Article I - Name
This organization shall be known as MyTake.org, Inc. The registered agent and registered office will be determined by a resolution of the Board of Directors. The main web site shall be https://mytake.org.
Article II – Statement of purpose
This corporation is organized exclusively for charitable, religious, educational, and scientific purposes, including, for such purposes, the making of distributions to organizations that qualify as exempt organizations under section 501©(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code.
The mission of MyTake.org is to empower people to learn American political history, formulate their own independent opinions about politics based on original primary sources, and share and discuss those opinions with their peers. In order to encourage productive debate, we have the explicit goal of encouraging conversations that focus on a topic where political disagreements arise not from different opinions on facts themselves, but on the consequences of those facts.
Article III - Membership
The membership of the corporation shall consist of the members of the Board of Directors.
Article IV – Board of directors
Section 1. General Powers
The affairs of the Corporation shall be managed by its Board of Directors. The Board of Directors shall have control of and be responsible for the management of the affairs and property of the Corporation.
Section 2. Number, Tenure, Requirements, and Qualifications
- The number of Directors shall be fixed from time-to-time by the Directors but shall consist of no less than three (3) nor more than seven (7) including the following officers: the Chief Executive Officer, the Secretary, and the Chief Financial Officer.
- The members of the Board of Directors shall, upon election, immediately enter upon the performance of their duties and shall continue in office until their successors shall be duly elected and qualified. All members of the Board of Directors must be approved by a majority vote of the members present and voting. No vote on new members of the Board of Directors shall be held unless a quorum of the Board of Directors is present as provided in Section 6 of this Article.
- No two members of the Board of Directors related by blood or marriage/domestic partnership within the second degree of consanguinity or affinity may serve on the Board of Directors at the same time.
- Each member of the Board of Directors shall hold office for up to a three-year term as submitted by the nominations committee.
- Newly elected members of the Board of Directors who have not served before shall serve initial one-year terms. At the conclusion of the initial one-year term, members of the Board of Directors may serve additional three-year terms. Their terms shall be staggered so that at the time of each annual meeting, the terms of approximately one-third (1/3) of all members of the Board of Directors shall expire.
- Each member of the Board of Directors shall attend at least nine (9) monthly meetings of the Board per year.
Section 3. Regular and Annual Meetings
An annual meeting of the Board of Directors shall be held at a time and day in the month of January of each calendar year. Notice of these meetings shall be sent to all members of the Board of Directors no less than ten (10) days, prior to the meeting date.
Section 4. Special Meetings
Special meetings of the Board of Directors may be called by or at the request of the Chief Executive Officer or any two members of the Board of Directors.
Section 5. Notice
Notice of any special meeting of the Board of Directors shall be given at least two (2) days in advance of the meeting by telephone, facsimile or electronic methods or by written notice. Any Director may waive notice of any meeting. The attendance of a Director at any meeting shall constitute a waiver of notice of such meeting, except where a Director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular meeting of the Board of Directors need be specified in the notice or waiver of notice of such meeting, unless specifically required by law or by these by-laws.
Section 6. Quorum
The presence, in person (to include telepresence) of a majority of current members of the Board of Directors shall be necessary at any meeting to constitute a quorum to transact business, but a lesser number shall have power to adjourn to a specified later date without notice. The act of a majority of the members of the Board of Directors present at a meeting at which a quorum is present shall be the act of the Board of Directors, unless the act of a greater number is required by law or by these by-laws.
Section 7. Forfeiture
Any member of the Board of Directors who fails to fulfill any of his or her requirements as set forth in Section 2 of this Article by September 1st shall automatically forfeit his or her seat on the Board. The Secretary shall notify the Director in writing that his or her seat has been declared vacant, and the Board of Directors may forthwith immediately proceed to fill the vacancy. Members of the Board of Directors who are removed for failure to meet any or all of the requirements of Section 2 of this Article are not entitled to vote at the annual meeting and are not entitled to the procedure outlined in Section 11 of this Article in these by-laws.
Section 8. Vacancies
Whenever any vacancy occurs in the Board of Directors it shall be filled without undue delay by a majority vote of the remaining members of the Board of Directors at a regular meeting. Vacancies may be created and filled according to specific methods approved by the Board of Directors.
Section 9. Compensation
Members of the Board of Directors shall not receive any compensation for their services as Directors.
Section 10. Informal Action by Directors
Any action required by law to be taken at a meeting of the Directors, or any action which may be taken at a meeting of Directors, may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by two-thirds (2/3) of all of the Directors following notice of the intended action to all members of the Board of Directors.
Section 11. Removal
Any member of the Board of Directors may be removed with or without cause, at any time, by vote of at least three-quarters (3/4) of the members of the Board of Directors if in their judgment the best interest of the Corporation would be served thereby. Each member of the Board of Directors must receive written notice of the proposed removal at least ten (10) days in advance of the proposed action. An officer who has been removed as a member of the Board of Directors shall automatically be removed from office.
Members of the Board of Directors who are removed for failure to meet the minimum requirements in Section 2 of this Article in these by-laws automatically forfeit their positions on the Board pursuant to Section 7 of this Article, and are not entitled to the removal procedure outlined in Section 11 of this Article.
Article V – Officers and duties
The officers of this Board shall be the Chief Executive Officer, Secretary, and Chief Financial Officer. All officers must have the status of active members of the Board.
Section 1. Chief Executive Officer
The Chief Executive Officer shall preside at all meetings of the membership. The Chief Executive Officer shall have the following duties:
- He/She shall preside at all meetings.
- He/She shall have general and active management of the business of this Board.
- He/She shall see that all orders and resolutions of the Board are brought to the Board.
- He/She shall have general superintendence and direction of all other officers of this corporation and see that their duties are properly performed.
- He/She shall submit a report of the operations of the program for the fiscal year to the Board and members at their annual meetings, and from time to time, shall report to the Board all matters that may affect this program.
- He/She shall be Ex-officio member of all standing committees and shall have the power and duties usually vested in the office of the Chief Executive Officer.
Section 2. Secretary
The Secretary shall attend all meetings of the Board, and all meetings of members, and assisted by a staff member, will act as a clerk thereof. The Secretary’s duties shall consist of:
- He/She shall record all votes and minutes of all proceedings in a book to be kept for that purpose.
- He/She in concert with the Chief Executive Officer shall make the arrangements for all meetings of the Board, including the annual meeting of the organization. Assisted by a staff member, he/she shall send notices of all meetings to the members of the Board and shall take reservations for the meetings.
- He/She shall perform all official correspondence from the Board as may be prescribed by the Board or the Chief Executive Officer.
Section 3. Chief Financial Officer
The Chief Financial Officer duties shall be:
- He/She shall submit to the Board approval of all expenditures of funds.
- He/She shall present a complete and accurate report of the finances at each meeting of the members, or at any other time upon request to the Board.
- He/She shall have the right of inspection of the funds resting including budgets and subsequent audit reports.
- It shall be the duty of the Chief Financial Officer to assist in direct audits of the funds of the program according to funding source guidelines and generally accepted accounting principles.
- He/She shall perform such other duties as may be prescribed by the Chief Executive Officer under whose supervision he/she shall be.
Section 4. Election of Officers
Nominations shall also be received from the floor. The election shall be held at the annual meeting. Those officers elected shall serve a term of one (1) year, commencing at the next meeting following the annual meeting.
Section 5. Removal of Officer
The Board with the concurrence of at least 3/4 of the members voting at the meeting may remove any officer of the Board of Directors and elect a successor for the unexpired term. No officer of the Board of Directors shall be expelled without an opportunity to be heard and notice of such motion of expulsion shall be given to the member in writing twenty (20) days prior to the meeting at which motion shall be presented, setting forth the reasons of the Board for such expulsion.
Section 6. Vacancies
The Nominating Committee shall also be responsible for nominating persons to fill vacancies which occur between annual meetings, including those of officers. Nominations shall be sent in writing to members of the Board at least two (2) weeks prior to the next meeting at which the election will be held. The persons so elected shall hold membership or office for the unexpired term in respect of which such vacancy occurred.
ArtIcle VI - Contracts, loans, checks, and deposits
Section 1. Contracts.
The Board of Trustees may authorize any officer or officers, agent or agents to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Foundation, unless otherwise restricted by law. Such authority may be general or confined to specific instances.
Section 2. Loans.
No loans shall be contracted on behalf of the Foundation and no evidence of indebtedness shall be issued in its name unless authorized by a resolution of the Board of Trustees. Such authority may be general or confined to specific instances.
Section 3. Checks, Drafts, Etc.
All checks, drafts, or other orders for the payment of money, notes, or other evidences of indebtedness issued in the name of the Foundation shall be signed by such officer or officers, agent or agents of the Foundation and in such manner as shall from time to time be determined by resolution of the Board of Trustees.
Section 4. Deposits.
All funds of the Foundation not otherwise employed shall be deposited from time to time to the credit of the Foundation in such banks, trust companies, or other depositories as the Board of Trustees may select.
Article VII – Waiver of notice
Unless otherwise provided by law, whenever any notice is required to be given to any Trustee of the Foundation under the provisions of these Bylaws or under the provisions of its articles of incorporation, a waiver thereof in writing, signed by the person or persons entitled to such notice, or by electronic means sufficient to authenticate the sender, date and time, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.
Article VIII – Conflict of interest and compensation
All board members must be familiar with and abide by MyTake.org, Inc. conflict of interest policy.
Article IX – Indemnification
Section 1. General
To the full extent authorized under the laws of the State of California, the corporation shall indemnify any director, officer, employee, or agent, or former member, director, officer, employee, or agent of the corporation, or any person who may have served at the corporation’s request as a director or officer of another corporation (each of the foregoing members, directors, officers, employees, agents, and persons is referred to in this Article individually as an “indemnitee”), against expenses actually and necessarily incurred by such indemnitee in connection with the defense of any action, suit, or proceeding in which that indemnitee is made a party by reason of being or having been such member, director, officer, employee, or agent, except in relation to matters as to which that indemnitee shall have been adjudged in such action, suit, or proceeding to be liable for negligence or misconduct in the performance of a duty. The foregoing indemnification shall not be deemed exclusive of any other rights to which an indemnitee may be entitled under any bylaw, agreement, resolution of the Board of Directors, or otherwise.
Section 2. Expenses
Expenses (including reasonable attorneys’ fees) incurred in defending a civil or criminal action, suit, or proceeding may be paid by the corporation in advance of the final disposition of such action, suit, or proceeding, if authorized by the Board of Directors, upon receipt of an undertaking by or on behalf of the indemnitee to repay such amount if it shall ultimately be determined that such indemnitee is not entitled to be indemnified hereunder.
Section 3. Insurance
The corporation may purchase and maintain insurance on behalf of any person who is or was a member, director, officer, employee, or agent against any liability asserted against such person and incurred by such person in any such capacity or arising out of such person’s status as such, whether or not the corporation would have the power or obligation to indemnify such person against such liability under this Article.
Article X – Books and records
The corporation shall keep complete books and records (to include electronic documents) of account and minutes of the proceedings of the Board of Directors.
Article XI – Amendments
Section 1. Articles of Incorporation
The Articles may be amended in any manner at any regular or special meeting of the Board of Directors, provided that specific written notice of the proposed amendment of the Articles setting forth the proposed amendment or a summary of the changes to be effected thereby shall be given to each director at least three days in advance of such a meeting if delivered personally, by facsimile, or by e-mail or at least five days if delivered by mail. As required by the Articles, any amendment to Article III or Article VI of the Articles shall require the affirmative vote of all directors then in office. All other amendments of the Articles shall require the affirmative vote of an absolute majority of directors then in office.
Section 2. Bylaws
The Board of Directors may amend these Bylaws by majority vote at any regular or special meeting. Written notice setting forth the proposed amendment or summary of the changes to be effected thereby shall be given to each director within the time and the manner provided for the giving of notice of meetings of directors.
Adoption of bylaws
We, the undersigned, are all of the initial directors or incorporators of this corporation, and we consent to, and hereby do, adopt the foregoing Bylaws, consisting of the 6 preceding pages, as the Bylaws of this corporation.
ADOPTED AND APPROVED by the Board of Directors on this 24th day of September, 2017.
Edgar Bayliss Twigg, Chief Executive Officer
Victoria Frances Hattersley, Chief Financial Officer
Todd Michael Riley, Secretary