We Celebrate Democracy / Civil Rights For All Inc

Adopted 2 8 2020

Section 1.1 – Status. We Celebrate Democracy / Civil Rights For All Inc. (referred to in these bylaws as WCD/CRFA) is a nonprofit 501(c)(3) membership corporation incorporated under 11B V.S.A. Section 17.05(1)-(3).
Section 1.2 – Purpose. WCD/CRFA is organized and shall be operated exclusively on a nonprofit basis to promote positive nonviolent public action for democracy and equal civil rights for all people, and to educate about, advocate for and promote democracy and civil rights. Activities of WCD/CRFA will Include the following positive nonviolent public actions; Main Street banner raisings, rallies, marches and parades, fundraising events and educational forums and meetings.
Section 1.3 – Business Office. The business office of WCD/CRFA shall be located at 1196 Lower Dover Rd., Marlboro, Vermont, 05344, and the mailing address of WCD/CRFA shall be: Post Office Box 6231, Brattleboro, Vermont, 05302.
Section 1.4 – Non discrimination. WCD/CRFA will not arbitrarily discriminate on the basis of race, nationality, religion, age , gender, sexual orientation, or political affiliation.

Article II Membership
Section 2.1 Membership. Membership in WCD/CRFA shall be voluntary and open to any individual who signs a registration form and submits an email address, a phone# and a postal address. To be qualified as a member a person shall not have an overriding conflict of interest with WCD / CRFA, and shall not have evidenced a disinclination to act in the best interests of WCD / CRFA. The application for membership shall be subject to review by the Board.
Section 2.2 – Rights. Members shall be not be entitled to participate in the governance of WCD/CRFA as set forth in these bylaws. Members shall receive periodic updates about the activities and operation of WCD/CRFA as determined by the Board.
Section 2.3 – Responsibilities. Each member shall reasonably support and participate in events and activities organized by WCD / CRFA.
Section 2.4 – Withdrawal and expulsion. A member may withdraw at any time upon notice to WCD / CRFA. Membership status may be terminated by the Board whenever the best interests of WCD / CRFA would thereby be served. Upon termination all rights and interests in WCD / CRFA shall cease.

Article III Board of Directors
Section 3.1 – Powers and duties. The business and affairs of WCD / CRFA shall be managed under the direction and supervision of the Board of Directors (sometimes referred to in these bylaws as “the Board”). Such powers shall reside exclusively in the Board as a deliberative body; they may reside in individual directors only to the extent explicitly so delegated by the Board. The duties of the Board shall include, but not be limited to, overseeing the operation and finances of WCD / CRFA, establishing policies to govern operational decisions, engaging a manager and monitoring and evaluating his performance, securing good conditions of employment, and assuring that the purpose and mission of WCD / CRFA are properly carried out.
Section 3.2 – Number and Qualifications. The Board shall consist of not less than three or more than seven individuals as determined by the board. To be qualified as a director a person shall not have an overriding conflict of interest with WCD / CRFA, and shall not have evidenced a disinclination to act in the best interests of WCD / CRFA, as determined by the Board.
Section 3.3 – Nomination, election and terms. Directors may be nominated by the Board, or by a nominating committee appointed by the Board. at or in connection with the first annual meeting, after adoption of these rules, and periodically thereafter as may be necessary directors shall be nominated and appointed for specific one or two years terms in order to assure that approximately half of the terms expire in each year.
Section 3.4 – Compensation. Directors may be compensated only as approved at a meeting of the Board. Directors may be reimbursed for reasonable expenses incurred in connection with the performance of authorized business of WCD / CRFA.
Section 3.5 – Standards of conduct. A director shall discharge his or her duties as a director in good faith, with the care an ordinarily prudent person in a like position would exercise under similar circumstances, and in a manner that the director reasonably believes to be in the best interest of WCD / CRFA.
Section 3.6 – Conflict of interest. Directors shall be under an affirmative duty to disclose their actual or potential conflicts of interest, either direct or indirect, in any matter under consideration by the Board or by a committee exercising any authority of the Board, and such interest shall be made a matter of record in the minutes of the meeting. A director or member of a committee having such an interest shall be permitted to make a statement regarding the matter but shall not be permitted to participate in the discussion or decision on the matter.
Section 3.7 – Indemnification. WCD / CRFA shall indemnify its directors and officers as required by, and may indemnify its directors and officers as permitted by, state law.Indemnification payments shall be made on a priority basis but only in such increments and at such times as will not jeopardize the ability of WCD / CRFA to pay its other obligations as they become due.
Section 3.8 – Committees. The Board may appoint special or standing committees to advise the Board or to exercise such authority as the board shall designate. Such committees shall include at least one director. The appointment of any committee shall not relieve the Board of its responsibilities in the oversight of WCD / CRFA.
Section 3.9 – Termination. The term of office of a director may be terminated prior to its expiration in any of the following ways: (i) voluntarily by a director upon notice to the Secretary; (ii) at a meeting of the board whenever the best interests of WCD – CRFA would thereby be served, provided the affected director is accord fair notice of the proposed action and an opportunity to respond in person or in writing. A director who is absent from three consecutive board meetings or four meetings in any one year period or who has repeatedly failed to meaningfully participate in Board meetings, shall upon determination by the Board, be presumed to have resigned.
Section 3.10 – Vacancies. Any vacancy among directors may be filled by the Board.

Article IV Meetings of the Board
Section 4.1 – Convening. Meetings of the Board shall be held four times in each year or as otherwise determined by the Board. Meetings not called by the Board may be called by the President and shall be called by the Secretary upon the request of any three directors.
Section 4.2 – Notice. Meetings called by the Board shall require no notice it being the responsibility of the absent directors to inquire as to the time of further scheduled meetings. Other meetings shall require written or oral notice to all directors. Written notice shall be delivered at least five days prior to the date of the meeting and oral notice shall be given in person or by telecommunication device at least forty eight hours before the time of the meeting. Notice of meetings of the Board shall also be posted in a conspicuous place and in a timely manner in the office of WCD / CRFA, but the inadvertent failure to do so shall not affect the validity of the meeting.
Section 4.3 – Waiver of notice. Any notice of a meeting required under these Bylaws may be waived at any time before or after the meeting for which notice is required. A person who attends a meeting other than for the sole purpose of objecting to the adequacy of the notice shall be deemed to have waived any objection to the notice.
Section 4.4 – Quorum and voting. The presence in person of a majority of directors shall be necessary and sufficient to constitute a quorum for the transaction of business at any meeting of the Board. Decisions of the Board shall be made by majority voting unless a higher percentage is required by law or by these Bylaws.
Section 4.5 – Action without a meeting. Any action permitted or required to be taken at a meeting of the Board may be taken without a meeting only if written consent to the action is signed by all directors and filed with the minutes of the meetings.
Section 4.6 – Open meetings. Meetings of the Board and all committees shall be open except that sessions of a meeting may be closed as to matters of a confidential or sensitive nature. No decisions shall be made in closed session.
Section 4.7 – Conduct of Meetings. Conduct of meetings shall be guided by Robert’s Rules of Order.

Article V Officers
Section 5.1 – Designation and qualifications. The principal officers of WCD / CRFA shall be President, Vice President, Secretary, and Treasurer. Principal officers shall be directors. The Board may designate other officers or assistant officers.
Section 5.2 – Election terms, and removal. Officers shall be elected by the board at its first meeting. Officers shall serve for terms of one year or until the election of their successors. Officers may be removed and replaced at anytime by the Board whenever the best interests of WCD / CRFA would thereby be served.
Section 5.3 – Duties. In addition to signing or attesting to formal documents on behalf of WCD / CRFA, as authorized by the Board, officers shall have the following duties and such additional duties as are determined by the Board:
(a) The Chairman shall be responsible for coordinating the activities of the Board, assuring the orderly conduct of all meetings, maintaining effective communication with the manager, and shall present an annual report of operations for distribution to members.
(b) The Vice Chairman shall be responsible for performing the duties of the Chairman in his or her absence or disability and assisting the president in the performance of his or her duties.(c) The Secretary shall be responsible for the recording and keeping of adequate minutes of all meetings of the Board, overseeing the issuance of notices required under these Bylaws, and authenticating records of WCD / CRFA.(d) The Treasurer shall be responsible for monitoring the maintenance of financial records, the compilation of financial reports, and the filing of required reports and returns, and shall present an annual financial report to the Board and for distribution to members.

Article VI Fiscal and miscellaneous matters
Section 6.1 – Fiscal year. The fiscal year of WCD / CRFA shall begin on the first day of January and end on the last day of December of the same year.
Section 6.2 – Annual report. WCD / CRFA shall prepare and submit at its annual meeting and to any member requesting its annual report in conformity with 11B V.S.A. Section 17.05(1)-(3).
Section 6.3 – Use of net income. The net income of the WCD / CRFA shall be used for its capital and development needs and for the extension and improvement of its services.
Section 6.4 – Communication by electronic means. Unless otherwise required by these Bylaws any notice, ballot, consent, petition or other document required or permitted by these Bylaws may be delivered by electronic means provided that, in the case where such communication expressly or impliedly requires the signature of the person submitting the communication, means are in place to reasonably assure the authenticity of the signature.
Section 6.5 – Dissolution. Upon termination or dissolution of WCD/CRFA any assets lawfully available for distribution shall be distributed to one (1) or more qualifying organizations described in Section 501(c)(3) of the Internal Revenue Code of 1986. (or described in any corresponding provision of any successor statute) …

Article VII Interpretation and amendment
Section 7.1 – Interpretation. The Board of Directors shall have the power to interpret these Bylaws, apply them to particular circumstances, adopt policies in furtherance of them, provided that all such actions are reasonable and consistent with these Bylaws.
Section 7.2 – Severability. In the event that any provision of these rules is determined to be invalid or unenforceable under any statute or rule of law, then such provision shall be deemed inoperative to such extent and shall be deemed modified to conform with such statute or rule of law without affecting the validity or enforceability of any other provision of these Bylaws.
Section 7.3 – Amendment. These Bylaws may be adopted or amended only at a meeting of the Board of Directors, provided that the proposed Bylaws or amendments are stated or fully described in the notice of the meeting at which they are to be adopted.