GOVERNANCE
_ BOARD OF DIRECTORS
_ CONSTITUTION & BYLAWS
_ PRIVACY POLICY
_ COPYRIGHT POLICY
BASKnickerbocker Inc. Corporate Constitution and By-LawsApproved by the Board of Directors on January 4, 2009; re-ratified by the Board of Directors on June 7, 2009, amended on September 20, 2009 and December 13, 2009.
PREAMBLE
100.0 ARTICLE I - Business Information
200.0 ARTICLE II - Board of Directors
300.0 ARTICLE III - Management
400.0 ARTICLE IV - Policies and Procedure
500.0 ARTICLE V - Reporting and Regulation
BASKnickerbocker Inc. and its brands (Sunbear, Knickerbocker, BAStv, BAS News) are governed by a formal set of policies set forth by the Constitution of the Corporation. The document states situational policy concerns and management of processes that must be adhered to by all affiliated parties within BASKnickerbocker Inc. The Board of Directors is responsible for the governance, execution, and enforcement of the Constitution of the Corporation.
101.0 Section 1 – Name of Business
The name of the corporation shall be BASKnickerbocker Inc. The name of the corporation in this document shall be “The Company”, “BAS”, “BASKnickerbocker Inc.”, and/or “The Corporation”. The Company may also use names set forth by the said brands of the Company per 302.0.
102.0 Section 2 – Corporate Location
The Company shall be headquartered in Albany, New York. The Company may operate divisions and/or groups outside of Albany under the jurisdiction of the Board of Directors. If the Company so fits to change the location of the headquarters, the Board of Directors must vote upon it with a plurality needed.
103.0 Section 3 – Legal Jurisdiction
The Company conducts business in but not limited to the United States of America, the State of New York, the State of California, State of Massachusetts, Los Angeles County (CA), Albany County (NY), Ulster County (NY), Kings County (NY), Queens County (NY), New York County (NY), Rensselaer County (NY), Schenectady County (NY), Saratoga County (NY), Plymouth County (MA), the City of New York (NY), the City of Albany (NY), the City of Troy (NY), the City of Schenectady (NY), the Town of Bethlehem (NY), Town of Scituate (MA), the Village of Saugerties (NY), the Town of Colonie (NY), the Village of New Paltz (NY), the Town of Guilderland (NY), the City of Los Angeles (CA), and the Village of Delmar (NY). The Company must remain compliant with the laws of each jurisdiction.
104.0 Section 4 – Purpose of Corporation
The purpose for the Company is to engage in business activities with limited personal liability and responsibility as guaranteed by the Articles of Incorporation submitted to the State of New York.
201.0 Section 1 – Statement of Board of Directors
The Company shall be governed by the Board of Directors.
202.0 Section 2 – Composition of Board of Directors
The Board of Directors will consist of four officer positions, including a Chairperson, Vice Chairperson, Board Treasurer, and Administrative Vice Chair (a.k.a. Secretary-by-default and formerly known as Recordkeeper). The Board of Directors also consists of six additional members chosen by either the Chief Executive Officer, Chairperson, and/or Incorporators Committee, whoever which is present at time of resignation or removal of board member and appointment of new board member.
202.1 Subsection 1
The Chairperson of the Board of Directors is the presiding member of the board. The Chair calls and conducts each board meeting. The Chair is an ex-officio member of each of the Board’s committees. If the Chair is unable to meet, the order of succession is Vice Chair, Treasurer, and then Administrative Vice Chair. The Chair is the official spokesperson for the Board of Directors, relating to all actions made by the Board. The Chair is not the official spokesperson for the Company, unless where permitted by circumstance. The Chair is also not required to hold ownership of any stock in the Company.
202.11 Subsection 1, Undersection 1
The Chairperson may change the composition of the committee assignments for the Board of Directors with the exception of the Incorporators Committee, which is comprised as per 208-1.
202.12 Subsection 1, Undersection 2
The Chairperson may call special sessions of either the Board of Directors and/or board committees as they see fit.
202.13 Subsection 1, Undersection 3
The Chairperson is allowed to use the Administrative Chief of Staff as they see fit without authorization from the Office of the President.
202.14 Subsection 1, Undersection 4
The Chairperson may recommend a structure change in the operation of the Company, up to Constitutional dissolution with the approval of the full Board of Directors and the majority of the shareholders of the Company.
202.15 Subsection 1, Undersection 5
The Chairperson may suspend regulation prescribed by 200.0 with the consent of the majority of the shareholders.
202.16 Subsection 1, Undersection 6
The Chairperson may form new committees with the consent of the majority of shareholders.
202.17 Subsection 1, Undersection 7
The Chairperson may recommend the removal of management officers, in which must be proposed by a resolution to be passed unanimously and then subsequently approved the majority of the shareholders.
202.2 Subsection 2
The Vice Chairperson of the Board of Directors is second highest-ranking member of the Board of Directors. The Vice Chair must hold ownership of stock in the Company. The Vice Chair acts as a surrogate in events that the Chair is not present. The Vice Chair also conducts Board meetings in the event that the Chair is not present. The Vice Chair chairs the Media and Operations Committee as prescribed in 208.2. If the Chair is removed by Acts of Impeachment, the Vice Chair automatically assumes the Chairperson role until the Board of Directors can convene to conduct an election.
202.3 Subsection 3
The Treasurer of the Board of Directors is the third highest-ranking member of the Board of Directors. The Treasurer works with the President and the Chief Executive Officer to orchestrate fiscal strategy and compliance for the Company. The Treasurer chairs the Audit & Finance Committee as prescribed in 208.3. The Treasurer may hold fiscal responsibility (e.g. check signing authority) at the discretion of the officeholder, Incorporators Committee, Finance Committee, and/or the Board of Directors. The Treasurer is not required to hold ownership in the Company.
202.4 Subsection 4
The Administrative Vice Chair of the Board of Directors is the fourth highest-ranking member of the Board of Directors. The Administrative Vice Chair creates the agenda (alongside the Chairman and Chief Executive Officer) for each Board of Directors meeting as well as records the minutes in line with Robert’s Rules of Order and modern parliamentary procedure. The Administrative Vice Chair is not required to hold ownership in the Company. This position also holds signatory authority to the officeholder, which shall be revoked upon leaving the position.
202.41 Subsection 4, Undersection 1
The Administrative Vice Chair is required to submit notices to board members and members of management, allowing them necessary notice for Board of Directors meetings. The Administrative Vice Chair is also permitted usage over the Board of Directors e-mail account for board-authorized correspondence.
202.5 Subsection 5
At-large members of the Board of Directors, who are not officers of the board, must be voted upon by the Board of Directors. The Incorporators Committee may recommend new members of the Board of Directors, but must still be approved by the Board of Directors in full.
202.6 Subsection 6
Board members cannot be members of management unless given authorized by the Chairperson of the Board of Directors.
202.61 Subsection 6, Undersection 1
This does not apply to the Chief Executive Officer.
202.62 Subsection 6, Undersection 2
In the event that a member of management is the top shareholder on record and does not have representation on the Board of Directors, the member is eligible to be elected to the auxiliary seat as prescribed by 503-11.
203.0 Section 3 – Citizen Requirements
Board members must be citizens of the United States of America. There are no requirements for residency as long as board member resides in the United States.
204.0 Section 4 – Meeting Schedule
The Board of Directors must meet a minimum of four times a year, within the quarterly fiscal calendar schedule. A fifth meeting (“the Annual Board of Directors Conference”) may be scheduled, but is not required as long as the Chief Executive Officer has reported to the Board of Directors via various methods of communications the Annual Report of the Company.
204.1 Subsection 1 – Proxy Meeting
In the event that a physical meeting of the Board of Directors proves to be unsuccessful, the Board of Directors may vote by proxy by the said date of when the physical meeting of the Board of Directors was to occur.
205.0 Section 5 – Elections
Elections of Board Officers must take place at the annual Board of Directors meeting between the second quarter and the third quarter. There are no term limits of officers and there are no prerequisites for becoming a board officer. A board member may become a board officer immediately entering the Board of Directors. Board elections may take place at any time during the meeting, especially in the event of Impeachment.
206.0 Section 6 – Voting
Board Resolutions must be voted upon the Board of Directors. In order for a resolution to pass, a two-thirds vote of the members of the Board of Directors is required. If on the first vote, the two-thirds is not acquired, the Chairperson must decide if the vote is worthy enough to denote a second vote. After two voting sessions, a resolution becomes “dead.”
206.1 Subsection 1
Board Resolutions may be passed during quarters as long as a proxy vote is executed. Board announcements need not to be voted upon.
206.2 Subsection 2
To declare a resolution bill, it must be on the agenda for the Board of Directors meeting. Members may add resolution bills during the meeting, but it must be on the concluding agenda formed by the Administrative Vice Chair of the Board of Directors.
206.3 Subsection 3
Committee Resolutions must be presented to the full Board of Directors as a board resolutions in order to have full approval and authorization for Company usage.
206.31 Subsection 3, Undersection 1
This does not apply to the Incorporators Committee.
207.0 Section 7 – Impeachment & Removal
Impeachment of an officer of the Board of Directors must be declared by a member of the Board of Directors and must be passed with two-thirds of the Board of Directors. Impeachment may only occur if an officer of the Board of Directors has violated or failure to uphold any provision of the Constitution of the Corporation. Impeachment may not occur due to an officer’s personal conduct.
The accused officer must state a deposition to the Board of Directors, stating whether they declare themselves guilty or not guilty of the charges posted against them. The Board of Directors then votes to remove the member from office and then votes once more to either keep the member on the Board of Directors.
A successful impeachment must be followed immediately with a special election to designate a new officeholder as prescribed by 205.0.
Removal of a member of the Board of Directors may occur in two ways : the board unanimously votes to remove a member or by a vote from the shareholders. If shareholders vote to a 75% approval of the removal, the member is immediately removed and replaced per 202.0.
208.0 Section 8 – Committees
The Board of Directors shall consist of three committees. Committee assignments are at the discretion of the Chair.
208.1 Subsection 1
The Incorporators Committee shall include the shareholders on the board who are listed as incorporators with the State of New York. This committee shall be chaired by the largest shareholder on record who sits on the board and can consist up to four members. The Incorporators Committee can designate shareholders and/or members of the Board of Directors to act as agents for various affairs of the Company without being an officeholder of the Company.
208.11 Subsection 1, Undersection 1
The Incorporators Committee has the power to review, approve and reject resolutions passed with the Media and Audit & Finance Committees, independently of the full Board of Directors.
208.12 Subsection 1, Undersection 2
The Incorporators Committee may appoint and remove board members, in which is subject for approval of the Board of Directors at the upcoming Board of Directors meeting.
208.2 Subsection 2
The Media and Operations Committee (“Media and Operations”) reviews all entertainment content as recommended by the Chief Executive Officer. The Vice Chair of the Board of Directors shall chair this committee, which can consist up to five members. The Media and Operations Committee can authorize projects without the consent of the Consumer Group division chiefs and/or the Vice President of the Consumer Group.
208.3 Subsection 3
The Audit and Finance Committee (“Audit and Finance”) reviews all fiscal matters relating to the financial health of the Company. The Treasurer of the Board of Directors shall chair this committee, which can consist up to four members. The Audit & Finance Committee can approve or reject various contracting engagements the Company is involved with. The CFO is an ex-officio officer of the Finance Committee.
208.31 Subsection 3, Undersection 1
The Audit & Finance Committee may pass resolutions relating to compliance with financial reporting regulation.
208.4 Subsection 4
Decisions made by the committees must be presented by the Board of Directors at the following meeting. The Board of Directors has the right to reject any committee decisions as it sees fit.
208.41 Subsection 4, Undersection 1
This does not apply to the Incorporators Committee.
209.0 Section 9 – Amendments
The Board of Directors is the only authority to execute amendments to the Constitution of the Corporation. A member of the Board of Directors may propose an amendment in which must be officially submitted to the Chairman of the Board of Directors for a vote. A unanimous vote for the amendment’s proposal is the only method for amendment approval.
209.1 Subsection 1
The Board of Directors has the authority to draft a new constitution as well as revoke the current constitution. A unanimous vote for a constitutional revision and drafting must be submitted as a resolution in order to draft a new constitution.
300.0 ARTICLE III - TOP
301.0 Section 1 – Statement of Management
The Company shall be run by a composition of officers.
302.0 Section 2 – Composition of Management
The Company will be run by the Chief Executive Officer, President, Chief Operating Officer, Chief Financial Officer, and designated managers.
302.1 Subsection 1
The Chief Executive Officer (“CEO”) is the highest-ranking official within the Company. The CEO may also hold a seat on the Board of Directors, but is not required to do so. The CEO may hold the Chairman slot in conjunction to being CEO, which previously was not permitted. The CEO effectively must orchestrate the strategic vision for the Company. The CEO may appoint all officers, but with approval from a majority of the Board of Directors. All appointments must be reviewed at the following Board of Directors meeting. The CEO is required to primarily be in the headquarters location of the Company. The CEO is required to present a report of the Company’s happenings at the Board of Directors meeting as well as, in addition to the CFO, is directly in charge of all investor relations for the Company. All filmed and televised entertainment shall credit the CEO as an executive producer, regardless of level of input on projects.
302.11 Subsection 1, Undersection 1
The Executive Chief of Staff works with the CEO in all administrative assistance aspects associated with conducting the work of the Office of the Chief Executive Officer. The CEO may appoint this position directly without reporting to the Board of Directors for approval.
302.12 Subsection 1, Undersection 2
The CEO may request a quarterly leave of absence, whereas an acting officeholder is named under the line of succession clauses. Any leave of absence can be up to a length of a quarter but must be in the interests of the Company. Any request must be approved by the Board of Directors by proxy as per 206-0.
302.13 Subsection 1, Undersection 3
The CEO may invoke executive privilege when conducting projects and/or business for the benefit of the Company.
302.14 Subsection 1, Undersection 4
The CEO, along with the CFO, is an officer-in-charge of Investor Relations for the Company and is required to submit correspondence to all shareholders on a weekly basis regarding ownership activity.
302.15 Subsection1, Undersection 5
The Director of Government Relations (“DGR”) is an office that reports directly to the Chief Executive Officer and is not required to report to any other management authority. The DGR manages intergovernmental activity for the Company in regards to contracting opportunities and activity that yields benefits to the Company.
302.151 Subsection 1, Undersection 5, Sub-Undersection 1
The Office of Government Relations (“OGR”) may authorize additional individuals to act on the behalf of the office at the discretion of the Director of Government Relations.
302.16 Subsection 1, Undersection 6
The CEO is authorized to hire additional staff under the Office of the Chief Executive Officer without approval of and/or reporting to the Board of Directors under 302-14.
302.17 Subsection 1, Undersection 7
The Director of the Challenging Tomorrow Initiative within the Office of Giving (“DCTI”) is an office that reports directly to the Chief Executive Officer and is not required to report to any other management authority. The DCTI orchestrates community relation strategy for the Company as well as is authorized, through the CEO, to appropriate funding for community causes with approval of the Finance Committee.
302.171 Subsection 1, Undersection 7, Sub-Undersection 1
The Office of Giving may, at the discretion of the Board of Directors, splinter off from the Company to form an independent 501 (c) 3 non-profit corporation in compliance with the State of New York regarding non-profit entities and charity regulation. The Director of the Challenging Tomorrow Initiative would be listed as Executive Director of the new organization, yet will receive compensation from the Company, not the new organization.
302.18 Subsection 1, Undersection 8
The CEO must present a budget to the Board of Directors at the annual Board of Directors meeting for approval of proposed expenditures versus income expected.
302.19 Subsection 1, Undersection 9
The General Counsel of the Corporation shall be established as an auxiliary office within the Office of the Chief Executive Officer. The General Counsel recommends legal guidance and procedure for the Company.
302.2 Subsection 2
The Chief Operating Officer (“COO”) is the second-highest ranking official within the Company. In the event that the Chief Executive Officer is unable to fulfill their duties, the COO becomes Officer-In-Charge (“Acting CEO”) unless the Board of Directors designates another individual to assume the responsibilities of Chief Executive Officer. The COO is ex-officio of the Media and Operations Committee. The COO is not required to be at the headquarters location of the Company and may be located elsewhere. The COO is responsible for assisting the CEO in developing the strategic vision of the Company as well as develops operation of the said vision.
302.21 Subsection 2, Undersection 1
The COO is the chief administrative officer of the Company.
302.22 Subsection 2, Undersection 2
The COO is authorized to pursue projects in which may yield benefits for the Company.
302.23 Subsection 2, Undersection 3
The Operations Chief of Staff works with the Chief Operating Officer in all administrative assistance aspects associated with conducting the work of the Office of the Chief Operating Officer. The Chief Operating Officer may appoint this position directly without reporting to the Board of Directors for approval.
302.24 Subsection 2, Undersection 4
The Office of the COO shall consist of the following offices: Digital Communications, News Operations, Event Planning & Marketing, Sales, and Media Development.
302.241 Subsection 2, Undersection 4, Sub-Undersection 1
The Director of Digital Communications (“DDCOM”) shall manage and operate all digital communication media relating to social networking and online communication.
302.2411 Undersection 4, Sub-Undersection 1, Note 1
Digital Communications shall not operate the Office of Information Services.
302.242 Subsection 2, Undersection 4, Sub-Undersection 2
The Director of News Operations (“DNO”) shall manage and operate all news operations relating to the BAS News brand. The DNO may also hold the title of Vice President of BAS News concurrently.
302.2421 Undersection 4, Sub-Undersection 2, Note 1
News Operations shall be governed by the BAS News Guidelines (“Constitution & Bylaws Appendix 1”).
302.243 Subsection 2, Undersection 4, Sub-Undersection 3
The Director of Event Planning & Marketing (“DEPM”) shall manage and operate all event coordination and logistics relating to company-approved events and brand marketing.
302.244 Subsection 2, Undersection 4, Sub-Undersection 4
The Director of Sales (“DSL”) shall manage and operate all sales efforts for the Company.
302.245 Subsection 2, Undersection 4, Sub-Undersection 5
The Director of Media Development (“DMDEV”) shall pursue new media projects for the Company to develop.
302.3 Subsection 3
The President is the third-highest ranking individual within the Company. This title may be held concurrently only with the Chief Operating Officer and/or the Chief Financial Officer. The President is second in the line of succession to CEO. The President is responsible for assisting the CEO in executing vision of the Company as well as develops brand operation of the said vision.
302.31 Subsection 3, Undersection 1
The Administrative Chief of Staff works with the President in all administrative assistance aspects associated with conducting the work of the Office of the President. The President may appoint this position directly without reporting to the Board of Directors for approval.
302.32 Subsection 3, Undersection 2
The President is authorized to pursue projects in which may yield benefits for the Company.
303.33 Subsection 3, Undersection 3
The President shall be in charge of all brands, with a Vice President per brand.
303.331 Subsection 3, Undersection 3, Sub-Undersection 1
The Vice President of Knickerbocker shall manage and operate the Knickerbocker brand.
303.332 Subsection 3, Undersection 3, Sub-Undersection 2
The Vice President of BAS News shall manage and operate the BAS News brand. This may be held concurrently with the title of Director of News Operations.
303.333 Subsection 3, Undersection 3, Sub-Undersection 3
The Vice President of Sunbear Design & Media shall manage and operate the Sunbear Design & Media brand.
303.334 Subsection 3, Undersection 3, Sub-Undersection 4
The Vice President of BAStv shall manage and operate the BAStv brand.
302.4 Subsection 4
The Chief Financial Officer (“CFO”) is the fourth-highest ranking individual within the Company. The CFO is third in line of succession to CEO, after the President. The CFO, along with the President and CEO, is given signatory powers over the Company. The CFO, along with the CEO, is charged with valuation of private stock. The CFO performs internal control tasks as well as all fiscal recordkeeping tasks in line with federal and state regulations. The CFO is an ex-officio officer of the Audit and Finance Committee of the Board of Directors.
302.41 Subsection 4, Undersection 1
The CFO, along with the Treasurer of the Board of Directors, may request financial inquiries of the Office of the CEO.
302.42 Subsection 4, Undersection 2
The Administrative Chief of Staff works with the Chief Financial Officer in all administrative assistance aspects associated with conducting the work of the Office of the Chief Financial Officer. The Chief Financial Officer may appoint this position directly without reporting to the Board of Directors for approval.
302.5 Subsection 5
The Chief Media Officer (“CMO”) is the fifth-highest ranking individual within the Company. The CMO is fourth in line of succession to CEO, after the CFO. The CMO is charged with developing media projects and managing media assets for the Company, working with the President to develop media brands.
302.6 Subsection 6
The Office of Information Services (“OIS”) is a jointly-operated office between the CEO, President, CFO, COO, and CMO.
302.61 Subsection 6, Undersection 1
OIS operates Investor Relations between the CEO and CFO as prescribed in 302.14 and 302.4.
302.62 Subsection 6, Undersection 2
OIS is the only authorized entity to correspond with press inquiries and releases.
302.63 Subsection 6, Undersection 3
OIS shall not be managed by a single entity or officer; decisions on behalf of OIS must be made by a consensus of the chief officers.
303.0 Section 3 – Citizen Requirements
All executive management members must be citizens of the United States of America. There are no residency requirements.
303.1 Subsection 1
The Board of Directors may make exceptions to 303-0 in the event that the Company bases divisions and/or groups in countries other than the United States of America.
304.0 Section 4 – Hiring Process
Hiring for each tier of management is varied as stated below.
304.1 Subsection 1
The CEO, CFO, COO, CMO, and President must be reviewed by the Board of Directors before approval of hire. Formally, the CEO hires each of the three other administration offices under 302-1.
304.11 Subsection 1, Undersection 1
The hiring process, in the event there is a vacancy for the CEO and the line of succession does not want the position permanently, the Board of Directors is required to send a notice of prospective applicants. The Board of Directors may directly name a qualified successor (see 302-1) if there is suitable reason to act so on it.
304.2 Subsection 2
All management officers outside the chief officers are appointed by their respective offices.
305.0 Section 5 – RemovalRemoval of a member of executive management can be conducted by direct termination by the supervisory officer. The Board of Directors must be notified no later than 45 days prior to the upcoming Board of Directors meeting of the termination.
305.1 Subsection 1
In order to remove the Chief Executive Officer from office, any registered shareholder may present a complaint to the Board of Directors. The Board of Directors will review the charges as pursuant to the Constitution of the Corporation.
If the complaint is charged to be in violation of the Constitution of the Corporation, the Board of Directors may debate options to facilitate the situation.
To remove the Chief Executive Officer, the Board of Directors must first vote to remove the officeholder, followed by a second vote and/or the policy set forth by 304-11.
306.0 Section 6 – General Employment
All employees of the Company must follow all guidelines set forth by the Board of Directors and the executive management of the Company.
306.1 Subsection 1
All non-executive hiring can be conducted by any member of management. Non-executive staff must be citizens of the United States of America unless by exception made by a board resolution.
306.2 Subsection 2
All employees, regardless of position, must agree to a mutually approved at-will agreement which may be terminated at any time by either the employee or the Company.
400.0 ARTICLE IV - TOP
401.0 Section 1 – Federal Compliance Protocol
The Company will be compliant of regulations set forth by the United States government as well as corresponding federal agencies which have jurisdiction over business and trade matters that involve the Company.
401.1 Subsection 1 – Americans with Disabilities Act Compliance
The Company, under the Office of the Chief Executive Officer, is responsible for the enforcement of the Americans with Disabilities Act of 1990 (U.S. Code, Title 42, Chapter 126; Title 47, Chapter 5), which text is found at www.ada.gov/pubs/ada.htm. All members of management, employees, and the Board of Directors acknowledge that no employee or client may be discriminated on the terms of a federally-recognized disability. In the event of violation of the said policy, the employee and/or member of the Board of Directors must resign, terminated, and/or relieved of duties from their post.
401.2 Subsection 2 – Corporate Policy on Discrimination and/or Hate Crimes
The Company, in compliance with the laws set forth by the Equal Employment Opportunity Commission (which can be accessed online at www.eeoc.gov/abouteeo/overview_laws.html), must enforce the laws of the United States government that concern anti-discriminatory and anti-hate crime legislation. The Company, in the event of a violation of the said policy, will terminate the employee and/or member of the Board of Directors. In certain situations, there may be a recommended course of action that may alleviate termination. In order to qualify, the Chief Executive Officer and the Chief Operating Officer must recommend to the Board of Directors a tabling of the termination of the said individual and only a unanimous vote can absolve the individual of termination within the Company.
401.3 Subsection 3 – Corporate Policy on Privacy
The Company retains the right, upon employment, the right to review all corporate e-mail, correspondence, financial transactions, phone calls, electronic phone messages, broadcasted media, and travel arrangements that pertain to the Company and/or recognized partners by the Board of Directors. At no time shall any records of private stock transactions be permitted to anyone else except for the Chief Executive Officer, Chief Financial Officer, the Treasurer of the Board of Directors, and the shareholder. In the event of violation of the said policy, the individual, depending on stock ownership acquisition method, may be revoked future shareholder options. In the event that the individual is an employee of the Company, the Company may terminate the individual on grounds of the said policy. The Company is also compliant with all federal legislation concerning telecommunications privacy and transmission.
401.31 Subsection 3, Undersection 1
The Company, in the interests of the shareholders as well as parties invested in its activity, may establish an electronic mail account with a third-party mail provider to retain all messages relating to any activity to the Company.
402.0 Section 2 – State of New York Compliance Protocol
The Company will be compliant of regulations set forth by the State of New York as well as corresponding state agencies in which have jurisdiction over business and trade matters that involve the Company. See 102-0 and 103-0 for information concerning jurisdiction of headquarters.
402.1 Subsection 1 – Corporate Policy on State Taxation
As pursuant to the regulation set forth by the New York State Department of Taxation and Finance (www.tax.state.ny.us), the Company has to be compliant with laws and statements set forth by the State of New York in relation to taxation policies. The Company is required to collect sales tax.
403.0 Section 3 – Albany County Compliance Protocol
The Company will be compliant of the laws and regulations set forth by Albany County as well as corresponding county agencies in which have jurisdiction over business and trade matters that involve the Company. See 102-0 and 103-0 for more information concerning jurisdiction of headquarters.
403.1 Subsection 1 – Corporate Policy on County Taxation
As pursuant to the regulation set forth by the Albany County Division of Finance, the Company must be compliant with laws and statements made by the Office of the Comptroller of Albany County as well as the Division of Finance as part of the Department of Management and Budget. The Company is required, in the event it pursues lodging endeavors, to collect Hotel and Motel Taxes to fund the Civic Center and Convention Bureau.
404.0 Section 4 – City of Albany Compliance Protocol
The Company will be compliant of the laws and regulations set forth by the City of Albany (“The City”) as well as corresponding city departments and agencies in which have jurisdiction over business and trade matters that involve the Company. See 102-0 and 103-0 for more information concerning jurisdiction of headquarters.
404.1 Subsection 1 – Corporate Policy on City Licenses and Permits
As pursuant to the regulation set forth by the City of Albany, the Company must be compliant with the laws and statements made by the City in that of special event licenses and permits through the Department of Development and Planning. Individuals registered to apply for licenses and permits for the City of Albany are the Chief Executive Officer, Chief Operating Officer, and the President.
404.2 Subsection 2 – Corporate Policy on City Initiatives
The Company will endorse policy that benefits the City of Albany in terms of planned initiatives (i.e. Albany Convention Center Authority) that may further the Company’s strategic planning.
500.0 ARTICLE V - TOP
501.0 Section 1 – Stock
The Company is owned by the shareholders of the Company.
501.1 Subsection 1 – Classes
The Company has two classes of stock – Class A and Class B. Class A stock is restricted to the original incorporators listed by the State of New York. Class B is unrestricted stock open to all employees and the public. 75.0% of all stock in the Company is Class A, whereas the remaining 25.0% is listed as Class B.
501.11 Subsection 1, Undersection 1
All stock, as pursuant to regulation set forth by the State of New York, is technically Class A.
501.12 Subsection 1, Undersection 2
Class A stock is transferrable only to other members who hold Class A stock.
501.13 Subsection 1, Undersection 3
The Incorporators Committee is authorized to release new stock with provisions at the discretion of the Incorporators Committee.
501.2 Subsection 2 – Class Conversion
1 Class A share equals 8 Class B shares.
501.3 Subsection 3 – Equity
The Company guarantees 50.0% equity in stock which has been bought, not awarded. Awarded stock can be sold at the discretion of the Company.
501.4 Subsection 4 – Investor Relations
Investor Relations through the Office of Information Services regulates all trading activity for the Company.
501.5 Subsection 5 – Registered Shareholder
Any individual who holds the Company’s stock according to records held by the Company is known as a registered shareholder.
502.0 Section 2 – Trading
The Company trades internally through private stock transactions conducted by the Office of the Chief Executive Officer, with reports sent to the Office of the Chief Financial Officer. All trades, as of February 1, 2009, will also be certified through the Audit and Finance Committee of the Board of Directors.
502.1 Subsection 1 – Awards
The Company may award stock to employees and the public in compliance with 501-1. Awarded stock is at cost to the Company and may be rescinded at any time.
502.2 Subsection 2 – Purchases
The Company may sell stock to individuals requesting to purchase ownership stock in the Company in compliance with 501-1. Purchases can be conducted by the Office of Investor Relations.
502.3 Subsection 3 – Selling
The Company authorizes two methods of selling – Company-based or peer-based.
502.31 Subsection 3, Undersection 1
Company-based selling can only be authorized by the Chief Executive Officer, in which Investor Relations may offer a price that may be different from what the market rate is at the time.
502.32 Subsection 3, Undersection 2
Peer-based selling can be authorized by registered shareholders to other registered shareholders. All transactions must be reported to Investor Relations no later than 24 hours from the time of the transaction.
502.4 Subsection 4 – Valuation
Investor Relations, within the Office of the Information Services, is the only authorized entity to determine valuation of the Company. The valuation formula determined by Investor Relations is restricted to Investor Relations personnel, the CEO, and CFO.
502.5 Subsection 5 – Shareholder Dissent
In the event that a registered shareholder dissents in the conduct of Investor Relations, the registered shareholder may register a complaint with the Chief Operating Officer and/or the Incorporators Committee. Complaints must be answered within 24 hours of the correspondence. All information relating to shareholder dissent must be listed on the Investor Relations page of the Company’s website.
503.0 Section 3 – Rights of Shareholders
Registered shareholders are allowed a set of rights guaranteed by the Board of Directors.
503.1 Subsection 1 – Shareholders Advisory Board (“SAB”)
The Shareholders Advisory Board comprises of the top 10 shareholders of the Company. This board is not required to meet, unlike the Board of Directors. The SAB may make recommendations to the Board of Directors in terms of resolutions set to pass at upcoming meetings. The SAB does not have the authority to hire or terminate any individual who has employment with the Company and is strictly an oversight authority to allow shareholders a method to voice their opinions who do not already sit on the Board of Directors.
503.11 Subsection 1, Undersection 1
The Shareholders Advisory Board shall establish the Chairperson of the Shareholders Advisory Board. The Chairperson shall hold voting authority within the Board of Directors as well as must vote in line with the wishes of shareholders who currently do not sit on the Board of Directors.
503.2 Subsection 2 – Notices
Shareholders are to be notified on a weekly basis through Investor Relations of the current valuation of shares as well as news from the Company.
504.0 Section 4 – Internal Control
Internal control functions over shareholder value and shareholder rights shall be administered by the Office of the Chief Executive Officer. Internal control functions relating to the financial health of the Company shall be administered by the Chief Financial Officer.
505.0 Section 5 – Financial Responsibility and Reporting
The Company shall authorize individuals to act its behalf financially.
505.1 Subsection 1
The Chief Executive Officer, the President, and the Chief Financial Officer shall be given signatory powers during their term in office.
505.2 Subsection 2
The Incorporators Committee may designate individuals to act on behalf of the Company other than the CEO, President, and CFO.
505.3 Subsection 3
The Audit and Finance Committee is responsible for reviewing actions made by those with signatory powers.
505.4 Subsection 4
The Chief Financial Officer must submit to respective federal and state agencies required taxation and reporting documents in compliance with the laws of the United States government and the State of New York.
505.41 Subsection 4, Undersection 1
The Company shall adhere to practices established under generally accepted accounting practices (“GAAP”) established by the Financial Accounting Standards Board (“FASB”). In addition, the Company shall also be in compliance with public corporation standards established by the United States Securities and Exchange Commission (“US SEC”).
(Completed by Joseph M. Bonilla Jr., CEO, BASKnickerbocker Inc. and David L. Juster, President/CFO, BASKnickerbocker Inc.)
