Bylaws

Approved by the Board of Directors 9/20/07

BY-LAWS OF Games For Life, A NOT-FOR-PROFIT CORPORATION

ARTICLE I -- ORGANIZATION

Section 1.1. The name of the organization shall be Games For Life.
Section 1.2. The organization may at its pleasure by a unanimous vote of the membership body change its name.

ARTICLE II -- OFFICES

Section 2.1. The registered office of the corporation shall be at:
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Avondale Estates, GA -----
Section 2.2. The corporation may also have offices at such other places as the Board of Directors may from time to time appoint or the nonprofit may require.
Section 2.3. The registered agent in charge thereof shall be: Ronald LaVon Chapman Jr..

ARTICLE III -- PURPOSES

Section 3.1. The following are the purposes for which this organization has been organized: To advance individual understanding and use of games for personal growth and knowledge. To teach individuals the usefulness of games to support healthy, fully-functioning, and financially responsible lives. The organization will focus on children.
The Corporation is organized pursuant to the provision of the Georgia Nonprofit Corporation Code, 0.C.G.A. § 14-3-101, et. seq. We seek exemption as a nonprofit that promotes education and educational goals.
Section 3.2. Games For Life will not distribute any part of the net earnings of the corporation to the benefit of any director, officer, member or employee of the corporation, or any private individual except that reasonable compensation may be paid for services rendered to or for the corporation affecting one or more of its purposes.  
Section 3.3. Games For Life will not engage in significant legislative lobbying or involve itself in political campaign activity.

ARTICLE IV -- INDEMNIFICATION OF DIRECTORS, OFFICERS, EMPLOYEES AND AGENTS

Section 4.1. Indemnification of Directors and Officers. To the fullest extent permitted by the laws of the State of Georgia, including future amendments of those laws, the corporation shall indemnify and hold harmless each director and officer of the corporation against any and all claims, liabilities, and expenses, (including attorneys' fees, judgments, fines, and amounts paid in settlement), actually and reasonably incurred and arising from any threatened, pending, or completed action, suit or proceeding, whether civil, criminal, administrative, or investigative, to which any such person shall have become subject by reason of having held such a position or having allegedly taken or omitted to take any action in connection with any such position. However, the foregoing shall not apply to:
a. any breach of such person's duty of loyalty to the corporation or its stakeholders;
any act or omission by such person not in good faith or which involves intentional misconduct or where such person had reasonable cause to believe his conduct was unlawful; or
b. any transaction from which such person derived any improper personal benefit.

Section 4.2. Determination of Entitlement of Directors and Officers to Indemnification. The decision concerning whether a director or officer seeking indemnification has satisfied the provisions of Section 4.1 shall be made by (i) the board of directors by a majority vote of a quorum consisting of directors who are not parties to the action, suit, or proceeding giving rise to the claim for indemnity ("Disinterested Directors"), whether or not such majority constitutes a quorum; (ii) if there are no Disinterested Directors, or if the Disinterested Directors so direct, by independent legal counsel in a written opinion.

Section 4.3. Indemnification of employees and agents. The board of directors may, in such cases as, in its complete discretion, it deems appropriate, indemnify and hold harmless employees and agents of the corporation, and persons who formerly held such positions against any or all claims and liabilities (including reasonable legal fees and other expenses incurred in connection with such claims or liabilities) to which any such person shall have become subject by reason of having held such a position or having allegedly taken or omitted to take any action in connection with such position.


ARTICLE V -- BOARD OF DIRECTORS

Section 5.1. Powers. The property, business, and affairs of the corporation shall be managed and controlled by the board of directors. They shall exercise all the powers of the corporation and do all acts and things as are not, by law, the Articles of Incorporation or these Bylaws, as required by stakeholders. Also the board may delegate duties to the officers of the corporation to the full extent allowed by law.

Section 5.2. Number, Election and Term. The board of directors shall consist of a minimum of 3 persons and a maximum of 15 directors.
Directors shall be elected each year at the annual meeting of the shareholders and will serve 3 year terms; before possible reelection. In all cases, current directors shall serve until their successors have been elected and qualified.
The directors need not be residents of this state.

Section 5.3. Regular Meetings; Quorum. Such Board of Directors shall only act in the name of the organization when it shall be regularly convened by its chairman after due notice to all the directors of such meeting. Regular meetings of the Board shall be at least biannually, held in the spring and fall, at the registered office of the corporation, or at such other time and place as shall be determined by the Board. Rules of procedure for the conduct of such meetings shall be adopted by resolution of the board of directors. Notice of such regular meetings need not be given. A majority of members of the board shall constitute a quorum for the transaction of business, but a lesser number may adjourn to another day if a quorum is not present. 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, unless the act of a greater number is required by the Articles of Incorporation or these Bylaws.
The Board of Directors may make such rules and regulations covering its meetings as it may in its discretion determine necessary.

Section 5.4. The annual membership meeting of this organization shall be held at the fall meeting each and every year.

Section 5.5. Regular meetings of this organization shall be held at-
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Avondale Estates, GA -----
Regular meetings may also be at other locations as the Board of Directors may from time to time decide or the nonprofit may require.

Section 5.6. Special Meetings. Special meetings of the board may be held at any time and place, upon the call of the chairman of the board, the president or secretary of the corporation by notice delivered to each director not less than three (3) days before such meeting. Such notice shall state the reasons that such meeting has been called, the business to be transacted at such meeting and by whom it was called. No other business but that specified in the notice may be transacted at such special meeting without the unanimous consent of all present at such meeting.
For purposed of this section, "delivery" of notice of a board of director's meeting may be accomplished either by hand−delivery, through the U.S. Postal Service, through a private parcel carrier service, by email, or electronically by facsimile transmission. "Delivery" is completed upon receipt by the director through any of the aforementioned means except when delivery of notice is by U.S. Postal Service or private parcel carrier service or email, in which case, delivery shall be completed upon delivery of the notice to the director's last known home or email address.

Section 5.7. Director meeting via telephone conference. Directors may appear at a meeting of the board by means of telephone conference or similar communication system whereby all persons participating in the meeting can hear each other, and participation in a meeting in this manner shall constitute presence in person at the meeting. Furthermore, a director appearing at board meeting via telephone conference shall also be allowed to vote by this medium. Furthermore, it is permissible for all directors to appear at a meeting of the board of directors via telephone conference or similar communication system.

Section 5.8. Consent in Lieu of Meeting/Action by Consent. Any action which is required to be or may be taken at a meeting of the directors may be taken without a meeting if consents in writing, setting forth the action so taken, are signed by all the directors. The written consent may be executed in several identical counterparts by the directors with the effect as if the directors had executed a single document.

Section 5.9. Compensation. Directors as such, shall not receive any stated salary for their services, but by resolution of the Board, a fixed sum and expenses of attendance at each regular or special meeting of the 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.

Section 5.10. Resignation and Filling of Vacancies of Directors. Any director of the corporation may resign at any time by giving written notice of such resignation to the board of directors, the chairman of the board, or the corporation. Any such resignation shall take effect at the time specified therein or, if no time be specified, upon receipt thereof by the board of directors or one of the officers. Vacancies on the board and newly created directorships resulting from any increase in the number of directors to constitute the board of directors may be filled by a duly approved resolution of a majority of the directors then in office, although not less than a quorum, or by a sole remaining director.

Section 5.11. Committees. The board of directors, by resolution adopted by a majority of the whole board, may designate two or more directors to constitute a committee. Each such committee, to the extent provided in such resolution, shall have and may exercise the authority of the board of directors, as so delegated in the resolution, in the management of the corporation; but the designation of such committee and the delegation thereto of authority shall not operate to relieve the board of directors, or any member thereof, of any responsibility imposed upon it or such member by law.

Section 5.12. Removal: A director may be removed when sufficient cause exists for such removal. The Board of Directors may entertain charges against any director. A director may be represented by counsel upon any removal hearing. A director may be removed from their position before their 3 year term is up by a unanimous vote of the board, less the person in question.


ARTICLE VI -- OFFICERS

Section 6.1. Number, Election and Term. The officers of the corporation shall be at minimum a chairman, treasurer, and secretary who shall be chosen by the board of directors at its first meeting. The same individual may hold all three offices. The Board of Directors may elect such other officers with such titles and duties as it may determine are appropriate. All officers, unless sooner removed, shall hold their respective offices until the first meeting of the board of directors after the next succeeding election of the board of directors and until their successors shall have been duly elected and qualified. The Board of Directors may also choose other officers as it shall deem necessary.

Section 6.2. Term of Office: The officers of the corporation shall hold office for one year and until their successors are chosen and have qualified. Any officer or agent elected or appointed by the Board may be removed by the Board of Directors whenever in its judgment the best interest of the corporation will be served thereby.

Section 6.3. Removal. Any officer or agent elected or appointed by the board of directors may be removed by the board of directors whenever in its judgment the best interests of the corporation will be served thereby, but such removal shall not effect the contract rights, if any, of the officer or agent so removed.

Section 6.4. Chairperson: The Chairperson of the Board, if any, shall preside at all meetings of directors; he shall see that all orders and resolutions of the Board are carried into effect, subject, however, to the right of the directors to delegate any specific powers, except such as may be by statute exclusively conferred on the Chairperson, to any other officer or officers of the corporation. He shall appoint all committees, temporary or permanent. He shall be EX-OFFICIO a member of all committees and shall perform such other duties as the board of directors or these Bylaws may prescribe. He shall present at each annual meeting of the organization an annual report of the work of the organization. He shall see all books, reports and certificates required by law are properly kept or filed. He shall be one of the officers who may sign the checks or drafts of the organization. He shall have such powers as may be reasonably construed as belonging to the chief executive of any organization.

Section 6.5. Second Chairperson. The second chairperson, if any, in the order of their seniority shall, in the absence or disability of the chairman perform the duties and exercise the powers of the chairperson, and shall perform such other duties as the board of directors or the chairperson may prescribe.

Section 6.6. Secretary and Assistant Secretaries. The Secretary shall keep the minutes and records of the organization in appropriate books. It shall be his duty to file any certificate required by any statute, federal or state. He shall give and serve all notices to members of this organization. He shall be the official custodian of the records and seal of this organization. He may be one of the officers required to sign the checks and drafts of the organization. He shall present to the membership at any meetings any communication addressed to him as Secretary of the organization. He shall submit to the Board of Directors any communications which shall be addressed to him as Secretary of the organization. He shall attend to all correspondence of the organization and shall exercise all duties incident to the office of Secretary. The assistant secretaries, if any, in order of their seniority shall, in the absence or disability of the secretary, perform the duties and exercise the powers of the secretary and shall perform such other duties as the board of directors may prescribe.

Section 6.7. Treasurer and Assistant Treasurers. The Treasurer shall have the care and custody of all monies belonging to the organization and shall be solely responsible for such monies or securities of the organization. He shall deposit funds in a regular business bank within 2 weeks of their receipt. Funds can be deposited in a savings bank except that the Board of Directors may cause such funds to be invested in such investments as shall be legal for a non-profit corporation in this state. He must be one of the officers who shall sign checks or drafts of the organization. No special fund may be set aside that shall make it unnecessary for the Treasurer to sign the checks issued upon it. He shall render at stated periods as the Board of Directors shall determine a written account of the finances of the organization and such report shall be affixed to the minutes of the Board of Directors of such meeting. He shall exercise all duties incident to the office of Treasurer. He shall keep full and accurate accounts of receipts and disbursements in books belonging to the corporation, shall deposit all monies and other valuable effects in the name and to the credit of the corporation in such depositories as may be designated by the board of directors and shall perform such other duties as the board of directors may prescribe. The treasurer shall disburse the funds of the corporation as may be ordered by the board, taking proper vouchers for such disbursements. If required by the board of directors, the treasurer shall give the corporation a bond in such sum and with such surety or sureties as shall be satisfactory to the board for the faithful performance of the duties of his office and for the restoration to the corporation, in case of his death, resignation, retirement or removal from office, of all books, papers, vouchers, money and other property of whatever kind in his possession or under his control belonging to the corporation. The assistant treasurers, if any, in the order of their seniority shall, in the absence or disability of the treasurer, perform the duties and exercise the powers of the treasurer and shall perform such other duties as the board of directors may prescribe.

ARTICLE VII -- VOTING

Section 7.1. At all meetings, except for the election of officers and directors, all votes shall be by voice. For election or removal of officers, ballots shall be provided and there shall not appear any place on such ballot that might tend to indicate the person who cast such ballot.

Section 7.2. At any regular or special meeting, if a majority so requires, any question may be voted upon in the manner and style provided for election of officers and directors. At all votes by ballot the chairperson of such meeting shall, prior to the commencement of balloting, appoint a committee of three who shall act as "Inspectors of Election" and who shall, at the conclusion of such balloting, certify in writing to the Chairman the results and the certified copy shall be affixed in the minute book to the minutes of that meeting.

Section 7.3. Each director shall have one vote.

Section 7.4. No inspector of election shall be a candidate for office or shall be personally interested in the question voted upon.

Section 7.5. In order for a measure to pass, it must have plurality.

Section 7.6. In the event of a tie, the measure fails.


ARTICLE VIII -- ORDER OF BUSINESS

1. Roll Call
2. Reading of the Minutes of the preceding meeting
3. Reports of Committees/Reports of Officers
4. Old and Unfinished Business
5. New Business
6. Adjournments


ARTICLE IX -- SALARIES

Section 9.1. No officer shall for reason of his office be entitled to receive any salary or compensation, but nothing herein shall be construed to prevent an officer or director for receiving any compensation from the organization for duties other than as a director or officer.

Section 9.2. Salaries: The Board of Directors shall hire and fix the compensation of any and all employees which they in their discretion may determine to be necessary for the conduct of the business of the organization.

ARTICLE X -- AMENDMENTS

Section 10.1. Amendment of Bylaws. These By-Laws may be altered, amended, repealed or added to by a unanimous of the Board of Directors.
In those instances where the Bylaws explicitly grant the board of directors the authority to alter such designations as the registered office of the corporation, the corporate seal, or the total number of directors, action taken by the board within such grants of authority shall not be considered an "amendment" of these Bylaws.

ARTICLE XI -- ORGANIZATIONAL RECORDS

Section 11.1. Any person, in person or by attorney or other agent, shall, upon written demand under oath stating the purpose thereof, have the right during the usual hours for business to inspect for any proper purpose its other books and records, and to make copies or extracts therefrom. A proper purpose shall mean a purpose reasonably related to such person's interest as a stakeholder. In every instance where an attorney or other agent shall be the person who seeks the right to inspection, the demand under oath shall be accompanied by a power of attorney or such other writing which authorizes the attorney or other agent to so act on behalf of the stakeholder. The demand under oath shall be directed to the corporation at its registered office in this state or at its principal place of business.

ARTICLE XII -- ANNUAL STATEMENT
Section 12.1. Fiscal year of the corporation. Unless the board of directors shall select another date through a duly adopted resolution, the fiscal year of the corporation shall begin on the first day of January of each year and end on the 31st day of December.

Section 12.2. The President and Board of Directors shall present at each annual meeting a full and complete statement of the business and affairs of the corporation for the preceding year. Such statement shall be prepared and presented in whatever manner the Board of Directors shall deem advisable and need not be verified by a certified public accountant.

ARTICLE XIII -- MISCELLANEOUS PROVISIONS

Section 13.1. Checks: All checks or demands for money and notes of the corporation shall be signed by such officer or officers as the Board of Directors may from time to time designate.

Section 13.2. Notice: Whenever written notice is required to be given to any person, it may be given to such person, either personally or by sending a copy thereof through the mail, by email, or by fax, charges prepaid, to his address appearing on the books of the corporation, or supplied by him to the corporation for the purpose of notice. If the notice is sent by mail, email or fax it shall be deemed to have been given to the person entitled thereto when deposited in the United States mail, emailed or faxed to such person. Such notice shall specify the place, day and hour of the meeting and, in the case of a special meeting, the general nature of the business to be transacted.

Section 13.3. Disallowed Compensation: Any payments made to an officer or employee of the corporation such as a salary, commission, bonus, interest, rent, travel or entertainment expense incurred by him, which shall be disallowed in whole or in part as a deductible expense by the Internal Revenue Service, shall be reimbursed by such officer or employee to the corporation to the full extent of such disallowance. It shall be the duty of the directors, as a Board, to enforce payment of each such amount disallowed. In lieu of payment by the officer or employee, subject to the determination of the directors, proportionate amounts may be withheld from his future compensation payments until the amount owed to the corporation has been recovered.

Article XIV – DISSOLUTION

Section 14.1. Dissolution of the organization will require a unanimous vote of the Board in favor of dissolution. Upon dissolution of the corporation, the Board of Trustees shall, after paying or making provisions for the payment of all the liabilities of the corporation, dispose of all the assets of the corporation exclusively for the purposes of the corporation in such manner, or to such organization or organizations organized and operated exclusively for charitable, educational, religious, or scientific purposes as shall at the time qualify as an exempt organization or organizations under Section 501(c)(3) of the Internal Revenue Code of 1986 (or corresponding provision of any future United State Internal Revenue Law), as the Board of Trustees shall determine. Any such assets not so disposed of shall be disposed of by the Court of Common Pleas of the county in which the principal office of the corporation is then located, exclusively for such purposes or to such organization or organizations, as said court shall determine, which are organized and operated exclusively for such purposes.