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:
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:
Section 2. Treasurer
The Treasurer shall have the following duties:
Section 3. Secretary
The Secretary shall have the following duties:
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
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
Section 4. Records of Proceedings
The minutes of the governing board and all committees with board delegated powers shall contain:
Section 5. 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:
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:
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.
Renae VanderLind, President
Angela Trout, Treasurer
Amanda Stanhope, Incorporator
ATTEST: Matthew Bain, Secretary