The name of this group shall be Libby Area Technical Assistance Group, Inc. referred to below as LATAG.
The location of the principal office of the LATAG shall be the State of Montana.
The LATAG shall remain incorporated under the laws of the State of Montana as a non-profit educational organization.0
The objectives of LATAG shall be to involve individuals, organizations and the public in order to enhance citizen understanding of and involvement in the overall site condition and activities of the Superfund cleanup at the Libby National Priorities Listing (NPL) site. The objectives shall include, but not be limited to, the acquisition of an EPA Technical Assistance Grant; the hiring and supervision of Technical Advisors; conducting public information meetings; and the preparation and distribution of related items to the media.
The LATAG shall not have or exercise any power or authority either expressively, by interpretation or operation of law, nor shall it directly or indirectly engage in any activity, that would prevent the LATAG from qualifying and continuing to qualify as a Corporation described in Section 501(c)(3) of the Internal Revenue Code, contributions to which are deductible for federal income tax purposes.
No substantial part of the activities of the LATAG shall consist of carrying on propaganda, or otherwise attempting to influence legislation; nor shall it in any manner or to any extent participate in, or intervene in any political campaign on behalf of any candidate for public office; nor shall it engage in any activities that are unlawful under the laws of the United State of America, the State of Montana, or any other jurisdiction where such activities were carried on; nor shall it engage in any transaction defined at the time as prohibited under Section 503 of the Internal Revenue Code.
The LATAG shall never be operated for the primary purpose of carrying on a trade or business for profit. Neither the whole (or any part or portion) of the assets shall be used, nor shall the LATAG ever be organized or operated, for purposes that are not exclusively religious, charitable, scientific, literary or educational within the meaning of Section 501(c)(3) of the Internal Revenue Code.
Pursuant to board policy, no compensation shall ever be paid or made to any officer, director, trustee, creator, or organizer of the LATAG, or substantial contributor to it, except as a reasonable allowance for actual expenditures or services actually made or rendered to or for the LATAG; and neither the whole nor any part or portion of the assets or net earnings, current or accumulated, of the LATAG shall ever be distributed to or divided among any such person(s); provided, further, that neither the whole nor any part of such assets or net earnings shall ever be used for, accrue to, or inure to the benefit of any individual within the meaning of Section 501(c)(3) of the Internal Revenue Code.
In the event of termination or dissolution of the LATAG (in any manner or for any reason whatsoever) its remaining assets (if any) shall be distributed to (and only to) one or more organizations described in Section 501(c)(3) of the Internal Revenue Code.
The powers and purposes of the LATAG shall at all times be limited as to enable the LATAG to qualify as a non-profit corporation pursuant to the statutes of the State of Montana.
The LATAG will maintain a Drug-Free Work Place and will not engage in illegal drug-related activities.
The territorial jurisdiction of this Organization shall be international.
The LATAG shall initially be a Public Benefit corporation without members or membership.
The board may adopt different classes of membership and attendant criteria with suitable revision to LATAG articles of incorporation and bylaws maintaining Section 501 (c) (3) Internal Revenue Code regulations and Montana State law.
The Board of Directors shall consist of not less than 5 or more than 15 members. The first permanent board shall be elected by the incorporators and the LATAG formation steering committee. Thereafter, the Board of Directors shall seek and elect Board Members. Directors shall hold office for three years and/or until their respective successor shall be elected and qualified.
Members of the Board of Directors serve on the Board in their individual capacity. If they are active participants in other community organizations, their duties shall include acting as a liaison between LATAG and the organizations in which they actively participate.
Membership of the Board shall be for a three-year term. Sequential terms for regular Members and Executive Board Members are not prohibited.
The following is a description of the powers of the Board.
The Board shall have the general direction, management, and control of all the property, business and affairs of the LATAG. It shall determine the duties, beyond those fixed by these bylaws, of all officers, agents, and clerks of the LATAG.
In addition, the Board shall establish policies, issues, strategies, and tactics for LATAG activities.
The Board shall reserve to itself final authority over all press releases, information packets, and any other forms of communication. At the discretion of the Board, this authority may be delegated to Officers, or the staff of the LATAG.
Meetings of the Board shall be held at such times as the Board shall direct, but at least twice a year. "Special" meeting(s) of the Board as deemed appropriate shall be called by the Chairman, Secretary, or any three (3) members of the Board. Notice of each special meeting shall be given members at least three (3) days prior to the meeting (emergency meetings the exception).
A majority of the Board shall constitute a quorum for the transaction of business. Once a quorum is established during a meeting, it is constituted as a quorum even if during the course of the meeting a board member becomes absent.
Any member of the Board may be removed by two-thirds of the Board at a regular or special meeting.
Directors may give proxies to other Directors for use at meetings. Such proxies shall be valid only for a specific meeting and only if filed in writing with the Secretary prior to the next meeting.
Every year, as needed, the Board shall elect from its members a Chair, Vice Chair, Secretary, and Treasurer, plus one additional member to constitute the Executive Board Committee
Membership on the Executive Board Committee shall be coterminous with the Officer's membership on the regular Board.
The Officers of the LATAG shall be elected by a majority of the Board then in office. Officers and members of the Executive Committee, so elected, shall serve until their designated term. Thereafter, the terms of Officers and members of the Executive Committee shall be three years, with elections taking place at the annual meetings.
Any Officer of the Board may be removed from office by a two-thirds vote of the Board. Such Officer shall be given written notice of the reasons for the removal.
The following is a description of the elected Executive Officers and their duties.
The Chair shall preside at all meetings of the Board and Executive Committee, but may delegate this authority to any other member of the Board. She/he shall oversee on behalf of the Board the implementation of the policies adopted by the Board, and shall have other powers and duties as may be prescribed by the Board from time to time.
The Vice Chair shall act in the absence of the Chair and shall perform other duties or responsibilities delegated by the Chair or the Executive Committee.
The Secretary shall act in the absence of the Chair and Vice Chair and shall perform as Chair and other duties or responsibilities delegated by the Chair or the Executive Committee. They shall also delegate the keeping of records of the LATAG and the Board of Directors. She/he shall delegate the keeping of minutes of all such meetings of the Board and Executive Committee; issue notices of all meetings; delegate the filing of all reports required pursuant to state and federal law.
The Treasurer shall act in the absence of the Chair, Vice Chair, and Secretary and shall perform as Chair and other duties or responsibilities delegated by the Chair or the Executive Committee. They shall also delegate the placement and custody of all funds, gifts received, and other assets of the LATAG, place them in accounts in the name of the LATAG in such banks and other depositories as the Board may direct; delegate the disbursement of such funds or other assets as upon the direction of the Board or the Chair; control and maintain complete financial records of the assets, receipts, and disbursements of the LATAG; collect all monies due the LATAG; delegate the payment of routine bills and expenses of the LATAG with specific resolution of the Board; and perform other duties as the Board or Chair may direct.
The Ad-Hoc Officer is an elected Executive Officer position providing a balance quantity of Executive Officers for voting purposes. In addition, the Ad-Hoc position has signature rights as related to all other Executive Board members.
Both the Secretary and Treasurer shall permit and schedule the viewing for any Board Member or Member of the Executive Committee to inspect all books and records of the LATAG for any purpose at any reasonable time.
Between Board of Directors Meetings, the Executive Committee shall act on behalf of the Board of Directors. Any decision of the Executive Committee may be overruled by two-thirds of the Board. Such voting may occur by written proxy or mail ballot.
The Chair may also establish standing and ad-hoc committees, define their functions, and appoint their members. Members of the standing and ad-hoc committees need not be members of the Board.
The Board of Directors shall determine the fiscal year of the LATAG.
Proposal for amendments to these Bylaws, Referenda and/or Initiative, may be made by a majority vote of the Board of Directors.