ARTICLE I – NAME and OFFICES
Section 1: The name of the organization shall be Virtual Activism.
Section 2: The Organization shall have a seal, which shall be in the following form:
[seal form]
Section 3: The principle office of the organization shall be located in the County of Providence, Rhode Island, and the address shall be:
[address amended]
Section 4: The designation of the county or state of the corporation’s principle office may be changed by amendment to these Bylaws. The Board of Directors may change the principal office from one location to another within the named county by noting the changed address and effective date, and any such changes of address shall not be deemed, nor require, an amendment of these Bylaws.
Section 5: The organization may also have offices at such other places, within or without its state of incorporation, where it is qualified to conduct its work, as its activities may require, and as the board of directors may, from time to time, designate.
ARTICLE II: PURPOSES
Section 1: IRC Section 501(c ) (3) Purposes: Virtual Activism is organized exclusively for charitable, scientific, and educational purposes, as specified in 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.
Section 2: The following are the purposes for which this organization has been organized: Virtual Activism’s mission is to strengthen national and international non-governmental organizations using the following methods: research, technology-training, access to technology, and web design services.
ARTICLE III – MEMBERSHIP
– Membership shall consist only of the members of the board of directors.
– The Board may decide to name honorary members and advisory members as needed, and they shall have no voting rights or responsibilities of ordinary board members.
ARTICLE IV – ANNUAL MEETING
Section 1: Annual Meeting. The date of the regular annual meeting shall be set by the Board of Directors who shall also set the time and place.
Section 2: Regular meetings. Regular meetings of this organization shall be held at a location set by the Board of Directors prior to the meeting.
Section 3: Special Meetings. Special meetings may be called by the Chair or the Executive Committee.
Section 4: Notice. Notice of each meeting shall be given to each voting member, by mail, not less than ten days before the meeting.
ARTICLE V – BOARD OF DIRECTORS
The organization shall have 4 directors and collectively they shall be known as the Board of Directors. The business of this organization shall be managed by this Board of Directors, together with the officers of this organization. The Board of Directors shall only act in the name of the organization when it shall be regularly convened by its chairman after due notice to all the directors of such meeting.
Section 1: Board Role, Size, Compensation.
Role: 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 this corporation, the activities and affairs of this organization shall be conducted and all corporate powers shall be exercised by or under the direction of the Board of Directors. The Board shall be responsible for overall policy and direction of the organization, and delegates responsibility for day-to-day operations to the Executive Director and committees.
Size: The Board shall have up to 11 and not fewer than 4 members.
Compensation: The Board receives no compensation other than reasonable expenses.
Section 2: Meetings. The Board shall meet at least annually, at an agreed upon time and place. The Board of Directors may make such rules and regulations covering its meetings as it may in its discretion determine necessary. A meeting must be attended by at least 60 percent of the Board members before business can be transacted or motions made or passed. Attendance for this purpose may include telephone conferencing or computer or video conferencing
Section 3: Board Elections. Election of new directors or election of current directors to a second term will occur as the first item of business at the annual meeting of the organization. Directors will be elected by a majority vote of the current directors. Vacancies in the Board of Directors shall be filled by a vote of the majority of the remaining members of the Board of Directors for the balance of the year.
Section 4: Term of Office. All Board members shall serve four-year terms, and are eligible for re-election.
Section 5: Notice of Meetings. An official Board meeting requires that each Board member have written notice ten days in advance.
Section 6: Non-liability of Directors: The directors shall not be personally liable for the debts, liabilities, or other obligations of the corporation.
ARTICLE VI: OFFICERS
Section 1: Number and names of Officers. Officers shall, by virtue of their office, be members of the Board of Directors. There shall be four officers of the Board consisting of a President, Vice President, Secretary, and Treasurer. The initial officers of the organization shall be as follows:
– President: Marlyn Tadros
– Vice President: Peter Rosenblum
– Secretary: Denis Sullivan
– Treasurer: xxx
Section 2. Officers’ Duties. The duties of the officers shall be as follows:
The President: The President shall convene regularly scheduled Board meetings, shall preside or arrange for other members of the executive committee to preside at each meeting in the following order: Vice-Chair, Secretary and Treasurer.
– He/she shall, by virtue of his/her office, be Chairman of the Board of
– Directors.
– He/she shall present at each annual meeting of the organization an annual report of the work of the organization.
– He/she shall appoint all committees, temporary or permanent.
– He/she shall see all books, reports and certificates required by law are
– properly kept or filed.
– He/she shall be one of the officers who may sign the checks or drafts of the organization, subject to any conditions for validity in these bylaws.
– He/she shall have such powers as may be reasonably construed as belonging to the chief executive of any organization.
– He/she shall be the official custodian of the seal of this organization.
The Vice President. The Vice President will chair committees on special subjects as designated by the board. The Vice President shall in the event of the absence or inability of the President to exercise his office become acting president of the organization with all the rights, privileges and powers as if he had been the duly elected president.
The Secretary. The Secretary shall be responsible for keeping records of Board actions, including overseeing the taking of minutes at all board meetings, sending out meeting announcements, distributing copies of minutes and the agenda to each Board Member, and assuring that corporate records are maintained. He/she shall:
– Keep the minutes and records of the organization in appropriate books.
– It shall be his duty to file any certificate required by any statute, federal or state.
– Give and serve all notices to members of this organization.
– Be the official custodian of the records of this organization.
– Submit to the Board of Directors any communications which shall be addressed to him as Secretary of the organization.
– Attend to all correspondence of the organization and shall exercise all duties incident to the office of Secretary.
The Treasurer. The Treasurer shall make a report at each Board meeting. The Treasurer:
– Shall have the care and custody of all monies belonging to the organization and shall be generally responsible for such monies or securities of the organization.
– Must be one of the officers who shall be authorized to sign checks and otherwise expend funds or engage debt on behalf of the organization.
– Shall render at stated periods as the Board of Directors shall determine a written account of the finances of the organization and such report shall be physically affixed to the minutes of the Board of Directors of such meeting.
– Shall exercise all duties incident to the office of Treasurer such as chairing the finance committee, assisting in the preparation of the budget, help develop fundraising plans, and make financial information available to Board members and the public.
Section 3: Vacancies. When a vacancy on the Board exists, nominations for new members may be received from present Board members by the Secretary two weeks in advance of a Board meeting. These nominations shall be send out to Board members with the regular Board meeting announcement, to be voted upon at the next Board meeting. These vacancies will be filled only to the end of the particular Board member’s term.
Section 4: Resignation, Termination and Absences.Resignation from the Board must be in writing and received by the Secretary. A Board member may be dropped for excess absences from the Board if s/he has three unexcused absences from Board meetings in a year. A Board member may be removed for other reasons by a three-fourths vote of the remaining directors.
Section 5: Special Meetings. Special meetings of the Board shall be called upon the request of the President or one-third of the Board. Notices of special meetings shall be send out by the Secretary to each Board member postmarked two weeks in advance.
Section 6: No officer shall, for reason of his/her office, be entitled to receive any salary or compensation, but nothing herein shall be construed to prevent an officer or director from receiving any compensation from the organization for duties other than
as a director or officer. Compensation received by officers of this corporation shall be reasonable and given in return for services actually rendered to or for the corporation.
ARTICLE VII – COMMITTEES
Section 1: All committees of this organization shall be appointed by the President of the Board of Directors, and their term of
office shall be for a period of one year or less if sooner terminated by the action of the Board of Directors.
Section 2: The Board may create committees as needed.
Section 3: Permanent committees shall be the Finance Committee, chaired by the Treasurer, and the Executive Committee chaired by the President of the Board.
Section 4: The four officers serve as members of the Executive Committee. Except for the power to amend the Articles of Incorporation and Bylaws, the Executive Committee shall have all of the powers and authority of the Board of Directors in the intervals between meetings of the Board of Directors, subject to the direction and control of the Board of Directors.
Section 5: Finance Committee. The Treasurer is chair of the Finance Committee, which includes three other Board members. The Finance Committee is responsible for developing and reviewing fiscal procedures, a fundraising plan, and annual budget with staff and other Board members. The Board must approve the budget, and all expenditures must be within the budget. Any major change in the budget must be approved by the Board or the Executive Committee. The fiscal year shall be the calendar year. Annual reports are required to be submitted to the Board showing income, expenditures and pending income. The financial records of the organization are public information and shall be made available to the membership, Board members and the public.
ARTICLE VIII –DEPOSITS, AND FUNDS
Section 1: Deposits: All funds of the corporation shall be deposited from time to time to the credit of the corporation in such banks, trust companies, or other depositories as the Board of Directors may select.
Section 2: Check and notes: Except as otherwise specifically determined by resolution of the Board of Directors, or as otherwise required by law, checks and other evidence of indebtedness of the organization shall be signed by the Treasurer and countersigned by the Executive Director.
Expenses below $500 may be signed by the Executive Director at his/her discretion. Expenses of $501 to $10,000 must be signed by both the Executive Director and the Treasurer. Expenses of 10,001 and above must be signed by the Executive Director, Treasurer, and one other board member.
Section 3: Gifts: The Board of Directors may accept, on behalf of the organization, any contribution, gift, bequest, or devise for the nonprofit purposes of this organization.
ARTICLE VIX – IRC 501(c) (3) TAX EXEMPTION PROVISIONS
Section 1: Limitations on activities: no substantial part of the activities of this organization 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 organization shall not participate in, or intervene in, any political campaign on behalf of, or in opposition to, any candidate for public office.
Notwithstanding any other provisions of these Bylaws, this corporation shall not carry on any activities not permitted to be carried on (a) by an organization exempt from federal income tax under Section 501(c) (3) of the Internal Revenue Code, or (b) by a corporation, contributions to which are deductible under Section 17(c ) (2) of the Internal Revenue Code.
Section 2: Prohibition against Private Inurement: No part of the net earnings of this organization 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 this organization.
ARTICLE X- AMENDMENTS
These Bylaws may be altered, amended, repealed or added to by an affirmative vote of not less than two thirds (66%) of the Board of Directors. Proposed amendments must be submitted to the Secretary to be sent out with regular Board announcements.
These Bylaws were approved at a meeting of the Board of Directors of Virtual Activism, Incorporated, on July 27, 2001.
