General Overview

Article 1: Offices
Section 1: Principal Office
The principal office of the Coalition is located at 68 Grove St., Lowell, MA. 01851.

Section 2: Change of Address
The designation of the county or state of the Coalition's principal office may be changed by amendment of these bylaws. The board of directors may change the principal office from one location to another by noting the changed address and effective date below, and such changes of address shall not be deemed, nor require, an amendment of these bylaws:

New Address:_________________________Dated: ________, 20____.

Section 3: Other Offices
The National Coalition may also have offices at such other places, within or without the Commonwealth of Massachusetts, where it is qualified to do business, as its business and activities may require, and as the board of directors may, from time to time, designate.

Article 2: Nonprofit Purposes
Section 1: IRC Section 501(c)(4) Purposes

This Coalition is organized exclusively for one or more of the purposes as specified in Sections 501(3) and/or 501(c)(4) of the Internal Revenue Code, including, for such purposes, the making of distributions to organizations that qualify as exempt organizations under Section 501(c)(3) or 501(c)(4) of the Internal Revenue Code.

Section 2: Specific Objectives and Purposes

The National Coalition is organized exclusively for the social welfare of all American citizens. It operates for charitable, scientific educational and legislative reforms purposes. More specifically, to educate all Americans about our National Heritage and our Constitution and Bill of Rights through educational programs, and to assist citizens promote and affect necessary reforms to legislation that negatively impacts the health, educational, social and economic well being of our people. The Coalition will accomplish its missions through legal aid projects, educational seminars, videos, journalism programs, public newsletters, public events, concerts, and through all other lawful mediums available to accomplish our mission.  (See: Schedule A).

Additionally, committees made up of experts for this National Coalition will research and disseminate detailed scientific findings to the public regarding particular social problems, educational problems, and legislative problems that negatively impact the American people, socially, economically and/or legally, and may suggest unbiased or balanced solutions for the registered membership to publicly support in the general public. (See: Schedule B).
No member of the National Coalition; while operating on behalf of this Coalition shall engage in support or opposition of any political candidate or party, but may do so as an individual as a matter of Constitutional right, provided he/she does not use the National Coalition for Social and Political Reform as a vehicle for such endeavors. (See: Schedule C).

Article 3: Directors
Section 1: Number
The Coalition shall have no more than twenty-five directors, but no less than three, and collectively they shall be known as the board of directors.

Section 2: Qualifications
All Directors shall have attained a minimum age of eighteen. Other qualifications for directors of this non-profit National Coalition shall be as follows:
1) Other than the founding member, who will also indefinitely serve as an advisor, all persons elected to the Board of Directors shall possess, at a minimum, a Masters degree in a relative field of expertise.
2) Directors responsible for overseeing specific programs related to social, psychological or legal positions for the Coalition should possess a minimum of a Doctorate in the specific field he/she is overseeing, and must possess a minimum of ten years (10) experience in the specific field of expertise as well.

Section 3: Powers
Subject to the provisions of State and Federal Laws, any limitations in these bylaws relating to action required or permitted, or approved by the members of this Coalition, including the mission and activities of this Coalition shall be exercised by or under the direction of the board of directors.
Section 4: Duties
It shall be the duty of the directors to:
a.    Perform all duties imposed on them collectively or individually by law, by the articles of incorporation, or by these bylaws,
b.    Appoint and remove, employ and discharge, and, except as otherwise provided in these bylaws, prescribe the duties and fix compensation, if any, of all officers, agents, and employees of the Coalition;
c.    Supervise all Officers, agents, employees and members of the Coalition to assure that their duties are performed properly,
d.    Meet at such times and places as required by these bylaws;
e.    Register their addresses with the secretary of the Coalition, and notices of meetings mailed or telegraphed to them at such addresses shall be valid notices thereof.

Section 5: Term of Office
Each director shall hold office for a period of three years and until a successor qualifies and is elected.

Section 6: Compensation
Directors shall serve without compensation except that a reasonable fee may be paid to directors for attending regular and special meetings of the board. In addition, they shall be allowed reasonable advancement or reimbursement of expenses incurred in the performance of their duties. Any payments to directors shall be approved in advance in accordance with this Coalition's conflict of interest policy, as set forth in Article 9 of these bylaws.

Section 7: Place of Meetings
Meetings shall be held at the principal office of the Coalition unless otherwise provided by the board or at such other place as may be designated from time to time by resolution of the board of directors.

Section 8: Regular Meetings
Regular meetings of directors shall be held each January 15th at 7:30 P.M., unless such day falls on a legal holiday, in which event the regular meeting shall be held at the same hour and place on the next business day. The meetings shall be conducted under Roberts Rules of Order.
If this Coalition makes no provision for member elections, then, at the third annual meeting of directors held on January 15, new directors shall be elected by the existing board of directors whose term shall expire on January 16 of every third year. Voting for the election of directors shall be by written ballot. Each director shall cast one vote per candidate, and may vote for as many candidates as the number of candidates to be elected to the board. The candidates receiving the highest number of votes up to the number of directors to be elected shall be elected to serve on the board.

Section 9: Special Meetings
Special meetings of the board of directors may be called by the chairperson of the board, the president, the vice president, the secretary, by any two directors, or, if different, by the persons specifically authorized under the laws of this Commonwealth to call special meetings of the board. Such meetings shall be planned at the principal office of the Coalition and, if necessary, at a public place designated by the authorized person or persons calling the special meeting.

Section 10: Notice of Meetings
Unless otherwise provided by the articles of the National Coalition for Social and Political Reform, these bylaws, or provisions of law, the following provisions shall govern the giving of notice for meetings of the board of directors:
a.    Regular Meetings: No notice need be given of any regular meeting of the board of directors.
b.    Special Meetings: At least one week prior notice shall be given by the secretary of the Coalition to each director of each special meeting of the board. Such notice may be oral or written or may be given personally, by first class mail, by telephone or by facsimile machine, and shall state the place, date, and time of the meeting and the matters proposed to be acted upon at the meeting. In the case of facsimile notification, the director to be contacted shall acknowledge personal receipt of the facsimile notice by a return message or telephone call within twenty-four hours of the first facsimile transmission.
c.    Waiver of Notice: Whenever notice of a meeting is required under the provisions of the articles of the National Coalition these bylaws or the laws of the United States or Commonwealth of Massachusetts, a written waiver of notice, signed by the director, whether before or after the time of the meeting, shall be equivalent to the giving of such notice.

Section 11: Quorum for Meetings
A quorum shall consist of seventy five-percent of the members of the board of directors.
Except as otherwise provided under the articles of the National Coalition for Social and Political Reform, these bylaws, or provisions of law, no business shall be considered by the board at any meeting at which the required quorum is not present, and the only motion which the chair shall entertain at such meeting is a motion to adjourn.

Section 12: Majority Action as Board Action
Any act or decision by a majority of the directors present at a meeting duly held, at which a quorum is present, is an act of the board of directors unless the articles of the National Coalition or these bylaws or provisions of law require a greater percentage or different voting rules for approval of a matter by the board.

Section 13: Conduct of Meetings
Meetings of the board of directors shall be presided over by the Chairman of the board, or in his absence, the president of the Coalition, or the vice president of the Coalition, or in the absence of each of these persons, by a temporary chairperson chosen by a majority of the directors present at the meeting. The secretary of the Coalition shall act as secretary of all meetings of the board, and in his or her absence, the presiding officer shall appoint another person to act as the secretary for the meeting.
Meetings shall be governed by Roberts Rules, insofar as such rules are not inconsistent with, or in conflict with the articles of the National Coalition, these bylaws, or with any provisions of State or Federal law.

Section 14: Vacancies
Vacancies on the board of directors shall only exist upon:
(1) The death, resignation, or removal of any director, and (2) whenever the number of authorized directors is increased.
Any director may resign effective upon giving written notice to the chairperson of the board, the president, the secretary, or the board of directors, unless the notice specifies a later time for the effectiveness of such resignation. No director may resign if the Coalition would then be left without a duly elected director or directors in charge of its affairs, except upon notice to the office of the attorney general or other appropriate agency of this Commonwealth.
Directors may be removed from office, with or without cause, as permitted by and in accordance with the laws of this Commonwealth.
Unless otherwise prohibited by the articles of the National Coalition for Social and Political Reform, these bylaws, or provisions of law, vacancies on the board may be filled by approval of the board of directors. If the number of directors then in office is less than a quorum, a vacancy on the board may be filled by approval of a majority of the directors then in office or by a sole remaining director. A person elected to fill a vacancy on the board shall hold office until the next election of the board of directors or until his or her death, resignation, or removal from office.

Section 15: Non-liability of Directors
The directors shall not be personally liable for the debts, liabilities, or other obligations of this Coalition.

Section 16: Indemnification by Coalition of Directors and Officers
The directors and officers of the Coalition shall be indemnified by the Coalition to the fullest-extent permissible under the laws of the Commonwealth of Massachusetts.

Section 17: Insurance for Corporate Agents
Unless otherwise provided by law, the board of directors may adopt a resolution authorizing the purchase and maintenance of insurance on behalf of any agent of the Coalition against liabilities asserted against or incurred by the agent acting in such capacity or arising out of the agent's status as such.

Article 4: Officers
Section 1: Designation of Officers
The officers of the Coalition shall be a president, a secretary, and a treasurer. The Coalition may also have a chairperson of the board, one or more vice presidents, assistant secretaries, assistant treasurers, and other such officers with such titles as may be determined from time to time by the board of directors.

Section 2: Qualifications
Any person may serve as officer of this Coalition provided one has attained a minimum age of eighteen.

Section 3: Election and Term of Office
Officers shall be elected by the board of directors, every three years, and each officer shall hold such office until he or she resigns or is removed or is otherwise disqualified to serve, or until his or her qualified successor is elected, whichever occurs first.

Section 4: Removal and Resignation
Any officer may be removed, for good cause, by the board of directors, at any time. Any officer may resign at any time by giving written notice to the board of directors or to the president or secretary of this Coalition. Any such resignation shall take effect at the date of receipt of such notice or at any later-date specified therein, and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective. The above provisions of this section shall be superseded by any conflicting terms of a contract that has been approved or ratified by the board of directors relating to the employment of any officer of the Coalition.

Section 5: Vacancies
Any vacancy caused by the death, resignation, removal, disqualification, or otherwise, of any officer shall be filled by the board of directors. In the event of a vacancy in any office other than that of president, such vacancy may be filled temporarily by appointment by the president, or until such time as the board shall fill the vacancy. Vacancies occurring in offices of officers appointed at the discretion of the board may or may not be filled, as the board shall determine.

Section 6: Duties of President
The president shall be the chief executive officer of the National Coalition and shall, subject to the control of the board of directors, supervise and control the affairs of the Coalition and the activities of the officers. He or she shall perform all duties incident to his or her office and such other duties as may be required by law, by the articles of the National Coalition for Social and Political Reform, or by these bylaws, or which may be prescribed from time to time by the board of directors. Unless another person is specifically appointed as chair of the board of directors, the president shall preside at all meetings of the board of directors, and, if this Coalition has members, at all meetings of the members. Except as otherwise expressly provided by law, by the articles of the National Coalition for Social and Political Reform, or these bylaws, he or she shall, in the name of the National Coalition, execute such deeds, mortgages, bonds, contracts, checks, or other instruments which may from time to time be authorized by the board of directors.

Section 7: Duties of Vice President
In the absence of the president, or in the event of his or her inability or refusal to act, the vice president shall perform all the duties of the president, and when so acting shall have all the powers of, and be subject to all the restrictions on, the president. The vice president shall have other powers and perform such other duties as may be prescribed by law, by the articles of the National Coalition for Social and Political Reform, or by these bylaws, or as may be prescribed by the board of directors.

Section 8: Duties of Secretary
The secretary shall:
Certify and keep at the principal office of the Coalition the original, or a copy, of these bylaws as amended or otherwise altered up to date.
Keep a book of minutes of all meetings of the directors, and if applicable, the meetings of committees, sub committees, and members; recording therein the time and place of the meeting, whether regular or special, how called, how notice thereof was given, the names of those present or represented at the meeting, and the proceedings thereof.
Ensure that the minutes of meetings of the Coalition, any written consents approving action taken without a meeting, and any supporting documents pertaining to meetings, minutes, and consents shall be contemporaneously recorded in the corporate records of this Coalition. In this context, "contemporaneously" means that the minutes, consents, and supporting documents shall be recorded in the records of this Coalition by the later of:
(1) The next meeting of the board, committee, membership, or other body for which the minutes, consents, or supporting documents are being recorded, or,
(2), sixty days after the date of the meeting or written consent.
See that all notices are duly given in accordance with the provisions of these bylaws or as required by law.
Be custodian of the records and of the seal of the Coalition and affix the seal, as authorized by law or the provisions of these bylaws, to duly executed documents of the Coalition.
Keep at the principal office of the Coalition a membership book containing the name and address of each and any members, and, in the case where any membership has been terminated, he or she shall record such fact in the membership book together with the date on which such membership ceased.
Exhibit at all reasonable times to any director of the Coalition, or to his or her agent or attorney, on request therefore, the bylaws, the membership book, and the minutes of the proceedings of the directors of the Coalition.
In general, perform all duties incident to the office of secretary and such other duties as may be required by law, by the articles of the National Coalition for Social and Political Reform, or by these bylaws, or which may be assigned to him or her from time to time by the board of directors.

Section 9: Duties of Treasurer
The treasurer shall:
Have charge and custody of, and be responsible for, all funds and securities of the Coalition, and deposit all such funds in the name of the Coalition in such banks, trust companies, or other depositories as shall be selected by the board of directors.
Receive, and give receipt for, monies due and payable to the Coalition from any source whatsoever.
Disburse, or cause to be disbursed, the funds of the Coalition as may be directed by the board of directors, taking proper vouchers for such disbursements.
Keep and maintain adequate and correct accounts of the Coalition's properties and business transactions, including accounts of its assets, liabilities, receipts, disbursements, gains, and losses.
Exhibit at all reasonable times the books of account and financial records to any director of the Coalition, or to his or her agent or attorney, on request from such.
Render to the president and directors, whenever requested, an account of any or all of his or her transactions as treasurer and of the financial condition of the Coalition.
Prepare, or cause to be prepared, and certify, or cause to be certified, the financial statements to be included in any required reports.
In general, perform all duties incident to the office of treasurer and such other duties as may be required by law, by the articles of the National Coalition for Social and Political Reform, or by these bylaws, or which may be assigned to him or her from time to time by the board of directors.

Section 10: Compensation
The salaries of the officers, if any, shall be fixed from time to time by resolution of the board of directors. In all cases, any salaries received by officers of this Coalition shall be reasonable and given in return for services actually rendered to or for the Coalition. All officer salaries shall be approved in advance in accordance with this Coalition's conflict of interest policy, as set forth in Article 9 of these bylaws.

Article 5: Committees
Section 1: Executive Committee
The board of directors may by a majority vote of its members, designate an Executive Committee consisting of three board members and may delegate to such committee the powers and authority of the board in the management of the business and affairs of the Coalition to the extent permitted, and, except as may otherwise be provided by law.
By a majority vote of its members, the board may at any time revoke or modify any or all of the executive committee authority so delegated, increase or decrease but not below two (2) the number of members of the executive committee, and fill vacancies on the Executive Committee from within members of the board. The executive committee shall keep regular minutes of its proceedings, cause them to be filed with the corporate records, and report the same to the board from time to time as the board may require.

Section 2: Other Committees
The Coalition shall have such other committees as may from time to time be designated by resolution of the board of directors. These committees may consist of persons who are not also members of the board and shall act strictly in an advisory capacity to the board.

Section 3: Meetings and Action of Committees
Meetings and action of committees shall be governed by, noticed, held, and taken in accordance with the provisions of amendments to the schedules of these bylaws. If any changes in the context of bylaw provisions are necessary to be substituted, the committee and its members for the board of directors; except at the time for regular and special meetings of board of directors, may fix by resolution of the board of directors such needed change. The board of directors may also adopt rules and regulations pertaining to the conduct of meetings of committees to the extent that such rules and regulations are consistent with the provisions of these bylaws.

Article 6: Execution of Instruments, Deposits, and Funds
Section 1: Execution of Instruments
The board of directors, except as otherwise provided in these bylaws, may by resolution authorize any officer of the Coalition to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Coalition, and such authority may be general or confined to specific instances. Unless so authorized, no officer, agent, or employee shall have any power or authority to bind the Coalition by any contract or engagement, or to pledge its credit or to render it liable monetarily for any purpose or in any amount.

Section 2: Checks and Notes
Except as otherwise specifically determined by resolution of the board of directors, or as otherwise required by law, checks, drafts, promissory notes, orders for the payment of money, and other evidence of indebtedness of the Coalition shall be signed by the treasurer and countersigned by the president of the Coalition.

Section 3: Deposits
All funds of the Coalition shall be deposited from time to time to the credit of the Coalition in such banks, trust companies, or other depositories as the board of directors may select, provided that such is in accordance with State and Federal Law.

Section 4: Gifts
The board of directors may accept on behalf of the Coalition any contribution, gift, bequest, or devise for the nonprofit purposes of this Coalition, but no member or group of members must benefit personally.

Article 7: Corporate Records, Reports, and Seal
Section 1: Maintenance of Corporate Records
The Coalition shall keep at its principal office:
a.    Minutes of all meetings of directors, committees of the board, and, if this Coalition has members, of all meetings of members, indicating the time and place of holding such meetings, whether regular or special, how called, the notice given, and the names of those present and the proceedings thereof;
b.    Adequate and correct books and records of account, including accounts of its properties and business transactions and accounts of its assets, liabilities, receipts, disbursements, gains, and losses;
c.    A record of its members, indicating their names and addresses, and, if applicable, the class of membership held by each member and the termination date of such membership;
d.    A copy of the Coalition's articles of the National Coalition for Social and Political Reform, and bylaws as amended to date, which shall be open to inspection by the registered members of the Coalition at all reasonable times during office hours or as otherwise required by law.

Section 2: Corporate Seal
The board of directors may adopt, use, and at will alter, a corporate seal. Such seal shall be kept at the principal office of the Coalition. Failure to affix the seal to corporate instruments, however, shall not necessarily affect the validity of any such instrument.

Section 3: Directors' Inspection Rights
Every director shall have the absolute right at any reasonable time to inspect and copy all books, records, and documents of any kind and to inspect the physical properties of the Coalition. He/She shall have such other rights to inspect the books, records, and properties of this Coalition as may be required under the articles of the National Coalition for Social and Political Reform, other provisions of these bylaws, or provisions of State and Federal law.

Section 4: Members' Inspection Rights
If this Coalition has registered members, then any registered member shall have the following inspection rights, for a purpose reasonably related to such person's interest as a registered member:
a.    To inspect and copy the record of all members' names, addresses, and voting rights, at reasonable times, upon written demand on the secretary of the Coalition, which demand shall state the purpose for which the inspection rights are requested.
b.    To obtain from the secretary of the Coalition, upon written demand, and with payment of a reasonable charge to the secretary of the Coalition for a list of the names, addresses, and voting rights of the members entitled to vote for the election of directors for the date specified by the member subsequent to the date of demand. The demand shall state the purpose for which the list is requested. The membership list shall be made available within a reasonable time after the demand is received by the secretary of the Coalition, or reasonably after the date specified therein.
c.    To inspect at any reasonable time the books, records, or minutes of proceedings of the members or of the board or any committees of the board, upon written demand on the secretary of the Coalition by the member, for a purpose reasonably related to such person's interests as a registered member.
Registered Members shall have such other rights to inspect the books, records, and properties of this Coalition as may be required under the articles of the National Coalition for Social and Political Reform, other provisions of these bylaws, and provisions of State and Federal law.

Section 5: Right to Copy and Make Extracts
Any inspection under the provisions of this article may be made in person or by attorney and the right to inspection shall include the right to copy and make extracts.

Section 6: Periodic Report
The board shall cause any annual or periodic report required under law to be prepared and delivered to an office of this state or to the members, if any, of this Coalition, to be so prepared and delivered within the time limits set by law.

Article 8: Intent to Operate under IRC 501(c)(3) Tax Exemption Provisions
Section 1: Limitations on Activities
The National Coalition for Social and Political Reform is an organization that carries on activism activities in the general interest of public welfare regarding public safety, crime prevention, legislative and judicial reforms, health, education and ethics reforms through community activism, and offers advisory and training services to all interested citizens, equally. Membership in the organization is open to any interested person or enterprise in the community and the benefits of its activities shall be extended to both members and nonmembers on equal terms. The National Coalition also processes citizen complaints concerning unconstitutional legislation and provides advisory and education services to interested activists, meets with the parties involved to encourage resolution of the problem and recommends a viable solution. If the proposed solution is not accepted, we advise the complaining party(s) about appropriate judicial or administrative bodies that may be used to resolve the disputes, or how to engage in community activism properly to assure the issue is properly addressed. The National Coalition shall not discriminate based on age, race, color, culture, sexual orientation, political interests or past convictions, provided that no unlawful activities are either promoted, proposed or engaged in.

Section 2: Prohibition against Private Inurnment
No part of the net earnings of this Coalition shall inure to the benefit of, or be distributable to its members, directors or trustees, officers, or other private persons, except that the Coalition shall be authorized and is empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the mission of this Coalition.

Section 3: Distribution of Assets
Upon dissolution of this Coalition any assets remaining after payment of all debts and liabilities of shall be distributed for one or more tax-exempt purposes within the meaning of Section 501(c)(4) or (c)(3) of the Internal Revenue Code, or, shall be distributed to the federal government or to a state or local Government for a public purpose. Such distribution shall be made in accordance with all applicable laws of the United States and Commonwealth of Massachusetts.

Section 4: Requirements and Restrictions
In any taxable year in which this Coalition is a private foundation as described in Section 509(a) of the Internal Revenue Code, the Coalition shall:
1) Distribute its income for said period at such time and manner as not to subject it to tax under Section 4942 of the Internal Revenue Code,
2) Not engage in any act of self-dealing as defined in Section 4941(d) of the Internal Revenue Code;
3) Not retain any excess business holdings as defined in Section 4943(c) of the Internal Revenue Code; 4) shall not make any investments in such manner as to subject the Coalition to tax under Section 4944 of the Internal Revenue Code; and 5) shall not make any taxable expenditures as defined in Section 4945(d) of the Internal Revenue Code.

Article 9: Conflict of Interest and Compensation Approval Policies
Section 1: Purpose of Conflict of Interest Policy
This policy is intended to protect the Coalitions interests whenever contemplating entering into an agreement that may benefit the private interest of an officer, director, or any "disqualified person" as defined in  4958(f)(1) of the Internal Revenue Code and may result in a "excess benefit transaction" as defined in  4958(c)(1)(A) of the Internal Revenue Code. This policy is intended to supplement but not replace any applicable state and federal laws governing conflict of interest applicable to nonprofit and charitable organizations.
Section 2: Definitions
a.     Interested Person: Is defined as a director, principal officer or a member of a committee with board delegated powers, or any person who is a "disqualified person" as defined in Section 4958(f)(1) of the Internal Revenue Code and, as amplified by Section 53.4958-3 of the IRS Regulations, who has a direct or indirect financial interest as defined below:
b.     Financial Interest: A person has a financial interest if the person has, directly or indirectly, through business, investment, or family:
1.    An ownership or investment interest in any entity with which the Coalition has a transaction or arrangement,
2.    A compensation arrangement with the Coalition or with any entity or individual with which the Coalition has a transaction or arrangement, or
3.    A potential ownership or investment interest in; or compensation arrangement with, any entity or individual with which the Coalition is negotiating a transaction or arrangement.
Compensation includes direct and indirect remuneration as well as gifts or favors that are substantial. A financial interest is not necessarily a conflict of interest. Under Section 3, paragraph B, a person who has a financial interest may have a conflict of interest only if the appropriate governing board or committee decides that a conflict of interest exists.
Section 3: Conflict of Interest Avoidance Procedures
a.     Duty to Disclose: In connection with any actual or possible conflict of interest an interested person must disclose the existence of the financial interest, and be given the opportunity to disclose all material facts to the directors and members of committees with governing board delegated powers, considering the proposed transaction or arrangement.
b.     Determining Whether a Conflict of Interest Exists: After disclosure of the financial interest and all material facts, and after any discussion with the interested person, he/she shall leave the governing board or committee meeting while the determination of a conflict of interest is discussed and voted upon. The remaining board or committee members shall decide if a conflict of interest exists.
c.     Procedures for Addressing the Conflict of Interest: An interested person may make a presentation at the governing board or committee meeting, but after the presentation, he/she shall leave the meeting during the discussion of, and the vote on, the transaction or arrangement involving the possible conflict of interest.
The chairperson of the governing board or committee shall; if appropriate, appoint a disinterested person or committee to investigate alternatives to the proposed transaction or arrangement.
After exercising due diligence, the governing board or committee shall determine whether the Coalition can obtain, with reasonable efforts, a more advantageous transaction or arrangement from a person or entity that would not give rise to a conflict of interest.
If a more advantageous transaction or arrangement is not reasonably possible under circumstances not producing a conflict of interest, the governing board or committee shall determine by a majority vote of the disinterested directors whether the transaction or arrangement is in the Coalition's best interest, for its own benefit, and whether it is fair and reasonable. In conformity with the above determination, it shall make its decision as to whether to enter into the transaction or arrangement.
d.     Violations of the Conflicts of Interest Policy: If the governing board or committee has reasonable cause to believe a member has failed to disclose actual or possible conflicts of interest, it shall inform the member of the basis for such belief and afford the member an opportunity to explain the alleged failure to disclose.
If, after hearing the member's response and after making further investigation as warranted by the circumstances, the governing board or committee determines the member has failed to disclose an actual or possible conflict of interest, it shall take appropriate disciplinary and corrective action.
Section 4: Records of Board and Board Committee Proceedings
The minutes of meetings of the governing board, and all committees with board delegated powers, shall contain:
a.    The names of the person(s) who disclosed or otherwise were determined to have a financial interest in connection with a possible conflict of interest, the nature of the financial interest, any action taken to determine whether a conflict of interest was present, and the governing board's or committee's decision as to whether a conflict of interest in fact existed.
b.    The names of the persons who were present for discussions and votes relating to the transaction or arrangement, the content of the discussion, including any alternatives to the proposed transaction or arrangement, and a record of any votes taken in connection with the proceedings.
Section 5: Compensation Approval Policies
A voting member of the governing board who receives compensation, directly or indirectly, from the Coalition for services is precluded from voting on matters pertaining to that member's compensation.
A voting member of any committee whose jurisdiction includes compensation matters and who receives compensation, directly or indirectly, from the Coalition for services is precluded from voting on matters pertaining to that member's compensation.
No voting member of the governing board or any committee whose jurisdiction includes compensation matters and who receives compensation, directly or indirectly, from the Coalition, either individually or collectively, is prohibited from providing information to any committee regarding compensation.
Whenever approving compensation for directors, officers, employees, or any other compensation contract or arrangement, the board or a duly constituted compensation committee of the board shall also comply with the following additional requirements and procedures:
a.   All terms of compensation must be reviewed and approved by the board of directors prior to any payments made,
b.  No board member approving compensation arrangements shall a conflict of interest with respect to the compensation arrangement as specified in IRS Regulation Section 53.4958-6(c)(iii). This generally requires that each board member or committee member approving a compensation arrangement between this organization and a "disqualified person" (as defined in Section 4958(f)(1)) of the Internal Revenue Code and as amplified by Section 53.4958-3 of the IRS Regulations):
1.    Is not the person subject of the compensation arrangement, or a family member of said person,
2.    Is not in an employment relationship subject to the direction or control of the person who is the subject of the compensation arrangement,
3.    Does not receive compensation or other payments subject to approval by the person who is the subject of the compensation arrangement,
4.    Has no material financial interest affected by the compensation arrangement; and
5.    Does not approve a transaction providing economic benefits to the person subject of the arrangement, or who in turn has approved, or will approve, a transaction providing benefits to the board or committee member.
c.    The board or compensation committee shall obtain and rely upon appropriate data as to comparability before approving the terms of compensation. Appropriate data may include the following:
1.    Compensation levels paid by similarly situated organizations, both taxable and tax-exempt, for functionally comparable positions. "Similarly situated" organizations are those of a similar size, or purpose, and with similar resources,
2.    The availability of similar services in the geographic area of this organization,
3.    Current compensation surveys compiled by independent firms,
4.    Actual written offers from similar institutions competing for the services of the person subject of the compensation arrangement.
If the Coalitions average annual gross receipts for its three prior tax years of less than $1 million dollars; if allowed by IRS Regulation 4958-6, the Board, if it obtains and relies upon data on compensation paid by three comparable organizations in the same or similar communities for similar services.
d.    The terms of compensation and the basis for approval must be recorded in written minutes of the meeting of the board or compensation committee that approved the compensation. Such documentation shall include:
1.    The terms of the compensation arrangement, and the date approved,
2.    The members of the board or compensation committee who were present during debate on the transaction, those who voted on it, and the votes cast by each board or committee member,
3.    Any comparability data obtained and relied upon and how and where the data were obtained,
4.    If the board or compensation committee determines that reasonable compensation for a specific position in this organization or for providing services under any other compensation arrangement with this organization is higher or lower than the range of comparability data obtained, the board or committee shall record in the minutes of the meeting the basis for its determination;
5.     If the board makes adjustment to comparability data, due to geographic area or other specific conditions, these adjustments and the reasons for them shall be recorded in the minutes of the board or committee meeting;
6.    Any actions taken; with respect to determining if a board or committee member had a conflict of interest with respect to the compensation arrangement, and if so, the actions taken to make sure the member with the conflict of interest did not affect or participate in the approval of the transaction,
7.    The minutes of board or committee meetings at which compensation arrangements are approved must be prepared before the later of the date of the next board or committee meeting or 60 days after the final actions of the board or committee are taken with respect to the approval of the compensation arrangements. The minutes must be reviewed and approved by the board and committee as reasonable, accurate, and complete within a reasonable period thereafter, normally prior to or at the next board or committee meeting following final action on the arrangement by the board or committee.
Section 6: Annual Statements
Each director, principal officer, and member of a committee with governing Board delegated powers shall annually sign a statement, which affirms such person,
a.    Has received a copy of the conflicts of interest policy,
b.    Has also read and understands the policy,
c.    Has agreed to comply with the policy, and,
d.    Understands that the Coalition is charitable and in order to maintain federal tax exemption it must engage primarily in activities, which accomplish one or more of its tax-exempt purposes.
Section 7: Periodic Reviews
To ensure the Coalition operates in a manner consistent with charitable purposes and does not engage in activities that could jeopardize its tax-exempt status, periodic reviews shall be conducted. The periodic reviews shall, at a minimum include the following subjects:
a.    Whether or not any compensation arrangements are permissible based on a competent survey and the result of arm's-length bargaining.
b.    Whether partnerships, joint ventures, and arrangements with management organizations conform to the Coalition's written policies, are properly recorded, reflect reasonable investment or payments for goods and services, further charitable purposes, and do not result in inurnment, impermissible private benefit, or in an excess benefit transaction.
Section 8: Use of Outside Experts
When conducting the periodic reviews as provided for in Section 7, the Coalition may, but need not, use outside advisors. If outside experts are used, their use shall not relieve the governing board of its responsibility for ensuring periodic reviews.

Article 10: Amendment of the Bylaws
Section 1: Amendment
Subject to the power of the members, if any, of this Coalition to adopt, amend, or repeal the bylaws of this Coalition and except as may otherwise be specified under provisions of law, these bylaws, or any of directors.

Article 11: Construction and Terms
If there is any conflict between the provisions of these bylaws and the articles of the National Coalition for Social and Political Reform, the provisions of the articles of the Coalition shall govern. Should any of the provisions or portions of these bylaws be held unenforceable or invalid for any reason, the remaining provisions and portions of these bylaws shall be unaffected by such holding.
All references in these bylaws to the articles of the National Coalition for Social and Political Reform, shall be to the articles of incorporation for this Coalition, articles of organization, certificates, organizational charter, corporate charter or other founding documents, filed with the Secretary of State for the Commonwealth of Massachusetts and used to establish the legal existence of this Coalition. All references in these bylaws to a section or sections of the Internal Revenue Code shall be to such sections of the Internal Revenue Code of 1986 as amended from time to time, or to corresponding provisions of any future federal tax code.

Membership Provisions for the Bylaws of the National Coalition
Article 12: Members
Section 1: Determination and Rights of Members
The Coalition shall have only one class of members. No member shall hold more than one membership in the Coalition. Except as expressly provided in or authorized by the articles of the National Coalition for Social and Political Reform, the bylaws of this Coalition, or provisions of law, all memberships shall have the same rights, privileges, restrictions, and conditions.

Section 2: Qualifications of Members
The qualifications for membership in this Coalition are as follows: _______________________.

Section 3: Admission of Members
Applicants become members after a careful review and approval by the board.

Section 4: Fees and Dues
(a) The following fee shall be charged for making application for membership in the National Coalition for Social and Political Reform: __________.
(b) The annual dues payable to the Coalition by members shall be $10.00 (ten dollars).

Section 5: Number of Members
There will be no limit to the number of members the National Coalition for Social and Political Reform may accept.

Section 6: Membership Book
The National Coalition shall keep a confidential membership book containing the name and address of each member. The members a book will remain confidential and kept at the National Coalition's principal office.

Section 7:  Non-liability of Members
A member of this Coalition is not, as such, personally liable for the debts, liabilities, or obligations of the Coalition.

Section 8: Non-transferability of Memberships
No member may transfer a membership or any right arising there-from. All rights of membership cease upon the member's death.

Section 9: Termination of Membership
The membership of a member shall terminate upon the occurrence of any of the following events:
1.    Upon his or her notice of such termination delivered to the president or secretary of the Coalition personally or by mail, such membership to terminate upon the date of delivery of the notice or date of deposit in the mail.
2.    If this Coalition has provided for the payment of dues by members, upon a failure to renew his or her membership by paying dues on or before their due date, such termination to be effective thirty (30) days after a written notification of delinquency is given personally or mailed to such member by the secretary of the Coalition. A member may avoid such termination by paying the amount of delinquent dues within a thirty-day period following the member's receipt of the written notification of delinquency.
3.    After providing the member with reasonable written notice of an opportunity to defend either orally or in writing, and after review, a determination by the board that the member has engaged in conduct materially and seriously prejudicial to the interests or purposes of this Coalition the membership can be terminated. Any person expelled from the Coalition shall receive a refund of dues already paid for the current dues period.
All rights and privileges of a member in the Coalition shall cease upon termination of membership as herein provided.

Article 13: Meetings of Members
Section 1: Place of Meetings
Meetings of members may be held at the principal office of the Coalition or at such other place or places as may be designated from time to time by resolution of the board of directors.

Section 2: Regular Meetings
A regular meeting of members may be held on __________, at __________ _M., for the purpose of electing directors and transacting other business as may come before the meeting. The candidates receiving the highest number of votes up to the number of directors needed shall be elected. Each voting member shall cast one vote, with voting being by ballot only. The annual meeting of members for electing directors shall be deemed a regular meeting.
Other regular meetings of the members shall be held on __________, at __________ _M.
If the day fixed for a regular meeting falls on a legal holiday, such meeting shall be held at the same hour and place on the next business day.

Section 3: Special Meetings of Members
Special meetings of the members shall be called by the board of directors, the chairperson of the board, or the president of the Coalition, or, if different, by the persons specifically authorized under the laws of this state to call special meetings of the members.

Section 4: Notice of Meetings
Unless otherwise specified, notice of a meeting stating the place, day, time and purpose for the meeting shall be delivered not less than ten (10) days nor more than fifty (50) days before the date of the meeting, either personally or by mail to each member entitled to vote. If mailed, notice is deemed delivered when deposited in the United States mail addressed to the member at his or her address as it appears on the records of the National Coalition, with postage prepaid. Personal notification includes notification by telephone or by facsimile machine, provided however, in the case of facsimile notification, the member to be contacted shall acknowledge personal receipt of the facsimile notice by a return message or telephone call within twenty-four hours of the first facsimile transmission.
The notice of any meeting of members at which directors are to be elected shall also state the names of all those who are nominees or candidates for election to the board at the time notice is given.
Whenever notice of a meeting is required to be given to any member of this Coalition, under provisions of the articles of incorporation, these bylaws, or the law of this state, a waiver of notice in writing signed by the member, whether before or after the time of the meeting, shall be equivalent to the giving of such notice.

Section 5: Quorum for Meetings
A quorum shall consist of seventy-five percent of the voting members of the Coalition.
Except as otherwise provided under the articles of the National Coalition for Social and Political Reform, these bylaws, or provisions of law, no business shall be considered by the members at any meeting at which the required quorum is not present, and the only motion which the Chair shall entertain at such meeting is a motion to adjourn.

Section 6: Majority Action as Membership Action
Every act or decision done or made by a majority of voting members present in person or by proxy at a duly held meeting at which a quorum is present is the act of the members, unless the articles of the National Coalition for Social and Political Reform, these bylaws, or provisions of law require a greater number.

Section 7: Voting Rights
Each member is entitled to one vote on each matter submitted to a vote by the members. Voting at duly held meetings shall be by voice vote. Election of Directors, however, shall be by written ballot.

Section 8: Action by Written Ballot
Except as otherwise provided under the articles of the National Coalition for Social and Political Reform, these bylaws, or provisions of law, any action which may be taken at any regular or special meeting of members may be taken without a meeting if the Coalition distributes a written ballot to each member entitled to vote on the matter. The ballot shall:
1.    Set forth the proposed action,
2.    Provide an opportunity to specify approval or disapproval of each proposal,
3.    Indicate the number of responses needed to meet the quorum requirement and, except for ballots soliciting votes for the election of directors, state the percentage of approvals necessary to pass the measure submitted, and,
4.    Shall specify the date by which the ballot must be received by the Coalition in order to be counted. The date set shall afford members a reasonable time within which to return the ballots to the Coalition.
Ballots shall be mailed or delivered in the manner required for giving notice of membership meetings as specified in these bylaws.
Approval of action by written ballot shall be valid only when the number of votes cast by ballot within the time period specified equals or exceeds the quorum required to be present for authorizing the action and the number of approvals equals or exceeds the number of votes required to approve the action.
Directors may be elected by written ballot. Such ballots for the election of directors shall list the persons nominated at the time the ballots are mailed or delivered.

Section 9: Conduct of Meetings
All meetings of the members shall be presided over by the chairman of the board, or in his or her absence by the vice president of the Coalition, or in the absence of these persons, by a chairperson chosen by a majority of voting members present at the meeting. The secretary of the Coalition shall act as secretary of all meetings of members, if in his or her absence, the presiding officer shall appoint another person to act as secretary of the meeting.
Meetings shall be governed by __________, as such rules may be revised from time to time, insofar as such rules are not inconsistent with or in conflict with the articles of the National Coalition for Social and Political Reform, these bylaws, or with provisions of law.

Adoption of Bylaws
We, the undersigned, are all of the initial directors or incorporators of this National Coalition, and we consent to, and hereby do, adopt the foregoing bylaws, consisting of ____ preceding pages as the bylaws of this Coalition.

Dated: _____________________

________________________________________________________________
President

________________________________________________________________
Treasurer

________________________________________________________________
Secretary