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Lancer Lacrosse is registered as a 501 C 3 and is classified as a public charity. The Club Bylaws are below.

 
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Amendment & Restatement of Bylaws of
LANCER LACROSSE, INC.
Article I. Name, Organization and Location
1.1. The name of this Corporation shall be "Lancer Lacrosse, INC."
1.2. The Corporation is organized under the laws of the state of Kansas.
1.3. The principal office and location of the Corporation shall be in the county of
Johnson County, State of Kansas. The board of directors may change the
principal office from one location to another within the named county by noting
the changed address and effective date below, and such changes of address shall
not be deemed, nor require, an amendment of these bylaws.
1.4. The Corporation may also have offices at such other places, within or without its
state of incorporation, where it is qualified to do business, as its business and
activities may require, and as the board of directors may, from time to time,
designate.
Article II. Gender Format
2.1. Whenever the terms "she" or "hers" are used in these Bylaws, they shall be
deemed to include "he" or "his", respectively.
Article III. Nonprofit Purposes
3.1. The Corporation is organized exclusively for, and will be operated exclusively for
charitable 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.
3.2. The Corporation is not organized for pecuniary profit and no part of its net
earnings will inure to the benefit of private shareholders or individuals.
3.3. The Corporation is not organized or operated for the benefit of: private interests,
such as the family members of youth participants, other designated individuals, or
persons controlled directly or indirectly by such private interests.
3.4. The Corporation will not, as a substantial part of its activities, attempt to influence
legislation or participate to any extent in a political campaign for or against any
candidate for public office.
 
  
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3.5. Description of Activities
Lancer Lacrosse has promoted and continues to promote high school team lacrosse by organizing, sponsoring and providing developmental and competitive practices, games, tournaments, practice times and locations, and coaching for the high school team. Coaches have been and will continue to be hired to organize and teach lacrosse to boys in grades 9 -12. In addition, the Organization has provided and will continue to provide training for coaches. The Organization has provided and will continue to provide the players, uniforms, and education to enhance nutrition, physical and mental conditioning. The Organization has been and is currently dedicated to helping amateur athletes develop skills and expertise in lacrosse as well as overall physical conditioning and development.
This has been and will be accomplished through discipline, training, participation,
repetition, and execution of lacrosse by the high school players. Club activities have and will continue to occur year-round, September through June, and have been and will be
conducted by board members, coaches, team managers, players and parent volunteers.
Lancer Lacrosse has been and will be conducted in various public and private facilities in Prairie Village, KS. Lancer Lacrosse furthers our exempt purpose by providing recreational amateur lacrosse to high school boys while educating as well. The Organization’s time has been allocated approximately 75% to high school sports activities, 20% to administrative activities, and approximately 5% to fundraising activities. Planned activities will be allocated the same amount. The activities have been funded from member fees, donations, and sales of promotional items. Future activities will be funded by member fees, donations,fundraisers and sales of promotional items. Lancer Lacrosse operates under the name Lancer Lacrosse.
 
Article IV. IRC 501(c)(3) Tax Exemption Provisions
4.1. Limitations on Activities
No substantial part of the activities of this corporation shall be the carrying on of
propaganda, or otherwise attempting to influence legislation (except as otherwise
provided by Section 501(h) of the Internal Revenue Code), and this corporation shall not
participate in, or intervene in (including the publishing or distribution of statements), any
political campaign on behalf of, or in opposition to, any candidate for public office.
The corporation will not engage in any act of self-dealing as defined in section 4941(d) ofthe Internal Revenue Code, or the corresponding section of any future federal tax code.
The corporation will not retain any excess business holdings as defined in section 4943(c)of the Internal Revenue Code, or the corresponding section of any future federal tax code.
Notwithstanding any other provisions of these bylaws, this corporation shall not carry on
any activities not permitted to be carried on (a) by a corporation exempt from federal
income tax under Section 501(c)(3) of the Internal Revenue Code, or (b) by a
corporation, contributions to which are deductible under Section 170(c)(2) of the Internal
Revenue Code.
 
 
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The corporation will not make any investments in a manner as to subject it to tax under
section 4944 of the Internal Revenue Code, or the corresponding section of any future
federal tax code.
4.2. Prohibition Against Private Inurement
No part of the net earnings and no dividend or other profits of this corporation shall inure
to the benefit of, or be distributable to, its members, directors or trustees, officers, or
other private persons, except that the corporation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and
distributions in furtherance of the purposes of this corporation.
4.3. Distribution of Assets
The corporation will distribute its income for each tax year at a time and in a manner as
not to become subject to the tax on undistributed income imposed by section 4942 of the Internal Revenue Code, or the corresponding section of any future federal tax code.
The corporation will not make any taxable expenditures as defined in section 4945(d) of
the Internal Revenue Code, or the corresponding section of any future federal tax code.
Upon the dissolution of this corporation, its assets remaining after payment, or provision
for payment, of all debts and liabilities of this corporation, shall be distributed for one or
more exempt purposes within the meaning of Section 501(c)(3) of the Internal Revenue
Code or shall be distributed to the federal government, or to a state or local government, for a public purpose. Such distribution shall be made in accordance with all applicable provisions of the laws of the state of incorporation.
4.4. Private Foundation Requirements and Restrictions
In any taxable year in which this corporation is a private foundation as described in
Section 509(a) of the Internal Revenue Code, the corporation 1) shall distribute its
income for said period at such time and manner as not to subject it to tax under Section
4942 of the Internal Revenue Code; 2) shall not engage in any act of self-dealing as
defined in Section 4941(d) of the Internal Revenue Code; 3) shall not retain any excess
business holdings as defined in Section 4943(c) of the Internal Revenue Code; 4) shall
not make any investments in such manner as to subject the corporation to tax under
Section 4944 of the Internal Revenue Code; and 5) shall not make any taxable
expenditures as defined in Section 4945(d) of the Internal Revenue Code.
Article V. Directors/Duties of Directors
5.1. The number of members of the Board of Directors shall be no more than six (6).
The initial Directors shall be Holly Milledge, Brett Conley, Clancy Merrill, Carolyn Esberg, Mike Esberg and Pat McGannon.
 
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5.2. The number of Directors may be increased or decreased from time to time by
amendment to these Bylaws.
5.3. A term of office shall be five (5) consecutive years. A Director shall be permitted
to succeed herself for an additional term with unanimous approval of all members
of the Board of Directors then acting and in good stead.
5.4. A Director shall be of the age of majority in the state of Kansas.
5.5. Subject to the provisions of the laws of the state of Kansas and any limitations in
the Articles of Incorporation and these Bylaws relating to action required or
permitted to be taken or approved by the members, if any, of this corporation, the
activities and affairs of this corporation shall be conducted and all corporate
powers shall be exercised by or under the direction of the board of directors.
5.6. Whenever any vacancy of the members of the Board of Directors shall occur due
to death, resignation, or otherwise, a unanimous approval of the remaining
Directors may appoint a successor to serve for the unexpired term of the Director
whose position is vacant.
5.7. Four (4) members of the Board of Directors shall constitute a quorum for the
transaction of business. In all matters coming before the Board of Directors, each
Director shall be entitled to cast one (1) vote.
5.8. There shall be an annual meeting of the Board of Directors and shall be held at
such time and place as the Directors may determine. Regular or special meetings
of the Directors may be held at such time and place as the Directors may
determine, or in the case of special meetings, as may be called by the President, or
any three (3) members of the Board of Directors. Annual, regular and special
meetings may be held upon three (3) days written notice by the Secretary
addressed to each Director. Neither the business to be transacted nor the purpose
of any annual, regular or special meeting need be specified in the notice or waiver
of notice of such meeting, except as herein otherwise provided.
Section 1. Duties
It shall be the duty of the directors to:
a. Perform any and all duties imposed on them collectively or individually by law,
by the articles of incorporation, or by these bylaws;
b. Appoint and remove, employ and discharge, and, except as otherwise provided in
these bylaws, prescribe the duties and fix the compensation, if any, of all officers,
agents, and employees of the corporation;
c. Supervise all officers, agents, and employees of the corporation to assure that
their duties are performed properly;
d. Meet at such times and places as required by these bylaws;
 
 
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e. Register their addresses with the secretary of the corporation, and notices of
meetings mailed or telegraphed to them at such addresses shall be valid notices
thereof.
Section 2. Term of Office
Each director shall hold office for a period of five (5) years and until his or her successor
is elected and qualifies.
Section 3. No Compensation
Directors shall serve without compensation. Directors shall be allowed reasonable
advancement or reimbursement of expenses incurred in the performance of their duties;
provided, however, that any such payments to directors shall be approved in advance in
accordance with this corporation's conflict of interest policy, as set forth in Section 9 of
these bylaws.
Section 4. Place Of Meetings
Meetings shall be held at the principal office of the corporation unless otherwise provided by the board or at such other place as may be designated from time to time by resolution of the board of directors.
Section 5. Regular Meetings
Regular meetings of directors shall be held annually on such day as determined by a
majority of the directors.
If this corporation makes no provision for members, then, at the regular meeting of
directors, directors shall be elected by the board of directors. Voting for the election of
directors shall be by written ballot. Each director shall cast one vote per candidate, and
may vote for as many candidates as the number of candidates to be elected to the board. The candidates receiving the highest number of votes up to the number of directors to be elected shall be elected to serve on the board.
Section 6. Special Meetings
Special meetings of the board of directors may be called by the chairperson of the board, the president, the vice president, the secretary, by any two directors, or, if different, by the persons specifically authorized under the laws of this state to call special meetings of the board. Such meetings shall be held at the principal office of the corporation or, if different, at the place designated by the person or persons calling the special meeting.
 
Section 7. Notice of Meetings
 
Unless otherwise provided by the articles of incorporation, these bylaws, or provisions of law, the following provisions shall govern the giving of notice for meetings of the board of directors:
a. Regular Meetings. Notice of any regular meeting of the board of directors shall
be given by the secretary of the corporation to each director. Such notice may be
oral or written, may be given personally, by first class mail, by telephone or by
facsimile machine, and shall state the place, date, and time of the meeting and the
matters proposed to be acted upon at the meeting. In the case of facsimile
notification, the director to be contacted shall acknowledge personal receipt of the
facsimile notice by a return message or telephone call within twenty-four hours of
the first facsimile transmission.
b. Special Meetings. At least one week prior thereto, notice shall be given by the
secretary of the corporation to each director of each special meeting of the board.
Such notice may be oral or written, may be given personally, by first class mail,
by telephone or by facsimile machine, and shall state the place, date, and time of
the meeting and the matters proposed to be acted upon at the meeting. In the case
of facsimile notification, the director to be contacted shall acknowledge personal
receipt of the facsimile notice by a return message or telephone call within
twenty-four hours of the first facsimile transmission.
c. Waiver of Notice. Whenever any notice of a meeting is required to be given to
any director of this corporation under provisions of the articles of incorporation,
these bylaws, or the law of this state, a waiver of notice in writing signed by the
director, whether before or after the time of the meeting, shall be equivalent to the
giving of such notice.
Section 8. Quorum for Meetings
A quorum shall consist of no less than three (3) of the members of the board of directors.
Except as otherwise provided under the articles of incorporation, these bylaws, or
provisions of law, no business shall be considered by the board at any meeting at which
the required quorum is not present, and the only motion which the chair shall entertain at such meeting is a motion to adjourn.
Section 9. Majority Action as Board Action
Every act or decision done or made by a majority of the directors present at a meeting
duly held at which a quorum is present is the act of the board of directors, unless the
articles of incorporation, these bylaws, or provisions of law require a greater percentage
or different voting rules for approval of a matter by the board.
Section 10. Conduct of Meetings
Meetings of the board of directors shall be presided over by the chairperson of the board, or, if no such person has been so designated, or in his or her absence, the president of the corporation, or in his or her absence, by the vice president of the corporation, or in the absence of each of these persons, by a chairperson chosen by a majority of the directors present at the meeting. The secretary of the corporation shall act as secretary of all meetings of the board, provided that, in his or her absence, the presiding officer shall appoint another person to act as secretary of the meeting.
Robert's Rules of Order shall govern meetings, insofar as such rules are not inconsistent with or in conflict with the articles of incorporation, these bylaws or with provisions of law.
Section 11. Vacancies
Vacancies on the board of directors shall exist (1) on the death, resignation, or removal of any director, and (2) whenever the number of authorized directors is increased.
Any director may resign effective upon giving written notice to the chairperson of the
board, the president, the secretary, or the board of directors, unless the notice specifies a later time for the effectiveness of such resignation. No director may resign if the
corporation would then be left without a duly elected director or directors in charge of its
affairs, except upon notice to the office of the attorney general or other appropriate
agency of this state.
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Directors may be removed from office, with or without cause, as permitted by and in
accordance with the laws of the state of Kansas.
Unless otherwise prohibited by the articles of incorporation, these bylaws, or provisions
of law, vacancies on the board may be filled by approval of the board of directors. If the
number of directors then in office is less than a quorum, a vacancy on the board may be
filled by approval of a majority of the directors then in office or by a sole remaining
director. A person elected to fill a vacancy on the board shall hold office until the next
election of the board of directors or until his or her death, resignation, or removal from
office.
Section 12. Non-liability of Directors
The directors shall not be personally liable for the debts, liabilities, or other obligations of the corporation.
Section 13. Indemnification by Corporation of Directors and Officers
The corporation to the fullest extent permissible shall indemnify the directors and officers of the corporation under the laws of the state of Kansas.
Section 14. Insurance For Corporate Agents
Except as may be otherwise provided under provisions of law, the board of directors may adopt a resolution authorizing the purchase and maintenance of insurance on behalf of any agent of the corporation (including a director, officer, employee, or other agent of the corporation) against liabilities asserted against or incurred by the agent in such capacity or arising out of the agent's status as such, whether or not the corporation would have the power to indemnify the agent against such liability under the articles of incorporation, these bylaws, or provisions of law.
 
Article VI. Officers
Section 1. Designation Of Officers
The officers of the corporation shall be a president, a vice president, a secretary, and a
treasurer. The corporation may also have a chairperson of the board, one or more vice
presidents, assistant secretaries, assistant treasurers, and other such officers with such
titles as may be determined from time to time by the board of directors.
Section 2. Qualifications
Any person may serve as officer of this corporation.
Section 3. Election and Term of Office
Officers shall be elected by the board of directors, at any time, and each officer shall hold office until he or she resigns or is removed or is otherwise disqualified to serve, or until his or her successor shall be elected and qualified, whichever occurs first.
Section 4. Removal and Resignation
Any officer may be removed, either with or without cause, by the board of directors, at
any time. Any officer may resign at any time by giving written notice to the board of
directors or to the president or secretary of the corporation. Any such resignation shall
take effect at the date of receipt of such notice or at any later date specified therein, and, unless otherwise specified therein, the acceptance of such resignation shall not be
necessary to make it effective. The above provisions of this section shall be superseded
 
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by any conflicting terms of a contract which has been approved or ratified by the board of directors relating to the employment of any officer of the corporation.
Section 5. Vacancies
Any vacancy caused by the death, resignation, removal, disqualification, or otherwise, of any officer shall be filled by the board of directors. In the event of a vacancy in any office other than that of president, such vacancy may be filled temporarily by appointment by the president until such time as the board shall fill the vacancy. Vacancies occurring in offices of officers appointed at the discretion of the board may or may not be filled as the board shall determine.
 
 
Section 6. Duties of President
The president shall be the chief executive officer of the corporation and shall, subject to
the control of the board of directors, supervise and control the affairs of the corporation
and the activities of the officers. He or she shall perform all duties incident to his or her
office and such other duties as may be required by law, by the articles of incorporation, or by these bylaws, or which may be prescribed from time to time by the board of directors.
Unless another person is specifically appointed as chairperson of the board of directors,
the president shall preside at all meetings of the board of directors and, if this corporation has members, at all meetings of the members. Except as otherwise expressly provided by law, by the articles of incorporation, or by these bylaws, he or she shall, in the name of the corporation, execute such deeds, mortgages, bonds, contracts, checks, or other instruments which may from time to time be authorized by the board of directors.
Section 7. Duties of Vice President
In the absence of the president, or in the event of his or her inability or refusal to act, the
vice president shall perform all the duties of the president, and when so acting shall have all the powers of, and be subject to all the restrictions on, the president. The vice
president shall have other powers and perform such other duties as may be prescribed by law, by the articles of incorporation, or by these bylaws, or as may be prescribed by the board of directors.
Section 8. Duties of Secretary
The secretary shall:
Certify and keep at the principal office of the corporation the original, or a copy, of these
bylaws as amended or otherwise altered to date.
Keep at the principal office of the corporation or at such other place as the board may
determine, a book of minutes of all meetings of the directors, and, if applicable, meetings of committees of directors and of members, recording therein the time and place of holding, whether regular or special, how called, how notice thereof was given, the names of those present or represented at the meeting, and the proceedings thereof.
See that all notices are duly given in accordance with the provisions of these bylaws or as required by law.
Be custodian of the records and of the seal of the corporation and affix the seal, as
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authorized by law or the provisions of these bylaws, to duly executed documents of the
corporation.
Keep at the principal office of the corporation a membership book containing the name
and address of each and any members, and, in the case where any membership has been terminated, he or she shall record such fact in the membership book together with the date on which such membership ceased.
 
Exhibit at all reasonable times to any director of the corporation, or to his or her agent or
attorney, on request therefor, the bylaws, the membership book, and the minutes of the
proceedings of the directors of the corporation.
In general, perform all duties incident to the office of secretary and such other duties as
may be required by law, by the articles of incorporation, or by these bylaws, or which
may be assigned to him or her from time to time by the board of directors.
Section 9. Duties Of Treasurer
The treasurer shall:
Have charge and custody of, and be responsible for, all funds and securities of the
corporation, and deposit all such funds in the name of the corporation in such banks, trust companies, or other depositories as shall be selected by the board of directors.
Receive, and give receipt for, monies due and payable to the corporation from any source whatsoever.
Disburse, or cause to be disbursed, the funds of the corporation as may be directed by the board of directors, taking proper vouchers for such disbursements.
Keep and maintain adequate and correct accounts of the corporation's properties and
business transactions, including accounts of its assets, liabilities, receipts, disbursements, gains, and losses.
Exhibit at all reasonable times the books of account and financial records to any director
of the corporation, or to his or her agent or attorney, on request therefor.
Render to the president and directors, whenever requested, an account of any or all of his or her transactions as treasurer and of the financial condition of the corporation.
Prepare, or cause to be prepared, and certify, or cause to be certified, the financial
statements to be included in any required reports.
In general, perform all duties incident to the office of treasurer and such other duties as
may be required by law, by the articles of incorporation of the corporation, or by these
bylaws, or which may be assigned to him or her from time to time by the board of
directors.
 
Section 10. Compensation
The salaries of the officers, if any, shall be fixed from time to time by resolution of the
board of directors. In all cases, any salaries received by officers of this corporation shall
be reasonable and given in return for services actually rendered to or for the corporation.
All officer salaries shall be approved in advance in accordance with this corporation's
conflict of interest policy, as set forth in Article 9 of these bylaws.
Article VII. Committees
 
 
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Section 1. Executive Committee
The board of directors may, by a majority vote of its members, designate an Executive
Committee consisting of three (3) board members and may delegate to such committee
the powers and authority of the board in the management of the business and affairs of
the corporation, to the extent permitted, and, except as may otherwise be provided, by
provisions of law.
By a majority vote of its members, the board may at any time revoke or modify any or all
of the executive committee authority so delegated, increase or decrease but not below two (2) the number of the members of the executive committee, and fill vacancies on the Executive Committee from the members of the board. The executive committee shall keep regular minutes of its proceedings, cause them to be filed with the corporate records, and report the same to the board from time to time as the board may require.
Section 2. Other Committees
The corporation shall have such other committees as may from time to time be designated by resolution of the board of directors. These committees may consist of persons who are not also members of the board and shall act in an advisory capacity to the board.
Section 3. Meetings and Action of Committees
Meetings and action of committees shall be governed by, noticed, held, and taken in
accordance with the provisions of these bylaws concerning meetings of the board of
directors, with such changes in the context of such bylaw provisions as are necessary to
substitute the committee and its members for the board of directors and its members,
except that the time for regular and special meetings of committees may be fixed by
resolution of the board of directors or by the committee. The board of directors may also
adopt rules and regulations pertaining to the conduct of meetings of committees to the
extent that such rules and regulations are not inconsistent with the provisions of these
bylaws.
Article VIII. Execution of Instruments, Deposits, and Funds
Section 1. Execution of Instruments
The board of directors, except as otherwise provided in these bylaws, may by resolution
authorize any officer or agent of the corporation to enter into any contract or execute and deliver any instrument in the name of and on behalf of the corporation, and such authority may be general or confined to specific instances. Unless so authorized, no officer, agent, or employee shall have any power or authority to bind the corporation by any contract or engagement or to pledge its credit or to render it liable monetarily for any purpose or in any amount.
  
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Section 2. Checks and Notes
Except as otherwise specifically determined by resolution of the board of directors, or as
otherwise required by law, checks, drafts, promissory notes, orders for the payment of
money, and other evidence of indebtedness of the corporation shall be signed by the
treasurer and countersigned by the president of the corporation.
Section 3. Deposits
All funds of the corporation shall be deposited from time to time to the credit of the
corporation in such banks, trust companies, or other depositories as the board of directors may select.
Section 4. Gifts
The board of directors may accept on behalf of the corporation any contribution, gift,
bequest, or devise for the nonprofit purposes of this corporation.
Article IX. Corporate Records, Reports, and Seal
Section 1. Maintenance of Corporate Records
The corporation shall keep at its principal office:
a. Minutes of all meetings of directors, committees of the board, and, if this
corporation has members, of all meetings of members, indicating the time and
place of holding such meetings, whether regular or special, how called, the notice
given, and the names of those present and the proceedings thereof;
b. Adequate and correct books and records of account, including accounts of its
properties and business transactions and accounts of its assets, liabilities, receipts,
disbursements, gains, and losses;
c. A record of its members, if any, indicating their names and addresses and, if
applicable, the class of membership held by each member and the termination
date of any membership;
d. A copy of the corporation's articles of incorporation and bylaws as amended to
date, which shall be open to inspection by the members, if any, of the corporation
at all reasonable times during office hours.
Section 2. Corporate Seal
The board of directors may adopt, use, and at will alter, a corporate seal. Such seal shall be kept at the principal office of the corporation. Failure to affix the seal to corporate instruments, however, shall not affect the validity of any such instrument.
 
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Section 3. Directors' Inspection Rights
Every director shall have the absolute right at any reasonable time to inspect and copy all books, records, and documents of every kind and to inspect the physical properties of the corporation, and shall have such other rights to inspect the books, records, and properties of this corporation as may be required under the articles of incorporation, other provisions of these bylaws, and provisions of law.
Section 4. Members' Inspection Rights
If this corporation has any members, then each and every member shall have the
following inspection rights, for a purpose reasonably related to such person's interest as a member:
a. To inspect and copy the record of all members' names, addresses, and voting
rights, at reasonable times, upon written demand on the secretary of the
corporation, which demand shall state the purpose for which the inspection rights
are requested.
b. To obtain from the secretary of the corporation, upon written demand on, and
payment of a reasonable charge to, the secretary of the corporation, a list of the
names, addresses, and voting rights of those members entitled to vote for the
election of directors as of the most recent record date for which the list has been
compiled or as of the date specified by the member subsequent to the date of
demand. The demand shall state the purpose for which the list is requested. The
membership list shall be made available within a reasonable time after the
demand is received by the secretary of the corporation or after the date specified
therein as of which the list is to be compiled.
c. To inspect at any reasonable time the books, records, or minutes of proceedings of
the members or of the board or committees of the board, upon written demand on
the secretary of the corporation by the member, for a purpose reasonably related
to such person's interests as a member.
Members shall have such other rights to inspect the books, records, and properties of this corporation as may be required under the articles of incorporation, other provisions of these bylaws, and provisions of law.
Section 5. Right To Copy And Make Extracts
Any inspection under the provisions of this article may be made in person, by agent, or
attorney, and the right to inspection shall include the right to copy and make extracts.
Section 6. Periodic Report
The board shall cause any annual or periodic report required under law to be prepared
and delivered to an office of this state or to the members, if any, of this corporation, to be so prepared and delivered within the time limits set by law.
 
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Article X. Conflict of Interest and Compensation Approval Policies
Section 1. Purpose of Conflict of Interest Policy
The purpose of this conflict of interest policy is to protect this tax-exempt corporation's
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 any "disqualified
person" as defined in Section 4958(f)(1) of the Internal Revenue Code and as amplified
by Section 53.4958-3 of the IRS Regulations and which might result in a possible "excess benefit transaction" as defined in Section 4958(c)(1)(A) of the Internal Revenue Code and as amplified by Section 53.4958 of the IRS Regulations. 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, member of a committee
with governing board delegated powers, or any other person who is a "disqualified
person" as defined in Section 4958(f)(1) of the Internal Revenue Code and as amplified
by Section 53.4958-3 of the IRS Regulations, 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:
1. An ownership or investment interest in any entity with which the corporation has
a transaction or arrangement,
2. A compensation arrangement with the corporation or with any entity or individual
with which the corporation has a transaction or arrangement, or
3. A potential ownership or investment interest in, or compensation arrangement
with, any entity or individual with which the corporation is negotiating a
transaction or arrangement.
Compensation includes direct and indirect remuneration as well as gifts or favors that are not insubstantial.
A financial interest is not necessarily a conflict of interest. Under Section 3, paragraph B, 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. Conflict of Interest Avoidance Procedures
a. 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.
 
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b. 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.
c. 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 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.
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.
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.
d. Violations of the Conflicts 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 Board and Board Committee Proceedings
The minutes of meetings 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

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alternatives to the proposed transaction or arrangement, and a record of any votes
taken in connection with the proceedings.
Section 5. Compensation Approval Policies
A voting member of the governing board who receives compensation, directly or
indirectly, from the corporation for services is precluded from voting on matters
pertaining to that member's compensation.
A voting member of any committee whose jurisdiction includes compensation matters
and who receives compensation, directly or indirectly, from the corporation for services
is precluded from voting on matters pertaining to that member's compensation.
No voting member of the governing board or any committee whose jurisdiction includes
compensation matters and who receives compensation, directly or indirectly, from the
corporation, either individually or collectively, is prohibited from providing information
to any committee regarding compensation.
When approving compensation for directors, officers and employees, contractors, and
any other compensation contract or arrangement, in addition to complying with the
conflict of interest requirements and policies contained in the preceding and following
sections of this article as well as the preceding paragraphs of this section of this article,
the board or a duly constituted compensation committee of the board shall also comply
with the following additional requirements and procedures:
a. the terms of compensation shall be approved by the board or compensation
committee prior to the first payment of compensation,
b. all members of the board or compensation committee who approve compensation
arrangements must not have a conflict of interest with respect to the compensation
arrangement as specified in IRS Regulation Section 53.4958-6(c)(iii), which
generally requires that each board member or committee member approving a
compensation arrangement between this organization and a "disqualified person"
(as defined in Section 4958(f)(1) of the Internal Revenue Code and as amplified
by Section 53.4958-3 of the IRS Regulations):
1. is not the person who is the subject of the compensation arrangement, or a
family member of such person;
2. is not in an employment relationship subject to the direction or control of
the person who is the subject of the compensation arrangement
3. does not receive compensation or other payments subject to approval by
the person who is the subject of the compensation arrangement
4. has no material financial interest affected by the compensation
arrangement; and
5. does not approve a transaction providing economic benefits to the person
who is the subject of the compensation arrangement, who in turn has
approved or will approve a transaction providing benefits to the board or
committee member.
 

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c. the board or compensation committee shall obtain and rely upon appropriate data
as to comparability prior to approving the terms of compensation. Appropriate
data may include the following:
1. compensation levels paid by similarly situated organizations, both taxable
and tax-exempt, for functionally comparable positions. "Similarly
situated" organizations are those of a similar size, purpose, and with
similar resources
2. the availability of similar services in the geographic area of this
organization
3. current compensation surveys compiled by independent firms
4. actual written offers from similar institutions competing for the services of
the person who is the subject of the compensation arrangement
As allowed by IRS Regulation 4958-6, if this organization has average annual
gross receipts (including contributions) for its three prior tax years of less than $1
million, the board or compensation committee will have obtained and relied upon
appropriate data as to comparability if it obtains and relies upon data on
compensation paid by three comparable organizations in the same or similar
communities for similar services.
d. the terms of compensation and the basis for approving them shall be recorded in
written minutes of the meeting of the board or compensation committee that
approved the compensation. Such documentation shall include:
1. the terms of the compensation arrangement and the date it was approved
2. the members of the board or compensation committee who were present
during debate on the transaction, those who voted on it, and the votes cast
by each board or committee member
3. the comparability data obtained and relied upon and how the data was
obtained
4. If the board or compensation committee determines that reasonable
compensation for a specific position in this organization or for providing
services under any other compensation arrangement with this organization
is higher or lower than the range of comparability data obtained, the board
or committee shall record in the minutes of the meeting the basis for its
determination.
5. If the board or committee makes adjustments to comparability data due to
geographic area or other specific conditions, these adjustments and the
reasons for them shall be recorded in the minutes of the board or
committee meeting.
6. any actions taken with respect to determining if a board or committee
member had a conflict of interest with respect to the compensation
arrangement, and if so, actions taken to make sure the member with the
conflict of interest did not affect or participate in the approval of the
 

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transaction (for example, a notation in the records that after a finding of
conflict of interest by a member, the member with the conflict of interest
was asked to, and did, leave the meeting prior to a discussion of the
compensation arrangement and a taking of the votes to approve the
arrangement).
7. The minutes of board or committee meetings at which compensation
arrangements are approved must be prepared before the later of the date of
the next board or committee meeting or 60 days after the final actions of
the board or committee are taken with respect to the approval of the
compensation arrangements. The minutes must be reviewed and approved
by the board and committee as reasonable, accurate, and complete within a
reasonable period thereafter, normally prior to or at the next board or
committee meeting following final action on the arrangement by the board
or committee.
Section 6. 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 the corporation is charitable and in order to maintain its federal tax
exemption it must engage primarily in activities which accomplish one or more of
its tax-exempt purposes.
Section 7. Periodic Reviews
To ensure the corporation operates in a manner consistent with charitable purposes and
does not engage in activities that could jeopardize its tax-exempt status, periodic reviews
shall be conducted. The periodic reviews shall, at a minimum, include the following
subjects:
a. Whether compensation arrangements and benefits are reasonable, based on
competent survey information, and the result of arm's-length bargaining.
b. Whether partnerships, joint ventures, and arrangements with management
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 inurement, impermissible private benefit,
or in an excess benefit transaction.
Section 8. Use of Outside Experts
 

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When conducting the periodic reviews as provided for in Section 7, 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.
Article XI. Amendment of Bylaws
Section 1. Amendment
Subject to the power of the members, if any, of this corporation to adopt, amend, or
repeal the bylaws of this corporation and except as may otherwise be specified under
provisions of law, these bylaws, or any of them, may be altered, amended, or repealed
and new bylaws adopted by approval of the board of directors.
Article XII. Construction and Terms
If there is any conflict between the provisions of these bylaws and the articles of
incorporation of this corporation, the provisions of the articles of incorporation shall
govern. Should any of the provisions or portions of these bylaws be held unenforceable or invalid for any reason, the remaining provisions and portions of these bylaws shall be unaffected by such holding.
All references in these bylaws to the articles of incorporation shall be to the articles of
incorporation, articles of organization, certificate of incorporation, organizational charter,
corporate charter, or other founding document of this corporation filed with an office of
this state and used to establish the legal existence of this corporation.
All references in these bylaws to a section or sections of the Internal Revenue Code shall be to such sections of the Internal Revenue Code of 1986 as amended from time to time, or to corresponding provisions of any future federal tax code.
 
 
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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 nineteen (19) preceding pages, as the bylaws of this corporation.
 
Dated: January 10, 2011, Amended, March 2012
_________________________________________
Holly Milledge
_________________________________________
Bill Aliber
_________________________________________
Carolyn Esberg
_________________________________________
Mike Esberg
_________________________________________
Pat McGannon
_________________________________________
Clancy Merrill
_________________________________________
Terre Andresen