Imagine if something as simple as a pencil could make your day. Many of us are fortunate to not be in that position, but for many students at Galoya Senegal West Africa, it's a reality.
When I heard heard that 100% of the students at Galoya Senegal West Africa were lacking supplies - simple things the rest of us take for granted, like paper, notebooks, pencils, rulers - we knew that we couldn't let that happen.
The amazing people of Columbus Ohio supplies with their OWN personal money to help these students, because they know these children are "brilliant," but that only goes so far. We need YOUR help to make sure these pre-K through 5th graders get the supplies they need and deserve, but can't always afford.
No child should start the school year without the school supplies they need, regardless of their financial situation. Our goal is to ensure that every child and teacher has what they need to make this school year a success!
The students in this school have not seen what a PC looks like and how it can transform their lives as a digital tool for education.
Although the public school system is supported by the national government, due to a awful budget shortfall no fund are available to supply even one set of computer equipment to all public high schools.
It will make a substantial difference in bridging the digital gap between schools in developed countries that have computers for each student as agains one computer for an entire school in a developing country such as ours.
We are attaching below a profile of our local public school to give you an idea of the numbers of beneficiary that will be served by providing us with the computers equipment,monitors,printers,softwares, and supplies.
We will provide the counterpart funds for trainings the teachers in the use of the computers as a teaching tool to help the school classes together with a donation of DSL connectivity through one of the major telecommunication companies operating in the area of Senegal.
We look forward to your favorable answer to our request. If in case you have questions that need to be clarified, please don’t hesitate to ask.
Help us help the next generation!
***While all funds will be used directly for the needs of Galoya Senegal West Africa***
POLICY AND AGREEMENT
It is important for UGOG directors, officers, and staff to be aware that both real and apparent conflicts of interest or dualities of interest sometimes occur in the course of conducting the affairs of the corporation and that the appearance of conflict can be troublesome even if there is in fact no conflict whatsoever. Conflicts occur because the many persons associated with the corporation should be expected to have, and do in fact generally have multiple interests and affiliations and various positions of responsibility within the community. In these situations a person will sometimes owe identical duties of loyalty to two or more corporations. The purpose of the conflict of interest policy is to protect the corporation’s tax-exempt 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 might result in a possible excess benefit transaction. The policy is intended to supplement but not replace any applicable state and federal laws governing conflict of interest applicable to nonprofit and charitable organizations.
Conflicts are undesirable because they potentially or eventually place the interests of others ahead of the corporation’s obligations to its charitable purposes and to the public interest. Conflicts are also undesirable because they often reflect adversely upon the person involved and upon the institutions with which they are affiliated, regardless of the actual facts or motivations of the parties. However, the long-range best interests of the corporation do not require the termination of all association with persons who may have real or apparent conflicts that are harmless to all individuals or entities involved.
Each member of the board of directors and the staff of the corporation has a duty of loyalty to the corporation. The duty of loyalty generally requires a director or staff member to prefer the interests of the corporation over the director’s/staff’s interest or the interests of others. In addition, directors and staff of the corporation shall avoid acts of self-dealing which may adversely affect the tax-exempt status of the corporation or cause there to arise any sanction or penalty by a governmental authority.
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.
2.1 Interested Person
Any director, principal officer, or member of a committee with governing board delegated powers, who has a direct or indirect financial interest, as defined below, is an interested person.
2.2 Financial Interest
A person has a financial interest if the person has, directly or indirectly, thorough business, investment, or family:
(a) An ownership or investment interest in any entity with which the corporation has a transaction or arrangement,
(b) A compensation arrangement with the corporation or with any entity or individual with which the corporation has a transaction or arrangement, or
(c) 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 insubstantial. A financial interest is not necessarily a conflict of interest. Under Article III, Section 2, 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.
3.1 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
3.2 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/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.
3.3 Procedures for Addressing the Conflict of Interest
(a) An interested person may make a presentation at the governing board or committee meeting, but after the presentation, he/she shall leave the meeting during the discussion of, and the vote on, the transaction or arrangement involving the possible conflict of interest.
(b) 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.
(c) 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.
(d) 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.
3.4 Violations of the Conflicts of Interest Policy
(a) 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.
(b) 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.
RECORDS OF PROCEEDINGS
The minutes of the governing board and all committees with board delegated powers shall contain:
(a) 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.
(b) 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.
5.1 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.
5.2 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.
5.3. 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.
Each director, principal officer and member of a committee with governing board delegated powers shall annually sign a statement which affirms such person:
(a) Has received a copy of the conflicts of interest policy,
(b) Has read and understands the policy,
(c) Has agreed to comply with the policy, and
(e) Understands that the corporation is charitable and in order to maintain its federal tax exemption it must engage primarily in activities which accomplish one or more of its tax-exempt purposes.
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:
(a) Whether compensation arrangements and benefits are reasonable, based on competent survey information and the result of arm's length bargaining.
(b) Whether partnerships, joint ventures, and arrangements with management corporations 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 inurnment, impermissible private benefit or in an excess benefit transaction.
USE OF OUTSIDE EXPERTS
When conducting the periodic reviews as provided for in Article VII, 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.
CERTIFICATE OF ADOPTION OF CONFLICT OF INTEREST
I do hereby certify that the above stated Conflict of Interest Policy and Agreement for UGOG were approved and adopted by the board of directors on Saturday, 02/01/2014 and constitute a complete copy of the Conflict of Interest Policy of the corporation.
Description of Our Activities
It is the mission, duty and purpose of UGOG to address, educate, coordinate, and provide aid and relief to eradicate chronic malnutrition, hunger, water salubrity, health, education and security problems in the commun of Galoya Senegal.
It is our duty to be available when we are capable to provide one of the most important yet basic human rights to ordinary people during times of extraordinary tribulation by trying to help them to secure their humanity through the provision of food, medication and education.
The right to food is a human right derived from the International Covenant on Economic, Social and Cultural Rights (ICESCR). The United Nations Special Report in 2002 defined it as follow:
“Right to adequate food is a human right, inherent in all people, to have regular, permanent and unrestricted access, either directly or by means of financial purchases, to quantitatively and qualitatively adequate and sufficient food corresponding to the cultural traditions of people to which the consumer belongs, and which ensures a physical and mental, individual and collective fulfilling and dignified life free of fear.”
The right to adequate food is realized when every man, woman and child, alone or in community with others, have the physical and economic access at all times to adequate food or means for its procurement.
UGOG provides education on chronic malnutrition, hunger, water salubrity, health, education and security problems in the commun of Galoya Senegal through the dissemination of facts, charts, graphs, and statistics. We provide this information by presenting live media interviews, lectures and slideshows titled, “The needs for Galoya exibition,” at schools, libraries and other public venues. These presentations focus on the causes, current efforts and solutions to chronic malnutrition, hunger, water salubrity, health, education and security problems in the commun of Galoya Senegal. They also highlight the geographical, economical, and social aspects of chronic malnutrition.We take advantage of various social media outlets such as discussion forums, blogs and social networking sites. All media interviews can be viewed on the corporation’s website: www.ugog.org
We also chronicle our efforts and activities on the corporation’s website. One feature that will be incorporated into the website is an educational essay written by professionals such as public health administrators, dieticians, physicians, and activists in the same or related field(s).
By offering educational events as well as our publications and website, UGOG is educating the public on subjects useful to individuals and beneficial to the community and is advocating and defending human and civil rights secured by law.
UGOG seeks out opportunities for community outreach through our ambassador program which involves sending ambassador(s) to fulfill our mission of raising awareness and funds for chronic malnutrition, hunger, water salubrity, health, education and security problems in the commun of Galoya Senegal by utilizing a variety of means such as charity, medical caravan and clinics, charity concerts, photography, and writing. Through these means, the issue of chronic malnutrition, hunger, water salubrity, health, education and security problems in the commun of Galoya Senegal will be highlighted and brought to the attention of diverse audiences. An example of this program is the annual Galoya Medical Caravan, a global medical caravan to address the chronic malnutrition, hunger, water salubrity, health, education and security problems in the commun of Galoya Senegal in a unique way which receives elaborate media and public attention. The caravan reports can be seen on our website at: www.ugog.org
The funds received through the entirety of the corporation’s activities will be used exclusively for the charitable purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code and will not be used for personal gains of any sort.
UGOG, LLC aims to provide disaster relief aid in the form of food, medication and water to the severely disadvantaged who are affected by either a lack of existing community resources or a lack of funding and supplies to existing local infrastructures in the time of need. UGOG operates and focuses its resources locally and globally to communities who meet the aforementioned criteria regardless of their geographical location.
Examples of the severely disadvantaged populations would be those affected by natural disasters and the displaced victims of sectarian and ethnic violence such as the devastating results the drought that is affecting the commun of Galoya in Senegal .
We provide disaster relief aid through organizing volunteers to serve in affected areas by coordinating and carrying out the distribution of food, medication and water. The provisions will be derived from our general fund and public support.
Distribution to Other Organizations and Individuals
We do not fundraise for any specific organization and UGOG is not organized solely to contribute or fundraise for any specific entity. However, at the discretion of the board of directors we may at times, choose to contribute to other organizations who share a similar mission and only if the contributions further our exempt status, with the objective to eliminate and alleviate chronic malnutrition and hunger.
One example of an organization which we may contribute to is the “Friends of the World Food Programme” (EIN 13-3843435) which is a U.S.-based, nonprofit, nonpartisan 501 (c)(3) tax-exempt charitable organization that focuses on building support in the United States for the United Nations World Food Programme (WFP) and other hunger relief operations which shares a similar mission to UGOG oration. WFP is the world’s largest humanitarian organization, working to put hunger at the center of the international agenda and promoting policies, strategies and operations that directly benefit the poor and hungry.
UGOG may exercise its right under law to contribute to non 501 (c)(3) organizations only on the condition that UGOG retains control over the use of the funds and maintaining records showing that the funds are used for exclusively charitable purposes in accordance to our mission.
Programs for Volunteers
At times, per the discretion of the board of directors, we may provide internships or volunteer opportunities which will provide opportunities for involvement in outreach activities and programs in order to have a greater impact for change. One of the activities that volunteers may be involved in is basic education on topics such as nutrition, diet, agricultural techniques, livestock growing, and water treatment in order to promote sustainability. Such activities shall always be free of charge to participants and will not include compensation to the volunteers.
It is our goal to bring awareness from every medium possible and this does not exclude documentaries and photos of our activities, projects, programs and expeditions. By documenting and reporting our efforts we intend to broaden our outreach. These multimedia features will be recorded by our volunteers during the aforementioned activities and will be available to the public.
Charity Medical Caravans and Clinics
As part of our expeditions activities, we will organize charity medical caravans in order to raise funds, awareness and heel the population of Galoya and surrounding villages for the cause. These caravans will be carried on by our volunteer guides to assist Doctors and Nurses to do a good deed by participating in a charity work. These caravans and clinics will be open to the public. All proceeds from such expeditions will be added to our general fund and shall be used to further our exempt status.
In general, our foreign activities can be summed up into four categories: expeditions, contributions, disaster relief and aid, and educational programs.
◦ Foreign expeditions will include our medical caravans such as the annual Galoya Medical Caravan as has been detailed in the Narrative of our Activities: subtitled: Galoya Medical Caravan and clinics and also Ambassador Program.
◦ Foreign contributions will include assistance given to individuals or organizations outside of the United States which have been selected by the board of directors after conducting due diligence and a thorough investigation. The process of selection is in accordance with all applicable laws and regulations concerning our exempt status such as collecting information (i.e. physical address, phone number, mailing address, website, relationships with other organizations, financial standing which includes past and present, and governance).
◦ Foreign disaster relief and aid will include our efforts to provide aid to victims of natural disasters and/or of sectarian and ethnic violence as has been detailed in our Narrative of our Activities subtitled: Disaster relief
◦ Foreign educational programs will include our efforts to provide educational based lectures, slideshows, and in-field training and instruction as has been detailed in our Narrative of our Activities subtitled: Education and the opening of libraries.
◦ Section 1.501(c)(3)-1(d)(2) of the regulations states that the term “charitable” is used in section 501(c)(3) of the Code in its generally accepted legal sense and includes the defense of human and civil rights secured by law.
◦ Section 1.501(c)(3)-1(d)(2) of the Income Tax Regulations states that the term “charitable” is used in section 501(c)(3) of the Code in its generally accepted legal sense and includes the advancement of education.
◦ Section 1.501(c)(3)-1(d)(3)(i)(a) of the regulations states that the term educational, as used in IRC 501(c)(3), relates to the instruction or training of the individual for the purpose of improving or developing his capabilities or the instruction of the public on subjects useful to the individual and beneficial to the community.
◦ Example 2 in Section 1.501(c)(3)-1(d)(3)(ii) of the regulations, makes it clear that “An organization whose activities consist of presenting public discussion groups, forums, panels, lectures, or other similar programs,” is educational.
◦ Section 501(c)(3) of the Internal Revenue Code provides tax exemption for organizations organized and operated exclusively for charitable and/or educational purposes.
The name of this corporation shall be UGOG. The business of the corporation may be conducted as UGOG.
PURPOSES AND POWERS
UGOG is a non-profit corporation and shall be operated exclusively for educational and charitable purposes within the meaning of Section 501 (c)(3) of the Internal Revenue Code of 1986, or the corresponding section of any future Federal tax code.
We provide education by giving free lectures and slideshows titled “The Needs of Galoya Exhibition,” in schools, libraries, and other public venues as well as utilizing social media channels and the corporation’s website to provide facts, statistics, and other related data on causes, current efforts and solutions to eradicating chronic malnutrition, hunger,water salubrity, health, education and security problems in the commun of Galoya Senegal.
Our programs include sending out volunteers to raise social consciousness about the cause on a local and global level, and to hold fundraising events in order to provide immediate relief and assistance to those suffering from chronic malnutrition, hunger,water salubrity, health, education and security problems in the commun of Galoya Senegal regardless of their race, ethnicity, or religion.
To maximize our impact on current efforts, we may seek to collaborate with other non-profit organizations which fall under the 501(c) (3) section of the internal revenue code and are operated exclusively for educational and charitable purposes.
At times, per the discretion of the board of directors, we may provide internships or volunteer opportunities which shall provide opportunities for involvement in said activities and programs in order to have a greater impact for change.
The corporation shall have the power, directly or indirectly, alone or in conjunction or cooperation with others, to do any and all lawful acts which may be necessary or convenient to affect the charitable purposes, for which the corporation is organized, and to aid or assist other organizations or persons whose activities further accomplish, foster, or attain such purposes. The powers of the corporation may include, but not be limited to, the acceptance of contributions from the public and private sectors, whether financial or in-kind contributions.
2.03 Nonprofit Status and Exempt Activities Limitation.
(a) Nonprofit Legal Status. UGOG is an Ohio non-profit public benefit corporation, recognized as tax exempt under Section 501(c)(3) of the United States Internal Revenue Code.
(b) Exempt Activities Limitation. Not withstanding any other provision of these Bylaws, no director, officer, employee, member, or representative of this corporation shall take any action or carry on any activity by or on behalf of the corporation not permitted to be taken or carried on by an organization exempt under Section 501(c)(3) of the Internal Revenue Code as it now exists or may be amended, or by any organization contributions to which are deductible under Section 170(c)(2) of such Code and Regulations as it now exists or may be amended. No part of the net earnings of the corporation shall inure to the benefit or be distributable to any director, officer, member, or other private person, 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 set forth in the Articles of Incorporation and these Bylaws.
(c) Distribution Upon Dissolution. Upon termination or dissolution of the UGOG, any assets lawfully available for distribution shall be distributed to one (1) or more qualifying organizations described in Section 501(c)(3) of the 1986 Internal Revenue Code (or described in any corresponding provision of any successor statute) which organization or organizations have a charitable purpose which, at least generally, includes a purpose similar to the terminating or dissolving corporation.
The organization to receive the assets of the UGOG hereunder shall be selected in the discretion of a majority of the managing body of the corporation, and if its members cannot so agree, then the recipient organization shall be selected pursuant to a verified petition in equity filed in a court of proper jurisdiction against the UGOG, by one (1) or more of its managing body which verified petition shall contain such statements as reasonably indicate the applicability of this section. The court upon a finding that this section is applicable shall select the qualifying organization or organizations to receive the assets to be distributed, giving preference if practicable to organizations located within the State of Ohio.
In the event that the court shall find that this section is applicable but that there is no qualifying organization known to it which has a charitable purpose, which, at least generally, includes a purpose similar to the UGOG, then the court shall direct the distribution of its assets lawfully available for distribution to the Treasurer of the State of Ohio to be added to the general fund.
3.01 No Membership Classes
The corporation shall have no members who have any right to vote or title or interest in or to the corporation, its properties and franchises.
3.02 Non-Voting Affiliates
The board of directors may approve classes of non-voting affiliates with rights, privileges, and obligations established by the board. Affiliates may be individuals, businesses, and other organizations that seek to support the mission of the corporation. The board, a designated committee of the board, or any duly elected officer in accordance with board policy, shall have authority to admit any individual or organization as an affiliate, to recognize representatives of affiliates, and to make determinations as to affiliates’ rights, privileges, and obligations. At no time shall affiliate information be shared with or sold to other organizations or groups without the affiliate’s consent. At the discretion of the board of directors, affiliates may be given endorsement, recognition and media coverage at fundraising activities, clinics, other events or at the corporation website. Affiliates have no voting rights, and are not members of the corporation.
Any dues for affiliates shall be determined by the board of directors.
BOARD OF DIRECTORS
4.01 Number of Directors
UGOG shall have a board of directors consisting of at least 4 and no more than 15 directors. Within these limits, the board may increase or decrease the number of directors serving on the board, including for the purpose of staggering the terms of directors.
All corporate powers shall be exercised by or under the authority of the board and the affairs of the UGOG Shall be managed under the direction of the board, except as otherwise provided by law.
(a) All directors shall be elected to serve a one-year term, however the term may be extended until a successor has been elected.
(b) Director terms shall be staggered so that approximately half the number of directors will end their terms in any given year.
(c) Directors may serve terms in succession.
(d) The term of office shall be considered to begin January 1 and end December 31 of the second year in office, unless the term is extended until such time as a successor has been elected.
4.04 Qualifications and Election of Directors
In order to be eligible to serve as a director on the board of directors, the individual must be 18 years of age and an affiliate within affiliate classifications created by the board of directors. Directors may be elected at any board meeting by the majority vote of the existing board of directors. The election of directors to replace those who have fulfilled their term of office shall take place in January of each year.
The board of directors may fill vacancies due to the expiration of a director’s term of office, resignation, death, or removal of a director or may appoint new directors to fill a previously unfilled board position, subject to the maximum number of directors under these Bylaws.
(a) Unexpected Vacancies. Vacancies in the board of directors due to resignation, death, or removal shall be filled by the board for the balance of the term of the director being replaced.
4.06 Removal of Directors
A director may be removed by two-thirds (⅔) vote of the board of directors then in office, if:
(a) the director is absent and unexcused from two or more meetings of the board of directors in a twelve month period. The board president is empowered to excuse directors from attendance for a reason deemed adequate by the board president. The president shall not have the power to excuse him/herself from the board meeting attendance and in that case, the board vice president shall excuse the president. Or:
(b) for cause or no cause, if before any meeting of the board at which a vote on removal will be made the director in question is given electronic or written notification of the board’s intention to discuss her/his case and is given the opportunity to be heard at a meeting of the board.
4.07 Board of Directors Meetings.
(a) Regular Meetings. The board of directors shall have a minimum of four (4) regular meetings each calendar year at times and places fixed by the board. Board meetings shall be held upon four (4) days notice by first-class mail, electronic mail, or facsimile transmission or forty-eight (48) hours notice delivered personally or by telephone. If sent by mail, facsimile transmission, or electronic mail, the notice shall be deemed to be delivered upon its deposit in the mail or transmission system. Notice of meetings shall specify the place, day, and hour of meeting. The purpose of the meeting need not be specified.
(b) Special Meetings. Special meetings of the board may be called by the president, vice president, secretary, treasurer, or any two (2) other directors of the board of directors. A special meeting must be preceded by at least 2 days notice to each director of the date, time, and place, but not the purpose, of the meeting.
(c) Waiver of Notice. Any director may waive notice of any meeting, in accordance with Ohio law.
4.08 Manner of Acting.
(a) Quorum. A majority of the directors in office immediately before a meeting shall constitute a quorum for the transaction of business at that meeting of the board. No business shall be considered by the board at any meeting at which a quorum is not present.
(b) Majority Vote. Except as otherwise required by law or by the articles of incorporation, the act of the majority of the directors present at a meeting at which a quorum is present shall be the act of the board.
(C) Hung Board Decisions. On the occasion that directors of the board are unable to make a decision based on a tied number of votes, the president or treasurer in the order of presence shall have the power to swing the vote based on his/her discretion.
(d) Participation. Except as required otherwise by law, the Articles of Incorporation, or these Bylaws,directors may participate in a regular or special meeting through the use of any means of communication by which all directors participating may simultaneously hear each other during the meeting, including in person, internet video meeting or by telephonic conference call.
4.09 Compensation for Board Service
Directors shall receive no compensation for carrying out their duties as directors. The board may adopt policies providing for reasonable reimbursement of directors for expenses incurred in conjunction with carrying out board responsibilities, such as travel expenses to attend board meetings.
4.10 Compensation for Professional Services by Directors
Directors are not restricted from being remunerated for professional services provided to the corporation. Such remuneration shall be reasonable and fair to the corporation and must be reviewed and approved in accordance with the board Conflict of Interest policy and state law.
The board of directors may, by the resolution adopted by a majority of the directors then in office, designate one or more committees, each consisting of two or more directors, to serve at the pleasure of the board. Any committee, to the extent provided in the resolution of the board, shall have all the authority of the board, except that no committee, regardless of board resolution, may:
(a) take any final action on matters which also requires board members’ approval or approval of a majority of all members;
(b) fill vacancies on the board of directors of in any committee which has the authority of the board;
(c) amend or repeal Bylaws or adopt new Bylaws;
(d) amend or repeal any resolution of the board of directors which by its express terms is not so amendable or repealable;
(e) appoint any other committees of the board of directors or the members of these committees;
(f) expend corporate funds to support a nominee for director; or
(g) approve any transaction;
(i) to which the corporation is a party and one or more directors have a material financial interest; or
(ii) between the corporation and one or more of its directors or between the corporation or any person in which one or more of its directors have a material financial interest.
5.2 Meetings and Action of Committees
Meetings and action of the committees shall be governed by and held and taken in accordance with, the provisions of Article IV of these Bylaws concerning meetings of the directors, with such changes in the context of those Bylaws as are necessary to substitute the committee and its members for the board of directors and its members, except that the time for regular meetings of committees may be determined either by resolution of the board of directors or by resolution of the committee. Special meetings of the committee may also be called by resolution of the board of directors. Notice of special meetings of committees shall also be given to any and all alternate members, who shall have the right to attend all meetings of the committee. Minutes shall be kept of each meeting of any committee and shall be filed with the corporate records. The board of directors may adopt rules for the governing of the committee not inconsistent with the provision of these Bylaws.
5.3 Informal Action By The Board of Directors
Any action required or permitted to be taken by the board of directors at a meeting may be taken without a meeting if consent in writing, setting forth the action so taken, shall be agreed by the consensus of a quorum. For purposes of this section an e-mail transmission from an e-mail address on record constitutes a valid writing. The intent of this provision is to allow the board of directors to use email to approve actions, as long as a quorum of board members gives consent.
6.01 Board Officers
The officers of the corporation shall be a board president, vice-president, secretary, and treasurer, all of whom shall be chosen by, and serve at the pleasure of, the board of directors. Each board officer shall have the authority and shall perform the duties set forth in these Bylaws or by resolution of the board or by direction of an officer authorized by the board to prescribe the duties and authority of other officers. The board may also appoint additional vice-presidents and such other officers as it deems expedient for the proper conduct of the business of the corporation, each of whom shall have such authority and shall perform such duties as the board of directors may determine. One person may hold two or more board offices, but no board officer may act in more than one capacity where action of two or more officers is required.
6.02 Term of Office
Each officer shall serve a one-year term of office and may not serve more than three (3) consecutive terms of office. Unless unanimously elected by the board at the end of his/her three (3) year terms or to fill a vacancy in an officer position, each board officer’s term of office shall begin upon the adjournment of the board meeting at which elected and shall end upon the adjournment of the board meeting during which a successor is elected.
6.03 Removal and Resignation
The board of directors may remove an officer at any time, with or without cause. Any officer may resign at any time by giving written notice to the corporation without prejudice to the rights, if any, of the corporation under any contract to which the officer is a party. Any resignation shall take effect at the date of the receipt of the notice or at any later time specified in the notice, unless otherwise specified in the notice. The acceptance of the resignation shall not be necessary to make it effective.
6.04 Board President
The board president shall be the chief volunteer officer of the corporation. The board president shall lead the board of directors in performing its duties and responsibilities, including, if present, presiding at all meetings of the board of directors, and shall perform all other duties incident to the office or properly required by the board of directors.
6.05 Vice President
In the absence or disability of the board president, the ranking vice-president or vice-president designated by the board of directors shall perform the duties of the board president. When so acting, the vice-president shall have all the powers of and be subject to all the restrictions upon the board president. The vice-president shall have such other powers and perform such other duties prescribed for them by the board of directors or the board president. The vice-president shall normally accede to the office of board president upon the completion of the board president’s term of office.
The secretary shall keep or cause to be kept a book of minutes of all meetings and actions of directors and committees of directors. The minutes of each meeting shall state the time and place that it was held and such other information as shall be necessary to determine the actions taken and whether the meeting was held in accordance with the law and these Bylaws. The secretary shall cause notice to be given of all meetings of directors and committees as required by the Bylaws. The secretary shall have such other powers and perform such other duties as may be prescribed by the board of directors or the board president. The secretary may appoint, with approval of the board, a director to assist in performance of all or part of the duties of the secretary.
The treasurer shall be the lead director for oversight of the financial condition and affairs of the corporation. The treasurer shall oversee and keep the board informed of the financial condition of the corporation and of audit or financial review results. In conjunction with other directors or officers, the treasurer shall oversee budget preparation and shall ensure that appropriate financial reports, including an account of major transactions and the financial condition of the corporation, are made available to the board of directors on a timely basis or as may be required by the board of directors. The treasurer shall perform all duties properly required by the board of directors or the board president. The treasurer may appoint, with approval of the board a qualified fiscal agent or member of the staff to assist in performance of all or part of the duties of the treasurer.
6.08 Non-Director Officers
The board of directors may designate additional officer positions of the corporation and may appoint and assign duties to other non-director officers of the corporation.
CONTRACTS, CHECKS, LOANS,
INDEMNIFICATION AND RELATED MATTERS
7.01 Contracts and other Writings
Except as otherwise provided by resolution of the board or board policy, all contracts, deeds, leases, mortgages, grants, and other agreements of the corporation shall be executed on its behalf by the treasurer or other persons to whom the corporation has delegated authority to execute such documents in accordance with policies approved by the board.
7.02 Checks, Drafts
All checks, drafts, or other orders for payment of money, notes, or other evidence of indebtedness issued in the name of the corporation, shall be signed by such officer or officers, agent or agents, of the corporation and in such manner as shall from time to time be determined by resolution of the board.
All funds of the corporation not otherwise employed shall be deposited from time to time to the credit of the corporation in such banks, trust companies, or other depository as the board or a designated committee of the board may select.
No loans shall be contracted on behalf of the corporation and no evidence of indebtedness shall be issued in its name unless authorized by resolution of the board. Such authority may be general or confined to specific instances.
(a) Mandatory Indemnification. The corporation shall indemnify a director or former director, who was wholly successful, on the merits or otherwise, in the defense of any proceeding to which he or she was a party because he or she is or was a director of the corporation against reasonable expenses incurred by him or her in connection with the proceedings.
(b) Permissible Indemnification. The corporation shall indemnify a director or former director made a party to a proceeding because he or she is or was a director of the corporation, against liability incurred in the proceeding, if the determination to indemnify him or her has been made in the manner prescribed by the law and payment has been authorized in the manner prescribed by law.
(c) Advance for Expenses. Expenses 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, as authorized by the board of directors in the specific case, upon receipt of (I) a written affirmation from the director, officer, employee or agent of his or her good faith belief that he or she is entitled to indemnification as authorized in this article, and (II) an undertaking by or on behalf of the director, officer, employee or agent to repay such amount, unless it shall ultimately be determined that he or she is entitled to be indemnified by the corporation in these Bylaws.
(d) Indemnification of Officers, Agents and Employees. An officer of the corporation who is not a director is entitled to mandatory indemnification under this article to the same extent as a director. The corporation may also indemnify and advance expenses to an employee or agent of the corporation who is not a director, consistent with [YOUR STATE] Law and public policy, provided that such indemnification, and the scope of such indemnification, is set forth by the general or specific action of the board or by contract.
8.01 Books and Records
The corporation shall keep correct and complete books and records of account and shall keep minutes of the proceedings of all meetings of its board of directors, a record of all actions taken by board of directors without a meeting, and a record of all actions taken by committees of the board. In addition, the corporation shall keep a copy of the corporation’s Articles of Incorporation and Bylaws as amended to date.
8.02 Fiscal Year
The fiscal year of the corporation shall be from January 1 to December 31 of each year.
8.03 Conflict of Interest
The board shall adopt and periodically review a conflict of interest policy to protect the corporation's interest when it is contemplating any transaction or arrangement which may benefit any director, officer, employee, affiliate, or member of a committee with board-delegated powers.
8.04 Nondiscrimination Policy
The officers, directors, committee members, employees, and persons served by this corporation shall be selected entirely on a nondiscriminatory basis with respect to age, sex, race, religion, national origin, and sexual orientation. It is the policy of UGOG, LLC not to discriminate on the basis of race, creed, ancestry, marital status, gender, sexual orientation, age, physical disability, veteran’s status, political service or affiliation, color, religion, or national origin.
8.05 Bylaw Amendment
These Bylaws may be amended, altered, repealed, or restated by a vote of the majority of the board of directors then in office at a meeting of the Board, provided, however,
(a) that no amendment shall be made to these Bylaws which would cause the corporation to cease to qualify as an exempt corporation under Section 501 (c)(3) of the Internal Revenue Code of 1986, or the corresponding section of any future Federal tax code; and,
(b) that an amendment does not affect the voting rights of directors. An amendment that does affect the voting rights of directors further requires ratification by a two-thirds (⅔) vote of a quorum of directors at a Board meeting.
(c) that all amendments be consistent with the Articles of Incorporation.
COUNTERTERRORISM AND DUE DILIGENCE POLICY
In furtherance of its exemption by contributions to other organizations, domestic or foreign, UGOG shall stipulate how the funds will be used and shall require the recipient to provide the corporation with detailed records and financial proof of how the funds were utilized.
Although adherence and compliance with the US Department of the Treasury’s publication the “Voluntary Best Practice for US. Based Charities” is not mandatory, UGOG willfully and voluntarily recognizes and puts to practice these guidelines and suggestions to reduce, develop, re-evaluate and strengthen a risk-based approach to guard against the threat of diversion of charitable funds or exploitation of charitable activity by terrorist organizations and their support networks.
UGOG shall also comply and put into practice the federal guidelines, suggestion, laws and limitation set forth by pre-existing U.S. legal requirements related to combating terrorist financing, which include, but are not limited to, various sanctions programs administered by the Office of Foreign Assets Control (OFAC) in regard to its foreign activities.
DOCUMENT RETENTION POLICY
The purpose of this document retention policy is establishing standards for document integrity, retention, and destruction and to promote the proper treatment of UGOG records.
Section 1. General Guidelines.Records should not be kept if they are no longer needed for the operation of the business or required by law. Unnecessary records should be eliminated from the files. The cost of maintaining records is an expense which can grow unreasonably if good housekeeping is not performed. A mass of records also makes it more difficult to find pertinent records.
From time to time, UGOG may establish retention or destruction policies or schedules for specific categories of records in order to ensure legal compliance, and also to accomplish other objectives, such as preserving intellectual property and cost management. Several categories of documents that warrant special consideration are identified below. While minimum retention periods are established, the retention of the documents identified below and of documents not included in the identified categories should be determined primarily by the application of the general guidelines affecting document retention, as well as the exception for litigation relevant documents and any other pertinent factors.
Section 2. Exception for Litigation Relevant Documents. UGOG expects all officers, directors, and employees to comply fully with any published records retention or destruction policies and schedules, provided that all officers, directors, and employees should note the following general exception to any stated destruction schedule: If you believe, or the UGOG, LLC informs you, that corporate records are relevant to litigation, or potential litigation (i.e. a dispute that could result in litigation), then you must preserve those records until it is determined that the records are no longer needed. That exception supersedes any previously or subsequently established destruction schedule for those records.
Section 3. Minimum Retention Periods for Specific Categories
(a) Corporate Documents. Corporate records include the corporation’s Articles of Incorporation, By-Laws and IRS Form 1023 and Application for Exemption. Corporate records should be retained permanently. IRS regulations require that the Form 1023 be available for public inspection upon request.
(b) Tax Records. Tax records include, but may not be limited to, documents concerning payroll, expenses, proof of contributions made by donors, accounting procedures, and other documents concerning the corporation’s revenues. Tax records should be retained for at least seven years from the date of filing the applicable return.
(c) Employment Records/Personnel Records. State and federal statutes require the corporation to keep certain recruitment, employment and personnel information. The corporation should also keep personnel files that reflect performance reviews and any complaints brought against the corporation or individual employees under applicable state and federal statutes. The corporation should also keep in the employee's personnel file all final memoranda and correspondence reflecting performance reviews and actions taken by or against personnel. Employment applications should be retained for three years. Retirement and pension records should be kept permanently. Other employment and personnel records should be retained for seven years.
(d) Board and Board Committee Materials. Meeting minutes should be retained in perpetuity in the corporation’s minute book. A clean copy of all other Board and Board Committee materials should be kept for no less than three years by the corporation.
(e) Press Releases/Public Filings. The corporation should retain permanent copies of all press releases and publicly filed documents under the theory that the corporation should have its own copy to test the accuracy of any document a member of the public can theoretically produce against the corporation.
(f) Legal Files. Legal counsel should be consulted to determine the retention period of particular documents, but legal documents should generally be maintained for a period of ten years.
(g) Marketing and Sales Documents. The corporation should keep final copies of marketing and sales documents for the same period of time it keeps other corporate files, generally three years. An exception to the three-year policy may be sales invoices, contracts, leases, licenses, and other legal documentation. These documents should be kept for at least three years beyond the life of the agreement.
(h) Development/Intellectual Property and Trade Secrets. Development documents are often subject to intellectual property protection in their final form (e.g., patents and copyrights). The documents detailing the development process are often also of value to the corporation and are protected as a trade secret where the corporation:
(i) derives independent economic value from the secrecy of the information; and
(ii) has taken affirmative steps to keep the information confidential.
The corporation should keep all documents designated as containing trade secret information for at least the life of the trade secret.
(i) Contracts. Final, execution copies of all contracts entered into by the corporation should be retained. The corporation should retain copies of the final contracts for at least three years beyond the life of the agreement, and longer in the case of publicly filed contracts.
(j) Correspondence. Unless correspondence falls under another category listed elsewhere in this policy, correspondence should generally be saved for two years.
(k) Banking and Accounting. Accounts payable ledgers and schedules should be kept for seven years. Bank reconciliations, bank statements, deposit slips and checks (unless for important payments and purchases) should be kept for three years. Any inventories of products, materials, and supplies and any invoices should be kept for seven years.
(l) Insurance. Expired insurance policies, insurance records, accident reports, claims, etc. should be kept permanently.
(m) Audit Records. External audit reports should be kept permanently. Internal audit reports should be kept for three years.
Section 4. Electronic Mail. E-mail that needs to be saved should be either:
(i) printed in hard copy and kept in the appropriate file; or
(ii) downloaded to a computer file and kept electronically or on disk as a separate file. The retention period depends upon the subject matter of the e-mail, as covered elsewhere in this policy.
Transparency and Accountability
Disclosure of Financial Information With The General Public
By making full and accurate information about its mission, activities, finances, and governance publicly available, UGOG, LLC practices and encourages transparency and accountability to the general public. This policy will:
(a) indicate which documents and materials produced by the corporation are presumptively open to staff and/or the public
(b) indicate which documents and materials produced by the corporation are presumptively closed to staff and/or the public
(c) specify the procedures whereby the open/closed status of documents and materials can be altered.
The details of this policy are as follow:
11.02 Financial and IRS documents (The form 1023 and the form 990)
UGOG shall provide its Internal Revenue forms 990, 990-T, 1023 and 5227, bylaws, conflict of interest policy, and financial statements to the general public for inspection free of charge.
11.03 Means and Conditions of Disclosure
UGOG shall make “Widely Available” the aforementioned documents on its internet website: www.ugog.org to be viewed and inspected by the general public.
(a) The documents shall be posted in a format that allows an individual using the Internet to access, download, view and print them in a manner that exactly reproduces the image of the original document filed with the IRS (except information exempt from public disclosure requirements, such as contributor lists).
(b) The website shall clearly inform readers that the document is available and provide instructions for downloading it.
(c) UGOG shall not charge a fee for downloading the information. Documents shall not be posted in a format that would require special computer hardware or software (other than software readily available to the public free of charge).
(d) UGOG shall inform anyone requesting the information where this information can be found, including the web address. This information must be provided immediately for in-person requests and within 7 days for mailed requests.
11.04 IRS Annual Information Returns (Form 990)
UGOG shall submit the Form 990 to its board of directors prior to the filing of the Form 990. While neither the approval of the Form 990 or a review of the 990 is required under Federal law, the corporation’s Form 990 shall be submitted to each member of the board of director’s via (hard copy or email) at least 10 days before the Form 990 is filed with the IRS.
(a) All board deliberations shall be open to the public except where the board passes a motion to make any specific portion confidential.
(b) All board minutes shall be open to the public once accepted by the board, except where the board passes a motion to make any specific portion confidential.
(c) All papers and materials considered by the board shall be open to the public following the meeting at which they are considered, except where the board passes a motion to make any specific paper or material confidential.
11.06 Staff Records
(a) All staff records shall be available for consultation by the staff member concerned or by their legal representatives.
(b) No staff records shall be made available to any person outside the corporation except the authorized governmental agencies.
(c) Within the corporation, staff records shall be made available only to those persons with managerial or personnel responsibilities for that staff member, except that
(d) Staff records shall be made available to the board when requested.
11.07 Donor Records
(a) All donor records shall be available for consultation by the members and donors concerned or by their legal representatives.
(b) No donor records shall be made available to any other person outside the corporation except the authorized governmental agencies.
(c) Within the corporation, donor records shall be made available only to those persons with managerial or personnel responsibilities for dealing with those donors, except that ;
(d) donor records shall be made available to the board when requested.
CODES OF ETHICS AND WHISTLEBLOWER POLICY
UGOG requires and encourages directors, officers and employees to observe and practice high standards of business and personal ethics in the conduct of their duties and responsibilities. The employees and representatives of the corporation must practice honesty and integrity in fulfilling their responsibilities and comply with all applicable laws and regulations. It is the intent of UGOG to adhere to all laws and regulations that apply to the corporation and the underlying purpose of this policy is to support the corporation’s goal of legal compliance. The support of all corporate staff is necessary to achieving compliance with various laws and regulations.
12.02 Reporting Violations
If any director, officer, staff or employee reasonably believes that some policy, practice, or activity of UGOG is in violation of law, a written complaint must be filed by that person with the vice president or the board president.
12.03 Acting in Good Faith
Anyone filing a complaint concerning a violation or suspected violation of the Code must be acting in good faith and have reasonable grounds for believing the information disclosed indicates a violation of the Code. Any allegations that prove not to be substantiated and which prove to have been made maliciously or knowingly to be false shall be viewed as a serious disciplinary offense.
Said person is protected from retaliation only if she/he brings the alleged unlawful activity, policy, or practice to the attention of UGOG and provides the UGOG with a reasonable opportunity to investigate and correct the alleged unlawful activity. The protection described below is only available to individuals that comply with this requirement.
UGOG shall not retaliate against any director, officer, staff or employee who in good faith, has made a protest or raised a complaint against some practice of UGOG or of another individual or entity with whom UGOG has a business relationship, on the basis of a reasonable belief that the practice is in violation of law, or a clear mandate of public policy.
UGOG shall not retaliate against any director, officer, staff or employee who disclose or threaten to disclose to a supervisor or a public body, any activity, policy, or practice of UGOG that the individual reasonably believes is in violation of a law, or a rule, or regulation mandated pursuant to law or is in violation of a clear mandate of public policy concerning the health, safety, welfare, or protection of the environment.
Violations or suspected violations may be submitted on a confidential basis by the complainant or may be submitted anonymously. Reports of violations or suspected violations shall be kept confidential to the extent possible, consistent with the need to conduct an adequate investigation.
12.06 Handling of Reported Violations
The board president or vice president shall notify the sender and acknowledge receipt of the reported violation or suspected violation within five business days. All reports shall be promptly investigated by the board and its appointed committee and appropriate corrective action shall be taken if warranted by the investigation.
This policy shall be made available to all directors, officers, staffs or employees and they shall have the opportunity to ask questions about the policy.
AMENDMENT OF Articles of Incorporation
Any amendment to the Articles of Incorporation may be adopted by approval of two-thirds (2/3) of the board of directors.
CERTIFICATE OF ADOPTION OF BYLAWS
I do hereby certify that the above stated Bylaws of UGOG were approved by the UGOG board of directors on 02/01/2014 and constitute a complete copy of the Bylaws of the corporation.
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