BY-LAWS
of
CLASSCRITS, INC.
A non-profit corporation formed under
the Delaware General Corporation Law
ARTICLE I
Membership
Section 1. Members.
ClassCrits, Inc. (the “corporation”) is a membership corporation pursuant to Delaware General Corporation Law. For purposes of such law, the “members” of the corporation shall consist of the persons who from time to time constitute the Board of Directors of the corporation, for so long as they are directors of the corporation. The Board may admit other persons as members and establish the rights, powers and privileges of membership. For so long as the Board constitutes all the members, then, acting as a board, they may exercise the powers of members under such law, except as provided in these bylaws.
Section 2. Annual Meeting.
Notwithstanding the foregoing, the annual meeting of Members of the corporation for the election of directors and for the transaction of other business shall be held at such time and such place within or without the State of Delaware as shall be determined by the Board of Directors or the President and stated in the notice of the meeting or in a duly executed waiver of notice thereof.
Section 3. Quorum.
Except as otherwise required by law or the Certificate of Incorporation, a quorum at the annual meeting and any other meeting to take membership action shall consist of the greater of (a) a majority of the Board of Directors and (b) one-tenth of the Members of the corporation entitled to vote at the meeting, present in person or represented by proxy.
Section 4. Voting.
The vote for directors shall be by ballot at the annual meeting or by proxy cast at the annual meeting or within such time beginning not earlier than fourteen days before the annual meeting and ending at the annual meeting as may be set by the Board of Directors. Ballots or proxies may be cast by electronic transmission, provided that any such electronic transmission must either set forth or be submitted with information from which it can be determined that the electronic transmission was authorized by the Member or proxy holder.
ARTICLE II
Board of Directors
Section 1. General Powers.
The property, business and affairs of the corporation shall be managed by or under the direction of its Board of Directors.
Section 2. Number and Qualifications.
The Board of Directors shall consist of not less than 3 and not more than 11 directors. Within that range, the exact number of directors shall be fixed from time to time by action of the Board.
Section 3. Election and Term of Office.
Except as otherwise required by law or these by-laws, each director shall be elected to a 3 year term at the annual meeting of Members of the corporation and shall hold office until their 3 year term has expired and until his or her successor has been elected and qualified, or until his or her earlier death, resignation or removal.
Section 4. Resignation.
Any director may resign at any time by giving written notice to the corporation. Such resignation shall take effect at the time specified therein; unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.
Section 5. Removal of Directors.
Except as otherwise provided by law, any director may be removed, with or without cause, by the Board.
Section 6. Vacancies.
Newly created directorships and vacancies in the Board of Directors, including vacancies resulting from the resignation of directors effective immediately or at a future date or from the removal of directors, with or without cause, may be filled by vote of the Members, by vote of a majority of the directors then in office (including directors whose resignations are effective at a future date), although less than a quorum, or by the sole remaining director. Each director so chosen shall hold office until the next annual meeting of Members and until his or her successor has been elected and qualified or until his or her earlier resignation or removal. A vote to fill a vacancy or vacancies created by the resignation or resignations of a director or directors effective at a future date shall take effect when the resignation or resignations become effective.
Section 7. First Meeting of Newly Elected Directors.
The first meeting of the newly elected Board of Directors may be held immediately after the annual meeting of Members and at the same place as the annual meeting of Members, provided a quorum is present, and no notice of the meeting shall be necessary. In the event the first meeting of the newly elected Board of Directors is not held at said time and place, it shall be held as provided in Section 8 or 9 of this Article III.
Section 8. Regular Meetings of Directors.
Regular meetings of the Board of Directors may be held without notice at such time and such place within or without the State of Delaware as may be fixed from time to time by resolution of the Board of Directors. If any day fixed for a regular meeting shall be a legal holiday at a place where the meeting is to be held, then the meeting which would otherwise be held on that day shall be held at the same hour on the next succeeding business day.
Section 9. Special Meetings of Directors. A special meeting of the Board of Directors may be called by the President or, in the absence or disability of the President, any Vice President, or by any two directors, or if there is only one director by that one director. Each special meeting of the Board of Directors may held at such time and place within or without the State of Delaware as shall be stated in the notice of the meeting or in a duly executed waiver of notice thereof.
Section 10. Notice of Special Meetings. Notice of each special meeting of the Board of Directors, stating the time and place thereof, shall be given by the President, any Vice President, the Secretary, any Assistant Secretary or any member of the Board of Directors, to each member of the Board of Directors (a) not less than three days before the meeting by depositing the notice in the United States mail, with postage thereon prepaid, directed to each member of the Board of Directors at the address designated by him or her for such purpose (or, if none is designated, at his or her last known address), or (b) not less than twenty-four hours before the meeting by either (i) delivering the same to each member of the Board of Directors personally, (ii) sending the same by telephone, telegram, cablegram, or other means of electronic transmission to the address designated by him or her for such purposes (or, if none is designated, to his or her last known address) or (iii) delivering the notice to the address designated by him or her for such purpose (or, if none is designated, to his or her last known address). The notice of any meeting of the Board of Directors need not specify the purpose or purposes for which the meeting is called, except as otherwise required by law or these by-laws.
Section 11. Quorum and Action by the Board.
At all meetings of the Board of Directors, except as otherwise required by law or these by-laws, a quorum shall be required for the transaction of business and shall consist of not less than majority of the Board of Directors, and the vote of a majority of the directors present shall decide any question that may come before the meeting. A majority of the directors present, whether or not a quorum is present, may adjourn any meeting to another time or place without notice other than announcement at the meeting of the time and place to which the meeting is adjourned.
Section 12. Procedure.
The order of business and all other matters of procedure at every meeting of the Board of Directors may be determined by the person presiding at the meeting.
Section 13. Committees of Directors.
The Board of Directors may, by resolution adopted by vote of a majority of the entire Board of Directors, designate one or more committees, each committee to consist of one or more of the directors of the corporation. The Board may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. In the absence or disqualification of any member or alternate member of a committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not he, she or they constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of any such absent or disqualified member or alternate member. Any such committee, to the extent provided in the resolution of the Board of Directors, shall have and may exercise all the powers and authority of the Board of Directors in the management of the property, business and affairs of the corporation, and may authorize the seal of the corporation to be affixed to all papers which may require it; but no such committee shall have the power or authority of the Board of Directors in reference to amending the Certificate of Incorporation, adopting any agreement of merger or consolidation, recommending to the Members the sale, lease or exchange of all or substantially all of the corporation's property and assets, recommending to the Members a dissolution of the corporation or a revocation of a dissolution, or amending the By-laws of the corporation. Each such committee shall keep regular minutes of its proceedings and report the same to the Board of Directors when required. A majority vote of all the members of any such committee may fix its rules or procedure, determine its actions and fix the time and place within or without the State of Delaware for its meetings and specify the number of members required to constitute a quorum and what notice thereof, if any, shall be given, unless the Board of Directors shall otherwise provide. The Board of Directors may at any time fill vacancies in, change the membership of, or discharge any such committee.
Section 14. Reimbursement of Directors.
The directors may be paid their expenses, if any, of attendance at each meeting of the Board of Directors or any committee thereof or in carrying out their duties to the corporation. This paragraph shall not preclude any director from serving the corporation in any other capacity and receiving compensation in such capacity.
Section 15. Action Without a Meeting.
Any action required or permitted to be taken by the Board of Directors or any committee thereof may be taken without a meeting if all members of the Board of Directors or the committee consent in writing to the adoption of a resolution authorizing the action. The resolution and the written consents thereto by the members of the Board of Directors or committee shall be filed with the minutes of the proceedings of the Board of Directors or committee.
Section 16. Presence at Meeting by Telephone.
Members of the Board of Directors or any committee thereof may participate in a meeting of the Board of Directors 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. Participation in a meeting by such means shall constitute presence in person at the meeting.
Section 17. Waiver of Notice.
Whenever notice is required by law or these by-laws to be given to any director, a written waiver thereof, signed by such director, whether before or after the time stated therein, shall be deemed equivalent to notice.
ARTICLE III
Officers
Section 1. Officers.
The Board of Directors shall annually, at the first meeting of the Board of Directors after the annual meeting of Members, elect a President, one or more Vice Presidents, a Secretary, and a Treasurer. The Board of Directors may from time to time elect or appoint such additional officers as it may determine. Such additional officers shall have such authority and perform such duties as the Board of Directors may from time to time prescribe.
Section 2. Term of Office.
The President, each Vice President, the Secretary and the Treasurer shall each, unless otherwise determined by the Board of Directors, hold office until the first meeting of the Board of Directors following the next annual meeting of Members and until his or her successor has been elected and qualified, or until his or her earlier death, resignation or removal. Each additional officer appointed or elected by the Board of Directors shall hold office for such term as shall be determined from time to time by the Board of Directors and until his or her successor has been elected or appointed and qualified, or until his or her earlier death, resignation or removal.
Section 3. Removal.
Any officer may be removed or have his or her authority suspended by the Board of Directors at any time, with or without cause.
Section 4. Resignation.
Any officer may resign at any time by giving written notice to the corporation. Such resignation shall take effect at the time specified therein; unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.
Section 5. Vacancies.
A vacancy in any office arising for any reason may be filled by the Board of Directors.
Section 6. The President.
The President shall be the chief executive officer of the corporation. He or she shall preside at all meetings of Members and of the Board of Directors. He or she shall have the powers and duties of immediate supervision and management of the corporation which usually pertain to his or her office, and shall perform all such other duties as are properly required of him or her by the Board of Directors.
Section 7. The Vice Presidents.
The Vice Presidents may be designated by such title or titles as the Board of Directors may determine, and each Vice President in such order of seniority as may be determined by the Board of Directors shall, in the absence or disability of the President, or at his or her request, perform the duties and exercise the powers of the President. Each of the Vice Presidents also shall have such powers as usually pertain to his or her office and shall perform such duties as usually pertain to his or her office or as are properly required of him or her by the Board of Directors.
Section 8. The Secretary and Assistant Secretaries.
The Secretary shall issue notices of all meetings of Members and of the Board of Directors where notices of such meetings are required by law or these by-laws. He or she shall attend meetings of Members and of the Board of Directors and keep the minutes thereof in a book or books to be provided for that purpose. He or she shall affix the corporate seal to and sign such instruments as require the seal and his or her signature and shall perform such other duties as usually pertain to his or her office or as are properly required of him or her by the Board of Directors. The Assistant Secretaries may, in the absence or disability of the Secretary, or at his or her request or the request of the President, perform the duties and exercise the powers of the Secretary, and shall perform such other duties as the Board of Directors shall prescribe.
Section 9. The Treasurer and Assistant Treasurers.
The Treasurer shall have the care and custody of all the moneys and securities of the corporation. He or she shall cause to be entered in the books of the corporation to be kept for that purpose full and accurate accounts of all moneys received by him or her and paid by him or her on account of the corporation. He or she shall make and sign such reports, statements and instruments as may be required of him or her by the Board of Directors or by the laws of the United States or of any state, country or other jurisdiction in which the corporation transacts business, and shall perform such other duties as usually pertain to his or her office or as are properly required of him or her by the Board of Directors. The Assistant Treasurers may, in the absence or disability of the Treasurer, or at his or her request or the request of the President, perform the duties and exercise the powers of the Treasurer, and shall perform such other duties as the Board of Directors shall prescribe.
Section 10. Officers Holding Two or More Offices.
Any two or more offices may be held by the same person but no officer shall execute, acknowledge or verify any instrument in more than one capacity if such instrument is required by law or otherwise to be executed or verified by two or more officers.
Section 11. Duties of Officers May be Delegated.
In case of the absence or disability of any officer of the corporation, or in case of a vacancy in any office or for any other reason that the Board of Directors may deem sufficient, the Board of Directors, except as otherwise provided by law, may temporarily delegate the powers or duties of any officer to any other officer or to any director.
Section 12. Compensation.
The compensation of all officers shall be determined by the Board of Directors. The compensation of all other employees shall be fixed by the President within such limits as may be prescribed by the Board of Directors.
Section 13. Security.
The corporation may secure the fidelity of any or all of its officers or agents by bond or otherwise, as may be required from time to time by the Board of Directors.
ARTICLE IV
Indemnification of Officers and Directors
Section 1. Right of Indemnification.
Each director and officer of the corporation, whether or not then in office, shall be indemnified by the corporation for the defense of, or in connection with, any threatened, pending or completed actions or proceedings and appeals therein, whether civil, criminal, administrative or investigative, in accordance with and to the fullest extent permitted by the General Corporation Law of the State of Delaware or other applicable law, as such law now exists or may hereafter be adopted or amended; provided, however, that the corporation shall provide indemnification in connection with an action or proceeding (or part thereof) initiated by such a director or officer only if such action or proceeding (or part thereof) was authorized by the Board of Directors.
Section 2. Advancement of Expenses.
Expenses incurred by a director or officer in connection with any action or proceeding as to which indemnification may be given under Section 1 of this Article V may be paid by the corporation in advance of the final disposition of such action or proceeding upon (a) the receipt of an undertaking by or on behalf of such director or officer to repay such advancement in case such director or officer is ultimately found not to be entitled to indemnification as authorized by this Article V and (b) approval by the Board of Directors acting by a quorum consisting of directors who are not parties to such action or proceeding or, if such a quorum is not obtainable, then approval by the Members. To the extent permitted by law, the Board of Directors or, if applicable, the Members, shall not be required to find that the director or officer has met the applicable standard of conduct provided by law for indemnification in connection with such action or proceeding before the corporation makes any advance payment of expenses hereunder.
Section 3. Availability and Interpretation.
To the extent permitted under applicable law, the rights of indemnification and to the advancement of expenses provided in this Article V (a) shall be available with respect to events occurring prior to the adoption of this Article V, (b) shall continue to exist after any rescission or restrictive amendment of this Article V with respect to events occurring prior to such rescission or amendment, (c) shall be interpreted on the basis of applicable law in effect at the time of the occurrence of the event or events giving rise to the action or proceeding or, at the sole discretion of the director or officer, on the basis of applicable law in effect at the time such rights are claimed and (d) shall be in the nature of contract rights that may be enforced in any court of competent jurisdiction as if the corporation and the director or officer for whom such rights are sought were parties to a separate written agreement.
Section 4. Other Rights.
The rights of indemnification and to the advancement of expenses provided in this Article V shall not be deemed exclusive of any other rights to which any director or officer of the corporation or other person may now or hereafter be otherwise entitled whether contained in the Certificate of Incorporation, these by-laws, a resolution of the Board of Directors or an agreement. Without limiting the generality of the foregoing, the rights of indemnification and to the advancement of expenses provided in this Article IV shall not be deemed exclusive of any rights, pursuant to statute or otherwise, of any director or officer of the corporation or other person in any action or proceeding to have assessed or allowed in his or her favor, against the corporation or otherwise, his or her costs and expenses incurred therein or in connection therewith or any part thereof.
Section 5. Severability.
If this Article V or any part hereof shall be held unenforceable in any respect by a court of competent jurisdiction, it shall be deemed modified to the minimum extent necessary to make it enforceable, and the remainder of this Article V shall remain fully enforceable.
ARTICLE V
Finances
Section 1. Corporate Funds.
The fund of the corporation shall be deposited in its name with such banks, trust companies or other depositories as the Board of Directors may from time to time designate. All checks, notes, drafts and other negotiable instruments of the corporation shall be signed by such officer or officers, employee or employees, agent or agents as the Board of Directors may from time to time designate. No officers, employees or agents of the corporation, alone or with others, shall have power to make any checks, notes, drafts or other negotiable instruments in the name of the corporation or to bind the corporation thereby, except as provided in this Section 1.
Section 2. Fiscal Year.
The fiscal year of the corporation shall be the calendar year unless otherwise provided by the Board of Directors.
Section 3. Reserves.
The Board of Directors may set aside out of any funds of the corporation legally available for such purposes such sum or sums as the Board of Directors from time to time in its discretion shall deem proper as a reserve for working capital, for contingencies, or for such other purpose or purposes as the Board of Directors shall deem conducive to the interests of the corporation, and the Board of Directors may modify or abolish any such reserve in the manner in which it was created.
ARTICLE VI
Corporate Seal
Section 1. Form of Seal.
The corporate seal shall have inscribed thereon the name of the corporation, the year of its incorporation and the words "Corporate Seal" and "Delaware", and shall otherwise be in such form as shall be prescribed from time to time by the Board of Directors.
Section 2. Use of Seal.
The corporate seal may be used by causing it or a facsimile thereof to be impressed or affixed or reproduced in any manner.
ARTICLE VII
Amendments
Section 1. Procedure for Amending By-Laws.
By-laws of the corporation may be adopted, amended or repealed at any meeting of Members, notice of which shall have referred to the proposed action, by the vote of a majority of the Members of the corporation then entitled to vote at an election of directors.
Adopted Nov. 2017