As adopted 18 January 1996
As amended June 26, 2000
As amended February 7, 2001
ARTICLE I. NAME; REGISTERED OFFICE AND AGENT; FISCAL YEAR
Section 1. Name. The name of the corporation is Vermont Bicycle and Pedestrian Coalition, Inc., incorporated under the laws of the state of Vermont.
Section 2. Registered Office and Agent. The registered office of the corporation is P.O. Box 4003, Burlington, VT 05406-4003. The corporation's registered agent is George Plumb.
Section 3. Change of Address. The Board of Directors may change the principal office from one location to another within Vermont by noting the changed address and effective date below, and such changes of address shall not be deemed an amendment of these Bylaws:
___________________________________ Dated: ____________
Section 4. Fiscal year. The fiscal year of the corporation shall begin January 1.
Section 1. Objectives and Purposes. As a corporation organized and operated exclusively for educational purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code, the VBPC shall conduct public discussion groups, forums, panels, lectures, workshops, etc., which:
- Promote an increased knowledge of, and greater interest in, bicycling and walking.
- Provide a means of communication between the public and persons and organizations participating in and benefiting from bicycling and walking.
- Promote, defend and protect the rights of bicyclists and walkers.
- Gather and publish for its members and the general public information concerning bicycling and walking.
- Secure a better understanding and recognition of the need for a safer environment for bicycling and walking and to educate the general public about the same;
- Encourage, secure and educate the general public about the provision of safe and desirable facilities for bicycling and walking.
- Present written comments and testimony of the views of the members of VBPC in connection with legislative and administrative proposals relating to bicycles, bicycling, equipment requirements for bicycles, the establishment and maintenance of bicycling facilities, walkers, traffic laws and regulations or otherwise affecting bicycling or walking activities.
- Develop, involve, create, and generate programs of all types to educate the public concerning the role of safe bicycling and walking in the multi-modal transportation system.
Section 2. Nonpartisan Activities. The VBPC is a public benefit corporation under the Vermont Nonprofit Corporation Law for the public purposes described above, and it shall be nonprofit and nonpartisan. No substantial part of the activities of the VBPC shall consist of the publication or dissemination of materials with the purpose of attempting to influence legislation, and the VBPC shall not participate or intervene in any political campaign on behalf of any candidate for public office, or for or against any cause or measure being submitted to the people for a vote. The VBPC shall not, except in an insubstantial degree, engage in any activities or exercise any powers that are not in furtherance of the purposes described above.
Section 3. Other Activities. The VBPC through its membership, Board of Directors, committees and officers, shall engage in such lawful activities and programs and take such lawful action as may, from time to time, be deemed necessary or advisable to accomplish the purposes and objectives herein-before set forth in these By-Laws.
ARTICLE III. MEMBERS AND THEIR MEETINGS
Section 1. Classes of membership. There shall be two (2) classes of membership with the following rights, privileges, qualifications, obligations and manner of appointment:
- Regular Membership. There shall be three (3) types of Regular Membership.
- Individual Membership. Any person having attained the age of fourteen (14) years shall be eligible to become an Individual Member.
- Organizational Membership. Any bicycling or walking organization in the State of Vermont or organization which has been active in bicycle or walking related activities as part of their program in Vermont shall be eligible to become an organizational member.
- Supporting Membership. Any domestic or foreign person, partnership, corporation, association, or club that manufactures, sells or otherwise markets bicycles, bicycle equipment, parts or accessories; promotes or is otherwise engaged in bicycling or bicycling related activities; or has, as a stated purpose, the promotion, understanding and/or recognition of bicycling, bicycling-related activities, safety and/or education, shall be eligible to become a Supporting Member.
- Honorary Membership. Individuals making significant contributions to the corporation and its programs may be accorded honorary non-voting member status. Nominations should be forwarded to the corporation’s Board Development and Nominations Committee prior to September 1 each year. The committee will make its recommendations to the corporation’s Board of Directors, which will act upon them and announce honorary memberships at the annual meeting of the members of the corporation.
Section 2. Number of Memberships limited to one. No member shall hold more than one membership in the VBPC. Except as expressly provided in or authorized by the Articles of Incorporation or Bylaws of the VBPC, all memberships shall have the same rights, privileges, restrictions and conditions.
Section 3. Fees, Dues, and Assessments.
- No fee shall be charged for making application for membership in the VBPC.
- The annual dues payable to the VBPC by members shall be in such amount as may be determined from time to time by resolution of the Board of Directors.
- The annual dues shall be equal for each class of member, but the Board of Directors may set different annual dues for each class of member.
- Memberships shall be nonassessable.
Section 4. Number of Members. There is no limit on the number of members the VBPC may admit.
Section 5. Membership Book. The VBPC shall keep a membership book containing the name and address of each member. Termination of the membership of any member shall be recorded in the book, together with the date of termination of such membership. Such book shall be kept at the VBPC’s principal office and shall be available for inspection by any Director or member of the VBPC during regular business hours.
The record of names and addresses of the members of the VBPC shall constitute the membership list of the VBPC and shall not be used, in whole or in part, by any person for any purpose not reasonably related to a member's interest as a member.
Section 6. Non-Liability of Members. A member of the VBPC is not, as such, personally liable for the debts, liabilities, or obligations of the VBPC.
Section 7. Non-Transferability of Memberships. No member may transfer a membership or any right arising therefrom. All rights of membership cease upon the member's death.
Section 8. Termination of Membership.
- Grounds for Termination. The membership of a member shall terminate upon the occurrence of any of the following events:
- Upon his or her notice of such termination delivered to the President or Secretary of the VBPC personally, mail, or e-mail such membership to terminate upon the date of delivery of the notice or date of deposit in the mail.
- Upon a determination by the Board of Directors that the member has engaged in conduct materially and seriously prejudicial to the interests or purposes of the VBPC.
- Upon a failure to renew his or her membership by paying dues on or before their due date, such termination to be effective thirty (30) days after a written notification of delinquency is given personally or mailed to such member by the Secretary or other officer of the VBPC, designated by the Board of Directors. A member may avoid such termination by paying the amount of delinquent dues within a thirty (30) day period following the member' receipt of the written notification of delinquency.
- Procedure for Expulsion. Following the determination that a member should be expelled under subparagraph (a)(ii) of this Section, the following procedure shall be implemented:
- A notice shall be sent by first-class or registered mail to the last address of the member as shown on the VBPC' records, setting forth the expulsion and the reasons therefor. Such notice shall be sent at least fifteen (15) days before the proposed effective date of the expulsion.
- The member being expelled shall be given an opportunity to be heard, either orally or in writing, at a hearing to be held not less than five (5) days before the effective date of the proposed expulsion. The hearing will be held by the Board of Directors in accordance with the quorum and voting rules set forth in these Bylaws applicable to the meetings of the Board. The notice to the member of his or her proposed expulsion shall state the date, time, and place of the hearing on his or her proposed expulsion.
- Following the hearing, the Board of Directors shall decide whether or not the member should in fact be expelled, suspended, or sanctioned in some other way. The decision of the Board shall be final.
- Any person expelled from the VBPC shall receive a refund of dues already paid. The refund shall be prorated to return only the unaccrued balance remaining for the period of the dues payment.
Section 9. Rights on Termination of Membership. All rights of a member in the VBPC shall cease on termination of membership as herein provided.
Section 10. Amendments resulting in the Termination of Memberships. Notwithstanding any other provision of these Bylaws, if any amendment of the Articles of Incorporation or of the Bylaws of the VBPC would result in the termination of all memberships or any class of memberships, then such amendment or amendments shall be effected only in accordance with the provisions of the Vermont Nonprofit Corporation Law.
Section 11. Annual meeting. The annual meeting of the members of the corporation shall be as the Board of Directors designates. At least one week advance notice of the date, time and place shall be given in the Coalition newsletter, or by mail, fax, phone, or email.
Section 12. Special Notice Rules for Approving Certain Proposals. If action is proposed to be taken or is taken with respect to thefollowing proposals, such action shall be invalid unless unanimously approved by those entitled to vote or unless the general nature of the proposal is stated in the notice of meeting or in any written waiver of notice:
- Removal of directors without cause;
- Filling of vacancies on the Board by members;
- Amending the Articles of Incorporation; and
- An election to voluntarily wind-up and dissolve the VBPC.
Section 13. Special meetings. Special meetings of the members of the corporation may be called by the President, The Board of Directors, or by members constituting one-tenth of the voting membership. Written or email notice shall be mailed or delivered to all members at least one week in advance, and such notice shall include the purpose or purposes for which the meeting is called.
Section 14. Voting. Each voting member shall be entitled to one vote at any meeting of the members of the corporation. Proxy voting is prohibited.
Section 15. Quorum. A quorum shall consist of one percent (1%) or fifteen (15) voting members of the VBPC, whichever is greater.
Section 16. Reasonable Nomination and Election Procedures. The VBPC shall make available to members reasonable nomination and election procedures with respect to the election of Directors by members. Such procedures shall be reasonable given the nature and size and operation of the VBPC, and shall include:
- A reasonable means of nominating persons for election as Directors-at-large.
- A reasonable opportunity for a nominee to communicate to the members the nominee’s qualifications and the reasons for the nominee’s candidacy.
- A reasonable opportunity for all nominees to solicit votes.
- A reasonable opportunity for all members to choose among the nominees.
If the VBPC distributes any written election material soliciting votes for any nominee for Director at the VBPC’s expense, it shall make available, at the VBPC’s expense, to each other nominee, in or with the same material, the same amount of space that is provided any other nominee, with equal prominence, to be used by the nominee for a purpose reasonably related to the election.
Generally, any person who is qualified to be elected to the Board of Directors shall be nominated at the annual meeting of members held for the purpose of electing Directors by any member present at the meeting in person or by proxy.
ARTICLE IV. BOARD OF DIRECTORS AND ITS MEETINGS
Section 1. Duties. It shall be the duty of the Directors to:
- Perform any and all duties imposed on them collectively or individually by law, by the Articles of Incorporation of the VBPC, or by these Bylaws.
- Appoint and remove, employ and discharge, and, except as otherwise provided in these Bylaws, prescribe the duties and fix compensation, if any, of all officers, agents and employees of the VBPC.
- Supervise all officers, agents and employees of the VBPC to assure that their duties are performed properly.
- Meet at such times and places as required by these Bylaws.
- Register their physical and electronic addresses with the Secretary of the VBPC, and notices of meetings physically and/or electronically mailed or telegraphed to them at such addresses shall be valid notices thereof.
Section 2. Number. The maximum number of directors is fifteen. The minimum number of directors is five.
Section 3. Makeup. The makeup of the membership shall strive to consist of 3 organizational members, 3 supporting members, 3 governmental representatives, and the remaining 6 individual members.
Section 4. Election. The membership shall elect its directors.
Section 5. Term. Directors shall serve three-year terms, but the Board of Directors may shorten the term of any directorship for the purpose of staggering the expirations of directors’ terms.
Section 6. Vacancies. Any vacancy occurring in the Board of Directors shall be filled by the Board of Directors. A Director elected to fill a vacancy shall be elected for the unexpired term of his or her predecessor.
Section 7. Eligibility. All directors and officers shall be voting members of the corporation. Any director who has served six consecutive years shall be ineligible to continue to serve for a period of one year.
Section 8. Annual Meeting. The regular meeting of the Board of Directors shall be held after the annual meeting of the members of the corporation at the same location.
Section 9. Special meetings. Special meetings of the Board of Directors may be called by the President or any three directors provided that notice shall be mailed or delivered to each director at least one week in advance.
Section 10. Quorum. A quorum shall consist of a majority of the Board of Directors then in office.
Section 11. Unanimous Consent in Lieu of Meeting. An action may be taken without a meeting if consent in writing, setting forth the action to be taken, is signed by all of the Directors.
Section 12. Vacancies. Vacancies on the Board of Directors shall exist (1) on the death, resignation or removal of any Director, and (2) whenever the number of authorized Directors is increased.
The Board of Directors may declare vacant the office of a Director who has been declared of unsound mind by a final order of court, or convicted of a felony, or been found by a final order of judgement of any court to have breached any duty under the Vermont Nonprofit Corporation Law.
Directors may be removed without cause by a majority of all members.
Any Director may resign effective upon giving written notice to the President, the Secretary or the Board of Directors, unless the notice specifies a later time for the effectiveness of such resignation. No Director may resign if the VBPC would then be left without a duly elected Director or Directors in charge of its affairs.
Vacancies on the Board may be filled by approval of the Board or, if the number of Directors then in office is less than a quorum, by (1) the unanimous written consent of the Directors then in office, (2) the affirmative vote of a majority of the Directors then in office at a meeting held pursuant to notice or waivers of notice complying with this Article of these Bylaws, or (3) a sole remaining Director. A person elected to fill a vacancy as provided in this Section shall hold office until the annual election of Board of Directors for the term of the office of the vacancy filled or until his or her death, resignation or removal from office.
Section 13. Compensation. Directors shall serve without compensation except that they may be allowed and paid their actual and necessary expenses incurred in attending Directors meetings. In addition, they may be allowed reasonable advancement or reimbursement for expenses incurred in the performance of their regular duties. Directors may not be compensated for rendering services to the VBPC in any capacity other than Director unless such other compensation is reasonable and is allowable under the following provision of this Article.
Section 14. Restriction Regarding Interested Directors. Notwithstanding any other provision of these Bylaws, not more than forty-nine percent (49%) of the persons serving on the Board may be interested persons. For purposes of this Section, ‘interested persons’ means either:
- any person currently being compensated by the VBPC for services rendered it within the previous twelve (12) months, whether as a full- or part-time officer or other employee, independent contractor, or otherwise, excluding any reasonable compensation paid to a Director as Director; or
- 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.
Section 15. Conduct of Meetings. Meetings of the Board of Directors shall be presided over by the President, or, if no such person has been so designated or, in his or her absence, the Vice-President of the VBPC or, in the absence of each of these persons, by a Chairman chosen by a majority of the Directors present at the meeting. The Secretary of the VBPC shall act as Secretary at all meetings of the Board, provided that in his or her absence, the presiding officer shall appoint another person to act as Secretary at the Meeting.
Meetings shall be governed by Robert’s Rules of Order, as such rules may be revised from time to time, insofar as such rules are not inconsistent with or in conflict with these Bylaws, with the Articles of Incorporation of the VBPC or with any provision of law.
Section 16. Non-Liability of Directors. The Directors shall not be personally liable for the debts, liabilities, or other obligations of the VBPC.
Section 17. Indemnification by Corporation of Directors, Officers, Employees and other Agents. To the extent that a person, who is, or was, a Director, officer, employee or other agent of the VBPC has been successful on the merits in defense of any civil, criminal, administrative or investigative proceedings brought to procure a judgment against such person by reason of the fact that he or she is, or was, an agent of the VBPC, or has been successful in defense of any claim, issue or matter, therein, such person shall be indemnified against expenses actually and reasonably incurred by the person in connection with such proceedings.
If such person either settles any such claim or sustains a judgment against him or her, then indemnification against such expenses, judgments, fines, settlements and other amounts reasonably incurred in connection with such proceedings shall be provided by the VBPC but only to the extent allowed by, and in accordance with the requirements of, Vermont law.
Section 18. Insurance for Corporate Agents. The Board of Directors may adopt a resolution authorizing the purchase and maintenance of insurance on behalf of any agent of the VBPC (including a Director, officer, employee or agent of the VBPC) against any liability other than for violating provisions of law relating to self-dealing asserted against or incurred by the agent in such capacity or arising out of the agent’s status as such, whether or not the VBPC would have the power to indemnify the agent against such liability under the provisions of Vermont law.
Section 1. Number. The officers of the corporation shall be the President, Vice-President, Treasurer, and Secretary.
Section 2. Subordinate Officers. The Board of Directors may appoint such other officers or agents as it may deem desirable, and such officers shall serve such terms, have such authority, and perform such duties as may be prescribed from time to time by the Board of Directors.
Section 3. Annual Election. The officers of the corporation shall be elected annually by the Board of Directors at their regular meeting, and shall serve until their successors are elected.
Section 4. Vacancy. Any vacancy caused by the death, resignation, removal, disqualification, or otherwise, of any officer shall be filled by the Board of Directors. In the event of a vacancy in any office other than that of President, such vacancy may be filled temporarily by appointment by the President until such time as the Board shall fill the vacancy. Vacancies occurring in offices of officers appointed at the discretion of the Board may or may not be filled as the Board shall determine.
Section 5. Removal and Resignation. Any officer may be removed, either with or without cause, by the Board of Directors, at any time. Any officer may resign at any time by giving written notice to the Board of Directors or to the President or Secretary of the VBPC. Any such resignation shall take effect at the date of the receipt of such notice or at any later date specified therein, and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective. The above provisions of this Section shall be superseded by any conflicting terms of a contract which has been approved or ratified by the Board of Directors relating to the employment of any officer of the VBPC.
Section 6. Eligibility. The President, Vice-President, Secretary, and Treasurer shall be voting members. No officer shall serve in the same office for more than three consecutive terms.
Section 7. Duties of the President. The President shall be the chief executive officer of the VBPC and shall, subject to the control of the Board of Directors, supervise and control the affairs of the VBPC and the activities of the officers. He or she shall perform all duties incident to his or her office and such other duties as may be required by law, by the Articles of Incorporation of the VBPC, or by these Bylaws, or which may be prescribed from time to time by the Board of Directors. Unless another person is specifically appointed as Chairman of the Board of Directors, he or she shall preside at all meetings of the Board of Directors. If applicable, the President shall preside at all meetings of the members. Except as otherwise expressly provided by law, by the Articles of Incorporation, or these Bylaws, he or she shall in the name of the VBPC, execute such deeds, mortgages, bonds, contracts, checks, or other instruments which may from time to time be authorized by the Board of Directors.
Section 8. Duties of the Vice-President. In the absence of the President, or in the event of his or her inability or refusal to act, the Vice-President shall perform all the duties of the President, and when so acting shall have all the powers of, and be subject to all the restrictions on, the President. The Vice-President shall have other powers and perform such other duties as may be prescribed by law, by the Articles of Incorporation, or by these Bylaws, or as may be prescribed by the Board of Directors.
Section 9. Duties of the Treasurer. Subject to the provisions of these Bylaws related to the “execution of Instruments, Deposits and Funds,” the Treasurer shall:
Have charge and custody of, and be responsible for, all funds and securities of the VBPC, and deposit all such funds in the name of the VBPC in such banks, trust companies, or other depositories as shall be selected by the Board of Directors.
Receive, and give receipt for, monies due and payable to the VBPC from any source whatsoever.
Disburse or cause to be disbursed the funds of the VBPC as may be directed by the Board of Directors, taking proper vouchers for such disbursements.
Keep and maintain adequate and correct accounts of the VBPC’s properties and business transactions, including accounts of its assets, liabilities, receipts, disbursements, gains, and losses.
Exhibit at all reasonable times the books of account and financial records to any Director of the VBPC, or to his or her agent or attorney, on request thereof.
Render to the President and Directors, whenever requested, an account of any or all of his or her transactions as Treasurer and of the financial condition of the VBPC.
Prepare, or cause to be prepared, and certify, or cause to be certified, the financial statements to be included in any required reports.
In general, perform all duties incident to the office of Treasurer and such other duties as may be required by law, theArticles of Incorporation of the VBPC, or by these Bylaws, or which may be assigned to him or her from time to time by the Board of Directors.
Section 10. Duties of the Secretary. The Secretary shall:
Certify and keep at the principal office of the VBPC or at such other place as the Board may determine, the original, or a copy of these Bylaws as amended or otherwise altered to date.
Keep at the principal office of the VBPC or at such other place as the Board may determine, a book of minutes of all meetings of the Directors, and, if applicable, meetings of committees of Directors and of regular members, recording therein the time and place of holding, whether regular or special, how called, how notice thereof was given, the names of those present or represented at the meeting, and the proceedings thereof.
See that all notices are duly given in accordance with the provisions of these Bylaws or as required by law.
Be custodian of the records and of the seal of the VBPC and see that the seal is affixed to all duly executed documents, the execution of which on behalf of the VBPC under its seal is authorized by law or these Bylaws.
Keep at the principal office of the VBPC or at such other place as the Board may determine, a membership book containing the name and address of each and any members, and, in the case where any membership has been terminated, he or she shall record such fact in the membership book together with the date on which such membership ceased.
Exhibit at all reasonable times to any Director of the VBPC, or to his or her agent or attorney, on request therefor, the Bylaws, the membership book, and the minutes of the proceedings of the Directors of the VBPC.
In general, perform all duties incident to the office of Secretary and such other duties as may be required by law, the Articles of Incorporation of the VBPC, or by these Bylaws, or which may be assigned to him or her from time to time by the Board of Directors.
Section 11. Compensation. The salaries of the officers, if any, shall be fixed from time to time by resolution of the Board of Directors, and no officer shall be prevented from receiving such salary by reason of the fact that he or she is also a Director of the VBPC, provided, however, that such compensation paid a Director for serving as an officer of the VBPC shall only be allowed if permitted under these Bylaws. In all cases, any salaries received by officers of the VBPC shall be reasonable and given in return for services actually rendered the VBPC which relate to the performance of the charitable or public purposes of the VBPC.
Section 1. Committees. The Board of Directors may, from time to time, by resolution passed by a majority of the whole Board, designate one or more committees, each committee to consist of two or more of the directors of VBPC. Any such committee, to the extent provided in the resolution or in the By-Laws of VBPC, shall have and may exercise the powers and authority of the Board of Directors in the management of the business and affairs of VBPC assigned to it by the Board of Directors.
A majority of all the members of any such committee may determine its action and fix the time and place of its meetings, unless the Board of Directors shall otherwise provide. The Board of Directors shall have power to change the members of any committee at any time, to fill vacancies and to discharge any such committee, either with or without cause, at any time.
The following Committees of The Board shall be formed and shall operate until eliminated by specific order of the Board. The purpose of Board Committees is to assist the Board in doing its work in governing the organization.
Section 2. Executive Committee. The Board of Directors may, by a majority vote of Directors then in office, designate two (2) or more of its members (who may also be serving as officers of the VBPC) to constitute an Executive Committee (additional non Directors may be added to the Committee) and delegate to such Committee any of the powers and authority of the Board in the management of the business and affairs of the VBPC, except with respect to:
- The approval of any action which, under law or the provisions of these Bylaws, requires the approval of the members or of a majority of all of the members.
- The filling of vacancies on the Board or on any committee which has the authority of the Board.
- The fixing of compensation of the Directors for serving on the Board or on any committee.
- The amendment or repeal of Bylaws or the adoption of new Bylaws.
- The amendment or repeal of any resolution of the Board which by its express terms is not so amendable or repealable.
- The appointment of committees of the Board or the members thereof.
- The expenditure of VBPC funds to support a nominee for Director after there are more people nominated for Director than can be elected.
- The approval of any transaction to which the VBPC is a party and in which one or more of the Directors has a material financial interest, except as expressly provided by Vermont Law.
By a majority vote of its members then in office, the Board may at any time revoke or modify any or all of the authority so delegated, increase or decrease but not below two (2) the number of its members, and fill vacancies therein form the members of the Board. The Committee shall keep regular minutes of its proceedings, cause them to be filed with the VBPC records, and report the same to the Board from time to time as the Board may require.
Section 3 Finance, Budget, & Development Committee. This committee will consist of those members involved in the raising and accounting of funds for the support of the organization, including the Treasurer.
Section 4. Board Development and Nominations Committee. This committee shall plan for the ongoing recruiting, training, and recognition of members on the Board of Directors. It shall also prepare a slate of candidates to recommend to membership for election at the Annual Meeting.
Section 5. Operations and Physical Plant Committee. This committee shall negotiate and recommend to the Board action on leases and purchases relating to occupancy and equipment.
Section 6. The Membership Committee. This committee shall develop mechanisms for and oversee Board linkages with individuals, clubs, and shops. The Membership Committee will plan for the growth and servicing of members, as well as recommend to the Board any policies related to VBCP’s relationship with its members.
Section 7. Ad Hoc Committees. The Board may at its discretion establish Ad Hoc Committees for the purposes of studying or implementing a project or issue over a short term.
Section 8. Appointment. With approval of the Board of Directors, the President shall appoint annually the membership and chairperson of all committees as soon as possible after the annual meeting of the members of the corporation.
ARTICLE VII. 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 VBPC to enter into any contract or execute and deliver any instrument in the name of and on behalf of the VBPC, 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 VBPC 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 VBPC shall be signed by the Treasurer.
Section 3. Deposits. All funds of the VBPC shall be deposited from time to time to the credit of the VBPC 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 VBPC any contribution, gift, bequest, or devise for the charitable or public purposes of the VBPC.
ARTICLE VIII. CORPORATE RECORDS, REPORTS AND SEAL
Section 1. Maintenance of Corporate Records. The VBPC shall keep at its principal office in the State of Vermont:
- Minutes of all meetings of Directors, committees of the Board and all meetings of members, indicating the time and place of holding such meeting, whether regular or special, how called, the notice given, and the names of those present and the proceedings thereof.
- Adequate and correct books and records of account, including accounts of its properties and business transaction and accounts of its assets, liabilities, receipts, disbursements, gains and losses.
- A record of its members, if any, indicating their names and addresses and, if applicable, the class of membership held by each member and the termination date of any membership.
- A copy of the VBPC’s Articles of Incorporation and Bylaws as amended to date, which shall be open to inspection by the members, if any, of the VBPC at all reasonable times during office hours.
Section 2. Corporate Seal. The Board of Directors may adopt, use, and at will alter, a corporate seal. Such seal shall be kept by the Secretary of the VBPC. Failure to affix the seal to corporate instruments, however, shall not affect the validity of any such instrument.
Section 3. Director’ Inspection Rights. Every Director shall have the absolute right at any reasonable time to inspect and copy all books, records and documents of every kind and to inspect the physical properties of the VBPC.
Section 4. Members’ Inspection Rights. Each and every member shall have the following inspection rights, for a purpose reasonably related to such person’s interest as a member:
- To inspect and copy the record of all members’ names, addresses and voting rights, at reasonable times, upon five (5) business days prior written demand on the VBPC, which demand shall state the purpose for which the inspection rights are requested.
- To obtain from the Secretary of the VBPC, upon written demand and payment for a reasonable charge, a list of the names, addresses and voting rights of those members entitled to vote for the election of Directors as of the most recent record date for which the list has been compiled or as of the date specified by the member subsequent to the date of the demand. The demand shall state the purpose for which the list is requested. The membership list shall be made available on or before the later of ten (10) business days after the demand is received or after the date specified therein as of which the list is to be compiled.
- To inspect at any reasonable time the books, records, or minutes of proceedings of the members or of the Board or committees of the Board, upon written demand on the VBPC by the member, for a purpose reasonably related to such person's interests as a member.
Section 5. Right to Copy and Make Extracts. Any inspection under the provision of this Article may be made in person or by agent or attorney and the right to inspection includes the right to copy and make extracts.
Annual Report. The Board shall cause an annual report to be furnished not later then one hundred and twenty (120) days after the close for the VBPC’s fiscal year to all Directors of the VBPC and, to any member who requests it in writing, which report shall contain the following information in appropriate detail:
- The assets and liabilities, including the trust funds, of the VBPC as of the end of the fiscal year.
- The principal changes in assets and liabilities, including trust funds, during the fiscal year.
- The revenue or receipts of the VBPC, both unrestricted and restricted to particular purposes, for the fiscal year.
- The expenses or disbursements of the VBPC, for both general and restricted purposes, during the fiscal year.
- Any information required by this Article.
The annual report shall be accompanied by any report thereon of independent accountants, or, if there is no such report, the certificate of an authorized officer of the VBPC that such statements were prepared without audit from the books and records of the VBPC.
If the VBPC receives TWENTY-FIVE THOUSAND DOLLARS ($25,000), or more, in gross revenues or receipts during the fiscal year, the VBPC shall automatically send the above annual report to all members, in such manner, at such time, and with such contents, including an accompanying report from independent accountants or certification of an VBPC officer, as specified by the above provisions of this Section relating to the annual report.
Section 6. Annual Statement of Specific Transactions to Members. The VBPC shall mail or deliver to all Directors and any and all members a statement within one hundred and twenty (120) days after the close of its fiscal year which briefly describes the amount and circumstances of any indemnification or transaction of the following kind: Any transaction in which the VBPC or its subsidiary was a party, and in which any Director or officer of the VBPC or its subsidiary (a mere common directorship shall not be considered a material financial interest) had a direct or indirect material financial interest:
The above statement need only be provided with respect to a transaction during the previous fiscal year involving more than FIFTY THOUSAND DOLLARS ($50,000) or which was one of a number of transactions with the same person involving, in the aggregate, more than FIFTY THOUSAND DOLLARS ($50,000).
Similarly, the statement need only be provided with to respect indemnification or advances aggregating more than TEN THOUSAND DOLLARS ($10,000) paid during the previous fiscal year to any Director or officer, except that no such statement need be made if such indemnification was approved by the members pursuant to Vermont law.
Any statement required by this Section shall briefly describe the names of the interested persons involved in such transactions, stating each person's relationship to the VBPC, the nature of such personal interest in the transaction and where practical, the amount of such interest; provided, that in the case of a transaction with a partnership of which such person is a partner, only the interest of the partnership need be stated.
If the VBPC provides all members with an annual report then such annual report shall include the information required by this Section.
ARTICLE IX. PROHIBITION AGAINST SHARING CORPORATE PROFITS AND ASSETS
Section 1. Prohibition against sharing corporate profits and assets. No member, Director, officer, employee, or other person connected with the VBPC, or any private individual, shall receive at any time any of the net earnings or pecuniary profit from the operations of the VBPC, provided, however, that this provision shall not prevent payment to any such person or reasonable compensation for services performed for the VBPC in effecting any of its public or charitable purposes, provided that such compensation is otherwise permitted by these Bylaws and is fixed by resolution of the Board of Directors; and no such person or persons shall be entitled to share in the distribution of, and shall not receive, any of the VBPC assets on dissolution or winding up of the affairs of the VBPC, all members of the VBPC shall be deemed to have expressly consented and agreed that on such dissolution or winding up of the affairs of the VBPC, whether voluntary or involuntary, the assets of the VBPC after all debts have been satisfied, then remaining in the hands of the Board of Directors, shall be distributed as required by the Articles of Incorporation of the VBPC and not otherwise.
ARTICLE X. IRS REQUIREMENTS
Section 1. Notwithstanding any other provisions of these articles, the corporation is organized exclusively for one or more of the purposes as specified in Section 501 (c) (3) of the Internal Revenue Code of 1986, and shall not carry on any activities not permitted to be carried on by a corporation exempt from Federal income tax under IRC Section 501 (c) (3) or corresponding provisions of any subsequent Federal tax laws.
Section 2. No part of the net earnings of the corporation shall inure to the benefit of any member, trustee, director, officer of the corporation, or any private individual and no member, trustee, officer of the corporation or any private individual shall be entitled to share in the distribution of any of the corporation assets on dissolution of the corporation.
Section 3. No substantial part of the activities of the corporation shall be carrying on propaganda, or otherwise attempting, to influence legislation (except as otherwise provided by Internal Revenue Code Section 501 (h), and does not participate in, or intervene in any political campaign on behalf of any candidate for public use.
Section 4. In the event of dissolution all of the remaining assets and property of the corporation shall, after necessary expenses thereof, be distributed to another organization exempt under IRC Section 501 (c) (3), or corresponding provisions of any subsequent Federal tax laws, or to the Federal government, or state or local government for a public purpose, subject to the approval of a Justice of the Supreme Court of the State of Vermont.
Section 5. In any taxable year in which the corporation is a private foundation as described in IRC Section 509 (a), the corporation shall distribute its income for said period at such time and manner as not to subject it to tax under IRC Section 4942, and the corporation shall not engage in any act of self-dealing as defined in IRC.
Section 4941 (d), retain any excess business holdings as defined in IRC Section 4942 (c), (b) make any investments in such manner as to subject the corporation to tax under IRC Section 4922, or (c) make any taxable expenditures as defined in IRC Section 4945 (d) or corresponding provisions of any subsequent Federal tax laws.
Section 1. Amendment. Subject to any provision of law applicable to the amendment of Bylaws of public benefit nonprofit corporations, these Bylaws, or any of them, may be altered, amended, or repealed and new Bylaws adopted as follows:
- subject to the power of the members, if any, to change or repeal these Bylaws under Vermont law, by approval of the Board of Directors by a two-thirds majority vote of the Board at any regular or special meeting, provided that notice of the proposed action is given in the call for the meetings, unless the Bylaw amendment would materially and adversely affect the rights of members, if any, as to voting or transfer, provided, however, if this corporation has admitted any members, then a Bylaw specifying or changing the number of Directors of the VBPC, the maximum or minimum number of Directors, or changing from a fixed to variable Board or vice versa, may not be adopted, amended; or repealed except as provided in subparagraph (b) of this section; or
- by approval of the members of the VBPC by two-thirds majority vote at any regular or special meeting, provided that notice of the proposed action is give in the call for the meeting.
Section 1. Amendment of Articles. Amendment of the Articles of Incorporation may be adopted by the approval of the Board of Directors and by the approval of the members of the VBPC, by two-thirds majority vote at any regular or special meeting, provided that notice of the proposed action is give in the call for the meeting.
ARTICLE XII. AMENDMENT OF ARTICLES
Section 2. Certain Amendments. Notwithstanding the above paragraph of this Article, the VBPC shall not amend its Articles of Incorporation to alter any statement which appears in the original Articles of Incorporation and of the names and addresses of the first Directors of the VBPC nor the name and address for its initial agent, except to correct an error in such statement or to delete either statement after the VBPC has filed a “Statement by a Domestic Non-Profit Corporation” pursuant to Vermont law.
Section 3. Procedure. Unless otherwise provided in the Bylaws, all matters of parliamentary procedure shall be governed by Robert’s Rules of Order Newly Revised (1986) as a back-up in cases where consensus is blocked.