BYLAWS

PRCPTION Travel, Inc.

A Non-Profit 501c3 Corporation

EIN: 81-1497987

DLN: 26053474005346

TABLE OF CONTENTS

ARTICLE I. NAME

ARTICLE II. OFFICES

Section 1. Principal Office

Section 2. Other Offices

ARTICLE III. PURPOSES AND POWERS

Section 1. IRC Section 501(c)(3) Purposes

ARTICLE IV. MEMBERSHIP

ARTICLE V. DIRECTORS

Section 1. Number & Tenure

Section 2. Qualifications

Section 3. Powers & Duties

Section 4. Nomination & Election

Section 5. Compensation

Section 6. Resignation; Vacancies; Removal; Absences; Increases

Section 7. Nonliability of Directors

Section 8. Indemnification by Corporation of Directors & Officers

Section 9. Insurance for Corporate Agents

ARTICLE VI. MEETINGS OF THE BOARD

Section 1. Place of Meetings

Section 2. Annual Meetings

Section 3. Regular Meetings

Section 4. Special Meetings

Section 5. Notice of Meetings

Section 6. Waiver of Notice

Section 7. Quorum and Voting

Section 8. Majority Action as Board Action

Section 9. Conduct of Meetings

Section 10. Meetings

ARTICLE VII. OFFICERS

Section 1. Designation & Qualifications of Officers

Section 2. Election & Term of Office

Section 3. Resignation & Removal

Section 4. Vacancies

ARTICLE VIII. DUTIES OF OFFICERS

Section 1. President

Section 2. Vice-President(s)

Section 3. Secretary

Section 4. Treasurer

Section 5. Delegation of Duties

Section 6. Compensation

ARTICLE IX. COMMITTEES

Section 1. General

Section 2. Standing Committees

ARTICLE X. EXECUTIVE DIRECTOR

Section 1. General

ARTICLE XI. INDEMNIFICATION

ARTICLE XII. FISCAL MANAGEMENT

Section 1. Fiscal Year

Section 2. Books & Accounts

Section 3. Auditing & Reports

Section 4. Checks & Endorsement

Section 5. Execution of Instruments

Section 6. Fidelity Bonds

Section 7. Prohibition Against Loans

Section 8. Gifts

ARTICLE XIII. IRC 501(c)(3) TAX EXEMPTION PROVISIONS

Section 1. Limitations on Activities

Section 2. Prohibition Against Private Inurement

ARTICLE XIV. DISSOLUTION

Section 1. Procedure

Section 2. Distribution of Assets

ARTICLE XV. CORPORATE RECORDS, REPORTS, & SEAL

Section 1. Maintenance of Corporate Records

Section 2. Corporate Seal

Section 3. Directors’ Inspection Rights

Section 4. Right to Copy and Make Extracts

Section 5. Periodic Report

ARTICLE XVI. CONFLICT OF INTEREST & COMPENSATION APPROVAL POLICIES

Section 1. Purpose of Conflict of Interest Policy

Section 2. Definitions

Section 3. Conflict of Interest Avoidance Procedures

Section 4. Records of Board and Board Committee Proceedings

Section 5. Compensation Approval Policies

Section 6. Annual Statements

Section 7. Periodic Reviews

Section 8. Use of Outside Experts

ARTICLE XVII. AMENDMENT OF BYLAWS

Section 1. Amendment

ARTICLE XVIII. CONSTRUCTION AND TERMS

ARTICLE XIX. MISCELLANEOUS PROVISIONS

ADOPTION OF BYLAWS


ARTICLE I. NAME

The name of this organization shall be: PRCPTION Travel, Inc. (hereinafter referred to as "the Corporation").

ARTICLE II. OFFICES

Section 1. Principal Office

The principal office of the Corporation shall be located at [removed for web]. The Corporation may have other offices and places of business at such places within the State of California as shall be determined by the directors.

Section 2. Other Offices

The Corporation may also have offices at such other places, within its state and country of incorporation, where it is qualified to do business, as its business and activities may require, and as the Board of Directors may, from time to time, designate.

ARTICLE III. PURPOSES AND POWERS

Section 1. IRC Section 501(c)(3) Purposes

The Corporation is organized exclusively for one or more of the 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).

The specific purpose and objectives of the Corporation shall include, but not be limited to, the following:

  1. Create positivity media.
  2. Initiate community-building efforts.
  3. Offer access to information and opportunities.
  4. Promote the education of creativity, technology, and health.
  5. Host events and retreats intended to advocate any or all of the above.

ARTICLE IV. MEMBERSHIP

The Corporation shall have no members and the Corporation shall have no capital stock.

ARTICLE V. DIRECTORS

Section 1. Number & Tenure

The business affairs, activities, and property of the Corporation shall be managed, directed, governed, and controlled, and the powers of the Corporation shall be vested in and exercised by a Board of Directors composed of not less than three (3) nor more than twenty (20) members. The Board of Directors may change the number of directors from time to time by amending these Bylaws but no decrease in the number of Directors shall have the effect of shortening the term of any incumbent Director. A Director shall hold office for a term of one (1) year, or until he or she dies, resigns or is removed by a majority vote of the Directors under Section 2.10 of this Article.

Section 2. Qualifications

All directors shall be natural persons of the age of eighteen (18) years or older. Directors do not need to be residents of the State of California. A director must demonstrate an interest in the purposes and activities of the Corporation and must be interested in donating his or her time, advice, skill, energy, and support in furtherance of the Corporation and its purposes and activities.

Section 3. Powers & Duties

Subject to the provisions of the laws of this state and any limitations in the articles of incorporation and these bylaws relating to action required or permitted to be taken or approved by the members, if any, of the Corporation, the activities and affairs of the Corporation shall be conducted and all corporate powers shall be exercised by or under the direction of the Board of Directors.

The Board of Directors shall have all the powers and duties necessary, appropriate, or convenient for the administration of the affairs of the

Corporation and for the management and operation of the Corporation's property and activities, and may do and perform all acts and things as are not prohibited by law, the Articles of Incorporation, or these Bylaws. These duties and power of the Corporation shall include, but not be limited to:

  1. Perform any and all duties imposed on them collectively or individually by law, by the articles of Incorporation, or by these bylaws;
  2. Appoint and remove, employ and discharge, and, except as otherwise provided in these bylaws, prescribe the duties and fix the compensation, if any, of all officers, agents, and employees of the corporation;
  3. Supervise all officers, agents, and employees of the Corporation to assure that their duties are performed properly;
  4. Meet at such times and places as required by these bylaws;
  5. Ensuring adequate resources for operation of the Corporation; helping to identify, cultivate, solicit and acknowledge donors.
  6. Establishing and supervising adequate accounting and financial procedures;
  7. Promoting the goals and purposes of the Corporation and evaluating the Corporation against such goals and purposes; and
  8. Employing on behalf of the Corporation an executive director and defining the duties and responsibilities of the Executive Director in a written job description.

Section 4. Nomination & Election

At the annual Board of Directors meeting, individuals presented by the nominating committee shall be deemed nominated to serve on the Board of Directors. In addition to those individuals presented by the Nominating Committee, individuals may be nominated to serve on the Board of Directors in any number by any member of the existing Board of Directors at any time. Existing members of the Board may continue to serve on the Board of Directors if nominated and elected, subject to a six-year limitation. Directors shall be elected from the persons nominated upon the affirmative vote of a majority of the members of the entire Board. The term of office of any newly elected director shall commence immediately upon adjournment of the meeting of Board of Directors at which he or she was elected.

Section 5. Compensation

Directors shall serve without compensation except that they shall be allowed reasonable advancement or reimbursement of expenses incurred in the performance of their duties. Nothing herein shall preclude any director from serving the Corporation in any other capacity and receiving compensation therefor. Any payments to directors shall be approved in advance in accordance with this corporation’s conflict of interest policy, as set forth in Article XVI of these bylaws.

Section 6. Resignation; Vacancies; Removal; Absences; Increases

Resignation. Any director may resign at any time by giving written notice to the President of the Board of Directors, who shall announce the resignation to the full Board of Directors at the next regular meeting of the Board of Directors. Such resignation shall take effect at the time specified therein; and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

Vacancies. Any vacancy occurring on the Board of Directors by reason of resignation, removal, death, or otherwise shall be filled by the affirmative vote of a majority of the remaining members of the Board of Directors, even if less than a quorum. A director elected to fill a vacancy shall be elected for the unexpired term of his or her predecessor in office. The term of office of a director elected to fill a vacancy shall commence upon election.

Removal of Elected Directors. When the notice indicates that the purpose of a meeting is to consider the removal of directors, at a meeting of the Board of Directors of the Corporation, any Director may be removed from office without assignment of cause by the vote of at least two-thirds of the entire Board of Directors.

Absences. If a Director misses three (3) consecutive meetings without excuse, such absences shall be deemed to constitute such individual's tender of his or her resignation from the Board of Directors; provided, however, the Executive Committee shall have the authority to accept or reject such resignation.

Increase in Directors. The Board of Directors may vote to increase the number of members on the Board of Directors as provided in Article V, Section I of these Bylaws. Any directorship to be filled by reason of an increase in the number of directors shall be filled by vote of the Board of Directors. Any such director elected shall hold office from the date of election until the next annual directors meeting and until his successor has been duly elected and qualified.

Section 7. Nonliability of Directors

The directors shall not be personally liable for the debts, liabilities, or other obligations of the Corporation.

Section 8. Indemnification by Corporation of Directors & Officers

The directors and officers of the Corporation shall be indemnified by the Corporation to the fullest extent permissible under the laws of this state.

Section 9. Insurance for Corporate Agents

Except as may be otherwise provided under provisions of law, the board of directors may adopt a resolution authorizing the purchase and maintenance of insurance on behalf of any agent of the Corporation (including a director, officer, employee, or other agent of the Corporation) against liabilities asserted against or incurred by the agent in such capacity or arising out of the agent’s status as such, whether or not the Corporation would have the power to indemnify the agent against such liability under the Articles of Incorporation, these Bylaws, or provisions of law.

ARTICLE VI. MEETINGS OF THE BOARD

Section 1. Place of Meetings

The annual, regular, or special meetings of the Board of Directors or any committee designated by the Board shall be held at the principal office of the Corporation or at any other place approved by the Board of Directors or any such committee, as the case may be, may designate from time to time.

Section 2. Annual Meetings

The annual meeting of the Board of Directors shall be held during the second Monday in March of each year unless the Directors by resolution designate a different time.

Section 3. Regular Meetings

In addition to the annual meeting, regular meetings of the Board of Directors or any committee designated by the Board shall be held at least six (6) times annually and at such more frequent intervals as the Board of Directors or any such committee, as the case may be, may designate.

Section 4. Special Meetings

Special meetings of the Board of Directors or any committee designated by the Board may be called at any time by the President of the Board of Directors, and shall be called by the President upon receipt of the written request of two (2) of the directors. In addition, the chairperson of any committee designated by the Board or the President may call a special meeting of such committee and a special meeting shall be called by the chairperson of such committee upon receipt of the written request of two of the members of such committees.

Section 5. Notice of Meetings

Notice of meetings may be given either personally, personally by telephone, by sending a copy of the notice through the United States mail or by facsimile or other electronically transmitted messaging, to the address of each director appearing on the books of the Corporation. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail so addressed, with postage prepaid thereon. If notice is given by mail, the individual calling the meeting shall also attempt to contact the Board members by phone to inform them of the meeting. The business to be transacted at or the purpose of, any annual, regular, or special meeting of the Board of Directors or any committee shall be specified in the notice of such meeting.

  1. Notice of each annual meeting of the Board of Directors, setting forth the time and place of the meeting, shall be given to each director not less than ten (10) days prior to the time fixed for the meeting.
  2. Notice of the regular meetings of the Board of Directors or any committee designated by the Board need not be given.
  3. Notice of each special meeting of the Board of Directors or any such committee, setting forth the time and the place of the meeting, shall be given to each director not less than forty-eight (48) hours prior to the time fixed for the meeting.

Section 6. Waiver of Notice

A director may, in writing, waive notice of any meeting of the Board of Directors or any committee, either before, at, or after the meeting; and such waiver shall be deemed the equivalent of giving notice. Attendance of a director at a meeting of the Board or any committee shall constitute waiver of notice of that meeting unless he or she attends for the express purpose of objecting to the transaction of business because the meeting has not been lawfully called or convened.

Section 7. Quorum and Voting

A quorum shall consist of three (3) of the members of the Board of Directors. Except as otherwise provided under the Articles of Incorporation, these Bylaws, or provisions of law, no business shall be considered by the Board at any meeting at which the required quorum is not present, and the only motion which the Chair shall entertain at such meeting is a motion to adjourn; provided, however, that in the event of a vacancy on the Board of Directors or any such committee by reason of resignation, removal, death or otherwise, pending the appointment of a replacement director, a majority of directors then serving on the Board of Directors or any such committee shall constitute a quorum.

Section 8. Majority Action as Board Action

Every act or decision done or made by a majority of the directors present at a meeting duly held at which a quorum is present is the act of the Board of Directors, unless the Articles or Incorporation, these Bylaws, or provisions of law require a greater or lesser percentage or different voting rules for approval of a matter by the board.

Section 9. Conduct of Meetings

Meetings of the Board of Directors shall be presided over by the President of the Board, or if no such person has been so designated or, in his or her absence, by the Vice President of the Board or, in the absence of each of these persons, a Chairperson chosen by a majority of the directors present at the meeting. The Secretary of the Corporation shall act as secretary of all meetings of the Board, provided that, in his or her absence, the presiding officer shall appoint another person to act as Secretary of the Meeting.

Section 10. Meetings

Members of the Board of Directors or any committee designated by the Board may participate in any annual, regular or special meeting of the Board or committee by means of a conference telephone or similar communications equipment by which all persons participating in the meeting can hear each other at the same time. Such participation shall constitute presence in person at the meeting.

ARTICLE VII. OFFICERS

Section 1. Designation & Qualifications of Officers

The officers of the Corporation shall consist of a President, Vice President, Secretary and a Treasurer or a Secretary/Treasurer. In addition, one or more Vice-Presidents and such other officers, assistant officers, assistant secretaries, assistant treasurers, and other such agents and employees that the Board of Directors may from time to time deem necessary may be elected or appointed by the Board of Directors in any manner prescribed by the Board consistent with these Bylaws. Two or more offices may be held by the same person except that one person shall not at the same time hold the offices of President and Secretary. Any person may serve as officer of the Corporation.

Section 2. Election & Term of Office

The officers of the Corporation shall be elected for a term of one (1) year by the Board of Directors at the annual meeting of the Board of Directors. Officers shall hold office until their successors are chosen and have qualified unless they are sooner removed from office as provided in these Bylaws. Officers may serve for any number of successive terms.

Section 3. Resignation & Removal

Any officer of the Corporation may resign at any time by giving written notice to the Board of Directors of the Corporation. Such resignation shall take effect at the time specified therein; and unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective. Any officer or agent of the Corporation may be removed from office without assignment of cause by

the vote of at least two-thirds of the entire Board of Directors whenever in its judgment the best interests of the Corporation may be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed. Election or appointment of an officer or ail agent shall not of itself create contract rights.

Section 4. Vacancies

When a vacancy occurs in one of the offices of the Corporation by reason of death, resignation or otherwise, it shall be filled by the vote of a majority of the entire Board. The officer so selected shall hold office for the remaining term of office.

ARTICLE VIII. DUTIES OF OFFICERS

Section 1. President

The President shall be the chief officer of the Corporation and shall have general supervision of the business activities of the Corporation. At each annual meeting of the Board of Directors, the President shall give a report of the business and activities of the Corporation for the preceding fiscal year. Unless another person is specifically appointed as Chairperson of the Board of Directors, the President shall preside at all meetings of the Board of Directors. The President shall perform all the duties commonly incident to such office and such other duties as the Board shall designate.

Section 2. Vice-President(s)

Each Vice-President shall have such powers and perform such duties as the Board of Directors may from time to time prescribe or as the President may from time to time delegate to him or her. At the request of the President, and in the case of his or her absence or inability to act, any Vice President may temporarily act in his or her place. In the case of the death of the President, or in the case of his or her absence or inability to act, a Vice-President or Vice-Presidents shall act temporarily in his or her place. The Board of Directors, by the vote of a majority of the entire Board, may designate a Vice-President or Vice-Presidents to perform the duties of the President. If no such designation shall be made, all the Vice-Presidents may exercise such powers and perform such duties.

Section 3. Secretary

The Secretary shall:

  1. keep the minutes of meetings of the Board in one (1) or more books provided for that purpose;
  2. see that all notices are duly given in accordance with the provisions of these Bylaws or as required by law;
  3. be custodian of the corporate records;
  4. keep registers of the post office address of each Director;
  5. sign with the President, or other officer authorized by the President or the Board, deeds, mortgages, bonds, contracts, or other instruments, except when the signing and execution thereof have been expressly delegated by the Board or by these Bylaws to some other officer or agent of the Corporation;
  6. prepare and submit an annual report as required by the District of Columbia Nonprofit Corporation Act; and
  7. in general perform all duties incident to the office of Secretary and such other duties as from time to time may be assigned to him/her by the President or by the Board. In the absence of the Secretary, an Assistant Secretary may perform his/her duties.

Section 4. Treasurer

The Treasurer shall:

  1. have custody of corporate funds and securities;
  2. keep full and accurate accounts of receipts and disbursements and shall deposit all corporate monies and other valuable effects in the name and to the credit of the Corporation in the depository or depositories of the Corporation;
  3. shall render an account of his or her transactions as Treasurer and of the financial condition of the Corporation to any Director of the Corporation, or to his or her agent or attorney, on request therefor;
  4. prepare, or cause to be prepared, and certify, or cause to be certified, the financial statements to be included in any required reports.

Such power given to the Treasurer to deposit and disburse funds shall not, however, preclude any other officer or employee of the Corporation from also depositing and disbursing funds when authorized to do so by the Board of Directors. The Treasurer shall have such other powers and perform such other duties as may be prescribed by the Board of Directors or the President.

In the absence of the Treasurer or in the case of his or her inability to act, the Assistant Treasurers, if any, shall act with the same authority and shall be subject to the same restrictions as are applicable to the Treasurer.

Section 5. Delegation of Duties

Whenever an officer is absent, or whenever, for any reason, the Board of Directors may deem it desirable, the Board may delegate the powers and duties of an officer to any other officer or officers or to any director or directors.

Section 6. Compensation

The salaries of the officers, if any, shall be fixed from time to time by resolution of the Board of Directors. In all cases, any salaries received by officers of the Corporation shall be reasonable and given in return for services actually rendered to or for the Corporation. All officer salaries shall be approved in advance in accordance with this Corporation’s conflict of interest policy, as set forth in Article XVI of these Bylaws.

ARTICLE IX. COMMITTEES

Section 1. General

The Board of Directors, by a majority vote of the entire Board, may designate and appoint one (1) or more committees of the Board of Directors, each of which shall consist of two (2) or more directors. Such committees, to the extent provided in the motion approved by the Board, the Articles of Incorporation, or these Bylaws, shall have all the authority of the Board of Directors, except that no such committee or any officer of the Corporation may amend the Articles of Incorporation; restate the Articles of Incorporation; adopt a plan of merger or adopt a plan of consolidation with another corporation, authorize sale, lease, exchange, or mortgage of all or substantially all of the property and assets of the Corporation; or amend, alter, or repeal any resolution of the Board of Directors. All decisions and actions of a committee shall be subject to review by the Board of Directors. The designation and appointment of any such committee and the delegation thereto of authority shall not operate to relieve the Board of Directors or any individual director of any responsibility imposed upon him or her by law. If any such delegation of authority of the Board of Directors is made as provided herein, all references to the Board of Directors contained in these Bylaws, the Articles of Incorporation, the Colorado Nonprofit Corporation Act, or any other applicable law or regulation relating to the authority so delegated, shall be deemed to refer to such committee.

Section 2. Standing Committees

The standing committees of the Board shall be appointed by the President within a reasonable time after the annual meeting of the Board and shall consist of the following:

  1. Executive Committees. The Executive Committee shall consist of the President, Co-Presidents, the immediate past President or Co-Presidents of the Board of Directors, Vice-president, Treasurer, and Secretary. By majority vote of the entire Board, the Board may appoint additional directors to the Executive Committee. The Executive Committee shall be chaired by the President or a Co-President. The Executive Committee shall meet to consider matters of a nature which cannot wait for action until the next meeting of the Board, and shall have power to act in regard to such matters. The Executive Committee may meet at any time to discuss the prospective agenda for the Annual meeting or regular or special meetings of the Board or to discuss and subsequently make recommendations on any matter to the entire Board, Notice of formal action taken by the Executive Committee shall be provided to all Board members at the next meeting of the Board.
  2. Other Committees. The Corporation shall have such other committees as may from time to time be designated by a majority vote of the entire Board of Directors. These committees may consist of persons who are not also members of the Board and shall act in an advisory capacity to the Board.

ARTICLE X. EXECUTIVE DIRECTOR

Section 1. General

The Board of Directors may employ an Executive Director who shall:

  1. Implement the policies and procedures of the Corporation as prescribed by the Board of Directors in a written job description.
  2. Be responsible for the operation of the Corporate office.
  3. Employ, supervise and terminate such other staff as is deemed necessary by the Board of Directors to carry on the business of the Corporation.
  4. Assign a staff person to committees as requested by the President.
  5. Provide Board of Directors with reports regarding current status of program and financial situations as requested, but not less frequently than quarterly.

ARTICLE XI. INDEMNIFICATION

The Corporation shall indemnify any director, officer, or former director or officer of the Corporation against all expenses actually and reasonably incurred by him or her in connection with the defense of any action, suit, or proceeding, civil or criminal, in which he or she is made a party by reason of being or having been a director or officer, except in relation to matters as to which he is adjudged in such action, suit or proceeding to be liable for negligence or misconduct in the performance of duty. Such indemnification shall not be exclusive of any other indemnification provided for in the Articles of Incorporation or any Bylaw, by resolution or otherwise. The Corporation shall be authorized to purchase insurance or other similar device for the purpose of such indemnification.

ARTICLE XII. FISCAL MANAGEMENT

Section 1. Fiscal Year

The fiscal year of the Corporation shall be such year as shall be adopted by the Board of Directors.

Section 2. Books & Accounts

The Corporation shall keep correct and complete books and records of accounts and shall keep minutes of the proceedings of the Board of Directors and any committee having any of the authority of the Board. All such books and records shall be kept at the principal office of the Corporation unless the Board of Directors, by resolution, determines otherwise, subject to any requirements of law. All books and records of the Corporation may be inspected by any director or his agent or attorney for any proper purpose at any reasonable time.

Section 3. Auditing & Reports

An annual report of the affairs of the Corporation for the previous fiscal year shall be submitted to the Board of Directors at each annual meeting, and filed with the secretary of the Corporation. The books and records of the Corporation shall be reviewed by an independent certified public accountant at the expense of the Corporation at such times as may be designated by the vote of a majority of the Board of Directors. The Board of Directors may also designate a committee of its members to audit the books and records of the Corporation at such times as it shall determine by a majority vote of its members.

Section 4. Checks & Endorsement

All checks and drafts upon the funds or credit of the Corporation in any of its depositories shall be signed by such officer(s) or agent(s) as shall from time to time be determined by resolution of the Board of Directors. All checks, notes, bills receivable, trade acceptances, drafts, and other evidences of indebtedness payable to the Corporation shall, for the purpose of deposit, discount or collection, be endorsed by such officer(s) or agent(s) of the Corporation or in such manner as shall from time to time be determined by resolution of the Board of Directors. The Board of Directors may provide for the use of facsimile signatures under specified conditions for any of the foregoing purposes.

Section 5. Execution of Instruments

The Executive Director shall have power to execute on behalf and in the name of the Corporation any deed, contract, bond, debenture, note or other obligations or evidences of indebtedness, or proxy, or other instrument requiring the signature of an officer of the Corporation, except where the signing and execution thereof shall be expressly delegated by the Board of Directors to some other officer or agent of the Corporation. Unless so authorized, no officer, agent or employee shall have any power or authority to bind the Corporation in any way, to pledge its credit or to render it liable pecuniarily for any purpose or amount.

Section 6. Fidelity Bonds

The Board of Directors may require that officers and employees of the Corporation having custody or control of corporate funds furnish adequate fidelity bonds. The premium on such bonds may be paid by the Corporation.

Section 7. Prohibition Against Loans

The Corporation shall not make loans to any officer or director of the Corporation.

Section 8. Gifts

The Board of Directors may accept on behalf of the Corporation any contribution, gift, bequest, or devise for the general purpose or of any special Purpose of the Corporation.

ARTICLE XIII. IRC 501(c)(3) TAX EXEMPTION PROVISIONS

Section 1. Limitations on Activities

No substantial part of the activities of this corporation shall be the carrying on of propaganda, or otherwise attempting to influence legislation [except as otherwise provided by Section 501 (h) of the Internal Revenue Code], and this Corporation shall not participate in, or intervene in (including the publishing or distribution of statements), any political campaign on behalf of, or in opposition to, any candidate for public office. Notwithstanding any other provisions of these Bylaws, the Corporation shall not carry on any activities not permitted to be carried on (a) by a corporation exempt from federal income tax under 501(c)(3) of the Internal Revenue Code, or (b) by a corporation, contributions to which are deductible under Section 170(c)(2) of the Internal Revenue Code.

Section 2. Prohibition Against Private Inurement

No part of the net earnings of this Corporation shall inure to the benefit of, or be distributable to its members, directors or trustees, officers, or other private persons, except that the Corporation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes of this corporation.

ARTICLE XIV. DISSOLUTION

Section 1. Procedure

The Corporation shall be dissolved according to the procedures outlined in the Colorado Nonprofit Corporation Act.

Section 2. Distribution of Assets

After the liabilities of the Corporation have been discharged or provided for, the Corporation's remaining assets shall be disposed of to facilitate one or more of the exempt purposes of the Corporation. Assets shall be distributed for one or more exempt purposes within the meaning of Section 501 (c)(3) of the Internal Revenue Code of 1986, as amended, or shall be distributed to the federal government, or a state or local government, for public purposes. Any such assets not disposed of shall be disposed of by a court of competent jurisdiction of the county in which the principal office of the Corporation is then located, exclusively for such purposes or to such organization or organizations which are organized and operated for such purposes.

ARTICLE XV. CORPORATE RECORDS, REPORTS, & SEAL

Section 1. Maintenance of Corporate Records

The Corporation shall keep, or cause to be kept, at its principal office:

  1. Minutes of all meetings of directors and committees of the board, indicating the time and place of holding such meetings, whether regular or special, how called, the notice given, and the names of those present and the proceedings thereof;
  2. Adequate and correct books and records of account, including accounts of its properties and business transactions and accounts of its assets, liabilities, receipts, disbursements, gains, and losses;
  3. A copy of the Corporation’s Articles of Incorporation and Bylaws as amended to date.

Section 2. Corporate Seal

The Board of Directors may adopt, use, and at will alter, a corporate seal. Such seal shall be kept at the principal office of the Corporation. Failure to affix the seal to corporate instruments, however, shall not affect the validity of any such instrument.

Section 3. Directors’ Inspection Rights

Every director shall have the absolute right at any reasonable time to inspect and copy all books, records, and documents of every kind and to inspect the physical properties of the Corporation, and shall have such other rights to inspect the books, records, and properties of this corporation as may be required under the Articles of Incorporation, other provisions of these Bylaws, and provisions of law.

Section 4. Right to Copy and Make Extracts

Any inspection under the provisions of this article may be made in person or by agent or attorney and the right to inspection shall include the right to copy and make extracts.

Section 5. Periodic Report

The Board of Directors shall cause any annual or periodic report required under law to be prepared and delivered to an office of this state, to be so prepared and delivered within the time limits set by law.

ARTICLE XVI. CONFLICT OF INTEREST & COMPENSATION APPROVAL POLICIES

Section 1. Purpose of Conflict of Interest Policy

The purpose of this conflict of interest policy is to protect this tax-exempt corporation’s interest when it is contemplating entering into a transaction or arrangement that might benefit the private interest of an officer or director of the Corporation or any “disqualified person” as defined in Section 4958(f)(1) of the Internal Revenue Code and as amplified by Section 53.4958-3 of the IRS Regulations and which might result in a possible “excess benefit transaction” as defined in Section 4958(c)(1)(A) of the Internal Revenue Code and as amplified by Section 53.4958 of the IRS Regulations. This policy is intended to supplement but not replace any applicable state and federal laws governing conflict of interest applicable to nonprofit and charitable organizations.

Section 2. Definitions

  1. Interested Person. Any director, principal officer, member of a committee with governing board delegated powers, or any other person who is a “disqualified person” as defined in Section 4958(f)(1) of the Internal Revenue Code and as amplified by Section 53.4958-3 of the IRS Regulations, who has a direct or indirect financial interest, as defined below, is an interested person.
  2. Financial Interest. A person has a financial interest if the person has, directly or indirectly, through business, investment, or family:
  1. An ownership or investment interest in any entity with which the Corporation has a transaction or arrangement,
  2. A compensation arrangement with the Corporation or with any entity or individual with which the Corporation has a transaction or arrangement, or
  3. A potential ownership or investment interest in, or compensation arrangement with, any entity or individual with which the Corporation is negotiating a transaction or arrangement.

Compensation includes direct and indirect remuneration as well as gifts or favors that are not unsubstantial.

A financial interest is not necessarily a conflict of interest. Under Section 3, Paragraph B, a person who has a financial interest may have a conflict of interest only if the appropriate governing board or committee decides that a conflict of interest exists.

Section 3. Conflict of Interest Avoidance Procedures

  1. Duty to Disclose. In connection with any actual or possible conflict of interest, an interested person must disclose the existence of the financial interest and be given the opportunity to disclose all material facts to the directors and members of committees with governing board delegated powers considering the proposed transaction or arrangement.
  2. Determining Whether a Conflict of Interest Exists. After disclosure of the financial interest and all material facts, and after any discussion with the interested person, he or she shall leave the governing board or committee meeting while the determination of a conflict of interest is discussed and voted upon. The remaining board or committee members shall decide if a conflict of interest exists.
  3. Procedures for Addressing the Conflict of Interest. An interested person may make a presentation at the governing board or committee meeting, but after the presentation, he or she shall leave the meeting during the discussion of, and the vote on, the transaction or arrangement involving the possible conflict of interest.

The chairperson of the governing board or committee shall, if appropriate, appoint a disinterested person or committee to investigate alternatives to the proposed transaction or arrangement.

After exercising due diligence, the governing board or committee shall determine whether the Corporation can obtain with reasonable efforts a more advantageous transaction or arrangement from a person or entity that would not give rise to a conflict of interest.

If a more advantageous transaction or arrangement is not reasonably possible under circumstances not producing a conflict of interest, the governing board or committee shall determine by a majority vote of the disinterested directors whether the transaction or arrangement is in the Corporation’s best interest, for its own benefit, and whether it is fair and reasonable. In conformity with the above determination, it shall make its decision as to whether to enter into the transaction or arrangement.

  1. Violations of the Conflicts of Interest Policy. If the governing board or committee has reasonable cause to believe a member has failed to disclose actual or possible conflicts of interest, it shall inform the member of the basis for such belief and afford the member an opportunity to explain the alleged failure to disclose.

If, after hearing the member’s response and after making further investigation as warranted by the circumstances, the governing board or committee determines the member has failed to disclose an actual or possible conflict of interest, it shall take appropriate disciplinary and corrective action.

Section 4. Records of Board and Board Committee Proceedings

The minutes of meetings of the governing board and all committees with board delegated powers shall contain:

  1. The names of the persons who disclosed or otherwise were found to have a financial interest in connection with an actual or possible conflict of interest, the nature of the financial interest, any action taken to determine whether a conflict of interest was present, and the governing board’s or committee’s decision as to whether a conflict of interest in fact existed.
  2. The names of the persons who were present for discussions and votes relating to the transaction or arrangement, the content of the discussion, including any alternatives to the proposed transaction or arrangement, and a record of any votes taken in connection with the proceedings.

Section 5. Compensation Approval Policies

A voting member of the governing board who receives compensation, directly or indirectly, from the Corporation for services is precluded from voting on matters pertaining to that member’s compensation.

A voting member of any committee whose jurisdiction includes compensation matters and who receives compensation, directly or indirectly, from the Corporation for services is precluded from voting on matters pertaining to that member’s compensation.

No voting member of the governing board or any committee whose jurisdiction includes compensation matters and who receives compensation, directly or indirectly, from the Corporation, either individually or collectively, is prohibited from providing information to any committee regarding compensation.

When approving compensation for directors, officers and employees, contractors, and any other compensation contract or arrangement, in addition to complying with the conflict of interest requirements and policies contained in the preceding and following sections of this article as well as the preceding paragraphs of this section of this article, the board or a duly constituted compensation committee of the board shall also comply with the following additional requirements and procedures:

  1. The terms of compensation shall be approved by the board or compensation committee prior to the first payment of compensation;
  2. All members of the board or compensation committee who approve compensation arrangements must not have a conflict of interest with respect to the compensation arrangement as specified in IRS Regulation Section 53.4958-6(c)(iii), which generally requires that each board member or committee member approving a compensation arrangement between this organization and a “disqualified person” (as defined in Section 4958(f)(1) of the Internal Revenue Code and as amplified by Section 53.4958-3 of the IRS Regulations):
  1. Is not the person who is the subject of the compensation arrangement, or a family member of such person;
  2. Is not in an employment relationship subject to the direction or control of the person who is the subject of the compensation arrangement;
  3. Does not receive compensation or other payments subject to approval by the person who is the subject of the compensation arrangement;
  4. Has no material financial interest affected by the compensation arrangement; and
  5. Does not approve a transaction providing economic benefits to the person who is the subject of the compensation arrangement, who in turn has approved or will approve a transaction providing benefits to the board or committee member.
  1. The board or compensation committee shall obtain and rely upon appropriate data as to comparability prior to approving the terms of compensation. Appropriate data may include the following:
  1. Compensation levels, paid by similarly situated organizations, both taxable and tax-exempt, for functionally comparable positions. “Similarly situated” organizations are those of a similar size, purpose, and with similar resources;
  2. The availability of similar services in the geographic area of this organization;
  3. Current compensation surveys compiled by independent firms;
  4. Actual written offers from similar institutions competing for the services of the person who is the subject of the compensation arrangement.

As allowed by IRS Regulation 4958-6, if this organization has average annual gross receipts (including contributions) for its three prior tax years of less than $1 million, the board or compensation committee will have obtained and relied upon appropriate data as to comparability if it obtains and relies upon data on compensation paid by three comparable organizations in the same or similar communities for similar services.

  1. The terms of compensation and the basis for approving them shall be recorded in written minutes of the meeting of the board or compensation committee that approved the compensation. Such documentation shall include:
  1. The terms of compensation arrangement and the date it was approved;
  2. The members of the board or compensation committee who were present during debate on the transaction, those who votes on it, and the votes cast by each board or committee member;
  3. The comparability data obtained and relied upon and how the data was obtained;
  4. If the board or compensation committee determines that reasonable compensation for a specific position in this organization or for providing services under any other compensation arrangement with this organization is higher or lower than the range of comparability data obtained, the board or committee shall record in the minutes of the meeting the basis for its determination;
  5. If the board or committee makes adjustments to comparability data due to geographic area or other specific conditions, these adjustments and the reasons for them shall be recorded in the minutes of the board or committee meeting;
  6. Any actions taken with respect to determining if a board or committee member had a conflict of interest with respect to the compensation arrangement, and if so, actions taken to make sure the member with the conflict of interest did not affect or participate in the approval of the transaction;
  7. The minutes of board or committee meetings at which compensation arrangements are approved must be prepared before the later of the date of the next board or committee meeting or 60 days after the final actions of the board or committee are taken with respect to the approval of the compensation arrangements. The minutes must be reviewed and approved by the board and committee as reasonable, accurate, and complete within a reasonable period thereafter, normally prior to or at the next board or committee meeting following final action on the arrangement by the board or committee.

Section 6. Annual Statements

Each director, principal officer, and a member of a committee with governing board delegated powers shall annually sign a statement which affirms such person:

  1. Has received a copy of the conflicts of interest policy;
  2. Has read and understands the policy;
  3. Has agreed to comply with the policy; and
  4. Understands the Corporation is charitable and in order to maintain its federal tax exemption it must engage in primarily in activities which accomplish one or more of its tax-exempt purposes.

Section 7. Periodic Reviews

To ensure the Corporation operates in a manner consistent with charitable purposes and does not engage in activities that could jeopardize its tax-exempt status, periodic reviews shall be conducted. The periodic reviews shall, at a minimum, include the following subjects:

  1. Whether compensation arrangements and benefits are reasonable, based on competent survey information, and the results of arm’s-length bargaining.
  2. Whether partnerships, joint ventures, and arrangements with management organizations conform to the Corporation’s written policies are properly recorded, reflect reasonable investment or payments for goods and services, further charitable purposes, and do not result in inurement, impermissible private benefit, or in an excess benefit transaction.

Section 8. Use of Outside Experts

When conducting the periodic reviews as provided for in Section 7, the Corporation may, but need not, use outside advisors. If outside experts are used, their use shall not relieve the governing board of its responsibility for ensuring periodic reviews are conducted.

ARTICLE XVII. AMENDMENT OF BYLAWS

Section 1. Amendment

Except as may otherwise be specified under provisions of law, these Bylaws, or any of them, may be altered, amended, or repealed and new Bylaws adopted by the vote of at least two-thirds of the entire Board of Directors.

ARTICLE XVIII. CONSTRUCTION AND TERMS

If there is any conflict between the provisions of these Bylaws and the Articles of Incorporation of this Corporation, the provisions of the Articles of Incorporation shall govern. Should any of the provisions or portions of these Bylaws be held unenforceable or invalid for any reason, the remaining provisions and portions of these Bylaws shall be unaffected by such holding. All references in these Bylaws to the Articles of Incorporation shall be to the Articles of Incorporation of this Corporation filed with the Secretary of this State and used to establish the legal existence of this Corporation. All references in these Bylaws to a section or sections of the Internal Revenue Code shall -be to such sections of the Internal Revenue Code of 1986 as amended from time to time, or to corresponding provisions of any future federal tax code.

ARTICLE XIX. MISCELLANEOUS PROVISIONS

The headings throughout these Bylaws are for convenience and reference only and shall in no way be deemed to define, limit or add to the meaning of any provision hereof.

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