Model Sets of Bylaws

These two model sets of bylaws are presented only as a guide for the formation of your own bylaws. Although bylaws vary in format, structure, and detail, the bylaws of most organizations include all of the information that these models include. These are merely samples. Each organization should develop a set of bylaws suitable to its own purposes, and the effect of each of these "rules" on the function of the organization should be carefully considered during the process of development. The Model Set of Bylaws(1) begins below. Model Set of Bylaws(2)


Article I. Purpose

The corporation has been organized to operate exclusively for charitable purposes, including but not limited to:

  1. (Outline the purposes of your organization as described in your articles of incorporation.)

Article II. Location

The principal office of the corporation, at which the general business of the corporation will be transacted and where the records of the corporation will be kept, will be at such a place in the metropolitan area, state of Minnesota, as may be fixed from time to time by the board of directors. Unless otherwise fixed, it will be at (address).


Article III. Members

Members of the corporation will consist only of the members of the board of directors.

OR

Article III. Members

Section 1: The qualifications for membership will be
_________________________________________________________________
_________________________________________________________________.

Section 2: Persons will be selected for membership by ______________________
_________________________________________________________________
_________________________________________________________________.

Section 3: Each member will serve ______________________________________
____________________(tenure)_______________________________________.

Section 4: The duties of the membership of this corporation will include__________
__________________________________________________________________
_________________________________________________________________.

Section 5: An annual meeting of the members will be held in ___________ of each year.
Special meetings of the members may be called __________________ (by whom)
__________ (and how) _____________________________________________.

Section 6: The quorum of a membership meeting will be _____________________
_________________________________________________________________.

Section 7: Notice of meetings of the membership must be sent to each member and must be mailed or delivered at least _________ days prior to the day such a meeting will be held.

Section 8: Membership meetings will be chaired by _________________________
_________________________________________________________________.

Section 9: Members (may/may not) vote by proxy at any meeting of members.


Article IV. Board of Directors

Section 1: The number of members of the board of directors of this corporation will be not less than __________________ or more than _________________________.

Section 2: Directors will be representative of (list groups to be represented) in the (geographic) area and will share the mission and goals of the corporation. This corporation is committed to a policy of fair representation on the board of directors, which does not discriminate on the basis of race, physical handicap, sex, color, religion, sexual orientation, or age

Section 3: Election of new directors or election of current directors to a second term will occur as the first item of business at the annual meeting of the corporation. Directors will be elected by a majority vote of the current directors.

Section 4: The term of each director of the corporation will be _________year(s). No director will serve more than ______ consecutive terms.

Section 5: When a director dies, resigns, or is removed, the board may elect a director to serve for the duration of the unexpired term.

Section 6: Any director may be removed from the board of directors by an affirmative vote of the majority of directors present at an official meeting of the board. Notice of the proposed removal will be given to members with the notice of the meeting. The director involved will be given an opportunity to be present and to be heard at the meeting at which his or her removal is considered.

Section 7: No compensation will be paid to any member of the board of directors for services as a member of the board. By resolution of the board, reasonable expenses may be allowed for attendance at regular and special meetings of the board.


Article V. Meeting of the Board of Directors

Section 1: An annual meeting of the board of directors will be held in _____________ of each year for the purpose of electing officers and directors. In addition to its annual meeting, the board of directors will hold regular meetings at least ______ times each calendar year at such place as may be designated in the notice of the meeting.

Section 2: Special meetings of the board of directors may be called at any time by the president of the corporation or in his or her absence by the vice-president or upon receipt of a request therefore signed by ____________ or more directors or by a majority of the full-time, permanent paid staff of the corporation.

Section 3: Notice of regular, special, and annual meetings will mailed at least _____ days prior to the day such meeting is to be held. Any director of the corporation may make written waiver of notice before, at, or after a meeting. The waiver will be filed with the person who has been designed to act as the secretary of the meeting; this person will enter it in the record of the meeting. Appearance at a meeting is deemed a waiver unless the director attends for the express purpose of asserting the illegality of the meeting.

Section 4: At all meetings of the board of directors, each director present will be entitled to cast one vote on any motion coming before the meeting. The presence of a majority of the membership will constitute a quorum at any meeting.

Section 5: At a meeting at which there is a quorum present, a simple majority affirmative vote of the directors present is required to pass a motion before the board.

Section 6: Proxy voting _______ (will/will not) ____ be permitted.

Section 7: Robert's Rules of Order will be the authority for all questions or procedure at any meetings of the corporation.


Article VI. Officers

Section 1: The officers of this corporation will be president, vice-president, secretary, treasurer and such officers with duties as the board prescribes.

Section 2: The officers of the corporation will be elected annually by the members of the board of directors at its annual meeting. Each officer will serve _________-year terms.

Section 3: Any officer may be removed with or without cause by the board of directors by a vote of a majority of all of the board members. The matter of removal may be acted upon at any meeting of the board, provided that the notice of intention to consider said removal has been given to each board member and to the officer affected at least ______ days previously.

Section 4: A vacancy in any office may be filled by a majority vote of the board of directors for the unexpired portion of the term.

Section 5: The president will be the chief executive officer of the corporation. It will be the duty of the president to reside at all meetings of the board of directors and to have general supervision of the affairs of the corporation. He or she will execute on behalf of the corporation all contracts, deeds, conveyances, and other instruments in writing that may be required or authorized by the board of directors for the proper and necessary transaction of the business of the corporation.

Section 6: It will be the duty of the vice-president to act in the absence or disability of the president and to perform such other duties as may be assigned to him or her by the president of the board. In the absence of the president, the execution by the vice-president on behalf of the corporation of any instrument will have the same force and effect as if it were executed on behalf of the corporation by the president.

Section 7: The secretary will be responsible for keeping the corporate records. He or she will give or cause to be given all notices of meetings of the board of directors and all other notices required by law or by these bylaws. The secretary will by the custodian of all books, correspondence, and paper relating to the business of the corporation, except those of the treasurer. The secretary will present at each annual meeting of the board of directors a full report of the transactions and affairs of the corporation for the preceding year and will also prepare and present to the board of directors such other reports as it may desire and request at such time or times as it may designate. The board of directors at its discretion may elect an assistant secretary, not necessarily a member of the board of directors, who will perform the duties and assume the responsibilities of the secretary as above set forth under the general direction of the secretary or president.

Section 8: The treasurer will have general charge of finances of the corporation. When necessary and proper, he or she will endorse on behalf of the corporation all checks, drafts, notes, and other obligations and evidences of the payment of money to the corporation or coming into his or her possession, in such bank or banks as may be selected by the board of directors. He or she will deposit the same, together with all other funds of the corporation coming into his or her possession, and will keep full and accurate account of all receipts and disbursements of the corporation in books belonging to the corporation, which will be open at all times to the inspection of the board of directors. He or she will present to the board of directors at it's annual meeting his or her report as treasurer of the corporation and will form time to time make such other reports to the board of directors as it may require.

Section 9: Any officer of the corporation, in addition to the powers conferred upon 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 said board.


Article VII. Committees

Section 1: The board of directors may designate one or more ad hoc committees, each of which will consist of at least one committee chair and two or more committee members. Committee members may be members of the board of directors, members of the corporation, or other interested individuals. The chair of the committee will be appointed by the president of the organization who will act with the board's approval. After consultation with the committee chair, the president of the organization will appoint committee members. The studies, findings, and recommendations of all committees will be reported to the board of directors for consideration and action, except as otherwise ordered by the board of directors. Committees may adopt such rules for the conduct of business as are appropriate and as are not inconsistent with these bylaws, the articles of incorporation, or state law.

Section 2: The board of directors will have the following standing committees.

Executive Committee: This committee will be chaired by the president of the corporation and will consist of all other officers of the corporation and the chairs of all other committees. This committee will serve as the central planning group for the organization and as an advisory group to the executive director. It also will have full authority to act for the board in managing the affairs of the corporation during the intervals between meetings of the board.

Budget and Finance: This committee will be chaired by the treasurer and will consist of ____ to _____ members appointed by the president to ____ year terms. This committee will oversee and monitor the fiscal operations of the organization, develop an annual budget for recommendation by the board, and develop and assist in the implementation of a funding strategy for the corporation.


Article VIII. Miscellaneous

Section 1: The corporation will have the power to indemnify and hold harmless any director, officer, or employee from any suite, 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). The corporation will have the power to purchase or procure insurance for such purposes.

Section 2: The board of directors may authorize any officer or officers, agent or agents of the corporation, in addition to the officers so authorized by these laws, to enter into any contract or execute and deliver any instrument in the name of, and on behalf of, the corporation. Such authority may be general or confined to specific instances

Section 3: All checks, drafts, and other orders for payment of funds will be signed by such officers or such other persons as the board of directors may from time to time designate. All documents will require two such signatures, at least one of which must be that of a member of the board of directors and the other may be of the executive director.

Section 4: The corporation will keep correct and complete books and records of accounts and will also keep minutes of the proceedings of its members, board of directors, and committees having any of the authority of the board of directors; and it will keep at the registered or principal office a record giving the names and addresses of the members entitled to vote. All books and records of the corporation may be inspected by any member or his or her agent or attorney for any proper purpose at any reasonable time.

Section 5: The fiscal year of the corporation will be ________________ through ___________.


Article IX. Amendments

The board of directors may amend these bylaws to include or omit any provision that it could lawfully include or omit at the time the amendment is made. Upon written notice of at least _____ days, any number of amendments or an entire revision of the bylaws may be submitted and voted upon at a single meeting of the board of directors and will be adopted at such meeting upon receiving a _______ vote of the members of the board of directors.


Article X. Dissolution

Upon the dissolution of the corporation and after the payment or the provision for the payment of all the liabilities of the corporation, the board of directors will dispose of all of the assets of the corporation exclusively for the purposes of the corporation or to the organizations that are then qualified as tax-exempt organizations under section 501(c)(3) of the Internal Revenue code. Any assets not so disposed of will be disposed of by a court of jurisdiction in the county in which the principal office of the corporation is located.

Model Set of Bylaws taken from "Bylaws: Playing By the Rules," from Starting and Running a Nonprofit Organization, Second Edition by Joan Hummel (University of Minnesota Press, 1980, 1996).

MODEL SET OF BYLAWS(2)

BYLAWS of the [name of nonprofit]


Article I. Intent

Section 1: Incorporation

The name of this corporation is the [name of nonprofit] ("[truncated name of nonprofit that will appear throughout the document]"). The corporation is organized and operated exclusively for charitable purposes and will:
  1. Operate under the authority of Public Law 633, approved by the Congress of the United States, August 7, 1946 (60 Stat. 885), Section 67, which permits the use of services of field employees in cooperation with such nonprofit scientific and historical societies engaged in educational work in the various parks and monuments as the Secretary of Interior may designate.
  2. Comply with the laws of the State of [name of state].
  3. Be governed by rules and regulations of the National Park Service as outlined in the National Park Service Management Policies and the National Park Service Cooperating Association Guidelines and Procedures, and the current National Park Service-Cooperating Association Agreement.

Article II. Purposes

Section 1: Statement of Purpose

The primary purposes of the [name of nonprofit] are as follows:

  1. To cooperate with the National Park Service in accomplishing educational, interpretive, conservation, research, planning and park improvement projects and programs for the benefit of the [name of park] and the National Park Service.
  2. To assist the National Park Service in stimulating interest in the above through publication, purchase, and sale of printed material, visual aids and other material, visual aids and other material pertinent to the [name of park] and the National Park Service.
  3. To assist the National Park Service in developing programs of park support including volunteer activities, financial contributions and pro bono services for the benefit of the [name of park] and the National Park Service.
  4. To pursue any and all charitable activities related to the foregoing specific purposes.
  5. In carrying out its activities the [truncated name of nonprofit] shall emphasize the [name of park] and the overall mission of the National Park Service.
  6. Notwithstanding any other provision of the Articles or the Bylaws, the [truncated name of nonprofit] 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 of 1986 (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 of 1986 (or a corresponding provision of any future United States Internal Revenue Law).

Article III. Offices

Section 1: Principal Office

The principal office of the corporation for the transaction is located in [County], [State].

Section 2: Change of Address

The county of the corporation's principal office can be changed only by amendment of these Bylaws and not otherwise. The Board of Trustees may, however, change the principal office from one location to another within the named county by noting the changed address and effective date below, and such changes of address shall not be deemed an amendment of these Bylaws:

_______________________Dated:_______________, 20____

_______________________Dated:_______________, 20____

_______________________Dated:_______________, 20____


Section 3: Other Offices

The corporation may also have offices at such other places, within or without the State of [name of state], where it is qualified to do business, as its business may require and as the Board of Trustees may, from time to time, designate.


Article IV. Members

Section 1: Determination of Members

This corporation shall make no provisions for voting members, however, pursuant to [cite state statute, example: Section 5310 (b) (1) of the Nonprofit Public Benefit Corporation Law of the State California], any action which would otherwise, under law or the provisions of the Articles of Incorporation or Bylaws of this corporation, require approval by a majority of all members or approval by members, shall only require the approval of the Board of Trustees. Furthermore, all rights, which would otherwise vest in the members under law, the Articles of Incorporation or the Bylaws of this corporation, shall vest in the Trustees of this corporation.

Section 2: Non-Voting Memberships

There shall be two types of non-voting members: annual and honorary members. Any person interested in the aims of the organization may upon application to the Association and payment of membership dues becomes an Annual Member. In addition to this class of members, honorary memberships may be given to those persons who, in the judgement of the Board or staff, have, in an outstanding and exemplary matter, furthered the purposes of the [truncated nonprofit name], "Annual members" and "honorary members" are not "members" as that term is defined in [cite state statute, example: Section 5056 of the California Nonprofit Corporation Law].

Section 3: Annual Membership Classification and Dues

There shall be classes of Annual Memberships as the Board of Trustees shall, from time to time, establish. Dues and requirements and qualifications for each class of members shall be in accordance with a schedule established by the Board. Termination of membership shall be the remedy for non-payment of fees.

Section 4: Other Classes of Membership

The Board of Trustees may, by appropriate resolution from time to time, establish another class or other classes of members for the corporation. None of such other class or classes of members, nor the constituents thereof, shall be or have the rights and privileges of voting for statuary members as defined in [cite section of the state's statute that applies, example: Section 5056 of the California Nonprofit Corporation Law of the State of California.] The privileges, rights and duties of such other class or classes of members shall be as provided by the Board of Trustees, subject to the terms of these Bylaws, as amended from time to time. The Board may determine from time to time an initial membership fee, and set such fees, dues and assessments for membership in the corporation as the Board, in its discretion, may determine. The Board of Trustees may thereby confer specified rights on the members except as otherwise specified in the corporation's Article of Incorporation or Bylaws.

Section 5: Property Rights, Nonliability, Nontransferability

No member shall any right or interest in any of the property or assets of the corporation. No member shall be personally liable for the debts, liabilities, or obligations of the corporation. No member may transfer for value or otherwise a membership or any right arising therefrom; and all rights of member shall cease upon the member's death.

Section 6: Meetings of Members

The board may provide for holding regular meetings of the members whenever it may be considered necessary or desirable.


Article V. Trustees

Section 1: Powers

Subject to the limitation of the Articles of Incorporation, of the Bylaws, and of the Nonprofit Public Benefit Corporation Law of the State of [name state], and subject to the duties of Trustees as prescribed by the Bylaws, all corporate powers shall be exercised by or under the authority of, and the business and affairs of the corporation shall be controlled by, the Board of Trustees. So long as the Board of Trustees shall be the sole class of voting members of the corporation, any action which requires approval of the members or approval of a majority of the members pursuant to the Nonprofit Public Benefit Corporation Law of the State of [name state] shall require only the approval of the Board. Without limiting the foregoing, the Board of Trustees shall have the power to levy dues and assessments, to select and remove all officers, agents, employees and contractors, and to fix reasonable compensation therefor, to authorize and empower officers or agents to enter into contracts and other commitments on behalf of the corporation, and to appoint and delegate responsibilities and authority to committees, officers and agents. The Board of Trustees may accept donations of real property; it may also decline to accept such property as it may deem inappropriate or potentially burdensome.

Section 2: Title and Management of Property

All of the property funds, and assets received or acquired by the [truncated name of nonprofit], shall be taken, held, managed and expended in such a manner, as directed by the Board. Title to all property, funds, and assets of the [truncated name of nonprofit] shall at all times be and remain vested in said Board and their successors in office jointly. However, it shall be the policy that capital projects completed on behalf of the National Park Service will be donated and title transferred to the National Park Service.

Section 3: Composition and Number

The Board shall include representatives from the community served by the [name of park]. The number of Trustees of the corporation shall be not less than five and not more than twenty-five until changed by a duly adopted amendment to this Bylaw section.

Section 4: Board Appointment

Candidates for appointment to the Board shall be selected by a Nominating Committee consisting of the Chair, and two or more members of the Board. New Trustees must be approved by majority vote of the Board.

Section 5: Term of Office

Trustees shall serve for term of three years or until their successors have duly taken office and shall not serve more than three terms. After completion of three consecutive terms, a Trustee will be given emeritus status. After one year of emeritus status, a Trustee may be re-nominated to the Board. Length of terms and appointment dates may be staggered by decision of the Board to avoid all terms expiring at the same time.

Section 6: Vacancies

Vacancies on the Board of Trustees shall exist (1) whenever the number of authorized Trustees is increased, (2) on the expiration of the term of any Trustee, or (3) on the resignation, removal, or death of any Trustee.

Vacancies on the Board may be filled by the recommendation of the Nominating Committee and the approval of the majority of the remaining members of the Board. Upon the recommendation of the Chair, the person so appointed shall hold office for the unexpired term of his predecessor; however when filling a newly opened position (due to Board expansion or expiration of a predecessor's term), the person shall serve the regular term of office.

Section 7: Regular Meetings

There shall be regular meetings of the Board at a date and time as designated by the Board. The General Superintendent of the [name of park] may attend regular meetings of the Board, but shall be excused upon the request of the Chair.

Section 8: Special Meetings

In addition, the Chair, or majority of the Board, may call a special meeting of the Board by written notice to all Trustees at least ten working days prior to the special meeting. The General Superintendent of the [name of park] may attend special meetings of the Board, but will be excused upon the request of the Chair.

Section 9: Quorum

At all meetings of the Board, one-third of the total current number of Trustees, but never less than three if the number of current Trustees drops below nine, shall constitute a quorum. Except as otherwise provided in these Bylaws or in the Articles of Incorporation of this corporation, or by law, no business shall be considered by the Board at any meeting at which a quorum, as hereinafter defined, is not present, and the only motion which the Chair shall entertain at such meeting is a motion to adjourn. However, a majority of the Trustees present at such meeting may adjourn from time to time until the time fixed for the next regular meeting of the Board.

The Trustees present at a duly called and held meeting at which a quorum is initially present may continue to do business notwithstanding the loss of a quorum at the meeting due to a withdrawal of Trustees from the meeting, provided that any action thereafter must be approved by at least a majority of the required quorum for such meeting or such greater percentage as may be required law, or the Articles of Incorporation or Bylaws of this corporation.

Section 10: Majority Action As Board Action

Every act or decision done or made by a majority of the Trustees present at a meeting duly held at which a quorum is present is the act of the Board of Trustees, unless the Articles of Incorporation or Bylaws of this corporation require a greater percentage or different voting rules for approval of a matter by the Board.

Section 11: Action Without Meeting

Any action which, under any provision of the [name state] General Corporation Law, may be taken at a meeting of the members, may be taken without a meeting if authorized by a writing signed by all of the persons who would be entitled to vote upon such action at a meeting, and filed with the Secretary of the Corporation.

Section 12: Unexcused Absences

Any Board member having two unexcused absences in a year will be automatically dropped from the Board. Validation of excused absences will be determined by the Board and incorporated in the minutes of the meetings.

Section 13: Fees and Compensation

Trustees shall not be compensated for serving on the Board of Trustees. Trustees shall be entitled to reimbursement of expenses incurred on behalf of the corporation if such reimbursement is approved in advance by vote of the Board. Members of committees may receive such reimbursement for expenses as may be fixed or determined by resolution of the Board of Trustees. Nothing herein shall be considered to preclude any Trustee from serving the corporation in any other capacity, including as an officer, agent, employee or otherwise, and receiving compensation therefor.

Section 14: Interested Persons

Pursuant to [cite section, example: Section 5227 of the Nonprofit Public Benefit Corporation Law of the State of California], no more than forty-nine percent (49%) of t he Trustees serving on the Board may be "interested persons". For the purposes of the Section, "interested persons" means either (I) any person currently being compensated by the corporation for services rendered to it within the previously twelve (12) months whether as a full-time or part-time employee, independent contractor, or otherwise, excluding any reasonable compensation paid to a Trustee as a Trustee; or (II) any brother, sister, ancestor, descendant, spouse, brother-in-law, sister-in-law, son-in-law, daughter-in-law, mother-in-law or father-in-law of any such person. The provision of this Section shall not affect the validity of enforceability of any transaction entered into by the corporation.

Section 15: Standards of Conduct

Pursuant to [cite section, example: Section 5231 of the California Nonprofit Public Benefit Corporation Law], a Trustee shall perform the duties of a Trustee, including duties as a member of any committee of the Board upon which the Trustee may serve, in good faith, in a manner such Trustee believes to be in the best interests of the corporation and with such care, including reasonable inquiry, as an ordinary prudent person in a like position would use under similar circumstances. In performing the duties of a Trustee, a Trustee shall be entitled to rely on information, opinions, reports or statements including financial statements and other financial data, in each case prepared or presented by:
  • One or more officers or employees of the corporation whom the Trustee believes to be reliable and competent in the matters presented;

  • Counsel, independent accountants or other persons as to matters which the Trustee believes to be within such person(s) professional or expert competence; or

  • A committee of the Board upon which the Trustee does not serve, as to matters within its designated authority, which committee the Trustee believes to merit confidence. Provided, that in any such case, the Trustee acts in good faith, after reasonable inquiry when the need therefor is indicated by the circumstances and without knowledge that would cause such reliance to be unwarranted.

Section 16: Self-Dealing Transactions

Pursuant to [cite section, example: Section 5233 and except as provided in Section 5233 of the Nonprofit Public Benefit Corporation Law of the State of California], the corporation shall not be a party to a transaction in which one or more of its Trustees has a material financial interest ("Interested Trustee") unless:
  • Approval by Attorney General

    The Attorney General, or the court in an action in which the Attorney General is an indispensable party, has approved the transaction before or after it was consummated; or

  • Approval by Board

    Prior to entering into the transaction, after full disclosure to the Board of all material facts as to the proposed transaction and the Interested Trustee's interest and investigation and report to the Board as to alternative arrangements for the proposed transaction, if any, the Board in good faith and by a vote of a majority of the Trustees then in office (without including the vote of the Interested Trustee):

    Resolves and finds that (1) the transaction is in the corporation's best interests and for the corporation's own benefit, (2) the transaction is fair and reasonable as to the corporation, and (3) after reasonable investigation under the circumstances as to alternatives, the corporation could not have a more advantageous arrangement with reasonable efforts under the circumstances; and

    Approves the entire transaction; or

  • Interim Approval by Authorized Committee or Person

    If it is not reasonably practicable to obtain approval of the Board prior to entering into such transaction, and, prior to entering into said transaction, a committee or person authorized by the Board approves the transaction in a manner consistent with the procedure set forth in subsection (b) of this section; and the Board, after determining in good faith that the corporation entered into the transaction for its own benefit and that the transaction was fair and reasonable as to the corporation at the time it was entered into, ratifies the transaction at its next meeting by a vote of the majority of the Trustees then in office, without the vote of the Interested Trustee.

    In light of the foregoing limitations, all Trustees shall fill out an annual questionaire dealing with this subject matter.


Article VI. Officers

Section 1: Number of Officers

The officers of the [truncated name of the nonprofit] shall consist of a Chair, Secretary, and Treasurer who shall be members of the Board. All members shall serve without compensation.

Section 2: Nomination

A Nominating Committee consisting of the Chair and two or more members of the Board selected by the Board shall meet no less often than two years to nominate a slate of officers.

Section 3: Election

The election of the officers shall occur at the first general board meeting following the meeting of the Nominating Committee.

Section 4: Term

The officers shall serve a term of two years and shall not serve more than three successive terms in the same office.

Section 5: Vacancy

A vacancy in any office shall be filled in the manner prescribed in the Bylaws for regular election to such office.

Section 6: Chairman

The Chairman shall be the principal elected officer of the corporation. He or she shall preside at all meetings of the Trustees, shall serve as an ex-officio member of all committees, and shall have such other powers and duties as may be prescribed from time to time by the Board of Trustees.

Section 7: Vice Chair

In the event the Chair is unable to serve, the Vice Chair shall perform the duties of the Chair.

Section 8: Secretary

The Secretary shall keep, or cause to be kept, a book of minutes at the principal office of all meetings of the Board and members.

Section 9: Treasurer

The Treasurer shall keep and maintain, or cause to be kept and maintained, adequate and correct accounts of the properties and business transactions of the [truncated name of nonprofit]. The Treasurer may not be a National Park Service employee.

Section 10: Executive Director

The Board of Trustees shall employ a salaried staff executive who shall have the title of Executive Director and whose terms and conditions of employment shall be specified by the Board.

The Executive Director shall be the chief executive and operating officer of the corporation. He or she shall be responsible for all the day-to-day management functions. He or she shall manage and direct all activities of the corporation in accordance with policies established by the Board of Trustees and shall be responsible to the Board. Within his or her authority, and in the course of his or her duties he or she shall (a) employ and discharge all members of the staff necessary to carry on the work of the corporation, and fix their compensation within the approved budget; and (b) define the duties of the staff, supervise their performance, and establish titles, and delegate those responsibilities of management as shall, in his or her best judgement, be in the best interest of the corporation.

He or she shall attend all meetings of the Board of Trustees, the Executive Committee and all other committees, serving as an ex-officio member, without a vote. He or she may be excused at meetings called to review his or her performance and/or compensation.


Article VII. Committees

Section 1: Committee of Trustees

The Board of Trustees, by resolution adopted by a majority of the Trustees in office, may designate one or more committees, including an Executive Committee, each of which shall consist of two or more Trustees, which committees, to the extent provided in said resolution, shall have and exercise the authority of the Board in the management of the [truncated name of nonprofit].

Section 2: Executive Committee

The Board of Trustees may, by a majority of Trustees then in office, designate three or more of its members (who may also be serving as officers of the [truncated name of nonprofit]) to constitute an Executive Committee. The Executive Committee shall conduct the affairs of the [truncated name of nonprofit] between regular meetings of the Board. It shall keep records of its actions. All actions of the Executive Committee shall be subject to the approval of the Board. The [truncated name of nonprofit]'s Executive Director and the General Superintendent may attend meetings of the Executive Committee, but shall be excused upon the request of the Board Chair.

Section 3: Appointment of Committees

The Trustees shall appoint members of all committees designated by the Board with the concurrence of the Board. The [truncated name of nonprofit]'s Executive Director may attend meetings of all committees, but shall be excused upon the request of the Board Chair.

Section 4: Chair of Committees

All committees shall be chaired by a member of the Board.

Section 5: Term of Office

Each member of a committee shall continue as such until the next election of officers unless the committee shall be sooner terminated, or unless such member be removed from the committee, or until such member shall cease to qualify as a member thereof.

Section 6: Vacancies

Vacancies in the membership of any committee may be filled by appointments made in the same manner as provided in the case of the original appointments.

Section 7: Quorum

Unless otherwise provided in the resolution of the Board designating a committee, a majority of the whole committee shall constitute a quorum.


Article VIII. Advisory Board

Section 1: Composition

One or more advisory boards may be composed of interested professionals, scientists, historians and others, as needed, to support the [truncated name of nonprofit]'s mission and programs. They would represent the principal fields of the [truncated name of nonprofit]'s endeavors and be invited and encouraged to offer suggestions as to the policies and activities of the [truncated name of nonprofit].

Section 2: Membership

When developed, the members of an advisory board(s) shall be appointed by the Board of Trustees. Past directors may be members of this committee. Any number of persons may serve on such an advisory board(s).

Section 3: Term of Office

The term of office for all members of an advisory board(s) shall be at the discretion of the Board.

Section 4: Compensation and Expenses

Compensation and expense reimbursement may be awarded to members of an advisory board(s) by the Board of Trustees commensurate with prudent fiscal evaluation of services rendered and value received by the [truncated name of nonprofit].


Article IX. Fiscal Policy

Section 1: Major Activities

All new ventures in the activities of the [truncated name of nonprofit], such as a major financial obligation, must be approved by the Board and any expenditure in connection therewith shall be specifically authorized for such purposes by the Board before disbursement may be made for such purpose.

Section 2: Excess Funds

Whenever the cash balances of the [truncated name of nonprofit] are deemed to be in excess of current needs, the Board may authorize the investment of any such funds for interest earning purposes in United States Government Bonds, federally insured savings account accounts and/or other investment programs deemed appropriate by the Board. Such deposits shall be made in the name of the [truncated name of nonprofit] with the authority for making of deposits and withdrawals vested in such person or persons, as the Board shall from time to time provide by resolution. The Board is further empowered to authorize loans or donations to other cooperating associations for the purpose of furthering their educational work therein when deemed advisable.

Section 3: Disbursements

All checks, drafts or other payment of money, notes or other evidences of indebtedness issued in the name of or payable to the corporation and requiring signature shall be signed or endorsed by such person or persons and in manner as from time to time shall be determined by the Board of Trustees.

Section 4: Annual Audit

The [truncated name of nonprofit] shall require an annual audit of its accounts by a certified public accountant. The National Park Service and Department of Interior shall be duly authorized to audit the records and review the internal controls of the business operations and to evaluate the benefits accruing to the National Park Service from its cooperation with the [truncated name of nonprofit].

Section 5: Fiscal Year

The fiscal year of the [truncated name of nonprofit] shall commence on the 1st day of October and end on the 30th day of September.


Article X. Amendments to Bylaws

Section 1: Amendments

Power to repeal or amend these Bylaws and adopt additional Bylaws is hereby delegated to the Board of Trustees. Changes in these Bylaws or the adoption of additional Bylaws may be made at any meeting of the Board. However, before new bylaws or changes in existing Bylaws may be adopted, notice of same shall be first be given by the Executive Director by mail to all Trustees at least ten (10) days prior to such a meeting and same shall be adopted only by an affirmative vote of two-thirds of all current Trustees.


Article XI. Limitation of Liabilities

Section 1: Limitation

Nothing herein shall constitute Trustees of the [truncated name of nonprofit] as partners for any purpose. No Trustee, Officer, agent or employee of the [truncated name of nonprofit] shall be liable for his acts or failure to act on any part of any other Trustee, Officer, agent or employee of the Association; nor shall any Trustee, Officer, agent or employee be liable for his acts or failure to act under these Bylaws, excepting only acts or omissions to act arising out of his willful misfeasance.

Section 2: Volunteer Trustees

Pursuant to [cite state's specific section of the Nonprofit Public Benefits Law, example: Section 5239 of the Nonprofit Public Benefits Law of the State of California], there shall be no personal liability to a third party of a volunteer Trustee or volunteer Chair, Vice Chair, Secretary or Treasurer of the [truncated nonprofit name] caused by the Trustee's of Officer's negligent act or omission in the performance of that person's duties as a Trustee or Officer, if all of the following conditions are met:

  1. The act or omission was within scope of the Trustee's of Officer's duties;
  2. The act or omission was performed in good faith;
  3. The act or omission was not reckless, wanton, intentional, or grossly negligent

This limitation on the personal liability of a volunteer Trustee or Officer does not limit the liability of the [truncated name of nonprofit] for any damages caused by acts or omissions of a volunteer Trustee or volunteer Officer, nor does it eliminate the liability of a Trustee or Officer provided in [cite state's specific section of the Nonprofit Public Benefits Law, example: Section 5233 or 5237 of the Nonprofit Public Benefit Corporation Law of the State of California] in any action or proceeding brought by the Attorney General. It is the intent of the [truncated name of nonprofit] to eliminate the personal liability of each Trustee and Officer to the fullest extent allowed by law.

Section 3: Liability Insurance

In order to obtain the full benefit of the limitation of liability set forth in subsection (2) above, the corporation and the Trustees shall make all reasonable efforts tin good faith to maintain liability insurance in the form of a general liability policy for the corporation and/or a trustee's and officer's liability policy.

Section 4: Indemnity for Litigation

The [truncated name of nonprofit] hereby agrees to exercise the power to indemnify any person who was or is a party or is threatened to be made a party to any proceeding by reason of the fact that such person is or was a Trustee, Officer, employee or other agent (as defined in [cite state's statute, example: Section 5238 of the Nonprofit Public Benefit Law of the State of California]) of the Association, to the full extent allowed under the provisions of said Section 5238 relating to the power of a corporation to indemnify any such person. The amount of such indemnity shall be so much as the Board of Trustees determines and finds to be reasonable, or, if required by said Section 5238, the amount of such indemnity shall be so much as the court determines to be reasonable.


Certificate

This is to certify that the foregoing is a true and correct copy of the Bylaws of the corporation named in the title thereto and that such Bylaws were duly adopted by the Board of Directors of said corporation on the date set forth above.

Dated:______________

Signed:________________________________________

           Incorporator/Secretary