....the wave that greens all boats

BYLAWS of

GreenMarineRePower

A California Public Benefit Corporation

 

Article 1 OFFICES

Section 1. Principal Office

The principal office of GreenMarineRePower for the transaction of its business is virtual: www.GreenMarineRePower.org. If an United States Postal Service addressable office must be used, and for establishing County authority, the physical (not principal) address is located in Alameda County, California: 3378 Revere Ave, Oakland, CA 94605

 

Section 2. Change of Address

The county of GreenMarineRePower's physical office can be changed only by amendment of these bylaws and not otherwise.

 

Section 3. Other Offices

GreenMarineRePower may also have offices at such other places, within or without the State of California, where it is qualified to do business, as its business may require and as the Board of Directors may, from time to time, designate.

 

Article 2 Purpose

The specific purpose of this corporation is to foster green boating by biasing market forces so that pollution solutions become more likely. Our inaugural mission is to leverage the repower of 10,000+ boats before the end of 2012 with the most environmentally benign and forward compatible propulsion technologies advisable. Requisite for both purpose and mission, non-program costs shall be budgeted below 7%, and shall for no reason exceed 15% of annual expenditures.

 

Article 3 Directors

Section 1. Eligibility

Only current representatives of marine propulsion equipment manufacturers are eligible to serve as a Director of GreenMarineRePower. Sails, to Suzuki, to swim fins; if it helps push or pull humans through the water, you're eligible. Subsystem and value added manufacturers, as well as trade associations, are of course eligible: wire, battery, controller, solar cell, biodiesel, gears, wind turbines, et cetera. If eligible as a Director, you are ineligible for any salaried role in GreenMarineRePower.¹

 

Section 2. Number

GreenMarineRePower should have at least 5 Directors and collectively they shall be known as the Board of Directors, or the Board. The Board shall decide on admitting additional Directors.

 

Section 3. Powers

Subject to the provisions of the California Nonprofit Public Benefit Corporation law and any limitations in the bylaws of this corporation, the activities and affairs of GreenMarineRePower shall be conducted and all corporate powers shall be exercised by or under the direction of the Board of Directors.

 

Section 4. Duties

It shall be the duty of the Directors to:

1. Incentivize and manage the automation and scope of targeted green propulsion product use data collection and analysis.

2. Perform any and all duties imposed on them collectively or individually by law and bylaw;

3. Except as otherwise provided in these bylaws, appoint and remove, employ and discharge, prescribe the duties and fix the compensation, if any, of all officers, agents, and employees of GreenMarineRePower;

4. Supervise all officers, agents, and employees of GreenMarineRePower to assure that their duties are performed properly;

5. Meet at such times and places as required by these bylaws;

6. Register their current email address with the Secretary of GreenMarineRePower and notices of meetings posted or emailed to such addresses shall be valid notices thereof.

 

Section 5. Terms of Office

Each Director shall hold office as long as eligible or until resigning or being removed as specified in these bylaws.

 

Section 6. Compensation

Directors shall serve without monetary compensation except they shall be allowed reasonable advancement or reimbursement of expenses incurred in the performance of their duties as specified in Section 4 of this Article. Said amount is designed and desired to be non-existent. Directors may not be compensated for rendering services to GreenMarineRePower in any capacity other than Director unless such other compensation is reasonable and is allowable under the provisions of Section 7 of this Article.

 

Section 7. Restriction Regarding Interested Directors

Notwithstanding any other provision of these bylaws, not more than forty-nine percent (49%) of the persons serving on the Board may be interested persons. For purposes of this Section, "interested persons" means either:

1. Any person currently being compensated by GreenMarineRePower for services rendered it within the previous twelve (12) months, whether as a full- or part-time Field Representative, Financial Officer, or other employee, independent contractor, or otherwise, excluding any reasonable reimbursement paid to a Director as Director.

2. Any brother, sister, ancestor, descendant, spouse, brother-in-law, sister-in-law, son-in-law, daughter-in-law, mother-in-law, or father-in-law of any such person.

 

Section 8. Place of Meetings

Meetings shall to the maximum extent possible utilize free voice or video conferencing and free online collaborative document recording of meeting minutes; a full or partial headset/microphone is recommended due to background noise. Considerations validating virtual meetings:

a) Each Director participating in the meeting can communicate with all of the other Directors concurrently;

b) Each Director is provided the means of participating in all matters before the Board, including, without limitation, the capacity to propose, or to interpose an objection to, a specific action to be taken by this corporation; and

c) GreenMarineRePower verifies

1. that all persons participating in the meeting are Directors of GreenMarineRePower or are otherwise entitled to participate in the meeting, and

2. that all actions of, or votes by, the Board are taken and cast only by Directors and not by persons who are not Directors.

Physical meetings at Board specified locations, though dynamically advantageous, are not funded or reimbursed by GreenMarineRePower and require prior consent of every Director. This does not preclude, and indeed encourages, other business entities sponsoring physical meetings at industry relevant marine business locations.²

 

Section 9. Regular and Annual Meetings

Regular short³ meetings of the Board should be held prior to the end of each month, preferably about a week prior. Repower targets, funds available, client feedback, and Officer reports are the standing agenda items. Reviewing Annual Report requirements and yearly State and Federal tax filing requirements, are the standing agenda items for the Annual meeting, held as soon as reasonable after the end of the fiscal year of this corporation, and which may run concurrently with a Regular meeting.

 

Section 10. Special Meetings

Special meetings of the Board of Directors may be called by the chairperson of the Board, any single Officer, or by any two Directors, and such meetings shall be mutually scheduled within 72 hours of the calling person's requested meeting time.

 

Section 11. Notice of Meetings

Regular meetings of the Board may be held without notice. Special meetings of the Board shall be held upon four (4) days' notice by first-class mail or forty-eight (48) hours' notice delivered personally or by telephone or telegraph. If sent by mail or telegraph, the notice shall be deemed to be delivered on its deposit in the mails or on its delivery to the telegraph company. Such notices shall be addressed to each Director at his or her address as shown on the books of this corporation. Notice of the time and place of holding an adjourned meeting need not be given to absent Directors if the time and place of the adjourned meeting are fixed at the meeting adjourned and if such adjourned meeting is held no more than twenty-four (24) hours from the time of the original meeting. Notice shall be given of any adjourned regular or special meeting to Directors absent from the original meeting if the adjourned meeting is held more than twenty-four (24) hours from the time of the original meeting.

 

Section 12. Contents of Notice

Notice of meetings not herein dispensed with shall specify the place, day, and hour of the meeting. The purpose of any Board meeting need not be specified in the notice.

 

Section 13. Waiver of Notice and Consent to Holding Meetings

The transactions of any meeting of the Board, however called and noticed or wherever held, are as valid as though the meeting had been duly held after proper call and notice, provided a quorum, as hereinafter defined, is present and provided that either before or after the meeting each Director not present, signs a waiver of notice, a consent to holding the meeting, or an approval of the minutes thereof. All such waivers, consents, or approvals shall be filed with the corporate records or made a part of the minutes of the meeting.

 

Section 14. Quorum for Meetings

1. Except as otherwise provided in these bylaws or by law, no business, except to note absent Directors and adjourn the meeting to a subsequent date, shall be considered by the Board at any meeting at which a quorum, as hereinafter defined as 5, is not present.

2. The Directors present at a duly called and held meeting at which a quorum is initially present may continue to do business notwithstanding the loss of a quorum at the meeting due to a withdrawal of Directors from the meeting, provided that any action thereafter taken must be approved by each withdrawn Director.

 

Section 15. Unanimous Consent as Board Action

1. Owing to the inherent competition amongst Director's for our client's free and well informed purchasing decisions, a quorum at a duly held meeting and unanimous consent of those present is required on all Board actionable decisions, except those decisions that require different voting rules for specific matters explicitly covered in these bylaws, Federal law, or provisions of the California Nonprofit Public Benefit Corporation Law, noticeably those provisions relating to appointment of committees (Section 5212), approval of contracts or transactions in which a Director has a material financial interest (Section 5233) and indemnification of Directors (Section 5238e).

2. “Unanimous consent,” as used throughout these bylaws, requires dissenting Director(s) to record the reason(s) for their objection(s). This is critically different than consensus decisions which need only be substantiated by “no.”⁴

 

Section 16. Conduct of Meetings

1. Meetings of the Board of Directors shall be private. Decisions or recorded objections and dissensions become public. The process of reaching those decisions shall remain private⁵.

2. Meetings of the Board shall be presided over by the Chairperson of the Board, or, if no such person has been so designated, by a Chairperson chosen by a simple majority of the Directors present at the meeting. This Chairperson serves in that capacity for the additional purposes contained in these bylaws until the beginning of the next Board meeting.

3. Each Director is responsible for the accuracy and completeness of the meeting minutes.

4. Meetings shall be governed by respect and courtesy. If either are lacking, ask why⁶.

 

Section 17. Action by Unanimous Written Consent Without Meeting

Any action required or permitted to be taken by the Board of Directors under any provision of law may be taken without a meeting, if all members of the Board shall individually or collectively consent in writing to such action. For the purposes of this Section only, "all members of the Board" shall not include any "interested Director" as defined in Section 5233 of the California Nonprofit Public Benefit Corporation Law. Such written consent or consents shall be filed with the minutes of the proceedings of the Board. Such action by written consent shall have the same force and effect as the unanimous vote of the Directors. Any certificate or other document filed under any provision of law which relates to action so taken shall state that the action was taken by unanimous written consent of the Board of Directors without a meeting and that the bylaws of this corporation authorize the Directors to so act, and such statement shall be prima facie evidence of such authority.

 

Section 18. Vacancies

1. Any Director may resign effective upon giving signed (paper or electronic) notice to the chairperson of the Board, any Officer, or the Board of Directors, unless the notice specifies a later time for the effectiveness of such resignation. No Director may resign if GreenMarineRePower would then be left without the minimum required number of Directors established in Article 3, Section 2, except upon notice to the CEO and Attorney General of California.

2. Directors with 3 consecutive absences should be dismissed from the Board.

3. The Board should declare vacant the office of a Director who has been declared of unsound mind by a final order of court, or convicted of a felony, or been found by a final order or judgment of any court to have breached any duty under Section 5230 and following of the California Nonprofit Public Benefit Corporation Law.

4. If removal of a Director does not violate the minimum required number of Directors established in Article 3, Section 2, all other Directors may with written consent remove one Director without cause⁷. So removed persons become Associate Directors.

5. If removal of a Director does violate the minimum required number of Directors established in Article 3, Section 2, it must be with cause, supported by documented examples of repetitive behavior counterproductive to the purpose of this corporation, and be executed with written consent by either all other Directors plus one of the core Officers, herein defined as the CEO, CFO, Founder, and Spokesperson, or all existent core Officers and one Director. So removed persons become Associate Directors.

6. Vacancies on the Board of Directors should be filled prior to falling below the minimum required number of Directors established in Article 3, Section 2.

7. Vacancies on the Board may be filled by approval of the Board or, if the number of Directors then in office is less than a quorum, by the unanimous written consent of both: the Director(s) then in office and such number of Officers as to achieve a quorum. If no Directors exist, a quorum is required amongst Officers, Associate Directors, or other agents of this corporation, in that order.

 

Section 19. Nonliability of Directors

The Directors shall not be personally liable for the debts, liabilities, or other obligations of GreenMarineRePower.

 

Section 20. Indemnification by Corporation of Directors, Officers, Employees, and Other Agents

To the extent that a person who is, or was, a Director, officer, employee, or other agent of this corporation has been successful on the merits in defense of any civil, criminal, administrative, or investigative proceeding brought to procure a judgment against such person by reason of the fact that he or she is, or was, an agent of this corporation, or has been successful in defense of any claim, issue, or matter, therein, such person shall be indemnified against expenses actually and reasonably incurred by the person in connection with such proceeding.

If such person either settles any such claim or sustains a judgment against him or her, then indemnification against expenses, judgments, fines, settlements, and other amounts reasonably incurred in connection with such proceedings shall be provided by GreenMarineRePower but only to the extent allowed by, and in accordance with the requirements of, Section 5238 of the California Nonprofit Public Benefit Corporation Law.

 

Section 21. Insurance for Corporate Agents

The Board of Directors may adopt a resolution authorizing the purchase and maintenance of insurance on behalf of any agent of GreenMarineRePower (including a Director, Officer, Employee, or Other Agent of this corporation) against any liability other than for violating provisions of law relating to self-dealing (Section 5233 of the California Nonprofit Public Benefit Corporation Law) asserted against or incurred by the agent in such capacity or arising out of the agent's status as such, whether or not GreenMarineRePower would have the power to indemnify the agent against such liability under the provisions of Section 5238 of the California Nonprofit Public Benefit Corporation Law.

 

Article 4 Associate Director

These unlimited and versatile Associate Director positions were created to ensure an even playing field⁸ and allow committee level participation of as many manufacturing representatives as possible⁹, consistent with mission success. There is no means of removal, only voluntary resignation, unlimited terms, and joining requires the same eligibility as Directors, but inherently no powers, no duties, no compensation, no meetings (except by invitation), no voting, no liabilities, no insurance. Directors or Associate Directors may suggest, and Directors may prescribe, task based powers and duties upon willing Associate Directors not proscribed by these bylaws. Just sign up.

 

Article 5 Officers, Field Representatives and Clients

Section 1. Number of Officers

The officers of GreenMarineRePower shall be a:

1. Chief Executive Officer (CEO - President)

2. Chief Financial Officer (CFO - Treasurer)

3. Spokesperson (Vice President)

4. Founder (Secretary)

5. This corporation may also have, as determined by the Board of Directors, a yearly chairperson of the Board, one or more vice presidents, assistant secretaries, assistant treasurers known as Financial Officers, or other officers. Any number of offices may be held by the same person except salaried Officers and Directors cannot mix (Section 2) and only one position gets paid (Section 12).

 

Section 2. Qualification for Office

Other than a person eligible to be a Director of GreenMarineRePower, any person may serve as a salaried officer of this corporation. Any person may serve as a non-salaried officer of this corporation.

 

Section 3. Subordinate Officers

The Board of Directors may appoint such other officers or agents as it may deem desirable, and such officers shall serve such terms, have such authority, and perform such duties as may be prescribed from time to time by the Board of Directors.

 

Section 4. Resignation or Removal

1. Any officer may resign at any time by giving written notice to the Board of Directors or to the President or Secretary of GreenMarineRePower. Any such resignation shall take effect at the date of receipt of such notice or at any later date specified therein, and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

2. Any non-core officer may be removed, with or without cause, by the Board of Directors, at any time.

3. Removal of CEO or CFO or Spokesperson requires written consent of the Board and two core Officers.

4. Removal of Founder requires: written consent of the Board and initiating benefactor¹⁰ of GreenMarineRePower.

5. The above provisions of this Section shall supersede any conflicting terms of a contract or bylaw which has been approved or ratified by the Board of Directors relating to the employment of any officer of this corporation.

 

Section 5. Vacancies

Vacancies occurring in offices of officers appointed at the discretion of the Board may or may not be filled as the Board shall determine. Any vacancy caused by the death, resignation, removal, disqualification, or otherwise, of any of the core Officers of this article shall be filled by unanimous consent of the remaining core Officers within 30 days. Failing that, on the 31^st day, that responsibility falls to the Board of Directors. On the 61^st day, back to the core officers, and so forth. Non CEO vacancies may at any time be filled temporarily by appointment by the CEO until such time as the responsible party shall fill the vacancy.

 

Section 6. CEO Duties

The President shall be the chief executive officer of GreenMarineRePower and shall, subject to the control of the Board of Directors, approve or disapprove Client Equipment Scholarship applications and supervise and control the affairs of this corporation and the activities of the officers. He or she shall perform all duties incident to his or her office and such other duties as may be required by law, by the articles of incorporation of GreenMarineRePower, by these bylaws, or which may be prescribed from time to time by the Board of Directors. Except as otherwise expressly provided by law, by the articles of incorporation, or by these bylaws, he or she shall, in the name of this corporation, execute such deeds, mortgages, bonds, contracts, checks, or other instruments which may from time to time be authorized by the Board of Directors.

 

Section 7. CFO Duties

1. The CFO has the most complete knowledge of the financial constraints of this corporation, so their challenge is to manage the spending trajectory of GreenMarineRePower for mission success. As a public benefit corporation, and so as to maximize income and mission impact, minimize overhead expenses by budgeting less than 7% of annual expenditures for overhead, and ensuring less than 15%. Encourage the other Officers and the Directors to operate within the constraints you recommend.

2. Oversee and encourage Financial Officers to pursue funding possibilities.

3. More traditionally, and subject to the provisions of these bylaws, most notably Article 7, the Treasurer shall:

1. Have charge and custody of, and be responsible for, all funds and securities of GreenMarineRePower, and deposit all such funds in the name of this corporation in such banks, trust companies, or other depositories as shall be selected by the Board of Directors.

2. Receive, and give receipt for, monies due and payable to this corporation from any source whatsoever.

3. Disburse, or cause to be disbursed, the funds of GreenMarineRePower as may be directed by these bylaws or the Board of Directors, taking proper vouchers for such disbursements, and forwarding monthly tallies to the benefited manufacturer.

4. Keep and maintain adequate and correct accounts of this corporation's properties and business transactions, including accounts of its assets, liabilities, receipts, disbursements, gains and losses.

5. Exhibit at all reasonable times the books of account and financial records to any Director of GreenMarineRePower, or to his or her agent or attorney, on request therefor.

6. Render to the President and Directors, whenever requested, an account of any or all of his or her transactions as treasurer and of the financial condition of GreenMarineRePower.

7. Prepare, or cause to be prepared, and certify, or cause to be certified, the financial statements to be included in any required reports.

8. In general, perform all duties incident to the office of Treasurer and such other duties as may be required by law, by the articles of incorporation of GreenMarineRePower, or by these bylaws, or which may be assigned to him or her from time to time by the Board of Directors.

 

Section 8. Financial Officer Duties

Secure donations for GreenMarineRePower.

 

Section 9. Spokesperson Duties

The Spokesperson is the principle human face of GreenMarineRePower. More than others involved, their public behavior helps determine our mission success. Consequently and with occasional fanfare, the Spokesperson is also authorized to approve or disapprove Client application. Additionally and unfairly, scandalous media attention is cause for, but does not require, removal from office.

In the absence of the President, or in the event of his or her inability or refusal to act, the Spokesperson/Vice President shall perform all the duties of the President, and when so acting shall have all the powers of, and be subject to all the restrictions on, the President. The Vice President shall have other powers and perform such other duties as may be prescribed by law, by the articles of incorporation, or by these bylaws, or as may be prescribed by the Board of Directors.

 

Section 10. Secretary Duties

1. Certify and keep at the principal office of this corporation an electronic copy of the original, or a copy of these bylaws as amended or otherwise altered to date.

2. Keep at the principal office of this corporation or at such other place as the Board may determine, an electronic record of minutes of all meetings of the Directors, and, if applicable, meetings of committees, recording therein the time and place of holding, whether regular or special, how called, how notice thereof was given, the names of those present or represented at the meeting, and the proceedings thereof.

3. See that all notices are duly given in accordance with the provisions of these bylaws or as required by law.

4. Be custodian of the records and of the seal of this corporation (if so used) and see that the seal is affixed to all duly executed documents, the execution of which on behalf of this corporation under its seal is authorized by law or these bylaws.

5. Keep at the principal office of GreenMarineRePower an agent file containing the name and contact information of each and any Director, Associate Director, Officer, or other agent of this corporation, and, in the case where any agent has been terminated, the Secretary shall record such fact in the agent file together with the date on which such agency ceased.

6. Exhibit at all reasonable times to any Director of this corporation, or to his or her agent or attorney, on request thereof, the bylaws, the agent file, and the minutes of the proceedings of the Directors of GreenMarineRePower.

7. In general, perform all duties incident to the office of secretary and such other duties as may be required by law, by the articles of incorporation of this corporation, or by these bylaws, or which may be assigned to him or her from time to time by the CEO and/or Board of Directors.

 

Section 11. Field Representatives and Clients

Field Representatives and Clients are self selecting agents of this corporation whose incentivized function is the furtherance of Article 2 purpose. They arise from the growing legions of environmentally responsible repowers¹¹, and ideally have access to operational examples potential clients could experience. They are not removable, but any fraud, intentional misrepresentation, or criminal action by them that could negatively effect GreenMarineRePower, as determined by the Board, forfeits all accrued indebtedness of this corporation to them, and precludes future indebtedness through two whole calendar months. The differences between Field Representatives and Clients: Field Representatives are compensated for actively and successfully encouraging Clients, are informed of the monthly Field Representative compensation schedule, are informed of the monthly Client funding targets, can transfer equipment credits, and may at any time fully or partially cash out at 50%.

 

Section 12. Compensation

1. In all cases herein, any compensation received by officers or agents of this corporation shall be reasonable and given in return for services actually rendered for this corporation which relate to the performance of the charitable and public purposes of this corporation. Compensation accrues on only one agency position of the holder's monthly choice. Fraud forfeits accruals and invites prosecution.

2. The pretax salaries of a core Officer is $4,000 per month¹². The monthly number of repowers target acquisition earns an additional $4000 each¹³. Plus/minus 6.25% each of the previous months overhead budget savings or loss¹⁴. Plus 0.5% post startup funding income (ignore scheduled initial grant) each¹⁵.

3. Financial Officers earn 1% of the arrived donations that they secured¹⁶. Teams split that 1% internally after providing the Treasurer with recorded apportioned percentages decided by written unanimous consent of that team; not unanimous - not paid, and forfeited after six months from each installment arrival.

4. Any person other than a core Officer is rewarded $1000 cash or equipment credit for fraud identification,¹⁷ only one reward per defrauder or fraud syndicate.¹⁸

5. The above cash amounts are a contract, and require written consent of the affected person and the Board to change. The following equipment credit amounts¹⁹ are subject to monthly change by the Board, which GreenMarineRePower pays directly to supplier/retailer for green propulsion equipment of grantee's choice. Advisement of such is forwarded to manufacturer.²⁰ Not for installation assistance.²¹

6. The initial incentive schedules below shall be posted in the principal office, accessible to the affected party, clearly stating the month of validity and likelihood of future amendments. Subsequent incentive schedules shall supersede said postings, again clearly stating the month of validity and likelihood of future amendments.

7. Field Representatives earn the following transferable²² credits that can be converted to cash at 50%:²³

1. $25 per sponsored Client sign up

2. $50 per initial sponsored Client Equipment Scholarship application²⁴

3. $500 per client²⁵ on successful²⁶ repowers

4. monthly bonus competition²⁷ for volume of successful repowers:

First prize - $1000

Second prize - $500

Third prize - $250

8. Clients receive the following non-transferable²⁸ credits that have no cash value:

   1. $25 Client sign up incentive

   2. $50 for their 1^st Equipment Scholarship application for repower

   3. up to 20% of project equipment cost for approved Equipment Scholarships.

 

Article 6 Committees

Section 1. Executive Committee of the Board

The Board of Directors may designate two (2) or more Directors and/or Associate Directors to constitute an executive committee of the Board and delegate to such committee any of the powers and authority of the Board in the management of the business and affairs of GreenMarineRePower, except with respect to:

1. The filling of vacancies on the Board or on any committee that has the authority of the Board.

2. The reimbursement of a Director for expenses incurred serving on the Board or on any committee.

3. The amendment or repeal of bylaws or the adoption of new bylaws.

4. The amendment or repeal or any resolution of the Board which by its express terms is not so amendable or repealable.

5. The appointment of committees of the Board or the members thereof.

6. The expenditure of corporate funds to support a nominee for Director after there are more people nominated for Director than can be elected.

7. The approval of any transaction to which GreenMarineRePower is a party and in which one or more of the Directors has a material financial interest, except as expressly provided in Section 5233(d)(3) of the California Nonprofit Public Benefit Corporation Law.

By a simple majority vote of its members then in office, the Board may at any time revoke any or all of the authority so delegated. By normal unanimous consent, the Board may at any time modify any or all of the authority so delegated, increase or decrease but not below two (2) the number of its members, and fill vacancies therein from the ranks of Directors or Associate Directors. The committee shall keep regular minutes of its proceedings, cause them to be filed with the corporate records, and report the same to the Board from time to time as the Board may require.

 

Section 2. Other Committees

GreenMarineRePower shall have such other committees as may from time to time be designated by resolution of the Board of Directors. Such other committees may consist of any person(s) whomsoever the Board chooses. These additional committees shall act in an advisory capacity only to the Board and shall be clearly titled as "advisory" committees.

 

Section 3. Meetings and Actions of Committees

Meetings and actions of committees shall be governed by, noticed, held and taken in accordance with the provisions of these bylaws concerning meetings of the Board of Directors, with such changes in the context of such bylaw provisions 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 fixed by resolution of the Board of Directors or by the committee. The time for special meetings of committees may also be fixed by the Board of Directors. The Board of Directors may also adopt rules and regulations pertaining to the conduct of meetings of committees to the extent that such rules and regulations are not inconsistent with the provisions of these bylaws.

 

Article 7 Execution of Instruments, Deposits, and Funds

Section 1. Execution of Instruments

The Board of Directors, except as otherwise provided in these bylaws, may by resolution authorize any officer or agent of this corporation to enter into any contract or execute and deliver any instrument in the name of and on behalf of this corporation, and such authority may be general or confined to specific instances. Unless so authorized, no officer, agent, or employee shall have any power or authority to bind this corporation by any contract or engagement or to pledge its credit or to render it liable monetarily for any purpose or in any amount.

 

Section 2. Checks and Notes

Except as otherwise specifically determined by resolution of the Board of Directors, or as otherwise required by law, or particularly and preemptively disallowed in a recorded manner by the CEO, checks, drafts, promissory notes, orders for the payment of money, and other evidence of indebtedness of this corporation shall be signed or otherwise caused to be paid by the Treasurer.

 

Section 3. Deposits

All funds of GreenMarineRePower shall be deposited from time to time to the credit of this corporation in such banks, trust companies, or other depositories as the Board of Directors may select.

 

Section 4. Gifts

The Board of Directors may accept on behalf of this corporation any contribution, gift, bequest, or device for the charitable or public purposes of this corporation.

 

Article 8 Corporate Records, Reports, and Seal

Section 1. Maintenance of Corporate Records

GreenMarineRePower shall keep at its principal office in, or accessible from, the State of California:

(a) Minutes of all meetings of Directors and committees of the Board indicating the time and place of holding such meetings, whether regular or special, how called, the notice given, and the names of those present and the proceedings thereof;

(b) Adequate and correct books and records of account, including accounts of its properties and business transactions and accounts of its assets, liabilities, receipts, disbursements, gains and losses;

(c) A record of its agents, indicating their names, contact information and, if applicable, the termination date of their agency;

500. A copy of GreenMarineRePower's articles of incorporation and bylaws as amended to date, which shall be open to inspection by the agents of this corporation at all possible times.

 

Section 2. Corporate Seal

The Board of Directors may adopt, use, and at will alter, a corporate seal. Such seal shall be digital in usage, so as to avoid generating paper records. Failure to affix the seal to corporate instruments shall not affect the validity of any such instrument.

 

Section 3. Directors' Inspection Rights

Every Director shall have the absolute right at any reasonable time to inspect and copy all books, records, and documents of every kind and to inspect the physical properties of GreenMarineRePower.

 

Section 4. Right to Copy and Make Extracts

Any inspection under the provisions of this Article may be made in person or by agent or attorney and the right to inspection includes the right to copy and make extracts.

 

Section 5. Annual Report

The Board shall cause an annual report to be furnished not later than one hundred and twenty (120) days after the close of GreenMarineRePower's fiscal year to all Directors and Associate Directors of this corporation and to any donor who requests it in writing, which report shall contain the following information in appropriate detail:

1. The assets and liabilities, including the trust funds, of this corporation as of the end of the fiscal year;

2. The principal changes in assets and liabilities, including trust funds, during the fiscal year;

3. The revenue or receipts of GreenMarineRePower, both unrestricted and restricted to particular purposes, for the fiscal year;

4. The expenses or disbursements of GreenMarineRePower, for both general and restricted purposes, during the fiscal year;

5. The instances and circumstances of interested Directors

The annual report shall be accompanied by any report thereon of independent accountants, or, if there is no such report, the certificate of an authorized officer of GreenMarineRePower that such statements were prepared without audit from the books and records of this corporation.

 

Article 9 Fiscal Year

The fiscal year of GreenMarineRePower shall begin on the 1^st day of February and end on the 31^st of January in each year.

 

Article 10 Amendment of Bylaws

Subject to any provision of law applicable to the amendment of bylaws of public benefit corporations, these bylaws, with consideration of the original intent sometimes illuminated by footnotes, may be altered, amended, or repealed and new bylaws adopted by approval of the Board of Directors except that amendments within or concerning:

1. Article 2 comes from this organization's Articles of Incorporation, and is therefore governed by Article 11 of these bylaws;

2. Articles 3 and 5 require additionally the unanimous written consent of all current core officers;

3. Articles 10 & 11 are subject to the restrictions therein specified.

4. Inconsequential spelling and punctuation changes may be made by the Secretary.

 

Article 11 Amendment of Articles of Incorporation

1. Subject to any provision of law applicable to the amendment of Articles of Incorporation of public benefit corporations, amendment of this corporation's specific purpose included in our Articles of Incorporation (section II, B.) can only be accomplished with the consent of three primary entities: the Board, each of the core officers, and the initiating benefactor.

2. Normally required corrections and updates to GreenMarineRePower's Articles of Incorporation pursuant to Section 6210 of the California Nonprofit Corporation Law may be accomplished solely by the Secretary.

3. Other amendments to Articles of Incorporation not already dispatched with require the approval of the Board.

 

Article 12 Prohibition against sharing corporate profits and assets

No member, Director, officer, employee, or other person connected with this corporation, or any private individual, shall receive at any time any of the net earnings or pecuniary profit from the operations of GreenMarineRePower, provided, however, that this provision shall not prevent payment to any such person of reasonable compensation for services performed for this corporation in effecting any of its public or charitable purposes, provided that such compensation is otherwise permitted by these bylaws and is fixed by resolution of the Board of Directors; and no such person or persons shall be entitled to share in the distribution of, and shall not receive, any of the corporate assets on dissolution of GreenMarineRePower. All members, if any, of this corporation shall be deemed to have expressly consented and agreed that on such dissolution or winding up of the affairs of this corporation, whether voluntarily or involuntarily, the assets of this corporation, after all debts have been satisfied, shall be distributed as required by the articles of incorporation of this corporation and not otherwise.

 

Article 13 Members

Since this corporation makes no provision for members, then, pursuant to Section 5310(b) of the Nonprofit Public Benefit Corporation Law of the State of California, any action which would otherwise, under law or the provisions of the articles of incorporation or bylaws of this corporation, require approval by a majority of all members or approval by the members, shall only require the approval of the Board of Directors.

 

Written Consent of Directors Adopting Bylaws

We, the undersigned, are the initial Directors of GreenMarineRePower, a California public benefit corporation, and, pursuant to the authority granted to the Directors by these bylaws to take action by unanimous written consent without a meeting, consent to, and hereby do, adopt the foregoing bylaws, consisting of 16 pages, as the bylaws of this corporation.

 

 

 

 

/

  Dated

of Johnson Outdoors Inc.

 

 

/

  Dated

of Re-E-Power, Inc.

 

 

/

  Dated

of ThunderStruck Motors

 

 

/

  Dated

of Lynch Motor Company, LLC.

 

 

/

  Dated

of Glacier Bay, Inc.

 

 

 

CERTIFICATE

This is to certify that the foregoing is a true and correct copy of the bylaws of GreenMarineRePower named in the title thereto and that such bylaws were duly adopted by the Board of Directors of said corporation on the date set forth below.

 

/

Mark Stafford Dated

Secretary, GreenMarineRePower