ARTICLE I - NAME
The name of this Corporation shall be Inspiration Alcona, Inc., hereinafter referred to as the Corporation.
ARTICLE II - PURPOSE
Section 1
Mission Statement
We build cultural opportunities in Alcona County to make our county a destination and home for creative people of all kinds.
Section 2
Philosophy
Inspiration Alcona, Inc. is committed to the premise that the natural beauty of the area will serve as a perfect backdrop for those wishing to engage in creative pursuits. By utilizing what the community has to offer by way of natural beauty and inspiration, to host educational seminars, workshops and other events of various types so that people who wish to engage in those pursuits will be drawn to the area and will thereby enhance and revitalize the economic vitality of the community.
Section 3
Board of Directors
Purpose The Board of Directors shall be the policymaking governance body of the Corporation. Board members will be elected and serve on a volunteer basis. All business transacted by the Board shall be by a majority vote after a quorum is established.
Mission Statement
We build cultural opportunities in Alcona County to make our county a destination and home for creative people of all kinds.
Section 2
Philosophy
Inspiration Alcona, Inc. is committed to the premise that the natural beauty of the area will serve as a perfect backdrop for those wishing to engage in creative pursuits. By utilizing what the community has to offer by way of natural beauty and inspiration, to host educational seminars, workshops and other events of various types so that people who wish to engage in those pursuits will be drawn to the area and will thereby enhance and revitalize the economic vitality of the community.
Section 3
Board of Directors
Purpose The Board of Directors shall be the policymaking governance body of the Corporation. Board members will be elected and serve on a volunteer basis. All business transacted by the Board shall be by a majority vote after a quorum is established.
ARTICLE III - MEMBERSHIP
Section 1
The number of the Board of Directors shall be set at a maximum of twelve and a minimum of five.
Section 2
If the Board consists of its full membership of twelve members, the Board members’ terms shall not exceed six years. If the Board does not consist of full membership, then the Board members may serve an unlimited term until the Board reaches a membership of twelve, at which time term limits will become active. Terms will normally begin on the date the Board member is elected to the Board.
Section 3
The Board of Directors shall have the power to fill vacancies in its own membership by application of the potential member and a vote of the Board after review of that application.
Section 4
Should a Board member fail to attend three consecutive Board meetings and his/her absence is unexcused, the Board shall have the option of removing said person from the Board by a two-thirds vote of Board members at a duly called meeting.
Section 5
Immediately following the third consecutive unexcused absence, the Board President shall send a letter to said person indicating that they may be removed from the Board at the following meeting. The letter will indicate the date and time of the next meeting and whom to contact if there are any questions.
Section 6
Each board member shall make a monetary contribution(minimum $1) each fiscal year.
The number of the Board of Directors shall be set at a maximum of twelve and a minimum of five.
Section 2
If the Board consists of its full membership of twelve members, the Board members’ terms shall not exceed six years. If the Board does not consist of full membership, then the Board members may serve an unlimited term until the Board reaches a membership of twelve, at which time term limits will become active. Terms will normally begin on the date the Board member is elected to the Board.
Section 3
The Board of Directors shall have the power to fill vacancies in its own membership by application of the potential member and a vote of the Board after review of that application.
Section 4
Should a Board member fail to attend three consecutive Board meetings and his/her absence is unexcused, the Board shall have the option of removing said person from the Board by a two-thirds vote of Board members at a duly called meeting.
Section 5
Immediately following the third consecutive unexcused absence, the Board President shall send a letter to said person indicating that they may be removed from the Board at the following meeting. The letter will indicate the date and time of the next meeting and whom to contact if there are any questions.
Section 6
Each board member shall make a monetary contribution(minimum $1) each fiscal year.
ARTICLE IV - VOTING
Section 1
Each member shall have one vote. Matters brought before the Board by motion shall be determined by a majority vote of the Board members. A quorum will be required before a vote on any matter can be taken.
Section 2
A quorum requires at least one more than half of the active Board members to be present, two of whom must be officers.
Section 3
Email votes may be taken on matters between monthly meeting when timeliness is an issue. To pass, any email vote requires a majority of the entire board.
Each member shall have one vote. Matters brought before the Board by motion shall be determined by a majority vote of the Board members. A quorum will be required before a vote on any matter can be taken.
Section 2
A quorum requires at least one more than half of the active Board members to be present, two of whom must be officers.
Section 3
Email votes may be taken on matters between monthly meeting when timeliness is an issue. To pass, any email vote requires a majority of the entire board.
ARTICLE V - OFFICERS
Section 1
The officers shall be President, Vice-president, Secretary and Treasurer.
Section 2
These officers shall be elected in even-numbered years to serve for a term of two years. Officers may be reelected indefinitely.
Section 3
The President shall be the Chief Executive Officer of the Corporation and shall oversee the institution of policy and the application of policy, and the administration of the affairs of the Corporation by the Executive Director (if and when one is hired) and is authorized to sign contracts.
Section 4
The Vice-President shall perform general administrative functions of the Board as may be prescribed by the President and shall preside over meetings upon occasion or in the President's absence, and shall be authorized to sign contracts as prescribed by the President.
Section 5
The Secretary shall keep and maintain an accurate record of each meeting and make them available to all other Board members and any grant/funding agencies upon request and approval of the Board.
Section 6
The Treasurer shall maintain the finances of the corporation including all donations, expenditures and banking records and shall keep and maintain a true and accurate record of all such events and shall provide to the Board a monthly financial statement of the corporations as well as providing such information to grant/funding agencies upon request and approval of the Board.
Section 7
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 the 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.
The officers shall be President, Vice-president, Secretary and Treasurer.
Section 2
These officers shall be elected in even-numbered years to serve for a term of two years. Officers may be reelected indefinitely.
Section 3
The President shall be the Chief Executive Officer of the Corporation and shall oversee the institution of policy and the application of policy, and the administration of the affairs of the Corporation by the Executive Director (if and when one is hired) and is authorized to sign contracts.
Section 4
The Vice-President shall perform general administrative functions of the Board as may be prescribed by the President and shall preside over meetings upon occasion or in the President's absence, and shall be authorized to sign contracts as prescribed by the President.
Section 5
The Secretary shall keep and maintain an accurate record of each meeting and make them available to all other Board members and any grant/funding agencies upon request and approval of the Board.
Section 6
The Treasurer shall maintain the finances of the corporation including all donations, expenditures and banking records and shall keep and maintain a true and accurate record of all such events and shall provide to the Board a monthly financial statement of the corporations as well as providing such information to grant/funding agencies upon request and approval of the Board.
Section 7
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 the 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.
ARTICLE VI - COMMITTEES
Section 1
There may be an Executive Committee comprised of officers and one additional member chosen by the Board of Directors. The elected president of the Corporation leaving the term of office of President shall remain on the Executive Committee ex-officio, as a nonvoting member. This committee shall have the power to transact business requiring immediate action between regular meetings of the Board.
Section 2
Other committees shall be formed as needed by the President with the approval of the Board. The President shall also designate the chairman and outline duties.
Section 3
Other committees shall file with the Board a written report to be incorporated into the minutes of the Board. Standing or other long-term committees shall file such a report annually. Ad-hoc committees shall file when they have completed their tasks.
There may be an Executive Committee comprised of officers and one additional member chosen by the Board of Directors. The elected president of the Corporation leaving the term of office of President shall remain on the Executive Committee ex-officio, as a nonvoting member. This committee shall have the power to transact business requiring immediate action between regular meetings of the Board.
Section 2
Other committees shall be formed as needed by the President with the approval of the Board. The President shall also designate the chairman and outline duties.
Section 3
Other committees shall file with the Board a written report to be incorporated into the minutes of the Board. Standing or other long-term committees shall file such a report annually. Ad-hoc committees shall file when they have completed their tasks.
ARTICLE VII - MEETINGS
Section 1
The annual meeting of the Corporation shall be held within 90 days of the end of the fiscal year (unless rescheduling is deemed necessary) for the purpose of electing officers (in even-numbered years) and transacting such other business as may lawfully come before the Board. The budget for the next 12 months shall be approved at the annual meeting if such approval has not been done in advance.
Section 2
The Board shall meet monthly. Additional meetings may be called as needed to conduct the business of the Corporation. The president may cancel monthly meetings if there is no pressing business to conduct.
The annual meeting of the Corporation shall be held within 90 days of the end of the fiscal year (unless rescheduling is deemed necessary) for the purpose of electing officers (in even-numbered years) and transacting such other business as may lawfully come before the Board. The budget for the next 12 months shall be approved at the annual meeting if such approval has not been done in advance.
Section 2
The Board shall meet monthly. Additional meetings may be called as needed to conduct the business of the Corporation. The president may cancel monthly meetings if there is no pressing business to conduct.
ARTICLE VIII - FINANCES
Section 1
The Corporation fiscal year shall begin January 1 and end December 31.
Section 2 - Contracts, checks, loans, indemnification and related matters
A. 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.
B. 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.
C. Deposits
All funds of the corporation not otherwise employed shall be deposited within 14 days from receipt 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.
D. Loans
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.
E. Indemnification
The Corporation fiscal year shall begin January 1 and end December 31.
Section 2 - Contracts, checks, loans, indemnification and related matters
A. 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.
B. 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.
C. Deposits
All funds of the corporation not otherwise employed shall be deposited within 14 days from receipt 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.
D. Loans
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.
E. Indemnification
- 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.
- 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 law and payment has been authorized in the manner prescribed by law.
- Advance for Expenses. Expenses incurred in defending a civil or criminal action, suit or proceeding maybe 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.
- 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 Michigan 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.
ARTICLE IX - PROCEDURE
Section 1
Roberts Rules of Order shall be the final authority at the meetings of the Board of Directors and the Executive Committee.
Section 2
These By-Laws may be amended, repealed or new By-Laws may be adopted by the affirmative vote of a majority of the Board of Directors then in office at the regular or a special meeting of the Board.
Section 3
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 vote of a quorum of Directors at a regular Board meeting.
C. That all amendments be consistent with the Articles of Incorporation.
Roberts Rules of Order shall be the final authority at the meetings of the Board of Directors and the Executive Committee.
Section 2
These By-Laws may be amended, repealed or new By-Laws may be adopted by the affirmative vote of a majority of the Board of Directors then in office at the regular or a special meeting of the Board.
Section 3
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 vote of a quorum of Directors at a regular Board meeting.
C. That all amendments be consistent with the Articles of Incorporation.
ARTICLE X - DISSOLUTION
Section 1
After giving written notice to all Board members ten days prior to the meeting, the Corporation may be voluntarily dissolved upon a two-thirds vote of the total active Board members.
Section 2
Upon the dissolution of the Corporation, the Board shall, after paying or making provisions for the payment of the liabilities of the Corporation, dispose of all the assets of the Corporation to one or more tax-exempt organizations which are devoted to similar interests and purposes of Inspiration Alcona, Inc. and in accordance with the current laws of the State of Michigan.
After giving written notice to all Board members ten days prior to the meeting, the Corporation may be voluntarily dissolved upon a two-thirds vote of the total active Board members.
Section 2
Upon the dissolution of the Corporation, the Board shall, after paying or making provisions for the payment of the liabilities of the Corporation, dispose of all the assets of the Corporation to one or more tax-exempt organizations which are devoted to similar interests and purposes of Inspiration Alcona, Inc. and in accordance with the current laws of the State of Michigan.
ARTICLE XI - NON-DISCRIMINATION
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 Inspiration Alcona, Inc., 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.
ARTICLE XII - Conflict of Interest Policy
Section I
Purpose
The purpose of the conflict of interest policy is to protect Inspiration Alcona, Inc.'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. 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
A. 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.
B. Financial Interest. A person has a financial interest if the person has, directly or indirectly, through business, investment, or family:
Section 3
Procedures
Financial/Political Interests
Duty to Disclose
In connection with any actual or possible conflict of interest, an interested person must disclose the existence of the financial and/or political interest and be given the opportunity to disclose all material facts to the Board and members of committees with governing Board delegated powers considering the proposed transaction or arrangement. A person has a financial and/or political interest if the person has, directly or indirectly, through business, investment, professional appointment, election, affiliation or family:
Section 4
Determining Whether a Conflict of Interest Exists
After disclosure of the financial and/or political 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.
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.
Section 5
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.
Section 6
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.
Section 7
Compensational
A. A voting member of the governing Board who receives compensation, directly or indirectly, from Inspiration Alcona, Inc. for services is precluded from voting on matters pertaining to that member's compensation.
B. A voting member of any committee whose jurisdiction includes compensation matters and who receives compensation, directly or indirectly, from Inspiration Alcona, Inc. for services is precluded from voting on matters pertaining to that member's compensation.
Section 8
Annual Statements
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
D. Understands Inspiration Alcona, Inc. is non-profit organization 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 9
Periodic Reviews
To ensure Inspiration Alcona, Inc. operates in a manner consistent with non-profit 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 organizations 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.
Section 10
Use of Outside Experts
When conducting the periodic reviews as provided for in Section 9 above, 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. The State of Michigan has adopted legislation satisfying the requirements of section 508(e) relating to private foundation governing instruments. Information derived from Revenue Ruling 75-38, 1975-1 C.B. 161 with respect to trusts that are private foundations except for such private foundations which file a notice of inconsistency under Michigan law.
Purpose
The purpose of the conflict of interest policy is to protect Inspiration Alcona, Inc.'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. 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
A. 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.
B. Financial Interest. A person has a financial interest if the person has, directly or indirectly, through business, investment, or family:
- An ownership or investment interest in any entity with which Inspiration Alcona, Inc. has a transaction or arrangement,
- A compensation arrangement with Inspiration Alcona, Inc. or with any entity or individual with which the Corporation has a transaction or arrangement, or
- A potential ownership or investment interest in, or compensation arrangement with, any entity or individual with which Inspiration Alcona, Inc. is negotiating a transaction or arrangement.
Section 3
Procedures
Financial/Political Interests
Duty to Disclose
In connection with any actual or possible conflict of interest, an interested person must disclose the existence of the financial and/or political interest and be given the opportunity to disclose all material facts to the Board and members of committees with governing Board delegated powers considering the proposed transaction or arrangement. A person has a financial and/or political interest if the person has, directly or indirectly, through business, investment, professional appointment, election, affiliation or family:
- A potential ownership or investment interest in, or compensation arrangement with, any entity or individual with which Inspiration Alcona, Inc. is negotiating a transaction or arrangement; a compensation arrangement with Inspiration Alcona, Inc. or with any entity or individual with which the Corporation has a transaction or arrangement, or an ownership or investment interest or a professional appointment, political elected official or other political affiliation in any entity with which Inspiration Alcona, Inc. has a transaction or arrangement.
- Compensation includes direct and indirect remuneration as well as gifts or favors that are not insubstantial. A financial and/or political interest is not necessarily a conflict of interest. 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 4
Determining Whether a Conflict of Interest Exists
After disclosure of the financial and/or political 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.
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.
Section 5
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.
Section 6
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.
Section 7
Compensational
A. A voting member of the governing Board who receives compensation, directly or indirectly, from Inspiration Alcona, Inc. for services is precluded from voting on matters pertaining to that member's compensation.
B. A voting member of any committee whose jurisdiction includes compensation matters and who receives compensation, directly or indirectly, from Inspiration Alcona, Inc. for services is precluded from voting on matters pertaining to that member's compensation.
Section 8
Annual Statements
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
D. Understands Inspiration Alcona, Inc. is non-profit organization 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 9
Periodic Reviews
To ensure Inspiration Alcona, Inc. operates in a manner consistent with non-profit 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 organizations 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.
Section 10
Use of Outside Experts
When conducting the periodic reviews as provided for in Section 9 above, 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. The State of Michigan has adopted legislation satisfying the requirements of section 508(e) relating to private foundation governing instruments. Information derived from Revenue Ruling 75-38, 1975-1 C.B. 161 with respect to trusts that are private foundations except for such private foundations which file a notice of inconsistency under Michigan law.
ARTICLE XIII - DOCUMENT RETENTION POLICY
Purpose
The purpose of thisdocument retention policy is establishing standards for document integrity, retention, and destruction and to promote the proper treatment of Inspiration Alcona, Inc. records.
Policy
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, Inspiration Alcona, Inc. 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. Towards the end of each year, Inspiration Alcona, Inc. will gather electronic copies of committee reports, financial reports, minutes of the Board of Directors meetings, scanned correspondence, taxes filed, email read receipts, etc. and save to an external hard drive to be stored in a safe. Only necessary hard copies will be retained in a secure location with a backup placed on the external hard drive. All department heads and committee chairs will forward documents to be archived.
Section 2
Exception for Litigation Relevant Documents
Inspiration Alcona, Inc. 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 Inspiration Alcona, Inc. 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, retained copies of all checks received 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:
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:
A. printed in hard copy and kept in the appropriate file to include return read receipts; or
B. 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 email, as covered elsewhere in this policy.
The purpose of thisdocument retention policy is establishing standards for document integrity, retention, and destruction and to promote the proper treatment of Inspiration Alcona, Inc. records.
Policy
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, Inspiration Alcona, Inc. 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. Towards the end of each year, Inspiration Alcona, Inc. will gather electronic copies of committee reports, financial reports, minutes of the Board of Directors meetings, scanned correspondence, taxes filed, email read receipts, etc. and save to an external hard drive to be stored in a safe. Only necessary hard copies will be retained in a secure location with a backup placed on the external hard drive. All department heads and committee chairs will forward documents to be archived.
Section 2
Exception for Litigation Relevant Documents
Inspiration Alcona, Inc. 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 Inspiration Alcona, Inc. 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, retained copies of all checks received 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:
- Derives independent economic value from the secrecy of the information; and
- 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.
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:
A. printed in hard copy and kept in the appropriate file to include return read receipts; or
B. 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 email, as covered elsewhere in this policy.
ARTICLE XIV - TRANSPARENCY AND ACCOUNTABILITY
Disclosure of Financial Information with the General Public
Purpose
By making full and accurate information about its mission, activities, finances, and governance publicly available, Inspiration Alcona, Inc. 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:
Section 1
Financial and IRS documents (Form1023 and Form 990)
Inspiration Alcona, Inc. 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.
Section 2
Means and Conditions of Disclosure
Inspiration Alcona, Inc. shall make available the aforementioned documents upon request by the general public.
A. The documents shall be sent in a format that allows an individual to 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. Inspiration Alcona, Inc. 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).
C. Inspiration Alcona, Inc. 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.
Section 3
IRS Annual Information Returns (Form990)
Inspiration Alcona, Inc. shall submit Form 990 to its Board of Directors prior to the filing of 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 Directors via hard copy or email at least 10 days before the Form 990 is filed with the IRS.
Section 4
Board
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.
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.
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 with the exception that donor records shall be made available to the Board when requested. Information will be given in a generalized way and confidentiality statements will be signed before having access to these records.
Purpose
By making full and accurate information about its mission, activities, finances, and governance publicly available, Inspiration Alcona, Inc. 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:
Section 1
Financial and IRS documents (Form1023 and Form 990)
Inspiration Alcona, Inc. 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.
Section 2
Means and Conditions of Disclosure
Inspiration Alcona, Inc. shall make available the aforementioned documents upon request by the general public.
A. The documents shall be sent in a format that allows an individual to 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. Inspiration Alcona, Inc. 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).
C. Inspiration Alcona, Inc. 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.
Section 3
IRS Annual Information Returns (Form990)
Inspiration Alcona, Inc. shall submit Form 990 to its Board of Directors prior to the filing of 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 Directors via hard copy or email at least 10 days before the Form 990 is filed with the IRS.
Section 4
Board
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.
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.
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 with the exception that donor records shall be made available to the Board when requested. Information will be given in a generalized way and confidentiality statements will be signed before having access to these records.
ARTICLE XV - COUNTERTERRORISM AND DUE DILIGENCE POLICY
In furtherance of its exemption by contributions to other organizations, domestic or foreign, Inspiration Alcona, Inc. 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, Inspiration Alcona, Inc. 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. Inspiration Alcona, Inc. 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.
ARTICLE XVI - CODES OF ETHICS AND WHISTLEBLOWER POLICY
Purpose
Inspiration Alcona, Inc. 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 Inspiration Alcona, Inc. 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.
Section 1
Reporting Violations
If any Director, officer, staff or employee reasonably believes that some policy, practice, or activity of Inspiration Alcona, Inc. is in violation of law, a written complaint must be filed by that person with the president or vice president of the Board.
Section 2
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.
Section 3
Retaliation
Said person is protected from retaliation only if she/he brings the alleged unlawful activity, policy, or practice to the attention of Inspiration Alcona, Inc. and provides Inspiration Alcona, Inc. with a reasonable opportunity to investigate and correct the alleged unlawful activity. The protection described below is only available to individuals who comply with this requirement. Inspiration Alcona, Inc. 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 Inspiration Alcona, Inc.. or of another individual or entity with whom the corporation 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. Inspiration Alcona, Inc. 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 the corporation 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.
Section 4
Confidentiality
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.
Section 5
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.
Section 6
Distribution
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.
Inspiration Alcona, Inc. 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 Inspiration Alcona, Inc. 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.
Section 1
Reporting Violations
If any Director, officer, staff or employee reasonably believes that some policy, practice, or activity of Inspiration Alcona, Inc. is in violation of law, a written complaint must be filed by that person with the president or vice president of the Board.
Section 2
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.
Section 3
Retaliation
Said person is protected from retaliation only if she/he brings the alleged unlawful activity, policy, or practice to the attention of Inspiration Alcona, Inc. and provides Inspiration Alcona, Inc. with a reasonable opportunity to investigate and correct the alleged unlawful activity. The protection described below is only available to individuals who comply with this requirement. Inspiration Alcona, Inc. 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 Inspiration Alcona, Inc.. or of another individual or entity with whom the corporation 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. Inspiration Alcona, Inc. 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 the corporation 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.
Section 4
Confidentiality
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.
Section 5
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.
Section 6
Distribution
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.
