BYLAWS OF 2AVOTERS
Article I - Name
The name of this organization shall be “2AVoters Inc.", hereinafter "the corporation."
Article II - Address
Mail - PO Box 103, Sumpter, OR 97877.
Article III - Purposes
The corporation is organized for the purposes set forth in its Articles of Incorporation filed in the State of Oregon.
Article IV - Financial Policy
The corporation shall maintain a practice and appearance of ethical financial stewardship of all funds received or expended.
A permanent objective of the corporation shall be to make and keep annual administrative expenses less than 20% of total annual expenditures.
No employee nor contractor of the corporation shall be paid compensations that materially exceed average payscale data published by GuideStar (www.guidestar.org) or guidelines published in National Council for Nonprofits (www.councilofnonprofits.org) literature.
No employee nor administrative contractor of the corporation shall in any year be paid a salary or wage or contractor fee that exceeds 5% of donation revenue for that year. No employee nor administrative contractor shall in any year be paid a salary or wage or contractor fee that exceeds $90,000.00 USD for the year. COLA for this cap shall be 1% per year after December 31, 2021.
All corporate receipts shall be deposited to and all corporate expenditures made from a single General Fund, which may consist of multiple deposit accounts at different financial institutions placed via spread strategy to maintain FDIC insurance coverage on General Fund monies. All corporate bank accounts and material transactions as well as audits and other financial reports issued by external auditors retained by the corporation shall be disclosed and reported and archived on the corporation's Financial Information page on its website. The corporation's fiscal year ends on December 31. The corporation may use board-appointed account holders, trust methods, Massachusetts bank capabilities, and other established means to preserve fund insurance and security.
Article V - Organization
The corporation is a social welfare organization organized under Section 501(c)(4) of the Internal Revenue Code and is duly registered with IRS and the State of Oregon.
Executive Membership in the corporation is not transferable. Proxies are not permitted. Members are not compensated. Members are permitted to hold employment positions at the corporation and to receive compensation therefor.
Executive Members shall consist of those individuals who have applied therefor during Executive Membership Application periods established and publicly announced by existing Executive Members, and have subsequently been elected to Executive Membership by same. Applications shall be made in writing to the mail address provided in Article II. No person shall be denied Executive Membership on the basis of age, gender, religion, race, ethnicity, or disability.
Executive Members are empowered and reserve the right to appoint or elect Directors, and to dismiss Directors for cause; to wit: Directors can be removed for violation of the corporation's Articles of Incorporation or Bylaws or any rules or regulations established by the Board of Directors, or for lack of participation in the affairs of the corporation, or for any conduct that, even though not in actual violation of the Articles of Incorporation or Bylaws or rules of the Board, is demonstrably prejudicial to the best interests, reputation, stated purposes, published objectives, or proper functioning of the corporation.
Executive Members are bound by the 2AVoters Articles of Incorporation and Bylaws and shall not act in violation of same. Until such time that the initial Board of five Directors has been appointed and convened, Executive Members are empowered to independently amend the Articles of Incorporation and Bylaws. After such time, these Bylaws can be amended as described in their Article XVIII, and the Articles of Incorporation can be amended by a unanimous action of the full Board that is then approved by vote by at least 2/3 of the Executive Membership.
The evolution of the corporation may include a dual action of dismissal of all Executive Members and conversion of the corporation to a non-member corporation. The objective of such acts would be the transfer of all rights and powers of corporate governance and management originally shared by Executive Members and the Board of Directors, in full to the Board of Directors. A unanimous consenting vote of the full Executive Membership is required to initiate this dual action of Member dismissal and corporate conversion to non-member type.
Nothing shall be construed as limiting the right of the corporation to refer to donors and contributors as “2AVoters members” even though such persons are not voting Members of the corporation. No such reference shall confer any rights, powers, or privileges to any person.
Article VI - Governance
The Board of Directors (hereinafter "the Board") shall have the general power to oversee the affairs and assets and actions of the corporation in ways consistent with the corporation's Articles of Incorporation and Bylaws, and its stated purposes therein.
The initial and primary responsibilities of the Board shall be to ensure ethical stewardship and effective use of money donated to the corporation by the public, and to examine the operations and actions of the corporation for compliance with its stated purposes, and to consider long-term strategy for the corporation, and to undertake Board-approved actions that assist with fundraising, and to sustain the viability and longevity of the Board.
The Board shall consist of an odd number of individual persons unrelated to Executive Members or to other Directors. The Board shall number not less than five Directors nor more than nine, each elected by majority vote of a quorum of the Board at scheduled and noticed Board meetings. The term of service for Directors is two years. Director elections shall be staggered annually to achieve continuity of governance, and shall be conducted at a duly noticed February meeting of the Board, or at the first duly noticed meeting thereafter. Directors may be elected by the Board as thus described, or may be appointed by the Executive Membership of the corporation. Directorships are not transferable. Proxies are not permitted.
No restrictions are placed on the right of a Director to resign from the Board. A Director elected on an interim date to fill a Board vacancy shall hold office for the un-expired term of his or her predecessor in office; said partial term shall not count as a full term.
No Director shall serve more than four full consecutive terms on the Board. The number of non-consecutive terms a Director may serve is not limited.
Directors may be removed by a majority vote of the full Board for reasons specified in Articles V or XIII of these Bylaws. No Board vote on removal of a Director may be taken under unless notice of such vote in writing shall have been sent to said Director at least 15 days prior to such vote, setting forth the time and place of the meeting at which such vote will be taken, and inviting said Director to address the Board at said meeting prior to such vote.
Directors shall be citizens of the United States and at least 18 years of age. No person shall be denied a Directorship on the basis of age, gender, religion, race, ethnicity, or disability. To be eligible for a Director position, individuals must have video-conferencing technology and capability.
Each Director shall upon commencement of service sign a document whereby he or she pledges to uphold, support, and defend the Constitution of the United States of America, and acknowledges personal understanding of and agreement with the corporation's Articles of Incorporation and Bylaws and the stated purposes contained therein. Public speech and acts of sitting Directors shall not conflict with or contradict any portion of the stated purposes or published Mission or Objectives of the corporation.
Directors serve on a volunteer basis but shall be reimbursed by the corporation for reasonable expenses incurred in the performance of Board-designated duties, and are permitted to serve the corporation in capacities other than Director and to receive compensation therefor.
The Board is empowered to elect a Chair, Vice Chair, Secretary, and Treasurer, and to assemble Committees in furtherance of the corporation's stated purposes. The Chairperson and his or her delegate is empowered to add items to meeting agendas, and shall add any reasonable item upon request, regardless of requester. The Chairperson and his or her delegate is empowered to moderate meeting discussion for efficiency and productivity.
For matters of regulatory compliance pertaining to solicitation of public donations, the Treasurer of Record for this corporation faces a significant workload and can be held personally liable for compliance and reporting failures. Therefore, the position of Treasurer of Record for the corporation shall be distinct from the title of Board Treasurer, and shall be the Executive Director or his or her designated contractor or Financial Officer employee of the corporation. This provision in no way diminishes the right or authority of any Director to access all operational and financial information of the corporation. All Directors, officers, employees, and contractors of the corporation are directly or indirectly accountable to the Board, and all transactions and filings made by the corporation are under purview of the Board.
The Board is empowered to elect by majority vote of a quorum, three non-voting Trustees to serve consultancy and as potential expedient replacements for departing Directors.
A quorum of the Board shall consist of a number of Directors greater than the calculated numerical half of the full number of sitting Directors. A quorum can only exist at a noticed and convened meeting of Directors. Outside of a quorum and without specific instructions created by a quorum, individual Directors and groups thereof are not empowered to act or speak on behalf of the corporation or to bind the corporation financially or legally by any act or deed.
Except as defined in Article XIX of these Bylaws, the Board is not empowered to independently change the original structure of the corporation.
Article VII - Meetings
Board meetings shall be conducted in accordance with Roberts Rules of Order. The Board shall convene and meet at least 6 times per year on dates selected by the Board and announced publicly at least 7 days before the scheduled meeting, via the 2AVoters website. The Board is empowered to convene emergency meetings when demonstrable need exists.
Board meetings shall be held in compliance with applicable public meeting laws, and whenever possible shall be conducted via available videoconferencing technology. Directors retain the right to make internal communications between meetings.
Executive Members shall be duly noticed of all sessions of all Board Meetings, and shall have the right to attend same and the privilege of the floor.
The Executive Director shall retain the right to schedule Board meetings and to convene same, and to establish meeting agendas, and shall share same rights with the Board, and shall incorporate issues and topics raised by Directors and stakeholders into meeting agendas.
Article VIII - Contributions
All forms of contributions to the corporation shall be voluntary and no contribution may be solicited or secured by force, intimidation, financial reprisal, as a condition of employment, or by any other means prohibited by state or federal laws and regulations. All contributions to the corporation shall be undesignated, and accounted for as specified in the Internal Revenue Code.
The corporation shall timely complete a process of Charitable Solicitation Registration with annual Renewals and Reports, in every state that so requires, in a manner consistent with the different laws of each State that govern the fundraising activities of non-profit charitable corporations that raise funds via online donation portals.
The corporation shall neither solicit nor utilize donations from foreign nationals, corporations, organizations, associations, churches, unions, or any other group entity. The corporation accepts donations only from individual U.S. citizens.
The corporation limits donations to $90.00 USD per individual donor per year. This policy lawfully obviates the need for federal or state level reporting of the identity of individual donors, and also ensures that the corporation represents the political will of united citizens rather than the political influence of individuals who make large donations.
Monies identifiably donated by foreign nationals, or group entities, or by individuals who intentionally circumvent the annual donation limit, shall be segregated and disclosed on the corporation website and donated to the Salvation Army (https://www.salvationarmyusa.org/usn).
Article IX - Expenditures
All expenditures of the corporation are within the purview of the Board's authority and shall be made through standard means of corporate expenditure and shall be made in compliance with the methods and limitations prescribed by laws and regulations pertaining to 501(c) corporations.
Article X - Transparency
The corporation shall publish and maintain on its website:
- A Register of all persons who make donations to 2AVoters, each named in the manner of their choosing,
- Financial Reports and audits that accurately portray all material financial transactions made by the corporation,
- Action Reports that describe all material actions taken by the corporation expressly including any material action executed by the Executive Membership of the corporation,
- A current copy of the corporation Bylaws and Articles of Incorporation.
The corporation shall timely fulfill public requests for documents and information it is required by law to provide, upon receipt of written requests for same.
Article XI - Confidentiality
Neither the corporation nor its Members nor Directors nor officers nor employees nor contractors nor volunteers shall distribute in any way, or allow to be distributed in any way, the confidential or personal information of any Member, Director, Officer, Employee, Contractor, Applicant for Employment, Applicant for Service, Donor, or Reporting Party whom makes any form of communication with or donation to the corporation, nor any information that undermines or breaches the security of corporation assets. The corporation shall maintain internal data and asset controls to prevent and bar such release of information.
The identity (by name) of Members, Directors, and key employees is public record, disclosed each year in Form 990 filings. The corporation's website Register discloses every donor, named in the manner of each donor's choosing.
Directors and Officers are not bound by Confidentiality Agreements and are not prohibited from disclosing any aspect of the public operations of the corporation. The corporation shall have no private operations other than the preservation of the security and confidentiality of the personal, non-public information of its Members, Directors, officers, employees, applicants, contractors, and donors, and the preservation of the security of its assets.
Article XII - Whistleblower Policy
The corporation maintains an open-door policy to encourage all Directors, officers, employees, volunteers, and contractors who have concerns about any practice at 2AVoters to speak up so that any inappropriate practice can be remedied. The corporation shall not make retaliatory responses to whistleblower actions. Any person who possesses information of any internal problem at 2AVoters can report said information to any other entity, and is encouraged to report same to corporation officers or Directors so that corrective action can be taken.
Article XIII - Conflict of Interest
A Conflict of Interest is any form of barrier that prevents a Director or officer or employee or contractor (hereinafter agent) of the corporation from being impartial and loyal to the stated purposes or Mission of the corporation. A perceived or apparent conflict of interest is any situation that may cause an observer or third party to question whether an agent of the corporation can be objective or impartial because of a competing interest where said agent may have a dual allegiance. The agenda of each Board Meeting shall include a discussion of whether any agent of the corporation has developed a Conflict of Interest or the appearance of having a Conflict of Interest. The Board is empowered to determine by majority vote of the full Board whether an agent of the corporation has developed an actual or apparent Conflict of Interest, and to likewise determine whether said agent should timely act to remove such Conflict of Interest, and to recommend resignation of said agent in the event that said Conflict is not able to be timely removed. The Board is empowered over the course of a minimum of three scheduled Board Meetings to dismiss by majority vote of the full Board any Director subject to identified or apparent Conflict of Interest when said Director refuses to either remove the Conflict or resign the Directorship.
Article XIV - Document Retention Policy
To facilitate Directors’ fulfillment of the duty of care, establish transparency, and ensure regulatory compliance, the corporation shall retain all documents that materially pertain to all of its functions, in perpetuity. Said documents include but are not limited to: Articles of Incorporation, audit reports, resolutions, records of financial transactions, financial statements, insurance policies, minutes of Board meetings, tax returns, and postal or email correspondence that materially pertains to primary corporate functions.
Article XV – Procedures
The corporation shall utilize its resources to conduct advocacy and education actions, and to solicit donations, and to engage in election and lobbying actions in way compliant with applicable laws.
The corporation may affiliate with other organizations to the extent that such affiliations do not damage its public image or threaten its tax-exempt status or violate regulations pertaining to the conduct of 501(c)(4) corporations.
Article XVI – Political Events
The corporation may be represented at political events such as fundraisers, conferences, meetings or candidate-sponsored functions, by Directors or employees or agents of 2AVoters who have gained prior Board consent or been retained for such representation.
Article XVII – Compliance and Reporting
The Executive Director shall fulfill or ensure the fulfillment of all responsibilities and requirements pertaining to accounting, compliance, and reporting which are established by agencies of the federal and state governments.
Article XVIII - Amendments to Bylaws
These Bylaws may be amended by the Board of Directors in ways not prohibited by the Bylaws, by a unanimous vote of the full number of sitting Directors at any duly noticed meeting, or by two separate affirmative votes of at least 2/3 of the full Board occurring during two duly noticed meetings that are at least 30 days and no more than 90 days apart, wherein a First Reading of the Amendment is approved at the preceding meeting, and a Second Reading of the Amendment is approved at the following meeting.
The Board may adopt Standing Rules as necessary to implement these Bylaws, by vote of a majority of the full number of Directors currently sitting on the Board, at a duly noticed meeting.
Article XIX - Survivorship and Dissolution
Only in the event of permanent incapacitation or death of all Executive Members of the corporation is the Board empowered to, and shall, timely amend the Articles of Incorporation and Bylaws to change the corporation itself to a non-member corporation, the result of which change is that the Board assumes full and unrestricted power of governance of the corporation. After such corporate transformation, the Board may then proceed in the manner of the Directors' choosing, in ways compliant with these Bylaws and the corporation's Articles of Incorporation.
The Executive Members are empowered to dissolve the corporation by affirmative vote of more than 2/3 of the full Membership.
Only after such time that the corporation has been converted to a non-member corporation by action of Executive Members or by action of the Board pursuant to the first paragraph of this Article XIX, the Board of Directors is empowered to dissolve the corporation by affirmative vote of more than 2/3 of the full number of Directors currently sitting on the Board, at a duly noticed meeting that is scheduled for such purpose.
In the event of dissolution, the Executive Members and/or Board of Directors and appropriate officers or employees of the corporation shall timely act to transfer all monies in the General Fund, less liabilities, dissolution costs, and reasonable compensations demonstrably owed and therefore payable to existing 2AVoters officers and employees and contractors and their heirs for work already performed by said persons, to Second Amendment Foundation (SAF) located at 12500 NE 10th PL, Bellevue, WA 98005, in ways compliant with Section 501(c)(4) of the Internal Revenue Code and also with Oregon Department of Justice regulations pertaining to dissolution of nonprofit corporations; and the Board shall act to ensure that required dissolution filings are made to IRS and appropriate state agencies. At dissolution, if SAF is no longer solvent and active in protection of the citizen right to arms, the Board may similarly transfer the General Fund monies to other legitimate and stable pro-2nd Amendment non-profit organizations, or to well-managed public charities that serve the healthcare needs of minors.
Article XX - Indemnification
The corporation shall, to the extent legally permissible, indemnify each person who may serve or who has served at any time as a member, director, officer, or employee of the corporation against all expenses and liabilities, including, without limitation, counsel fees, judgments, fines, excise taxes, penalties and settlement payments, reasonably incurred by or imposed upon such person in connection with any threatened, pending or completed action, suit or proceeding in which he or she may become involved by reason of his or her service in such capacity; provided that no indemnification shall be provided for any such person with respect to any matter as to which he or she shall have been finally adjudicated in any proceeding not to have acted in good faith in the reasonable belief that such action was in the best interests of the corporation; and further provided that any compromise or settlement payment shall be approved by a majority vote of a quorum of directors who are not at that time parties to the proceeding. The indemnification provided hereunder shall inure to the benefit of the heirs, executors and administrators of persons entitled to indemnification hereunder. The right of indemnification under this Article XX shall be in addition to and not exclusive of all other rights to which any person may be entitled. No amendment or repeal of the provisions of this Article XX which adversely affects the right of an indemnified person under this Article XX shall apply to such person with respect to those acts or omissions which occurred at any time prior to such amendment or repeal, unless such amendment or repeal was voted by or was made with the written consent of such indemnified person. This Article XX constitutes a contract between the corporation and the persons entitled to indemnification hereunder. No amendment or repeal of the provisions of this Article XX which adversely affects the right of an indemnified member, director, officer, or employee under this Article XX shall apply to such member, director, officer, or employee with respect to those acts or omissions which occurred at any time prior to such amendment or repeal.