Pegasi Corporation Bylaws

BY-LAWS FOR PEGASI, INCORPORATED

Article 1 -- Name and Purpose

1.1 Identification. This non-profit Corporation, "Pegasi Incorporated" shall be referred to herein as "Pegasi" or "the Corporation".

1.2 Purpose. Pegasi is a Washington non-profit Corporation that exists primarily for the purpose of holding events to facilitate education about the show 'My Little Pony: Friendship is Magic', as well as its related literature, art and culture, and to
facilitate the donation of funds to non-profit institutions that the board decides are worthy.

1.3 Limitation of Financial Activities. Notwithstanding any other provision of these bylaws, no Member, Director, Officer, or representative of this Corporation shall take any action or carry on
any activity by or on behalf of the Corporation not permitted to be taken or carried on by an organization exempt under Section 501(c)(3) of the Internal Revenue Code and its Regulations as they now exist or as they may hereafter be amended, or by an organization contributions to which are deductible under Section 170(c)(2) of such Code and Regulations as they now exist or as they may hereafter be amended.

It is intended that Pegasi be entitled to exemption from Federal income tax under section 501(c)3 of the Internal Revenue Code and shall not be a private foundation as described in section 501(a) of the Code.

No part of Pegasi assets or net earnings may inure to the benefit of private individuals. This does not preclude the payment of any reasonable fees for goods or services provided to the
organization.

In the event of dissolution of Pegasi, the Pegasi net assets will be distributed to another nonprofit organization that is exempt under section 501(c)3 status of the Internal Revenue Code, said organization to be selected by the Board of Directors.

Pegasi shall not as a substantial part of its activities attempt to influence, carry on propaganda or otherwise attempt to influence legislation except to the extent permitted by section 501(h) of the
Internal Revenue Code.

Article 2 -- Offices

2.1 Registered Office and Registered Agent. The registered office of the Corporation shall be located in the State of Washington at such place as may be fixed from time to time by the Board of Directors upon filing of such notices as may be required by law. By custom, the registered office of the Corporation shall be the home of the registered agent of the Corporation.

2.2 The Principal Office of the Corporation. The principal office of the Corporation shall be an address determined by the Board of Directors.

2.3 Other Offices. The Corporation may have other offices within or outside the State of Washington at such place or places as the Board of Directors may from time to time determine.

Article 3 -- Organization
3.1 Corporate Organization. This Corporation is made up of three segments.

(a) The General Membership. The General Membership is made up of all people who have purchased an annual membership or been granted a membership for providing valuable service to the corporation. The General Membership has no voting rights.

(b) The Committee Membership. The Committee membership is made up of people who have served any Pegasi committee for a minimum of any two complete fiscal years within the previous ten years. The committee has exclusive right to make nominations for board membership. The committee membership will also have any other rights and responsibilities as specified by the organization.

(c) The Board of Directors. The Board of Directors is made up of a number of people (not less than 7 not more than 20 voting members) elected by the Board of Directors. The elected members serve a three year term, with elections for 1/3 of the board to be held each year at the annual meeting of the Corporation.

Article 4 -- The Board Of Directors

4.1 General Powers. The business and affairs of Pegasi shall be managed by its Board of Directors (the "Board"). The Board shall in all cases act as a board, and they may adopt such rules and regulations for the conduct of their meetings and the management of the Corporation as they may deem proper, not inconsistent with these by-laws and the laws of this State. The Board is uniquely empowered to deal with convention affairs that span multiple years.

4.2 Number and Qualifications. Board members must be General Members. The number of board members of Pegasi shall be chosen by the board as desired, but it shall be not less than 7 and not more than 20 voting members.

4.3 Classification and Tenure. The board shall be evenly divided (to the extent practical) into three classes. No more than one class can stand for re-election every fiscal year, and no class can stand for re-election more frequently than every third year. Board members of each class are elected for three year terms. The number of Directors may be changed from time to time by the Board without further amendment to these Bylaws.

4.4 Election. Election of Board Members shall take place at the annual election meeting of the Board of Directors. The election must be by secret ballot. Members of the Board must be elected by plurality.

4.5 Meetings.

(a) Election Meeting. Once a year the Board of directors will hold a election meeting for the purposes of electing members to the board. This board meeting will be held as a separate meeting, and those who are up for election have the option to be present to answer questions and state their case.

(b) Scheduled Meetings. The Board shall hold a minimum of four meetings a year in addition to the election meeting. Of the four meetings two must be open to the General Membership. Board members must be given at least 30 days advanced notice for a scheduled meeting to take place. The agenda for each meeting must be set and distributed to all Directors by the President before the meeting. Any voting member may add items to the agenda, provided that they announce the items at or before the start of business for the meeting.

(c) Unscheduled meetings. Unscheduled meetings may called by the President or by the agreement of any two board members. The member or members calling the meeting are required to give 7 days notice to the rest of the board members. This notice must include the agenda for the meeting, and the agenda must finalized a minimum of two days before the meeting date. The number participating must constitute Quorum.

(d) Emergency Meetings Emergency meetings may be called without notice by any Board Member or group of Board Members at any time. The Board Members involved in this meeting are required to make a good faith effort to contact and involve all board members. These meetings do not require Quorum, but decisions made at these meetings
must be reviewed by Quorum as soon as practically possible.

(c) Quorum. The quorum of the board is a simple majority of the board of directors. At least one officer must be present. Real time virtual presence is acceptable for a Board member to qualify as being in attendance.

4.6 Officers. The Officers of Pegasi shall be a President, a Vice President, a Secretary, and a Treasurer. Each officer shall be a Board Member and shall be appointed to his or her position by
the Board for the term of 1 year. This will happen at the election meeting.

(a) President. The President shall be the principal executive officer of Pegasi, and shall preside over all meetings of the Board. The President will be responsible for setting the agenda of each board meeting, distributing the agenda to all Board Members before scheduled and unscheduled meetings, and shall set the time, date, and location of each Board meeting. In the event of a tie vote, the president will break the tie vote.

(b) Vice President. The Vice President shall perform the duties and functions of the president when the president is unable to do so.

(b) Secretary. The Secretary shall conduct the correspondence of the Corporation, and shall keep the minutes of the Board's meetings. The secretary should have available a copy of the bylaws in any form during any meeting of the board if practical.

(c) Treasurer. The Treasurer shall be responsible for all financial duties for the Corporation and must complete and submit accurate State and Federal forms for the Corporation.

(d) Term of Office. The Officers of Pegasi will be appointed by the Board annually at the first meeting after the election meeting.

(e) Temporary Succession. In the event the President is not available at a meeting, the order of temporary succession after President is Vice President, Secretary, then Treasurer.

4.7 Removal. Any Board Member may be removed only at a scheduled or unscheduled meeting and must be given the opportunity to be present and to speak on their behalf at the meeting where removal is considered. 14 days notice must be provided to all board members before a vote may take place for removal. A 3/4 vote of the Board is required to for removal.

4.8 Suspension. Any Malfeasant behavior on the part of any board member will cause an immediate suspension from the board of that member.

4.9 Resignation of Board Members. A Board Member may resign at any time by giving written or electronic mail notice to the Board of Directors. Unless otherwise specified in the notice, the resignation shall take effect upon receipt thereof by the Board, and the acceptance of the resignation shall not be necessary to make it effective.

4.10 Vacancies. Vacancies in the board shall be filled by appointment of the board at the next non-emergency meeting. Vacancies filled in this manner do not change the classification of the seat.

4.11 Annual Report. The Board shall be responsible for publishing a annual report within 90 days of the end of the fiscal year.

Article 5 – Everfree North West

5.1 Requirements

(a) Recurrence The Everfree North West convention must occur every year.

(b) Special Memberships Upon request the event will provide a top level nontransferable membership to all previous Everfree North West chairs.

5.2 Event Duration The Everfree North West Committee may exist for not more than 450 days except by approval of the board.

5.3 Everfree North West Chair. For each Everfree North West, a Chair shall be selected by the Board.

(a) Scope of Authority. The Chair shall have executive authority for the execution of Everfree North West. This includes, but is not limited to the following:

(1) Choosing the members of the Everfree North West committee.

(2) Detailing all the particulars of Everfree North West as long as those particulars do not violate existing corporate regulations or agreements. Corporate regulations may not be violated, but agreements may be canceled with Board approval

(3) Firing any member of the Everfree North West committee.

(4) Sign checks relating to Everfree North West expenses.

(5) The committee Chair holds a non-voting seat on the board for his term as Everfree North West chair.

(b) Limitations on Scope of Authority. The Everfree North West Chair can make no agreements for the Corporation that extend beyond the Everfree North West (either in scope or in term) without the consent of the Board.

(c) Removal The Everfree North West Chair may be removed by 2/3rds of quorum of the board of directors at a board of directors meeting called for removal, the chair must be given the opportunity to be present and to speak on their behalf.

5.4 The Everfree North West Committee. The Everfree North West Committee Chair shall appoint the members of the Everfree North West Committee. The members of the event Committee serve at the discretion of the Chair, with responsibilities determined by the Chair, until the event is over, or they notify the Chair of their resignation.

5.5 Everfree North West Budget. The Everfree North West Chair shall submit an initial budget to the Board for approval at least eight months prior to the event. The Board shall vote to approve the budget by majority vote.

(a) No member of the Everfree North West Committee may spend Corporation funds without a budget that has been approved by the Board. Any non-budgeted expenses must be brought before the Board.

(b) The Chair may not amend an approved budget without consent of the Treasurer

(c) The Chair may not increase the total budget of Everfree North West by more than 10% of the last Board approved amount without getting the budget re-approved by the Board.

(d) The Chair may not change any approved departmental budget by more than 30% of the last Board approved amount without providing a new budget to the board as soon as practically possible.

(e) The Chair cannot authorize the disbursement of funds that do not represent either reimbursement or prepayment of approved budgetary expenditures. No funds shall ever be disbursed that represent wages to corporation members with the exception of the appearance stipend for Guests of Honor, if necessary.

(f) The Board does not have any line-item change ability in the process of approving a Everfree North West budget.

5.6 Remand procedure. In the event the Everfree North West Chair finds themself in a situation which is a conflict of interest, the chair must remand themselves and allow the Board to make that
decision. In this event, the President will establish the decision by non-secret collection of responses and simple majority rule. The President will then convey the outcome to the chair. Such decisions will be added to the corporate minutes at the next board meeting.

Article 6 – Major Events

6.1 Event Duration No event committee may exist for more than 450 days except by approval of the board.

6.2 Committee Chair. For each event a Committee Chair shall be selected by the Board.

(a) Scope of Authority. The Chair shall have executive authority for the execution of the Convention that he/she is responsible for. This includes, but is not limited to the following:

(1) Choosing the members of the event committee.

(2) Detailing all the particulars of the event as long as those particulars do not violate existing corporate regulations or agreements. Corporate regulations may not be violated, but agreements may be canceled with Board approval

(3) Firing any member of the event committee.

(4) Sign checks relating to event expenses.

(5) The committee Chair holds a non-voting seat on the board for his term as committee chair.

(b) Limitations on Scope of Authority. The committee Chair can make no agreements for the Corporation that extend beyond the event (either in scope or in term) without the consent of the Board.

(c) Removal The committee Chair may be removed by 2/3rds of quorum of the board of directors at a board of directors meeting called for removal, the chair must be given the opportunity to be present and to speak on their behalf.

6.3 The event Committee. The event Committee Chair shall appoint the members of the event Committee. The members of the event Committee serve at the discretion of the Chair, with responsibilities determined by the Chair, until the event is over, or they notify the Chair of their resignation.

6.4 Event Budget. The event Chair shall submit an initial budget to the Board for approval at least eight months prior to the event. The Board shall vote to approve the budget by majority vote.

(a) No member of the Convention Committee may spend Corporation funds without a budget that has been approved by the Board. Any non-budgeted expenses must be brought before the Board.

(b) The Chair may not amend an approved budget without consent of the Treasurer

(c) The Chair may not increase the total budget of the event by more than 10% of the last Board approved amount without getting the budget re-approved by the Board.

(d) The Chair may not change any approved departmental budget by more than 30% of the last Board approved amount without providing a new budget to the board as soon as practically possible.

(f) The Board does not have any line-item change ability in the process of approving a Convention budget.

6.5 Remand procedure. In the event the Convention Chair finds themselves in a situation which is a conflict of interest, the chair must remand themselves and allow the Board to make that decision. In this event, the President will establish the decision by non-secret collection of responses and simple majority rule. The President will then convey the outcome to the chair.

Such decisions will be added to the corporate minutes at the next board meeting.

Article 7 – Secondary Events

7.1 Event Duration No event committee may exist for more than 450 days except by approval of the board.

7.2 Classification The classification of an event to be considered a secondary event is at the discretion of the board.

7.3 Committee Chair. For each event a Committee Chair shall be selected by the Board.

(a) Scope of Authority. The Chair shall have executive authority for the execution of the event that he/she is responsible for. This includes, but is not limited to the following:

(b) Limitations on Scope of Authority. The committee Chair can make no agreements for the Corporation.

(c) Removal The committee Chair may be removed by a simple majority vote of the board of directors at a board of directors meeting called for removal, the chair must be given the opportunity to be present and to speak on their behalf.

7.4 The event Committee. The event Committee Chair shall appoint the members of the event Committee. The members of the event Committee serve at the discretion of the Chair, with responsibilities determined by the Chair, until the event is over, or they notify the Chair of their resignation.

7.5 Event Budget. The event Chair shall submit an initial budget to the Board for approval. The convention Chair may not increase their budget without board approval.

7.6 Remand procedure. In the event the Convention Chair finds themselves in a situation which is a conflict of interest, the chair must remand themselves and allow the Board to make that decision. In this event, the President will establish the decision by non-secret collection of responses and simple majority rule. The President will then convey the outcome to the chair.

Such decisions will be added to the corporate minutes at the next board meeting.

Article 8 - Fiscal Year

The fiscal year of Pegasi shall be fixed beginning on April 1.

Article 9 - Amendments

These by-laws may be altered, amended or repealed and new by-laws may be adopted by 2/3rds majority of the Board.

Article 10 - Indemnification

Pegasi shall indemnify, defend, and hold harmless each Officer and Board Member of the Corporation to the full extent of the law from and against all costs, losses, expenses, and claims incurred by such person because the person is or was a Board Member or Officer of Pegasi provided such person conducted himself or herself in good faith, the person reasonably believed that his or her conduct was in the Corporation's best interests, in the case of conduct in such
person's official capacity, or in all other cases, his or her conduct was at least not opposed to the Corporation's best interests, and in the case of any criminal proceeding, the person had no reasonable cause to believe that his or her conduct was unlawful.