Drafting Community

Please Note: This page is a blog; it reflects the view of the individual author, and does not necessarily represent the views of Occupy Pittsburgh.

Trust, Plan Bylaws Draft 2

This is a significantly different document than the previous draft, which was only a roughly adapted bit of boilerplate.  Many, many issues brought in two meetings, plus input from others in this group and elsewhere have been addressed.  Please note that at this time, an equitable framework for distribution of funds has not been designed.  The Drafting Community is still working on it, but as it's internal matter, it need not be included in the following document which must be adopted by the fiscal sponsor - the TMC or other org. Make comments in full view.

Last Modified by NG 18-Nov-2011, 10:48 am

OCCUPY PITTSBURGH COMMUNITY FUND
TRUST AND PLAN
BYLAWS

    Whereas,    Occupy Pittsburgh is a movement and not an organization and members wish it to remain independent with a minimum of bureaucracy;
    Whereas,    Occupy Pittsburgh General Assembly has deemed it appropriate to accept 501(c)3 Fiscal Sponsorship;
    Whereas,     it is important that opportunities exist to provide financial assistance to Occupy Pittsburgh for the furtherance of its mission and goals as an initiative for participation by the broader community;
    Whereas,    at times, political activities involve individuals engaging in tactical nonviolence as defined by the Statement of Tactical Nonviolence adopted by the General Assembly, and in individuals in those situation incur legal costs in the form of bail, fines and court costs;
    Whereas,    it is important the broader community provide financial assistance to persons faced with such costs, in addition to providing important political and moral support, so that no one has to face a difficult legal struggle on their own;
    Therefore,     the Occupy Pittsburgh Community Fund is created to pay necessary bills for the furtherance of the mission and goals of Occupy Pittsburgh, as well as legal costs associated with civil disobedience,

Section 1.    The Fund shall not be operated for profit and no part of its assets or any earnings on those assets shall be distributed except as authorized by these Bylaws.
    Section 2.    The Fund will consist of monies obtained from donations from individuals, unions, small businesses, other non-profit organizations and from public solicitations, for example through the internet or at public events and special fundraising events. Donations of which the Trustees cannot determine origin will not be accepted.  Donations from for-profit companies and corporations  with net assets in excess of $50 million will not be accepted.  All for-profit companies and corporations which otherwise make donations will be evaluated on an individual basis by the trustees based on criteria established by a method to be determined by the General Assembly. Donations from entities not meeting minimum criteria will not be accepted or will be returned.  The trustees shall additionally investigate any donation for which there is reasonable suspicion that the entity making the donation does not meet the minimum established criteria.
    Section 3.   
(1)    The Fund shall be administered by individuals known as Trustees, assisted by counsel chosen by the Trustees.
(2) The Trustees shall serve at the will of the General Assembly and the Workgroups utilizing the Fund during a period of their good behavior.
(3) There shall be a minimum of three (3) Trustees and a maximum of 13 Trustees, but the total number of trustees must be an odd number, all of whom shall in writing accept their position and acknowledge receipt of these Bylaws.  The Trustees shall act by modified consensus with the same supermajority at that time in use by the General Assembly.
(4)    Trustees shall be chosen by a method determined by the General Assembly and shall serve a term of one (1) year during each Trustee's good behavior. The General Assembly shall additionally specify a method by which a Trustee may be recalled or removed for cause.  Failure to appear at two consecutive meetings or to respond to email, phone or other communications attempts for a period of one (1) week without prior notification or significant excuse shall be considered prima facie evidence for cause for removal, in addition to any conditions set by the General Assembly.
(5) One Trustee Ex Officio shall be selected by a Fiscal Sponsor, if any, by a method to be determined by that Fiscal Sponsor, and shall serve a term of one year, exercising all duties and responsibilities of the other Trustees, but with no vote. That Trustee Ex Officio may not be removed by the General Assembly. That Trustee Ex Officio, as the official representative of the Fiscal Sponsor, has the right to question and investigate appropriate solicitation and disbursement of funds based on 501(c)3 nonprofit corporation laws, rules and regulations only. The Fiscal Sponsor agrees to abide by these restrictions on it and its representative Trustee Ex Officio.
(6) The Trustees are required to accept, acquire, hold and expend the assets of the Fund for purposes which meet the criteria established by the Commonwealth of Pennsylvania and the United States in respect to 501(c)3 nonprofit corporations.
(7) The Trustees may appoint individuals to perform specific tasks and hire such personnel and professional assistance as necessary and proper to carry out the work of the Fund.
(8) The Trustees are required to take all actions necessary and appropriate to create another structure for the governance and operation of the Fund if, after consultation with appropriate professionals, Workgroups utilizing the fund, as well as with the General Assembly, they find that a different structure is better suited to carrying out the goals and purposes of the Fund.
        (9)    The Trustees shall be required to pay all reasonable bills and expenses incurred by the Fund, including expenses associated with the formation of the Fund and expenses to publicize the Fund.
        (10)    It is anticipated that this non-profit organization shall be tax exempt.  However, in the event any taxing authority determines that this Fund is responsible for paying taxes of any kind attributable to the receipt of donations or interest accruing thereon, the Trustees shall be authorized to pay such taxes directly from the Fund. In this same instance, any donor notified of a potential charitable deduction must be notified that the charitable deduction is in question.
        (11)    The Trustees are required to take such other acts which are necessary and appropriate in the management, administration and distribution of this fund.

    Section 4.    (1)    The Trustees shall receive, hold and disburse all Fund assets in accordance with a method determined by the General Assembly and the law.  The fund shall operate on a calendar year basis.  The Fund shall be audited on an annual basis by a certified public accountant who otherwise has no interest in the Fund or its operations. 
        (2)    The Trustees shall keep accurate and detailed accounts of all investments, receipts, disbursements and other transactions.
        (3)    Disbursements of Fund assets shall be co-signed by or made by written authorization of at least two Trustees.
        (4)    Unless otherwise provided by the General Assembly, the Fund shall maintain its books in Pittsburgh, Pennsylvania.  The Trustees shall keep sufficient records to comply with requirements for filing any report required by law as well as any level of detail reasonably to be expected to be needed by the Working Groups and the General Assembly.

        Section 5.    The Trustees are further directed;
    (1)    To open and maintain a separate fiduciary account or accounts in the name of Occupy Pittsburgh Community Fund;
    (2)    To make, execute, acknowledge and deliver any and all instruments that may be necessary or appropriate to carry out the responsibilities herein defined;
    (4)    To employ suitable counsel and clerical personnel from time-to-time, if needed, and to pay them reasonable expenses and compensation;
    (5)    To do all acts which may be necessary to comply with any of the requirements of federal law or the laws of Pennsylvania;
    (6)    To enter into any and all contracts and agreements for carrying out the terms of this Fund and for the administration of the Fund; and
    (7)    To do all acts which they deem necessary and proper and to exercise any and all powers of the Trustees under this instrument under such terms and conditions as directed by the General Assembly or a method determined by the General Assembly, to be for the best interests of Occupy Pittsburgh.
    (8) Notwithstanding the above requirements and authority granted the Trustees hereunder, or by the General Assembly or a method determined by the General Assembly, no power shall be exercisable in any manner which violates the requirements of applicable law, governmental rule, or regulations.

    Section 6.    Subject to the provisions of this Trust and Plan, the Trustees shall have full and exclusive authority and discretion to determine all questions of eligibility of organizations and individuals for disbursements from the Fund with respect only to the suitability of said disbursement for purposes consistent with 501(c)3 nonprofit corporation laws, rules and regulations.  The Trustees shall have full discretionary power to construe the provisions of this Trust in accordance with the direction of the General Assembly or by a method determined by the General Assembly.

    Section 7.    All money obtained by the Fund shall be placed in separate fiduciary accounts in the name of the Fund.

    Section 8.    The Trustees may make disbursements from the Fund only upon proper application for the following purposes related to the Fund:
Payment for food and other necessary supplies for Occupy Pittsburgh;   
Payment for costs resulting from educational activities and actions by Occupy Pittsburgh;
Monies for payment of Court fines, court costs, or for the posting of bail for activities related to civil disobedience endorsed by Occupy Pittsburgh which has been conducted in accordance with the Statement of Tactical Nonviolence and all other Statements, positions and protocols as adopted by the General Assembly.
The Trustees shall have the duty to pay additional monies for other costs consistent with the purposes of the Fund.

    Section 9.    The Trustees shall establish procedures for:
(1)         Reporting donations;
(2)    Processing applications for payment or reimbursement of expenses;
    (3)        In processing applications for payment or reimbursement, the fact the one Trustee is affiliated with an organization making application for benefits is not grounds to deny said application.  In any such case, the Trustee affiliated with the organization making the application, shall not vote or make a decision on the application, and said application shall be processed and voted on by the remaining trustees.

    Section 10.    The expenses incurred by the Trustees in the performance of their duties hereunder, and all other proper charges and disbursement, including all taxes of any kind and all kinds whatsoever that may be levied or assessed under existing or future laws of any jurisdiction upon or in request of the Fund hereby created or any money forming a part thereof, shall be paid by the Trustees out of the Fund’s assets. 
The expenses of accounting and administration of the Occupy Pittsburgh Community Fund incurred by the Trust itself in combination  with that of the Fiscal Sponsor, if any, shall not exceed 7% or some other percentage of total revenue or a fixed amount as may be determined from time to time by the General Assembly or a method determined by the General Assembly.

    Section 11.    (1)    The Trustees shall receive no compensation other than the payment of actual reasonable expenses incurred by them in direct connection with their duties.  Meals and inter-city travel will not be considered reasonable expenses.
            (2)    In the event that one or more Trustees are unable or unwilling to serve as Trustee for any reason (including an Ex Officio Trustee, if applicable), the remaining Trustees shall have the right to appoint a substitute or successor Trustee from a list of applications forwarded to them by the General Assembly.  Any new Trustee shall signify his or her acceptance in writing.

    Section 12.    The liability of the Trustees shall be limited as follows:
        (1)    The Trustees shall have no personal liability for the expenses incurred by the Fund.
        (2)    The Trustees shall be indemnified for and held harmless from and against any and all expenses, claims, demands, costs or charges, including but not limited to, costs and fees related to any legal action, incurred as a result of any matter, action, or inaction related to the operating of this Fund, other than for fraud or conversion, pursuant to the terms of these Bylaws.
        (3)    The sole source of assets to be used to indemnify the Trustees shall be the assets of this Fund.

SECTION 13
Transparency and Accountability
1. The Trustees shall make available to Donors, Fiscal Sponsor, Occupy Pittsburgh Members, Working Groups, and the General Assembly a Trial Balance and interim Statement of Activities on a regular basis, and not less than weekly.  This information shall be published to the Occupy Pittsburgh website or disseminated in a manner determined by the General Assembly or its designee.
2. The Trustees shall make available to Donors, Fiscal Sponsor, Occupy Pittsburgh Members, Working Groups, and the General Assembly a full Statement of Financial Position and full Statement of Activities for the previous month not later than 5 business days after the beginning of the month following. This information shall be published to the Occupy Pittsburgh website or disseminated in a manner determined by the General Assembly or its designee.
3. The Trustees shall make available to any interested individual all books and records mandated to be available to the public by federal and state law for Pennsylvania nonprofit corporations with a 501(c)3 exempt status from the IRS. These records shall be available for inspection during regular business hours at the normal place of business of this Trust.  If the Trust does not have regular business hours, an interested individual may make an appointment with the Trustees or their representative with no less than 24 hours notice to take place at the regular place of business of the Trust or at another mutually acceptable location.
4. The Trustees shall hold Regular Meetings not less frequently than once per month or by a schedule set by the General Assembly or its designee.
5. Regular Meetings of the Trustees shall be open to observation by active members of Working Groups, members of the General Assembly, representatives of the Fiscal Sponsor, and other interested individuals.  Regular meetings must be published on the Occupy Pittsburgh website no less than one week in advance.
6. The Trustees may hold Emergency Meetings with less than one week’s notice if the need arises.  In this eventuality, all Trustees must be notified no less than two hours before the meeting and the meeting must be posted to the Occupy Pittsburgh website in the same manner.  A full report of the meeting and any and all actions taken by the Trustees will be posted to the Occupy Pittsburgh website within 24 hours of the end of such a meeting.
7. In the event of an Emergency situation defined by police action involving Occupy Pittsburgh Members, the Trustees may meet with no notice, provided there is a quorum, as defined by the General Assembly or its designee, present. A full report of the meeting and any and all actions taken by the Trustees will be posted to the Occupy Pittsburgh website within 24 hours of the end of such a meeting.

    Section 14.    Consistent with any legal requirements, this Fund may be dissolved at any time, in the sole discretion of the General Assembly.  Any action dissolving the fund shall provide for the appropriate disposition of any remaining unpledged assets to a non-profit organization consistent with the purposes of the Fund. 

    Section 15.    The General Assembly or a method defined by the General Assembly may alter the nature of governance as contained in these bylaws in accordance with federal and Commonwealth of Pennsylvania law, but may not alter any provision which affects the nature or effect of the relationship established with the Fiscal Sponsor, if any. The General Assembly has the right to delegate its responsibilities as defined in this document to any Working Group or Groups as it sees fit, as well as to return any delegated responsibility to the General Assembly.

    Section 16.    This fund shall be governed in accordance with the laws of the Commonwealth of  Pennsylvania.                

ACCEPTANCE OF TRUSTEE

    I, ______________________________________________________________, do hereby accept the position as Trustee  of the Occupy Pittsburgh Community Fund.  I acknowledge receipt of a copy of the Bylaws of the Fund and agree to abide by its provisions.

__________________________________        _____________________________
            SIGNATURE                                          DATE