Eddyline Bylaws

BYLAWS EDDYLINE ENTERTAINMENT

On the 1st day of July, 2021, at the first duly noticed meeting of the Board of Directors of EDDYLINE ENTERTAINMENT, the Bylaws of the501(c)(3) corporation are adopted as follows.

ARTICLE I - PURPOSE This corporation shall be organized and operated exclusively for charitable, scientific, literary, and educational purposes. Subject to the limitations stated in the Articles of Incorporation, the purposes of this organization shall be to engage in any lawful activities, none of which are for profit, for which corporations may be organized under Chapter 65 of the Oregon Revised Statutes (“ORS”) (or its corresponding future provisions) and Section 501(c)(3) of the Internal Revenue Code (or its corresponding future provisions).

Within these limits, the purposes of EDDYLINE ENTERTAINMENT is to create educational and documentary films, videos, and interactive entertainment about the cultural history of Oregon and its rivers.

ARTICLE II - MEMBERSHIP The corporation shall not have any voting members, as that term is defined in ORS 65 (or its corresponding future provisions). However, the Board of Directors from time to time may establish one or more classes of nonvoting members on such terms and conditions as the Board in its discretion deems advisable.

ARTICLE III - BOARD OF DIRECTORS Section 1. Number, Election and Term.

The Board of Directors (“Board”) shall be elected at the annual meeting of the membership and shall consist of at least three (3) and not more than five(5) Directors . The term of office shall be one year. A director appointed and approved as a replacement shall hold office for the balance of any original term to which his or her predecessor was elected.

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Section 2. Duties and Powers.

All corporate powers shall be exercised by or under the authority and at the direction of, a Board of Directors.

The Board will establish the corporation’s policies and review and change them as necessary, oversee and approve the organization’s mission, strategic direction, annual budget, key financial transactions, and insure the proper management and use of its assets and property.

The Board must also ensure that the Corporation properly employs the necessary corporate formalities to make its decisions, that it prepares and submits all required state and federal reports, and that it operates in compliance with relevant state and federal laws.

Board members must diligently prepare for, attend and participate in the meetings of the Board and any Board committees as needed in order to carry out these tasks. The role of the Board does not include direct management or conduct of the daily operations of the organization. No director may engage in any form of trade by use of the corporation’s name or facilities which would result in remunerative profit to the director.

No director may enter into contracts, negotiations or commitments for the corporation without the knowledge and consent of the Board.

Section 3. Conduct of Directors.

It is the duty of each individual Director to comply with the standard of conduct required of Directors in ORS 65.357 (or its corresponding future provisions). As such, Directors shall discharge their duties in good faith with the care an ordinarily prudent person in a like position would exercise under similar circumstances and in a manner the Director reasonably believes to be in the best interests of the corporation. In addition, Directors will strive to understand all laws, regulations, and rules applicable to the organization, in order to ensure the organization’s legal compliance. In discharging their duties, Directors are allowed to rely on information presented by competent professionals, as explained in ORS 65.357 (or its corresponding future provisions).

Section 4. Resignation of Directors.

A director may resign at any time. The resignation of a director must be in writing and delivered to the Board, the president or the secretary. A resignation is effective when notice is received, unless the notice specifies a later effective date. Once delivered, a notice of resignation is irrevocable. Disagreements as to when the notice was “received,” and thus effective, should be resolved by reference to ORS 65.034 (or its corresponding future provisions).

Section 5. Removal of Directors.

A Director may be removed at any time, with or without cause, by unanimous vote of the Directors then in office, excluding the Director to be removed. The person being considered for removal has no vote in the process of removal. Notice of the meeting must be given that states that the removal of a Director is to be considered at that meeting.

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Section 6. Minimum number of Board Meetings.

The Board shall meet a minimum of one time a year at the designated Annual Meeting.. All matters will be decided according to the current Bylaws. Future amendments to these Bylaws shall require announcement and publishing of the proposed change or changes to board members prior to an annual or special Board of Directors meeting. Adoption of changes to these Bylaws shall require a two-thirds affirmative vote at the meeting noticed for such adoption.

Section 7. Annual Meeting.

The annual meeting shall be held each year at a time and place to be decided upon by the Board of Directors for a report of corporation activities for the year just concluded, proposals for the coming year, election of directors and for transactions of such other business as may properly come before the meeting. At least ten (10) days written notice in advance of the meeting shall be given to each member of the corporation. A majority vote of those present and voting shall decide all matters.

Section 8. Special Meetings.

Special meetings may be called by the Board of Directors on written notice given at least five (5) days before the date of such meeting, with written notice or email, and shall contain the purpose for which the meeting is called.

Section 9. Quorum.

At any regular or special meeting, a majority of members present shall constitute a quorum with the exception that a Quorum cannot be less than two (2). .

Section 10. Decision Making and Voting.

All decisions require a clearly stated motion, a second, and a vote that must be recorded in the written minutes. Each member of the Board will have one vote. At the request of any director, the names will be recorded in the minutes of each director who voted for, voted against or abstained on a particular motion. The directors must diligently and conscientiously attempt to make decisions by consensus. They must employ all standard consensus practices and techniques including the expression and careful consideration of minority views. When a consensus apparently cannot be achieved, any director may request that a vote be taken. The affirmative vote of at least a simple majority of all of the directors participating in any properly called meeting at which a quorum is present is necessary and sufficient to make a decision of the Board unless a greater proportion is required by law or by these Bylaws.

Section 11. No Proxy Voting.

No proxy voting is allowed at any meeting of the Board or as part of reaching any decision of the Board.

Section 12. Electronic Meetings.

Meetings may be held by telephone, internet or other digital method, so long as all participating directors may simultaneously hear and speak with each other. A director participating in such a meeting is deemed present for purposes of a Quorum.

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Section 13. Decisions by Mail, Fax or Email: Any decision that the Board may make at a meeting may be made without a meeting if the decision is approved by the affirmative vote of all the members of the Board. A clearly stated motion must be sent to all of the board members on the Board by mail, fax or email, with clear instructions that the process requires 100% of the board members to vote “yes”; for the motion to pass. If the motion is sent by mail or fax, then it must be signed and returned by mail or fax by each board member. If the motion is sent by email then each board member must send their vote by email in reply, in which case no signature is necessary. Motions are adopted and effective on the date that all board members in office have responded with an affirmative “yes”; vote. If any board member votes “no”, abstains, or fails to vote, then the motion fails to pass. A printed record of each board member’s vote must be kept in the corporate records.

Section 14. Director Conflicts of Interest.

A conflict of interest transaction occurs whenever the corporation pays money or other compensation, or provides any tangible benefits, to an Officer or Director or to a member of a Director’s or Officer’s family, or if the Director or Officer otherwise has a direct or indirect interest in the transaction, as defined in ORS 65.361 (or its corresponding future provisions). All conflict of interest transactions must be approved according to the following procedures: 1) conflict of interest transactions must be approved by the full Board of Directors; they cannot be approved by the Chair, Executive Committee, Managing Director, or other staff even if those individuals or committees would normally approve the type of transaction at issue. 2) Directors and Officers who have a conflict of interest in any matter must a) declare the existence of the conflict of interest, b) disclose on the record to the rest of the Board the details of their conflict and of the proposed transaction, c) leave the room during any Board discussion of the transaction and not otherwise participate in that discussion, and d) abstain from voting on that matter and leave the room where the vote is to take place until the votes have been counted. These steps must be clearly reflected in the minutes to document that they were taken. 3) The rest of the Board of Directors must analyze the transaction and provide sufficient information to ensure that all transactions involving a conflict of interest are fair to the corporation and that no special benefits are being given to any person. The information relied upon by the Board of Directors, and its source, must be recorded in the minutes. 4) All conflict of interest transactions must be approved by the affirmative vote of a majority of all of the members of the Board of Directors who do not have a conflict of interest involved in that issue. However, a transaction may not be authorized, approved, or ratified under this section by a single Director. If a majority of the Directors who have no direct or indirect interest in the transaction vote to authorize, approve, or ratify the transaction, a quorum is present for the purpose of taking action under this section.

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ARTICLE IV - OFFICERS Section 1. Officers.

The officers of EDDYLINE ENTERTAINMENT must carry out the policies and decisions of the Board as directed. The officers must include a president and secretary/treasurer.

The Board may also elect additional officers as desired. Officers who are not members of the Board have no right to vote on Board decisions.

Section 2. Election and Term of Office.

The officers will be elected by the Board. As soon as possible following the election of directors.

Officers will serve one year terms unless they formally resign or are removed from office. There is no limit to the number of terms, successive or otherwise, that an officer may serve.

Section 3. Removal.

Any officer elected by the Board may be removed by the Board whenever, in its judgment, the interests of the corporation would be best served by such removal. Removal will be without prejudice to the contract rights, if any, of the officer so removed.

Section 4. Vacancies.

If any office of the corporation becomes vacant by death, resignation, retirement, removal, disqualification or any other cause, the Board may elect an officer to fill such a vacancy. The elected officer will hold office for the remaining portion of the term of that office.

Section 5. President.

The president is the principal officer of the corporation and will, in general, supervise or oversee the supervision of all of the affairs of the corporation.

The president generally will preside at all meetings of the Board, unless the Board selects another person to preside. The president will also perform other duties as may be assigned by the Board. The president will be elected from among the members of the Board.

Section 6. Secretary/Treasurer.

The Secretary/Treasurer will perform or oversee the performance of the following duties: a) record and keep the minutes of the meetings of the members and of the Board in one or more books provided for that purpose; b) see that all notices are duly given in accordance with the provisions of these Bylaws or as required by law; c) be custodian of the corporate records; d) keep a register of the mailing address of each voting member as provided by such member; e) ensure that all required state and federal reports are prepared and filed in a timely fashion; and f) perform or oversee all duties incident to the office of secretary and such other duties as from time to time may be assigned by the president or by the Board. The Secretary/Treasurer may delegate some or all of these tasks but remains responsible for their proper completion. The Secretary/Treasurer will be elected from among the Board.

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Section 7. Chair. The Board may elect a chair and determine his or her duties.

ARTICLE V - COMMITTEES Section 1. Establishment.

The Board may establish any committee, including standing committees or temporary committees, by a resolution of the Board. Such resolutions must name the committee and the purpose of the committee, must state whether it is a “Board” committee or a “non-Board” committee, and must state what powers, authority and duties have been delegated to the committee, how the chair and members of the committee will be appointed or elected, and may state what procedures, if any, the committee will use it in carrying out its work. The Board must always have the power to amend, alter or repeal the decisions of its committees, subject to limitations on the unilateral amending of contracts, interference with third-party rights and other legal limitations. Committee members may be any member of the Board or any other person.

Section 2. Board Committees.

The Board may establish “Board” committees to which are delegated part of the power of the whole Board to authorize expenditures and craft budgets, policies and programs to be approved by the full Board. Powers which are delegated as part of the power of the whole Board should not conflict with the approved Policies.

Section 3. Committee Members.

The Board will appoint the members of every Board committee. The President or the Board or the Chair of Non-Board committees may appoint the members of Non-Board committees. The term of office of a member of a committee will continue until his or her successor is appointed unless the committee is terminated, the member resigns or is removed from the committee, or the member ceases to qualify as a member of the committee.

Section 4. Chair.

One member of each committee must be selected or appointed chair by the Board, or if the Board wishes, it may delegate that power to the president or the members of the committee, subject to later confirmation by the Board of Directors.

Section 5. Committee Procedures.

Unless otherwise specified, Board Committee meetings will operate with the same quorum and voting requirements as the Board, and as far as possible will operate according to the procedures of the Board as stated in these Bylaws. If any formal decisions or resolutions are voted on at a committee meeting, then the votes and the resolutions so adopted must be recorded in the form of corporate minutes and filed with the secretary.

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Section 6. Limitations on Powers.

No committee may: a) elect, appoint or remove any officer or member of the Board; b) authorize the sale, lease, exchange or mortgage of all or substantially all of the property and assets of the corporation; c) authorize the dissolution of the corporation or revoke proceedings therefore; d) amend, alter or repeal the Articles, the Bylaws or any resolution of the Board.

ARTICLE VI - MISCELLANEOUS PROVISIONS Section 1. Compensation of Officers and Directors.

No officer or member of the Board will receive any compensation for fulfilling the responsibilities of a member of the Board or of an officer as defined in these Bylaws. However, the corporation may pay compensation to officers and members of the Board for other services performed as employees or independent contractors as long as the required rules for conflicts of interests are followed. Board members and their relatives who receive regular compensation from the corporation must always constitute less than a majority of the Board. Officers and members of the Board may receive reimbursement for actual expenses incurred in the course of fulfilling their responsibilities.

Section 2. Intention of Intellectual Property Ownership and Contract Relationship.

It is the intention of Eddyline Entertainment to be the owner and copyright holder of completed entertainment products and intellectual properties that are funded by the company and that the products and intellectual properties will be used for the benefit of the public.

It is also the intention of Eddyline Entertainment to maintain a contractual relationship with Dersham Ventures LLC as the provider of completed copyrightable works and/or intellectual properties. The Eddyline Entertainment Board will create and maintain a contract with Dersham Ventures LLC. Payments to Dersham Ventures LLC must be after submission to Eddyline Entertainment of an itemized invoice and the approval of payment of that invoice by the Eddyline Entertainment Board of Directors. Payments will never be made directly to a Dersham Ventures LLC member, or employee of Dersham Ventures LLC, or to a service provider of Dersham Ventures LLC. Section 3. Conflict of Interest.

A conflict of interest is always present whenever the corporation pays money or other compensation or provides any tangible benefits to an officer or member of the Board or to a member of a director’s or officer’s family. All transactions involving conflicts of interest must be approved using the following procedures: 1) Conflict of interest transactions must be approved by the full Board; they cannot be approved by staff, the executive director or by a committee. 2) Directors and officers who have a conflict of interest in any matter must a) declare the existence of any direct or indirect conflict of interest; b) disclose its nature on the record; and c) abstain

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from voting on that matter. The minutes must record this to show that it was done. 3) The rest of the Board must analyze the transaction and sufficient information to ensure that all transactions involving a conflict of interest are fair to the corporation and that no special benefits are being given to any person. The information relied upon by the Board, and its source, must be recorded in the minutes; and 4) all conflict-of- interest transactions must be approved by the affirmative vote of a majority of all members of the Board who do not have a conflict of interest involved in that issue, as long as no less than four disinterested directors vote to approve the transaction.

All directors and officers must sign a disclosure of all conflicts of interest and update it if that disclosure needs to be changed.

Section 4. Tax Year.

The tax year of the corporation is the calendar year.

Section 5. No Discrimination.

In the delivery of its services to the public, Eddyline Entertainment does not discriminate for or against any person on the basis of ethnicity, nationality, place of origin, religion, gender, sexual orientation, marital status, familial status, economic status, age, or mental or physical disability.

Section 6. Annual Financial Review.

The Board must require the performance of an annual financial review which must involve the services of a trusted person with bookkeeping or accounting skills and knowledge, and which does not rely upon the services of the person who does the financial bookkeeping for the corporation or the person(s) who signs the checks for the corporation. This financial review need not be formal, but must at least review and reconcile the checkbook entries, bank statements, deposit slips, receipts and expense documentation. The Board may authorize a full formal audit as necessary.

ARTICLE VII - INDEMNIFICATION OF DIRECTORS AND OFFICERS Section 1. Directors and Officers.

The corporation shall indemnify to the fullest extent permitted by law any person who is made, or threatened to be made, a party to or witness in, or is otherwise involved in, any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative, investigative, or otherwise (including any action, suit or proceeding by or in the right of the corporation) by reason of the fact that: 1) The person is or was a director or officer of the corporation or any of its subsidiaries. 2) The person is or was serving as a fiduciary within the meaning of the Employee Retirement Income Security Act of 1974 with respect to any employee benefit plan of the corporation or any of its subsidiaries. Or 3) The person is or was serving at the request of the corporation or any of its subsidiaries as a director or officer or as a fiduciary of an employee benefit plan of another corporation, partnership, joint venture, trust or other enterprise.

Section 2. Employees and Other Agents.

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The corporation may indemnify its employees and other agents to the fullest extent permitted by law.

Section 3. Advances of Expenses.

The expenses incurred by a director or officer in connection with any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative, investigative or otherwise, in which the director or officer is made or threatened to be made a party or witness, or is otherwise involved in, may be paid by the corporation in advance upon written request of the director or officer if the director or officer a) furnishes the corporation a written affirmation of his or her good faith belief that he or she is entitled to be indemnified by the corporation; and b) furnishes the corporation a written undertaking to repay such advance to the extent that it is ultimately determined by a court that he or she is not entitled to be indemnified by the corporation. Such advances shall be made without regard to the person’s ability to repay such expenses and without regard to the person’s ultimate entitlement to indemnification under this or otherwise.

Section 4. Non-Exclusivity of Rights.

The rights conferred on any person by this paragraph shall be in addition to any rights to which that person may otherwise be entitled under any articles of incorporation, bylaw, agreement, statute, policy of insurance, vote of the Board or otherwise.

Section 5. Survival of Rights.

The rights conferred on any person by this paragraph shall continue as to a person who has ceased to be a director, officer, employee or agent of the corporation and shall inure to the benefit of the heirs, executors and administrators of such people.

Section 6. Amendments.

Any repeal of this paragraph shall be prospective only, and no repeal or modification of the paragraph shall adversely affect any right or protection that is based upon this paragraph and pertains to an act or omission that occurred prior to the time of such repeal or modification.

ARTICLE VIII - GIFTS TO CORPORATION Section 1. Gifts: Donors may make gifts to the corporation by naming or otherwise identifying the corporation.

Gifts shall vest in the corporation upon receipt and acceptance by it, whether signified by an officer, employee or designated agent of the corporation. Unless express written restrictions are provided at the time the gift is received, the gift may be used by the corporation as it may deem best. The Board shall strive to develop and maintain statements of policy with respect to acceptance of gifts, and may, in the sole discretion of the Board, reject a proffered gift for any reason. The gift policy shall include a statement that no donor will be entitled to or have any expectation of receiving a benefit of any kind, direct or indirect, from the corporation as a result of the gift.

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