THE VIRTUAL WORLD BUSINESS BUREAU BY-LAWS

 

SECTION 1

DEFINITIONS AND APPLICATION

 

1.1 NAME

The name of this organization shall be the Virtual World Business Bureau.

 

1.2 PLACE OF BUSINESS

The principle office of the VWBB shall be located on Business Bureau Isle of Second. Branch or subordinate offices may at any time be established by the Board of Directors at any place or places where the VWBB is qualified to do business.

 

1.3 NON-PROFIT SOCIETY

The VWBB shall function as a non-profit society and shall have no capital stock. It shall be supported and maintained by such membership fees or other revenue sources as the Board of Directors shall determine to be necessary or acceptable for the proper functioning of the VWBB.

 

1.4 BY-LAWS IN FORCE

These By-laws have been made by the Directors of the VWBB, are By-laws relating generally to the transaction of the business and affairs of the VWBB and come into force on the date the Board Of Directors agreed and voted in.

 

1.5 DEFINITIONS

The following definitions shall apply to all parts of these By-laws:

 

1.5.1 “ Annual General Meeting” means the Annual General Meeting of the VWBB;

 

1.5.2 “VWBB” means the Virtual World Business Bureau;

 

1.5.3 “Board” or “Board of Directors” means the Directors of the VWBB for the time being;

 

1.5.4 “By-laws” means By-laws of the VWBB voted and agreed upon;

 

1.5.6 “Director” means a person occupying the position of director by whatever name called;

 

1.5.7 “General Meeting” means Annual General Meetings and Special General Meetings of the VWBB;

 

1.5.8 “Member” means a party who is a member in good standing of the VWBB as prescribed in these Bylaws;

 

1.5.9 “Officers” means the Officers of the VWBB pursuant to these By-laws who are the Directors of the VWBB that fill the offices of Chairperson, Vice Chairperson and Treasurer;

 

1.5.10 “Signing Officer” means, in relation to any instrument, any Person authorized to sign the instrument on behalf of the VWBB by virtue of the Act, the By-laws or by a resolution of the VWBB or Directors;

 

1.5.11 “Special General Meeting” means any General  Meeting of the VWBB other than an Annual General Meeting;

 

1.5.12 “Special Resolution” means

 

1.5.12.1 a resolution passed at a General Meeting of which not less than 5 days notice specifying the intention to propose the resolution has been duly given, and by the vote of not less than 75% of board members,

 

1.6 HEADINGS FOR REFERENCE ONLY

The headings in this By-law are for ease of reference only and shall not affect in any way the meaning or interpretation of this By-law.

 

SECTION 2

MEMBERSHIP

 

2.1 MEMBERSHIP

Membership in the VWBB shall consist of all Members of the VWBB, who maintain their Membership in good standing and any Person who became a Member after the VWBB became incorporated who maintain their Membership in good standing.

 

2.2 ELIGIBILITY

Any person, firm, association, organization, being, or if not an individual then being represented by a person, who is in agreement with the objectives of the VWBB may become a Member of the VWBB

 

2.3 MEMBERSHIP APPLICATION

The membership of the VWBB shall consist of persons, firms, associations, organizations, interested in better business practices, who pay the applicable membership.

 

2.4 MEMBERSHIP APPROVAL

When applications for membership in the VWBB have been duly submitted and all applicable fees paid, said applications will then be approved and the avatar is contacted. The applicant shall upon acceptance be a member of the VWBB and shall be deemed to have agreed to

abide by the provisions of these By-laws and the rules of the VWBB as now existing or as the same may be hereafter amended.

 

2.5 GOOD STANDING

A Member that is up to date in the payment of all fees of the VWBB and whose membership is not under suspension or terminated is a Member in good standing of the VWBB.

 

2.6 ADVERTISEMENT OF MEMBERSHIP

Membership in the VWBB shall not be advertised except in accordance with the policies of the VWBB.

 

2.7 MEMBERSHIP IS NON-TRANSFERABLE

Membership shall be non-transferable, and cease upon death of an avatar.

 

2.8 FEES

Membership fees in the VWBB shall be determined from time to time by the Board of Directors.

 

2.9 RESIGNATION

Any Member wishing to resign from Membership may do so. In such event, there shall be no refund of fees.

 

2.10 CANCELLATION

If any Member is in arrears for fees or assessments for any

year, their membership shall be automatically cancelled in

accordance with the then current VWBB policy and they shall

thereafter be entitled to no Membership privileges or powers

in the VWBB until reinstated.

 

2.11 SUSPENSION

If any member is in violation of the VWBB’s membership

standards, the CEO or such person designated by the Board

may immediately suspend that party’s membership pending

a resolution of the Directors either revoking or reinstating

membership.

 

2.12 EXPIRY OF MEMBERSHIP

Membership in the VWBB shall lapse at the anniversary date

of each Membership unless a Member shall renew his

Membership by making payment to the VWBB of the annual

Membership fee.

 

2.13 REVOCATION OF MEMBERSHIP

Membership in the VWBB may be revoked:

 

2.13.1 Upon a resolution of the Directors for the default of the payment of yearly fee, VWBB policies or By-laws and such termination shall be effective upon the date of the resolution by the Directors terminating the Membership unless another date is specified by the Directors; or,

 

2.13.2 Upon a resolution of the Directors for failure by the Member to comply with the VWBB’s membership standards.

 

2.14 APPEAL

A member expelled for cause other than non-payment of dues shall have the right, within one week after receiving notice of action, to appeal to the members of the Bureau by filing a notice of such appeal with one Board Members, and a special meeting shall be called to be held within 30 days after the filing of such appeal, but if he shall not so appeal or unless such action of the Directors be reversed as herein provided, such expulsion shall stand. If two-thirds of the members present at such meeting shall, by notecard given to the director, reverse the action of the Board of Directors, the appellant shall be restored to membership.

 

2.15 PRIVILEGES OF MEMBERSHIP

All Members in good standing are entitled to:

 

2.15.1 Attend all General Meetings of the VWBB and

to participate in discussions at such General Meetings.

 

2.15.3 Receive the VWBB’s publications and all other

regular mailings of the VWBB;

 

2.15.4 Participate in all member programs provided

by the VWBB from time to time.

 

2.16 OBLIGATIONS OF MEMBERSHIP

All Members of the VWBB are obligated to:

 

2.16.1 Comply with the By-laws of the VWBB;

 

2.16.2 Pay to the VWBB as and when requested all

fees;

 

2.16.3 Provide to the VWBB any information that is

required for membership.

 

2.16.4 Operate their business in accordance with

the membership standards of the VWBB.

 

POWERS & DUTIES OF THE VWBB

Section 3

 

3.1 VWBB

The VWBB is a organization.

 

3.2 GOVERNED BY BOARD OF DIRECTORS

The VWBB shall be governed by the Board of Directors. The Board of Directors shall exercise the rights, powers and privileges of the VWBB in the name of and on behalf of the VWBB.

 

3.3 Monthly GENERAL MEETING

The VWBB shall hold a monthly General Meeting at least.

 

3.4 SPECIAL GENERAL MEETING

The VWBB shall hold a Special General Meeting when required

pursuant to the provisions in these By-laws.

 

3.5 FISCAL YEAR

The fiscal year of the VWBB shall be as determined from

time to time by the Board of Directors of the VWBB.

 

3.6 RETAIN VALUABLE DOCUMENTS

The VWBB shall at all times keep and maintain for the benefit of the VWBB copies of all  contracts, agreements, certificates, approvals and valuable documents provided to the VWBB.

 

3.7 OBEY ACT AND BY-LAWS

The VWBB shall do all things required of it by the By-laws.

 

3.8 ENFORCE BY-LAWS

The VWBB may do all things reasonably necessary for the enforcement of the By-laws.

 

3.9 ANNUAL RETURN

The VWBB shall submit  monthly expense log on google.

 

3.10 DETERMINE FEES

The Board of Directors may determine from time to time the amounts to be raised and collected from the Members for the government, management and conduct of the VWBB’s affairs.

 

3.11 ACQUIRE ASSETS

In the event that the VWBB would aquire RL assets the board of directors would decide what is to be done with the RL assets.

 

3.12 BORROW

The VWBB may, for the purpose of carrying out the objects of the VWBB, borrow or raise or secure the payment of money in any manner it thinks fit.

SECTION 4

BOARD OF DIRECTORS

 

4.1 BOARD HAS POWERS OF VWBB

The governance of the VWBB shall be vested in the Board of Directors, who, in addition to the powers and authorities by these By-laws, may exercise all such powers and do all such acts and things as may be exercised or done by the VWBB.

 

4.2 COMPOSITION OF THE BOARD OF DIRECTORS

The Board of Directors shall consist of a minimum of five and a maximum of nine Members in good standing of the VWBB who are eligible for election to the Board of Directors.

 

4.3 ELIGIBILITY FOR ELECTION TO BOARD OF DIRECTORS

Only persons who are Members of the VWBB or representatives of Members appointed pursuant to these By-laws, shall be eligible for election to the Board of Directors. A Director shall cease to hold that office upon suspension or termination of the Membership by which he is eligible for

election to the Board of Directors.

 

4.4 TERM OF OFFICE

Directors shall hold office for a term of two years.

 

4.5 ANNUAL ELECTION

At each Annual General Meeting of the VWBB all the Directors whose two-year term has or is about to expire that year shall retire, but, if qualified, shall be eligible for re-election. The number of Directors to be elected at any such meeting shall be the number of Directors whose terms expire that year plus any additional vacancies which need to be filled unless the Directors or the Members otherwise determine. The election shall be by election of board of directors. If an election of Directors is not held at the proper time, the incumbent Directors shall continue in office until their successors are elected.

 

4.6 SUCCESSIVE TERMS

No person shall serve as a Director for more than three consecutive two-year terms except as per a policy adopted by the VWBB.

 

4.7 PROCEDURE FOR ELECTION

At any election for Directors, each Member entitled to vote shall be entitled to vote for as many Directors as there are vacancies to be filled on the Board of Directors.

 

4.8 SHORTAGE OF DIRECTORS AT THE TIME OF ELECTION

If at an election of Directors all vacancies on the Board of Directors are not filled, the Directors elected to the Board of Directors may appoint additional Directors as required.

 

4.9 VACANCY DURING TERM OF BOARD OF

DIRECTORS

Where a vacancy occurs on the Board of Directors, the Board of Directors may appoint a Person to fill that office for the remainder of the former Director’s term.

 

4.10 DEEMED RESIGNATION

The office of a Director shall be deemed to be vacated if:

 

4.10.1 The Member whom the Director represents becomes insolvent or falls into arrears greater than 30 days in payment of any fees, dues or levies assessed by the VWBB.

 

4.10.2 The Director becomes of unsound mind, mentally incompetent or dies;

 

4.10.3 The Director is convicted of an indictable offence;

 

4.10.4 The Director resigns in writing;

 

4.11 REMOVAL FROM BOARD OF DIRECTORS FOR NON-ATTENDANCE

Directors shall regularly attend meetings of the Board of Directors. Any Director who fails to attend the majority of regular Board of Directors meetings during that person’s current two year term, will not be eligible for re-election and may be removed as a Director by a simple majority

vote to the Board of Directors. The Director shall provide notice to the affected Director of its intention to make such a recommendation at least two weeks prior to the Board of Directors Meeting at which the recommendation is to be made.

 

4.12 WRITTEN RESOLUTIONS

A written resolution of the Board of Directors signed by all of the Directors entitled to vote has the same effect as a resolution of the Board of Directors adopted at a meeting of the Board of Directors duly convened and held.

 

4.13 GOOD FAITH

All acts done in good faith by the Board of Directors are, notwithstanding that there was some defect in the appointment or continuance in any office of any Director, as valid as if the Director had been duly appointed, or had duly continued in office.

 

4.14 INDEMNIFICATION OF DIRECTORS

The VWBB shall and hereby does indemnify each and every Director and his or her heirs, executors and administrators against all losses, costs and expenses, including solicitor and client fees, reasonably incurred in connection with any action, suit or proceeding to which the Director

may be made a party by reason of the Director being or having been a Director or Officer of the VWBB, except to the extent such losses, costs and expenses are attributable to the negligence or wilful misconduct of the party in question. All liability, losses, damages, costs and expenses

incurred or suffered by the VWBB by reasons arising out of or in connection with the foregoing indemnification provisions shall be treated and handled by the VWBB as an expense of the VWBB.

 

SECTION 5

POWERS & DUTIES OF THE BOARD OF DIRECTORS

 

5.1 GOVERN THE VWBB

The Board of Directors shall determine and control the governance and general policies of the VWBB and shall employ a CEO who shall be in charge of the day to day activities of the VWBB.

 

Except as otherwise provided in these By-laws, the Board of Directors of the VWBB shall

have full power to operate and manage the VWBB subject to specific directions given by the Members entitled to vote by way of Ordinary Resolution at a General Meeting. The

Board of Directors may delegate to one or more of its Directors such of its powers

and duties as it thinks fit, and may at any time revoke such

delegation.

 

5.2 KEEP MINUTES

The Board of Directors shall cause minutes to be kept of its proceedings and meetings.

 

5.3 KEEP ACCOUNTS

The Board of Directors shall cause proper books of account to be kept in respect of all sums of money received and expended by the VWBB.

 

5.4 INSPECTION OF ACCOUNTS

The books and records of the VWBB may be inspected by any Member of the VWBB at the Annual General Meeting or at any time upon giving reasonable notice and arranging a

time satisfactory to the Person having charge of same. Each Member of the Board of Directors shall at all times have access to such books and records.

 

5.5 CONFLICT OF INTEREST

The Bureau shall adopt a conflict of interest policy.

 

5.6 COMPENSATION

Directors shall serve without compensation, but reasonable expenses incurred may be reimbursed if approved by the Board of Directors.

 

SECTION 6

MEETINGS OF THE VWBB

 

6.2 SPECIAL GENERAL MEETING

Special meetings of the members of the Bureau may be held at any time upon call of the Chairperson by the order of the Board of Directors or upon a written petition signed

by at least ten per cent of the members, addressed to the Chairperson or to the Board of Directors.

 

6.4 NOTICE OF MEETINGS

Meeting dates will be posted on the internet with the designated time and place of the meeting.

 

6.5 QUORUM

Except as otherwise provided in these By-laws, no business shall be transacted at any General Meeting unless a quorum of Board Members entitled to vote is present at the time

when the meeting proceeds to business. A quorum for a Board  Meeting consists of not less than 5 of the Members entitled to vote being present in Person. Only one designated representative of each member shall be entitled to cast the vote, association or corporation at all meetings of

members. Members can vote by email, Instant message notecard or by proxy.

 

6.6 REPORTS PRESENTED AT ANNUAL MEETING

At every Annual General Meeting, the Board of Directors shall present a financial statement setting out the VWBB’s income, disbursements, assets and liabilities.

 

SECTION 7

MEETINGS OF THE BOARD OF

DIRECTORS

 

7.1 REGULAR MEETINGS

The Board of Directors shall meet at least four times per year to transact the VWBB’s business.

 

7.2 SPECIAL MEETINGS

Special meetings of the Board of Directors may be called by or at the request of the Chairperson or any three Directors. Notice of any special meeting of the Directors shall be given not less than 48 hours prior to that meeting.

 

7.3 NOTICE OF MEETING

Notice of the time, date and place of each meeting of the Board of Directors shall be given to each Director not less than 48 hours before the time when the meeting is to be held.

 

7.4 ADJOURNED MEETING

If a meeting of the Board of Directors is adjourned, notice of the new meeting is not required if the time and place of the new meeting is announced at the time the original meeting is adjourned.

 

7.5 QUORUM

No business shall be transacted at any meeting of the Board of Directors unless a quorum of Directors is present at the time when the meeting proceeds to business. A quorum for a meeting of the Board of Directors consists of at least 5 board members.

 

7.6 VOTING

Matters considered at any meeting of the Board of Directors shall be decided by a majority of votes cast upon each matter.

 

7.7 RESOLUTIONS IN WRITING

A resolution in writing agreed by all of the Directors without their meeting together shall be as valid as if it had been passed at a meeting of the Board of Directors duly called and held, and consent to such resolution may be evidenced by means of several documents in the same form

each signed by one or more Directors, or by means of facsimile, e-mail, electronic means, or any other method of transmitting written material.

 

 

SECTION 8

MISCELLANEOUS PROVISIONS

 

8.1 AMENDMENT OF BY-LAWS

These By-laws or any of them may be added to, amended or repealed in whole or in part by a Special Resolution of the VWBB.

 

Approved by the Directors of the VWBB, on the 30th day of September, 2007.

 

Amendment: 8.2 Amendment of the bylaws 10/2007.  The VWBB will remain its own organization and at no time merge with any other organization.