DroidBuildersBylaws

DroidBuilders, Inc.

Article 1 Principal & Purpose

Article 1, Section 1. Principle Office

The principal offices for DroidBuilders Inc. are located at 118 Dials Drive, Woodstock Georgia 30188-4544 in the county of Cherokee.

Article 1, Section 2. Objectives and Purposes

Our Mission Promote, the charitable works of its members in providing resources, opportunities, and events to work with community and charity groups through the creation, display, and operation of replica droids.

Our Vision We strive to promote a sense of camaraderie amongst our members and to continue to improve the quality of Star Wars droids for all its members to that of movie grade providing high quality reference standards, and to promote goodwill worldwide through charitable works and volunteerism.

Our Values DroidBuilders values each member regardless of sex, race, religion, creed, nationality, sexual orientation, age, or physical handicap. We value the passion and attention to detail builders put into their droids and we value the charitable goals set down by Lucasfilm Ltd. by giving what we can back to the community.

Article 2 Board of Directors

Article 2, Section 1. General Powers

DroidBuilders is organized and operated exclusively to further our supporters in their charitable and educational purposes.

• DroidBuilder's sanctioned activities are expressly forbidden from supporting or opposing any candidates in political campaigns in any way.
• Earnings either in whole or part will not be used for the benefit of private shareholders or individuals. Specifically, board members, officers, key management employees, and other insiders.
• No further non-exempt purposes more than insubstantially

As a steward of the public trust, the Board of Directors (“the Board”) shall be responsible for governance, the ongoing process of due diligence to assure the health and effectiveness of the corporation. The Board shall have the power to govern the affairs and property of the corporation, in keeping with policies it establishes that define the Board’s scope of authority and limitations.

Article 2, Section 2. Number of Directors

The Board shall consist of at least 3 and no more than 8 members, as determined from time to time by the Board. All Directors shall have identical rights and responsibilities.

Article 2, Section 3. Tenure

Directors shall serve a term of three (3) years from the date of their election. A full three-year term shall be considered to have been served upon the passage of three (3) annual meetings. Directors shall take office immediately following the close of the annual meeting at which they are elected. No Director shall serve more than four (4) consecutive three-year terms. Fulfilling an incomplete term is not considered part of the term limit. Directors shall serve staggered terms to balance continuity with new perspective.

Article 2, Section 4. Board Members

Members of the Board of Directors shall adhere to all policies and procedures established by the Board.

Article 2, Section 5. Composition of the Board of Directors

Board members shall be sought who reflect the qualifications and diversity determined by the Board in its policies.

Article 2, Section 6. Nomination and Election

The Committee on Directorship shall present a slate of Board members for election by the Board at the annual meeting. The newly elected Board members shall take office immediately following the close of the meeting at which they are elected.

Article 2, Section 7. Vacancies

Any vacancy occurring in the Board of Directors and any position to be filled by reason of an increase in the number of Directors may be filled, upon recommendation of a qualified candidate by the Committee on Directorship, by the affirmative vote of the majority of the Board. A Director elected to fill the vacancy shall be elected for the unexpired term of his/her predecessor in office.

Article 2, Section 8. Resignation

A Director may resign at any time by filing a written resignation with the President of the Board.

Article 2, Section 9. Removal

The Board may remove any Officer or Director for cause by two-thirds (2/3) vote of all Directors then in office, at any regular or special meeting of the Board, provided that a statement of the reason or reasons shall have been mailed by Registered Mail to the Officer or Director proposed for removal at least thirty (30) days before any final action is taken by the Board. This statement shall be accompanied by a notice of the time when, and the place where, the Board is to take action on the removal. The Officer or Director shall be given an opportunity to be heard and the matter considered by the Board at the time and place mentioned in the notice.

Article 3 Officers of the Board of Directors

Article 3, Section 1. Positions

There shall be four (4) elected officers of the Board of Directors: Executive Officer (ExO), Prex (Presiding Officer), Auditor General, and Holocron. The roles and qualifications of these Officers shall be determined by the Board in its policies.