Bylaws

Bylaws of

THE EXPECTATION GAPS, INC.

ARTICLE I. NAME OF ORGANIZATION

The name of the Organization is The Expectation Gaps, Inc.

ARTICLE II. CORPORATE PURPOSE

Section 1. Nonprofit Purpose

The Organization is organized exclusively for charitable and 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 section of any future Federal tax code.

Section 2. Specific Purpose

The Expectation Gaps exists to help anyone, who is willing to examine the expectations that are holding them back, realize their full potential.

The specific objectives and purpose of the Organization will be:

1. to provide users/members with educational materials, primarily, but not solely, through the Organization’s website (the Site) (www.theexpectationgaps.com).  Educational materials will focus on, but are not limited to, two main themes:
   • Exploring divisive issues and the underlying expectations.
   • Identifying the expectations one is willing to live by.
2. to provide a supportive community that allows for member collaboration.
3. to support exempt organizations with similar ideals.
4. to carry out any other Board approved activities that further the Organization’s mission.

ARTICLE III. MEMBERSHIP

Section 1. Eligibility for Membership

There are no stated eligibility requirements for one to become a member of the Organization.  However, the Board reserves the right to deny membership to any individual who is not in compliance with the Site’s Terms and Conditions.  (The Site’s Terms and Conditions are available to the public through the Site. www.theexpectationgaps.com)

Section 2. Membership Fees

Current membership tiers and the related fees can be found on the Organization’s Site.  These tiers and fees are subject to change at any time with Board approval, and members will receive at least 30 days notice of said changes.  Continued membership is contingent upon being current on membership fee payments.

Section 3. Rights of Membership

Current membership tiers, which outline the rights of membership, can be found on the Organization’s Site. Members shall have no voting rights, with one exception.  Certain members, as defined by the membership tiers, will have the right to cast one vote to choose donee organizations from a pool of donee organizations approved by the Board.

Section 4. Cancellation and Termination

Any member may cancel their membership at any time via the Site or e-mail.  The member’s membership will be cancelled on the first day of the month following his/her cancellation request.  The Board reserves the right to terminate any member’s membership if the member is not in compliance with the Site’s Terms and Conditions.  (The Site’s Terms and Conditions are available to the public through the Site.)

ARTICLE IV. BOARD OF DIRECTORS

Section 1. General Powers

The affairs of the Organization shall be managed by its Board of Directors (the Board).  The Board shall have control of and be responsible for the management of the affairs and property of the Organization.

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, including the following officers: President, Treasurer, and Secretary.

The members of the Board 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 must be approved by a unanimous vote of the Executive Committee and a majority vote of the Advisory Council members present and voting.  No vote on new members of the Board shall be held unless a quorum of the Board is present as provided in Section 5 of this Article.

Section 3. Regular and Annual Meetings

An annual meeting of the Board shall be held at a time and day in the month of November of each calendar year and at a location designated by the Executive Committee.  The Board may provide, by resolution, the time and place for the holding of regular meetings of the Board.  Notice of these meetings shall be sent to all members of the Board no less than 10 days prior to the meeting date.

Section 4. Special Meetings

Special meetings of the Board may be called by or at the request of  any member of the Executive Committee.  The persons authorized to call special meetings may fix any location as the place for holding any special meeting of the Board called by them.  Notice of any special meetings shall be given at least two days in advance of the meeting by telephone or electronic methods.

Section 5. Quorum

The presence, in person, of a majority of current members of the Board 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 present at a meeting at which a quorum is present shall be the act of the Board, unless the act of a greater number is required by law or by these bylaws.

Section 6. Vacancies

Whenever any vacancy occurs in the Board it shall be filled without undue delay by a majority vote of the remaining members of the Board at a regular meeting.  Vacancies may be created and filled according to specific methods approved by the Board.

Section 7. Compensation

Members of the Board shall not receive any compensation for their services as Directors.

Section 8. 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.  For purposes of this Section, e-mail communication is considered to be “in writing.”

Section 9. Advisory Council

An Advisory Council may be created whose members shall have no duties or obligations for attendance at regular meetings of the Board.  Advisory Council members may attend said meetings at the invitation of a member of the Board or the Executive Director.  Members of the Advisory Council shall possess the desire to serve the community and support the work of the Organization by providing expertise and professional knowledge.

Section 10. Parliamentary Procedure

Any question concerning parliamentary procedure at meetings shall be determined by the President by reference to Robert’s Rules of Order.

Section 11. Removal.

Any member of the Board or of the Advisory Council may be removed with or without cause, at any time, by vote of two-thirds (2/3) of the members of the Board if, in their judgment, the best interest of the Organization would be served thereby.  Each member of the Board must receive written notice of the proposed removal at least 10 days in advance of the proposed action.  An officer who has been removed as a member of the Board shall automatically be removed from office.

ARTICLE V. OFFICERS

The officers of this Board shall be the President, Treasurer, and Secretary and shall be collectively referred to as the Executive Committee.

Section 1. President

The President shall have the following duties:

1. He/She shall preside at all meetings of the Executive Committee.
2. He/She shall have general management of the business of the Advisory Council.
3. He/She shall have general superintendence of the Executive Director’s duties as defined in Article VII.
4. He/She shall have general superintendence and direction of all other officers of this Organization and see that their duties are properly performed.
5. 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 President.

Section 2. Treasurer

The Treasurer shall have the following duties:

1. He/She shall review quarterly financial reports, submitted to him/her by the Executive Director, for accuracy, reasonableness, and compliance with any budget requirements.  Should he/she identify any areas of concern as a result of these reviews, he/she shall have the responsibility to notify the President of his/her findings.
2. He/She shall have the right of inspection of any and all funds of the Organization.
3. He/She may be called on to assist in audits that may be required by funding source guidelines in accordance with accounting principles generally accepted in the United States of America.
4. He/She will also fill the role of vice president and shall assist the President and carry out the President’s duties in his/her absence or inability to serve.
5. He/She shall perform such other duties as may be prescribed by the Executive Committee or the President, under whose supervision he/she shall be.

Section 3. Secretary

The Secretary shall have the following duties:

1. He/She shall attend the annual meeting and all meetings of the Executive Committee and will act as a clerk thereof.
2. He/She shall record the votes for all motions submitted for approval and minutes of all actions discussed.
3. Assisted by the Executive Director, he/she shall send notices of all meetings and shall take reservations for the meetings.
4. He/She shall perform such other duties as may be prescribed by the Executive Committee or the President, under whose supervision he/she shall be.

Section 4. Election of Officers

Any member of the Executive Committee, Advisory Council, or the Executive Director may make officer nominations by notifying the President or Secretary at least two weeks prior to the annual meeting.  Nominations will be included in the agenda of the annual meeting to be sent to the Executive Committee and Advisory Council at least one week prior to the annual meeting. The election shall be held at the annual meeting. Those officers elected shall serve a term of one year, commencing immediately upon election.  There shall be no limit as to the number of terms an officer may serve.

Section 5. Removal of Officer

Should it become necessary to remove an officer, a special meeting shall be held and must be attended by all members of the Executive Committee and Advisory Council. Any member of the Executive Committee or Advisory Council may call this meeting and may fix any location as the place for holding the meeting.  Notice of this meeting shall be given at least two days in advance of the meeting by telephone or electronic methods.

With the concurrence of three-fourths (3/4) of the members voting at the meeting, the officer may be removed, and a successor may be elected.  No officer shall be expelled without being given an opportunity to be heard, and notice of such motion of expulsion, setting forth the reasons for such expulsion, shall be given to the officer in writing at least 20 days prior to the meeting at which the motion shall be presented.  Notifying the officer in question will be the responsibility of the member submitting the motion of expulsion.

Section 6. Vacancies

Any member of the Executive Committee, the Advisory Council, or the Executive Director may nominate persons to fill vacancies that occur between annual meetings, including those of officers.  Nominations shall be sent to members of the Executive Committee and Advisory Council via e-mail, and voting may occur via e-mail.  Every effort shall be made to fill the vacancy within two weeks.

ARTICLE VI. COMMITTEES

Section 1. Committee Formation

The Board may create committees and appoint committee chairs as needed.

Section 2. Executive Committee

The three officers serve as the members of the Executive Committee. Except for the power to amend the Articles of Incorporation and Bylaws, the Executive Committee shall have all the powers and authority of the Board in the intervals between meetings of the Board and is subject to the direction and control of the full Board.

ARTICLE VII. CORPORATE STAFF

Section 1. Executive Director

The Board shall hire an Executive Director who shall serve at the will of the Board.  The Executive Director shall have immediate and overall supervision of the operations of the Organization, shall direct the day-to-day business of the Organization, maintain the properties of the Organization, hire, discharge, and determine the salaries and other compensation of all staff members under the Executive Director’s supervision, and perform such additional duties as may be directed by the Executive Committee or the Board.  No officer, Executive Committee member or member of the Board may individually instruct the Executive Director or any other employee.  The Executive Director shall make such reports at the Board and Executive Committee meetings as shall be required by the President or the Board.  The Executive Director shall be an ad-hoc member of all committees.

The Executive Director may not be related by blood or marriage/domestic partnership within the second degree of consanguinity or affinity to any member of the Board.  The Executive Director may be hired at any meeting of the Board by unanimous vote of the Executive Committee and a majority vote of the Advisory Council members present and voting.  Any member of the Advisory Council related by blood or marriage/domestic partnership within the second degree of consanguinity or affinity must abstain from voting.

The Executive Director shall serve until removed by the Board by unanimous vote of the Executive Committee and a majority vote of the Advisory Council members present and voting.  Any member of the Advisory Council related by blood or marriage/domestic partnership within the second degree of consanguinity or affinity must abstain from voting.  Such removal may be with or without cause.  Nothing herein shall confer any compensation or other rights on any Executive Director, who shall remain an employee terminable at will, as provided in this Section.

ARTICLE VIII. CONFLICT OF INTEREST AND COMPENSATION

Section 1. Purpose

The purpose of this conflict of interest policy is to protect the Organization’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 Organization or might result in a possible excess benefit transaction. This policy is intended to supplement, but not replace, any applicable state and federal laws governing conflict of interest applicable to nonprofit and charitable organizations.

Section 2. Definitions

1. 1. Interested Person
      Any director, 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. Financial Interest
      A person has a financial interest if the person has, directly or indirectly, through business, investment, or family:

1. • An ownership or investment interest in any entity with which the Organization has a transaction or arrangement,
   • A compensation arrangement with the Organization or with any entity or individual with which the Organization has a transaction or arrangement, or
   • A potential ownership or investment interest in, or compensation arrangement with, any entity or individual with which the Organization 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 Section 3 of this Article, 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.

Section 3. Procedures

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.
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. Procedures for Addressing the Conflict of Interest
   • 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.
   • The President shall, if appropriate, appoint a disinterested person or committee to investigate alternatives to the proposed transaction or arrangement.
   • After exercising due diligence, the governing board or committee shall determine whether the Organization 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.
   • 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 Organization’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.
4. Violations of the Conflict of Interest Policy
   • 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.
   • 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.

 Section 4. Records of Proceedings

The minutes of the governing board and all committees with board delegated powers shall contain:

1. 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.
2. 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.

Section 5. Compensation

1. Compensation of the Organization’s executives, specifically the Executive Director, shall be approved by a unanimous vote of the Executive Committee and shall be approved in accordance with the Rebuttable Presumption of Reasonable Compensation conditions prescribed by the IRS under Regulations section 53.4958-6.
2. A voting member of the governing board who receives compensation, directly or indirectly, from the Organization for services is precluded from voting on matters pertaining to that member’s compensation.
3. A voting member of any committee whose jurisdiction includes compensation matters and who receives compensation, directly or indirectly, from the Organization for services is precluded from voting on matters pertaining to that member’s compensation.
4. No voting member of the governing board or any committee whose jurisdiction includes compensation matters and who receives compensation, directly or indirectly, from the Organization, either individually or collectively, is prohibited from providing information to any committee regarding compensation.

Section 6. Annual Statements

Each director, officer and member of a committee with governing board delegated powers shall annually sign a statement to affirm that such person:

1. Has received a copy of the conflict of interest policy,
2. Has read and understands the policy,
3. Has agreed to comply with the policy, and
4. Understands that the Organization 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.

Section 7. Periodic Reviews

To ensure that the Organization operates in a manner consistent with its charitable purpose 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:

1. Whether compensation arrangements and benefits are reasonable, based on competent survey information, and the result of arm’s length bargaining.
2. Whether partnerships, joint ventures, and arrangements with management organizations conform to the Organization’s written policies, are properly recorded, reflect reasonable investment or payments for goods and services, further charitable purposes and do not result in inurement, impermissible private benefit or in an excess benefit transaction.

Section 8. Use of Outside Experts

When conducting the periodic reviews as provided for in this Article, the Organization 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.

ARTICLE IX. INDEMNIFICATION

Section 1. General

To the full extent authorized under the laws of the State of Michigan, the Organization shall indemnify any director, officer, employee, or agent, or former member, director, officer, employee, or agent of the Organization (“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, 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 Organization in advance of the final disposition of such action, suit, or proceeding, if authorized by the Board, 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 Organization 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 Organization would have the power or obligation to indemnify such person against such liability under this Article.

ARTICLE X. BOOKS AND RECORDS

The Organization shall keep complete books and records of account and minutes of the proceedings of the Board.

ARTICLE XI. AMENDMENTS

Section 1. Articles of Incorporation

The Articles of Incorporation may be amended in any manner at any regular or special meeting of the Board, 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 or by e-mail or at least five days if delivered by mail. All amendments of the Articles shall require the affirmative vote of all members of the Executive Committee and an absolute majority vote of the other directors then in office.

Section 2. Bylaws

The Board may amend these Bylaws by affirmative vote of all members of the Executive Committee and an absolute majority vote of the other directors then in office 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 11 preceding pages, as the Bylaws of this corporation.

ADOPTED AND APPROVED by the Board of Directors on this ____ day of ____, 2019.

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Renae VanderLind, President

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Angela Trout, Treasurer

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Amanda Stanhope, Incorporator

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ATTEST: Matthew Bain, Secretary