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BYLAWS OF TEACH PEACE FOUNDATION
ARTICLE I MEMBERS Section 1. No Incidents of Ownership. The Teach Peace Foundation is operated in the public trust and may not have incidents of ownership. There are no shareholders. This corporation is a nonprofit PUBLIC BENEFIT CORPORATION and is not organized for the private gain of any person. It is organized under the Nonprofit Public Benefit Corporation Law for public and charitable purposes. The specific purpose of this corporation is: to educate the public about non violence and ways to bring about a more peaceful world. We specifically provide education about peaceful solutions for the greatest threats to humanity. This organization is organized and operated exclusively for educational purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code. Notwithstanding any other provision of these articles, Teach Peace Foundation, shall not carry on any other activities not permitted to be carried on by an organization exempt from Federal income tax under section 501(c)(3) of the Internal Revenue Code of 1986 (or the corresponding provision of any future United States Internal Revenue law) or (b) by an organization contributions to which are deductible under section 170(c)(2) of the Internal Revenue Code of 1986 (or corresponding provision of any future United States Internal Revenue law. The corporation shall have members. The articles of incorporation states that members rights and privileges are specified by these corporate bylaws. The Teach Peace Foundation offers online membership at no cost to members. Section 2. Member Meetings. Members are invited to monthly meetings which are announced via e-mail to members requesting to receive this information. Once a year, members are invited to attend a business planning meeting so that everyone can understand what educational programs will be delivered in the upcoming year. Members volunteering to teach peace can receive training on how to deliver Teach Peace Foundation programs at monthly meetings.. Section 3. Termination of Membership. Members must adhere to our non-violent guidelines. The Teach Peace Foundation reserves the right to terminate membership for anyone who demonstrates behavior that violates our guiding principles. Our guiding principles are available on our website at http://www.teachpeace.com/vision&more.htm.
ARTICLE II DIRECTORS Section 1. Number of Directors. The corporation shall be managed by a Board of Directors consisting of up to 11 director(s). Section 2. Election and Term of Office. The directors shall be elected at the annual Board meeting. Unless a director resigns, each director shall serve a term of 2 year(s). Section 3. Quorum. A majority of directors shall constitute a quorum. Section 4. Adverse Interest. In the determination of a quorum of the directors, or in voting, the adverse interest of a director shall not disqualify the director or invalidate his or her vote. Section 5. Regular Meeting. An annual meeting shall be held, with a minimum of 5 days notice. The Board of Directors may provide, by resolution, for additional regular meetings without notice other than the notice provided by the resolution. Section 6. Special Meeting. Special meetings may be requested by the President, Secretary, Treasurer, or any two directors by providing five days' written notice by e-mail, effective when confirmed as received by the President, Secretary or Treasurer. Section 7. Informal Action. Any action required to be taken at a meeting of directors, or any action which may be taken at a meeting of directors or of a committee of directors, may be taken without a meeting if a consent in writing setting forth the action so taken, is approved and confirmed via e-mail by and to the directors. Section 8. Removal / Vacancies. A director shall be subject to removal, with or without cause, at a meeting of the Board called for that purpose. Any vacancy that occurs on the Board of Directors, whether by death, resignation, removal or any other cause, may be filled by the remaining directors. A director elected to fill a vacancy shall serve the remaining term of his or her predecessor, or until a successor has been elected and qualified. Section 9. Committees. To the extent permitted by law, the Board of Directors may appoint from its members a committee or committees, temporary or permanent, and designate the duties, powers and authorities of such committees.
ARTICLE III OFFICERS Section 1. Number of Officers. The officers of the corporation shall be a President, one or more Vice-Presidents (as determined by the Board of Directors), a Secretary, and a Treasurer. Two or more offices may be held by one person. Section 2. Election and Term of Office. The officers shall be elected annually by the Board of Directors at the annual Board of Directors meeting. Each officer shall serve a one year term or until a successor has been elected and qualified. Section 3. Removal or Vacancy. The Board of Directors shall have the power to remove an officer or agent of the corporation. Any vacancy that occurs for any reason may be filled by the Board of Directors.
ARTICLE IV CORPORATE SEAL, EXECUTION OF INSTRUMENTS The corporation shall not have a corporate seal. All instruments that are executed on behalf of the corporation which are acknowledged shall be executed by the President or the Secretary. All other instruments executed by the corporation, including a release of mortgage or lien, may be executed by the President or Secretary. Notwithstanding the preceding provisions of this section, any written instrument may be executed by any officer(s) or agent(s) that are specifically designated by resolution of the Board of Directors.
ARTICLE V AMENDMENT TO BYLAWS The bylaws may be amended, altered, or repealed by the Board of Directors during a regular meeting, a special meeting, and via e-mail collaboration. In the event of e-mail collaboration, Board members review the bylaws and send their approval or disapproval electronically. Board members then receive confirmation of their vote and will also receive confirmation of all Board member votes.
Certification
I certify that the foregoing is a true and correct copy of the bylaws of the above-named corporation, duly adopted by the incorporator(s) on February 14, 2007.
_____signature on file____ Nancy Patterson, Secretary Teach Peace Foundation 539 J Street, Davis, CA 95616
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Copyright 2008 Teach Peace Foundation, 539 J Street, Davis, California, 95616.
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