REAPER FINANCIAL LLC
AN XRP LEDGER PROJECT
9900 SPECTRUM DRIVE
AUSTIN, TEXAS 78717
UNITED STATES OF AMERICA
Article I. Name And Purpose
Section 1: Ark Institute
Ark Institute will be the name of this organization. It shall be incorporated under the laws of the State of Texas.
Section 2: Purpose
The purpose of the organization is:
A. To raise funds for charitable organizations and non-profits
B. To distribute the funds raised, through minting of the ARK token, to a vote-based total amount
toward the listed charitable organizations and non-profits
C. To distribute the DELUGE payment of RPR and ASC tokens to ARK holders
Section 3: Non-Discrimination Policy
Pursuant to Title VI of the Civil Rights Act of 1964, Section 504 of the Rehabilitation Act of 1973 and the Age Discrimination Act of 1975, Ark Institute recruits, employs, assigns, and promotes staff, terminates employment, accepts patients, volunteers and board members, determines rates of pay and other benefits
without discrimination on the basis of age, gender, sexual orientation, disability, ethnic identity, religion or creed.
Article II. Membership
The members of Ark Institute shall be the Board of Directors.
Article III. Board Of Directors
Section 1: Powers and Duties of The Board
The Board of Directors shall manage the business, property, and affairs of the organization, and may exercise and delegate any and all of the powers of the organization as it sees fit, subject only to restrictions imposed by statute, the organization Articles of Incorporation, and these Bylaws. The Board of Directors shall establish corporate and administrative policies; authorize operational goals and objectives; emphasize overall corporate planning; authorize agreements and contracts; adopt the budget; approve committee appointments; provide for the maintenance of headquarters; employ, direct and discharge executive personnel; authorize meetings; review committee reports; and determine action to be taken. Board members shall actively participate in community outreach, gift solicitation, and event and campaign
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Section 2: Number of Directors and Compensation
The board shall have up to seven (7), but not fewer than Three (3) members. The board receives no compensation other than reasonable expenses.
Section 3: Term
Board members shall be elected to two-year terms and are eligible for election for up to two consecutive terms. Directors may be renominated for service on the board following a one-year absence from the board.
Section 4: Quorum
A quorum will consist of a simple majority (51%) of the Board of Directors. A quorum of the Board of
Directors must be present to conduct business.
Section 5: Meetings
Regular meetings of the Board of Directors shall be held as determined by the Board. Special meetings of the Board of Directors may be held at any time upon twenty-four (24) hour notice, oral or written, by the President, Secretary, Treasurer, or by three other members of the Board of Directors.
Section 6: Notice of Meetings
Written notice stating the place, date, and hour of any regular meeting of the Board of Directors shall be delivered personally, electronically, or by mail to each Director with a minimum of ten (10) days’ notice.
Section 7: Electronic Meetings
Members of the Board of Directors or any committee designated by the Board may participate in a meeting of such Board or committee by means of conference telephone or similar communications equipment by which all persons participating in the meeting can communicate with each other. Participation in a meeting pursuant to this section shall constitute presence at such meeting.
Section 8: Resignations, Termination and Absences
Resignation from the board must be in writing and received by the President or the Secretary. Board members may be excused from attendance upon notification to the President prior to the scheduled meeting. Board members shall be terminated from the board due to excess absences. A board member may be removed for other reasons by a three-fourths vote of the remaining directors.
Section 9: Vacancies
Vacancies occurring on the Board of Directors may be filled at any time by appointment of the President with approval of two-thirds vote of the Board of Directors. The appointment will be for the unexpired term of the position. Fulfillment of appointed partial terms shall not count toward a director’s term; appointed directors may serve additional full terms subject to term limitations addressed in Section 3.
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Article iV. Officers
Section 1: General
The Officers of this non-profit shall be President, Vice President, CEO or Executive Director, Secretary, and Treasurer. Each Officer of this Corporation shall be a member of the Board of Directors.
Section 2: Resignation and Removal
Whenever, in the judgment of the Board of Directors, the best interests of the organization will be served, any officer may be removed from office by the affirmative vote of two-thirds of the Board of Directors. Any officer may resign at any time by delivering a written resignation to the President or the Secretary.
Section 3: Vacancies
In the event a vacancy occurs in any Officer’s position, it shall be filled in the following manner:
President – The Vice President shall assume the office. In case of vacancy in the office of both President and Vice President, the duties of the Office of President shall be performed by the Secretary, until replacements are elected by the Board. The Board of Directors shall elect replacements for all other vacancies.
Section 4: Duties and Responsibilities of Officers
The Officers shall possess such powers and perform such duties as shall be determined by the Board of Directors.
The President of the Board shall:
Preside at all meetings of the membership and all meetings of the Board of Directors. Perform other duties customary to the Office of President, or as directed by the Board of Directors.
The Vice President of the Board shall:
Perform such duties as the President and/or the Board of Directors may determine. In the absence of the President, shall perform the duties of the President.
The Secretary shall:
Oversee notice and maintenance of the minutes of the meetings the Board of Directors, and the Executive Committee; and Perform other duties customary to the Office of the Secretary, and as may be required by the Board of Directors or the President of the Board.
The Treasurer shall:
Be the custodian of the corporate funds of Ark Institute, however received, save and except for such funds as the Board of Directors may from time to time entrust to the care and use of designated paid employees of Ark Institute, to be used exclusively for the operation of Ark Institute. Serve as Chair of the Finance Committee, disburse the funds of charitable organization as ordered by the Board of Directors. Oversee day-to-day authority for managing the finances of Ark Institute. Provide financial reports and statements as the Board of Directors or Executive Committee may from time to time require or request; and supervise the keeping and auditing of the accounts which shall be open at all times to inspection by the Board of Directors and the Executive Committee.
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Article V. Committees
Section 1: Committee Formation
The board may create committees as needed. The President appoints all committee chairs from the
membership of the Board. Limited term task forces may be appointed by the President at any time with
approval by the Executive Committee; standing and longer-term committees shall be created with the
affirmation of majority vote of the board.
Section 2: Finance Committee
The treasurer is the chair of the Finance Committee, which has at minimum 2 members. The Finance Committee is responsible for developing and reviewing fiscal procedures and annual budget with staff and other board members. The board must approve the budget and all expenditures must be within budget. Any major change in the budget must be approved by the board.
Article VI. PARLIAMENTARY AUTHORITY
Section 1: Fiscal Year
The designated fiscal year of this corporation shall be January 1st to December 31st.
Section 2: Parliamentary Authority
The most recent edition of Robert’s Rules of Order shall serve as the Parliamentary Authority for the organization.
Article VII. INDEMNIFICATION
Section 1: General
Unless expressly prohibited by law, the organization shall fully indemnify any person made, or threatened to be made, a party to an action, suit or proceeding (whether civil, criminal, administrative or investigative) by reason of the fact that such person, or such person’s testator or in testate, is or was a director, officer, employee or agent of the Corporation or serves or served any other enterprise at the request of the Corporation, against all expenses (including attorneys’ fees), judgments, fines and amounts paid or to be paid in settlement incurred in connection with such action, suit or proceeding.
Section 2: Limitation of Liability
Officers, directors and other persons who perform services for the corporation and who do not receive compensation other than reimbursement of expenses (“volunteers”) shall be immune from civil liability. Additionally, persons regularly employed to perform a service for a salary or wage (“employees”) shall not
be held personally liable in damages for any action or omission in providing services or performing duties on behalf of the corporation in an amount greater than the amount of total compensation (other than reimbursement of expenses) received during the twelve (12) months immediately preceding the act or
omission for which liability was imposed. Regardless of the amount of liability insurance maintained, this limitation of liability for volunteers and employees shall not apply when the injury or damage was a result of the volunteer or employee’s willful misconduct, crime (unless the volunteer or employee had
reasonable cause to believe that the act was lawful), transaction that resulted in an improper personal benefit of money, property or service to the volunteer or employee, or act or omission that was not in good faith and was beyond the scope of authority of the corporation pursuant to this act or the corporate charter. This limitation of liability shall not apply to any licensed professional employee operating in his or
her professional capacity. The Corporation is liable only to the extent of the applicable limits of insurance coverage it maintains.
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Article VIII. AMENDMENTS
Section 1: Amendments
The board members can submit an amendment for the Bylaws, notice of the proposed amendment shall be delivered personally, electronically or by mail to each member of the Board of Directors at least two weeks prior to the time of the vote on the proposed amendment. The Bylaws shall be amended by a 2/3 vote of the Board of Directors.
Bylaws certified by Board of Directors, Founder of Ark Institute:
President and Executive Director
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