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---
name: nonprofit
description: Use this skill for nonprofit corporate governance drafting and review, especially when working on bylaws, board structure, member versus no-member governance, Illinois nonprofit law references, or 501(c)(3)-style organizational language using the local materials in this repository.
---
# Nonprofit Governance
Use this skill when the task is about nonprofit bylaws, governance structure, or adapting governance language from local reference documents.
## When To Use
- Use this skill when drafting or revising nonprofit bylaws, articles-adjacent governance language, or internal governance policies.
- Use this skill when reviewing board powers, officer roles, meeting procedures, quorum, vacancies, removal, or amendment provisions for a nonprofit.
- Use this skill when the user wants language grounded in the Illinois not-for-profit framework or in the local sample bylaws stored in this repository.
- Use this skill when deciding whether the organization should be member-governed or board-governed with no statutory members.
## Scope
This skill is a local drafting and review aid, not a substitute for legal advice.
- Prefer the local reference materials over memory when the user wants citation-backed drafting or comparison.
- Treat the Illinois statute excerpt as the controlling local legal reference among the files in this folder.
- Treat the sample bylaws as models to adapt, not boilerplate to copy blindly.
## References
- `references/805-ILCS-105.md`: excerpted Illinois General Not For Profit Corporation Act provisions focused on members, meetings, voting, proxies, quorum, records, and related governance mechanics.
- `references/bylaws-of-revolution-working.md`: example Illinois no-member 501(c)(3) bylaws with board-governed structure.
- `references/non-profit-sample.md`: broader sample nonprofit bylaws template with placeholders and optional affiliate/member-style provisions.
Load only the reference file(s) needed for the current task.
## Workflow
1. Identify the governance model the draft is trying to implement:
no members, voting members, non-voting affiliates, or mixed structures.
2. Read the minimum local reference material needed for that model.
3. Separate mandatory governance mechanics from optional drafting choices.
4. Draft or revise language so the document is internally consistent:
membership clauses, board powers, officer provisions, meeting rules, quorum, voting, and amendment rules should not conflict.
5. If borrowing from a sample, normalize terminology and cross-references so the final document reads as one instrument rather than pasted sections.
6. Flag places where legal review is prudent, especially when the draft departs from the statute excerpt or mixes member and no-member concepts.
## Drafting Rules
- Decide early whether the corporation has members. Do not mix "no members" language with member voting provisions unless the distinction is explicit and intentional.
- Keep the board article aligned with the membership model. If the corporation has no members, directors typically exercise powers otherwise assigned to members under the statute and bylaws.
- Preserve 501(c)(3)-style limits when the organization is meant to be tax-exempt:
no private inurement, limits on political activity, and appropriate dissolution language.
- Use one consistent term for the governing body and its officers throughout the draft.
- Check meeting, notice, quorum, voting, proxy, and written-consent provisions as a set; these clauses commonly drift out of alignment.
- Treat sample officer and committee structures as optional. Tailor them to the organization instead of inheriting every office or committee by default.
- Remove placeholders, bracketed text, duplicated concepts, and state-law assumptions that do not match the target organization.
## Illinois-Focused Review Points
When using the Illinois excerpt, pay particular attention to:
- whether the bylaws expressly state that the corporation has no members or define member classes and rights;
- who may call meetings and what notice is required;
- whether remote participation, electronic ballots, proxies, or written/electronic consents are allowed;
- quorum thresholds and whether the draft overrides statutory defaults;
- books and records provisions for voting members; and
- whether the draft's voting provisions match the intended governance model.
## Output Pattern
For drafting or revision tasks, prefer:
1. the chosen governance model;
2. the revised language or proposed article structure;
3. short notes on why the language fits the local references; and
4. any issues that should be reviewed by counsel or by the organization before adoption.
## What Not To Do
- Do not present local sample language as universally correct for every nonprofit.
- Do not assume a generic sample matches Illinois law without checking the Illinois reference first.
- Do not leave hidden conflicts between membership, board authority, and voting provisions.
- Do not copy placeholder text or organization-specific facts from the samples into the final draft.

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Illinois Compiled Statutes (ILCS)
Updating the database of the Illinois Compiled Statutes (ILCS) is an ongoing process. Recent laws may not yet be included in the ILCS database, but they are found on this site as [Public Acts](/legislation/publicacts/) soon after they become law. For information concerning the relationship between statutes and Public Acts, refer to the [Guide](/Legislation/ILCS/Guide).
Because the statute database is maintained primarily for legislative drafting purposes, statutory changes are sometimes included in the statute database before they take effect. If the source note at the end of a Section of the statutes includes a Public Act that has not yet taken effect, the version of the law that is currently in effect may have already been removed from the database and you should refer to that Public Act to see the changes made to the current law.
(805 ILCS 105/) General Not For Profit Corporation Act of 1986.
(805 ILCS 105/Art. 7 heading)
ARTICLE 7. MEMBERS
(805 ILCS 105/107.03) (from Ch. 32, par. 107.03)
Sec. 107.03. Members.
(a) A corporation may have one or more classes of members or may have no members.
(b) If the corporation has one or more classes of members, the designation of the class or classes and the qualifications and rights of the members of each class shall be set forth in the articles of incorporation or the bylaws. The articles of incorporation or the bylaws may provide for representatives or delegates of members and may establish their qualifications and rights.
(c) If the corporation is to have no members, that fact shall be set forth in the articles of incorporation or the bylaws.
(d) A corporation may issue certificate evidencing membership therein.
(e) The transfer of a certificate of membership in a not-for-profit corporation in which assets are held for a charitable, religious, eleemosynary, benevolent or educational purpose, shall be without payment of any consideration of money or property of any kind or value to the transferor in respect to such transfer. Any transfer in violation of this Section shall be void.
(f) Where the articles of incorporation or bylaws provide that a corporation shall have no members, or where a corporation has under its articles of incorporation, bylaws or in fact no members entitled to vote on a matter, any provision of this Act requiring notice to, the presence of, or the vote, consent or other action by members of the corporation in connection with such matter shall be satisfied by notice to, the presence of, or the vote, consent or other action of the directors of the corporation.
(g) A residential cooperative not-for-profit corporation containing 50 or more single family units with individual unit legal descriptions based upon a recorded plat of a subdivision and located in a county with a population between 780,000 and 3,000,000 shall specifically set forth the qualifications and rights of its members in the Articles of Incorporation and the bylaws.
(Source: P.A. 91-465, eff. 8-6-99.)
(805 ILCS 105/107.05) (from Ch. 32, par. 107.05)
Sec. 107.05. Meeting of members.
(a) Meetings of members may be held either within or without this State, as may be provided in the bylaws or in a resolution of the board of directors pursuant to authority granted in the bylaws. In the absence of any such provision, all meetings shall be held at the registered office of the corporation in this State.
(b) An annual meeting of the members entitled to vote may be held at such time as may be provided in the bylaws or in a resolution of the board of directors pursuant to authority granted in the bylaws. Failure to hold the annual meeting at the designated time shall not work a forfeiture or dissolution of the corporation nor affect the validity of corporate action. If an annual meeting has not been held within the earlier of six months after the end of the corporation's fiscal year or fifteen months after its last annual meeting and if, after a request in writing directed to the president of the corporation, a notice of meeting is not delivered to members entitled to vote within 60 days of such request, then any member entitled to vote at an annual meeting may apply to the circuit court of the county in which the registered office or principal place of business of the corporation is located for an order directing that the meeting be held and fixing the time and place of the meeting. The court may issue such additional orders as may be necessary or appropriate for the holding of the meeting.
(c) Special meetings of the members may be called by the president or by the board of directors. Special meetings of the members may also be called by such other officers or persons or number or proportion of members entitled to vote as may be provided in the articles of incorporation or the bylaws. In the absence of a provision fixing the number or proportion of members entitled to vote who are entitled to call a meeting, a special meeting of members entitled to vote may be called by such members having one-twentieth of the votes entitled to be cast at such meeting.
(d) Unless specifically prohibited by the articles of incorporation or bylaws, a corporation may allow members entitled to vote to participate in and act at any meeting through the use of a conference telephone or interactive technology, including but not limited to electronic transmission, Internet usage, or remote communication, by means of which all persons participating in the meeting can communicate with each other. Participation in such meeting shall constitute attendance and presence in person at the meeting of the person or persons so participating.
(e) For meetings of a not-for-profit corporation organized for the purpose of residential cooperative housing, consisting of 50 or more single family dwellings with individual unit legal descriptions based upon a recorded plat of a subdivision, and located in a county containing a population between 780,000 and 3,000,000 inhabitants, any member may record by tape, film, or other means the proceedings at the meetings. The board or the membership may prescribe reasonable rules and regulations to govern the making of the recordings. The portion of any meeting held to discuss violations of rules and regulations of the corporation by a residential shareholder shall be recorded only with the affirmative assent of that shareholder.
(Source: P.A. 91-465, eff. 8-6-99; 92-771, eff. 8-6-02.)
(805 ILCS 105/107.10) (from Ch. 32, par. 107.10)
Sec. 107.10. Informal action by members entitled to vote.
(a) Unless otherwise provided in the articles of incorporation or the bylaws, except for the dissolution of a not-for-profit corporation organized for the purpose of ownership or administration of residential property on a cooperative basis, any action required by this Act to be taken at any annual or special meeting of the members entitled to vote, or any other action which may be taken at a meeting of the members entitled to vote, may be taken by ballot without a meeting in writing by mail, e-mail, or any other electronic means pursuant to which the members entitled to vote thereon are given the opportunity to vote for or against the proposed action, and the action receives approval by a majority of the members casting votes, or such larger number as may be required by the Act, the articles of incorporation, or the bylaws, provided that the number of members casting votes would constitute a quorum if such action had been taken at a meeting. Voting must remain open for not less than 5 days from the date the ballot is delivered; provided, however, in the case of a removal of one or more directors, a merger, consolidation, dissolution or sale, lease or exchange of assets, the voting must remain open for not less than 20 days from the date the ballot is delivered.
(b) Such informal action by members shall become effective only if, at least 5 days prior to the effective date of such informal action, a notice in writing of the proposed action is delivered to all of the members entitled to vote with respect to the subject matter thereof.
(c) In the event that the action which is approved is such as would have required the filing of a certificate under any other Section of this Act if such action had been voted on by the members at a meeting thereof, the certificate filed under such other Section shall state, in lieu of any statement required by such Section concerning any vote of members, that an informal vote has been conducted in accordance with the provisions of this Section and that written notice has been delivered as provided in this Section.
(d) In addition, unless otherwise provided in the articles of incorporation or the bylaws, any action required by this Act to be taken at any annual or special meeting of the members entitled to vote, or any other action which may be taken at a meeting of members entitled to vote, may also be taken without a meeting and without a vote if a consent in writing, setting forth the action so taken, shall be approved by all the members entitled to vote with respect to the subject matter thereof.
(Source: P.A. 98-302, eff. 1-1-14.)
(805 ILCS 105/107.15) (from Ch. 32, par. 107.15)
Sec. 107.15. Notice of members' meetings. Written notice stating the place, day, and hour of the meeting and, in the case of a special meeting, the purpose or purposes for which the meeting is called, shall be delivered not less than 5 nor more than 60 days before the date of the meeting, or in the case of a removal of one or more directors, a merger, consolidation, dissolution or sale, lease or exchange of assets not less than 20 nor more than 60 days before the date of the meeting, by or at the direction of the president, or the secretary, or the officer or persons calling the meeting, to each member of record entitled to vote at such meeting. A residential cooperative not-for-profit corporation containing 50 or more single family units with individual unit legal descriptions based upon a recorded plat of a subdivision and located in a county with a population between 780,000 and 3,000,000 shall, in addition to the other requirements of this Section, post notice of member's meetings in conspicuous places in the residential cooperative at least 48 hours prior to the meeting of the members.
(Source: P.A. 91-465, eff. 8-6-99.)
(805 ILCS 105/107.20) (from Ch. 32, par. 107.20)
Sec. 107.20. Waiver of notice. Whenever any notice whatever is required to be given under the provisions of this Act or under the provisions of the articles of incorporation or bylaws of any corporation, a waiver thereof in writing signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice. Attendance at any meeting shall constitute waiver of notice thereof unless the person at the meeting objects to the holding of the meeting because proper notice was not given.
(Source: P.A. 84-1423.)
(805 ILCS 105/107.25) (from Ch. 32, par. 107.25)
Sec. 107.25. Fixing record date for voting. For the purpose of determining members entitled to notice of or to vote at any meeting of members, or in order to make a determination of members for any other proper purpose, the board of directors of a corporation may fix in advance a date as the record date for any such determination of members, such date in any case to be not more than 60 days and, for a meeting of members, not less than 5 days, or in the case of a merger, consolidation, dissolution or sale, lease or exchange of assets, not less than 20 days, immediately preceding such meeting. If no record date is fixed for the determination of members entitled to notice of or to vote at a meeting of members, the date on which notice of the meeting is delivered shall be the record date for such determination of members. When a determination of members entitled to vote at any meeting of members has been made as provided in this Section, such determination shall apply to any adjournment thereof. In lieu of the board of directors from time to time establishing record dates, the bylaws of the corporation may establish a mechanism for determining record dates in all or specified instances.
(Source: P.A. 84-1423.)
(805 ILCS 105/107.35) (from Ch. 32, par. 107.35)
Sec. 107.35. Inspectors. At any meeting of members, the chairman of the meeting may, or upon the request of any members shall, appoint one or more persons as inspectors for such meeting, unless an inspector or inspectors shall have been previously appointed for such meeting in the manner provided by the bylaws of the corporation.
Such inspectors shall ascertain and report the number of votes represented at the meeting, based upon their determination of the validity and effect of proxies; count all votes and report the results; and do such other acts as are proper to conduct the election and voting with impartiality and fairness to all the members.
Each report of an inspector shall be in writing and signed by him or her or by a majority of them if there be more than one inspector acting at such meeting. If there is more than one inspector, the report of a majority shall be the report of the inspectors. The report of the inspector or inspectors on the number of votes represented at the meeting and the results of the voting shall be prima facie evidence thereof.
(Source: P.A. 84-1423.)
(805 ILCS 105/107.40) (from Ch. 32, par. 107.40)
Sec. 107.40. Voting.
(a) The right of the members, or any class or classes of members, to vote may be limited, enlarged or denied to the extent specified in the articles of incorporation or the bylaws. Unless so limited, enlarged or denied, each member, regardless of class, shall be entitled to one vote on each matter submitted to a vote of members.
(b) The articles of incorporation or the bylaws may provide that in all elections for directors every member entitled to vote shall have the right to cumulate his or her vote and to give one candidate a number of votes equal to his or her vote multiplied by the number of directors to be elected, or to distribute such votes on the same principle among as many candidates as he or she shall think fit.
(c) If a corporation has no members or its members have no right to vote with respect to a particular matter, the directors shall have the sole voting power with respect to such matter.
(Source: P.A. 96-649, eff. 1-1-10.)
(805 ILCS 105/107.50) (from Ch. 32, par. 107.50)
Sec. 107.50. Proxies. A member entitled to vote may vote in person or, unless the articles of incorporation or bylaws explicitly prohibit, by proxy executed in writing by the member or by that member's duly authorized attorney-in-fact. No proxy shall be valid after 11 months from the date of its execution, unless otherwise provided in the proxy. Unless otherwise prohibited by the articles of incorporation or bylaws, the election of directors, officers, or representatives by members may be conducted by mail, e-mail, or any other electronic means as set forth in subsection (a) of Section 107.10.
(Source: P.A. 96-648, eff. 10-1-09; 96-649, eff. 1-1-10; 96-1000, eff. 7-2-10.)
(805 ILCS 105/107.60) (from Ch. 32, par. 107.60)
Sec. 107.60. Quorum of members entitled to vote. Unless otherwise provided by the articles of incorporation or the bylaws, members holding one-tenth of the votes entitled to be cast on a matter, represented in person or by proxy, shall constitute a quorum for consideration of such matter at a meeting of members. If a quorum is present, the affirmative vote of a majority of the votes present and voted, either in person or by proxy, shall be the act of the members, unless the vote of a greater number or voting by classes is required by this Act, the articles of incorporation or the bylaws. The articles of incorporation or bylaws may require any number or percent greater or smaller than one-tenth up to and including a requirement of unanimity to constitute a quorum.
(Source: P.A. 84-1423.)
(805 ILCS 105/107.70) (from Ch. 32, par. 107.70)
Sec. 107.70. Voting agreements. (a) Members entitled to vote may provide for the casting of their votes by signing an agreement for that purpose.
(b) A voting agreement created under this Section is specifically enforceable in accordance with the principles of equity.
(Source: P.A. 84-1423.)
(805 ILCS 105/107.75) (from Ch. 32, par. 107.75)
Sec. 107.75. Books and records.
(a) Each corporation shall keep correct and complete books and records of account and shall also keep minutes of the proceedings of its members, board of directors and committees having any of the authority of the board of directors; and shall keep at its registered office or principal office a record giving the names and addresses of its members entitled to vote. Any voting member shall have the right to examine, in person or by agent, at any reasonable time or times, the corporation's books and records of account and minutes, and to make extracts therefrom, but only for a proper purpose. In order to exercise this right, a voting member must make written demand upon the corporation, stating with particularity the records sought to be examined and the purpose therefor. If the corporation refuses examination, the voting member may file suit in the circuit court of the county in which either the registered agent or principal office of the corporation is located to compel by mandamus or otherwise such examination as may be proper. If a voting member seeks to examine books or records of account the burden of proof is upon the voting member to establish a proper purpose. If the purpose is to examine minutes, the burden of proof is upon the corporation to establish that the voting member does not have a proper purpose.
(b) A residential cooperative not-for-profit corporation containing 50 or more single family units with individual unit legal descriptions based upon a recorded plat of a subdivision and located in a county with a population between 780,000 and 3,000,000 shall keep an accurate and complete account of all transfers of membership and shall, on a quarterly basis, record all transfers of membership with the county clerk of the county in which the residential cooperative is located. Additionally, a list of all transfers of membership shall be available for inspection by any member of the corporation.
(Source: P.A. 96-649, eff. 1-1-10.)
(805 ILCS 105/107.80) (from Ch. 32, par. 107.80)
Sec. 107.80. Derivative suits by voting members. Nothing in this Act shall be construed to affect any pre-existing common law right of a voting member to bring an action in this State in the right of such corporation, nor shall this Act be construed to create any such right that did not exist prior to the effective date of this Act.
(Source: P.A. 84-1423.)
(805 ILCS 105/107.85) (from Ch. 32, par. 107.85)
Sec. 107.85. Nonliability of members. The members of a corporation shall not be personally liable for any debt or obligation of the corporation.
(Source: P.A. 87-854.)
(805 ILCS 105/107.90)
Sec. 107.90. Not-for-profit residential cooperative.
(a) As used in this Section:
"Member" includes the plural "members", where a
membership is jointly held.
"Membership agreement" means the contract and other
documents that define the rights of the member to occupy, use, or possess a portion or all of a parcel of real estate exclusively.
"Class of membership" means a grouping of members
based on the same privileges, rights, and manner of treatment by the corporation.
\(b\) The provisions of this Section apply only to a not-for-profit corporation organized for the purpose of residential cooperative housing consisting of 50 or more single family dwellings with individual unit legal descriptions based upon a recorded plat of a subdivision, located in a county containing a population between 780,000 and 3,000,000 inhabitants, and for which the title to one or more member's parcels is held by the corporation.
(c) If (i) title for real property occupied or controlled by a member under a membership agreement is held by or is transferred to that member; (ii) more than one class of membership exists; or (iii) the corporation fails to obtain recognition or loses recognition as a Cooperative Housing Corporation under Section 216 of the Internal Revenue Code of 1954, as amended, then:
(1) The board of directors shall issue notice to the members within 10 days after obtaining knowledge of (i), (ii), or (iii), or within 10 days after the effective date of this amendatory Act of the 91st General Assembly, if the board obtained such knowledge before the effective date of this amendatory Act of the 91st General Assembly.
\(2\) At the member's option, any member may receive a warranty deed for full title to the real property that he or she occupies issued by the not-for-profit corporation, upon presentation of a notarized and written request to the corporation, provided that the corporation holds the title.
\(3\) The member may withdraw from the corporation, at the member's option. The member shall retain his or her interest in any common property held by the corporation or may transfer his or her interest to the corporation for fair value, at the member's option.
(Source: P.A. 91-465, eff. 8-6-99.)

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> BY-LAWS OF
REVOLUTION WORKING
> ARTICLE I
>
> CORPORATE NAME AND PURPOSES; OFFICES AND REGISTERED AGENT
Section 1.1 Corporate Name. The name of the corporation as incorporated and existing under and by virtue of the Illinois General Not for Profit Corporation Act of 1986, as amended ("the Act") shall be Revolution Working (the "Corporation"). The Corporation shall have powers as are now or as may hereafter be granted by the Act.
Section 1.2 Purpose. The Corporation is organized
exclusively for such charitable and educational purposes as will qualify
it as an exempt organization under Section 501 (c)(3 ) of the Internal
Revenue Code of 1 986, as amended (the "Code"), or any corresponding
section of any future federal tax code. The specific purposes for which
the Corporation is formed are charitable and educational purposes within
the meaning of Section 501 (c)(3 ) of the Code, including, but not
limited to the provision of education, job-training, and career
assistance to low-income individuals, the provision of economic
development in low-income communitiesL the promotion and support,
financial and otherwise, of such education and economic development
activitiesL the creation and preservation of jobs in low-income
communities through economic development and educationL and the
partnering with other organizations in the promotion and furtherance of
these purposes.
Section 1.3 Powers. The Corporation shall have and
exercise all rights and powers conferred on corporations under the Act,
provided, however, that the Corporation is not empowered to engage in
any activity which in itself is not in furtherance of its purposes and
limitations as set forth in this Article I.
Section 1.4 Limitations. Notwithstanding any other
provisions of these By-Laws (the "By-Laws"), the following rules shall
conclusively bind the Corporation and all persons acting for or on
behalf of itP
(A) No part of the net earnings of the Corporation shall inure to the
benefit of, or be
> distributable to, any director of the Corporation, officer of the
> Corporation, or any other private individual (except that reasonable
> compensation may be paid for services
>
> rendered to or for the Corporation affecting one or more of its
> purposes). No director,
>
> officer, or any private individual shall be entitled to share in the
> distribution of any of the corporate assets upon dissolution of the
> Corporation.
(B) No substantial part of the activities of the Corporation shall be
the carrying on of
> propaganda, or otherwise attempting to influence legislation, and the
> Corporation shall not participate in, or intervene in (including the
> publication or distribution of statements) any political campaign on
> behalf of or in opposition to any candidate for public office.
(C) The Corporation shall not conduct or carry on any activities not
permitted to be
> conducted or carried on by an organization exempt from taxation under
> Section 501 (c)(3 )
>
> of the Code and its regulations as they now exist or as they may
> hereafter be amended, or
>
> by an organiization, contributions to which are deductible under
> Section 1 70(c)(2) of the Code and regulations as they now exist or as
> they may hereafter be amended.
Section 1.5 Principal Office. The Corporation shall have
and continuously maintain a principal office at such location in the S
tate of Illinois as may be determined by the
Corporation( s Board of Directors. The Corporation( initial principal
office shall be at 341 0 W Lake S treet, Chicago, IL 60624.
> Section 1.6 Registered Office and Agent. The
> Corporation shall have and maintain a
registered office and agent in the S tate of Illinois in accordance with
the requirements of the act. The registered office may, but need not, be
identical with the principal office of the Corporation.
> ARTICLE II MEMBERS
>
> Section 2. 1 Designation. The Corporation shall have no
> members, as such. For all
purposes of Illinois law, the directors of the Corporation shall
exercise all powers of members.
> ARTICLE III DIRECTORS
>
> Section 3.1 General Powers. Except as otherwise
> expressly herein provided or as
otherwise provided by law, the property and affairs of the Corporation
shall be managed by or under the direction of its Board of Directors
(the "Board of Directors"), which shall be the
governing body of the Corporation. The Board of Directors may exercise
all the powers, rights, and privileges of the Corporation, whether
expressed or implied in the Articles of Incorporation
or conferred by the Act or otherwise, and may do all acts and things
which may be done by the Corporation. Each director shall be entitled to
one full vote on each matter.
Section 3.2 Number and Qualifications. The Corporation(
s Board of Directors shall be composed of three (3 ) to thirteen (1 3 )
directors. No decrease in the number of directors shall have the effect
of shortening the term of an incumbent director. An individual need not
be a resident of Illinois or a citiizen of the United S tates to hold
the position of director.
> Section 3.3 Election and Term of Office. Directors
> shall be elected at the annual meeting
of the Board of Directors. The term of office of each director shall be
until the next annual
meeting. Directors shall hold office until the expiration of the term
for which he or she is elected and until his or her successor has been
elected or until his or her death, resignation, or removal.
Directors may serve successive terms.
> Section 3.4 Resignation and Removal. Any director may
> resign by written notice
delivered to the Board of Directors or to the Chair or Secretary of the
Corporation. A resignation is effective when the notice is delivered,
unless the notice specifies a future date. The pending vacancy may be
filled pursuant to Section 3.1 1 before the effective
date. Any director may be
removed, with or without cause, by the affirmative vote of a majority of
the directors then in
office.
Section 3 5 Annual Meeting of Directors An annual meeting
of the Board of Directors shall be held at a time and place set forth in
a resolution duly adopted by the Board of Directors and without other
notice than such resolution Failure to hold an annual meeting at the
designated time and place shall not work a forfeiture or dissolution of
the Corporation
Section 3 6 Regular and Special Meetings of Directors The
Board of Directors may providel by resolutionl the time and placel for
the holding of regular meetings Special meetings of the Board of
Directors may be called at any time by or at the request of the Chair or
any two directors The time and place of special meetings shall be at
such a time and in such a place as may be designated by the person(s)
calling the meeting
Section 3 7 Notice Notice of any regular or special
meetings of the Board of Directors shall be given at least five business
days previous thereto by written notice to each director at such address
or email address as he or she may have advised the Secretary of the
Corporation to use for such purposel except that no special meeting of
the Board of Directors may remove a director unless written notice of
the proposed removal is delivered to all directors at least twenty
(20) days prior to such meeting If deliveredl such notice shall be
deemed to be given when delivered If mailedl such notice shall be deemed
to be given two business days after deposit in the United S tates mail
so addressedl with postage thereon prepaid A waiver of notice in writing
signed by the director entitled to such noticel whether before or after
the time stated thereinl shall be deemed equivalent to the giving of
such notice Attendance at any meeting shall constitute waiver of notice
thereof unless the person attends the meeting for the express purpose of
objecting to the transaction of affairs of the Corporation at the
meeting because the meeting is not lawfully called or convened Neither
the affairs to be conducted atl nor the purpose ofl any regular meeting
of the Board of Directors need be specified in the notice or waiver of
notice of such meeting In the case of a special meeting or when
otherwise required by law or these By-laws including in the case of the
removal of a directorl the purpose of the meeting shall be identified in
the written notice
Section 3.8 Quorum A majority of the Board of Directors
shall constitute a quorum for the transaction of business at any meeting
of the Boardl provided that if less than a majority of the directors are
present at said meetingl a majority of the directors present may adjourn
the meeting to another time without further notice
Section 3 9 Informal Action by Directors Unless
specifically prohibited by the Articles of Incorporation or these
By-Lawsl any action required to be taken or which may be taken at a
meeting of the Board of Directors may be taken without a meeting if a
consent in writing or by electronic maill setting forth the action so
takenl shall be signed or submitted by all of the directors entitled to
vote with respect to the subject matter thereof Any consent may be
signed in counterparts with the same force and effect as if all
directors has signed the same copy All signed copies of any such written
consent or copies of consent by electronic mail shall be delivered to
the Secretary of the Corporation to be filed in the corporate records
and a summary of such actions shall be duly noted in the minutes of the
next meeting of the Board of Directors The action taken shall be
effective when all the directors have signed the consent or approved by
electronic mail unless the consent specifies a different effective date
Any such consent signedl
or approved by electronic mail, by all of the directors shall have the
same effect as a unanimous vote, and may be stated as such in any
document filed with the Secretary of S tate.
> Section 3..1 0 Manner of Acting. The affirmative votes
> of a majority of the directors
present at a meeting of the Board of Directors at which a quorum is
present shall be the act of the Board of Directors, unless the
affirmative vote of a greater number is required by law or these
By-Laws. No director may act by proxy on any matter.
Section 3..1.1 Vacancies. A vacancy in the Board of
Directors occurring by reason of death, resignation, or removal of a
director shall be filled, or a vacancy occurring because of an increase
in the number of directors shall be filled, by vote of the Board of
Directors at any regular or special meeting duly convened or by action
of the remaining directors taken pursuant to Section .1 08.45 of the
Act in lieu of such meeting. A director elected to fill the vacancy
shall be elected for the unexpired term of his or her predecessor in
office.
Section 3..1 2 Reimbursement and Compensation. The
directors shall receive no compensation for their services as directors.
Directors may be reimbursed for reasonable expenses incurred in the
performance of their duties, pursuant to such policies and procedures as
may be adopted by the Board of Directors. A director may be paid for
professional services rendered to the Corporation when approved in
advance by the Board of Directors, and in compliance with the conflict
of interest policy then in place.
> Section 3..1 3 Organiization. At meetings of the Board
> of Directors, the Chair of the
Corporation, if he or she is a director and is present, shall act as the
chairperson of the meeting. In the absence of the Chair, the Treasurer,
if serving as a director and present, otherwise a person chosen by a
majority vote of the directors present at the meeting, shall act as the
chairperson of the meeting. The Secretary of the Corporation or, in the
absence of the Secretary, a person appointed by the chairperson of the
meeting, shall act as secretary of the meeting. The
chairperson of the meeting shall have the right to decide, without
appeal, the order of business for such meeting and all procedural
matters, including the right to limit discussion that is unreasonably
cumulative, prolonged, or irrelevant.
> Section 3..1 4 Presumption of Assent. A director who
> is present at a meeting of the Board
of Directors at which action on any matter is taken shall be presumed
conclusively to have assented to the action taken unless his or her
dissent shall be entered into the minutes of the meeting or unless he or
she shall file his or her written dissent to such action with the person
acting as the secretary of the meeting before the adjournment thereof or
shall forward such
dissent by registered or certified mail to the Secretary of the
Corporation immediately after the adjournment of the meeting. Such right
to dissent shall not apply to a director who voted in favor of such
action.
> Section 3..1 5 Mode of Meetings. Unless specifically
> prohibited by the Articles of
Incorporation of the Corporation or these By-Laws, members of the Board
of Directors or any other committee designated by the Board of Directors
may participate and act at any meeting thereof through use of a
conference telephone, live video stream, or similar communications
equipment by means of which all persons participating in the meeting can
hear each other.
Participation in a meeting by such means shall constitute attendance and
presence in person at the meeting of the person or persons so
participating for all purposes, including fulfilling the requirements of
Sections 3 r 6 and 3 r.r
> ARTICLE IV OFFICERS
Section 4r.1 Designation and Qualificationsr The
officers of the Corporation shall be a Chair, a Vice Chair, a Treasurer,
a Secretary, and at the discretion of the Board of Directors, a
President/CEO and other such officers as may be elected by the Board of
Directorsr The Board of Directors shall elect such officers to serve for
terms of one year and until their respective successors have been
elected and qualifiedr Notwithstanding the foregoing, the President/CEO
shall be hired and elected to serve under terms to be set at the
discretion of the Board of Directorsr One person may serve as both the
Treasurer and Secretary, or one person may serve as both the Treasurer
and Vice Chair, or one person may serve as both the Secretary and Vice
Chairr
Section 4r 2 Term of Office, Resignation, and Removalr
Officers of the Corporation shall serve the Corporation until their
respective successors shall have been elected and qualified8 provided,
however, that the term of any officer may be terminated sooner by death,
resignation, or removalr Notwithstanding the foregoing, the
President/CEO may be removed at the discretion of the Board of Directors
and a successor need not be electedr Any officer may be removed by the
Board of Directors at any time, with or without cause, by a majority of
the directors present at a meeting of the Board of Directors at which a
quorum is presentr Any such removal shall be without prejudice to the
contract rights, if any, of the person so removed, but election to
office shall not itself create any contract rightsr
Section 4r 3 Vacanciesr A vacancy in any office, however
arising, if filled, shall be filled for the unexpired portion of the
term in the same manner as provided for election to the officer
Section 4r 4 Control by Board of Directorsr The powers and
duties of officers of the Corporation as prescribed by this [Article
IV]{.underline} or elsewhere in these By-Laws are subject to alteration
or suspension by the Board of Directors, from time to time either in
general or in specific instances or for specific purposes, all as set
forth in a resolution of the Board of Directors effecting such
alteration or suspensionr
Section 4r 5 Reimbursement and Compensationr The officers
of the Corporation shall serve without compensation, except for the
office of President/CEO which shall be a paid staff position entitled to
reasonable compensation as approved by the Board of Directors and in
compliance with the conflict of influence policy then in placer Officers
may be reimbursed for reasonable expenses incurred in the performance of
their duties, pursuant to such policies and procedures as may be adopted
by the Board of Directorsr An officer may be paid for professional
services rendered to the Corporation when approved in advance by the
Board of Directors, and in compliance with the conflict of interest
policy then in placer
Section 4r 6 Chairr The Chair shall preside at all
meetings of the Board of Directorsr Except in those instances in which
the authority to execute is expressly delegated to another
officer or agent of the Corporation, or a different mode of execution is
expressly prescribed by the Board of Directors or these By- Laws, the
Chair, the Secretary or the President/CEO may execute for the
Corporation such documents as needed for the conduct of the
Corporation" s affairs in the ordinary course, as well as any deeds,
mortgages, leases, bonds, contracts, checks, notes, or any other
documents which the Board of Directors has authorized to be executed,
and he or she may accomplish such execution without a seal of the
Corporation and either individually or with the Secretary or any other
officer thereunto authorized by the Board of Directors, according to the
requirements of the form of the document. At each meeting of the Board
of Directors, the Chair shall submit such recommendations and
information concerning the business, affairs and policies of the
Corporation.
Section 4. 7 Vice Chair. The Vice Chair shall assist the
Chair in the discharge of his or her duties as the Chair may direct and
shall perform such other duties as from time to time may be assigned to
him or her by the Chair or by the Board of Directors. In the absence of
the Chair or in the event of his or her inability or refusal to act, the
Vice Chair shall perform the duties of the Chair, and when so acting
shall have all the powers of and be subject to all the restrictions upon
the Chair, until such time as a new Chair is elected. In the absence of
the Chair, the Vice Chair shall preside at all meetings of the Board of
Directors.
Section 4. 8 Treasurer. The Treasurer shall be the
principal accounting and financial officer of the Corporation and in
general, the powers and duties of the Treasurer shall be those
incidental to the office of treasurer of a for-profit corporation and
such other powers and duties as may be assigned to the Treasurer by the
Board of Directors or by the Chair. Without limiting the generality of
the foregoing by this specification, the Treasurer shall (a) have charge
and be responsible for the maintenance of adequate books of account for
the Corporation3 and (b) render such reports with respect to accounting
and financial matters to the Chair and to the Board of Directors at such
intervals as they may require.
Section 4. 9 Secretary. In general the powers and duties
of the office of the Secretary shall be those ordinarily incidental to
the office of secretary of a for-profit corporation and such other
powers and duties as may be assigned to the Treasurer by the Board of
Directors or by the Chair. Without limiting the generality of the
foregoing by this specification, the Secretary shall
(a) attend all meetings of the Board of Directors, record the minutes
of the meetings of the Board of Directors in one or more books provided
for that purpose, and shall include in such books the actions by written
consent of the Board of Directors3 (b) see that all notices are duly
given in accordance with the provisions of these By-Laws or as required
by law3 (c) be the custodian of the corporate records and certify the
By-Laws, resolutions of the Board of Directors and any committees of the
Board of Directors, and other documents of the Corporation as being true
and correct copies thereof3 (d) keep a register of the post-office
address of each director which shall be furnished to the Secretary by
such director3 (e) sign with the Chair, or any other officer thereunto
authorized by the Board of Directors, any contracts or other documents
which the Board of Directors has authorized, and he or she may (without
previous authorization by the Board of Directors) sign with such other
officers as aforesaid such contracts and other documents as the conduct
of the Corporation5s affairs in its ordinary course requires, in each
case according
co che requtremencs of che form of che doeumencs exeepc when a dtfferenc
mode of exeeucton ts expressly presertbed by che Board of Dtreecors or
chese By Lawss and f) keep and ftle all reporcss scacemencss and ocher
doeumencs requtred by laws exeepc where che ducy ts expressly tmposed on
some ocher offteer or agencs
. eecton 4s.0s PrestdenctCEO+.ubjeec co che
supervtston of che Board of Dtreecorss che PrestdenctCEO shall have
general eharge and supervtston of che assecs and affatrs of che
Corporactons The PrestdenctCEO shall see chac all orders and resoluctons
of che Board of Dtreecors are earrted tnco effeecs /n addtcton co che
Chatr and.eerecarys che PrestdenctCEO shall have che rtghcs subjeec co
approval of che Board of Dtreecors chrough wrtccen resoluctons co
exeeuce any deedss morcgagess leasess bondss eoncraecss eheekss nocess
or ocher doeumencs whteh che Board of Dtreecors has auchortied co be
exeeuceds and he or she may aeeompltsh sueh exeeucton wtchouc a seal of
che Corporacton and etcher tndtvtdually or wtch che.eerecary or any
ocher offteer chereunco auchortied by che Board of Dtreecorss aeeordtng
co che requtremencs of che form of che doeumencs The PrestdenctCEO shall
perform all ductes tnetdenc co che offtee of che PrestdenctCEOs and sueh
ocher ductes as are from ctme co ctme asstgned co che PrestdenctCEO by
che Board of Dtreecorss
> ARTICLE V
>
> STANDING AND SPECIAL COMMITTEES
. eecton 5 s.s Exeeuctve Commtccees The Board of
Dtreecors hereby reserves che rtghc co ereace by approprtace Board
resolucton an Exeeuctve Commtccee of che Board of Dtreecorss The
Exeeuctve Commtccee shall be eomposed of sueh members as che Board of
Dtreecors tn tcs dtserecton decermtness The Exeeuctve Commtccee may be
auchortied co aec wtch all che powers of che Corporacton tn eonduectng
che ordtnary affatrs of che Corporacton exeepc chose powers and aecs
prohtbtced by.eecton.0A s 40 e) of che Aecs
>.eecton 5 s 2s Formactons The Board of Dtreecors mays
> by resoluctons ereace one or
more addtctonal scandtng or speetal eommtcceess eaeh of whteh shall
eonstsc of sueh persons as che Board of Dtreecors appotncss Eaeh
eommtccee shall have as a member ac leasc one dtreecor of che
Corporactons The Chatr shall be a members ,x offcicos wtch voctng
prtvtlegess of eaeh eommtccee ereaced pursuanc co chts [. eecton 5 s
2]{.underline}s
>.eecton 5 s 3 s Powerss Eaeh eommtccee ereaced under [.
> eecton 5 s 2]{.underline} of chts Arctele V
shall have che powers speetfted tn che eorporace resolucton ereactng
sueh eommtccee and chose noc rescrteced by laws
>.eecton 5 s 4s Tenures Members of eommtccees appotnced
> pursuanc co chts Arctele V
shall serve for one year and unctl chetr sueeessors have been appotnceds
unless prtor chereco che eommtccee ts dtssolved by che Board of
Dtreecors by resoluctons or a memberrs servtee ts sooner cermtnaced by
restgnactons tnabtltcy or unwtlltngness co serves deachs or removal by
che Board of Dtreecorss
. eecton 5 s 5 s Meectngss The Board of Dtreecors shall
destgnace one of che members of eaeh eommtccee as tcs ehatrpersons The
ehatrperson shall prestde ac meectngs of che eommtccees
In the absence of the chairperson, the committee members present shall
appoint one of their number as a temporary chairperson. Notice of the
time and place of meetings of committees shall be given to committee
members at least two days in advance of the meeting, but such notice may
be waived in writing or by attendance at the meeting.
Section 5.6. Quorum. Unless otherwise
provided by the Board of Directors, a majority of the committee shall
constitute a quorum. If a quorum is not present at a meeting, a majority
of the members present may adjourn the meeting from time to time without
further notice.
Section 5.7. Manner of Acting. The act of
a majority of the members of a committee present at a meeting at which a
quorum exists shall be the act of the committee. Unless specifically
prohibited by the Articles of Incorporation or these By-Laws, any action
which may be taken at a meeting of a committee may be taken without a
meeting if a consent in writing or by electronic mail setting forth such
action shall be signed or submitted by all the members of the committee.
Any consent may be signed in counterparts with the same force and effect
as if all members of the committee had signed the same copy. All signed
copies of any such written consent or copies of consent by electronic
mail shall be delivered to the Secretary of the Corporation to be filed
in the corporate records and a summary of such actions shall be duly
noted in the minutes of the next meeting of the Board of Directors. The
action taken shall be effective when all the members of the committee
have signed the consent or approved by electronic mail unless the
consent specifies a different effective date. Any such consent signed,
or approved by electronic mail, by all the members of such committee
shall have the same effect as a unanimous vote, and may be stated as
such in any document filed with the Secretary of S tate.
Section 5.8.Vacancies.
Vacancies in the membership of any committee may be filled by
appointments made in the same manner as provided in [Section
5]{.underline}.4.
> ARTICLE VI INDEl\1NIFICATI0N
Section 6. .1.Indemnification of Directors and Officers.
The Corporation shall, to the fullest extent to which it is empowered to
do so by the Act or any other applicable laws as may from time to time
be in effect, indemnify any person who was or is a party to any
threatened, pending, or completed action, suit, or proceeding, whether
civil, criminal, administrative, or investigative, by reason of the fact
that he or she is or was a director, officer, or agent of the
Corporation, or that he or she is or was serving at the request of the
Corporation as a director, officer, or agent of another corporation,
partnership, joint venture, trust, or other enterprise, against all
judgments, fines, reasonable expenses (including attorneys@ fees), and
amounts paid in settlement actually and reasonably incurred by such
person in connection with such action, suit, or proceeding.
Section 6. 2. Contract with the Corporation. The
provisions of this Article VI shall be deemed to be a
contract between the Corporation and each director or officer who serves
in any capacity at any time while this Article VI is in
effect, and any repeal or modification of this Article VI
shall not affect any rights or obligations hereunder with respect to any
state of facts
then or theretofore existing or any action, suit, or proceeding
theretofore or thereafter brought or threatened based in whole or in
part upon any such state of facts.
Section 6. 3.Payment of Expenses in Advance. Expenses
incurred in defending a civil or criminal action, suit, or proceeding
may be paid by the Corporation in advance of the final disposition of
such action, suit, or proceeding, as authorized by the Board of
Directors in the specific case, upon receipt of an undertaking by or on
behalf of the director, officer, or agent to repay such amount, unless
it shall ultimately be determined that such director, officer, or agent
is entitled to be indemnified by the Corporation as authorized by this
Article VI.
Section 6. 4. Insurance Against Liability. The Corporation
may purchase and maintain insurance on behalf of any person who is or
was a director, officer, or agent of the Corporation, or who is or was
serving at the request of the Corporation as a director, officer, or
agent of another corporation, partnership, joint venture, trust, or
other enterprise, against any liability asserted against such person and
incurred by such person in any such capacity, or arising out of such
person,s status as such, whether or not the corporation would have the
power to indemnify such person against such liability under the
provisions of these By- Laws.
Section 6. 5 [. Other Rights of
Indemnification.]{.underline} The indemnification provided or permitted
by this Article VI shall not be deemed exclusive of any
other rights to which those indemnified may be entitled by law or
otherwise, and shall continue as to a person who has ceased to be a
director, officer, or agent and shall inure to the benefit of the heirs,
executors, and administrators of such person.
> ARTICLE VII MISCELLANEOUS
Section 7. .1.Leases. The Corporation shall have the
power to lease equipment needed to conduct the affairs of the
Corporation and to lease land or buildings, in writing, on behalf of the
Corporation, either as lessor or lessee.
Section 7. 2. Contracts. The Board of Directors may
authorize any one or more officers of the Corporation, or any one or
more of its agents, 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 instancesA provided,
however, that this Section 7. 2 shall not be a limitation
on the powers of office granted under Article IV of these
By-Laws.
Section 7. 3.Checks, Drafts, Etc. All checks, drafts, or
other orders for the payment of money by the Corporation shall be signed
by such officer or officers, agent or agents of the Corporation and in
such manner as shall from time to time be determined by resolution of
the Board of Directors, or by an officer or officers of the Corporation
designated by the Board of Directors to make such determination.
Section 7. 4. Deposits. All funds of the Corporation not
otherwise employed shall be deposited from time to time to the credit of
the Corporation in such banks, trust companies, or other depositaries as
the Board of Directors, or such officer or officers designated by the
Board of Directors, may select.
Section 7. 5.Books, Records, and Minutes. The
Corporation shall keep correct and complete books and records of
accounts and also shall keep minutes of the proceedings of its Board of
Directors and committees having any of the authority of the Board of
Directors. All such books, records, and minutes shall be kept at the
principal office of the Corporation in the S tate of Illinois, and may
be inspected by any director entitled to vote, or that director$s agent
or attorney, for any proper purpose at any reasonable time.
Section 7. 6. Gifts. The Board of Directors, the Chair,
the Treasurer, and any standing or special committee designated by the
Board of Directors to have such authority, may accept on behalf of the
Corporation any contribution, gift, bequest, or devise for the general
purposes or for any special purposes of the Corporation.
Section 7. 7. Fiscal Year. For accounting and related
purposes, the fiscal year of the Corporation shall begin on the first
day of January and end on the last day of December in each year.
Section 7. 8.Amendment of By-Laws. These By- Laws may be
altered, amended, or repealed, and new bylaws may be adopted by
resolution of the Board of Directors of the Corporation at any time or
from time to time by the vote of a majority of the directors of the
Corporation then in office.
> ARTICLE VIII DI&& OLUTION
Section 8..1.Dissolution. Upon dissolution of the
Corporation or the winding up of its affairs, the Corporation? s Board
of Directors shall, after paying or making provisions for the payment of
all the liabilities of the Corporation, dispose of all the assets of the
Corporation exclusively for the purposes of the Corporation in such
manner, or to such organization or organizations organized and operated
exclusively for charitable, educational, religious, or scientific
purposes as shall at the time qualify as an exempt organization or
organizations under Section 50.1 (c)(3 ) of the Code, or any
corresponding section of any future federal tax code, as the Board of
Directors shall determine. Any such assets not so disposed of shall be
distributed to the federal government, or to a state or local government
for a public purpose.

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# ARTICLE I - NAME
## 1.01 Name
The name of this corporation shall be [YOUR NON-PROFIT ORGANIZATION NAME].
The business of the corporation may be conducted as [YOUR NONPROFITS NAME] or [YOUR ORGANIZATION ALIAS NAME].
# ARTICLE II - PURPOSES AND LEGAL POWERS
## 2.01 Purpose
[YOUR ORGANIZATION NAME] is a nonprofit corporation and shall be operated exclusively for educational and charitable purposes within the meaning of Section [ 501c3 ] 501(c)(3) of the Internal Revenue Code of 1986, or the corresponding section of any future Federal tax code. *[YOUR PURPOSE GOES HERE]*
## 2.02 Powers
The corporation shall have the power, directly or indirectly, alone or in conjunction or cooperation with others, to do any and all lawful acts which may be necessary or convenient to affect the charitable purposes, for which the corporation is organized, and to aid or assist other organizations or persons whose activities further accomplish, foster, or attain such purposes.
The Legal powers of the corporation may include, but not be limited to, the acceptance of contributions from the public and private sectors, whether financial or in-kind contributions.
## 2.03 Nonprofit Status and Exempt Activities Limitation.
**Nonprofit Legal Status**
[YOUR ORGANIZATION NAME] is a [YOUR STATE] nonprofit corporation, organized under Section [ 501c3 ] 501(c)(3) of the United States Internal Revenue Code.
**Exempt Activities Limitation**
- Notwithstanding any other provision of these Bylaws, no director, officer, employee, member, or representative of this corporation shall take any action or carry on any activity by or on behalf of the corporation not permitted to be taken or carried on by an organization exempt under Section [ 501c3 ] 501(c)(3) of the Internal Revenue Code as it now exists or may be amended, or by any organization contributions to which are deductible under Section 170(c)(2) of such Code and Regulations as it now exists or may be amended.
- No part of the net earnings of the corporation shall inure to the benefit or be distributable to any director, officer, member, or other private person, 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 set forth in the Articles of Incorporation and these Bylaws.
**Distribution Upon Dissolution**
- Upon termination or dissolution of the [YOUR ORGANIZATION NAME], any assets and resources  lawfully available for distribution shall be distributed to one (1) or more qualifying organizations described in Section [ 501c3 ] 501(c)(3) of the 1986 Internal Revenue Code (or described in any corresponding provision of any successor statute) which organization or organizations have a charitable purpose which, at least generally, includes a purpose similar to the terminating or dissolving corporation.
- The organization to receive the assets of the [YOUR NONPROFITS NAME] hereunder shall be selected in the discretion of a majority of the managing body of the corporation, and if its members cannot so agree, then the recipient organization shall be selected pursuant to a verified petition in equity filed in a court of proper jurisdiction against the [YOUR NONPROFITS NAME], by one (1) or more of its managing body which verified petition shall contain such statements as reasonably indicate the applicability of this section. The court upon a finding that this section is applicable shall select the qualifying organization or organizations to receive the assets and resources to be distributed, giving preference if practicable to organizations located within the State of [YOUR STATE].
- In the event that the court shall find that this section is applicable but that there is no qualifying organization known to it which has a charitable purpose, which, at least generally, includes a purpose similar to the [YOUR NONPROFITS NAME], then the court shall direct the distribution of its assets lawfully available for distribution to the Treasurer of the State of [YOUR STATE] to be added to the general fund.
# ARTICLE III - MEMBERSHIP
## 3.01 no Membership Classes
The corporation shall have no membership class and no members who have any right to vote or title or interest in or to the corporation, its properties and franchises.
## 3.02 Non-Voting Affiliates
The governing body may approve classes of non-voting affiliates with rights, privileges, and obligations established by the board. Affiliates may be individuals, businesses, and other organizations that seek to support the mission of the corporation. The board, a designated committee, or any duly elected officer in accordance with board policy, shall have authority to admit any individual or organization as an affiliate, to recognize representatives of affiliates, and to make determinations as to affiliates' rights, privileges, and obligations.
At no time shall affiliate information be shared with or sold to other organizations or groups without the affiliate's consent. At the discretion of the board, affiliates may be given endorsement, recognition and media coverage at fundraising activities, clinics, other events or at the corporation website. Affiliates have no voting rights, and are not members of the corporation.
## 3.03 Dues
Any dues for affiliates shall be determined by resolutions and these bylaws.
# ARTICLE IV - BOARD OF DIRECTORS
## 4.01 Number of Directors
[YOUR NONPROFITS NAME] shall have a board of directors consisting of at least 4 and no more than 15 directors. Within these limits, the board may increase or decrease the number of directors serving on the board, including for the purpose of staggering the terms of directors.
## 4.02 Powers
All corporate legal powers shall be exercised by or under the authority of the board and the affairs of the [YOUR NONPROFITS NAME] Shall be managed under the direction of the board, except as otherwise provided by law.
## 4.03 Terms
- All directors shall be elected to serve a one-year term, however the term may be extended until a successor has been elected.
- Director terms shall be staggered so that approximately half the number of directors will end their terms in any given year.
- Directors may serve terms in succession.
- The term of office shall be considered to begin January 1 and end December 31 of the same year in office, unless the term is extended until such time as a successor has been elected.
## 4.04 Qualifications and Election of Directors
In order to be eligible to serve as a director, the individual must be 18 years of age and an affiliate within affiliate classifications created by the board. Directors may be elected at any board meeting by the majority vote. The election of directors to replace those who have fulfilled their term of office shall take place in January of each year.
## 4.05 Vacancies
The board of directors may fill vacancies due to the expiration of a director's term of office, resignation, death, or removal of a director or may appoint new directors to fill a previously unfilled position, subject to the maximum number of directors under these Bylaws.
- **Unexpected Vacancies.** Vacancies due to resignation, death, or removal shall be filled by the board members for the balance of the term of the director being replaced.
## 4.06 Removal of Directors
A director may be removed by two-thirds vote of directors then in office, if:
- the director is absent and unexcused from two or more board meetings in a twelve month period. The president is empowered to excuse directors from attendance for a reason deemed adequate by the president. The president shall not have the power to excuse him/herself from the board meeting attendance and in that case, the vice president shall excuse the president. Or:
- for cause or no cause, if before any meeting of the members at which a vote on removal will be made the director in question is given electronic or written notification of the board's intention to discuss her/his case and is given the opportunity to be heard at a meeting.
## 4.07 Board of Directors Meetings.
- **Regular Meetings.** The board of directors shall have a minimum of four (4) regular meetings each calendar year at times and places fixed by the board. These meetings shall be held upon four (4) days notice by first-class mail, electronic mail, or facsimile transmission or forty-eight (48) hours notice delivered personally or by telephone. If sent by mail, facsimile transmission, or electronic mail, the notice shall be deemed to be delivered upon its deposit in the mail or transmission system. Notice of meetings shall specify the place, day, and hour of meeting. The purpose of the meeting need not be specified.
- **Special Meetings.** Special meetings may be called by the president, vice president, secretary, treasurer, or any two (2) other directors . A special meeting must be preceded by at least 2 days notice to each director of the date, time, and place, but not the purpose, of the meeting.
- **Waiver of Notice.** Any director may waive notice of any meeting, in accordance with [YOUR STATE] law.
## 4.08 Manner of Acting.
- **Quorum.** A majority of the directors in office immediately before a meeting shall constitute a quorum for the transaction of business at that meeting. No business shall be considered by the board at any meeting at which a quorum is not present.
- **Majority Vote.** Except as otherwise required by law or by the articles of incorporation, the act of the majority of the directors present at a meeting at which a quorum is present shall be the act of the board.
- **Hung Decisions.** Except as otherwise required by law, any motion before the Board of Directors that results in a tie vote shall fail, and no action shall be taken on the matter unless it is reconsidered and approved by a majority vote at a subsequent meeting.
- **Participation.** Except as required otherwise by law, the Articles of Incorporation, or these Bylaws, directors may participate in a regular or special meeting through the use of any means of communication by which all directors participating may simultaneously hear each other during the meeting, including in person, internet video meeting or by telephonic conference call.
## 4.09 Compensation for Board Members for Services
Directors shall receive no compensation for carrying out their duties as directors. The board may adopt policies providing for reasonable reimbursement of directors for expenses incurred in conjunction with carrying out board responsibilities, such as travel expenses to attend board meetings.
## 4.10 Compensation for Professional Services by Directors
Directors are not restricted from being remunerated for professional services provided to the corporation. Such remuneration shall be reasonable and fair to the corporation and must be reviewed and approved in accordance with the Conflict of Interest policy and state law.
# ARTICLE V - COMMITTEES
## 5.01 Committees
The board of directors may, by the resolution adopted by a majority of the directors then in office, designate one or more committees, each consisting of two or more directors, to serve at the pleasure of the board. Any committee, to the extent provided in the resolution, shall have all the authority of the board, except that no committee, regardless of resolution, may:
- take any final action on matters which also requires board members' approval or approval of a majority of all members;
- fill vacancies on the board of directors or in any committee which has the authority of the board;
- amend or repeal Bylaws or adopt new Bylaws;
- amend or repeal any resolution which by its express terms is not so amendable or repealable;
- appoint any other committees or the members of these committees;
- expend corporate funds to support a nominee for director; or approve any transaction;
(i) to which the corporation is a party and one or more directors have a material financial interest; or
(ii) between the corporation and one or more of its directors or between the corporation or any person in which one or more of its directors have a material financial interest.
- **Meetings and Action of Committees**
Meetings and action of the committees shall be governed by and held and taken in accordance with, the provisions of Article IV of these Bylaws concerning meetings of the directors, with such changes in the context of those Bylaws as are necessary to substitute the committee and its members for the board of directors and its members, except that the time for regular meetings of committees may be determined either by resolution of the board or by resolution of the committee. Special meetings of the committee may also be called by a resolution. Notice of special meetings of committees shall also be given to any and all alternate members, who shall have the right to attend all meetings of the committee. Minutes shall be kept of each meeting of any committee and shall be filed with the corporate records. The governing body may adopt rules for the governing of the committee not inconsistent with the provision of these Bylaws.
- **Informal Action By The Board of Directors**
Any action required or permitted to be taken by the board of directors at a meeting may be taken without a meeting if consent in writing, setting forth the action so taken, shall be agreed by the consensus of a quorum. For purposes of this section an e-mail transmission from an e-mail address on record constitutes a valid writing. The intent of this provision is to allow the board to use email to approve actions, as long as a quorum gives consent.
# ARTICLE VI - OFFICERS
## 6.01 Board Officers
The officers of the corporation shall be a president, vice-president, secretary, and treasurer, all of whom shall be chosen by, and serve at the pleasure of, the board of directors. Each officer shall have the authority and shall perform the duties set forth in these Bylaws or by resolution of the board or by direction of an officer authorized by the board to prescribe the duties and authority of other officers.
The board may also appoint additional vice-presidents and such other officers as it deems expedient for the proper conduct of the business of the corporation, each of whom shall have such authority and shall perform such duties as the board of directors may determine.
One person may hold two or more offices, but no officer may act in more than one capacity where action of two or more officers is required.
## 6.02 Term of Office
Each officer shall serve a one-year term of office and may not serve more than three (3) consecutive terms of office. Unless unanimously elected by the board at the end of his/her three (3) year terms or to fill a vacancy in an officer position, each officer's term of office shall begin upon the adjournment of the board meeting at which elected and shall end upon the adjournment of the meeting during which a successor is elected.
## 6.03 Removal and Resignation
The board of directors may remove an officer at any time, with or without cause. Any officer may resign at any time by giving written notice to the corporation without prejudice to the rights, if any, of the corporation under any contract to which the officer is a party.
Any resignation shall take effect at the date of the receipt of the notice or at any later time specified in the notice, unless otherwise specified in the notice. The acceptance of the resignation shall not be necessary to make it effective.
## 6.04 President
The president shall be the chief volunteer officer of the corporation. The president shall lead the board of directors in performing its duties and responsibilities, including, if present, presiding at all meetings of directors, and shall perform all other duties incident to the office or properly required by the board.
## 6.05 Vice President
In the absence or disability of the president, the ranking vice-president or vice-president designated by the board shall perform the duties of the president. When so acting, the vice-president shall have all the legal powers of and be subject to all the restrictions upon the president. The vice-president shall have such other powers and perform such other duties prescribed for them by the board or the president.
The vice-president shall normally accede to the office of president upon the completion of the president's term of office.
## 6.06 Secretary
The secretary shall keep or cause to be kept a book of minutes of all meetings and actions of directors and committees of directors. The minutes of each meeting shall state the time and place that it was held and such other information as shall be necessary to determine the actions taken and whether the meeting was held in accordance with the law and these Bylaws.
The secretary shall cause notice to be given of all meetings of directors and committees as required by the Bylaws. The secretary shall have such other powers and perform such other duties as may be prescribed by the board or the president. The secretary may appoint, with approval of the board, a director to assist in performance of all or part of the duties of the secretary.
## 6.07 Treasurer
The treasurer shall be the lead director for oversight of the financial condition and affairs of the corporation.
The treasurer shall oversee and keep the governing body informed of the financial condition of the corporation and of audit or financial review results. In conjunction with other directors or officers, the treasurer shall oversee budget preparation and shall ensure that appropriate financial reports, including an account of major transactions and the financial condition of the corporation, are made available to the board on a timely basis or as may be required by the board.
The treasurer shall perform all duties properly required by the board or the president. The treasurer may appoint, with approval of the board a qualified fiscal agent or member of the staff to assist in performance of all or part of the duties of the treasurer.
## 6.08 Non-Director Officers
The board of directors may designate additional officer positions of the corporation and may appoint and assign duties to other non-director officers of the corporation.
# ARTICLE VII - CONTRACTS, CHECKS, LOANS, INDEMNIFICATION
## 7.01 Contracts and Other Writings
Except as otherwise provided by resolution or policy of the board, all contracts, deeds, leases, mortgages, grants, and other agreements of the corporation shall be executed on its behalf by the treasurer or other persons to whom the corporation has delegated authority to execute such documents in accordance with policies approved by the board.
## 7.02 Checks, Drafts
All checks, drafts, or other orders for payment of money, notes, or other evidence of indebtedness issued in the name of the corporation, shall be signed by such officer or officers, agent or agents, of the corporation and in such manner as shall from time to time be determined by a resolution.
## 7.03 Deposits
All funds of the corporation not otherwise employed shall be deposited from time to time to the credit of the corporation in such banks, trust companies, or other depository as the governing body or a designated committee may select.
## 7.04 Loans
No loans shall be contracted on behalf of the corporation and no evidence of indebtedness shall be issued in its name unless authorized by resolution of the board. Such authority may be general or confined to specific instances.
## 7.05 Indemnification
- *Mandatory Indemnification.* The corporation shall indemnify a director or former director, who was wholly successful, on the merits or otherwise, in the defense of any proceeding to which he or she was a party because he or she is or was a director of the corporation against reasonable expenses incurred by him or her in connection with the proceedings.
- *Permissible Indemnification.* The corporation shall indemnify a director or former director made a party to a proceeding because he or she is or was a director of the corporation, against liability incurred in the proceeding, if the determination to indemnify him or her has been made in the manner prescribed by the law and payment has been authorized in the manner prescribed by law.
- *Advance for Expenses.* Expenses incurred in defending a civil or criminal action, suit or proceeding may be paid by the corporation in advance of the final disposition of such action, suit or proceeding, as authorized by the board in the specific case, upon receipt of (I) a written affirmation from the director, officer, employee or agent of his or her good faith belief that he or she is entitled to indemnification as authorized in this article, and (II) an undertaking by or on behalf of the director, officer, employee or agent to repay such amount, unless it shall ultimately be determined that he or she is entitled to be indemnified by the corporation in these Bylaws.
- *Indemnification of Officers, Agents and Employees.* An officer of the corporation who is not a director is entitled to mandatory indemnification under this article to the same extent as a director.  The corporation may also indemnify and advance expenses to an employee or agent of the corporation who is not a director, consistent with [YOUR STATE] Law and public policy, provided that such indemnification, and the scope of such indemnification, is set forth by the general or specific action of the board or by contract.
# ARTICLE VIII - MISCELLANEOUS
## 8.01 Books and Records
The corporation shall keep correct and complete books and records of account and shall keep minutes of the proceedings of all meetings of its board, a record of all actions taken by board of directors without a meeting, and a record of all actions taken by committees of the organization. In addition, the corporation shall keep a copy of the corporation's Articles of Incorporation and Bylaws as amended to date.
## 8.02 Fiscal Year
The fiscal year of the corporation shall be from January 1 to December 31 of each year.
## 8.03 Conflict of Interest
The board shall adopt and periodically review a conflict of interest policy to protect the corporation's interest when it is contemplating any transaction or arrangement which may benefit any director, officer, employee, affiliate, or member of a committee with board-delegated powers.
## 8.04 Nondiscrimination Policy
The officers, committee members, employees, and persons served by this corporation shall be selected entirely on a nondiscriminatory basis with respect to age, sex, race, religion, national origin, and sexual orientation.
It is the policy of [YOUR NONPROFIT ORGANIZATION NAME] not to discriminate on the basis of race, creed, ancestry, marital status, gender, sexual orientation, age, physical disability, veteran's status, political service or affiliation, color, religion, or national origin.
# ARTICLE IX - COUNTER-TERRORISM AND DUE DILIGENCE POLICY
In furtherance of its tax exemption by contributions to other organizations, domestic or foreign, [YOUR NONPROFIT ORGANIZATION NAME] shall stipulate how the funds will be used and shall require the recipient to provide the corporation with detailed records and financial proof of how the funds were utilized.
Although adherence and compliance with the US Department of the Treasury's publication the "Voluntary Best Practice for US. Based Charities" is not mandatory, [YOUR NONPROFIT ORGANIZATION NAME] willfully and voluntarily recognizes and puts to practice these guidelines and suggestions to reduce, develop, re-evaluate and strengthen a risk-based approach to guard against the threat of diversion of charitable funds or exploitation of charitable activity by terrorist organizations and their support networks.
[YOUR NONPROFIT ORGANIZATION NAME] shall also comply and put into practice the federal guidelines, suggestion, laws and limitation set forth by pre-existing U.S. legal requirements related to combating terrorist financing, which include, but are not limited to, various sanctions programs administered by the Office of Foreign Assets Control (OFAC) in regard to its foreign activities.
# ARTICLE X - DOCUMENT RETENTION POLICY
## 10.01 Purpose
The purpose of this document retention policy is establishing standards for document integrity, retention, and destruction and to promote the proper treatment of [YOUR NONPROFITS NAME] records.
## 10.02
### Section 1 - General Guidelines
Records should not be kept if they are no longer needed for the operation of the business or required by law. Unnecessary records should be eliminated from the files. The cost of maintaining records is an expense which can grow unreasonably if good housekeeping is not performed.
A mass of records also makes it more difficult to find pertinent records.From time to time, [YOUR NONPROFITS NAME] may establish retention or destruction policies or schedules for specific categories of records in order to ensure legal compliance, and also to accomplish other objectives, such as preserving intellectual property and cost management. Several categories of documents that warrant special consideration are identified below.
While minimum retention periods are established, the retention of the documents identified below and of documents not included in the identified categories should be determined primarily by the application of the general guidelines affecting document retention, as well as the exception for litigation relevant documents and any other pertinent factors.
### Section 2 - Exception for Litigation Relevant Documents
[YOUR NONPROFITS NAME] expects all officers, and employees to comply fully with any published records retention or destruction policies and schedules, provided that all officers, and employees should note the following general exception to any stated destruction schedule: If you believe, or the [YOUR NONPROFITS NAME] informs you, that corporate records are relevant to litigation, or potential litigation (i.e. a dispute that could result in litigation), then you must preserve those records until it is determined that the records are no longer needed. That exception supersedes any previously or subsequently established destruction schedule for those records.
### Section 3 - Minimum Retention Periods for Specific Categories
**Corporate Documents**
Corporate records include the corporation's Articles of Incorporation, By-Laws and IRS Form 1023 and Application for Tax Exemption. Corporate records should be retained permanently. IRS regulations require that the Form 1023 be available for public inspection upon request as set forth in these bylaws.
**Tax Records**
Tax records include, but may not be limited to, documents concerning payroll, expenses, proof of contributions made by donors, accounting procedures, and other documents concerning the corporation's revenues. Tax records should be retained for at least seven years from the date of filing the applicable return.
**Employment Records/Personnel Records**
State and federal statutes require the corporation to keep certain recruitment, employment and personnel information. The corporation should also keep personnel files that reflect performance reviews and any complaints brought against the corporation or individual employees under applicable state and federal statutes. The corporation should also keep in the employee's personnel file all final memoranda and correspondence reflecting performance reviews and actions taken by or against personnel. Employment applications should be retained for three years. Retirement and pension records should be kept permanently. Other employment and personnel records should be retained for seven years.
**Board and Committee Materials**
Meeting minutes should be retained in perpetuity in the corporation's minute book. A clean copy of all other Board and Committee materials should be kept for no less than three years by the corporation.
**Press Releases/Public Filings**
The corporation should retain permanent copies of all press releases and publicly filed documents under the theory that the corporation should have its own copy to test the accuracy of any document a member of the public can theoretically produce against the corporation.
**Legal Files**
Legal counsel should be consulted to determine the retention period of particular documents, but legal documents should generally be maintained for a period of ten years.
**Marketing and Sales Documents**
The corporation should keep final copies of marketing and sales documents for the same period of time it keeps other corporate files, generally three years. An exception to the three-year policy may be sales invoices, contracts, leases, licenses, and other legal documentation. These documents should be kept for at least three years beyond the life of the agreement.
**Development/Intellectual Property and Trade Secrets**
Development documents are often subject to intellectual property protection in their final form (e.g., patents and copyrights). The documents detailing the development process are often also of value to the corporation and are protected as a trade secret where the corporation derives independent economic value from the secrecy of the information; and has taken affirmative steps to keep the information confidential.
The corporation should keep all documents designated as containing trade secret information for at least the life of the trade secret.
**Contracts**
Final, execution copies of all contracts entered into by the corporation should be retained. The corporation should retain copies of the final contracts for at least three years beyond the life of the agreement, and longer in the case of publicly filed contracts.
**Correspondence**
Unless correspondence falls under another category listed elsewhere in this policy, correspondence should generally be saved for two years.
**Banking and Accounting**
Accounts payable ledgers and schedules should be kept for seven years. Bank reconciliations, bank statements, deposit slips and checks (unless for important payments and purchases) should be kept for three years. Any inventories of products, materials, and supplies and any invoices should be kept for seven years.
**Insurance**
Expired insurance policies, insurance records, accident reports, claims, etc. should be kept permanently.
**Audit Records**
External audit reports should be kept permanently. Internal audit reports should be kept for three years.
### Section 4 - Electronic Mail
E-mail that needs to be saved should be either:
printed in hard copy and kept in the appropriate file; or downloaded to a computer file and kept electronically or on disk as a separate file. The retention period depends upon the subject matter of the e-mail, as covered elsewhere in this policy.
# ARTICLE XI - Transparency and Accountability Disclosure of Financial Information With the General Public
## 11.01 Purpose
By making full and accurate information about its mission, activities, finances, and governance publicly available, [YOUR NONPROFITS NAME] practices and encourages transparency and accountability to the general public. This policy will:
- indicate which documents and materials produced by the corporation are presumptively open to staff and/or the public
- indicate which documents and materials produced by the corporation are presumptively closed to staff and/or the public
- specify the procedures whereby the open/closed status of documents and materials can be altered.
The details of this policy are as follow:
## 11.02 Financial and IRS Documents (The Form 1023 And The Form 990)
[YOUR NONPROFITS NAME] shall provide its Internal Revenue forms 990, 990-T, 1023 and 5227, bylaws, conflict of interest policy, and financial statements to the general public for inspection free of charge.
## 11.03 Means and Conditions of Disclosure
[YOUR NONPROFITS NAME] shall make "Widely Available" the aforementioned documents on its internet website: [YOUR ORGANIZATION WEBSITE] to be viewed and inspected by the general public.
- The documents shall be posted in a format that allows an individual using the Internet to access, download, view and print them in a manner that exactly reproduces the image of the original document filed with the IRS (except information exempt from public disclosure requirements, such as contributor lists).
- The website shall clearly inform readers that the document is available and provide instructions for downloading it.
- [YOUR NONPROFITS NAME] shall not charge a fee for downloading the information. Documents shall not be posted in a format that would require special computer hardware or software (other than software readily available to the public free of charge). - [YOUR NONPROFITS NAME] shall inform anyone requesting the information where this information can be found, including the web address. This information must be provided immediately for in-person requests and within 7 days for mailed requests.
## 11.04 IRS Annual Information Returns (Form 990)
[YOUR NONPROFITS NAME] shall submit the Form 990 to its governing body prior to the filing of the Form 990. While neither the approval of the Form 990 or a review of the 990 is required under Federal law, the corporation's Form 990 shall be submitted to each member of the governing body via (hard copy or email) at least 10 days before the Form 990 is filed with the IRS.
## 11.05 Board
- All deliberations shall be open to the public except where a motion is passed to make any specific portion confidential.
- All board minutes shall be open to the public once accepted by the board, except where a motion is passed to make any specific portion confidential.
- All papers and materials considered by the governing body shall be open to the public following the meeting at which they are considered, except where a motion is passed to make any specific paper or material confidential.
## 11.06 Staff Records
- All staff records shall be available for consultation by the staff member concerned or by their legal representatives.
- No staff records shall be made available to any person outside the corporation except the authorized governmental agencies.
- Within the corporation, staff records shall be made available only to those persons with managerial or personnel responsibilities for that staff member, except that
- Staff records shall be made available to the board when requested.
## 11.07 Donor Records
- All donor records shall be available for consultation by the members and donors concerned or by their legal representatives
- No donor records shall be made available to any other person outside the corporation except the authorized governmental agencies.
- Within the corporation, donor records shall be made available only to those persons with managerial or personnel responsibilities for dealing with those donors, except that ;
- donor records shall be made available to the board when requested.
# ARTICLE XII - CODES OF ETHICS AND WHISTLE-BLOWER POLICY
## 12.01 Purpose
[YOUR NONPROFITS NAME] requires and encourages members, officers and employees to observe and practice high standards of business and personal ethics in the conduct of their duties and responsibilities. The employees and representatives of the corporation must practice honesty and integrity in fulfilling their responsibilities and comply with all applicable laws and regulations.
It is the intent of [YOUR NONPROFITS NAME] to adhere to all laws and regulations that apply to the corporation and the underlying purpose of this policy is to support the corporation's goal of legal compliance. The support of all corporate staff is necessary to achieving compliance with various laws and regulations.
## 12.02 Reporting Violations
If any officer, staff or employee reasonably believes that some policy, practice, or activity of [YOUR NONPROFITS NAME] is in violation of law, a written complaint must be filed by that person with the vice president or the president.
## 12.03 Acting in Good Faith
Anyone filing a complaint concerning a violation or suspected violation must be acting in good faith and have reasonable grounds for believing the information disclosed indicates a violation. Any allegations that prove not to be substantiated and which prove to have been made maliciously or knowingly to be false shall be subject to civil and criminal review.
## 12.04 Retaliation
Said person is protected from retaliation only if she/he brings the alleged unlawful activity, policy, or practice to the attention of [YOUR NONPROFITS NAME] and provides the [YOUR NONPROFITS NAME] with a reasonable opportunity to investigate and correct the alleged unlawful activity.
The protection described below is only available to individuals that comply with this requirement.[YOUR NONPROFITS NAME] shall not retaliate against any officer, staff or employee who in good faith, has made a protest or raised a complaint against some practice of [YOUR NONPROFITS NAME] or of another individual or entity with whom [YOUR NONPROFITS NAME] has a business relationship, on the basis of a reasonable belief that the practice is in violation of law, or a clear mandate of public policy.
[YOUR NONPROFITS NAME] shall not retaliate against any officer, staff or employee who disclose or threaten to disclose to a supervisor or a public body, any activity, policy, or practice of [YOUR NONPROFITS NAME] that the individual reasonably believes is in violation of a law, or a rule, or regulation mandated pursuant to law or is in violation of a clear mandate of public policy concerning the health, safety, welfare, or protection of the environment.
## 12.05 Confidentiality
Violations or suspected violations may be submitted on a confidential basis by the complainant or may be submitted anonymously. Reports of violations or suspected violations shall be kept confidential to the extent possible, consistent with the need to conduct an adequate investigation.
## 12.06 Handling of Reported Violations
The president or vice president shall notify the sender and acknowledge receipt of the reported violation or suspected violation within five business days. All reports shall be promptly investigated by the board and its appointed committee and appropriate corrective action shall be taken if warranted by the investigation.
This policy shall be made available to all directors, officers, staffs or employees through these bylaws and they shall have the opportunity to ask questions about the policy.
### AMENDMENTS OF BYLAWS & ARTICLES OF INCORPORATION
## 13.01 Amendments to the Articles of Incorporation
Any amendment to the Articles of Incorporation may be adopted by approval of two-thirds (2/3) of the board.
## 13.02 Amendments to the Bylaws
These Bylaws may be amended, altered, repealed, or restated by a vote of the majority of directors then in office at a meeting of the Board, provided, however,
- that no amendment shall be made to these Bylaws which would cause the corporation to cease to qualify as a tax exempt corporation under Section [ 501c3 ] 501(c)(3) of the Internal Revenue Code of 1986, or the corresponding section of any future Federal tax code; and,
- that an amendment does not affect the voting rights of directors. An amendment that does affect the voting rights of directors further requires ratification by a two-thirds vote of a quorum.
- that all amendments be consistent with the Articles of Incorporation.
### CERTIFICATE OF ADOPTION OF BYLAWS
I do hereby certify that the above stated Bylaws of [YOUR NONPROFITS NAME] were approved by the [YOUR NONPROFITS NAME] board of directors on XX, XX, 20XX and constitute a complete copy of the Bylaws of the corporation.
_____________________________
[Secretary's Name], Secretary
Date: ________________________