NON-PROFIT CORPORATE BYLAWS
ARTICLE I
NAME
1.01 Name
The name of this corporation shall be AmTech Veterans Service.Org.
The business of the corporation may be conducted as AmTech Veterans
Service.Org.
ARTICLE II
PURPOSES AND POWERS
2.01 Purpose
AmTech Veterans Service.Org. is a non-profit corporation and shall
be operated exclusively for educational and charitable purposes within the
meaning of Section 501 (c)(3) of the Internal Revenue Code of 1986, or the
corresponding section of any future Federal tax code.
AmTech Veterans Service.Org’s purpose is to address, educate,
employ coordinate, and provide aid and relief to disabled veterans and/or
other veterans.
We provide education by giving free instructions and on the job
training, regardless of their race, ethnicity, or religion.
To maximize our impact on current efforts, we may seek to
collaborate with other non-profit organizations which fall under the 501© (3)
section of the internal revenue code and are operated exclusively for
educational and charitable purposes.
At times, per the discretion of the board of directors, we may
provide internships or volunteer opportunities which shall provide opportunities
for involvement in said activities and programs in order to have a greater
impact for change.
2.02 Powers
The corporation shall have the power, directly or indirectly,
alone or in conjunction or cooperation with others, to do any and all lawful
acts which may be necessary or convenient to affect the charitable purposes, for
which the corporation is organized, and to aid or assist other organizations or
persons whose activities further accomplish, foster, or attain such purposes.
The powers of the corporation may include, but not be limited to, the
acceptance of contributions from the public and private sectors, whether
financial or in-kind contributions.
2.03 Nonprofit Status and Exempt Activities Limitation.
(a) Nonprofit Legal Status. AmTech Veterans Service.Org. is
a Nevada non-profit public benefit corporation, recognized as tax exempt under
Section 501(c)(3) of the United States Internal Revenue Code.
(b) Exempt Activities Limitation. Not withstanding any other
provision of these Bylaws, no director, officer, employee, member, or
representative of this corporation shall take any action or carry on any
activity by or on behalf of the corporation not permitted to be taken or carried
on by an organization exempt under Section 501(c)(3) of the Internal Revenue
Code as it now exists or may be amended, or by any organization contributions to
which are deductible under Section 170(c)(2) of such Code and Regulations as it
now exists or may be amended. No part of the net earnings of the
corporation shall inure to the benefit or be distributable to any director,
officer, member, or other private person, 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 set forth
in the Articles of Incorporation and these Bylaws.
© Distribution Upon Dissolution. Upon termination or
dissolution of the AmTech Veterans Service.Org, any assets lawfully available
for distribution shall be distributed to one (1) or more qualifying
organizations described in Section 501(c)(3) of the 1986 Internal Revenue Code
(or described in any corresponding provision of any successor statute) which
organization or organizations have a charitable purpose which, at least
generally, includes a purpose similar to the terminating or dissolving
corporation.
The organization to receive the assets of the AmTech Veterans
Service.Org. hereunder shall be selected in the discretion of a majority of the
managing body of the corporation, and if its members cannot so agree, then the
recipient organization shall be selected pursuant to a verified petition in
equity filed in a court of proper jurisdiction against the AmTech Veterans
Service.Org., by one (1) or more of its managing body which verified petition
shall contain such statements as reasonably indicate the applicability of this
section. The court upon a finding that this section is applicable shall select
the qualifying organization or organizations to receive the assets to be
distributed, giving preference if practicable to organizations located within
the State of Nevada.
In the event that the court shall find that this section is
applicable but that there is no qualifying organization known to it which has a
charitable purpose, which, at least generally, includes a purpose similar to the
AmTech Veterans Service.Org., then the court shall direct the distribution of
its assets lawfully available for distribution to the Treasurer of the State
Nevada to be added to the general fund.
ARTICLE III
MEMBERSHIP
3.01 No Membership Classes
The corporation shall have no members who have any right to vote
or title or interest in or to the corporation, its properties and
franchises.
3.02 Non-Voting Affiliates
The board of directors may approve classes of non-voting
affiliates with rights, privileges, and obligations established by the board.
Affiliates may be individuals, businesses, and other organizations that
seek to support the mission of the corporation. The board, a designated
committee of the board, or any duly elected officer in accordance with board
policy, shall have authority to admit any individual or organization as an
affiliate, to recognize representatives of affiliates, and to make
determinations as to affiliates’ rights, privileges, and obligations. At
no time shall affiliate information be shared with or sold to other
organizations or groups without the affiliate’s consent. At the discretion
of the board of directors, affiliates may be given endorsement, recognition and
media coverage at fund raising activities, clinics, other events or at the
corporation website. Affiliates have no voting rights, and are not members of
the corporation.
3.03 Dues
Any dues for affiliates shall be determined by the board of
directors.
ARTICLE IV
BOARD OF DIRECTORS
4.01 Number of Directors
AmTech Veterans Service.Org. shall have a board of directors
consisting of at least 4 and no more than 15 directors. Within these
limits, the board may increase or decrease the number of directors serving on
the board, including for the purpose of staggering the terms of directors.
4.02 Powers
All corporate powers shall be exercised by or under the authority
of the board and the affairs of the AmTech Veterans Service.Org. Shall be
managed under the direction of the board, except as otherwise provided by
law.
4.03 Terms
(a) All directors shall be elected to serve a one-year term,
however the term may be extended until a successor has been elected.
(b) Director terms shall be staggered so that approximately
half the number of directors will end their terms in any given year.
© Directors may serve terms in succession.
(d) The term of office shall be considered to begin January
1 and end December 31 of the second year in office, unless the term is extended
until such time as a successor has been elected.
4.04 Qualifications and Election of Directors
In order to be eligible to serve as a director on the board of
directors, the individual must be 18 years of age and an affiliate within
affiliate classifications created by the board of directors. Directors may
be elected at any board meeting by the majority vote of the existing board of
directors. The election of directors to replace those who have fulfilled
their term of office shall take place in January of each year.
4.05 Vacancies
The board of directors may fill vacancies due to the expiration of
a director’s term of office, resignation, death, or removal of a director or may
appoint new directors to fill a previously unfilled board position, subject to
the maximum number of directors under these Bylaws.
(a) Unexpected Vacancies. Vacancies in the board of
directors due to resignation, death, or removal shall be filled by the board for
the balance of the term of the director being replaced.
4.06 Removal of Directors
A director may be removed by two-thirds (?) vote of the board of
directors then in office, if:
(a) the director is absent and un excused from two or more
meetings of the board of directors in a twelve month period. The board
president is empowered to excuse directors from attendance for a reason deemed
adequate by the board president. The president shall not have the power to
excuse him/herself from the board meeting attendance and in that case, the board
vice president shall excuse the president. Or:
(b) for cause or no cause, if before any meeting of the
board at which a vote on removal will be made the director in question is given
electronic or written notification of the board’s intention to discuss her/his
case and is given the opportunity to be heard at a meeting of the board.
4.07 Board of Directors Meetings.
(a) Regular Meetings. The board of directors shall
have a minimum of four (4) regular meetings each calendar year at times and
places fixed by the board. Board meetings shall be held upon four (4) days
notice by first-class mail, electronic mail, or facsimile transmission or
forty-eight (48) hours notice delivered personally or by telephone. If
sent by mail, facsimile transmission, or electronic mail, the notice shall be
deemed to be delivered upon its deposit in the mail or transmission system.
Notice of meetings shall specify the place, day, and hour of meeting.
The purpose of the meeting need not be specified.
(b) Special Meetings. Special meetings of the board
may be called by the president, vice president, secretary, treasurer, or any two
(2) other directors of the board of directors. A special meeting must be
preceded by at least 2 days notice to each director of the date, time, and
place, but not the purpose, of the meeting.
(c) Waiver of Notice. Any director may waive notice
of any meeting, in accordance with Nevada law.
4.08 Manner of Acting.
(a) Quorum. A majority of the directors in office
immediately before a meeting shall constitute a quorum for the transaction of
business at that meeting of the board. No business shall be considered by the
board at any meeting at which a quorum is not present.
(b) Majority Vote. Except as otherwise required by law or by
the articles of incorporation, the act of the majority of the directors present
at a meeting at which a quorum is present shall be the act of the board.
(C) Hung Board Decisions. On the occasion that directors of the
board are unable to make a decision based on a tied number of votes, the
president or treasurer in the order of presence shall have the power to swing
the vote based on his/her discretion.
(d) Participation. Except as required otherwise by law, the
Articles of Incorporation, or these Bylaws, directors may participate in a
regular or special meeting through the use of any means of communication by
which all directors participating may simultaneously hear each other during the
meeting, including in person, internet video meeting or by telephonic conference
call.
4.09 Compensation for Board Service
Directors shall receive no compensation for carrying out their
duties as directors. The board may adopt policies providing for reasonable
reimbursement of directors for expenses incurred in conjunction with carrying
out board responsibilities, such as travel expenses to attend board
meetings.
4.10 Compensation for Professional Services by Directors
Directors are not restricted from being remunerated for
professional services provided to the corporation. Such remuneration shall
be reasonable and fair to the corporation and must be reviewed and approved in
accordance with the board Conflict of Interest policy and state law.
ARTICLE V
COMMITTEES
5.01 Committees
The board of directors may, by the resolution adopted by a
majority of the directors then in office, designate one or more committees, each
consisting of two or more directors, to serve at the pleasure of the board.
Any committee, to the extent provided in the resolution of the board,
shall have all the authority of the board, except that no committee, regardless
of board resolution, may:
(a) take any final action on matters which also requires
board members’ approval or approval of a majority of all members;
(b) fill vacancies on the board of directors of in any
committee which has the authority of the board;
(c) amend or repeal Bylaws or adopt new Bylaws;
(d) amend or repeal any resolution of the board of
directors which by its express terms is not so amendable or repealable;
(e) appoint any other committees of the board of directors
or the members of these committees;
(f) expend corporate funds to support a nominee for
director; or
(g) approve any transaction;
(i) to which the corporation is a party and one or
more directors have a material financial interest; or
(ii) between the corporation and one or more of its
directors or between the corporation or any person in which one or more of its
directors have a material financial interest.
5.2 Meetings and Action of Committees
Meetings and action of the committees shall be governed by and
held and taken in accordance with, the provisions of Article IV of these Bylaws
concerning meetings of the directors, with such changes in the context of those
Bylaws as are necessary to substitute the committee and its members for the
board of directors and its members, except that the time for regular meetings of
committees may be determined either by resolution of the board of directors or
by resolution of the committee. Special meetings of the committee may also
be called by resolution of the board of directors. Notice of special
meetings of committees shall also be given to any and all alternate members, who
shall have the right to attend all meetings of the committee. Minutes
shall be kept of each meeting of any committee and shall be filed with the
corporate records. The board of directors may adopt rules for the
governing of the committee not inconsistent with the provision of these
Bylaws.
5.3 Informal Action By The Board of Directors
Any action required or permitted to be taken by the board of
directors at a meeting may be taken without a meeting if consent in writing,
setting forth the action so taken, shall be agreed by the consensus of a quorum.
For purposes of this section an e-mail transmission from an e-mail address
on record constitutes a valid writing. The intent of this provision is to
allow the board of directors to use email to approve actions, as long as a
quorum of board members gives consent.
ARTICLE VI
OFFICERS
6.01 Board Officers
The officers of the corporation shall be a board president,
vice-president, secretary, and treasurer, all of whom shall be chosen by, and
serve at the pleasure of, the board of directors. Each board officer shall
have the authority and shall perform the duties set forth in these Bylaws or by
resolution of the board or by direction of an officer authorized by the board to
prescribe the duties and authority of other officers. The board may also appoint
additional vice-presidents and such other officers as it deems expedient for the
proper conduct of the business of the corporation, each of whom shall have such
authority and shall perform such duties as the board of directors may determine.
One person may hold two or more board offices, but no board officer may
act in more than one capacity where action of two or more officers is
required.
6.02 Term of Office
Each officer shall serve a one-year term of office and may not
serve more than three (3) consecutive terms of office. Unless unanimously
elected by the board at the end of his/her three year terms or to fill a vacancy
in an officer position, each board officer’s term of office shall begin upon the
adjournment of the board meeting at which elected and shall end upon the
adjournment of the board meeting during which a successor is elected.
6.03 Removal and Resignation
The board of directors may remove an officer at any time, with or
without cause. Any officer may resign at any time by giving written notice
to the corporation without prejudice to the rights, if any, of the corporation
under any contract to which the officer is a party. Any resignation shall
take effect at the date of the receipt of the notice or at any later time
specified in the notice, unless otherwise specified in the notice. The
acceptance of the resignation shall not be necessary to make it effective.
6.04 Board President
The board president shall be the chief volunteer officer of the
corporation. The board president shall lead the board of directors in performing
its duties and responsibilities, including, if present, presiding at all
meetings of the board of directors, and shall perform all other duties incident
to the office or properly required by the board of directors.
6.05 Vice President
In the absence or disability of the board president, the ranking
vice-president or vice-president designated by the board of directors shall
perform the duties of the board president. When so acting, the vice-president
shall have all the powers of and be subject to all the restrictions upon the
board president. The vice-president shall have such other powers and
perform such other duties prescribed for them by the board of directors or the
board president. The vice-president shall normally accede to the office of
board president upon the completion of the board president’s term of
office.
6.06 Secretary
The secretary shall keep or cause to be kept a book of minutes of
all meetings and actions of directors and committees of directors. The
minutes of each meeting shall state the time and place that it was held and such
other information as shall be necessary to determine the actions taken and
whether the meeting was held in accordance with the law and these Bylaws.
The secretary shall cause notice to be given of all meetings of directors
and committees as required by the Bylaws. The secretary shall have such other
powers and perform such other duties as may be prescribed by the board of
directors or the board president. The secretary may appoint, with approval
of the board, a director to assist in performance of all or part of the duties
of the secretary.
6.07 Treasurer
The treasurer shall be the lead director for oversight of the
financial condition and affairs of the corporation. The treasurer shall
oversee and keep the board informed of the financial condition of the
corporation and of audit or financial review results. In conjunction with
other directors or officers, the treasurer shall oversee budget preparation and
shall ensure that appropriate financial reports, including an account of major
transactions and the financial condition of the corporation, are made available
to the board of directors on a timely basis or as may be required by the board
of directors. The treasurer shall perform all duties properly required by
the board of directors or the board president. The treasurer may appoint,
with approval of the board a qualified fiscal agent or member of the staff to
assist in performance of all or part of the duties of the treasurer.
6.08 Non-Director Officers
The board of directors may designate additional officer positions
of the corporation and may appoint and assign duties to other non-director
officers of the corporation.
ARTICLE VII
CONTRACTS, CHECKS, LOANS, INDEMNIFICATION AND RELATED
MATTERS
7.01 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.
7.02 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.
7.03 Deposits
All funds of the corporation not otherwise employed shall be
deposited from time to time 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.
7.04 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.
7.05 Indemnification
(a) 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.
(b) 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 the law and payment has been authorized in the manner
prescribed by law.
(c) Advance for Expenses. Expenses incurred in defending a
civil or criminal action, suit or proceeding may be 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.
(d) 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 Nevada 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 VIII
MISCELLANEOUS
8.01 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 actios taken by 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.
8.02 Fiscal Year
The fiscal year of the corporation shall be from January 1 to
December 31 of each year.
8.03 Conflict of Interest
The board shall adopt and periodically review a conflict of
interest policy to protect the corporation’s interest when it is contemplating
any transaction or arrangement which may benefit any director, officer,
employee, affiliate, or member of a committee with board-delegated powers.
8.04 Nondiscrimination Policy
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 AmTech Veterans Service.Org. 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.
8.05 Bylaw Amendment
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
Board meeting.
(c) that all amendments be consistent with the Articles of
Incorporation.
ARTICLE IX
COUNTERTERRORISM AND DUE DILIGENCE POLICY
In furtherance of its exemption by contributions to other
organizations, domestic or foreign, AmTech Veterans Service.Org. 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, AmTech Veterans Service.Org. 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.
AmTech Veterans Service.Org. 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 X
DOCUMENT RETENTION POLICY
10.01 Purpose
The purpose of this document retention policy is establishing
standards for document integrity, retention, and destruction and to promote the
proper treatment of ARTICLE X
DOCUMENT RETENTION POLICY
10.01 Purpose
The purpose of this document retention policy is establishing
standards for document integrity, retention, and destruction and to promote the
proper treatment of AmTech Veterans Service.Org. records.
10.02 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, AmTech Veterans Service.Org. 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. AmTech Veterans
Service.Org. records.
10.02 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, AmTech Veterans Service.Org. 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.
Section 2. Exception for Litigation Relevant Documents. AmTech
Veterans Service.Org. 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 the AmTech Veterans Service.Org. 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,
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:
(i) derives independent economic value from the secrecy of the
information; and
(ii) 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.
(i) Contracts. Final, execution copies of all contracts entered
into by the corporation should be retained. The corporation should retain copies
of the final contracts for at least three years beyond the life of the
agreement, and longer in the case of publicly filed contracts.
(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:
(i) printed in hard copy and kept in the appropriate file;
or
(ii) 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 e-mail, as covered elsewhere in this policy.
ARTICLE XI
Transparency and Accountability
Disclosure of Financial Information With The General Public
11.01 Purpose
By making full and accurate information about its mission,
activities, finances, and governance publicly available, AmTech Veterans
Service.Org. 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:
11.02 Financial and IRS documents (The form 1023 and the
form 990)
AmTech Veterans Service.Org. 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.
11.03 Means and Conditions of Disclosure
AmTech Veterans Service.Org. shall make “Widely Available” the
aforementioned documents on its internet website: www.motorcyclememoir.com to be
viewed and inspected by the general public.
(a) The documents shall be posted in a format that
allows an individual using the Internet to access, 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) The website shall clearly inform readers that the
document is available and provide instructions for downloading it.
(c) AmTech Veterans Service.Org. 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).
(d) AmTech Veterans Service.Org. 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.
11.04 IRS Annual Information Returns (Form 990)
AmTech Veterans Service.Org. shall submit the Form 990 to
its board of directors prior to the filing of the 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
director’s via (hard copy or email) at least 10 days before the Form 990 is
filed with the IRS.
11.05 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.
11.06 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.
11.07 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, except that ;
(d) donor records shall be made available to the board when
requested.
ARTICLE XII
CODES OF ETHICS AND WHISTLEBLOWER POLICY
12.01 Purpose
AmTech Veterans Service.Org. 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 AmTech Veterans
Service.Org. 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.
12.02 Reporting Violations
If any director, officer, staff or employee reasonably believes
that some policy, practice, or activity of AmTech Veterans Service.Org. is
in violation of law, a written complaint must be filed by that person with the
vice president or the board president.
12.03 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.
12.04 Retaliation
Said person is protected from retaliation only if she/he brings
the alleged unlawful activity, policy, or practice to the attention of AmTech
Veterans Service.Org. and provides the AmTech Veterans Service.Org.
with a reasonable opportunity to investigate and correct the alleged
unlawful activity. The protection described below is only available to
individuals that comply with this requirement.
AmTech Veterans Service.Org. 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 AmTech Veterans Service.Org. or of
another individual or entity with whom AmTech Veterans Service.Org. 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.
AmTech Veterans Service.Org. 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 AmTech
Veterans Service.Org. 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.
12.05 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.
12.06 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.
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.
ARTICLE XIII
AMENDMENT OF Articles of Incorporation
13.01 Amendment
Any amendment to the Articles of Incorporation may be adopted by
approval of two-thirds (2/3) of the board of directors.
CERTIFICATE OF ADOPTION OF BYLAWS