Article
I.
Offices
The principal office of the RURAL ADVOCACY LEAGUE
(hereafter the “Corporation”) shall be located at
901 Rodgers Street #8
,
Missoula
,
Montana
,
59802
. The Corporation may have
such other offices either within or without the State of
Montana
, as the Board of Directors may determine from time to time.
Article II. Board of Directors
Section 1.
Number and Term of Office.
The business affairs of the Corporation shall be managed by a Board
of three (3) or more Directors, who shall be elected to serve for a term
of no less than 1 year and no more than 5 years, but who shall hold
office until their successors shall be duly elected and shall take
office. Upon re-appointment,
any director may succeed himself for additional terms not to exceed ten
(10) years.
Section 2.
Election.
The initial Board of Directors shall be those named in the Articles
of Incorporation. Thereafter,
the Directors shall be appointed at the annual meeting of the
Corporation by a majority vote of the Directors then in office,
provided, however, that if an election of Directors is not held on the
date fixed for the annual meeting, Directors may be elected at a special
meeting called for that purpose. Such
special meeting may be called by the Directors then in office, upon
notice of such meeting in the manner provided for calling the annual
meeting.
Section 3.
Chairman.
The Board of Directors shall elect a chairman from among its
members. The chairman shall
preside over all Board of Directors meetings and have all other
authority as may be delegated by the Board.
Section 4.
Quorum.
A quorum for any meeting of the Board of Directors shall consist of a
majority of the entire membership of the Board as then constituted.
Section 5.
Meetings and Notices.
The regular annual meeting of the Board of Directors for the
appointment of Directors shall be held each year on the fourth Friday in
May at 5:00 P.M. or as the Board of Directors otherwise determines.
As soon after the election of Directors at the annual meeting as
is possible, the new Board of Directors shall appoint a Chairman of the
Board and the Officers of the Corporation.
Special meetings of the Board may be called at any time by the
President, Chairman or by a majority of the members of the Board. Notice
of the time and place of holding the meetings of the Board shall be
given to each Board Member and to the President so as to allow them a
reasonable time to be present at the meeting; but if all of the
Directors shall be present at any meeting, or shall sign a written
waiver of notice or consent to the holding of any meeting before or
after the time of such meeting, the action taken at such meeting shall
be as valid as if such a meeting had been regularly called.
All notices required hereunder these Bylaws may be given via
U.S.
mail, personal delivery, facsimile transmission or e-mail.
Signing an approval of any minutes or resolution of any meeting
of the Board shall be deemed a waiver of notice thereof.
Section 6.
Powers and Duties.
The Board of Directors shall have and exercise all such general powers
as are usually exercised by Boards of Directors, and shall have power to
do all lawful acts and things not prohibited by statute, Articles of
Incorporation or these Bylaws, including, but not limited to, the power
to delegate all or a portion of the powers of the Board from time to
time to an executive committee, or other standing or special committees.
Section 7.
Vacancies.
When any vacancy in the Board shall occur by reason of death,
resignation or otherwise, the remaining members of the Board or a
majority of them shall have power to fill such vacancy.
Any Director chosen to fill a vacancy shall serve for the full
unexpired term of the Director causing such vacancy.
Section 8.
Adjournment.
If a quorum of Directors shall not be present at the time and place
designated for a meeting of the Director any Director present may, by
declaration, adjourn that meeting until such time a quorum is present.
Section 9.
Executive Committees.
The Board of Directors, by resolution adopted by a majority of the
Directors in office, may designate and appoint one or more committees
each of which shall consist of two or more Directors, which committees,
to the extent provided in such resolution, shall have and exercise all
the authority of the Board of Directors, except as otherwise provided in
MCA 35-2-407.
Article III. Officers
Section 1.
President.
The President shall be the chief executive officer of the Corporation,
shall be appointed by the Board and shall serve at the pleasure of the
Board, for such term as may be fixed by the Board, not to exceed three
years. He shall be advisor to the Board, and shall have general
supervision of the staff and general active management of the business
of the Corporation. He shall
have power to sign all deeds, conveyances, assignments, notes, bonds,
mortgages or deeds of trust and other instruments and documents required
to be executed by the Corporation and shall perform such other acts as
are usually incident to his office or as may otherwise be required or
authorized by the Board of Directors.
Section 2.
Vice-President.
In the absence of the President or his inability for any reason to
perform such duties, the Vice-President shall serve as the President.
The signature of the Vice-President on any conveyance,
assignment, certificate or other instrument or document executed in the
name of or on behalf of the Corporation shall be prima facie evidence of
his authority to sign the same for the Corporation.
Section 3.
Treasurer.
The Treasurer shall be appointed by the Board and shall have custody of
the corporate funds and securities; shall keep full and accurate records
of all receipts and disbursements, and of the financial business
transactions of the Corporation in such banks and depositories as the
Board may direct; shall, alone or in conjunction with others named by
the resolution of the Board, have the power to withdraw by check or
draft or other order, the funds of the Corporation and deposit in any
bank or safe deposit box; shall from time to time, make written reports
to the President and to the Board of Directors showing the financial
condition of the Corporation; and shall perform such other duties as the
board may designate. In the
absence of the Treasurer or his inability to perform the duties of his
office, such duties will be the responsibility of an interim treasurer
as appointed by the Board.
Section 4.
Secretary.
The Secretary shall issue notice of all meetings of Directors, when
instructed to do so; he shall attend such meetings and keep full and
true copies of the minutes of such meetings in a minute book of the
Corporation; he shall have charge of the corporate seal and shall attest
the same by his signature when attached to any conveyance, certificate,
or other instrument or document; and shall perform such other duties as
the Board of Directors and/or President may designate.
The Secretary shall report directly to the President and under
his directions provide support for the Treasurer.
Section 5.
Vacancies.
If the office of the President or any other officer of the Corporation
becomes vacant by reason of death, resignation or otherwise, the
Directors then in office, by majority vote, may choose a successor, who
shall hold office for the unexpired term of the officer vacating such
office.
Section 6.
Joint Offices.
Any two or more offices may be held by the same person, except the
offices of the President and Treasurer.
Article IV. Amendments
The Board of Directors by the affirmative vote of a
majority of its members, may alter, amend or revoke these Bylaws at any
regular or special meeting of said Board.
Article V. Indemnification of Directors, Officers, and
Employees
Any person, his heirs, executors or administrators,
shall be indemnified or reimbursed by the Corporation for damages,
judgments, settlements, costs, charges, or expenses actually incurred in
connection with any action, suit, or proceeding, civil or criminal, to
which he or they shall be made a party by reason of being or having been
a Director, officer, or employee of the Corporation; provided, however,
that no person shall be indemnified or reimbursed in relation to any
matter in such action, suit, or proceeding as to which has been made the
subject of a compromise settlement except with the approval of the court
of competent jurisdiction of the Board, acting by vote of Directors
constituting a majority of the whole number of Directors; and provided
further that such indemnification shall be effective only to the extent
that any loss exceeds the indemnification provisions of any applicable
corporate policy of insurance. The
foregoing rights of indemnification or reimbursement shall not be
exclusive of other rights of indemnification or reimbursement, and shall
not be exclusive of other rights to which such persons, his heirs,
executors or administrators, may be entitled as a matter of law.
Article VI. Audits
The Board of Directors shall appoint an auditing
committee consisting of the Treasurer and two or more members of the
Board. It shall be the duty
of the auditing committee to audit the accounts of the Corporation and
submit a signed statement of the condition of the accounts to the
President for presentation to the Board prior to the annual meeting.
An external audit, by a qualified professional, shall be
conducted no less than every five years.
Article VII. Contracts, Checks, Deposits, Funds
The Board of Directors may authorize or limit the
authorization of any officer or officers, agent or agents of the
Corporation, in addition to or in limitation of the officers so
authorized by these Bylaws, to enter into any contract or execute and
deliver any instrument in the name of and on behalf of the Corporation,
and such authority may be general or may be confined to a specific
instance or transaction. All
checks, drafts, or orders for the payment of money, notes or other
evidences of indebtedness issued in the name of the Corporation shall be
executed in such manner as shall from time to time be determined by
resolution of the board of Directors.
In the absence of such determination by the Board of Directors,
such instruments shall be signed by at least one officer of the
Corporation, with notice given to the other officers both prior to and
subsequent to the execution of such instruments.
All funds of the Corporation shall be deposited from time to time
to the credit of the Corporation in such banks, trust companies, or
other depositories as the Board of Directors may designate.
The Board of Directors may accept in the name of and on behalf of
the Corporation any contribution, gift, grant, contract, bequest, or
devise for any purpose of the Corporation.
Article VIII. Books and Records
The Corporation shall keep correct and complete
books and records of accounts and shall also keep minutes of the
proceedings of its members, Board of Directors and committees having and
exercising any authority of the Board of Directors.
Article IX. Fiscal Year
The fiscal year of the Corporation shall be January
1st through December 31st.
Article X. Seal
The Board of Directors shall provide a corporate
seal, which shall be in a form displayed on the attached Exhibit A.
Article XI. Waiver of Notice
Whenever any notice is required to be given under
the provisions of applicable statutes, Bylaws or Articles of
Incorporation, a waiver thereof in writing signed by the person or
persons entitled to such notice, whether before or after the time stated
therein, shall be deemed equivalent to the giving of such notice.
KNOWN BY ALL THESE PRESENT that the foregoing Bylaws were adopted
as the Bylaws of the Corporation by resolution of the Board of Directors
on this the ___ day of May, 2006.
RURAL ADVOCACY LEAGUE
By:________________________________
Tyler R. Gernant
Its Secretary
.
