OF THE INSTITUTE FOR THOUGHT, INC, A NOT-FOR-PROFIT CORPORATION
ARTICLE 1 –ORGANIZATION
SECTION 1. NAME
The name of the organization shall be the Institute for Thought, Inc. The organization may at its pleasure by a vote of the membership body change its name, or may adopt or alter a corporate seal.
SECTION 2. OFFICES.
The initial offices of the organization are located in Milwaukee County, State of Wisconsin, at 2578 North Weil Street Milwaukee WI 53212. The organization may at its pleasure designate other offices, within or without its state of incorporation, from which to conduct its business and lawful purposes.
ARTICLE 2 –NONPROFIT PURPOSES
This organization is constituted exclusively for one or more of the purposes as specified in Section 501(c)(3) of the Internal Revenue Code, including, for such purposes, the making of distributions to organizations that qualify as exempt organizations under Section 501(c)(3) of the Internal Revenue Code.
The specific objectives and purposes of this organization shall be to provide charity as set forth in the 501(c)3 requirements by increasing the fund of creative and useful ideas available to society, fostering the experimental and interactive arts, developing programs of advanced thought and learning, encouraging cross-cultural contact and exchange, and by promoting free speech, thought, and expression around the world.
These purposes may be effectuated by a plurality of means including, but not limited to: establishing lending libraries of philosophical and scientific works, creating and maintaining museums and galleries of the experimental arts, assisting artists in creating, displaying and promoting new and innovative works of art and art forms, promoting links with other organizations supporting the experimental arts, creating documentaries detailing other cultures and cultural practices, producing and distributing programming of an educational, esthetic, and cultural nature, sponsoring lectures, seminars, articles, presentations, conventions, conferences and retreats furthering the charitable causes of advancing the experimental arts, advanced thought, cultural interchange, free speech and expression, and by educating the public in advanced thought techniques to counteract propaganda and consumer fraud.
ARTICLE 3 –MEMBERSHIP
Voting membership in this organization shall reside solely of a board of no less than three and no more than nine directors. At least one of the directors elected shall be a resident of the State of Wisconsin and a citizen of the United States. The board may at its pleasure create and define additional nonvoting categories of membership along with any rights and duties attaching there unto.
ARTICLE 4 –DIRECTORS
SECTION 1. ELECTION, TERM OF OFFICE AND COMPENSATION
Directors shall be elected at the regular meeting of the Board of Directors. Voting for the election of directors shall be by written ballot. Each director shall cast one vote per candidate, and may vote for as many candidates as the number of candidates to be elected to the board. Those candidates receiving the highest number of votes , up to the number of directors to be elected, shall be elected to serve on the board.
Directors shall hold office until he or she resigns or is removed or is otherwise disqualified to serve, or until his or her successor shall be elected and qualified, whichever occurs first
Directors shall serve without compensation except that a reasonable fee may be paid to directors for attending regular and special meetings of the board. In addition, they shall be allowed reasonable advancement or reimbursement of expenses incurred in the performance of their duties.
SECTION 2. POWERS AND DUTIES
Subject to the provisions of the laws of this state and any limitations in the Articles of Incorporation and these Bylaws, the Board is responsible for overall policy and direction of the Corporation, and delegates responsibility for day-to-day operations to the Corporation’s Officers and Staff.
It shall be the duty of the directors to:
(a) Perform any and all duties imposed on them collectively or individually by law, by the Articles of Incorporation, or by these Bylaws;
(b) Appoint and remove, employ and discharge, and, except as otherwise provided in these Bylaws, prescribe the duties and fix the compensation, if any, of all officers, agents and employees of the organization;
(c) Supervise all officers, agents and employees of the organization to assure that their duties are performed properly;
(d) Meet at such times and places as required by these Bylaws;
(e) Register their addresses with the Secretary of the organization, and notices of meetings mailed or telegraphed to them at such addresses shall be valid notices thereof.
(F) Fully disclose to the Board, and cause to be entered into the Minutes, any financial or personal interest whatever they may have in any matter being voted upon.
SECTION 3. MEETINGS
The regular annual meeting of directors of this organization shall be held on the 20th day of January each and every year except if such day be a legal holiday, then and in that event, the Board of Directors shall fix the day but it shall not be more than two weeks from the date fixed by these By-Laws. Meetings shall be held at the principal office of the organization unless otherwise provided by the board. Meetings may be conducted by electronic means so long as the statements given by any one Director can be perceived by all the other Directors.
Special meetings may be called by the president when he deems it for the best interest of the organization. At the request of at least one-half of the members of the Board of Directors, the president shall cause a special meeting to be called but such request must be made in writing at least ten (10) days before the requested scheduled date. No other business but that specified in the request may be transacted at such special meeting without the unanimous consent of all present at such meeting.
SECTION 4. NOTICE OF MEETINGS
At least one week prior to any meeting notice shall be given by the Secretary of the organization to each director at their addresses as they appear in the membership roll book. Such notice may be given personally, by first class mail, by e-mail or by facsimile machine and shall state the time and place of the meeting, the business to be transacted at such meeting and by whom it was requested. In all cases the director so contacted shall acknowledge personal receipt of the notice by a return message or telephone call within twenty four hours of the receipt of the notice.
Whenever any notice of a meeting is required to be given to any director of this organization a waiver of notice in writing signed by the director, whether before or after the time of the meeting, shall be equivalent to the giving of such notice.
SECTION 5. QUORUM AT MEETINGS
The presence of not less than half of the Directors shall constitute a quorum; but a lesser percentage may adjourn the meeting for a period of not more than two weeks and the secretary shall cause a notice of this scheduled meeting to be sent to all those members who were not present at the meeting originally called. A quorum as herein before set forth shall be required at any adjourned meeting.
Except as otherwise provided under the Articles of Incorporation, these Bylaws, or provisions of law, no business shall be considered by the board at any meeting at which the required quorum is not present, and the only motion which the Chair shall entertain at such meeting is a motion to adjourn.
SECTION 6. CONDUCT OF MEETINGS
Meetings of the Board of Directors shall be governed by a Chairperson who shall be the President of the organization; or, in his or her absence, by the Vice President of the organization, or by any director chosen unanimously to preside at that meeting; or, in the absence of each of these persons, by a Chairperson chosen by a majority of the directors present at the meeting. The Secretary of the organization shall act as secretary of all meetings of the board, provided that, in his or her absence, the presiding officer shall appoint another person to act as Secretary of the Meeting.
All votes shall be by voice, except that for election of directors or 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 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 who shall act as “Inspectors of Election” and who shall, at the conclusion of such balloting, certify in writing to the Chairperson the results and the certified copy shall be physically affixed in the minute book to the minutes of that meeting. No inspector of election shall be a candidate for office or shall be personally interested in the question voted upon.
The order of business shall be:
1. Roll Call.
2. Reading of the Minutes of the preceding meeting.
3. Reports of Committees.
4. Reports of Officers.
5. Old and Unfinished Business.
6. New Business.
SECTION 1. ELECTION, TERM OF OFFICE, AND COMPENSATION
Officers shall be elected by the Board of Directors, at any time, and each officer shall hold office until he or she resigns or is removed or is otherwise disqualified to serve, or until his or her successor shall be elected and qualified, whichever occurs first. The initial officers of the organization shall be a President, a Vice President, a Secretary, and a Treasurer. Other officers may be appointed with such titles and duties as may be determined from time to time by the Board of Directors.
The Board of Directors shall hire and fix the compensation of any and all employees which they in their discretion may determine to be necessary for the conduct of the business of the organization.
No officer shall for reason of his office be entitled to receive any salary or compensation, but nothing herein shall be construed to prevent an officer or director for receiving any reasonable compensation from the organization for services actually rendered to or for the organization.
SECTION 2. DUTIES OF PRESIDENT
The President shall preside at all membership meetings, unless another person is specifically appointed as Chairperson of the Board of Directors. He shall present at each annual meeting of the organization an annual report of the work of the organization. He shall appoint all committees, temporary or permanent. He shall see all books, reports and certificates required by law are properly kept or filed. He shall be one of the officers who may sign the checks or drafts of the organization. He shall have such powers as may be reasonably construed as belonging to the chief executive of any organization.
SECTION 3. DUTIES OF VICE PRESIDENT
The Vice President shall in the event of the absence or inability or refusal of the President to exercise his office become acting president of the organization with all the rights, privileges and powers as if he had been the duly elected president.
SECTION 4. DUTIES OF SECRETARY
The Secretary shall keep the minutes and records of the organization in appropriate books. It shall be his duty to file any certificate required by any statute, federal or state. He shall give and serve all notices to members of this organization. He shall be the official custodian of the records and seal of this organization. He may be one of the officers required to sign the checks and drafts of the organization. He shall submit to the Board of Directors any communications which shall be addressed to him as Secretary of the organization. He shall attend to all correspondence of the organization and shall exercise all duties incident to the office of Secretary. He shall exhibit at all reasonable times to any director of the organization, or to his or her agent or attorney, on request thereof , the Bylaws, the membership book, and the minutes of the proceedings of the directors of the organization.
SECTION 5. DUTIES OF TREASURER
The Treasurer shall have the care and custody of all monies belonging to the organization and shall be solely responsible for such monies or securities of the organization. He shall cause to be deposited in a regular business bank or trust company the funds of the organization except 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. He shall disburse, or cause to be disbursed, the funds of the organization as may be directed by the Board of Directors, taking proper vouchers for such disbursements. He 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. He shall keep and maintain adequate and correct accounts of the organization’s properties and business transactions, including accounts of its assets, liabilities, receipts, disbursements, gains and losses. He 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 minutes of the Board of Directors of such meeting. He shall exercise all duties incident to the office of Treasurer.
ARTICLE 6 –VACANCIES
Vacancies on the Board of Directors, or among the Officers, shall exist on the death, resignation or removal of any director or officer, or whenever the number of authorized directors or corporate Officers is increased.
Directors or officers may be removed from office, with or without cause, as permitted by and in accordance with the laws of this state. This provision shall be superseded by any conflicting terms of a contract which has been approved by the Board of Directors relating to the employment of any officer of the organization.
Any director or officer may resign effective upon giving written notice to the President, the Secretary, or the Board of Directors, unless the notice specifies a later time for the effectiveness of such resignation. No director may resign if the organization would then be left without a duly elected director or directors in charge of its affairs, except upon notice to the Office of the Attorney General or other appropriate agency of this state.
Unless otherwise prohibited by the Articles of Incorporation, these Bylaws or provisions of law, vacancies on the board may be filled by approval of the board of directors or by a sole remaining director. Vacancies among the officers other than the President may be filled temporarily by appointment by the President until such time as the Board shall fill the vacancy.
ARTICLE 7 — NONLIABILITY AND INDEMNIFICATION
The directors or officers shall not be personally liable for the debts, liabilities, or other obligations of the organization, and shall be indemnified by the organization to the fullest extent permissible under the laws of this state.
ARTICLE 8 –CORPORATE RECORDS
The organization shall keep and maintain at its offices a Corporate Book containing copies of the organization’s Articles of Incorporation and Bylaws as amended to date, a membership roll book with the names and contact information of all members whether voting or nonvoting, adequate and correct financial books and records of account, and any other records required to be so kept by the Articles of Incorporation, the Bylaws, or the laws of any government authority.
ARTICLE 9 –IIRC 501(c)(3) TAX EXEMPTION PROVISIONS
SECTION 1. LIMITATIONS ON ACTIVITIES
No substantial part of the activities of this organization shall be the carrying on of propaganda, or otherwise attempting to influence legislation [except as otherwise provided by Section 501(h) of the Internal Revenue Code], and this organization shall not participate in, or intervene in (including the publishing or distribution of statements), any political campaign on behalf of, or in opposition to, any candidate for public office.
Notwithstanding any other provisions of these Bylaws, this organization shall not carry on any activities not permitted to be carried on (a) by a organization exempt from federal income tax under Section 501(c)(3) of the Internal Revenue Code, or (b) by a organization, contributions to which are deductible under Section 170(c)(2) of the Internal Revenue Code.
SECTION 2. PROHIBITION AGAINST PRIVATE INUREMENT
No part of the net earnings of this organization shall inure to the benefit of, or be distributable to, its members, directors or trustees, officers, or other private persons, except that the organization shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes of this organization.
SECTION 3. DISTRIBUTION OF ASSETS
Upon the dissolution of this organization, its assets remaining after payment, or provision for payment, of all debts and liabilities of this organization shall be distributed for one or more exempt purposes within the meaning of Section 510(c)(3) of the Internal Revenue Code or shall be distributed to the federal government, or to a state or local government, for a public purpose. Such distribution shall be made in accordance with all applicable provisions of the laws of this state.
SECTION 4. PRIVATE FOUNDATION REQUIREMENTS AND RESTRICTIONS
In any taxable year in which this organization is a private foundation as described in Section 509(a) of the Internal Revenue Code, the organization 1) shall distribute its income for said period at such time and manner as not to subject it to tax under Section 4942 of the Internal Revenue Code; 2) shall not engage in any act of self-dealing as defined in Section 4941(d) of the Internal Revenue Code; 3) shall not retain any excess business holdings as defined in Section 4943(c) of the Internal Revenue Code; 4) shall not make any investments in such manner as to subject the organization to tax under Section 4944 of the Internal Revenue Code; and 5) shall not make any taxable expenditures as defined in Section 4945(d) of the Internal Revenue Code.
ARTICLE 10 –AMENDMENT OF BYLAWS
Except as may otherwise be specified under provisions of law, these Bylaws, or any of them, may be altered, amended, or repealed and new Bylaws adopted by approval of the Board of Directors.
ARTICLE 11 –CONSTRUCTION AND TERMS
If there is any conflict between the provisions of these Bylaws and the Articles of Incorporation of this organization, the provisions of the Articles of Incorporation shall govern.
Should any of the provisions or portions of these Bylaws be held unenforceable or invalid for any reason, the remaining provisions and portions of these Bylaws shall be unaffected by such holding.
All references in these Bylaws to a section or sections of the Internal Revenue Code shall be to such sections of the Internal Revenue Code as amended from time to time, or to corresponding provisions of any future federal tax code.
ADOPTION OF BYLAWS
We, the undersigned, are all of the initial directors or incorporators of this organization, and we consent to, and hereby do, adopt the foregoing Bylaws as the Bylaws of this organization.