THE ALLIANCE TO PROTECT OUR PEOPLE AND THE PLACES WE LIVE
A North Carolina Nonprofit Corporation
ARTICLE I NAME & PURPOSE
Section 1.01 Name
The name of the organization is “The Alliance to Protect our People and Places We Live” (hereinafter, “APPPL” or the “Organization”).
Section 1.02 Purpose
As set forth in the Articles of Incorporation, the Organization is organized exclusively for charitable, scientific, and educational purposes. These purposes include:
Confronting and addressing the ongoing environmental and economic injustices plaguing eastern North Carolina.
Stopping and intervening in whatever way we can to object to the construction, permitting or progress of the Atlantic Coast Pipeline, a 600 mile, $6.5 billion pipeline that will bring 1.5 billion cubic feet of gas a day from West Virginia to the North/South Carolina border.
Educating and empowering the public to to resist the pipeline’s corporate owners: Dominion Resources and Duke Energy and other corporations and entities who threaten public health, the environment and justice for our communities.
Working with the individuals, landowners, community organizations, churches and other groups in eastern North Carolina.
Communicating and filing official comments with regulators including but not limited to the Federal Energy Regulatory Commission, NC DEQ, and the NC Public Utilities Commission and elected officials at the local, state and federal level, about climate change, environmental justice and other interrelated issues as we see them.
Attending meetings and rallies, and organizing events and protests across North Carolina.
Supporting and participating in court cases and legal interventions to oppose the permitting and approval of infrastructure related to pollution, energy and environmental justice.
No part of the net earnings of the Organization shall inure to the benefit of, or be distributable to its members, directors, officers, or other private persons, except the Organization is authorized and empowered to pay reasonable compensation for services rendered, and to make payments and distributions in furtherance of the purposes set forth in these Bylaws and the Articles of Incorporation. No substantial part of the activities of the Organization shall be the carrying on of propaganda, or otherwise attempting to influence legislation; and the Organization shall not 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.
Notwithstanding any provision of these Bylaws, this Organization shall not carry on any activities not permitted by an organization exempt from federal income tax under section 501(c)(3) of the Internal Revenue Code of 1986 (or the corresponding provision of any future United States internal revenue law).
Article II OFFICES AND REGISTERED AGENT
Section 2.01 Office
The principal office of the Organization will be located within North Carolina at the place or places as the Board of Directors shall from time to time designate. The Organization may maintain additional offices at such other places within or without North Carolina as the Board of Directors may designate.
Section 2.02 Registered Agent
The Organization will designate a person to serve as the registered agent for the State of North Carolina. The Board of Directors may change the person designated as the registered agent from time to time.
Article III MEMBERS
Section 3.01 No Members
The Organization will not have any members.
Article IV BOARD OF DIRECTORS
Section 4.01 Functions of Directors
The Board of Directors (the “Board”) will oversee and advise the operational staff of the Organization, and the Coordinator of the Organization shall report directly to the Board. It may establish such regulations and policies as may be necessary to assure the orderly conduct of the affairs of the organization, provided that the Board shall take no action inconsistent with the Organization’s mission, purpose as stated in the Articles of Incorporations, these Bylaws, and the North Carolina Nonprofit Corporation Code (the “Nonprofit Code”).
Section 4.02 Number of Directors
The Board will consist of not less than three (3) or more than thirteen (13) members. The maximum number of directors may be changed by an amendment to the Bylaws, but any such amendment will not affect the tenure of office of any director, except as provided in Section 4.04. Directors need not be residents of North Carolina.
Section 4.03 Election and Term of Directors
The Board may add additional directors by resolution and majority vote. The terms of any member of the Board added prior to March 27th, 2019 shall end on March 27th, 2020. Each term is for one year, and there are no limitations on the number of terms a director may serve.
Section 4.04 Resignation and Removal
Unless the Nonprofit Code provides otherwise, the Board may remove any director, with or without cause, by the affirmative vote of a two-thirds majority of all of the members of the Board then in office. A director may resign at any time upon written notice to the Secretary. Such resignation will take effect on the date the notice was delivered to the Secretary, unless a later date is specified in the notice. Unless otherwise specified in the notice of resignation, no acceptance of such resignation shall be necessary to make it effective.
Section 4.05 Vacancies
Vacancies existing by reason of resignation, death, incapacity, or removal before the expiration of a term may be filled by an affirmative vote of a majority of sitting directors.
Section 4.06 Meetings
The Board shall hold at least (1) regular meeting annually, which shall be known as the (“Annual Meeting”), per calendar year. Notice of meetings will be communicated two weeks in advance.
The purpose of the Annual Meeting will include (a) the election of directors and officers and (b) transaction of such business as may properly come before the meeting.
The Organization may hold other regular meetings at such time as are affixed by the President or the majority of the Board. Failure to hold an annual meeting does not invalidate the Organization’s existence or affect any otherwise valid corporate acts.
Section 4.07 Special Meetings
The President or any two (2) directors may call a special meeting of the Board at any time. A special meeting of the Board of Directors will be held on such date and at such place as shall be designated in the notice for such meeting.
Section 4.08 Quorum and Voting
Unless a greater proportion of votes is required by law, a quorum shall consist of a majority of the total number of Board directors in office. All decisions will be by majority vote of those present at a meeting, in which a quorum is present.
Section 4.09 Action Without a Meeting
Any action required or permitted to be taken at a meeting of the Board (including amendment of these Bylaws or the Articles of Incorporation) or of any committee, may be taken without a meeting if all the members of the Board or committee consent in writing or email to approve and take the action without a meeting.
Section 4.10 Participation in Meeting by Conference Telephone
Any or all members of the Board may participate in a meeting by conference call, so long as members participating in such meeting can hear one another, and such participation shall constitute presence in person at the meeting.
Section 4.11 Compensation of Directors
Directors shall not be compensated for serving on the Board, but the Organization may reimburse directors for documented reasonable expenses incurred in the performance of their duties to the Organization. In addition, directors who also serve as employees of the Organization may be compensated for their service as employees.
Section 4.12 Formation of Committees
The Board may, by resolution adopted by a majority of the directors then in office, create one or more committees, including an executive committee, each consisting of two or more directors, to serve at the discretion of the Board. Any committee, to the extent provided in the resolution of the Board, shall have all the authority of the Board.
Section 4.13 Non-Liability of Directors
The directors shall not be personally liable for the debts, liabilities, or other obligations of the Organization.
ARTICLE V OFFICERS
Section 5.01 Officers
The officers of the Organization shall be a President, a Vice President, a Secretary, a Treasurer, and such other officers as the Board may designate. Two (2) or more offices may be held by the same person, except the offices of Treasurer and President.
Section 5.02 Election of Officers
Terms of Office: The President, Vice President, Secretary, and Treasurer and other officers, shall serve 1-year terms congruent with directors’ terms, and shall be elected by the Board at its Annual Meeting each year. The terms of office shall expire at the next succeeding Annual Meeting, and will be filled by the Board, at a meeting or by action in writing pursuant to Section 4.09 for a term expiring at the next succeeding Annual Meeting. There shall be no limits on how many terms any person may serve in any office on the board.
Section 5.03 Powers and Duties of Officers
All officers shall have such authority and shall perform such duties as may be provided in these Bylaws or by resolution of the Board:
President: The President will co-chair all meetings of the Board of Directors, perform all duties customary to the office, and will supervise and control all of the affairs of the Organization in accordance with the policies and directives approved by the Board.
Vice President: In the absence of the President, or in the event of the President’s inability or refusal to act, the Vice President will perform the duties of the President and will have all of the powers of and be subject to all restrictions upon the President. The Vice President will perform such other duties and have such other powers as the Board may from time to time prescribe by resolution, or as the President may from time to time provide.
Secretary: The Secretary shall be responsible for the keeping of an accurate record of the proceedings of all meetings of the Board and in general will perform all duties customary to the office of Secretary.
Treasurer: The Treasurer will be responsible for all funds and securities of the Organization. They will keep or cause to be kept complete and accurate accounts of receipts and disbursements of the Organization. Whenever required by the Board or an Officer, the Treasurer shall render a statement of accounts.
Section 5.04 Vacancies, Removals, and Resignation
Protocol for Officer vacancies, resignation and removals should be in congruence with Section 4.04 and Section 4.05.
Section 5.05 Coordinator (Executive Director)
In addition to the other officers of the Organization specified in Section 5.03, the Board will appoint a Coordinator (Executive Director). The Coordinator will be the chief executive officer of the Organization and report to the Board. The Coordinator will, subject to the direction of the Board, (1) be responsible for supervision and management of the business and affairs of the Organization, (2) be responsible for providing leadership and direction to the Organization and (3) establish and maintain management systems needed to ensure and report on the implementation of policies established by the Board.
The Coordinator may be removed, with or without cause, by a two-thirds majority of directors.
Section 5.06 Non-Liability of Officers
The officers shall not be personally liable for the debts, liabilities, or other obligations of the Organization.
ARTICLE VI FINANCIAL ADMINISTRATION
Section 6.01 Fiscal Year
The fiscal year of the Organization shall be January 1 to December 31, but may be changed by resolution of the Board.
Section 6.02 Checks, Drafts, and Contracts
Under the direction of the board, the Coordinator is authorized to sign checks, drafts, or other orders for payment of money; to sign acceptances, notes, or other instruments of indebtedness; to enter into contracts; or to execute and deliver other documents and instruments, on behalf of the Organization.
Section 6.03 Annual Financial Statements
The Coordinator in cooperation with the Treasurer will be responsible for providing financial Statements to and answering Board question and review after the close of each fiscal year. Financial statements will include: (i) significant categories of contributions and other income; (ii) expenses reported in categories corresponding to operational administrative costs and to the description of major programs and activities, and (iii) accurate presentation of all fund-raising.
ARTICLE VII CONFLICTS OF INTEREST
Section 7.01 Interested Party Transactions
Except as described in section 7.02, the Organization will not be a party to any transaction in which one or more of its directors or officers has a material financial interest, or with any corporation, firm, association, or other entity in which one or more directors or officers has a material financial interest.
Section 7.02 Requirements to Authorize Interested Party Transactions
The Organization will not be party to any transaction described in 7.01, unless the Organization enters into the transaction for its own benefit; the transaction is fair and reasonable to the Organization at the time the transaction is entered into; prior to consummating the transaction or any part thereof, the Board authorizes or approves the transaction in good faith by a vote of a majority of directors then in office (without counting the vote of the interested directors), and with knowledge of the material facts concerning the transaction and the interested director’s or officer’s financial interest in the transaction. The minutes of the Board meeting at which such action was taken must reflect the Board considered and made the findings described above.
ARTICLE VIII RECORDS
Section 8.01 Record-keeping
The Secretary or their designee will keep or cause to be kept adequate minutes of all Board or committee, reflecting at a minimum the names of those in attendance, any resolutions passed, and the outcomes of any votes taken.
ARTICLE IX INDEMNIFICATION
Section 9.01 Statutory Mandatory Indemnification
The Organization will indemnify any officer or director against reasonable expenses incurred in connection with any proceeding, claim, suit, or action against the officer or director, to the extent the officer or director was successful in the defense, on the merits or otherwise. Statutory indemnification is applicable to proceedings in which the officer or director was a party to, because the officer or director is or was an officer or director of the Organization.
Section 9.02 Additional Indemnification
The Organization may also indemnify an officer or director against liability incurred in the proceeding, if they are a party to a proceeding because they are or were an officer or director, if the individual:
- Acted in good faith;
- Reasonably believed:
- In the case of conduct in an official capacity, the conduct was in the best interests of the Organization; and
- In all other cases, the individual’s conduct was at least not opposed to the best interests of the Organization; and
- In the case of any criminal proceeding, had no reasonable cause to believe their conduct was unlawful.
Any such determination will be made in accordance with the Nonprofit Code (1) by a majority vote of the disinterested directors, a majority of whom will constitute a quorum for that purpose; (2) by a majority of the members of a committee of two or more disinterested directors appointed by such a vote; (3) if there are no disinterested directors, by special legal counsel selected in the manner prescribed in the Nonprofit Code, provided the special legal counsel determines that indemnification is permissible because the officer or director has met the relevant standard of conduct in these Bylaws and the Nonprofit Code; or (4) by a court of competent jurisdiction.
Unless ordered by a court of competent jurisdiction, the Organization may not indemnify an officer or director, if such indemnification is otherwise prohibited by law.
With respect to any matter disposed of by a settlement or compromise payment by such person, pursuant to a consent decree or otherwise, no indemnification either for said payment or for any other expenses will be provided unless such settlement or compromise payment is approved (1) by a majority vote of the disinterested directors, a majority of whom will constitute a quorum for that purpose; (2) by a majority of the members of a committee of two or more disinterested directors appointed by such a vote; (3) if there are no disinterested directors, by the special legal counsel selected in the manner prescribed in the Nonprofit Code, provided the special legal counsel determines that indemnification is permissible because the officer or director has met the relevant standard of conduct in the Bylaws and the Nonprofit Code; or (4) by a court of competent jurisdiction.
The Organization will have the right to select attorneys and to approve any legal expenses incurred in connection with any suit, action, or proceeding to which this indemnification applies. Unless the Organization waives such right, the Organization will not be required to indemnify any director or officer for expenses of counsel not selected by the Organization.
Section 9.03 Not Exclusive Right
The indemnification provided by these Bylaws will not be deemed exclusive of any other rights that a Director or officer may have under any agreement with the Organization or otherwise.
Section 9.04 Severability
Every provision of this Article 9 is intended to be severable, and if any term or provision is invalid for any reason whatsoever, such invalidity will not affect the validity of the remainder of this Article 9.
ARTICLE X AMENDMENTS OF BYLAWS
Section 10.01 Amendments
These Bylaws may be amended by a majority vote of the entire Board, provided at minimum five (5) days prior notice is given of the proposed amendment, or provided all members of the Board waive such notice, or by unanimous consent in writing without a meeting pursuant to Section 4.09.
ARTICLE XI TAX EXEMPT STATUS
Section 11.01 Maintenance of Tax Exempt Status
The Organization will not carry on any activities not permitted to be carried on: (a) by a corporation exempt from federal income tax under Section 501(c)(3) of the Internal Revenue Code of 1986 (or corresponding provisions of any future United States Internal Revenue Law); or (b) by a corporation, contributions to which are deductible under Sections 170(c)(2), 2055(a)(2), and 2522(a)(2) of the Internal Revenue Code of 1986 (or the corresponding provisions of any future United States Internal Revenue Law).
Section 11.02 Dissolution
In the event of termination, dissolution or winding up of the affairs of the corporation in any manner or for any reason whatsoever, the Directors shall, after paying or making provision for payment of all liabilities of the corporation, distribute all of the remaining assets of the corporation as such Directors may determine among one or more organizations which are then organized and operated for exempt purposes and qualified as exempt organizations under Section 501(c)(3) of the Code and to which contributions are then deductible under Section 170(c)(2) of the Code or to federal, state and local governments to be used exclusively for public purposes
Board of Directors and their officers
- President: Tom Clark
- Director & Vice President: Steven Norris
- Director & Treasurer: Greg Yost
- Director & Secretary: Drew Hudson
- ● Director: Jerome Wagner
- ● Director: Hwa Huang
- ● Director: Gary Grant
- ● Director: Cathy Buckley
- ● Director: Kay Reibold
- ● Director: Mac Legerton
- ● Director: Marvin Winstead