The cat-a-lyst Book

Corporation Model

The reason for including the following articles of Incorporation and By-Laws for the Institute for the Study of Community Self-Reliance Through Applied Appropriate Technology, is to provide a model that can be minimally altered and used when forming a new organization. When a group of people want to work together, the question may be asked, "What kind of organization shall we be?" The choice of the writer of this manual is the non-profit corporation.

I suggest the non-profit corporation for several reasons:

1. The need for some type of formal structure

2. When you have met the requirements of a non-profit corporation in your state, you really are a non-profit group. When you have met the requirements for your state you will have a clear understanding of what it means to be "non-profit"

3. You show clearly that yours is not a commercial venture

4. Donations of time, talent or dollars are easier to obtain

5. It is much easier when working with other organizations and entities such as cities when you are a non-profit corporation since your motives are not in question

6. People that are willing to be involved will not want to expose themselves to personal liability due to actions of the group as a whole or actions of individuals in the group. The non-profit corporation form of organization offers this protection to them

Also included is a Liability Avoidance Check List so that the people who are bold enough to step forward and work for Peace, in this way, are protected from the liability that might accrue to them from the deeds of others. By following the guidelines offered here, one should be insulated from the wrong actions of others, either purposeful or accidental.

NOTICE: This checklist and/or these articles of incorporation are not in any way a substitute for competent legal opinion. As in any situation where liability is possible, you should check with a local attorney to be sure these guidelines are adequate in the jurisdiction in which you will be active.

Articles of Incorporation of Institute for the Study of Community Self-Reliance Through Applied Appropriate Technology

The undersigned, in order to form a nonprofits corporation under Chapter 24.03 of the Revised Code of Ecotopia, hereby signs and verifies the following Articles of Incorporation:

ARTICLE I

The name of the corporation is Institute for the Study of Community Self-Reliance Through Applied Appropriate Technology.

ARTICLE II

The duration of the corporation shall be perpetual.

ARTICLE III

The initial registered office of the corporation is 13725 Sultan Basin Road, Sultan, Ecotopia 9829X and the initial registered agent at such address is Liesel FreeHart.

ARTICLE IV

Section 1. Purposes:

To operate exclusively for religious, charitable, scientific, literary, or educational purposes, within the meaning of 501 (c)(3) of the Internal Revenue Code of 1954.

1.1 The overall goal of the Institute is to contribute to the well-being and quality of life of communities and their people. In order to achieve this overall goal, the institute shall work for the following purposes:

1.2 To seek and identify areas of need for research and assistance in self-reliance to communities and individuals. Such areas of concern may include, but are not limited to, energy, food production and handling, land use, on-site waste handling, shelter, and water.

1.3 To provide professional assistance to communities and individuals through planning for the use of appropriate technologies.

Appropriate Technologies may be defined as those technologies that tend toward a series of factors listed below.

a. Does not release pollutants/poisons to environment

b. Protects existing natural habitat

c. Restores viability of ecosystems

d. Recycles organic nutrients/creates topsoil

e. Produces food

f. Conserves renewable resources

g. Conserves non-renewable resources

h. Promotes use of renewable energy sources.

i. Promotes use of recycled materials

j. Reduces resource consumption

k. Reduces transportation dependence

l. Long life

m. Low cost (initial and/or lifetime)

n. Promotes small-scale production, local ownership, bio-regional economy

o. Promotes "right livelihood" (meaningful work, income)

p. Labour/skill intensive

q. Provides human habitat

r. Promotes social flexibility/adaptability

s. Promotes self-reliance and community co-operation

t. Understandable/usable at community level

u. Creates/maintains natural beauty

1.4 To engage in research and study of specific means of achieving such objectives, to disseminate the results of these inquiries through publications, correspondence, personal contacts, lectures, demonstrations, and instructions; and to undertake appropriate action with interested communities and individuals.

Section 2. Limitations:

2.1 The corporation shall have no capital stock, and no part of its net earnings shall inure to the benefit of any trustee, officer, or member of the corporation, or any private individual.

2.2 No member, trustee or officer of the corporation, or any private individual shall be entitled to share in the distribution of any of the corporate assets upon dissolution of the corporation, or the winding up of its affairs. Upon such dissolution or winding up, all the remaining assets of the corporation shall be distributed by the Board of Trustees for identical uses and purposes to any other organization which would then qualify for exemption under the provisions of Section 501 (c) (3) of the Internal Revenue Code as now stated, or as it may be hereafter amended.

2.3 No substantial part of the activities of the corporation shall be carrying on of propaganda, or otherwise attempting to influence legislation except as may be permitted to S 501 (c) (3) by the Internal Revenue Code, and the corporation shall not participate in, or intervene in (including the publication or distribution of statements) any political campaign on behalf of any candidate for public office.

2.4 Notwithstanding any other provisions of these Articles, the corporation shall not conduct or carry on activities not permitted to be conducted or carried on by an organization exempt under S 501 (c) (3) of the Internal Revenue Code as now stated, or as it may be hereafter amended, or by organization contributions to which are deductible under S 170 (c) (2) of such Code as now stated, or as it may be hereafter amended.

Section 3. Powers: In general, and subject to such limitations and conditions are or may be prescribed by law, or in the corporation's Articles of Incorporation or Bylaws, the corporation shall have all powers which now or are hereafter conferred by law upon a corporation organized for the purpose hereinabove set forth, or necessary or incidental to the powers so conferred, or conducive to the attainment of the purpose of the corporation.

ARTICLE V

1. The management of the corporation will be vested in a board of no less than three directors. The number, qualifications, terms of office, manner of election, time and place of meeting, and powers and duties of directors shall be such as are prescribed by the Bylaws of the corporation.

2. The names and addresses of the directors who will first manage the affairs of the corporation as provided in the bylaws are:

ARTICLE VI

The authority to make, alter, amend or repeal Bylaws is vested in the Board of Directors, and may be exercised at any regular or special meeting of the Board.

IN WITNESS WHEREOF, I have hereunto set my hand this day of month, 20**. Incorporator STATE OF WASHINGTON ss.County of ( ) I, being first duly sworn on oath depose and say: I am the incorporator of the above-named corporation; I have read the foregoing Articles of Incorporation; of , know the contents thereof, and believe the same to be true.
SUBSCRIBED AND SWORN to before me this day of , 20**. NOTARY PUBLIC in and for the state of Ecotopia, residing at

BY LAWS

INSTITUTE FOR THE STUDY OF COMMUNITY

SELF-RELIANCE THROUGH APPLIED APPROPRIATE TECHNOLOGY

ARTICLE I

Board of Directors

I.1 Powers and Qualifications. The Board of Directors shall manage the affairs of the corporation.

I.2. Number. The number of directors of the corporation shall be not less than three. The Board of Directors by amendment of these Bylaws may increase or decrease the number of directors, provided that no decrease in number shall have the effect of shortening the term of any incumbent, or reducing the number of directors to less than three.

I.3 Executive Committee. The Board of Directors by resolution adopted by a majority of the directors in office may designate and appoint an executive committee which shall consist of two (2) or more directors and which shall have and exercise such authority of the Board of Directors and which shall have and exercise such authority of the Board of Directors in the management of the corporation as may be specified in said resolution; provided, that no such committee shall have the authority of the Board of Directors in reference to amending, altering or repealing the Bylaws; electing, appointing or removing any member of any committee or any director or officer of the corporation; amending the Articles of Incorporation; adopting a plan of merger or adopting a plan of consolidation with another corporation or revoking proceedings therefore; adopting a plan for the distribution of the assets of the corporation; or amending, altering or repealing any resolution of the Board of Directors which by its terms provides that it shall not be amended, altered, or repealed by such committee and the Board of Directors or any individual director of any responsibility imposed upon it or her/him by law.

I.4 Election and Term After the first annual meeting, the member or members of one class of directors shall be elected to hold office until the expiration of the term of office of the class of directors into which elected, and until s/he or their respective successors are elected and qualified.

I.5 Vacancies. The Board of Directors shall have power to fill any vacancy occurring in the Board and any directorship to be filled by reason of an increase in the number of trustees by amendment to these Bylaws. The director appointed or elected as the case may be to fill a vacancy, shall be elected or appointed for the unexpired term of her/his predecessor in office. Any trustee appointed by the Board by reason of an increase in the size of the Board shall stand for election for the remainder of the specified term for such position at the next annual membership meeting.

ARTICLE II

Members of Board of Directors

II.1 Annual Meeting. The annual meeting of the Board of Directors shall be held on the Winter Solstice each December at 7:00 p.m.

II.2 Special Meetings. Special meetings of the Board of Directors may be held at any place, at any time, whenever called by the president or any two (2) or more directors.

II.3 Notice of Meetings. Notice of the time and place of any special meetings of the Board of Directors shall be given by the secretary or by the person or persons calling the meeting, by mail, telegram, or by personal communication over the telephone or otherwise, at least three (3) days prior to the date of which the meeting is to be held. Attendance of a director at any meeting shall constitute a waiver of notice of such meeting, except where the director attends a meeting for the purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted nor the purpose of any meeting of the Board of Directors need be specified in the notice or any waiver of notice of such meeting.

II.4 Quorum. A majority of the Board of Directors shall constitute a quorum for the transaction of business. The act of the majority of directors present at a meeting at which a quorum is present, shall be the act of the Board of Directors. At any meeting of the Board of Directors at which a quorum is present, any business may be transacted, and the Board may exercise all of its powers.

ARTICLE III

Actions by Written Consent

Any corporate action required or permitted by the Articles of Incorporation or Bylaws, or by the laws of the state of Ecotopia, to be taken at a meeting of the Board of Directors of the corporation, may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the members of the Board entitled to vote with respect to the subject matter thereof. Such consent shall have the same force and effect as a unanimous vote, and may be described as such.

ARTICLE IV

Waiver of Notice

Whenever any notice is required to be given to any Director of the corporation by the Articles of Incorporation or Bylaws, or by the laws of the state of Ecotopia, 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 equivalent to the giving of such notice.

ARTICLE V

Indemnification of Directors and Officers

Each director or officer now or hereafter serving the corporation and each person who at the request of or on behalf of the corporation is now serving or hereafter serves as a director or officer or trustee of any other corporation, whether for profit, or not for profit, and her/his respective heirs, executors, and personal representatives, shall be indemnified by the corporation against expenses actually and necessarily incurred by her/him in connection with the defence of any action, suit, or proceeding in which s/he is made a party by reason of being or having been such trustee, director or officer, except in relation to matters as to which S/He shall be adjudged in such action, suit or proceeding to be liable for negligence or misconduct in the performance of duties; but such indemnification shall not be deemed exclusive of any other rights to which such person may be entitled under any Bylaw, agreement, vote of Board of Directors or members, or otherwise.

ARTICLE VI

Officers

VI.1 Officers Enumerated. The officers of the corporation shall be a president, one or more vice presidents, a secretary, a treasurer, and such other officers and assistant officers as may be deemed necessary by the Board of Directors, each of whom shall be annually elected by the Board of Directors, and shall serve until their successors are duly elected and qualified. The same person, except the offices of president and secretary, may hold any two or more offices. In addition to the powers and duties specified below, the officers shall have such powers and perform such duties as the Board of Directors may prescribe.

VI.2 The President. The president must be a Director of the Corporation. S/He shall exercise the usual executive powers pertaining to the office of president. S/He shall preside at meetings of the Board of Directors.

VI.3 The Vice President. In the absence or disability of the president, the vice-president shall act as president.

VI.4 The Secretary. It shall be the duty of the secretary to keep records of the proceedings of the Board of Directors, to sign and execute with the president all deeds, bonds, contracts, and other obligations or instruments, in the name of the corporation, to keep the corporate seal and to affix the same to proper documents.

VI.5 The Treasurer. The treasurer shall have the care and custody of and be responsible for all funds and investments of the corporation, and shall cause to be kept regular books of account. S/He shall cause to be deposited all funds and other valuable effects in the name of the corporation in such depositories as may be designated by the Board of Directors. In general, s/he shall perform all of the duties incident to the office of treasurer.

VI.6 Vacancies. The Board of Directors at any regular or special meeting may file vacancies in any office arising from any cause.

VI.7 Salaries. The salaries of all officers and agents of the corporation shall be fixed by the Board of Directors.

VI.8 Any officer elected or appointed may be removed by the Board of Directors whenever in its judgement the best interests of the corporation will be served thereby. The rights, if any, of the officer so removed; provided that election or appointment of an officer or agent shall not of itself create contracts rights.

ARTICLE VII

Administrative and Financial Provision

VII.1 The fiscal year of the corporation shall be .

VII.2 Loans Prohibited. The corporation shall make no loans to any officer or to any director.

VII.3 Corporate Seal. The following is an impression of the corporate seal of the corporation.

VII.4 Amendment of Bylaws. These Bylaws may be altered, amended or repealed by the affirmative vote of a majority of the Board of Directors at any annual or special meeting of the Board.

VII.5 Rules of Procedure. The rules of procedure at meetings of the Board of Directors of the corporation shall be the rules contained in Roberts' Rules of Order on Parliamentary Procedure, newly revised, so far as applicable and when no inconsistent with these Bylaws, the Articles of Incorporation or with any resolution of the Board of Directors