Bylaws

BYLAWS OF MINNESOTA NEIGHBORHOODS ORGANIZING FOR CHANGE, INC

 As Adopted December 5, 2009

 Last Amended: January 2, 2010

 ARTICLE I

 NAME AND PURPOSES "NAME AND PURPOSES"

 Section 1.01Name:  The name of the organization is Minnesota Neighborhoods Organizing for Change, Inc. (hereinafter, the “Corporation”).  

 Section 1.02Purpose:

 The Corporation is organized for the purpose of promoting social welfare within the meaning of section 501(c)(4) of the Internal Revenue Code, including but not limited to:  putting into action the good will of those who live and work in the State of Minnesota; to assist public and private organizations and agencies which seek to promote social and economic justice and the welfare of the State of Minnesota and its people; and to encourage, promote and implement social justice projects which will benefit the members of this organization, and the people of the State of Minnesota.

This corporation is not organized for profit, and no part of the net earnings of this corporation shall inure to the benefit of any member of the Board of Directors or any other individual except that this corporation may make payments of reasonable compensation for services rendered.

The corporation shall not participate or intervene in any political campaign on behalf of, or in opposition to, any candidate for public office to an extent that would disqualify it from tax exemption under section 501 (c)(4) of the Internal Revenue Code.  The corporation shall never be operated for the primary purpose of carrying on a trade or business for profit.

Notwithstanding any provision of these Bylaws, this corporation shall not carry on any activities not permitted to be carried on by an organization exempt from federal income tax under section 501(c)(4) of the Internal Revenue Code of 1986 (or the corresponding provision of any future United States internal revenue law).

 ARTICLE II

 AUTHORITY AND DUTIES OF DIRECTORS "AUTHORITY AND DUTIES OF DIRECTORS"

 Section 2.01Authority of Directors:  The Board of Directors ("the Board") is the policy-making body and may exercise all the powers and authority granted to the Corporation by law.  The Board shall oversee the Corporation's operations. It shall establish such rules, regulations and policies as may be necessary to assure the orderly conduct of the affairs of the organization, provided that the Board shall take no action inconsistent with the corporation’s purposes and the limitations stated in the Articles of Incorporation.

 Section 2.02Number of Directors:  The initial Board shall be the incorporators. Within 90 days of incorporation and at all times thereafter, the Board shall consist of no fewer than 5 Directors. The number of Directors may be increased or decreased from time to time by Board resolution or amendment to these bylaws; however, a change in the number of directors shall not remove a Director from his or her position as a Director prior to the expiration of his or her term of office.

Section 2.03Representation:  All local community chapters shall be affiliated and coordinated on a statewide basis. Such affiliation and coordination shall be accomplished through the Board, which will be composed of chairs or duly authorized representatives from each affiliated local chapter in the state. Each local chapter represented on the Board shall have one vote on all issues.

Section 2.04Election and Term of Directors:  The first Board of Directors of the Corporation shall consist of those persons named in the Articles of Incorporation.  The Board of Directors may add additional temporary Directors to the Board by resolution.  The terms of any member of the Board of Directors added prior to June 1st, 2010 shall end on June 1st, 2010.  Thereafter, prior each Annual Meeting of the Board of Directors, each local chapter shall elect its Director, each Director to hold office for a term of one year and until his or her successor has been elected and qualified.  there are no limitations on the number of terms a Director may serve.

Section 2.05Resignation and Removal:  Resignations are effective upon receipt by the Secretary (or receipt by the President or other officer if the Secretary is resigning) of written notification or a later date if provided ill the written notification. Directors may be removed at a meeting of a local chapter called for that purpose, with or without cause, by such vote as would suffice for the Director's election, or for cause by majority vote of the entire Board. If the Board removes a Director elected by a chapter, that chapter shall immediately thereafter be entitled to elect a new member to the Board.

Section 2.06Vacancies:  Vacancies existing by reason of resignation, death, incapacity, or removal before the expiration of a term may be filled by the Board until such time as the chapter has an election to replace the Director. A Director elected to fill a vacancy shall be a member of the same chapter of his or her predecessor in office.

Section 2.07Meetings: 

The Board shall hold at least (1) regular meeting annually, which shall be known as the Annual Meeting, and at least three (3) other regular in-person meetings, evenly spaced and with a majority of Directors attending, per calendar year. Boards shall have a telephone meeting during the months when in person meetings do not occur.  Special meetings may be called by any two (2) Directors with telephone or written notice, including notice by electronic mail.  All meetings shall be proceeded by at least one week’s notice; the notice of any meeting shall state the date, time, and place of such meeting.

If a Director fails to attend three consecutive meetings of the Board, the Board shall evaluate the Director's contribution to the work of the Corporation, his or her reasons for not attending the meetings, as well as any other relevant factors, and if it appears to be in the best interest of the Corporation, may declare the position vacant.

Section 2.08Waivers of Notice:  Whenever notice is required to be given to any Director under any provision of law, the Articles of Incorporation, or these Bylaws, a waiver in writing signed by the Director entitled to such notice, whether before or after the time stated therein, shall be the equivalent to the giving of such notice.  The presence of any Director at a meeting, in person or by conference telephone, without objection to the lack of notice of the meeting, shall also waive notice by such Director.

Section 2.08Quorum and Voting:  Unless a greater proportion is required by law, a quorum shall consist of a majority  of the total number of Board members in office.  All decisions will be by majority vote of those present at a meeting at which a quorum is present.

Section 2.09Action Without a Meeting:  Any action required or permitted to be taken at a meeting of the Board (including amendment of these Bylaws or the Articles of Incorporation) or of any committee may be taken without a meeting if all the members of the Board or committee consent in writing to taking the action without a meeting and to approving the specific action.  Such consents shall have the same force and effect as a unanimous vote of the Board or of the committee as the case may be.

Section 2.10Participation in Meeting by Conference Telephone:  Any or all members of the Board may participate in a meeting by conference telephone or similar communications equipment, so long as members participating in such meeting can hear one another, and such participation shall constitute presence in person at the meeting.

Section 2.11Compensation of Directors:  Directors shall not be compensated for serving on the Board, but the Corporation may reimburse Directors for documented reasonable expenses incurred in the performance of their duties to the Corporation.  In addition, Directors who also serve as employees of the Corporation may be compensated for their service as employees.  The voting members of the Board shall include no more than one (1) or 10% of its members who are directly compensated person(s), such as a paid staff member, or indirectly  compensated person(s), such as a spouse or family relation of a paid staff member.  A compensated person serving on the Board shall not serve as the Chair (if any) or Treasurer.

Section 2.12Board Training: Members, upon election to the Board of Directors, shall receive training on the mission and structure of the corporation, and on the procedures used by the board to make decisions.

ARTICLE III

COMMITTEEStc "COMMITTEES"

Section 3.01Composition:  The Board may designate committees and appoint committee members.  Committees shall consist of at least three (3) individuals.  Those committees which exercise the authority of the Board shall consist only of Directors.  An Executive Committee established under this paragraph, having and exercising the full power of the Board, must consist of a minimum of five (5) Directors.

Section 3.02Procedures & Authority: The Board may make provisions for appointment of the committee chair, establish procedures to govern its activities, and delegate authority as may be necessary or desirable for the efficient management of the property, affairs, business, and/or activities of the Corporation.

Section 3.03Non-Delegation of Fiduciary Duty:  The designation and appointment of any such committee and the delegation thereto of authority shall not operate to relieve the Board of Directors or any individual Director of any responsibility imposed upon it or him or her by law. 

ARTICLE IV

MEMBERS "MEMBERS:

Section 4.01Members:  Membership shall be open to all persons who share the goals of the Corporation and who contribute to the Corporation through the payment of dues or volunteer effort.  Members shall be divided into the following categories: Full Members, Associate Members, Provisional Members, and Organizational Members.

Full Members: Full Members shall be those individuals who are members in good standing of local community chapters, or affiliated community organizations, who pay statewide dues as established by the Board, participate in at least one action or meeting per year, and comply with such other conditions of membership as may be established by the Corporation. Such members shall have the right to vote on corporate matters in their local chapter, serve on a local or state board, and may receive information, technical assistance, and such other benefits as may be made available to the membership of the Corporation.

Associate Members: A individual may become an Associate Member by i) signing an appropriate membership card: and ii) paying dues at a rate set by the Board that are less than the amount of Full Membership. Associate Members shall have the right to vote on prioritization of issues of importance to them through an annual poll which will be presented to and shall be acted upon by the Board of Directors.  Associate Members shall have no other voting rights.

Provisional Members: Provisional Membership may be extended to individuals by either a local chapter or the Board of Directors to people wanting to explore fuller participation in the Corporation.  Provisional Membership may extend for up to one year.  Provisional Members shall have the right to vote on prioritization of issues of importance to them through an annual poll which will be presented to and shall be acted upon by the Board of Directors.  Provisional Members shall have no other voting rights.

Organizational Membership - The Corporation may enter into agreements with other organizations for Organizational Membership. The other organization shall pay dues for its members at rates established by the Board and shall provide the Corporation with a list of individuals on whose behalf it is paying those dues. Those members of the Organizational Members shall be Full Members of the Corporation so long as the Organizational Member maintains their dues in good standing.

Section 4.02Dues and Membership Term:  The Board of Directors shall adopt a comprehensive plan or schedule of membership dues that will produce revenues for the Corporation in a fair and equitable manner from each of the Members.  Such plan or schedule may be changed from time to time pursuant to a resolution of the Board of Directors to reflect the needs of the Corporation. Regular members may pay their dues on a monthly basis,  and annually affirm their desire to be members.

Section 4.03Annual Meeting:  An Annual Meeting of the members of each chapter shall be held for the election of Directors and the transaction of other business as may properly come before the members on a date determined by the Board. A statewide membership meeting may be called at the discretion of the Board.

Section 4.04Special or Periodic Local Chapter Meetings:  Special meetings, or regular periodic meetings  of a local chapter may be called by the President, the Secretary, or the Board or by the local chapters pursuant to their bylaws.  Special meetings may also be convened by members entitled to cast one twentieth of the total number of votes entitled to be cast at such meeting.

Section 4.05Place and Time of Meetings:  Meetings of members may be held at such place and at such hour as may be fixed in the notice of the meeting.

Section 4.06Notice of Annual and Special Meetings:  Written or printed notice stating the place, day, and hour of the meeting and, in the case of a special meeting, the purpose or purposes for which the meeting is called, shall be delivered not less than seven (7) nor more than thirty (30) days before the date of the meeting, either personally or by mail, by or at the direction of the President, the Secretary, or the officers or persons calling the meeting, to each member entitled to vote at such meeting. If mailed, notice shall be deemed to be delivered when deposited in the United States mail, postage prepaid, addressed to the member at his/her address as it appears in the records of the Corporation.

Section 4.07Waivers of Notice:  Whenever notice is required to be given to any member under any provision of law, the Articles of Incorporation, or these Bylaws, a waiver in writing signed by the member entitled to such notice, whether before or after the time stated therein, shall be the equivalent to the giving of such notice.  The presence of any member at a meeting, in person, by conference telephone, or by proxy, without objection to the lack of notice of the meeting, shall also waive notice by such member.

Section 4.08Quorum:  Members having at least 10% of the votes entitled to be cast represented in person shall constitute a quorum at a meeting of members for the  transaction of any business. The members present at a duly organized meeting may continue to do business until adjournment, notwithstanding the withdrawal of enough members to leave less than a quorum. If a meeting cannot be organized because the quorum requirement has not been met, those present may adjourn the meeting until a subsequent meeting at which quorum is present, when any business may be transacted that may have been transacted at the meeting as originally called.

Section 4.09Vote:  Each member shall have one (1) vote. Whenever any corporate action is to be taken by vote of the members, it shall, except as otherwise required by law or by the Articles of Incorporation, be authorized by a majority of the votes cast at a meeting of members by the members entitled to vote thereon.

Section 4.10Presiding Officer and Secretary:  At any meeting of the members, if neither the Chair of the Board, if any, nor President, nor a Vice-President, nor a person designated by the Board to preside at the meting shall be present, the members present shall  appoint a presiding officer for the meeting.  If neither the Secretary nor an Assistant Secretary is present, the appointee of the person presiding at the meeting shall act as secretary of the meeting.

Section 4.11Action Without a Meeting:  Any action required by law needs to be taken at a meeting of the members of the Corporation such action may be taken without a meeting if a consent in writing, setting forth the action so taken, is signed by all of the members entitled to vote with respect to the subject matter thereof.  Such consent shall have the same force and effect as a unanimous vote and may be stated as such in any document filed by the Corporation

Section 4.12New Neighborhood Chapters:  Members who form an active neighborhood chapter are entitled to select a representative from their chapter to serve as a director on the Board of Directors.  New chapters wishing to gain a seat on the board shall notify the board in writing, and the board will vote on whether or not to affirm the chapter’s viability and extend a seat on the board at the first meeting after that notification is received.

ARTICLE V

AUTHORITY AND DUTIES OF OFFICERS, AGENTS, AND EMPLOYEES "AUTHORITY AND DUTIES OF OFFICERS, AGENTS, AND EMPLOYEES"

Section 5.01Officers:  The officers of the Corporation shall be a President, a Vice President, a Secretary, a Treasurer, and such other officers as the Board may designate.  Two (2) or more offices may be held by the same person, except the offices of Secretary and President.

Section 5.02Election of Officers;  Terms of Office:  The President, the Vice President, the Secretary, and the Treasurer and other officers,,  shall serve 1-year terms, and shall be elected by the Board at its Annual Meeting in each year.  The terms of office shall expire at the next succeeding Annual Meeting and shall be filled by the Board, at a meeting or by action in writing pursuant to Section 2.09 for a term expiring at the next succeeding Annual Meeting.  Officers shall be eligible for reelection.

Section 5.03Powers and Duties of Officers:  Subject to the control of the Board of Directors, all officers shall have such authority and shall perform such duties as may be provided in these Bylaws or by resolution of the Board.

President:  The President shall preside at all meetings of the Board of Directors, shall perform all duties customary to that office, and shall supervise and control all of the affairs of the Corporation in accordance with the policies and directives approved by the Board of Directors.

Vice President:  In the absence of the President or in the event of the President's inability or refusal to act, the Vice President shall perform the duties of the President and shall have all of the powers of and be subject to all restrictions upon the President.  The Vice President shall perform such other duties and have such other powers as the Board of Directors may from time to time prescribe by resolution or as the President may from time to time provide, subject to the powers and supervision of the Board of Directors.

Secretary:  The Secretary shall be responsible for the keeping of an accurate record of the proceedings of all meetings of the Board of Directors, shall give or cause to be given all notices in accordance with these Bylaws or as required by law, and in general shall perform all duties customary to the office of Secretary.  The Secretary shall have custody of the corporate seal of the Corporation, if any; and the Secretary shall have the authority to affix the same to any instruments requiring it; and when so affixed, it may be attested to by his or her signature.  The Board of Directors may give general authority to any officer to affix the seal of the Corporation, if any, and to attest the affixing by his or her signature.

Treasurer:  The Treasurer shall be responsible for all funds and securities of the Corporation.  He or she shall keep or cause to be kept complete and accurate accounts of receipts and disbursements of the Corporation and shall deposit all monies and other valuable property of the Corporation in the name and to the credit of the Corporation in such banks or depositories as the Board of Directors may designate.  Whenever required by the Board of Directors, the Treasurer shall render a statement of accounts.  He or she shall at all reasonable times exhibit the books and accounts to any officer or Director of the Corporation and shall perform all other duties incident to the office of Treasurer, subject to the supervision of the Board.  The Treasurer shall, if required by the Board of Directors, give such bond or security for the faithful performance of his or her duties as the Board may require, for which the Treasurer shall be reimbursed.

Section 5.04Resignation:  Resignations are effective upon receipt by the Secretary (or receipt by the President or other officer if the Secretary is resigning) of written notification or a later date if provided in the written notification.

Section 5.06Removal:  One or more officers may be removed by the Board at a meeting called for that purpose, with or without cause.

Section 5.07Vacancies:  Vacancies existing by reason of resignation, death, incapacity, or removal before the expiration of a term may be filled by the Board for the remainder of the unexpired term.

Section 5.08Executive Director:  The Board of Directors shall hire the  Executive Director of the Corporation.  Unless a contract, these bylaws, or a law provide otherwise, the Board may remove such Executive Director at any time with or without cause at a meeting called for that purpose.  The Executive Director shall have general and active management of the programs and affairs of the Corporation and shall see that all orders and resolutions of the Board are carried into effect.  The Executive Director shall perform such other duties and have such other authority and powers as the Board of Directors may from time to time prescribe.

ARTICLE VI

INDEMNIFICATION "INDEMNIFICATION"

Section 6.01Definitions:

"Matter" shall mean any actual or threatened civil, criminal, or administrative action, arbitration proceeding, claim, suit, proceeding, or appeals therefrom, or any criminal, administrative, or congressional (or other body's) investigation, hearing, or other proceeding.

"Eligible Person" shall mean any person who at any time was or is a Director, a member of any committee or subcommittee, an officer, an agent, an employee, or a volunteer of the Corporation.

Section 6.02Right to Indemnification:  Any Eligible Person made a party to or respondent ill a Matter by reason of his or her position with or service to the Corporation shall, to the fullest extent permitted by law, be indemnified by the Corporation against all liabilities and all expenses reasonably incurred by him or her arising out of or in connection with such Matter, except in relation to Matters as to which (i) the Eligible Person failed to act in good faith and for a purpose which he or she reasonably believed to be in the best interests of the Corporation, (ii) in the case of a criminal Matter, the person had reasonable cause to believe that his or her conduct was unlawful, or (iii) the person shall be adjudged to be liable for misconduct or negligence in the performance of a duty.

Section 6.03Limitation on Right of Indemnification:  Except where an Eligible Person has been successful on the merits with respect to such Matter, any indemnification hereunder shall be made only after (i) the Board (acting by a quorum consisting of Directors who were not involved in such Matter) determines that the Eligible Person met the applicable indemnification standard set forth in Section 6.02 above; or (ii) in the absence of a quorum, a finding is rendered in a written opinion by independent legal counsel that the person or persons met the applicable indemnification standard set forth in paragraph Section 6.02 above.

Section 6.04Other Rights:  The right of indemnification provided hereunder shall not be deemed exclusive of any other right to which any person may be entitled in addition to the indemnification provided hereunder.  This indemnification shall in the case of the death of the person entitled to indemnification inure to the benefit of his or her heirs, executors or other lawful representative.

Section 6.05Interim Indemnification:  The Corporation shall, with respect to a Matter described in Section 6.02, advance attorneys fees as interim indemnification to any Eligible Person if the following conditions are satisfied:  (i)(a) the Board (acting by a quorum consisting of Directors who are not involved in such litigation) determines that the Eligible Person is likely to meet the applicable indemnification standard set forth in Section 6.02 above, or (b) in the absence of such a quorum, a finding is rendered in a written opinion by independent legal counsel that the Eligible Person is likely to meet the applicable indemnification standard set forth in Section 6.02 above; and (ii) the Eligible Person (a) requests i11terim indemnification, (b) agrees to repay the interim indemnification promptly upon a determination unfavorable to him or her under Section 6.03, a11d (c) deposits a bond or equivalent security.

Section 6.06Insurance:  The Board may authorize the purchase of and maintain insurance on behalf of any Eligible Person against any liability asserted against or incurred by him/her which arises out of such person's status in such capacity or out of acts taken in such capacity, whether or not the Corporation would have the power to indemnify the person against that liability under law.

ARTICLE VII

FINANCIAL ADMINISTRATION "FINANCIAL ADMINISTRATION"

Section 7.01Fiscal Year:  The fiscal year of the Corporation shall be January 1 to December 31 but may be changed by resolution of the Board.

Section 7.02Checks, Drafts, and Contracts:  The Board of Directors shall determine who shall be authorized from time to time on the Corporation's behalf to sign checks, drafts, or other orders for payment of money; to sign acceptances, notes, or other instruments of indebtedness; to enter into contracts; or to execute and deliver other documents and instruments.

Section 7.05Annual Financial Statements:  Complete financial statements prepared in conformity with generally accepted accounting principles (GAAP), accompanied by an audit report of an independent certified public accountant, shall be presented to and reviewed by the Board after the close of each fiscal year.  Financial statements shall include:  (i) significant categories of contributions and other income; (ii) expenses reported in categories corresponding to the description of major programs and activities contained in the Corporation's annual report, solicitations and other informational materials; (iii) a detailed schedule of expenses by natural classification (e.g., salaries, employee benefits, occupancy, postage, etc.), representing the natural expenses incurred for each major program and supporting activity; (iv) accurate presentation of all fund-raising and administrative costs; and (v) total costs and the basis for allocating any fund-raising or other expenses associated with multi-purpose activities (e.g., fund raising combined with social advocacy or public education campaigns).

ARTICLE VIII

CONFLICTS OF INTERESTtc "CONFLICTS OF INTEREST"

Section 8.01Purpose:  The purpose of the conflict of interest policy is to protect the Corporation's interest when it is contemplating entering into a transaction or arrangement that might benefit the private interest of an officer or director of the Corporation 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 Corporations.

Section 8.02Definitions: 

“Interested Person”:  Any Director, principal officer, or member of a committee with Board delegated powers who has a direct or indirect financial interest, as defined below, is an interested person.

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

An ownership or investment interest in any entity with which the Corporation has a transaction or arrangement;

A compensation arrangement with the Corporation or with any entity or individual with which the Corporation has a transaction or arrangement; or

Is considering an ownership or investment interest in, or compensation arrangement with, any entity or individual with which the Corporation is negotiating a transaction or arrangement.

“Compensation”:  Direct and indirect remuneration, including gifts or favors that are not insubstantial.

“Conflict of Interest”:  A conflict between the personal or financial interests and the official or professional responsibilities of a person in a position of trust; however, a financial interest is not necessarily a conflict of interest.  Under Section 8.03 (b), a person who has a financial interest may have a conflict of interest only if the appropriate Board or committee decides that a conflict of interest exists.

Section 8.03Procedures:

Duty to Disclose:  If an actual or possible conflict of interest arises, 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 considering the proposed transaction or arrangement.

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 or she shall leave the 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.

Procedures for Addressing the Conflict of Interest:

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

The Chair or President of the Board or committee shall, if appropriate, appoint a disinterested person or committee to investigate alternatives to the proposed transaction or arrangement.

After exercising due diligence, the Board or committee shall determine whether the Corporation 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.

If a more advantageous transaction or arrangement is not reasonably possible under circumstances not producing a conflict of interest, the Board or committee shall determine by a majority vote of the disinterested Directors or committee members whether the transaction or arrangement is in the Corporation'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.

Violations of the Conflicts of Interest Policy:

If the 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.

If, after hearing the member's response and after making further investigation as warranted by the circumstances, the 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.

Section 8.04Records of Proceedings:  The minutes of the Board and all committees with Board delegated powers shall contain:

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 Board's or committee's decision as to whether a conflict of interest in fact existed.

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.

Section 8.05Compensation:

A member of the Board who receives compensation, directly or indirectly, from the Corporation for services is precluded from voting on matters pertaining to his/her compensation.

A member of any committee whose jurisdiction includes compensation matters and who receives compensation, directly or indirectly, from the Corporation for services is precluded from voting on matters pertaining to his/her compensation.

Any member of the Board or any committee whose jurisdiction includes compensation matters and who receives compensation, directly or indirectly, from the Corporation, either individually or collectively, may provide information to any committee regarding compensation.

Section 8.06Annual Statements:  Each Director, principal officer and member of a committee with Board delegated powers shall annually sign a statement  which affirms such person:

Has received a copy of the conflicts of interest policy;

Has read and understands the policy;

Has agreed to comply with the policy; and

Understands that in order to maintain its federal tax exemption the Corporation must engage primarily in activities which accomplish one or more of its tax-exempt purposes.

Section 8.07 Periodic Reviews:  To ensure the Corporation avoids private inurement, impermissible private benefit, and excess benefit transactions, periodic reviews shall be conducted.  The periodic reviews shall, at a minimum, include the following subjects:

Whether compensation arrangements and benefits are reasonable, based on competent survey information; and

Whether partnerships, joint ventures, and arrangements with management Corporations conform to the Corporation'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.

Section 8.08Use of Outside Experts:  When conducting the periodic reviews as provided for in Section 8.07, the Corporation may, but need not, use outside advisors.  If outside experts are used, their use shall not relieve the Board of its responsibility for ensuring periodic reviews are conducted.

ARTICLE IX

RECORDS "RECORDS"

Section 9.01 Record-keeping:  The Secretary or his or her designee shall keep or cause to be kept adequate minutes of all Board or committee reflecting at a minimum the names of those in attendance, any resolutions passed and the outcomes of any votes taken.

Section 9.02Public Disclosure:  After receiving IRS recognition of its 501(c)(4) status, the Corporation shall keep available for public inspection at its principal place of business and any branch office copies of the Form 1024 (exemption application) as filed and any Form 990 (information tax return) filed within the past three years.  Names and identifying information of contributors shall be redacted from publicly available copies.  In addition, as required by the tax code and regulations, the Corporation shall either (i) make such materials widely available to the public, such as by posting on the Internet, or (ii) provide copies of the materials to any member  of the public making a request in person during normal business hours or in writing.  This public disclosure obligation shall be no broader than required by law and shall not apply, for example, if the Corporation is the target of a campaign of harassment.

Section 9.03Public Annual Reports:  An annually updated written account of the Corporation's purposes, structure, programs, and financial condition shall be published and made publicly available.  The annual report shall contain:  a description of the Corporation's purpose(s); descriptions of its overall programs, activities, and accomplishments; a statement of its eligibility to receive deductible contributions; information about the governing body and structure, including identification of officers, Directors, and chief administrative personnel; and the audited financial statements or, at a minimum, a comprehensive financial summary that reflects all revenue, reports expenses by program, management, and fund-raising categories, and reports year-end balances.

ARTICLE X

AMENDMENT OF BYLAWS "AMENDMENT OF BYLAWS"

Section 10.01Amendments:  These Bylaws may be amended by a majority vote of the entire Board, provided seven (7) days prior notice is given of the proposed amendment or provided all members of the Board waive such notice, or by unanimous consent in writing without a meeting pursuant to Section 2.09.

  • commented 2013-12-23 13:17:40 -0600
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