NON- PROFIT CORPORATE BYLAWS

 

ARTICLE I

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NAME

 

1.01 Name

 

The name of this corporation shall be Love Is An Art Org. The business of the corporation may be conducted as Love Is An Art Org, or Love Is An | ART | Organization.

 

1.02  Principal

 

Office Love Is An | ART | Organization is based in Atlanta, Georgia in the United States of America, and operates on missions locally in the metro Atlanta area, Rhode Island, Massachusetts, and all ten islands of Cabo Verde. More locations are intended to be added as the organization progresses.

 

ARTICLE II

 

PURPOSE AND POWERS

 

2.01 Purpose

 

Love Is An Art Organization, is a non-profit corporation and shall be operated exclusively for educational and charitable purposes within the meaning of section 501 (c ) (3) of the Internal Revenue Code of 1986, or the corresponding section of any future Federal tax code. Love Is An Art’s purpose is to inspire change, educate to promote a sense of self, educational advancement, quality of living, and control of destiny. We provide education through travel missions, lectures, visitations, and special events in orphanages, schools, art museums, and other public venues as well as utilizing social media channels and the corporation’s website to provide facts, statistics, mission updates, and other related data on causes, current efforts and solutions to eradicating the circumstances of poverty at all levels. In addition, providing a direct impact response with global partners is a crucial means in which we contribute and build relationship bring support to the highlighted causes. All resources and / or supplies are direct released from Love Is An Art Organization to those individuals or organizations in urgent need of the support for stability. To maximize our impact on current efforts locally and globally, we may seek to collaborate with other non-profit organizations which fall under the 501 (c)(3) section of the internal revenue code and are operated exclusively for educational and charitable purposes. Annually, per the project need, we may provide internships or volunteer opportunities, which shall provide opportunities for involvement in said activities and programs to promote a larger direct impact initiative.

 

2.02 Powers

 

The corporation shall have the power, directly or indirectly, alone or in conjunction or cooperation with others, to do any and all lawful acts which may be necessary or convenient to affect the charitable purpose, for which the is organized, and to aide or assist other organizations or persons whose activities further accomplish, foster, or attain such purposes. The powers of the corporation may include, but not be limited to, the acceptance of contributions from the public and private sectors, whether financial or in-kind contributions.  

 

2.03 Nonprofit Status and Exempt Activities Limitation.

 

(a) Nonprofit Legal Status. Love Is An Art Organization is a Georgia non-profit public benefit corporation, recognized as tax exempt under Section 501(c)(3) of the United States Internal Revenue Services.

(b) Exempt Activities Limitation.  Not withstanding any other provisions of these Bylaws, no director, officer, employee, member or representative of this corporation shall take any action or carry on any activity by or on the behave of the corporation not permitted to be taken or carried on by an organization exempt under Section 501 (c)(3) of the Internal Revenue Code as it now exists or may be amended, or by any organization contributions to which are deductible to any director, officer, member, or other private person, except that the corporation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth in the Articles of Incorporation and these Bylaws.

(c) Distribution Upon Dissolution. Upon termination or dissolution of the Love Is An Art Org., any assets lawfully available for distribution shall be distributed to one (1) or more qualifying organizations described in Section 501 (c) (3) of the 1986 Internal Revenue Code (or described in any corresponding provision of any successor statute) which organization or organizations have a charitable purpose which, at least generally, includes a purpose similar to the terminating or dissolving corporation.

 

The organization to receive the assets of the assets of the Love Is An Art Org., hereunder shall be selected in the discretion of a majority of the managing body of the corporation, and if its members cannot so agree, then the receipt organization shall be selected pursuant to a verified petition in equity filed in a court of proper jurisdiction against the Love Is An Art Org., by one (1) or more of its managing body which verified petition shall contain such statements as reasonably indicate the applicability of this section. The court upon a finding that this section is applicable shall select the qualifying organization or organizations to receive the assets to be distributed, giving preference if practicable to organizations located within the State of Georgia.

 

In the event that the court shall find this section is applicable but that there is no qualifying organization known to it which has a charitable purpose, which, at least generally includes a purpose similar to the Love Is An Art Org. , then the court shall direct the distribution of it’s assets lawfully available for distribution to the Treasurer of the State of Georgia to be added to the general fund.  

 

 

ARTICLE III

 

MEMBERSHIP

 

3.01 No Membership Classes

 

The corporation shall have no member who have any right to vote or title or interest in or to the corporation, its properties and franchises.

 

3.02 Non-Voting Affiliates

 

The board of directors may approve classes for non-voting affiliates with rights, privileges, travel requirements, and obligations established by board. Affiliates may be individuals, businesses, and other organizations that seek to support the mission of the corporation. The board, a designated committee of the board, or any duly elected officer in accordance with the board policy, shall have authority to admit any individual or organization as an affiliate, to recognize representatives of affiliates, and to make determinations as to affiliates’ rights, privileges, and obligations. At no time shall affiliate information be shared with or sold to other organizations or groups without affiliate’s consent. At the discretion of the board of directors, affiliates may be given endorsement, recognition, and media coverage at fundraising activities, clinics, other events, or at the corporation website. Affiliates have no voting rights, and are not members of the corporation.

 

3.03 Dues

 

Any dues for affiliates shall be determined by the board of directors.

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ARTICLE IV

 

BOARD OF DIRECTORS

 

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4.01 Number of Directors

 

Love Is An Art Org., shall have a board of directors consisting of at least 3 and no more 15 directors. Within these limits, the board may increase or decrease the number of directors serving on the board, including for the purpose of staggering the terms of directors.

 

4.02 Powers

 

All corporate powers shall be exercised by or under the authority of the board and the affairs of the Love Is An Art Org. Shall be managed under the direction of the board, except as otherwise provided by law.

 

4.03 Terms

 

(a) All directors shall be elected to serve a one –year term, however the term  may be extended until a successor has been elected.

(b) Director terms shall be staggered so that approximately half the number of directors will end their terms in any given year.

(c) Directors may serve terms in succession.

(d) The term of office shall be considered to begin January 1 and end December 31 of the second year in office, unless the term is extended until such time as a successor has been elected.

 

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4.04 Qualifications and Election of Directors

 

In order to be eligible to serve as a director on the board of directors, the individual must be 18 years of age and an affiliate within affiliate classifications created by the board of directors. Directors may be elected at any board meeting by the majority vote of the existing board of directors. The election of directors to replace those who have fulfilled their term of office shall take place in January of each year.

 

4.05 Vacancies  

 

The board of directors may fill vacancies due to the expiration of director’s term of office, resignation, death, or removal of a director or may appoint new directors to fill a previously unfilled board position, subject to the maximum number of directors under these Bylaws.

 

(a) Unexpected Vacancies. Vacancies in the board of directors due to resignation, death, or removal shall be filled by the board for the balance of the term of director being replaced. 4.06 Removal Of Directors A director may be removed by two –thirds (?) vote of the board of directors then in office, if: (a) the director is absent and unexcused from two or more meetings of the board of directors in a twelve month period. The board president is empowered to excuse directors from attendance for a reason deemed adequate by the board project. The president shall not have the power to excuse him/ herself from the board meeting attendance and in that case, the board vice president shall excuse the president. Or:

(b) for cause or no cause, if before any meeting of the board at which a vote on removal will be made the director in question is given electronic or written notification of the board’s intention to discuss her/ his case and is given the opportunity to be heard at a meeting of the board.

 

4.07 Board of Directors Meeting.

 

(a) Regular Meetings. The board of directors shall have a minimum of four (4) regular meetings each calendar year at time and places fixed by the board. Board meetings shall be held upon four (4) days notice by first-class mail, electronic mail, or facsimile transmissions or forty-eight (48) hours notice delivered personally or by telephone. If sent by mail, facsimile transmission, or electronic mail, the notice shall be deemed to be delivered upon its deposit in the mail or transmission system. Notice of meetings shall specify the place, day, and hour of meeting. The purpose of meeting need not be specified.

(b) Special Meetings.  Special meetings of the board may be called by the president, vice president, secretary, treasurer, or any two (2) other directors of the board of directors. A special meeting must be preceded by at least 2 days notice to each director of the date, day, and hour of meeting. The purpose of the meeting need not be specified.

(c) Waiver of Notice. Any director may waive notice of any meeting, in accordance with Georgia law.

 

 

4.08 Manner of Acting

 

(a) Quorum. A majority of the directors in the office immediately before a meeting shall constitute a quorum from the transaction of business at that meeting of the board. No business shall be considered by the board at any meeting at which a quorum is not present.

(b) Majority Vote. Exempt as otherwise required by law or by the articles of incorporation, the act of the majority of the directors present at a meeting at which a quorum is present shall be the act of the board.

(c) Hung Board Decisions. On the occasion that directors of the board are unable to make a decision based on a tied number of votes, the president or treasurer in the order of presence shall have the power to swing the vote based on his/ her discretion.

(d) Participation. Except as requires otherwise by law, the Articles of Incorporation, or these Bylaws, directions may participate in a regular or special meeting through the use of any means of communication by which all directors participating may simultaneously hear each other during the meeting, including in person, internet video meeting or by telephonic conference call.

 

4.09 Compensation for Board Service

 

Directors are not restricted from being remunerated from professional services provided to the corporation. Such remuneration shall be reasonable and fair to the corporation and must be reviewed and approved with the board Conflict of Interest policy and state law.  

 

4.10 Compensation for Professional Services by Directors

 

Directors are not restricted from being remunerated for professional services provided to the corporation. Such remuneration shall be reasonable and fair to the corporation and must be reviewed and approved in accordance with the board Conflict of Interest policy and state law.

 

 

ARTICLE V

 

COMMITTEES

 

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5.09 Committees

 

The board of directors may, by the resolution adopted by a majority of the director then in office, designate one or more committees, each consisting of two or more directors, to serve at the pleasure of the board. Any committee, to the extent provided in the board, shall have all the authority of the board, except that no committee , regardless of board resolution, may:

 

(a) take any final action on matters which also requires board members’ approval or approval of a majority of all members;

(b) fill vacancies on the board of directors of in any committee which has the authority of the board;

(c) amen or repeal Bylaws or adopt new Bylaws;

(d) amend or repeal any resolution of the board of directors which by its express terms is not so amendable or repealable;

(e) appoint any other committees of the board or directors of the members of these committees;

(f) expend corporate funds to support a nominee for director; or

(g) approve any transaction;

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(i) to which the corporation is a party and one or more directors have a  material financial interest; or

(ii) between the corporation and one or more of its directors or between the   corporation or any person in which one or more of its directors have a material financial interest.

 

 

5.2 Meetings and Action of Committees

 

Meetings and action of the committees shall be governed by and held and taken in accordance with, the provisions of Articles IV of these Bylaws concerning meeting of the directors, with such changes in the context of those Bylaws as are necessary to substitute the committees and its members for the board of direction and its members, except that the time for regular meeting of committees may be determined either by resolution of the board of directors or by resolution of the committee. Special meetings of the committee may also be called by resolution of the board of directors. Notice of special meeting of committees shall also be given to any and all alternate members, who shall have the right to attend all meetings of the committee. Minutes shall be kept of each meeting of any committed and shall be filed with the corporate records. The board of directors may adopt rules for the governing of the committee not inconsistent with the provision of these Bylaws.

 

5.3 Informal Action By The Board of Directors

 

Any action required or permitted to be taken by the board of directors at a meeting may be taken without a meeting if consent in writing, setting forth the action so taken, shall be agreed by the consensus of a quorum. For purposes of this section an e-mail transmission from an e-mail address on record constitutes a valid writing. The intent of this provision is to allow the board of directors to use email to approve actions, as long as a quorum of board members gives consent.

 

ARTICLE VI

 

OFFICERS

 

6.01 Board Officers

 

The officers of the corporation shall be a board president, vice-president, secretary, and treasurer, all of whom shall be chosen by, and serve at the pleasure of, the board of directors. Each board officer shall have the authority and shall perform the duties set forth in these Bylaws or by resolution of the board or by direction of an officer authorized by the board to prescribe the duties and authorities of other officers. The board may also appoint additional vice-presidents and such other officers as it deems expedient for the proper conduct of the business of the corporation, each of whom shall have such authority and shall perform such duties as the board of directors may determine. One person may hold two or more board offices, but no board officer may act in more than one capacity where action of two or more officers is required.

 

6.02 Term of Office

 

Each officer shall serve a one-year term of office and may continue to serve unlimited consecutive years contingent upon successful passing of bi- annual evaluation of performance. Each board officer’s term of office shall begin upon the adjournment of the board meeting at which elected and shall end upon the adjournment of the board meeting during which a successor is elected.

 

6.03 Removal and Resignation

 

The board of directors may remove an office at any time, with or without cause. Any officer may resign at any time by giving written notice to the cooperation without prejudice to the rights, if any, of the corporation under any contract to which the officer is a party. Any resignation shall take effect at the date of the receipt of the notice or at any later time specified in the notice, unless otherwise specified in the notice. The acceptance of the resignation shall not be necessary to make it effective.

 

6.04 Board President

 

The board president shall be the chief volunteer officer of the corporation. The board president shall lead the board of directors in performing its duties and responsibilities, including, if present, presiding at all meetings of the board of directors, and shall perform all other duties incident to the office or properly by thr board of directors.

 

6.05 Vice President

 

In the absence or disability of the board president, the ranking vice-president or vice-president designated by the board of directors shall perform the duties of the board president. When so acting, the vice-president shall have such other powers and perform such other duties prescribed for them by the board of directors or the board president. The vice-president shall normally accede to the office of the board president upon the completion of the board president’s term of office.

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6.06 Secretary

 

The secretary shall keep or cause to be kept a book of minutes of all meetings and actions of directors and committee of directors. The minutes of each meeting shall state the time and place that it was held and such other information as shall be necessary to determine the actions taken and whether the meeting was held in accordance with the law and these Bylaws. The secretary shall cause notice to be given of all meetings of directors and committees as required by the Bylaws. The secretary shall have such other powers and perform such other duties as may be prescribed by the board of directors or the board president. The secretary may appoint, with approval of the board, a director to assist in performance of all or part of the duties of the secretary.

 

6.07 Treasurer

 

The treasurer shall be the lead director for oversight of the financial condition and affairs of the corporation. The treasurer shall oversee and keep the board informed of the financial condition of the corporation and of audit or financial review results. In conjunction with other directors or officers, the treasurer shall oversee budget preparation and shall ensure that appropriate financial reports, including an account of major transactions and the financial condition of the corporation, are made available to the board of directors on a timely basis or as may be required by the board of directors or the board president. The treasurer may appoint, with approval of the board a qualified fiscal agent or member of the staff to assist in performance of all or part of the duties of the treasurer.

 

6.08 Non-Director Officers

 

The board of directors may designate additional officer positions of the corporation and may appoint and assign duties to other non-director officers of the corporation.

 

ARTICLE VII

 

CONTRACTS, CHECKS, LOANS, INDEMNIFICATION AND RELATED MATTERS

 

7.01 Contracts and Other Writings

 

Except as otherwise provided by resolution of the board or board policy, a; contracts, deeds, leases, mortgages, grants, and other agreements of the corporation shall be executed on its behalf by the treasurer or other persons to whom the corporation has delegated authority to execute such documents in accordance with policies approved by the board.

 

7.02 Checks, Drafts

 

All checks, drafts, and other orders for payment of money, notes, or other evidence of indebtedness issued in the name of the corporation, shall be signed by such officer or officers, agent or agents, of the corporation and in such manner as shall from time to time be determined by resolution of the board.

 

7.03 Deposits

 

All funds of the corporation not otherwise employed shall be deposited from time to time to the credit of the corporation in such banks, trust companies, or other depository as the board or designated committee of the board may select.

 

7.04 Loans

 

No loans shall be contracted on the behalf of the corporation and no evidence of indebtedness shall be issued in its name unless authorized by resolution of the board. Such authority may be general or confined to specific instances.

 

7.05 Indemnification

 

(a) Mandatory Indemnification. The corporation shall indemnify a director or former director, who was wholly successful, on the merits or otherwise, in the defense of any proceeding to which he or she is or was a director of the corporation against reasonable expenses incurred by him or her in connection with the proceedings.

(b) Permissible Indemnification.  The corporation shall indemnify a director or former director made a party to a proceeding because he or she is or was a director of the corporation, against liability incurred in the proceeding, if the determination to indemnify him or her has been made is the manner prescribed by the law and payment has been authorized in the manner prescribed by law.

(c) Advance For Expenses. Expenses incurred in defending a civil or criminal action, suit or proceeding may be paid by the corporation in advance of the final disposition of such action, suit or proceeding, as authorized by the board of directors in the specific case, upon receipt of

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(I) a written affirmation from the director, officer, employee or agent of his or her good faith belief that he or she is entitled to indemnification as authorized in the article, and

 

(II) an undertaking by or on behalf of the director, officer, employee or agent to replay such amount, unless it shall ultimately be determined that he or she is entitled to be indemnified by the corporation in these Bylaws.

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(d) Indemnification of Officers, Agents and Employees. An officer of the corporation who is not a director is entitled to mandatory indemnification under this article to the same extent as a director. The corporation may also indemnify and advance expenses to an employee or agent for the corporation who is not a director, consistent with Georgia Law and public policy, provided that such indemnification, and the scope of such indemnification, is set forth by the general or specific action of the board or by contract.

 

 

ARTCILE VII

 

MISCELLANEOUS

 

 

8.01 Books and Records

 

The corporation shall keep correct and complete books and records of account and shall keep minutes of the proceedings of all meeting of its board of directors, a record of all actions taken by board of directors without a meeting, and a record of all actions taken by committees of the board. In addition, the corporation shall keep a copy of the corporation’s Articles of Incorporation and Bylaws as amended to date.

 

8.02 Fiscal Year

 

The fiscal year of the corporation shall be from January 1 to Dec 31 of every year.

 

8.03 Conflict of Interest

 

The board shall adopt and periodically review a conflict of interest policy to protect the corporation’ s interest when it is contemplating any transaction or arrangement which may benefit and director, officer, employee, affiliate, or member of a committee with board- delegated powers.

 

8.04 Nondiscrimination Policy

 

The officers, directors, committee members, employees, and persons by this corporation shall be selected entirely on a nondiscriminatory basis with respect to age, sex, religion, national origin, and sexual discrimination. It is the policy of Love Is An Art Organization not to discriminate on the basis of race, creed, ancestry, marital status, gender, sexual orientation, age, physical disability, veteran’s status, political service or affiliation, color, religion, or national origin.

 

8.05 Bylaw Amendment

 

These Bylaws may be amended, altered, repealed, or restated by a vote of the majority of the board of directors then in office at a meeting of the Board, provided, however,

 

(a) that no amendment shall me made to these Bylaws which would cause the incorporations to cease to qualify as an exempt corporation under Section 501 (c)(3) of the Internal Revenue Code of 1986, or the corresponding section of any future Federal tax code; and,

(b) that an amendment does not affect the voting rights of directors. An amendment that does affect the voting rights of directors further requires ratification by a two-thirds (?) vote of quorum of directors at a Board meeting.

( c ) that all amendment s to be considered with the Articles of Incorporation.

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ARTICLE IX

 

COUNTERTERRORISM AND DUE DILIGENCE POLICY

 

In furtherance of its exemption by contributions to other organizations, domestic or foreign, Love Is An Art Organization shall stipulate how the funds will be used and shall require the receipt to provide the corporation with detailed records and financial proof on how the funds were utilized. Although adherence and compliance with the US Department of the Treasury’s publication the “ Voluntary Best Practice for US Based Charities” is not mandatory. Love Is An Art Organization willfully and voluntarily recognizes and puts to practice these guidelines and suggestions to reduce, develop, re-evaluate and strengthen a risk-based approach to guard against the threat of diversion of charitable funds or exploration of charitable activity by terrorist organizations and their support networks. Love is An Art Organization shall also comply and put into practice the federal guidelines, suggestions, laws, and limitation set forth by pre-existing U.S. legal requirements related to combating terrorist financing, which include, but are not limited to, various sanctions programs administered by the Office of Foreign Assets Control (OFAC) in regard to its foreign activities.

 

 

ARTICLE X

 

DOCUMENT RETENTION POLICY

 

10.01 Purpose

 

The purpose of this document retention policy is establishing standards for document integrity, retention, and destruction and promote the proper treatment of Love Is An Art Organization records.

 

10.02 Policy

 

Section 1. General Guidelines.

 

Records should not be kept if they are no longer needed for the operation of the business or required by law. Unnecessary records should be eliminated from the files. The cost of maintaining records is an expense which can grow unreasonably if good housekeeping is not performed. A mass of records makes it more difficult to find pertinent records. From time to time, Love Is An Organization may establish retention or destruction policies or schedules for specific categories of records in order to ensure legal compliance, and also to accomplish other objectives, such as preserving intellectual property and cost management.  Several categories of documents that warrant special consideration are identified below. While minimum retention periods are established, the retention of the documents primarily by the application of the general guidelines affecting document retention, as well as the exception for litigation relevant documents and any other pertinent factors.

 

Section 2. Exception for Litigation Relevant Documents.

 

Love Is An Art Organization expects all officers, directors, and employees too comply fully with any published records retention or destruction policies and schedules, provided that all officers , directors, and employees should note the following general exception to any stated destruction schedule: If you believe, or the Love Is An Art Organization informs you, that corporate records are relevant to litigation, or potential litigation ( i.e. a dispute that could result in litigation), then you must preserve those records until it is determined that the records are no longer needed. That exception supersedes any previously or subsequently established destruction schedule for those records.

 

Section 3. Minimum Retention Periods for Specific Categories

 

(a.)Corporate Documents. Corporate records include the corporations Articles of Incorporation, By-Laws and IRS Form 1023 and Application for Exemption. Corporate records should be retained permanently. IRS regulations require that the Form 1023 be available for public inspection upon request.

(b.)Tax Records. Tax records include, but may not be limited to, documents concerning payroll, expenses, proof of contributions made by donors, accounting procedures, and other document concerning the corporation revenues. Tax records should be retained for at least seven years from the date of filing the applicable return.

(c) Employment Records/ Personnel Records. State and federal statutes require the corporation to keep certain recruitment, employment, and personnel information. The corporation should also keep personnel files that reflect the performance reviews any complaints brought against the corporation or individual employee’s personnel file all final memoranda and correspondence reflecting performance reviews and actions taken by or against personnel. Employment applications should be retained for three years. Retirement and pension records should be kept permanently. Other employment and personnel records should be retained for seven years.  

(d) Board and Board Committee Materials. Meeting minutes should be retained in perpetuity in the corporation’s minute book. A clean copy of all other Board and Board Committee materials should be kept for no less than three years by the corporation.

(e) Press Releases/Public Filings. The corporation should retain permanent copies of all press releases and publicly filed documents under the theory that the corporation should have its own copy to test the accuracy of any document a member of the public can theoretically produce against the corporation.

(f) Legal Files. Legal counsel should be consulted to determine the retention period of particular documents, but legal documents should generally be maintained for a period of years.

(g) Marketing and Sales Documents. The corporation should keep final copies or marketing and sales documents for the sample period of time it keeps other corporate files, contracts, leases, licenses, and other legal documentation. These documents should be kept for at least years beyond the life of the agreement.

(h) Development/ Intellectual Property and Trade Secrets. Development documents are often subject to intellectual property for the same period of time it keeps other corporate files, generally three years. An exception to the three- year policy may be sales invoices, contracts, leases, licenses, and other legal documentation.

 

(i) derives independent economic value from the secretary of the information; and

 

(ii) has taken affirmative steps to keep the information confidential. The corporation should keep all document designated as containing trade secret Information for at least the life of the trade secret.

 

(i) Contracts. Final, execution copies of all contracts entered into by the corporation should be retained. The corporation should retain copies of the final copies for at least three years beyond the life of the agreement, and longer in the case of publicly filed contracts.

(j) Correspondence. Unless correspondence fail under another category listed everywhere in this policy, correspondence should generally be saved for two years.

(k) Banking and Accounting. Accounts payable ledgers and schedules should be kept for seven years. Bank reconciliations, bank statements, deposit slips and checks ( unless for important payments and purchases ) should be kept for three years. Any inventories of products, materials, and supplies and any invoices should be kept for seven years.

(l) Insurance. Expired insurance policies, insurance records, accident reports, claims, etc. should be kept permanently.

(m) Audit Records. External audit records should be kept permanently. Internal audit reports should be kept for three years.

 

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Section 4. Electronic Mail E-mail that needs to be saved should be either:

 

(i) printed in hard copy and kept in the appropriate file; or

 

(ii) downloaded to a computer file and kept electronically or on disk as a separate file. The retention period depends upon the subject matter of the e-mail, as covered elsewhere in this policy.  

 

 

ARTICLE VI

 

Transparency and Accountability Disclosure of Financial Information With The General Public

 

11.01 Purpose

 

By making full and accurate information about its mission, activities, finances, and government publicly available, Love Is An Art Organization practices and encourages transparency and accountability to the general public. This policy will:

 

(a) indicate which documents and materials produced by the corporation are presumptively open to staff and / or the public.

(b) indicate which document and materials produce by the corporation are presumptively closed to staff and/ or the public.  

(c) specify the procedures whereby the open/ closed status of documents and materials can be altered.            The details of this policy are as follows:

 

11.02 Financial and IRS documents (The form 1023 and the form 990) Love Is An Art Organization shall provide us its Internal Revenue forms 990, 990 T, 1023 and 5227, bylaws, conflict between of interest policy and financial; statements shall of interest policy and financial to the general public for inspection free on any charge.

 

11.03 Means and Conditions or Disclosure Love Is An Art Organization shall make  “widely available” the aforementioned document on it’s internet website: www. LoveIsAnArt. Org to be viewed and inspected by the general public.

 

(a) The documents shall be posted in a format that allows an individual using the internet to access, download, view and print them in a manner that exactly reproduces the image of the original document filed with the IRS (except information exempt for the public disclosure requirements, such a contributor list).

(b) The website shall clearly inform readers that the document is available and provide instructions for downloading it.

(c) Love Is An Art Organization shall inform anyone requesting the information. Documents shall not be posted in a format that would require special computer hardware and software (other than software readily available to the public free of charge).

(d) Love Is An Art Organization shall submit Form anyone requesting the information where the information can be found, including the web address. The information must be provided immediately for in-person and within 7 days for mailed request.

 

11.04 IRS Annual Information Returns (Form 990)

 

Love Is An Art shall submit the form 990 to its board of directors prior to the filing of the form 990. While neither the approval of the Form 990 or a review of the 990 is required under Federal law, the corporation’s form 990 shall be submitted to each member of the board of director’s via (hard copy or email ) at least 10 days before the form 990n is filed with the IRS.

 

11.05 Board

 

(a) All board deliberations shall be open to the public except where the board passes a motion to make any specific portion confidential.

(b) All board minutes shall be open to the public once accepted by the board, except where the board passes a motion to make any specific portion confidential.

(c) All papers and materials considered by the board shall be open to the public following the meeting at which they are considered, except where the board passes a motion to make any specific paper or material confidential.

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11.06 Staff Records

 

(a) All staff records shall be available for consultation by the staff member concerned or by their legal representatives.

(b) No staff records shall be made available to any person outside the corporation except the authorized governmental agencies.

(c) Within the corporation, staff records shall be made available only to those persons with managerial or personnel responsibilities for that staff member, except that

(d) Staff records shall be made available to the board when requested.

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11.07 Donor Records

 

(a) All donor records shall be available for consultation by the member and donors concerned or by their legal representatives.

(b) No donor records shall be made available to any other person outside the corporation except the authorized governmental agencies.

( c) Within the corporation, staff records shall be made available only to those persons with managerial or personnel responsibilities for that staff member, except that

(d) donor records shall be made available t the board when requested.

 

 

ARTICLE XII

 

CODES OF ETHIC AND WHISTLEBLOWER POLICY

 

12.01 Purpose

 

Love Is An Art Organization requires and encourages directors, officers, and employees to observe and practice high standard of business and personal ethics in the conduct of their duties and responsibility. The employees and representatives of the corporation must practice honesty and integrity in fulfilling their responsibilities and comply with all applicable laws and regulations that apply to the corporation and the underlying purpose of this policy is to support the corporation’s goal of legal compliance. The support of all corporate staff is necessary to achieving compliance with various laws and regulations.

 

12.02 Reporting Violations

 

If any director, officer, staff, or reasonably believes that some policy, practice, or activity of the Love Is An Art Organization is in violation of law, a written complaint must be filed by that person with the vice president or the board presidents.

 

12.03 Acting in Good Faith

 

Anyone filing a compliant concerning a violation or suspected violation of the Code must be acting in good faith and have reasonable grounds for believing the information disclosed indicates a violation of the Code. Any allegations that prove not to be false shall be viewed as a s serious disciplinary offense.

 

12.04 Retaliation

 

Said person is protected from retaliation on if she / he brings the alleged unlawful activity, policy, or practice to the attention of Love Is An Art Organization and provides the Love Is An Art Organization, with a reasonable opportunity to investigate and correct the alleges unlawful activity. The protection described below is only available to individuals that comply with this requirement. Love Is An  Art Organization, shall not retaliate against any director, officer, staff, or employee who in good faith, has made a protest or raised a compliant against some practice of Love Is An Art Organization or of another individual or entity with whom Love Is An Art Organization has a business relationship, on the basis of a reasonable belief that the practice is in violation of law, or a clear mandate of public policy. Love Is An Art shall not retaliate against any director, officer, staff, or employee who disclose to a supervisor or a public body, any activity, policy, or practice of Love Is An Art Organization, that the individual reasonably believes is in violation of a law, or a rule, or regulation mandated pursuant to law or is in violation of a clear mandate of public policy concerning the health, safety, welfare, or protection of the environment.

 

12.05 Confidentiality

 

Violations or suspected violations may be submitted basis by the complainant or may be submitted anonymously. Reports of violations or suspected violations shall be kept confidential to the extent possible, consistent with the need to conduct an adequate investigation.

 

12.06 Handling of reports Violations

 

The board president or vice president shall notify the sender and ackowledge receipt of the reported violation or suspected violation within five business days. All reports shall be promptly investigated by the board and its appointed committee and appropriate corrective action shall be taken if warranted by the investigation. This policy shall be made available to all directors, officers, staff, or employees and they shall have the opportunity to ask questions about this policy.

 

ARTICLE XIII

 

AMENDMENT OF ARTICLES OF INCORPORATION

 

13.01 Amendment Any amendment to the Articles of Incorporation may be adopted by approval of two-thirds (2/) of the board of directors.

 

CERTIFICATE OF ADOPTION OF BYLAWS

 

I do hereby certify that the above stated Bylaws of Love Is An Art Organization were approves by the Love Is An Art Board of directors on June 14, 2017 and constitute a complete copy of the Bylaws of the corporation.

 

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Ashley Anne Alves

Date : June 14, 2017