Bylaws of Free State Project, Inc.
Adopted April 6, 2002
Revised: 12/15/02, 09/13/03, 10/04/03, 03/21/04, 06/15/04, 07/11/04, 01/28/05
The principal office of the Free State Project, Inc. (henceforth "FSP") is located in Washoe County, State of Nevada.
The designation of the county or state of the FSP's principal address may be changed by amendment of these Bylaws. The Board of Directors may change the principal office from one location to another within the named county by noting the changed address and effective date below, and such changes of address shall not be deemed, nor require, an amendment of these Bylaws:
370 Mt. Snow Ct., Reno, NV 89511 Dated: July 11, 2004
The FSP may also have offices at such other places, within or without its state of incorporation, where it is qualified to do business, as its business and activities may require, and as the Board of Directors may, from time to time, designate.
Primary activities. The primary activities of the FSP shall be: 1) the dissemination of information on the benefits of a coordinated move by advocates of the minimal state to a single state of the United States; 2) the distribution of a Statement of Intent (definition below) for signature by those willing to undertake such a move.
Prohibited activities. The FSP shall not attempt to influence the election of candidates to public office, nor shall the FSP attempt to influence the passage of any specific piece of legislation. The primary objective of the FSP is a coordinated move by persons of a specific ethical philosophy the achievement of this objective does not depend on any legislation. No part of the net earnings of the FSP shall inure to the benefit of, or be distributable to, its Directors, Officers, or other private persons, except that the FSP shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes of the FSP. The activities of the FSP shall be limited to exempt purposes as set forth in section 501(c)(4) of the Internal Revenue Code.
Dissolution. Should the FSP dissolve, its remaining assets shall be distributed for an exempt purpose.
Original Directors. There shall be seven Directors of the FSP. The original Directors of the FSP shall be Debra Ricketts, Henderson, Nevada; Elizabeth McKinstry, Hillsdale, Michigan; Robert Vroman Sternberg, St. Louis, Missouri; Jason Sorens, Asheville, North Carolina; Joseph Littlejohn, Vacaville, California. [The current Directors of the FSP can be seen on the website, freestateproject.org.] The Directors collectively shall be known as the Board of Directors. Subject to the provisions of the laws of Nevada and any limitations in the Articles of Incorporation and these Bylaws relating to action required or permitted to be taken or approved by the members, if any, of this corporation, the activities and affairs of this corporation shall be conducted and all corporate powers shall be exercised by or under the direction of the Board of Directors.
Replacing Directors. The Board may delegate the right of selection to FSP Participants and may set the terms, conditions, and requirements of a vote of the Participants. A Director may be removed only be a vote of 70 per cent of all sitting Directors or by voluntary resignation. In the event of a resignation or removal, a new Director shall be elected within a reasonable time period, not to exceed two months. Any new Director must be a signer of the Statement of Intent and of the age of majority or emancipation in the state of Nevada and in his or her state of residence. Should the position of any Director remain unfilled for greater than two months, the position shall be filled by a majority of whatever electorate the Board of Directors shall have previously established for the purpose.
Amendment of the Bylaws. These Bylaws, the whole or any part thereof, may be amended by the affirmative vote of all seven Directors.
Duties. It shall be the duty of the directors to:
Perform any and all duties imposed on them collectively or individually by law, by the Articles of Incorporation, or by these Bylaws;
Appoint and remove, employ and discharge, and, except as otherwise provided in these Bylaws, prescribe the duties and fix the compensation, if any, of all officers, agents, and employees of the Free State Project, Inc.;
Supervise all officers, agents, and employees of the Free State Project, Inc. to assure that their duties are performed properly;
Meet at such times as required by these Bylaws;
Register their addresses and e-mail addresses with the Secretary of the FSP, and notices of meetings mailed or e-mailed to them at such addresses shall be valid notices thereof.
Compensation. Directors shall serve without compensation except that a reasonable fee may be paid to Directors for attending regular and special meetings of the Board. In addition, they shall be allowed reasonable advancement or reimbursement of expenses incurred in the performance of their duties.
Meetings. The Board of Directors shall elect a Chair by agreement of a majority of all sitting Directors. Meetings shall be held if called by the Chair of the Board. The Chair of the Board must call a meeting when required by these Bylaws or when requested by any two members of the Board, as certified by the Secretary. At least one week's prior notice of the meeting must be given to all Directors by the Secretary. The Board of Directors may hold meetings on an emergency basis without one week notice, if all seven Directors agree. Meetings may be held in person or via telephone or electronic messaging, and notices of meetings may be given in likewise fashion. Meetings and valid votes must be held synchronously. Meetings of the Board shall be presided over by the Chair of the Board or, in his or her absence, by such person as chosen by a majority of Directors present at the meeting. The Secretary of the FSP shall act as secretary of all meetings of the Board provided that, in his or her absence, the presiding officer shall appoint another person to act as secretary of the meeting. Unless otherwise specified in these Bylaws, motions shall be adopted upon the affirmative vote of a majority of Directors present at a meeting. A meeting shall not be official unless a quorum of Directors is present. A quorum of Directors shall be defined as 70 per cent of sitting Directors.
Non-liability and Indemnification. The Directors shall not be personally liable for the debts, liabilities, and other obligations of the FSP. The Directors and Officers of the FSP shall be indemnified by the FSP to the fullest extent permissible under the laws of Nevada.
Electing Officers. Offices of President, Vice-President, Secretary, and Treasurer shall be maintained and filled expeditiously in the event of vacancies. The affirmative vote of a majority of all sitting Directors shall be sufficient to pass a motion of election or removal of any Officer. Any person may serve as an Officer of this corporation. Directors are not prohibited from serving as Officers, nor are individuals prohibited from serving in two or more Offices at once.
President. The President shall be the chief executive officer of the FSP and shall, subject to the control of the Board of Directors, supervise and control the affairs of the FSP and the activities of the Officers. He or she shall perform all duties incident to his or her office and such other duties as may be required by law, by the Articles of Incorporation, or by these Bylaws, or which may be prescribed from time to time by the Board of Directors. Except as otherwise expressly provided by law, by the Articles of Incorporation, or by these Bylaws, he or she shall, in the name of the FSP, execute such deeds, mortgages, bonds, contracts, checks, or other instruments which may from time to time be authorized by the Board of Directors.
Vice-President. In the absence of the President, or in the event of his or her inability or refusal to act, the Vice-President shall perform all the duties of the President, and when so acting shall have all the powers of, and be subject to, all the restrictions on the President. The Vice-President shall have other powers and perform such other duties as may be prescribed by law, by the Articles of Incorporation, or by these Bylaws, or as may be prescribed by the Board of Directors.
Secretary. The Secretary shall:
Certify and keep the original, or a copy, of these Bylaws as amended or otherwise altered to date, at his or her residence or in electronic format;
Keep at his or her residence, or in electronic format, a book of minutes of all meetings of the Directors, and, if applicable, meetings of committees of the FSP, recording therein the time and place of holding, whether regular or special, how called, how notice thereof was given, the names of those present or represented at the meeting, and the proceedings thereof;
See that all notices are duly given in accordance with the provisions of these Bylaws or as required by law;
Be custodian of the records and of the seal of the FSP and affix the seal, as authorized by law or the provisions of these Bylaws, to duly executed documents of the FSP;
Keep at his or her residence or in electronic format a record of the signers of the Statement of Intent, their names and addresses;
Exhibit at all reasonable times to any Director of the FSP, or to his or her agent or attorney, on request therefor, the Bylaws, the record of the signers of the Statement of Intent, and the minutes of the proceedings of the Directors of the FSP;
In general, perform all duties incident to the office of Secretary and such other duties as may be required by law, by the Articles of Incorporation, or by these Bylaws, or which may be assigned to him or her from time to time by the Board of Directors.
Treasurer. The Treasurer shall:
Have charge and custody of, and be responsible for, all funds and securities of the FSP, and deposit all such funds in the name of the FSP in such banks, trust companies, or other depositories as shall be selected by the Board of Directors;
Receive, and give receipt for, monies due and payable to the FSP from any source whatsoever;
Disburse, or cause to be disbursed, the funds of the FSP as may be directed by the Board of Directors, taking proper vouchers for such disbursements;
Keep and maintain adequate and correct accounts of the FSP's properties and business transactions, including accounts of its assets, liabilities, receipts, disbursements, gains, and losses;
Exhibit at all reasonable times the books of account and financial records to any Director of the FSP, or to his or her agent or attorney, on request therefor;
Render to the President and Directors, whenever requested, an account of any or all of his or her transactions as Treasurer and of the financial condition of the FSP;
Prepare, or cause to be prepared, and certify, or cause to be certified, the financial statements to be included in any required reports;
In general, perform all duties incident to the office of Treasurer and such other duties as may be required by law, by the Articles of Incorporation of the FSP, or by these Bylaws, or which may be assigned to him or her from time to time by the Board of Directors.
Compensation. The salaries of the Officers, if any, shall be fixed from time to time by resolution of the Board of Directors. In all cases, any salaries received by Officers of this corporation shall be reasonable and given in return for services actually rendered to or for the FSP.
Committees for special purposes may be formed, elected, and terminated by the agreement of a majority of all sitting Directors. These committees may consist of persons who are not also members of the Board and shall act in an advisory capacity to the Board.
Meetings of the Committees. Meetings and action of committees shall be governed by, noticed, held, and taken in accordance with the provisions of these Bylaws concerning meetings of the Board of Directors, with such changes in the context of such Bylaws provisions as are necessary to substitute the committee and its members for the Board of Directors and its members, except that the time for regular and special meetings of committees may be fixed by resolution of the Board of Directors or by the committee. The Board of Directors may also adopt rules and regulations pertaining to the conduct of meetings of committees to the extent that such rules and regulations are not inconsistent with the provisions of these Bylaws.
Execution of Instruments, Deposits, and Funds
Execution of Instruments. The Board of Directors, except as otherwise provided in these Bylaws, may by resolution authorize any Officer or agent of the FSP to enter into any contract or execute and deliver any instrument in the name of and on behalf of the FSP, and such authority may be general or confined to specific instances. Unless so authorized, no Officer, agent, or employee shall have any power or authority to bind the FSP by any contract or engagement or to pledge its credit or to render it liable monetarily for any purpose or in any amount.
Checks and Notes. Except as otherwise specifically determined by resolution of the Board of Directors, or as otherwise required by law, checks, drafts, promissory notes, orders for the payment of money, and other evidence of indebtedness of the FSP shall be signed by the Treasurer and countersigned by the President of the FSP.
Deposits. All funds of the FSP shall be deposited from time to time to the credit of the FSP in such banks, trust companies, or other depositories as the Board of Directors may select.
The Board of Directors may accept on behalf of the FSP any contribution, gift, bequest, or devise for the nonprofit purposes of this corporation.
Statement of Intent
The FSP shall circulate a Statement of Intent, indicating that the signer will: a) move to the state designated according to the rules laid out in the Participation Guidelines (which Guidelines shall reflect the provisions set forth in these Bylaws); b) work toward a society in which the sole role of civil government is the protection of persons' rights to life, liberty, and property. The Statement shall become void three years after signing should the designation of the state not have occurred by that time.
The Statement of Intent is not a contract and is not intended to be legally enforced.
The FSP shall not require dues or contributions of any kind for the right to sign the Statement of Intent and to participate in the move.
Participation Guidelines. Once 5,000 people have signed the Statement, voting shall commence on a state where all participants should move. All sufficiently small states, as determined by the Directors or a committee set up by the Directors for this purpose, shall be considered. The voting shall proceed according to Simple Condorcet's Method (a method of voting whereby voters rank all candidates, and candidates are then compared against each other in pairwise contests, the only unbeaten candidate being the winner if no unbeaten candidate exists, the smallest-magnitude defeats are eliminated until one candidate is unbeaten). All signers of the Statement of Intent have the right to participate in the vote; no one who has not signed the Statement of Intent may participate. All ballots shall be made available for verification to all voters after the voting has concluded. Postal and electronic ballots shall be valid methods of voting.
Once 20,000 people have signed the Statement, the signers shall move to the state decided upon as expeditiously as possible and absolutely within five years of the achievement of the 20,000-signer threshold. Should the Statement never attract 20,000 signers, no signer shall be held responsible to move.
Construction and TermsIf there is any conflict between the provisions of these Bylaws and the Articles of Incorporation of the FSP, the provisions of the Articles of Incorporation shall govern. Should any of the provisions of portions of these Bylaws be held unenforceable or invalid for any reason, the remaining provisions and portions of these Bylaws shall be unaffected by such holding.