ARTICLE I - NAME
The name of the corporation shall be the Louisiana Democracy Project, Inc., as provided for in the Articles of Incorporation and the Charter issued by the Secretary of State.
ARTICLE II - PURPOSES
The Corporation is organized, and shall be operated, exclusively for charitable, scientific, civic, and educational purposes as may qualify it for tax exempt status under Section 501(c)(3) of the Internal Revenue Code of 1954.
This includes, but is not limited to: provide free Photo I.D's to registered voters and highlight voting rights achievements and current challenges, to further the public debate, to educate the general public on need for campaign finance reform and involvement in the democratic process.
ARTICLE III - PROHIBITED ACTIVITIES
No part of the net earnings of the corporation shall inure to the benefit of, or be distributable to the members, directors or officers of the Corporation, except that the corporation shall have the authority to pay reasonable compensation for services actually rendered to or for the Corporation.
No substantial part of the activities of Corporation shall consist of carrying on propaganda, or otherwise attempting to influence, participate in, or intervene in any political campaign on behalf of or in opposition to any candidate for public office. Notwithstanding any other provision of these By-laws or of the Articles of Incorporation of the Corporation, or any provision of the State of Louisiana governing or pertaining to the Corporation, the Corporation shall not engage in or carry on any activities not permitted to be engage in or carried on by a corporation described in Section 501 (c)(3) of the Internal Revenue Code of 1954 or the corresponding provision of a future Federal income tax law and exempt from taxation under Section 501(a) of the Internal Revenue Code of 1954(or the corresponding provision of any future income tax law).
Guidelines on Political Activity
To ensure Louisiana Democracy Project, Inc.'s continued credibility with the public and integrity with respect to adherence to principles of democracy, it is essential that we take great care to ensure that the public cannot reasonably infer that Louisiana Democracy Project, Inc. is supporting or opposing candidates, ballot initiatives, or political parties. This policy expresses the importance to Louisiana Democracy Project, Inc. that the organization not be perceived as taking a partisan position in election campaigns.
Louisiana Democracy Project, Inc. is a nonpartisan non- profit organization. The organization does not support or oppose candidates, ballot initiatives or political parties, however those individuals affiliated with the organization can play fully active roles in these and other political arenas.
Members of the Louisiana Democracy Project, Inc. staff, Governing Board and affiliated organizations may include members of a wide range of political beliefs and affiliations. Members of different political affiliations can agree on broad issues of revitalizing government and democracy that are basic to Louisiana Democracy Project, Inc.'s programs. The line against public activities on behalf of candidates, ballot initiatives, or political parties are drawn against only those persons in positions to speak officially for Louisiana Democracy Project, Inc..
This restriction is necessary to prevent inferences that Louisiana Democracy Project, Inc. as an organization is supporting or opposing a candidate, ballot initiative, or political party. This restriction is meant to protect individual freedoms of association and speech that are integral to the principles of democracy and championed by Louisiana Democracy Project, Inc..
THEREFORE:
1. The President of the Governing Board and the Executive Director are considered principal spokespersons for Louisiana Democracy Project, Inc.. Others members of the Governing Board or staff may serve as principal spokespersons if so designated by the Executive Committee or Executive Director. Principal spokespersons shall not:
a. Serve on any organizational committee for any state legislative, statewide, or congressional political candidate, ballot initiative organization, or political party; or
b. Authorize his/her name to be listed on political literature or advertisements sponsored by any state legislative, statewide, or congressional candidate, ballot initiative organization or political party, or
c. Be a candidate for or holder of elected political office.
2. Principal spokespersons for Louisiana Democracy Project, Inc. should make every reasonable effort to avoid confusing the public by also serving as public spokespersons for other political or issue organizations with which Louisiana Democracy Project, Inc. is not affiliated or formally allied.
3. All Louisiana Democracy Project, Inc. leaders and staff members should exert great care to ensure that their activities and political contributions are such that the public cannot reasonably infer that Louisiana Democracy Project, Inc. is supporting or opposing candidates, ballot initiatives, or political parties.
4. No staff or Governing Board member of Louisiana Democracy Project, Inc. may use, or permit to be used, the Louisiana Democracy Project, Inc. name, mailing lists, office facilities or resources to support or oppose any candidate, ballot initiative or political party in accordance with Internal Revenue Service 501(c)(3) regulations.
ARTICLE IV - OFFICES
The principal office of the Corporation shall be located in the State of Louisiana or at such place, as the Board of Directors shall from time to time designate. The Corporation may maintain additional offices at other places as the Board of Directors chooses to designate. ARTICLE V - MEMBERSHIP
The members shall consist of individuals. Individuals may become members by paying the established dues. The Board reserves the right to refuse membership to any group or individual whose aims are not consistent with the principles of this Corporation, but will not discriminate on the basis or race, gender or religion.
ARTICLE VI - BOARD OF DIRECTORS
A. General Powers: Number; Tenure. The business and affairs of the Corporation shall be managed by its Board of Directors, which may exercise all powers of the Corporation and perform all lawful acts and things which are not prohibited by law, the Articles of Incorporation, or these By-Laws directed or required to be exercised or perform by, or are conferred upon or reserved to the members. The number of directors shall be 11, unless increased or decrease pursuant to the following provisions, but shall never be less than 3. A majority of the entire Board of Directors may, at any time, increase or decrease the number of directors of the Corporation as set forth in the Article of Incorporation, subject to the foregoing limitation. The tenure of the office of a director shall not be affected by any decrease in the number of directors so made by the Board.
The directors shall be elected at the annual meeting of the members, except as provided in the Articles and each Director elected shall hold office until the next succeeding annual meeting or until his/her successor is elected and shall qualify. Membership in the Corporation is a pre- requisite for all candidates for the Board of Directors.
B. Vacancies. Any vacancy occurring in the Board of Directors for any reason other than an increase in the number of directors, may, unless otherwise provided in the By-Laws, be filled by a majority of the remaining members of the Board of Directors, although such a majority is less than a quorum. Any vacancy occurring because of an increase in the number of directors may, unless otherwise provided in these By-Laws, be filled by action of a majority of the entire Board of Directors. A director elected by the Board of Directors to fill a vacancy shall be elected to hold office until the next annual meeting of the members or until his/her successor is elected and shall qualify. If there are no directors in office, any officer or member may call a special meeting of the members in accordance with the provisions of the Articles of Incorporation or these By-Laws, at which meeting the vacancies shall be filled.
C. Removal: Resignation. A director shall be removed exclusively by the procedure hereinafter provided. Before any director may be remove, written charges specifying the alleged sufficient cause which is detrimental to the best interest of the Corporation shall be filed with the Secretary, and a copy thereof shall be served on the director charged, and he/she shall be given the opportunity, at a meeting of the members, to be heard on the subject or the charges. At any meeting of the members, duly called and at which there is a quorum, the affirmative vote or two-thirds of all members of the Corporation shall be necessary to effect such removal.
Any director may resign at any time by giving notice to the Board of Directors, the President or the Secretary of the Corporation. Unless otherwise specified in such written notice, the resignation shall be effective upon delivery to the Board of Directors or the designated officer.
D. Place of Meetings. The Board of Directors may hold meetings, annual, regular or special, either within or without the State of Louisiana.
E. Annual Meeting. The annual meeting of each newly elected Board of Directors shall be held immediately following the annual meeting of the members, and no notice of such meeting shall be necessary to the newly elected directors in order to legally constitute the meeting, provided a quorum shall be present.
F. Regular Meetings. Additional regular meetings of the Board of Directors may be held, at such time and place as may be determined by the Board of Directors, without further notice.
G. Special Meetings. Special meetings of the Board of Directors may be called by the President or by two or more directors on seven days notice to each director, if such notice is deliverer personally, by telegram, facsimile or telephone, e-mail or on fourteen days notice if sent by mail.
H. Quorum: Adjournments. At all meetings of the Board of Directors, the presence of a majority of the number of directors then in office, shall constitute a quorum for the transaction of business, and the act of a majority of the directors present at any meeting at which there is a quorum shall be the act of the Board of Directors, except as may be specifically provided by law or in the Articles of Incorporation. If a quorum is not present at any meeting of the Board of Directors, the directors present may adjourn the meeting, until a quorum is present.
I. Action by Consent. Any action required or permitted to be taken at any meeting of the Board of Directors may be taken without a meeting if a written consent to such action is signed by all members of the Board of Directors and such written consent is filed with the minutes of the proceedings of the Board.
J. Meetings by Telephone. The Board of Directors may participate in a meeting by means of a conference telephone or similar communications equipment by means of which all directors participating in the meeting can hear each other at the same time. Participation by such means shall constitute presence at such meeting.
ARTICLE VII - COMMITTEES.
A. Executive Committee. The Board of Directors, by resolution adopted by a majority of the Board, may appoint an Executive Committee consisting of at least 2 members of the Board of Directors one of which should be a low-income person. Each member of the Executive Committee shall continue to be a member thereof until the expiration of his/her term as a director, or earlier resignation, or unless removed sooner as a member or as a director.
B. Powers. The Executive Committee shall have and may exercise all the rights, powers and authority of the Board of Directors, however, any actions of the Executive Committee must be reported to and approved by the Board.
C. Procedure: Meetings. The Executive Committee shall fix its own rules of procedure and shall meet at such times and at such places as may be provided by such rules or as the members or the Executive Committee shall provide. The Executive Committee shall keep regular minutes of its meetings and deliver such minutes to the Board of Directors. The president of the Board shall preside at the meetings of the Executive Committee, and the Secretary of the Corporation shall act as Secretary of Executive Committee.
D. Quorum. A majority of the Executive Committee shall constitute a quorum for the transaction of business, and the affirmative vote of a majority of the members of the entire committee shall be required for any action of the Executive Committee.
E. Other Committees. The Board of Directors, by resolutions adopted by the majority of the whole Board, may appoint such other committee or committees, as it shall deem advisable and with such functions and duties as the Board of Directors shall prescribe.
F. Vacancies. The Board of Directors shall have the power to fill any vacancies in any committee.
G. Action by Consent. Any action required or permitted to be taken at any meeting of any committee of the Board of Directors may be taken without a meeting if a written consent to such action is signed by all members of the committee and such written consent is filed with the minutes of its proceedings.
H. Meetings by Telephone. The members of any committee may participate in a meeting of such committee by means of a conference telephone or similar communications equipment by means of which all members participating in the meeting can hear each other at the same time. Participation by such means shall constitute presence at such meeting.
ARTICLE VIII - NOTICES
A. Form: Delivery. Whenever, under the provisions law, the Articles of Incorporation or these By-Laws, notice is required to be given to any director or member, such notice may be given in writing, by mail, addressed to such director or member, at his/her post office address as it appears on the records of the Corporation. Such notice shall be deemed to be given at the time it is deposited in the United States mail. Notice may also be given personally, or by telephone or telegram.
B. Waiver. Whenever any notice is required to be given under the provision of law, the Articles of Incorporation, or these By-Laws, a written waiver thereof, signed by the person or persons entitled to said notice and filed with the records of the meeting, whether before or after the time stated therein, shall be deemed to be the equivalent to such notice, In addition any member who attends a meeting of the members in person, or is represented at such meeting by proxy, without protesting at the commencement of the meeting the lack of notice thereof to him/her, or any director who attends a meeting of the Board of Directors, or any member of a committee who attends a committee meeting, without protesting at the commencement of the meeting, such lack of notice, shall be conclusively deemed to have waived notice of such meeting.
ARTICLE IX - OFFICERS
A. Designations. The officers of the Corporation shall be chosen by the Board of Directors and shall be a President, a Vice-President, and a Secretary-Treasurer. The Board of Directors may also choose other officers and agents, as it shall deem necessary and appropriate.
The officers of the Corporation shall have such powers and duties as generally pertain to their respective offices, as well as such powers and duties as from time to time may be determined by the Board of Directors. Any number of offices (except those of the President and the Secretary-Treasurer) may be held by the same person, unless the Articles of Incorporation or these By-Laws otherwise provide, but no person shall execute, acknowledge or verify any instrument in more than one capacity, if such instrument is required by law, the Articles of Incorporation, or these By-Laws to be executed, acknowledged or verified by two or more officers.
B. Term of Office: Removal. The Board of Directors, at the annual meeting after each annual meeting of the members, shall choose a President, Vice-President and Secretary-Treasurer when those offices become vacant. The Board of Directors may also choose such other officers and agents as are referred to in Section A of this Article IX. The officers of the Corporation shall hold office for 2 years terms or until their successors are chosen and qualify. No officer except the President may serve concurrent terms. Any officer elected by the Board of Directors may be removed at any time by the affirmative vote of a majority of the Directors then in office, when, in their judgment, the best interests of the Corporation will be served thereby. Such removal shall not prejudice the contract rights, if any, of the person so removed. Any vacancy occurring in any office of the Corporation may be filled for the unexpired portion of the term by the Board of Directors.
C. President. The President shall be the chief executive officer of the Corporation, and shall have general charge of the business, affairs and property of the Corporation and general supervision over its other officers and agents. He/she shall perform all duties incident to the office of President and shall see that all resolutions of the Board of Directors are carried into effect. The President shall use his/her own discretion in determining the activities that will further the purposes of the Corporation.
He/she shall preside at all meetings of the Executive Committee and his/her supervision over the affairs of the Corporation shall be subject to the review of the Executive Committee, which may, by majority vote, overrule his/her decision. The President shall submit an annual report of the operations of the Corporation to the Board of Directors at its annual meeting.
D. Vice-President. The Vice-President shall in the absence of the President, or in the event of his/her disability, perform the duties and exercise the powers of the President, and shall generally assist the President and perform such other duties as from time to time may be assigned by the President of the Board of Directors.
E. Secretary-Treasurer. The Secretary-Treasurer shall give, or cause to be given, notice of special meetings of members, the Board of Directors and the Executive Committee. He/she shall keep a record of the membership of the Corporation, and shall keep the minutes of the meetings of the members, Board of Directors and the Executive Committee. He/she shall send copies of minutes of all meetings to the Board of Directors and shall also see that the books, reports, statements, and all other documents required by law are properly kept and filed.
He/she shall have custody of the corporate funds and other valuable effects, shall keep full and accurate accounts of receipts and disbursements in books belonging to the Corporation and shall deposit all monies and other valuable effects in the name and to the credit of the Corporation in such depositories as may be designated by the Board of Directors. He/she shall disburse the funds of the Corporation, working in close cooperation with the President, as may be ordered by the Board of Directors, taking proper vouchers for such disbursements, and shall render to the President, and the Board of Directors, whenever they may require it, an account of all his/her transactions as Secretary-Treasurer and of the financial conditions of the Corporation.
He/she shall perform such other duties as may be assigned to him/her from time to time by the President or the Board of Directors.
F. Assistant Secretary. The Assistant Secretary, if any, shall, in the absence of the Secretary- Treasurer, or in the event of his/her disability, perform the secretarial duties and exercise the secretarial powers of the Secretary-Treasurer and shall perform such other duties and have such other powers as may from time to time be designated by the President or the Board of Directors.
G. Assistant-Treasurer. The Assistant Treasurer, if any, shall, in the absence of the Secretary- Treasurer, or in the event of his/her disability, perform the financial duties and exercise the financial powers of the Secretary-Treasurer and shall perform such other duties and have such other powers as my from to time be designated by the President or Board of Directors.
I. Resignations. Any officer may resign at any time by delivering a written resignation to the Board of Directors, the President or the Secretary- Treasurer of the Corporation. Such resignation shall be effective upon delivery.
ARTICLE X -CORPORATE FINANCES
A. Deposit of Funds. All funds of the Corporation not otherwise employed shall be deposited in such banks or trust companies as the Board of Directors may from time to time determine.
B. Checks, etc. All checks, drafts, notes and evidence of indebtedness of the Corporation shall be signed by the President and such other officer or officers of the corporation as the Board of Directors from time to time may determine.
C. The Directors may determine any registration fee or other assessments imposed upon members of this Corporation.
ARTICLE XI - COMPENSATION
Any member, Director or Officer of the Corporation is authorized to receive reasonable compensation from the Corporation for services rendered to the Corporation when authorized by the Board of Directors. No member or Director of the Corporation may receive compensation merely for acting as a member or Director.
ARTICLE XII CORPORATE SEAL
The Board of Directors may adopt and/or alter a seal of such form, content, and design, as it deems advisable.
ARTICLE XIII - FISCAL YEAR
The fiscal year of the Corporation shall be from January 1 to December 31 of each year.
ARTICLE XIV - AMEMDMENTS
The Board of Directors shall have the power to make, alter, and repeal these By-Laws, and to adopt new By-Laws, by an affirmative vote of a majority of the entire Board of Directors, provided that such notice of the proposal to make, alter or repeal these By-Laws, or to adopt new By-Laws, was included in the notice of the meeting of the Board of Directors at which such action takes place. Amendments to the Articles of Incorporation shall be make in the following manner: The Board of Directors shall adopt a resolution setting forth the proposed amendment and directing that it be submitted to a meeting of the members. Notice, as hereinbefore described, and shall be given to all members, setting forth the proposed amendment or a summary of the proposed changes. The proposed amendment shall be adopted upon receiving the affirmative vote of at least two-thirds of the votes entitled to be cast by members present or represented by proxy at such meeting.
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