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REGULATIONS OF OUT-OF-SIGHT.NET, Inc.

Adopted June 8, 2010

ARTICLE I

MEMBERS, TRUSTEES AND PURPOSES

Section 1. The members of Out of Sight (out-of-sight.net, Inc.), shall be all persons who have applied for registration, have been officially approved and are currently in good standing with said corporation.

Section 2. Persons selected as Trustees of the corporation and qualifying as such shall thereby become members of the corporation and such members and Trustees shall be selected and elected as provided in Article II.

Section 3. The purposes of the Corporation are as follows:

1. To function and subsist as an internet chat site, created as a community consisting primarily of blind and visually impaired individuals who have come together to share life experiences;
2. To provide a comfortable atmosphere where camaraderie, friendship, educational opportunities, fun and challenging games and a variety of other special events are made available to be enjoyed by its participants;
3. To enrich the lives of every member who participates in its activities and events; and
4. Although the membership is made up mostly of blind and visually impaired persons, people from all walks of life, nationality, race and religious affiliation are welcome as members.

Section 3. All programs, services, employment and functionality of the corporation, including, but not limited to, the election and/or approval of members and Trustees, shall be administered and provided without regard to race, sex, age, religion, color, national origin or disability.

ARTICLE II

BOARD OF TRUSTEES

Section 1. All of the authority of the corporation shall be exercised by the Board of Trustees. The Board of Trustees shall consist of no fewer than seven (7) and no more than fifteen (15) persons, each of whom shall hold office until his or her resignation, removal from office, as hereinafter provided in Section 3 of this Article, or the expiration of his or her term, whichever first occurs.

Section 2. The majority of the Trustees present in person, by phone or by proxy shall constitute a quorum for the transaction of any business. The act of a majority of the Trustees present at a meeting at which a quorum is present shall be the act of the Trustees, unless a greater number is required by the Regulations or by law.

Section 3. Any Trustee may be removed from office, after notice and opportunity to make a statement or be heard, by resolution to that effect duly adopted by the unanimous affirmative vote of all the other Trustees present at a duly constituted meeting of the Trustees called for that purpose, at which meeting not less than two-thirds, (2/3) of the incumbent Trustees are present. Removal of a Trustee may be based upon, but is not limited to, the following grounds:

1. The refusal or failure of a Trustee to comply with the Bylaws of the Corporation;
2. The failure or neglect of a Trustee to perform his or her duties as Trustee in an honest and forthright manner;
3. If a Trustee engages in any conduct which has injured or would injure the business or reputation of the Corporation or otherwise adversely affect the interest of the Corporation;
4. If a Trustee has been found guilty of fraud, dishonesty or any other act of misconduct in the rendering of services on the behalf of the Corporation;
5. The unexcused absence, combined with the lack of a properly executed proxy in accordance with these Regulations, for said absence, from three (3) regularly scheduled Trustee meetings within a calendar year;
6. If, for any reason, a Trustee becomes unable to perform his or her duties as Trustee of the Corporation; or
7. For any other good and sufficient cause.

Section 4. Should any vacancy occur in the membership of the Board of Trustees by death, resignation, removal from office or otherwise, the nominating committee may present one or more nominations to the Trustees, and the remaining Trustees may select and elect some other person to fill such vacancy for the unexpired term at the next regularly scheduled meeting or at a special meeting called for such purpose following the occurrence of such vacancy.

Section 5. Except as otherwise provided herein, the term of office for a Trustee shall be two (2) years and no person may serve as a Trustee for more than three (3) consecutive full terms. A former Trustee shall be eligible to serve again as a Trustee after the lapse of one year from the expiration of his or her prior term as a Trustee.

Section 6.

1. Trustees shall be elected by majority vote at the annual meeting, or at any special meeting called for that purpose. Each elected Board of Trustee will be assigned as a numerical position. The odd numbered Board seats (i.e., Seats 1, 3, 5 and 7) will be appointed in the even number years, and the even numbered Board seats (i.e., Seats 2, 4 and 6) will be appointed in the odd number years. Except where a Trustee resigns or is removed from office as provided in Section 3 of this Article, a Trustee’s term of office shall expire upon the election of his or her successor.
2. Candidates for the Board may be submitted by the general membership, including the board of Trustees.

Section 7. Any possible conflict of interest pertaining to any Trustee shall be disclosed to the Board by the person concerned. When such conflict of interest is relevant to a matter requiring action by the Board of Trustees, including, but not limited to removal from the Board, the interested person shall call it to the attention of the Board, and such person shall not vote on the matter. The person having such conflict shall vacate the room from where the Board is meeting and shall not participate in the final deliberation or decision regarding the matter under consideration.

ARTICLE III

MEETINGS

Section 1. The annual meeting of the Trustees shall be held in a designated chat room of the website hosted by the corporation or at such other place as may be designated by the Trustees at such time as designated by the President on any day during the period of time between January 2 through the Monday preceding the second Tuesday of January of each year. Each Trustee shall be notified of such meeting by computer transmission or mail addressed to his or her last known applicable address at least ten days prior to the date of such meeting.

Section 2. Regular meetings of the Trustees shall be held in a designated chat room on the website hosted by the corporation or at such other place as may be designated by the President, at such time as may be designated by the President, on the second Tuesday of each month, or regular meetings may be held at such other times as may be fixed by resolution of the Trustees. The Secretary shall give written notice to each Trustee of the time and place of all regular meetings of the Trustees, either by personal delivery or by mail, telegram or facsimile or computer transmission, at least five days before the meeting.

Section 3. Special meetings of the Trustees may be called at any time by the President (or in the case of his or her absence or inability to act, or any vacancy in the office of the President, by the Vice-President) or by any two of the Trustees. At least twenty-four hours prior notice of each special meeting shall be given in writing to each Trustee either by personal delivery or by mail, telegram or facsimile or computer transmission, which notice shall state the time, place and objects of such meeting. Such notice may be given by the officers or Trustees calling the meeting but the Secretary shall give such notice upon written instructions from such officers or Trustees. All special meetings shall be held in a designated chat room hosted by the website of the corporation as designated in the notice thereof, unless all the Trustees agree in writing or by personal presence to meet elsewhere.

Section 4. Any meeting of Trustees may be adjourned from time to time and any business that might have been done at such meeting may be done at any adjourned session thereof. Meetings of the Trustees may be held on a holiday, or part holiday, with the same force and effect as if held on a business day.

Section 5. Any Trustee may waive in writing notice of any meeting of the Trustees, and attendance, by any Trustee, without protest, at any meeting of the Trustees shall be deemed a waiver of the notice of such meeting.

Section 6.

1. Voting at elections and votes on other matters by the Trustees may be conducted by mail or computer transmission.
2. A person who is entitled to attend a Trustees’ meeting, to vote thereat, or to execute consents, waivers, or releases, may be represented at such meeting or vote thereat, and execute consents, waivers and releases, and exercise any of his or her other rights, by proxy or proxies appointed by a writing signed by such person.
3. A computer transmission, telegram or cablegram appearing to have been transmitted by such person, or a facsimile transmission, photographic, photostatic, or equivalent reproduction of a writing, appointing a proxy is a sufficient writing.
4. No appointment of a proxy is valid after the expiration of 60 days after it is made unless the writing specifies the date on which it is to expire or the length of time it is to continue in force.
5. An appointment of a proxy is not revoked by the death or incompetency of the maker unless, before the vote is taken or the authority granted is otherwise exercised, written notice of such death or incompetency is received by the corporation from the executor or administrator of the estate of such maker.

ARTICLE IV

POWERS AND DUTIES OF TRUSTEES

Section 1. The Trustees, at a meeting of two-thirds (2/3) or more of them, shall have power to remove at their pleasure any officer; to prescribe their duties and powers and fix their compensation, if any, but no member or Trustee shall receive any compensation for his or her services as such member or Trustee or as an officer or employee, except that payment of reasonable compensation for services otherwise rendered may be made to a Trustee or member or to a firm or corporation in which he or she may have an interest.

Section 2. The Trustees shall have power to collect and receive all moneys or properties paid or transferred to the corporation to be used for the purposes provided in the Articles of Incorporation; to pay all necessary and reasonable expenses required to carry out the work of the corporation and to use all said moneys and property for the purposes provided in the Articles of Incorporation.

Section 3. The Trustees shall have power to create from time to time such committees, standing or special, as they shall deem best, to consist of not less than three Trustees, and to delegate to them such powers and authority as they shall deem proper, and to revoke their appointment and to restrict or modify their powers. The President shall appoint the chair (other than the nominating committee) members of such committees.

Section 4. In addition to any other committee created by the Trustees, there shall be a nominating committee consisting of three Trustees appointed by the President. The nominating committee shall select its own chair. The nominating committee shall select all candidates for Trustee and officer positions based upon the skill requirements of each such position, and shall nominate such persons as the committee deems appropriate at any meeting held for, or in part for the purpose of electing trustees and/or officers.

Section 5. The Trustees shall facilitate the auditing of the books, affairs and conditions of the corporation and render annual, or more frequent, reports as deemed necessary by the Board.

Section 6. The Trustees shall have the power and authority to do any other lawful act which may be necessary or convenient or incident to the carrying out of the purposes for which the corporation is formed.