NON-PROFIT CORPORATE BYLAWS
ARTICLE I
NAME
1.01 Name
The name of this corporation shall
be Mesa Coin Club.
ARTICLE II
PURPOSES
AND POWERS
2.01 Purpose
Mesa Coin Club is a non-profit
corporation and shall be operated exclusively for educational and charitable
purposes within the meaning of Section 501 (c)(7) of the Internal Revenue Code
of 1986, or the corresponding section of any future Federal tax code.
Mesa Coin Club’s purpose is to educate,
coordinate, and provide an informal venue for persons interested in numismatic
activities.
We provide education by giving free
lectures and slideshows on various numismatic topics at our monthly meetings,
in schools, libraries, and other public venues as well as utilizing social
media channels and the corporation’s website.
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 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.
(a) Nonprofit Legal Status.
Mesa Coin Club is an Arizona
non-profit public benefit corporation, recognized as tax exempt under Section 501(c)(7)
of the United States Internal Revenue Code.
(b) 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 501(c)(7) 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.
(c) Distribution Upon Dissolution. Upon termination or
dissolution of the Mesa Coin Club, any assets lawfully available for
distribution shall be distributed to the American Numismatic Association.
ARTICLE III
MEMBERSHIP
3.01 Membership Classes
3.01 (a) General Membership
Persons interested in numismatic and
related subjects who are in good standing. Members are considered in good
standing if the attended at least one meeting in the past twelve months.
3.02 Non-Voting Affiliates
There are no affiliates associated
with this organization. .
3.03 Dues
Membership fees and dues shall be
such sum or sums necessary from time to time, as set by the membership. An
application to membership shall be accompanied by the fee, if any. If an
application is not accepted, the accompanying fee, if any, shall be forthwith
returned to the applicant.
ARTICLE IV
BOARD
OF OFFICERS
4.01 Number of Officers
Mesa Coin Club shall have a board of
officers consisting of seven members.
4.02 Powers
All corporate powers shall be
exercised by or under the authority of the board and the affairs of the Mesa
Coin Club shall be managed under the direction of the board, except as
otherwise provided by law.
The officers of the
corporation shall be a board president, vice-president, secretary, treasurer, junior
past president, and two trustees, all of whom shall be chosen by, and serve at
the pleasure of, the members. Each board 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 officers may
determine. One person may hold two or more board offices, but no board
officer may act in more than one capacity where action of two or more officers
is required.
4.03 Terms
(a) All officers shall be elected to serve a one-year
term, however the term may be extended until a successor has been elected.
(b)
Officers may serve terms in succession.
(c) The term of office shall be considered to begin July
1 and end June 30 of the second year in office, unless the term is extended
until such time as a successor has been elected.
4.04 Qualifications and Election of Officers
In order to be eligible to serve as
a director on the board of officers, the individual must be 18 years of age and
an affiliate within affiliate classifications created by the board of officers.
Officers may be elected at any monthly meeting by the majority vote of the members
present. The election of officers to replace those who have fulfilled
their term of office shall take place in June of each year.
4.05 Vacancies
The board of officers may fill
vacancies due to the expiration of an officer’s term of office, resignation,
death, or removal of an officer or may appoint new officers to fill a
previously unfilled board position, subject to the maximum number of officers
under these Bylaws.
(a) Unexpected Vacancies.
Vacancies in the board of officers due to resignation, death, or removal
shall be filled by the board for the balance of the term of the officer being
replaced.
4.06 Removal of Officers
An officer may be removed by
two-thirds vote of the board of officers
then in office, if:
(a) the officer is absent and unexcused from two or more
meetings of the board of officers in a twelve month period. The board
president is empowered to excuse officers from attendance for a reason deemed
adequate by the board president. The president shall not have the power to
excuse him/herself from the board meeting attendance and in that case, the
board vice president shall excuse the president. Or:
(b) for cause or no cause, if before any meeting of the board at
which a vote on removal will be made the officer 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 of the board.
4.07 Board of Officers Meetings.
(a) Regular Meetings.
The board of officers shall have a minimum of four (4) regular meetings each
calendar year at times and places fixed by the board. Board 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.
(b) Special Meetings.
Special meetings of the board may be called by the president, vice president,
secretary, treasurer, or any two (2) other officers of the board of officers.
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.
4.08 Manner of Acting.
(a) Quorum. A majority of the officers in
office immediately before a meeting shall constitute a quorum for the
transaction of business at that meeting of the board. No business shall be
considered by the board at any meeting at which a quorum is not present.
(b) Majority Vote.
Except as otherwise required by law or by the articles of incorporation,
the act of the majority of the officers present at a meeting at which a quorum
is present shall be the act of the board.
(C) Hung Board Decisions.
On the occasion that officers of the board are unable to make a decision based
on a tied number of votes, the president or treasurer in the order of presence
shall have the power to swing the vote based on his/her discretion.
(d) Participation. Except as required
otherwise by law, the Articles of Incorporation, or these Bylaws, officers
may participate in a regular or special meeting through the use of any means of
communication by which all officers 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 Service
Officers shall receive no
compensation for carrying out their duties as officers.
4.10 Compensation for Professional
Services by Officers
Officers 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 board Conflict of Interest policy and
state law.
ARTICLE V
COMMITTEES
5.01 Committees
The board of officers may, by the
resolution adopted by a majority of the officers then in office, designate one
or more committees, each consisting of two or more officers, to serve at the
pleasure of the board. Any committee, to the extent provided in the
resolution of the board, shall have all the authority of the board, except that
no committee, regardless of board resolution, may:
(a) take any final action on matters which also requires board members’
approval or approval of a majority of all members;
(b) fill vacancies on the board of officers of in any committee
which has the authority of the board;
(c) amend or repeal Bylaws or adopt new Bylaws;
(d) amend or repeal any resolution of the board of officers
which by its express terms is not so amendable or repealable;
(e) appoint any other committees of the board of officers or the
members of these committees;
(f) expend corporate funds to support a nominee for director; or
(g) approve any transaction;
(i) to which the
corporation is a party and one or more officers have a material financial
interest; or
(ii) between the
corporation and one or more of its officers or between the corporation or any
person in which one or more of its officers have a material financial interest.
5.2 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 officers,
with such changes in the context of those Bylaws as are necessary to substitute
the committee and its members for the board of officers and its members, except
that the time for regular meetings of committees may be determined either by
resolution of the board of officers or by resolution of the committee.
Special meetings of the committee may also be called by resolution of the board
of officers. 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 board of officers
may adopt rules for the governing of the committee not inconsistent with the
provision of these Bylaws.
5.3 Informal Action By The
Board of Officers
Any action required or permitted to
be taken by the board of officers 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 of officers to use email to approve
actions, as long as a quorum of board members gives consent.
ARTICLE VI
OFFICERS
6.01 Club President
The club president shall be the
chief volunteer officer of the corporation. The club president shall lead the
board of officers in performing its duties and responsibilities, including, if
present, presiding at all meetings of the board of officers, and shall perform
all other duties incident to the office or properly required by the board of officers.
6.02 Vice President
In the absence or disability of the club
president, the ranking vice-president or vice-president designated by the board
of officers shall perform the duties of the board president. When so acting,
the vice-president shall have all the powers of and be subject to all the
restrictions upon the board president. The vice-president shall have such
other powers and perform such other duties prescribed for them by the board of officers
or the board president. The vice-president is responsible for scheduling
speakers for the monthly meetings.
6.03 Secretary
The secretary shall keep or cause to
be kept a book of minutes of all meetings and actions of officers and
committees of officers. 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 officers 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 of officers or the board 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.
6.04 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 board informed of
the financial condition of the corporation and of audit or financial review
results. In conjunction with other officers 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 of officers on a timely
basis or as may be required by the board of officers. The treasurer shall
perform all duties properly required by the board of officers or the club
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.
6.04 Trustee
The trustees shall perform duties as
prescribed by the board of officers.
ARTICLE VII
CONTRACTS,
CHECKS, LOANS, INDEMNIFICATION AND RELATED MATTERS
7.01 Contracts and other Writings
Except as otherwise provided by
resolution of the board or board policy, 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 resolution of the board.
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 board or
a designated committee of the board 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
(a) 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.
(b) 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.
(c) 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 of officers 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.
(d) 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 Arizona 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 of officers, a record of all actions
taken by board of officers without a meeting, and a record of all actions taken
by committees of the board. 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, 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 Mesa Coin
Club. 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.
8.05 Bylaw Amendment
These Bylaws may be amended,
altered, repealed, or restated by a vote of the majority of the board of officers
then in office at a meeting of the Board, provided, however,
(a) that no amendment shall be made to these Bylaws
which would cause the corporation to cease to qualify as an exempt corporation
under Section 501 (c)(7) of the Internal Revenue Code of 1986, or the
corresponding section of any future Federal tax code; and,
(b) that an amendment does not affect the voting rights of officers.
An amendment that does affect the voting rights of officers further requires ratification
by a two-thirds vote of a quorum of officers at a Board meeting.
(c) that all amendments be consistent with the
Articles of Incorporation.
ARTICLE IX
COUNTERTERRORISM
AND DUE DILIGENCE POLICY
In furtherance of its exemption by
contributions to other organizations, domestic or foreign, Mesa Coin Club 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, Mesa Coin Club. 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.
Mesa Coin Club 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 Mesa Coin Club. records.
10.02 Policy
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, Mesa Coin Club.
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. Mesa Coin Club expects all
officers, officers, and employees to comply fully with any published records
retention or destruction policies and schedules, provided that all officers, officers,
and employees should note the following general exception to any stated
destruction schedule: If you believe, or the Mesa Coin Club. 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
(a) Corporate Documents. Corporate records include the
corporation’s Articles of Incorporation, By-Laws and IRS Form 1023 and
Application for Exemption. Corporate records should be retained permanently.
IRS regulations require that the Form 1023 be available for public inspection
upon request.
(b) 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.
(c) Board and Board Committee Materials. Meeting minutes
should be retained in perpetuity in the corporation’s minute book. A clean copy
of all other Board and Board Committee materials should be kept for no less
than three years by the corporation.
(d) 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.
(e) 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.
(f) 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.
(g) 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:
(i) derives independent economic value from the secrecy of the
information; and
(ii) 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.
(h) 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.
(i) Correspondence. Unless correspondence falls under
another category listed elsewhere in this policy, correspondence should
generally be saved for two years.
(j) 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.
(k) Insurance. Expired insurance policies, insurance
records, accident reports, claims, etc. should be kept permanently.
(l) 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:
(i) printed in hard copy and kept in the appropriate file; or
(ii) 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, Mesa Coin Club practices and encourages transparency and
accountability to the general public. This policy will:
(a) indicate which
documents and materials produced by the corporation are presumptively open to
staff and/or the public
(b) indicate which
documents and materials produced by the corporation are presumptively closed to
staff and/or the public
(c) 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
Mesa Coin Club shall provide its
Internal Revenue forms, bylaws, conflict of interest policy, and financial
statements to the general public for inspection free of charge.
11.03 Means and
Conditions of Disclosure
Mesa Coin Club shall make “Widely
Available” the aforementioned documents to be viewed and inspected by the
general public.
11.04 IRS Annual Information Returns
Mesa Coin Club shall submit the appropriate
IRS forms to its board of officers prior to the filing of the form. While
neither the approval of the form or a review of the form is required under
Federal law, the corporation’s form shall be submitted to each member of the
board of director’s via (hard copy or email) at least 10 days before the form
is filed with the IRS.
11.05 Board
(a) All board
deliberations shall be open to the public except where the board passes a
motion to make any specific portion confidential.
(b) All board minutes
shall be open to the public once accepted by the board, except where the board
passes a motion to make any specific portion confidential.
(c) All papers and
materials considered by the board shall be open to the public following the
meeting at which they are considered, except where the board passes a motion to
make any specific paper or material confidential.
ARTICLE XIII
AMENDMENT
OF Articles of Incorporation
13.01 Amendment
Any amendment to the Articles of
Incorporation may be adopted by approval of two-thirds (2/3) of the board of officers.
CERTIFICATE
OF ADOPTION OF BYLAWS
I do hereby certify that the above
stated Bylaws of Mesa Coin Club were approved by the Mesa Coin Club’s board of officers
on _________________ and constitute a complete copy of the Bylaws of the
corporation.
Secretary __________________________
Date: ________________________