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OUTLINE OF THE BYAWS OF NEWVISTA CAPITAL, LLC
NewVistas Project Paper
Author: Carl J. Belliston
Date: 10/06/2014
____________________________________________________________________________
INTRODUCTION
This paper outlines the provisions of the bylaws of NewVista Capital. Normally, an LLC does not need
bylaws because leadership structure is outlined in the operating agreement. However, the leadership
structure of NewVista Capital is very extensive, so it makes sense to set out that structure in separate
bylaws.
CONTEXT AND PARAMETERS
The NewVista organizational structure is divided among a board of trustees (which are the trustees of the
ultimate owner of all of the assets of a NewVista community, namely, The NewVista Trust) and two
separate branches of executive leadership. One branch of executive leadership is comprised of
professionals who focus on administration and the profitable use of tangible community assets. The
other branch of executive leadership oversees the use of intellectual assets of the community and focuses
on all aspects of human development.
The leadership within NewVista Capital comprises the second branch of executive leadership.
DESCRIPTION
These are the bylaws of NewVista Capital, LLC.
Section 1 – Purposes
NewVista Capital, LLC is organized as a private forprofit entity.
The purpose of the Company is to further the objectives of its Managing Member.
The Company provides capital resources and supporting goods and services to VistaBizzes, either
directly or through affiliated entities.
Section 2 – Managing Member
The Company has one Managing Member: The NewVista Trust.
The annual meeting of the Company shall be held on the third Monday in January at 9:00 a.m. At
the annual meeting, the Managing Member shall appoint officers and shall transact such other
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business as may come before the meeting.
The business and affairs of the Company are managed under the direction of the Managing
Member.
Section 3 – Managers
The key officers identified in Section 4.1 are managers.
No other officers of the Company except for the key officers identified in Section 4.1 have the
authority of managers.
Section 4 – Officers
The following key officers shall be appointed by the Managing Member: (1) a Chief Executive
Officer (CEO) and, at the Managing Member’s discretion, one or two Vice CEOs nominated by the
CEO; (2) a Chief Financial Officer (CFO) and, at the Managing Member’s discretion, one or two
Vice CFOs nominated by the CFO; (3) a Chief CultureEducation Officer (CCO) and, at the
Managing Member’s discretion, one or two Vice CCOs nominated by the CCO; (4) a Chief
Operations Officer (COO) and, at the Managing Member’s discretion, one or two Vice COOs
nominated by the COO.
Each office in the Company may be occupied by an individual or by a husbandwife couple.
To the extent offices are occupied by husbandwife couples: (1) each office is comprised of two
officers; (2) each of the husband and the wife have all of the rights and responsibilities pertaining
to the office.
The CEO shall also have the title of President for convenience in dealing with government entities
and other third parties. The Managing Member shall appoint a clerk for the CEO who shall have
the title of Secretary.
The CEO and any Vice CEOs constitute an Executive Presidency: (1) oversees the daytoday
operations of the entire NewVista communit; (2) CEO clerk is an officer of the Company and shall
assist the Executive Presidency and shall be responsible to maintain the Company records.
The CFO and any Vice CFOs constitute a Financial Presidency: (1) responsible to maintain the
financial stability and health of the NewVista community, including sufficient resources to support
the NewVista community, a healthy portfolio of VistaBizzes, and demographically balanced
population of participants; (2) makes all determinations regarding the admission or expulsion of
participants; (3) has custody of all Company funds and other assets; (4) manages the relationship
with any financial institution; (5) oversees the functions of the Operations Presidency in relation to
all activities of Village Presidencies.
The CCO and any Vice CCOs constitute a CultureEducation Presidency: (1) oversees all primary,
secondary, and higher education in the NewVista community, as well as vocational training and
other forms of human enhancement; (2) responsible for promoting the mental, physical, and social
health of participants in the NewVista community; (3) oversees all activities of District
Presidencies; (4) final court of appeal for all intracommunity disputes that cannot be resolved at
the village level.
The COO and any Vice COOs constitute an Operations Presidency: (1) responsible for public
safety, adequacy of all utilities (water, power, waste management, communications, etc.) provided
in the NewVista community, optimal use of all assets in the NewVista community for the
prosperity of participants, and dispute resolution; (2) oversees all activities of Village Presidencies;
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(3) certifies to the accuracy and completeness of the Company’s financial records at least once per
year, based on an audit or review completed by his/her clerk(s).
The Executive Presidency, with approval of the Managing Member, shall divide the NewVista
community into up to 24 districts. The CultureEducation Presidency shall appoint a District
President for each district and may appoint one or two District Vice Presidents for each district
who are nominated by the District President. The positions may be comprised of a husbandand
wife couple: (1) assists participants in using work placement services, educational services, and
opportunities for recreation; (2) advisor and advocate for the best interests of participants in
conjunction with the foregoing; (3) manages the use of the multipurpose building assigned to its
district.
The Executive Presidency, with approval of the Managing Member, shall divide each district into
up to four villages. The Operations Presidency shall appoint a Village President for each village
after consultation with the CultureEducation Presidency and may appoint one or two Village Vice
Presidents for each village who are nominated by the Village President. The positions may be
comprised of husbandwife couples: (1) advocate for the best interests of participants in the village
in relation to the optimal use of assets in the NewVista community for the prosperity of
participants; (2) manages the use of all buildings within the village for the benefit of participants;
(3) responsible for the acquisition of adequate food production and utilities to meet the needs of
participants in the village; (4) arbitrates disputes arising within the village or involving participants
who live or work within the village.
The Village Presidency may appoint house captains within the village: (1) oversee activities in
living units and assist Village Presidencies in all of their functions; (2) not considered officers of
the Company.
An officer shall be a natural person at least 25 years of age, of good moral character, and not
incapacitated. A person may not be an officer and simultaneously serve as a trustee.
An officer serves at the pleasure of the Managing Member with no fixed term of service.
Officers shall be entitled to reasonable compensation for services rendered to the Company.
Each member of the Executive Presidency, Financial Presidency, CultureEducation Presidency,
and Operations Presidency, and each Village president and District president shall be assisted in all
of his or her duties by a clerk of the same gender. A clerk shall be a natural person at least 25
years of age, of good moral character, and not incapacitated.
Section 5 – Meetings of Officers
Officers may act individually without the need for a meeting or approval of other officers. If an
office is held by a husbandwife couple, either the husband or the wife may signify approval of any
action that requires approval of the office.
A meeting of the officers and clerks of the NewVista community (including the officers and clerks
of the Company) shall be held on the third Monday in January, April, July, and October at 10:00
a.m. Male officers shall meet together with their clerks and female officers shall meet together
separately with their clerks.
Officers shall meet periodically as necessary to carry out their responsibilities at such times as they
may determine.
Except for approving specific actions such as the appointment of officers and clerks, no vote of a
group of officers is required for any action to be taken by officers in the Company. In any meeting,
officers may take collective action only in the form of a nonbinding resolution.
At each meeting of officers, a clerk may be selected to keep notes and prepare resolutions or action
items as directed by the officers participating in the meeting.
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Section 6 – Miscellaneous
The Company shall maintain appropriate accounting records and other records.
These Bylaws may be amended by a unanimous vote of the Managing Member’s Board of
Trustees.
WORKABILITY
[To be completed]
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