A Wyoming non-profit Corporation
THESE Bylaws are made and entered into effective as of the 28th day of June, 2013 by and among, Big Horn Basin Climbing Organization Inc., a Wyoming non-profit corporation (the “Company”) and the persons executing these Bylaws (the “Agreement”) as initial Board of Directors of the Company.
1. Formation. The Company is a Wyoming non-profit corporation with perpetual duration, and is intended to qualify as a tax-exempt organization pursuant to section 501(c)(3) of the Internal Revenue Code (the “Code”).
2. Name. The name of the Company shall be the “Big Horn Basin Climbing Organization, Inc.”
3. Purposes. The corporation is organized:
- a) To foster, encourage, educate and promote rock climbing in the Big Horn Basin;
- b) To continue the development of and access to Big Horn Basin Climbing resources on public lands;
- d) To promote and protect the rights of rock climbers; and
- e) To gather and disseminate information regarding issues related to rock climbing in the Big Horn Basin, to the members and the general public.
4. Registered Office and Resident Agent. The Registered Office and Resident Agent of the Company shall be as designated in the initial Articles, unless later changed by majority vote of the Board of Directors.
5. Intention for Company. The Company is a nonprofit corporation, organized and operated as a tax-exempt organization under section 501(c)(3) of the Code.
- a) The corporation will distribute its income for each tax year at a time and in a manner as to not become subject to the tax on undistributed income imposed by section 4942 of the Internal Revenue Code, or the corresponding section of any future federal tax code.
- b) The corporation will not engage in any act of self-dealing as defined in section 4941(d) of the Internal Revenue Code, or the corresponding section of any future federal tax code.
- c) The corporation will not retain any excess business holdings as defined in section 4943 (c) of the Internal Revenue Code, or the corresponding section of any future federal tax code.
- d) The corporation will not make any investments in a manner as to subject it to tax under section 4944 of the Internal Revenue Code, or the corresponding section of any future federal tax code.
- e) The corporation will not make any taxable expenditures as defined in section 4945(d) of the Internal Revenue Code, or the corresponding section of any future federal tax code.
II. BOOKS, RECORDS AND ACCOUNTING
Books and Records. The Company shall maintain complete and accurate books and records of the Company’s business and affairs and such books and records shall be kept at the Company’s Registered Office.
III. BOARD OF DIRECTORS
1. The Board of Directors shall herein also be referred to as Members of the Board, Board Members or Board. The Board of Directors shall consist of not less than six (6) and no more than eight (8) Members. Each Director shall serve for a term of 3 years, to expire at the second annual meeting following the meeting at which the director was elected. Upon the conclusion of the term of any Director, reelected or new Directors shall be elected by majority vote of the Members. Such vote shall be taken at the annual meeting, and the term of the new or reelected Director shall begin immediately following the casting of such vote. In order to be elected to the Board of Directors the Member must be a resident of the State of Wyoming.
2. Initial Directors. The incorporators shall appoint six (6) Initial Directors with each to serve a three-year term. Following the initial term of each initial director, elections for that directors position shall occur as provided in Paragraph III(1), above. There is no limit on the number of terms that a Member may serve on the Board of Directors.
IV. MEETINGS OF DIRECTORS
1. Voting. Each Director shall have one vote in the management of the Company.
2. Required Vote. Except as otherwise provided in this Agreement, action shall be on the majority vote of the Directors. A majority of the Directors shall constitute a quorum for action at any meeting where such action is permitted upon majority vote of the Directors. The following actions shall occur only upon 2/3 majority vote of the Members.
- a. The dissolution of the Company;
- b. The merger of the Company;
- An amendment to the Articles of Organization;
- Any action that would jeopardize the Company’s qualification as a tax-exempt entity pursuant to section 501(c)(3) of the Code.
3. Meetings. An annual meeting of Board of Directors, shall be held on such date and at such time during the month of July as the Board shall determine. Special meetings of Directors for any proper purpose or purposes may be called at any time by any Director. The Company shall deliver or mail written notice stating the date, time, place, and purposes of any meeting to each Director entitled to vote at the meeting. Such notice shall be given not less than Three (3) and no more than Sixty (60) days before the date of the meeting. A Director may participate and vote at such meeting via phone conference call. The attendance of any Director in person or by telephone at any special meeting waives any objection to the notice of that meeting or the lack thereof. Notwithstanding the foregoing, the Board of Directors may also act without meetings through the action-without-meeting procedure described in the Wyoming Non-Profit Corporation Act, whereby all members of the Board of Directors, individually or collectively consent in writing, email or fax to the proposed action. The written consent(s) shall be filed with the minutes of the proceedings of the Board stating that the named individuals waive notice of the special meeting.
Positions. The Officers of the Board of Directors shall be a President, Vice-President, Secretary, Treasurer and Publicist. In addition, there may be other subordinate officers as the Board of Directors may deem necessary.
Election and Term of Office. The officers shall be elected annually by the Board Members at the annual meeting. All officers are Board Members. Each officer shall serve a one (1) year term and may be re-elected for consecutive terms.
Vacancies. A vacancy in an office from any cause may be filled by the Board of Directors by the affirmative vote of a majority of the Directors.
Resignation. Any Officer of the Company may resign from his or her post as an Officer at any time by giving written notice of his or her resignation to the Company and may remain on the Board.
- a) The President shall preside at all meetings of the Board of Directors. He or she shall sign or countersign all contracts or other instruments of the Company as authorized by the Board of Directors and shall perform such pother duties as are incident to his or her office or are properly required of him or her by the Board of Directors. Other designated officers may sign or countersign other instruments in the absence of the President.
- b) The Vice-President shall exercise the functions of the President during the absence or disability of the President of the Board. The Vice-President shall assist the President in the duties of that office as needed. He or she may have such other duties as assigned as needed by the Board of Directors.
- c) The Secretary shall be responsible for keeping record of Board actions, including overseeing the taking of minutes at all board meetings and insuring that corporate records are maintained. He or she may have such other duties as assigned as needed by the Board of Directors.
- d) The Treasurer shall receive all money due and payable to the Company and shall give a receipt and deposit such money in the name of the Company in such banks or depositories as the Board of Directors shall elect. The treasurer shall keep an account book containing the financial records of the Company and shall make a complete report to the Board of Directors upon request. The Treasurer shall submit to the IRS all forms required of a non-profit such as the Company.
- e) The Publicist is responsible for publications and media releases from the Company. The Publicist is responsible for notifying participating and supporting members of events and or other items of interest to said membership. The Publicist shall keep a file of all published materials completed by/for the Company.
- f) Other subordinate officers appointed by the Board of Directors shall exercise such powers and perform such duties as maybe designated to them by the resolutions appointing them or by subsequent resolutions adopted from time to time.
- g) In the case of the absence of disability of any officer of the Company and of any person hereby authorized to act in his or her place during such period of disability, the Board of Directors may from time to time delegate the powers and duties of such officer to any other officer or Board member selected.
- h) Salaries. The Officers of the Board of Directors shall serve without any salary or other compensation.
- i) Liability. No Officer shall be personally liable for any debts, obligation or liability of the Company.
VI. EXCULPATION OF LIABILITY: INDEMNIFICATION
1. Exculpation of Liability. Unless otherwise provide by law or expressly assumed, a Director and/or Officer shall not be liable for the acts, debts or liabilities of the Company.
2. Indemnification. The Company shall indemnify Directors and Officers of the Company to the full extent allowed by law in the successful defense of any proceeding in which such the Director and/or Officer is included as a result of his or her position with the company.
1. Classes of Members. The organization shall have the following members: Participating and Supporting.
- a. Participating members shall include individuals who participate by acting as a member of the Board of Directors. The Participating Members shall exercise all the power and duties as set forth in the Wyoming Non-Profit Corporation Act. A Participating member must be a resident of the State of Wyoming.
- b. Supporting members shall include other non-profit organizations, associations, institutions, individuals and other who do not qualify as a participating member, but which contribute financially to the support of the corporation.
2. Voting Rights. The Participating Members and only Participating Members shall be entitled to one (1) vote on each matter submitted that requires voting. Voting can take place by those present at the meeting and by proxy via writing, email or phone by those absent from a meeting.
3. Membership Dues. The Board of Directors shall set the amount of annual dues from time to time.
4. Loss of Membership. Membership shall expire, subject to renewal at the conclusion of the calendar year for which dues was paid.
Committees. The Board of Directors shall have the authority to establish such committees as it deems practical as matters arise. Each such committee shall include at least one member of the Board of Directors, who shall be responsible for reporting committee activity to the Board. Supporting members may serve on any committee when invited to join by that particular committee. The various committees may recruit and organize their own volunteers as the need arises.
IX. DISSOLUTION AND WINDING UP
1. Dissolution. The Company shall dissolve and its affairs shall be wound up on the first to occur of the any event requiring dissolution under the Act or the Code, or upon unanimous vote of the Directors.
2. Winding Up. Upon dissolution, the Company shall cease carrying on its business and affairs and shall commence the winding up of the Company’s business and affairs and complete the winding up as soon as practicable in accordance with the provisions of the Act, the Code and the Articles of Organization
X. MISCELLANEOUS PROVISIONS
1. Article Headings. The Article headings and numbers contained in these Bylaws have been inserted only as a matted of convenience and for reference, and in no way shall be construed to define, limit, or describe the scope or intent of any provision of these Bylaws.
2. Severability. The invalidity or unenforceability of any particular provision of these Bylaws shall not effect the other provisions hereof, and these Bylaws shall be construed in all respects as if such invalid or unenforceable provisions were omitted. The invalidity or unenforceability of all or any provision of these Bylaws under any given set of circumstances shall not affect the validity of these Bylaws under any other set of circumstances.
3. Amendment. These Bylaws may be amended or revoked at any time by a written agreement unanimously adopted by all Directors. No change or modification to these Bylaws shall be valid unless in writing and signed by all Directors.
4. Notices. Any notice permitted or required under these Bylaws shall be conveyed to the party at the address reflected in the Company records and will be deemed to have been given, when deposited in the United States mail, postage paid, or when delivered in person, or by a national overnight courier or by facsimile transmission (the receipt of which is confirmed).
IN WITNESS WHEREOF, the parties hereto make and execute these Bylaws on the dates set below their names, to be effective on the date first above written.