an officer at any time, with or without cause. Any officer may resign at any time by giving written notice to the Corporation without prejudice to the rights, if any, of the Corporation under any contract to which the officer is a party.

Any resignation shall take effect at the date of the receipt of the notice or at any later time specified in the notice, unless otherwise specified in the notice. The acceptance of the resignation shall not be necessary to make it effective.

Section 4. President

The president shall be the chief volunteer officer of the Corporation. The president shall lead the board of directors in performing its duties and responsibilities, including, if present, presiding at all meetings of directors, and shall perform all other duties incident to the office or properly required by the board.

Section 5. Vice President

In the absence or disability of the president, the ranking vice-president or vice-president designated by the board shall perform the duties of the president. When so acting, the vice-president shall have all the legal powers of and be subject to all the restrictions upon the president. The vice-president shall have such other powers and perform such other duties prescribed for them by the board or the president.

The vice-president shall normally accede to the office of president upon the completion of the president’s term of office.

Section 6. 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.

The secretary shall cause notice to be given of all meetings of directors and committees as required by the Bylaws. The secretary shall have such other powers and perform such other duties as may be prescribed by the board or the president. The secretary may appoint, with approval of the board, a director to assist in performance of all or part of the duties of the secretary.

Section 7. Treasurer

The treasurer shall be the lead director for oversight of the financial condition and affairs of the Corporation.

The treasurer shall oversee and keep the governing body 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 on a timely basis or as may be required by the board.

The treasurer shall perform all duties properly required by the board or the president. The treasurer may appoint, with approval of the board, a qualified fiscal agent or member of the staff to assist in performance of all or part of the duties of the treasurer.

Section 8. Non-Director Officers

The board of directors may designate additional officer positions of the Corporation and may appoint and assign duties to other non-director officers of the Corporation.

ARTICLE VII: CONTRACTS, CHECKS, LOANS, INDEMNIFICATION {#article-vii:-contracts,-checks,-loans,-indemnification}

Section 1. Contracts and other Writings

Except as otherwise provided by resolution or policy of the board, all contracts, deeds, leases, mortgages, grants, and other agreements of the Corporation shall be executed on its behalf by the treasurer or other persons to whom the Corporation has delegated authority to execute such documents in accordance with policies approved by the board.

Section 2. Checks, Drafts {#section-2.-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 by such officer or officers, agent or agents, of the Corporation and in such manner as shall from time to time be determined by a resolution.

Section 3. 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 governing body or a designated committee may select.

Section 4. 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. Indemnification

• 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 they were a party because they are or were a director of the Corporation against reasonable expenses incurred by them in connection with the proceedings.
• Permissible Indemnification. The Corporation shall indemnify a director or former director made a party to a proceeding because they are or were a director of the Corporation, against liability incurred in the proceeding, if the determination to indemnify him or her has been made in the manner prescribed by the law and payment has been authorized in the manner prescribed by law.
• Advance for Expenses. Expenses incurred in defending a civil or criminal action, suit or proceeding may be paid by the Corporation in advance of the final disposition of such action, suit or proceeding, as authorized by the board in the specific case, upon receipt of;

1. a written affirmation from the director, officer, employee or agent of his or her good faith belief that they are entitled to indemnification as authorized in this article, and
2. an undertaking by or on behalf of the director, officer, employee or agent to repay such amount, unless it shall ultimately be determined that they are entitled to be indemnified by the Corporation in these Bylaws.

• 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 Oregon 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.

ARTICLE VIII: MISCELLANEOUS

Section 1. Books and Records

The Corporation shall keep correct and complete books and records of account and shall keep minutes of the proceedings of all meetings of its board, a record of all actions taken by the board of directors without a meeting, and a record of all actions taken by committees of the organization. In addition, the Corporation shall keep a copy of the Corporation’s Articles of Incorporation and Bylaws as amended to date.

Section 2. Fiscal Year

The fiscal year of the Corporation shall be from January 1 to December 31 of each year. The reporting period corresponding to the Oregon DOJ CT-12 annual filing shall be from November 1 of the filing period year to October 31 of the following year.

Section 3. Conflict of Interest

The board shall adopt and periodically review a conflict of interest policy to protect the Corporation’s interest when it is contemplating any transaction or arrangement which may benefit any director, officer, employee, affiliate, or member of a committee with board-delegated powers.

ARTICLE IX: NON-DISCRIMINATION

The officers, committee members, employees, and persons served by this corporation shall be selected entirely on a nondiscriminatory basis with respect to age, sex, race, religion, national origin, and sexual orientation.

It is the policy of Halospace Foundation not to discriminate on the basis of race, creed, ancestry, marital status, gender, sexual orientation, age, physical disability, veteran’s status, political service or affiliation, color, religion, or national origin.

ARTICLE X: COUNTER-TERRORISM AND DUE DILIGENCE POLICY

In furtherance of its tax exemption by contributions to other organizations, domestic or foreign, Halospace Foundation shall stipulate how the funds will be used and shall require the recipient to provide the corporation with detailed records and financial proof of how the funds were utilized.

Although adherence and compliance with the US Department of the Treasury’s publication “Voluntary Best Practice for US. Based Charities” is not mandatory, Halospace Foundation willfully and voluntarily recognizes and puts to practice these guidelines and suggestions to reduce, develop, re-evaluate and strengthen a risk-based approach to guard against the threat of diversion of charitable funds or exploitation of charitable activity by terrorist organizations and their support networks.

Halospace Foundation shall also comply and put into practice the federal guidelines, suggestion, laws and limitation set forth by pre-existing U.S. legal requirements related to combating terrorist financing, which include, but are not limited to, various sanctions programs administered by the Office of Foreign Assets Control (OFAC) in regard to its foreign activities.

ARTICLE XI: AMENDMENT OF BYLAWS

Section 1. Amendments to the Articles of Incorporation

Any amendment to the Articles of Incorporation may be adopted by approval of two-thirds (⅔) of the board.

Section 2. Amendments to the Bylaws

These Bylaws may be amended, altered, repealed, or restated by a vote of the majority of directors then in office at a meeting of the Board, provided, however,

• that no amendment shall be made to these Bylaws which would cause the corporation to cease to qualify as a tax exempt corporation under Section 501(c)(3) of the Internal Revenue Code of 1986, or the corresponding section of any future Federal tax codel and,
• that an amendment does not affect the voting rights of directors. An amendment that does affect the voting rights of directors further requires ratification by a two-thirds vote of a quorum.
• that all amendments be consistent with the Articles of Incorporation.

CERTIFICATION OF ADOPTION OF BYLAWS

I do hereby certify that the above stated Bylaws of Halospace Foundation were approved by the Halospace Foundation board of directors on January 1st, 2024 and constitute a complete copy of the Bylaws of this corporation.

Phillip Sitbon

Phillip Sitbon, President

Date: January 1st, 2024