Articles of Incorporation revised and approved: Merdi, Day 82 of Spring, Year 555 ( 8/14/04)

By-laws revised and approved: Merdi, Day 20 of Summer Year 555 (8/21/04)

Article 1: Be it declared that on Soldi, Day 57 of Winter, Year 555 (July 17, 2004), a public service organization, hereafter known as the University of Puddleby is formed under and by virtue of the laws of this fair village known as Puddleby.

Article 2: The mission of the University of Puddleby shall be to meet the changing educational needs of exiles and to promote the ideal that all exiles can learn from each other and pass on information for the benefit of all.

Article 3: The University of Puddleby shall be governed by a Board of Directors. The initial number of Directors shall be five. The number of Directors may be increased or decreased in accordance with the Bylaws of the Board of Directors. The founding members of the Board of Directors, who shall serve until their successors are elected and qualify, are as follows:

Harper

Maeght

Connie Crete

Paranoidos

Article 4: The Board of Directors shall adopt bylaws which shall provide for the number, qualification, election, classification, terms of office, powers and duties of the Board of Directors and for such committees as may be determined to be necessary or desirable; and other matters related to the governance of the University.

Article 5: The University of Puddleby is not organized for profit. The members of the Board of Directors shall serve without compensation for their services as Directors.

Article 6: If the University is ended for any reason, the Board of Directors shall dispose of all of the net assets of the University exclusively to organizations or causes which are organized for public service oriented purposes.

Article 7: It is intended that the University of Puddleby shall be a permanent public service organization.

1. Mission: The mission of the University of Puddleby shall be to meet the changing educational needs of exiles and to promote the ideal that all exiles can learn from each other and pass on information for the benefit of all.

2. Board of Directors:

a) The business and affairs of the University of Puddleby shall be governed by a Board of Directors which shall be composed of five residents of Puddleby.

b) The membership of the Board shall consist of the Dean, the Associate Dean, 2 At-Large members, 1 Faculty Representative, and 1 Student Representative. All members except the Associate Dean shall be voting members. The Associate Dean shall be a non-voting Board member.

c) Each Director shall hold office for a term of one academic year or until a successor is duly elected. The initial Board members shall be divided into two groups with two of the members serving for an initial term of one (1) academic year and the other three members serving an initial term of one and one-half (1 1/2) academic years. No Board member shall serve more than two (2) consecutive full terms on the Board of Directors. Persons serving an initial term of less than one (1) year may serve for two (2) additional full terms. The founding Board members may also serve for two (2) additional full terms beyond their period of service prior to the first regularly scheduled election. After serving the maximum time allowed, a person may again serve after being off of the Board of Directors for one academic year.

d) Any Director who is appointed to the position of Dean during their period of service on the Board or during the one academic year period of ineligibility, may nonetheless continue to serve on the Board for as long as they remain in that position. In such cases where their appointment as Dean results in service as a Director beyond two full terms, after their tenure as Dean concludes, that person will be ineligible for service on the Board again for a period of one academic year.

e) Although a given person serving on the Board may control multiple clanlord characters, no specific person is allowed to have multiple characters which they control serving on the Board of Directors at the same time, nor allowed to use a different character to circumvent the required one academic year period of ineligibility once they leave the Board.

f) Positions of the Board of Directors shall be filled as follows:

i. The Dean shall be elected by the Board of Directors; the current Dean will not be permitted to vote in the election of the Dean unless s/he is not again a candidate for the position.

ii. The At-Large Board members shall be elected by the Board of Directors.

iii. The Faculty Representative shall be elected by the Faculty of the University of Puddleby. The Faculty shall be defined as all currently appointed faculty members and Emeritus Faculty members. Members of the Faculty controlling multiple characters who are on the Faculty may only vote once with the character of his/her choice in this election process. At its discretion, the Board of the Directors may itself elect or determine an alternative method of selecting the Faculty Representative to the initial Board of Directors given that the Faculty will not be officially constituted until the semester the University opens.

iv. The Student Representative shall be elected by the Student Body of the University of Puddleby. For purposes of this election, the Student Body shall be defined as all persons who have enrolled for at least one regular course at the University of Puddleby (excluding any free course offered by the University) during the current and/or the last semester.

Members of the Student Body controlling multiple characters may only vote once with the character of his/her choice in this election process. At its discretion, the Board of the Directors may elect or determine an alternative method of selecting the Student Representative to the initial Board of Directors given that no such Student Body as defined above will exist until the semester the University opens.

v. Any Director position which becomes vacant due to expulsion or resignation of a Board member shall be filled by election by the Board of Directors. This replacement Board member shall serve until the next scheduled election.

g) Elections to fill At-large Board member positions which will be vacated shall be held in a meeting of the Board no earlier than one week preceding the end of each semester and at the latest shall occur prior to the Semester meeting. The election process to fill either Student Representative positions or Faculty Representative positions on the Board shall be coordinated with and completed by the time of this meeting of the Board so that the full slate of newly constituted Board members can be announced and a transition of power be made at the Semester meeting which is held at the beginning of each academic semester.

h) The newly constituted Board will elect the Dean in the Semester meeting, if a vacancy exists in that position.

i) All elections of At-large Board members or the Dean must occur in a scheduled Board meeting in which a quorum of members is present. A quorum is defined as a simple majority of the Board members then serving, present in person.

j) The election of the Faculty Representative position or Student Representative position shall be through an election process determined by the Board Development Committee (see bylaw 7(a). In all cases, the method of election of the Student Representative and Faculty representative utilized must allow for reasonable attempts to notify the Student Body or Faculty of the election process.

k) Removal: During the course of any meeting at which there is a quorum, a Director may be removed with or without cause, as determined by an affirmative vote equal to a simple majority of the persons serving on the Board of Directors at the time the vote is held. Except under extraordinary circumstances, all members of the Board will be given advanced notice that there will be a motion to remove a member made at a given meeting. Substantial cause shall include failure to participate in the activities of the Board of Directors as evidenced by the failure to attend at least three (3) consecutive meetings of the Board of Directors.

l) Resignation: A Director may resign only by notifying the Chair of the Board of Directors, or the Vice-Chairman, if the resigning Director is the Chair.

3. Elected Officers of the Board of Directors

a) The officers of the Board shall consist of the Chairperson, Vice-Chairperson, Secretary and Treasurer. The officers shall be elected by the Board of Directors, from among the members of the Board, at the first meeting of the Directors following the Semester meeting. Any vacancy occurring in any office shall be filled by the Board of Directors, and any Director so elected shall fulfill the term of his/her predecessor.

i. The Chairperson shall preside at and conduct all meetings of the Board of Directors. The Chairperson shall make all contracts and agreements in the name of the University after they have been approved by the Board, serve as the representative of the University in meetings and discussions with other organizations and agencies, and perform all duties which are ordinarily the function of the office, or which are assigned by the Board. In order to assure the efficient administration of these duties, the Chairperson may delegate such responsibilities to other duly elected Board members.

ii. The Vice-Chairperson shall perform the duties of the Chairperson if the Chairperson is unable to do so or is absent; and perform such tasks as may be assigned by the Board.

iii. The Secretary shall keep accurate records and minutes of all meetings of the Board; make copies of and distribute such minutes of the previous meeting in advance of the next meeting; maintain a current listing of contact information of the Board of Directors; deliver notification of meetings to those persons entitled to vote at such meeting.

iv. The Treasurer shall oversee the management of the funds of the University of Puddleby. The Board at discretion may authorize the Treasurer to provide the Chairperson of the Board and/or the Dean with information necessary for making deposits to and withdrawals from the University's bank account and making payments for expenditures approved by the Board; the Treasurer will provide the Board with an accounting of the financial state of the University on a periodic basis.

v. Other officers appointed by the Board shall perform such duties as may be specified by the Board or by officers given authority over them.

4. Board Meetings

a) Semester Meeting: The University shall have a Semester meeting which shall occur within one week of the beginning of each semester (Autumn and Spring) and be held at a date and time determined by the Board of Directors. At each semester newly elected Board members official begin their term of office. Also, if a vacancy in the Dean position exists, the Board elects a Dean at this time. This Semester meeting is open to the public and the meeting shall allow a period of time for public questions and comment.

b) Regular Board Meetings: Regular meetings of the Board shall be held at least twice per academic semester (in addition to the Semester meeting) and may be scheduled more often by the Chairperson of the Board. At least one regular meeting will be held within one week prior to the next Semester meeting in order to conduct the election of new At-Large Board members who will serve on the newly constituted Board in the next semester. Regular meetings of the Board are closed unless the Board votes to open the meeting to the public or some other constituencies such as the Faculty, Student Body, or some subgroup of these constituencies.

c) Special meetings of the Board shall be held at any time and at any place when called by the Chairperson or by at least three Directors. Business transacted at special meetings shall be confined to the purposes of the meeting stated in the notice of the meeting.

d) Notice of meetings: Notice of regular meetings shall be given in the regular meetings themselves and recorded in the minutes of such meetings which shall be distributed to the Directors. Notice of Semester meetings will be given to Board members through minutes and the general public will be notified by means of mass media (such as Koppi, forums, or websites). Notice of special meetings shall be made to Board members by email and state that it is a special meeting being called, and must be given 48 hours prior to the meeting. Failure of notice shall not invalidate the meeting or any action taken at the meeting.

e) At meetings of the Board of Directors, a quorum shall consist of fifty percent (50%) of the Directors serving, present in person.

f) Voting: Except as otherwise provided in these bylaws, decisions of the Board of Directors shall be by vote of a majority of those present and voting. Each Director shall have one vote. Members of the Board may vote only in person; there shall be no proxy voting.

h) Action without Meeting. Any action which may be properly taken by the Board of Directors assembled in a meeting may also be taken without a meeting, if consent via email is given by all Directors entitled to vote with respect to an action. Such consent shall have the same force as a vote of the Directors assembled; in such cases that action is taken without meeting, the actions shall be reviewed in the next regularly scheduled meeting and included in that meetings minutes.

5. Powers of the Board of Directors

The Board of Directors reserves for itself the following powers:

6. Committees of the Board of Directors

The Board of Directors may create committees with such powers as it deems wise they should have. The Chairperson of the Board of Directors will appoint persons to chair and serve on such committees, including persons who are not Directors. All appointments must be approved by the Board either prior to the appointment or be ratified at the next Board meeting. All such committees shall have at least one Director on it; this Director shall report to the Board on the progress of the committee. All decisions of such committees make have the status of recommendations to the Board and must be approved by the Board before action is taken on behalf of the University.

a) Board Development Committee. The Board Development Committee members shall be appointed by the Chairperson of the Board of Directors and approved by the Board of Directors. The Board Development Committee shall be responsible for recruiting and nominating persons to serve as At-large members of the Board of Directors and also for recruiting appropriate candidates to serve in the position of the Dean ; this committee will also establish the criteria and procedures for the recruitment, nomination and election of the Faculty representative and Student representatives to the Board of Directors.

b) Standing Committees. The Chairperson of the Board of Directors may establish such standing commitees as the Chairperson determines are appropriate for the conduct of the business of the corporation.

c) Special Committees. The Chairperson of the Board of Directors or the Board of Directors may establish such special committees as they shall determine are necessary for the functioning of the University. Each committee shall be given a specific charge and term. The members of special committees established by the Board of Directors shall be named by the Board of Directors. The members of the special committees established by the Chairperson of the Board of Directors shall be named by the Chairperson.

7. Appointment of Officers and Staff of the University of Puddleby

a) The Board of Directors is responsible for the appointment of the Dean of the University of Puddleby. Once appointed, the Dean becomes a voting member of the Board of Directors and serves as the Chief Executive Officer of the University of Puddleby. The term of appointment of the Dean shall be for one academic year and may be renewed by the Board of Directors for one additional academic year at which time the Dean must vacate the position as Dean and as a Board member as indicated in bylaw 2(d). The Dean may be terminated at any time by a majority vote of the Board of Directors in which case his or her position on the Board of Directors terminates. In the event that there is a motion by a Director to vote to terminate the Dean, the Dean may no longer participate in the meeting until such time that the a vote is taken or the motion is withdrawn.

b) In the case the Dean's position becomes vacant for any reason during the academic year, the Board may appoint an Acting Dean. In cases where a person is appointed as Acting Dean to fill a term less than a full academic year, that person remains eligible for appointment for two additional full academic year terms.

c) When the position of Dean must be vacated due to term limitations, if the Board is unable to appoint an appropriate replacement for the person serving as Dean , the Board may either appoint an Acting Dean or ask the person currently serving as Dean to continue in service until a suitable replacement is found.

d) If the Dean is appointed from among existing Directors, or from Directors who are either vacating or who have vacated their position on the Board due to term limitations provisions, and and thus would be subject to a period of ineligibility, then the provisions of bylaw 2(d) shall apply.

8. The Powers and Responsibilities of the Dean

a) The Dean shall have the power to recruit and appoint the faculty and other staff members of the University. Such appointments are subject to the approval of the Board. Such positions may include but are not limited to:

i. Assistant officers:

Assistant Dean

Registrar

Business Manager

Director of Fundraising

Director of Public Relations

Director of Hospitality

Director of Logistics and Operations

ii Directors of Academic Programs:

Director of the Department of General Studies

Director of the Department of Healing Studies

Director of the Department of Fighter Studies

Director of the Department of Mystical Studies

Director of the New Exile Program

Director of Research

Director of Expeditions

iii. Faculty and Emeritus Faculty

iv. The University Historian

b) The Dean shall have the power to establish the policies of the University of Puddleby. Such policies need approval of the Board of Directors prior to implementation.

c) The Dean may make the initial appointment of a given faculty member without seeking approval of the Board of Directors. However, the Dean must receive the approval of the Board for the reappointment of faculty members.

d) The Dean shall be responsible for recommending curriculum, recruiting teachers, scheduling classes, advertising classes, and ensuring that teachers and students are adequately supported for lectures and field trips. The Dean shall post notices on the University of Puddleby web site, on Koppi, in the Sentinel, TMN, Winds of Dawn and sunstone to make classes accessible to as many exiles as possible. The Dean may delegate his/her powers to other staff members of the University of Puddleby.

9. Grievance policy

a) There will be a 3 month (OOC) statute of limitations on filing a grievance with the time beginning at the occurrence of the first event generating such grievance.

b) All grievances among students, between students and faculty, and between students/faculty/other parties and the University of Puddleby shall first be brought to the attention of the Dean. The Dean will attempt to resolve such grievances informally.

c) If such grievances are not able to be resolved informally to the satisfaction of the parties, then the Dean may request that both the grievance and defense to the grievance shall be submitted in writing. The aggrieved party must submit his/her grievance to the Dean in writing within 2 weeks (OOC) following such request by the Dean. The defendant will be provided with relevant information pertaining to the grievance and in turn shall be then be given 1 month (OOC) to respond in writing to the Dean. If the aggrieved party fails to file a grievance formally in writing within the 2 week (OOC) time frame, his/her right to file a grievance will be forfeited. If the defendant to a grievance fails to provide a written defense within the 1 month (OOC) time frame following notification by the Dean, then the Dean may make at his/her discretion make a decision without the defendant's response.

d) Although the Dean will in general attempt to keep the grievance process as private as possible, the filing of a grievance is a public act, therefore, the Dean at his/her discretion may speak or correspond with the aggrieved party, the defendant, or other relevant parties who may have information about the grievance. The Dean may also make rulings regarding a grievance public if it is deemed in to be in the best interest of the University to do so.

e) Following the formal ruling by the Dean, either the aggrieved party or the defendant may appeal the ruling. Such appeal must be made to the Board of Directors within 2 weeks (OOC) following the Dean's ruling or the right to appeal will be forfeited. The Board will review all materials originally submitted to the Dean or gathered during the original grievance process. No new information by either the aggrieved party or the defendant may be submitted. The Dean will not be present for the deliberations of the Board of Directors related to the appeal, but the Dean may be asked to provide information to the Board of Director during the review process preceding the deliberation of the Directors. The Board will generally issue its decision within 1 month (OOC) following the date an appeal is made. The Board's ruling shall be final.

f) All grievances against the Dean by students, faculty, or other parties (excluding the Board of Directors) shall be resolved exclusively by the Board of Directors by a process similar to that outlined in 10b-10d. The Dean shall not function as a Board member during the grievance process. The Board's ruling will be final.

Paranoidos

Chairman, Board of Directors