NON-PROFIT CORPORATE BYLAWS
The name of this corporation shall be Mesa Coin Club.
PURPOSES AND POWERS
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.
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.
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. .
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.
BOARD OF OFFICERS
4.01 Number of Officers
Mesa Coin Club shall have a board of officers consisting of seven members.
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.
(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.
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.
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.
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.
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.
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.
The trustees shall perform duties as prescribed by the board of officers.
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.
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.
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.
(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.
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.
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.
DOCUMENT RETENTION POLICY
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.
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.
Transparency and Accountability
Disclosure of Financial Information With The General Public
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.
(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.
AMENDMENT OF Articles of Incorporation
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.