Give and Live: Paperwork

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It's one long page with the Bylaws first and the Articles of Incorporation second....

The Bylaws of Give and Live _________________________________________________________

ARTICLE I – Name

The Name of the organization shall be Give and Live. It shall be a nonprofit organization incorporated under the laws of the State of Minnesota.

ARTICLE II – Purposes

The purpose of this corporation shall be for charitable, religious, scientific, literary or educational purposes, 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 provisions of any future United States Internal Revenue Law. The purposes of Give and Live are:

1) To help alleviate poverty by teaching the English language, providing appropriate learning materials and establishing suitable educational facilities in order to empower less fortunate peoples to help themselves.

2) To improve the lives of individuals, families or communities in developing countries by creating direct, symbiotic partnerships with sponsorship individuals or groups.

3) To assist in marketing indigenous products and help secure fair compensation for the makers of these products.

4) To give indigenous or displaced peoples the tools and knowledge necessary to obtain and sustain healthy, quality lives as vital, contributing world citizens.

ARTICLE III – Location

The principal office of Give and Live, at which the general business of the corporation will be transacted and where the record of the organization will be kept, shall be at such location in the metropolitan area of Minneapolis-St. Paul, State of Minnesota, as may be fixed from time to time by the Board of Directors of Give and Live.

ARTICLE IV – Board of Directors

Section 1 – Number and Qualifications: The membership of Give and Live shall consist of its Board of Directors. The Board of Directors shall be composed of not less than three (3) nor more than ten (10) members. They shall be individuals who possess applicable professional experience or who express concern for the general purposes of Give and Live.

Section 2 – Governing Powers: The Board of Directors shall have all the powers and duties necessary or appropriate for the overall direction of Give and Live. They may engage in such acts and do such things as are not prohibited by a law or these bylaws.

Section 3 –Election and Term of Office: Directors shall be elected at the annual meeting of the Board for a term of two years. Directors shall be allowed to stand for election for a maximum of five (5) consecutive two-year terms. The Directors shall hold office until their successors have been elected and qualified. Unless elected to fill a vacancy, the term of office of a Director shall commence on January 1 following the respective election by the Board.

Section 4 – Vacancies: Vacancies in the Board of Directors shall be filled by a vote of the majority of the remaining Directors at a regular scheduled or special meeting.

Section 5 – Removal of Directors: a) At any annual or duly called special meeting of the Board, any one or more of the Directors may be removed with or without cause by a vote of the majority of the entire voting delegates of record. A successive Director may then and there be elected to fill the vacancy thus created. Any Director whose removal has been proposed shall be given at least thirty (30) days notice of the intent to take such action and an opportunity to be heard at this meeting. b) After two unexcused absences, a Director will automatically be removed from the Board. Upon recommendation of the Executive Committee, such member may be reinstated.

Section 6 – Compensation: No compensation shall be paid to Directors for their services to Give and Live. Directors may be reimbursed for actual expenses incurred by them in the performance of special duties and reasonable expenses occurred on behalf of the corporation.

Section 7 – Annual Meetings: The last meeting of the year shall be the annual meeting of the Board of Directors. It shall be held for the purpose of electing the Board of Directors and officers and the consideration of any other business that may be properly brought before it. The time and place of this annual meeting of the Board shall be conveyed to each Director at least fourteen (14) days in advance of the meeting.

Section 8 – Regular Meetings: Regular meetings of the Board of Directors may be held at such time and place, including virtual meetings on the Internet, as shall be determined from time to time by the Chair or a majority of the Directors. The Board of Directors shall meet at least four (4) times each year, approximately quarterly.

Section 9 – Special Meetings: Special meetings of the Board of Directors may be called by the Chair of the Board upon at least five (5) days notice to each Director. This notice shall be given personally or by mail, telephone, fax or the Internet. The notice shall state the place, time and the purpose of the meeting. The Secretary of Give and Live in like manner and in like notice shall call a special meeting upon the written request of at least three (3) Directors.

Section 10 – Quorum: At all meeting of the Board of Directors, forty percent (40%) of the Directors of record shall constitute a quorum for the transaction of all authorized business. Where the computation results in a fractional number, it shall be rounded upward to the next whole number. The acts of the majority of the Directors present at a meeting at which a quorum exists shall be the acts of the Board of Directors, except where a larger number is required by law or these bylaws.

Section 11 – Proxies: No voting by proxy shall be permitted in the meetings of the Board of Directors of Give and Live.

Section 12: Robert’s Rules of Order will be the authority for all questions and procedures at any meetings of Give and Live.

Section 1 – Designation: Principal Officers of Give and Live shall be a Chair, a Vice-Chair, a Treasurer, and a Secretary. At the discretion of the Board of Directors, other Officers maybe elected with duties that the Board shall prescribe.

Section 2 – Election of Officers: The Officers shall be members of the Board and be elected annually by the Board of Directors at its annual meeting and, unless sooner removed by the Board the Officers shall serve for a term of one year, or until their successors are elected. A vacancy in any office may be filled by a majority vote of the Board for the unexpired portion of the term. The Board of Directors shall also have the authority to appoint such temporary or acting Officers as may be necessary during the temporary absence or disability of the regular officers.

Section 3 – Removal: the Board may remove with or without cause Any Officer by affirmative vote of a majority of all the Board members. The matter of removal may be acted upon at any meeting of the Board, provided that notice of intention to consider said removal has been give to each Board member and to the Office affected at least thirty (30) days previously.

Section 4 – Chair: The Chair shall be the chief executive officer of the corporation. Subject to the direction and control of the Board, the Chair shall see that the resolutions and directives of the Board are carried into effect, and, in general, shall discharge all duties incident to the office of Chair and as prescribed by the Board. The Chair shall preside at all meetings of the Board of Directors, the Executive Committee, and at all meetings of the membership, except in those instances in which the authority to execute is expressly delegated to another officer or agent of the corporation. The Chair may execute for the corporation all contracts, deeds, conveyances, mortgages, bonds and other instruments in writing that may be required or authorized by the Board of Directors. The Chair shall appoint members to stand committees, establish and appoint members to other committees. The Chair will be a voting ex-officio member of all Board committees except a Nominating Committee.

Section 5 – The Vice-Chair: The Vice-Chair shall act in the absence or disability of the Chair and perform such duties as may be assigned to him or her by the Chair.

Section 6 – Secretary: The Secretary shall be responsible for keeping the organization’s records. The Secretary shall keep (or cause to be kept) the minutes of all meetings of the Board of Directors and of the Executive Committee. The Secretary shall give or cause to be given all notices of the meetings of the Board of Directors and other notices required by law or by these bylaws. The Secretary shall be responsible for the keeping of all books, correspondence, committee minutes and papers relating to the business of Give and Live, except those of the Treasurer.

Section 7 – Treasurer: The Treasurer shall be responsible for the preparation of the proposed annual budget and shall keep (or cause to be kept) records belonging to Give and Live. The Treasurer will present a report of the finances to the Board of Directors at its respective annual meeting and will from time to time make such other reports o the Board of Directors as it may require.

Section 8: Any officer of Give and Live, in addition to powers conferred on him or her by these bylaws, will have such additional powers and perform such additional duties as may be prescribed from time to time by the Board of Directors.

ARTICLE VI – Committees

Section 1 – Authority: The Board of Directors may act by and through such committees as may be specified in resolutions adopted by a majority of the members of the Board of Directors. Each such committee shall have such duties and responsibilities as are granted to it from time to time by the Board of Directors. Each such committee shall at all times be subject to the control and direction of the Board of Directors. Committee members, other than members of the Executive Committee, need not be directors.

Section 2 – Executive Committee: The four officers (Chair, Vice-Chair, Treasurer, and Secretary) shall serve as the members of the Executive Committee. The Chair of the Board of Directors shall chair the Executive Committee. The designation of such Executive Committee and the delegation of authority granted to it shall not operate to relieve the Board of Directors of any responsibility imposed upon it. No individual shall continue to be a member of the Executive Committee after he or she ceases to be a Director of Give and Live. The Board of Directors shall have the power at any time to change the number of members of the Executive Committee to fill vacancies thereon, to change any member thereof, to change the functions of the Committee of to terminate the existence of it. The Executive Director shall be an ex-officio member of the Executive Committee.

Section 3 – Powers: During the intervals between meetings of the Board of Directors, and subject to any resolution of the Board of Directors, the Executive Committee shall have and may exercise all the authority of the Board of Directors in the management of Give and Live. The Executive Committee shall make a full report of all actions at the next meeting of the Board of Directors.

Section 4 – Meetings: Regular meetings of the Executive Committee may be held at such time and place as may be determined by the Executive Committee or the Board of Directors. Special meetings may be called by the Chair of the Executive Committee. When such special meetings are deemed to be necessary, members of the Executive Committee will be notified in person, by mail, by telephone or by the Internet at least seven (7) days in advance.

Section 5 – Quorum: The majority of the entire Executive Committee shall be necessary to constitute a quorum for the transaction of business. Acts of the majority of the members present at such meeting at which a quorum exists shall be the acts of the Executive Committee.

Section 6 – Other Committees: The Board of Directors may, by resolution passed by a majority of the Board as a whole, designate one or more other committees in addition to the Executive Committee. The Chair shall appoint all members of these committees and designate a Chair for each. The Chairs of the committees shall be members of the Board of Directors. Any committee so established shall have and may exercise such power as provided in the resolution which established the committee. Dissolution of any such committee shall be accomplished by a resolution of a majority of the Board as a whole.

Section 7 – Meetings: Meetings of the individual committees may be held at such time and place as may be determined by a majority of the committee, by the Chair, or by the Board of Directors. Notice of meeting shall be given to the committee’s members at least seven (7) days in advance of the meeting unless all members agree to a shorter notification. A majority of the committee’s membership shall constitute a quorum.

ARTICLE VII – Fiscal Management

Section 1 – Fiscal Year: The fiscal year of Give and Live shall begin on the first day of January in each year.

Section 2 – Books and Accounts: Books and accounts of the corporation shall be kept under the direction of the Treasurer of Give and Live.

Section 3 – Execution of Give and Live Documents: The Board of Directors may authorize any Officer or Officer’s agent or agents to enter into any contract or to execute and deliver any instrument in the name of and on behalf of Give and Live. Such authority may be general or confined to specific instances. These authorizations are in addition to those authorized by these bylaws.

Section 4 – Loans: No loans shall be contracted on behalf of Give and Live nor evidences of indebtedness shall be issued in its name unless authorized by resolution of the Board of Directors. Such authority shall be general or confined to specific instances.

Section 5 – Deposits: All funds of the corporation not otherwise employed shall be deposited from time to time to the credit of Give and Live in such bank or banks or other depositories as the Board of Directors may elect.

Section 6 – Conflict of Interest: The Board shall not enter into any contract or transaction with (a) one or more of its directors, (b) a director of a related organization, or (c) an organization in or of which a director of Give and Live is a director, officer or legal representative, or in some other way has a material financial interest unless:

3) The approval is by a majority of directors (not counting the interested director),

4) At a meeting where a quorum is present (not counting the interested director).

The interested director may be present for discussion to answer questions, but may not advocate for the action to be taken and must leave the room while a vote is taken. The minutes of all actions taken on such matters shall clearly reflect that these requirements have been met.

Section 7 – Checks, Drafts, Etc: All checks, drafts and other orders for payment of funds will be signed by such Officers or such other persons as the Board of Directors shall designate in its approved financial policies.

Section 8 – Indemnity: Give and Live shall indemnify and hold harmless any Director, Officer, or employee from any suit, damage, claim, judgment or liability arising out of, or asserted to arise out of conduct of such person in his or her capacity as a Director, Officer, or employee except in cases involving willful misconduct. Indemnification provided under this section shall comply with and follow the requirements as provided by statute. Give and Live shall have the power to purchase or procure insurance for such purposes.

Section 9 – Examination by Directors: Every director of Give and Live shall have a right to examine, in person or by agent or attorney, at any reasonable time or times, and at the place or places where usually kept, all books and records of Give and Live and make extracts or copies there from.

ARTICLE VIII – Executive Director

Section 1 – Designation: The Board of Directors shall select and employ an Executive Director.

Section 2 – Duties: The Executive Director shall be the chief operating officer of the corporation. As such, the chief executive officer shall be responsible for providing professional advice and assistance to the Board of Directors and shall administer the work delegated to the staff; shall hire and release staff members; and shall have such other powers to perform other duties as may be assigned by the Board of Directors. The Executive Director shall be an ex-officio member of the Board of Directors.

Section 3 – Other Staff: The Executive Director may hire and discharge such employed staff as may be necessary to support the organization. The employed staff shall report directly to and be accountable to the Executive Director or his or her designates.

Section 4 – Checks, Drafts, and Petty Cash Fund: The Executive Director may be authorized to provide one of the signatures on checks, drafts, or other orders of payment of funds for Give and Live. He or she may also be authorized to administer a Petty Cash Fund, the size of which will be designated by the Board of Directors.

ARTICLE IX – Miscellaneous

Section 1 – Amendments: Both the Board of Directors shall have the power to amend the Articles of Incorporation and these bylaws. Subject to restrictions imposed by statute, the Board may amend the articles and bylaws by adopting a resolution setting forth the amendment, providing written notice of the proposed amendments at least fourteen (14) calendar days prior to a duly called meeting. Such amendment shall require an affirmative vote of sixty percent (60%) of the Board at a duly constituted meeting.

The Articles of Incorporation of Give and Live _______________________________________

WE, THE UNDERSIGNED, of full age, for the purpose of forming a corporation under and pursuant to the provision of Chapter 317A, Minnesota Statues, known as the Minnesota Non‑Profit Corporation Act, and laws amendatory thereof and supplementary thereto, do hereby associate ourselves together as a body corporate and accept the following Articles of Incorporation:

ARTICLE I -- Name

ARTICLE II – Registered Office

The registered office of this corporation shall be shall be at:
Give and Live, 11700 Live Oak Drive, Minnetonka, MN 55303.

ARTICLE III – Duration

ARTICLE IV – Purpose

ARTICLE V – No Pecuniary Gain

Give and Live shall not afford pecuniary gain, incidentally or otherwise to its members. No part of the net earnings of Give and Live shall inure to the benefit of any member of the corporation, except that reasonable compensation may be paid for services rendered to or for the corporation affecting one or more of its purposes. Such net earnings, if any, of Give and Live shall be used to carry out the nonprofit corporate purposes set forth in Article IV above. No substantial part of the activities of Give and Live shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the corporation shall not participate in, or intervene in (including the publishing or distribution of statements) any political campaign on behalf of any candidate for public office. Notwithstanding any other provision of these articles, Give and Live shall not carry on any other activities not permitted to be carried on (a) by a corporation exempt from Federal Income Tax under Section 501 (c) (3) of the Internal Revenue Code or the corresponding provision of any future United States Internal Revenue Law, or (b) by a corporation, contributions to which are deductible under Section 170 (c) (2) of the Internal Revenue Code or the corresponding provision of any future United States Internal Revenue Law.

ARTICLE VI – Dissolution

At the time of dissolution of Give and Live, the board shall, after paying or making provisions for the payment of all of the liabilities of the corporation, dispose of all of the assets of the corporation exclusively for the purposes of the corporation in such manner, or to such organization or organizations organized and operated exclusively for charitable, religious, scientific, literary, or educational purposes as shall at the time qualify as an exempt organization or organizations under Section 501 (c) (3) of the Internal Revenue Code or the corresponding provision of any future United States Internal Revenue Law, as the board shall determine. Any such remaining funds, property or other assets not so distributed shall be disposed of by petition or application to district court, according to state law, for such purposes or to such organization(s) as the court may decree, which are organized and operated exclusively for such purposes.

ARTICLE VII - Incorporator

The name and address of the incorporator of this corporation is:
Scott Jones, 11700 Live Oak Drive, Minnetonka, MN 55305

ARTICLE VIII – Board of Directors

The number of directors constituting the first Board of Directors of this corporation shall be six (6), each of whom shall continue in office until the first annual meeting of the members and until a successor is elected and qualified, or removed as provided by law or in the bylaws. The name and address of each first director is:

Scott Jones, 11700 Live Oak Drive, Minnetonka, MN 55305 (Chair)
Todd Pellizzer, 2201 Mary Hills Drive, Golden Valley, MN 55422 (Vice chair/treasurer)
Amy Asbury, 2015 SE Franklin Avenue, Minneapolis, MN
Lynn Anderson, 2701 Dupont Avenue South #2, Minneapolis, MN 55408 (Secretary)
Patrick Nolan, 11700 Live Oak Drive, Minnetonka, MN 55305
Charles Johnson, 1788 Sergant, St. Paul, MN 55105

ARTICLE IX – Personal Liability

There shall be no personal liability of any of the members of this corporation for any corporation obligation.

ARTICLE X – Board Action In Writing

Any action required or permitted to be taken at a board meeting, and not requiring member approval, may be taken by written action signed or consented to by authenticated electronic communication by the number of directors that would be required to take action at a meeting of the Board at which all directors were present, as prescribed by these bylaws; provided that if bylaws or statute require a different number to take action, that such number will be required.

CERTIFICATION

Witness whereof, I have hereunto subscribed my name this 19th day of November, 2003.

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		Email info@giveandlive.org
		© 2003 by Give and Live, USA

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