Utilika Foundation

Bylaws of

Utilika Foundation

Amended as of 2005/04/24

Article 1: Offices

The principal office of the corporation shall be located at its principal place of business or such other place as the Board of Directors ("Board") may designate. The corporation may have such other offices, either within or without the State of Washington, as the Board may designate or as the business of the corporation may require from time to time.

Article 2: Membership

The Corporation shall have no members.

Article 3: Board of Directors

3.1 General Powers

The affairs of the corporation shall be managed by a Board of Directors.

3.2 Number

The Board shall consist of not less than one (1) nor more than five (5) Directors, the specific number to be set by resolution of the Board. The number of Directors may be changed from time to time by amendment to these Bylaws, provided that no decrease in the number shall have the effect of shortening the term of any incumbent Director.

3.3 Qualifications

Directors shall have such qualifications as the Board may prescribe by resolution or amendment to these Bylaws.

3.4 Election of Directors

3.4.1 Initial Directors

The initial Directors named in the Articles of Incorporation shall serve until the first annual meeting of the Board.

3.4.2 Successor Directors

Successor Directors shall be elected at the annual meetings of the Board.

3.5 Term of Office

Unless a Director dies, resigns, or is removed, he or she shall hold office for such term as may have been specified by the Board in its action electing said Director or defining the position to which said Director has been elected. If, however, no term has been thus defined, said Director's term shall begin at the moment of election and end on 30 April of the following calendar year. If several Directors are elected in a single resolution or consecutive resolutions at a single meeting, each Director so elected shall be considered elected at the conclusion of said simultaneous or consecutive elections.

3.6 Annual Meeting

The annual meeting of the Board shall be held each year in May on a date and at a time specified by resolution of the Board or, if no date and time have been so specified, on the first (1st) day of June at 12:00 noon for the purposes of electing directors and officers and transacting such business as may properly come before the meeting. If the day fixed for the annual meeting is a legal holiday at the place of the meeting, the meeting shall be held on the next succeeding business day. If the annual meeting is not held on the date designated therefor, the Board shall cause the meeting to be held as soon thereafter as may be convenient.

3.7 Regular Meetings

By resolution, the Board may specify the date, time, and place for the holding of regular meetings without other notice than such resolution.

3.8 Special Meetings

Special meetings of the Board or any committee designated and appointed by the Board may be called by, or at the recorded request of, the President, all the Directors, any two Directors, or, in the case of a committee meeting, the chairperson of the committee. The person or persons authorized to call special meetings may fix any place either within or without the State of Washington as the place for holding any special Board or committee meeting called by them.

3.9 Meetings by Telephone

Members of the Board or any committee designated by the Board may participate in a meeting of such Board or committee by means of a conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other's spoken statements at the same time. Participation by such means shall constitute presence in person at a meeting.

3.10 Place of Meetings

All meetings shall be held at the principal office of the corporation or at such other place within or without the State of Washington designated by the Board, by any persons entitled to call a meeting, or by a waiver of notice executed by all Directors.

3.11 Notice of Special Meetings

Notice of each special Board or committee meeting shall be given to each member of the meeting body. Neither the business to be transacted at, nor the purpose of, any special meeting need be specified in the notice of such meeting.

3.12 Waiver of Notice

3.12.1 By Record

Whenever any notice is required to be given to any Director under the provisions of these Bylaws, the Articles of Incorporation, or applicable Washington law, a waiver thereof, in the form of a record executed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board need be specified in the waiver of notice of such meeting.

3.12.2 By Attendance

The attendance of a Director at a meeting shall constitute a waiver of notice of such meeting, except when 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.

3.13 Quorum

Two-thirds (2/3) of the number of Directors in office shall constitute a quorum for the transaction of business at any Board meeting. If a quorum is not present at a meeting, a majority of the Directors present may adjourn the meeting from time to time without further notice.

3.14 Manner of Acting

The act of the majority of the Directors present at a meeting at which there is a quorum shall be the act of the Board, unless the vote of a greater number is required by these Bylaws, the Articles of Incorporation, or applicable Washington law.

3.15 Presumption of Assent

A Director of the corporation present at a Board meeting at which action on any corporate matter is taken shall be presumed to have assented to the action taken unless his or her dissent or abstention is entered in the minutes of the meeting, or unless such Director files a record dissenting or abstaining from such action with the person acting as secretary of the meeting before the adjournment thereof, or forwards such dissent or abstention, in the manner of a notice, to the Secretary of the corporation immediately after the adjournment of the meeting. Such right to dissent or abstain shall not apply to a Director who voted in favor of such action.

3.16 Action Without a Meeting

Any action which could be taken at a meeting of the Board or of any committee may be taken without a meeting if a consent in the form of a record, setting forth the action taken, is duly executed.

If the action is one which applicable law requires to be taken at a meeting of the Board, a consent executed by all of the Directors entitled to vote with respect to the subject matter shall be deemed duly executed. Such a consent has the same effect as a unanimous vote and shall be recorded in the minutes as if it were a unanimous vote at a Board meeting.

In the case of any other action, a consent executed by the majority of the persons entitled to vote with respect to the subject matter shall be deemed duly executed. Such a consent has the same effect as an action taken by a vote in which those who have executed the consent vote in favor of the action and shall be recorded in the minutes as if it were such a vote at a meeting.

3.17 Resignation

Any Director may resign at any time by delivering notice to the President or the Secretary at the registered office of the corporation, or by giving oral or written notice at any meeting of the Directors. Any such resignation shall take effect at the time specified therein, or if the time is not specified, upon delivery thereof and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

3.18 Removal

One or more Directors may be removed from office, with or without cause, by a resolution executed by two-thirds of the Directors then in office.

3.19 Vacancies

A vacancy in the position of Director may be filled by the affirmative vote of a majority of the remaining Directors though less than a quorum of the Board. A Director who fills a vacancy shall serve for the unexpired term of his or her predecessor in office.

If all positions of Director become simultaneously vacant, each person who is able to act and who is the President, Vice President, Secretary, or Treasurer shall automatically become a Director. If no such person exists, the Department of Computer Science and Engineering of the University of Washington, the Department of Linguistics of the University of Washington, and the Esperantic Studies Foundation shall each have the right, within ninety (90) days or until a Director is in office, whichever is later, to appoint one (1) Director.

3.20 Board Committees

3.20.1 Standing or Temporary Committees

The Board, by resolution adopted by a majority of the Directors in office, may designate and appoint one or more standing or temporary committees, each of which shall consist of two or more Directors. Such committees shall have and exercise the authority of the Directors in the management of the corporation, subject to such limitations as may be prescribed by the Board; except that no committee shall have the authority to (a) amend, alter, or repeal these Bylaws; (b) elect, appoint, or remove any member of any other committee or any Director or officer of the corporation; (c) amend the Articles of Incorporation; (d) adopt a plan of merger or consolidation with another corporation; (e) authorize the sale, lease, or exchange of all or substantially all of the property and assets of the corporation not in the ordinary course of business; (f) authorize the voluntary dissolution of the corporation or revoke proceedings therefor; (g) adopt a plan for the distribution of the assets of the corporation; or (h) amend, alter, or repeal any resolution of the Board which by its terms provides that it shall not be amended, altered, or repealed by a committee. The designation and appointment of any such committee and the delegation thereto of authority shall not operate to relieve the Board or any individual Director of any responsibility imposed upon it, him, or her by law.

3.20.2 Quorum; Manner of Acting

Two-thirds (2/3) of the number of Directors composing any committee shall constitute a quorum, and the act of a majority of the members of a committee present at a meeting at which a quorum is present shall be the act of the committee.

3.20.3 Resignation

Any member of any committee may resign at any time by delivering written notice thereof to the President, the Secretary, or the chairperson of such committee, or by giving oral or written notice at any meeting of such committee. Any such resignation shall take effect at the time specified therein, or, if the time is not specified, upon delivery thereof, and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

3.20.4 Removal of Committee Member

The Board, by resolution adopted by a majority of the Directors in office, may remove from office any member of any committee elected or appointed by it.

3.21 Compensation

The Directors shall receive no compensation for their service as Directors but may receive reimbursement for expenditures incurred on behalf of the corporation.

Article 4: Officers

4.1 Number and Qualifications

The officers of the corporation shall be a President, a Vice President, a Secretary, and a Treasurer, each of whom shall be elected by the Board. Other officers and assistant officers may be elected or appointed by the Board, such officers and assistant officers to hold office for such period, have such authority and perform such duties as are provided in these Bylaws or as may be provided by resolution of the Board. Any officer may be assigned by the Board any additional title that the Board deems appropriate. Any two or more offices may be held by the same person, except the offices of President and Secretary.

4.2 Election and Term of Office

The officers of the corporation shall be elected each year by the Board at the annual meeting of the Board. Unless an officer dies, resigns, or is removed from office, he or she shall hold office from the moment of election until the next annual meeting of the Board or, if his or her successor is elected before said meeting, until said election.

4.3 Resignation

Any officer may resign at any time by delivering written notice to the President, a Vice President, the Secretary, or the Board, or by giving oral or written notice at any meeting of the Board. Any such resignation shall take effect at the time specified therein, or, if the time is not specified, upon delivery thereof and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

4.4 Removal

Any officer or agent elected or appointed by the Board may be removed from office by the Board whenever in its judgment the best interests of the corporation would be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed.

4.5 Vacancies

A vacancy in any office created by death, resignation, removal, disqualification, creation of a new office, or any other cause may be filled by the Board for the unexpired portion of the term or for a new term established by the Board.

4.6 President

The President:

4.7 Vice President

The Vice President:

4.8 Secretary

The Secretary

4.9 Treasurer

The Treasurer:

Article 5: Administrative Provisions

5.1 Books and Records

The corporation shall keep at its principal or registered office copies of its current Articles of Incorporation and Bylaws; correct and adequate statements of accounts and finances; minutes of the proceedings of the Board, and any minutes which may be maintained by committees of the Board; a list of the name and address of each Director, and each officer; and such other records as may be necessary or advisable.

5.2 Accounting Year

The accounting year of the corporation shall be the twelve months ending on the 31st day of December.

5.3 Rules of Procedure

The rules of procedure at meetings of the Board and committees of the Board shall be rules contained in Roberts' Rules of Order on Parliamentary Procedure, newly revised, so far as applicable and when not inconsistent with these Bylaws, the Articles of Incorporation, or any resolution of the Board.

5.4 Notices

Notices required by these Bylaws, unless otherwise provided, may be given in any non-oral manner, including writing, facsimile transmission, digital transmission, or digital posting, that complies with the notice requirements of applicable law.

When these Bylaws require prior notices of meetings and do not specify how long in advance such notices must be given, such notices must be given at least as many days in advance as the number of persons entitled thereto.

Article 6: Amendments

These Bylaws may be altered, amended or repealed and new Bylaws may be adopted by the vote of a majority of the number of Directors in office.


The foregoing Bylaws were adopted by the Board of Directors on 24 May, 2004.


Jonathan Pool
President

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