ARTICLE 1: NAME OF ORGANIZATION
The name of this corporation is Green Water-Infrastructure Academy (“GWI Academy”). GWI Academy is a nonprofit corporation organized and existing under the laws of the District of Columbia.
ARTICLE 2: NONPROFIT LEGAL STATUS
2.1 The Green Water-Infrastructure Academy, hereinafter referred to as GWI Academy, a non-profit public benefit corporation organized under the laws of the District of Columbia and the United States of America, shall be operated exclusively for educational and charitable purposes and is recognized as tax exempt corporation under Section 501(c)(3) of the Internal Revenue Code of 1986 (or any future United States Internal Revenue Law).
2.2 The GWI Academy shall have the power, directly or indirectly, alone or in conjunction or cooperation with others, to perform lawful acts which may be necessary or convenient to attain its goals. The powers of the GWI Academy may include, but not be limited to, the acceptance of contributions from the public and private sectors, whether financial or in-kind contributions.
2.3 The period of duration of the corporation is perpetual. Upon termination or dissolution of the GWI Academy, any assets lawfully available for distribution shall be distributed to one (1) or more qualifying organizations described in Section 501(c)(3) of the 1986 Internal Revenue Code, and which organization or organizations have a charitable purpose, at least generally, includes a purpose similar to the terminating or dissolving corporation.
ARTICLE 3: PURPOSE
3.1 Mission. Enhance human health and quality of life in global urban environments by promoting green water-infrastructure research, education and outreach programs.
3.2 Scope. For purposes of this Academy, Green Water-Infrastructure (GWI) is defined as small-scale decentralized water systems that integrate uses of locally available water and renewable energy resources for water treatment, water delivery and use at the local level within urban environments, worldwide. Locally available water resources may include captured rainwater (rooftop and other impervious surface runoff), greywater and black water, brackish and salt water. GWI may incorporate advanced small-scale water treatment technologies depending on anticipated water use; renewable energy resources may include, but are not limited to, solar, wind, geothermal, bioenergy, and micro-hydro power; GWI may interface with implementing urban agricultural systems and green roofs in order to support sustainable water and energy use and food production in urban areas. Expected benefits include water and energy conservation, lower food costs and local job creation.
3.3 Goals. (1) Award competitive grants to support GWI research and development; (2) Develop and coordinate partnerships between academia, governmental entities, nonprofits and private sector to support GWI projects; (3) Sponsor GWI educational and outreach opportunities via: college-level experiential learning opportunities, including study abroad programs; seminars/lectures, webinars, workshops and symposia; and (4) Promote policy and regulations pertinent to implementation of GWIs via position papers and other means.
ARTICLE 4: BOARD OF DIRECTORS
4.1 The affairs of the GWI Academy shall be managed under the direction and authority of the board of directors except as otherwise provided by law.
4.2 The board of directors shall consist of at least 4 (officer positions as stated under Article 5) and no more than 9 directors. Within these limits, the board may increase or decrease the number of directors serving on the board.
4.3 All directors shall be elected to serve a three-year term. However, directors may serve terms in succession. Director terms shall be staggered so that approximately half the number of directors will end their terms in any given year.
4.4 The term of office shall begin August 1 and end July 31. The election of directors shall take place in July of each year.
4.5 Directors shall be elected by the majority vote of the existing board of directors. New board members can be elected by electronic ballots.
4.6 The board of directors may fill vacancies due to the expiration of a director’s term of office due to resignation, death, or removal.
4.7 The board of directors shall designate staff positions for the GWI Academy.
4.8 Directors shall receive no compensation for carrying out their duties as directors. The board may adopt policies providing for reasonable reimbursement of directors for expenses incurred in conjunction with carrying out board responsibilities, such as travel expenses to attend board meetings.
4.9 Directors shall be remunerated for professional services provided to the GWI Academy. Such remuneration shall be reasonable and fair to the GWI Academy, and must be approved in accordance with the board Conflict of Interest policy and other laws.
4.10 Directors shall not take any action or carry on any activity on behalf of the GWI Academy which is not permitted under Section 501(c)(3) of the Internal Revenue Code as it now exists or may be amended.
4.11 A director may be removed by two-thirds vote of the board of directors when in office due to unexcused absence from two or more meetings of the board of directors in a twelve month period or any violations of the GWI Academy bylaws and other relevant laws.
ARTICLE 5: BOARD OFFICERS AND RESPONSIBILITIES
5.1 The officers of the GWI Academy shall be president, vice president, secretary, and treasurer, all of whom shall be board members and elected by the board of directors. Each officer shall serve a three-year term of office, however, may serve consecutive terms of office if reelected by the board.
5.2 The board president shall be the chief volunteer officer of the GWI Academy. The board president shall lead the board of directors in performing its duties and responsibilities, including presiding at all meetings of the board of directors, and shall perform all other duties incident to the office or properly required by the board of directors.
5.3 The vice president shall perform the duties of the board president in the absence or disability of the board president. The vice president shall have such other powers and perform such other duties prescribed by the board of directors or the board president.
5.4 The secretary shall keep a book of minutes of all GWI Academy board meeting and actions taken by the board of directors. The secretary shall announce all meetings of directors. The secretary shall have other powers and perform other duties as may be prescribed by the board of directors or the board president. The secretary may appoint, with approval of the board, a staff member to assist in performance of all or part of the duties of the secretary.
5.5 The treasurer shall be the lead director for oversight of the financial affairs of the GWI Academy. The treasurer shall oversee and keep the board informed of the financial condition of the GWI Academy and of audit or financial review results. The treasurer shall oversee budget preparation, tax and audit issues of the GWI Academy. The treasurer may appoint, with approval of the board a qualified fiscal manager to assist in performance of all or part of the duties of the treasurer.
5.6 The board of directors shall designate by majority vote one or more ad-hoc committees for undertaking specific tasks. Each ad-hoc committee may consist of one or more directors and may include non-director external experts. Board ad-hoc committees shall have all the authority of the board except for taking any action on matters which requires approval of majority board members as described in the GWI Academy bylaws. Ad-hoc committees shall be dissolved upon completion of the assigned tasks by board majority vote.
5.7 The board of directors shall approve, by majority vote, appointment of staff (paid or volunteer) that will assist board officers. GWI Academy staff members may include but not limited to financial manager, communication director, marketing and fund raising director, and outreach and education director.
5.8 The board of directors shall determine rate of compensation, if any, for any and all staff member appointments, on an individual basis for each position.
5.9 The board of directors may remove a staff member at any time, with or without cause. Any staff member may resign by giving written notice to the board president. Any resignation shall take effect at the date of the receipt of the notice or at any later time specified in the notice, unless otherwise specified in the notice. The acceptance of the resignation shall not be necessary to make it effective.
ARTICLE 6: BOARD MEETINGS
6.1 The board of directors’ regular meetings shall be held 4 times each calendar year, via Internet video meeting or teleconference. One in-person board meeting will be convened each year in a date and place approved by the board and at least 60 days in advance. Special meetings of the board may be called by the president, vice president, secretary, treasurer, or any two directors. A special meeting notice must be issued at least 3 days prior to the meeting. The board secretary will provide notice for all meeting dates and times.
6.2 A majority of the directors in office immediately before a meeting shall constitute a quorum for the transaction of business of the board. No business shall be considered by the board at any meeting at which a quorum is not present. On the occasion that directors of the board are unable to make a decision based on a tied number of votes, the president or treasurer in the order of presence shall have the power to swing the vote based on his/her discretion.
ARTICLE 7: MEMBERSHIP
7.1 The GWI Academy board of directors may approve classes of non-voting affiliates with rights, privileges, and obligations established by the board. Affiliates may be individuals, businesses, and other organizations that seek to support the mission and goals of the GWI Academy. The board, a designated committee of the board, or any duly elected officer in accordance with board policy, shall recommend to the board any individual or organization as an affiliate.
7.2 At no time shall GWI Academy affiliate member information be shared with or sold to other organizations or groups without the affiliate’s consent. At the discretion of the board of directors, affiliates may be given endorsement, recognition and media coverage at fundraising activities, and other events or at the GWI Academy website.
7.3 Any dues and membership duration for affiliate members shall be determined by the GWI Academy board of directors.
7.4 Affiliate members will not have any voting power, unless granted by the board of directors.
ARTICLE 8: FINANCIAL MANAGEMENT
8.1 The fiscal year for the GWI Academy shall be January 1 to December 31each year.
8.2 All contracts, deeds, leases, mortgages, grants, and other agreements of the GWI Academy shall be executed on its behalf by the treasurer or other persons to whom the GWI Academy board of directors has delegated authority to execute such documents in accordance with policies approved by the board.
8.3 All checks, drafts, or other orders for payment of money, notes, or other evidence of indebtedness issued in the name of the GWI Academy, shall be signed by such officer or officers, agent or agents, of the GWI Academy by resolution and approval of the board of directors.
8.4 All funds of the GWI Academy, not otherwise employed, shall be deposited to the credit of the GWI Academy in such banks, trust companies, or other depository institutions approved by the board of directors or a designated committee of the board.
8.5 No loans shall be contracted on behalf of the GWI Academy and no evidence of indebtedness shall be issued in its name unless authorized by resolution of the board of directors. Such authority may be general or confined to specific instances.
8.6 At each in-person annual meeting, the treasurer shall report to the board on the financial status of the GWI Academy, including but not limited to gross income, financial obligations, disbursements, net income, and insurance status for each of the previous three years.
ARTICLE 9: DOCUMENT RETENTION POLICY
9.1 Bylaws, Articles of Incorporation, IRS Form 1023, Application for Exemption, and any documents required by the state of incorporation shall be retained permanently, electronically and backup hard copies.
9.2 Tax records include, but may not be limited to, documents concerning payroll, expenses, proof of contributions made by donors, accounting procedures, and other documents concerning the GWI Academy’s revenues. Tax records should be retained for at least seven years from the date of filing the applicable return.
9.3 External audit reports should be kept permanently. Internal audit reports should be kept for three years.
9.4 Board and Committee meeting minutes shall be retained permanently in the GWI Academy’s minute book, electronically and in backup hard copies.
9.5 Unless otherwise dictated by the laws of the District of Columbia and the United States, the GWI Academy shall retain the following employee documents as noted:
- personnel files that reflect performance reviews and any complaints brought against the Academy or individual employees under applicable state and federal statutes;
- employment applications shall be retained for three years;
- retirement and pension records should be kept permanently; and
- other employment and personnel records shall be retained for seven years.
9.6 The GWI Academy shall keep final copies of marketing and sales documents for three years. An exception to the three-year policy may be sales invoices, contracts, leases, licenses, and other legal documentation. These documents should be kept for at least three years beyond the life of the agreement.
9.7 Final, execution copies of all contracts entered into by the GWI Academy shall be retained for at least three years beyond the life of the agreement, and longer in the case of publicly filed contracts.
9.8 Accounts payable ledgers and schedules shall be kept for seven years. Bank reconciliations, bank statements, deposit slips and checks (unless for important payments and purchases) shall be kept for three years. Any inventories of products, materials, and supplies and any invoices shall be kept for seven years.
9.9 Insurance records, accident reports, claims, etc. shall be kept permanently.
9.10 Electronic mail (email) shall be kept both electronically and printed copy. The retention period depends upon the subject matter of the email, as covered elsewhere in this policy.
9.11 The GWI Academy shall retain permanent copies of all press releases and publicly filed documents.
ARTICLE 10: TRANSPARENCY AND ACCOUNTABILITY
10.1 The GWI Academy will make publically available information about its mission, activities, finances, and governance.
10.2 The GWI Academy shall provide its Internal Revenue forms 990, 990-T, 1023 and 5227, bylaws, conflict of interest policy, and financial statements to the general public for inspection free of charge.
10.3 Public documents shall be posted on the GWI Academy website in a format that allows download, view and print in a manner that exactly reproduces the image of the original document filed with the IRS or the District of Columbia (except information exempt from public disclosure requirements, such as contributor lists).
10.4 Donor records shall be available for consultation by the members and donors concerned or by their legal representatives.
10.5 All board deliberations and minutes shall be open to the public except where the board passes a motion to make any specific portion confidential.
10.6 Staff records shall be made available only to those persons in the GWI Academy with managerial or personnel responsibilities for that staff member. Staff records shall be available for consultation by the staff member concerned or by their legal representatives. No staff records shall be made available to any person outside the GWI Academy except the authorized governmental agencies or as required by law.
ARTICLE 11: CODES OF ETHICS
11.1 It is the intent of the GWI Academy to adhere to all laws and regulations that apply to the GWI Academy and requires and encourages directors, officers and employees to observe and practice high standards of business and personal ethics in the conduct of their duties and responsibilities. This policy shall be made available to all directors, officers, staffs or employees.
11.2 If any director, officer, staff or employee reasonably believes that some policy, practice, or activity of the GWI Academy is in violation of law, a written complaint must be filed by that person with the GWI Academy board president or vice president.
11.3 Violations or suspected violations may be submitted on a confidential basis by the complainant or may be submitted anonymously. Reports of violations or suspected violations shall be kept confidential to the extent possible, consistent with the need to conduct an adequate investigation.
11.4 The board president or vice president shall notify the sender and acknowledge receipt of the reported violation or suspected violation within five business days. All reports shall be promptly investigated by the board and its appointed committee and appropriate corrective action shall be taken if warranted by the investigation.
11.5 Anyone filing a complaint concerning a violation or suspected violation of the Code must be acting in good faith and have reasonable grounds for believing the information disclosed indicates a violation of the Code. Any allegations that prove not to be substantiated and which prove to have been made maliciously or knowingly to be false shall be viewed as a serious disciplinary offense.
11.6 The GWI Academy shall not retaliate against any director, officer, staff or employee who disclose or threaten to disclose to a supervisor or a public body, any activity, policy, or practice of the GWI Academy that the individual reasonably believes is in violation of a law, or a rule, or regulation mandated pursuant to law or is in violation of a clear mandate of public policy concerning the health, safety, welfare, or protection of the environment.
11.7 The GWI Academy shall not discriminate on the basis of race, creed, ancestry, marital status, gender, sexual orientation, age, physical disability, veteran’s status, political service or affiliation, color, religion, or national origin.
ARTICLE 12: INDEMNIFICATION
12.1 The GWI Academy shall indemnify (cover losses) a director or former director, who was wholly successful, on the merits or otherwise, in the defense of any proceeding to which he or she was a party because he or she is or was a director of the Academy against reasonable expenses incurred by him or her in connection with the proceedings.
12.2 The GWI Academy shall indemnify a director or former director made a party to a proceeding because he or she is or was a director of the GWI Academy, against liability incurred in the proceeding, if the determination to indemnify him or her has been made in the manner prescribed by the law and payment has been authorized in the manner prescribed by law.
12.3 Expenses incurred in defending a civil or criminal action, suit or proceeding may be paid by the GWI Academy in advance of the final disposition of such action, suit or proceeding, as authorized by the board of directors in the specific case, upon receipt of a written affirmation from the director, officer, employee or agent of his or her good faith belief that he or she is entitled to indemnification as authorized in this article, and/or an undertaking by or on behalf of the director, officer, employee or agent to repay such amount, unless it shall ultimately be determined that he or she is entitled to be indemnified by the GWI Academy bylaws.
12.4 An officer of the GWI Academy who is not a director is entitled to indemnification under this article to the same extent as a director. The GWI Academy may also indemnify and advance expenses to an employee or agent of the GWI Academy who is not a director, consistent with the laws and public policy, provided that such indemnification, and the scope of such indemnification, is set forth by the general or specific action of the board or by contract.
ARTICLE 13: AMENDMENTS OF BYLAWS
13.1 These Bylaws may be amended, altered, repealed, or restated by a vote of the majority of the board of directors then in office at a meeting of the Board. However, amendments shall be consistent with the Articles of Incorporation. Any amendment to the Articles of Incorporation may be adopted by approval of two-thirds of the board of directors.
13.2 No amendment shall be made to these Bylaws which would cause the GWI Academy to cease to qualify as an exempt corporation under Section 501 (c)(3) of the Internal Revenue Code of 1986, or the corresponding section of any future Federal tax code.
13.3 An amendment that does affect the voting rights of directors further requires ratification by a two-thirds vote of a quorum of directors at a Board meeting.