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BYLAWS OF

The Federalist Coalition, Inc.

 

ARTICLE 1

NAME AND LOCATION

 

1.1.  The name of this corporation, which is a nonprofit corporation organized under the Nonprofit Corporation Act of the State of Wyoming, is The Federalist Coalition, Inc. (hereinafter “Coalition”).

 

1.2.  The principal office of this Coalition shall be situated in the State of Wyoming at such specific location as the Board of Directors shall determine from time to time.  The Coalition may also have such other offices as the Board of Directors determines from time to time.

 

ARTICLE 2

PURPOSE

 

2.1.  General Purpose.  This organization is a nonprofit public benefit corporation and is not organized for the private gain of any person. The Specific Purposes for which this corporation is organized include, but are not limited to:

 

  1. Educating the American people on the basis and importance of federalism as a governing philosophy.

 

  1. Advocating for the repeal of laws that throw off the necessary balance between state and federal power or are outright unconstitutional.

 

  1. Encouraging Americans take pride in themselves, their work, their communities, and their country.

 

2.2. Public Policy Positions.  The Principles are further translated to policy in Coalition Public Policy Positions.

 

ARTICLE 3

MEMBERSHIP

 

3.1.  Membership.  The Coalition shall have three classes of membership: general membership, Councilors, and Directors. No members other than the persons elected or appointed as members of the Board of Directors, shall be considered to be the members of the Coalition for the purposes of any statutory provision or rule of law relating to members of a non-stock nonprofit corporation.

 

3.2.  General membership.  General membership is open to any United States citizen who have certified, in writing, that they support the overall principles of the Coalition as articulated in the Purpose.

 

  1. The Board of Directors may offer life memberships, and must honor all prior and future life Memberships.
  2. The Board of Directors may create other levels of membership and shall determine the contribution or dues levels for such memberships.
  3. General members shall be eligible to participate in activities of the Coalition immediately after the application for membership is accepted by the Board of Directors or their designee.
  4. These activities include serving on Coalition committees and taskforces but may not serve as chair.
  5. General members shall be eligible to participate in Coalition elections for Councilors after twelve months of consecutive membership. This requirement will be waived for the first elections.

 

3.4   Board of Directors. The Board of Directors shall be considered to be the Members of the Coalition for the purposes of any statutory provision or rule of law relating to Members of a non-stock nonprofit corporation.

 

3.3.  Place of Meetings.  Meetings of the member shall be held either at the principal office of the corporation or at any place within or without the State of Wyoming which may be designated either by the Board, by notice given either before or after the meeting and filed with the Secretary. Meetings may be held via electronic media, telephone or in person.

 

3.4.  Regular Meetings.

  1. a) A regular meeting of the Board of Directors shall be held annually on such date and at such time as may be fixed by the Board. Any other proper business may be transacted at the meeting.
  2. b) A regular meeting of all members (General, Councilors and Board) shall also be held annually on such date and at such time as may be fixed by the Board.
  3. c) The Council shall meet periodically in a time and manner at Council discretion but must meet on September 17th at least every year on odd years to hold an election for the expiring Director terms. The most proximate weekend to September 17th may be used for the meeting date at the Council’s discretion. The Chair may call meetings or meetings can be held at request of the simple majority of Councilors.

 

3.5.  Special Meetings.  Special meetings of the member may be called by the Board, the Chairman of the Board, the President, or majority of the Councilors.  The Board shall expeditiously set a reasonable time and place for the meeting and the officers forthwith shall cause notice to be given to the member of the time and place for the meeting.

 

 

3.6.  Notice of Regular or Special Meetings.  Notice of each regular or special meeting shall be given in accordance with the Wyoming Nonprofit Corporation Act.  The notice of any special meeting shall, in addition to stating the place and date and time thereof, state the purpose or purposes thereof.  The general nature of any proposal requiring member approval under any of the provisions of the Wyoming Nonprofit Corporation Act shall be stated in the notice of any meeting, regular or special, where such a proposal is to be considered.

 

3.7.  Manner of Acting.  The Board of Directors may act by any means authorized by its Articles of Incorporation or Bylaws. Unless otherwise stated, action of the Board is by simple majority of the Board.  Quorum will be a 3/5 majority of The Board, excluding unfilled vacancies.

 

3.8.  Powers of the Board of Directors to Review and Approve Actions of the Coalition. The Board of Directors shall have the power to adopt and implement resolutions for the review and approval of certain activities and reports of the Coalition.  The specific activities and reports to be reviewed and/or approved and the manner and scope of such review shall be set out in such resolutions.

ARTICLE 4

DIRECTORS

 

4.1.  Powers.  Subject to any limitations of the Articles of Incorporation, the Wyoming Nonprofit Corporation Act or these Bylaws, all corporate powers shall be exercised by, or under the authority of, and the business and affairs of the Coalition shall be controlled by the Board of Directors.  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:

 

  1. To elect and remove all officers of the Coalition 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.

 

  1. To conduct, manage and control the affairs of the Coalition, and to make such rules and regulations therefor, not inconsistent with law, or with the Articles of Incorporation, or the Bylaws, as they may deem best

 

  1. To designate any place for the holding of any Board of Directors meeting, to change the principal office of the Coalition 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.

 

 

  1. To borrow money and incur indebtedness for the purpose of the Coalition and to cause to be executed and delivered therefor, in the Coalition’s name, promissory notes, bonds, debentures, deeds of trust, mortgages, pledges, hypothecations or other evidences of debt, and securities thereof.

 

  1. To manage in such manner as they may deem best, all funds and property, real and personal, received and acquired by the Coalition, and to distribute, loan or dispense the same or the income and profits therefrom.

 

  1. To create such trusts, Coalitions, and subsidiaries, as the Board of Directors shall deem necessary and to appoint the trustees, directors, or other governing officials of such legal entities.

 

4.2.  Number of Directors.  The number of directors constituting the entire Board shall be a minimum of three and a maximum of fifteen, 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 of Directors, provided that any action by the Board of Directors to effect such increase above the maximum or decrease below the minimum shall require the vote of at least three-fifths (3/5ths) of all directors then in office.  No decrease in the number of directors shall shorten the term of any director then in office.

 

4.3.  Qualifications for Office.

  1. Eligibility to be elected Director of the Coalition shall include:
    1. Member of the Coalition for at least 24 consecutive months. This requirement will be waived for and 2017 inaugural Board.
    2. Shall have served as a Councilor for at least one term. This requirement will be waived for inaugural Board.
    3. Ability to devote sufficient time to Coalition such as committee participation and attendance at general and Board meetings.
    4. Shall serve without compensation except for reasonable expenses incurred for the Coalition.
    5. 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. Each director shall be at least 18 years of age and a United States’ citizen

 

4.4.  Election of Directors.

With the exception of the inaugural year in which directors are the self-appointed founders of the Coalition, all directors shall be elected by the Councilors. Except for the inaugural year, Directors will be elected to six year terms by majority vote of the Councilors on September 17 (Constitution Day) of every odd numbered year. The Board or the Council may designate the election to he held on the most proximate weekend to September 17 by simple majority vote.  The election may be held electronically by telephone or in person, at the discretion of the Council. The term of each director, upon being elected to office, shall begin at the beginning of the next calendar year.

 

 

4.5.  Term of Office.  The regular term of office for each director shall be six years, unless sooner terminated by death, incapacity, resignation or removal.  Directors may be elected or appointed to no more than two (2) successive terms.  A director who has served all or part of two (2) successive terms shall be ineligible for reelection for two (2) years.  All directors shall hold office until the expiration of the term for which each was elected, until a successor has been duly elected and qualified, or until the director’s prior resignation or removal as hereinafter provided.

 

4.6.  Staggering of Terms.  The terms of the directors shall be staggered.  In order to stagger the terms of directors, as close as possible to one-quarter of the directors shall be selected each election year.  In order to stagger the terms of the initial directors, upon the effective date of these Bylaws or upon the installation of the initial directors, whichever occurs later, the directors shall draw lots to determine which individuals shall serve for an initial term of  one, three, five, or seven year terms.

 

4.7.  Nomination of Directors.  Prior to the biannual voting meeting of the Council, the Councilors shall select a committee to present a list to the Council containing the names of eligible nominees as directors for the ensuing year.  Said list shall contain the names of at least one eligible nominee to each vacancy.  In case the Council fails, for any reason, to elect such a committee within the time specified, then it shall be the duty of the Chair of the Council to appoint such a committee.  Nominations made by the committee for directors must be delivered to the Secretary at least sixty (60) days before the September 17th annual voting meeting of odd numbered years.  The Secretary shall attach a list of nominees to the notification of the annual voting meeting of the Council.

 

4.8.  Removal, Resignation.  Any Director may resign from office at any time by giving written notice thereof to an officer of the Board.  Any Director may be removed for cause by a two-thirds vote of all of the other Directors then in office or two-thirds vote of all Councilors then in office.

 

Cause for removal exist, includes, but it not limited to, the following, whenever a Director:

 

  1. fails to attend three (3) consecutive regular meetings of the Board of Directors, notwithstanding that he or she otherwise qualifies for office;

 

  1. is convicted of a felony;
  2. has committed a material breach of his or her fiduciary duty;
  3. has committed an act of moral turpitude; or
  4. ceases to be a member in good standing of the Coalition while in office as a director.

 

 

4.9.  Existence of Vacancies.  A vacancy in the Board of Directors exists in case of the happening of any of the following events:

 

  1. The death, incapacity, resignation, or removal of any Director.

 

  1. The authorized number of Directors is increased.

 

4.10.  Filling of Vacancies.  With the exception of the inaugural year, any vacancy occurring on the Board of Directors may be filled by a vote of the majority of the Councilors.  The Secretary shall inform the Chair of the Council within thirty (30) days of knowledge of a vacancy. The Council shall elect a replacement Director within sixty (60) days of notification. A Director so chosen shall serve for the balance of the unexpired term of the vacant office.  If the Board of Directors accepts the resignation of a Director, tendered to take effect at a future time, the Councilors may elect a successor to take office when the resignation becomes effective for the balance of the unexpired term of the resigning Director.

 

4.11.  Place and Number of Meetings.  Meetings of the Board of Directors shall be held at any place which has been designated from time to time by resolution of the Board or by written consent of all directors.  In the absence of such designation, meetings shall be held at the principal office of the Coalition.  Meetings may be held via electronic media, telephone, or in person. The Board shall hold at least one meeting each calendar year.

 

4.12.  Annual and Special Meetings.  During January of each odd numbered year, the Board of Directors shall hold an annual meeting for the purpose of the election of officers.  Other business may be transacted at the annual meeting if proper notice thereof is given.  Special meetings of the Board of Directors for any purpose(s) may be called at any time by the President, or, if the President is absent, or unable or refuses to act, by one-third (1/3) of the directors then in office.

 

 

4.13.  Notice of Meetings.  A regular meeting of the directors may be held without prior notice.  Notice of the time and place of special meetings of the Board shall be given personally to the directors or sent by mail or other form of communication, charges prepaid, addressed to the director at their address as shown upon the records of the Council at least three (3) days in advance of such meeting.  Such notice shall state the general nature of the business to be considered at the special meeting.

 

4.14.  Quorum and Voting.  A majority of the elected and qualified Directors shall be necessary to constitute a quorum for the transaction of business.  A quorum will consist of at least three-fifths of the total number of Directors.  Every act or decision done or made by a majority of the directors present at a meeting duly held, at which a quorum was present, shall be regarded as the act of the Board of Directors, unless a greater number is required by law or by the Articles of Incorporation or by these Bylaws.  Each director present shall be entitled to one (1) vote.  Voting by proxy shall not be permitted.

 

A director may participate in any meeting of the directors by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other.  Participation in a meeting pursuant to this paragraph constitutes presence in person at the meeting.

 

The transactions of any meetings of the Board of Directors, however called and noticed, or wherever held, shall be as valid as though they had a meeting duly held after regular call and notice, if a quorum be present and if, either before or after the meeting, each of the directors not present signs a written waiver of notice or a consent to holding such meeting or an approval of the minutes thereof.  All such waivers, consents, or approvals shall be filed with the corporate records or made a part of the minutes of the meeting.

 

4.15.  Presumption of Assent.  A Director who is present at any meeting of the Directors, 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 Council within a reasonable time after obtaining knowledge of the action.

 

4.16.  Action By Unanimous Written Consent.  Any action required or permitted to be taken by the Board of Directors 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.

 

4.17.  Notice of Adjournment.  Notice of the time and place of holding an adjourned meeting need not be given to absent directors if the time and place be fixed at the meeting adjourned.

 

 

ARTICLE 5

OFFICERS

 

5.1.  Responsibility.  All officers are subordinate and responsible to the Board of Directors.

 

5.2.  Number and Selection.  The Board of Directors shall elect a President, a Secretary and a Treasurer, and may appoint one or more Vice-Presidents, Assistant Secretaries, Assistant Treasurers, Director of Human Resources, Director of Marketing and Communications and such other officers and named Directors as they may determine. Any two or more offices may be held by the same person except the offices of President, Secretary and Treasurer.  This restriction on may be waived by majority vote of the Board of Directors. The President and the Vice President, Secretary and Treasurer, if any, must also be a Director of the Coalition.  Other appointed officers or must also be Councilors. 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 or appointment by the Board of Directors at any time to serve unexpired terms.

 

5.3.  Resignation and Removal.  The resignation of any officer shall be tendered in writing to any other officer 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 of Directors whenever, in their judgment, removal would serve the best interests of the Coalition.  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.

 

5.4.  President.  The President shall be the chief executive and operating officer of the Coalition, and subject to the direction and under the supervision of the Board of Directors, shall have general charge of the business affairs and property of the Coalition.  The President shall preside at all meetings of the Board of Directors.  The President 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 of Directors.

 

5.5.  Vice President.  At the request of the President, or in the President’s absence or disability, the Vice President shall perform all the duties of the President.  When so acting, the Vice President shall have all of the powers of, and be subject to all the restrictions upon the President.  The Vice President shall have such other duties and responsibilities and may exercise such other powers as from time to time may be assigned by the President or the Board of Directors or as may be provided in these Bylaws. The Vice President also serves as non-voting Chair of the Council and as such shall call for meetings to be held and preside over such meetings and ensure that the biannual election of Directors is held as proscribed by the Bylaws.

 

 

5.6.  Secretary.  The Secretary shall cause to be kept at the principal office of the Coalition, the Secretary’s principal place of business, or such other place as the Board of Directors may order, the official seal of the Coalition (if any), the membership book, and a book of minutes of all meetings of directors and members.  The Secretary shall keep a membership book containing names and addresses of each member, and the date upon which the membership ceased.  The Secretary shall give the notices of the special meetings of the voting members as provided in these Bylaws.  The Secretary shall also maintain and protect a file of all official and legal documents of the Coalition.  The Secretary shall serve as chair of the Vetting and Public Policy Position Committee. The Secretary shall perform such other and further duties as may be required by law or as may be prescribed or required from time to time by the Board of Directors or the Bylaws.

 

5.7.  Treasurer.  The Treasurer shall have custody of all Coalition funds; keep full and accurate accounts of all receipts and disbursements of the Coalition, an inventory of assets, and a record of the liabilities of the Coalition; deposit all money and other securities in such depositories as may be designated by the Board of Directors; disburse the funds of the Coalition as ordered by the President or the Board of Directors taking proper vouchers for disbursements; and prepare all statements and reports required by law, by the President or by the Board of Directors.  The Treasurer shall prepare the annual budget of the Coalition and present for approval to the Board.  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 of Directors, or the President.  The Board of Directors or the President may delegate all or part of the authority and duties of the Treasurer to subordinate officers or paid staff.

 

5.8. Comptroller.  The Comptroller shall have the responsibility for implementing internal controls, audits to ensure the quality and compliance of the accounting and other fiscal operations of the Coalition. The Comptroller shall operate entirely independent of the Treasurer and shall audit and approve all statements and reports required by law as well the overall accounts of the Coalition. The Comptroller shall compile and present a report of such audits to the Board at least annually. The Comptroller 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 of Directors, or the President.  The Board of Directors or the President may delegate all or part of the authority and duties of the Comptroller to subordinate officers or paid staff.

 

5.9 Director of Human Resources.  The Director of Human Resources shall have the responsibility of recruiting, vetting, and recommending prospective members; and assimilation of new prospects into the Coalition, under the direction of the Board and advice of the Council. The Director of Human Resources will work cooperatively with the Director of Marketing and Communications in the development and dissemination of recruiting materials. Interested prospects will be vetted for alignment with Coalition Purpose, recommended (or not recommended) to the Board for membership. The Director of Human Resources shall then attempt to place the new member in appropriate committees and/or taskforces as best fit their skills and interests. The Director of Human Resources shall also make recommendations to the Nominations Committee for other committee and taskforce members and chairs. The Director of Human Resources 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 of Directors, or the President.  The Board of Directors or the President may delegate all or part of the authority and duties of the Director of Human Resources to subordinate officers or paid staff.

 

5.10. Director of Marketing and Communications.  The Director of Marketing and Communications shall be responsible for the overall marketing and communications strategy. The Director of Marketing and Communications shall be responsible for the planning, design, and implantation of all Coalition marketing and communications efforts.  The Director of Marketing and Communications shall present for approval a plan to the Board on an annual basis. This plan shall include a budget, which has been developed in cooperation with the Treasurer. The Director of Marketing and Communications 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 of Directors, or the President.  The Board of Directors or the President may delegate all or part of the authority and duties of the Director of Marketing and Communications to subordinate officers or paid staff.

 

5.11. Annual Transition.  To maintain Coalition continuity, officers whose terms of office have expired shall assure the orderly transition of authority to their successors before being relieved of their responsibilities.  Similarly, officers whose terms of office have expired shall take all appropriate steps to substitute their successors on all of the Coalition financial accounts and signature cards.

 

ARTICLE 6

COUNCILORS AND THE COUNCIL

 

6.1 Powers. Councilors are the front line leaders of the Coalition who advise the Board of Directors and represent the General Membership. Councilors shall be eligible to serve on committees and taskforces of the Coalition, including serving as chair. The Council is the assembly of elected Councilors.

 

6.2   Number of Councilors.  The number of Councilors constituting the entire Council shall be a minimum of three and a maximum of twenty-five, as fixed by resolution of the Board.  Subject to the foregoing, the number of Councilors may be determined from time to time by action of the Board of Directors, provided that any action by the Board of Directors to effect such increase above the maximum or decrease below the minimum shall require the vote of at least three-fifths (3/5th) of all directors then in office.  No decrease in the number of Councilors shall shorten the term of any Councilors then in the Council.

 

  • Qualifications. Eligibility to be elected Councilor of the Coalition shall include:
  1. Member in good standing for at least twelve consecutive months. In the inaugural election, this requirement may be waived by majority vote of the current Council or Board.

 

  1. Recommendation as consistently representing the Purpose of the Coalition by at least two current Councilors or one member of the Board of Directors

 

  1. Ability to devote sufficient time to Coalition activities such a committee participation and attendance at general meetings.

 

  1. Councilors must be citizens of the United States and at least 18 years of age.

 

  • Election of Councilors.

 

  1. Other than in the inaugural year of the Coalition in which the Board of Directors will appoint the Councilors to staggered terms so that no more than 50% of the Council will turnover in any given year. These inaugural terms will be determined by the Board of Directors in conjunction with the individual Councilors. In future years, the Councilors shall be elected by majority vote of the general membership to two year terms at the annual meeting or other annual date determined by the Board of Directors.

 

  • Chair. The Board Vice President will serve as the non-voting Chair of the Council

 

6.6 Removal, Resignation.  Any Councilor may resign from office at any time by giving written notice thereof to an officer of the Council.  Any Councilor may be removed for cause by a two-thirds vote of all of the Board of Directors or two-thirds vote of all Councilors then in office.

 

Cause for removal exists (without limiting other causes for removal) whenever a Councilor:

 

  1. fails to attend three (3) consecutive regular meetings of the Council, notwithstanding that he or she otherwise qualifies for office;

 

  1. is convicted of a felony;

 

  1. has committed a material breach of his or her fiduciary duty;

 

  1. has committed an act of moral turpitude; or

 

  1. ceases to be a member in good standing of the Coalition while in office as a Councilor.

 

 

6.7. Existence of Vacancies.  A vacancy in the Council exists in case of the happening of any of the following events:

 

  1. The death, incapacity, resignation, or removal of any Councilor.

 

  1. The authorized number of Councilors is increased.

 

6.8. Filling of Vacancies.  Any vacancy occurring on the Council may be filled with a qualified candidate by a vote of the majority of the Councilors.  A Councilor so chosen shall serve for the balance of the unexpired term of the vacant office.  If the Council accepts the resignation of a Councilor, tendered to take effect at a future time, the Councilors may elect a successor to take office when the resignation becomes effective for the balance of the unexpired term of the resigning Councilor.

 

6.9. Place and Number of Meetings.  Meetings of the Council shall be held at any place which has been designated from time to time by resolution of the Chair or by written consent of a majority of Councilors. Meetings may also be held via electronic media or telephone. In the absence of such designation, meetings shall be held at the principal office of the Coalition. The Council shall hold at least one meeting each calendar year.

 

6.10. Biannual and Special Meetings.  On September 17th of each odd numbered year (or the most proximate weekend), the Council shall hold a voting meeting for the purpose of the election of Directors.  Other business may be transacted at the meeting if proper notice thereof is given.  Special meetings of the Council for any purpose(s) may be called at any time by the Chair, or, if the Chair is absent, or unable or refuses to act, by one-third (a) of the Councilors then in the Council.

 

 

6.11. Notice of Meetings.  A regular meeting of the Council may be held without prior notice.  Notice of the time and place of special meetings of the Council shall be given personally to the Councilors or sent by mail or other form of communication, charges prepaid, addressed to the Councilors at their address as shown upon the records of the Coalition at least 24 hours in advance of such meeting. Such notice shall state the general nature of the business to be considered at the special meeting.

 

6.12. Quorum and Voting.  A majority of the elected and qualified Councilors shall be necessary to constitute a quorum for the transaction of business.  A quorum will consist of at least three-fifths of the total number of Councilors.  Every act or decision done or made by a majority of the directors present at a meeting duly held, at which a quorum was present, shall be regarded as the act of the Council, unless a greater number is required by law or by the Articles of Incorporation or by these Bylaws.  Each Councilor present shall be entitled to one (1) vote. Voting by proxy shall not be permitted.

 

A Councilor may participate in any meeting of the Council by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other. Participation in a meeting pursuant to this paragraph constitutes presence in person at the meeting.

 

6.13. Presumption of Assent.  A Councilor who is present at any meeting of the Council, or a committee thereof of which the Councilor is a member, is presumed to have assented to such action unless a dissent is entered in the minutes of the meeting or unless the Councilor 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 Councilor who is absent from a meeting of the Council, or a committee thereof of which the Councilor is a member, at which any such action is taken is presumed to have concurred in the action unless the Councilor files a dissent with the Secretary of the Council within a reasonable time after obtaining knowledge of the action.

 

ARTICLE 7

ADMINISTRATION OF DONATIONS

 

7.1.  Donations.  All donations of any nature, unless designated for a specific purpose, shall be used for such purposes as the Board of Directors may direct; and in the absence of any direction by the Board, such may be used for the general purposes of the Coalition.  Donations include bequests and devises of deceased persons. The Board shall take all appropriate actions to make the Coalition known to the people of the community and in that connection to seek donations to the Coalition from a wide segment of the population of that community.  At the discretion of the Board of Directors, the Coalition may raise revenues through fund-raising activities and donations.  The Board of Directors has the right to refuse any donation made or offered to the Coalition with or without cause in its sole discretion.

 

 

7.2.  All Donations Subject to these Bylaws.  Donors may make donations to or for the use of the Coalition by naming or otherwise identifying the Coalition in the gift transfer instrument.  Each donor by making a donation to or for the use of the Coalition 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.

 

7.3.  Educational Purpose of Funds.  Each fund of the Coalition shall be presumed to be intended, and shall be actually applied:

 

  1. to be used only for educational purposes consistent with our Principles, Purpose and Public Policy Positions,

 

  1. to be productive of a reasonable return of net income which is to be distributed at least annually or if accumulated is to be accumulated only in a reasonable amount and for a reasonable period for educational purposes; and

 

  1. to be used only for such of those purposes and such manner not to disqualify the Coalition from exemption under 501(c)(4) of the Internal Revenue Code.

 

7.4.  Designation of Use of Donations.  Any donor may not, with respect to a donation made by them to or for the use of the Coalition, give directions at the time of the donation for the use of the donation.

 

 

7.5.  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 donation 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.

 

7.6.  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 educational purposes of the Coalition, 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.

 

7.7.  Changed Circumstances.  Whenever the Board of Directors 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 Coalition’s charitable purposes, it may, by affirmative vote of three-fifths (3/5th) 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.

 

7.8.  Charitable Trusts.  If a donation is made to the Coalition by means of any charitable trust or charitable trust instrument, the payments to or for the use of the Coalition shall be regarded as Coalition funds only when the Coalition becomes entitled to their use, but the Board may take such actions as it from time to time deems necessary to protect the Coalition’s rights to receive such payments.

 

ARTICLE 8

ENDORSEMENTS

 

8.1.  Process of Evaluation.  Consistent with the provisions of 501(c)(4) of the Internal Revenue Code of 1986, as amended, or the corresponding provision of any future United States internal revenue law or Wyoming law, the Coalition may endorse candidates for federal, state or local offices. The evaluation process is performed by the Vetting and Public Policy Positions Committee using a three pronged evaluation approach. The candidate will be evaluated for consistency with the Purpose, Principles and Public Policy Positions of the Coalition in:

 

  1. Stated position in surveys, campaign materials, interviews and any other available materials

 

  1. Voting record

 

  1. Personal conduct consistent with the moral principles of integrity, fidelity, and decency

 

8.2 Process for Endorsement.   Recommendations for endorsement will be approved by majority vote of the Committee. The Chair will send the recommendations to the President of the Board of Directors no later than thirty (30) days prior to the Board’s Annual meeting. The Board may also call a Special Meeting for the purpose of considering endorsement. In the event of a Special Meeting, the recommendations will be sent to the President no later than thirty days prior the meeting. The thirty day requirement may be waived at the discretion of the President.  Majority vote of the Board of Directors present at the meeting, provided quorum requirements have been met, will be required to approve an endorsement.

 

8.3 Rescinding an Endorsement.  From time to time, the Board may become aware that the candidate has misrepresented him or herself either by omission, error or misrepresentation or new information may become available about an endorsed candidate that may make him or her not suitable for Coalition endorsement. When the Board of Directors becomes aware of such information, they may charge the Vetting and Public Policy Positions Committee to further investigate and make a recommendation to the Board or may vote without the Committee’s recommendation. Three-fifths vote to the Board is required to rescind an Endorsement.

 

ARTICLE 9

PROHIBITED ACTIVITIES

 

9.1.  Actions Jeopardizing Tax Status.  This Coalition shall not carry on any activities not permitted to be carried on by an organization exempt from federal income taxes under 501(c)(4) of the Internal Revenue Code of 1986, as amended, or the corresponding provision of any future United States internal revenue law.

 

9.2.  Lobbying and Political Activities.

 

  1. The Coalition may lobby (including the publishing or distribution of statements) or otherwise attempt to influence legislation as authorized by a resolution adopted by the Board of Directors.

 

  1. The Coalition shall not directly contribute funds to any political or judicial campaign on behalf of any candidate for public office whatsoever. The Coalition may distribute educational materials that may encourage members to contribute personal funds to candidates who adhere to Coalition principles as outlined in our Public Policy Positions and Purpose.

 

9.3.  Private Inurement.  No part of the net income or net assets of the Coalition shall inure to the benefit of, or be distributable to,its directors, officers, members or other private persons.  However, the Coalition is authorized to pay reasonable compensation for services actually rendered and to make payments and distributions in furtherance of its tax exempt purposes.

 

9.4.  Non-Discrimination.  In the conduct of all aspects of its activities, the Coalition shall not discriminate on the grounds of race, color, national origin or gender.

 

 

9.5.  Prohibited Acts. The Coalition shall not engage in any act of self-dealing as defined in Internal Revenue Code 4941(d); the Coalition 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 Coalition shall not own any excess business holdings that would subject it to tax under Code 4943; the Coalition shall not make any investments in such manner as to subject the Coalition to the tax imposed by Code 4944; and the Coalition shall not make any taxable expenditures as defined in Code 4945(d).

 

9.6.  Conflicts of Interest.  A conflict of interest occurs when a person under a duty to promote the interests of the Coalition (a “fiduciary”) is in a position to promote a competing interest instead.  Fiduciaries include all Coalition employees, directors or officers, and members of any Coalition committee.  Undisclosed or unresolved conflicts of interest are a breach of the duty to act in the best interests of the Coalition and work to the detriment of the Coalition.

 

9.7.  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 Coalition; b) Coalition employees are loaned to other organizations, or the employees of another organization are loaned to this Coalition; c) Coalition 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.

 

9.8.  Discharging Conflicts of Interest.  All conflicts of interest must be disclosed to the Board of Directors.  After disclosure is made, the individual with a conflicting interest must not participate in judging the merits of that interest.  That is, such individual must abstain from voting on, or recommending a course of action with respect to, the situation giving rise to the conflict.  When these are done, the conflict of interest has been properly discharged.

 

9.9.  Preventing Conflict Situations.  The Coalition, through the Board of Directors, shall encourage all fiduciaries to prevent conflicts of interest where possible.

 

  1. Fiduciaries should refuse to enter into self-dealing relationships with the Coalition as a vendor.

 

  1. Fiduciaries should not accept anything but gifts of insubstantial value from vendors.

 

  1. The lending of employees to, or acceptance of loaned employees from, other organizations should be avoided. If done, however, a clearly drafted contract defining wages, responsibilities, indemnification and conditions of employment is required.

 

  1. Financial, tax, and legal aspects of giving to the Coalition should be discussed with a donor only when the donor has independent financial, tax or legal counsel present.

 

 

  1. Donors who plan to make a sizeable gift in response to a personal solicitation should be encouraged to act only with the advice of independent counsel.

 

9.10.  Additional Conflicts of Interest.

 

  1. A member of the Board of Directors or any Coalition committee may not submit a funding proposal on behalf of himself or be the recipient of funds for himself through an institution or organization which employs the member or with which the member is affiliated.

 

  1. A member of the Board of Directors or any Coalition committee may take part in projects undertaken with funding from the Coalition, but should not personally receive any remuneration from Coalition granted funds for services to a project except for a reimbursement of actual travel expenses and a standard per diem.

 

  1. Whenever a member of the Board of Directors or any Coalition committee participates in any way in a project funded by the Coalition, the funding proposal should clearly indicate the nature of the member’s participation in the project.

 

  1. A member of the Board of Directors or any Coalition committee should not participate in any way to review, process or make a recommendation concerning a funding proposal on behalf of an institution or organization which employs the member or with which the member is affiliated, or concerning a funding proposal for a project in which the member will participate.

 

  1. All negotiations in support of any funding proposal submitted to the Coalition should be carried on by persons who are not a member of the Board of Directors or any Coalition committee.

 

9.11.  Litigation.  The Coalition shall not be a voluntary party in any litigation without the prior written approval of the Board of Directors.

 

ARTICLE 10

OTHER FINANCIAL MATTERS

 

10.1.  Property of the Coalition.  The title to all property of the Coalition, both real and personal, shall be vested in the Coalition.

 

 

10.2. Dedication of Assets.  This Coalition does not contemplate pecuniary gain or profit to the members thereof except as provided by law under 501(c)(4) of the Internal Revenue Code of 1986, as amended from time to time.  The property of this Coalition is irrevocably dedicated to tax exempt purposes under said 501(c)(4) 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.

 

10.3. Disposition Upon Dissolution.  Upon the dissolution or winding up of the Coalition, 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 Coalition remaining after payment, or provision for payment, of all debts and liabilities of this Coalition, shall be distributed to a nonprofit fund, Coalition, or corporation which is organized and operated exclusively for tax exempt purposes which are reasonably related to the purposes and goals of this Coalition, as may be determined by the Board of Directors of this Coalition in its sole discretion, and which has established its tax exempt status under 501(c)(4) of the Internal Revenue Code of 1986, as amended.  In no event shall any of the business, properties, assets or income of this Coalition, 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.

 

10.4. Contracts.  The Board of Directors 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 Coalition.  Such authority may be general or confined to a specific instance.  Unless so authorized by the Board of Directors, no officer, agent, or employee shall have any power or authority to bind the Coalition by any contract or engagement, or to pledge its credit, or render it pecuniarily liable for any purpose or to any amount.  When the execution of any contract or other instrument has been authorized by the Board of Directors 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 Coalition, and any such officer may affix the corporate seal (if any) of the Coalition thereto.

 

10.5. Voting Stock Owned by the Coalition.  The Board of Directors may by resolution provide for the designation of the person who shall have full power and authority on behalf of the Coalition to vote either in person or by proxy at any meeting of the security holders of any corporation or other entity in which this Coalition 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 Coalition might have possessed and exercised if present.  The Board of Directors may revoke any such powers as granted at its pleasure.

 

 

10.6. Financial Accounts.  The Coalition 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 of Directors to hold, manage or disburse any funds for Coalition 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 Coalition, shall be signed by such officer(s) or agent(s) of the Coalition, and in such manner, as is determined by the Board of Directors from time to time.

 

10.7. 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 Coalition’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 Coalition and to pay reasonable compensation for services and expenses thereof.

 

10.8. Investment Managers.  The Board of Directors, on the recommendation of the Finance Committee, may hire for a reasonable period and for a reasonable rate of compensation, with right of prompt termination on agreed terms, one or more individuals, firms or corporations to buy, sell and otherwise deal with the investment funds of the Foundation as an investment manager.  Each investment manager shall be required to make prompt and frequent reports to the Board or the Finance Committee with respect to investment decisions and the performance of the funds under its management.  The Board may elect to obtain the services of multiple investment managers for the sake of evaluating the relative and comparative performance of each.

 

10.9. Investment Guidelines.  Each investment manager shall be subject to the general supervision of the Board or the Finance Committee and shall act only in accordance with guidelines established by the Board or the Finance Committee with respect to:

 

  1. the objectives of investment;

 

  1. the type and size of commitments to any one situation;

 

  1. the appropriateness of investments for the Foundation’s portfolio; and

 

  1. in such other respects as the Board or the Finance Committee may deem appropriate from time to time.

 

10.10. 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.

 

10.11. Financial Statements and Reports.  An independent auditor appointed or approved by the Board shall at such time as the Board determines prepare for the Coalition 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 educational purposes, and such other additional reports or information as may be ordered from time to time by the Board.  The auditor 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 Coalition.  The auditor’s charges and expenses shall be proper expenses of administration.

 

10.12. Dissemination of Financial Information.  The Board shall at least annually publicly distribute a written report of its financial condition, activities and distributions to representative persons and organizations in the community where the Coalition is located (including at least one daily newspaper of general circulation and to at least one radio, TV or cable broadcasting station or channel or internet site serving the community) as will, in the Board’s opinion, reasonable inform the interested public of the operations of the Coalition.  Copies of such written report shall also be made available to members of the public upon request.

 

10.13 Limitations on Debt.  No debt shall be incurred by the Coalition 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 Coalition unless authorized by the Board of Directors.  [Specifically, without limitation, no loan shall be made to any officer or director of the Coalition.  Any director or officer who assents to or participates in the making of any such loan shall be liable, in addition to the borrower, for the full amount of the loan until it is fully repaid.]

 

 

10.14 Liability of Directors and Officers.  No director or officer of the Coalition shall be personally liable to its creditors or for any indebtedness or liability and any and all creditors shall look only to the Coalition’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.

 

10.15. Liability of Members.  No member of the Coalition shall be personally liable to its creditors or for any indebtedness or liability and any and all creditors shall look only to the Coalition’s assets for payment.

 

10.16. Property Interests Upon Termination of Membership.  Members have no interest in the property, assets or privileges of the Coalition.  Cessation of membership shall operate as a release and assignment to the Coalition of all right, title and interest of any member, but shall not affect any indebtedness of the Coalition to such member.

 

10.17. Fiscal Year. The fiscal year of the Coalition shall be from each January 1 to each December 31st.

 

ARTICLE 11

COMMITTEES

 

11.1.  Committee Powers.  Committees of the Coalition shall be standing or special.  The Board of Directors or the President may refer to the proper committee any matter affecting the Coalition 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 Wyoming Nonprofit Corporation Act.  All committees shall act by majority vote, unless otherwise prescribed by the Board of Directors.

 

11.2.  Limitations.  Except in cases where these Bylaws or the Board of Directors has by written resolution provided otherwise, the function of any committee is as an advisory group to the Board of Directors.  No member of any committee, without the prior written consent of the Board of Directors, has the authority to purchase, collect funds, open bank accounts, implement policy, or bind or obligate the Coalition or its Board of Directors in any way or by any means.  All such powers are expressly reserved to the Board of Directors and the officers of the Coalition.

 

11.3.  Committee Membership.  The Board, acting upon the recommendation of the Council, shall appoint the members of such committees from the general membership and Council. The committees will elect their own chairs who must be a Councilor in good standing.  Persons other than directors or councilors may be appointed to such committees, but the Chair of each committee must be a director or councilor of the Coalition.  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.  No member of any committee may serve more than two consecutive terms on the same committee.

 

 

11.4.  Standing Committees.  In addition to other committees the Board may establish from time to time, the following will be standing committees of the Coalition:

 

  1. Executive Committee. The Executive Committee shall be composed exclusively of directors of the Coalition. The Executive Committee shall, in intervals between meetings of the Board of Directors, have general control of the affairs of the Coalition, 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 of Directors.  The President shall be the Chair of the Executive Committee.

 

  1. Internal Audit Committee. The Finance Committee shall in general be responsible to oversee the preparation of all statements, reports, returns and audits of the Coalition’s finances, and to oversee the investment of the various funds of the Coalition.  The Finance Committee shall also submit recommendations to the Board for the selection of auditors, accountants and investment managers. The Comptroller shall be the chair of this committee.

 

  1. Budget Committee. The Budget Committee shall be responsible for establishing budget guidelines within the non-for-profit purposes of the Coalition.  The Budget Committee shall also solicit, review, and process all funding proposals received by the Coalition. The Budget Committee shall submit all recommendations for funding by the Coalition for approval by the Board of Directors. The Budget Committee shall submit a budget for the Coalition for Board approval at its annual meeting. The Treasurer shall be the chair of this committee.

 

  1. Nominations Committee. The Nominations Committee shall be responsible for submitting and recommending to the Board of Directors the names of persons with appropriate skills and good reputation to serve as directors, officers, councilors,and committee members of the Coalition. 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 Coalition.

 

  1. The chair of the Nominations Committee shall be a Councilor with the Director of Human Resources as an ex officio member.

 

  1. Membership Committee. The Membership Committee shall carry on a membership solicitation drive at least once a year. This committee shall also recommend to the directors the types and amounts of dues for memberships in the Coalition. The Director of Human Resources shall serve as the chair of this committee.

 

  1. Marketing and Communications Committee. The Marketing and Communications Committee shall be responsible for the overall marketing and communications strategy of the Coalition. The Marketing and Communications Committee shall be responsible for the planning, design, and implantation of all Coalition marketing and communications efforts. This responsibility includes the Coalition website, but the committee may choose to form a sub-committee for this purpose at its own discretion. The Marketing and Communications Committee shall present for approval a plan to the Board on an annual basis. This plan shall include a budget, which has been developed in cooperation with the Treasurer. The Director, Marketing and Communications shall serve as chair of this committee.

 

  1. Vetting and Public Policy Positions Committee. The Vetting and Public Policy Positions Committee shall vet candidates for office for consistency with Coalition principles, Purpose, and Public Policy Positions and make recommend candidates for Coalition educational materials to be distributed to members or the general public. The Vetting and Public Policy Positions Committee shall also consider various political issues and legislation from time to time and recommend to the Board and Council to support and/or lobby for a particular issue or legislation. The Vetting and Public Policy Positions Committee shall also from time to time recommend to the Board, revisions or additions the planks of the Public Policy Positions, consistent with the principles and Purpose of the Coalition. The Secretary shall serve as chair of this committee.

 

  1. Policy and Procedures Committee. The Policy and Procedures Committee shall propose new and revisions to policy, procedures and Bylaws at the direction of the Board or Council and subject to the provisions of these Bylaws.

 

11.5.  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 12

INDEMNIFICATION

 

12.1.  Nonderivative Actions.  Subject to all of the other provisions of this Article, the Coalition shall indemnify any person who was or is a party to or is threatened to be made a party to any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, or investigative, formal or informal (other than an action by or in the right of the Coalition), by reason of the fact that the person is or was a director or officer of the Coalition, or, while serving as a director or officer of the Coalition, is or was serving at the request of the Coalition as a director, officer, partner, trustee, employee,  or agent of another foreign or domestic corporation, partnership, joint venture, trust, or other enterprise, whether for profit or not, against expenses (including actual and reasonable attorney fees), judgments, penalties, fines, and amounts paid in settlement actually and reasonably incurred by him or her in connection with such action, suit, or proceeding, if the person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the Coalition or its members, and with respect to any criminal action or proceeding, if the person had no reasonable cause to believe his or her conduct was unlawful.  The termination of any action, suit, or proceeding by judgment, order, settlement, conviction, or on a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner that the person reasonably believed to be in or not opposed to the best interests of the Coalition or its members and, with respect to any criminal action or proceeding, had reasonable cause to believe that his or her conduct was unlawful.

 

12.2.  Derivative Actions.  Subject to all of the provisions of this Article, the Coalition shall indemnify any person who was or is a party to or is threatened to be made a party to any threatened, pending, or completed action or suit by or in the right of the Coalition to procure a judgment in its favor by reason of the fact that the person is or was a director or officer of the Coalition or, while serving as a director or officer of the Coalition, is or was serving at the request of the Coalition as a director, officer, partner, trustee, employee,  or agent of another foreign or domestic corporation, partnership, joint venture, trust, or other enterprise, whether for profit or not, against expenses (including attorney fees) and amounts paid in settlement actually and reasonably incurred by the person in connection with the action or suit, if the person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the Coalition or its members.  However, indemnification shall not be made for any claim, issue, or matter in which the person has been found liable to the Coalition unless and only to the extent that the court in which the action or suit was brought has determined on application that, despite the adjudication of liability but in view of all circumstances of the case, the person is fairly and reasonably entitled to indemnification for the reasonable expenses incurred.

 

 

12.3.  Expenses of Successful Defense.  To the extent that a person has been successful on the merits or otherwise in defense of any action, suit, or proceeding referred to in this Article, or in defense of any claim, issue, or matter in the action, suit, or proceeding, the person shall be indemnified against actual and reasonable expenses (including attorney fees) incurred by the person in connection with the action, suit, or proceeding and any action, suit, or proceeding brought to enforce the mandatory indemnification provided by this Section.

 

12.4.  Definition.  For the purposes of this Article, “other enterprises” shall include employee benefit plans; “fines” shall include any excise taxes assessed on a person with respect to an employee benefit plan; and “serving at the request of the Coalition” shall include any service as a director or officer of the Coalition that imposes duties on, or involves services by, the director or officer with respect to an employee benefit plan, its participants, or its beneficiaries; and a person who acted in good faith and in a manner the person reasonably believed to be in the interest of the participants and beneficiaries of an employee benefit plan shall be considered to have acted in a manner “not opposed to the best interests of the Coalition or its members.”

 

12.5.  Contract Right; Limitation on Indemnity.  The right to indemnification conferred in this Article shall be a contract right and shall apply to services of a director, officer, or as an employee or agent of the Coalition as well as in the person’s capacity as a director or officer.  Except as provided in Section 3 of this Article, the Coalition shall have no obligations under this Article to indemnify any person in connection with any proceeding, or part thereof, initiated by the person without authorization by the Board of Directors.

 

12.6.  Determination That Indemnification Is Proper.  Any indemnification under this Article (unless ordered by a court) shall be made by the Coalition only as authorized in the specific case upon a determination that indemnification of the person is proper in the circumstances because the person has met the applicable standard of conduct set forth in Section 1 or 2 of this Article, whichever is applicable, and upon an evaluation of the reasonableness of expense and amounts paid in settlement.  The determination and evaluation shall be made in any of the following ways:

 

  1. By a majority vote of a quorum of the Board consisting of directors who are not parties or threatened to be made parties to the action, suit, or proceeding.

 

  1. If the quorum described in clause (a) above is not obtainable, then by majority vote of a committee of two or more directors who are not at the time parties or threatened to be made parties to the action, suit, or proceeding.

 

  1. By independent legal counsel in a written opinion, which counsel shall be selected in one of the following ways: (i) by the board or its committee in the manner prescribed in subparagraph (a) or (b); or (ii) if a quorum of the board cannot be obtained under subparagraph (a) and a committee cannot be designated under subparagraph (b), by the board.

 

  1. By the members, except for members who are also directors, officers, employees, or agents who are parties or threatened to be made parties to the action, suit, or proceeding.

 

 

12.7.  Proportionate Indemnity.  If a person is entitled to indemnification under this Article for a portion of expenses, including attorney fees, judgments, penalties, fines, and amounts paid in settlement, but not for the total amount, the Coalition shall indemnify the person for the portion of the expenses, judgments, penalties, fines, or amounts paid in settlement for which the person is entitled to be indemnified.

 

12.8.  Non-Exclusivity of Rights.  The indemnification or advancement of expenses provided under this Article is not exclusive of other rights to which a person seeking indemnification or advancement of expenses may be entitled under a contractual arrangement with the Coalition.  However, the total amount of expenses advanced or indemnified from all sources combined shall not exceed the amount of actual expenses incurred by the person seeking indemnification or advancement of expenses.

 

12.9.  Indemnification of Employees and Agents of the Coalition.  The Coalition may, to the extent authorized from time to time by the Board of Directors, grant rights to indemnification and to the advancement of expenses to any employee or agent of the Coalition 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 Coalition.

 

12.10.  Former Directors and Officers.  The indemnification provided in this Article continues for a person who has ceased to be a director, officer, employee, or agent and shall inure to the benefit of the heirs, executors, and administrators of the person.

 

12.11.  Insurance.  The Coalition may purchase and maintain insurance on behalf of any person who is or was a director, officer, employee,  or agent of the Coalition, or is or was serving at the request of the Coalition as a director, officer, partner, trustee, employee,  or agent of another corporation, partnership, joint venture, trust, or other enterprise, against any liability asserted against the person and incurred by him or her in any such capacity or arising out of his or her status as such, whether or not the Coalition would have power to indemnify the person against the liability under these bylaws or the laws of the state of Wyoming.

 

 

12.12.  Changes in Wyoming Law.  If there is any change of the Wyoming statutory provisions applicable to the Coalition relating to the subject matter of this Article, then the indemnification to which any person shall be entitled under this Article shall be determined by the changed provisions, but only to the extent that the change permits the Coalition to provide broader indemnification rights than the provisions permitted the Coalition to provide before the change.  Subject to the next Section, the Board of Directors is authorized to amend these bylaws to conform to any such changed statutory provisions.

 

12.13.  Amendment or Repeal of Article.  No amendment or repeal of this Article shall apply to or have any effect on any director, officer, employee, or agent of the Coalition for or with respect to any acts or omissions of the director, officer, employee, or agent occurring before the amendment or repeal.

 

12.14.  Impact of Tax Exempt Status.  The rights to indemnification set forth in this Article are expressly conditioned upon such rights not violating the Coalition’s status as a tax exempt organization described in 501(c)(4) of the Internal Revenue Code of 1986, as amended.

 

ARTICLE 13

ADOPTION AND REVISION TO PUBLIC POLICY POSITIONS  

 

13.1.  Adoption and Revision.  Except as otherwise provided herein with respect to greater voting requirements, or provisions which are not subject to amendment, if any, the Coalition Public Policy Positions may be adopted, amended, restated or repealed by a  three-fifths (3/5th) of both the Board of Directors and a three-fifths (3/5th) vote of the Council.

 

ARTICLE 14

ADOPTION AND AMENDMENTS TO BYLAWS

 

14.1.  Adoption, Revision, and Amendment.  Adoption of these By-Laws will be by three-fifths (3/5th) vote of the Board of Directors. Except as otherwise provided herein with respect to greater voting requirements, or provisions which are not subject to amendment, if any, these Bylaws may be, amended, restated or repealed by a  three-fifths (3/5th) of both the Board of Directors and a three-fifth (3/5th) vote of the Council, after the inaugural year.

 

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 in the principal office of the Coalition and posted on the Coalition website for the transaction of business, and shall be open to inspection by the members, councilors, officers and directors at all reasonable times during office hours or via member access to the website.

 

 

[Optional]

State of Wyoming                  )

)  SS.

County of *COUNTY*           )