NPHOENIX BYLAWS
BYLAWS OF NPHOENIX.ORG, A NONPROFIT PROGRAM OF A §501(c)(3) CORPORATION
ARTICLE I ORGANIZATION
1.1. Legal Name. The legal name of the Program, which is a partner program of FEPIC LIMITED, a non-stock, nonprofit Corporation under the Delaware Uniform Corporate Nonprofit Association Act, shall be NPHOENIX.org, (hereinafter “Program”), and will operate under the trade name NPHOENIX.
1.2. Legal Seal Image. The Program organization shall have a seal which shall be in the following form: The NPHOENIX Insignia is an artistic interpretation of the letter “N” merged with the sign for infinity and shape of a phoenix:
ARTICLE I ORGANIZATION
1.1. Legal Name. The legal name of the Program, which is a partner program of FEPIC LIMITED, a non-stock, nonprofit Corporation under the Delaware Uniform Corporate Nonprofit Association Act, shall be NPHOENIX.org, (hereinafter “Program”), and will operate under the trade name NPHOENIX.
1.2. Legal Seal Image. The Program organization shall have a seal which shall be in the following form: The NPHOENIX Insignia is an artistic interpretation of the letter “N” merged with the sign for infinity and shape of a phoenix:
1.3 Additional identifying graphics. The Program shall also be represented by the following artistic graphic images, without limitation:
ARTICLE II PURPOSES
2.1. General Purpose. The Program is organized and operated to exercise as such rights, powers, duties and authority of a nonprofit corporation organized under the Delaware Uniform Corporate Nonprofit Association Act and for the following general reasons:
A. The Program is organized exclusively for charitable, religious, educational, and scientific purposes, including for such purposes, the making of distributions to organizations that qualify as exempt organizations under §501(c)(3) of the Internal Revenue Code, or corresponding section of any future federal tax code. Exclusively for charitable and educational purposes within the meaning of §501(c)(3) of the Internal Revenue Code of 1986 (as amended) or the corresponding provision of any future United States internal revenue law, including for such purposes, the making of distributions to organizations which are recognized as exempt from tax under such §501(c)(3).
B. No part of the net earnings of the Program shall inure to the benefit of, or be distributable to its members, trustees, officers, or other private persons, except that the organization shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth in the purpose clause hereof. No substantial part of the activities of the organization shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the organization shall not participate in, or intervene in (including the publishing or distribution of statements) any political campaign on behalf of any candidate for public office. Notwithstanding any other provision of this document, the organization shall not carry on any other activities not permitted to be carried on (a) by an organization exempt from federal income tax under §501(c)(3) of the Internal Revenue Code, or corresponding section of any future federal tax code, or (b) by an organization, contributions to which are deductible under §170(c)(2) of the Internal Revenue Code, or corresponding section of any future federal tax code.
C. Upon the dissolution of the Program, assets shall be distributed for one or more exempt purposes within the meaning of §501(c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code, or shall be distributed to the federal government, or to a state or local government, for a public purpose. Any such assets not so disposed of shall be disposed of by a Court of Competent Jurisdiction of the county in which the principal office the Program is then located, exclusively for such purposes or to such organization or organizations as said Court shall determine, which are organized and operated exclusively for such purposes.
2.2. Specific Purposes. The specific purposes of the Program include, without limitation, the following:
A. To provide creative products, funding services, educational programs and locations for expression to a community of individuals and organizations who subscribe to a balanced, healthy, creative and sovereign lifestyle, including:
1. Protective gear from bodily injury (helmet, knee, elbow, wrist, spine, etc)
2. Transportation equipment (skate-,snow-,wake-,surfboards, bikes, sails, gliders, kites, etc)
3. Apparel (shoes, shirts, jeans, socks, etc)
4. Training and teaching programs (safety, outdoor survival, wellness, yoga, etc)
5. Creative and professional services (art, design, organizational, financial, etc)
6. Event organization (parks, underutilized public space, private locations, etc)
7. Community development (shelter, meeting places, renovation, volunteering, etc)
B. To provide funding for programs and services to support human-powered (boards, bikes, skates, etc) and naturally-available (wind, waves, gravity, etc) forms of transportation, including:
1. Advocate human-powered and naturally-available transport as legitimate forms of transportation to local, state and federal governments and transportation agencies, and
2. Encourage safety programs for pedestrians, riders, and motorists, and
3. Petition for “no-motor” traffic lanes and public spaces.
2.1. General Purpose. The Program is organized and operated to exercise as such rights, powers, duties and authority of a nonprofit corporation organized under the Delaware Uniform Corporate Nonprofit Association Act and for the following general reasons:
A. The Program is organized exclusively for charitable, religious, educational, and scientific purposes, including for such purposes, the making of distributions to organizations that qualify as exempt organizations under §501(c)(3) of the Internal Revenue Code, or corresponding section of any future federal tax code. Exclusively for charitable and educational purposes within the meaning of §501(c)(3) of the Internal Revenue Code of 1986 (as amended) or the corresponding provision of any future United States internal revenue law, including for such purposes, the making of distributions to organizations which are recognized as exempt from tax under such §501(c)(3).
B. No part of the net earnings of the Program shall inure to the benefit of, or be distributable to its members, trustees, officers, or other private persons, except that the organization shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth in the purpose clause hereof. No substantial part of the activities of the organization shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the organization shall not participate in, or intervene in (including the publishing or distribution of statements) any political campaign on behalf of any candidate for public office. Notwithstanding any other provision of this document, the organization shall not carry on any other activities not permitted to be carried on (a) by an organization exempt from federal income tax under §501(c)(3) of the Internal Revenue Code, or corresponding section of any future federal tax code, or (b) by an organization, contributions to which are deductible under §170(c)(2) of the Internal Revenue Code, or corresponding section of any future federal tax code.
C. Upon the dissolution of the Program, assets shall be distributed for one or more exempt purposes within the meaning of §501(c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code, or shall be distributed to the federal government, or to a state or local government, for a public purpose. Any such assets not so disposed of shall be disposed of by a Court of Competent Jurisdiction of the county in which the principal office the Program is then located, exclusively for such purposes or to such organization or organizations as said Court shall determine, which are organized and operated exclusively for such purposes.
2.2. Specific Purposes. The specific purposes of the Program include, without limitation, the following:
A. To provide creative products, funding services, educational programs and locations for expression to a community of individuals and organizations who subscribe to a balanced, healthy, creative and sovereign lifestyle, including:
1. Protective gear from bodily injury (helmet, knee, elbow, wrist, spine, etc)
2. Transportation equipment (skate-,snow-,wake-,surfboards, bikes, sails, gliders, kites, etc)
3. Apparel (shoes, shirts, jeans, socks, etc)
4. Training and teaching programs (safety, outdoor survival, wellness, yoga, etc)
5. Creative and professional services (art, design, organizational, financial, etc)
6. Event organization (parks, underutilized public space, private locations, etc)
7. Community development (shelter, meeting places, renovation, volunteering, etc)
B. To provide funding for programs and services to support human-powered (boards, bikes, skates, etc) and naturally-available (wind, waves, gravity, etc) forms of transportation, including:
1. Advocate human-powered and naturally-available transport as legitimate forms of transportation to local, state and federal governments and transportation agencies, and
2. Encourage safety programs for pedestrians, riders, and motorists, and
3. Petition for “no-motor” traffic lanes and public spaces.
ARTICLE III MEMBERSHIP
3.1. Qualifications for Membership. The members of the Program, or a "Siva", shall consist of awakening individuals or organizations who apply for membership on a form approved by the Program Board of Directors (hereinafter “Board”), subscribe to the purposes and Bylaws of the Program, accepts the role of co-creator of this reality and is passionate about:
A. Creative expression, including: art, dance, music, written word, spoken word, etc., or,
B. Living in willful harmony with others and the environment, or
C. Being outdoors in nature, or
D. Existing in an active, striving, or transformational state, or
E. Desiring to be of service, or
F. Accepting the potential to be a source of positivity, light and love on the Earth.
Additional Entity Sponsor, Co-Creative Mission Brand & Governmental Funded Unit Program requirements:
A. Confirmed individual or organizational NPHOENIX Lover-member,
B. Completion of NPHOENIX Sponsorship application,
C. Agree to values described above, and
D. Have a clearly defined idea, concept, or project intended to have positive public benefit.
3.2. Voting Rights. Each member in good standing shall be entitled to cast one vote with respect to those matters submitted to the members for action or approval. There shall not be any voting of members by proxy. Votes may be taken by voice, by a show of hands or by written ballot. Voting members shall have no right to cumulate their votes.
3.3. Membership Dues. The Board may establish membership dues for the organization as it deems appropriate with such amounts and dates due communicated in advance of the annual membership meeting to all members of the Program in good standing. There shall be no initial dues or assessments imposed upon or required by members of this Program.
3.4. Termination of Membership. The membership of each member of the Program will terminate upon the member's death, resignation, or expulsion as next described. Members terminated as a result of expulsion may not renew their membership in the Program without obtaining the affirmative vote of all the directors. Members terminated as a result of resignation in excess of two years may renew their membership only by re-application for membership in the Program.
3.5. Suspension and Expulsion. Any member may be suspended or expelled from membership with or without cause upon the affirmative vote of the directors if, at the discretion of the Board as indicated by such vote, such suspension or expulsion would be in the best interests of the Program. Nothing in these Bylaws shall be construed as granting to any member a continued membership or expectation of membership in the Program.
ARTICLE IV MEETINGS
4.1. Meetings of Members. The annual membership meeting of the Program shall be held at noon (12:00pm) on the first (1st) day of March each and every year, or such other time as the Board may fix in the notice of such meeting, in such a place as may be designated by the Board.
4.2. Notice of Meetings of Members. Notice of each regular and special meeting shall be given to each member entitled to vote thereat, either personally or by prepaid mail, or by email transmission or other electronic means, addressed to each member at the address appearing on the books of the Program. Such notices shall be sent not less than ten (10) days before each meeting, and shall specify the place, day, and hour of the meeting and shall state the general nature of the business to be considered in such meeting. Regular meetings of this organization shall be held at a location determined by the Board.
4.3. Quorum. The presence in person of the lesser of 5 voting members or forty (40%) percent of the voting members shall constitute a quorum and shall be necessary to conduct the business of the Program. The members present in person at such meeting may continue to do business until adjournment, notwithstanding the withdrawal of enough members to leave less than a quorum. Whether or not a quorum is present, the meeting may be adjourned by a vote of the members present.
4.4. Special Meetings. Special meetings of the Program may be called by the Board when they deem it for the best interest of the organization. Proper notices of such meetings shall be given to all members according to the Bylaws. Such notice shall state the reasons that such meeting has been called, the business to be transacted at such meeting and by whom it was called. At the request of one-third (1/3 or 33%) of the members of the Board or one-half (1/2 or 50%) of the members of the organization, a special meeting shall be called but such request must be made in writing at least twenty (20) days before the requested scheduled date. No other business but that specified in the notice may be transacted at such special meeting without the unanimous consent of all present at such meeting.
ARTICLE V ORDER OF BUSINESS
5.1. Roll Call
5.2. Reading of the Minutes of the preceding meeting
5.3. Reports of Committees
5.4. Reports of Officers
5.5. Old and Unfinished Business
5.6. New Business
5.7. Adjournments.
ARTICLE VI DIRECTORS
6.1. Board of Directors. The initial Board for the Program shall be comprised of the following persons:
A. NELSON P OLIVER, Founding Siva, Chairman
B. SEAN A GARRETT, Original Siva, Legal Director
C. ELIZABETH O OGLETREE, Original Siva, Creative Director
6.2 Number of Directors. The number of directors constituting the entire Board shall be a minimum of three (3) and maximum of thirteen (13), as fixed by resolution of the Board. Subject to the foregoing, the number of directors may be determined from time to time by action of the Board, provided that any action by the Board to effect such increase above the maximum or decrease below the minimum shall require the vote of at least two-thirds (2/3 or 66%) of all directors then in office. No decrease in the number of directors shall shorten the term of any director then in office.
6.3. Qualifications for Office. Every director must be a member in good standing of the Program. No person who is holding public office is eligible to be a director. Each director is to be selected for knowledge of the charitable needs of the community and shall serve without compensation except for reasonable expenses incurred for the Program. Directors appointed by the holder of any office or an officer or board of any other organization are to act in their own right and not as a representative of any interest or group.
6.4. Election and Term of Directors. The Board shall choose its own members. The term of each director, upon being elected to the Board, shall begin immediately.
6.5. Powers. The business of this organization shall be managed by the Board, together with the officers of the Program. The Board shall interest themselves in all the affairs and business and preside at all the meetings of the Program. The Board may make such rules and regulations covering its meetings as it may in its discretion determine necessary. Such Board shall only act in the name of the Program when it shall be regularly convened by its chairman after due notice to all the directors of such meeting. They shall appoint all committees and designate all committee chairmen. They shall do and perform such other duties as are usually incident to the office or as from time to time may be assigned to him by these Bylaws or the Board. Two-thirds (2/3 or 66%) percent of the members of the Board shall constitute a quorum and the meetings of the Board shall be held at least quarterly. Without prejudice to such general powers, but subject to the same limitations, it is hereby expressly declared that the directors shall have the following powers:
A. To appoint and remove all officers of the Program subject to such limitations as may appear in the Bylaws, and to prescribe such powers and duties for officers as may not be inconsistent with law, with the Articles of Incorporation, or the Bylaws.
B. To conduct, manage and control the affairs of the Program, and to make such rules and regulations thereof, not inconsistent with law, or with the Articles of Incorporation, or the Bylaws, as they may deem best.
C. To designate any place for the holding of any membership meeting or Board meeting, to change the principal office of the Program for the transaction of its business from one location to another; to adopt make and use a corporate seal and to alter the form of such seal from time to time, as, in their judgment, they may deem best, provided such seal shall at all times comply with the provisions of law.
D. To borrow money and incur indebtedness for the purpose of the Program and to cause to be executed and delivered therefore, in the Program's name, promissory notes, bonds, debentures, deeds of trust, mortgages, pledges, or other evidences of debt, and securities thereof.
E. To manage in such manner as they may deem best, all funds and property, real and personal, received and acquired by the Program, and to distribute, loan or dispense the same or the income and profits therefrom.
F. To create such trusts, foundations, and subsidiaries, as the Board shall deem necessary and to appoint the trustees, directors, or other governing officials of such legal entities.
6.6. Voting. Each director shall have one vote and such voting may not be done by proxy. Directors have no right to cumulate their votes.
6.7. Presumption of Assent. A director who is present at any meeting of the Board, or a committee thereof of which the director is a member, at which action on a corporate matter is taken, is presumed to have assented to such action unless a dissent is entered in the minutes of the meeting or unless the director files a written dissent to the action with the person acting as the secretary of the meeting before or promptly after the adjournment thereof. A director who is absent from a meeting of the Board, or a committee thereof of which the director is a member, at which any such action is taken is presumed to have concurred in the action unless the director files a dissent with the Secretary of the Program within a reasonable time after obtaining knowledge of the action.
6.8. Action By Unanimous Written Consent. Any action required or permitted to be taken by the Board may be taken without a meeting and with the same force and effect as if taken by a unanimous vote of directors, if authorized by writing signed individually or collectively by all directors. Such consent shall be filed with the regular minutes of the Board.
6.9. Removal or Resignation. Any director may resign from office at any time by giving written notice thereof to an officer of the Program. Any director may be removed with or without cause by a unanimous vote of all of the other remaining directors then in office. Cause for removal exists, without limitation, whenever a director:
A. has committed a material breach of his or her fiduciary duty;
B. has committed an act of moral turpitude; or
C. ceases to be a member in good standing of the Program while in office as a director.
6.10. Filling of Vacancies. Vacancies in the Board shall be filled by a vote of the majority of the remaining members of the Board for the balance of the year. A director so chosen shall serve for the balance of the unexpired term of the vacant office. If the Board accepts the resignation of a director, tendered to take effect at a future time, the Board may elect a successor to take office when the resignation becomes effective for the balance of the unexpired term of the resigning director. However, the Board has the power to fill or leave unfilled, until the next election, all vacancies occurring on the Board, including those created by an authorized increase in the number of directors. In the event that the Board decides not to fill a vacancy for a director whose office is subject to election by the voting membership, the Board may call a special meeting of the voting members to elect such director. In the event that less than a quorum of the Board remains to fill vacancies, then in that event, a unanimous vote of all the other remaining directors then in office shall be required to fill any vacancy.
3.1. Qualifications for Membership. The members of the Program, or a "Siva", shall consist of awakening individuals or organizations who apply for membership on a form approved by the Program Board of Directors (hereinafter “Board”), subscribe to the purposes and Bylaws of the Program, accepts the role of co-creator of this reality and is passionate about:
A. Creative expression, including: art, dance, music, written word, spoken word, etc., or,
B. Living in willful harmony with others and the environment, or
C. Being outdoors in nature, or
D. Existing in an active, striving, or transformational state, or
E. Desiring to be of service, or
F. Accepting the potential to be a source of positivity, light and love on the Earth.
Additional Entity Sponsor, Co-Creative Mission Brand & Governmental Funded Unit Program requirements:
A. Confirmed individual or organizational NPHOENIX Lover-member,
B. Completion of NPHOENIX Sponsorship application,
C. Agree to values described above, and
D. Have a clearly defined idea, concept, or project intended to have positive public benefit.
3.2. Voting Rights. Each member in good standing shall be entitled to cast one vote with respect to those matters submitted to the members for action or approval. There shall not be any voting of members by proxy. Votes may be taken by voice, by a show of hands or by written ballot. Voting members shall have no right to cumulate their votes.
3.3. Membership Dues. The Board may establish membership dues for the organization as it deems appropriate with such amounts and dates due communicated in advance of the annual membership meeting to all members of the Program in good standing. There shall be no initial dues or assessments imposed upon or required by members of this Program.
3.4. Termination of Membership. The membership of each member of the Program will terminate upon the member's death, resignation, or expulsion as next described. Members terminated as a result of expulsion may not renew their membership in the Program without obtaining the affirmative vote of all the directors. Members terminated as a result of resignation in excess of two years may renew their membership only by re-application for membership in the Program.
3.5. Suspension and Expulsion. Any member may be suspended or expelled from membership with or without cause upon the affirmative vote of the directors if, at the discretion of the Board as indicated by such vote, such suspension or expulsion would be in the best interests of the Program. Nothing in these Bylaws shall be construed as granting to any member a continued membership or expectation of membership in the Program.
ARTICLE IV MEETINGS
4.1. Meetings of Members. The annual membership meeting of the Program shall be held at noon (12:00pm) on the first (1st) day of March each and every year, or such other time as the Board may fix in the notice of such meeting, in such a place as may be designated by the Board.
4.2. Notice of Meetings of Members. Notice of each regular and special meeting shall be given to each member entitled to vote thereat, either personally or by prepaid mail, or by email transmission or other electronic means, addressed to each member at the address appearing on the books of the Program. Such notices shall be sent not less than ten (10) days before each meeting, and shall specify the place, day, and hour of the meeting and shall state the general nature of the business to be considered in such meeting. Regular meetings of this organization shall be held at a location determined by the Board.
4.3. Quorum. The presence in person of the lesser of 5 voting members or forty (40%) percent of the voting members shall constitute a quorum and shall be necessary to conduct the business of the Program. The members present in person at such meeting may continue to do business until adjournment, notwithstanding the withdrawal of enough members to leave less than a quorum. Whether or not a quorum is present, the meeting may be adjourned by a vote of the members present.
4.4. Special Meetings. Special meetings of the Program may be called by the Board when they deem it for the best interest of the organization. Proper notices of such meetings shall be given to all members according to the Bylaws. Such notice shall state the reasons that such meeting has been called, the business to be transacted at such meeting and by whom it was called. At the request of one-third (1/3 or 33%) of the members of the Board or one-half (1/2 or 50%) of the members of the organization, a special meeting shall be called but such request must be made in writing at least twenty (20) days before the requested scheduled date. No other business but that specified in the notice may be transacted at such special meeting without the unanimous consent of all present at such meeting.
ARTICLE V ORDER OF BUSINESS
5.1. Roll Call
5.2. Reading of the Minutes of the preceding meeting
5.3. Reports of Committees
5.4. Reports of Officers
5.5. Old and Unfinished Business
5.6. New Business
5.7. Adjournments.
ARTICLE VI DIRECTORS
6.1. Board of Directors. The initial Board for the Program shall be comprised of the following persons:
A. NELSON P OLIVER, Founding Siva, Chairman
B. SEAN A GARRETT, Original Siva, Legal Director
C. ELIZABETH O OGLETREE, Original Siva, Creative Director
6.2 Number of Directors. The number of directors constituting the entire Board shall be a minimum of three (3) and maximum of thirteen (13), as fixed by resolution of the Board. Subject to the foregoing, the number of directors may be determined from time to time by action of the Board, provided that any action by the Board to effect such increase above the maximum or decrease below the minimum shall require the vote of at least two-thirds (2/3 or 66%) of all directors then in office. No decrease in the number of directors shall shorten the term of any director then in office.
6.3. Qualifications for Office. Every director must be a member in good standing of the Program. No person who is holding public office is eligible to be a director. Each director is to be selected for knowledge of the charitable needs of the community and shall serve without compensation except for reasonable expenses incurred for the Program. Directors appointed by the holder of any office or an officer or board of any other organization are to act in their own right and not as a representative of any interest or group.
6.4. Election and Term of Directors. The Board shall choose its own members. The term of each director, upon being elected to the Board, shall begin immediately.
6.5. Powers. The business of this organization shall be managed by the Board, together with the officers of the Program. The Board shall interest themselves in all the affairs and business and preside at all the meetings of the Program. The Board may make such rules and regulations covering its meetings as it may in its discretion determine necessary. Such Board shall only act in the name of the Program when it shall be regularly convened by its chairman after due notice to all the directors of such meeting. They shall appoint all committees and designate all committee chairmen. They shall do and perform such other duties as are usually incident to the office or as from time to time may be assigned to him by these Bylaws or the Board. Two-thirds (2/3 or 66%) percent of the members of the Board shall constitute a quorum and the meetings of the Board shall be held at least quarterly. Without prejudice to such general powers, but subject to the same limitations, it is hereby expressly declared that the directors shall have the following powers:
A. To appoint and remove all officers of the Program subject to such limitations as may appear in the Bylaws, and to prescribe such powers and duties for officers as may not be inconsistent with law, with the Articles of Incorporation, or the Bylaws.
B. To conduct, manage and control the affairs of the Program, and to make such rules and regulations thereof, not inconsistent with law, or with the Articles of Incorporation, or the Bylaws, as they may deem best.
C. To designate any place for the holding of any membership meeting or Board meeting, to change the principal office of the Program for the transaction of its business from one location to another; to adopt make and use a corporate seal and to alter the form of such seal from time to time, as, in their judgment, they may deem best, provided such seal shall at all times comply with the provisions of law.
D. To borrow money and incur indebtedness for the purpose of the Program and to cause to be executed and delivered therefore, in the Program's name, promissory notes, bonds, debentures, deeds of trust, mortgages, pledges, or other evidences of debt, and securities thereof.
E. To manage in such manner as they may deem best, all funds and property, real and personal, received and acquired by the Program, and to distribute, loan or dispense the same or the income and profits therefrom.
F. To create such trusts, foundations, and subsidiaries, as the Board shall deem necessary and to appoint the trustees, directors, or other governing officials of such legal entities.
6.6. Voting. Each director shall have one vote and such voting may not be done by proxy. Directors have no right to cumulate their votes.
6.7. Presumption of Assent. A director who is present at any meeting of the Board, or a committee thereof of which the director is a member, at which action on a corporate matter is taken, is presumed to have assented to such action unless a dissent is entered in the minutes of the meeting or unless the director files a written dissent to the action with the person acting as the secretary of the meeting before or promptly after the adjournment thereof. A director who is absent from a meeting of the Board, or a committee thereof of which the director is a member, at which any such action is taken is presumed to have concurred in the action unless the director files a dissent with the Secretary of the Program within a reasonable time after obtaining knowledge of the action.
6.8. Action By Unanimous Written Consent. Any action required or permitted to be taken by the Board may be taken without a meeting and with the same force and effect as if taken by a unanimous vote of directors, if authorized by writing signed individually or collectively by all directors. Such consent shall be filed with the regular minutes of the Board.
6.9. Removal or Resignation. Any director may resign from office at any time by giving written notice thereof to an officer of the Program. Any director may be removed with or without cause by a unanimous vote of all of the other remaining directors then in office. Cause for removal exists, without limitation, whenever a director:
A. has committed a material breach of his or her fiduciary duty;
B. has committed an act of moral turpitude; or
C. ceases to be a member in good standing of the Program while in office as a director.
6.10. Filling of Vacancies. Vacancies in the Board shall be filled by a vote of the majority of the remaining members of the Board for the balance of the year. A director so chosen shall serve for the balance of the unexpired term of the vacant office. If the Board accepts the resignation of a director, tendered to take effect at a future time, the Board may elect a successor to take office when the resignation becomes effective for the balance of the unexpired term of the resigning director. However, the Board has the power to fill or leave unfilled, until the next election, all vacancies occurring on the Board, including those created by an authorized increase in the number of directors. In the event that the Board decides not to fill a vacancy for a director whose office is subject to election by the voting membership, the Board may call a special meeting of the voting members to elect such director. In the event that less than a quorum of the Board remains to fill vacancies, then in that event, a unanimous vote of all the other remaining directors then in office shall be required to fill any vacancy.
ARTICLE VII OFFICERS
7.1. Responsibility. All officers are subordinate and responsible to the Board.
7.2 Number and Selection. The Board shall appoint a President, a Secretary, and a Treasurer, and may appoint one or more Vice-Presidents, Assistant Secretaries, Assistant Treasurers, and such other officers as they may determine. Any two or more offices may be held by the same person except the offices of President, Secretary, and Treasurer. The President and the Vice President, if any, must also be a director of the Program. Each officer shall hold office until a successor is elected and qualified, or until the officer's resignation, death or removal. Vacancies in offices shall be filled by election by the Board at any time to serve unexpired terms.
7.3. Resignation and Removal. The resignation of any officer shall be tendered in writing to any director and shall be effective as of the date stated in the resignation. Any officer may be removed during their term by majority vote of the Board whenever, in their judgment, removal would serve the best interests of the Program. Such removal shall terminate all authority of the officer, except that any rights to compensation and other perquisites shall depend on the terms of the officer's employment and the circumstances of removal.
7.4. Director. The Director shall be the chief executive officer of the Program, subject to the direction and under the supervision of the Board, and shall have general charge of the business affairs and property of the Program. The Director shall preside at all meetings of the Board, and shall present an annual report of the work of the Program at each annual meeting of the organization. The Director shall see all books, reports and certificates required by law are properly kept or filed. The Director shall be one of the officers who may sign the checks or drafts of the organization. The Director shall have such other duties and responsibilities and may exercise such other powers as are usually incident to the office or as from time to time may be assigned by these Bylaws or the Board.
7.5. Secretary. The Secretary shall oversee operations and cause to be kept at such place as the Board may determine the official seal of the Program (if any), the membership roster, all records of the Program, and a book of minutes of all meetings of directors and members. The Secretary shall keep a membership roster containing names and addresses of each member, and the date upon which the membership began and ceased. The Secretary shall give the notices of the special meetings of the voting members as provided in these Bylaws, and shall present to the members and the Board any communication addressed to the Secretary of the Program. The Secretary shall also maintain and protect a file of all official and legal documents of the Program, and it shall be his duty to file any certificates required by any statute, federal or state. The Secretary shall attend to all correspondence of the Program, and perform such other duties as may be required by law or as may be prescribed or required from time to time by the Board or the Bylaws.
7.6. Treasurer. The Treasurer shall have care and custody of the Program funds; keep full and accurate accounts of all receipts and disbursements of Program monies, an inventory of assets, and a record of the liabilities of the Program; deposit all money and other securities in such depositories as may be designated by the Board; disburse the funds of the Program as ordered by the Board, taking proper vouchers for disbursements; and prepare all statements and reports required by law or by the Board. The Treasurer must be one of the officers who shall sign checks or drafts of the organization, and no special fund may be set aside that shall make it unnecessary for the Treasurer to sign the checks issued upon it. The Treasurer shall render at stated periods as the Board shall determine a written account of the finances of the Program and such report shall be physically affixed to the minutes of the Board of such meeting. The Treasurer shall have such other duties and responsibilities and may exercise such other powers as are usually incident to the office or as from time to time may be assigned by these Bylaws, the Board. The Board may delegate all or part of the authority and duties of the Treasurer to subordinate officers.
7.7. Salaries. No officer shall for reason of his office be entitled to receive any salary or compensation, but nothing herein shall be construed to prevent an officer or director for receiving any compensation from the Program for duties other than as a director or officer. The Board shall hire and fix the compensation of any and all officers and employees which they in their discretion may determine to be necessary for the conduct of the business of the organization. The Board may delegate to any officer the authority to fix the salary or other compensation of subordinate officers.
ARTICLE VIII COMMITTEES
8.1. Committees. Committees of the Board shall be standing or special. The Board may refer to the proper committee any matter affecting the Program or any operations needing study, recommendation, or action. The Board may establish such standing or special committees as it deems appropriate with such duties and responsibilities as it shall designate, except that no committee has the power to do any of the things a committee is prohibited from doing under the Delaware Nonprofit Program Act. The Board shall appoint the members of such committees. Persons other than directors may be appointed to such committees, but the Chair of each committee must be a director of the Program.
8.2. Committee Powers. Committees of the Program shall be standing or special. The Board or the President may refer to the proper committee any matter affecting the Program or any operations needing study, recommendation, or action. The Board may establish such special committees or standing committees in addition to those specified in this Article as it deems appropriate with such duties and responsibilities as it shall designate, except that no committee has the power to do any of the things a committee is prohibited from doing under the Delaware Nonprofit Program Act. All committees shall act by majority vote, unless otherwise prescribed by the Board.
8.3. Limitations. Except in cases where these Bylaws or the Board has by written resolution provided otherwise, the function of any committee is as an advisory group to the Board. No member of any committee, without the prior written consent of the Board, has the authority to purchase, collect funds, open bank accounts, implement policy, or bind or obligate the Program or its Board in any way or by any means. All such powers are expressly reserved to the Board and the officers of the Program.
8.4. Committee Membership. The Board, acting upon the recommendation of the President, shall appoint the members of such committees, and also select a committee Chair. Persons other than directors may be appointed to such committees, but the Chair of each committee must be a director of the Program. The President shall be an ex-officio member of every committee other than the Executive Committee. Every committee shall consist of at least two (2) persons, exclusive of the President. Committee members shall be appointed for one-year terms.
8.5. Standing Committees. In addition to other committees the Board may establish from time to time, the following will be standing committees of the Program:
A. Executive Committee. The Executive Committee shall, in intervals between meetings of the Board, have general control of the affairs of the Program, but nothing herein shall be construed to allow the Executive Committee to act to the exclusion of, or contrary to, the expressed direction of the Board. The President shall be the Chair of the Executive Committee.
B. Finance Committee. The Finance Committee shall in general be responsible to oversee the preparation of all statements, reports, returns and audits of the Program's finances, and to oversee the investment of the various funds of the Program. The Finance Committee shall also submit recommendations to the Board for the selection of auditors, accountants and investment managers. The Treasurer shall be the Chair of the Finance Committee.
C. Nominations Committee. The Nominations Committee shall be responsible for submitting and recommending to the Board the names of persons with appropriate skills and good reputation to serve as directors, officers and committee members of the Program. In so doing, the Nominations Committee shall attempt to select individuals from a cross-section of the community in terms of race, religion, sex, ethnicity, occupation, institutional affiliation, level of education and geographic distribution within the community, whose service will be a valuable contribution to the Program. The Secretary shall be the Chair of the Nominations Committee.
D. Membership Committee. The Membership Committee shall carry on a membership solicitation drive each year. This committee shall also recommend to the directors the types and amounts of dues for memberships in the Program.
E. Publicity Committee. The Publicity Committee shall be responsible for contact with other organizations with similar purposes and for the distribution of news of the Program and its activities to the public.
F. Activities Committee. The Activities Committee shall organize various activities and events, not necessarily limited to fundraising events, and coordinate its efforts with, and assist, the Publicity Committee.
8.6. Special Committees. The Board may establish such special committees, as it deems appropriate from time to time. Special committees shall have the duties and responsibilities, as the Board shall designate from time to time.
ARTICLE IX ADMINISTRATION OF DONATIONS
9.1. Donations. All donations of any nature, unless designated for a specific purpose, shall be used for such purposes as the Board may direct; and in the absence of any direction by the Board, such may be used for the general purposes of the Program. Donations include bequests and devises of deceased persons. At the discretion of the Board, the Program may raise revenues through fund-raising activities and donations. The Board has the right to refuse any donation made or offered to the Program with or without cause in its sole discretion.
9.2. All Donations Subject to these Bylaws. Donors may make donations to or for the use of the Program by naming or otherwise identifying the Program in the gift transfer instrument. Each donor by making a donation to or for the use of the Program accepts and agrees to all the terms of these Bylaws. Further, each donor specifically provides that any fund created as a result of such donation shall be subject to the provisions in these Bylaws relating to the presumption of donor's intent, the variance from donor's directions, for amendments and dissolution, and to all other terms of these Bylaws as amended from time to time.
9.3. Segregation of Funds. No donation shall be required to be separately invested or held unless the donor so directs, or it is necessary in order to follow any other direction by the donor as to purpose, investment or administration, or in order to prevent tax disqualification, or is required by law. However, the Board may segregate any fund whenever convenient or useful as determined by the Board in its sole discretion. Directions for naming a fund as a memorial or otherwise may be satisfied by keeping under such name internal bookkeeping accounts reflecting appropriately the interest of such fund in each common investment.
9.4. Improper Donor Directions. If any direction by the donor, however expressed, would, if followed, result in the use of any donation or fund contrary to the charitable purposes of the Program, or if the Board is advised by counsel that there is a substantial risk of such result, the direction shall not be followed, but shall be varied by the Board so far as necessary to avoid such result, except that if a donor has clearly stated that compliance with the direction is a condition of such donation, then the donation shall not be accepted in case of such advice unless an appropriate judicial or administrative body first determines that the condition and direction need not be followed. Reasonable charges and expenses of counsel for such advice and proceedings shall be proper expenses of administration.
9.5. Changed Circumstances. Whenever the Board decides that conditions or circumstances are such or have so changed since a direction by the donor as to purpose, or as to manner of distribution or use, that literal compliance with the direction is unnecessary, undesirable, impractical or impossible, or the direction is not consistent with the Program's charitable purposes, it may, by affirmative vote of two-thirds (2/3 or 66%) of the directors, order such variance from the direction and such application of the whole or any part of the principal or income of the fund to other charitable purposes, as in its judgment will then more effectively serve such needs. Similarly, whenever the Board decides that a donor's directions as to investment or administration have because of changed circumstances or conditions or experience proved impractical or unreasonably onerous, and impedes effectual serving of such needs, the Board may likewise order a variance from such directions to the extent in its judgment is necessary.
9.6. Charitable Trusts. If a donation is made to the Program by means of any charitable trust or charitable trust instrument, the payments to or for the use of the Program shall be regarded as Program funds only when the Program becomes entitled to their use, but the Board may take such actions as it from time to time deems necessary to protect the Program's rights to receive such payments.
9.7. Board Determinations. The Board shall from time to time but not less frequently than quarterly:
A. Determine all distributions to be made from net income and principal of each fund pursuant to these Bylaws and any applicable donor's directions and make payments to organizations or persons to whom payments are to be made, in such amount and at such times and with such accompanying restrictions, if any, it deems necessary to assure use for the charitable purposes and in the manner intended.
B. Determine all disbursements to be made for administrative expenses incurred by the Board and direct the respective officers as to payment thereof and funds to be charged. Disbursements for proper administrative expenses incurred by the Board, including salaries for such professional and other assistance as it from time to time deems necessary, shall be directed to be paid as far as possible, first from any funds directed by the donor for such purpose, and any balance out of other Program funds.
9.8. Making of Distributions. The Board may, in furtherance of the Program's charitable purposes, when needs therefore have been determined, and with appropriate provisions to assure use solely for such purposes, direct distributions to such persons, organizations, governments or governmental agencies as in the opinion of the Board can best carry out such purposes or help create new qualified charitable organizations to carry out such purposes.
9.9. Distributions of Principal. Determinations may be made to distribute all or part of the principal from funds donated without directions as to principal or income, as well as pursuant to directions expressly permitting the use of principal. The Board shall in such circumstance inform the Treasurer of the Program, if any, as far in advance as the Board deems practicable so as to permit the investment manager to adjust its investment policies accordingly and may, upon being advised as to how the desired distribution and any necessary liquidation of investments can most economically be accomplished, adjust its directions for distribution accordingly.
ARTICLE X PROHIBITED ACTIVITIES
10.1. Actions Jeopardizing Tax Status. This Program shall not carry on any activities not permitted to be carried on by an organization exempt from federal income taxes under §501(c)(3) of the Internal Revenue Code of 1986, as amended, or the corresponding provision of any future United States internal revenue law.
10.2. Lobbying and Political Activities.
A. The Program shall not lobby (including the publishing or distribution of statements) or otherwise attempt to influence legislation except as authorized by a resolution adopted by the Board of Directors.
B. The Program shall not participate or intervene in (including the publishing or distribution of statements) any political or judicial campaign on behalf of any candidate for public office whatsoever.
10.3. Private Inurement. No part of the net income or net assets of the Program shall inure to the benefit of, or be distributable to, its directors, officers, members or other private persons. However, the Program is authorized to pay reasonable compensation for services actually rendered and to make payments and distributions in furtherance of its tax exempt purposes.
10.4. Non-Discrimination. In the conduct of all aspects of its activities, the Program shall not discriminate on the grounds of race, color, national origin or gender.
10.5. Income Distribution. The Program shall not engage in any act of self-dealing as defined in Internal Revenue Code §4941(d); the Program shall distribute its income for each taxable year at such time and in such manner as not to become subject to the tax on undistributed income imposed by Code §4942; the Program shall not own any excess business holdings that would subject it to tax under Code §4943; the Program shall not make any investments in such manner as to subject the Program to the tax imposed by Code §4944; and the Program shall not make any taxable expenditures as defined in Code §4945(d).
10.6. Conflicts of Interest. A conflict of interest occurs when a person under a duty to promote the interests of the Program (a "fiduciary") is in a position to promote a competing interest instead. Fiduciaries include all Program employees, directors or officers, and members of any committee. Undisclosed or unresolved conflicts of interest are a breach of the duty to act in the best interests of the Program and work to the detriment of the Program.
10.7. Typical Conflict Situations. Conflicts of interest are likely to arise whenever: a) a fiduciary has a personal interest in a vendor of goods or services to the Program; b) Program employees are loaned to other organizations, or the employees of another organization are loaned to this Program; c) Program fund raisers give financial advice to donors; or d) project funding requests are submitted by a potential or actual grant recipient with which a fiduciary is connected.
10.8. Discharging Conflicts of Interest. No director or officer of the Program shall be disqualified from holding any office by reason of any interest in any concern. A director or officer of the Program shall not be disqualified from dealing, either as vendor, purchaser or otherwise, or contracting or entering into any other transaction with any entity of which the fiduciary is an affiliate. No transaction of the Program shall be voidable by reason of the fact that any director or officer of the Program has an interest in the concern with which such transaction is entered into, provided:
A. The interest of such officer or director is fully disclosed to the Board.
B. Such transaction is duly approved by the Board not so interested or connected as being in the best interests of the organization.
C. Payments to the interested officer or director are reasonable and do not exceed fair market value.
D. No interested officer or director may vote or lobby on the matter or be counted in determining the existence of a quorum at the meeting at which such transaction may be authorized.
The minutes of meetings at which such votes are taken shall record such disclosure, abstention, and rationale for approval. When these are done, the conflict of interest has been properly discharged.
10.9. Litigation. The Program shall not be a voluntary party in any litigation without the prior written approval of the Board.
10.10. Program Leaders. Only voting members of the Program may lead Program meetings and other activities.
7.1. Responsibility. All officers are subordinate and responsible to the Board.
7.2 Number and Selection. The Board shall appoint a President, a Secretary, and a Treasurer, and may appoint one or more Vice-Presidents, Assistant Secretaries, Assistant Treasurers, and such other officers as they may determine. Any two or more offices may be held by the same person except the offices of President, Secretary, and Treasurer. The President and the Vice President, if any, must also be a director of the Program. Each officer shall hold office until a successor is elected and qualified, or until the officer's resignation, death or removal. Vacancies in offices shall be filled by election by the Board at any time to serve unexpired terms.
7.3. Resignation and Removal. The resignation of any officer shall be tendered in writing to any director and shall be effective as of the date stated in the resignation. Any officer may be removed during their term by majority vote of the Board whenever, in their judgment, removal would serve the best interests of the Program. Such removal shall terminate all authority of the officer, except that any rights to compensation and other perquisites shall depend on the terms of the officer's employment and the circumstances of removal.
7.4. Director. The Director shall be the chief executive officer of the Program, subject to the direction and under the supervision of the Board, and shall have general charge of the business affairs and property of the Program. The Director shall preside at all meetings of the Board, and shall present an annual report of the work of the Program at each annual meeting of the organization. The Director shall see all books, reports and certificates required by law are properly kept or filed. The Director shall be one of the officers who may sign the checks or drafts of the organization. The Director shall have such other duties and responsibilities and may exercise such other powers as are usually incident to the office or as from time to time may be assigned by these Bylaws or the Board.
7.5. Secretary. The Secretary shall oversee operations and cause to be kept at such place as the Board may determine the official seal of the Program (if any), the membership roster, all records of the Program, and a book of minutes of all meetings of directors and members. The Secretary shall keep a membership roster containing names and addresses of each member, and the date upon which the membership began and ceased. The Secretary shall give the notices of the special meetings of the voting members as provided in these Bylaws, and shall present to the members and the Board any communication addressed to the Secretary of the Program. The Secretary shall also maintain and protect a file of all official and legal documents of the Program, and it shall be his duty to file any certificates required by any statute, federal or state. The Secretary shall attend to all correspondence of the Program, and perform such other duties as may be required by law or as may be prescribed or required from time to time by the Board or the Bylaws.
7.6. Treasurer. The Treasurer shall have care and custody of the Program funds; keep full and accurate accounts of all receipts and disbursements of Program monies, an inventory of assets, and a record of the liabilities of the Program; deposit all money and other securities in such depositories as may be designated by the Board; disburse the funds of the Program as ordered by the Board, taking proper vouchers for disbursements; and prepare all statements and reports required by law or by the Board. The Treasurer must be one of the officers who shall sign checks or drafts of the organization, and no special fund may be set aside that shall make it unnecessary for the Treasurer to sign the checks issued upon it. The Treasurer shall render at stated periods as the Board shall determine a written account of the finances of the Program and such report shall be physically affixed to the minutes of the Board of such meeting. The Treasurer shall have such other duties and responsibilities and may exercise such other powers as are usually incident to the office or as from time to time may be assigned by these Bylaws, the Board. The Board may delegate all or part of the authority and duties of the Treasurer to subordinate officers.
7.7. Salaries. No officer shall for reason of his office be entitled to receive any salary or compensation, but nothing herein shall be construed to prevent an officer or director for receiving any compensation from the Program for duties other than as a director or officer. The Board shall hire and fix the compensation of any and all officers and employees which they in their discretion may determine to be necessary for the conduct of the business of the organization. The Board may delegate to any officer the authority to fix the salary or other compensation of subordinate officers.
ARTICLE VIII COMMITTEES
8.1. Committees. Committees of the Board shall be standing or special. The Board may refer to the proper committee any matter affecting the Program or any operations needing study, recommendation, or action. The Board may establish such standing or special committees as it deems appropriate with such duties and responsibilities as it shall designate, except that no committee has the power to do any of the things a committee is prohibited from doing under the Delaware Nonprofit Program Act. The Board shall appoint the members of such committees. Persons other than directors may be appointed to such committees, but the Chair of each committee must be a director of the Program.
8.2. Committee Powers. Committees of the Program shall be standing or special. The Board or the President may refer to the proper committee any matter affecting the Program or any operations needing study, recommendation, or action. The Board may establish such special committees or standing committees in addition to those specified in this Article as it deems appropriate with such duties and responsibilities as it shall designate, except that no committee has the power to do any of the things a committee is prohibited from doing under the Delaware Nonprofit Program Act. All committees shall act by majority vote, unless otherwise prescribed by the Board.
8.3. Limitations. Except in cases where these Bylaws or the Board has by written resolution provided otherwise, the function of any committee is as an advisory group to the Board. No member of any committee, without the prior written consent of the Board, has the authority to purchase, collect funds, open bank accounts, implement policy, or bind or obligate the Program or its Board in any way or by any means. All such powers are expressly reserved to the Board and the officers of the Program.
8.4. Committee Membership. The Board, acting upon the recommendation of the President, shall appoint the members of such committees, and also select a committee Chair. Persons other than directors may be appointed to such committees, but the Chair of each committee must be a director of the Program. The President shall be an ex-officio member of every committee other than the Executive Committee. Every committee shall consist of at least two (2) persons, exclusive of the President. Committee members shall be appointed for one-year terms.
8.5. Standing Committees. In addition to other committees the Board may establish from time to time, the following will be standing committees of the Program:
A. Executive Committee. The Executive Committee shall, in intervals between meetings of the Board, have general control of the affairs of the Program, but nothing herein shall be construed to allow the Executive Committee to act to the exclusion of, or contrary to, the expressed direction of the Board. The President shall be the Chair of the Executive Committee.
B. Finance Committee. The Finance Committee shall in general be responsible to oversee the preparation of all statements, reports, returns and audits of the Program's finances, and to oversee the investment of the various funds of the Program. The Finance Committee shall also submit recommendations to the Board for the selection of auditors, accountants and investment managers. The Treasurer shall be the Chair of the Finance Committee.
C. Nominations Committee. The Nominations Committee shall be responsible for submitting and recommending to the Board the names of persons with appropriate skills and good reputation to serve as directors, officers and committee members of the Program. In so doing, the Nominations Committee shall attempt to select individuals from a cross-section of the community in terms of race, religion, sex, ethnicity, occupation, institutional affiliation, level of education and geographic distribution within the community, whose service will be a valuable contribution to the Program. The Secretary shall be the Chair of the Nominations Committee.
D. Membership Committee. The Membership Committee shall carry on a membership solicitation drive each year. This committee shall also recommend to the directors the types and amounts of dues for memberships in the Program.
E. Publicity Committee. The Publicity Committee shall be responsible for contact with other organizations with similar purposes and for the distribution of news of the Program and its activities to the public.
F. Activities Committee. The Activities Committee shall organize various activities and events, not necessarily limited to fundraising events, and coordinate its efforts with, and assist, the Publicity Committee.
8.6. Special Committees. The Board may establish such special committees, as it deems appropriate from time to time. Special committees shall have the duties and responsibilities, as the Board shall designate from time to time.
ARTICLE IX ADMINISTRATION OF DONATIONS
9.1. Donations. All donations of any nature, unless designated for a specific purpose, shall be used for such purposes as the Board may direct; and in the absence of any direction by the Board, such may be used for the general purposes of the Program. Donations include bequests and devises of deceased persons. At the discretion of the Board, the Program may raise revenues through fund-raising activities and donations. The Board has the right to refuse any donation made or offered to the Program with or without cause in its sole discretion.
9.2. All Donations Subject to these Bylaws. Donors may make donations to or for the use of the Program by naming or otherwise identifying the Program in the gift transfer instrument. Each donor by making a donation to or for the use of the Program accepts and agrees to all the terms of these Bylaws. Further, each donor specifically provides that any fund created as a result of such donation shall be subject to the provisions in these Bylaws relating to the presumption of donor's intent, the variance from donor's directions, for amendments and dissolution, and to all other terms of these Bylaws as amended from time to time.
9.3. Segregation of Funds. No donation shall be required to be separately invested or held unless the donor so directs, or it is necessary in order to follow any other direction by the donor as to purpose, investment or administration, or in order to prevent tax disqualification, or is required by law. However, the Board may segregate any fund whenever convenient or useful as determined by the Board in its sole discretion. Directions for naming a fund as a memorial or otherwise may be satisfied by keeping under such name internal bookkeeping accounts reflecting appropriately the interest of such fund in each common investment.
9.4. Improper Donor Directions. If any direction by the donor, however expressed, would, if followed, result in the use of any donation or fund contrary to the charitable purposes of the Program, or if the Board is advised by counsel that there is a substantial risk of such result, the direction shall not be followed, but shall be varied by the Board so far as necessary to avoid such result, except that if a donor has clearly stated that compliance with the direction is a condition of such donation, then the donation shall not be accepted in case of such advice unless an appropriate judicial or administrative body first determines that the condition and direction need not be followed. Reasonable charges and expenses of counsel for such advice and proceedings shall be proper expenses of administration.
9.5. Changed Circumstances. Whenever the Board decides that conditions or circumstances are such or have so changed since a direction by the donor as to purpose, or as to manner of distribution or use, that literal compliance with the direction is unnecessary, undesirable, impractical or impossible, or the direction is not consistent with the Program's charitable purposes, it may, by affirmative vote of two-thirds (2/3 or 66%) of the directors, order such variance from the direction and such application of the whole or any part of the principal or income of the fund to other charitable purposes, as in its judgment will then more effectively serve such needs. Similarly, whenever the Board decides that a donor's directions as to investment or administration have because of changed circumstances or conditions or experience proved impractical or unreasonably onerous, and impedes effectual serving of such needs, the Board may likewise order a variance from such directions to the extent in its judgment is necessary.
9.6. Charitable Trusts. If a donation is made to the Program by means of any charitable trust or charitable trust instrument, the payments to or for the use of the Program shall be regarded as Program funds only when the Program becomes entitled to their use, but the Board may take such actions as it from time to time deems necessary to protect the Program's rights to receive such payments.
9.7. Board Determinations. The Board shall from time to time but not less frequently than quarterly:
A. Determine all distributions to be made from net income and principal of each fund pursuant to these Bylaws and any applicable donor's directions and make payments to organizations or persons to whom payments are to be made, in such amount and at such times and with such accompanying restrictions, if any, it deems necessary to assure use for the charitable purposes and in the manner intended.
B. Determine all disbursements to be made for administrative expenses incurred by the Board and direct the respective officers as to payment thereof and funds to be charged. Disbursements for proper administrative expenses incurred by the Board, including salaries for such professional and other assistance as it from time to time deems necessary, shall be directed to be paid as far as possible, first from any funds directed by the donor for such purpose, and any balance out of other Program funds.
9.8. Making of Distributions. The Board may, in furtherance of the Program's charitable purposes, when needs therefore have been determined, and with appropriate provisions to assure use solely for such purposes, direct distributions to such persons, organizations, governments or governmental agencies as in the opinion of the Board can best carry out such purposes or help create new qualified charitable organizations to carry out such purposes.
9.9. Distributions of Principal. Determinations may be made to distribute all or part of the principal from funds donated without directions as to principal or income, as well as pursuant to directions expressly permitting the use of principal. The Board shall in such circumstance inform the Treasurer of the Program, if any, as far in advance as the Board deems practicable so as to permit the investment manager to adjust its investment policies accordingly and may, upon being advised as to how the desired distribution and any necessary liquidation of investments can most economically be accomplished, adjust its directions for distribution accordingly.
ARTICLE X PROHIBITED ACTIVITIES
10.1. Actions Jeopardizing Tax Status. This Program shall not carry on any activities not permitted to be carried on by an organization exempt from federal income taxes under §501(c)(3) of the Internal Revenue Code of 1986, as amended, or the corresponding provision of any future United States internal revenue law.
10.2. Lobbying and Political Activities.
A. The Program shall not lobby (including the publishing or distribution of statements) or otherwise attempt to influence legislation except as authorized by a resolution adopted by the Board of Directors.
B. The Program shall not participate or intervene in (including the publishing or distribution of statements) any political or judicial campaign on behalf of any candidate for public office whatsoever.
10.3. Private Inurement. No part of the net income or net assets of the Program shall inure to the benefit of, or be distributable to, its directors, officers, members or other private persons. However, the Program is authorized to pay reasonable compensation for services actually rendered and to make payments and distributions in furtherance of its tax exempt purposes.
10.4. Non-Discrimination. In the conduct of all aspects of its activities, the Program shall not discriminate on the grounds of race, color, national origin or gender.
10.5. Income Distribution. The Program shall not engage in any act of self-dealing as defined in Internal Revenue Code §4941(d); the Program shall distribute its income for each taxable year at such time and in such manner as not to become subject to the tax on undistributed income imposed by Code §4942; the Program shall not own any excess business holdings that would subject it to tax under Code §4943; the Program shall not make any investments in such manner as to subject the Program to the tax imposed by Code §4944; and the Program shall not make any taxable expenditures as defined in Code §4945(d).
10.6. Conflicts of Interest. A conflict of interest occurs when a person under a duty to promote the interests of the Program (a "fiduciary") is in a position to promote a competing interest instead. Fiduciaries include all Program employees, directors or officers, and members of any committee. Undisclosed or unresolved conflicts of interest are a breach of the duty to act in the best interests of the Program and work to the detriment of the Program.
10.7. Typical Conflict Situations. Conflicts of interest are likely to arise whenever: a) a fiduciary has a personal interest in a vendor of goods or services to the Program; b) Program employees are loaned to other organizations, or the employees of another organization are loaned to this Program; c) Program fund raisers give financial advice to donors; or d) project funding requests are submitted by a potential or actual grant recipient with which a fiduciary is connected.
10.8. Discharging Conflicts of Interest. No director or officer of the Program shall be disqualified from holding any office by reason of any interest in any concern. A director or officer of the Program shall not be disqualified from dealing, either as vendor, purchaser or otherwise, or contracting or entering into any other transaction with any entity of which the fiduciary is an affiliate. No transaction of the Program shall be voidable by reason of the fact that any director or officer of the Program has an interest in the concern with which such transaction is entered into, provided:
A. The interest of such officer or director is fully disclosed to the Board.
B. Such transaction is duly approved by the Board not so interested or connected as being in the best interests of the organization.
C. Payments to the interested officer or director are reasonable and do not exceed fair market value.
D. No interested officer or director may vote or lobby on the matter or be counted in determining the existence of a quorum at the meeting at which such transaction may be authorized.
The minutes of meetings at which such votes are taken shall record such disclosure, abstention, and rationale for approval. When these are done, the conflict of interest has been properly discharged.
10.9. Litigation. The Program shall not be a voluntary party in any litigation without the prior written approval of the Board.
10.10. Program Leaders. Only voting members of the Program may lead Program meetings and other activities.
ARTICLE XI OTHER FINANCIAL MATTERS
11.1. Property of the Program. The title to all property of the Program, both real and personal, shall be vested in the Program.
11.2. Dedication of Assets. This Program does not contemplate pecuniary gain or profit to the members thereof except as provided by law under §501(c)(3) of the Internal Revenue Code of 1986, as amended from time to time. The property of this Program is irrevocably dedicated to tax exempt purposes under said §501(c)(3) as described herein and no part of the net income or assets of this organization shall ever inure to the benefit of any director, officer or member thereof or to the benefit of any private persons.
11.3. Disposition Upon Dissolution. Upon the dissolution of the Program, or in the event it shall cease to engage in carrying out the purposes and goals set forth in these Bylaws, all of the business, properties, assets and income of the Program remaining after payment, or provision for payment, of all debts and liabilities of this Program, shall be distributed to a nonprofit fund, foundation, or Program which is organized and operated exclusively for tax exempt purposes which are reasonably related to the purposes and goals of this Program, as may be determined by the Board in its sole discretion, and which has established its tax exempt status under §501(c)(3) of the Internal Revenue Code of 1986, as amended. In no event shall any of the business, properties, assets or income of this Program, in the event of dissolution thereof, be distributed to the directors, members or officers, either for the reimbursement of any sums subscribed, donated or contributed by the same, or for any other purposes.
11.4. Contracts. The Board may authorize any officer or agent to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Program. Such authority may be general or confined to a specific instance. No officer, agent, or employee shall have any authority to bind the Program by any contract or engagement, or to pledge its credit, or render it pecuniary liable for any purpose or to any amount unless so authorized by the Board. When the execution of any contract or other instrument has been authorized by the Board without specification of the executing officer, the President, either alone or with the Secretary or Treasurer, may execute the same in the name of, and on behalf of, the Program, and any such officer may affix the corporate seal (if any) of the Program thereto.
11.5. Voting Stock Owned by the Program. The Board may by resolution provide for the designation of the person who shall have full power and authority on behalf of the Program to vote either in person or by proxy at any meeting of the security holders of any Program or other entity in which this Program may hold voting stock or other securities, and may further provide that at any such meeting such person may possess and exercise all of the rights and powers incident to the ownership of such voting securities which, as the owner thereof, this Program might have possessed and exercised if present. The Board may revoke any such powers as granted at its pleasure.
11.6. Financial Accounts. The Program may establish one or more checking accounts, savings accounts or investment accounts with appropriate financial entities or institutions as determined in the discretion of the Board to hold, manage or disburse any funds for Program purposes. All checks, drafts or other orders for the payment of money, and all notes or other evidences of indebtedness issued in the name of the Program, shall be signed by such officer(s) of the Program, and in such manner, as is determined by the Board.
11.7. Appointment and Employment of Advisors. The Board may from time to time appoint, as advisors, persons whose advice, assistance and support may be deemed helpful in determining policies and formulating programs for carrying out the Program's purposes. The Board is authorized to employ such persons, including an executive officer, attorneys, accountants, agents and assistants as in its opinion are needed for the administration of the Program and to pay reasonable compensation for services and expenses thereof.
11.8. Auditing of Accounts. The accounts of each fund shall, without revealing the identity of any donor who directed anonymity at the time of the donation, be audited in accordance with generally accepted auditing practices by an independent auditor appointed or approved by the Board at such times as the Board may determine.
11.9. Financial Statements and Reports. A financial advisor appointed or approved by the Board shall at such time as the Board determines prepare for the Program as a whole a consolidated financial statement, including a statement of combined capital assets and liabilities, a statement of revenues, expenses and distributions, a list of projects and/or organizations to or for which funds were used or distributed for charitable purposes, and such other additional reports or information as may be ordered from time to time by the Board. The advisor shall also prepare such financial data as may be necessary for returns or reports required by state or federal government to be filed by the Program. The advisor's charges and expenses shall be proper expenses of administration.
11.10. Limitations on Debt. No debt shall be incurred by the Program beyond the accounts payable incurred by it as a result of its ordinary operating expenses, and no evidence of indebtedness shall be issued in the name of the Program unless authorized by the Board.
11.11. Liability of Directors and Officers. No director or officer of the Program shall be personally liable to its creditors or for any indebtedness or liability and any and all creditors shall look only to the Program's assets for payment. Further, neither any officer, the Board nor any of its individual members shall be liable for acts, neglects or defaults of an employee, agent or representative selected with reasonable care, nor for anything the same may do or refrain from doing in good faith, including the following of done in good faith: errors in judgment, acts done or committed on advice of counsel, or any mistakes of fact or law.
11.12. Liability of Members. No member of the Program shall be personally liable to its creditors or for any indebtedness or liability, and any and all creditors shall look only to the Program's assets for payment.
11.13. Property Interests upon Termination of Membership. Members have no interest in the property, assets or privileges of the Program. Cessation of membership shall operate as a release and assignment to the Program of all right, title and interest of any member, but shall not affect any indebtedness of the Program to such member.
11.14. Fiscal Year. The fiscal year of the Program shall be from each January 1 to each December 31.
ARTICLE XII INDEMNIFICATION
12.1. Indemnification. The Program shall, to the extent legally permissible, indemnify each person who may serve or who has served at any time as an officer or director of the Program against all expenses and liabilities, including, without limitation, counsel fees, judgments, fines, excise taxes, penalties and settlement payments, reasonably incurred by or imposed upon such person in connection with any threatened, pending or completed action, suit or proceeding in which he or she may become involved by reason of his or her service in such capacity; provided that no indemnification shall be provided for any such person with respect to any matter as to which he or she shall have been finally adjudicated in any proceeding not to have acted in good faith in the reasonable belief that such action was in the best interests of the Program; and further provided that any compromise or settlement payment shall be approved by a majority vote of a quorum of directors who are not at that time parties to the proceeding.
12.2. Indemnification of Employees and Agents of the Program. The Program may, to the extent authorized from time to time by the Board, grant rights to indemnification and to the advancement of expenses to any employee or agent of the Program to the fullest extent of the provisions of this Article with respect to the indemnification and advancement of expenses of any director or officer of the Program. The indemnification provided hereunder shall inure to the benefit of the heirs, executors and administrators of persons entitled to indemnification hereunder. The right of indemnification under this Article shall be in addition to and not exclusive of all other rights to which any person may be entitled.
12.3. Right to Indemnification. No amendment or repeal of the provisions of this Article which adversely affects the right of an indemnified officer, director, or employee under this Article shall apply to such officer, director, or employee with respect to those acts or omissions which occurred at any time prior to such amendment or repeal.
ARTICLE XIII ETHICS & CONDUCT
13.1 Code. The Program's Code of Ethics and Conduct ("Code") require directors, officers and employees to observe high standards of personal and business ethics in the conduct of their duties and responsibilities. Such attitudes as love, respect, honesty and integrity shall be exercised at all times in fulfilling the Program’s purpose, and responsibilities and comply with all applicable laws and regulations
13.2. Whistleblower. No director, officer or employee who in good faith reports a violation of the Code shall suffer harassment, retaliation or adverse employment consequence. An employee who retaliates against someone who has reported a violation in good faith is subject to discipline up to and including termination of employment. This No Retaliation Policy is intended to encourage and enable employees and others to raise serious concerns within the Program prior to seeking resolution outside the Program.
13.3. Document Retention. Electronic and hard-copy records critical to Program operations including, but not limited to, financial, fundraising, personnel, and legal functions, shall be maintained in compliance with existing state and federal requirements, and shall be securely destroyed after the retention period has expired.
ARTICLE XIV AMENDMENTS
14.1. Adoption. Except those items specified in these Bylaws as not being subject to amendment, if any, these Bylaws may be adopted, amended, restated or repealed by the Board of Directors subject to membership ratification, and shall be effective only upon such ratification. Membership ratification shall require the affirmative vote of at least two-thirds (2/3 or 66%) of the total number of voting members.
14.2. Inspection of Bylaws. The original or copy of these Bylaws, as amended or otherwise altered to date, certified by the Secretary, shall at all times be kept of the Program for the transaction of business, and shall be open to inspection by the members, officers and directors at all reasonable times during office hours.
14.3. Protection from Suit. If any part of this Article shall be found in any action, suit, or proceeding to be invalid or ineffective, the validity and the effectiveness of the remaining parts shall not be affected.
ARTICLE XV APPROVAL
Bylaws approved by the NPHOENIX Board of Directors on 1 January 2014.
11.1. Property of the Program. The title to all property of the Program, both real and personal, shall be vested in the Program.
11.2. Dedication of Assets. This Program does not contemplate pecuniary gain or profit to the members thereof except as provided by law under §501(c)(3) of the Internal Revenue Code of 1986, as amended from time to time. The property of this Program is irrevocably dedicated to tax exempt purposes under said §501(c)(3) as described herein and no part of the net income or assets of this organization shall ever inure to the benefit of any director, officer or member thereof or to the benefit of any private persons.
11.3. Disposition Upon Dissolution. Upon the dissolution of the Program, or in the event it shall cease to engage in carrying out the purposes and goals set forth in these Bylaws, all of the business, properties, assets and income of the Program remaining after payment, or provision for payment, of all debts and liabilities of this Program, shall be distributed to a nonprofit fund, foundation, or Program which is organized and operated exclusively for tax exempt purposes which are reasonably related to the purposes and goals of this Program, as may be determined by the Board in its sole discretion, and which has established its tax exempt status under §501(c)(3) of the Internal Revenue Code of 1986, as amended. In no event shall any of the business, properties, assets or income of this Program, in the event of dissolution thereof, be distributed to the directors, members or officers, either for the reimbursement of any sums subscribed, donated or contributed by the same, or for any other purposes.
11.4. Contracts. The Board may authorize any officer or agent to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Program. Such authority may be general or confined to a specific instance. No officer, agent, or employee shall have any authority to bind the Program by any contract or engagement, or to pledge its credit, or render it pecuniary liable for any purpose or to any amount unless so authorized by the Board. When the execution of any contract or other instrument has been authorized by the Board without specification of the executing officer, the President, either alone or with the Secretary or Treasurer, may execute the same in the name of, and on behalf of, the Program, and any such officer may affix the corporate seal (if any) of the Program thereto.
11.5. Voting Stock Owned by the Program. The Board may by resolution provide for the designation of the person who shall have full power and authority on behalf of the Program to vote either in person or by proxy at any meeting of the security holders of any Program or other entity in which this Program may hold voting stock or other securities, and may further provide that at any such meeting such person may possess and exercise all of the rights and powers incident to the ownership of such voting securities which, as the owner thereof, this Program might have possessed and exercised if present. The Board may revoke any such powers as granted at its pleasure.
11.6. Financial Accounts. The Program may establish one or more checking accounts, savings accounts or investment accounts with appropriate financial entities or institutions as determined in the discretion of the Board to hold, manage or disburse any funds for Program purposes. All checks, drafts or other orders for the payment of money, and all notes or other evidences of indebtedness issued in the name of the Program, shall be signed by such officer(s) of the Program, and in such manner, as is determined by the Board.
11.7. Appointment and Employment of Advisors. The Board may from time to time appoint, as advisors, persons whose advice, assistance and support may be deemed helpful in determining policies and formulating programs for carrying out the Program's purposes. The Board is authorized to employ such persons, including an executive officer, attorneys, accountants, agents and assistants as in its opinion are needed for the administration of the Program and to pay reasonable compensation for services and expenses thereof.
11.8. Auditing of Accounts. The accounts of each fund shall, without revealing the identity of any donor who directed anonymity at the time of the donation, be audited in accordance with generally accepted auditing practices by an independent auditor appointed or approved by the Board at such times as the Board may determine.
11.9. Financial Statements and Reports. A financial advisor appointed or approved by the Board shall at such time as the Board determines prepare for the Program as a whole a consolidated financial statement, including a statement of combined capital assets and liabilities, a statement of revenues, expenses and distributions, a list of projects and/or organizations to or for which funds were used or distributed for charitable purposes, and such other additional reports or information as may be ordered from time to time by the Board. The advisor shall also prepare such financial data as may be necessary for returns or reports required by state or federal government to be filed by the Program. The advisor's charges and expenses shall be proper expenses of administration.
11.10. Limitations on Debt. No debt shall be incurred by the Program beyond the accounts payable incurred by it as a result of its ordinary operating expenses, and no evidence of indebtedness shall be issued in the name of the Program unless authorized by the Board.
11.11. Liability of Directors and Officers. No director or officer of the Program shall be personally liable to its creditors or for any indebtedness or liability and any and all creditors shall look only to the Program's assets for payment. Further, neither any officer, the Board nor any of its individual members shall be liable for acts, neglects or defaults of an employee, agent or representative selected with reasonable care, nor for anything the same may do or refrain from doing in good faith, including the following of done in good faith: errors in judgment, acts done or committed on advice of counsel, or any mistakes of fact or law.
11.12. Liability of Members. No member of the Program shall be personally liable to its creditors or for any indebtedness or liability, and any and all creditors shall look only to the Program's assets for payment.
11.13. Property Interests upon Termination of Membership. Members have no interest in the property, assets or privileges of the Program. Cessation of membership shall operate as a release and assignment to the Program of all right, title and interest of any member, but shall not affect any indebtedness of the Program to such member.
11.14. Fiscal Year. The fiscal year of the Program shall be from each January 1 to each December 31.
ARTICLE XII INDEMNIFICATION
12.1. Indemnification. The Program shall, to the extent legally permissible, indemnify each person who may serve or who has served at any time as an officer or director of the Program against all expenses and liabilities, including, without limitation, counsel fees, judgments, fines, excise taxes, penalties and settlement payments, reasonably incurred by or imposed upon such person in connection with any threatened, pending or completed action, suit or proceeding in which he or she may become involved by reason of his or her service in such capacity; provided that no indemnification shall be provided for any such person with respect to any matter as to which he or she shall have been finally adjudicated in any proceeding not to have acted in good faith in the reasonable belief that such action was in the best interests of the Program; and further provided that any compromise or settlement payment shall be approved by a majority vote of a quorum of directors who are not at that time parties to the proceeding.
12.2. Indemnification of Employees and Agents of the Program. The Program may, to the extent authorized from time to time by the Board, grant rights to indemnification and to the advancement of expenses to any employee or agent of the Program to the fullest extent of the provisions of this Article with respect to the indemnification and advancement of expenses of any director or officer of the Program. The indemnification provided hereunder shall inure to the benefit of the heirs, executors and administrators of persons entitled to indemnification hereunder. The right of indemnification under this Article shall be in addition to and not exclusive of all other rights to which any person may be entitled.
12.3. Right to Indemnification. No amendment or repeal of the provisions of this Article which adversely affects the right of an indemnified officer, director, or employee under this Article shall apply to such officer, director, or employee with respect to those acts or omissions which occurred at any time prior to such amendment or repeal.
ARTICLE XIII ETHICS & CONDUCT
13.1 Code. The Program's Code of Ethics and Conduct ("Code") require directors, officers and employees to observe high standards of personal and business ethics in the conduct of their duties and responsibilities. Such attitudes as love, respect, honesty and integrity shall be exercised at all times in fulfilling the Program’s purpose, and responsibilities and comply with all applicable laws and regulations
13.2. Whistleblower. No director, officer or employee who in good faith reports a violation of the Code shall suffer harassment, retaliation or adverse employment consequence. An employee who retaliates against someone who has reported a violation in good faith is subject to discipline up to and including termination of employment. This No Retaliation Policy is intended to encourage and enable employees and others to raise serious concerns within the Program prior to seeking resolution outside the Program.
13.3. Document Retention. Electronic and hard-copy records critical to Program operations including, but not limited to, financial, fundraising, personnel, and legal functions, shall be maintained in compliance with existing state and federal requirements, and shall be securely destroyed after the retention period has expired.
ARTICLE XIV AMENDMENTS
14.1. Adoption. Except those items specified in these Bylaws as not being subject to amendment, if any, these Bylaws may be adopted, amended, restated or repealed by the Board of Directors subject to membership ratification, and shall be effective only upon such ratification. Membership ratification shall require the affirmative vote of at least two-thirds (2/3 or 66%) of the total number of voting members.
14.2. Inspection of Bylaws. The original or copy of these Bylaws, as amended or otherwise altered to date, certified by the Secretary, shall at all times be kept of the Program for the transaction of business, and shall be open to inspection by the members, officers and directors at all reasonable times during office hours.
14.3. Protection from Suit. If any part of this Article shall be found in any action, suit, or proceeding to be invalid or ineffective, the validity and the effectiveness of the remaining parts shall not be affected.
ARTICLE XV APPROVAL
Bylaws approved by the NPHOENIX Board of Directors on 1 January 2014.