Bylaws

Hypatia Society Bylaws

The Name of the society shall be Hypatia Society Inc., a not-for-profit Corporation incorporated under the laws of the (state of Delaware?) on (date).

The society shall maintain its principal office in (what state(s)).

III

(1) The membership of this society shall be open to all individuals interested in the promotion of the objectives and purposes of this corporation and who are deemed qualified for membership under the terms established by the board of directors and have met all conditions for membership.

(2) Membership shall terminate at the end of the term as established by the board of directors and may not otherwise be terminated or suspended other than for non-payment of dues or fees fixed by the board of directors except where the member is given not less than fifteen days written notice and reasons and the member is given an opportunity to be heard orally or in writing. A terminated or suspended member may be reinstated by action of the executive committee or board of directors.

(3) Members shall approve any changes to the bylaws, and all mergers.

(4) An annual meeting shall be held at a date, time, and place determined by the board of directors, with written notice to each member provided at least fifteen days in advance of the meeting. An officer of the organization shall chair the meeting. A quorum shall consist of ten members. Proxy votes are permitted. Roberts Rules of Order will govern motions, voting, and other conduct of the meeting.

(1) The business and charitable affairs of the society will be managed under the direction of a board of directors comprising not fewer than three persons and not more than fifteen, as determined by the board.

(2) At all times, not less than 25 percent of the directors shall be persons who represent High Potential or Universal Genius. The chief executive officer shall be a member of the board ex officio.

(3) Directors shall be elected by the affirmative vote of a majority of voting members present, or by proxy, except that no director shall vote for his/her own election, and shall serve for a term of three years each, but shall be so elected that approximately one-third are elected each year.

(4) Should a director die, resign, or be removed, the board may elect a director to serve for the duration of the unexpired term.

(5) A director may be removed from office, with cause, by an affirmative vote of the majority of the directors present at a duly held meeting, provided not less than five days and not more than thirty days notice of such meeting, stating that removal of such director is to be on the agenda, shall be given to each director.

(6) No compensation shall be paid to any member of the board of directors for services as a member of the board, except that by resolution of the board, directors may be reimbursed for expenses incurred on behalf of the corporation.

(1) The board of directors must meet at least quarterly and may hold its meetings at such times and places as a majority of the directors in office determine. The board may delegate this determination to the chair.

(2) Special meetings of the board of directors may be called at any time upon request of the chair, the president, or any two directors, provided that any such request shall specify the purpose of the meeting. Such a meeting shall be held within fifteen days of such a request.

(3) Written notice of regular and special meetings shall be given not less than fifteen days prior to such meetings, provided however that any director may execute a written waiver of notice before or during the meeting, and the secretary shall enter it in the minutes or other records of the meeting.

(4) At all meetings of the board of directors, a majority of the directors then in office shall be necessary and sufficient to constitute a quorum for the transaction of business.

(5) Except where otherwise required by law, the articles, or these bylaws, the affirmative vote of a majority of the directors present at a duly held meeting shall be sufficient for any action.

(6) Any action required or permitted to be taken at a meeting of the board of directors may be taken by written action, provided that all of the directors approve the action, the written action is effective when signed by all directors, unless otherwise provided in the action.

(7) Meetings will be conducted according to Roberts Rules of Order.

(1) The officers of the corporation shall be chair, vice chair, president, secretary, treasurer, and such other officers as the board of directors may determine, and the officers shall be elected by affirmative vote by the majority of the board present at a duly held meeting. They shall serve terms fixed by the board of directors.

(2) Any officer may be removed, with cause, by an affirmative vote of a majority of the directors present at a duly held meeting of the board of directors for which notice stating such purpose has been given in advance of the meeting.

(3) A vacancy in an office because of death, resignation, or removal may be filled by the board of directors.

(4) The chair shall preside at all meetings of the board of directors and shall oversee the long-term goals and strategies of the corporation. He or she shall perform other such duties as determined by the board.

The vice chair shall perform such duties as may be determined by the board of directors. The vice chair shall be vested with all of the powers of and perform all duties of the chair in the chairs absence or inability to act, but only so long as such absence or inability continues.

The president shall be the chief executive officer of the corporation and shall be responsible for the day-to-day operations of the corporation. In addition, he or she shall perform such other duties as may be determined by the board of directors.

The secretary shall attend all meetings of the board and any committees as directed thereof, and keep minutes of such meetings, give notices, prepare any necessary certified copies of corporate records, and perform such other duties as determined by the board of directors.

The treasurer shall serve as the chief financial officer of the corporation and shall have charge of the corporate treasury, receiving and keeping the monies of the corporation and disbursing funds as authorized. The treasurer shall perform other such duties as determined by the board of directors.

(5) The chair, vice chair, and treasurer shall be members of the board of directors. All other officers may, but need not, be members of the board.

VII

The board of directors may establish one or more committees having the authority of the board in the management of the business of the corporation to the extent determined by the board. Committee members may be members of the board or other interested persons. The board may delegate the appointment of committees and their chairs to the board chair.

VIII

(1) To the full extent permitted by the Delaware Nonprofit Corporation Act, as amended from time to time by other provisions of law, each person who was or is a party or is threatened to be made a party to any threatened, pending, or completed action, suit, or proceeding, wherever and by whomsoever brought, including any such proceeding by or in the right of the corporation, whether civil, criminal, administrative, or investigative, by reason of the fact that he or she is or was a member, director, or officer of the corporation, shall be indemnified by the corporation by an affirmative vote of a majority of the directors present at a duly called meeting of the board of directors, against expenses, including attorneys fees, judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action. The indemnification shall inure to the benefit of the heirs, executors, and administrators of such person.

The board of directors may adopt, amend, or appeal all or any of the bylaws of the corporation upon a affirmative vote of a majority of members present, or by proxy, at a duly held meeting of the board of directors.