These bylaws were approved by the Vivit Board of Directors on June 7, 2007
ARTICLE I - NAME
1.0 Name. The name of the corporation is Vivit, referred to hereinafter as Vivit.
ARTICLE II - OBJECTIVES
2.0 Purposes. The principal purposes of Vivit are:
2.0.1 To exchange and share information of mutual interest and value to users of Hewlett-Packard Software and related technology.
2.0.2 To receive information from HP and 3rd party Vendors regarding plans for products related to HP Software and related technology. (3rd Party Vendors are defined to be organizations that are developing products and programs that complement HP ‘s own offerings ).
2.0.3 To provide input to standards-setting bodies regarding the development and implementation of relevant industry standards; and to promote implementation by Vendors of relevant standards for the management of networks and systems.
2.0.4 To serve as a synchronized coordinated voice to HP and 3rd party Vendors to communicate members' requirements in all technical areas ("Requirements System”).
2.0.5 Any other legal purpose.
ARTICLE III - MEMBERSHIP
3.0 Membership Classes.
3.0.1 General Membership. Membership in Vivit is available to all persons who have a substantial interest in IT management and related management software and practices using HP Software related technologies. General members have voting rights, may serve as officers or members of the Board of Directors of the corporation, and may participate in any services as defined for members contingent on their membership level as defined by the Board of Directors. Hewlett-Packard employees are not eligible for full membership.
3.0.2 HP-Employee Membership. HP-Employee membership is available to all persons who are currently employees of Hewlett-Packard HP-Employee members do not have any voting rights and may not serve as officers or as members of the Board of Directors of the corporation. They can participate in any services as defined for members contingent on their membership level as defined by the Board of Directors.
3.0.3 No Ownership Interest. The Members shall not have any ownership interest in or right to possess the assets of Vivit, except as expressly provided in the Member’s Membership Agreement.
3.1.1 Annual Meeting. The annual meeting of the members of Vivit shall be held each year on such dates as determined by the Board of Directors. The annual meeting of members is the annual meeting for corporate law purposes to transact such business as may properly come before it. At each meeting, the president shall make a report to the membership and provide the members an opportunity to comment on or question matters of policy and procedure.
3.1.2 Special Meetings. Special meetings of the members may be called by or at the direction of the president, the Board of Directors, or members having one-twentieth (1/20) of the votes entitled to be cast at such meetings. Special meetings shall be held at a location determined by the Board of Directors.
3.2 Application for Membership. Acceptance of members is the responsibility of the Board of Directors in accordance with these bylaws and policies. Requests for membership shall be made by completing an online (electronic) membership application form that will be processed in accordance with Vivit bylaws and policies.
3.3 Obligation of Members. All members shall abide by these bylaws and the policies of Vivit, as determined by the Board of Directors. No member shall engage in any conduct which is prejudicial to the best interest of Vivit, its Code of Ethics or industry standards. Any member found by the Board of Directors, to have violated, or acted in disregard of, any obligation of membership shall be subject to such disciplinary action, including expulsion from membership, as the Board of Directors may deem appropriate in the circumstances.
3.4 Termination of Membership. Continuation of membership is contingent upon members continuing to fulfill the qualifications for membership, updating the membership profile held online by Vivit and abiding by these bylaws and the policies of Vivit, including the payment of dues to Vivit (if any). The deliberate registration of additional "duplicate” membership accounts, interfering with the fairness of the online voting system is prohibited. Failure to comply shall be ground for termination of membership. The Membership Committee may recommend possible termination to the Board of Directors. Application for reinstatement of membership in the case of a membership that has been terminated must include assurance that the cause for membership loss has been remedied and that the prospective member qualifies under the current membership requirement. A member shall only be reinstated after submitting an application to the Membership Committee, followed by an affirmative vote of the Board of Directors. The terminated member has the right to make an appeal to the Board of Directors prior to the vote on reinstatement.
3.5 Rights of Members.
3.5.1 Voting. There will be one vote per member then entitled to vote, on official ballots, for the election of officers, changes to bylaws, or any other matters submitted to a vote of members pursuant to these bylaws. Whenever voting by members is required or allowed in these bylaws, it shall include General members but not HP-Employee class members.
3.5.2 Qualifications of Directors and Officers. Any General member is eligible for nomination and election to the Board of Directors, and any General member is eligible for nomination and appointment as an officer of Vivit.
3.5.3 Official Notices of Vivit. An Vivit member shall receive copies of all official notices of Vivit. These notices may be provided via electronic mail.
3.6 Action by Members.
3.6.1 Quorum. Members representing ten percent (10%) of the votes entitled to be cast represented in person or by proxy shall constitute a quorum for the transaction of business. The affirmative vote of a majority of the votes entitled to be cast by the members present, either in person or by proxy at a meeting at which a quorum is present shall be necessary for the adoption of any matter voted upon by the members, unless a greater proportion is required by law, the articles of incorporation of Vivit or these bylaws. Once a member is represented for any purpose at a meeting, including the purpose of determining a quorum exists, it is deemed present for quorum purposes for the remainder of the meeting.
3.6.2 Meeting Notice. A formal notice of an annual or special meeting of members of Vivit stating the place, date, and time of the meeting, and in the case of a special meeting, stating the purpose or purposes for which the meeting has been called, shall be given not less than ten (10) days before the date of the meeting. For the purpose of Colorado law and these bylaws, any meeting at which a vote of members is taken shall be considered a meeting of the members, and the preliminary agenda, if delivered to members within the dates notice is to be provided, will serve as the notice for that meeting and such notice shall be effective when mailed. Notice may be waived in writing (or electronic mail) by a member, either before or after the meeting. Attendance of a member at any meeting shall constitute a waiver of notice of such meeting except where the member attends the meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened.
3.6.3 Proxies. At all meetings
of members, a member may vote by proxy executed in writing by such member. Such
proxy shall be filed with the secretary of the corporation before or at the
time of the meeting. No proxy shall be valid after two (2) months from the date
of its execution.
Action. Any action required to or which may be taken at a meeting of members
may be taken without a meeting if a consent in writing, electronic mail, or
posted to a common an all-member inclusive forum, setting forth the action so
taken, shall be signed by all of the members entitled to vote with respect to
the subject matter thereof. Action taken pursuant to this section shall be
effective when Vivit has received writings that describe and consent to the
action, signed by all the members entitled to vote thereon. Action taken
pursuant to this section shall be effective as of the date of the last
notification necessary to effect the action is received by Vivit, unless all
the writings specify a different date.
3.6.5 Action by
Electronic Ballot. Except as otherwise provided under these Bylaws or
provisions of law, any action which may be taken at any regular or special
meeting of Members may be taken without a meeting if Vivit distributes a
written or electronic ballot to each Member.
(1) Set forth the proposed action;
(2) Provide an opportunity to specify approval or disapproval of each
(3) State the percentage of approvals necessary to pass the measure
(4) Shall specify the date by which the ballot must be received by the
Corporation in order to be counted. The date set shall afford Members a
reasonable time within which to return the ballots to the Corporation.
Ballots shall be
mailed or delivered in the manner required for giving notice of membership
meetings as specified in these Bylaws.
ARTICLE IV -
BOARD OF DIRECTORS
4.0 Powers. All
corporate powers shall be exercised by the Board of Directors, except as
otherwise expressly provided by law, the articles of incorporation, or by these
bylaws. Powers of the Board of Directors include, without limitation:
Development, determination and prosecution of Vivit policy.
Interpretation and implementation of decisions of the members, and of the Board
of the Vivit budget and the budgets of any subunit of Vivit, and the
designation of an independent certified public accounting firm to review or
audit Vivit's financial records and to prepare all necessary tax returns and
Establishment of initiation, membership or registration fees and subscription
rates for Vivit publications.
of and use of the Vivit name, in whole or in part, by other organizations.
4.0.6 Conduct of
business as necessary to meet Vivit's objectives.
4.1 Number and
Term of Office. The Board of Directors shall consist of nine (9) members.
Except as provided below, Members of the Board shall be elected by the
membership by a postal or electronic mail ballot, or by any other electronic
vote acceptance system, at the annual meeting of members a special meeting
called for that purpose, or via an online (electronic) election campaign.
Board. The terms of the Directors shall be staggered in accordance with the
following provisions: The initial Directors on the nine (9) member Board of
Directors shall be divided into three (3) groups, with the first group
containing three (3) Directors, the second group containing three (3)
Directors, and the third group containing three (3) Directors. In order to
achieve this even rotation, the terms of the service for a particular number of
directors may be altered to less than 3 years during the first voting cycle
following these bylaws being accepted. Further terms for existing or new Board
Members shall continue to follow the established pattern until further notice.
4.1.2 Term, With
the possible exception of a candidate in the first round of voting (who may be
elected for only 2 years) persons elected as Directors shall be elected for a
term of three (3) years to succeed those whose terms expire. Despite the
expiration of his or her term, a Director continues to serve until his or her
successor is elected and qualified. A member of the Board of Directors shall be
eligible to run for a new term on the Board of Directors immediately after the
expiration of his or her previous term.
If the Board of Directors appoints as president a member of the Board of
Directors in the final year of such member’s term, that person shall serve as
an advisor on the Board of Directors during the year following the expiration
of such person’s term as president. An advisor shall not have the right to vote
as a member of the Board of Directors and shall not be counted to establish a
Director. The Board may employ an Executive Director, who shall serve with
voice but without vote. The Board shall fix the salary, duties, and other
considerations for employment of the Executive Director.
Qualifications of Directors. Directors must, at the time of their nomination,
and election to the Board of Directors, and for the duration of their term in
office, be general members.
who are no longer general members shall
resign from the Board, and if they fail to do so shall automatically
be deemed to have resigned, within a reasonable and customary
period of time which is in the best interest of the organization as defined by Vivit
policy as determined by the Board of Directors.
4.2.2 A Director
may be removed from the Board of Directors at an annual or special meeting of
members, with or without cause, by a vote of a majority of the members present
in person or by proxy, entitled to vote at an election of directors.
4.3 Vacancy in
Office. In the event of a vacancy on the Board of Directors, the vacancy shall
be filled by a majority vote of the remaining Board of Directors, though less
than a quorum.
4.3.1 All vacant
positions on the Board are to be filled as soon as possible, with every
reasonable effort made to fill the position within 90 days after the beginning
of the vacancy. Any person appointed to the Board of Directors shall have all
responsibility and authority as if that person was elected by the membership.
Members of the Board of Directors elected to office by the Board of Directors
to fill vacancies shall remain in office until the next election or until their
successors are duly elected and qualified.
4.4 Quorum. Not
less than two-thirds (2/3) of the members of the Board of Directors shall be
necessary and sufficient to constitute a quorum for the transaction of business
at any meeting of the Board of Directors, but a smaller number may adjourn any
meeting to a later date.
4.5 Action by
Majority Vote; Electronic Means; Consent in Lieu of Meeting. The act of a
majority of the Directors present at a meeting at which a quorum is present
shall be the act of the Board of Directors unless the act of a greater number
is required by law, the articles of incorporation of the corporation or these
bylaws. Directors may participate in and act in at any meeting of the Board of
Directors through the use of a conference telephone or similar communications
equipment by means of which all persons participating in the meeting can hear
each other. Participation in such meeting shall constitute attendance and
presence in person at the meeting of the person or persons so participating.
Any action required to or which may be taken at a meeting of the Board of
Directors may be taken without a meeting if consent in writing (postal, or
electronic mail), setting forth the action so taken, is signed by all of the
Directors. Each of the foregoing provisions shall also apply to committees of
the Board of Directors.
4.6 Policy. The
Board of Directors shall from time to time establish, modify, or cancel
policies governing the actions of the Directors and of the organization, and in
the event of a conflict between such policies and these bylaws, the provisions
of these bylaws shall control.
secretary shall make available to a member, upon request by such member, all
policies and distribute any changes to such member within a 120-day period
after adoption or modification.
4.6.2 If at
least ten percent (10%) of the members present a petition requesting the Board
of Directors to initiate, modify or cancel Vivit policy, the Board of Directors
shall submit the matter to a vote of the Board of Directors.
Meetings. The Board of Directors shall hold regular meetings at such place and
at such times as may be designated by resolution of the Board of Directors,
without other notice than such resolution. These meetings may take the form of
physical gatherings, but may also be facilitated by virtual gatherings via
electronic conferencing technologies such as telephone or web conferencing.
Meetings. Special meetings of the Board of Directors may be held at any time at
the request of the president or at the request in writing of a majority of the
directors. Special meetings of the Board of Directors may be held at such place
and time, either within or without the State of Colorado, as shall be specified in
resolutions of the Board or notice of such special meeting.
4.9 Notice of
Meetings. Notice of each special meeting shall be delivered by or at the
direction of the secretary to each Director at least three (3) days before the
day on which the meeting is to be held. Notice may be waived in writing by a
Director, either before or after the meeting. Attendance of a Director at any
meeting shall constitute a waiver of notice of such meeting except where the
Director attends the meeting for the express purpose of objecting to the
transaction of any business because the meeting is not lawfully called or
convened. Neither the business to be transacted at, nor the purpose of, any
regular or special meeting of the Board of Directors need be specified in the
notice or waiver of notice of such meeting.
Liability. No individual serving on the Board of Directors nor any of its
committees shall be personally liable for the debts, liabilities, or
obligations of Vivit, unless said liability proximately results from the gross
negligence or willful misconduct of said Board Member.
The officers of Vivit shall be a president, , secretary, and treasurer. The
Board of Directors may appoint such other officers and vest such other officers
with duties it deems appropriate. The officers shall be appointed by the Board
of Directors. Officers shall hold office for a one (1) year term or until their
successors are duly elected and qualified; provided, however, that any officer
appointed by the Board of Directors may be removed at any time by the Board of
Directors. Any two or more offices may be held by the same person, except the
offices of president and secretary. All officers shall be 18 years of age or
older. Each officer will have such duties or functions as are provided by these
bylaws. Officers must, at the time of their nomination, election and during
their term of office, be full members of
president, as Chairman of the Board, presides over all meetings of the members
and at all meetings of the Board of Directors. The president shall be a member
of the Board of Directors, as appointed by the Board. The president shall be
the official liaison for communications between the Executive Director and the
Board, all external communication of Vivit, and enjoy those general powers as
vested as prescribed by the Board.
executive director, as Chief Executive Officer, shall be a full time employee
of Vivit, selected and appointed by the Board of Directors and shall be
responsible for the management and the administration of the day-to-day affairs
of Vivit subject to the program policies of the Board of Directors. The
executive director shall be responsible for the efficient and effective
administration of Vivit’s staff and for the planning and coordination of the
activities, as approved by the Board of Directors. The executive director shall
be authorized to incur on behalf of Vivit ordinary and necessary business
expenses, providing such funds have been approved by the Board of Directors in
the annual budget. The executive director shall attend and participate in Board
of Directors and Membership meetings, ex officio.
secretary will be the official secretary of Vivit, and shall be the recording
secretary of all meetings of the Board of Directors and meetings of members;
shall cause all notices required to be given by Vivit to be duly given and
served; shall serve as parliamentarian of the corporation; cause the reports,
statements and other documents required by law to be properly kept and filed;
provide membership records; and maintain liaison with the Vivit attorney, and
shall serve as otherwise directed by the Board of Directors.
treasurer shall serve as chief financial officer of Vivit and be responsible
for all monies received and expended for the use of Vivit, shall cause Vivit to
satisfy its financial obligations; develop financial plans and budgets; provide
regular financial reports; provide for proper insurance coverage; manage Vivit
investments; cause the annual corporate financial audit or review to occur, and
shall serve as otherwise directed by the Board of Directors.
ARTICLE VI -
ELECTIONS AND APPOINTMENTS
Directors shall be elected by a postal or electronic mail ballot or at the
annual meeting of members unless otherwise provided herein, and officers shall
be appointed by the Board of Directors at the new Board of Director’s first
meeting following the annual election by members, or from time to time
thereafter. Annual meetings of members may be held in conjunction with Vivit and/or
Nominations. The nominating committee shall select candidates for each vacant
position on the Board of Directors.
Nomination by Petition. Additional nominations for Director may be made by
petition in accordance with the policies of Vivit.
Supervision; Balloting by Mail. Elections shall be held under the general
supervision of the nominating committee. The Board of Directors may authorize
any election of directors to be held by mail ballot, and may adopt the
necessary procedures and safeguards for such an election.
ARTICLE VII -
Organization. Vivit shall have certain committees for the purpose of conducting
the affairs of Vivit and fulfilling its purposes.
The Vivit Board of Directors at its discretion shall establish committees from
time to time to assist in the management and administration of Vivit. Each
committee shall be authorized by a resolution of the Board of Directors
establishing its purpose, authority, membership and termination. The secretary
shall maintain all committee resolutions as part of Vivit official records.
Each committee shall consist of one (1) or more Director(s) of the corporation
and such other persons as the Board of Directors deems appropriate. The Chair
of each committee shall be a Director of the corporation serving on such
committee. The permanent committees shall be as follows:
Committee. The nominating committee shall be responsible for administering and
overseeing the nomination of Directors and the annual election process in
accordance with the policies and bylaws of Vivit, and as directed by the Board
Committee. The membership committee shall have the responsibility to review and
take action on applications for membership, criteria for membership, and to
perform other duties in accordance with the policies and bylaws of Vivit and as
directed by the Board of Directors.
Committee. The finance committee shall be responsible for reviewing and
recommending to the Board of Directors financial policy and shall be
responsible for retaining qualified certified public accountants and causing
such certified public accountants to review or audit the financial records of
the corporation. The finance committee shall cause annual budgets and financial
projections to be prepared and submitted to the Board of Directors. The finance
committee shall include the treasurer.
7.2 Conflict of
Interest. No person may hold a position on the Board of Directors or in any
official position while an employee of, or contractor with, Hewlett-Packard,
unless said conflict is fully disclosed to the Board and is determined to be
insubstantial. Everyone who serves in an official capacity for Vivit shall sign
on an annual basis a statement disclosing any potential or real conflict of
interest. In considering specific board resolutions, any interested officer or
director shall promptly disclose any potential conflict of interest as it
directly relates to a certain matter and recuse himself or herself from
deliberations and voting on the interested matter. Any interested matter shall
be approved pursuant to Section 7.4.
7.3 Removal of
Interested Board Member. The Board of Directors may remove any director or
officer that it believes, in its own discretion, exhibits a potential or actual
conflict of interest. Removal of any director or officer requires a vote of
two-thirds (2/3) of the disinterested members of the Board of Directors. In
addition, any policy regarding conflict of interest may only be amended by a
vote of two-thirds (2/3) of the members of the Board of Directors.
Transactions. All contract or other transaction between Vivit and one or more
of its directors or officers of any other corporation, firm, association or
entity in which one or more of its directors are directors or officers or
financially interested, shall be either void or voidable because of such
relationship or interest or because such director or officer are present at the
meeting of the board of directors or a committee thereof which authorizes,
approves, or ratifies such contract or transaction or because his/her or their
votes are counted for such purpose unless:
(i) the material facts of the transaction and the director’s or
officer’s interest were disclosed or known to the board of directors and the
board of disinterested directors authorized, approved, or ratified the
transaction, and the interested director disqualifies himself or herself from
voting on and deliberating the matter although an interested director can count
toward a quorum; or
(ii) the material facts of the transaction and the interested director’s
were disclosed or known to the members entitled to vote and they authorized,
approved, or ratified the transaction; and
(iii) the transaction was fair to the corporation
- AMENDMENT OF BYLAWS
8.0.1 The Board
of Directors may propose a change to the bylaws.
8.0.2 If members
representing at least 10 percent of the members present a petition requesting
the Board of Directors to initiate a change in the bylaws, the Board of
Directors shall submit the matter to a membership vote at the earliest practical
date, but not later than twelve (12) months from the date the petition is
submitted to the Vivit secretary or president.
8.0.3 The bylaws
may be amended at any meeting of members or via electronic ballot.
8.1 Voting. The
bylaws shall be amended upon approval by a majority of the votes entitled to be
cast by the members present, either in person or by proxy, at a meeting at
which such an amendment is considered or via electronic ballot.
- PARLIAMENTARY AUTHORITY
Authority. The then current Robert's Rules of Order shall be the binding
ARTICLE X -
Indemnification. The corporation shall indemnify Directors of the corporation
in their capacities as Directors pursuant to the procedures set forth in, and
the fullest extent authorized by, Colorado
law as the same exists or may hereafter be amended. The right to
indemnification provided herein shall be a contract right and shall include the
right to be paid by the corporation in accordance with Colorado law for expenses incurred in
advance of any proceeding's final disposition.
may indemnify officers, employees and agents of the corporation to the same
extent as is permitted for directors under Colorado law (and to a greater extent if
consistent with law). No such indemnification shall be made without the prior
approval of the Board of Directors and the determination by the Board of
Directors that such indemnification is permissible.
may, at the discretion of the Board of Directors, purchase and maintain
insurance, at its expense, to protect itself and any director, officer,
employee and agent of the corporation or another company, partnership, joint
venture, trust, or other enterprise against any expense, liability or loss
whether or not the corporation would have the power to indemnify such person
against such expense, liability or loss under Colorado law.
rights of indemnification shall not be exclusive of other rights to which any
director, officer, employee or agent may be entitled as a matter of law.
ARTICLE XI -
Nondiscrimination. It is the commitment of Vivit that any qualified individual
may participate in all activities, and hold office, without regard to their
race, sex, sexual orientation, religion, age, national origin, physical or
Requirements. A resolution to dissolve the corporation shall be adopted upon
receiving at least two-thirds (2/3) of the votes of members present at the
meeting, or, in the event of a mail vote, upon receiving at least two thirds
(2/3) of the votes which are entitled to be cast on the question.
of Assets. Upon dissolution or liquidation of this corporation, all liabilities
and obligations of the corporation shall be paid, satisfied and discharged, or
adequate provisions shall be made therefore. Thereafter, remaining assets shall
be distributed in accordance with the articles of incorporation, with
distributions to and paying level members made pro-rata based upon membership
outstanding as of the date of the last meeting or ballot of members. In the event there are no paying members,
assets shall be distributed similarly to all members made pro-rata based upon
membership outstanding as of the date of the last meeting or ballot of members.
Competition. Each Member acknowledges that the Members are committed to
fostering competition in the development of new products and services and that Vivit’s
services are intended to promote such competition. The Members further
acknowledge that some of them may compete with one another in various lines of
business and that it is therefore imperative that they and their
representatives act in a manner that does not violate any applicable antitrust
laws and regulations. Without limiting the generality of the foregoing, the
Members acknowledge that the Members that are competitors shall not discuss
issues relating to product costs, product pricing, methods or channels of
product distribution, any division of markets, or allocation of customers or any other topic that would be prohibited
by applicable antitrust laws. Accordingly, each Member hereby assumes
responsibility to provide appropriate legal counsel to its representatives
acting according to these Bylaws regarding the importance of limiting their
discussions to subjects that relate to the purposes of the Corporation, whether
or not such discussions take place during formal meetings, informal gatherings,
or otherwise. Each Member consents to the Vivit’s giving notice of Member’s
membership in Vivit, to the extent necessary for the Corporation to invoke the
protection of the National Cooperative Research and Production Act of 1993. (15
U.S.C. §§4301 et seq.)
ARTICLE XIV -
Incorporation. Vivit is a registered trade name for OpenView Forum, a Colorado
Non-Profit Corporation organized pursuant to the Colorado Non-Profit
Corporation Act (C.R.S. §§ 7-30- 101 et seq.) The Articles of Incorporation for
OpenView Forum Vivit are maintained in the office of the Secretary of State,
State of Colorado.
14.2 Principal Place of Business. The principal office of the Corporation is 8770 West Bryn
Mawr, Suite 1300,
60631, and such
location as the Board of Directors may at any time and from time to time
14.3 Freedom of
Action. No provision of these Bylaws or the Membership Agreement shall be
interpreted to prevent any Member from engaging in any other activities or
business ventures, independently or with others whether or not competitive with
the activities contemplated herein or those of any Member and regardless of the
effect thereof on the Corporation.
Law. These Bylaws shall be governed by, and construed in accordance with, the
laws of the State of Colorado.
Resolution. Any dispute arising out of or related to these bylaws or corporate
management, should be submitted to informal mediation. If the parties agree to
mediation, the dispute shall be submitted to a mediation provider mutually
agreed upon by the parties. The corporation and member agree to share the
reasonable costs of mediation, each paying one-half. If mediation fails or is
undesirable, the parties shall submit contested matters to the American
Arbitration Association in Colorado
for selection and resolution by a neutral arbitrator pursuant to AAA Rules.
Each party will bear its own costs during the arbitration process including the
corporation, which will bear a proportionate share, and the prevailing party
shall be entitled to reimbursement of reasonable attorneys’ fees and costs.
- OPERATING UNDER ASSUMED NAME
to operate under assumed name. OpenView Forum has resolved to operate under the
trade name Vivit.
15.2 Filing of
certificate of trade name. OpenView Forum Vivit has filed and will maintain a
certificate of trade name "Vivit” with the State of Colorado, Secretary of State.
Authorization. The board of directors and officers shall operate and have the
authority to act, as set forth in Articles I –XI in the name of Vivit. All
books, required records, meetings, and corporate activities shall be performed
by the corporation in the assumed trade name "Vivit.” Separate books, tax
filings, shares, authorizations, or procedures shall not be required.
Liability. All business conducted under the assumed trade name "Vivit” shall
fall under the purview, authority, reservations, and limited liability
provisions of the Articles of Incorporation, Bylaws and operating resolutions
of the corporation.