Our Bylaws and Articles of Incorporation
these folks from the Give and Live Calendar, try to stay awake while you
We incorporated in November of 2003 with the Articles below and ratified the Bylaws during December. The next task is to apply for tax-exempt status which involves filling 47,384 forms, projections and applications plus the IRS wants the first born children of our first born children, all of our report cards from grade school and three pints of blood per board director. Finally we've submitted our application on July 1, 2006, and assuming we are accepted all donations after that date will be tax-deductible.
The Bylaws of Give and Live _________________________________________________________
ARTICLE I Name
The Name of the
organization shall be Give and Live. It shall be a nonprofit organization
incorporated under the laws of the State of Minnesota.
ARTICLE II Purposes
The purpose of this corporation shall be for
charitable, religious, scientific, literary or educational purposes,
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 or the corresponding provisions of any future United
States Internal Revenue Law. The
purposes of Give and Live are:
1) To help alleviate poverty by teaching the English language, providing appropriate learning materials and establishing suitable educational facilities in order to empower less fortunate peoples to help themselves.
2) To improve the lives of individuals, families or communities in developing countries by creating direct, symbiotic partnerships with sponsorship individuals or groups.
3) To assist in marketing indigenous products and help secure fair
compensation for the makers of these products.
4) To give indigenous or displaced peoples the tools and knowledge
necessary to obtain and sustain healthy, quality lives as vital,
contributing world citizens.
ARTICLE III Location
The principal office of Give and Live, at which the general business of the corporation will be transacted and where the record of the organization will be kept, shall be at such location in the metropolitan area of Minneapolis-St. Paul, State of Minnesota, as may be fixed from time to time by the Board of Directors of Give and Live.
ARTICLE IV Board of
Section 1 Number and Qualifications: The membership of Give and Live shall consist of its Board of Directors. The Board of Directors shall be composed of not less than three (3) nor more than ten (10) members. They shall be individuals who possess applicable professional experience or who express concern for the general purposes of Give and Live.
2 Governing Powers: The
Board of Directors shall have all the powers and duties necessary or
appropriate for the overall direction of Give and Live. They may engage in
such acts and do such things as are not prohibited by a law or these
3 Election and Term of Office: Directors
shall be elected at the annual meeting of the Board for a term of two
years. Directors shall be allowed to stand for election for a maximum of
five (5) consecutive two-year terms. The Directors shall hold office until
their successors have been elected and qualified. Unless elected to fill a
vacancy, the term of office of a Director shall commence on January 1
following the respective election by the Board.
4 Vacancies: Vacancies
in the Board of Directors shall be filled by a vote of the majority of the
remaining Directors at a regular scheduled or special meeting.
5 Removal of Directors: a)
At any annual or duly called special meeting of the Board, any one or more
of the Directors may be removed with or without cause by a vote of the
majority of the entire voting delegates of record. A successive Director
may then and there be elected to fill the vacancy thus created. Any
Director whose removal has been proposed shall be given at least thirty
(30) days notice of the intent to take such action and an opportunity to
be heard at this meeting. b) After two unexcused absences, a Director will
automatically be removed from the Board. Upon recommendation of the
Executive Committee, such member may be reinstated.
6 Compensation: No
compensation shall be paid to Directors for their services to Give and
Live. Directors may be reimbursed for actual expenses incurred by them in
the performance of special duties and reasonable expenses occurred on
behalf of the corporation.
7 Annual Meetings: The
last meeting of the year shall be the annual meeting of the Board of
Directors. It shall be held for the purpose of electing the Board of
Directors and officers and the consideration of any other business that
may be properly brought before it. The time and place of this annual
meeting of the Board shall be conveyed to each Director at least fourteen
(14) days in advance of the meeting.
8 Regular Meetings: Regular
meetings of the Board of Directors may be held at such time and place,
including virtual meetings on the Internet, as shall be determined from
time to time by the Chair or a majority of the Directors. The Board of
Directors shall meet at least four (4) times each year, approximately
9 Special Meetings: Special
meetings of the Board of Directors may be called by the Chair of the Board
upon at least five (5) days notice to each Director. This notice shall be
given personally or by mail, telephone, fax or the Internet. The notice
shall state the place, time and the purpose of the meeting. The Secretary
of Give and Live in like manner and in like notice shall call a special
meeting upon the written request of at least three (3) Directors.
10 Quorum: At all
meeting of the Board of Directors, forty percent (40%) of the Directors of
record shall constitute a quorum for the transaction of all authorized
business. Where the computation results in a fractional number, it shall
be rounded upward to the next whole number. The acts of the majority of
the Directors present at a meeting at which a quorum exists shall be the
acts of the Board of Directors, except where a larger number is required
by law or these bylaws.
11 Proxies: No
voting by proxy shall be permitted in the meetings of the Board of
Directors of Give and Live.
12: Roberts Rules
of Order will be the authority for all questions and procedures at any
meetings of Give and Live.
V Board of Directors
1 Designation: Principal Officers of Give and Live shall be a
Chair, a Vice-Chair, a Treasurer, and a Secretary. At the discretion of
the Board of Directors, other Officers maybe elected with duties that the
Board shall prescribe.
2 Election of Officers: The
Officers shall be members of the Board and be elected annually by the
Board of Directors at its annual meeting and, unless sooner removed by the
Board the Officers shall serve for a term of one year, or until their
successors are elected. A vacancy in any office may be filled by a
majority vote of the Board for the unexpired portion of the term. The
Board of Directors shall also have the authority to appoint such temporary
or acting Officers as may be necessary during the temporary absence or
disability of the regular officers.
Section 3 Removal: the Board may remove with or without cause Any Officer by affirmative vote of a majority of all the Board members. The matter of removal may be acted upon at any meeting of the Board, provided that notice of intention to consider said removal has been give to each Board member and to the Office affected at least thirty (30) days previously.
Section 4 Chair: The Chair shall be the chief executive officer of the corporation. Subject to the direction and control of the Board, the Chair shall see that the resolutions and directives of the Board are carried into effect, and, in general, shall discharge all duties incident to the office of Chair and as prescribed by the Board. The Chair shall preside at all meetings of the Board of Directors, the Executive Committee, and at all meetings of the membership, except in those instances in which the authority to execute is expressly delegated to another officer or agent of the corporation. The Chair may execute for the corporation all contracts, deeds, conveyances, mortgages, bonds and other instruments in writing that may be required or authorized by the Board of Directors. The Chair shall appoint members to stand committees, establish and appoint members to other committees. The Chair will be a voting ex-officio member of all Board committees except a Nominating Committee.
5 The Vice-Chair: The
Vice-Chair shall act in the absence or disability of the Chair and perform
such duties as may be assigned to him or her by the Chair.
Section 6 Secretary: The Secretary shall be responsible for keeping the organizations records. The Secretary shall keep (or cause to be kept) the minutes of all meetings of the Board of Directors and of the Executive Committee. The Secretary shall give or cause to be given all notices of the meetings of the Board of Directors and other notices required by law or by these bylaws. The Secretary shall be responsible for the keeping of all books, correspondence, committee minutes and papers relating to the business of Give and Live, except those of the Treasurer.
7 Treasurer: The
Treasurer shall be responsible for the preparation of the proposed annual
budget and shall keep (or cause to be kept) records belonging to Give and
Live. The Treasurer will present a report of the finances to the Board of
Directors at its respective annual meeting and will from time to time make
such other reports o the Board of Directors as it may require.
8: Any officer of
Give and Live, in addition to powers conferred on him or her by these
bylaws, will have such additional powers and perform such additional
duties as may be prescribed from time to time by the Board of Directors.
ARTICLE VI Committees
1 Authority: The
Board of Directors may act by and through such committees as may be
specified in resolutions adopted by a majority of the members of the Board
of Directors. Each such committee shall have such duties and
responsibilities as are granted to it from time to time by the Board of
Directors. Each such committee shall at all times be subject to the
control and direction of the Board of Directors. Committee members, other
than members of the Executive Committee, need not be directors.
2 Executive Committee: The
four officers (Chair, Vice-Chair, Treasurer, and Secretary) shall serve as
the members of the Executive Committee. The Chair of the Board of
Directors shall chair the Executive Committee. The designation of such
Executive Committee and the delegation of authority granted to it shall
not operate to relieve the Board of Directors of any responsibility
imposed upon it. No individual shall continue to be a member of the
Executive Committee after he or she ceases to be a Director of Give and
Live. The Board of Directors shall have the power at any time to change
the number of members of the Executive Committee to fill vacancies
thereon, to change any member thereof, to change the functions of the
Committee of to terminate the existence of it. The Executive Director
shall be an ex-officio member of the Executive Committee.
3 Powers: During
the intervals between meetings of the Board of Directors, and subject to
any resolution of the Board of Directors, the Executive Committee shall
have and may exercise all the authority of the Board of Directors in the
management of Give and Live. The Executive Committee shall make a full
report of all actions at the next meeting of the Board of Directors.
4 Meetings: Regular
meetings of the Executive Committee may be held at such time and place as
may be determined by the Executive Committee or the Board of Directors.
Special meetings may be called by the Chair of the Executive Committee.
When such special meetings are deemed to be necessary, members of the
Executive Committee will be notified in person, by mail, by telephone or
by the Internet at least seven (7) days in advance.
5 Quorum: The
majority of the entire Executive Committee shall be necessary to
constitute a quorum for the transaction of business. Acts of the majority
of the members present at such meeting at which a quorum exists shall be
the acts of the Executive Committee.
6 Other Committees: The
Board of Directors may, by resolution passed by a majority of the Board as
a whole, designate one or more other committees in addition to the
Executive Committee. The Chair shall appoint all members of these
committees and designate a Chair for each. The Chairs of the committees
shall be members of the Board of Directors. Any committee so established
shall have and may exercise such power as provided in the resolution which
established the committee. Dissolution of any such committee shall be
accomplished by a resolution of a majority of the Board as a whole.
7 Meetings: Meetings
of the individual committees may be held at such time and place as may be
determined by a majority of the committee, by the Chair, or by the Board
of Directors. Notice of meeting shall be given to the committees
members at least seven (7) days in advance of the meeting unless all
members agree to a shorter notification. A majority of the committees
membership shall constitute a quorum.
ARTICLE VII Fiscal
1 Fiscal Year: The
fiscal year of Give and Live shall begin on the first day of January in
2 Books and Accounts:
Books and accounts of the corporation shall be kept under the
direction of the Treasurer of Give and Live.
3 Execution of Give and Live Documents:
The Board of Directors may authorize any Officer or Officers
agent or agents to enter into any contract or to execute and deliver any
instrument in the name of and on behalf of Give and Live. Such authority
may be general or confined to specific instances. These authorizations are
in addition to those authorized by these bylaws.
No loans shall be contracted on behalf of Give and Live nor
evidences of indebtedness shall be issued in its name unless authorized by
resolution of the Board of Directors. Such authority shall be general or
confined to specific instances.
5 Deposits: All
funds of the corporation not otherwise employed shall be deposited from
time to time to the credit of Give and Live in such bank or banks or other
depositories as the Board of Directors may elect.
6 Conflict of Interest:
shall not enter into any contract or transaction with (a) one or more of
its directors, (b) a director of a related organization, or (c) an
organization in or of which a director of Give and Live is a director,
officer or legal representative, or in some other way has a material
financial interest unless:
1) That interest is disclosed or known to the Board of Directors,
2) The Board approves, authorizes or ratifies the action in good
3) The approval is by a majority of directors (not counting the
4) At a meeting where a quorum is present (not counting the
interested director may be present for discussion to answer questions, but
may not advocate for the action to be taken and must leave the room while
a vote is taken. The minutes of all actions taken on such matters shall
clearly reflect that these requirements have been met.
7 Checks, Drafts, Etc:
checks, drafts and other orders for payment of funds will be signed by
such Officers or such other persons as the Board of Directors shall
designate in its approved financial policies.
Give and Live shall indemnify and hold harmless any Director,
Officer, or employee from any suit, damage, claim, judgment or liability
arising out of, or asserted to arise out of conduct of such person in his
or her capacity as a Director, Officer, or employee except in cases
involving willful misconduct. Indemnification provided under this section
shall comply with and follow the requirements as provided by statute. Give
and Live shall have the power to purchase or procure insurance for such
9 Examination by Directors:
Every director of Give and Live shall have a right to examine, in
person or by agent or attorney, at any reasonable time or times, and at
the place or places where usually kept, all books and records of Give and
Live and make extracts or copies there from.
ARTICLE VIII Executive Director
1 Designation: The
Board of Directors shall select and employ an Executive Director.
2 Duties: The
Executive Director shall be the chief operating officer of the
corporation. As such, the chief executive officer shall be responsible for
providing professional advice and assistance to the Board of Directors and
shall administer the work delegated to the staff; shall hire and release
staff members; and shall have such other powers to perform other duties as
may be assigned by the Board of Directors. The Executive Director shall be
an ex-officio member of the Board of Directors.
3 Other Staff: The
Executive Director may hire and discharge such employed staff as may be
necessary to support the organization. The employed staff shall report
directly to and be accountable to the Executive Director or his or her
Section 4 Checks, Drafts, and Petty Cash Fund: The Executive Director may be authorized to provide one of the signatures on checks, drafts, or other orders of payment of funds for Give and Live. He or she may also be authorized to administer a Petty Cash Fund, the size of which will be designated by the Board of Directors.
ARTICLE IX Miscellaneous
Section 1 Amendments: Both the Board of Directors shall have the power to amend the Articles of Incorporation and these bylaws. Subject to restrictions imposed by statute, the Board may amend the articles and bylaws by adopting a resolution setting forth the amendment, providing written notice of the proposed amendments at least fourteen (14) calendar days prior to a duly called meeting. Such amendment shall require an affirmative vote of sixty percent (60%) of the Board at a duly constituted meeting.
The Articles of Incorporation of Give and Live _______________________________________
WE, THE UNDERSIGNED, of full age, for the purpose
of forming a corporation under and pursuant to the provision of Chapter
317A, Minnesota Statues, known as the Minnesota Non‑Profit
Corporation Act, and laws amendatory thereof and supplementary thereto, do
hereby associate ourselves together as a body corporate and accept the
following Articles of Incorporation:
ARTICLE I -- Name
The name of this corporation shall be Give and
The registered office of this corporation shall be
shall be at:
ARTICLE III Duration
The duration of this corporation shall be
ARTICLE IV Purpose
The purpose of this corporation shall be for charitable, religious, scientific, literary or educational purposes, 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 or the corresponding provisions of any future United States Internal Revenue Law. All funds whether income or principal and whether acquired by gifts or contributions, or otherwise, shall be devoted to said purposes.
ARTICLE V No
Give and Live shall not afford pecuniary gain, incidentally or otherwise to its members. No part of the net earnings of Give and Live shall inure to the benefit of any member of the corporation, except that reasonable compensation may be paid for services rendered to or for the corporation affecting one or more of its purposes. Such net earnings, if any, of Give and Live shall be used to carry out the nonprofit corporate purposes set forth in Article IV above. No substantial part of the activities of Give and Live shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the corporation shall not participate in, or intervene in (including the publishing or distribution of statements) any political campaign on behalf of any candidate for public office. Notwithstanding any other provision of these articles, Give and Live shall not carry on any other 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 the corresponding provision of any future United States Internal Revenue Law, or (b) by a corporation, contributions to which are deductible under Section 170 (c) (2) of the Internal Revenue Code or the corresponding provision of any future United States Internal Revenue Law.
At the time of dissolution of Give and Live, the
board shall, after paying or making provisions for the payment of all of
the liabilities of the corporation, dispose of all of the assets of the
corporation exclusively for the purposes of the corporation in such
manner, or to such organization or organizations organized and operated
exclusively for charitable, religious, scientific, literary, or
educational purposes as shall at the time qualify as an exempt
organization or organizations under Section 501 (c) (3) of the Internal
Revenue Code or the corresponding provision of any future United States
Internal Revenue Law, as the board shall determine. Any such remaining
funds, property or other assets not so distributed shall be disposed of by
petition or application to district court, according to state law, for
such purposes or to such organization(s) as the court may decree, which
are organized and operated exclusively for such purposes.
ARTICLE VII -
The name and address of the incorporator of this
ARTICLE VIII Board
The number of directors constituting the first
Board of Directors of this corporation shall be six (6), each of whom
shall continue in office until the first annual meeting of the members and
until a successor is elected and qualified, or removed as provided by law
or in the bylaws. The name and address of each first director is:
Scott Jones, 11700 Live Oak Drive, Minnetonka, MN
ARTICLE IX Personal
There shall be no personal liability of any of the
members of this corporation for any corporation obligation.
ARTICLE X Board
Action In Writing
Any action required or permitted to be taken at a
board meeting, and not requiring member approval, may be taken by written
action signed or consented to by authenticated electronic communication by
the number of directors that would be required to take action at a meeting
of the Board at which all directors were present, as prescribed by these
bylaws; provided that if bylaws or statute require a different number to
take action, that such number will be required.
Witness whereof, I have hereunto subscribed my name
this 19th day of November, 2003.