ARTISTS FOR
HUMANITY www.artists4humanity.mna.cc, P.O. BOX 763, ELFERS, FL 34680, USA
HELP US TO HELP OTHERS - BE ONE OF US!
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ABOUT US
ARTISTS FOR HUMANITY, INC. WAS FOUNDED IN 2008 AND GOT INCORPORATED ON APRIL 23, 2009 AS NONE PROFIT ORGANIZATION.
The Internal Revenue Code (IRC) Section 501(c)(3) public charity was applied and is pending.
Our Goals:
We are raisnig funds to building Art Centers for artists and art sponsors. Funds we raise from our projects and Art Centers helps humanitarian projects.
Why Artists for Humanity, Inc. is different from all other charities?
We are 21 Century none profit organization where all members can fully participate in our fund raising project and all projects we try help humanity.
To donate money is easy but hard work and sweat of our members working on our projects gives all of us the unique sense of helping others and satisfaction from job well done.
All donators can vote for projects submitted by members.
All members enjoy what Artists for Humanity, Inc. brings to them:
Members can submit your projects where and who to help - humanitarian projects.
All members can actually work on any project.
Members are free to visit our future Art Centers with Galleries, Studios and Museums.
Participate with our fund raising projects - we got them very unique - all members enjoy them!
Members can enjoy our artists village and art projects - we travel around the world.
Meet other artists and members at our projects.
Open art studio at our future Art Centers.
All donators and members are placed at our web site.
All your art can be placed at our Hall of Fame.
Membership
Please check our membership information - meet us all at our projects helping humanity.
History
The founder of Artists for Humanity was Ted Jec. with help from many of his friends, artists in USA and overseas.
In the worst economical recession of 2008 / 2009 it was decided that it would be nobel to help others with our skills and extra time to help other people in need.
We had bad prognosis because of the economic crises and millions of people who got unemployed.
We decided to give hope and work to all of those who lost jobs but got skills and time.
We said - yes, we can help humanity with arts and good hearts - would you be one of us?
Details about Artists for Humanity - FAQ
Bylaws of
Artists For Humanity, Inc.
Artists For Humanity, Inc.
Article 1 -
Name of the Corporation &
Offices
Section 1 -
Name of the Corporation
This
corporation shall be known as Artists For
Humanity, Inc., herein after is also referred to as corporation and/or
organization.
Section 2 -
Principal Office
The principal office of
the corporation will be located at
the following address:
New Port
Section 3 -
Change
of Address
The
designation of the county or state of the
corporation’s principal office may be changed by amendment of these
Bylaws. The
Board of Directors may change the principal office from one location to
another
within the named county by noting the changed address and effective
date below,
and such changes shall not be deemed, nor require, an amendment of
these
Bylaws:
- New Address:
________________________________
Dated:
________________________________
- New Address:
________________________________
Dated:
________________________________
Section 4 -
Other Offices
The
corporation may also have offices at such
other places, within or without its state of incorporation, where it is
qualified to do business, as its business and activities may require,
and as the
Board of Directors may, from time to time, designate.
Article 2 -
Non Profit Purposes
Section 1 -
IRC Section 501(c) (3) Purposes
This
corporation is organized exclusively for
charitable, religious, educational, and/or scientific purposes as
specified in
Section 501(c)(3) of the Internal Revenue Code, including, for such
purposes,
the making of distributions to organizations that qualify as exempt
organizations under section 501(c)(3) of the Internal Revenue Code.
Section 2 -
Specific Objectives and Purposes
This
corporation is a non-profit organization established with an objective
to
receive and distribute funds for the purpose of helping humanity and
arts
projects as well as to build and operate studios, galleries and museums.
Section 1 -
Number
The
corporation shall have a minimum of three
directors and collectively they shall be known as the Board of
Directors.
Section 2 -
Qualifications
Directors of
corporation shall qualify the age or
any other specific requirement that may be in force in this state at
any given
point of time.
Section 3 -
Powers
The Board of
Directors of corporation shall
conduct all the activities and affairs of this corporation and also
exercise
all corporate powers, subject to the provisions of the laws of this
state, the
Articles of Incorporation and these Bylaws.
Section 4 -
Duties
a)
Perform any
and all duties imposed on them collectively or
individually by law, by the Articles of Incorporation or by these
Bylaws;
b)
Appoint and
remove, employ and discharge, and except as otherwise
provided in these bylaws, prescribe the duties and fix the
compensation, if
any, of all officers, agents and employees of this corporation;
c)
Supervise
all officers, agents and employees of the corporation to
assure that their duties are performed properly;
d)
Meet at such
times and places as required by these Bylaws;
e)
Register
their addresses with the Secretary of the corporation,
and notices of meetings mailed, emailed, telegraphed or faxed to them
at such
addresses shall be valid notices thereof.
Section 5 -
Term of Office
Each
Director shall hold office for a period of
five years and until his or her successor is elected and qualifies.
Section 6 -
Compensation
Directors
shall not receive any compensation for their services, except that each
Director is entitled to receive from the Corporation reimbursement of
expenses
incurred by the Director in the furtherance of the Corporation's
business.
Nothing contained in this Section shall be construed to preclude any
Director
from serving the Corporation in any other capacity and receiving
compensation
for that service. In such a scenario, the salaried individuals will not
vote on
their own compensation and compensation decisions will be made by the
unrelated
board members.
Section 7 -
Place of Meetings
Meetings
shall be held at the principal office of the corporation
unless otherwise provided by the board or at such other place as may be
designated from time to time by resolution of the Board of Directors.
Section 8 -
Regular Meetings
Regular
meetings of the Board of Directors shall
be held once in a year. The Board of Directors shall decide the date,
time and
venue from time to time. If this corporation makes no provision for
members,
then, one meeting every five years shall be designated to elect the new
Board
of Directors. Voting for the election shall be by written ballot. Each
director
shall cast one vote per candidate, and may vote for as many candidates
as the
number of candidates to be elected to the board. The candidates
receiving the
highest number of votes up to the number of directors to be elected
shall be
eligible to serve on the board.
Section 9 -
Special Meetings
Special
meetings of the Board of Directors may be
called by the Chairperson of the Board, the President, the Vice
President, the
Secretary, by any two directors, or, if different, by the persons
specifically
authorized under the laws of this state to call special meetings of the
board.
Such meetings shall be held at the principal office of the corporation
or, if
different, at the place designated by the persons calling the special
meeting.
Section 10
- Notice of Meetings
The
procedure to be followed is as below unless
the Articles of Incorporation, these Bylaws or the laws of this state
require
otherwise.
a)
Regular
Meetings – Notice shall be sent by regular post, by
e-mail, or by facsimile machine at least three weeks in advance. In the
case of
facsimile notification, the director to be contacted shall acknowledge
personal
receipt of the notice by a return message or telephone call within
twenty- four
hours of the first facsimile transmission.
b)
Special
Meetings - Notice shall be sent by regular post, by
e-mail, or by facsimile machine at least one week in advance. In the
case of
facsimile notification, the director to be contacted shall acknowledge
personal
receipt of the notice by a return message or telephone call within
twenty- four
hours of the first facsimile transmission.
c)
Waiver of
Notice - Whenever any notice of a meeting is required to
be given to any director of this corporation, a waiver of notice in
writing
signed by the director, whether before or after the time of the
meeting, shall
be equivalent to the giving of such notice.
Section 11
- Quorum for Meetings
A quorum
shall consist of a majority of the Board
of Directors of the corporation serving office at any given time and
shall not
be less than one third of the number of directors in office. The Board
shall
not conduct any business at any meeting at which the required quorum is
not
present. The only motion, which the Chair shall entertain, is a motion
to
adjourn.
Section 12 -
Majority Action as Board Action
Every act or
decision done or made by a majority
of the directors present at a meeting duly held at which a quorum is
present is
the act of the Board of Directors, unless the Articles of
Incorporation, these
Bylaws or the laws of this state require otherwise.
Meetings of
the Board shall be presided over by
the Chairperson of the Board, or, if no such person has been so
designated or,
in his or her absence, the President of the corporation, or in his or
her
absence, by the Vice President of the corporation or, in the absence of
each of
these persons, by a Chairperson chosen by a majority of the directors
present
at the meeting. The secretary of corporation shall act as the secretary
of all
meetings of the Board, provided that, in his or her absence, the
presiding
officer shall appoint another person to act as the Secretary of the
Meeting.
Procedures for the conduct of meeting shall be amended or revised from
time to
time by a resolution of the Board of Directors.
Section 14
- Vacancies
Vacancies on
the Board of Directors of
corporation shall exist
a) On the
death,
resignation or removal of any director,
b) Whenever
the number of
authorized director is increased.
Any director
may resign effective upon giving
written notice to the Chairperson of the Board, the President, the
Secretary or
the Board of Directors, unless the notice specifies a later time for
the
effectiveness of such resignation. No Director may resign if the
corporation
would then be left without a duly elected director or directors in
charge of
its affairs, except upon the notice of the Attorney General or other
appropriate
agency of this state. Directors may be removed from office, with or
without
cause, as permitted by and in accordance with the laws of this state.
Section 15
- Non-liability of Directors
The
directors shall not be personally liable for
the debts, liabilities or other obligations of the corporation.
Section 16
- Indemnification by Corporation of Directors and Officers
The directors and officers
are indemnified to the fullest
extent permissible under the laws of this state.
Article
4 - Officers
Section 1 -
Designation of Officers
The officers
of the corporation shall be a
President, a Secretary and a Treasurer. The Board of Directors shall
decide
from time to time, whether to have new officers with new designations.
Section 2 -
Qualifications
The officers
of the corporation shall qualify the
age or any other specific requirement that may be in force in this
state at any
given point of time
Section 3 -
Election and Term of Office
The Board of
Directors shall elect officers at
any time, and each officer shall hold office for a maximum period of
three
years or until he or she resigns or is removed by the Board of
Directors or is
otherwise disqualified to serve before the end of the term.
Section 4 -
Duties of President
The
President shall be the chief executive
officer of corporation and shall, subject to the control of the Board
of
Directors, supervise and control the affairs of the corporation and the
activities of the officers. He or she shall perform all duties incident
to his
or her office and such other duties as may be required by law, by the
Articles
of Incorporation or by these Bylaws or which may be prescribed from
time to
time by the Board of Directors. The President by virtue of his post
shall
function as the Chairperson of the Board of Directors and shall preside
at all
the meetings of the Board of Directors. Except as otherwise mentioned
by the
Articles of Incorporation or by these Bylaws or expressly provided by
law, he
or she shall, in the name of the corporation, execute such deeds,
mortgages,
bonds, contracts, checks or other instruments, which may from time to
time be
authorized by the Board of Directors.
Section 5 -
Duties of Secretary
The
Secretary of the corporation shall:
a)
Certify and
keep at the principal office, the original, or a copy
of these Bylaws as amended or otherwise altered to date.
b)
Keep the
record of the minutes of the meetings of the directors
with details of whether special or regular, how called, how notice
thereof was
given, the names of those present or represented and the proceedings
thereof.
c)
Be custodian
of all the records and of the seal of the corporation
and affix the seal, as authorized by law or the provisions of these
Bylaws, to
duly executed documents of the corporation.
d)
Exhibit at
all reasonable times to any director of the
corporation, or to his or her agent or attorney on request thereof, the
Bylaws
and the minutes of the proceedings of the directors of the corporation.
e)
Perform all
duties incident to the office of the Secretary and
such other duties as may be required by law, by the Articles of
Incorporation
or by these Bylaws or which may be assigned to him or her from time to
time by
the Board of Directors.
Section 6 -
Duties of Treasurer
The
Treasurer of the corporation shall:
a)
Have charge
and be responsible for, all funds and securities of
the corporation, and deposit all such funds in the name of the
corporation in
such banks, trust companies or other depositories as shall be selected
by the
Board of Directors.
b)
Receive and
give receipt for, monies due and payable to the
corporation from any source whatsoever.
c)
Disburse, or
cause to be disbursed, the funds of the corporation
as may be directed by the Board of Directors, taking proper vouchers
for the
transactions.
d)
Keep and
maintain adequate and correct accounts of the
corporation’s properties and business transactions, including accounts
of
assets, liabilities, receipts, disbursements, gains and losses.
e)
Exhibit at
all reasonable times the books of account of any or all
of his or her transactions as Treasurer and financial records to any
director
of the corporation, or to his or her agent or attorney, on request
thereof.
f)
Prepare, or
cause to be prepared, and certify, or cause to be
certified, the financial statements to be included in any required
reports.
g)
Perform all
duties incident to the office of the Treasurer and
such other duties as may be required by law, by the Articles of
Incorporation
or by these Bylaws or which may be assigned to him or her from time to
time by
the Board of Directors.
Section 8 -
Compensation:
The
salaries of the officers shall be fixed from time to time by resolution
of the
Board of Directors. No officer shall be prevented from receiving such
salary by
reason of the fact that said officer is also a director of the
corporation. In
all cases, the terms of compensation and the basis for approving them
shall be
recorded in written minutes of the meeting of the Board, which shall
rely upon
appropriate data prior to approving the terms of compensation as
specified in
Conflict of Interest Policy.
Article 5 – Membership
Section 1 – Eligibility
for Membership
Application for voting
membership shall be open to all.
Membership is granted after completion and receipt of a membership
application
and annual dues. All memberships shall be granted upon a majority vote
of the
Board of Directors.
Section 2 – Annual Dues:
The amount required for
yearly dues shall be s follows:
- $1 - minimum donation;
- $10 - level 10 basic
donation;
- $20 - level 20 basic
membership;
- $100 - level 100
membership;
- $500 - level 500
membership;
- $1,000 - level 1000
membership;
- $10,000 - level 10 000
membership;
- $100,000 - lifetime
membership;
9.
$1,000,000
and more - honorary lifetime membership, unless changed by a
majority vote
of the members at an annual meeting of the full membership. Continued
membership is contingent upon being up-to-date on membership dues.
Section 3 – Rights of
Members
Each eligible member shall
be eligible to appoint one voting
representative to cast the member’s vote in association elections.
Section 4 – Resignation
and Termination
Any member may resign by
filling a written resignation with
the Secretary. Resignation shall not relieve a member of unpaid dues,
or other
charges previously accrued. A member can have their membership
terminated by a
majority vote of the membership.
Section 1 – Regular
Meetings
Regular meetings of the
members shall be held quarterly, at a
time and place designated by resolution of the Board of Directors.
Section 2 – Annual Meetings
An annual meeting of the
members shall take place every year,
and the specific date, time and location of which will be designated by
the
resolution of the Board of Directors. At the annual meeting the members
shall
elect directors and officers, receive reports on the activities of the
corporation, and determine the direction of the association for the
coming
year.
Section 3 – Special
Meetings
Special meetings may be
called by the Board of Directors, the
Executive Committee, or a simple majority of the Board of Directors,
or,
different, by the person specifically authorized under the laws of this
state
to call special meetings of the members.
Section 4 – Notice of
Meeting
Printed notice of each
meeting shall be given to each voting
member, by mail, not less than two weeks prior to the meeting.
Section 5 – Quorum
The members present at any
properly announced meeting shall
constitute a quorum.
Section 6 – Voting
All issues to be voted on
shall be decided by a simple
majority of those present at the meeting in which the vote takes place.
Article 7 -
Execution of Instruments,
Deposits and Funds
Section 1 -
Execution of Instruments, Deposits and Funds
The Board of
Directors, except as otherwise
provided in these Bylaws, may by resolution authorize any officer or
agent of
the corporation to enter into any contract or execute and deliver any
instrument in the name of and on behalf of the corporation, and such
authority
may be general or confined to specific instances. Unless so authorized,
no
officer, agent or employee shall have any power or authority to bind
the
corporation by any contract or engagement or to pledge its credit or to
render
it liable monetarily for any purpose or in any amount.
Section 2 -
Checks and Notes
Except as
otherwise specifically determined by
resolution of the Board of Directors, or as otherwise required by law,
checks,
drafts, promissory notes, orders for the payment of money and other
evidence of
indebtedness of the corporation shall be signed by the Treasurer and
countersigned by the President of the corporation.
Section 3 -
Deposits
All funds of
the corporation shall be deposited
from time to time to the credit of the corporation in such banks, trust
companies or other depositories as the Board of Directors may select.
Article 8 -
IRC 501(c) (3)
Tax
Exemption Provisions
Section 1 -
Limitations on Activities
No
substantial part of the activities of this
corporation shall be for propaganda, or otherwise attempting to
influence
legislation (except as otherwise provided by Section 501(h) of the
Internal
Revenue Code), and this corporation shall not participate in, or
intervene in
(including the publishing or distribution of statements), any political
campaign on or behalf of, or in opposition to, any candidate for public
office.
Notwithstanding any other provisions of these Bylaws, this corporation
shall
not carry on any activities not permitted to be carried on
a)
By a
corporation exempt from federal income tax under section
501(c)(3) of the Internal Revenue Code,
or
b)
By a
corporation, contributions to which are deductible under
section 170(c)(2) of the Internal Revenue Code.
Section 2 -
Prohibition against Private Inurement
No part of
the net earnings of corporation shall
inure to the benefit of, or be distributable to, its members, directors
or
trustees, officers or other private persons, except that the
corporation shall
be authorized and empowered to pay reasonable compensation for services
rendered and to make payments and distributions in furtherance of the
purposes
of this corporation.
Section 3 -
Distribution of Assets
Upon the
dissolution of this corporation, its
assets remaining after payment, or provision for payment, of all debts
and
liabilities of this corporation shall be distributed for one or more
exempt
purposes within the meaning of Section 501(c) (3) of the Internal
Revenue Code
or shall be distributed to the federal government, or to a state or
local
government, for a public purpose. Such distribution shall be made in
accordance
with all applicable provisions of the laws of this state.
Section 4 -
Private Foundation Requirements and Restrictions
In any
taxable year in which the corporation
becomes a private foundation as described in Section 509(a) of the
Internal
Revenue Code, the corporation
a)
Shall
distribute its income for said period at such time and
manner as not to subject to tax under Section 4942 of the Internal
Revenue
Code;
b)
Shall not
engage in any act of self-dealing as defined in Section
4941(d) of the Internal Revenue Code;
c)
Shall not
retain any excess business holdings as defined in
Section 4943(c) of the Internal Revenue
Code;
d)
Shall not
make any investments in such manner as to subject the
corporation to tax under Section 4944 of the Internal Revenue Code;
e)
Shall not
make any taxable expenditure as defined in Section
4945(d) of the Internal Revenue Code.
Section 1 -
Purpose
The purpose of this
conflict of
interest policy is to protect this tax-exempt corporation’s interest
when it is
contemplating entering into a transaction or arrangement that might
benefit the
private interest of an officer or director of the corporation or any
"disqualified person" as defined in Section 4958(f)(1) of the
Internal Revenue Code and as amplified by Section 53.4958-3 of the IRS
Regulations
and which might result in a possible "excess benefit transaction" as
defined in Section 4958(c)(1)(A) of the Internal Revenue Code and as
amplified
by Section 53.4958 of the IRS Regulations. This policy is intended to
supplement but not replace any applicable state and federal laws
governing
conflict of interest applicable to nonprofit and charitable
organizations.
Section 2-
Definitions
(a) Interested Person.
Any director, principal
officer,
member of a committee with Board of Directors delegated powers, or any
other
person who is a "disqualified person" as defined in Section
4958(f)(1) of the Internal Revenue Code and as amplified by Section
53.4958-3
of the IRS Regulations, who has a direct or indirect financial
interest, as
defined below, is an interested person.
(b) Financial Interest.
A person has a financial
interest if
the person has, directly or indirectly, through business, investment,
or
family:
(1) an
ownership or investment interest in any
entity with which the corporation has a transaction or arrangement,
(2) a
compensation arrangement with the
corporation or with any entity or individual with which the corporation
has a
transaction or arrangement, or
(3) a
potential ownership or investment interest
in, or compensation arrangement with, any entity or individual with
which the
corporation is negotiating a transaction or arrangement.
Compensation includes
direct and
indirect remuneration as well as gifts or favors that are not
insubstantial.
A financial interest is
not
necessarily a conflict of interest. Under Section 3, paragraph B, a
person who
has a financial interest may have a conflict of interest only if the
appropriate Board of Directors or committee decides that a conflict of
interest
exists.
Section 3 –
Procedures
(a) Duty to Disclose.
In connection with any
actual or
possible conflict of interest, an interested person must disclose the
existence
of the financial interest and be given the opportunity to disclose all
material
facts to the directors and members of committees with Board of
Directors
delegated powers considering the proposed transaction or arrangement.
(b) Determining Whether a
Conflict of
Interest Exists.
After disclosure of the
financial
interest and all material facts, and after any discussion with the
interested
person, he/she shall leave the Board of Directors or committee meeting
while
the determination of a conflict of interest is discussed and voted
upon. The
remaining board or committee members shall decide if a conflict of
interest
exists.
(c) Procedures for
Addressing the
Conflict of Interest.
An interested person may
make a
presentation at the Board of Directors or committee meeting, but after
the
presentation, he/she shall leave the meeting during the discussion of,
and the
vote on, the transaction or arrangement involving the possible conflict
of
interest.
The chairperson of the
Board of
Directors or committee shall, if appropriate, appoint a disinterested
person or
committee to investigate alternatives to the proposed transaction or
arrangement. After exercising due diligence, the Board of Directors or
committee shall determine whether the corporation can obtain with
reasonable
efforts a more advantageous transaction or arrangement from a person or
entity
that would not give rise to a conflict of interest.
If a more advantageous
transaction or
arrangement is not reasonably possible under circumstances not
producing a
conflict of interest, the Board of Directors or committee shall
determine by a
majority vote of the disinterested directors whether the transaction or
arrangement is in the corporation’s best interest, for its own benefit,
and
whether it is fair and reasonable. In conformity with the above
determination,
it shall make its decision as to whether to enter into the transaction
or arrangement.
(d) Violations of the
Conflicts of
Interest Policy.
If the Board of Directors
or
committee has reasonable cause to believe a member has failed to
disclose
actual or possible conflicts of interest, it shall inform the member of
the
basis for such belief and afford the member an opportunity to explain
the
alleged failure to disclose.
If, after hearing the
member’s
response and after making further investigation as warranted by the
circumstances, the Board of Directors or committee determines the
member has
failed to disclose an actual or possible conflict of interest, it shall
take
appropriate disciplinary and corrective action.
Section 4 - Records of Proceedings
The minutes of meetings of
the Board
of Directors and all committees with board delegated powers shall
contain:
(a) The
names of the persons who disclosed or
otherwise were found to have a financial interest in connection with an
actual
or possible conflict of interest, the nature of the financial interest,
any
action taken to determine whether a conflict of interest was present,
and the
Board of Directors or committee’s decision as to whether a conflict of
interest
in fact existed.
(b) The
names of the persons who were present for
discussions and votes relating to the transaction or arrangement, the
content
of the discussion, including any alternatives to the proposed
transaction or
arrangement, and a record of any votes taken in connection with the
proceedings.
Section 5 -
Compensation
A voting member of the
Board of
Directors who receives compensation, directly or indirectly, from the
corporation for services is precluded from voting on matters pertaining
to that
member’s compensation.
A voting member of any
committee
whose jurisdiction includes compensation matters and who receives
compensation,
directly or indirectly, from the corporation for services is precluded
from
voting on matters pertaining to that member’s compensation.
No voting member of the
Board of
Directors or any committee whose jurisdiction includes compensation
matters and
who receives compensation, directly or indirectly, from the
corporation, either
individually or collectively, is prohibited from providing information
to any
committee regarding compensation.
When approving
compensation for
directors, officers and employees, contractors, and any other
compensation
contract or arrangement, in addition to complying with the conflict of
interest
requirements and policies contained in the preceding and following
sections of
this article as well as the preceding paragraphs of this section of
this
article, the Board of Directors or a duly constituted compensation
committee of
the Board of Directors shall also comply with the following additional
requirements and procedures:
(a) the
terms of compensation shall be approved by
the Board of Directors or compensation committee prior to the first
payment of
compensation.
(b) all
members of the Board of Directors or
compensation committee who approve compensation arrangements must not
have a
conflict of interest with respect to the compensation arrangement as
specified
in IRS Regulation Section 53.4958-6(c)(iii), which generally requires
that each
board member or committee member approving a compensation arrangement
between
this organization and a "disqualified person" (as defined in Section
4958(f)(1) of the Internal Revenue Code and as amplified by Section
53.4958-3
of the IRS Regulations):
1.
is not the person who is the subject of
compensation arrangement, or a family member of such person;
2.
is not in an employment relationship subject
to the direction or control of the person who is the subject of
compensation
arrangement
3.
does not receive compensation or other
payments subject to approval by the person who is the subject of
compensation
arrangement
4.
has no material financial interest affected
by the compensation arrangement; and
5.
does not approve a transaction providing
economic benefits to the person who is the subject of the compensation
arrangement, who in turn has approved or will approve a transaction
providing
benefits to the board or committee member.
(c) the
Board of Directors or compensation
committee shall obtain and rely upon appropriate data as to
comparability prior
to approving the terms of compensation. Appropriate data may include
the
following:
1.
compensation levels paid by similarly
situated organizations, both taxable and tax-exempt, for functionally
comparable positions. "Similarly situated" organizations are those of
a similar size and purpose and with similar resources
2.
the availability of similar services in the
geographic area of this organization
3.
current compensation surveys compiled by
independent firms
4.
actual written offers from similar
institutions competing for the services of the person who is the
subject of the
compensation arrangement.
As allowed by IRS
Regulation 4958-6,
if this organization has average annual gross receipts (including
contributions) for its three prior tax years of less than $1 million,
the Board
of Directors or compensation committee will have obtained and relied
upon
appropriate data as to comparability if it obtains and relies upon data
on
compensation paid by three comparable organizations in the same or
similar
communities for similar services.
(d) the
terms of compensation and the basis for
approving them shall be recorded in written minutes of the meeting of
the Board
of Directors or compensation committee that approved the compensation.
Such
documentation shall include:
1.
the terms of the compensation arrangement and
the date it was approved
2.
the members of the Board of Directors or
compensation committee who were present during debate on the
transaction, those
who voted on it, and the votes cast by each board or committee member
3.
the comparability data obtained and relied
upon and how the data was obtained.
4.
If the Board of Directors or compensation
committee determines that reasonable compensation for a specific
position in
this organization or for providing services under any other
compensation
arrangement with this organization is higher or lower than the range of
comparability data obtained, the Board of Directors or committee shall
record
in the minutes of the meeting the basis for its determination.
5. If
the Board of Directors or committee makes
adjustments to comparability data due to geographic area or other
specific
conditions, these adjustments and the reasons for them shall be
recorded in the
minutes of the Board of Directors or committee meeting.
6.
any actions taken with respect to determining
if a board or committee member had a conflict of interest with respect
to the
compensation arrangement, and if so, actions taken to make sure the
member with
the conflict of interest did not affect or participate in the approval
of the
transaction (for example, a notation in the records that after a
finding of
conflict of interest by a member, the member with the conflict of
interest was
asked to, and did, leave the meeting prior to a discussion of the
compensation
arrangement and a taking of the votes to approve the arrangement).
7.
The minutes of the Board of Directors or
committee meetings at which compensation arrangements are approved must
be
prepared before the later of the date of the next Board of Directors or
committee meeting or 60 days after the final actions of the Board of
Directors
or committee are taken with respect to the approval of the compensation
arrangements. The minutes must be reviewed and approved by the Board of
Directors and committee as reasonable, accurate, and complete within a
reasonable period thereafter, normally prior to or at the next Board of
Directors or committee meeting following final action on the
arrangement by the
Board of Directors or committee.
Section 6 - Annual Statements
Each director, principal
officer, and
member of a committee with Board of Directors delegated powers shall
annually
sign a statement which affirms such person:
(a) has
received a copy of the conflicts of
interest policy,
(b) has
read and understands the policy,
(c) has
agreed to comply with the policy, and
(d) understands
the corporation is charitable and
in order to maintain its federal tax exemption it must engage primarily
in
activities which accomplish one or more of its tax-exempt purposes.
Section 7 -
Periodic Reviews
To ensure the corporation
operates in
a manner consistent with charitable purposes and does not engage in
activities
that could jeopardize its tax-exempt status, periodic reviews shall be
conducted. The periodic reviews shall, at a minimum, include the
following
subjects:
(a) Whether
compensation arrangements and benefits
are reasonable, based on competent survey information, and the result
of
arm’s-length bargaining.
(b) Whether
partnerships, joint ventures, and
arrangements with management organizations conform to the corporation’s
written
policies, are properly recorded, reflect reasonable investment or
payments for
goods and services, further charitable purposes, and do not result in
inurement, impermissible private benefit, or in an excess benefit
transaction.
Section 8 -
Use of Outside Experts
When conducting the
periodic reviews
as provided for in Section 7, the corporation may, but need not, use
outside
advisors. If outside experts are used, their use shall not relieve the
Board of
Directors of its responsibility for ensuring periodic reviews are
conducted.
Article 10 -
Amendment of Bylaws
Section 1 -
Amendment
Except as
may otherwise be specified under
provisions of law, these Bylaws or the Articles of Incorporation, any
of them,
may be altered, amended or repealed and new Bylaws adopted by the
resolution by
the approval of the Board of Directors.
Article 11 - Construction
and Terms
a) If there is a conflict between the
provisions of these Bylaws and
the Articles of Incorporation of this corporation, the provisions of
the
Articles of Incorporation shall govern.
b) If any of the provisions or provisions
of these Bylaws be held
unenforceable or invalid for any reason, the remaining provisions and
portions
of these Bylaws shall be unaffected by such holding.
c) All references in these Bylaws to the
Articles of Incorporation
shall be to the Articles of Incorporation or any other founding
document filed
with an office of this state and used to establish the legal existence
of this
corporation.
d) All references in these Bylaws to a
section or section of the
Internal Revenue Code shall be to such sections of the Internal Revenue
Code of
1986 as amended from time to time, or to corresponding provisions of
any future
federal tax code.
Adoption of Bylaws
We, the
undersigned, are
all of the initial directors or incorporators of the corporation and we
consent
to, and hereby do, adopt the foregoing Bylaws, consisting of preceding
twenty one
pages, as the Bylaws of this corporation.
Dated:
4-30-2009
Names and
Signatures of Directors:
- Malgorzata Jasinski
- Adam Kierczynski
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