AMENDED AND RESTATED BYLAWS of
THE COMIC BOOK LEGAL DEFENSE FUND, INC.
ARTICLE 1 – PURPOSE
The purpose of the Comic Book Legal Defense Fund (the “Corporation”) is to defend constitutional rights relating to speech and press and to assist with relief from arbitrary discrimination by authorities concerning or relating to the public’s access to comic books and other comic publications. The Corporation’s activities shall be solely in support of the foregoing purpose and in compliance with Section 501(c)(3) of the Internal Revenue Code, or corresponding section of any future federal tax code.
ARTICLE 2 – BOARD OF DIRECTORS
2.1 General Powers. The management, control and operation of the affairs and properties of this Corporation are vested in the board of directors of the corporation (the “Board”).
2.2 Composition and Election of the Board. The Board of Directors shall consist of no more than thirteen (13) and no fewer than three (3) persons (the “Directors”). The number of Directors shall be set from time to time by resolution of the Board. Qualifications for Directors and criteria for the selection process may be established from time to time by the Board. Unless otherwise determined by the Board, the Directors shall be elected by the Board at the Corporation’s annual meeting based on a list of candidates presented to the Board. When vacancies among the Directors occur by reason of death, resignation, failure of qualification, or otherwise, the number of directors shall be reduced by such vacancies until qualified replacements are selected by the Corporation. In no event shall the number of Directors be fewer than three.
(a) Each Director shall serve a term of three (3)years and until such Director’s successor is appointed and qualified. However, at least one-third of the initial Directors shall serve an initial term of one year and another one-third of the initial Directors shall serve an initial term of two years, such that, thereafter, approximately one-third of the Directors’ terms will expire each year.
(b) No Director may serve for more than three (3) consecutive terms of three years, unless this restriction is waived by the affirmative vote of two-thirds (2/3) of the Directors not affected by this restriction. After an absence of one year from the Board, an individual shall become eligible again for election to the Board.
2.4 Annual Meeting. Unless otherwise determined by the Board, the annual meeting of Board shall be held in the third quarter of each year on such day and at such place and time as determined by the President of the Corporation. The purpose of the annual meeting is to elect directors and officers, and for the transaction of such other business as may come before the meeting.
2.5 Resignation and Termination. A resignation by a Director must be in writing and is effective when received by the Secretary. Any Director, regardless of whether he/she was elected by the Corporation, may be removed from the Board for any reason by a vote of two-thirds (2/3) of the other Directors.
2.6 Regular and Special Meetings. Regular meetings of the Board shall be held at such times as the President may designate, at the office of the Corporation or such other place as the President may designate. Special meetings of the Board may be called by the President of the Corporation, or by two or more Directors of the Corporation at such time and place as the officer or Directors calling the meeting may specify and in accordance with the notice requirements of Section 2.12.
2.7 Quorum. A majority of the Board constitutes a quorum for the transaction of business at any meeting of the Board, provided that for those actions of the Board requiring more than a majority vote as provided in the Bylaws, the number of Directors required to take that action must be present at the meeting in order to have a quorum.
2.8 Manner of Acting. The act of the majority of the Directors present at a meeting at which a quorum is present is the duly authorized act of the Board, except where otherwise provided by law or these Bylaws.
2.9 Informal Action. In accordance with Section 181.0821, Wis. Stats., any action required to be taken at a meeting of the Board, or any other action which may be taken at a meeting of the Board, may be taken without a meeting if a consent in writing setting forth the action to be taken, is signed by two-thirds (2/3) of the Directors entitled to vote with respect to the subject matter thereof, provided all Directors receive notice of the text of the written consent and of its effective date and time. Any such consent signed by two-thirds (2/3) of the Directors has the same effect as a two-thirds (2/3) vote taken at a duly convened meeting of the Board at which a quorum is present and may be stated as such in any document filed with the Wisconsin Department of Financial Institutions.
2.10 Compensation. Directors will not be paid compensation for their services as Directors, provided that nothing in these Bylaws will be construed to prohibit payment of compensation to an individual who serves as a Director for services rendered to the Corporation in another capacity.
2.11 Meetings by Electronic Means of Communication. Members of the Board or any committee of the Board may conduct any regular or special meeting by use of any electronic means of communication provided: (1) all participating Directors may simultaneously hear each other during the meeting or (2) all communication during the meeting is immediately transmitted to each participating Director and each participating Director is able to immediately send messages to all other participating Directors. Before the commencement of any business at a meeting at which any Directors do not participate in person, all participating Directors shall be informed that a meeting is taking place at which official business may be transacted. Participation in such manner shall constitute presence in person at such meeting for the purposes of these Bylaws.
2.12 Notice. Special meetings must be preceded by at least forty-eight (48) hours written notice personally delivered to each Director, or seventy-two (72) hours notice if notice is given by mail or private carrier. Notice need not be given of regular meetings of the Board.Written notice shall be deemed given at the earlier of the time it is received or at the time it is deposited with postage prepaid in the United States mail or delivered to the private carrier.
2.13 Director Conflict of Interest. No contract or other transaction between the Corporation and one or more of its Directors or Officers or any other corporation, firm, association, or entity in which one or more of the Directors or Officers are Directors or Officers or has a material financial interest shall be entered into by the Corporation unless the fact of such relationship or interest is disclosed or known to the Board and the Board authorizes, approves or ratifies the contract or transaction by a vote or consent sufficient for the purpose without counting the votes or consents of such interested Directors or Officers. Common or interested Directors or Officers may be counted in determining the presence of a quorum at a meeting of the Board thereof which authorizes, approves or ratifies such contract or transaction.
ARTICLE 3 – OFFICERS
(a) The officers of the Corporation are a President, Vice-President, Secretary, and Treasurer. The Board may elect such other officers as it deems desirable. All officers of the Corporation, except the Secretary, must be a Director.
(b) The officers of the Corporation shall receive no salary or compensation for their services as an officer of the Corporation.
3.2 Election, Term of Office and Removal.
(a) At the annual meeting of the Board, the Board shall elect the officers of the Corporation for a term of one (1) year or until the Board again elects new officers, whichever occurs first.
(b) Any officer of the Corporation may be removed from office at any time for any reason by a two-thirds vote of the Directors, provided that if the officer to be removed is then a Director, he or she shall not vote on his or her removal from office.
(a) The President shall have general and active management of the affairs and property of the Corporation and shall see that all orders and resolutions of the Board are carried into effect. He/she shall preside at meetings of the Board. The President shall appoint a Director to preside over any meeting he/she cannot attend.
(b) The President may sign, with the other proper officer or agent of the Corporation authorized by the Board, any deeds, bonds, contracts or other instruments that the Board have authorized to be executed, and shall perform all duties incident to the office of President and such other duties as may be prescribed by the Board.
3.4 Vice-President. The Vice-President will have such duties as determined from time to time by the Board. The Vice-President will discharge the duties of the President in the event of his or her absence or inability to act, in order of rank. The Vice-President will assist the President in the performance of his or her duties as the President directs.
3.5 Secretary. The Secretary shall sign documents of the Corporation from time to time as required and shall keep the minutes of the meetings of the Board in one or more books provided for that purpose; see that all notices are duly given in accordance with the provisions of these Bylaws or as required by law and be custodian of the corporate records. The Secretary shall perform such other duties as may be assigned to the Secretary by the President.
3.6 Treasurer. The Treasurer shall be responsible for the custody of the assets of the Corporation, and shall advise the Board respecting the Corporation’s financial condition and the handling of the Corporation’s monies and investments and perform such additional duties as may be assigned to the Treasurer by the President.
ARTICLE 4 – COMMITTEES OF THE BOARD
The Board may, by resolution adopted by a majority vote of the Directors, designate one or more committees, each committee to consist of three (3) or more Directors elected by the Board. Each committee will have and may exercise to the extent provided in said resolution, when the Board is not in session, the powers of the Board in the management of the Corporation’s affairs, except action in respect to election of officers or the filling of vacancies in the committees. The Board may elect one or more of its members as alternate members of any such committee who may take the place of any absent member or members at any meeting of such committee. The designation of such committee or committees and the delegation thereto of authority will not operate to relieve the Board, or any member thereof, of any responsibility imposed upon him or her by law. The Board by resolution may designate one or more advisory committees that do not have the powers of the Board to manage the affairs of the Corporation. Any such committee shall include at least one (1) Director and shall have the duties set forth in the resolution of the Board designating the committee.
ARTICLE 5 – CONTRACTS, CHECKS, DEPOSITS AND FUNDS
5.1 Contracts. In addition to the officers specifically authorized by these Bylaws, the Board may authorize by resolution any officer or officers, agent or agents of the Corporation to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Corporation, and such authority may be general or confined to specific instances.
5.2 Checks, Drafts, Etc. All checks, drafts or orders for the payment of money, notes or other evidences 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 is from time to time to be determined by resolution of the Board. In the absence of such determination by the Board, such instruments shall be signed by two of the officers of the Corporation.
5.3 Deposits. All funds of the Corporation shall be deposited from time to time to the credit of the Corporation in such banks, trust companies or other depositaries as the Board designate.
5.4 Books and Accounts. (a) The Corporation shall keep or cause to be kept correct and complete books and records of account and also keep minutes of the proceedings of the Board and its committees. In addition, the Corporation shall cause to be filed the necessary reports, tax returns or other documents as may be required by law on its own behalf.
ARTICLE 6 – INDEMNIFICATION
The Corporation shall, to the fullest extent authorized by ch. 181, indemnify each Director and officer of the Corporation against reasonable expenses and against liability incurred by a Director or officer in a proceeding in which he or she was a party because he or she was a Director or officer of the Corporation. These indemnification rights shall not be deemed to exclude any other rights to which the Director or officer may otherwise be entitled. The Corporation shall, to the fullest extent authorized by ch. 181, indemnify any employee who is not a Director or officer of the Corporation, to the extent the employee has been successful on the merits or otherwise in defense of a proceeding, for all reasonable expenses incurred in the proceeding if the employee was a party because he or she was an employee of the Corporation. The corporation may, to the fullest extent authorized by ch. 181, indemnify, reimburse, or advance expenses of Directors, officers, or employees.
ARTICLE 7 – EXECUTIVE DIRECTOR
The Board may establish the position of Executive Director and employ a person to fill the position. Duties, responsibilities, salary, and benefits and associated funding shall be at the direction of the Board. The Executive Director shall receive notice of and attend all meetings of the Board except during those parts of meetings when the subject is the Executive Director or any issue related to the Executive Director’s employment, or when directed not to attend by the President. The Executive Director may participate in all discussions but shall have no vote.
ARTICLE 8 – FISCAL YEAR
The fiscal year of the Corporation is January 1st through December 31st.
ARTICLE 9 – OFFICES
The Corporation shall have and continuously maintain in this state, a registered office and registered agent whose office is identical with such registered office, and may have other offices within or without the State of Wisconsin as the Board may from time to time determine.
ARTICLE 10 – AMENDMENTS TO THE BYLAWS
These Bylaws may be amended or repealed and new Bylaws may be adopted by the affirmative vote of two-thirds of the Directors, provided that notice of the meeting is given stating the proposed amendment, repeal or new Bylaws to be considered.
ARTICLE 11 – WAIVER OF NOTICE
Whenever any notice is required to be given under the provisions of the Nonstock Corporation Law of the State of Wisconsin or under the provisions of the Articles of Incorporation or the Bylaws of this corporation, a waiver thereof in writing signed 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.
ARTICLE 12 – DISSOLUTION
The Corporation shall be dissolved upon the affirmative vote of two-thirds (2/3) of the members of the Board of the Corporation. Upon dissolution the assets shall be distributed in accordance with the Corporation’s Articles of Incorporation.