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.
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.
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.† Consensusí 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 canít 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.
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.
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.
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.
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.
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.
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.
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.