Bylaws of the Open Library Society, Inc.

Article O: Purpose

Section 0: Purpose. The Open Library Society, Inc., hereinafter referred to as the “Corporation”, shall have the purposes as set out in its Certificate of Incorporation.

Article 1: Members

Section 1: Members. The Corporation shall have no members.

Article 2: Board of Directors

Section 1. Powers. The Board of Directors shall have the general power to control and manage the affairs and property of the Corporation in accordance with the purposes and limitations set forth in the Certificate of Incorporation.

Section 2. Number of Directors. The number of directors which will compose the initial Board of Directors shall be three. The Board may be expanded to five directors by unanimous consent of the directors without amending either the bylaws or the Certificate of Incorporation.

Section 3. Election and Term of Office. The initial directors shall be the persons named in the Certificate of Incorporation. The initial directors shall hold office for five years, or until such time as they resign. For any other directors, the term of office shall be fixed by the board of directors at the time when the director is elected. Directors may be elected to any number of consecutive terms. To become a director, a person shall be nominated by a then existing director and elected by the majority of the Board of Directors.

Section 4. Removal. Any director may be removed at any time for cause by a vote of the majority of the entire Board of Directors at any special meeting of the Board called for that purpose, provided that at least one week's notice of the proposed action shall have been given to the entire Board of Directors then in office.

Section 5. Vacancies. Vacancies on the Board of Directors may be filled by a vote of the majority of the remaining directors. A vacancy on the Board shall be deemed to exist upon the death, resignation, or removal of any director.

Section 6. Resignation. Any director may resign from office at any time. Such resignation shall be made in writing, and shall take effect at the time specified therein, or, if no time is specified, at the time of its receipt by the Corporation or its Chief Executive. The acceptance of a resignation by the Board of Directors shall not be necessary to make it effective, but no resignations shall discharge any accrued obligation or duty of a director.

Article 3. Meetings of the Board of Directors

Section 1. Directors Meetings. The Board of Directors shall set all meetings of the Board, both regular and special, pursuant to these Bylaws. Such meetings may be held both within and without the state of incorporation as designated by the Board. Such meetings may be held by any telecommunications method which permits all directors to simultaneously hear each other and communicate with each other in real time. The Chief Executive shall designate a director or officer to be responsible for preparing minutes of directors’ meetings and for authenticating records of the corporation.

Section 2. Regular Meetings. Regular meetings of the Board of Directors may be held without notice at such time and place as set by the Board of Directors. If the date for the regular meeting falls on a holiday or weekend, the meeting shall be held on the next business day. No notice for a regular meeting set in these Bylaws need be given. There shall be at least one regular meeting each year. If the directors do not otherwise set a date for the meeting, it shall be the first Monday in November.

Section 3. Special Meetings. Special meetings of the Board of Directors may be called by the Chief Executive upon receipt of a written request to do so from a director. Notice of Special Meetings shall be given to each director at least two days prior to the meeting.

Section 4. Quorum. At any meeting of the Board of Directors no action may be undertaken unless a quorum of directors is present. A quorum of directors shall constitute a majority of duly elected and appointed directors. Unless state law, the articles of incorporation or these bylaws specify a higher percentage, every act or resolution of the Board shall need only a majority vote of the quorum to pass.

Section 5. Board Action Without Meeting. Any action would could be taken by the Board of Directors at a meeting may be taken without a meeting if the action is taken by all members of the Board. The action must be evidenced by one or more written consents (which may be in electronic form) describing the action taken, signed by each director, and included in the minutes or filed with the corporate records reflecting the action taken. Action taken under this section is effective when the last director signs the consent, unless the consent specifies a different effective date.

Section 6. Compensation of Directors. The corporation may pay any expenses incurred by its directors in attending any meeting of the Board. In addition, the directors may be paid a salary or a fixed amount for attending the meeting as set by the Board. The receipt of any payment for services rendered as a director shall not prevent the person from serving the Corporation in any other capacity and receiving compensation for such other work.

Article 3. Notices

Section 1. Notices to directors and others. All notices to directors and others may be oral or written. Notice may be delivered in person, by mail, telephone, telefax, voice mail, E-mail, Internet telephony or other electronic means. If these forms of personal notice are impracticable, notice may be delivered by radio, television, posting on the Foundation web page, or other form of public broadcast communication. Oral notice is effective when communicated if communicated in a manner that is comprehensible. Written notice is effective

  1. upon deposit in the U.S. mail, if mailed post paid and correctly addressed to the recipient’s address shown in the corporation’s current records, or
  2. when electronically transmitted to the recipient in a manner authorized by the recipient.

Section 2. Waiver of Notice. If a person who is entitled to vote at any meeting is not given such a valid notice of the meeting, no action undertaken at such meeting will be valid unless the person gives a valid waiver of notice. A waiver of notice is accomplished by:

  1. Being present at the meeting and either not objecting to the meeting or entering oral consent to the meeting on the record, or
  2. Executing a written waiver of notice for the meeting and the business to be transacted therein, whether before or after the meeting.

Once a waiver of notice has been validly executed, the transaction undertaken at the meeting, if a quorum was present, shall be as valid as if the meeting had been properly called and noticed.

Article 4. Officers

Section 1. Appointment. The Board of Directors shall appoint a Chief Executive. In addition, it may, but is not required to, appoint other officers for the Corporation. The Board of Directors may appoint assistants to any appointed officers as it deems appropriate. Any person can hold two or more offices unless precluded by state law. Any appointment of officers shall normally occur, except for the filling of vacancies, at the annual meeting of directors.

Section 2. Chief Executive. The Chief Executive shall preside at all meetings of the board of directors. The Chief Executive shall have general supervision over the affairs of the corporation, and shall keep the board of directors fully informed about the activities of the corporation. She or he shall have the power to sign and execute a loan in the name of the corporation, all contracts authorized either generally or specifically by the Board of Directors, unless the Board of Directors shall specifically require an additional signature. The Chief Executive shall perform all the duties incident to the office of the Chief Executive, and shall perform other duties as may, from time to time, be assigned by the Board of Directors.

Section 3. Officers' Salaries. The Board of Directors shall set by resolution the salaries and compensation to be paid by the Corporation to any officers.

Section 4. Officers' Term of Office. The term of office for any officers of the Corporation shall continue to their death, resignation or removal. Any officer may be removed from office by the Board of Directors at any time by a majority vote with or without cause. Any vacancy in any office of the Corporation may be filled by the Board of Directors. Any officer may resign at any time by giving written notice to the Board of Directors. A resignation shall take effect on the date specified in the notice unless the Board of Directors votes to have a sooner date and removes the resigning officer prior to the effective date of the resignation.

Article 5: Office and Books

Section 1. Office. The office of the Corporation shall be located at such place as the Board of Directors may from time to time determine.

Section 2. Books. There shall be kept at the office of the Corporation correct books of account of the activities and transactions of the Corporation including a minute book, which shall contain a copy of the certificate of incorporation, copy of these bylaws and all the minutes of meetings of the board of directors.

Article 6: Financial Matters

Section 1: Indemnification. The corporation shall indemnify directors, any officers, employees, and volunteers of the corporation to the maximum extent permitted by Section 721 through 726 of the Not-for-profit Corporation Law, and any amends thereto.

Section 2. Loans. The corporation may not lend money to or guarantee the obligation of a director or officer.

Section 3. Checks, Notes and Contracts. The Board of Directors is authorized to select the banks or depositories it deems proper for the funds of the Corporation and shall determine who shall be authorized in the Corporation's behalf to sign bills, notes, receipts, acceptances, endorsements, checks, releases, contracts and documents.

Section 5. Investments. The funds of the Corporation may be retained in whole or in part in cash or be invested and reinvested from time to time in such property, real, personal or otherwise, including stocks, bonds or other securities, as the Board of Directors may deem desirable.

Article 7: Amendments

Section 1. Amendments. Amendments may be made to these bylaws which do not conflict with the Certificate of Incorporation or the laws of New York State. Amendments shall require a majority of the directors then in office. All directors must be given at least 5 days notice before any meeting at which amendments to the bylaws will be voted upon. The notice must state that amendment of the bylaws will be a subject of the meeting. The notice must contain or be accompanied by a copy or summary of the proposed amendment or state the general nature of the proposed amendment.

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