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        IT BELONGS TO YOU!

                  ONLY YOU GET TO DECIDE WHAT HAPPENS TO YOUR INFORMATION!

 

        

                                                  BYLAWS OF THE ASSOCIATION FOR CONSUMER EFFECTIVENESS

                                                                                                                     I

 

MISSION: To act as and become the central repository and portal of accessible information for consumers concerning Data Brokers. As well as helping consumers to become more effective and proactive in defending their private information from unlawful and unethical abuses of their data by Data Brokers, and to do so through rigorous investigation, advocacy, consumer education, and otherwise becoming the entity that watches those whom watch consumers!

 

Preamble:

 

         As we are at a dangerous crossroads between technology, privacy, government, and business in this country, and with the knowledge that what happens in the consumer privacy arena with-in the next five years, will set the tone and standard for consumer privacy rights for the next twenty to thirty years, it is important that all parties are adequately represented, and not only the interests of big data brokers!

For that reason, we hereby form the Association for Consumer Effectiveness, and duly charge it with the duty of facilitating the organization, communication, and association of its members, all of which are American consumer public. Furthermore, we hereby charge the Association with the duties of ensuring and enforcing self-regulation and the creation and maintaining of a rating system in an attempt to affect Data Broker standardization of use of consumer information. To become and act as the consumer side watchdog and advocate, dedicated to protecting consumers rights and privacy, and not the profit column on Data Brokers quarterly reports. To keep in good faith the Consumer Fairness and Transparency Index; to maintain the website which is the centerpiece of the Associations education campaign; to provide links and resources helpful to consumers on that website; provide reports for consumers; as well as remain at the forefront of consumer privacy issues!

 

       Furthermore, the association shall continue in advocacy, knowledge sharing, and where possible cost savings and member benefits on behalf of and to the body of members. We believe together we are stronger, the voice of the many is louder than the voice of the individual, and the knowledge of many is wiser than the experiences of the individual. Therefore, to address our concerns, establish best practices, self-regulation, and organize as a duly formed association all members recognize the following Amendments and By-Laws as binding upon themselves and all interested parties:

 

The name of the organization is The Association for Consumer Effectiveness. The organization is organized in accordance with the Nonprofit Corporation Act of California, as amended. The organization has not been formed for the making of any profit, or personal financial gain. The assets and income of the organization shall not be distributable to, or benefit the trustees, directors, or officers or other individuals. The assets and income shall only be used to promote corporate purposes as described below. Nothing contained herein, however, shall be deemed to prohibit the payment of reasonable compensation to employees and independent contractors for services provided for the benefit of the organization. This organization shall not carry on any other activities not permitted to be carried on by an organization exempt from federal income tax. The organization shall not endorse, contribute to, work for, or otherwise support (or oppose) a candidate for public office. The organization is organized exclusively for purposes subsequent to section 501(c) (3) of the Internal Revenue Code.

 

 

                                                                                                     Powers of the Company

 

 All powers, rights, and abilities as does a legal person of the United States of America, including but not limited to the rights to: own property; invest on behalf of itself and for the benefit of its members; carry insurance for liabilities and investment purposes; enter into contracts; hire, fire, and pay employees or professional advisors as needed; represent itself in legal actions; carry debts and balances; own, create, open, close, spend from, or otherwise utilize banking accounts; advertise its presence, purpose, and existence; recruit members; defend its members in legal action or bring legal action against any party or in any matter when to do so would be in the best interest of the Association; trade in stocks, bonds, or other securities of any sort; buy and sell any form of chattel, investment, real estate, security, property right, contractual right, right to ownership, or intellectual property; pay its bills; receive and collect dues and membership fees; set dues and membership fees; create a pension fund or other trust fund designed to benefit injured, unemployed, or retired members; partner with other individuals or business entities, governments, or trusts; create business entities or trusts; own or manage other business entities or trusts; as well as undertake any lawful act which the President of the Association does believe in his or her sole discretion to be in the best interest of the Association and its membership.

 

 

ARTICLE I

MEETINGS

 

Section 1. Annual Meeting. An annual meeting shall be held once each calendar year for the purpose of electing directors and for the transaction of such other business as may properly come before the meeting. The annual meeting shall be held at the time and place designated by the Board of Directors from time to time.

 

Section 2. Special Meetings. Special meetings maybe are requested by the President or the Board of Directors.

 

Section 3. Notice. Written notice of all meetings shall be provided under this section or as otherwise required by law. The Notice shall state the place, date, and hour of meeting, and if for a special meeting, the purpose of the meeting. Such notice shall be mailed to all directors of record at the address shown on the corporate books, at least 10 days prior to the meeting. Such notice shall be deemed effective when deposited in ordinary U.S. mail, properly addressed, with postage prepaid.

 

Section 4. Place of Meeting. Meetings shall be held at the organization's principal place of business unless otherwise stated in the notice.

 

Section 5. Quorum. A majority of the directors shall constitute at quorum at a meeting. In the absence of a quorum, a majority of the directors may adjourn the meeting to another time without further notice. If a quorum is represented at an adjourned meeting, any business may be transacted that might have been transacted at the meeting as originally scheduled. The directors present at a meeting represented by a quorum may continue to transact business until adjournment, even if the withdrawal of some directors results in representation of less than a quorum.

 

Section 6. Informal Action. Any action required to be taken, or which may be taken, at a meeting, may be taken without a meeting and without prior notice if consent in writing, setting forth the action so taken, is signed by the directors with respect to the subject matter of the vote.

 

 

ARTICLE II

DIRECTORS

 

Section 1. Number of Directors. The organization shall be managed by a Board of Directors consisting of 5 director(s).

 

Section 2. Election and Term of Office. The directors shall be elected at the annual meeting. Each director shall serve a term of 5 year(s), or until a successor has been elected and qualified.

 

Section 3. Quorum. A majority of directors shall constitute a quorum.

 

Section 4. Adverse Interest. In the determination of a quorum of the directors, or in voting, the disclosed adverse interest of a director shall not disqualify the director or invalidate his or her vote.

 

Section 5. Regular Meeting. The Board of Directors shall meet immediately after the election for the purpose of electing its new officers, appointing new committee chairpersons and for transacting such other business as may be deemed appropriate. The Board of Directors may provide, by resolution, for additional regular meetings without notice other than the notice provided by the resolution.

 

Section 6. Special Meeting. Special meetings may be requested by the President, Vice-President, Secretary, or any two directors by providing five days' written notice by ordinary United States mail, effective when mailed. Minutes of the meeting shall be sent to the Board of Directors within two weeks after the meeting.

 

Section 7. Procedures. The vote of a majority of the directors present at a properly called meeting at which a quorum is present shall be the act of the Board of Directors, unless the vote of a greater number is required by law or by these by-laws for a particular resolution. A director of the organization who is present at a meeting of the Board of Directors at which action on any corporate matter is taken shall be presumed to have assented to the action taken unless their dissent shall be entered in the minutes of the meeting. The Board shall keep written minutes of its proceedings in its permanent records.

 

Section 8. Informal Action. Any action required to be taken at a meeting of directors, or any action which may be taken at a meeting of directors or of a committee of directors, may be taken without a meeting if a consent in writing setting forth the action so taken, is signed by all of the directors or all of the members of the committee of directors, as the case may be.

 

Section 9. Removal / Vacancies. A director shall be subject to removal, with or without cause, at a meeting called for that purpose. Any vacancy that occurs on the Board of Directors, whether by death, resignation, removal or any other cause, may be filled by the remaining directors. A director elected to fill a vacancy shall serve the remaining term of his or her predecessor, or until a successor has been elected and qualified.

 

Section 10. Committees. To the extent permitted by law, the Board of Directors may appoint from its members a committee or committees, temporary or permanent, and designate the duties, powers and authorities of such committees.

 

ARTICLE III PART A

OFFICERS

 

Section 1. Number of Officers. The officers of the organization shall be an Operations Director Major, one or more Operations Director Minor (as determined by the Board of Directors), a Treasurer, and a Secretary. Two or more offices may be held by one person. The President/Chairman may not concurrently serve as the Secretary or Treasurer/CFO. The President may not serve concurrently as a Vice President.

a. Operations Directors/Chairman. The Director shall be the chief executive officer and shall preside at all meetings of the Board of Directors and its Executive Committee, if such a committee is created by the Board.

 

b. Operations Director. The Director shall perform the duties of the Director Major in the absence of the Director Minor and shall assist that office in the discharge of its leadership duties.

 

c. Secretary. The Secretary shall give notice of all meetings of the Board of Directors and Executive Committee, shall keep an accurate list of the directors, and shall have the authority to certify any records, or copies of records, as the official records of the organization. The Secretary shall maintain the minutes of the Board of Directors' meetings and all committee meetings.

 

d. Treasurer/CFO. The Treasurer shall be responsible for conducting the financial affairs of the organization as directed and authorized by the Board of Directors and Executive Committee, if any, and shall make reports of corporate finances as required, but no less often than at each meeting of the Board of Directors and Executive Committee.

 

Section 2. Election and Term of Office. The officers shall be elected annually by the Board of Directors at the first meeting of the Board of Directors, immediately following the annual meeting. Each officer shall serve a one year term or until a successor has been elected and qualified.

 

Section 3. Removal or Vacancy. The Board of Directors shall have the power to remove an officer or agent of the organization. Any vacancy that occurs for any reason may be filled by the Board of Directors.

 

 

ARTICLE III PART B

POWERS OF CORPORATE OFFICERS

 

    To carry out the purpose of any Amendment stated in the By-Laws, and created under this Agreement and subject to any limitations stated elsewhere in this Agreement and herein, The President is vested with the following powers with respect to the Association and its assets or any part thereof, in addition to those powers now or hereafter conferred by law:

 

1.1 To manage, control, grant options on, sell (for cash or on deferred payments), convey, exchange,

partition, divide, improve, and repair Association property;

 

1.2 To lease Association property for terms for any purpose, including exploraton for and removal of gas,

oil, and other minerals; and enter into community oil leases, pooling, and utilization agreements;

 

1.3 To borrow money, and to encumber or hypothecate trust property by mortgage, deed of trust, pledge, or otherwise, and to renew or extend any encumbrances upon any trust propert1.4 To carry at the expense of the Association of such kinds of insurance and in such amounts as the President shall deem advisable to protect the Association its’ employees against any hazard. However, no bond must be given or made in any amount, for the named President herein to act as President. Nor shall any bond be required of any successor President.

 

1.5 To commence or defend such litigation with respect to the Association and the property of the Association as the President may deem advisable at the expense of the Association;

 

1.6 To compromise or otherwise adjust any claims or litigation against or on behalf of the Association.

 

1.7 To advance money for the protection of the Association, and for all expenses and liabilities sustained in the administration of the Association or because of the ownership of any Association assets on behalf of the Association.

 

1.8 To continue or participate in any business or other enterprise and to effect incorporation, dissolution, or other change in the form of the organization of the business of enterprise;

 

1.9 To pay taxes, assessments, compensation of the Association President and all Association employees.

 

1.10 To exercise all of the rights, powers, and privileges of an owner with respect to securities held in trust, including, but not by way of limitation.

 

(a) the power to buy, sell, and trade securities of any nature including option contracts and short sales for cash or on margin and, incident thereto, to maintain and operate margin accounts with brokers and to pledge any securities with such brokers as security for loans and advances made to the President;

 

(b) the power to vote, give proxies and pay assessments, to participate in voting trusts, pooling agreements, foreclosures, reorganizations, consolidations, mergers, liquidations, sales, and leases, and incident to such participation, to deposit securities with and transfer title to any protective or other committee on such terms as the President may deem advisable; and

 

(c) the power to exercise or sell stock subscription or conversion rights;

1.11 To hold securities or other property in the Associations name as the President hereunder or in the name of a nominee;

 

1.12 To invest, reinvest, purchase, acquire, exchange, sell and manage Association property with the care, skill, prudence and diligence under the circumstances then prevailing, specifically including, but not by way or limitation, the general economic conditions and anticipated needs of the trust and its beneficiaries, that a prudent person acting in a like capacity and familiar with such matters would use in the conduct of an enterprise of a like character and with like aims; the President is authorized to acquire every kind of property, real, personal or mixed, and every kind of investment, including, but not limited to, corporate and government obligations of every kind, and stocks (both preferred and common), mortgage participations, shares of investment trusts and regulated investment companies (including any under the control of any investment counsel employed by the President), mutual funds and any common trust fund;

 

1.13 To continue to hold, as long as the President deems advisable, any property which the Trustee receives or acquires under this trust, whether or not such retention yields optimal tax consequences;

 

1.14 To purchase and maintain life insurance policies on the life of any person and to exercise all rights of ownership and control contained in the policies; provided, however, that the insured under any such policies shall not participate in any exercise of the rights of ownership and control with respect to such policy;

 

1.15 Presidents Resolution. The President may also designate one or more employees to sign, execute, seal and deliver on behalf of all the Association any contracts, deeds, leases, assignments, deed of trust, mortgages, bills of sale, notes, bonds and any other instruments in writing or other documents of any kind relating to the Association created hereunder. Any person, financial organization or other entity dealing with the Association may rely upon the certified copy of any such resolution, certified by the President, to establish the authority of such signatory or signatories to execute any and all documents, instruments, checks, or drafts on behalf of the Association.

 

1.16 All employees and cabinet members serve at the pleasure of the President, and may be hired or discharged without cause for any reason what so ever.

 

1.17 To suspend, revoke, create, grant, amend, or otherwise manage Association membership(s).

 

1.18 To set fees and dues.

 

 

ARTICLE IV

CORPORATE SEAL, EXECUTION OF INSTRUMENTS

 

 1.   The organization shall have a corporate seal, which shall be affixed to all deeds, mortgages, and other instruments affecting or relating to real estate. All instruments that are executed on behalf of the organization which are acknowledged and which affect an interest in real estate shall be executed by the President or any Vice-President and the Secretary or Treasurer. All other instruments executed by the organization, including a release of mortgage or lien, may be executed by the President or any Vice-President. Notwithstanding the preceding provisions of this section, any written instrument may be executed by any officer(s) or agent(s) that are specifically designated by resolution of the Board of

Directors.

 

2. These By-Laws shall be binding upon all members,

 

3. The Association is not responsible, liable, nor does it accept the legal liability for the actions, deeds, affairs, or debts of any of its members, except those officially employed by the Association and sanctioned to act on behalf of the Association. The Association does accept financial responsibility for those members who are lawfully acting in an official capacity for and on behalf of the Association. Only the cabinet members of the Association may speak and act on behalf of the Association, or those counsel, advocates, employees, or duly appointed representatives who are appointed and vested with the powers and rights to speak on behalf of the Association or by proxy for the Association by the then sitting President of the Association. The Association must have at least one member all times, cannot be without at least three Cabinet Officers for a period of time greater than ninety business days, or a full Cabinet of Officers for a period of time greater than one year. All members agree to the aforementioned claims, waiver, and notice of legal liabilities of the Association by joining the Association or otherwise becoming a member.

 

 

ARTICLE V

AMENDMENT TO BYLAWS

 

The bylaws may be amended, altered, or repealed by the Board of Directors by a two-thirds majority of a quorum vote at any regular or special meeting. The text of the proposed change shall be distributed to all board members at least ten (10) days before the meeting.

 

ARTICLE VI

INDEMNIFICATION

 

Any director or officer who is involved in litigation by reason of his or her position as a director or officer of this organization shall be indemnified and held harmless by the organization to the fullest extent authorized by law as it now exists or may subsequently be amended (but, in the case of any such amendment, only to the extent that such amendment permits the organization to provide broader indemnification rights).

 

ARTICLE VII

Member rights

 

 1. To petition the Board of Directors to amend the Bylaws as stated above.

 

2. To seek the investigation and enforcement of the Associations self-regulating body or members.

 

3. To seek the Associations advocacy and opinion on any matter that the President or the member body believes to be within the scope of interest and purview of the Association.

 

4. To receive the monthly news letter

 

5. To call a special meeting of the body with the written agreement of any two other members in good standing.

 

6. Any amendments lawfully admitted and entered into the permanent record, which shall at all times be made available for inspection upon reasonable request at normal business hours and days. Furthermore, an accurate copy of these by-laws for this Association shall be kept on file at the Secretary of State Office of California.

 

7. The right to by memberships at the prices set by the Operations Directors.  

 

  

ARTICLE VII

DISSOLUTION

 

The organization may be dissolved only with authorization of its Board of Directors given at a special meeting called for that purpose, and with the subsequent approval by no less than two-thirds (2/3) vote of the members. In the event of the dissolution of the organization, the assets shall be applied and distributed as follows:

 

All liabilities and obligations shall be paid, satisfied and discharged, or adequate provision shall be made therefore. Assets not held upon a condition requiring return, transfer, or conveyance to any other organization or individual shall be distributed, transferred, or conveyed, in trust or otherwise, to charitable and educational organization, organized under Section 501(c) (3) of the Internal Revenue Code of 1986, as amended, of a similar or like nature to this organization, as determined by the Board of

 

 

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