These Bylaws are subject to, and governed by, the California Not-for-Profit Corporation Act and the Articles of Incorporation of ORGANIZATION. In the event of a direct conflict between the provisions of these Bylaws and the mandatory provisions of the California Not-for-Profit Corporation Act, the California Not-for-Profit Corporation Act will be controlling. In the event of a direct conflict between the provisions of these Bylaws and the Articles of Incorporation of ORGANIZATION, these Bylaws will be controlling.
ARTICLE I – PURPOSE
1.1 General. The purposes for which ORGANIZATION is organized are:
1.1.1 ORGANIZATION, which shall be named KIND FOOTPRINT is organized and shall be operated exclusively for charitable, scientific, and educational purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code of 1986, as amended (the “Code”) or the corresponding section of any future federal tax code. Specifically, ORGANIZATION shall work to provide humanitarian assistance in the Republic of Colombia.
1.1.2 To engage in any and all lawful activities incidental to the foregoing purposes, except as otherwise restricted herein.
1.2 Powers. ORGANIZATION is a non-profit corporation and shall have all of the powers, duties, authorizations, and responsibilities as provided in the Not-for-Profit Corporation Act; provided, however, ORGANIZATION shall neither have nor exercise directly or indirectly in any activity, that would invalidate its status as a corporation that is exempt from federal income taxation as an organization described in Section 501(c)(3) of the Code.
ARTICLE II – OFFICES
2.1 Principal Office. The principal office(s) of ORGANIZATION shall be located at Carerra 32D #9 Third Floor (Selina Coworking) Medellin, Antioquia, Republic of Colombia and 3918 Oregon St #2, San Diego CA 92104
2.2 Other Offices. ORGANIZATION may have such other offices as the Board of Directors may determine or as the affairs of ORGANIZATION may require from time to time.
ARTICLE III – BOARD OF DIRECTORS
3.1 General Powers and Responsibilities. ORGANIZATION shall be governed by a Board of Directors (“the Board” or “Kind Footprint Board” or “KF Board”), which shall have all of the rights, powers, privileges and limitations of liability of directors of a nonprofit corporation organized under the California Non-Profit Corporation Act. The Board shall establish policies and directives governing business and programs of ORGANIZATION and shall delegate to the Executive Director and ORGANIZATION staff, subject to the provisions of these Bylaws, authority and responsibility to see that the policies and directives are appropriately followed.
Number and Qualifications.
3.1.1 The Board shall have up to 10, but no fewer than 1, members. The number of Board members may be increased beyond 10 members by the affirmative vote of a majority of the then-serving Board of Directors. A Board member need not be a resident of the State of California or a US Citizen or Resident.
3.1.2 In addition to the regular members of the Board, representatives of such other organizations or individuals as the Board may deem advisable to elect shall be Advisory Board Members (“Empower the Barrios Board” or “ETB Board”, but shall not have voting power, shall not count as one of the regular Board members, and shall not be eligible for office.
3.1.3 Board Appointments. Board appointments are to be made at the will of the Board but in no case may the Board contemplate the nomination of an individual who has not served KIND FOOTPRINT for at least 6 months in a volunteer or other position. Board appointments may only be made with a quorum of existing board members. A quorum may only be established if all the majority of existing board members are ready and able to meet and vote, whether virtually or in person. In such case that a board member has been notified more than 2 times within the course of 2 weeks and still is unable to make the meeting, their absence shall not count against the formation of a quorum and their vote shall be listed as “absentee” on all measures brought before the board, that is, counted as a neutral vote with no impact on approval or denial of said measures. However, this does not remove the obligation of the board to continually inform said board member of future meetings, it only removes the necessity to establish a quorum with that board member’s presence (virtual or physical.) Board members may enable fellow board members to vote for them via written or digital notice of proxy. If the board has made reasonable efforts to reach and schedule a fellow board member over a period of 2 weeks and has been unable to reach said board member, that board member’s presence will no longer be counted towards a quorum for a period of 3 months.
All board meetings are obligatory. Repeated failure to attend board meetings or reschedule board meetings at late notice will be used as grounds for a vote of no confidence and will result in board member’s expulsion from the board.
3.3 Term of Board. All appointments to the Board shall be permanent unless the board member chooses to resign or is removed.
3.4 Vacancies. Vacancies on the Board may be filled by a majority vote of the Board at a Board meeting at which a quorum is present. In the case of a tie vote, in this matter or other matters, the President of the organization will be allowed an additional tie-breaking vote.
3.5 Resignation. Each Board member shall have the right to resign at any time upon written or digital notice thereof. Unless otherwise specified in the notice, the resignation shall take effect upon receipt thereof, and the acceptance of such resignation shall not be necessary to make it effective.
3.6 Removal. A Board member may be removed, with or without cause, at any duly constituted meeting of the Board, by the affirmative vote of a majority of then-serving Board members. As with all votes, the President shall have the tie-breaking vote.
3.7 Meetings. The Board’s regular meetings may be held at such time and place as shall be determined by the Board.
3.8 Minutes. At meetings of the Board, business shall be transacted in such order as the Board may determine from time to time. In the event the Secretary is unavailable, the President shall appoint a person to act as Secretary at each meeting. The Secretary, or the person appointed to act as Secretary, shall prepare minutes of the meetings which shall be delivered to ORGANIZATION to be placed in the minute books of ORGANIZATION. These minutes will also be published to Google Drive and should be considered publicly accessible documents.
3.9 Action by Written Consent. Any action required by law to be taken at a meeting of the Board, or any action that may be taken at a meeting of the Board, may be taken without a meeting if consent in writing or digitally setting forth the action so taken shall be signed by all Board members. In practice, the board will use Whatsapp to determine and approve such actions. Such consent shall be placed in the minute book of ORGANIZATION and shall have the same force and effect as a vote of the Board taken at an actual meeting. The Board members’ written or digital consent may be executed in multiple counterparts or copies, each of which shall be deemed an original for all purposes. In addition, facsimile signatures and electronic signatures or other electronic “consent click” acknowledgments shall be effective as original signatures.
3.10 Purpose of the Board: The purpose of this board is to vote and direct the organization at an executive level, specifically in matters relating to the distribution of funds, high-level organizational strategy, budgetary considerations, or other important matters as they relate to the wellbeing and mission of the organization.
3.11 Meetings: The board shall conduct meetings twice a month, though this may change based on the board’s decision.
3.12 Majority: All votes are to be handled by simple majority with the President receiving the tie-breaking vote. Any issues voted upon may be taken up again at the next board meeting.
3.13 Proposal Process: In order to propose a new project plan for funding, board member must provide the following information: Mission statement, vision statement and answer the following: Sustainability, impact, transparency, efficiency, and scalability.
3.14 Control of the ETB Board: All Kind Footprint Board Members who wish to have a seat on the ETB board may acquire such seat automatically. However, they are not required to do so. The KF Board may vote to: Add ETB Board Members, Remove ETB Board Members, Approve ETB Project ideas and proposals, and Deny ETB Project ideas and proposals, as well as any other actions they deem necessary with respect to the ETB Board. All powers which apply to the ETB Board also apply to all volunteers of KF and ETB.. In order to dismiss a volunteer, officer, or ETB Board member, KF Board Member bringing forth motion to dismiss must provide evidence of 2 alignment conversations i.e. documented reports of behavior or circumstances predicating motion to dismiss.
3.15 Budgets: The KF Board is solely responsible for all budgetary obligations, donations, settlement of debts, taxes, and other financial activities the organization purports to undertake.
3.16 Ethics: All KF and ETB Board Members are expected to maintain a high standard of personal ethical behavior. Failure to maintain such standard as defined by remaining board members may be grounds for removal.
3.17 Tasks: To serve as a board member, all members will be occasionally expected to execute on tasks in support of the organization’s operations, which can be assigned by other ETB or KF board members via Basecamp. These tasks are obligatory and necessary in order to keep one’s board membership. Failure to perform these tasks in a timely manner may lead to a vote of no confidence and dismissal.
3.18 Amendments: Amendments to these bylaws may be made at anytime by a simple majority of board members.
3.19 Language: The KF Board shall conduct all of its business in English.
3.20 Finances: It is the duty of the Treasurer to provide an update on finances to the KF Board at least once a month and the ETB Board at least once a month. The organization shall maintain the following financial instruments: 1) A bank account. 2) Cards associated with said account. 3) A PayPal account. 4) A crypto wallet. 5) A GoFundMe. 6) Reservation lending funds with select Colombian charity partners. All board members have the ability to utilize said financial controls and assets with prior consent of other board members. Utilization of said assets without authorization can be grounds for dismissal.
3.21 In no case shall board members accept cash or gifts or services on behalf of the charity without informing other board members.
3.22 Financial benefit: If any motion or action on the part of the organization, the board or its members, results in any sort of financial gain, being money, or other things of value, that motion or action must receive 80% + approval from the board to proceed. The individual who stands to gain must abstain from the vote. The only exception is an action or motion that results in the financial gain or other things of value for the entire board in which cause no abstainment is possible or necessary.
3.23 Board Officers:
Kirill Storch, Secretary
Mees Liedekerken, Treasurer
Steve Cha, President
3.25 Mediation: In the event that the KF Board Members are embroiled in a significant conflict, or one of any group of board members files or claims a dispute, legal or otherwise, the signatories hereby agree that all disputes will be settled by binding mediation. Any single board member has the right to initiate mediation. The signatories hereby elect Alan Gongora to serve as mediator, who will perform mediation duties within 30 days of being requested. All members must attend mediation, which can be physical or virtual based on the convenience of the members. Failure to attend mediation does not change the fact that it is binding. Mediation may only be requested a single time per issue, as determined by mediator. Mediation resolution may require action and failure to comply will result in automatic removal from board without a vote. if Alan Gongora should charge for such mediation, the cost will be born individually by Mees Liedekerken, Steve Cha, Kirill Storch and any other board members except for Jessica Estandiafary and Lisa Costello.
ARTICLE IV – OFFICERS AND BOARD OF EMPOWER THE BARRIOS
4.1 Bicameral Board Structure. ORGANIZATION shall be governed by the Board of Directors that will receive proposals for possible amendments to the bylaws or proposals for new projects of ORGANIZATION from the Board of Empower the Barrios which shall consist of all Officers who agree to be part of the Board of Empower the Barrios. The Board of Empower the Barrios may not amend the bylaws, receive funding or approve any other change to the structure or financial expenditures of the ORGANIZATION without approval from the majority of the then-serving Board of Directors.
4.2 Purpose of the Board: The purpose of this board is to advise the organization at an operational level, specifically in matters relating to the management of projects, low-level organizational strategy, contact with partner organizations, fundraising strategies and the proposals of new projects.
4.3 Officers.The KF Board shall elect officers of the ETB Board. All officers of Empower the Barrios shall be offered an ETB Board seat and may choose to accept such seat at any time even following initial refusal of said seat. An officer is any volunteer who meets the following criteria 1) Volunteers regularly. 2) Is present and active in Basecamp, Organization’s Project Management System, 3) Has a specific job title and responsibilities for the organization. In almost all cases, volunteers shall receive no compensation for their participation but their may be occasional exceptions based on KF Board Directive. ORGANIZATION which shall initially include an Executive Director. From there, the board may opt to elect additional officers. The secretary is hereby named as Kirill Storch, a citizen of the United States of America. Two additional officers are hereby named as Steve Cha, a citizen of the United States of America, as president and Mees Liedekerken, a citizen of the Kingdom of the Netherlands, as treasurer.
4.4 Duties of Board of Empower the Barrios. Amongst in the future to be defined duties the Board of Empower the Barrios will have the following duties:
- Propose amendments to bylaws.
- Vote of no confidence concerning members of the Board of Empower the Barrios.
- Vote of confidence concerning members of the Board of Empower the Barrios.
- Propose motions concerning projects to be supported by ORGANIZATION.
- Receive financial updates from the Board of Directors.
- Other responsibilities as defined by KF Board or ETB Board.
4.5 Removal. Any officer or agent (e.g., Executive Director) elected or appointed by the Board of Empower the Barrios may be removed at any time by the affirmative vote of a majority of the Board of Empower the Barrios, but such removal shall be without prejudice to the contract rights, if any, of the person so removed.
4.6 Meetings: The ETB Board shall schedule meetings no less than once per month. All ETB Board meetings are mandatory. Failure to attend may be grounds for dismissal from board by KF or ETB Board.
4.7 Motions: Motions are to be passed by simple majority with the tie-breaker vote going to the President of the KF Board, or if he is not present, to the CFO, or if he is not present, to the secretary. Proposal Process: In order to propose a new project plan for funding, board member must provide the following information: Mission statement, vision statement and answer the following: Sustainability, impact, transparency, efficiency, and scalability.
4.8 Quorum: An automatica quorum is considered established every time a meeting has been held and publicized to all board members within a 72 hour notice.
4.9 Language: The ETB board shall conduct all of its business in English.
4.10 Officer Responsibilities: Regardless of acceptance of board member seats, all volunteers who are named officers are responsible for attending team meetings as required and performing job duties as assigned in Basecamp as well as maintaining high professional standing and high degree of ethics. Failure to comply may result in dismissal or demotion at a KF or ETB Board Ruling.
ARTICLE V – MISCELLANEOUS
5.1 Fiscal Year. The fiscal year of ORGANIZATION shall be from January 1st to December 31st.
5.2 Annual Budget. The Board shall adopt an annual operating budget, which specifies major expenditures by type and amount.
5.3 Books and Records. ORGANIZATION shall keep correct and complete books and accounting records and shall also keep minutes of the proceedings of its Board.
5.4 Contracts and Grants. The Board may authorize any officer(s) or agent(s) of ORGANIZATION to enter into contracts, leases, and agreements with and accept grants and loans from the United States; its departments and agencies; the State of California; its agencies, counties, municipalities, and political subdivisions; and public or private corporations, foundations, and persons; and may generally perform all acts necessary for a full exercise of the powers vested in it, as well as international funds. The Executive Director shall have authority to enter into such contracts and expend such funds on behalf of the organization as the Board may specify.
5.5 Investments. ORGANIZATION shall have the right to retain all or any part of any property – real, personal, tangible, or intangible – acquired by it in whatever manner and pursuant to the direction and judgment of the Board, to invest and reinvest any funds held by it without being restricted to the class of investments available to trustees by law or any similar restriction.
5.6 Exempt Activities. Notwithstanding any other provision of these Bylaws, no Board member, officer, employee, or representative of ORGANIZATION shall take any action or carry on any activity by or on behalf of ORGANIZATION which is not permitted to be taken or carried on by an organization exempt from federal income taxation under sections 501(a) and 501(c)(3) of the Code and its regulations as they now exist or as they may hereafter be amended, or by an organization contributions to which are deductible under section 170(a)(1) of the Code and its regulations as they now exist or as they may hereafter be amended, by virtue of being charitable contributions as defined in section 170(c)(2) of the Code and its regulations as they now exist or as they may hereafter be amended.
5.7 Severability of Clauses. If any provision of these Bylaws is held illegal or unenforceable in a judicial proceeding, such provision shall be severed and shall be inoperative, and the remainder of these Bylaws shall remain operative and binding.
5.8 Jurisdiction: These bylaws are to be interpreted under the law of the State of California.
5.9 These bylaws are hereby drafted, filed and approved with the express consent of:
STEVE CHA, BOARD MEMBER, PRESIDENT
KIRILL STORCH, BOARD MEMBER, SECRETARY