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Bylaws of Troubled Times, Inc.
a Nonprofit Public Benefit Corporation
Article 7: Records
The corporation shall keep, at the corporate Headquarters:
(a) minutes of all meetings of directors, committees of the board and, if this corporation has members, of all meetings of members, indicating the time and place of holding such meetings, whether regular or special, how called, the notice given, and the names of those present and the proceedings thereof;
(b) adequate and correct books and records of account, including accounts of its properties and business transactions and accounts of its assets, liabilities, receipts, disbursements, gains and losses;
(c) a record of its members, if any, indicating their names and addresses and, if applicable, the class of membership held by each member and the termination date of any membership;
(d) a copy of the corporation's Articles of Incorporation and Bylaws as amended to date, which shall be open to inspection by the members, if any, of the corporation at all reasonable times during office hours.
The bylaws of Troubled Times, Inc. will be made available to the public on the World Wide Web, so that members of the public can print off a readable copy at their pleasure. Printing from the web avoids the cost of postage, is timely, and is complete, and where the requester has this access is deemed an acceptable alternative to regular mail. Where the public requires a copy and does not have access to the web, the Secretary of Troubled Times, Inc. will be available via e-mail contact from the web site to receive such requests. Such requests will be honored if the requester provides the Secretary with a return self-addressed envelope with postage.
The Board of Directors may adopt, use, and at will alter, a corporate Seal. Such seal shall be kept at the principal office of the corporation. Failure to affix the seal to corporate instruments, however, shall not affect the validity of any such instrument. Troubled Times, Inc. is an international organization with widely disbursed membership and officers. To facilitate signing documents embossed with the corporate Seal, the President and Treasurer will retain a copy of the Seal, along with the Secretary. Under normal circumstances, papers requiring more than one signature will be shuttled from one officer to the next, under the direction of the Secretary who will ensure that the papers are embossed with the corporate seal when all signatures are collected. Copies of all records will be sent to all officers, for safe keeping and as a reference. The Secretary is responsible for securing the original records.
Every Director shall have the absolute right at any reasonable time to inspect and copy all books, records and documents of every kind and to inspect the physical properties of the corporation. Any inspection under the provisions of this Article may be made in person or by agent or attorney and the right to inspection includes the right to copy and make extracts.
Each and every Member shall have the following inspection rights, for a purpose reasonably related to such person's interest as a member:
(a) to inspect and copy the record of all members' names and e-mail addresses, with reasonable notice to the Secretary of at least 3 days notice via e-mail;
(b) to inspect at any reasonable time the books, records, or minutes of proceedings of the members or of the board or committees of the board, upon e-mail request submitted to the Secretary by the member, for a purpose reasonably related to such person's interests as a member.
The Board shall cause an Annual Report to be furnished not later than 120 days after the close of the corporation's Fiscal Year to all directors of the corporation and, if this corporation has members, to any member who requests it in writing, which report shall contain the following information in appropriate detail:
(a) the assets and liabilities, including the trust funds, of the corporation as of the end of the Fiscal Year;
(b) the principal changes in assets and liabilities, including trust funds, during the Fiscal Year;
(c) the revenue or receipts of the corporation , both unrestricted and restricted to particular purposes, for the Fiscal Year;
(d) the expenses or disbursements of the corporation, for both general and restricted purposes, during the Fiscal Year;
(e) any transactions involving members of directors or officers, the reporting of which may be required by the laws of the State of Delaware or the Internal Revenue Service.
The Annual Report shall be accompanied by any report thereon of independent accountants, or, if there is no such report, the certificate of an authorized officer of the corporation that such statements were prepared without audit from the books and records of the corporation. If this corporation receives $25,000, or more, in gross revenues or receipts during the Fiscal Year, this corporation shall automatically send the above Annual Report to all members, in such manner, at such time, and with such contents, including an accompanying report from independent accountants or certification of a corporate officer.
This corporation shall mail or deliver to all Directors and any and all Members a statement within 120 days after the close of its Fiscal Year which briefly describes the amount and circumstances of any transaction in which the corporation was a party, and in which either a member, an officer, a board member, or an agent of the corporation had a direct or indirect material financial interest. This statement shall briefly describe the names of the interested persons involved in such transactions, stating each person's relationship to the corporation, the nature of such person's interest in the transaction and, where practical, the amount of such interest, provided that in the case of a transaction with a partnership of which such person is a partner, only the interest of the partnership need be stated.