SEC Ministry / APS Bylaws
All Party System Co. Bylaws
All Party System Co.'s Bylaws 7/5/2014 to 1/5/2015
All Party System Co.'s Guidelines 11/2/2015 to 12/31/2016
Meeting's Minutes from 7/5/2015
Meeting's Minutes proposed for 10/4/2015
Meeting's Minutes proposed for 1/10/2016
Proposed All Party System Co.'s Guidelines for 1/10/2016
This (E)Ballot Elects the Corporate Charter for the All Party System Co.
Official Eballot Vote Online Now
Contact the All Party System Co. to obtain paper ballot.
Simultaneously elects All Bylaw Items for Corporate Charter for the All Party System Co.
Election Runs Between 6/5/2014 through 7/5/2014
Bylaws to Remain in Effect for One Year:
7/5/2014 through 7/5/2015.
Directions to Voters
Please copy the eballot below, paste the eballot on an email message
addressed to vvc at allpartysystem dot com. Mark your choices and send.
Do not use X marks. Mark your choice(s) with numbers only.
Put the figure 1 beside your first choice, the figure 2 beside
your second choice, the figure 3 beside your third choice, and so on.
You may rank as many choices as you please. Do not put the same
figure beside more than one choice/name.
Copy, paste and email the marked eballot to the volunteer vote counter before 7/5/2013.
<------cut here, email to vvc at allpartysystem dot com------>
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1. ESTABLISHED, October 22, 2012
2. Offices
3. REGISTERED OFFICE
Registered Office and Registered Agent: The registered office of the
corporation shall be located in the State of Delaware at such place as may
be fixed from time to time by the Executives upon filing of such notices
as may be required by law, and the registered agent shall have a business
office identical with such registered office.
3. Other Offices
The Corporation may have other offices within or outside
of the State of Delaware at such place or places as the Executives may
from time to time determine.
4. DESIGNATIONS OF
5. OFFICERS
6. Designations
7. The officers of the corporation shall consist five main categories;
8. USA Bureau Founding Executives, Regular Executives, Worker Board of
Directors (BoDs), Investor Board of Directors (BoDs) and Wish List Staff Nominees
9. FOUNDING EXECUTIVES (FOUNDING EXECS)
10. The five Founding Executives of the All Party System Co. USA Bureau
shall always retain control of 51% of all of the company's stocks which
may never be sold. The five Founding Executives will always consist
of five names - the same five names.
11. The five USA Bureau founding executives must be the same names as the five
executives of the national USA Parliament; the three prime ministers and two secretaries.
The five executives from the USA Parliament are invited to elect their own name(s)
to the All Party System Co. If the offer is declined, the seat remains vacant
until a substitute name is elected as written in bylaw item 14.
12. The five national Founding Executives of the USA Bureau of
the All Party System Co. will control all stocks, shares and banking for
all levels and districts of the All Party System Co. both national
and international. One day the International Bureau may become
independent of the USA Bureau once the international entity elects it's own
bylaws which establish that independence.
13. When a Founding Executive resigns or dies, the next highest ranked
name who is elected to be the executive of the USA Parliament is automatically
invited to be a Founding Executive of the USA Bureau of the All Party System
Co. and they may accept or decline.
14. Each of the Parliament's five national Founding Executives (the three prime
ministers and two secretaries of the USA Parliament) may elect a replacement for
their own name should they not accept the election of their own name for one of
the five seats of the Five Founding Executives.
15. A person elected as a Founding Executive's replacement is to be accountable
to the USA Parliament's one national executive who had first elected them
to the USA Bureau, and the election of their name may be annulled
by that same individual Founding Executive for any reason.
16. ELECTED REGULAR EXECUTIVES (REGULAR EXECS):
17. Elected Regular Executives (Regular Execs) shall always consist of five officers
on all elected APS Co. bureaus from International down to neighbohood entities
of the All Party System Co. and they are designated as follows:
President
Vice President
Secretary
Treasurer
Ethis & Grievances Officer
18. If an opening on the five elected Regular Executive seats ever exists
and there are no ballots electing a name as a consecutively ranked back-up,
then a new election is called and more names are elected to the Regular
Executive by the board of directors (BoDs).
19. Whenever a new bureau or subsidiary is formed, the first five Regular Executives
officers may be self-nominated and self-elected as temporary substitutes.
20. Once three (or more) Regular Executives are elected, the three Regular
Executives may then start electing "wish list staff nominees".
21. PRESIDENT:
The president sets the policy and tone for the company. The president
of the company must be a signer on all stocks that are sold.
The co-signer is either the company trearurer or secretary.
22. The President, is elected by the votes of the executives and the board of directors,
and shall preside at all meetings of either the Executives
and/or the workers, employees, shareholders and Board of Directors, shall have general
supervision of the affairs of the corporation for whom the President represents,
be it the Executives or the Board of Directors, and shall perform all other duties as are
incident to their office or are properly required of him by the Executives and/or Board of Directors.
23. VICE PRESIDENT:
The Vice President of the company is the first in line to switch places with the
president when both officers deem that it's needed, or in cases when the president
of the company is temporarily or permenantly unavailable or disabled.
24. During absence or disability of the President, the Vice-President shall exercise all functions of
the President. Each Vice-President shall have such powers and may discharge such duties as may be
assigned to them from time to time by the Executives and/or Board of Directors.
25. TREASURER:
The Treasurer shall have the custody of all moneys and securities of the corporation
and shall keep regular books on account. They shall disburse funds of the corporation
in payment of the just demands against the corporation or as may be ordered by the
Executives, taking proper vouchers for such disbursements, and shall render to the
Executive Board from time to time as may be required of him/her, an account of all
his/her transactions as Treasurer and of the financial conditions to his office
or that are properly required of him by the Executive Board.
The treasurer may be a co-signer with the company president on shares sold or given as gifts.
The Treasurer's duties will include access to all banking records and will be
expanded to include transparency.
26. SECRETARY:
The secretary contacts all the currently elected BoDs on the USA Bureau
on a quarterly basis with meeting times and project items to be reviewed.
The secretary may be a co-signer with the company president on shares sold or given as gifts
and the secretary can conduct any functions by any of the Regular Executives when needed.
27. Secretary and Assistant Secretaries: The Secretary shall issue notices for all meetings,
except for notices for special meetings of shareholders, directors workers and employees.
which may be called by a simple majority vote by each sub-group's elected members.
The secretary shall have charge of the seal and the corporate books, shall make such reports and
perform other duties as are incident to his/her office, or are properly required by the
Executives or Board of Directors.
There may be an Assistant Secretary, or Assistant Secretaries, elected in the order
designated by the Executives and/or Board of Directors, who shall perform all of the duties of the
Treasurer during the absence or disability of the Treasurer, and at other times may perform
such duties as are directed by the Executives, President or the Board of Directors.
28. ETHICS & GRIEVANCES OFFICER:
The Ethics & Grievances Officer may be a co-signer with the company president on shares sold
or given as gifts. The ethics & grievances officer will chair a "Committee of Four" who
determine the official company policy regarding share agreements with founding executives,
volunteer executive staff and board of directors and other questions of ethics.
The ethics & grievances officer will chair the "Committee of Four" who also resolve
potential company disputes both internal and public at-large by simple 3/5ths majority voting.
29. "COMMITTEE OF FOUR" Once the Ethics & Grievances Officer is elected, the next
highest four consecutively top-ranked names receiving votes for the Regular Executive
elections will be invited to be automatically elected to the Ethics
& Grievances "Committee of Four". All consecutive ranked names will be invited, in
the same order from the list of names garnering votes for the volunteer
executive staff until all four "Committee of Four" seats are filled.
Serving as a Worker of Investor BoD does not preclude serving the
Committee of Four.
30. The Ethics & Grievances Officer and Committee of Four will rule on personnel
decisions such as removal, resignations and reinstatement of elected members, and their
recommendation will be executed by the entire executives effective immediately.
31. The Ethics & Grievances Officer and Committee of Four will rule on share
and stock issues, vote counting issues, issues about the bylaws and other internal conflicts.
32. In cases where none of the consecutively ranked names agree to be elected to
the "Committee of Four" and there are no more consecutively ranked names to draw
from for the committee, then the four other elected executive staff will
be asked to serve in the following order; president, vice president, treasurer
and secretary.
33. The Ethics & Grievances Officer serves as the tie-breaker vote on
decisions brought forward by any of the members of the Ethics & Grievances
"Committee of Four".
34. WORKER BOARD OF DIRECTORS (WORKER BODS):
35. The Worker Board of Directors (or BoDs) are elected by the "Wish List Staff Nominees".
All Founding Executives, Regular Executives and Investor BoDs may also vote in such
elections. The Worker BoD elections end on July 5th of every year at 2:15 pm PST
and terms last for one year or until the name stand down or is disqualified.
36. INVESTOR BOARD OF DIRECTORS (INVESTOR BODS):
37. The Investor BoDs are elected with common stock ownership.
Once an investor buys of receives as a gift, a unit of common stock,
they must nominate/vote for their own name to be eligible for being elected.
38. PLACEMENT OF NAMES OF HOLDERS OF COMMON STOCK (Invesor BoDs)
The first priority of criteria for placement of names
on the Investoror BoDs is determined by where the donor/holder
of common stock wished their name to be placed.
Holders of the voting common stock may vote in
all elections on all levels but they are only expected to
vote on the ten Investor BoDs where their name may hold
one seat.
The second priority of criteria for placement of names
on the Investoror BoDs is determined by whether the
seat elected to is be at the highest point possible, a
lower point, or any other place in their own geographical
region or a different geographical region.
Once a location for the Investor BoD's name is based on
the criteria above, the top being the USA Bureau, second being
the International Bureau, third being all
countries internationally and last being all the way down to their own
neighborhood level, then the voting share holder can elect their name
as an Investor BoD to only one spot in the company, but they may hold
other titles on other boards in the company other than a position
as an Investor BoD.
39. SUM OF SHARES OWED & PAID
The second priority of criteria for placement of names on
the Investor BoDs is determined by how many units of
common stock the investor/holder owns.
40. ELECTING TEN DONOR BOD NAMES: Under the Sainte-Lague voting system, investors
holding 1/11th (9%), plus one share, of the total Common Stock shares sold,
will be guaranteed to be able to elect their own name as one of the USA Bureau's
ten BoDs representing the investors, vote kept as proof. No Investor BoD
can own more than 9% (plus one share) of the total shares (common and preferred)
which are available for sale. Shares owned by the USA Parliament aren't
included in this 9%, plus one share, total.
41. REQUIREMENTS FOR ALL BOARD OF DIRECTORS (BODS):
42. The BoDs shall always be a maximum of a maximum of thirty names and
in some cases one person may hold more than one seat. The special case
is the five Founding Executives, who may also serve a Regular Executive
when elected to that position. However, the Founding Executive who holds
such a second seat will have only one vote on matters of the board. No
other board members or Regular Executives may hold a second seat.
Founding Executives may not hold a seat on the Worker or Investor BoDs.
43. The elected board of directors (BoDs) must complete the following minimum
requirements in order to remain on the BoD and these requirements must be
completed by the dates listed or their name may be removed from the board of
directors, the company's records and web site.
44. All elected board of directors, which includes
Founding Executives and Regular Executives, must complete
these requirements within 60 days after being elected at the annual
board of directors meeting on July 5th of each year.
Newly elected executives and board members have 60 days
to comply with the requirements set forth here in items 45 and 46.
45. Elected BoDs must provide their mailing
address and a brief biography in order to remain on the board.
The true name of all Executives and BoDs must be used and
proof of such may be requested by the companies USA Bureau's
executives if/when a question arises as to the truth of the name.
46. Elected BoDs must participate in the July 5th annual
teleconference call and/or sign the meeting's minutes
within the 60th day which follows the meeting or risk
being removed as BoD. This way, a majority of the
BoDs is guaranteed to approve the annual BoD meeting's
minutes. When a majority of board members is not attained
for approving the company's bylaws, elections and agenda
by signing the annual July 5th board meeting's minutes,
even after board members not in compliance have been
eliminated from the board, then the lowest ranked
Investor BoDs and then Worker BoDs will be eliminated one at
a time until a majority for approving the minutes is achieved.
47. First the lowest ranked Investor BoD, then the lowest ranked
Worker BoD, each are alternated and all consecutively ranked BoDs are
automatically elected in their stead. When there
are no consecutively ranked names, then board members
are continually eliminated in a balanced manner until
the majority required for signing the meeting's minutes
is achieved.
48. Investor BoD Resignations: Once the holder of common stock resigns from the BoD, they will
not ever be contacted unless they specifically ask to be reinstated or when their name
is elected in another office or capacity other than as a Investor BoD. Once they
resign, they must contact the central office to have their name re-instated to the BoD
as a holder of common stock, when they wish to resume their duties and have their
name be returned to the BoDs. They only receive the one seat on the Investor BoDs
based on the rankings of the numbers of total share units they own/hold
and only when they accept and agree to have their name elected, and they must meet
all the requirements within 60 days of being elected; providing their correct
name and mailing address is correct, they accepted the election of their name and
they provided the biographical information.
49. ELIMINATION OF BODS IN NONCOMPLIANCE
50. The period of procedure for removing BoDs who do not meet the requirements
and who will be eliminated from the elected "Workers' BoDs" will continue
until a majority of the BoDs who remain have met the required
guidelines. The elimination of names continues between the dates
of March 1st, July 5th, September 5th and December 31st of each year,
which are known as the primary attrition dates.
51. WISH LIST STAFF NOMINEES:
52. A wish list staff nominee is a person who is elected as a contact should the
executives have the opportunity to one day actually hire their services for the
benefit of the company. They are a list of names who are elected by
a set of executives by using the innovative "parliamentary go-ahead" system.
53. All "wish list staff nominees" are required to provide a home mailing address.
Additional back-up and preferred contact information, such as telephone and/or
email address, is also welcomed.
54. OPEN EMAIL FORUMS:
55. Forum for Executive Elections
56. Open discussion Forums are used for posting comments, eballots, votes and vote
totals cast by the eligible voters for electing all Executive Staff and shall be
maintained by the company when financially feasible. Additional forums may also be
created and the discussions can take place via email or telephone.
57. Forum for Board of Directors Elections
58. An open discussion Forum is used for posting comments, eballots, votes and
vote totals cast by the eligible voters for electing all BoDs.
59. GENERAL VOTING RULES AND NEW ELECTION SCHEDULE GUIDELINES:
60. ALL ELECTIONS: The following guidelines apply to all elections for the
All Party System Co.'s International, National, Sub-Stations,
Mini-Sub-Stations and County Micro-Sub-Stations Bureaus.
61. RANKED CHOICE VOTING: All voting on rules/bylaws, agendas, names and decisions will
be made using ONLY ranked choice voting (RCV), the Sainte-Lague parliament seat distribution
system, Hagnebach-Bischoff method in multi-winner districts of two or more. All paper
ballots cast and records of eballots cast as votes will be kept as proof in paper form
at the All Party System Co.'s offices for a minimum of four years when it is feasible.
62. BI-ANNUAL REVIEW OF PROJECT ITEMS: The same number of BoDs or more who approved
the annual projects may review and re-rank all the approved and unapproved project items
on a bi-annual basis. All the current BoDs would be contacted by the USA Bureau's
elected Secretary on a bi-annual basis with meeting times and project items being
reviewed. Any BoD may contact the secretary to initiate the review process.
Precedent has been set for a bi-annual meeting to be held on January 5th and
standard proof of service is required for such meetings.
63. NOMINATED NAMES: Nominated names for the ballot electing names must
be only names who accept/agree to be nominated. When a person votes for their
own name, that may be interpreted as accepting their name as a nominated name.
Name of the nominee must be the correct legal name.
64. DORMANCY DURING FIRST-TIME ELECTIONS: The elections of new BoDs, rules, and all
votes/decisions must pause while conducting nominations and elections of five new executives
or new BoDs for the board which is conducting such first-time special elections.
65. TIES: When two people self-nominate or a tie-vote for two or more names for the
same office occurs, then both/all names in the tie share the position
until a tie-breaker election breaks the tie.
66. SCHEDULE OF ELECTIONS: When the nominations of a BoD commences, an election
schedule may be announced once approved by the majority of the elected executives.
The schedule timeline will consist of one week of nominations for BoDs,
one week of elections for BoDs, one week of nominations of executives
and finally one week of elections of executives. Such elections must take
place within the four-week span of one month, and each cycle begins on
Sundays at 1 a.m. and ends Saturday at 11 pm of each week.
67. JANUARY FIRST ELECTION NOMINATION CYCLES: On January first, new names for
BoDs may be nominated from those not ever ranked on the already marked
ballots from the previous year.
68. ELECTIONS OF WORKER BODS: Elections begin on March 1st.
69. CURRENT NAMES ALWAYS QUALIFY: All elected names always qualify for next
election cycle.
70. NEW ELECTIONS: New elections for consecutively ranked names as
back-ups as volunteer executive staff members occur only when there
are no lower ranked names to automatically elect.
71. WHO MAY NOMINATE AND VOTE:
Only elected wish list nominees, elected board of directors, elected donors,
holders of common stocks (investors) and founding directors may vote within
the All Party System Company. New people may self-nominate and vote for
their own name in any election.
72. NOMINEES FOR EXECUTIVES: Any name may be nominated for Regular
Executives at any time. Elected Regular Executives may agree to switch
places with each other during their tenure.
73. ELECTION TIME FOR EXECUTIVES: Once ten Worker BoDs on any new board
for the company entity is elected, the first election of the five executives
may be called. Once elected, the elections for future executives shall
continue into perpetuity as a vote of confidenec 365-days a year.
74. ORDER OF BODS: All top ten Worker BoD names will be elected in
consecutive order under the rules laid out for ranked choice voting in a
ten-member district.
75. NEW NOMINATIONS OF BODS: Once ten Board of Directors (BoDs) are elected
at the date of the annual board of directors meeting on July 5th, no more new
nominations of Worker BoDs take place even when there are no more back-ups until
the following year beginning on January 1st.
76. ELECTIONS OF REPLACEMENT BODS: Only Worker BoDs who have been ranked
on the ballots on or before the July 5th annual BoD meeting can be elected
as Worker BoD through the March 1st of the following year.
77. ELECTIONS CONTINUE INTO PERPETUITY: The elections of "wish list staff
nominees", board of directors (including executives) will continue into
perpetuity on every company entity. New elections cycles will be
started only when there are no namesranked as back-ups to fill empty seats.
78. VOTING SYSTEMS (VS)
79. Tic
80. A tic is a numeral, i.e. #1, #2, #3 etc. (or 1, 2, 3).
81. Tics are required in all cases in All Party System Co. voting and any
character other than a numeral in voting on All Party System Co. matters
is considered not legitimate and the vote is marked spoiled.
82. When more than one tic is used, the next tic(s) must be
a consecutive number and no number may be either skipped or used more
than once or the entire marked ballot is marked "spoiled", or no good.
83. Parliamentary Go-Ahead
84. The parliamentary go-ahead means that the executives in an elected entity
give the approval in advance in the election of all new nominees who are nominated
by the other executives on the committee. Once the majority (50% plus one) of the
executives give the go-ahead to elect all new nominees with their own #1
ranking (tic), then whenever any executive nominates a new name, the name is
automatically elected. That's because the majority of executives had all agreed
to give the new nominee a #1 tic.
85. Once the parliamentary go-ahead is given, then the execs can take turns
nominating new names. As all new names get elected in consecutive order,
the top name (#1) on the list is moved down one spot to #2 and the new name
is at the top spot. As each new name is elected, the process continues.
The parliamentary go-ahead may be withdrawn at anytime by each executive.
86. One executive may elect one or more names in consecutive order
as long as the parliamentary go-ahead is in effect.
87. The parliamentary go-ahead allows for one executive can do all the
nominating, and there is no slow down while waiting for approvals of the newer
nominee(s) being elected. The #1 across the board gives nominees
the #1 spot, but when numbers are mixed for the candidates, the rankings (tics)
of all executives are averaged and the order of placement gets affected
accordingly, gets averaged, and then re-ranked consecutively after the newer
order is established.
88. Ranked Choice Voting (RCV)
89. Ranked choice voting is a system based on algebra where the voter ranks
one or more choices beginning with the number one.
The voter must use consecutive numbers beginning with the number one only,
where no same number can be used more than once, or the marked (e)ballot is
marked spoiled. The strict compliance to the consecutively ranked numbers
enables a perfect vote count by all vote counters and the number one choice
is the top preference of the voter, represented by the numeral 1.
90. ELECTION RULES AND VOTING FOR REGULAR EXECUTIVES:
91. The All Party System Co. elects five Regular Executives,
as a five-member at-large national district.
92. When a resignation or death,
of any of the five Reular Executives occurs, and there are no
consecutively ranked names as back-ups who can be readily elected,
a new election is called with the following guidelines. These
guidelines are based on the precedents of the March 16th to March
30th election of 2013, in which a five "volunteer executive staff"
were elected as a five-member district.
93. The Election Schedule for the Regular Executives is based
on Pacific Standard Time.
94. Anyone may nominate any name(s) including their own name
to the ballot, for Regular Executives when new elections are called.
95. One week for nominations and one week for the election
is the time frame.
96. After one week of nominations, all the known names, information,
statements and links of the nominees will be emailed to the private
email list of the workers, BoDs and Executives in the form of a "eballot".
In some cases voters will be contacted by telephone or mail.
Verification measures will be provided to all interested participants.
97. On first-time elections only, when the election is complete and
the final voting deadline is passed, the top five names will be
elected to the executive staff. The vote of confidenece system
for electing Regular Executives begins only after the Wish List Staff Nominees
are elected, they elect the Worker BoDs, and then the Worker BoDs and Investor
BoDs will continue the vote of confidence into perpetuity.
98. The highest ranked names for Regular Executives will get to choose which one
of the five titles they wish to have by their name. Each of the top vote getters
are asked to pick their seat title in consecutive order starting with the
highest vote getter, then the 2nd highest, 3rd, 4th and 5th, and each vote
getter may choose from the five available seats in which are available;
President, Vice President, Treasurer, Secretary and Ethics & Grievances Officer.
99. Once elected, the five Regular Executives may switch places with each other from
time to time in order to take breaks or take terms as long as the executive with whom
they are switching places with are in agreement, and the rankings of order are
considered. In other words, the higher ranked name always gets priority over
lower ranked names.
100. Once elected, all five newly elected Regular Executives will be
awarded 100 share(s)/stock(s) in the form of a paper certificate, although the rules
for receiving the stocks by the executive staff may differ. For example, their
share/stock may be stored at company office until they leave their position at
which time they must sell it/them back to the company. The elected executive
may keep all the proceeds from such sale(s) of the shares/stocks they earned
and if the company can't afford to purchase the shares the departing executive
may sell the share(s) on the open market after 3/15/2015.
101. Once elected, since no Regular Executive may hold a 2nd seat on the same
set of BoDs for the Bureau's region that they serve (other than Founding
Executives), so when a name already serves twice on the same Bureau, the name
is automatically removed from the BoDs once they're elected as a Regular
Executive. Then the next highest consecutively ranked name(s) on the BoD is
automatically moved up one spot and elected to the vacated BoD seat(s).
102. Once the five Regular Executive seats are filled, all eligible Founding
Executives, Investor and Worker BoDs, may change their votes for the
Regular Executives at any time. New names may also be added to the (e)ballot,
new nominees may vote for their own name and any board members may vote for the
new name. New nominees who are self-nominated may be added to the most current
ballot. New names may always vote in all elections.
103. ELECTION RULES AND VOTING FOR BOARD OF DIRECTORS (BODS):
104. If a name is ever unelected from the Worker BoDs,
their name may be returned as holder of a seat
on the Investor BoDs with the correct financial data as long
as they specifically request and agree to be elected to the
Investor BoDs.
105. All BoDs and officers elected by the elections which build up
to the July 5th annual convention shall be considered the
legitimate elected BoDs for one year, starting on July 5th at 4:20 pm.
106. During the time between the July 5th annual convention and
the March 1st deadline on the following year, those names which
remain on the BoD on February 28th shall be listed as legitimate
BoDs for the Delaware tax filings, and no new BoD elections will
take place until the tax filings are completed.
107. All BoDs will remain on the list of elected BoDs at the
time of filing the Delaware state taxes, whose date falls before
March 1st on the following year, as long as they provide a correct
mailing address and they confirm that they do wish to be a BoD.
They must also submit biographcal information before March 1st,
in order to be listed on the tax filings as an elected company BoD.
108. BoDs will be allotted stocks/shares in the company
at the annual BoD meeting on July 5th of each year which may
pay dividends as a percent of the company's profits in the form
of money or shares on January 1st of the following year. The
profits and share amounts will be kept on the company books and
made public through the web to the BoDs. The payments are
based on monthly cycless and therefore the money is only
paid out to those serving full month terms in each year.
109. Until an attorney can be secured by the company to write
up agreements between the company and the BoDs, the company
will not be held liable for money and shares listed as assets
of the BoD.
110. The money and stocks/shares to be distributed at the
annual BoD meeting may remain at company headquarters.
They and all dividends will be paid out on January 1st.
111. ANNUAL BOARD MEETING AND MEETING'S MINUTES
112. Only founding Executives need not attend annual board meetings
or sign. That's due to the very special cases of the founders' needs
in particular founder Tiffany Briscoe, who is disabled and unable
sign.
113. NEW BYLAW ITEM TO BE APPROVED ON JULY 5TH 2014
All new Worker BoD names or Founding Executives who are elected on
July 5th, 2014 who had not ever recieved any company bonus shares,
shall receive 1000 shares of preferred stocks. After that date, the
amount awarded will be 100 shares(*) each time a new Worker BoD,
Founding Executive or Regular Executive is elected through July 5th,
2015.
114. The pay scale for Regular Executives and for Worker BoDs will
be;
President - 45 shares a month*
Vice President - 30 shares a month*
Secretary - 30 shares a month*
Treasurer - 30 shares a month*
Ethics & Grievances Officer - 15 shares a month*
Worker BoDs - 2 shares a month*
*Plus 100-unit signing bonus
115. NEW BYLAW ITEMS APPROVED AT THE JANUARY 5TH 2014 SPECIAL MEETING
116. All board members will have contact information to all other board members.
117. Require all Regular Executives and Founding Executives of the USA Bureau to
provide their bio information within three months of being in that position.
Non-compliance will result in being de-listed as a board member. They must
transmit the information via U.S. mail, eamil or deliver it in person.
118. DEVALUATION COMPENSATION: Three categories of share buyers/holders are to be compensated
on PPM due to tremendous losses by our biggest supporters; "CASH, NON-CASH and PENNIES", buyers.
CASH - Those who paid cash can swap dollar-paid for dollar-selling-price.
NON-CASH - Those holding share units who did not pay cash for purchase get no special treatment.
PENNIES - Those paying cash in pennies may swap penny-paid for penny-selling-price or get a refund.
(Those buying during the test-marketing period between 12/20/2013 to 1/5/2014)
119. Required contact information will include at a minimum of two of the three following
methods as a requirement of all board members; U.S. mailing address, phone number
and email address. All three are preferred and exceptions will be made when
the board members provide a reason as to why only one contact method is available.
120. The board agrees to four splits which take place as needed, based on supply, by filing an amendment
to the company's corporate charter. Adjustments in numbers can be made at the July 5th, 2014
annual board meeting/conference call. The share splits will end on 12/31/2014
1st split 10-for-1 = then sell 80 common shares (> 1 shares a day in 90 days) at $5.00 + or -
2nd split 10-for-1 = then sell 800 common shares (> 10 shares a day in 90 days) at $5.00 + or -
3rd split 10-for-1 = then sell 8000 common shares (> 100 shares a day in 90 days) at $5.00 + or -
4th split 10-for-1 = then sell 80,000 common shares (> 100 shares a day in 180 days) at $5.00 + or -
Total 341,500 units (or 34.15 shares before splits) Round off to 8 shares/cycle
121. The Board delegates the authority for the company's filer James Ogle to file notice of
Regulation D, rule 506 (c) with the Securities and Exchange Commission the private stock offering
as a Private Placement Memorandum (PPM) and with any of the 50 state's securities regulation
agency where sales take place.
122. Set a limit at 1/11th (9%), plus one share, of the 49% allotted for the APS Co. to sell.
The combined total of common and preferred shares permitted to be purchased and owned by
any and all of the elected Directors of the USA Bureau at any point in time shall never
exceed [490 X 9% (plus 1 share) = 44.10 + 1 share] or 441,000 plus 1 share after the 2014 split.
Note: Excess shares currently held in excess of 9% (plus one share)
by James Ogle once this item is passed are put for sale on the insider bids web page
waiver wire.
Insider bids web page will have a disclaimer and contact information for buyers.
123. Award the company's first 39 holders of penny credits one common stock share(s)
and consider all of them among the founders on the date when shares are valued
equivalent to a price one cent per one of every 10 million shares on 12/23/2013.
124. Write terms of a stock sale, take a board vote authorizing the offering.
This shall be recorded in the board meeting minutes and retained
to verify the legitimacy of the stock offering. Start sales at $.40 cents
and increase the price by 20% every month in order to reach a price of $5. by
year's end, December 31st, 2014. After July 5th the offerings may be made
in smaller offerings to be determined by the company's SEC filers.
125. The sale of common and preferred stock should start once the PPM is registered
and will continue through the next annual board of directors meeting on July 5th or
until all units of the available 8.33% total shares are completely sold or exhausted.
Continuation of the 8.33 annual sales rate in the second
half of 2014 and each following year is automatic unless changes in bylaws
or agenda takes place which outline different rates. The number of shares
to be offered during the year 2014 will be 180,000 units of common
in the first six months of 2014 and 180,000 shares of common in the last six
months of each year.
126. Any donor who requests a transfer of penny credits into shares, and the
reverse of shares into penny credits, may do so as long as the value is
even, one-for-one. However certain costs to the company for maintaining
the web page, accounting, postage and other costs shall be covered by the
member and/or trader in cases when recovering the costs are requested by
the company's Secretary.
127. ELECTION RULES AND VOTING FOR WISH LIST STAFF NOMINEES:
128. Any name receiving a majority of votes from the five elected executives'
votes (3/5th), will be considered elected as a "Wish List Staff Nominee".
129. Being elected as a member of the Wish List Staff Nominees means that a majority
of the five executives have given the go-ahead to place the name on this list. Once
the name is on the list at the #1 spot, then whenever new names are added, the new
name gets the number #1 spot and the name which previously held the #1 spot is moved
into the #2 place.
130. Once elected, the rankings for wish list staff nominees may be
changed from time to time when any of the executives on the committee
change their rankings for that name. Names can be expunged from the
list when the numeral is removed by the majority of executives, when
the simple majority of the executives no longer award a numeral for
the name or when the person asks that their name be removed.
131. All "Wish List Staff Nominees" are eligible to cast a vote for
the "Worker BoDs" (BoDs = board of directors) and their vote may change
at any time they wish to change it.
132. INTERNATIONAL BUREAU
133. The International Bureau elections and decisions will not take
priority over all other subsidiary levels.
134. Standardized Rewards for Service Terms of Five Year Increments
Future share awards for service terms should be standardized:
100 common for 5 years service.
200 common for 10 years service.
500 common for 15 years service.
2500 common for every five years after that.
135. SHARE DISTRIBUTION FOR FOUNDING EXECUTIVES
136. All shares which were distributed, elections held and decisions approved,
under the All Party System Co.'s first set of bylaws, whose bylaws were also duly
approved by the majority of all board members and executives at the company's
first board meeting/conference call and were signed by the same majority
of board members as approved on July 5th 2013, shall be honored, made good
and carried through to the fullest extent possible as intended.
137. All shares which were distributed, elections held and decisions approved,
the All Party System Co.'s proposed amendments to first set of bylaws,
the agenda which was also approved by the majority of all board members
and executives elected at the company's second board meeting/conference call,
a special board meeting on January 5th, 2014, whose minutes were signed by the
same majority of board members as approved on January 5th 2014, shall be honored,
made good and carried through to the fullest extent possible as intended.
138. If any special rewards of shares and/or monetary payments are determined
to be needed or deserved and are referred by that individual or another member
of the company, then the majority vote of the five members of the Ethics &
Grievances Committee may a) endose it in its entirety and/or b) be
reduce/increase the reward by a percentage c) or decline.
These determinations must be followed by the company's executive officers.
139. RE-INVESTMENT PLANS
140. Dividends are combined with new deposits to buy addition preferred or common stock shares.
(under construction)
141. OTHER OFFICERS:
142. Founding Executives, Volunteer Executive Staff
and Worker/Investor Directors may elect such other officers and agents as it shall
deem necessary or expedient, who shall hold their offices for such terms and shall exercise such
powers and perform such duties as shall be determined from time to time by the Executives and/or
Board of Directors. The voting system to be used in all elections of additional officers and
staff shall be the Sainte-Lague parliament seat distribution system, Hagenbach-Bischoff method, under
ranked choice voting (RCV). The names of the particular offices created shall not be limited by
the names which are currently listed in these bylaws, nor are amendments required to create such
officers position or job description names and their titles.
143. BOD AND EXECUTIVE VOTING
144. Delegation: In the case of absence or inability to act by any officer of the
corporation or any person herein authorized to act in their place, the Executives
and/or Board of Directors may from time to time delegate the powers or duties of
such officer to any other officer, director or other person whom it may select.
145. Vacancies: Vacancies in any office arising from any cause may be filled
only by the counting of the original votes cast from the election which elected
the departing officer, and if no such next higher ranked name is elected,
then the office will remain unfilled until the next scheduled election.
146. Loans: No loans shall be made by the corporation to any officer, unless first approved by the
holders of 50% plus one vote of the voting shares.
147. Term - Removal: The officers of the corporation other than the executives shall hold office
until their successors are chosen and qualify.
148. Any officer or agent elected or appointed by the Executives and/or
Board of Directors may be removed at any time, without cause, simply by the affirmative
vote of a majority of the combined voting of a majority of the Executives and
Board of Directors, and when a majority agreement is reached, such removal shall be without
prejudice to the contract rights, if any, of the person so removed. Only the combined officers
of the Executives and Board of Directors may remove an officer whom was not originally elected
or appointed when being considered for removal.
149. Bonds: The Executives and/or Board of Directors may, by resolution, require any and all
of the officers to give bonds to the corporation, with sufficient surety or sureties,
conditioned for the faithful performance of the duties of their respective offices, and to
comply with such other conditions as may from time to time be required by the Executives
and/or Board of Directors.
150. Salaries: The salaries of the officers shall be fixed from time to time by the Executives
and/or the Board of Directors, and no officer shall be prevented from receiving such salary
by reason of the fact that he is also an executive and/or board of director of the corporation.
151. STOCK
152. Certificates: Certificates of stock shall be issued in numerical order,
and each shareholder shall be entitled to a certificate signed by the Executives;
The President and the Secretary, or the President and the Treasurer,
and may be sealed with the seal of the corporation or a facsimile thereof.
The signatures of such officers may be facsimiles if;
The President, Secretary and/or Treasurer provide written approval for
specific numbers of units to be released with such facsimile, of when
the certificate is first manually signed on behalf of the transfer agent,
or registered by a registrar other than the corporation itself or an
employee of the corporation.
153. If an officer who has signed or whose facsimile signature has been
placed upon such certificate ceases to be an officer before the certificate
is used, it may be issued by the corporation with the same effect as if
the person were an officer on the date of issue.
154. Transfer: Transfers of stock shall be made only upon the stock transfer
books of the corporation, kept at the registered office of the corporation
or at its principal place of business, or at the office of its transfer agent
or registrar; and before a new certificate is issued. the old certificate
shall be surrendered for cancellation. The Executives may, by resolution,
open a share register in any state of the United States, and may employ an
agent or agents to keep such register, and to record transfers or shares therein.
155. Registered Owner: Registered shareholders shall be treated by the
corporation as the holders in fact of the stock standing in their respective
names and the corporation shall not be bound to recognize any equitable or
other claim to or interest in any share on the part of any other person,
whether or not it shall have express or other notice thereof, except as expressly
provided below or by the laws of the State of State. The Executives may adopt by
resolution a procedure whereby a shareholder of the corporation may certify in
writing to the corporation that all or a portion of the shares registered in the
name of such shareholder are held for the account of a specified person or
persons. The resolution shall set forth:
(a) The classification of shareholder who may certify;
(b) The purpose or purposes for which the certification may be made;
(c) The form of certification and information to be contained therein;
(d) If the certification is with respect to a record date or closing of the
stock transfer books, the date within which the certification must be received
by the corporation; and
(e) Such other provisions with respect to the procedure as are deemed necessary
or desirable.
156. Upon receipt by the corporation of a certification complying with the procedure,
the persons specified in the certification shall be deemed, for the purpose or
purposes set forth in the certification, to be the holders of record of the
number of shares specified in place of the shareholder making the certification.
157. Mutilated, Lost, or Destroyed Certificates: In case of any mutilation, loss
or destruction of any certificate of stock, another may be issued in its place
on proof of such mutilation, loss or destruction. The Board of Directors may
impose conditions on such issuance and may require the giving of a satisfactory
bond or indemnity to the corporation in such sum as they might determine or
establish such other procedures as they deem necessary.
158. Fractional Shares or Scrip: The Corporation may:
159. (a) Issue fractions of a share which shall entitle the holder to
exercise voting rights, to receive dividends thereon, and to participate
in any of the assets of the corporation in the event of liquidation;
(b) Arrange for the disposition of fractional interests by those entitled thereto;
(c) Pay in cash the fair market value of fractions of a share as of the
time when those entitled to receive such shares are determined; or
(d) Issue script in registered or bearer form which shall entitle the holder to
receive a certificate for the full share upon surrender of such script
aggregating a full share.
160. Shares of Another Corporation: Shares owned by the corporation in another
corporation, domestic or foreign, may be voted by such officer, agent or proxy as
the Board of Directors may determine or, in the absence of such determination,
by the President of the Corporation.
161. THE ALL PARTY SYSTEM CO.
(APS) is established as a for-profit corporation, as a fund raising arm for the
USA Parliament, with a mandate of 51% of all voting and non-voting class shares
being controlled by the five Founding Executives of the All Party System Co.,
with rules mandating that they may never be sold, assuring the long term control
of the All Party System Co. by the five Founding Executives.
162. The share types consist of 5,000,000 common and 5,000,000 preferred shares and
together the total sum is 10,000,000 shares. This 50/50 balance will always remain in
in effect, and may never be altered. Neither share types will be permitted to
be sold which would make the company's total holdings fall below the 51% mark and
so the company will always retain 51% of each share type.
163. Common Stock: The All Party System Co., as a for-profit stock corporation,
may as needed sell only up to 49% of the voting class shares to public investors
which are to be known as common stock. The Voting class shares known as Common
Stock are created for the purpose of allowing all owners of such share to elect
BoD members who will represent the interests of the investors. One share = one vote.
164. Every share holder may only have one vote on any board of which they serve.
The investors control 50% (ten of twenty) of the 20 BoDs through
one vote/one or more shares and are ranked starting on the USA Bureau in proportion
to the percent of the 49% available shares which they own.
165. The 51% of
the voting class shares owned by the company/Founding Executives/USA Parliament,
will not be used for electing members of the Board other than the five Founding
Executives and this 51% of all stocks (2,550,000 of common and 2,550,000 of preferred)
may never be sold.
166. Preferred Stock: The All Party System Co., as a for-profit stock corporation,
may as needed sell only up to 49% of the non-voting class shares to public investors.
Non-voting class shares are to be known as Preferred Stock. All owners of such
non-voting class shares will be awarded dividends on an annual basis derived from
actual profits.
167. The exact amounts of the dividends will be determined by the Board of Directors,
will be split by all holders of preferred shares proportionately and will be paid out from
the net annual profits on January 1st of each year.
168. The 51% of the preferred class shares owned by the Founding Executives,
will not ever be used for paying dividends to members of the Board nor will
they ever be sold.
169. Additional rules and stipulations may apply as share purchasing
agreements are written, in regards to the payment of dividends.
170. GENERAL DESCRIPTIONS OF EXECUTIVES, BOARD OF DIRECTORS AND INVESTOR VOTING
171. The Initial Directors designated in the All Party System Co.'s certificate of
incorporation which was filed in the State of Delaware on October 22nd, 2012
shall be henceforth known as the Founding Executives, and those who have not
signed are henceforth Founding Executives in name only, without powers until
officially signed as such, with the exception of Tiffany Briscoe who is disabled
and unable to sign. James Ogle is the first of the Initial Directors and the
Initial Directors who joined him, who became known as the five Founding Directors,
will be rotated simultaneously to the election of the USA Parliament's five
executives; the three prime ministers and two secretaries.
172. Numbers and Powers of BoDs: The management of all the affairs, property and interest of
the corporation shall be vested in the Board of Directors, and shall hold office until
their successors are elected and qualified.
173. Board of Directors to Be Elected by the Workers, Employees and Investors: Exactly one
half (50%) of the Board of Directors shall be elected by the holders of voting class
shares (Common Stock) and the other half (50%) of the Board of Directors shall be elected
from the ranks of the elected volunteers, staff, executives, employees and workers of
the All Party System Co. Those two halves then elect the five Regular Executives
under a 365-day "vote of confidence".
174. The profits going to the Executives of the Board of Directors will be determined
after all obligations owed to the holders of the preferred stock are met at the end of the
fiscal year.
175. Executives and Board of Directors Voting: All elected staff and decisions must be
elected under simple majority rule, ranked choice voting (RCV), Sainte-Lague parliament
seat distribution system, Hagenbach-Bishop method in multi-winner districts of two or
more only.
176. Term Lengths: All Board of Directors shall serve
terms which begin and end on July 5th at 4:20 pm PST every year.
177. VOTING OF THREE ITEMS: All voting consists of three subjects being voted on:
a) The election of names to be elected which will always use ranked choice voting (RCV).
b) The election of the bylaws which will always use ranked choice voting (RCV).
c) The election of items on the agenda which will always use ranked choice voting (RCV).
178. Removal of Board of Directors/Votes of Confidence: At a meeting of shareholders called expressly
for that purpose, the entire Board of Directors may be removed or shuffled by a vote of the holders
of a majority of shares and a majority of the workers/employees as long as the combined majorities
of both factions surpass 50% of those eligible to vote under rules of these bylaws and all the
election guidelines are followed.
179. Regular Meetings: Regular meetings of the Board of Directors or any committee may only be
held with proper notice at the registered office of the corporation or at such place or places,
either within or without the State of California, as the Board of Directors or such committee,
as the case may be, on July 5th every year.
180. Special Meetings: Special meetings of the Board of Directors may be held at any place
and at any time and may be called when 100% of the elected Board of Directors had been
properly notified thirty days in advance.
181. As per precedent of the first year the All Party System Co. included a special meeting
on January 5th 2014, that shall hold precendent and every year in the future there will be
a regular meeting on January 5th of each year for voting on agenda items and bylaw changes.
Agenda items will take effect as soon as the majority of the board members approve the items
with a combination of votes at the speacil January 5th meeting and the signing of the minutes
and through this combination the agenda will take effect immediately and the proposed bylaw
changes will be written into the proposed bylaws for the annual July 5th board meeting when
bylaws are approved for one year every year.
182. Notice of Meetings: Unless the Articles of Incorporation provide otherwise, any regular
meeting of the Board of Directors may only be held with notice of the date, time, place, or
purpose of the meeting. Any special meeting of the Board of Directors must be preceded by at least
thirty days' notice of the date, time, and place of the meeting, but not of its purpose, unless
the Articles of Incorporation of these Bylaws require otherwise. Notice may be given personally,
by facsimile, by email, by mail, or in any other manner allowed by law. Oral notification shall be
sufficient only if a written record of such notice is included in the Corporation's minute book.
Notice shall be deemed effective at the earliest of. (a) receipt; (b) delivery to the proper
address or telephone number of the directors as shown in the Corporation's records; or (c) five
days after its deposit in the United States mail, as evidenced by the postmark, if correctly
addressed and mailed with first-class postage prepaid. Notice of any meeting of the Board of
Directors may be waived by any director at any time, by a signed writing, delivered to the
Corporation for inclusion in the minutes, either before or after the meeting. Attendance or
participation by a director at a meeting unless the director promptly objects to holding the
meeting or to the transaction of any business on the grounds that the meeting was not lawfully
convened and the director does not thereafter vote for or assent to action taken at the meeting.
183. Quorum: A simple majority of the whole Executive or Board of Directors shall be necessary
at all annual July 5th meetings to constitute a quorum for the transaction of business.
Meeting via teleconference and/or combination of teleconference and in-person meetings
are enough to reach a quorum. When no quorum is reached, the addition of those signing of
the meeting's minutes to make a simple majority is sufficiant.
Only the Board of Directors (BoDs) who are either present at the annual meeting
combined with those who sign the meetings minutes will remain on the BoDs as the 50%-plus-
one-majority and all the remaining BoDs whose numbers add up to more than 50% of the BoDs who
did not attend or sign the minutes will be eliminated from the BoD beginning with the
lowest ranked names from the Worker BoDs until a majority of BoDs who either attended
the annual BoD meeting plus those who signed the meetings minutes within 60 days equals
a simple majority of remaining BoDs. If Investor BoDs remaining on the the complete board
help constitute part of numbers making more than 50% who did not attend the annual meeting
or signers of the meetings minutes than the Investor BoDs will also be removed one-by-one
until the remaining BoDs consist of a majority who attended the annual meeting or
signed the meeting's minutes.
184. A quorum is not required on any decisions for day to day operations. In all decisions
and elections of staff or officers other than the annual July 5th meetings, a simple majority
vote under ranked choice voting (RCV) of the participating voting members
is all that will be needed or required.
185. Waiver of Notice: Attendance of a director at a meeting shall constitute a waiver of
notice of such meeting, except where a director attends for the express purpose of objecting
to the transaction of any business because the meeting was not lawfully called or convened.
A waiver of notice signed by the director or directors, whether before or after the time stated
for the meeting, shall be equivalent to the giving of notice.
186. Registering Dissent: A director who is present at a meeting of the Board of
Directors at which action on a corporate matter is taken shall be presumed to have assented
to such action unless his dissent shall be entered in the minutes of the meeting, or unless
he shall file his written dissent to such action with the person acting as the secretary of
the meeting, before the adjournment thereof, or shall forward such dissent by registered mail
to the Secretary of the corporation immediately after the adjournment of the meeting. Such
right to dissent shall not apply to a director who voted in favor of such action.
187. Executive and Other Committees for Board of Directors: Standing or special committees may
be elected or appointed from its own members by the Board of Directors from time to time and may
from time to time invest such committees with such powers as it may see fit, subject to such
conditions as may be prescribed by such Board. An Executive Committee may be appointed by
resolution passed by a majority of the full Board of Directors. It shall have and exercise all
of the authority of the Board of Directors, except in reference to amending the Articles of
Incorporation, adopting a plan of merger or consolidation, recommending sale, lease or exchange
or other disposition of all or substantially all the property and assets of the corporation
otherwise than in the equal and regular course of business, recommending a voluntary dissolution
or a revocation thereof, or amending the Bylaws. All committees so appointed shall keep regular
minutes of the transactions of their meetings and shall cause them to be recorded in books kept
for that purpose in the office of the corporation. The designation of any such committee and the
delegation of authority thereto, shall not relieve the Board of Directors, or any member thereof,
of any responsibility imposed by law.
188. Remuneration: No stated salary shall be paid to the Board of Directors, as such, for their service,
but by resolution of the Executive Committee and or Board of Directors. A fixed sum and expenses of
attendance, if any, may be allowed for attendance at each regular or special meeting of such
Board; provided, that nothing herein contained shall be construed to preclude any director
from serving the corporation in any other capacity and receiving compensation therefore.
Member of standing or special committees may be allowed like compensation for attending
committee meetings.
189. Loans: No loans shall be made by the corporation to the directors, unless first
approved by the holders of a majority of the voting shares combined with a majority of the
votes from Board of Director members representing the workers/employees. No loans shall
be made by the corporation secured by its own shares.
190. Action by Directors Without a Meeting: Any action required or which may be taken
without a meeting of the directors, or of a committee thereof, may be taken without a meeting if
a consent in writing, setting forth the action so taken, shall be signed by all of the directors,
or all of the members of the committee, as the case may be. Such consent shall have the same
effect as a unanimous vote.
191. Action of Directors by Communications Equipment: Any action required or which
may be taken at a meeting of directors, or of a committee thereof, may be taken by means of a
conference telephone or similar communications equipment by means of which all persons
participating in the meeting can hear each other at the same time.
192. SHAREHOLDER'S MEETINGS
193. Meeting Place: All meetings of the shareholders shall be held the
registered office of the corporation, or at such place as shall be
determined from time to time by the Executives, and the place at which
any such meeting shall be held shall be stated in the notice of the meeting.
194. Annual Meeting Time: The annual meeting of the Executives, shareholders and
workers for the election of directors and for the transaction of such other
business as may properly come before the meeting, shall be held each year on
July 5th, at the hour of 12 noon pm PST, if not a legal holiday, and if a legal holiday,
then on the day following, at the same hour.
195. Annual Meeting - Order of Business: At the annual meeting of
shareholders, workers and executives, the order of business shall be as follows:
196. (a) Calling of the meeting to order.
(b) Roll Call
(c) Proof of notice of meeting (or filing of waiver).
(d) Reading and approval of minutes of last annual meeting.
(e) Report of officers.
(f) Reports of committees.
(g) Election of directors.
(h) Election of bylaws.
(i) Election of agenda (Twelve funded items, plus free items).
(j) Miscellaneous business.
(k) Final Roll Call
197. Special Meetings: Special meetings of the shareholders for any purpose
may be called at any time by the Executives, Board of Directors, or the
holders of not less than 50% of all shares entitled to vote at the meeting.
198. Notice (a) Notice of the time and place of an annual meeting of shareholders shall
be given by delivering personally or by mailing a written or printed notice
of the same, at least ten days, and not more than fifty days, prior to the
meeting, to each shareholder of record entitled to vote at such meeting.
(b) At least ten days and not more than fifty days prior to the meeting,
written or printed notice of each special meeting, and the purpose or purposes
for which the meeting is called, shall be delivered personally, or mailed to
each shareholder of record entitled to vote at such meeting.
199. Voting Record: At least ten days before each meeting of shareholders,
a complete record of the shareholders entitled to vote at such meeting,
or any adjournment thereof, shall be made, arranged in alphabetical order,
with the address of and number of shares held by each, which record shall
be kept on file at the registered office of the corporation for a period
of ten days prior to the meeting. The records shall be kept open at the
time and place of such meeting for the inspection of any shareholder.
200. Quorum: Except as otherwise required by law:
(a) A quorum at any annual or special meeting of shareholders shall consist
of shareholders representing, either in person or by proxy, a majority of
the outstanding capital stock of the corporation, entitled to vote at such meeting.
(b) The voters of a majority in interest of those present at any properly
called meeting or adjourned meeting of shareholders at which a quorum as in
this paragraph defined is present, shall be sufficient to transact business.
201. Closing of Transfer Books and Fixing Record Date: For the purpose of
determining shareholders entitled to notice of or to vote at any meeting of
shareholders, or any adjournment thereof, or entitled to receive payment
of any dividend, the Executives may provide that the stock transfer
books shall be closed for a stated period not to exceed fifty days nor be
less than ten days preceding such meeting. In lieu of closing the stock
transfer books, the Executives may fix in advance a record date
for any such determination of shareholders, such date to be not more than
fifty days, and, in case of a meeting of shareholders, not less than ten
days prior to the date on which the particular action requiring such
determination of shareholders is to be taken.
202. Proxies: A shareholder may vote either in person or by proxy executed
in writing by the shareholder, or his duly authorized attorney-in-fact.
No proxy shall be valid after eleven months from the date of its execution,
unless otherwise provided in the proxy.
203. Action by Shareholders Without a Meeting: Any action required or which
may be taken at a meeting of shareholders of the corporation, may be taken
at a meeting if a consent in writing, setting forth the action so taken,
shall be signed by all of the shareholders entitled to vote with respect to
the subject matter thereof. Such consent shall have the same force and
effect as a unanimous vote of the shareholders.
204. Waiver of Notice: A waiver of notice required to be given any shareholder,
signed by the person or persons entitled to such notice, whether before or
after the time stated therein for the meeting, shall be equivalent to the
giving of such notice.
205. DIVIDENDS AND FINANCE
206. Dividends: Dividends may be declared by the Board of Directors and paid by the corporation
out of the unreserved and unrestricted earned surplus of the corporation, or out of the unreserved
and unrestricted net earnings of the current fiscal year, or in treasury shares of the corporation,
subject to the conditions and limitations imposed by the State of Delaware. The stock transfer books
may be closed for the payment of dividends during such periods of not exceeding fifty days, as from
time to time may be fixed by the Board of Directors. The Board of Directors, however, without
closing the books of the corporation, may declare dividends payable only to holders of record at
the close of business, on any business day not more than fifty days prior to the date on which
the dividend is paid.
207. Reserves: Before making any distribution of earned surplus, there may be set aside out
of the earned surplus of the corporation such sum or sums as the Executives and the Board of Directors
from time to time in their absolute discretion deem expedient dividends, or for
maintaining any property of the corporation, or for any other purpose, and earned
surplus of any year not set apart until otherwise
disposed of by the Executives and the Board of Directors.
208. Depositories: The moneys of the corporation shall be deposited in the name of the
corporation in such bank or trust company or trust companies as the Treasurers of the
Executives and Board of Directors shall designate, and shall be drawn out only by check
or other order for payment of money signed by both Treasurers and in such manner as may
be determined by resolution of the Executives and Board of Directors.
209. A limited number (up to 49%) of non-voting class shares (Preferred Stock) will
be sold by the All Party System Co., and this class of shares will
be used to pay bonuses to employees, staff, pay for mergers and any other uses
deemed necessary by the All Party System Co.'s Executives by simple majority
vote under ranked choice voting (RCV) by the Executives. Only the elected
executives will be able to award and sell non-voting class shares (Preferred Stock).
No more than 49% of the Preferred Stocks will ever be sold.
210. Share-Splits of Voting and Non Voting Classes of Share: Share-splits may only
occur when approved by simple majority vote by the voting members of the board of
directors under ranked choice voting (RCV).
211. NOTICES
212. Except as may otherwise be required by law, any notice to any shareholder or director
may be delivered personally, by email or by mail. If mailed, the notice shall be deemed to have
been delivered when deposited in the United States mail, addressed to the addressee
at his last known address in the records of the corporation, with postage thereon prepaid.
213. SEAL
214. The corporate seal of the corporation shall be in such form and bear such inscription as may
be adopted by resolution of the Executives and/or Board of Directors, or by usage of the officers
on behalf of the corporation. The procurement of a corporate seal shall be discretionary only,
and is not required.
215. BOOKS AND RECORDS
216. The corporation shall keep correct and complete books and record of accounts and shall keep
minutes of the proceedings of its Executives, workers/staff's employment and voting records,
shareholders and Board of Directors, and shall keep at its registered office or principal
place of business, or at the office of its transfer agent or registrar, a record of its
shareholders, giving the names and addresses of all shareholders and the number and class of
the shares held by each. Any books, records, and minutes may be in written form or any other form
capable of being converted into written form within a reasonable time.
217. SPECIAL CORPORATE ACTS
218. Execution of Written Instruments: Contracts, deeds, documents, and instruments shall
be executed by the President after approval by a majority of the executives in vote
using ranked choice voting (RCV). The Board of Directors shall, in a particular situation,
designate another procedure for their execution.
219. Signing of Checks or Notes: Checks, notes, drafts, and demands for money shall be
signed by only the elected Treasurer from time to time designated by the Board of Directors.
220. Indemnification of Directors and Officers: The corporation shall indemnify any and
all Executives, Board of Directors, officers, employee, staff, former directors, former
officers or any person who may have served at its request as a director or officer of the
corporation or of any other corporation in which it is a creditor, against expenses actually
or necessarily incurred by them in connection with the defense or settlement of any action,
suit, or proceeding brought or threatened in which they, or any of them, are or might be made
parties, or a party, by reason of being or having been directors, officers or a director or an
officer of the corporation, or of such other corporation.
This indemnification shall apply to signers of company shares, including the company's
President, Vice President, Secretary, Treasurer and Ethics & Grievances Officer.
This indemnification shall not apply,
however, to matter as to which such director or officer or former director or officer or person
shall be adjudged in such action, suit, or proceeding to be liable for negligence or misconduct
in the performance of duty. Such indemnification shall not be deemed exclusive of other rights
to which those indemnified may be entitled, under any law, bylaw, agreement, vote of
shareholders, or otherwise.
221. AMENDMENTS
222. By BoDs: The BoDs shall have the power to make, alter, amend and
repeal the Bylaws of this corporation though simple majority vote of the BoDs
using ranked choice voting (RCV). Any such alteration, amendment, or repeal of the Bylaws,
may be changed or repealed by a simple majority of the Board of Directors
entitled to vote at any Board of Director meeting under ranked choice voting
at the annual July 5th meeting.
223. Emergency Bylaws: The Board of Directors may adopt emergency Bylaws, Bylaws: subject
to repeal or change by action of the shareholders, which shall be operative during any
emergency in the conduct of business of the corporation resulting from an attack on the
United States or any nuclear or atomic disaster.
224. RESOLUTIONS ADOPTED BY 2ND ANNUAL BOARD MEETING/CONFERENCE CALL
REGARDING ELECTION AND QUALIFICATION OF DIRECTORS OF All Party System Co.
225. The undersigned, being the Initial Director of All Party System Co.,
a Delaware corporation (the "Corporation"), named in the Statement of Actions
Taken to Organize All Party System Co., hereby adopts the following resolutions:
226. RESOLVED, that the bylaws be, and the same hereby are, adopted as and for
the bylaws of the Corporation, and that a copy thereof be placed in the Minute
Book of the Corporation; and, further,
227. RESOLVED, that the following persons be, and hereby are, elected Board of Directors
of the Corporation, to serve until the second annual meeting of the board of directors
and until their successors are elected and qualify:
____________________________________________(sign)
Founding Executive Benjamin Meiklejohn
Dated: __________
____________________________________________(sign)
Founding Executive Vanessa Davis
Dated: __________
____________________________________________(sign)
Founding Executive Larry Carter Center
Dated: __________
____________________________________________(sign)
Founding Executive Tiffany Briscoe
Dated: __________
____________________________________________(sign)
Founding Executive and Secretary James Ogle
Dated: __________
____________________________________________(sign)
President Ernest Wells
Dated: __________
____________________________________________(sign)
Vice President Samael Clemens
Dated: __________
____________________________________________(sign)
Ethics & Greivances Officer Tony Jones
Dated: __________
____________________________________________(sign)
Treasurer Rob Roberts
Dated: __________
____________________________________________(sign)
Workers Board of Director
Dated: __________
____________________________________________(sign)
Workers Board of Director
Dated: __________
____________________________________________(sign)
Workers Board of Director
Dated: __________
____________________________________________(sign)
Workers Board of Director
Dated: __________
____________________________________________(sign)
Workers Board of Director
Dated: __________
____________________________________________(sign)
Workers Board of Director
Dated: __________
____________________________________________(sign)
Workers Board of Director
Dated: __________
____________________________________________(sign)
Workers Board of Director
Dated: __________
____________________________________________(sign)
Workers Board of Director
Dated: __________
____________________________________________(sign)
Workers Board of Director
Dated: __________
____________________________________________(sign)
Investor Board of Director
Dated: __________
____________________________________________(sign)
Investor Board of Director
Dated: __________
____________________________________________(sign)
Investor Board of Director
Dated: __________
____________________________________________(sign)
Investor Board of Director
Dated: __________
____________________________________________(sign)
Investor Board of Director
Dated: __________
____________________________________________(sign)
Investor Board of Director
Dated: __________
____________________________________________(sign)
Investor Board of Director
Dated: __________
____________________________________________(sign)
Investor Board of Director
Dated: __________
____________________________________________(sign)
Investor Board of Director
Dated: __________
____________________________________________(sign)
Investor Board of Director
Dated: __________