ARTICLE I
NAME/REGISTERED OFFICE

The name of this corporation shall be: Resource Based Economy Foundation. The corporation's registered office is located at: 1507 NW 18^th, Oklahoma City, OK 73106.

Our resident agent is Mark D. Maxey, 1507 NW 18^th, Oklahoma City, OK 73106.

ARTICLE II
PURPOSE

Said organization is organized exclusively for charitable, religious, educational, and scientific purposes, including, for such purposes, the making of distributions to organizations that qualify as exempt organizations under section 501(c)(3) of the Internal Revenue Code, or corresponding section of any future federal tax code.

Upon the dissolution of the organization, assets shall be distributed for one or more exempt purposes within the meaning of section 501(c)(3) of the Internal Revenue Code, or corresponding section of any future federal tax code, or shall be distributed to the federal government, or to a state or local government, for a public purpose. Any such assets not disposed of shall be disposed of by a Court of Competent Jurisdiction of the county in which the principal office of the organization is then located, exclusively for such purposes or to such organization or organizations, as said Court shall determine, which are organized and operated exclusively for such purposes.

 To this end, the corporation Resource Based Economy Foundation(RBEF) shall be created from the ground up within the monetary system, using existing legal and financial mechanisms. Through the coordination of multiple activities, tasks, projects and organizations in a fully transparent way, the Resource Based Economy Foundation shall provide resources (including funds) and a coordination platform for various projects and organizations aiming at the research and introduction of a global Resource Based Economy(RBE). The RBEF exists as a tool for RBE Projects during the transition period and provides the necessary resources and funding.

According to the principles, all work shall be done on a voluntary basis where possible. All acquired resources (including money) shall be redistributed among the RBE projects which are incorporated non-profits as well. RBEF is a link between the current monetary based system and the future resource based economy. RBEF is a redistribution and accounting center for all projects which require and/or generate resources. All decisions concerning the funds and management shall be as automated as possible based on algorithms devised in a scientific way in order to achieve 100% transparency about the funds. The RBEF shall exist as long as money is necessary and an irreplaceable resource for the start, efficient operation, and development of RBE Projects.

ARTICLE III
LIMITATIONS

At all times the following shall operate as conditions restricting the operations and activities of the corporation:

1. No part of the net earnings of the corporation shall inure to any member of the corporation not qualifying as exempt under Section 501(c)(3) of the Internal Revenue Code of 1986, as now enacted or hereafter amended, nor to any Director or officer of the corporation, nor to any other private persons, excepting solely such reasonable compensation that the corporation shall pay for services actually rendered to the corporation, or allowed by the corporation as a reasonable allowance for authorized expenditures incurred on behalf of the corporation;

2. No substantial part of the activities of the corporation shall constitute the carrying on of propaganda or otherwise attempting to influence legislation, or any initiative or referendum before the public, and the corporation shall not participate in, or intervene in (including by publication or distribution of statements), any political campaign on behalf of, or in opposition to, any candidate for public office; and

3. Notwithstanding any other provision of these articles, the corporation shall not carry on any other activities not permitted to be carried on by a corporation exempt from federal income tax under Section 501(c)(3) of the Internal Revenue Code of 1986, as now enacted or hereafter amended.

4. The corporation shall not lend any of its assets to any officer or director of this corporation [unless such loan program is regularly conducted as part of the activities of the organization and the qualification of the individual to participate in same is determined by a panel comprised solely of non-Board members!!], or guarantee to any person the payment of a loan by an officer or director of this corporation.

ARTICLE IV
BOARD OF TRUSTEES

The corporation may (but need not) have voting members, and such membership, if any, and classes thereof, shall be as defined in the corporation's bylaws. The management and affairs of the corporation shall be at all times under the direction of a Board of Trustees, whose operations in governing the corporation shall be defined by statute and by the corporation's by-laws. No member or Trustee shall have any right, title, or interest in or to any property of the corporation. 

The corporation's first Board of Trustees  shall be comprised of the following natural persons: Dzmitry, Rafal, Nexus , Travis Romig, Eugene Nosko, Steve, Josh Strobl, and Mark Maxey

ARTICLE V
DEBT OBLIGATIONS AND PERSONAL LIABILITY

No member, officer or Director of this corporation shall be personally liable for the debts or obligations of this corporation of any nature whatsoever, nor shall any of the property of the members, officers or Directors be subject to the payment of the debts or obligations of this corporation.  The corporation shall not have the power to incur any debt.

ARTICLE VI
DISSOLUTION

Upon the time of dissolution of the corporation, assets shall be distributed by the Board of Trustees, after paying or making provisions for the payment of all debts, obligations, liabilities, costs and expenses of the corporation, for one or more exempt purposes within the meaning of section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code, or shall be distributed to the federal government, or to a state or local government, for a public purpose. Any such assets not so disposed of shall be disposed of by a Court of Competent Jurisdiction of the county in which the principal office of the corporation is then located, exclusively for such purposes or to such organization or organizations, as said Court shall determine, which are organized and operated exclusively for such purposes.

 ARTICLE VII
INCORPORATOR

The incorporator(s) of this corporation is(are): Dzmitry, Rafal, Nexus, Travis Romig, Eugene Nosko, Steve, Josh Strobl, and Mark Maxey

The undersigned incorporator(s) certify(ies) both that she/he/they execute(s) these Articles for the purposes herein stated, and that by such execution, she/he/they affirm(s) the understanding that should any of the information in these Articles be intentionally or knowingly misstated, she/he/they is/are subject to the criminal penalties for perjury set forth in Oklahoma Statutes as if this document had been executed under oath.

Dated and Signed this ____day of February 2010.

________________________           _______________________         _____________________

BY-LAWS OF RESOURCE BASED ECONOMY FOUNDATION, A NOT-FOR-PROFIT CORPORATION

ARTICLE I   ORGANIZATION

1. The name of the organization shall be RESOURCE BASED ECONOMY FOUNDATION.

2. The organization shall have a seal which shall be in the following

form: Stamp or Seal.

ARTICLE II   PURPOSES

Said organization is organized exclusively for charitable, religious, educational, and scientific purposes, including, for such purposes, the making of distributions to organizations that qualify as exempt organizations under section 501(c)(3) of the Internal Revenue Code, or corresponding section of any future federal tax code.

Upon the dissolution of the organization, assets shall be distributed for one or more exempt purposes within the meaning of section 501(c)(3) of the Internal Revenue Code, or corresponding section of any future federal tax code, or shall be distributed to the federal government, or to a state or local government, for a public purpose. Any such assets not disposed of shall be disposed of by a Court of Competent Jurisdiction of the county in which the principal office of the organization is then located, exclusively for such purposes or to such organization or organizations, as said Court shall determine, which are organized and operated exclusively for such purposes.

 To this end, the corporation Resource Based Economy Foundation shall be created from the ground up within the monetary system, using existing legal and financial mechanisms. Through the coordination of multiple activities, tasks, projects and organizations in a fully transparent way, the RBE Foundation shall provide resources (including funds) and a coordination platform for various projects and organizations aiming at the research and introduction of a global Resource Based Economy. The RBEF exists as a tool for RBE Projects during the transition period and provides the necessary resources and funding.

According to the principles, all work shall be done on a voluntary basis where possible. All acquired resources (including money) shall be redistributed among the RBE projects. RBEF is a link between the current monetary based system and the future resource based economy. RBEF is a redistribution and accounting center for all projects which require and/or generate resources. All decisions concerning the funds and management shall be as automated as possible based on algorithms devised in a scientific way in order to achieve 100% transparency about the funds. The RBEF shall exist as long as money is necessary and an irreplaceable resource for the start, efficient operation, and development of RBE Projects.

ARTICLE III   MEMBERSHIP

Membership in this organization shall be open to all who are on our board of trustees, and/or a representative. Membership of RBEF is open for all persons globally, but which has no voting priveleges as that rests with the Board of Trustees. The basic membership outside of the Board of Trustees is for the implementation of Groups which volunteer to realize the mission and goals of RBEF. These members vote internally as it relates to their Group but do not vote on issues that rests with the Board of Trustees for RBEF.

ARTICLE IV   MEETINGS

The annual membership meeting of this organization shall be held on the  2^nd day of February each and every year except if such day be a legal holiday, then and in that event, the Board of Trustees shall fix  the day but it shall not be more than two weeks from the date fixed by  these By-Laws.

The Secretary shall cause to be mailed to every member in good standing  at his address as it appears in the membership roll book in this  organization a notice telling the time and place of such annual meeting. As well, an electronic email with receipt request shall also be deemed as notification.

Regular meetings of this organization shall be held in Oklahoma City, Oklahoma at convenient location for the Board of Trustees. The meeting can also be held via the internet through video and audio methods.

The presence of not less than 4 (four) of the members of the Board of Trustees shall constitute a quorum and shall be necessary to conduct the business of this organization; but a lesser percentage may adjourn the meeting  for a period of not more than three weeks from the date scheduled by  these By-Laws and the secretary shall cause a notice of this scheduled  meeting to be sent to all those members who were not present at the  meeting originally called. A quorum as herein before set forth shall be  required at any adjourned meeting.

Special meetings of this organization may be called by any member of the Board of Trustees when he deems it for the best interest of the organization. Notices of  such meeting shall be mailed to all members at their addresses as they appear in the membership roll book at least ten (10) days before the scheduled date set for such special meeting. Such notice shall state the reasons that such meeting has been called, the business to be transacted  at such meeting and by whom it was called.

No other business but that specified in the notice may be transacted at  such special meeting without the unanimous consent of all present at  such meeting.

ARTICLE V   VOTING


At all meetings, all votes shall be by voice. The decisions are being taken by the full agreement of all Board of Trustees members. If at least one member of the Board votes against the proposed resolution, it is considered rejected. It includes but is not limited to accepting new Officers and new Trustees.

ARTICLE VI   ORDER OF BUSINESS

1. Roll Call.

2. Reading of the Minutes of the preceding meeting.

3. Reports of Committees.

4. Reports of Officers.

5. Old and Unfinished Business.

6. New Business.

7. Adjournments.

ARTICLE VII   BOARD OF TRUSTEES

The business of this organization shall be managed by a Board of Trustees. At least one of the trustees elected shall be a resident of the State of Oklahoma and a citizen of the United States.

The Board of Trustees shall have the control and management of the affairs and business of this organization. Such Board of Trustees shall only act in the name of the organization when it shall be regularly convened by appointed member after due notice to all the trustees of such meeting.

Four (4) of the members of the Board of Trustees shall constitute a quorum and the meetings of the Board of Trustees shall be held regularly on the 2^nd Day of February or the nearest weekend from that date each year..

Each trustee shall have one vote and such voting may not be done by proxy.

The Board of Trustees may make such rules and regulations covering its meetings as it may in its discretion determine necessary.

Vacancies in the Board of Trustees shall be filled by a vote of the majority of the remaining members of the Board of Trustees for the balance of the year.

The Board of Trustees shall select from one of their members a  secretary.

A trustee may be removed when sufficient cause exists for such removal.  The Board of Trustees may entertain charges against any director. A director may be represented by counsel upon any removal hearing. The Board of Trustees shall adopt such rules for this hearing as it may in its discretion consider necessary for the best interests of the organization.

ARTICLE VIII   OFFICERS

The initial officers of the organization shall be as follows:

Chair: Rafal

Vice Chair: Steve Sojo

Secretary: Dzmirty Mazouka

Treasurer: Eugene Nosko

Public Relations: Mark D. Maxey & Josh Strobl & Travis Romig

All officers, jointly, shall appoint all committees, temporary or permanent.

The Chair shall preside at all membership meetings.

 He shall by virtue of his office be Chairman of the Board of  Trustees.

 He shall present at each annual meeting of the organization an annual report of the work of the organization.

 He shall be one of the officers who may sign the checks or drafts of the organization.

 He shall have such powers as may be reasonably construed as belonging to the chief executive of any organization.

The Vice Chair: shall in the event of the absence or inability of the

Chair to exercise his office become acting president of the organization with all the rights, privileges and powers as if he had been the duly elected president.

The Secretary shall keep the minutes and records of the organization in appropriate books.

 It shall be his/her duty to file any certificate required by any statute, federal or state.

 He/She shall give and serve all notices to members of this organization.

 He shall be the official custodian of the records and seal of this organization.

 He/She can be one of the officers required to sign the checks and drafts of the organization.

 He shall present to the membership at any meetings any communication addressed to him as Secretary of the organization.

 He shall submit to the Board of Trustees any communications which shall be addressed to him as Secretary of the organization.

 He shall attend to all correspondence of the organization and shall exercise all duties incident to the office of Secretary.

The Treasurer shall have the care and custody of all monies belonging to the organization and shall be solely responsible for such monies or securities of the organization. She shall cause to be deposited in a regular business bank or trust company a sum not exceeding $ ________

and the balance of the funds of the organization shall be deposited in a savings bank except that the Board of Directors may cause such funds to be invested in such investments as shall be legal for a non-profit  corporation in this state. 

He must be one of the officers who shall sign checks or drafts of the organization. No special fund may be set aside that shall make it unnecessary for the Treasurer to sign the checks issued upon it.

He shall render at stated periods as the Board of Trustees shall determine a written account of the finances of the organization and such report shall be physically affixed to the minutes of the Board of  Directors of such meeting.

He shall exercise all duties incident to the office of Treasurer.

The Public Relations officer shall be responsible for marketing and promotion of RBEF at the direction of Board of Trustees.

All above duties and responsibilities may be delegated to another Board member with the both side agreement and the approval by the whole Board.

Officers shall by virtue of their office be members of the Board of Trustees.

No officer shall for reason of his office be entitled to receive any salary or compensation, but nothing herein shall be construed to prevent an officer or director for receiving any compensation from the organization for duties other than as a director or officer. However, the funds raised and the sole purpose of Resource Based Economy Foundation, is to further the mission and goals of the RBEF. The funds raised and donated are to be used for this sole purpose only.

ARTICLE IX   SALARIES

The Board of Directors has determined that as a whole RBEF is a volunteer ran organization with no paid salaries or staff.

ARTICLE X   COMMITTEES

All committees of this organization shall be appointed by the Board of Trustees and their term of office shall be for a period of one year or less if sooner terminated by the action of the Board of Trustees. Membership of the committees can and shall be open to the public that are in alliance with our goals and mission, but shall have no voting privileges with Resource Based Economy Foundation annual meetings or Board of Directors meetings. But their vote within the framework of their committees is permissible.

The permanent committees shall be:

• Engine Unit Committee – Responsible for creating the organization’s 3- or 5-year strategic plan and updating the rest of the board about its progress.
• Software Development Committee – Responsible for development of computer software programs to be utilized by RBE systems. Especially the Resource Management Platform.
• Global Cooperation Committee – Responsible for coordinating cooperation between RBEF and other RBE systems.
• Information Gathering & Promotional Group Committee – Responsible for marketing and promotional efforts of RBEF.
• NPO Network Committee – Responsible for the establishment and management of the RBEF’s branches, offices and affiliated organizations outside the USA.
• Experts and Research Committee – Responsible for research and gathering opinions from the experts in the fields related to the RBEF goals.

ARTICLE XI   DUES

There are no dues for membership of the Board of Trustees or memberships into the Auxillary Commitees.

ARTICLE XII   AMENDMENTS

These By-Laws may be altered, amended, repealed or added to by an affirmative vote of not less than four (4) of the members.

Dated and Signed this ____day of February 2010.

________________________           _______________________         _____________________

________________________           _______________________         _____________________

 Steve                                       Nexus                    

Appendix A: Conflict of Interest Policy

Article I

Purpose

The purpose of the conflict of interest policy is to protect this tax-exempt organization’s (Resource Based Economy Foundation) interest when it is contemplating entering into a transaction or arrangement that might benefit the private interest of an officer or director of the Organization or might result in a possible excess benefit transaction. This policy is intended to supplement but not replace any applicable state and federal laws governing conflict of interest applicable to nonprofit and charitable organizations.

Article II

Definitions

1. Interested Person

Any director, principal officer, or member of a committee with governing board delegated powers, who has a direct or indirect financial interest, as defined below, is an interested person.

2. Financial Interest

A person has a financial interest if the person has, directly or indirectly, through business, investment, or family:

a. An ownership or investment interest in any entity with which the Organization has a transaction or arrangement,

b. A compensation arrangement with the Organization or with any entity or individual with which the Organization has a transaction or arrangement, or

c. A potential ownership or investment interest in, or compensation arrangement with, any entity or individual with which the Organization is negotiating a transaction or arrangement. Compensation includes direct and indirect remuneration as well as gifts or favors that are not insubstantial. A financial interest is not necessarily a conflict of interest. Under Article III, Section 2, a person who has a financial interest may have a conflict of interest only if the appropriate governing board or committee decides that a conflict of interest exists.

Article III

Procedures

1. Duty to Disclose

In connection with any actual or possible conflict of interest, an interested person must disclose the existence of the financial interest and be given the opportunity to disclose all material facts to the directors and members of committees with governing board delegated powers considering the proposed transaction or arrangement.

2. Determining Whether a Conflict of Interest Exists

After disclosure of the financial interest and all material facts, and after any discussion with the interested person, he/she shall leave the governing board or committee meeting while the determination of a conflict of interest is discussed and voted upon. The remaining board or committee members shall decide if a conflict of interest exists.

3. Procedures for Addressing the Conflict of Interest

a. An interested person may make a presentation at the governing board or committee meeting, but after the presentation, he/she shall leave the meeting during the discussion of, and the vote on, the transaction or arrangement involving the possible conflict of interest.

b. The chairperson of the governing board or committee shall, if appropriate, appoint a disinterested person or committee to investigate alternatives to the proposed transaction or arrangement.

c. After exercising due diligence, the governing board or committee shall determine whether the Organization can obtain with reasonable efforts a more advantageous transaction or arrangement from a person or entity that would not give rise to a conflict of interest.

d. If a more advantageous transaction or arrangement is not reasonably possible under circumstances not producing a conflict of interest, the governing board or committee shall determine by a majority vote of the disinterested directors whether the transaction or arrangement is in the Organization’s best interest, for its own benefit, and whether it is fair and reasonable. In conformity with the above determination it shall make its decision as to whether to enter into the transaction or arrangement.

4. Violations of the Conflicts of Interest Policy

a. If the governing board or committee has reasonable cause to believe a member has failed to disclose actual or possible conflicts of interest, it shall inform the member of the basis for such belief and afford the member an opportunity to explain the alleged failure to disclose.

b. If, after hearing the member’s response and after making further investigation as warranted by the circumstances, the governing board or committee determines the member has failed to disclose an actual or possible conflict of interest, it shall take appropriate disciplinary and corrective action.

Article IV

Records of Proceedings

The minutes of the governing board and all committees with board delegated powers shall contain:

a. The names of the persons who disclosed or otherwise were found to have a financial interest in connection with an actual or possible conflict of interest, the nature of the financial interest, any action taken to determine whether a conflict of interest was present, and the governing board’s or committee’s decision as to whether a conflict of interest in fact existed.

b. The names of the persons who were present for discussions and votes relating to the transaction or arrangement, the content of the discussion, including any alternatives to the proposed transaction or arrangement, and a record of any votes taken in connection with the proceedings.

Article V

Compensation

a. A voting member of the governing board who receives compensation, directly or indirectly, from the Organization for services is precluded from voting on matters pertaining to that member’s compensation.

b. A voting member of any committee whose jurisdiction includes compensation matters and who receives compensation, directly or indirectly, from the Organization for services is precluded from voting on matters pertaining to that member’s compensation.

c. No voting member of the governing board or any committee whose jurisdiction includes compensation matters and who receives compensation, directly or indirectly, from the Organization, either individually or collectively, is prohibited from providing

information to any committee regarding compensation.

Article VI

Annual Statements

Each director, principal officer and member of a committee with governing board delegated powers shall annually sign a statement which affirms such person:

a. Has received a copy of the conflicts of interest policy,

b. Has read and understands the policy,

c. Has agreed to comply with the policy, and

d. Understands the Organization is charitable and in order to maintain its federal tax exemption it must engage primarily in activities which accomplish one or more of its tax-exempt purposes.

Article VII

Periodic Reviews

To ensure the Organization operates in a manner consistent with charitable purposes and does not engage in activities that could jeopardize its tax-exempt status, periodic reviews shall be conducted. The periodic reviews shall, at a minimum, include the following subjects:

a. Whether compensation arrangements and benefits are reasonable, based on competent survey information, and the result of arm’s length bargaining.

b. Whether partnerships, joint ventures, and arrangements with management organizations conform to the Organization’s written policies, are properly recorded, reflect reasonable investment or payments for goods and services, further charitable purposes and do not result in inurement, impermissible private benefit or in an excess benefit transaction.

Article VIII

Use of Outside Experts

When conducting the periodic reviews as provided for in Article VII, the Organization may, but need not, use outside advisors. If outside experts are used, their use shall not relieve the governing board of its responsibility for ensuring periodic reviews are conducted.

Dated and Signed this ____day of February 2010.

________________________           _______________________         _____________________

 Mark Maxey                           Josh Strobl                              Rafal

1507 NW 18^th                                  4116 S.W. Goodwin St

Oklahoma City, OK 73106-4213       Ankeny, IA                 

________________________           _______________________         _____________________

 Travis Romig                           Dzmitry                            Eugene Nosko 

63 Redoubt Rd

Manukau City 2105

Auckland, New Zealand

64-021-0226-9880

________________________           _______________________         _____________________

 Steve                                       Nexus