BYLAWS
OF THE MONTANA RENEWABLE ENERGY ASSOCIATION
ARTICLE I
OFFICES
SECTION 1. PRINCIPAL OFFICE
The principal office of the corporation is located in Silver Bow County, State of Montana.
SECTION 2. OTHER OFFICES
The corporation may also have offices at such other places, within or without its state of incorporation, where it is qualified to do business, as its business and activities may require, and as the Board of Directors may, from time to time, designate.
ARTICLE II
NON-PROFIT PURPOSES
SECTION 1. IRC SECTION 501(C)(3) PURPOSES
This corporation is organized 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.
SECTION 2. SPECIFIC OBJECTIVES AND PURPOSES
The specific objectives and purposes of this corporation shall be:
1. To expand the use of renewable energy technologies in Montana.
2. To affect public policy in favor of renewable energy.
3. To educate and inform residents of Montana of the benefits and uses of renewable energy.
ARTICLE III
DIRECTORS
SECTION 1. NUMBER
The corporation shall have nine (9) Directors and collectively they shall be known as the Board of Directors or Board.
SECTION 2. QUALIFICATIONS
Directors shall be dues-paying members of the corporation.
SECTION 3. ELECTIONS
Directors shall be elected at the beginning of each calendar year by the dues-paying members of the corporation. After nominations are called for and closed, each member may vote for as many as nine candidates. The nine candidates receiving the highest numbers of votes will constitute the Board of Directors for the coming year.
SECTION 4. POWERS
Subject to the provisions of the laws of this state and any limitations in the Articles of Incorporation and these Bylaws relating to action required or permitted to be taken or approved by the members, if any, of this corporation, the activities and affairs of this corporation shall be conducted and all corporate powers shall be exercised by or under the direction of the Board of Directors.
SECTION 5. DUTIES
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 corporation;
(c) Supervise all officers, agents and employees of the corporation 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 corporation, and notices of meetings mailed or electronically mailed to them at such addresses shall be valid notices thereof.
SECTION 6. TERM OF OFFICE
Each Director shall hold office for a period of one year and until his or her successor is elected and qualifies.
SECTION 7. COMPENSATION
Directors shall serve without compensation. However, Directors may receive reimbursement for reasonable expenses, providing there is no objection registered by the Treasurer or any Director. The Board of Directors shall resolve any objection by majority vote.
SECTION 8. REGULAR MEETINGS
Regular meetings of Directors shall be held quarterly, usually on the second Wednesday in January, April, July and October at 12:30 p.m. The location of each meeting shall be decided upon by the Board of Directors and noticed by the Secretary.
SECTION 9. SPECIAL MEETINGS
Special meetings of the Board of Directors may be called by any officer or any two Directors, or, if different, by the persons specifically authorized under the laws of this state to call special meetings of the Board. Such meetings shall be held at the principal office of the corporation or, if different, at the place designated by the person or persons calling the special meeting.
SECTION 10. NOTICE OF MEETINGS
Unless otherwise provided by the Articles of Incorporation, these Bylaws, or provisions of law, the following provisions shall govern the giving of notice for meetings of the Board of Directors:
(a) Regular and Special Meetings. At least one week prior notice shall be given by the Secretary of the corporation to each Director for each regular and special meeting of the Board of Directors. Such notice may be oral or written, may be given personally, by first class mail, by telephone, or by electronic mail, and shall state the place, date and time of the meeting and the matters proposed to be acted upon at the meeting.
(b) Waiver of Notice. Whenever any notice of a meeting is required to be given to any Director of this corporation under provisions of the Articles of Incorporation, these Bylaws, or the law of this state, 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 11. QUORUM FOR MEETINGS
A quorum shall consist of five (5) of the members of the Board of Directors.
Except as otherwise provided under the Articles of Incorporation, these Bylaws, or provisions of law, no business shall be considered by the Board of Directors at any meeting at which the required quorum is not present, and the only motion which the presiding officer shall entertain at such a meeting is a motion to adjourn.
SECTION 12. MAJORITY ACTION AS BOARD ACTION
Every act or decision done or made by a majority of the Directors present at a meeting duly held at which a quorum is present is the act of the Board of Directors, unless the Articles of Incorporation, these Bylaws, or provisions of law require a greater percentage or different voting rules for approval of a matter by the Board.
SECTION 13. CONDUCT OF MEETINGS
Meetings of the Board of Directors shall be presided over by the President of the corporation or, in his or her absence, by the Vice President of the corporation or, in the absence of each of these persons, by a presiding officer chosen by a majority of the Directors present at the meeting. The Secretary of the corporation 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.
Meetings may be conducted informally. When necessary, in the judgment of the presiding officer, meetings may be conducted according to Roberts Rules of Order, insofar as such rules are not inconsistent with or in conflict with the Articles of Incorporation, these Bylaws, or with provisions of law. If a Director wishes to object to the conduct of a meeting, he or she may cite to Roberts' Rules of Order.
SECTION 14. CLOSURE
A meeting may be closed to non-members at any time, but may be closed to members only to discuss personnel or other sensitive matters.
SECTION 15. ACTION WITHOUT A MEETING
Any action that may be taken by the Board of Directors at a meeting may be taken without a meeting if it is approved in writing (or email) by a majority of the Directors.
SECTION 16. VACANCIES
Vacancies on the Board of Directors shall exist (1) on the death, resignation or removal of any Director.
Any Director 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 corporation 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.
Directors may be removed from office, with or without cause, as permitted by and in accordance with the laws 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 Directors. If the number of Directors then in office is less than a quorum, a vacancy on the Board may be filled by approval of a majority of the Directors then in office or by a sole remaining Director. A person elected to fill a vacancy on the Board 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
SECTION 17. NONLIABILITY OF DIRECTORS
The Directors shall not be personally liable for the acts, omissions, debts, liabilities, or other obligations of the corporation except in the case of willful or wanton misconduct.
SECTION 18. INDEMNIFICATION BY CORPORATION OF DIRECTORS AND OFFICERS
The Directors and officers of the corporation shall be indemnified by the corporation to the fullest extent permissible under the laws of this state. The corporation shall reimburse Directors, to the extent possible, for any reasonable expenses occurred in their defense at a proceeding to which they are a party because of their service on the Board and at which they are wholly successful.
SECTION 19. INSURANCE FOR CORPORATE AGENTS
Except as may be otherwise provided under provisions of law, the Board of Directors may adopt a resolution authorizing the purchase and maintenance of insurance on behalf of any agent of the corporation (including a Director, officer, employee or other agent of the corporation) against liabilities asserted against or incurred by the agent in such capacity or arising out of the agent's status as such, whether or not the corporation would have the power to indemnify the agent against such liability under the Articles of Incorporation, these Bylaws or provisions of law.
SECTION 20. CONFLICT OF INTEREST
A conflict of interest exists if a Director has a direct or indirect financial interest, or a significant personal self-interest, in a transaction involving the corporation. In the case of such a conflict, the material facts of the transaction and the Director's interest must be fully disclosed before the transaction is approved, the transaction must be approved by the Board, and the Director must abstain from voting on the transaction if the conflict is a direct financial one. The transaction may be approved only if it is fair to the corporation.
ARTICLE IV
OFFICERS
SECTION 1. DESIGNATION OF OFFICERS
The officers of the corporation shall be a President, a Vice President, a Secretary, and a Treasurer.
SECTION 2. QUALIFICATIONS
To be nominated or to serve as an officer, a person must be a current member of the Board of Directors and also current in his or her membership dues.
SECTION 3. ELECTION AND TERM OF OFFICE
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. Elections for officers will take place each year, as the first order of business of the newly-elected Board of Directors.
SECTION 4. REMOVAL AND RESIGNATION
Any officer may be removed, either with or without cause, by the Board of Directors, at any time. Any officer may resign at any time by giving written notice to the Board of Directors or to the President or Secretary of the corporation. Any such resignation shall take effect at the date of receipt of such notice or at any later date specified therein, and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective. The above provisions of this Section shall be superseded by any conflicting terms of a contract which has been approved or ratified by the Board of Directors relating to the employment of any officer of the corporation.
SECTION 5. VACANCIES
Any vacancy caused by the death, resignation, removal, disqualification, or otherwise, of any officer shall be filled by the Board of Directors. In the event of a vacancy in any office other than that of President, such vacancy may be filled temporarily by appointment by the President until such time as the Board shall fill the vacancy.
SECTION 6. DUTIES OF PRESIDENT
The President shall be the chief executive officer of the corporation and shall, subject to the control of the Board of Directors, supervise and control the affairs of the corporation and the activities of the officers. He or she shall perform all duties incident to his or her office and such other duties as may be required by law, by the Articles of Incorporation, or by these Bylaws, or which may be prescribed from time to time by the Board of Directors. The President shall preside at all meetings of the Board of Directors and, if this corporation has members, at all meetings of the members. Except as otherwise expressly provided by law, by the Articles of Incorporation, or by these Bylaws, he or she shall, in the name of the corporation, execute such deeds, mortgages, bonds, contracts, checks, or other instruments which may from time to time be authorized by the Board of Directors.
SECTION 7. DUTIES OF VICE PRESIDENT
In the absence of the President, or in the event of his or her inability or refusal to act, the Vice President shall perform all the duties of the President, and when so acting shall have all the powers of, and be subject to all the restrictions on, the President. The Vice President shall have other powers and perform such other duties as may be prescribed by law, by the Articles of Incorporation, or by these Bylaws, or as may be prescribed by the Board of Directors.
SECTION 8. DUTIES OF SECRETARY
The Secretary shall:
Certify and keep the original, or a copy, of these Bylaws as amended or otherwise altered to date.
Keep a book of minutes of all meetings of the Directors, and, if applicable, meetings of committees of Directors and of members, recording therein the time and place of holding, whether regular or special, how called, how notice thereof was given, the names of those present or represented at the meeting, and the proceedings thereof.
Work with the President in the preparation of meeting agendas.
Work with the President to monitor the website (www.montanagreenpower.com/mrea) to ensure that it is updated regularly.
Prepare written or electronic ballots and otherwise facilitate the election process for the Board of Directors and officers, in accordance with these Bylaws.
See that all notices are duly given in accordance with the provisions of these Bylaws or as required by law.
Be custodian of the records of the corporation.
Keep a membership book containing the name and address of each member.
Exhibit at all reasonable times to any Director of the corporation, or to his or her agent or attorney, the Bylaws, the membership book, and the minutes of the proceedings of the Directors of the corporation.
In general, perform all duties incident to the office of Secretary and such other duties as may be required by law, by the Articles of Incorporation, or by these Bylaws, or which may be assigned to him or her from time to time by the Board of Directors.
SECTION 9. DUTIES OF TREASURER
The Treasurer shall:
Have charge and custody of, and be responsible for, all funds and securities of the corporation, and deposit all such funds in the name of the corporation in such banks, trust companies, or other depositories as shall be selected by the Board of Directors.
Receive, and give receipt for, monies due and payable to the corporation from any source whatsoever.
Disburse, or cause to be disbursed, the funds of the corporation as may be directed by the Board of Directors, taking proper vouchers for such disbursements.
Keep and maintain adequate and correct accounts of the corporation's properties and business transactions, including accounts of its assets, liabilities, receipts, disbursements, gains and losses.
Exhibit at all reasonable times the books of account and financial records to any Director of the corporation, or to his or her agent or attorney, on request therefore.
Render to the President and Directors, whenever requested, an account of any or all of his or her transactions as Treasurer and of the financial condition of the corporation.
Prepare, or cause to be prepared, and certify, or cause to be certified, the financial statements to be included in any required reports.
In general, perform all duties incident to the office of Treasurer and such other duties as may be required by law, by the Articles of Incorporation of the corporation, or by these Bylaws, or which may be assigned to him or her from time to time by the Board of Directors.
ARTICLE V
COMMITTEES
SECTION 1. EXECUTIVE COMMITTEE
The Board of Directors may, by a majority vote of its members, designate an Executive Committee consisting of five (5) Directors and may delegate to such committee the powers and authority of the Board in the management of the business and affairs of the corporation, to the extent permitted, and except as may otherwise be provided, by provisions of law.
By a majority vote of its members, the Board may at any time revoke or modify any or all of the Executive Committee authority so delegated and fill vacancies on the Executive Committee from the members of the Board. The Executive Committee shall keep regular minutes of its proceedings, cause them to be filed with the corporate records, and report the same to the Board from time to time as the Board may require.
SECTION 2. OTHER COMMITTEES
The corporation shall have such other committees as may from time to time be designated by resolution of the Board of Directors. These committees may consist of persons who are not also members of the Board and shall act in an advisory capacity to the Board.
SECTION 3. MEETINGS AND ACTION OF COMMITTEES
Meetings and action of committees shall be governed by, noticed, held and taken in accordance with the provisions of these Bylaws concerning meetings of the Board of Directors, with such changes in the context of such Bylaw provisions as are necessary to substitute the committee and its members for the Board of Directors and its members. The Board of Directors may also adopt rules and regulations pertaining to the conduct of meetings of committees to the extent that such rules and regulations are not inconsistent with the provisions of these Bylaws.
ARTICLE VI
EXECUTION OF INSTRUMENTS, DEPOSITS AND FUNDS
SECTION 1. EXECUTION OF INSTRUMENTS
The Board of Directors, except as otherwise provided in these Bylaws, may by resolution authorize any officer or agent of the corporation 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 confined to specific instances. Unless so authorized, no officer, agent, or employee shall have any power or authority to bind the corporation by any contract or engagement or to pledge its credit or to render it liable monetarily for any purpose or in any amount.
SECTION 2. CHECKS AND NOTES
Except as otherwise specifically determined by resolution of the Board of Directors, or as otherwise required by law, checks, drafts, promissory notes, orders for the payment of money, and other evidence of indebtedness of the corporation shall be signed by the Treasurer and countersigned by the President of the corporation.
SECTION 3. DEPOSITS
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 select.
SECTION 4. GIFTS
The Board of Directors may accept on behalf of the corporation any contribution, gift, bequest, or devise for the nonprofit purposes of this corporation.
ARTICLE VII
MEMBERS
SECTION 1. DUES
To be a member of the corporation, a person must support the objectives and purposes of the corporation and must be current in the payment of dues.
Dues are established and revised by the Board of Directors. On October 13, 2004, the Board of Directors set the following annual dues schedule:
Living Lightly / Student $10
Individual $25
Business / Government $75 (includes multiple representatives)
These dues are subject to change without amendment to these Bylaws.
SECTION 2. POWERS
Members shall have the power to elect and remove all members of the Board of Directors, and must approve all provisions of the Articles of Incorporation or Bylaws relating to the number of Directors, the composition of the Board of Directors, the term of office of Directors, and the method or way in which Directors are elected.
SECTION 3. MEETINGS
Unless otherwise decided by the Board of Directors, the Regular Meetings of Directors will be noticed to all members, and their reasonable participation invited. Official member meetings shall occur at such places and times as the Board of Directors may determine.
A special meeting of members shall be held if requested in writing by 30% of currently-paid members.
All members shall be notified of member meetings at least ten days in advance. The purpose(s) of such meetings shall be stated in the notice.
A quorum shall consist of 30% of currently-paid members.
Meetings shall be conducted according to Roberts' Rules of Order.
Decisions shall be made by majority vote of the members present. Voting by proxy and cumulative voting shall not be allowed.
A meeting of members may be closed to non-members at any time.
Minutes shall be taken at all meetings of members.
SECTION 4. ACTION WITHOUT A MEETING
Any action that may be taken at a meeting of members may be taken by mail ballot, provided that at least 30% of currently-paid members cast votes. Decisions shall be made by majority of the votes cast.
SECTION 5. LIABILITY
Members of the corporation are not, as members, liable for the acts, omissions, debts, liabilities, or other obligations of the corporation.
SECTION 6. REMOVAL
The Board of Directors may terminate the membership of any member when doing so is in the best interests of the corporation, by a two-thirds vote. The member must be given at least fifteen days notice of the proposed action and an opportunity to be heard by the Board of Directors before a decision is made.
ARTICLE VIII
CORPORATE RECORDS
SECTION 1. MAINTENANCE OF CORPORATE RECORDS
The corporation shall keep:
(a) Minutes of all meetings of Directors, committees of the Board and, if this corporation has members, of all meetings of members, indicating the time and place of holding such meetings, whether regular or special, how called, the notice given, and the names of those present and the proceedings thereof;
(b) Adequate and correct books and records of account, including accounts of its properties and business transactions and accounts of its assets, liabilities, receipts, disbursements, gains and losses;
(c) A record of its members, if any, indicating their names and addresses and, if applicable, the class of membership held by each member and the termination date of any membership;
(d) A copy of the corporation's Articles of Incorporation and Bylaws as amended to date, which shall be open to inspection by the members, if any, of the corporation at all reasonable times during office hours.
SECTION 2. DIRECTORS' INSPECTION RIGHTS
Every Director shall have the absolute right at any reasonable time to inspect and copy all books, records and documents of every kind and to inspect the physical properties of the corporation and shall have such other rights to inspect the books, records and properties of this corporation as may be required under the Articles of Incorporation, other provisions of these Bylaws, and provisions of law.
ARTICLE IX
AMENDMENT OF BYLAWS
Subject to the power of the members, if any, of this corporation to adopt, amend or repeal the Bylaws of this corporation and 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 X
CONSTRUCTION AND TERMS
If there is any conflict between the provisions of these Bylaws and the Articles of Incorporation of this corporation, 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 the Articles of Incorporation shall be to the Articles of Incorporation, Articles of Organization, Certificate of Incorporation, Organizational Charter, Corporate Charter, or other founding document of this corporation filed with an office of this state and used to establish the legal existence of this corporation.
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 of 1986 as amended from time to time, or to corresponding provisions of any future federal tax code.
ADOPTION OF BYLAWS
We, the undersigned Directors of this Corporation hereby consent to and adopt these amended Bylaws as the Bylaws of this corporation.
Dave Ryan, President
Chris Borton, Vice President
Chris Daum, Treasurer
Patrick Judge, Secretary
Steven Aagenes
Mikey Strickland
Dated: July 5, 2006
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