COMPANY STRUCTURE A. Shareholders 1. Authority All authority in the company resides in the shareholders. The primary function of shareholders' meetings is to set goals and policies for the company. Generally, these should be broadly focused and concerned with the company's long term performance and nature, but virtually any matter that affects the company can be decided by in a shareholders' meeting. For efficiency and convenience, the shareholders can vest specific portions of their authority in individual officers, appointed commissions or other representatives. 2. Shareholders' Meetings The shareholders will meet at least once per quarter (game time), to discuss issues and make decisions, review the company's performance, etc. The meeting will be announced (via Forum thread and PM) at least one week (real time) ahead of time. The primary function of shareholders' meetings is to set goals and policies for the company. Generally, these should be broadly focused and concerned with the company's long term performance and nature. Any shareholder can call an emergency meeting when important matters arise that the shareholders as a body cannot wait to address until the next quarterly meeting. Any two other shareholders must second the call to meet, and all possible time and means must be taken to contact all shareholders in advance of the meeting. a. Quorum: Whenever the shareholders meet, those who are in attendance shall be considered a Quorum, authorized to make binding decisions with the full authority of all of the shareholders. b. Votes: At any time during a shareholders' meeting, any shareholder may call for a vote on the subject under discussion, which must be seconded by another shareholder. Any other shareholder may second the call to vote. All votes will be decided by a simple majority (whichever option gets the most votes in passed), and each share equals one vote. Shareholders may abstain from votes, split their votes among any number of options, or vest any number of their votes in any proxy. c. Proxies: At least 24 hours (real time) prior to any shareholders' meeting, any shareholder can give any representative the authority to vote with any number of his/her shares. This investiture must be announced in the Forums and the terms should be as clearly and specifically as possible. d. Special Votes: Once a motion to vote has been seconded, any shareholder may make a motion that the vote be considered a Special Vote, requiring an absolute majority (over 50% of all votes cast) for the motion to pass. A motion to make a vote a Special Vote must be seconded and then passed by a simple majority vote. B. Corporate Officers 1. Board of Directors A board of three directors will be appointed to handle to important matters between shareholders' meetings. This board will include a total of three directors, who may or may not be shareholders. Two of the directors will be representatives of the shareholders and one will be a representative of the employees of the company (see C., below). All representatives will be selected by nomination and vote and elected quarterly. Should the shareholders feel that the Board is not serving the best interests of the company, they may vote to replace the Board members at their next quarterly meeting, or during an emergency meeting called for that purpose. a. Representative Selection: Any person may be nominated to be a representative to the Board of Directors by any member of the appropriate body (shareholders or employees), and must be seconded by another member of that body. Nominees have the right to refuse nomination for any reason. No person who is under censure by the company (on probation, suspension or otherwise officially reprimanded) cannot be nominated to the Board of Directors. All terms on the Board of Directors last one quarter, although individuals may be elected any number of terms. b. Shareholders' Representatives: Selection of the representatives will take place at each quarterly shareholders' meeting. Once all nominations to the Board are made, shareholders take a simple vote and the two candidates with the highest totals of votes are elected. In the case of a tie, a runoff vote is taken. c. Employees' Representative: Selection of the representative will take place quarterly, at the same time as the shareholders' meeting. Once all nominations to the Board are made, each employee of the company (as defined in C., below) is allowed to cast one vote for any nominee. The nominee with the most votes in appointed to the Board. In the case of a tie, a runoff vote is taken. d. Board's Rights and Responsibilities: The Board of Directors can be considered in session any time all three members of the Board are in simultaneous and direct contact with one another. It is the Board’s responsibility to design policies and make decisions that direct the rest of the company in how to implement the goals laid down by the shareholders. They can also provide input and feedback to the CEO, CFO or the Captain (see below), but generally do not generally otherwise take votes or propose motions except when they feel that the company's best interests are being harmed, or are in clear and present damage of being harmed by a decision or action being actively pursued or performed by an officer of the company. i. In the case of overriding the CEO or CFO, a two-thirds majority of the board may veto the CEO's decision in that single matter. ii. In the case of overriding the Captain, a unanimous vote of all three members of the Board of Directors can relieve the Captain of command, thereby leaving the decision in the hands of the next in command. 2. Chief Executive Officer The candidate who receives the most votes in the election of shareholders’ representatives acts as Chief Executive Officer of the company, who may make decisions on behalf of the Board and the company in all business and financial matters. In voting for a CEO, Board members cannot vote for themselves or abstain from the vote. The CEO's term generally lasts for the quarter, but the other two Board members may recall the standing CEO by passing a two-thirds majority vote to do so and agreeing to name one of their number to take the recalled CEO's position. a. CEO's Rights and Responsibilities: It is the CEO's duty to implement the decisions and Goals of the Shareholders and the Board of Directors on a day-to-day basis. This includes decisions regarding the allocation of corporate resources, hiring, disciplining and firing company officers, making binding agreements with patrons, customers, suppliers and any other matters that pertain to the company as a whole but are not covered under another officer's purview. b. Delegation of Responsibilities: The CEO may appoint one or more administrative assistants to help in his duties. These individuals will be considered company employees, bound by and entitled to all of the rights and responsibilities defined below. Administrative assistants can be vested with whatever portion of the CEO’s authority as he wishes, and such investiture can be temporary or permanent at the CEO’s discretion. Any CEO may choose to discharge any administrative assistant at any time, subject to the limitations in the Employees section, below. 3. Chief Financial Officer The Board of Directors will empower a qualified individual to act as the primary CFO of the company. The CFO is responsible for directing the fiscal functions of the corporation in accordance with generally accepted accounting principles and the goals and principles set down by the shareholders and the Board, and in cooperation with the CEO. The CFO's term generally lasts for the quarter, but the Board members may recall the standing CFO by passing a two-thirds majority vote to do so and agreeing to name another qualified individual to take the recalled CFO's position. a. CFO’s Rights and Responsibilities: The CFO will plan, develop, organize, implement, direct and evaluate the organization's fiscal function and performance. He will track and report the company’s assets, manage accounts receivable and payable, oversee payroll and work closely with the CEO to maximize the company’s profits and credibility. The CFO has the authority to enter into short-term, binding agreements on behalf of the company in matters of sales and purchases. The CFO sets the base salaries and other compensation to all employees, subject to the approval of the Board of Directors. b. Delegation of Responsibilities: The CFO may appoint one or more administrative assistants to help in his duties. These individuals will be considered company employees, bound by and entitled to all of the rights and responsibilities defined below. Administrative assistants can be vested with whatever portion of the CFO’s authority as he wishes, and such investiture can be temporary or permanent at the CFO’s discretion. Any CFO may choose to discharge any administrative assistant at any time, subject to the limitations in the Employees section, below. 4. Captain of the Flagship The shareholders will select a qualified Captain to command the company’s flagship by simple nomination and vote. A Captain’s term lasts indefinitely, although the shareholders may call for a vote to replace him at any shareholders meeting. The Board of Directors can also temporarily relieve a Captain from command. a. Captain’s Rights and Responsibilities: The Captain is responsible for the safety and welfare of the ship, its crew, its passengers and its cargo. The Captain of the company flagship will also serve as Admiral of the Fleet whenever more than one company vessel is operating together. The Captain has direct command of the bridge crew and authority over the ship’s crew, and may assign them to duties and discipline them as needed. The Captain also has ultimate authority in all matters regarding the safety and welfare of the ship (qv.) The Captain is responsible to the CEO, the Board of Directors and the shareholders to command the ship in the pursuit of the goals and policies laid out by the company. b. Delegation of Responsibilities: The Captain may promote one or more junior officers to help in his duties. These individuals will be considered company employees, bound by and entitled to all of the rights and responsibilities defined below. Junior officers can be vested with whatever portion of the Captain’s authority as he wishes, subject to the limitation that no junior officer may have authority over any command officer. Any Captain may choose to demote any junior officer at any time, subject to review by the Board. When any number of crew are disembarked on an Away Mission, the Captain may name a crew member to command that mission and/or team and that Mission Leader will act as the superior officer to all personnel in the team. The Captain still maintains final authority of regarding the ship and crew, including remaining in command of Away Teams and Mission Leaders. C. Command Officers The Board of Directors will assign two qualified individuals to serve as Command Officers, directly responsible to the Captain, and subject to his orders and discipline. In each Command Officer will be empowered to act as acting Captain if the Captain is unavailable. These Command Officers will be selected by simple nomination and vote. In cases of emergency, when they both agree that the Captain is acting or behaving irrationally and/or against the interests of the ship, crew and company, the Command Officers are empowered to temporarily relieve the Captain of command and or duty, and to remand him to the custody of the Chief Medical Officer or confine him as needed. 1. First Officer The First Officer is second in the chain-of-command aboard the ship, and is responsible to advise and assist the Captain in the furtherance of his duties and in pursuing and protecting the company’s goals and interests. The First Officer may serve in additional capacities as determined by the Captain or the Board. 2. Second Officer The Second Officer is third in the chain-of-command aboard the ship, and is responsible to advise and assist the Captain in the furtherance of his duties and in pursuing and protecting the company’s goals and interests. The First Officer may serve in additional capacities as determined by the Captain or the Board. D. Crew Chiefs Crew Chiefs are nominated by the Captain and ratified by the Board of directors. Command Officers may serve as Crew Chiefs 1. Chief Engineer The Chief Engineer is responsible to the Captain and the Board for the maintenance, repair and operation of the ship’s mechanical and electrical systems, including informing the CFO when spare parts, tools and other material need to be purchased. The Chief Engineer is also the direct commanding officer of all designated engineers on the crew, subject to the approval of the Captain. 2. Chief Science Officer The Chief Science Officer is responsible for the oversight of scientific and medical operations of the ship and the physical and medical health and safety of the crew. The Chief Science Officer serves as the Ship’s Doctor or may delegate that responsibility to another qualified medical professional. The CSO is also responsible for maintenance and use of the ship’s laboratories and other scientific equipment and assets. The Chief Science Officer is also the direct supervisor of all designated researchers, medics or technicians on the crew, subject to the approval of the Captain. a. Ship’s Doctor: Either the CSO or an individual delegated by the CSO serves as the Ship’s Doctor. The Ship’s Doctor is responsible for the physical and mental health and safety of all personnel and passengers. The Ship’s Doctor is to monitor the health of all people aboard the ship, and has absolute authority in medical emergencies aboard ship. This means that the Ship’s Doctor can declare any crew member unfit for duty and can prescribe medical treatment and precautions for any individual or group of individuals based on medical need and the health of the crew and passengers as a whole. 3. Chief of Security The Chief of Security is responsible to the Captain and the Command Officers for the maintenance, repair and operation of the ship’s weapon systems and ordnance, as well as the maintenance and security of the ships locker and all small arms and personal armor. The Chief of Security is also responsible, in conjunction with the Chief Science Officer and/or Ship’s Doctor for the safety of the crew, passengers and of the ship in general. The Security Chief tracks and requisitions ammunition, ordnance and spare parts for all of the ship’s weapons and security systems and measures. The Chief of Security is also the direct supervisor of any crew specifically assigned as gunners, marines or security personnel, subject to the approval of the Captain. a. Confinement: The Chief of Security, under the command of the Captain, is empowered to hold individuals deemed to be criminals, enemies or otherwise dangerous to the ship, crew or passengers confined to quarters or in the Ship’s Brig and to take all measures needed to keep them there until such time as the Captain authorizes their release or transfer. E. Employees All crew aboard company-owned vessels and employees in company-owned ventures (hereafter collectively referred to as employees) are subject to the authority of the Company and Ship’s Officers as defined in these By-Laws. 1. Fair Treatment All employees shall be treated with dignity and respect to the extent of Common Law and the “Laws of Space.” All potential employees will be made aware of the conditions, duties, responsibilities and rewards of their proposed employment and must agree to those terms without duress. Artemis Group is an Equal Opportunity Employer (EOE) and will consider the employment of any qualified sophont regardless of species, gender, creed, nationality, place of origin, genetic variance, medical or cybernetic status, or soft drink preference. 2. Discipline Employees may be temporarily relieved of duty with or without pay by a superior officer for dereliction of duty, insubordination, unsatisfactory performance, violation of local or High law or breach of the terms of their employment. Any such actions are effective immediately, but subject to later review by the CEO or the Board of Directors. Employees may be terminated from employment by their direct supervisor or a higher authority for gross misconduct, assaulting a fellow employee, passenger, patron or superior officer, gross negligence, piracy, mutiny or theft. Terminated employees will be allowed to leave with any personal belongings at the next scheduled port of class C or better. a. Right to Appeal: In any case of discipline or censure, an employee has the right to appeal their treatment to the next higher authority in the corporate structure, as defined in these by-laws. While pursuing an appeal, however, the employee remains under the purview of the chain of command and the decision in question. The highest authority within any such proceedings will be the Board of Directors.
