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policies:bylaws [2016/01/07 17:47]
Geoff Nicholson [Section 4. Duties] 		policies:bylaws [2016/01/07 17:51]
Geoff Nicholson [Section 3. Distribution of Assets]
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   - Execute fiduciary responsibilities of the corporation as presented by the officers and directors.   - Execute fiduciary responsibilities of the corporation as presented by the officers and directors.
 ==== Section 5. Term of Office ==== ==== Section 5. Term of Office ====
-Each year, one half of the authorized number of directors shall be elected to serve on the board of directors for a two-year term as governed by the Election Policy (Appendix B). Each director shall hold office until his or her successor is elected and qualified.+Each year, one half of the authorized number of directors shall be elected to serve on the board of directors for a two-year term as governed by the Election Policy ([[policies:election_policy|Appendix B]]). Each director shall hold office until his or her successor is elected and qualified.
  
 If, at a meeting for the election of directors, more than one group of initial board members is elected to serve for a first staggered term of office, then the secretary of the corporation shall assign each director to a numbered group and shall make a chance selection between or among the numbered groups (by selecting among other lots or by some other chance selection procedure).  The group corresponding to the number so chosen shall be subject to election to a staggered term at the meeting. If, at a meeting for the election of directors, more than one group of initial board members is elected to serve for a first staggered term of office, then the secretary of the corporation shall assign each director to a numbered group and shall make a chance selection between or among the numbered groups (by selecting among other lots or by some other chance selection procedure).  The group corresponding to the number so chosen shall be subject to election to a staggered term at the meeting.
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 ==== Section 10. Notice of Meetings ==== ==== 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 board of directors: 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 board of directors:
-a.    Regular Meetings. No notice need be given of any regular meeting of the board of directors. +  - Regular Meetings. No notice need be given of any regular meeting of the board of directors. 
-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 board. Such notice may be oral or written, may be given personally, by first class mail, by telephone, 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 or email notification, the director to be contacted shall acknowledge personal receipt of the email or  facsimile notice by a return message or telephone call within twenty-four hours of the first notification. +  - 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 board. Such notice may be oral or written, may be given personally, by first class mail, by telephone, 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 or email notification, the director to be contacted shall acknowledge personal receipt of the email or  facsimile notice by a return message or telephone call within twenty-four hours of the first notification. 
-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.+  -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 ==== ==== Section 11. Quorum for Meetings ====
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 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. 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.+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 <nowiki>501(c)(3)</nowiki> of the Internal Revenue Code, or (b) by a corporation, contributions to which are deductible under Section <nowiki>170(c)(2)</nowiki> of the Internal Revenue Code.
  
 ==== Section 2. Prohibition Against Private Inurement ==== ==== Section 2. Prohibition Against Private Inurement ====
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 ==== Section 3. Distribution of Assets ==== ==== 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 501.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.+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 <nowiki>501(c)3</nowiki> 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 ==== ==== Section 4. Private Foundation Requirements and Restrictions ====