ARTICLE 1
OFFICERS
SECTION 1. PRINCIPAL OFFICE
The principal
office of the corporation is located in Gallatin County, State of Montana.
SECTION 2. CHANGE OF ADDRESS
The designation of
the county or state of the corporation's principal office may be changed by
amendment of these Bylaws. The Trustees Council may change the principal office
from one location to another by noting the changed address and effective date
below, and such changes of address shall not be deemed, nor require, an
amendment of these Bylaws:
____________________ Dated: ________, 19__
____________________ Dated: ________, 19__
SECTION 3. OTHER OFFICES
The corporation may
also have offices at such other places, within or without its state of
incorporation, where it is qualified to do business, as its business and
activities may require, and as the Trustees Council may, from time to time,
designate.
ARTICLE 2
NONPROFIT PURPOSES
SECTION 1. IRC SECTION 501(c)(3) PURPOSES
This corporation is
organized exclusively for one or more of the purposes as specified in Section
501(c)(3) of the Internal Revenue Code, including, for such purposes, the
making of distributions to organizations that qualify as exempt organizations
under Section 501(c)(3) of the Internal Revenue Code.
Section 2. SPECIFIC OBJECTIVES AND PURPOSES
The specific
objectives and purposes of this corporation shall be: all those explicated in
our recorded Articles of Incorporation, 501(c)3 filing and attached documents.
ARTICLE 3
TRUSTEES
SECTION 1. NUMBER
"The
Corporation shall have 5 (five) to 9 (nine) Trustees and collectively they
shall be known as the Trustee Council."
SECTION 2. QUALIFICATIONS
Trustees shall be
of the age of majority in this state. Other qualifications for Trustees of this
corporation shall be as follows: None
SECTION 3. POWERS
Subject to the
provisions of the laws of this state and any limitations in the Articles of
Incorporation and these Bylaws relating to action required or permitted to be
taken or approved by the members, if any, of this corporation, the activities
and affairs of this corporation shall be conducted and all corporate powers
shall be exercised by or under the direction of the Trustees Council.
SECTION 4. DUTIES
It shall be the
duty of the Trustees Council to:
(a) Perform any and
all duties imposed on them collectively or individually by law, by the Articles
of Incorporation, or by these Bylaws;
(b) Appoint and
remove, employ and discharge, and, except as otherwise provided in these
Bylaws, prescribe the duties and fix the compensation, if any, of all officers,
agents and employees of the corporation;
(c) Supervise all
officers, agents and employees of the corporation to assure that their duties
are performed properly;
(d) Meet at such
times and places as required by these Bylaws;
(e) Register their
addresses with the Secretary of the corporation, and notices of meetings mailed
or telegraphed to them at such addresses shall be valid notice thereof.
SECTION 5. TERM OF OFFICE
Each director shall
hold office for a period of two years and until his or her successor is elected
and qualifies. Terms are renewable.
SECTION 6. COMPENSATION
Trustees shall
serve without compensation except that a reasonable fee may be paid to Trustees
for attending regular and special meetings of the Council. In addition, they
shall be allowed reasonable advancement or reimbursement of expenses incurred
in the performance of their duties.
SECTION 7. PLACE OF MEETINGS
Meetings shall be
held at the principal office of the corporation unless otherwise provided by
the Council or at such other place as may be designated from time to time by
resolution of the Trustees Council.
SECTION 8. REGULAR MEETINGS
Regular meetings of
Trustees shall be held at least once a year and at their discretion.
If this corporation
makes no provision for members, then, at the regular meeting of Trustees held
every other year, Trustees shall be elected by the Trustees Council. Voting for
the election of Trustees shall be by modified consensus. Each director shall
cast one vote per candidate, and may vote for as many candidates as the number
of candidates to be elected to the Council. If a consensus is not reached on
the first show of hands the Trustees shall dance and vote again. If a consensus
is still not met, they will meet with a facilitator, dance and vote again. If a
consensus is still not met, they will dance, take a final vote, which shall be
held binding majority win, and dance again.
Consensus’ means unanimous agreement among all those eligible to render
the decision
SECTION 9. SPECIAL MEETINGS
Special meetings of
the Trustees Council may be called by the Chairperson of the Council, the
Chair, the Vice Chair, the Secretary, by any two Trustees, or, if different, by
the persons specifically authorized under the laws of this state to call
special meetings of the Council. Such meetings shall be held at the place
designated by the person or persons calling the special meeting.
SECTION 10. NOTICE OF MEETINGS
Unless otherwise
provided by the Articles of Incorporation, these Bylaws, or provisions of law,
the following provisions shall govern the giving of notice for meetings of the
Trustees Council:
(a) Regular
Meetings. No notice need be given of any regular meeting of the Trustees
Council.
(b) Special
Meetings. At least one week prior notice shall be given by the Secretary of
the corporation to each director of each special meeting of the Council. Such
notice may be oral or written, may be given personally, by first class mail, by
telephone, by email or by facsimile machine, and shall state the place, date
and time of the meeting and the matters proposed to be acted upon at the
meeting. In the case of facsimile notification, the director to be contacted
shall acknowledge personal receipt of the facsimile notice by a return message
or telephone call within twenty four hours of the first facsimile transmission.
(c) Waiver of
Notice. Whenever any notice of a meeting is required to be given to any
director of this corporation under provisions of the Articles of Incorporation,
these Bylaws, or the law of this state, a waiver of notice in writing signed by
the director, whether before or after the time of the meeting, shall be
equivalent to the giving of such notice.
SECTION 11. QUORUM FOR MEETINGS
A quorum shall
consist of three-fifths (3/5) of the members of the Trustee Council.
Except as otherwise
provided under the Articles of Incorporation, these Bylaws, or provisions of
law, no business shall be considered by the Council at any meeting at which the
required quorum is not present, and the only motion which the Chair shall
entertain at such meeting is a motion to adjourn.
SECTION 12. MAJORITY ACTION AS COUNCIL ACTION
Every act or
decision done or made by a modified consensus of the Trustees present at a
meeting duly held at which a quorum is present is the act of the Trustees
Council, unless the Articles of Incorporation, these Bylaws, or provisions of
law require a greater percentage or different voting rules for approval of a
matter by the Council. Modified consensus is described as follows: If the board
of trustees does not come to consensus on a decision they are required to dance
and try to sort it out. If they still can’t come to agreement they will use a
facilitated process, dance and try to sort it out. If they still fail to come to
a decision, the decision is made by vote and passes by a simple majority.
SECTION 13. CONDUCT OF MEETINGS
Meetings of the
Trustees Council shall be presided over by the Chairperson of the Council, or,
if no such person has been so designated or, in his or her absence, the Chair
of the corporation or, in his or her absence, by the Vice Chair of the
corporation or, in the absence of each of these persons, by a Chairperson
chosen by a majority of the Trustees present at the meeting. The Secretary of
the corporation shall act as secretary of all meetings of the Council, provided
that, in his or her absence, the presiding officer shall appoint another person
to act as Secretary of the Meeting.
Meetings shall be
governed by the modified consensus model, insofar as such rules are not
inconsistent with or in conflict with the Articles of Incorporation, these
Bylaws, or with provisions of law.
SECTION 14. VACANCIES
Vacancies on the
Trustees Council shall exist (1) on the death, resignation or removal of any
director, and (2) whenever the number of authorized Trustees is increased.
Any director may
resign effective upon giving written notice to the Chairperson of the Council,
the Chair, the Secretary, or the Trustees Council, unless the notice specifies
a later time for the effectiveness of such resignation. No director may resign
if the corporation would then be left without a duly elected director or
Trustees in charge of its affairs, except upon notice to the Office of the
Attorney General or other appropriate agency of this state.
Trustees may be
removed from office, with or without cause, as permitted by and in accordance
with the laws of this state.
Unless otherwise
prohibited by the Articles of Incorporation, these Bylaws or provisions of law,
vacancies on the Council may be filled by approval of the Trustees Council. If
the number of Trustees then in office is less than a quorum, a vacancy on the
Council may be filled by approval of a majority of the Trustees then in office
or by a sole remaining director. A person elected to fill a vacancy on the
Council shall hold office until the next election of the Trustees Council or
until his or her death, resignation or removal from office.
SECTION 15. NONLIABILITY OF TRUSTEES
The Trustees shall
not be personally liable for the debts, liabilities, or other obligations of
the corporation.
SECTION 16.INDEMNIFICATION BY CORPORATION OF
TRUSTEES AND OFFICERS
The Trustees and
officers of the corporation shall be indemnified by the corporation to the
fullest extent permissible under the laws of this state.
SECTION 17. INSURANCE FOR CORPORATE AGENTS
Except as may be
otherwise provided under provisions of law, the Trustees Council may adopt a
resolution authorizing the purchase and maintenance of insurance on behalf of
any agent of the corporation (including a director, officer, employee or other
agent of the corporation) against liabilities asserted against or incurred by
the agent in such capacity or arising out of the agent's status as such,
whether or not the corporation would have the power to indemnify the agent
against such liability under the Articles of Incorporation, these Bylaws or
provisions of law.
ARTICLE 4
OFFICERS
SECTION 1. DESIGNATION OF OFFICERS
The officers of the
corporation shall be a Chair of the Trustee Council, a Vice Chair and a
Treasurer.
SECTION 2. QUALIFICATIONS
Any Trustee Council
member may serve as an officer of this corporation.
SECTION 3. ELECTION AND TERM OF OFFICE
Officers shall be elected by the Trustee Council for terms of two years or until he/she resigns or is removed or is otherwise disqualified to serve, or until his/her successor shall be elected and qualified, whichever occurs first.
SECTION 4. REMOVAL AND RESIGNATION
The Trustee Council may remove any officer or Executive Director, with cause, at any time. Any officer may resign at any time by giving written notice to the Trustees Council or to the Chair or Executive Director of the corporation. Any such resignation shall take effect at the date of receipt of such notice or at any later date specified therein, and unless specified therein, the acceptance of such resignation shall not be necessary to make it effective. The above provisions of this Section shall be superceded by any conflicting terms of a contract that has been approved by the Trustee Council relating to the employment of any officer of the corporation.
SECTION 5. VACANCIES
Any vacancy caused
by the death, resignation, removal, disqualification, or otherwise, of any
officer shall be filled by the Trustees Council. In the event of a vacancy in
any office other than that of Chair, such vacancy may be filled temporarily by
appointment by the Chair until such time as the Council shall fill the vacancy.
Vacancies occurring in offices of officers appointed at the discretion of the
Council may or may not be filled, as the Council shall determine.
SECTION 6. DUTIES OF CHAIR OF TRUSTEE COUNCIL
The Chair shall be the chief executive officer of the corporation and shall, subject to the direction of the Trustee Council, supervise and direct the affairs of the corporation in cooperation with the Executive Director. He/She shall perform all duties incident to this office and such other duties as may be required by law, by the Articles of Incorporation, or by these Bylaws, or which may be prescribed from time to time by the Trustee Council. The Chair shall preside at all meetings of the Trustee Council or delegate this duty to qualified persons. In the event that the Executive Director is incapacitated, the Chair will fulfill the duties of said position until a suitable replacement is found. The Executive Director reports directly to the Chair and the Chair serves as a liaison between the TC and the ED in matters of hiring, dismissal and/or disciplinary action. Except as otherwise expressly provide by law, by the Articles of Incorporation, or by these Bylaws, he/she shall, in the name of the corporation, execute such deeds, mortgages, bonds, contracts, checks, or other instruments that may from time to time be authorized by the Trustee Council.
SECTION 7. DUTIES OF VICE CHAIR OF TRUSTEE COUNCIL
In the absence of
the Chair, or in the event of his or her inability or refusal to act, the Vice
Chair shall perform all the duties of the Chair, and when so acting shall have
all the powers of, and be subject to all the restrictions on, the Chair. The
Vice Chair shall have other powers and perform such other duties as may be
prescribed by law, by the Articles of Incorporation, or by these Bylaws, or as
may be prescribed by the Trustees Council.
SECTION 8. DUTIES OF SECRETARY
The duties of the
Secretary shall be performed by staff.
These duties are:
Certify and keep at
the principal office of the corporation the original, or a copy, of these
Bylaws as amended or otherwise altered to date.
Keep at the
principal office of the corporation or at such other place as the Council may
determine, a book of minutes of all meetings of the Trustees, and, if
applicable, meetings of committees of Trustees and of members, recording
therein the time and place of holding, whether regular or special, how called,
how notice thereof was given, the names of those present or represented at the
meeting, and the proceedings thereof.
See that all
notices are duly given in accordance with the provisions of these Bylaws or as
required by law.
Be custodian of the
records and of the seal of the corporation and affix the seal, as authorized by
law or the provisions of these Bylaws, to duly executed documents of the
corporation.
Keep at the
principal office of the corporation a membership book containing the name and
address of each and any members, and, in the case where any membership has been
terminated, he or she shall record such fact in the membership book together
with the date on which such membership ceased.
Exhibit at all reasonable
times to any director of the corporation, or to his or her agent or attorney,
on request therefor, the Bylaws, the membership book, and the minutes of the
proceedings of the Trustees of the corporation.
In general, perform
all duties incident to the office of Secretary and such other duties as may be
required by law, by the Articles of Incorporation, or by these Bylaws, or which
may be assigned to him or her from time to time by the Trustees Council.
SECTION 9. DUTIES OF TREASURER
The Treasurer shall:
Have charge and
custody of, and be responsible for, all funds and securities of the
corporation, and deposit all such funds in the name of the corporation in such
banks, trust companies, or other depositories as shall be selected by the
Trustees Council.
Receive, and give
receipt for, monies due and payable to the corporation from any source
whatsoever.
Disburse, or cause
to be disbursed, the funds of the corporation as may be directed by the
Trustees Council, taking proper vouchers for such disbursements.
Keep and maintain
adequate and correct accounts of the corporation's properties and business
transactions, including accounts of its assets, liabilities, receipts,
disbursements, gains and losses.
Exhibit at all
reasonable times the books of account and financial records to any director of
the corporation, or to his or her agent or attorney, on request therefor.
Render to the Chair
and Trustees, whenever requested, an account of any or all of his or her
transactions as Treasurer and of the financial condition of the corporation.
Prepare, or cause
to be prepared, and certify, or cause to be certified, the financial statements
to be included in any required reports.
In general, perform
all duties incident to the office of Treasurer and such other duties as may be
required by law, by the Articles of Incorporation of the corporation, or by
these Bylaws, or which may be assigned to him or her from time to time by the
Trustees Council.
SECTION 10. COMPENSATION
The salaries of the
officers, if any, shall be fixed from time to time by resolution of the
Trustees Council. In all cases, any salaries received by officers of this
corporation shall be reasonable and given in return for services actually
rendered to or for the corporation.
ARTICLE 5
COMMITTEES
SECTION 1. EXECUTIVE COMMITTEE
The Trustees
Council may, by a majority vote of its members, designate an Executive
Committee consisting of two Council members and may delegate to such committee
the powers and authority of the Council in the management of the business and
affairs of the corporation, to the extent permitted, and except as may
otherwise be provided, by provisions of law.
By a majority vote
of its members, the Council may at any time revoke or modify any or all of the
Executive Committee authority so delegated, increase or decrease but not below
two (2) the number of the members of the Executive Committee, and fill
vacancies on the Executive Committee from the members of the Council. The
Executive Committee shall keep regular minutes of its proceedings, cause them
to be filed with the corporate records, and report the same to the Council from
time to time as the Council may require.
SECTION 2. OTHER COMMITTEES
The corporation
shall have such other committees as may from time to time be designated by resolution
of the Trustees Council. These committees may consist of persons who are not
also members of the Council and shall act in an advisory capacity to the
Council.
SECTION 3. MEETINGS AND ACTION OF COMMITTEES
Meetings and action
of committees shall be governed by, noticed, held and taken in accordance with
the provisions of these Bylaws concerning meetings of the Trustees Council,
with such changes in the context of such Bylaw provisions as are necessary to
substitute the committee and its members for the Trustees Council and its
members, except that the time for regular and special meetings of committees
may be fixed by resolution of the Trustees Council or by the committee. The
Trustees Council may also adopt rules and regulations pertaining to the conduct
of meetings of committees to the extent that such rules and regulations are not
inconsistent with the provisions of these Bylaws.
ARTICLE 6
EXECUTION OF INSTRUMENTS, DEPOSITS AND FUNDS
SECTION 1. EXECUTION OF INSTRUMENTS
The Trustees
Council, except as otherwise provided in these Bylaws, may by resolution
authorize any officer or agent of the corporation to enter into any contract or
execute and deliver any instrument in the name of and on behalf of the
corporation, and such authority may be general or confined to specific
instances. Unless so authorized, no officer, agent, or employee shall have any
power or authority to bind the corporation by any contract or engagement or to
pledge its credit or to render it liable monetarily for any purpose or in any
amount.
SECTION 2. CHECKS AND NOTES
Except as otherwise
specifically determined by resolution of the Trustees Council, or as otherwise
required by law, checks, drafts, promissory notes, orders for the payment of
money, and other evidence of indebtedness of the corporation shall be signed by
the Chair of the corporation.
SECTION 3. DEPOSITS
All funds of the
corporation shall be deposited from time to time to the credit of the
corporation in such banks, trust companies, or other depositories as the
Trustees Council may select.
SECTION 4. GIFTS
The Trustees
Council may accept on behalf of the corporation any contribution, gift,
bequest, or devise for the nonprofit purposes of this corporation.
ARTICLE 7
CORPORATE RECORDS, REPORTS AND SEAL
SECTION 1. MAINTENANCE OF CORPORATE RECORDS
The corporation
shall keep at its principal office:
(a) Minutes of all
meetings of Trustees, committees of the Council and, if this corporation has
members, of all meetings of members, indicating the time and place of holding
such meetings, whether regular or special, how called, the notice given, and
the names of those present and the proceedings thereof;
(b) Adequate and
correct books and records of account, including accounts of its properties and
business transactions and accounts of its assets, liabilities, receipts,
disbursements, gains and losses;
(c) A record of its
members, if any, indicating their names and addresses and, if applicable, the
class of membership held by each member and the termination date of any
membership;
(d) A copy of the
corporation's Articles of Incorporation and Bylaws as amended to date, which
shall be open to inspection by the members, if any, of the corporation at all
reasonable times during office hours.
SECTION 2. CORPORATE SEAL
The Trustees Council
may adopt, use, and at will alter, a corporate seal. Such seal shall be kept at
the principal office of the corporation. Failure to affix the seal to corporate
instruments, however, shall not affect the validity of any such instrument.
SECTION 3. TRUSTEES' INSPECTION RIGHTS
Every director
shall have the absolute right at any reasonable time to inspect and copy all
books, records and documents of every kind and to inspect the physical
properties of the corporation and shall have such other rights to inspect the
books, records and properties of this corporation as may be required under the
Articles of Incorporation, other provisions of these Bylaws, and provisions of
law.
SECTION 4. MEMBERS' INSPECTION RIGHTS
If this corporation
has any members, then each and every member shall have the following inspection
rights, for a purpose reasonably related to such person's interest as a member:
(a) To inspect and
copy the record of all members' names, addresses and voting rights, at
reasonable times, upon written demand on the Secretary of the corporation,
which demand shall state the purpose for which the inspection rights are
requested.
(b) To obtain from
the Secretary of the corporation, upon written demand on, and payment of a
reasonable charge to, the Secretary of the corporation, a list of the names,
addresses and voting rights of those members entitled to vote for the election
of Trustees as of the most recent record date for which the list has been
compiled or as of the date specified by the member subsequent to the date of
demand. The demand shall state the purpose for which the list is requested. The
membership list shall be made within a reasonable time after the demand is
received by the Secretary of the corporation or after the date specified
therein as of which the list is to be compiled.
(c) To inspect at
any reasonable time the books, records, or minutes of proceedings of the
members or of the Council or committees of the Council, upon written demand on
the Secretary of the corporation by the member, for a purpose reasonably
related to such person's interests as a member.
Members shall have
such other rights to inspect the books, records and properties of this
corporation as may be required under the Articles of Incorporation, other
provisions of these Bylaws, and provisions of law.
SECTION 5. RIGHT TO COPY AND MAKE EXTRACTS
Any inspection
under the provisions of this Article may be made in person or by agent or
attorney and the right to inspection shall include the right to copy and make
extracts.
SECTION 6. PERIODIC REPORT
The Council shall
cause any annual or periodic report required under law to be prepared and
delivered to an office of this state or to the members, if any, of this
corporation, to be so prepared and delivered within the time limits set by law.
ARTICLE 8
IRC 501(c)(3) TAX EXEMPTION PROVISIONS
SECTION 1. LIMITATIONS ON ACTIVITIES
No substantial part
of the activities of this corporation shall be the carrying on of propaganda,
or otherwise attempting to influence legislation [except as otherwise provided
by Section 501(h) of the Internal Revenue Code], and this corporation shall not
participate in, or intervene in (including the publishing or distribution of
statements), any political campaign on behalf of, or in opposition to, any
candidate for public office.
Notwithstanding any
other provisions of these Bylaws, this corporation shall not carry on any
activities not permitted to be carried on (a) by a corporation exempt from
federal income tax under Section 501(c)(3) of the Internal Revenue Code, or (b)
by a corporation, contributions to which are deductible under Section 170(c)(2)
of the Internal Revenue Code.
SECTION 2. PROHIBITION AGAINST PRIVATE INUREMENT
No part of the net
earnings of this corporation shall inure to the benefit of, or be distributable
to, its members, Trustees or trustees, officers, or other private persons,
except that the corporation shall be authorized and empowered to pay reasonable
compensation for services rendered and to make payments and distributions in
furtherance of the purposes of this corporation.
SECTION 3. DISTRIBUTION OF ASSETS
Upon the
dissolution of this corporation, its assets remaining after payment, or
provision for payment, of all debts and liabilities of this corporation shall
be distributed for one or more exempt purposes within the meaning of Section
510(c)(3) of the Internal Revenue Code or shall be distributed to the federal
government, or to a state or local government, for a public purpose. Such
distribution shall be made in accordance with all applicable provisions of the
laws of this state.
SECTION 4. PRIVATE FOUNDATION REQUIREMENTS AND
RESTRICTIONS
In any taxable year
in which this corporation is a private foundation as described in Section
509(a) of the Internal Revenue Code, the corporation 1) shall distribute its
income for said period at such time and manner as not to subject it to tax
under Section 4942 of the Internal Revenue Code; 2) shall not engage in any act
of self-dealing as defined in Section 4941(d) of the Internal Revenue Code; 3)
shall not retain any excess business holdings as defined in Section 4943(c) of
the Internal Revenue Code; 4) shall not make any investments in such manner as
to subject the corporation to tax under Section 4944 of the Internal Revenue
Code; and 5) shall not make any taxable expenditures as defined in Section
4945(d) of the Internal Revenue Code.
ARTICLE 9
AMENDMENT OF BYLAWS
SECTION 1. AMENDMENT
Subject to the
power of the members, if any, of this corporation to adopt, amend or repeal the
Bylaws of this corporation and except as may otherwise be specified under
provisions of law, these Bylaws, or any of them, may be altered, amended, or
repealed and new Bylaws adopted by approval of the Trustees Council.
ARTICLE 10
CONSTRUCTION AND TERMS
If there is any conflict
between the provisions of these Bylaws and the Articles of Incorporation of
this corporation, the provisions of the Articles of Incorporation shall govern.
Should any of the
provisions or portions of these Bylaws be held unenforceable or invalid for any
reason, the remaining provisions and portions of these Bylaws shall be
unaffected by such holding.
All references in
these Bylaws to the Articles of Incorporation shall be to the Articles of
Incorporation, Articles of Organization, Certificate of Incorporation,
Organizational Charter, Corporate Charter, or other founding document of this
corporation filed with an office of this state and used to establish the legal
existence of this corporation.
All references in
these Bylaws to a section or sections of the Internal Revenue Code shall be to
such sections of the Internal Revenue Code of 1986 as amended from time to
time, or to corresponding provisions of any future federal tax code.
ADOPTION OF BYLAWS
We, the
undersigned, are all of the initial Trustees or incorporators of this
corporation, and we consent to, and hereby do, adopt the foregoing Bylaws,
consisting of 15 (fifteen) preceding pages, as the Bylaws of this corporation.
Dated: __________
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