Bylaws of Codice Foundation, Inc.

An Arizona 501(c)(3) Corporation

ARTICLE I NAME

Section 1. NAME. The name of this corporation is Codice Foundation, Inc.

ARTICLE II OFFICES

Section 1. PRINCIPAL OFFICE. The principal office for the transaction of the activities and affairs of the corporation (principal office) is located at 16793 West Apache Street, Goodyear, Arizona 85338. The board of directors may change the principal office from one location to another. This Section may be amended to state a new location.

Section 2. OTHER OFFICES. The board may at any time establish branch or subordinate offices at any place or places where the corporation is qualified to conduct its activities.

ARTICLE III PURPOSES AND LIMITATIONS

Section 1. GENERAL PURPOSES. This corporation is a 501(c)(3) nonprofit corporation and is not organized for the private gain of any person or corporation.

Section 2. SPECIFIC PURPOSES. Within the context of the general purposes stated above, this corporation shall: (1) be a clearing house for best practices and lessons learned in moving technlogy from closed environments into the open, while satisfying ITAR or similar restrictions; (2) provide infrastructure and support for the operation of government projects founded on open source principles (3) educate civilians, military, industry, academia, and the public in the use, creation, management, and advantages of open source technology coming out of the government space; (4) enable government and military communities, industry and technology authors to distribute technology and associated documentation freely that they otherwise would not distribute; (5) and advocate for open source principles.

Section 3. LIMITATIONS. This corporation shall not, except to an insubstantial degree, engage in any activities or exercise any powers that are not in furtherance of the purposes of this corporation, and the corporation shall not carry on any other activities not permitted to be carried on (a) by a corporation exempt from federal income tax under Section 501(c)(3) of the Internal Revenue Code of 1954 or the corresponding provision of any future United States internal revenue law, or (b) by a corporation, contributions to which are deductible under Section 170(c)(2) of the Internal Revenue Code of 1954 or the corresponding provision of any future United States internal revenue law.

No substantial part of the activities of this corporation shall consist of carrying on propaganda, or otherwise attempting to influence legislation, and this corporation shall not participate in or intervene in (including publishing or distributing statements) any political campaign on behalf of any candidate for public office.

No part of the net earnings of this corporation shall inure to the benefit of any of its directors, trustees, officers, private shareholders or members, or to individuals.

On the winding up and dissolution of this corporation, after paying or adequately providing for the debts, obligations, and liabilities of the corporation, the remaining assets of this corporation shall be distributed to such organization (or organizations) organized and operated exclusively for educational purposes which has established its tax-exempt status under Section 501(c)(3) of the Internal Revenue Code of 1954 (or the corresponding provision of any future United States internal revenue law).

The corporation will distribute its income for each tax year at such time and in such manner as not to become subject to the tax on undistributed income imposed by Section 4942 of the Internal Revenue Code of 1954 or corresponding provisions of any later federal tax laws.

The corporation will not engage in any act of self-dealing as defined in Section 4941(d) of the Internal Revenue Code of 1954, or corresponding provisions of any later federal tax laws.

The corporation will not retain any excess business holdings as defined in Section 4943(c) of the Internal Revenue Code of 1954, or corresponding provisions of any later federal tax laws.

The corporation will not make any investments in such manner as to subject it to tax under Section 4944 of the Internal Revenue Code of 1954, or corresponding provisions of any later federal tax laws.

The corporation will not make any taxable expenditures as defined in Section 4945(d) of the Internal Revenue Code of 1954, or corresponding provisions of any later federal tax laws.

ARTICLE IV MEMBERS

Admission of Members. To be eligible for membership, a person or entity must be nominated by a current member of the corporation and must complete a written membership application in such form as shall be adopted by the Board of Directors from time to time. The nomination must be included in a notice to the members, if any, of the corporation at least ten (10) days prior to any vote on the applicant's admission, which notice may be by electronic means. The initial members of the corporation shall be admitted upon the affirmative vote of the Board of Directors of the Corporation at the initial meeting of the Board of Directors. Thereafter, members of the corporation shall be admitted as members of the corporation only by a majority vote of the existing members of the corporation, and after receipt by the Secretary of a membership application completed by each such proposed member within thirty (30) days following the vote.

ARTICLE V DIRECTORS

Section 1. GENERAL CORPORATE POWERS. Subject to the provisions and limitations of the Arizona law and any other applicable laws, the corporation’s activities and affairs shall be managed, and all corporate powers shall be exercised, by or under the direction of the board.

Section 2. SPECIFIC POWERS. Without prejudice to the general powers set forth in Section 1 of this Article, but subject to the same limitations, the directors shall have the power to:

  • Appoint and remove, at the pleasure of the board, all the corporation’s officers, agents, and employees; prescribe powers and duties for them that are consistent with law, with the articles of organization, and with these bylaws; and fix their compensation and require from them security for faithful performance of their duties;
  • Change the principal office or the principal business office in Arizona from one location to another; and cause the corporation to be qualified to conduct its activities in any other state, territory, dependency, or country and conduct its activities within or outside Arizona;
  • Adopt and use a corporate seal; and alter the forms of the seal and certificates;
  • Borrow money and incur indebtedness on behalf of the corporation and cause to be executed and delivered for the corporation’s purposes, in the corporate name, promissory notes, bonds, debentures, deeds of trust, mortgages, pledges, hypothecations, and other evidences of debt and securities.

Section 3. AUTHORIZED NUMBER AND QUALIFICATIONS. The board of directors shall consist of at least 3 but no more than 9 directors until changed by amendment to these bylaws. The exact number of directors shall be fixed, within those limits, by a resolution adopted by the board of directors.

Section 4. RESTRICTION ON INTERESTED PERSONS AS DIRECTORS. No more than forty-nine percent (49%) of the persons serving on the board may be interested persons. An interested person is (a) any person compensated by the corporation for services rendered to it within the previous 12 months, whether as a full-time or part-time employee, independent contractor, or otherwise, excluding any reasonable compensation paid to a director as a director; and (b) 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 such person. However, any violation of the provisions of this paragraph shall not affect the validity or enforceability of any transaction entered into by the corporation.

Section 5. ELECTION, DESIGNATION, AND TERM OF OFFICE.

(a) Initially, one third of the directors shall be elected to a term ending on April 1, 2016, one third of the directors shall be elected to a term ending on April 1, 2017 and one third of the directors shall be elected to a term ending on April 1, 2018. Thereafter, all terms shall be three years and, except as provided below, the director shall serve until a successor has been elected by the board of directors. Thereafter, each successor director shall be elected by a majority of the board of directors. Each director, including a director elected or appointed to fill a vacancy shall hold office until expiration of the term for which elected or appointed, and until a successor has been elected and qualified.

(b) In the event of a director’s elected term having expired and two or more meetings of the Board or ninety (90) calendar days (whichever is less) having passed since the expiry of the director’s term without a new director having been elected, the term of such director shall be terminated.

(c) A director may be removed from the Board at any time prior to the expiry of such director’s term for any reason by a vote of two thirds of the authorized members of the Board or if less than all of the authorized members of the Board have been elected, then a quorum of the elected Board members at two meetings of the Board, the second of which shall be more than forty five (45) days after the first Board meeting and for which a vote of a majority of the authorized members of the Board if less than all of the authorized members of the Board have been elected, then a quorum of the elected Board members at such second meeting of the Board . A director may be removed from the Board at any time prior to the expiry of such director’s term for cause as defined in a resolution of the Board by a vote of two thirds of the authorized members of the Board or if less than all of the authorized members of the Board have been elected, then a quorum of the elected Board members then elected at a single meeting of the Board.

Section 6. EVENTS CAUSING VACANCY. A vacancy or vacancies on the board shall exist on the occurrence of the following: (a) the death or resignation of any director, (b) the declaration by resolution of the board of a vacancy in the office of a director who has been declared of unsound mind by an order of court or convicted of a felony, or, if the corporation holds assets in charitable trust, has been found by a final order or judgment of any court to have breached a duty arising under Title 29, Section 733 of the Arizona Revised Statutes (ARS); (c) the increase of the authorized number of directors, or (d) a removal or resignation as provided in this Article.

Section 7. RESIGNATIONS. Except as provided below, any director may resign by giving written notice to the chairman of the board, if any, or to the president or the secretary of the board. The resignation shall be effective when the notice is given unless it specifies a later time for the resignation to become effective. If a director’s resignation is effective at a later time, the board may elect a successor to take office when the resignation becomes effective.

Section 8. FILLING VACANCIES. Vacancies on the board may be filled by a majority of the directors then in office, whether or not less than a quorum, or by a sole remaining director.

Section 9. NO VACANCY ON REDUCTION OF NUMBER OF DIRECTORS. No reduction of the authorized number of directors shall have the effect of removing any director before that director’s term of office expires.

Section 10. PLACE OF DIRECTORS’ MEETINGS. Meetings of the board shall be held at any place within or outside Arizona that has been designated by resolution of the board or in the notice of the meeting or, if not so designated, at the principal office of the corporation.

Section 11. DIRECTORS’ MEETINGS BY TELEPHONE OR OTHER ELECTRONIC MEANS OF COMMUNICATION. Any meeting may be held by conference telephone or by other electronic means of communication, as long as all directors participating in the meeting can hear one another or read what each other is saying. All such directors shall be deemed to be present in person at such a meeting.

Section 12. INITIAL DIRECTORS’ MEETING. The board shall hold a regular meeting for purposes of organization, election of officers, and the transaction of other business. Notice of this meeting is not required.

Section 13. OTHER REGULAR MEETINGS. Other regular meetings of the board may be held without notice at such time and place as the board may fix from time to time.

Section 14. AUTHORITY TO CALL SPECIAL MEETINGS. Special meetings of the board for any purpose may be called at any time by the chairman of the board, if any, the president or any vice president, or the secretary or any two directors.

Section 15. MANNER OF GIVING NOTICE OF SPECIAL MEETINGS. Notice of the time and place of special meetings shall be given to each director by one of the following methods: (a) by personal delivery of written notice; (b) by first-class mail, postage prepaid; (c) by telephone, either directly to the director or to a person at the director’s office who would reasonably be expected to communicate that notice promptly to the director; or (d) by electronic mail. All such notices shall be given or sent to the director’s address, telephone number, or electronic mail address as shown on the records of the corporation.

Section 16. TIME REQUIREMENTS FOR NOTICES OF SPECIAL MEETINGS. Notices of special meetings sent by first-class mail shall be deposited in the United States mails at least four days before the time set for the meeting. Notices given by personal delivery, telephone, or electronic mail shall be delivered, telephoned, or transmitted by electronic mail at least 48 hours before the time set for the meeting.

Section 17. CONTENTS OF NOTICES OF SPECIAL MEETINGS. The notice of a special meeting shall state the time of the meeting, and the place if the place is other than the principal office of the corporation. It need not specify the purpose of the meeting.

Section 18. QUORUM FOR DIRECTORS’ MEETINGS. Three directors shall constitute a quorum for the transaction of business, except to adjourn; provided however if less than all of the authorized directors have been elected, no less than one fifth of the authorized number of directors or two (2) whichever is greater. Every action taken or decision made by a majority of the directors present at a duly held meeting at which a quorum is present shall be the act of the board, subject to the more stringent provisions of Arizona law and including, without limitation, those provisions relating to (a) approval of contracts or transactions between the corporation and one or more directors or between the corporation and any entity in which a director has a material financial interest, (b) creation of and appointments to committees of the board, and (c) indemnification of directors. A meeting at which a quorum is initially present may continue to transact business, despite the withdrawal of directors, if any action taken or decision made is approved by at least a majority of the required quorum for that meeting.

Section 19. WAIVER OF NOTICE OF DIRECTORS’ MEETING. Notice of a meeting need not be given to any director who, either before or after the meeting, signs a waiver of notice, a written consent to the holding of the meeting, or an approval of the minutes of the meeting. The waiver of notice or consent need not specify the purpose of the meeting. All such waivers, consents, and approvals shall be filed with the corporate records or made a part of the minutes of the meetings. Notice of a meeting need not be given to any director who attends the meeting and does not protest, before or at the commencement of the meeting, the lack of notice to him or her.

Section 20. ADJOURNMENT OF DIRECTORS’ MEETING. A majority of the directors present, whether or not a quorum is present, may adjourn any meeting to another time and place.

Section 21. NOTICE OF ADJOURNED DIRECTORS’ MEETING. Notice of the time and place of holding an adjourned meeting need not be given unless the original meeting is adjourned for more than 24 hours. If the original meeting is adjourned for more than 24 hours, notice of any adjournment to another time and place shall be given, before the time of the adjourned meeting, to the directors who were not present at the time of the adjournment.

Section 22. ACTION WITHOUT A DIRECTORS’ MEETING. Any action that the board is required or permitted to take may be taken without a meeting if all members of the board consent in writing to that action. Such action by written consent shall have the same force and effect as any other validly approved action of the board. All such consents shall be filed with the minutes of the proceedings of the board.

Section 23. COMPENSATION AND REIMBURSEMENT OF DIRECTORS. Directors may receive such compensation, if any, for their services, and such reimbursement of expenses, as may be determined by board resolution to be just and reasonable as to the corporation at the time the resolution is adopted.

Section 24. COMMITTEES OF THE BOARD. The board, by resolution adopted by a majority of the directors then in office, provided a quorum is present, may create one or more committees, each consisting of two or more directors, and no persons who are not directors, to serve at the pleasure of the board which shall be the voting members of the committee. The committee may have one or more members who are not directors; such committee members shall be either be (i) “advisory members” who shall not have any voting rights on the committee or (ii) voting members in which case the actions of the committee shall be advisory and need to be approved by the Board to be effective. Any such committee shall limit its activities to the accomplishment of the tasks for which it was appointed and shall have no power to act except as specifically conferred by action of the Board. Upon completion of the tasks for which created, a committee shall be discharged. Appointments to committees of the board shall be by majority vote of the authorized number of directors. The board may appoint one or more directors as alternate members of any such committee, who may replace any absent member at any meeting. Any such committee, to the extent provided in the board resolution, shall have all the authority of the board except that no committee, regardless of board resolution, may:

  • Fill vacancies on the board or on any committee that has the authority of the board;
  • Fix compensation of the directors for serving on the board or on any committee;
  • Amend or repeal bylaws or adopt new bylaws;
  • Amend or repeal any board resolution that by its express terms is not so amendable or repealable;
  • Create any other committees of the board or appoint the members of committees of the board;
  • Expend corporate funds to support a nominee for director after more people have been nominated for director than can be elected; or
  • With respect to any assets held in charitable trust, approve any contract or transaction between the corporation and one or more of its directors or between the corporation and an entity in which one or more of its directors have a material financial interest.

Section 25. MEETINGS AND ACTION OF COMMITTEES OF THE BOARD. Meetings and actions of committees of the board shall be governed by, held, and taken in accordance with, the provisions of these bylaws concerning meetings and other board actions except that the time for regular meetings of such committees and calling of special meetings of such committees may be determined either by board resolution, or if there is none, by resolution of the committee. Minutes of each meting of any committee shall be kept and shall be filed with the corporate records. The board may adopt rules for the government of any committee that are consistent with these bylaws or, in the absence of rules adopted by the board, the committee may adopt such rules.

ARTICLE VI OFFICERS

Section 1. OFFICERS OF THE CORPORATION. The officers of the corporation shall be a president, a secretary, and a chief financial officer. The corporation may also have, at the board’s discretion, a chairman of the board, one or more vice presidents, one or more assistant secretaries, one or more assistant treasurers, and such other officers as may be appointed in accordance with Section 3 of this Article. Any number of offices may be held by the same person.

Section 2. ELECTION OF OFFICERS. The officers of the corporation, except those appointed under Section 3 of this Article, shall be chosen annually by the board and shall serve at the pleasure of the board, subject to the rights, if any, of any officer under any contract of employment.

Section 3. OTHER OFFICERS. The board may appoint and may authorize the chairman of the board, the president, or other officer to appoint any other officers that the corporation may require. Each officer so appointed shall have the title, hold office for the period, have the authority, and perform the duties specified in the bylaws or determined by the board.

Section 4. REMOVAL OF OFFICERS. Without prejudice to any rights of an officer under any contract of employment, an officer may be removed with or without cause by the board, and also, if the board did not choose the officer, by any officer on whom the board may confer that power of removal.

Section 5. RESIGNATION OF OFFICERS. Any officer may resign at any time by giving written notice to the corporation. The resignation shall take effect as of the date the notice is received or at any later time specified in the notice and, unless otherwise specified in the notice, the resignation need not be accepted to be effective. Any resignation shall be without prejudice to the rights, if any, of the corporation under any contract to which the officer is a party.

Section 6. VACANCIES IN OFFICE. A vacancy in any office because of death, resignation, removal, disqualification, or any other cause shall be filled in the manner prescribed in these bylaws for regular appointments to that office, provided, however, that vacancies need not be filled on an annual basis.

Section 7. RESPONSIBILITIES OF THE CHAIRMAN OF THE BOARD. If a chairman of the board is elected, he or she shall preside at board meetings and shall exercise and perform such other powers and duties as the board may assign from time to time. If there is no president, the chairman of the board shall also be the chief executive officer and shall have the powers and duties prescribed by these bylaws for the president of the corporation.

Section 8. RESPONSIBILITIES OF THE PRESIDENT. Subject to such supervisory powers as the board may give to the chairman of the board, if any, and subject to the control of the board, the president shall be the general manager of the corporation and shall supervise, direct, and control the corporation’s activities, affairs, and officers. In the absence of the chairman of the board, or if there is none, the president shall preside at all board meetings. The president shall have such other powers and duties as the board or bylaws may prescribe.

Section 9. RESPONSIBILITIES OF VICE PRESIDENTS. In the absence or disability of the president, the vice presidents, if any, in order of their rank as fixed by the board or, if not ranked, a vice president designated by the board, shall perform all duties of the president. When so acting, a vice president shall have all powers of and be subject to all restrictions on the president. The vice presidents shall have such other powers and perform such other duties as the board or the bylaws may prescribe.

Section 10. RESPONSIBILITIES OF THE SECRETARY; BOOK OF MINUTES. The secretary shall keep or cause to be kept, at the corporation’s principal office or such other place as the board may direct, a book of minutes of all meetings, proceedings, and actions of the board and of committees of the board. The minutes of meetings shall include the time and place of holding, whether the meeting was annual, regular, or special and, if special, how authorized, the notice given, and the names of those present at board and committee meetings. The secretary shall keep or cause to be kept, at the principal office in California, a copy of the articles of incorporation and bylaws, as amended to date.

Section 11. RESPONSIBILITIES OF THE SECRETARY; NOTICES, SEAL, AND OTHER DUTIES. The secretary shall give, or cause to be given, notice of all meetings of members, of the board, and of committees of the board required by these bylaws to be given. The secretary shall have such other powers and perform such other duties as the board or the bylaws may prescribe.

Section 12. RESPONSIBILITIES OF THE CHIEF FINANCIAL OFFICER; BOOKS OF ACCOUNT. The chief financial officer shall keep and maintain, or cause to be kept and maintained, adequate and correct books and accounts of the corporation’s properties and transactions. The chief financial officer shall send or cause to be given to the directors such financial statements and reports as are required by law, by these bylaws, or by the board to be given. The books of account shall be open to inspection by any director at all reasonable times.

Section 13. RESPONSIBILITIES OF THE CHIEF FINANCIAL OFFICE; DEPOSIT AND DISBURSEMENT OF MONEY AND VALUABLES. The chief financial officer shall deposit, or cause to be deposited, all money and other valuables in the name and to the credit of the corporation with such depositories as the board may designate, shall disburse the corporation’s funds as the board may order, shall render to the president, chairman of the board, if any, and the board, when requested, an account of all transactions as chief financial officer and of the financial condition of the corporation, and shall have such other powers and perform such other duties as the board or the bylaws may prescribe.

Section 14. RESPONSIBILITIES OF THE CHIEF FINANCIAL OFFICER; BOND. If required by the board, the chief financial officer shall give the corporation a bond in the amount and with the surety or sureties specified by the board for faithful performance of the duties of the office and for restoration the corporation of all its books, papers, vouchers, money, and other property of any kind in the possession or under the control of the chief financial officer on his or her death, resignation, retirement, or removal from office.

Section 15. PROJECT MANAGEMENT COMMITTEES. In addition to the officers of the corporation, the Board of Directors may, by resolution, establish one or more Project Management Committees consisting of at least one officer of the corporation, who shall be designated chairman of such committee, and may include one or more other individuals as the Board or the chairman of the committee deems appropriate. Unless elected or appointed as an officer in accordance with Section 6.3 of these Bylaws, a member of a Project Management Committee shall not be deemed an officer of the corporation. All Project Management Committees shall be advisory in nature.

Each Project Management Committee shall be responsible for the active management of one or more projects identified by resolution of the Board of Directors which may include, without limitation, activities furthering the purposes of the Corporation as defined in Section 3.2 of these Bylaws. Subject to the direction of the Board of Directors, the chairman of each Project Management Committee shall be primarily responsible for project(s) managed by such committee, and he or she shall establish rules and procedures for the day to day management of project(s) for which the committee is responsible.

The Board of Directors of the corporation may, by resolution, terminate a Project Management Committee at any time.

ARTICLE VII INDEMNIFICATION

Section 1. RIGHT OF INDEMNITY. To the fullest extent permitted by law, this corporation shall indemnify its directors, officers, employees, and other persons described in conducting business affairs for the corporation, including persons formerly occupying any such position, against all expenses, judgments, fines, settlements, and other amounts actually and reasonably incurred by them in connection with any legal proceeding, and including any action by or in the right of the corporation, by reason of the fact that the person is or was a person prescribed to conduct affairs for the corporation.

Section 2. APPROVAL OF INDEMNITY. On written request to the board by any person seeking indemnification, the board shall promptly determine whether the applicable standard of conduct has been met and, if so, the board shall authorize indemnification, pursuant to Title 29, Section 610 (6) of the Arizona Revised Statutes.

Section 3. ADVANCEMENT OF EXPENSES. To the fullest extent permitted by law and except as otherwise determined by the board in a specific instance, expenses incurred by a person seeking indemnification under Sections 17 and 18 of this Article in defending any proceeding covered by those Sections shall be advanced by the corporation before final disposition of the proceeding, on receipt by the corporation of an undertaking by or on behalf of that person that the advance will be repaid unless it is ultimately determined that the person is entitled to be indemnified by the corporation for those expenses.

ARTICLE VIII INSURANCE

Section 1. INSURANCE. The corporation shall have the right to purchase and maintain insurance to the full extent permitted by law on behalf of its officers, directors, employees, and other agents, against any liability asserted against or incurred by any officer, director, employee, or agent in such capacity or arising out of the officer’s, director’s, employee’s, or agent’s status as such.

ARTICLE IX RECORDS AND REPORTS

Section 1. MAINTENANCE OF CORPORATE RECORDS. The corporation shall keep: (1) adequate and correct books and records of account; and (2) written minutes of the proceedings of its board and committees of the board.

Section 2. MAINTENANCE AND INSPECTION OF ARTICLES AND BYLAWS. The corporation shall keep at its principal office, or if its principal office is not in California, at its principal business office in this state, the original or a copy of the articles of incorporation and bylaws, as amended to date, which shall be open to inspection by the directors at all reasonable times during office hours.

Section 3. INSPECTION BY DIRECTORS. Every director shall have the absolute right at any reasonable time to inspect the corporation’s books, records, documents of every kind, physical properties, and the records of each of its subsidiaries. The inspection may be made in person or by the director’s agent or attorney. The right of inspection includes the right to copy and make extracts of documents.

Section 4. ANNUAL REPORT. An annual report shall be prepared within 120 days after the end of the corporation’s fiscal year. That report shall contain the following information in appropriate detail:

A balance sheet as of the end of the fiscal year, and an income statement and statement of changes in financial position for the fiscal year, accompanied by any report on them by independent accounts, or, if there is no such report, by the certificate of an authorized officer of the corporation that they were prepared without audit from the books and records of the corporation.

Any information that is required by Section 7 of this Article.

This Section shall not apply if the corporation receives less than $10,000 in gross revenues or receipts during the fiscal year.

Section 5. ANNUAL STATEMENT OF CERTAIN TRANSACTIONS AND INDEMNIFICATIONS. As part of the annual report, or as a separate document if no annual report is issued, the corporation shall annually prepare and furnish to each director a statement of any transaction or indemnification of the following kind within 120 days after the end of the corporation’s fiscal year:

Any transaction (i) in which the corporation, its parent, or its subsidiary was a party, (ii) in which an “interested person” had a direct or indirect material financial interest, and (iii) which involved more than $50,000, or was one of a number of transactions with the same interested person involving, in the aggregate, more than $50,000. For this purpose, an “interested person” is either of the following:

Any director or officer of the corporation, its parent, or subsidiary (but mere common directorship shall not be considered such an interest); or Any holder of more than 10 percent of the voting power of the corporation, its parent, or its subsidiary. The statement shall include a brief description of the transaction, the names of interested persons involved, their relationship to the corporation, the nature of their interest in the transaction and, if practicable, the amount of that interest, provided that if the transaction was with a partnership in which the interested person is a partner, only the interest of the partnership need be stated.

A brief description of the amounts and circumstances of any loans, guaranties, indemnifications, or advances aggregating more than $10,000 paid during the fiscal year to any officer or director of the corporation under Article 8 of these bylaws, unless the loan, guaranty, indemnification, or advance is not subject to the provisions of subdivision (a) of Section 7235(a) of that Code.

ARTICLE X CONSTRUCTION AND DEFINITIONS

Section 1. CONSTRUCTION AND DEFINITIONS. Unless the context requires otherwise, the general provisions, rules of construction, and definitions in the California Nonprofit Public Benefit Corporation Law shall govern the construction of these bylaws. Without limiting the generality of the preceding sentence, the masculine gender includes the feminine and neuter, the singular includes the plural and the plural includes the singular, and the term “person” includes both a legal entity and a natural person.

ARTICLE XI AMENDMENTS

Section 1. HIGH VOTE REQUIREMENT. If any provision of these bylaws requires the vote of a larger proportion of the board than is otherwise required by law, that provision may not be altered, amended, or repealed except by that greater vote.

CERTIFICATE OF SECRETARY

I certify that I am the duly elected and acting Secretary of Codice Foundation, Inc, an Arizona 501(c)(3) nonprofit corporation, that the above bylaws, consisting of pages, are the bylaws of this corporation as adopted by the board of directors on 29 March, 2013, and that they have not been amended or modified since that date.

Executed on 29 March, 2013.

____________________________________ Secretary

Contact
Contact us at (703) 594-1770 or email at info@codicefoundation.org.