NONPROFIT BYLAWS

Article I. Naming

 

1.01 - Name

The name of this organization shall be “The Southern Nevada Breastfeeding Coalition” (hereinafter “Coalition” or “Organization”).

 

1.02 - DBA

The Organization’s doing business as (“DBA”) shall be “The Nevada Breastfeeding Coalition.”  It may be abbreviated as NVBC. It is hereby acknowledged that the DBA is preferred and that the formal name of this Organization, the “The Southern Nevada Breastfeeding Coalition” (or “SNBC”) is no longer preferred. It is further acknowledged that the name of the dissolved entity “The Northern Nevada Breastfeeding Coalition” (or “NNBC”) should no longer be used.

 

Article II. Location

 

2.01 - Office Locations

The principal office and the registered office of the Coalition will both be in the greater metropolitan Las Vegas area. 

 

2.02 - Location Not Restrictive as to Reach of Services or Activities The Coalition shall serve the needs of the entire state of Nevada. 

 

Article II. Governing Law and Organization

 

3.01 - Applicable Law

The Coalition will be governed by, and all activities performed by the Coalition shall be conducted in accordance with, the laws of the State of Nevada as well as all applicable provisions of the Constitution and laws of the United States.

 

3.02 - Type of Entity

The Coalition is a nonprofit corporation pursuant to NRS Chapter 82. Further, the Coalition is a corporation for the public benefit as defined by NRS 82.021.

 

3.03 - Tax Status

The Coalition is a 501(c)(3) entity as defined by the Internal Revenue Code in effect on October 1, 1991 (or corresponding provision of any future United States Internal Revenue law) (hereinafter, “Section 501(c)(3)”). The Coalition is organized exclusively for educational purposes within the meaning of section 501(c)(3). 

 

No part of the net earnings of the Coalition shall inure to the benefit or be distributable to any director, officer, member, or other private person, except that the Coalition shall be authorized and empowered to pay reasonable compensation for services rendered (including to Board Members, as described in Seciton 7.04, below) and make payments and distributions in furtherance of the purposes set forth in the Articles of Incorporation and these Bylaws.

 

3.04 - Prohibited Activities

Notwithstanding any other provisions of these articles, neither this Organization–nor any  director, officer, member, or representative thereof–shall carry on any activities not permitted (a) by an organization exempt from federal income tax under section 501(c)(3) or (b) by an organization contributions to which are deductible under section 170(c)(2) of the Internal Revenue Code of 1986 (or corresponding provision of any future United States Internal Revenue law).

 

Article IV. Purpose and Organization

 

4.01 - Mission

The purpose of this Coalition shall be:

• To promote breast/chestfeeding through education, collaboration, and advocacy  ●   To remove barriers and to help all families achieve their breast/chestfeeding goals.

• To promote a standard of maternal/infant care that supports and advocates breast/chestfeeding as the norm.

• To foster the education of professionals caring for breast/chestfeeding, as well as for the mother/lactating parent.

• To serve as a resource for accurate and up-to-date breast/chestfeeding information.

 

1. - Commitment to Diversity and Inclusion

The Coalition recognizes that in order to meet its mission, all volunteers, members, and Board Members need and deserve to be mentored and sustained in collegial relationships that recognize the value of who they are, what they have been through and the biases that they are navigating in an effort to achieve health for themselves and their communities.

 

The Coalition commits through policy, practice, and relationship to achieving equity in leadership, membership and practices. As such, the Coalition will continuously work to ensure that its mission is accomplished through an equity lens and practice that honors and promotes ethnic, cultural, and lived experience diversity, in part by acknowledging the presence and impact of racism, other forms of discrimination, and unconscious bias. The Coalition is committed to doing this through training, peer education, open dialogue, and evaluation, thereby creating an organization wherein people of color–and all other marginalized groups–can assert their experiences, perspectives, and needs with transparency and support from the Coalition. This provision will be enhanced by said transparency. In the process, the Coalition’s work is strengthened.

 

1. - Committment to Professional Standards

Some members of the Coalition are certified as International Board Certified Lactation

Consultants (“IBCLCs”). To that end, all member so certified must abide by the Code of

Professional Conduct available on the International Board of Lactation Consultant

Examiners website. Coalition members who are IBCLC-certified must keep apprised of any and all ongoing developments of the Code as it evolves over time.    

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Article V. Membership

 

5.01 - Availability

Membership shall be open to any person residing or working in Nevada who is interested and who can contribute to the work of the Coalition. Membership is on a voluntary basis, open to all with an interest in the promotion of breast/chestfeeding.

 

5.02 - Encouraging Membership

Representatives from the following areas will be encouraged to maintain membership:

health care providers including hospital staff, private physicians, nurses, lactation consultants, health department personnel, dietitian and mental health professionals; social service providers; school personnel; La Leche League Leaders; home visitors; childbirth educators; peer counselors; breast/chestfeeding coordinators; community leaders and legislators; representatives of other community groups; and breast/chestfeeding women and individuals.

 

5.03 - Membership Information

Member information will be updated biannually.

 

5.04 - Non-Voting Member Status

Definition of “Non-Voting Member”: Those who wish to be involved in receiving information, participating in meetings, and sharing in the discussion of breast/chestfeeding issues in Nevada. 

 

Non-Voting Members are welcome to contribute suggestions at meetings and via email. They will not be permitted to vote on officers, by-laws changes, and/or other official matters requiring a vote of those present at meetings. No dues will be required of non-voting members. 

 

5.05 - Voting Member Status and Dues

Definition of “Voting Member”: Those who pay annual dues and maintain active involvement in the official matters and affairs of the Coalition. 

 

Individual voting membership is twenty-five dollars ($25) annually. A group membership is sixty dollars ($60) annually, with the group being three (3) or more, one (1) vote per group. Within such group memberships, members may rotate. 

 

The Coalition will accept rolling membership, throughout the year. 

 

Dues may be changed by a vote of members present at the October meeting of each year. 

 

5.06 - Nondiscrimination

No person shall be denied membership based on race, color, ethnicity, national origin, religion, sex, gender, gender identity, sexual orientation, age, or disability.  

      

Article VI. Voting

 

6.01 - Voting Forum

All voting must occur at either:

• At a scheduled meeting;

• At a special meeting as defined in Section 8.07; or, ●        At any time agreeable to the Board Members, via email.

 

6.02 - Non-Election Issues

Voting on all issues, other than the election of Officers, will be by a show of hands, of voting members, unless two (2) or more members request a written record of each member vote.

 

6.02 - Quorum

A majority of voting members must be present to constitute a quorum. However, voting may take place virtually.

 

Article VII. Board of Directors

 

7.01 - Two Boards

Initially on the meeting date when the Bylaws are signed, and thereafter biannually (every other year, at odd-year intervals) at the meeting to be known as the Annual Meeting, or as needed to fill any vacancy, Board Members (also known as “Officers”) shall be elected by a majority vote of the Board Members present. These Board Members shall fill positions on two Boards: the Board of Directors, and the Board of Executives

 

The Board of Directors presides over the Board of Executives and has autotomy on all  matters.

 

The Board of Executives will have full authority to manage the affairs of the Coalition subject to the instructions of the members and President of the Board of Directors.

 

Mentorship for new Board Member positions will begin in August.

 

Any and all of these positions must adhere to the “no conflict of interest” provisions pertaining to all events and social media for the Coalition, as outlined in Article IX, Section 9.01, below.

 

7.02 - Titles and Duties/Responsibilities of Board of Directors

The Board of Directors shall consist of the following positions and duties:

 

President: 

• Attends and heads all monthly meetings.

• Plans and coordinates Board and event planning meetings.

• Administers Bylaws. Specifically, the President shall:      

○    Ensure the ByLaws are updated as needed, and followed per state law and IRS regulations;

                  ○    Bring any bylaw updates to the Annual Meeting;

                  ○    Records members’ vote for or against during said Meeting;

                  ○    Records results of the vote in Annual Meeting Minutes;

○    Brings updated version of Bylaws to the next meeting for Board Members’ signatures; and,

                  ○    Upload the current Bylaws to the website.

• Manages the yearly budget, in coordination with the Treasurer. This includes:

                  ○    Creating a budget for the year and all events;

                  ○    Approves expenditures;

                  ○    Maintaining the budget throughout the year; and, 

                  ○    Keeping members and donors aware of how funds are utilized.

• Ensures that duties of Board Members are being completed and maintain duties when others are unable. Delegate tasks as needed.

• Appoints committees. 

• Represents the Coalition in all matters that affect it and acts as a spokesperson for the Coalition.

• Ensures that resoluteions passed by the Board are carried out.

• Maintains communication with scholarship recipients.

• Ensures the support group is running effectively.

• Assists with miscellaneous duties as coordinated with the Board.

 

Vice-President: 

• Attends and heads all monthly meetings, along with the President.

• Helps plan and coordinate Board and event-planning meetings, as needed.

• Assists the President with all activities and events for the year.

• Runs meetings if the President is absent.

• Maintains presidential duties if the President is unable.

• Maintains Bylaws, in coordination with the President. 

○    The Vice-President should ensure awareness of the details of the Bylaws and bring one copy to any meeting held.

• Administers and maintains Coalition Gmail account, including but not limited to the following tasks: 

                  ○    Assist with Gmail account to get to any emails the Secretary cannot access.

○    Reply to all emails that come to the account within 24-48 hours if possible, and then forward them to the appropriate person.

• Maintains communication with scholarship recipients.

• Ensures the support group is running effectively, along with the President.

• Assists with miscellaneous duties as coordinated with Board.

 

Treasurer: 

• Attends all monthly meetings.

• Helps plan and coordinate Board and event planning meetings.

 

Ensures awareness of the details of the Bylaws and brings one copy to each meeting held if the Vice President is unable to attend.

• Keeps all legal money-related documents updated and in organized files in the Coalition Gmail Drive.

• Reports financials to the President monthly for agenda and minutes report; ● Manages yearly fees and filings, through Silverflume. This may include:

                  ○    Business license fee or exemption;

                  ○    Annual list of Officers;

                  ○    Charitable solicitation exemption; and/or,

                  ○    Sales use tax exemption (through the Nevada Dept. of Taxation).

                  ○    All such fees are due in September of each calendar year.

• Maintains the Coalition checking account, PayPal, Wix, and Quickbooks. These tasks are on an as-needed basis, unless otherwise indicated. These tasks include, but are not limited to, the following:

                  ○    Coordinate with the Coalition accountant;

                  ○    US Bank Account

                              ■    Become a bank mandate/account signatory;

■    Maintain the login for US banking online; and, ■ Maintain the Coalition bank account online portal; ○    QuickBooks:

■    Track all monetary transactions in QuickBooks; ■            Indicate what dues and donations are for in QuickBooks;

                  ○    PayPal:

                              ■    Check the PayPal account;

■    Check the balance for memberships and event registrations;  ■ Report to the board/meeting.

■    Sweep money from the PayPal account into the checking account, at least once a month, and always at the end of an event registration period.

■    Set up any and all PayPal buttons as needed for payments for membership/events.

                  ○    Wix:

■    Sweep money from Wix for payments into the checking account. ●      Complete reimbursement requests for any grants the Coalition has accepted;

• Maintain yearly taxes and requirements for section 501(c)(3). Tasks related to tax requirements include, but are not limited to:

○    Be aware of all of the tax laws and paperwork needed to maintain section 501(c)(3) status;

○    Completing all yearly tax requirements. The Coalition’s tax year ends June 30th each year and begins July 1st.

                  ○    Complete IRS 990 Postcard by July 1st of each year.

                              ■    See the President for password to IRS.

■    Ensure that the Coalition’s principle office address and registered address, as described in Section 2.01, above, are updated with the IRS.

■    If Coalition makes less than $25k in a tax year (July 1 through June 30), the only IRS requirement is this postcard.

                  ○    W9 Administration:

■    Provide a W9 to anyone in the coalition pays out $600 or more to in the calendar year to the coalition. Make a new one each year via IRS.gov, save to one drive.

■    If we give someone a W9, we must turn in a 1099 to IRS and the recipient.

■    Provide each donor with an invoice, and a copy of the Coalition’s section 501(c)(3), and upload the receipt to our Gmail drive in a folder for that year’s event

                  ○    Report to the President upon completion of all tax requiremnts.

• Assist with miscellaneous duties as coordinated with the Board.

 

Secretary: 

• Attends all monthly meetings.

• Helps plan and coordinate Board and event planning meetings.

• Has a copy of the signed Bylaws and a membership form available at all meetings.

• Maintains minutes and meeting agenda. This includes but is not limited to: 

○    Take minutes at all meetings of the coalition; if you are unable to attend, arrange for someone to take minutes;

○    Keep a sign-in/roll sheet from each meeting to use for meeting minutes; also note who was on the phone during the event;

○    Type up meeting minutes to send out to the Vice President for next month’s reminders;

○    Keep a copy of the year’s minutes and agendas for future reference in the Google Drive; and, 

                  ○    Write up an agenda for the Vice President to send out for meeting reminders.

• Manages Google Account. This includes but is not limited to: 

○    Ensure all appropriate files are updated on the Google Drive, including agendas, meeting minutes, sign-in sheets, editable fliers for events, event coordination documentation, all contracts as applicable for events, etc.

                  ○    Ensure accesses to Coalition Gmail account;

                  ○    Check Gmail daily;

○    Reply to all emails received within 24-48 hours if possible, and then forward to the appropriate person.

○    Check Gmail account for new website subscribers to be added to the convertkit mailing list..

• Manages Convertkit account, and uses Convertkit to send out any bulk emails including: 

                  ○    Meeting reminders one week out from each month’s meeting;

                  ○    Meeting reminders one day out from each month’s meeting. ;

○    Notifications and reminders for upcoming events (such as education events or Nurturing Naturally).

Manages Meeting materials. This includes, but is not limited to:

○    Ensure there are copies of the meeting minutes and agenda to hand out at the meeting;

○    Print out and retain sign-in sheet for all in-person meetings, along with pen to sign in.

• Maintains the Coalition Resource Sheet.  This includes but is not limited to: 

                  ○    Fully update list annually;

                  ○    Get updates as needed throughout the year;

                  ○    Submit to the website coordinator for updates;

                  ○    Print sheets to have available at events; and,

                  ○      Ensure each applicant has paid membership with Treasure and/or President.

• Assists with Miscellaneous duties as coordinated with the Board

 

Member at Large: 

• Attends Board Meetings and Membership Meetings.

• Promote events and assist with communication with the community for events, including coordinating and working with members on disbursement of fliers into the community, as needed.

• Welcomes new members at each Board meeting.

• Assists with print and disbursement of event materials and securing donations for events, including by using letters written to be mailed/delivered to various businesses.

• Supports and assists at events sponsored by the Board.

• Encourage membership in the Coalition.

• Sponsorship packet updated and coordination for disbursement into community.

• Assists with miscellaneous duties as coordinated with the Board.

 

7.03 - Titles and Duties/Responsibilities of Board of Executives

The Board of Executives shall consist of the following positions and duties:

 

Education Coordinator:

• Coordinates speakers for the monthly general meetings.

• Send the Vice President & Marketing/Social Media Coordinator the speaker for the month with bio & photo so they can create a post online and include in the monthly meeting reminders

• Checks in with the Treasurer and Board about budget for the year’s activities/events.

• Plans and arranges education events (e.g., the Symposium and quarterly education).

This may include, but is not limited to:

                  ○    Planning five (5) to six (6) months before the event date;

                  ○    Securing event space;

                  ○    Arranging subcommittees and delegating to co-leaders for each event;

○    Drafting and submitting press release/calendar listing request to the following: ABC, NBC, CBS, Fox, PBS, NPR, Las Vegas Sun, Las Vegas Review Journal news calendar, Las Vegas Weekly, View, and RJ Monday Health section.       

Events Coordinator:

• Reports new events monthly.

• Plans events designated by the Board of Directors. These may include Nurturing Naturally, Breastfeeding Awareness Month, Networking, etc.

• Create a subcommittee to help with planning, dissemination, and day-of logistics.

• Ensures there is a budget for the event. If more funds are needed than the original budget allows, works with the Treasurer and committee to secure funding.

• Work with Marketing & Social Media Coordinator to create flyers and a marketing plan

• Organizes volunteers to be present at Coalition events.

• Assists with miscellaneous duties as coordinated with the Board.

 

Marketing & Social Media Coordinator:

• Maintains the Coalition Instagram and Facebook accounts.

• Gathers information from the Education Coordinator to post for monthly meetings and speakers.

• Creates graphics and posts for events and support group meetings.

• Assists with miscellaneous duties as coordinated with the Board.

 

Community Outreach Coordinator:

• Identifies and proposes new ideas and opportunities for community engagement to increase Coalition membership and participation.

• Assist with sponsorship packets and sending letters for donations on behalf of the Coalition.

• Attends other meetings in Nevada relating to lactation and/or breast/chestfeeding (e.g., The Maternal Child Health Coalition). With regard to other such meetings, the Community Outreach Coordinator will:

                  ○    Report to the Board on details from the other organizations;

                  ○    Propose how the Coalition and other organizations can work together;

○    Ensure the Coalition maintains communication with other organizations; and,

○    Communicate with other organizations any relevant updates from the Coalition.

• Proposes ideas on community collaborations that would be beneficial to the Coalition.

• Prints out membership forms and resource sheets to have available at all in-person events.

• Assists with miscellaneous duties as coordinated with the Board.

organizes 

 

Swag Coordinator:

• Organizes and coordinates outreach tabling events (i.e. Baby Expo, Breastfeeding events in the community, etc.) in collaboration with the Community Outreach Coordinator.

• Discusses new items for purchase with the Board.             

 

Gathers pricing and inventory amounts to present for voting. ● Houses all items or pick up/drop off from Coalition storage space ●            Assists with early setup and clean up at events.

• Maintains the inventory for swag and advises the President and Treasurer on any reordering needs.

 

Website Coordinator: 

• Handles all website-related items. These may include:

○ Create a registration page for events;

○ Ensure that the resource list is updated and visible on the site;

○ Ensure that the event sign-up page and RSVPs are working properly;

○ Assist with events and subcommittees, as needed;

○ Work with Marketing & Social Media Coordinator, as needed.

• Assists with miscellaneous duties as coordinated with the Board.

 

Board Member Emeritus:

• Hosts support groups

• Manages booths at outreach events

• Assists with miscellaneous duties as coordinated with the Board.

 

1. - Compensation

Board Members may receive reasonable compensation for their services on the Board of Directors and/or Board of Executives. “Reasonable compensation” will be determined by taking into account market data and/or comparable, nonprofit officer salaries and/or compensation. To avoid conflicts of interest, Board Members shall be excluded from any votes that determine or amend their own compensation. 

 

1. - Dues

Members of the Board of Directors and Board of Executives receive a waiver of annual dues during their time of service.

 

1. - Adding Board Members

Nominations for Board Member positions will take place in October of each year

 

If there is a vacant position on the Board, the President will appoint a willing member for the balance of the term, subject to majority vote by the Board Members.

 

1. - Removing Board Members

Removal will occur if so voted by majority of the voting members present at the meeting or voting virtually.

 

The following are potential methods of removal:                                      

• If a Board Member does not fulfill duties required as described in Article III, that Officer will be notified in writing of the meeting at which removal from office will be discussed and voted upon. At that meeting, the Officer may present statements to the task force in an effort to retain the position.

• If a voted-in Board Member does not wish to continue their obligations or fulfil their duties, the President may remove that Officer and nominate a new Officer to be confirmed after a vote of the Board.

• Anyone on the Board of Directors who fails to attend three (3) consecutive regular meetings without being excused by the President from attending, or who fails to attend nine (9) in any twelve (12) month period, will be considered for termination / removal from the Board.

• Anyone on the Board of Executives who fails to attend five (5) consecutive regular meetings without being excused by the President from attending, or who fails to attend seven (7) in any twelve (12) month period, will be considered for termination.

 

If an Officer of the Board of Directors is removed or steps down, they may not hold a position on the Board of Directors for the following 12 months from that date.

 

1. - Board Meetings, Notice Requirements

Board meetings are set for the first Wednesday of every month. Monthly notices are sent to all Board Members regarding that month’s upcoming meeting. (E.g., for the month of March, the meeting will be set for the first Wednesday that occurs in March, and notice of said meeting will be sent to all Board Memberts before the first Wednesday.) Such notices will be managed by the Treasuer, as laid out in Section 7.02, above.

 

Special meetings, as defined in Section 8.07 below, may be noticed by the President via email, again as outlined in Section 8.07 below.

 

1. - Committees

The Board may create committees which will be authorized to act on behalf of the Board in the affairs of the Coalition.

 

Committees will be limited to subjects designated by the Board.

 

Committees shall be appointed as needed by the Chair for any matters of business necessary. These committees shall cease to exist when their purpose has been complete.

 

1. - Standing Review Committee

At all times, designated group of at least three (3) Board Members will exist, responsible for reviewing reports of harm and making decisions regarding attendance prohibitions as described in Article IX.

 

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Article VIII. Meetings

 

8.01 - Number

Ten (10) general meetings, also called regular meetings, per year shall be held, one in each month of January through October.

 

8.02 - Timing and Scheduling

Meetings will be held the third Wednesday of each month and at other times as deemed necessary. Meetings may be canceled or rescheduled by a majority of voting members present in a quorum at a given meeting.

 

Time of meeting shall be from 12pm to 1pm.

 

8.03 - Methods of Attendance

Each meeting will provide a Telephone Call in-option (or) Computer Zoom option (or its equivalent).

 

8.04 - Quorum

A quorum of 2 Board of Directors shall be present at any regular or special meeting in order for business to be conducted, e.g., buy or sell orders. A majority vote of the voting members present is needed to approve any membership business not otherwise specified in the Bylaws herein.

 

8.05 - Minutes

Minutes will be kept for all meetings of the task force by the Secretary and shall include attendance, reports from Board members, old business, new business, all motions (with the name of the maker) and discussion. At each meeting, the minutes of the previous meeting will be read and corrected if necessary and approved. The Secretary will keep a copy of the minutes for every meeting on file.

 

8.06 - Annual Meeting

In the month of October, the Annual Meeting shall be held in conjunction with the regular general meeting, at which time new Officers will be elected and a full and complete Annual Accounting of the financial condition shall be made to the members. Outstanding resolutions will be reviewed and evaluated. Legal information, mission, financials, and the business plan for the following year will also be reviewed. It will be ensured that the Coalition’s business license and 990 Postcard with IRS have both been filed. 

 

8.07 - Special Meetings

Special meetings may be called at any time by the President of the Coalition. Also, any member of the Board of Directors may request a special meeting through the President, in writing, including via email. Special meetings are intended to address issues and concerns that require an urgent response for decision making, which cannot wait for the next board

meeting. In all cases, special meetings shall be limited to the stated purpose, which must be communicated in advance to all members.

 

Article IX. Conflicts of Interest and Event Restriction

 

9.01 - Officer Conflicts

Officers are discouraged from participation in any events or with any organization whose mission runs counter to the purpose and mission of this Coalition as described in Article IV.

Officers are prohibited from engaging in harmful behavior or activities as described in Subsection 9.03, below. Officers must not vote on any matter that concerns their own compensation for services performed under color of these Bylaws or in furtherance of the Coalition’s mission, as further described in Section 7.04, above.  

 

9.02 - Prohibition on Event Attendance

The Coalition will ensure the safety and well-being of all community members by setting forth procedures to prohibit individuals who have caused harm from attending community events. These procedures are laid out in this Article IX.

 

9.03 - Definitions

• Harm: Any action or behavior that causes physical, emotional, or psychological damage to individuals or the community as a whole. Examples include but are not limited to: sexual harassment; discrimination (of any type); and attempts to use community events for improper or inappropriate purposes.

• Community Event: Any gathering, meeting, workshop, seminar, or activity organized under the auspices of Coalition.

• Community Member: Any person, entity, organization, or group, regardless of membership in the Coalition.

• Affected Party: Any client, support group participant, or community member in attendance at a Coalition meeting or event,  who has been directly impacted by the harmful actions of another.

• Review Committee: A designated group responsible for reviewing reports of harm and making decisions regarding attendance prohibitions, as set out in Article VII, Section 7.09.

 

1. - Review Committee - Makeup and Duties

The Review Committee will consist of at least three (3) Board Members. Members of the Review Committee must be impartial, must not have been involved in the alleged incident or incidents of harm, and must have no conflicts of interest concerning the outcome of the Review Committee’s decision. Any Board Member who learns, in the process of reviewing a report of harm pursuant to this section, that they have a conflict of interest must immediately recuse themselves from the Review Committee for the specific investigation and nominate another Board Member to take their place, temporarily, until a decision is issued pursuant to this section.

 

1. - Reporting and Investigation

The Coalition encourages reports of any harm as defined in section 9.03 and will investigate any such harm pursuant to the process laid out in this Article IX: ●         Reporting Harm: Any community member may report harm by submitting a written report to the Review Committee, detailing the incident(s) and identifying the individual(s) responsible 

• Investigation: Upon receiving a report, the Review Committee will initiate an investigation within ten (10) days. The investigation will include interviews with the reporting party, the affected party, the accused individual(s), and any witnesses, as well as a review of any relevant documentation or evidence.

• Confidentiality: All reports and investigations will be conducted with strict confidentiality to protect the privacy of all involved parties.

• Decision-Making: The Review Committee is explicitly authorized to evaluate any and all information received in the above-described Investigation, including verbal and documentary evidence, in order to render a decision. The Review Committee will make decisions based on the severity of the harm, the intent behind the actions, and the potential ongoing risk to the community. The standard for decision-making will be a preponderance of the evidence. 

• Possible Outcomes: The Review Committee may decide to prohibit the individual from attending all community events, restrict their attendance to certain events, or take other appropriate actions.

• Communication of Decision: The Review Committee’s decision will be communicated in writing to the affected party and to any individual being prohibited from community events within five (5) days of the conclusion of the investigation. Such communication will be made either via email with read receipt, or via certified mail.

 

1. - Appeals

 The individual subject to prohibition may appeal the decision within thirty (30) days of the decision. Appeals must be submitted in writing and include the grounds for the appeal.

 

Any such appeal will be reviewed by an independent panel of three (3) members of the Coalition, which may include members or Board Members of the Coalition but only those not involved in the initial decision.  

 

The independent panel will issue a final decision within ten (10) days of receiving the appeal.

 

1. - Review and Amendment

This Article IX will be reviewed annually by the Board of Directors to ensure that it remains effective and aligned with the community's values.

 

Amendments to this Article IX may be proposed by any Coalition member and must be approved pursuant to the same amendment process as applies to these Bylaws, generally, as laid out in Article XII, Section 12.02, below.

                                   

Article X. Recordkeeping

 

10.01 - Manner of Storage

Any records maintained by the Coalition, including any specifically named in this Article IX (with the exception of those documents specifically named in Subsection 9.02, below), may be kept on, or by means, of, any information processing system or other information storage device or medium, including, without limitation, a blockchain, or in the form of an electronic record.

 

10.02 - Certified Copies

Certified copies of the Coalition’s Articles of Incorporation and any amendments thereto, and of these Bylaws and any amendments thereto, shall be maintained at the Coalition’s principal office.

 

10.03 - Member Ledge

A copy of the member ledger, as revised annually, shall also be maintained at the

Coalition’s principle office. This ledge shall contain the names, listed alphabetically, of each member and the type of membership (voting or non-voting) that each holds.

 

If a copy of the Member Ledge is requested pursuant to NRS 82.181, it shall be provided to the requestor at a reasonable fee (no more than $0.50 cents per page). Before such copy is made, the requestor must provide an affidavit affirming that the inspection is not desired for any purpose not relating to her/his/their interest as a member, including, but not limited to, a) solicit money or property from the members, b) for any commercial purpose, c) for any purpose in competition with the corporation, or d) to sell to any person.

 

10.04 - Accounting and Financial Records

As required by NRS 82.186, the Coalition will produce its book of account and all financial records upon request by a Board Member or by a person authorized in writing by at least fifteen percent (15%) of the members of the corporation upon at least 5 days’ written demand

 

Before such production, the requestor must provide an affidavit affirming that the inspection is not desired for any purpose not relating to her/his/their interest as a director or member.

  

If a copy of the information in this subsection is requested pursuant to NRS 82.186, it shall be provided to the requestor at a reasonable fee (no more than $0.50 cents per page).  

 

10.05 - Disclosure for Lawful Purposes

As required by NRS 82.183, the Coalition may, from time to time, be required by the Secretary of State to provide a copy of the information herein and/or to answer interrogatories to assist in a criminal investigation.

 

                                    

Article XI. Financials

 

12.01 - Donations

Donations will be accepted to support the work of the Coalition.

 

Donations may be declined if deemed inappropriate by the members. Such decisions will be made by a majority vote of voting members at any Special Meeting as outlined in Article 8.07, above.

 

Article XII. Bylaws

 

12.01 - Purpose

All business of the Coalition shall be conducted in accordance with the Bylaws contained in this document.

 

12.02 - Amendments

These Bylaws may be revised at any time by majority vote of those voting members in attendance (minimum of five (5) voting members). Any changes to the Bylaws will take effect at the close of the meeting in which they are approved. 

 

These Bylaws must be reviewed annually.

 

Bylaws should be presented in a meeting and voted on during said meeting. Bylaws must be updated and signed by the Board of Directors at the following monthly meeting.

 

12.03 - Record of Bylaws

An updated copy of the signed Bylaws must be uploaded to the website. A copy must also be maintained at the Coalition’s principal office.

 

Article XIII. Operations During Emergencies

 

13.01 - State of Emergency

In the event the the Governor of Nevada declares a state of emergency pursuant to NRS 414.070, Coalition will be considered non-operational. All activities, meetings, events, and other happenings outlined in these Bylaws and/or any of the Coalition’s governing documents will cease. Activity will resume when the Governor or other authorized party lifts the declaration and/or advises non-essential personnel, operations, and businesses, that they may resume normal operations. 

 

Article XIV. Dissolution of the Nonprofit

 

14.01 - Determination of Dissolution

The Coalition can be dissolved by majority vote of the current membership.

 

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NONPROFIT BYLAWS

14.02 - Distribution Upon Dissolution

Upon termination or dissolution of the Coalition, any assets lawfully available for distribution shall be distributed to one (1) or more qualifying organizations described in Section 501(c)(3) which organization or organizations have a charitable and/or educational purpose which, at least generally, include a purpose similar to the Coalition.

 

The organization to receive the assets of the Coalition hereunder shall be selected by the discretion of a simple majority of the Board of Directors, and if its members cannot so agree, then by each Board Member choosing one qualifying organization from which the receiving organization shall be chosen by random lot.

    

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