BYLAWS

 of

BEPA FOUNDATION,
a subordinate organization of

BIG EASY PEDICAB ASSOCIATION

(adopted 11-21-2013, amended 2014-09-01)

 

ARTICLE I: NAME, MISSION, AND PURPOSES

 

Section 1.01.  Name.     The name of the organization is BEPA FOUNDATION

 

Section 1.02. Mission.     The Organization’s mission is to be a public foundation supporting local non-profit organizations, charitable and educational programs, and persons aligned with the philanthropic interests of the pedicab industry in New Orleans  

Section 1.03. Purpose.     The Organization is organized exclusively for charitable and educational purposes within the meaning of section 501(c)(3) of the Internal Revenue Code, 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 section of any future United States Internal Revenue Law.

Section 1.04. Undefined.     reserved

Section 1.05. Exempt Purposes Regulatory Compatibility.     No substantial part of the activities of the Organization shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the Organization shall not participate in, or intervene in (including the publishing or distribution of statements) any political campaign on behalf of or in opposition to any candidate for public office. The Organization shall not carry on any other activities not permitted to be carried on (a) by a organization exempt from federal income tax under section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code, or (b) by a corporation, contributions to which are deductible under section 170(c)(2) of the Internal Revenue Code, or the corresponding section of any future federal tax code.

Section 1.06. Dissolution.     Upon dissolution of the Organization, after paying or adequately providing for the debts and obligations of the Organization, the remaining assets shall be distributed for one or more exempt purposes within the meaning of section 501 (c) (3) of the Internal Revenue Code, or the corresponding section of any future federal tax code.

Section 1.07. Earnings.     No part of the net earnings of the Organization shall inure to the benefit of, or be distributable to, any of its members, trustees, officers or other private persons, except that the Organization shall be authorized to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the exempt purposes.

Section 1.08. Equality Statement.     Big Easy Pedicab Association does not discriminate on the basis of race, religion, creed, color, sex (including pregnancy and gender identity), national origin, ancestry, age, disability, physical handicap, mental handicap, medical condition, family medical history, genetic information, sexual orientation, parental status, marital status, political affiliation, military service, veteran status, or any other non-merit based factors.

ARTICLE II: BOARD OF TRUSTEES

Section 2.01. Selection.     Trustees shall first become and simultaneously serve as trustees of BIG EASY PEDICAB ASSOCIATION.

ARTICLE III: AUTHORITY AND DUTIES OF TRUSTEES

 

This article shall be governed by the corresponding article set forth in the Bylaws of BIG EASY PEDICAB ASSOCIATION.

 

ARTICLE IV: AUTHORITY AND DUTIES OF OFFICERS

 

This article shall be governed by the corresponding article set forth in the Bylaws of BIG EASY PEDICAB ASSOCIATION.

 

ARTICLE V: INDEMNIFICATION

 

This article shall be governed by the corresponding article set forth in the Bylaws of BIG EASY PEDICAB ASSOCIATION.

 

ARTICLE VI: ADVISORY BOARDS AND COMMITTEES

 

This article shall be governed by the corresponding article set forth in the Bylaws of BIG EASY PEDICAB ASSOCIATION.

ARTICLE VII: MEMBERS

 

Section 7.01. Classes.  The class of membership is “Foundation Member”. New classes of membership are currently undefined and shall be established by the Board of Trustees.

 

Section 7.02. Qualifications.  Qualification for Foundation Member is defined as any persons having a common philanthropic interest supporting local non-profit organizations, charitable and educational programs, and persons aligned with the philanthropic interests of the pedicab industry in New Orleans” (Article I, Section 1.02).

 

Section 7.03. Resignation.  Resignations of membership are effective upon receipt by the Secretary of the Board of Trustees of a written notification. Resignations may also be submitted with a given date of resignation.

 

Section 7.04.  Removal.  A member may be removed by majority vote of all members whenever in the members’ judgment the best interests of the Organization will be served thereby. Any such removal shall be without prejudice to the contract rights, if any, of the person so removed. If at such time a fair procedure is needed to provide a review committee, hearing, debate, and vote, the Board of Trustees shall create such a procedure.

Section 7.05. Dues.  Dues for Foundation Member is $20 for an indefinite term (amended 2014-09-01). Membership dues collected will be directed first towards Administrative Expenses and then the remaining “available funds” shall be directed towards Program and Fundraising Expenses of the organization. Additional or unique donations (i.e., funds collected not as “membership dues”), shall be deemed “available funds” directed first towards Program and or Fundraising Expenses. Changes to dues for existing classes of membership shall be made by the Board of Trustees. The establishment of dues for future classes of membership shall be established by the Board of Trustees. Dues, in whole or any potentially applicable pro rata thereof, are non-refundable. Membership support, both in the form of dues and involvement in the organization's activities, must be at a meaningful level.

Section 7.06.  Meetings.  The annual membership meeting is currently undefined and shall be established by the Board of Trustees. Foundation Members shall meet a minimum of once (1) per month online or in-person to discuss distribution of “available funds” raised and/or the coordination of philanthropic activities.

Section 7.07.  Benefits.  The benefits of Foundation Member consist of the right to propose, debate on, and vote on whether, how, when, how much, and to whom “available funds” (see Article VII, Section 7.05) are distributed and/or for whom philanthropic services are provided. Qualifying votes consist of “Yes”, “No”, or “Abstain”. Foundation Members may also choose to include a Donation Thermometer on their profile that uniquely raises funds for a local charity of their choice. Distributions from the Foundation-Member-Sponsored fund to the local charity, however, are limited to increments of $100 or 5% per year, whichever comes first. More active and ambitious members, with the approval of the Board of Trustees, may apply for an ongoing grant that supports the charitable project of the member. In this situation, the Foundation Member is expected to draft a formal and detailed application identifying the intended budget and measured social impact as well as a social impact report detailing the success of the project’s completion or ongoing status. (amended 2014-05-29) The Foundation Member may also solicit funds from the general public by accepting cash, check (made payable to "BEPA Foundation"), or even credit card donations through BEPA Foundation's PayAnywhere account. Local charities qualify based on the submission of a Determination Letter and verification through GuideStar. It is the responsibility of the Foundation Member to solicit such information from the charity. Foundation Member benefits may be suspended or revoked at any time by the Board of Trustees. (amended 2014-02-04)

Section 7.08.  Member Responsibilities.  Foundation Members are expected to make proposals, to participate fairly in debate, and to vote ethically. With regard to voting ethically, Foundation Members who may benefit privately from a distribution of “available funds” must (a) disclose the potential conflict of interest to Foundation Members before or during debate and (b) cast a vote of nothing but “Abstain” during the voting period. Whether via membership sales or other donations, each Foundation Member is required to solicit donations in excess of $20 (amended 2014-09-01) per year from the general public (in addition to the member’s own membership dues, see Article VII, Section 7.05). If making a proposal for a philanthropic activity, the proposing Foundation Member is required to lead or spearhead the activity if Foundation Members vote to approve the activity. Although not required, Foundation Members are expected to make a good faith effort to participate in all philanthropic activities that win a vote, even if the member voted in opposition to the activity. Foundation Member benefits may be suspended or revoked at any time by the Board of Trustees.

ARTICLE VIII: FINANCIAL ADMINISTRATION

 

This article shall be governed by the corresponding article set forth in the Bylaws of BIG EASY PEDICAB ASSOCIATION.

ARTICLE IX: BOOKS AND RECORDS

This article shall be governed by the corresponding article set forth in the Bylaws of BIG EASY PEDICAB ASSOCIATION.

ARTICLE X: AMENDMENT OF BYLAWS

This article shall be governed by the corresponding article set forth in the Bylaws of BIG EASY PEDICAB ASSOCIATION.