Constitution and Bylaws
The Bartlett Community Forum
A State of Alaska Non-profit Corporation
CONSTITUTION AND BYLAWS
CONSTITUTION
ARTICLE I
NAME
1.01 Name
The name of this corporation shall be The Bartlett Community Forum. The business of the
corporation may be conducted as The Bartlett Community Forum.
ARTICLE II
PURPOSES AND POWERS
2.01 Purpose
The Bartlett Community Forum 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.
The Bartlett Community Forum of Anchorage is named and created in honor of E.L. 'Bob' Bartlett.
Bob was born on April 20, 1904, with the given name of Edward Lewis Bartlett. He later responded
under the name ‘E.L. ‘Bob’ Bartlett, and, for 24 years, served the people of the state of Alaska as
a public servant, in an exemplary manner that earned him the distinction and reference of ‘standing
First in the hearts of Alaskans'.
Bob was first introduced to the world of politics 1939 via his pre-statehood appointment as
'Territorial Secretary of Alaska', a position that is today, that of the State’s Lieutenant
Governor. His appointment was teamed up with that of Ernest Gruening, Alaska's Junior Senator
in 1959.
In 1944, at the urging of Gruening, Bob Bartlett ran for the then 'voiceless' congressional delegate
seat, which he won, and to which he was handily returned by Alaska's voters to serve again, and
again, serving 5 terms.In 1959, upon Alaska's admission to the Union as our 49th State, Bartlet won
election to a six-yearterm, together with Ernest Gruening, as one of Alaska's two U.S. Senators. Senator Bartlett worked
dutifully on behalf of his state until his death, in December 1968, while still in office.
The Bartlett Community Forum began operating in January 1970. The Bartlett Community Forum
was established as a means of honoring Bob Bartlett and for carrying out his wishes and goals, of
unifying Alaska's people and serve as a visible example of the 'togetherness' of people, standing
strong, as a unified and informed force against those factors (groups, individuals, etc.) that would
assume control and hold office or positions of authority and power mainly to serve their own
personal or selfish purposes, and not that of 'We the People' whom they had purported to represent.
The organization is dedicated to working closely with members of the community, providing them
with updated information on those social, financial and political factors impacting their daily lives
and wellbeing. It is a membership organization, open to all without regard to race, gender, political
affiliation, religion, etc., but who are interested in providing support and efforts for improving
Anchorage and its various communities.
2.02 Powers
The corporation shall have the power, directly or indirectly, alone or in conjunction or cooperation
with others, to do all lawful acts which may be necessary or convenient to achieve the charitable
purposes, for which the corporation is organized, and to aid or assist other organizations or persons
whose activities further accomplish, foster, or promote 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 The Bartlett Community Forum is a State of Alaska, non-profit
public benefit corporation, recognized as tax exempt under Section 501(c)(3) of the United States
Internal Revenue Code.
(b) Exempt Activities Limitation Notwithstanding any other provision of these bylaws, no
board member, officer, employee, member, or representative of this corporation shall take any
action or carry on any activity by or on behalf 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 under
Section 170(c)(2) of such Code and Regulations as it now exists or may be amended. No part of
the net earnings of the corporation shall inure to the benefit or be distributable to any board
member, 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 Bartlett Community
Forum, 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 Bartlett Community Forum 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 recipient organization shall be selected pursuant to a verified petition in
equity filed in a court of proper jurisdiction against The Bartlett Community Forum , 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 Alaska.
In the event that the court shall find that 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 Bartlett Community Forum, then the court shall direct the distribution of
its assets lawfully available for distribution to the Treasurer of the State of Alaska to be added to
the general fund.
2.04 Policy
Section 1 It shall be the policy of the organization to provide a public forum for political,
economic, and social issues of local, state and national importance and for the philosophies of
candidates for political office.
Section 2 It shall further be this policy of the organization to foster and encourage informal
political action among voters.
Section 3 This organization shall not support individual candidates in elections in any way
whatsoever, whether it be fund-raising or actual campaigning.
Section 4 This organization shall not at any time purport to speak for the Democratic Party.
Section 5 The members of this organization and their guests may take any position in support of
or in opposition to any issue at any regular meeting by democratic vote and may publicize this
position as an act of such a meeting but not as the act of the Bartlett Community Forum.
Section 6 Any position to be taken by the Bartlett Community Forum shall be first presented to
the board and, if approved, mailed to the membership at least two (2) weeks prior to the meeting
at which adoption will be voted upon. Adoption of the position shall be a majority of the members
present and voting.
ARTICLE III
MEMBERSHIP
3.01 No Membership Classes
The corporation shall have no members who have any right to vote on title or interest in or to the
corporation, its properties and franchises.
3.02 Non-Voting Affiliates
The board of board members may approve classes of non-voting affiliates with rights, privileges,
and obligations established by the board. Affiliates may be individuals, businesses, and other
organizations that seek to support the mission of the corporation. The board, a designated
committee of the board, or any duly elected officer in accordance with 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 the
affiliate’s consent. At the discretion of the board of board members, 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 board members.
Section 1 The members of the organization shall pay dues as set by the Board of Board members and are encouraged to be registered voters.
Section 2 Senior members shall be defined to be those 65 years of age or older. Student members shall be defined to be those enrolled in high school or college. The Board may set membership dues for Seniors and Students at an amount less than that for regular members.
Section 3 The Board may bestow Honorary Membership Certificates to outstanding citizens of the State of Alaska. A simple majority vote is required before an Honorary membership may be granted.
Section 4 There shall be Lifetime memberships in the Bartlett Democratic Club of Anchorage and Lifetime members shall receive cards stating that they are Lifetime members.
Section 5 Dues shall be set by the Board for regular, student, senior and lifetime memberships.Dues, except for lifetime memberships, are valid for a 12-month period beginning from January 1 to December 31.
ARTICLE IV
BOARD MEMBERS
4.01 Number of Board members
The Board shall consist of nine (9) board members and officers. The officers of this organization
shall be, at minimum, President, Vice-President, Secretary, and Treasurer. The Board may appoint
additional officers from the Board as necessary. The immediate past President shall act as an ex-
officio member of the Board.
4.02 Powers
All corporate powers shall be exercised by or under the authority of the Board and the affairs of
the Bartlett Community Forum shall be managed under the direction of the board, except as
otherwise provided by law.
4.03 Terms
(a) All board members shall be elected to serve a two-year term; however, the term may be
extended until a successor has been elected.
(b) Board member terms shall be staggered so that approximately half the number of board
members will end their terms in any given year.
(c) Board members may serve terms in succession.
(d) The term of office shall be considered to begin January 1 and end December 31 of the same
year in office, unless the term is extended until such time as a successor has been elected.
4.04 Qualifications and Election of Board members
To be eligible to serve as a board member on the board of board members, the individual must be
18 years of age and an affiliate within affiliate classifications created by the board. Board members
may be elected at any board meeting by the majority vote of the existing board members. The
election of board members to replace those who have fulfilled their term of office shall take place
in January of each year.
Any member who is in good standing for thirty (30) days prior to the annual election or interim
Board appointment is eligible to serve on the Board and shall retain membership during term of
office.
4.05 Vacancies
Within 30 days the board members shall fill vacancies due to the resignation, death, or removal of
a board member or shall appoint new board members to fill a previously unfilled board position,
subject to the maximum number of board members under these Bylaws.
(a) Unexpected Vacancies. Vacancies in the board of board members due to resignation, death, or
removal shall be filled by the board for the balance of the term of the board member being replaced.
4.06 Removal of Board members
A board member may be removed by two-thirds (⅔) vote of board members then in office, if:
(a) the board member is absent and unexcused from two or more meetings of the board of board
members in a twelve-month period. The board president is empowered to excuse board members
from attendance for a reason deemed adequate by the board president. 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 board member 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 Board members Meetings.
(a) Regular Meetings. The board of board members shall have a minimum of four (4) regular
meetings each calendar year at times and places fixed by the board. Board meetings shall be held
upon four (4) days’ notice by first-class mail, electronic mail, or facsimile transmission 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 the 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 board members of the board of board members.
A special meeting must be preceded by at least 2 days’ notice to each board member of the date,
time, and place, but not the purpose, of the meeting.
(c) Waiver of Notice. Any board member may waive notice of any meeting, in accordance with
State of Alaska law.
4.08 Manner of Acting.
(a) Quorum. A majority of the board members in office immediately before a meeting shall
constitute a quorum for 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.
Procedure. Roberts's rules of order shall apply in situations not heretofore provided for in this
Constitution and "Bylaws".
(b) Majority Vote. Except as otherwise required by law or by the articles of incorporation, the
act of a majority of the board members 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 board members of the board are unable to
decide 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 required otherwise by law, the Articles of Incorporation, or these
Bylaws, board members may participate in a regular or special meeting using any means of
communication by which all board members 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
Board members shall receive no compensation for carrying out their duties as board members. The
board may adopt policies providing for reasonable reimbursement of board members for expenses
incurred in conjunction with carrying out board responsibilities, such as travel expenses to attend
board meetings.
4.10 Compensation for Professional Services by Board members
Board members 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
OFFICERS
5.01 Board Officers
The officers of the corporation shall be president, vice-president, secretary, and treasurer, all of
whom shall be chosen by, and serve at the pleasure of, the board of board members. 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 authority
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 board members 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.
5.02 Term of Office
Each officer shall serve a two-year term of office and may not serve more than three (3) consecutive
terms of office. Unless unanimously elected by the board at the end of his/her three
terms or to fill a vacancy in an officer position, 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.
Section 1 At least two months before the annual meeting, the president shall appoint a nominating
committee from the members to present to the board a slate of candidates for the board. At the
Annual Election meeting, which shall be held in November, additional nominations may be made
from the floor. The Board shall be responsible for the place and plans for the Annual Election
Meeting.
Section 2 The term of office for board members shall be two (2) years.
Section 3 Every member who has been in good standing for thirty (30) days prior to the annual
election shall be eligible to vote in the Annual Election. The Secretary shall furnish suitable ballots
to eligible members.
Section 4 Members of the Board shall be elected by a simple majority of the votes cast by those
members present and voting. Proxies and absentee ballots shall not be allowed.
Section 5 In the event of a vacancy in the Board or any office, the vacancy shall be filled by a
plurality vote of the Board within 30 days until the next annual election. Nominations for the
vacancy shall come from members of the Board.
5.03 Removal and Resignation
The board members may remove an officer at any time, with or without cause. Any officer may
resign at any time by giving written notice to the corporation 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 on the date of the receipt of the notice or at any later time specified in the notice.
5.04 Board President
The board president shall be the chief volunteer officer of the corporation. The board president shall
lead the board members in performing their duties and responsibilities, including, if present,
presiding at all meetings of the board members, and shall perform all other duties germane to the
office or properly required by the board members.
5.05 Vice-President
The Vice-President shall assist the President in performance of his or her duties, and in the absence
of the President, shall act in the President's stead, and shall act as the membership committee chair
of the organization.
5.06 Secretary
The Secretary shall keep all records of meetings, official documents, notify the members of all
official matters, perform such other duties as the president prescribes, and record meeting of the
Board and functions of the organization. The minutes of recorded meetings of the organization
shall be available for the board and interested members.
5.07 Treasurer
The Treasurer shall receive and disburse all funds of the organization, (as approved by the board)
and shall keep a record of receipts and disbursements which shall be read at each Board meeting of
the organization. The books shall be audited annually and/or anytime upon demand of or a majority
of the members of the organization.
BOARD MEMBERS — The board members shall assist the officers of the organization in the
completion of their duties.
5.08 Non-Board member Officers
The board members may designate additional non-voting officer positions of the corporation and
may appoint and assign duties to other non-board member officers of the corporation.
Such offices may include but not limited to:
• Chief executive Officer
• Chief Financial Officer
• Chief Operating officer
BYLAWS
ARTICLE I
COMMITTEES
1.01 Committees
The board members may, by the resolution adopted by a majority of the board members then in
office, designate one or more committees, each consisting of two or more board members, to serve
at the pleasure of the board. Any committee, to the extent provided in the resolution of the board,
shall have all the authority of the board, except that no committee, regardless of board resolution,
may:
(a) (b) (c) (d) (e) take any final action on matters which also requires board members’ approval or approval of
a majority of all members;
fill vacancies on any committee which has the authority of the board.
amend or repeal Bylaws or adopt new Bylaws;
amend or repeal any resolution of the board of board members which by its express terms is
not so amendable or repealable;
appoint any other committees of board members or the members of these committees.
(f) expend corporate funds to support a nominee for board member; or
(g) approve any transaction;
(i) to which the corporation is a party and one or more board members have a material
financial interest; or
(ii) between the corporation and one or more of its board members or between the corporation
or any person in which one or more of its board members have a material financial interest.
(h) The following Standing Committees shall be appointed by the President yearly:
Finance — prepare and augment the budget and complete a yearly audit. The treasurer
shall chair this committee. The committee shall be responsible for audits and fund-raising
activities of the organization.
Publicity — shall have charge of all publicity with the sanction of the president and board.
Contact/Program — shall be responsible for notifying members of the luncheon and other
meetings and events coming before the organization as required by the board and shall be
responsible for contacting and scheduling speakers for all luncheon meetings with input
from the Board.
Advisory-- non-voting members of the Board— advises the Board but shall not vote.
Membership –- shall be responsible for designing strategies for increasing membership.
Parliamentarian---the parliamentarian shall settle all disuputes of procedure according to
Roberts Rules of Order.
1.2 Meetings and Action of Committees
Meetings and actions of the committees shall be governed by and held and taken in accordance
with, the provisions of Article IV of these Bylaws concerning meetings of the board members, with
such changes in the context of those Bylaws as are necessary to substitute the committee and its
members for the board of board members and its members, except that the time for regular
meetings of committees may be determined either by resolution of the board or by resolution of
the committee. Special meetings of the committee may also be called by resolution of the board
of board members. Notice of special meetings of committees shall also be given to all alternate
members, who shall have the right to attend all meetings of the committee. Minutes shall be kept
of each meeting of any committee and shall be filed with the corporate records. The board
members may adopt rules for the governing of the committee not inconsistent with the provision
of these Bylaws.
1.3 Informal Action by Board members
Any action required or permitted to be taken by board members at a meeting may be taken without
a meeting if consent in writing, setting forth the action so taken, shall be agreed to by the consensus
of a quorum. For the 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 board
members to use email to approve actions, if a quorum of board members gives consent.
ARTICLE II
CONTRACTS, CHECKS, LOANS, INDEMNIFICATION AND RELATED MATTERS
2.01 Contracts and other Writings
Except as otherwise provided by resolution of the board or board policy, all 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.
2.02 Checks, Drafts
All disbursements shall be by check signed by the authorized officers. Two (2) signatures shall be
required on all checks more than $500.00. Except for luncheon payments any expenditures over
fifty dollars ($50) shall be approved by majority present and voting at the Board meeting at which
the expenditures are proposed and so indicated in the minutes.
2.03 Deposits
All funds of the corporation not otherwise employed shall be deposited regularly to the credit of
the corporation in such banks, trust companies, or other depository as the board or a designated
committee of the board may select.
2.04 Loans
No loans shall be contracted on 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.
2.05 Indemnification
(a) Mandatory Indemnification. The corporation shall indemnify a board member or former
board member, who was wholly successful, on the merits or otherwise, in the defense of any
proceeding to which he or she was a party because he or she is or was a board member of the
corporation against reasonable expenses incurred by him or her in connection with the
proceedings.
(b) Permissible Indemnification. The corporation shall indemnify a board member or former
board member made a party to a proceeding because he or she is or was a board member of the
corporation, against liability incurred in the proceeding, if the determination to indemnify him or
her has been made in the manner prescribed by the law and payment has been authorized in the
manner prescribed by law.
(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 board members in the specific case, upon receipt of
a written affirmation from the board member, officer, employee or agent of his or her good faith
belief that he or she is entitled to indemnification as authorized in this article, and (II) an
undertaking by or on behalf of the board member, officer, employee or agent to repay such amount,
unless it shall ultimately be determined that he or she is entitled to be indemnified by the
corporation in these Bylaws.
(d) Indemnification of Officers, Agents and Employees. An officer of the corporation who is
not a board member is entitled to mandatory indemnification under this article to the same extent
as a board member. The corporation may also indemnify and advance expenses to an employee
or agent of the corporation who is not a board member, consistent with Alaska 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.
ARTICLE III
MISCELLANEOUS
3.01 Books and Records
The corporation shall keep correct and complete books and records of account and shall keep
minutes of the proceedings of all meetings of its board of board members, a record of all actions
taken by board of board members 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.
3.02 Meetings
a) Luncheon Forum Meetings — Weekly meetings of members and public to dine and listen to guest speakers
b) Board Meetings — Shall be scheduled regularly. They may also be called by the
president or a majority of the board members with due notice.
c) Annual Meetings shall be held in November barring unforeseen circumstances.
3.03 Fiscal Year
The fiscal year of the corporation shall be from January 1 to December 31 of each year.
3.04 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
any board member, officer, employee, affiliate, or member of a committee with board-delegated
powers.
3.05 Nondiscrimination Policy
The officers, board members, committee members, employees, and persons served by this
corporation shall be selected entirely on a nondiscriminatory basis with respect to age, sex, race,
religion, national origin, and sexual orientation. It is the policy of The Bartlett Community Forum
to not discriminate based on race, creed, ancestry, marital status, gender, sexual orientation, age,
physical disability, veteran’s status, political service or affiliation, color, religion, or national
origin.
3.06 Bylaws Amendment
These Bylaws may be amended, altered, repealed, or restated by a majority vote of the board who
are then in office, at a meeting of the board, provided, however;
(a) that no amendment shall be made to these Bylaws which would cause the corporation 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 this constitution and/or bylaws may be amended by submission of proposed changes to
the Board and then submission to the membership at the next annual meeting indicating
whether or not the board approves the changes.
(c) that an amendment does not affect the voting rights of board members. An amendment that
does affect the voting rights of board members requires ratification by a two-thirds (⅔) vote
of a quorum of board members at a board meeting.
(d) that all amendments be consistent with the Articles of Incorporation.
ARTICLE IV
COUNTERTERRORISM AND DUE DILIGENCE POLICY
In furtherance of its exemption by contributions to other organizations, domestic or foreign, The
Bartlett Community Forum shall stipulate how the funds will be used and shall require the recipient
to provide the corporation with detailed records and financial proof of 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, The Bartlett Community
Forum 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 exploitation of charitable activity by terrorist organizations and
their support networks.
The Bartlett Community Forum shall also comply and put into practice the federal guidelines,
suggestion, 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 V
DOCUMENT RETENTION POLICY
5.01 Purpose
The purpose of this document retention policy is establishing standards for document integrity,
retention, and destruction and to promote the proper treatment of The Bartlett Community Forum
records.
5.02 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 also makes it more difficult to find pertinent records.
From time to time, The Bartlett Community Forum may establish retention or destruction policies
or schedules for specific categories of records to ensure legal compliance, and 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 identified below and of documents not
included in the identified categories should be determined 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
The Bartlett Community Forum expects all officers, board members, and employees to comply
fully with any published records retention or destruction policies and schedules, provided that all
officers, board members, and employees should note the following general exception to any stated
destruction schedule: If you believe, or the Bartlett Community Forum 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 corporation’s Articles of
Incorporation, By-Laws and IRS Form 1023 and Application for Exemption. Corporate records
should be retained permanently. IRS regulations require that 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 documents
concerning the corporation’s 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 performance reviews and any complaints brought against the
corporation or individual employees under applicable state and federal statutes. The corporation
should also keep in the 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 ten years.
(g) Marketing and Sales Documents. The corporation should keep final copies of marketing
and sales documents for the same period 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. These documents should be kept for at least three years beyond the life of the
agreement.
(h) Development/Intellectual Property and Trade Secrets. Development documents are often
subject to intellectual property protection in their final form (e.g., patents and copyrights). The
documents detailing the development process are often also of value to the corporation and are
protected as a trade secret where the corporation:
(i) derives independent economic value from the secrecy of the information; and has taken
affirmative steps to keep the information confidential. The corporation should keep all documents
designated as containing trade secret information for at least the life of the trade secret.
(i) Contracts. Final, execution copies of all contracts entered by the corporation should be
retained. The corporation should retain copies of the final contracts for at least three years beyond
the life of the agreement, and longer in the case of publicly filed contracts.
(j) Correspondence. Unless correspondence falls under another category listed elsewhere 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 reports should be kept permanently. Internal audit reports
should be kept for three years.
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 PUBLIC
6.01 Purpose
By making full and accurate information about its mission, activities, finances, and governance
publicly available, The Bartlett Community Forum practices and encourages transparency and
accountability to the 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 documents and materials produced 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:
6.02 Financial and IRS documents (The form 1023 and the form 990)
The Bartlett Community Forum shall provide its Internal Revenue forms 990, 990-T, 1023 and
5227, bylaws, conflict of interest policy, and financial statements to the general public for
inspection free of charge.
6.03 Means and Conditions of Disclosure
The Bartlett Community Forum shall make “Widely Available” the aforementioned documents on
its internet website.
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 from public disclosure requirements, such
as contributor lists).
(a) The website shall clearly inform readers that the document is available and provide
instructions for downloading it.
(b) The Bartlett Community Forum shall not charge a fee for downloading the information.
Documents shall not be posted in a format that would require special computer hardware or
software (other than software readily available to the public free of charge).
(c) The Bartlett Community Forum shall inform anyone requesting the information where this
information can be found, including the web address. This information must be provided
immediately for in-person requests and within 7 days for mailed requests.
6.04 IRS Annual Information Returns (Form 990)
The Bartlett Community Forum shall submit the Form 990 to its board of board members 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 board member’s via (hard copy or email) at least 10 days before the Form 990 is filed
with the IRS.
6.05 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.
6.06 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.
6.07 Donor Records
(a) All donor records shall be available for consultation by the members 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, donor records shall be made available only to those persons with
managerial or personnel responsibilities for dealing with those donors, except that;
(d) Donor records shall be made available to the board when requested.
ARTICLE VII
CODES OF ETHICS AND WHISTLEBLOWER POLICY
7.01 Purpose
The Bartlett Community Forum requires and encourages board members, officers and employees
to observe and practice high standards of business and personal ethics in the conduct of their
duties and responsibilities. The employees and representatives of the corporation must practice
honesty and integrity in fulfilling their responsibilities and comply with all applicable laws and
regulations. It is the intent of The Bartlett Community Forum to adhere to all laws and
regulations that apply to the corporation and the 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.
7.02 Reporting Violations
If any board member, officer, staff or employee reasonably believes that some policy, practice, or
activity of The Bartlett Community Forum is in violation of law, a written complaint must be filed
by that person with the vice president or the board president.
7.03 Acting in Good Faith
Anyone filing a complaint concerning a violation or suspected violation must be acting in good
faith and have reasonable grounds for believing the information disclosed indicates a violation.
Any allegations that prove not to be substantiated and which prove to have been made
maliciously or knowingly to be false shall be subject to civil and criminal review.
7.04 Retaliation
Said person is protected from retaliation only if she/he brings the alleged unlawful activity, policy,
or practice to the attention of The Bartlett Community Forum and provides the Bartlett Community
Forum with a reasonable opportunity to investigate and correct the alleged unlawful activity. The
protection described below is only available to individuals that comply with this requirement.
The Bartlett Community Forum shall not retaliate against any board member, officer, staff or
employee who in good faith, has made a protest or raised a complaint against some practice of The
Bartlett Community Forum or of another individual or entity with whom The Bartlett Community
Forum 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.
The Bartlett Community Forum shall not retaliate against any board member, officer, staff or
employee who disclose or threaten to disclose to a supervisor or a public body, any activity, policy,
or practice of The Bartlett Community Forum 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.
7.05 Confidentiality
Violations or suspected violations may be submitted on a confidential basis by the complainant or
may be submitted anonymously. Reports of violations or suspected violations shall be kept
confidential to the extent possible, consistent with the need to conduct an adequate investigation.
7.06 Handling of Reported Violations
The board president or vice president shall notify the sender and acknowledge receipt of the
reported violation or suspected violation within five business days. All reports shall be promptly
investigated by the board and its appointed committee and appropriate corrective action shall be
taken if warranted by the investigation.
This policy shall be made available to all board members, officers, staffs or employees and they
shall have the opportunity to ask questions about the policy.
ARTICLE VIII
AMENDMENT OF ARTICLES OF INCORPORATION
8.01 Amendment
Any amendment to the Articles of Incorporation may be adopted by approval of two-thirds (2/3)
of the board of board members.
CERTIFICATE OF ADOPTION OF THE CONSTITUTION AND BYLAWS
I do hereby certify that the above stated Constitution and Bylaws of The Bartlett Community
Forum were approved by the Bartlett Community Forum general membership on 04/ 03/2025 and
constitute a complete copy of the Constitution and Bylaws of the corporation.
_____________________________
[Secretary’s Name], Secretary
Date: ________________________
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