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BY-LAWS OF

CUMBERLAND COUNTY PROGRESSIVES, INC

Preamble:

Cumberland County Progressive is a group of North Carolina citizens dedicated to changing the world today for a new future which will lead to creating a better community. While we think globally, we act locally.

ARTICLE I: NAME AND PURPOSES

Section1-A. Name. The name of the Corporation is Cumberland County Progressives

Section 1-B. Purpose The Corporation is organized for charitable and educational purposes of promoting research and public discussion to bring unbiased and informative political information to for the citizens of Cumberland County and the means by which citizens can effect global change.

ARTICLE II: MEMBERSHIP AND DUES

Section1-A. Membership is voluntary and shall be confirmed by each member annually. Membership in this organization shall be open to all without regard to race, color, creed, national origin, disability, religion, gender, or sexual or affection orientation

Section1-B. Dues of this organization shall be payable upon membership to the organization of $10.00 per annum paid in United States currency after conversion from any other currency.

ARTICLE III: AUTHORITY AND DUTIES OF DIRECTORS

Section 1-A. Authority of Directors. The Board of Directors ( “the Board”)is the management body and may exercise all the powers and authority granted to the Corporation by law. The President of the organization by virtue of his office shall be Chair of the Board of Directors. Each director shall have one vote. The Board of Directors may make such rules and regulations covering its meetings as it may in its discretion determine necessary.

Section 2-B. Number, Selection and Tenure. The numbers of the Board of Director shall be determined by The Board of Directors and shall consisted of no less than three( 3) and no more than six (6) together with the officers of this organization.

The terms of a directors shall be two years a directors shall serve no more than three consecutive terms. Terms of the Director shall end in December of the year during which the anniversary of their two -year term falls. Director shall elector their successors, or fill vacancies, by majority vote. The Director shall seek to promote diversity on the Board through the selection of Directors.

Section 2-C. Compensation. Directors shall not be compensated for serving on the Board, but, at the dissection of the Board, Directors maybe reimbursed for documented expenses incurred for their service to the Corporation. No employee of the Corporation shall serve as a voting member of the Board. The Board of Directors shall have the control and management of the affairs and business of this organization. Such Board of Directors shall only act in the name of the organization when it shall be regularly convened by its chairman after due notice to all the directors of such

meeting.

Section 2-D. Resignation & Removal. Resignations are effective upon receipt by the Secretary of the Board of written notification, or receipt or other officers if the Secretary is resigning. All directors are expected to attend all board meetings Directors who accumulate five (5) unexcused absences in a one year period are automatically removed from the Board . A director may be removed by a two third vote of the Directors at a meeting, or by action in writing pursuant to Section 2-H, whenever in the Board’s judgment the best interests of the Corporation will be served thereby.

Section 2-E. Vaccines. Vacancies by reason of resignation, death, incapacity, or removal shall be filled by a majority vote of the remaining Directors.

Section 2-F. Meeting. The Board of Directors shall hold at least one (1) meetings annually. The annual Board meeting of this organization shall be held on the Third Saturday of June each and every year except if such day be a legal holiday or a place of meeting is unavailable then and in that event, the Board of Directors shall fix the day but it shall not be more than four weeks from the date fixed by these by-laws. Any and all Directors may participate in a meeting by conference telephone or similar communication equipment, so long as the Directors participating in such meeting can hear each other. Regular meetings shall be at such times and places the Board shall determine. Special meetings may be called by any three (3) Directors with telephone computer or written notice. Notice of meetings shall follow the manner described in Section 2-J unless such notice is waived by a quorum of the Board and duly noted in the minutes of the meeting. The Secretary shall mail to every member in good standing in meeting notification informing our members of time and place of such annual meeting. Regular meetings of this organization shall be held at in designated place determined by the Board of Directors.

Section -G. Quorum and Voting. twenty-five (25%) percent of the members of the Board of Directors shall constitute a quorum and the meetings of the Board of Directors meetings shall be held regularly All decisions shall be majority vote of those present at a meeting at which a quorum is present, except as provided elsewhere the Bylaw.

Section -H. Voting and Actions Without a Meeting. Any vote or action required or permitted to be taken a meeting of the Board ( including amendment of these Bylaws or Articles Incorporation), or of any Board committee, may be conducted via

e-mail, video conferencing, instant messaging or technological advancement not expressed in this document if two-third of the members grants and contracts to assure compliance with their and requirements. For election of officers, ballots shall be

provided and there shall not appear any place on such ballot that might tend to indicate the person who cast such ballot. At any regular or special meeting, if a majority so requires, any question may be voted upon in the manner and style provided for election of officers and directors. At all votes by ballot, the chairman of such meeting shall prior to the commencement of balloting, appoint a committee of three (3) who shall act as "Inspectors of Election" and who shall, at the conclusion of such balloting, certify in writing to the Chair the results. No inspector of election shall be a candidate for office or shall be personally interested in the question voted upon. The presence of not less than two of the members and two members of the Board of Directors shall constitute a quorum and shall be necessary to conduct the business of this organization. Special meetings of this organization may be called by the Chair

when deemed for the best interest of the organization. Notices of

such meeting shall be mailed to all members at their email addresses as they appear in the membership roll at least three (3) days before the scheduled date set for such special meeting. Such notice shall state the reasons that such meeting has been called, the business to be transacted at such meeting and by whom it was called.

Section 3- F. Resignation. Resignations are the effect upon receipt by Secretary of the Board of a written notification, or by the Chair or other officers if the Secretary is resigning.

Section 3-G. Removal. An officer may be removed by the Broad at a meeting, or by action writing pursuant to section 2-H, whenever in the Board’s judgment the best interests of the Corporation will be severed thereby. The removal of a person from corporate office will not terminate or otherwise affect any contractual relationship between that individual ant d the Corporation.

Section 3-H. Office. The initial officers of the organization shall be as follows: President/Chair, Vice President, Secretary, Treasurer Permanent Committee Chairs The President/ Chair shall preside at all membership meetings. The Chair shall by virtue of the office be Chairman of the Board of Directors. The Chair shall present at each annual meeting of the organization an annual report of the work of the organization. The Chair shall appoint all committees, temporary or permanent. The Chair shall see all books, reports and certificates required by law are properly kept or filed.

The Chair shall be one of the officers who may sign the checks or drafts of the organization. The Chair shall have such powers as may be reasonably construed as belonging to the chief executive of any organization.

Section 3-I. The Vice President shall in the event of the absence or inability of the President to exercise the office become acting president of the organization with all the rights, privileges and powers as if the duly elected president.

Section 3-J. The Secretary shall keep the minutes and records of the organization in appropriate books. It shall be that duty to file any certificate required by any statute,

federal or state. The Secretary shall give and serve all notices to members of this organization. The Secretary shall be the official custodian of the records and seal of this organization. The Secretary may be one of the officers required to sign the checks and drafts of the organization. The Secretary shall present to the membership at any meetings any communication addressed as Secretary of the organization. The Secretary shall submit to the Board of Directors any communications which shall be addressed as Secretary of the organization. The Secretary shall attend to all correspondence of the organization and shall exercise all duties incident to the office of Secretary.

Section 3-K. The Treasurer shall have the care and custody of all Moines belonging to the organization and shall be solely responsible for such Moines. The Treasurer shall cause to be deposited in a regular business bank or trust company any sums that the Board of Directors may cause such funds to be invested in such investments as shall be legal for a non-profit corporation in this state. The treasurer must be one of the officers who shall sign checks or drafts of the organization. No special fund may be set aside that shall make it unnecessary for the Treasurer to sign the checks issued upon it. The Treasurer shall render at stated periods as the Board of Directors shall determine a written account of the finances of the organization and such report shall be physically affixed to the agenda of the Board of Directors of such meeting. The Treasurer shall exercise all duties incident to the office of Treasurer. Officers and Permanent Committee Chairs shall by virtue of their office be members of the Board of Directors. No officer shall for reason of their office be entitled to receive any salary or compensation, but nothing herein shall be construed to prevent an officer or director for receiving any compensation from the organization for duties other than as a director or officer.

ARTICLE IV: INDEMNIFICATION

Section 1-A. Every member of the Board of Directors, officer or employee of the Corporation (“Eligible Person”) shall be indemnified by the Corporation against all expenses and all liabilities, including counsel fees, reasonably incurred or imposed upon such Eligible Person in connection with any threatened, pending, or completed action, suit or proceeding (“matter”) to which the Eligible Person in connection with any threatened, pending, or completed action, suit or proceeding (“matter’) to which the Eligible Person may become involved by reason of his or her position with server to the Corporation , except in relation to the Matter as to which ( I ) the Eligible Person failed to act in good faith and for a purpose which he or she reasonably believed to be in the best interest of the Corporation, or (ii) in the case of a criminal Matter settled by agreement , the settlement shall be predicated on such a liability. In the event of a settlement as being of the Matter, the indemnification herein shall apply only when the Board approves such settlement as being in the best interests of the Corporation. The right of indemnification shall be in addition and not exclusive of any other right to which the Eligible Person may be entitled. In the case of the death of the Eligible Person, the forgoing indemnification shall inure to the benefit of his or her heirs, executors or other lawful representative.

ARTICLE V: FINANCIAL ADMINSTRATON

Section 5-A. Fiscal Year. The fiscal year of the Corporation shall be January 1-December 31 but may be changed by the Board .

Section 5-B. Checks, Drafts, Etc. All checks, orders for the payment of money, bills of lading, warehouse receipts, obligations, bills of exchange, and insurance certificates shall be signed or any committee to which such authority has been delegated by the Board.

Section 5-C. Deposits and Accounts. All funds of the Corporation, not otherwise employed, shall be deposited form time to time in general or special accounts in such banks, trust companies, or other depositories as the Board or its agent to whom such authority has been delegated by the Board may select.

Section 5- D. Contracts. Unless the Board determines otherwise by resolution, the President and Secretary shall be authorized to execute contract on behalf of the Corporation. They may, with written notice to the Board, delegated such authority to employee or agents, within specified limitation, for the necessary or expedient operation of the Corporation. Unless otherwise expressly directed by the Board, no other individuals shall be authorized to bind the Corporation to any contract.

Section 5-E. Reports to the Directors. Complete financial statement shall be presented to and reviewed by the Board after the close of each fiscal year.

ARTICLE VI: CONFLICT OF INTEREST

Section 6-A. Purpose of Conflict of Interest: This policy applies when the Cumberland County Progressives is contemplating entering into a transaction or arrangement that might benefit the private interest of an officer or member of the Cumberland County Progressives or might result in a possible excess benefit transaction. This policy is intended to supplement but not replace any applicable state and federal laws governing conflict of interest applicable to nonprofit and charitable organizations.

Section 6-B. Disclosure of interests. To identify possible conflicts of interest, all Directors, officers, and members of such committee, the existence of any financial interest in any entity with which the Corporation or any legally related organization has or is negotiating a transaction.

Section 6- C. Definitions. A Interested Person: Any member of the Cumberland County Progressives with delegated powers relevant to the transaction or arrangement at issue, who has a director indirect financial interest, as defined below, is an interested

person.

Section 6- D. Financial Interest: A person has a financial interest if the person has, directly or indirectly, through business, investment, or family: An ownership or investment interest in any entity with which the Cumberland County Progressives has a transaction or arrangement, a compensation arrangement with the Cumberland County Progressives or with any entity or individual with which the Cumberland County Progressives has a transaction or arrangement, i.e., grant applications for which another organization with whom you are involved is applying, or a potential ownership or investment interest in, or compensation arrangement with, any entity or individual with which the Cumberland County Progressives is negotiating a transaction or arrangement. Compensation includes direct and indirect remuneration as well as gifts or favors that are not insubstantial. A financial interest is not necessarily a conflict of interest. Under this Article a person who has a financial interest may have a conflict of interest only if the appropriate ad-hoc conflict of interest policy work group appointed by the Executive Committee decides that a conflict of interest exists. Further, what amount of gifts or favors equals a not insubstantial

amount is determined on a case-by-case basis.

Section 6-E. Procedures Duty to Disclose: In connection with any actual or possible conflict of interest, an interested person must disclose the existence of the financial interest and be given the opportunity to disclose all material facts to the Executive Committee and members of committees with delegated powers relevant to the proposed transaction or arrangement at issue.

Section 6-F. Determining Whether a Conflict of Interest Exists: After disclosure of the financial interest and all material facts, and after any discussion with the interested person, he or she shall leave the committee meeting while the determination of a conflict of interest is discussed and voted upon. The remaining board or committee members shall decide if a conflict of interest exists.

Section 6-G. Procedures for Addressing the Conflict of Interest: An interested person may make a presentation at the committee meeting, but after the presentation, he or she shall leave the meeting during the discussion of, and the vote on, the transaction or arrangement involving the possible conflict of interest. The chairperson or president of the Cumberland County Progressives or committee shall, if appropriate, appoint a disinterested person or committee to investigate alternatives to the proposed transaction or arrangement. After exercising due diligence, the Executive Committee shall determine whether the Cumberland County Progressives can obtain with

reasonable efforts a more advantageous transaction or arrangement from a person or entity that would not give rise to a conflict of interest. If avoiding a conflict of interest is not reasonably possible under the circumstances, the Cumberland County Progressives shall determine by a majority vote of the disinterested members whether the transaction or arrangement is in the Cumberland County Progressives best interest, for its own benefit, and whether it is fair and reasonable. Based on this determination, the Executive Committee shall decide whether to enter into the transaction or arrangement.

Section 6-H. Violations of the Conflicts of Interest Policy: If the Executive Committee has reasonable cause to believe that a member has failed to disclose actual or possible conflicts of interest, it shall inform the member of the basis for such belief and afford the member an opportunity to explain the alleged failure to disclose. If, after hearing the member’s response and after making further investigation as warranted by the circumstances, the Executive Committee determines the member has failed to disclose an actual or possible conflict of interest, it shall take appropriate disciplinary and corrective action.

Section 6- I. Records of Proceedings. The minutes of all meetings and all committee meetings with delegated powers relevant to a proposed transaction or arrangement at issue shall contain: The names of the persons who disclosed or otherwise were found to have a financial interest in connection with an actual or possible conflict of interest; the nature of the financial interest; any action taken to determine whether a conflict of interest was present; the Executive Committee’s decision as to whether a conflict of interest in fact existed; and the names of the persons who were present for discussions and votes relating to the transaction or arrangement and the content of the

discussion, including any alternatives to the proposed transaction or arrangement, and a record of any votes taken in connection with the proceedings.

Section 6-J. Compensation. A member who receives compensation, directly or indirectly, from the Cumberland County Progressives for services is precluded from voting on matters pertaining to that member’s compensation. A voting member of any committee with authority over compensation matters and who receives compensation, directly or indirectly, from the Cumberland County Progressives for services is precluded from

voting on matters pertaining to that member’s compensation. No member with authority over compensation matters and who receives compensation, directly or indirectly, from the Cumberland County Progressives, either individually or collectively, is prohibited from providing information to any committee regarding compensation.

Section 6-K. Annual Statements. Each Executive Committee shall sign an annual Conflict of Interest Disclosure Form that affirms that each signer: Has received a copy of the conflicts of interest policy; has read and understands the policy; has agreed to comply with the policy; and understands the Cumberland County Progressives is a charitable and educational organization and that in order to maintain its federal tax exemption it must engage primarily in activities which accomplish one or more of its tax-exempt purposes, as defined by the Internal Revenue Service Code.

Section 6-L. Periodic Reviews. To ensure the Cumberland County Progressives operates in a manner consistent with charitable purposes and does not engage in activities that could jeopardize its tax-exempt status, periodic reviews shall be conducted. The periodic reviews shall, at a minimum, include the following subjects: Whether compensation arrangements and benefits are reasonable, based on competent survey information, and the result of arm’s length bargaining. Whether partnerships, joint ventures, and arrangements with management organizations conform to the Cumberland County Progressives’ written policies, are properly recorded, reflect reasonable investment or payments for goods and services, further charitable purposes, and do not result in increment, impermissible private benefit or in an excess benefit transaction.

Section 6-M. Use of Outside Experts. When conducting the periodic reviews as provided for in of this Article, the Cumberland County Progressives may, but need not, use outside advisors. If outside experts are used, the Governing Board is not relieved of its responsibility for ensuring that periodic reviews are conducted.

ARTICLE VII: STANDING COMMITTEES

Section 1-A The standing committees shall include but not be limited to: communication, community outreach and membership Additional committees may be established by the Executive Committee as needs arise.

The chairperson of each committee shall be appointed by the President

ARTICLE VIII: Amendment of the Bylaws:

Section 1-A. Proposed amendments to these bylaws are to be presented to the President in writing a minimum of 14 days before action. Action on bylaws amendments may be taken at membership meetings, providing that at least 14 days written notice for the meeting has been provided and that the written notice states that bylaws amendment(s) are to be considered at the meeting. The bylaws may be amended by simple majority of the members in good standing that attend the meeting. Whenever possible, bylaws amendments are to be taken up at the Annual Meeting.

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