Bylaws
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Purposes of the Corporation

1.01     Purposes.  You Can Save The Rainforest is organized for the following purposes:

a)      The Corporation is organized and operated exclusively for educational, religious and/or charitable purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code of 1986, as amended.  Not- withstanding any other provision of these Articles, the Corporation shall not carry on any other activities not permitted to be carried on (i) by a corporation 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 (ii) by a corporation, contributions to which are deductible under Section 170(c)(2) of the Internal Revenue Code of 1986 (or the corresponding provision of any future United States Internal Revenue Law).

b)   The business and objective to be carried on and promoted by the organization shall be as follows:

i.        To be organized exclusively for educational and/or charitable purposes including, for such purposes, the making of distributions to organizations that qualify as exempt organizations under 501 (c)(3) of the Internal Revenue Code of 1986, as amended, or the corresponding section of any future federal tax code;

ii.      To empower the community to appreciate and conserve natural land.

iii.    To acquire through contributions, donations, grants, loans, or otherwise, real and personal property, and to own, operate, sell, hold, exchange and otherwise manage and administer any interest in such property to accomplish the purposes set forth herein;

iv.    To construct, maintain, and operate improvements on such property necessary or incident to the accomplishment of the purposes set forth herein;

v.      To contract with other organizations, for-profit, and not-for-profit, with individuals, and with governmental agencies in furtherance of the purposes set forth herein.

            The Corporation is a nonprofit organization that will be financed under a general plan which may include, without limitation, corporate donations, contributions from the general public, fund raising activities, loans and grants from third parties, and income from investments, as the Board of Directors shall deem necessary and appropriate to further the purposes of the Corporation.

1.02     Mission. The mission of You Can Save The Rainforest, Inc. is to empower the domestic and international community to appreciate and conserve land, to protect  land from development so that future generations will be able to enjoy and see its natural beauty, and to secure habitat for flora and fauna living on the land.  

Location

2.01     Principal Office.  The principal office of the Corporation shall be located in the State of Michigan.  Other corporate offices, either within or outside the State of Michigan, may be designated by the Board of Directors.

2.02     Registered Office.  The registered office of the Corporation may also be, but need not be, the principal office named above.  The registered office shall be maintained in the State of Michigan as required by the Michigan Nonprofit Corporation Act, and the address of such registered office may be changed from time to time by the Board of Directors.

Corporate Structural Basis

3.01     Basis.  The Corporation is organized on a nonstock, directorship basis within the meaning of section 2202 of the Michigan Nonprofit Corporation Act, as amended.

Board

4.01     General Powers.  Subject to the provisions of the Nonprofit Corporation Act, as amended, the activities and affairs of the corporation shall be managed and all corporate powers shall be exercised by or under the direction of the Board of Directors. The Board of Directors may delegate the management of the day-to-day operation of the business of the corporation to a management company, committee (however composed), or other person (i.e., Executive Director).

4.02     Number.  There shall be at least one (1) and no more than fifteen (15) Directors on the Board as shall be fixed from time to time by the Board of Directors.  The number of Directors may at any time be increased or decreased by resolution of the Board of Directors.

4.03     Election and Tenure.  Each director of the corporation shall serve until the director’s death, resignation, or removal.  Directors may hold office without being a resident of the State of Michigan.

4.04     Resignation.  Any Director may resign at any time by providing written notice to the Corporation.  The resignation will be effective on receipt of the notice or at a later time designated in the notice.  A successor shall be appointed as provided in section 4.06 of the Bylaws. 

4.05     Removal.  The President may be removed only with cause and by a majority vote of the remaining Board of Directors.  Any other Director may be removed with or without cause by a majority vote of the remaining Directors on the Board.  For the purposes of this section, “cause” shall be narrowly defined to include the following:

i.    Fraud, embezzlement, or misappropriation relating to the Company’s business;

ii.  Willful and continued failure to substantially perform assigned and accepted duties for the Company (other than as a result of incapacity due to physical or mental illness); or

iii. Willful and continued conduct that is demonstrably and materially injurious to the Company. 

4.06          Board Vacancies.  A vacancy on the Board may be filled with a person selected by a majority vote of the remaining Directors of the Board. 

4.07          Regular Meetings.  The Board of Directors shall hold regular meetings at a time and place determined by resolution of the Board.  Notice shall be given at least ten (10) days in advance of the meeting.  The Board shall meet at least one time per year.  The Board of Directors may provide for other meetings by resolution, and the meetings need not be held within the State of Michigan. 

4.08          Special Meetings.  Special meetings of the Board may be called by any two Directors at a time and place as determined by those persons authorized to call special meetings.  Notice of the time and place of special meetings shall be given to each Director, at least three (3) days before the meeting. 

4.09     Statement of Purpose.  Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board need be specified in the notice for that meeting.

4.10     Waiver of Notice.  Directors may waive notice of any special meeting.  Any Director attending a special meeting shall be deemed to have waived notice of the meeting unless attendance is for the express purpose of objecting to the transaction of any business because the meeting is not properly called or convened.

4.11          Meeting by Telephone or Similar Equipment.  Meetings of the Board of Directors and committees of the Board may be effectuated by means of a conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other during the meeting. Participation by such means shall constitute presence in person at such meeting.

4.12     Quorum.  A majority of the Directors then in office constitutes a quorum for the transaction of business at any meeting of the Board.  Unless otherwise stated in the Articles or these Bylaws, actions voted on by a majority of Directors present at a meeting where a quorum is present shall constitute authorized actions of the Board.

4.13          Consent to Corporate Actions.  Any action required or permitted to be taken by authorization of the Board may be taken without a meeting if, before or after the action, all Directors consent to the action in writing.  Written consents shall be filed with the minutes of the Board's proceeding.

4.14          Presumption of Assent.  A Director of the Corporation shall be deemed to have assented to an action taken by the Board of Directors unless he or she makes his or her dissent known during the meeting at which action was taken and his or her dissent is recorded in the minutes of the meeting, or unless the dissenting Director, immediately after the meeting, shall send by registered mail, to the Secretary of the Corporation, a written dissent against the action.  No Director who affirmatively votes for any action may later dissent to that action.

4.15          Organization of Board Meeting and Minutes.  The President (or any other Board member designated by the President) may call any meeting of the Board to order and shall be the Chairperson thereof. The Secretary of the Board, if present, shall act as the Secretary of such meeting. If the Secretary is absent from any such meeting, the Chairperson of such meeting may appoint a Secretary for the meeting. The President (or any other Board member designated by the President) may set the order of business at the beginning of each meeting.  Minutes of all Board meetings shall be kept by the Secretary. 

4.16          Duties and Authorities of Directors.  The Directors shall exercise powers consistent with the Act, rules, and regulations governing Nonprofit Corporations in Michigan, and sound business practices.  The duties of the Board of Directors shall include, but are not limited to, duties set forth in the Act and the following:

i.        Care:  Each board member shall exercise reasonable care when he or she makes a decision as a steward of the organization. 

ii.      Loyalty:  Each board member must give undivided allegiance when making decisions affecting the organization.

iii.    Obedience:  Each board member shall be faithful to the Organization’s mission, and not act in any way that is inconsistent with the goals of the Organization. 

iv.    Legal and Ethical Integrity:  The Directors hold ultimate responsibility and accountability for ensuring that the Organization adheres to legal standards and ethical norms. 

v.      Budget Approval:  The board shall ensure that at least 80% of the funds raised each year are contributed directly to the charitable purpose of the organization, unless unanimously agreed otherwise by the board. 

Committees

5.01     General Powers.  The Board, by resolution adopted by a vote of a majority of its Directors, may designate one or more committees, each committee consisting of one or more Directors.  The Board may also designate one or more Directors as alternate committee members who may replace an absent or disqualified member at a committee meeting.  If a committee member is absent or disqualified from voting, then members present at a meeting who are not disqualified from voting may, whether or not they constitute a quorum, unanimously appoint an alternate committee member to act at the committee meeting in place of the absent or disqualified member.  All committees designated by the Board shall serve at the pleasure of the Board.

            A committee designated by the Board may exercise any powers of the Board in managing the Corporation’s business and affairs to the extent provided by resolution of the Board.  However, no committee shall have the power to:

(a)        amend the Articles of Incorporation,

(b)       adopt an agreement of merger or consolidation,

(c)        amend the Bylaws of the Corporation,

(d)       fill vacancies on the Board, or

(e)        fix compensation of the Directors for serving on the Board or on a committee.

5.02     Meetings.  Committees shall meet as directed by the Board, and their meetings shall be governed by the rules provided in Article IV for meetings of the Board.  Minutes shall be recorded at each committee meeting and shall be presented to the Board.

5.03     Consent to Committee Actions.  Any action required or permitted to be taken by authorization of a committee may be taken without a meeting if, before or after the action, all members of the committee consent to the action in writing.  Written consents shall be filed with the minutes of the committee's proceedings.

Officers

6.01          Number.  The officers of the Corporation shall consist of a President, Secretary, and Treasurer.  One or more Vice Presidents may be appointed as determined by resolution of the Board of Directors.  The Board of Directors may elect officers or assistant officers as they deem necessary.  Two or more offices may be held by the same person, but an officer shall not execute, acknowledge, or verify an instrument in more than one capacity if the instrument is required by law or the articles or bylaws to be executed, acknowledged, or verified by 2 or more officers.

6.02     Election and Terms of Office.  The Board of Directors shall elect the officers of the Corporation.  Officer elections will be held at a properly convened regular or special meeting of the Board.

            An officer’s term shall commence on their election by the Board.  An officer shall continue to serve until a successor is elected, or until death, resignation, or removal of the officer (as provided in section 6.03 of these Bylaws).

6.02          Removal.  The President may be removed only with cause (as defined in Section 4.05 of these bylaws) and by a majority vote of the Board of Directors.  The Board of Directors may, in its discretion, remove any other officer by a majority vote of the Directors when, according to the Board's best judgment, the removal serves the best interest of the Corporation.  The removal of an officer shall be without prejudice to the contract rights of the officer, if any.  The election or appointment of an officer does not of itself create contract rights. 

6.04     Vacancies.  The Board of Directors may fill a vacancy in any office because of death, resignation, or removal of any officer of the Corporation.  The officer filling the vacancy shall serve until the next annual meeting.

6.05     President.  The President is the chief executive officer of the Corporation and shall have authority over the general control and management of the business and affairs of the Corporation, subject to the control of the Board of Directors.  The President may sign any instruments necessary to the operations of the Corporation, unless the signing of the documents has been delegated by the Board of Directors to some other officer of the Corporation, or unless the signing is prohibited by law to be so signed or required by law to be otherwise signed.  The President shall perform all other duties prescribed by the Board of Directors from time to time, and all other duties incident to the office of President.

6.06     Vice Presidents(s).  The Vice President(s), if any, shall perform all duties assigned to the Vice President by the President or by the Board of Directors.  The Vice President shall assume the duties of the President in the event of the President 's death, resignation, removal, disqualification, or inability or refusal to act until the time as the Board of Directors can duly elect a new President.  When more than one Vice President serves the Corporation, the Vice Presidents shall fill the vacancy of the office of President in the order designated at the time of their election, or in the absence of a designation, in the order of their election.

6.07     Secretary.  The Secretary shall:

(a)        Keep minutes of the meetings of the Board of Directors in the minutes book(s) provided for that purpose;

(b)       Be responsible for providing notice to each Director of all meetings as required by law, the Articles of Incorporation, or these Bylaws;

(c)          Keep a register containing the address of each officer and Director, the 

address to be provided to the Secretary;

(d)       Sign any documents with the President or Vice President that the law requires the secretary to sign;

(e)        Perform all duties incident to the office of Secretary, or any other duties assigned to the Secretary from time to time by the Board of Directors or the President; and

(f)        If there is no Vice President, assume the duties of the President in the event of the President 's death, resignation, removal, disqualification, or inability or refusal to act until the time as the Board of Directors can duly elect a new President. 

6.08     Treasurer.  The Treasurer shall:

(a)        Be in charge of, have custody over, and be responsible for all the funds and securities of the Corporation;

(b)       Receive and issue receipts for any money due and payable to the Corporation from any and all sources;

(c)        Deposit any and all money in the Corporation's name in accordance with Article VII of these Bylaws;

(d)       Assure that accurate books and records are kept of corporate receipts and disbursements;  and

(e)        Perform all duties incident to the office of Treasurer or any duties designated from time to time by the Board of Directors or the President.

            The Board of Directors may require the Treasurer to post a bond for the faithful discharge of the Treasurer’s duties in an amount and with sureties as determined by the Board of Directors.

6.09          Assistant Secretaries and Treasurers.  The Board of Directors may appoint or elect Assistant Secretaries or Treasurers as deemed necessary and in the best interest of the Corporation.  The assistants shall perform the duties assigned to them by the Board of Directors or the President, and may be required to fulfill any conditions in sections 6.07 or 6.08 of these Bylaws that apply to the officer whom the assistants are appointed to assist.

Contracts, Loans, Checks, and Deposits

7.01     Contracts.  The Board of Directors may, by resolution, authorize any officer or agent of the Corporation to enter into contracts on behalf of and in the name of the Corporation.  The Board of Directors may also authorize any officer or agent of the Corporation to execute and deliver any instrument in the name of and on behalf of the Corporation.

7.02     Loans.  The Board of Directors may, by resolution, authorize that loans shall be contracted for or that evidence of indebtedness shall be issued in the name of the Corporation.  This is the only manner by which loans or evidence of indebtedness shall be authorized.  Authorization may be general or limited to specific instances.

7.03     Checks and Drafts.  The Board of Directors shall determine, by resolution, which officer or officers, agent or agents of the Corporation shall have the authority and duty to sign all checks, drafts, or other orders for the payment of money issued in the name of the Corporation.

7.04     Deposits.  Any funds of the Corporation not being used in any other manner for the benefit of the Corporation shall be deposited to the credit and in the name of the Corporation in a manner the Board of Directors shall select from time to time.

Indemnification

8.01     Nonderivative Actions.  Subject to all of the other provisions of this article, the Corporation may indemnify any person, as described in (a) or (b) below, who was or is a party, or is threatened to be made a party to, any threatened, pending, or completed action, suit, or proceeding, whether formal or informal (other than an action by or in the right of the Corporation).  The indemnification shall apply only to a person who was or is:

(a)        a Director or officer of the Corporation,  or

(b)       serving at the request of the Corporation as a director, officer, partner, trustee, employee, or agent of another foreign or domestic Corporation, partnership, joint venture, trust, or other enterprise, whether for profit or not for profit. 

            The person may be indemnified and held harmless against expenses (including attorney fees), judgments, penalties, fines, and amounts paid in settlement actually and reasonably incurred by the person in connection with the action, suit, or proceeding, if the person acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the Corporation.  With respect to any criminal action or proceeding, the person must have had no reasonable cause to believe his or her conduct was unlawful.  The termination of any action, suit, or proceeding by judgment, order, settlement, or conviction or on a plea of nolo contendere or its equivalent, shall not by itself create a presumption that:

(a)        the person did not act in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the Corporation, or

(b)       with respect to any criminal action or proceeding, the person had reasonable cause to believe that his or her conduct was unlawful.

8.02     Derivative Actions.  Subject to all of the provisions of this article, the Corporation may indemnify any person who was or is a party to, or is threatened to be made a party to, any threatened, pending, or completed action or suit by or in the right of the Corporation to procure a judgment in its favor because the person was or is:

(a)        a Director or officer of the Corporation, or

(b)       serving at the request of the Corporation as a director, officer, partner, joint venture, trust, or other enterprise, whether or not for profit. 

            The person may be indemnified and held harmless against expenses (including actual and reasonable attorney fees) and amounts paid in settlement incurred by the person in connection with the action or suit if the person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the Corporation. 

            However, indemnification shall not be made for any claim, issue, or matter in which the person has been found liable to the Corporation unless and only to the extent that the court in which the action or suit was brought has determined on application that, despite the adjudication of liability but in view of all circumstances of the case, the person is fairly and reasonably entitled to indemnification for the expenses that the court considers proper.

8.03     Expenses of Successful Defense.  To the extent that a person has been successful on the merits or otherwise in defense of any action, suit, or proceeding referred to in sections 8.01 or 8.02 of this article, or in defense of any claim, issue, or matter in the action, suit, or proceeding, the person may be indemnified against expenses (including actual and reasonable attorney fees) incurred in connection with the action and in any proceeding brought to enforce the mandatory indemnification provided by this article.

8.04     Contract Right; Limitation on Indemnity.  Any indemnification conferred in this article shall be a contract right and shall apply to services of a Director or officer as an employee or agent of the Corporation as well as in the person's capacity as a Director or officer.  Except as provided in section 8.03 of this article, the Corporation shall have no obligations under this article to indemnify any person in connection with any proceeding, or part thereof, initiated by the person without authorization by the Board.

8.05     Determination That Indemnification Is Proper.  Any indemnification under sections 8.01 or 8.02 of this article (unless ordered by a court) shall be made by the Corporation only as authorized in the specific case.  The Corporation must determine that indemnification of the person is proper in the circumstances because the person has met the applicable standard of conduct set forth in sections 8.01 or 8.02 whichever is applicable.  Determination shall be made in any of the following ways:

(a)        by a majority vote of a quorum of the Board consisting of Directors who were not parties to the action, suit, or proceeding,

(b)       if the quorum described in clause (a) above cannot be obtained, then by a committee of not less than two disinterested Directors who are not parties to the action.

(c)        by independent legal counsel in a written opinion.

8.06     Proportionate Indemnity.  If a person is entitled to indemnification under sections 8.01 or 8.02 of this article for a portion of expenses, including attorney fees, judgments, penalties, fines, and amounts paid in settlement, but not for the total amount, the Corporation shall indemnify the person for the portion of the expenses, judgments, penalties, fines, or amounts paid in settlement for which the person is entitled to be indemnified.

8.07     Expense Advance.  Expenses incurred in defending a civil or criminal action, suit, or proceeding described in sections 8.01 or 8.02 of this article may be paid by the Corporation in advance of the final disposition of the action, suit, or proceeding, on receipt of an undertaking by or on behalf of the person involved to repay the expenses, if it is ultimately determined that the person is not entitled to be indemnified by the Corporation.  The undertaking shall be an unlimited general obligation of the person on whose behalf advances are made, but need not be secured.

8.08     Nonexclusivity of Rights.  The indemnification or advancement of expenses provided under this article is not exclusive of other rights to which a person seeking indemnification or advancement of expenses may be entitled under a contractual arrangement with the Corporation.  However, the total amount of expenses advanced or indemnified from all sources combined shall not exceed the amount of actual expenses incurred by the person seeking indemnification or advancement of expenses.

8.09     Indemnification of Employees and Agents of the Corporation.  The Corporation may, to the extent authorized from time to time by the Board, grant rights to indemnification and to the advancement of expenses to any employee or agent of the Corporation to the fullest extent of the provisions of this article with respect to the indemnification and advancement of expenses of Directors and officers of the Corporation.

8.10     Former Directors and Officers.  The indemnification provided in this article continues for a person who has ceased to be a Director or officer and shall inure to the benefit of the heirs, executors, and administrators of that person.

8.11     Insurance.  The Corporation may purchase and maintain insurance on behalf of any person who was or is:

(a)        a Director, officer, employee, or agent of the Corporation, or

(b)       serving at the request of the Corporation as a director, officer, employee, or agent of another corporation, partnership, joint venture, trust, or other enterprise. 

            The insurance may protect against any liability asserted against the person and incurred by him or her in any such capacity or arising out of his or her status as such, whether or not the Corporation would have power to indemnify against such liability under this article or the laws of the State of Michigan.

8.12     Changes in Michigan Law.  If there are any changes in the Michigan statutory provisions applicable to the Corporation and relating to the subject matter of this article, then the indemnification to which any person shall be entitled shall be determined by the changed provisions, but only to the extent that any change permits the Corporation to provide broader indemnification rights than the provisions permitted the Corporation to provide before the change.

Compensation

9.01          Compensation for members of the Board of Directors and Officers.  A person may be compensated for reasonable reimbursement expenses incurred while serving as an officer or as a member of the board.

9.02          Compensation for Employees, Agents or Independent Contractors. When authorized by the Board, a person shall be reasonably compensated for services rendered to the Corporation as an executive director, employee, agent, or independent contractor, except as prohibited by these bylaws.

Fiscal Year

10.01  Fiscal Year, Generally.  The Corporation's fiscal year shall begin on the first day of January and end on the 31st day of December of each and every year.

Notice

11.01  Notice.  When notice is required, it shall be given in person, by phone, or by mail.  Notice shall include the date, time, and place of meeting. 

11.03  Waiver of Notice.  A waiver of notice in writing, signed by the person entitled to notice, either before or after the time stated herein, shall be deemed the equivalent of the giving of notice when notice is required to be given to any Director under these Bylaws or the Articles of Incorporation of this Corporation or the Michigan Nonprofit Corporation Act.

Amendments

12.01      Amendments.  The Board of Directors at any regular or special meeting, may alter, amend, or repeal these Bylaws and adopt new Bylaws by unanimous vote of the Board of Directors, if notice setting forth the terms of the proposal has been given in accordance with any notice requirements for a meeting of the Board.

Parliamentary Authority

13.01      Rules.  The rules contained in the current Robert's Rules of Order, Newly Revised shall govern the Board in all cases to which they are applicable and in which they are not inconsistent with these Bylaws and any special rules of order the Board may adopt.

Books and Records

14.01      Books of Accounts, Minutes, and Records.  Except as otherwise provided by law, the Corporation:

(i)     Shall keep as permanent records minutes of all meetings of its members and Board of Directors, a record of all actions taken by the Board without a meeting, and a record of all actions taken by a committee of the Board exercising the authority of the Board on behalf of the Corporation;

(ii)   Shall maintain appropriate accounting records;

(iii) Shall keep a copy of the following records at its principal office:

a.       The Articles or Restated Articles of Incorporation and all amendments to them currently in effect;

b.      The Bylaws or Restated Bylaws and all amendments to them currently in effect;

c.       Its financial statements for the past three (3) years;

d.      A list of the names and business addresses of its current Directors and Officers; and

e.       Its most recent annual report delivered to the State of Michigan.

14.02  Copies of Resolutions.  Any person dealing with the Corporation may rely upon a copy of any of the records of the proceedings, resolutions, or votes of the Board of Directors, when certified by the Secretary, an assistant secretary, or other Officer authorized by the Board.

APPROVED

____________________                       ________________________________________

Date                                                       Secretary

info@youcansavetherainforest.org     (800) 763-2960 ext. 1    

You Can Save the Rainforest, PO BOX 1358, East Lansing, MI, 48826

Copyright © 2003-2007 You Can Save the Rainforest Inc™. All Rights Reserved.®