Second Life Foundation

Bylaws
Second Life Foundation

Article I
Offices

Section 1. Principal Office. The principal office of the Foundation shall be located in the City of West Des Moines, County of Polk, State of Iowa.

Section 2. Registered Office. The registered office of the Foundation may be the same as the principal office of the Foundation, but must in any event be located in the State of Iowa.

Section 3. Other Business Offices. The Foundation may have business offices at such other places, either within or without the State of Iowa, as the Board of Directors may designate or as the affairs of the Foundation may require from time to time.

Article II
Board of Directors

Section 1. General Powers. The business, property, and affairs of the Foundation shall be managed by its Board of Directors.

Section 2. Number. The number of Directors of the Foundation shall be one (1).

Section 3. Tenure. New Directors shall be elected by a majority vote of the Board of Directors for an initial term of five (5) years and may then be confirmed as permanent directors by a two-thirds majority vote of all of the Board, except that the founding Director will have permanent tenure as Chairman of the Board of Directors.

Section 4. Annual Meetings. The annual meeting of the Board of Directors shall be held at such time and place as shall be determined by all of the members of the Board of Directors.

Section 5. Qualifications. Directors need not be residents of the State of Iowa, nor officers in the Foundation; but must meet the qualifications specified in the Articles of Incorporation.

Section 6. Regular Meetings. The Board of Directors may establish times and places for such regular meetings as they feel are needed. The times and places for these meetings shall be determined by the members of the Board of Directors.

Section 7. Special Meetings. Special meetings of the Board of Directors may be called by or at the request of the President, or in his absence, the Vice Presiident, or any Director. The person or persons authorized to call such meetings of the Board of Directors may fix the place within or without the State of Iowa for any special meeting called by them; and if no other place is fixed the place of the meeting shall be the principal office of the Foundation in the State of Iowa. All notices of special meetings shall state the purpose thereof.

Section 8. Quorum. A majority of the members of the Board shall constitute a quorum for the transaction of business at any meeting of the Board of Directors, but if less than a majority is present at a meeting, a majority of Directors present may adjourn the meeting from time to time without further notice.

Section 9. Manner of Acting. The act of the majority of the Directors present at a meeting at which a quorum is present shall be the act of the Board of Directors, except in those matters which require a unanimous vote of all Directors.

Section 10. Vacancies. Any vacancy occurring in the Board of Directors may be filled by appointment made by the remaining Directors at any regular or special meeting of the Board of Directors.

Section 11. Executive Committee. The Directors may by resolution appoint two or more members of the Board as an executive committee to manage the affairs of the Foundation during the interim between meetings of the Board.

Article III
Officers

Section 1. Number. The officers of the Foundation shall be a President, a Vice President, a Secretary, and a Treasurer. One person may hold more than one office of the Foundation, except those of the President and Vice President. Officers need not be Directors.

Section 2. Election and Term of Office. The officers of the Foundation to be elected by the Board of Directors shall be elected annually by the Board of Directors at their annual meeting. If the election of officers shall not be held at such meeting, such election shall be held as soon thereafter as conveniently may be. Each officer shall hold office until his successor shall have been duly elected and shall have duly qualified or until his death or until he resign or shall have been removed in the manner hereinafter provided.

Section 3. Removal. Any officer or agent elected or appointed by the Board of Directors may be removed by the Board of Directors whenever in its judgement the best interests of the Foundation would be served thereby.

Section 4. Vacancies. A vacancy in any office because of death, resignation, removal, disqualification, or otherwise may be filled by the Board of Directors for the unexpired portion of the term.

Section 5. President. The President shall be the Chief Operating Officer of the Foundation and, subject to the control of the Board of Directors, shall in general supervise and control all of the business and affairs of the Foundation. He shall have authority, subject to such rules as may be prescribed by the Board of Directors, to appoint such agents and employees of the Foundation as he shall deem necessary, to prescribe their powers, duties, and compensation, and to delegate authority to them. Such agents and employees shall hold office at the discretion of the President. He shall have authority to sign, execute, and acknowledge, on behalf of the Foundation, all deeds, mortgages, bonds, contracts, leases, reports, and all other documents or instruments necessary or proper to be executed in the course of the Foundation's regular business, or which shall be authorized by resolution of the Board of Directors; and, except as otherwise provided by law or the Board of Directors, he may authorize the Vice President or other officer or agent of the Foundation to sign, execute and acknowledge such documents or instruments in his place and stead. In general he shall perform all duties incident to the office of President and such other duties as may be prescribed by the Board of Directors from time to time.

Section 6. Vice President. In the absence of the President or in the event of his death, inability, or refusal to act, the Vice President shall perform the duties of President, and when so acting, shall have all of the powers and be subject to all of the restrictions upon the President. The Vice President shall perform such other duties as from time to time may be assigned to him by the President or by the Board of Directors.

Section 7. Secretary. The Secretary shall: (a) keep the minutes of the Board of Directors' meetings in one or more books provided for that purpose; (b) see that all notices are duly given in accordance with the provisions of these Bylaws or as required by law; (c) be custodian of the Foundation's records and of the seal of the Foundation and see that the seal of the Foundation is affixed to all documents the execution of which on behalf of the Foundation under its seal is duly authorized; and (d) in general perform all duties incident to the office of Secretary and such other duties as from time to time may be assigned to him by the President or by the Bard of Directors.

Section 8. Treasurer. The Treasurer shall be the Chief Financial Officer of the Foundation. If required by the Board of Directors, the Treasurer and any Assistant Treasurer selected by the Board of Directors shall give a bond for the faithful discharge of his duties in such sum and with such surety or sureties as the Board of Directors shall determine. He shall: (a) have charge and custody of and be responsible for all funds and securities of the Foundation; receive and give receipts for monies due and payable to the Foundation from any source whatsoever, and deposit all such monies in the name of the Foundation in such banks, trust companies, or other depositaries as shall be selected in accordance with the provisions of these Bylaws; and (b) in general perform all of the duties incident to the office of Treasurer and such other duties as from time to time may be assigned to him by the President or by the Board of Directors.

Section 9. Assistants and Acting Officers. The Assistant Secretaries and Assistant Treasurers, if any, selected by the Board of Directors, shall perform such duties and have such authority as from time to time be delegated or assigned to them by the Secretary or Treasurer, respectively, or by the President or the Board of Directors. The Board of Directors shall have the power to appoint any person to perform the duties of an officer whenever for any reason it is impracticable for such officer to act personally. Such acting officer so appointed shall have the powers of and be subject to all of the restrictions upon the officer to whose office he is so appointed except as the Board of Directors may by resolution otherwise determine.

Section 10. Salaries. The salaries of the officers shall be fixed from time to time by the Board of Directors and no officer shall be previented from receiving such salary by reason of the fact that he is also a Director of the Foundation.

Section 11. Filling More than One Office. One person may hold more than one office of the Foundation except those of President and Vice President, but no officer shall execute, acknowledge, or verify any instrument in more than one capacity.

Article IV
Symbolic Devices

Section 1. Seal. The Board of Directors may provide a seal which shall be circular in form and shall have inscribed thereon the name of the Foundation, and the words Foundation Seal.

Section 2. Logo. The logo of the foundation shall be a heart superimposed on the numeral two (2), as included in Appendix A of these Bylaws.

Article V
Amendments

These Bylaws may be altered, amended, or repealed and new Bylaws may be adopted by the Board of Directors by a unanimous vote of all the Directors of the Foundation.