Web of Life Enterprises, Inc.

 

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WOLE By-laws

Disclaimer: WEB OF LIFE ENTERPRISES, INC. http://www.wole.org is not affiliated, aligned with, or in collaboration with any other individual, group or business operating under the name “Web of Life” nor with any other organizations referred to herein unless otherwise noted. Web of Life does not “sell” nor does it promote or condone the selling of spiritualism or religion of any kind. Web of Life Enterprises, Inc. mission is to help alleviate poverty and need in the American Indian Communities.

WEB OF LIFE ENTERPRISES, Inc. corporate policies are contained in the bylaws of the organization. Web of Life Enterprises, Inc. is seeking non-profit status with the State of Kansas and is seeking IRS 501(c)(3) determination at this time. There are no paid employees and Board Members receive no stipends or honorariums. Web of Life Enterprises, Inc. owns no real estate and only limited real property. The organization is currently funded by monetary and gift-in-kind donations, and by revenues generated from fundraising projects.

Address and contact information is contained on the contact page.

Bylaws

Article 1: Name & Purpose

A. The name of the corporation will be Web of Life Enterprises, Inc., also be it known by the acronym WEB OF LIFE, or the acronym WOLE, which means ‘to seek’ in Lakota. In so naming itself, WEB OF LIFE seeks to relieve the stresses inflicted upon those who are the victims of poverty in the American Indian Communities.

B. WEB OF LIFE will be a Nonprofit Organization providing donations of goods, services and financial assistance to families, and in particular to children and elders who are the least able to provide for themselves.

C. Said corporation/organization is organized exclusively for charitable purposes, within the meaning of 501 (c)(3) of the Internal Revenue Code (or corresponding section of any future Federal tax code).

Article 2: Board of Directors & Board of Advisors

A. The Board of Directors will consist of not less than three (3) nor more than nine (9) members. All members of the Board of Directors are required to be members in good standing of the Corporation.

B. The Board of Directors is accountable for managing the affairs of the corporation, for compliance with the corporate law of the State of Kansas, and for compliance with the federal legislation affecting nonprofit and non-stock organizations.

C. The corporate business and affairs of the corporation will be managed under the direction of the Board of Directors, except as may be otherwise provided by these Bylaws or by the Articles of Incorporation.

D. Beyond the members of the Board of Directors, a Board of Advisors will be established to better fulfill the needs of the people we seek to serve.

The Board of Advisors will be populated by representatives of various tribes in South Dakota, as well as those who have been working towards similar goals in other ways.

F. Length of term of office on the Board of Advisors is three years. Advisory Board members will be nominated and/or appointed. Approval of candidates will be made by a combined vote of the Board of Directors and Board of Advisors.

G. Any member or members of WEB OF LIFE ENTERPRISES, Inc., may make a nomination to the Board of Advisors. Members must provide a completed “Application for Board of Advisors,” and a written resume and testimony regarding the qualifications of the candidate. The nomination must be made 45 calendar days or more before the selection of Board of Advisory members takes place.

H. WEB OF LIFE, Inc., will post information received about any candidates and election results to the web site, http://www.wole.org and will forward information to the members of WEB OF LIFE, Inc.

Article 3: Responsibilities of the Board of Directors

A. The Board of Directors will be responsible for ensuring the operation and preservation of the corporation by:

1. Selecting the initial members of the Board of Advisors.

2. Determining the general lines of direction for WEB OF LIFE, Inc., the jurisdiction of the corporation by receiving and responding to reports and information from the Board of Advisors and the members of WEB OF LIFE, Inc.

Amending the Articles of Incorporation and/or Bylaws as needed to protect the best interests of WEB OF LIFE, Inc.

4. Working to solicit contributions and donations for the purpose of funding the delivery of donations.

5. Conduct such other business as may, from time to time, come before the Board of Directors, Board of Advisors, of WEB OF LIFE, Inc.

Article 4: Responsibilities of the Board of Advisors

A. The Board of Advisors will be responsible for ensuring the operation and preservation of the corporation by:

1. Ensuring the development and integrity of programs of the corporation

2. Promoting existing and newly developed programs to the general public.

3. Overseeing the progress of existing programs.

4. Working with the Board of Directors to solicit necessary funds for the development of programs, program resources, and the implementation of programs as they are developed and released.

Article 5: Meetings of Web of Life, Inc.

A. There will be three types of meetings of Web of Life, Inc.

1. General meetings will be held at least once annually, and will be open to all board members and participants of WEB OF LIFE, Inc.

2. Formal meetings of the Board of Directors will be held at least once annually.

3. Formal meetings of the Board of Advisors will be held at least once annually.

B. Participants of Web of Life, Inc., desiring or requiring to approach the Board of Directors or the Board of Advisors will be present at General meetings to put forth their petition or make their statement before the Board.

C. Those participants unable to be present at General Meetings, but desiring to approach either Board will submit their petition and/or statement to the Executive Director at least 28 calendar days before a general meeting.

D. A quorum of two-thirds of the Board of Directors must be present at all Formal Meetings.

E. Exact time, date, and location of all meetings will be posted on the web site (http://www.wole.org), and members will be notified of any formal meetings of the Board of Directors via the US Postal Service.

Article 6: Membership in the Corporation

A. Whereas there is no membership directly to the corporation, the persons who are entitled to vote on matters pertinent to the operation and preservation of the corporation will be:

1. The members of the Board of Directors as set forth in the Articles of Incorporation and/or Bylaws, and

2. The members of the Board of Advisors

B. Web of Life, Inc., may and will form participant groups for each of the programs it develops. Each group is to be governed by the Bylaws of Web of Life, Inc.

C. Participation in any of the Web of Life, Inc., programs will be open to all, regardless of race, color, creed, religion, sex, marital status, or age.

D. Participation in Web of Life, Inc., may require involvement in programs for different reservations other than the reservation or tribe of one’s own affiliation.

E. No individual or individuals will represent Web of Life, Inc., or any of its programs, without express written letter of representation, signed, with expiration date, and approved by the Board of Directors.

Article 7: Financial

A. No part of the net earnings of the corporation/organization shall insure to the benefit of, or be distributed to its members, trustees, directors, officers, or other private persons, except that the corporation/organization shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of Section 501 (c) (3) purposes. No substantial part of the activities of the corporation/organization shall be carrying on of propaganda, or otherwise attempting to influence legislation, and the corporation/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.

B. Notwithstanding any other provisions of these articles, the corporation/organization shall not carry on any other activities not permitted to be carried on:

(a) by a corporation/organization exempt from Federal income tax under Section 501 (c) (3) of the Internal Revenue Code (or corresponding section of any future Federal tax code) or:

(b) by a corporation/organization, contributions to which are deductible under Section 170 (c) (2) of the Internal Revenue Code (or corresponding section of any future Federal tax code).

Article 8: Financial Responsibilities of the Boards

A. The fiscal year of the corporation will be established by the Board of Directors.

B. Any contributions, bequests, and gifts made to the corporation will be accepted and/or collected as authorized by a resolution of the Board of Directors. Guidelines for accepting contributions must be established jointly by the Board of Directors and Board of Advisors.

C. All funds of the corporation will be deposited to the credit of the corporation, under such conditions and in such banks designated by the Board of Directors.

D. Approvals for signatures necessary on contracts, checks, and orders for the payment, receipt, or deposit of money, and access to the securities of the corporation will be provided by resolution of the Board of Directors.

E. All persons having access to, or major responsibility for, the handling of monies and securities of the corporation will be bonded, as provided by a resolution of the Board of Directors.

F. The annual budget of estimated income and expenditures will be approved by the Board of Directors. No expense will be incurred in excess of the total budgetary appropriations without prior approval of the Board of Directors.

G. At such points in time as the holding of the corporation/organization exceed $100,000.00, a certified public accountant or other independent public accountant will be retained by the Board of Directors to make an annual examination of the financial accounts of the corporation. A report of the examinations will be submitted to the Board of Directors and the Board of Advisors.

H. A summary report of the financial operations of the corporation/organization will be made at least annually at each of the meetings of Web of Life, Inc., defined in “Article 6: Meetings of Web of Life, Inc.” In addition, the summary report will be posted at the corporation/organization’s web site, http://www.wole.org and will be forwarded to individual members upon written request.

I. Independent legal counsel should be retained by the Board of Directors to:

1. Ensure compliance with federal and state requirements

2. Review and advise on any and all legal instruments the corporation executes, such as leases, contracts, property purchases, or sale.

3. Review and advise on any official statements developed for the media (print, television, or radio).
J. Title of all property, will be held in the name of Web of Life Enterprises, Inc.

K. The treasurer of the corporation/organization will invest the funds of the corporation/organization in accordance with the direction of the Board of Directors, or any committee of the Board of Directors appointed for such purposes.

L. To the extent permitted by law, the corporation will indemnify, defend, and save harmless its directors and advisors, from any and all liability which they may incur as a result of serving as a director of this nonprofit corporation except for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of the law.

Article 9: Amendments (Recognition)

A.. In recognition of future growth needs, amendments to the Bylaws of a program of Web of Life, Inc., may be put before the Board of Directors in Formal meetings for the purpose of updating these Bylaws to better suit the needs of an individual program of Web of Life, Inc.

B. Amendments to the Bylaws of Web of Life, Inc., may be put before the Board of Directors in Formal meetings for the purpose of updating these Bylaws to better suit the needs of Web of Life, Inc.

C. Amendments to the Bylaws of a program of Web of Life, Inc., will be governed by a majority vote of the combined Board of Advisors and Board of Directors.

D. Amendments to the Bylaws of Web of Life, Inc., will be governed by a majority vote of the Board of Directors.

Article 10: Conduct

All board members and participants will be expected to conduct themselves in a respectful and friendly manner, and in a manner which preserves and protects the integrity and character of the organization.

Article 11: Staff

A. All staff and/or staff positions will be so named and/or appointed by the Board of Directors, requiring a submission to and seconding of the Board.

B. All staff members will abide by and adhere to the Bylaws of Web of Life, Inc., or same will be terminated and replacement so appointed or elected by the Board.

Article 12: Dissolution of the Corporation/Organization

A. Upon dissolution of this corporation/organization, assets will be distributed as follows:

1. Ownership of copyright to any written materials of Web of Life Enterprises, Inc., will be returned to the author of said material or, in the event of the death of the author, to the author’s descendants. In the event the named recipient is not in existence or no longer a qualified distributee, or is unwilling or unable to accept the distribution, the copyrights of any materials will be distributed to a fund, foundation or corporation organized and operated exclusively for the purposes specified in Section 501 (c) (3) of the Internal Revenue Code (or corresponding section of any future Federal tax code).

2. All other assets will be distributed for one or more exempt purposes within the meaning of Section 501 (c) (3) of the Internal Revenue Code, i.e., charitable, educational, religious, or scientific, or corresponding section of any future Federal tax code, or will be distributed to the Federal Government, or to a state or local government for a public purpose.
The foregoing Bylaws are hereby adopted as the Bylaws of Web of Life Enterprises, Inc., a Kansas nonprofit corporation on this 1st. day of December, 2002.

I, the undersigned, being Chairman of the Board of Directors and Executive Director of Web of Life Enterprises, Inc., do hereby certify that the above ARTICLES is a true and accurate copy of the Corporate Bylaws adopted by Web of Life Enterprises, Inc.

Signed,

J. Porter Selman Founder/CEO
Web of Life Enterprises, Inc.

I, the undersigned, being Assistant Executive Director of Web of Life, Inc., do hereby certify that the above ARTICLES is a true and accurate copy of the Corporate Bylaws adopted by Web of Life Enterprises, Inc.

Signed,

Dennis Spotted Hand Wedel
Executive Director
Web of Life Enterprises, Inc.

I, the undersigned, being Treasurer of Web of Life, Inc., do hereby certify that the above ARTICLES is a true and accurate copy of the Corporate Bylaws adopted by Web of Life, Inc.

Signed, Ed Webb
Treasurer
Web of Life Enterprises, Inc.

 

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