PD-BOD-0005 Licensing and Legal Committee

PD-BOD-0005

1. Per the Bylaws, this committee is Chaired by the President of the Board, and shall consist of the Executive Vice-President, the Treasurer, the Secretary, and the Chief Legal Officer. This committee shall be charged with the handling of all licensing and legal issues referred by the Board of Directors.

2. The Chair shall lead the committee in performing its duties and responsibilities, including, if present, presiding at all meetings of the committee, and shall perform all other duties incident to the office or properly required by the Board of Directors.

3. The committee shall elect a Vice-Chair and Secretary.

a. If the Chair is absent or unable to act, the Vice-Chair shall assume the Chair's duties.

b. The Secretary shall record the minutes of all meetings and submit a copy to the Board Secretary and is responsible for all formal communication to and from the committee.

4. Manner of Acting:

a. Quorum. A majority of the committee members in office immediately before a meeting shall constitute a quorum for the transaction of business at that meeting. No business shall be considered by the committee at any meeting at which a quorum is not present.

b. Majority Vote. Except as otherwise required, the act of the majority of the committee members present at a meeting at which a quorum is present shall be the act of the committee.

c. Participation. Except as required otherwise, the committee may participate in a regular or special meeting through the use of any means of communication by which all committee members participating may simultaneously hear each other during the meeting, including in person, internet video meeting, or by telephonic conference call.

d. Informal Action. Any action required or permitted to be taken by the Licensing and Legal Committee at a meeting may be taken without a meeting if consent in writing, setting forth the action so taken, shall be agreed by the consensus of a quorum. For the purposes of this section an electronic transmission from an agreed upon platform constitutes a valid writing.

e. Schedule. The committee shall meet on a day and time of their choosing within and as directed by the Board of Directors.

f. Notification of Meeting: The chair shall communicate the time and date of the meeting in accordance with all requirements of Delaware law.

g. Special Meetings: Special meetings may be requested by a majority of the committee’s voting members. A special meeting is convened specifically to discuss and possibly take action on topics of urgency and/or importance and shall not be convened for any other purpose. Official notice of the meeting must be sent to all committee members 24 hours before the meeting begins.

h. Alternatively, the committee may choose to conduct its business in a non-linear fashion by using an agreed upon online platform. In these cases, the committee will submit a report of their activities in lieu of a set of meeting minutes.

5. The duties of the Licensing & Legal Committee are:

a. Shall review, advise, and make recommendations to the Board of Directors on all matters of licensing and legal issues.

b. Shall annually review all licensing and legal documents to maintain organizational compliance and make any recommendations to the Board of Directors for those changes necessary to maintain compliance.

c. Work with the Treasurer annually to review compliance of all organizational actions with IRS and State of Delaware corporate laws and regulations, and royalty agreements.

d. Work with the Bureau of Supply to create, review, and revise all licensing and production agreements for store merchandise.

Record of Changes

Amendments may, from time to time, be proposed to, or by, the Board of Directors. Any amendments will be considered and voted on as necessary. All amendments that have been passed will be noted below.

Effective Date	Subject	Proposed By
	Initial Approval	Board of Directors
01 December 2024	Changed to the correct format, updated 4d, added 4g and 4h	Bylaws and Governance