Article 1. Basics

a. Name

The Corporation’s legal name is Criminology Open Ltd (“Corporation”).

b. Purpose

The Corporation has been organized to operate exclusively for the purposes set forth in the Corporation’s Articles of Incorporation.

c. Date of Incorporation

The Corporation was incorporated May 7, 2021, in the State of Georgia.

d. Office

The Corporation’s registered and principal office is 805 Peachtree Street NE Unit 601, Atlanta, GA 30308.

Article 2. People

a. Board of Directors & Officers

The Corporation’s affairs shall be managed by its Board of Directors (“Directors”). The Directors shall be constituted by no less than a CEO, Secretary, Treasurer (collectively, the “Officers”), and by no more than four additional members. The Directors shall:

• determine matters of policy in accordance with the provisions of the Articles of Incorporation, these Bylaws, and the Georgia Nonprofit Corporation Code (“Code”);

• have equal voting rights;

• have no term limits;

• not act in more than one capacity to execute, acknowledge, or verify an instrument required by law to be executed, acknowledged, or verified by more than one Director.

i. CEO

The CEO shall:

• be the Corporation’s Registered Agent;

• oversee all of the Corporation’s activities;

• appoint the Secretary, Treasurer, Additional Members, and Advisory Board;

• resign by email to the Secretary, who shall become CEO.

The CEO may also be referred to as the Director.

ii. Secretary

The Secretary shall:

• record, and provide access to a record of, the Corporation’s meeting notes;

• resign by email to the CEO.

The Secretary may also be referred to as a Vice Director.

iii. Treasurer

The Treasurer shall:

• record, and provide access to a record of, the Corporation’s financial activities;

• resign by email to the CEO.

The Treasurer may also be referred to as a Vice Director.

iv. Additional Members

Additional Members shall:

• fulfill other duties as needed;

• resign by email to the CEO.

The Additional Members may also be referred to as Associate Directors.

b. Advisory Board

The Corporation’s affairs shall be informed by its Board of Advisors (“Advisors”). It shall be constituted by no less than six members, and by no more than thirty members. They shall:

• provide input to the Directors;

• not act as a Director or represent themselves as such;

• serve at the request of the CEO;

• have no term limits;

• resign by email to the CEO.

c. Members

The Corporation shall have no members.

Article 3. Meetings

a. Scheduling

The CEO shall set the date, time, and place of the Corporation’s meetings: annual, quarterly, and irregular.

b. Notice

The CEO shall notify the Directors and Advisors of all meetings by email.

c. Quorum

Two-thirds of Directors must be present to constitute a quorum.

Article 4. Money

a. Compensation

The Corporation shall not pay any compensation to any Director or Advisor for services rendered to the Corporation, except for reasonable reimbursements with majority approval by the Directors. A Director or Advisor who serves the Corporation in any other capacity may receive reasonable compensation for such other services pursuant to a resolution of the Directors.

b. Contracts

The CEO may enter into any contract on behalf of the Corporation.

c. Indebtedness

The CEO may sign any check, draft, order, note, or other evidence of indebtedness on behalf of the Corporation.

d. Deposits

The CEO shall deposit the Corporation’s funds in its bank account.

e. Fiscal Year

The Corporation’s fiscal year shall begin January 1 and end December 31 in each year.

f. Maintenance of Tax Exempt Status

The Corporation shall not carry on any activities not permitted to be carried on:

• by a corporation exempt from federal income tax under Section 501(c)(3) of the Internal Revenue Code of 1986 (or corresponding provisions of any future United States Internal Revenue Law); or,

• by a corporation, contributions to which are deductible under Sections 170(c)(2), 2055(a)(2) and 2522(a)(2) of the Internal Revenue Code of 1986 (or the corresponding provisions of any future United States Internal Revenue Law). 

Upon the termination, dissolution or final liquidation of the Corporation in any manner or for any reason, its assets, if any, remaining after payment (or provision for payment) of all liabilities of the Corporation shall be distributed to, and only to, one or more organizations organized and operated exclusively for charitable or educational purposes as shall at the time qualify as an exempt organization or organizations under Section 501(c)(3) of the Code as the Directors shall determine by majority vote. Such distribution of assets shall be calculated to carry out the objectives and purposes stated in the Articles of Incorporation. In no event shall any of such assets or property be distributed to any director or officer or any private individual.

Article 5. Indemnification

a. Mandatory

The Corporation shall indemnify any Director or Advisor to the extent they were successful, on the merits or otherwise, in the defense of any proceeding to which they were a party due to being a Director or Advisor of the Corporation against reasonable expenses incurred by the Director or Advisor in connection with the proceeding.

b. Additional

i. Stipulations

The Corporation shall also indemnify a Director or Advisor who is a party to a proceeding due to being a Director or Advisor of the Corporation against liability incurred in the proceeding if the individual:

• acted in accordance with their duties per Article 2;

• acted in good faith;

• reasonably believed:

  • in the case of conduct in an official capacity, that the conduct was in the best interests of the Corporation;

  • in all other cases, that the individual’s conduct was at least not opposed to the best interests of the Corporation;

• in the case of any criminal proceeding, had no reasonable cause to believe his or her conduct was unlawful; and,

• in the case of an employee benefit plan, reasonably believed such actions to be in the interests of the participants in and the beneficiaries of the plan.

ii. Determination

Any such determination shall be made in accordance with the Code:

• by a majority vote of Directors;

• if there is a Disinterested Director, by special legal counsel selected in the manner prescribed in the Code, provided that the special legal counsel determines that indemnification is permissible because the Director or Advisor has met the relevant standard of conduct in these Bylaws and the Nonprofit Code; or,

• by a court of competent jurisdiction.

iii. Termination Not Determinative

The termination of a proceeding by judgment, order, settlement, or conviction or upon a plea of nolo contendere or its equivalent shall not, in itself, be determinative that the Director or Advisor did not meet the standard of conduct contained in these Bylaws. 

iv. Unless Prohibited

Unless ordered by a court of competent jurisdiction, the Corporation shall not indemnify a Director or Advisor if such indemnification is otherwise prohibited by the Code or any other provision of law.

v. Disposal

With respect to any matter disposed of by a settlement or compromise payment by such person, pursuant to a consent decree or otherwise, no indemnification either for said payment or for any other expenses shall be provided unless such settlement or compromise payment is approved:

• by a majority vote of Directors;

• if there is a Disinterested Director, by special legal counsel selected in the manner prescribed in the Code, provided that the special legal counsel determines that indemnification is permissible because the Director or Advisor has met the relevant standard of conduct in these Bylaws and the Nonprofit Code; or,

• by a court of competent jurisdiction.

c. Advancement of Expenses

The Corporation may advance funds to pay for or reimburse the reasonable expenses incurred by an individual who is a party to a proceeding because they were a Director or Advisor if the individual delivers to the Corporation:

• a written statement signed by the individual setting forth their good faith belief that they have met the relevant standard of conduct described in these Bylaws and the Code; and,

• an undertaking in the form of an unlimited general obligation to repay any funds advanced if the individual is not entitled to indemnification under these Bylaws or the Code.

Such authorization shall be conducted in the same manner as specified in these Bylaws Article 5.b.ii.

d. Selection of Counsel

The Corporation shall have the right to select attorneys and to approve any legal expenses incurred in connection with any suit, action or proceeding to which this indemnification applies. Unless the Corporation waives such right, the Corporation shall not be required to indemnify any Director or Advisor for expenses of counsel not selected by the Corporation.

e. Definitions

For purposes of this Article 5, the terms, “Director,” “Disinterested Director,” and “official capacity” shall have such meanings as provided in the Code. “Advisor” shall have such meaning as provided in these Bylaws Article 2.b.

f. Not Exclusive Right

The indemnification provided by these Bylaws shall not be deemed exclusive of any other rights which a Director or Advisor may have under any agreement with the Corporation or otherwise.

g. Severability

Every provision of this Article 5 is intended to be severable, and if any term or provision is invalid for any reason whatsoever, such invalidity shall not affect the validity of the remainder of this Article 5.

Article 6. Miscellaneous

a. Seal

The Directors shall provide a suitable seal, bearing the name of the Corporation, which shall be in the charge of the CEO. The Directors may authorize one or more duplicate seals and provide for the custody thereof. If the Corporation is required to place its corporate seal to a document, it is sufficient to meet the requirement of any law, rule or regulation relating to a corporate seal to place the word "Seal" adjacent to the signature of the person authorized to sign the document on behalf of the Corporation.

b. Voting Upon Shares in Other Corporations

The Directors or a proxy appointed by the CEO may vote stock of other corporations or associations registered in the name of the Corporation. The Directors, however, may appoint by resolution some other person to vote such shares, in which case such person shall be entitled to vote such shares upon the production of a certified copy of such resolution.

c. Amendments

These Bylaws shall be amended by a majority vote of the Directors.

Adoption

The Directors certified these bylaws by a majority vote on March 17, 2022.