The Bylaws Of the International Space Exploration And Colonization Company

 Null: A null member is one who has dropped out; having not maintained any level of membership for more than a year, or those Members who have moved and left no forwarding address.

People classified as Internet Associates, Interested Observers or Null Members as of the record date for any Meeting of Members shall not be entitled to vote. These members may not, however, be excluded from said meeting, and they are encouraged to input their thoughts and opinions into any discussion.

 In determining membership status donations by any one person may not be transferred to the donation records of another person unless: (1) The donation was designated as a "gift" donation at the time of donation and the person to whom the donation is to be credited was specified or (2) A waiver is granted by the Board of Directors or their appointee(s). Article III is amended to meet the IRS requirements for a tax-exempt organization on 09/15/88; Article III is further amended to clarify wording on January 27, 1989. This article was reviewed in the Annual Meeting of Members on 4/14/91, and was amended to clarify wording and to modify membership requirements to match ongoing corporate practices at the 4/20/91 Director's meeting. Article III was reviewed by the Directors and at the Meeting of Members on January 20, 1996 and the typo for supporting member was corrected from 250 hours to 1,250 hours. This article was again reviewed by the Directors on May 15, 1998 and the Internet Associate level was added as well as minor changes in wording. The wording for Electronic membership was revised at the Meeting of Members on May 30,1999.

Article IV: Meeting of Members

1. A general meeting of Members shall be held annually during the first 6 months of every calendar year. This meeting shall be for the purpose of electing directors, ratification of any newly appointed corporate officials, and performing any corporate business which the board of directors deems necessary and appropriate.
2. All meetings of Members shall be held either at the registered office ISECCo, in the State of Alaska, or at such place as the President of ISECCo shall deem to be convenient.
3. A special meeting of Members may be requested by the President or the Board of Directors or 10% of the voting members. The order for a special meeting must be submitted in writing to the General Secretary, whose duty it will be to schedule the meeting and notify the Members of the meeting, which must be held within 60 days of the receipt of the request for meeting.
4. Notice of the time, place, record date and purpose of the annual and special meetings shall be given by mailing a written or printed notice of the same at least ten days prior to the meeting, with the postage prepaid, to each Member, addressed to their last known address. The notice shall be deemed to be delivered when deposited in the United States mails, given in person, or when properly entered into the appropriate computer mail system.
5. A quorum shall be the voting members, or their proxy, consisting of twenty percent of those eligible votes as of the record date of said meeting. If a quorum is not present at any meeting, a majority of the Members present may adjourn the meeting without further notice. Business may be transacted at a meeting at which a quorum does not exist if the business performed is ratified by mail-in ballot; however at least twenty percent of the eligible votes must respond to the mail-in ballot on said business.
6. At any meeting of Members, a Member entitled to vote may vote by proxy executed in writing by the Member or by his duly authorized attorney. No proxy shall be valid after three months from the date of its execution, unless otherwise provided for in the proxy.

Article IV is amended to meet the IRS requirements for a tax-exempt organization on 09/15/88; Article IV is further amended to clarify wording on January 27, 1989. This article was reviewed in the Annual Meeting of Members on 4/14/91, and was amended to suit ongoing corporate practices at the 4/20/91 Director's meeting. Article IV was reviewed by the Directors on May 27, 2004 and at the Meeting of Members on May 30, 2004 and it was approved as written.

1. The affairs of the Corporation shall be managed by its Board of Directors.
2. The Directors need not be residents of any particular nation, race or planet. The number of General Directors shall be four. General Directors will be elected by the members during the General Meeting of Members. The term in office for all Directors shall be as long as they are amenable to serving, unless dismissed for cause or a vote of No Confidence. The Board of Directors delegates its authority to conduct the operational business of the Corporation to a committee of "Members at Large", which shall report to the board at least annually and whose acts shall be subject to ratification by the Board. Voting Members at Large shall consist of

1. All Directors
2. The President
3. A Member at Large elected by the voting Corporate Members who reside in a Corporate Area established by the Board of Directors for the particular Member at Large. It is intended that each country having greater than 100 voting members shall have at least one Member at Large. The President shall, from time to time, recommend to the Board the creations, alteration, or amalgamation of Corporate Areas. Members-at-Large may be admitted, by majority vote of the General Directors, with full powers of Directorship. These Members-at-Large shall be appointed by Members of specific areas by member vote and are to represent the Members from that area. The number of Members-at-Large shall be determined by the President. The number of Members-at-Large shall be not less than one per country, for every country in which there is more than 100 voting Members.

3. All vacancies in the Board of Directors may be filled by the remaining Directors, by any Member-at-large, at any regular or special meeting, by the vote of the majority of the Directors in a meeting at which a quorum is present or by assignment by the President. The Director thus elected to fill any vacancy shall hold office until the next formal meeting of the Members.
4. The General Directors shall be elected by the Members at the Member's regular formal meeting from nominations selected by the President, the current Board of Directors, or any nominations put forth by the Members in the formal meeting.
5. Directors may be dismissed for cause by the Board of Directors.
6. Voting members have the right to petition the Board of Directors or the President with a request that a vote of No Confidence be held for any given Director. Such a petition must be signed by 20% of the voting members and must specify the reason for the vote of No Confidence. A meeting by the Board of Directors must be held within 60 days of receipt of a valid petition. Petition validity is to be certified by the President and the Organizational Secretary of ISECCo. Members who submit such a petition are required to present a brief (15 minute or 2 page maximum) reason for their request, which the defending Director may rebut with a 15 minute or 2 page presentation. The Director under question shall not vote in this matter. In the event of a tie, the No Confidence vote shall be submitted to the members, and a majority vote of 50% of submitted ballets, or more, is required to uphold the No Confidence vote. A successful No Confidence vote shall remove the Director from his position, effective immediately, though he may continue using any office (if provided) for up to 10 days.
7. A regular annual meeting of the Board shall be held at the registered office of the Corporation, or at any other place the Board shall deem appropriate. This meeting must be held a minimum of annually.
8. Special meetings of the Board of Directors may be called by or at the written request of the President or any two Directors or Members-at-Large. The person authorized by the Board to give notice of special meetings of the Board may designate any place, either within or without the State, for the holding of any special meeting.
9. Notice of annual and special meetings of the Board shall be given to each Director by mail or email. This notice is to be given at least two days in advance. However, such notice may be waived by any Director or Directors. The business to be transacted at such a meeting need not be specified in the notice or waiver of notice of such meetings, unless specifically required by law or by these bylaws.
10. Sixty percent of the Board of Directors shall constitute a quorum for the transaction of business at any meeting. Directors contacted via phone or electronic mail, informed of all activities of the meeting, and allowed to vote on all matters brought before the Board of Directors shall be considered as being in attendance. Unless otherwise required by charter or statute, the act of a majority of the Directors and Members-at-Large present at any properly convened meeting at which there is a quorum shall be deemed an act of the Board.
11. The Board of Directors may appoint standing or temporary committees made up of either Directors or Members or both, and invest such committees with such powers as the Directors see fit. The committees shall be required to keep regular minutes of their transactions and shall report to the Board, upon request or at the next regular meeting.
12. The Board of Directors shall make Rules governing the conduct and management of the Corporation which will then be submitted to the members for review. Any rule may be challenged by 10% of the voting members by submission of a written challenge, signed by the challengers, to the Board of Directors within 60 days of the date said rule was established. Any challenged rule must then be voted upon by the Members and a majority vote with 50% or more of the voting members voting shall be required for ratification of the rule.
13. All Rules must be written with an automatic expire date and the Board of Directors is to determine that expire date. The duration may not to exceed 10 years. Rules may be renewed or extended by either the Board of Directors in a general meeting or a majority vote with 50% or more of the voting members voting.
14. Directors shall receive no stated salary for their services as such, but by resolution of the Board of Directors may direct a fixed sum and expenses to be paid to the Director or Directors for attendance at meetings of the Board. Nothing herein contained shall be construed to prevent any Director from receiving compensation for services to the Corporation rendered in a capacity other than Director.

Article V is included in these bylaws at the time of their creation on 3/1/88; Article V is further amended to clarify wording on January 27, 1989. Article V was reviewed by the Directors on May 15, 1998 and it was modified to meet ongoing corporate practices. This article must be reviewed in 5 years, (especially part 2 section c), and will expire in May, 2004. Article V was reviewed by the Directors on May 27, 2004 and at the Meeting of Members on May 30, 2004 and it was approved with only very minor word changes.

Article VI: Officers

1. The officers of the Corporation shall be a President, a Vice-President, a General Secretary, an Organizational Secretary, a Treasurer, and such other officers as may be elected by the Board of Directors or assigned by the President.
2. The President is appointed by the Board of Directors and is delegated to run the day-to-day business of the Corporation. The term of the President is unlimited.
3. The officers, excluding President, of the Corporation are appointed by the President and ratified either by the Board of Directors or the members in a majority vote of 50% or more of the voting members. Should the appointed official fail to be ratified by either the Board of Directors or the voting members a new officer must be appointed. The term of these officers shall be two years.
4. A President can be dismissed for cause by the Board of Directors.
5. Any Officer or Director may be removed from office by a majority vote of at least 50% of the voting members. A notice of no confidence is declared by a written submission calling for removal of said official. If this notice is signed by 10% or more of the voting members a special election must be called to vote on removal of said Officer or Director within 60 days of receipt of said notice.
6. The President shall preside at all meetings of Members and of the Board, shall be the chief executive officer of the Corporation, and shall generally supervise and manage the affairs of the Corporation. The President shall make reports to the Directors and Members and perform all such other duties as are incident to this office or are properly required of him by the Board of Directors.
7. The Vice-President shall perform all such duties as may be properly required of the Vice-President by the President or the Board of Directors, and in the absence or inability of the President, shall exercise all the powers of President.
8. The General Secretary shall be responsible for general research, keeping membership files updated and have charge of the corporate books and perform such other duties as are incident to the office, or are properly required of the General Secretary by the President or the Board of Directors.
9. The Organization Secretary shall keep the minutes of the meetings of the Directors and Members, shall make such reports and perform such other duties as are incident to the office, or are properly required by the President or the Board of Directors.
10. The Treasurer shall have custody of all moneys and securities of the Corporation, and shall keep regular books of account. The Treasurer shall be in charge of maintaining the records of the donations granted for any purpose. The Treasurer shall disburse the funds of the Corporation as may be ordered by the President or the Board of Directors, and shall render an account of all his transactions as Treasurer, and of the financial condition of the Corporation, and shall perform all duties incident to the office or that are properly required by the President or the Board of Directors.
11. The Officers and Directors of this Corporation shall serve without salary.

Article VI is included in these bylaws at the time of their creation on 3/1/88; further clarification is added on January 27, 1989. This article reviewed in the Meeting of Members on 1/20/96 and gender specific phrases were removed. This article was reviewed during the May 2006 Workfest by the Board of Directors and the Members, and approved as written.

No funds received by donation, bequest or any other means shall be diverted from the use to which they may be assigned by the donor, testator, or testatrix, unless such use is contrary to or in conflict with the purposes of the Corporation. Funds not assigned to a specific project will be dispersed at Corporate discretion. Article VII is included in these bylaws at the time of their creation on 3/1/88. Article VII was reviewed by the Directors on May 15, 1998 and it was approved as written.

Notwithstanding any other provision of these Bylaws, no member, director, officer, employer, or representative of this Corporation shall take any action or carry on any activity by or on behalf of the Corporation not permitted to be taken or carried out as a tax exempt organization under the Internal Revenue Code and its Regulations as they now exist or as they may hereafter be amended. For international activities these exempt activities shall be similarly governed by the laws of the land in which said activity is to take place. This Corporation and it's Officials and Directors shall take no action that will be considered as self-dealing, shall prohibit self dealing by any within the Corporation, and shall prohibit distribution of income as to subject the Corporation to tax. These bylaws shall be interpreted in every instance so as to protect the Corporation under section 501(c)3 of the Internal Revenue Code. Article VIII is included in these bylaws at the time of their creation on 3/1/88; Article VIII is further amended to clarify the intent of tax exemption on January 27, 1989. Article VIII was reviewed by the Directors on May 15, 1998 and it was approved as written.

The Board of Directors shall have the power to make, amend and repeal the Bylaws of this Corporation.

1. The Board of Directors shall make Bylaws governing the conduct and management of the Corporation which will then be submitted to the members for review. Any rule may be challenged by 10% of the voting members by submission of a written challenge, signed by the challengers, to the Board of Directors within 60 days of the date said rule was established. Any challenged rule must then be voted upon by the Members and a majority vote with 50% or more of the voting members voting shall be required for ratification.
2. All Bylaws must be written with an automatic expire date and the Board of Directors is to determine that expire date. The duration may not to exceed 10 years. Rules may be renewed or extended by either the Board of Directors in a general meeting or a majority vote with 50% or more of the voting members voting.

Article IX is included in these bylaws at the time of their creation on 3/1/88, and modified on January 27, 1989. Article IX was reviewed by the Directors on May 15, 1998 and section 3 was deleted. However this is to be reconsidered fairly soon, and the Directors have set the expire date to be 2001, with the intent that it be reviewed at their meeting in the year 2000. Article IX was reviewed by the Directors on May 27, 2004 and at the Meeting of Members on May 30, 2004; we note that sections 1 & 2 duplicate sections V.12 & V.13, but voted to retain the current wording for now; it was approved with only very minor word changes.

Whenever, under the laws of the State of Alaska or by provision of these Bylaws, a waiver in writing is signed by persons entitled to such notice, whether before or after the time stated therein, it shall be deemed equivalent to the giving of such notice. Article X is included in these bylaws at the time of their creation on 3/1/88. Article X was reviewed by the Directors on May 15, 1998 and it was approved as written.

Article XI: Indemnification

Every person who is or shall be or shall have been a director or officer of the Corporation and his personal representative shall be indemnified by the Corporation against all costs and expenses reasonably incurred by or imposed upon him in connection with or resulting from any action, suit or proceeding to which he may be made a party by reason of his being or having been a Director or officer of the Corporation or of any subsidiary or affiliate thereof, except in relation to such matters as to which he shall finally be adjudicated in such action, suit or proceeding to have acted in bad faith and to have been liable by reason of willful misconduct in the performance of his duty as such Director or officer. "Costs and expenses" shall include, but without limiting the generality there-of, attorney's fees, damages and reasonable amounts of paid in settlement. Article XI is included in these bylaws at the time of their creation on 3/1/88. Article I was reviewed by the Directors and at the Meeting of Members on January 20, 1996 and it was approved as written. This article was reviewed during the May 2006 Workfest by the Board of Directors and the Members, and approved as written.

Any action required or permitted to be taken at any meeting of the Board of Directors or any committee thereof may be taken without a meeting if prior to such action a written consent thereto is signed by all Members of the Board or of the committee, as the case may be, and such written consent is filed with the Minutes of proceedings of the Board or the committee. Article XII is included in these bylaws at the time of their creation on 3/1/88. Article XII was reviewed by the Directors on May 15, 1998 and it was approved as written.

All articles contained within these bylaws are subject to expiration ten years after their inclusion or renewal. Any article which fails to include a date of inclusion or renewal is not valid until such a date is included. Notice of expiration of articles is required to all Members at least 30 days prior to re-ratification for comment and criticism. Any article which is to be retained must be reviewed by the Board of Directors for renewal. Renewal must take into consideration suggestions and alternative proposals from any Member. Renewed articles may be challenged by the members as if they were newly written. Article XIII is included in these bylaws by the President at the request of the Board of Directors on May 15, 1988. Article XIII was reviewed by the Directors on May 15, 1998 and the length of time was changed from 60 to 30 days.

Articles expired under article XIII shall remain in force until the next meeting of Directors, or a year has passed, whichever comes first. Article XIV is included in these bylaws by the Board of Directors on May 15, 1998.