DroidBuildersBylaws

DroidBuilders, Inc.

Article 1 Principal & Purpose

1.1. Principle Office

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

1.2. 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

2.1. 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.

Article 3, Section 2. Nomination and Election

The Governance Committee shall present a slate of Officers to the Board of Directors. The nominated Officers shall be drawn from among the members of the Board of Directors. The election of Officers shall be held at the annual meeting of the Board, immediately following the election of the Board members. The newly elected Officers shall take office immediately following the close of the meeting at which they are elected and the term of office shall be one year.

Article 3, Section 3. Tenure

The term for each Officer shall be the one-year period commencing with the date of the annual meeting of the Board of Directors. No single individual may be elected for more than 4 consecutive one-year terms in any single office.

Article 3, Section 4. Immediate Past Prex [or Chair]

In the event that the term limit of the individual who is Immediate Past Prex shall have expired, the Board of Directors shall have the authority to retain this individual on the Board, in the position of Immediate Past Prex, until such a time as another individual holds said office.

Article 4 Meetings of the Board of Directors

Article 4, Section 1. Regular and Annual Meeting

The Board shall meet at least four (4) times per year, one of which shall be the annual meeting, held in January of each year. Notice shall be given to each Director at least fifteen (15) days prior to the date of every regular meeting of the Board. Stipulation of the annual Board calendar shall fulfill the requirement for notice.

Article 4, Section 2. Special Meetings

Special meetings of the Board of Directors may be called by the President or by a majority of the Board filing a written request for such a meeting with the President and stating the object, date, and hour therefore. Due notice of special meetings shall be given seven (7) days prior to such a meeting.

Article 4, Section 3. Quorum

One-half plus one (1) of the Directors then in office shall constitute a quorum for the transaction of business at any regular or special meeting of the Board of Directors, except where otherwise required by these Bylaws. Voting is by majority unless otherwise specified in these Bylaws.

Article 4, Section 4. Meeting Format

The Board shall select its own meeting format in any method allowed by the laws of the state of Georgia. Any such meeting, whether regular or special, complying with Article 4.1 or 4.2 shall constitute a meeting of the Board of Directors and shall subscribe to the policies, procedures, and rules adopted by the Board.

Article 4, Section 5. Meeting Notice

Notice of all regular and special meetings of the Board, an agenda of all items to be discussed at such meetings, and agenda support materials shall be circulated to all Directors prior to the meeting. Any Director may waive notice of any meeting. The attendance of a Director at any meeting also shall constitute a waiver of notice of such meeting, except where a Director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened.

Article 4, Section 6. Action

Any action required by the Board of Directors may be taken without a meeting, if all Directors receive notice of said proposed action in writing or by electronic transmission, and a majority of Directors consent thereto in writing or by electronic transmission. Response to the information shall constitute a waiver of notice requirements. The writing(s) or electronic transmission(s) shall be filed with the minutes of proceedings of the Board and maintained in the official files. The quorum requirement for any such action shall be as stated in Article 4.3.

Article 4, Section 7. Proxy and Alternates

Voting by Directors by proxies shall not be permitted. An absentee Board member may not designate an alternate to represent him or her at a Board meeting.

Article 5 Staff

The Board of Directors shall have the discretion to appoint an administrative staff, who shall be responsible for carrying out the work of the DroidBuilder's in accordance with the policies established from time to time by the Board of Directors.

Article 6 Committees

Article 6, Section 1. Establishment and Operation of Committees

The Board of Directors shall establish such committees and task forces as advisable to assist with governance, without compromising the Board’s authority and in keeping with the policies established by the Board.

Article 6, Section 2. Standing Committees

Standing Committees of the Board of Directors shall be: Committee on Directorship, Finance Committee, Fund Development Committee, Membership Committee, and Standards Committee. These committees shall operate in accordance with the roles and policies established by the Board. The President, in consultation with the chief staff person, shall appoint committee chairs.

Article 7 Fiscal Year

The fiscal year of the organization shall begin on January 1 and terminate on December 31.

Article 8 Rules of Order

The rules of order in the current edition of Robert’s Rules of Order shall govern the conduct of all meetings of the DroidBuilder's organization except where they may be in conflict with the Articles of Incorporation, these Bylaws, or other policies adopted by the Board of Directors.

Article 9 Indemnification

The DroidBuilder's shall indemnify its Directors, Officers, employees, and volunteers to the fullest extent permitted by the law of the state of Georgia.

Article 11 Amendments

These Bylaws may be amended at a regular meeting by a two-thirds vote of all Directors then in office, provided that notice of the proposed amendment, together with a copy thereof, shall be distributed to each Director at least fifteen (15) days prior to the meeting at which the amendment is to be considered.

Article 12 Dissolution

In the event of the dissolution of the DroidBuilder's Inc., and after the payment of all debt and return of charitable contributions as appropriate, all assets shall be distributed to an IRS 501c organization, selected by the Board of Directors, and reflective of the DroidBuilder’s mission.