Portal | JeffersonRiver.org | Canoe Trail | Recreation | Conservation | Resources | Join us On-Line!
B Y L A W S
Of
3RIVERSPARK.ORG
ARTICLE I
Offices
Section 1. Registered and Principal Offices. The initial
registered office of the Corporation shall be 12 Quartz Street, Pony, Montana
59747; and the name of the registered agent at this address is Thomas J. Elpel.
The mailing address of the initial principal office of the Corporation shall be
PO Box 697, Pony, MT 59747. The registered office need not be identical with
the principal office of the Corporation and may be changed at any time by the
Board of Directors.
Section 2. Other Offices. The Corporation may also have
offices at such other places both within the State of Montana as the Board of
Directors may from time to time determine or the business of the Corporation
may require to make desirable.
ARTICLE II
Purpose
Section 1. IRC Section 501(c)(3) Purposes. This corporation is organized
exclusively for one or more of the purposes as specified in Section 501(c)(3)
of the Internal Revenue Code, including the making of distributions to
organizations with such purposes that qualify as exempt organizations under
Section 501(c)(3) of the Internal Revenue Code.
Section 2. Specific Objectives And Purposes. The Corporation is organized and shall
be operated exclusively for charitable, educational and scientific purposes,
and may engage in any lawful activities in furtherance of such purposes. The
purposes shall include, but not be limited to, preserving lands within the
Gallatin River, Madison River and Jefferson River watersheds in southwestern
Montana, as well as other geographical areas that the Board of Directors may
expand by bylaw or resolution. The
corporation places particular emphasis on assisting in the preservation of open
space and increasing recreational access along the aforementioned rivers. It has a commitment to using
traditional tools of private land management such as the acquisition of
conservation and recreational easements.
It may also act as chief facilitator in transactions conveying any interest
in property between private and public sources, including the right to hold an
option of an interest in property.
ARTICLE III
Directors and Committees
Section 1. Powers.
Subject to the provisions of the laws of the State of Montana, all
corporate powers shall be exercised by or under the authority of, and the
business and affairs of the Corporation managed under the direction of, its
Board of Directors, subject to any limitation set forth in the Articles of
Incorporation, other provisions of these Bylaws duly approved by the Board, or
agreements among the Board which are otherwise lawful.
Section 2. Number and Election. The initial Board shall
consist of six (6) persons. The Board by a majority vote may change the number
of directors or may establish a variable range for the size of the Board of
Directors by fixing a minimum and maximum number of directors; provided,
however, that the Board of Directors must at all times consist of three or more
natural persons. If a variable range is established, the number of directors
may be fixed or changed from time to time, within the minimum and maximum, by
the Board. After initial election or appointment, Directors are elected at each
annual meeting.
Section 3. Duties.
It shall be the duty of the Directors to:
(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 the 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 or e-mailed to
them at such addresses shall be valid notices thereof.
Section 4. Term Of Office. Each Director shall hold office for a period of one (1) year
and until his or her successor is elected and qualifies.
Section 5. Qualifications. Directors shall be natural
persons who have attained the age of eighteen (18) years, but need not be
residents of the State of Montana.
Section 6. Vacancies. Unless the Articles of Incorporation
or other provisions of these Bylaws duly approved by the Board provide
otherwise, if a vacancy occurs on the Board of Directors, including a vacancy
resulting from an increase in the number of directors: (1) the Board of
Directors may fill the vacancy, or (2) if the Directors remaining in office
constitute fewer than a quorum of the Board, they may fill the vacancy by the
affirmative vote of a majority of all the directors remaining in office. A vacancy that will occur at a specific
later date (by reason of a resignation effective at a later date) may be filled
before the vacancy occurs but the new Director may not take office until the
vacancy occurs.
Section 7. Resignation. A Director may resign at any time
by delivering written notice to the Board of Directors, its presiding officer
or to the president or secretary. A resignation is effective when the notice is
delivered unless the notice specifies a later effective date.
Section 8. Removal of directors by directors. A director
elected by the Board may be removed with or without cause by the vote of a
majority of the directors then in office, with the exception of the Chief
Executive Officer who may only be removed by unanimous vote of the Board with
the exception of his or her vote. If, at the beginning of a director's term on
the Board, the Articles of Incorporation or these Bylaws provide that the
director may be removed for missing a specified number of meetings, the Board
may remove the director for failing to attend the specified number of meetings.
The director may be removed only if a majority of the directors then in office
vote for the removal. An appointed director may be removed without cause by the
person appointing the director. The Board or person removing the director shall
do so by giving written notice of the removal to the director and either the
presiding officer of the Board or the Corporation's president or secretary. A
removal is effective when the notice is delivered unless the notice specifies a
future effective date.
Section 9. Committees. The Board of Directors may create
one or more committees and appoint members of the Board of Directors to serve
on them. Each committee may have one or more members, who serve at the pleasure
of the Board of Directors. To the extent specified by the Board of Directors or
in the Articles of Incorporation or other provisions of these Bylaws, each
committee may exercise the authority of the Board of Directors under Article
III, Section 1 of these Bylaws. A committee may not, however: (1) authorize distributions,
(2) purchase land rights or
easements, (3) approve or recommend to the board dissolution, merger, or the
sale, pledge, or transfer of all or substantially all of the Corporation's
assets, (4) elect, appoint, or remove directors or fill vacancies on the Board
of Directors or on any of its committees, (5) adopt, amend or repeal the
Articles of Incorporation or Bylaws. The creation of, delegation of authority
to, or action by a committee does not alone constitute compliance by a director
with the standards of conduct of the corporation. So far as applicable, the
provisions of these Bylaws which govern meetings, action without meetings,
notice and waiver of notice, and quorum and voting requirements of the Board
apply to committees and their members as well.
Section 10. Non-Liability of Directors. The directors shall
not be personally liable for the debts, liabilities, or other obligations of
the corporation.
Section 11. Indemnification by Corporation of Directors and
Officers. The directors and officers of the corporation shall be
indemnified by the corporation to the fullest extent permissible under the laws
of the state of Montana.
ARTICLE IV
Meetings And Action of the
Board of Directors
Section l. Meetings of Board and Committees. The Board of Directors
shall hold an annual meeting 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. Special meetings of the Board may be
called at any time by the President or by a majority of the Directors. Regular meetings of the board are to be
held via e-mail correspondence as outlined in Section 2, and are considered to
be continuously in session.
Section 2. Meetings by E-Mail. Members of the Board of
Directors or any committee designated by such Board may participate in a
meeting of such Board or committee by e-mail correspondence by means of which
all persons participating in the meeting can read and respond to the dialogue
at their reasonable convenience.
For any resolution put forth for a vote, Members of the Board have (10)
days to respond with a vote via e-mail for their vote to be counted as
legitimate. Discussion of and
voting on any resolution shall be copied to all members of the board.
Section 3. Notice of Meeting. Notice of the date, time,
place, or purpose of annual and other special meetings of the Board of
Directors or any committee need not be given. Notice of any special meeting,
setting forth the date, time and place of the meeting, shall be given to each
director or committee member, as the case may be, by oral, telegraphic or
written notice served on each director or committee member personally not less
than two (2) days before the meeting, or by written notice deposited in the
United States mail, first class postage prepaid, postmarked at least three (3)
days prior to the date of the meeting. The notice need not describe the purpose
of the special meeting unless otherwise required by the Articles of Incorporation
or other provisions in these Bylaws.
Section 4. Waiver of Notice. Whenever any notice of a meeting is required to be given to
any director of this corporation under provisions of the Articles of
Incorporation, these Bylaws, or the law of this state, 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 5. Quorum and Voting. Unless otherwise required by
the Articles of Incorporation, Bylaws or the Internal Revenue Code, a quorum of
the Board of Directors consists of a majority of the sitting number of
directors. If a quorum is present
when a vote is taken, the affirmative vote of a majority of directors present
is the act of the Board of Directors unless the Articles of Incorporation,
other provisions of these Bylaws or the Internal Revenue Code otherwise require
the vote of a greater number of directors.
Section 6. Presumption of Assent. A director who is present
at a meeting of the Board of Directors or a committee of the Board of Directors
when corporate action is taken is deemed to have assented to the action taken
unless: (1) he objects at the beginning of the meeting (or promptly upon his
arrival) to holding it or transacting business at the meeting, (2) his dissent
or abstention from the action taken is entered in the minutes of the meeting,
or (3) he delivers written notice of his dissent or abstention by e-mail or
other medium of data transmission to the presiding officer of the meeting before
its adjournment or to the Corporation immediately after adjournment of the
meeting. The right of dissent or abstention is not available to a director who
votes in favor of the action taken.
ARTICLE V
Officers
Section 1. Designation. The officers of the Corporation may
consist of a President, a Secretary and a Treasurer who shall be elected by the
Board of Directors. The Board of Directors may also choose one or more Vice
Presidents, Assistant Secretaries and Assistant Treasurers. The same individual
may simultaneously hold more than one office in the Corporation. The Board of
Directors may appoint such other officers and agents as it shall deem necessary
who shall hold their offices for such terms and shall exercise such powers and
perform such duties as shall be determined from time to time by the Board.
Section 2. Qualifications. Officers shall be natural
persons who have attained the age of eighteen (18) years, but need not be
residents of the State of Montana.
Section 3. Compensation. The salaries of all officers of
the Corporation shall be fixed by the Board of Directors or a committee or
officer appointed by the Board. Salary payments made to an officer of the
Corporation that shall be disallowed in whole or in part as a deductible
expense by the Corporation for federal income tax purposes shall be reimbursed
by such officer to the Corporation to the full extent of the disallowance. It
shall be the duty of the Board of Directors to enforce payment of each such
amount disallowed.
Section 4. Term of Office. Unless otherwise provided by
resolution of the Board of Directors, the principal officers shall be chosen
annually by the Board at the first meeting of the Board, or as soon thereafter
as is conveniently possible. Subordinate officers may be elected from time to
time. Each officer shall serve until expiration of the term for which he was
elected or until his successor shall have been chosen and qualified, or until
his death, resignation or removal.
Section 5. Resignation and Removal. An officer may resign
at any time by delivering notice to the Corporation. A resignation is effective
when the notice is delivered unless the notice specifies a later effective
date. The Board of Directors may remove any officer at any time with or without
cause.
Section 6. Vacancies. Any vacancy in an office resulting
from any cause may be filled by the Board of Directors.
Section 7. Contract Rights. The appointment of an officer
does not itself create a right to contract. An officer's removal or resignation
does not affect the Corporation’s contract rights, if such contract
rights were lawfully entered by said officer during his or her tenure.
Section 8. Standards of Conduct. An officer with
discretionary authority shall discharge his duties under that authority
pursuant to the laws governing non-profit corporations in the state of Montana.
Section 9. Powers and Duties.
(a) Chief Executive Officer. The
President shall be the chief executive officer of the Corporation unless the
Board of Directors designates the Chairman of the Board as chief executive
officer. Subject to the control of the Board of Directors and the executive
committee (if any), the chief executive officer shall have general executive
charge, management and control of the properties, business and operations of the
Corporation with all such powers as may be reasonably incident to such
responsibilities.
(b) Chairman of the Board. If elected,
the Chairman of the Board shall preside at all meetings of the members and of
the Board of Directors; and he shall have such other powers and duties as
designated in these Bylaws and as from time to time may be assigned to him by
the Board of Directors.
(c) President. As prescribed by the Board
of Directors, the President shall have the authority to agree upon and execute
all leases, contracts, evidences of indebtedness and other obligations in the
name of the Corporation; and, unless the Board of Directors otherwise
determines, he shall, in the absence of the Chairman of the Board or if there
be no Chairman of the Board, preside at all meetings of the members and of the
Board of Directors; and he shall have such other powers and duties as
designated in accordance with these Bylaws and as from time to time may be
assigned to him by the Board of Directors.
(d) Vice Presidents. In the absence of
the Chairman of the Board (if any), or President, or in the event of their
inability or refusal to act, a Vice President designated by the Board of
Directors shall perform the duties of the Chairman of the Board (if any), or
the President, as the case may be, and when so acting shall have all of the
powers of and be subject to all the restrictions upon the Chairman of the Board
(if any), or the President. The Vice Presidents shall perform such other duties
and have such other powers as the Board of Directors may from time to time
prescribe.
(e) Treasurer. The Treasurer shall have
responsibility for the custody and control of all the funds and securities of
the Corporation. He shall perform all acts incident to the position of
Treasurer subject to the control of the chief executive officer, the chief
operating officer, and the Board of Directors; and he shall, if required by the
Board of Directors, give such bond for the faithful discharge of his duties in
such form as the Board of Directors may require.
(f) Assistant Treasurers. Each Assistant
Treasurer shall have the powers and duties pertaining to his office, together
with such other powers and duties as may be assigned to him by the chief
executive officer, the chief operating officer and the Board of Directors. The
Assistant Treasurers shall exercise the powers of the Treasurer during that
officer's absence or inability to act.
(g) Secretary. The Secretary shall keep
the minutes of all meetings of the Board of Directors and the minutes of all
meetings of the members, in books and/or on the website provided for that
purpose; he shall attend to the giving and serving of all notices; he may in
the name of the Corporation affix the seal of the Corporation to all contracts
of the Corporation and attest the seal of the Corporation thereto; he shall
have charge of such books and papers as the Board of Directors may direct, all
of which shall at all reasonable times be open to inspection of any director
upon request at the office of the Corporation during business hours; and he
shall in general perform all duties incident to the office of Secretary,
subject to the control of the chief executive officer, chief operating officer
and the Board of Directors.
(h) Assistant Secretaries. Each Assistant
Secretary shall have the usual powers and duties pertaining to that office,
together with such other powers and duties as may be assigned to him by the
chief executive officer, chief operating officer, the Board of Directors or the
Secretary. The Assistant Secretaries shall exercise the powers of the Secretary
during that officer's absence or inability to act.
Section 10. Voting Securities of the Corporation. Unless
otherwise ordered by the Board of Directors, the President shall have full
power and authority on behalf of the Corporation to attend and to act and vote
at any meetings of security holders of corporations in which the Corporation
may hold securities, and at such meetings shall possess and may exercise any
and all rights and powers incident to the ownership of such securities which
the Corporation might have possessed and exercised if it had been present. The
Board of Directors by resolution from time to time may confer like powers upon
any other officer or person.
ARTICLE VI
Execution Of Instruments, Deposits And Funds
Section 1. Execution Of Instruments. 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.
Section 4. Gifts.
The Board of Directors may accept on behalf of the corporation any
contribution, gift, bequest, or devise for the nonprofit purposes of this
corporation.
ARTICLE VII
Loans
Section l. Restrictions on Loans. No loans shall be
contracted on behalf of the Corporation and no indebtedness shall be issued or
incurred in its name unless authorized by a resolution of the Board of
Directors. Such resolution may grant general authority or may be confined to
specific instances.
ARTICLE VIII
Corporate Records, Reports And Seal
Section 1. Maintenance Of Corporate Records. The
corporation shall keep at its principal office or on a website provided for the
purpose:
(a) Minutes of all meetings of directors,
committees of the board indicating the time and place of holding such meetings,
whether regular or special, how called, the notice given, and the names of
those present and the proceedings thereof;
(b) Adequate and correct books and
records of account, including accounts of its properties and business
transactions and accounts of its assets, liabilities, receipts, disbursements,
gains and losses;
(c) A copy of the corporation's Articles
of Incorporation and Bylaws as amended to date.
Section 2. Corporate Seal. The Board of Directors may adopt, use, and at will alter, a
corporate seal. Such seal shall be kept at the principal office of the corporation.
Failure to affix the seal to corporate instruments, however, shall not affect
the validity of any such instrument.
Section 3. Directors' Inspection Rights. Every director shall have the absolute
right at any reasonable time during business hours to inspect and copy all
books, records and documents of every kind and to inspect the physical
properties of the corporation and shall have such other rights to inspect the
books, records and properties of this corporation as may be required under the
Articles of Incorporation, other provisions of these Bylaws, and provisions of
law.
Section 4. Right To Copy And Make Extracts. Any inspection under the provisions of
this Article may be made in person or by agent or attorney and the right to
inspection shall include the right to copy and make extracts.
Section 5. Annual Report. The board shall cause any annual or periodic report required
under law to be prepared and delivered to an office of this state, and to be so
prepared and delivered within the time limits set by law.
ARTICLE IX
IRC 501(C)(3) Tax Exemption Provisions
Section 1. Limitations On Activities. No substantial part of the activities
of this corporation shall be the carrying on of 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 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 this
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 510(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 with preference to an organization or
entity that has the same or similar purposes. 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 this corporation
is a private foundation as described in Section 509(a) of the Internal Revenue
Code, the corporation 1) shall distribute its income for said period at such
time and manner as not to subject it to tax under Section 4942 of the Internal
Revenue Code, or the corresponding section of any future federal tax code; 2)
shall not engage in any act of self-dealing as defined in Section 4941(d) of
the Internal Revenue Code, or the corresponding section of any future federal
tax code; 3) shall not retain any excess business holdings as defined in
Section 4943(c) of the Internal Revenue Code, or the corresponding section of
any future federal tax code; 4) shall not make any investments in such manner
as to subject the corporation to tax under Section 4944 of the Internal Revenue
Code, or the corresponding section of any future federal tax code; and 5) shall
not make any taxable expenditures as defined in Section 4945(d) of the Internal
Revenue Code, or the corresponding section of any future federal tax code.
ARTICLE X
Amendment of Bylaws
These Bylaws may be amended by a majority vote of the Board of
Directors of the Corporation.
ADOPTION OF BYLAWS
We, the undersigned, are all of the initial directors or incorporators of this corporation, and we consent to, and hereby do, adopt the foregoing Bylaws as the Bylaws of this corporation, effective as of the date of the final signature.
3 Rivers Park
Conflict of Interest Policy
Adopted by Resolution of the Board December 15th, 2004.
Article I
Purpose
The
purpose of the conflict of interest policy is to protect the interests of 3
Rivers Park when it is contemplating entering into a transaction or arrangement
that might benefit the private interest of an officer or director of the
Organization or might result in a possible excess benefit transaction. 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.
Article II
Definitions
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 Article
III, Section 2, a person who has a financial interest may have a conflict of
interest only if the appropriate governing board or committee decides that a
conflict of interest exists.
Article III
Procedures
Article IV
Records of Proceedings
The
minutes of the governing board 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 governing board’s 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.
Article V
Compensation
a.
A voting member of the
governing board who receives compensation, directly or indirectly, from the
Organization for services is precluded from voting on matters pertaining to
that member’s compensation.
b.
A voting member of any
committee whose jurisdiction includes compensation matters and who receives
compensation, directly or indirectly, from the Organization for services is
precluded from voting on matters pertaining to that member’s
compensation.
c.
No voting member of the
governing board or any committee whose jurisdiction includes compensation
matters and who receives compensation, directly or indirectly, from the
Organization, either individually or collectively, is prohibited from providing
information to any committee regarding compensation.
Article VI
Annual Statements
Each
director, principal officer and member of a committee with governing board
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
Organization 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.
Article VII
Periodic Reviews
To ensure the Organization 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
Organization’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.
Article VIII
Use of Outside Experts
When
conducting the periodic reviews as provided for in Article VII, the Organization
may, but need not, use outside advisors. If outside experts are used, their use
shall not relieve the governing board of its responsibility for ensuring
periodic reviews are conducted.
Return to the
Jefferson River Canoe Trail Home Page
Thomas J. Elpel's Webworld Pages
Green University | Granny's Country Store | HOPS Press, LLC
Sustainable Living Skills |
Primitive Living Skills
Wildflowers & Weeds | Society of Primitive Technology
Jefferson River Canoe Trail | What's New? | Search This Site!
Return to Thomas J. Elpel's
Web World Portal | Web World Tunnel
© 1997 - 2008 Thomas J. Elpel