ARTICLE II

Nature and Purpose of the Corporation

2.1 Nonprofit Corporation.  The Corporation shall be organized and operated as a nonprofit corporation under the provisions of the Official Code of Georgia § 14-3-100 et seq. (the “Georgia Nonprofit Corporation Code”).  The Corporation shall have no capital stock and no shareholders, and no part of the net earnings, income, or profit of the Corporation shall inure to the benefit of or be distributable to its directors, officers, or other private individual except that the Corporation may pay reasonable compensation for services rendered and may make payments and distributions in furtherance of its charitable and educational purposes.  

2.2 Purposes.  

2.2.1 Section 501(c)(3).  The Corporation is organized and shall be operated exclusively for charitable and educational purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code of 1986, as amended (or the corresponding provision of any future United States internal revenue law).  The Corporation shall serve only such purposes and functions and shall engage only in such activities as are consistent with the purposes set forth in this Article II and as are exclusively charitable and are entitled to charitable status under Section 501(c)(3) of the Internal Revenue Code.

2.2.2 Purpose.  The Corporation is organized exclusively for organizing our community to work on civic-minded, social good projects via technology that make metro Atlanta more inclusive, diverse, equitable, and accessible, consistent with the requirements of Section 2.2.1.

2.2.3 Incidental Powers.  The Corporation may perform all acts necessary or incidental to the above and do whatever is deemed necessary, useful, advisable, or conducive, directly or indirectly, as determined by the Board of Directors in its discretion, to carry out any of the purposes of the Corporation, as set forth in the Articles of Incorporation and these By-Laws, including the exercise of all other power and authority enjoyed by corporations generally by virtue of the provisions of the Georgia Nonprofit Corporation Code (within and subject to the limitations of Section 501(c)(3) of the Internal Revenue Code).

2.2.4 Annual Project List.  At each annual meeting held pursuant to Section 5.1, the Board of Directors shall review and approve a list of specific projects prior to soliciting funds and/or other assistance to support those projects.

2.3 Governing Instruments.  The Corporation shall be governed by its Articles of Incorporation and these By-Laws.