The Central Wyoming Climbers Alliance exists to:

1. Introduce new people to the sport of climbing through climbing programs (particularly for youth and under-served populations such as Native Americans of the Wind River Reservation)
2. Ensure fixed hardware and bolts used to climb are up-to-date and safe at local climbing areas
3. Interface with public land managers and private land owners to preserve and enhance climbing areas in the region
4. Celebrate the community and culture of climbing through events and gatherings.

Central Wyoming Climbers Alliance Board of Directors

Brian Fabel - Chair

Brian is the current Executive Director of the Lander Chamber of Commerce and has a 10-year background in teaching outdoor skills and leadership development. Brian currently serves as a Board member of the Wind River Visitor Council, Leadership Fremont County, and Lander Rotary Club. Brian has pursued professional and educational development through the Colorado University Graduate Certificate in Nonprofit Organizations and the U.S. Chamber of Commerce Institute of Organization Management.  Brian is a past International Climbers Festival Director from 2010-2012. Brian is a NOLS rock climbing instructor and enjoys climbing in the mountains of the Wind Rivers.  

Andy Skiba – Vice Chair
Andy has attended every single International Climbers Festival and has been climbing since his youth. Andy has a background in construction and built the local climbing gym. Andy has two girls who will one day surpass his climbing abilities. 

Sam Lightner Jr. – Secretary
Sam has climbed 5.13+, solo'd big walls, ascended dozens Canadian WI 6's, and established over 300 new routes in his 30 plus years of climbing. He helped form the Access Fund and served on the institutions board for six years, and was the president of the Friends of Indian Creek (essentially the Central Wyoming Climbers Alliance for southeast Utah) for four years. He has also served on the board of directors of the Museum of Moab and the Railay Beach Club. Sam is the author of six published books and dozens of magazine articles.

Ellen Bechtel
Ellen is a Wyoming native and an accomplished all-around climber. She owns Elemental Performance + Fitness, Lander's local climbing gym and training center. Ellen directed the Climbers’ Festival in 2005 and has served on the festival board many years since. She is a strength coach, Yoga instructor, and mother to two wonderful children, Sam and Anabel. When she’s not coaching in the gym, you can find her hard at work climbing on her home crags around Lander and in the granite of central Wyoming. Her favorite crags are Fossil Hill, the Aspen Glade, and Fremont Canyon. 

Mark Calhoun 
Mark is the current pastor of Lander United Methodist Church. In addition to enjoying climbing, he has two boys who participate in youth climbing programs in Lander. Mark is a Rotary member and volunteer with many organizations. Mark enjoys spending time with his dog Rainer, a giant Bernese mountain dog.

April Hughes
April Hughes was raised in Wyoming since the age of three.  She graduated from the University of Wyoming in 2012 with a B.S. in Marketing and a Minor in Sustainable Business Practices.  She likes to travel, read, participate in marketing blogs, and practice yoga in her spare time.  

Nick Storm - Treasurer
Nick is interested in connecting people to the outdoors, in particular with vast expanses of wilderness rock. As a board member, Nick hopes to help inspire the next generation of crag stewards by creating an inviting culture for new and timid climbers. Nick has experience climbing rock, ice and snow throughout the intermountain west and abroad, but loves long moderate traditional routes that take him and his partners to amazing views. Nick works as an Account Manager for NOLS Professional Training in Lander, WY.

Justin moved to Wyoming in 2009 and learned to climb in Tensleep, Lander and other crags across Wyoming. He loves Lander for its remoteness, tightly knit community and 300+ days of sun a year. He graduated from Virginia Tech with a B.S. in Engineering and currently works as an engineering consultant for Lowham Walsh LLC.

Elyse Guarino - Executive Director

Elyse has been living and climbing in Lander for 5 years. She has volunteered at, participated in, and organized community events around the country as well as in Lander. Elyse has taught outdoor living skills, backpacking, canyoneering, and rock climbing for  The National Outdoor Leadership School since 2009. Over the last 10 years she has developed a broad and varied skill set through contract work and brings experience in business planning and creation,  marketing, merchandising, p.r., event creation, and program implementation to the CWCA. 

Copy of Central Wyoming Climbers' Alliance IRS 1023 Application

Central Wyoming Climbers Alliance: Nonprofit Corporation Bylaws
Adopted by unanimous vote on 12/3/14
 

 Article I. Name and Governance
Section 1.1 Name of the Organization
The name of this corporation is Central Wyoming Climbers Alliance (CWCA). CWCA is a nonprofit corporation incorporated within and governed by the laws of the State of Wyoming. CWCA shall be referred to as the Corporation within these Bylaws.

Article II. Purpose
Section 2.1 Charitable Purpose
The Corporation is organized exclusively for charitable purposes to celebrate and promote the sport of climbing. The organization will conduct fundraising activities and will support the public sport of climbing in accordance with the Internal Revenue Code regulating charitable organizations specifically 501(c)(3) organizations or the corresponding section of any future federal tax code.

Section 2.2 Activities in Furtherance of Purpose
The object and purpose of the CWCA are to further the CWCA’s mission—to celebrate and promote the sport of climbing for the people of Wyoming and the greater climbing community—as follows

2.2.1      Engage in activities to bring new and/or additional awareness of and interest in the sport of climbing;

2.2.2      Sponsor a multi-day celebration of the sport of climbing in the internationally renowned climbing area surrounding Lander, Wyoming;

2.2.3      Support the sport of climbing through funding of climbing exhibitions with an emphasis placed on understanding local customs and cultures;

2.2.4      Provide local youth with the opportunity to experience the power of personal achievement and to practice the skill of problem-solving through climbing;

2.2.5      Partner with entities that promote the sport of climbing and other related activities that are operated exclusively for public-interest purposes.

2.2.6      Engage in fund-raising activities of all kinds where the purpose and use of the funds so obtained are to further the purpose of the CWCA;

2.2.7      In accordance with the laws of the State of Wyoming, the Corporation shall be entitled to and shall have power

2.2.9.1  To have succession by the corporate name in perpetuity;

2.2.9.2  To hold, purchase, and convey such property as the aforementioned purpose of the Corporation shall allow, without limit as to amount, and to mortgage, pledge, and hypothecate the same to secure any debt to the Corporation;

2.2.9.3  To appoint such subordinate officers and agents as the business of the Corporation shall require;

2.2.9.4  To make Bylaws not in conflict with law or its Charter of Incorporation;

2.2.8      Exercise and possess any and all of the rights, privileges, power, and immunities which now or hereafter may be secured by law to chartered charitable corporations and which are reasonably incidental to the furtherance of the objects and purpose above set forth;

2.2.9      No act of the Corporation, its officers, directors, or agents, in the exercise of the foregoing purposes of the Corporation, which would jeopardize the tax exempt status of the Corporation under Internal Revenue Code, as it may be amended from time to time, shall be permitted;

2.2.10   No part of the net earnings of the Corporation shall inure to the benefit of, or be distributable to its directors, officers, or other private persons, 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 its purposes. Reasonable compensation is defined as compensation based on that paid by similarly situated tax-exempt organizations for similar services.

2.2.11   No substantial part of the activities of which is carrying on propaganda, or otherwise attempting to influence nor shall participate in, or intervene in (including the publishing or distribution of statements) any political campaign on behalf of or in opposition to any candidate for public office

Article III. Members
Section 3.1 Members
Members of the Board of Directors are the only voting members. The Board may form advisory boards and/or committees. The advisory board members are non-voting members and serve at the will and direction of the Board of the Directors.

Article IV. The Board of Directors
Section 4.1 General Powers
The Board of Directors will manage the business and affairs of the Corporation. All corporate powers will be exercised by or under the direction of the Board of Directors. Individual members of the Board of Directors shall be known as a Board Member, Board Director, or Director.

Section 4.2 Duties

The Board of Directors will

4.2.1    Manage activities to further the mission of the Corporation;

4.2.2    Perform any and all duties imposed on them collectively or individually by law, by the Articles of Incorporation, or by these Bylaws;

4.2.3    Appoint and remove, employ and discharge, and, except as otherwise provided in these Bylaws, prescribe the duties and fix the compensation, if any, of all officers, agents and employees of the Corporation;

4.2.4    Supervise all officers, agents and employees of the Corporation to assure that their duties are performed properly;

4.2.5    Meet at such times and places as required by these Bylaws;

4.2.6    Register their addresses, e-mail addresses, and phone number with the Secretary of the Corporation.

Section 4.3 Performance of Duties
A member of the Board of Directors shall perform his or her duties, including duties as a member of any committee, in good faith, in a manner he or she reasonably believes to be in the best interests of the Corporation, and with such judgment as an ordinarily prudent person in a like position would use under similar circumstances. A person who so performs his or her duties shall not have any liability by reason of being or having been a Director of the Corporation.

 Those persons and groups on whose information, opinions, reports, and statements a Director is entitled to rely upon are

4.3.1      One or more officers or employees of the Corporation whom the Director reasonably believes to be reliable and competent in the matters presented;

4.3.2      Counsel, public accountants, or other person as to matters which the Director reasonably believes to be within such persons’ professional or expert competence;

4.3.3      A committee of the Board of Directors upon which he or she does not serve, duly designated in accordance with the provisions of the Articles of Incorporation or these Bylaws, as to matters within its designated authority, which committee the Director could reasonably believe to merit confidence.

 Section 4.4 Number, Tenure, and Qualifications

4.4.1      Number: The Board of Directors shall have no less than seven (7) or more than eleven (11) members.

4.4.2      Tenure: Directors can be elected for up to two (2), three-year terms for a total of six (6) years. After serving for two (2) terms, the Director is eligible for re-election following one (1) year off the Board and may serve for an additional two (2) terms.

4.4.3      Qualifications: Each Director will hold office until the elections described above, subject to his or her earlier resignation or removal. However, if a Director’s term expires, he or she shall continue to serve until his or her successor is elected and qualified or until his or her resignation or removal. Directors do not need to be residents of the State of Wyoming.

 Section 4.5 Election of Members of the Board of Directors
Members of the Board of Directors will be elected for a three-year term from a pool of candidates presented to the Board of Directors by the Executive Committee whose membership and management is defined by Board policies.

 Section 4.6 Board of Directors Compensation
Board members shall serve without compensation, except that they shall be allowed reasonable reimbursement of expenses incurred in the performance of their regular duties as determined by the resolution of the Board of Directors.

 If the Board decides to pay a Board member for work divergent from the duties of a Board member outlined by the Bylaws, compensation will follow this procedure:

4.6.1    Compensation will be based on similarly situated tax-exempt organizations for similar services. The comparison rates shall be recorded in the meeting minutes;

4.6.2    Compensation shall be documented in Board meeting;

4.6.3    A voting member of the Board or any committee who receives compensation, directly or indirectly from the Corporation for services is precluded from voting on matters pertaining to that member’s compensation;

4.6.4      Compensation for officers and staff is determined within industry standards for nonprofit comparable work and within the guidelines as provided in the Articles of Incorporation, State of Wyoming law, or these Bylaws;

4.6.5      No director, officer, or employee of the Corporation receives non-fixed payments, including discretionary or revenue-based payments.

 Section 4.7 Place of Meetings
Meeting location will be identified in the notice of the meeting. Board meetings will be held either within or outside Wyoming. Meetings may be held with Board members physically in one location and/or virtually present through electronic technology.

Section 4.8 Regular Meetings
The Board of Directors shall meet at least quarterly. At least seven (7) calendar days prior to the meeting, notice of the time and location will be sent to the members in writing, email or by telephone.

Section 4.9 Special Meetings
Special meetings of the Board of Directors may be called by the Board Chair, or by any two (2) members of the Board. The person or persons authorized to call special meetings of the Board of Directors will choose the location. At least seven (7) days prior to the meeting, notice of the purpose, time and location will be sent to the members in writing, email or by telephone. Upon majority consent of the Board of Directors, an emergency meeting may be called without advanced notice. If required by Wyoming law, all regular and special Board of Directors’ meetings will be open to the public. However, the Board of Directors may proceed in executive session, at which only members of the Board of Directors or those persons invited by the Board of Directors may be present.

Section 4.10 Quorum
A quorum shall consist of a simple majority of the Board of Directors. Except as otherwise provided in these Bylaws, the Articles of Incorporation, or by law, no business shall be considered by the Board at any meeting at which a quorum is not present.

Section 4.11 Manner of Acting
Decisions made by a majority of the Board of Directors is a board act unless the Articles of Incorporation, these Bylaws, or provisions of law require a greater percentage or different voting rules for approval of a matter by the Board. Board business can be conducted over electronic means. The Secretary shall document decisions made through electronic technology. When there is lack of a majority vote the motion will die and may be reintroduced at the next Board meeting.

Section 4.12 Conduct of Meetings
Meetings of the Board of Directors shall be presided over by the Board Chair or another officer he or she may designate in his or her absence. The Secretary or designated secretary shall record the meeting minutes and shall file minutes after the meeting as a permanent record of the Corporation.

Section 4.13 Informal Action by Board of Directors
Board or committee action can be conducted by electronic means. Electronic voting is permitted and follows the same voting procedure as stated in these Bylaws. The Secretary shall document actions made through electronic technology. 

Section 4.14 Vacancies
Vacancies on the Board of Directors shall exist on the death, resignation, removal or term expiration. Vacancies will be filled by appointment by the remaining Board of Directors. A Board Member appointed to fill a vacancy shall be elected for the unexpired term of his or her predecessor. Vacancies on the Board will be filled within no more than 90 days.

Section 4.15 Resignation
Any Board Member may resign at any time by giving written notice to the Chair or the Secretary. 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. If a resignation is made effective at a later date, the Directors may remove the resigning Director at any time before the effective date and fill the vacancy. A Board Member may not resign if the Corporation would then be left without duly elected Board Members in charge of its affairs, except upon notice to the appropriate agency of the State of Wyoming. 

Section 4.16 Removal
Any Board Member may be removed at any time with or without cause from his or her elected position by a two-thirds (2/3) vote of the Board of Directors. The Board Member in question has the right to present a case for consideration. Notice of these proceedings shall be given at least 30 days in advance.

Section 4.17 Non-liability
Board Members, officers and employees of the Corporation shall not be personally liable for the debts, liabilities, or other obligations of the Corporation.

Section 4.18 Non-Discrimination
The Corporation is committed to the principle of equal opportunity, especially in all aspects of employee relations, including employment, salary administration, employee development, and promotion. The Corporation prohibits discrimination on the basis of race, color, religion, creed, sex, age, marital status, national origin, mental or physical disability, political belief or affiliation, veteran status, or sexual orientation and any other class of individuals protected from discrimination under state or federal law 

Section 4.20 Presumption of Assent
A Director of the Corporation who is present at a meeting of the Board of Directors at which action on any corporate matter is taken shall be presumed to have assented unless his or her dissent is noted in the minutes.

Article V. Officers
Section 5.1 Enumeration of Officers
The officers of the CWCA shall be the Board Chair, Vice-Chair, Secretary, and Treasurer and such other officers and assistant officers as may be elected or appointed by the Board of Directors. The same person may hold any two or more offices 

Section 5.2 Election and Terms of Office
Officers will be selected by an annual vote of the Board of Directors in accordance with the terms within these Bylaws. Officers will hold office for two (2) years and will be regularly elected at the annual Board of Directors’ meeting. A Director may serve up to two (2) consecutive full terms for a total of four (4) years. New officers may be created and filled at any meeting of the Board of Directors.

Section 5.3 Qualifications
Any Board Member may serve as an officer of the CWCA.

Section 5.4 Removal and Resignation
Any officer may resign at any time by giving written notice to the Board of Directors. The Board of Directors may remove any officer with or without cause at any time by a two-thirds (2/3) vote of the Board. Such removal shall be without prejudice to the contract rights, if any, of the officer so removed.

 Section 5.5 Vacancies
The Board of Directors will fill office vacancies within 90 days. Newly appointed officers will complete the unexpired term.

 Section 5.6 Limitation of Authority
The officers have no authority to make or rescind commitments for CWCA other than as explicitly stated in their duties.

 Section 5.7 Duties of the Chair
The Board Chair shall in general supervise and control all of the business and affairs of the Corporation. The Chair or his or her designee shall

5.7.1      Plan and conduct all Board meetings and other special meetings as called by the Board;

5.7.2      Cause elections to be held;

5.7.3      Receive and review program progress and annual reports;

5.7.4      Make recommendations to the Board;

5.7.5      Oversee the preparation of an annual report;

5.7.6      Delegate to and monitor the work of the administration of the Corporation;

5.7.7      May sign, with the Secretary or any other proper officer of the Corporation authorized by the Board of Directors, any deeds, mortgages, bonds, contracts, or other instruments which the Board of Directors has authorized to be executed, except in cases where the signing and execution thereof shall be expressly delegated by the Board of Directors or by these Bylaws or by statute to some other officer or agent of the Corporation;

5.7.8      Perform all duties incident to the office of Chair and such other duties as may be prescribed by the Board of Directors, law, or by these Bylaws.

Section 5.8 Duties of the Vice-Chair
5.8.1      In the absence of the Chair or in the event of his or her inability or refusal to act, the Vice-Chair, if any, shall perform the duties of the Chair, and when so acting shall have all the powers and be subject to all the restrictions upon the Chair;

5.8.2      The Vice-Chair shall oversee fundraising strategy and perform such other duties as may be prescribed by the Chair and the Board of Directors, law, or by these Bylaws.

Section 5.9 Duties of Secretary

The Secretary shall

5.9.1      Maintain a record of minutes of all meetings of the Board of Directors and committees;

5.9.2      Document decisions made by the Board of Directors;

5.9.3      See that all notices are duly given in accordance with the provisions of these Bylaws or as required by law;

5.9.4      Be custodian of the records and of the seal and logo, if any, of the Corporation;

5.9.5      Keep a Board of Directors and committee member listing containing the name, address, phone and email of Board and committee members;

5.9.6      Upon request, exhibit at a reasonable time, to any Board member or member of the Corporation, the Bylaws and the minutes of the proceedings of the Corporation;

5.9.7      Prepare a mechanism and template for any Board member, officer, or other designated recorder to record minutes of meetings, in the Secretary’s absence;

5.9.8      In general, perform all duties incident to the office of Secretary and such other duties as may be required by Chair or by the Board of Directors, law, or by these Bylaws.

Section 5.10 Duties of Treasurer

The Treasurer shall

5.10.1   Have charge and custody and be responsible for all moneys and securities of the Corporation and cause all such moneys to be deposited in the name of the Corporation in such banks, trust companies, or other depositories as shall be selected by the Board of Directors;

5.10.2   Periodically, and on at least a quarterly basis, cause excess monies to be swept from the various Corporation programs or entities into the depositories of the Corporation;

5.10.3   Disburse, or cause to be disbursed, moneys of the Corporation as directed by the Board, keeping proper records of such disbursements;

5.10.4   Maintain or cause to be maintained adequate and correct accounts of the Corporation’s properties and business transactions, including accounts of its assets, liabilities, receipts, disbursements, gains and losses;

5.10.5   Upon request, exhibit at a reasonable time the financial records to any Board member or member of the Corporation;

5.10.6   Submit to the Board of Directors a quarterly financial statement and summary of the financial condition of the Corporation;

5.10.7   Publish an annual financial report of the Corporation;

5.10.8   In general, perform all duties incident to the office of Treasurer and such other duties as may be required by the Chair, the Board of Directors, law, or by these Bylaws.

Section 5.11 Surrender of Records
Upon completion of the term of office or resignation, each officer shall turn over all records, correspondence, documents and other Corporation property in his or her possession.

Section 5.12 Loans to Officers
No loans shall be made by the Corporation to any Board member or officer of the Corporation.

 Article VI. Board Committees
Section 6.1 Committees
By resolution adopted by a majority of the Board of Directors, the Board of Directors may appoint one or more Directors to serve on such committees. Except as provided in the Articles of Incorporation, State of Wyoming law or these Bylaws, the committees will have such authority in the management of the Corporation as the Board of Directors shall designate.

 The Board of Directors may have such other committees as may from time to time be designated by resolution of the Board. These committees may consist of persons who are not also members of the Board and shall act in an advisory capacity to the Board.

 Article VII. Insurance for Corporate Agents
Section 7.1 Insurance
Except as may be otherwise provided under provisions of law, the Board of Directors may adopt a resolution authorizing the purchase and maintenance of insurance on behalf of any agent of the Corporation (including a Board member, officer, employee or other agent of the Corporation) against liabilities asserted against or incurred by the agent in such capacity or arising out of the agent's status as such, whether or not the Corporation would have the power to indemnify the agent against such liability under the Articles of Incorporation, these Bylaws or provisions of law.

 Article VIII. Indemnification
Section 8.1
Board members, officers and employees of the Corporation shall be indemnified by the Corporation to the fullest extent permissible under the laws of the State of Wyoming.

 Article IX. Fiscal Management
Section 9.1 Fiscal Year
The fiscal year shall commence on January 1 and end on December 31 of each year.

Section 9.2 Budgets
All Corporation activities that conduct financial transactions shall operate within a budget approved by the Board of Directors and monitored by the Treasurer.

 Section 9.3 Capital Assets
A Board officer must approve all capital asset purchases exceeding a ceiling set by the Board of Directors, in writing or email. An officer may not approve his or her own capital asset or expense.

 Section 9.4 Expenses
All requests for reimbursement must adhere to procedures established by the Treasurer. No expense shall be reimbursed without a receipt.

 Section 9.5 Contracts
The Board of Directors may authorize any Board officer(s) or agent(s) of the Corporation to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Corporation, and such authority may be general or confined to specific instances. Contracts that commit the Corporation to expenditures in excess of $500 require Board approval.

Section 9.6 Loans
No loans shall be contracted on behalf of the Corporation and no evidences of indebtedness shall be issued in its name unless authorized by a resolution of the Board of Directors.

Section 9.7 Checks, Drafts, etc.
All checks, drafts or orders for the payment of money, notes or other evidences 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 of Directors. In the absence of such determination by the Board of Directors, the Treasurer of the Corporation shall sign such instruments.

 Section 9.8 Deposits
All funds of the Corporation shall be deposited from time to time to the credit of the Corporation in such banks, trust companies or other depositaries as the Board of Directors may select.

Section 9.9 Gifts
The Board of Directors may accept on behalf of the Corporation any contribution, gift, bequest or devise for the general purposes or for any special purpose of the Corporation.

Article X. Conflict of Interest
Section 10.1 Purpose
The purpose of the conflict of interest policy is to protect the Corporation’s interest when contemplating entering into a transaction or arrangement that might benefit the private interest of a Board member, officer or director of the Corporation or might result in a possible excess benefit transaction. 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 10.2 Definitions
Interested person: Any Board member, officer, director or committee member with governing board delegated power, who has a direct or indirect financial interest, as defined below, is an interested person.

Financial interest: A person has a financial interest if the person has, directly or indirectly, through business, investment or family:

10.2.1 Ownership of investment in any entity with which the Corporation has a transaction or arrangement;

10.2.2 Compensation arrangement with the Corporation or with any entity or individual with which the Corporation has a transaction or arrangement,;

10.2.3 Potential ownership or investment interest in, or compensation arrangement with, any entity or individual with which the Corporation is negotiating a transaction or arrangement;

10.2.4 Financial agreement between the Corporation and a current Board member, officer, or a person who has served on the Board as a member within the year prior to the agreement, or a candidate for election or appointment to the Board.

A financial interest is not necessarily a conflict of interest. Under Article X Section 10.3.2, a person who has financial interest may have a conflict of interest only if the appropriate governing board or committee decides that a conflict of interest exists.

 Compensation: direct or indirect remuneration as well as gifts or favors, which are not insubstantial.

Section 10.3 Procedures
10.3.1     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 Board and members of committees with governing board delegated power considering the proposed transaction or arrangement;

10.3.2     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 or she shall leave the 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;

10.3.3     Procedures for addressing the conflict of interest are as follows:

10.3.3.1 An interested person may make a presentation at the governing board or committee meeting. After the presentation, he or she shall leave the meeting during the discussion of and the vote on the transaction or arrangement involving the possible conflict of interest;

10.3.3.2 The Board Chair or committee chair shall, if appropriate, appoint a disinterested person or committee to investigate alternatives to the proposed transaction or arrangement;

10.3.3.3 After exercising due diligence, the board or committee shall determine whether the Corporation 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;

 10.3.3.4 If a more advantageous transaction or arrangement is not reasonably possible under circumstances not producing a conflict of interest, the Board or committee shall determine by a majority vote of the disinterested directors whether the transaction or arrangement is in the Corporation’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;

10.3.4     Violations of the conflict of interest policy:

10.3.4.1 If the 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;

10.3.4.2 If, after hearing the member’s response and after making further investigation as warranted by the circumstances, the 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 10.4 Records of Proceedings
The minutes of the Board and all committees with board delegation powers shall contain:

10.4.1 The names of the persons who disclosed or otherwise were found to have a financial interest in connection with an actual or possible conflict of interest, the nature of the financial interest, and action taken to determine whether a conflict of interest was present, and the Board’s or committee’s decision as to whether a conflict of interest in fact existed;

10.4.2 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 10.5 Compensation
No Board member may accept any pay for serving as a Board member or officer, except that of reasonable reimbursement of expenses incurred in the performance of their regular duties as determined by the Board. If the Board decides to pay a Board member for work divergent from the duties of a Board member outlined by the Bylaws, compensation will follow this procedure:

10.5.1 Compensation will be based on similarly situated tax-exempt organizations for similar services. The comparison rates shall be recorded in the meeting minutes;

10.5.2 A voting member of the Board or any committee who receives compensation, directly or indirectly from the Corporation for services is precluded from voting on matters pertaining to that member’s compensation;

10.5.3    A voting member of the Board or any committee whose jurisdiction includes compensation and who receives compensation, directly or indirectly, for the Corporation, either individually or collectively, is prohibited from providing information to any committee regarding compensation;

10.5.4    Compensation for officers and staff is determined within industry standards for nonprofit comparable work and within the guidelines as provided in the Articles of Incorporation, State of Wyoming law, or these Bylaws;

10.5.5    Directors, officers, and/or employees of the Corporation are prohibited from receiving non-fixed payments, including discretionary or revenue-based payments.

 Section 10.6 Annual Statements
Each Board member or officer or director or member of a committee with governing board-delegated powers shall annually sign a statement that affirms such person:

10.6.1 Received a copy of the conflicts of interest policy;

10.6.2 Read and understands the policy;

10.6.3 Agrees to comply with the policy.

Section 10.7 Periodic Reviews

To ensure the Corporation 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:

10.7.1 Whether compensation arrangements and benefits are reasonable, based on competent information based on similarly situated tax-exempt organizations for similar services, and the result of arm’s length bargaining;

10.7.2 Whether partnerships, joint ventures, and arrangements with management organizations conform to the Corporation’s written policies; are properly recorded; reflect reasonable investment or payments for goods and services; further charitable purposes and do not result in enumeration, impermissible private benefit or in an excess benefit transaction.

 Article XI. Amendments
Section 11.1 General Rule for Amendments
These Bylaws may be altered, amended or repealed and new Bylaws may be adopted only after a notice of motion of the proposed amendment and the reasons for the amendment has been given at least one (1) month prior to the scheduled action at a previous regular or special meeting of the Board of Directors. The Board will also hold a meeting and provide a place where the amendment can be discussed for 30 days after posting the amendment. At the end of the 30 days, the Board will vote on the amendment. The amendment is passed and becomes a part of the Corporation Bylaws, with 2/3 Board approval.

 Section 11.3 Validity
The invalidity of any part of these Bylaws shall not impair or otherwise affect in any manner the validity, enforceability, or intent of the balance of these Bylaws.

 Article XII. Dissolution
Section 12.1 Dissolution
In order to dissolve this Corporation, the Board of Directors must present a resolution recommending that the Corporation be dissolved to the entire Board. A proposal for dissolution may be considered at a regular or special meeting of the Board only after 30 days. The resolution to dissolve shall be adopted upon receiving the vote of at least 80%.

 Section 12.2 Resolution

Upon the dissolution of the Corporation, assets shall be distributed to charitable organizations and recognized by the IRS as a 501(c)(3) organization in accordance with these Bylaws, Articles of Incorporation, or by law.

 Article XIII Representation, Identification, and Marks
Section 13.1 Representation
Only Board members and officers and employees may identify themselves as representing the Corporation.