Nonprofit Bylaws

Bylaws
of
Climate Change National Forum and Review, Inc.

*   *   *   *   *

I. NAME & OFFICE

Section 1. Name

The name of this organization is Climate Change National Forum and Review.

Section 2. Principal Office

The organization shall have an office located at the address 1016 East 6 ½ Street, Houston, Texas 77009 in Harris County, Texas. The organization may also have offices at such other places, within or without its state of incorporation, where it is qualified to do business, as its business and activities may require, and as the board of directors may, from time to time, designate.

II. ORGANIZATION PURPOSES

Section 1. IRS Section 501(c)(3) Purposes

The organization has not been formed for the making of any profit or personal financial gain. The assets and income of the organization shall not be distributable to or to the benefit of the trustees, directors, officers, members, or other individuals. The assets and income shall only be used to promote corporate purposes described below. Nothing contained herein, however, shall be deemed to prohibit the payment of reasonable compensation to the directors, members, employees, and independent contractors for services provided for the benefit of the organization. This organization shall not carry on any activity not permitted to be carried on by an organization exempt from federal income tax.
This organization plans to serve as a platform for a national academic and educational discussion on the science and policy implications of climate change. The organization shall not attempt to influence legislation nor participate in any political campaign in any manner. The organization is organized exclusively for scientific and educational purposes.

Section 2. Specific Objectives and Purposes

The specific objective and purpose of this corporation shall be to create, administer, and publish a non-partisan and objective national forum and review website where climate scientists and subject matter and policy experts can come together to educate the American public on the science and policy implications of climate change.

This will be accomplished through two activities.

a. Activity I will focus on the science of climate change only. The specific objective of Activity I is to provide the American public with

(1) an objective examination and explanation of the science of climate change,

(2) a discussion of on-going scientific issues regarding the causes and projections of climate change, and

(3) a review of outside material currently influencing the public’s understanding or misunderstanding of climate change.

This shall be provided by a large and diverse community of climate scientists and their guests. This community of active climate scientists and its guests shall voluntarily contribute the content of this national forum, except as otherwise provided in these bylaws. This content may be organized, edited, and republished by a paid staff of objective journalists in the editor’s section of this national forum. The editor-journalists may contribute their own original content, but only as objective reporters covering this national forum.

b. Although the focus of this national forum may switch to Activity II, Activity I will continue as more scientific studies emerge and the body of science on climate change advances.

c. Any climate scientist that is willing to voluntarily contribute as a columnist to this national forum and can meet the columnist criteria of these bylaws shall be allowed to contribute to this national forum, and thereby become a voting member of this organization. However, if the national forum is nearing maximum capacity, the columnist committee shall have the discretion to deny a climate scientist a place if they believe extending him or her a place would hinder rather than aid this organization in accomplishing its mission and objectives. In this scenario the columnist committee shall not only determine whether a climate scientist meets the columnist criteria, but shall also consider:

(1) whether extending that person a place in the forum would better enable the organization to accomplish its mission and objectives; and

(2) whether denying that person a place would undermine the core, open aspect of this national forum.

d. Activity II will focus on the policy implications of the science. The specific objective of Activity II is to provide the American public with a national policy discussion on what, if anything, can or should be done about climate change based on the science discussed and reviewed by the scientists in Activity I. This national policy discussion shall act as a marketplace of ideas and represent views across the liberal-conservative policy spectrum. A large and diverse community of subject-matter and policy experts and their guests shall voluntarily contribute the content to this national forum, except as otherwise provided in these bylaws. This expanded community of columnists may include, but not be limited to: economists, innovators, engineers, environmentalists, business leaders, subject-matter experts, erudite national commentators, and liberal and conservative policy experts of all kinds. This content may be organized, edited, and republished by a paid staff of objective journalists in the editor’s or journalists’ section of this national forum. The editor-journalists may contribute their own original content, but only as reporters covering this national forum.

e. Any subject matter or policy expert that is willing to voluntarily contribute as a columnist to this national forum and can meet the columnist criteria of these bylaws may be allowed to contribute to this national forum, and thereby become a voting member of Climate Change National Forum and Review. The columnist committee shall first determine whether a person has met the columnist criteria before deciding whether to extend that person a place in the national forum. The columnist committee has the discretion to deny a subject matter or policy expert a place if they believe it would hinder rather than aid this organization in accomplishing its mission and objective.

The columnist committee shall consider:

(1) whether extending that person a place in the forum would better enable the organization to accomplish its mission and objectives; and

(2) whether denying that person a place would undermine the core “open” aspect of this national forum.

f. Although various hypothetical or real policy prescriptions might be discussed, debated on, and advocated on in this national forum by individual columnists, the national forum and organization will remain non-partisan and will never advocate a particular policy or ideology nor attempt to influence legislation.

g. The members of this organization shall comprise of the non-guest columnists that have contributed to the national forum, the existing directors, the creators of the ClimateChangeNationForum.org beta, and all current officers of the organization.

h. The voting members of this organization shall comprise of the existing board members and columnists that have contributed at least once a month on average. Months shall be measured from the time a columnist first becomes a voting member.

i. The publishing life of this national forum and the life of this organization shall last for a period designated by the board.

III. MEETINGS

Section 1. Annual Meeting

An annual members meeting and an annual board of directors meeting shall be held once each calendar year for the purpose of electing directors and for the transaction of such other business as may properly come before the meeting. The Board of Directors’ annual meeting shall be held at a time and place designated by the Board of Directors from time to time. The members’ annual meeting shall be held at a time and place designated by the Executive Director from time to time.

Section 2. Organizational Meeting of the Board

The Board of Directors shall meet immediately or shortly after their election for the purpose of electing the Chairperson of the Board and officers, appointing committee chairpersons, and for transacting such other business as may be deemed appropriate.

Section 3. Special Meetings

Special meetings maybe requested by the Executive Director or any Director. Special meetings are only for the Board of Directors and are not available to members. Special meetings shall be held at a time and place designated by the Board of Directors. Special meetings shall be held for a special purpose and shall never supplant the annual Board of Directors’ meeting. Records of all special meetings shall be kept in the corporate books by the Secretary and sent to the Board of Directors within two weeks after each meeting.

Section 4. Regular Meetings

The Board of Directors shall have regular meetings from time to time, the schedule of which shall be established at the annual meeting or a special meeting, to accomplish the business of the organization. No further notice of regular meetings is required. Records of all regular meetings shall be kept in the corporate books by the Secretary and sent to the Board of Directors within two weeks after each meeting.

Section 5. Notice

Written notice of all the meetings shall be provided under this section or as otherwise required by law. The Notice shall set the place, date, and hour of the meeting. For special meetings, the notice shall also include the special purpose of the meeting. Such notice shall be sent or emailed to all Directors of record at the email address shown on the corporate books at least 10 days prior to the meeting. Such notice shall be deemed effective when mailed to the address or emailed to the email address on the corporate books.

Section 6. Place of Meetings

Meetings shall be held at the corporation’s principle place of business unless otherwise stated in the notice. The place of a meeting can be online.

Section 7. Quorum

a. Board of Directors’ Quorum. A majority of the directors shall constitute a Board of Directors’ quorum. In the absence of a quorum, a majority of directors present may adjourn and reschedule the meeting to another time without further notice. If a quorum is represented at a rescheduled meeting, any business may be transacted that might have been transacted at the meeting as originally scheduled. A Board of Directors’ quorum may continue to transact business until adjournment, even if the withdrawal of some directors results in representation of less than a quorum.

b. Members’ Quorum. The members meet annually to elect the board. At least 1/3 of the members entitled to vote shall constitute a members’ quorum. In the absence of a members’ quorum at the annual members meeting, members present may adjourn and reschedule the meeting to another time without further notice by majority vote; or reelect the existing board of directors by unanimous vote. If a members’ quorum is represented at a rescheduled meeting, any business may be transacted that might have been transacted at the meeting as originally scheduled. A members’ quorum may continue to transact business until adjournment, even if the withdrawal of some members results in representation of less than a quorum.

Section 8. Informal Action

a. Informal Action by the Board of Directors. Any action required to be taken, or which may be taken, at a special or regular meeting, may be taken without a meeting by the executive director if prior notice setting forth the action to be taken is given to the board of directors, and the board unanimously consents to the informal procedure and authorizes the action to be taken. Informal action shall not be used to:

-remove a director;
-increase or decrease board seats;
-change the Articles of Incorporation; or
-take any action that would not comply with the requirements of the 501(c)(3) provisions and other applicable state and federal law.

Records of all informal action shall be kept in the corporate books by the Secretary and sent to the Board of Directors within two weeks after the informal action.

b. Informal Action (Election) by the Members Entitled to Vote. The election of the board at a members’ meeting, may be taken without a meeting, if all directors running for a board seat are running unopposed. Notice setting forth this action to be taken shall be given to all the members entitled to vote. A majority of the voting members must consent to this informal procedure and authorize the action to be taken in a signed email. Records of all informal action shall be kept in the corporate books by the Secretary and sent to the members within two weeks after the informal election.

Section 9. Signatures

Any signature referenced in these bylaws includes written signatures, electronic signatures, email signatures, affirmative replies in emails with or without signature blocks, affirmative replies in emails with or without signature blocks, and the affirmative marking of one’s name or initials in print or online.

IV. DIRECTORS

Section 1. Number of Directors

The corporation shall be managed by a Board of Directors consisting of 3 directors. The number of directors may be increased if all Board of Directors present at a meeting constituting a quorum elect to do so . The number of Directors on the Board shall not exceed 9.

Section 2. Qualifications

Directors must come from the membership of CCNFR.

Section 3. Powers

The activities and affairs of this corporation shall be conducted and all corporate powers shall be exercised by or under the direction of the board of directors, with the exception of the election of the board, which will be conducted by members with voting privileges. Corporate powers of the board of directors are subject to the provisions of the laws of Texas, the articles of incorporation, and these bylaws.

Section 4. Duties

It shall be the duty of the directors to:

a. perform any and all duties imposed on them collectively or individually by law, by the articles of incorporation, or by these bylaws;
b. appoint and remove, employ and discharge, and, except as otherwise provided in these bylaws, prescribe the duties and fix the compensation, if any, of all directors , officers, agents, and employees of the corporation;
c. supervise all officers, agents, and employees of the corporation to assure that their duties are performed properly;
d. meet at such times and places as required by these bylaws;
e. register their addresses or email addresses with the secretary of the corporation, and notices of meetings mailed or emailed to them at such addresses or email addresses shall be valid notices thereof; and
f. assist in the recruitment of a community of columnists that meet the columnist criteria as stated in these bylaws.

Section 5. Election and Term of Office

The directors shall be elected by the members of the organization entitled to vote. Each director shall serve a term of 1 year, or until a successor has been elected and qualified. Members entitled to run in an election shall be any member of CCNFR. Members entitled to vote shall be existing board members and non-guest columnists that have contributed once a month on average, measured from the time they first contribute.

Section 6: Compensation: Limitations and Procedures

a. Any payments or benefits to board members or officers shall be approved in advance in accordance with the corporation’s conflict of interest policy, as set forth in this section and in Article VII Conflict of Interest; Article VIII Period Reviews; Article IX Annual Statements; and Article X Use of Outside Experts.

b. No board member or officer shall receive at any time any of the net earnings or profit from the operations of the organization. However, this shall not prevent the following:

– the payment to any board member or officer of reasonable compensation for services rendered to or for the organization that are beyond those of a mere board member on a passive board; and
– the reasonable advancement or reimbursement of expenses incurred by a board member or officer in the performance of his or her duties.

c. Services rendered that are beyond those of a mere board member on a passive board include contributions as a columnist beyond the minimum number required for members to maintain their voting privileges, time and expenses spent in the effort to recruit other columnists, and the running of day to day operations .

d. No board member shall be compensated for services, time, and expenses spent in fundraising efforts.

e. If a board member is to be compensated and is currently employed by a university or nationally recognized scientific institution due to his or her expertise in science or in a subject or policy area pertinent to the national forum, then compensation, including any benefits, shall be given in the form of a grant to his or her university or scientific institution for his or her time and services rendered to the national forum. Annual compensation for board members employed by a university or nationally recognized scientific institution shall not exceed at the amount that is equal to half of his or her one month’s salary and benefits, paid by the university or nationally recognized scientific institution.

f. If a board member is to be compensated and is not employed by a university or nationally recognized scientific institution, then the annual compensation shall not exceed the amount that is equal to half of the one month’s salary and benefits for the average professor at the closest public tier 1 university with similar expertise.

g. Compensation arrangements shall be decided by the board from time to time.

h. At no time shall compensation of board members exceed 15 percent of the annual budget.

Section 7. Adverse Interest

In the determination of a quorum of the directors, or in voting, the adverse interest of a director shall not disqualify the director or invalidate his or her vote.

Section 8. Procedures: Board Action

The vote of the majority of directors present at a properly called meeting at which a quorum is present shall be an action by the Board of Directors, unless the vote of a greater number is required by law or by these bylaws.

Section 9. Procedures: Emergency Action

Should action be required when it is impossible to assemble the board of directors in a properly called meeting, and the executive director is without the power to take action, written or oral approval authorizing the proposed action may be obtained in a poll of the entire board of directors. If, an insufficient number of board members participate in the poll, then written or oral approval authorizing the proposed action may also be obtained by the chairman of the board. Any such action shall be recorded in the minutes of the next properly called board meeting. Records of all emergency actions shall be kept in the corporate books by the secretary and sent to the board of directors within two weeks after the action.

Section 10. Procedures: Informal Action by the Board of Directors

Any action required to be taken, or which may be taken, at a special meeting or regular meeting, may be taken without a meeting if prior notice setting forth the action to be taken is given to the board of directors, and the board of directors unanimously consent to the informal procedure and authorize the action to be taken. Records of all informal action shall be kept in the corporate books by the secretary and sent to the board of directors within two weeks after the action.

Section 11. Procedure: Removal/Vacancies

A director shall be subject to removal, with or without cause, at a meeting called for that purpose. Any vacancy that occurs on the board of directors, whether by death, resignation, removal or any other cause, maybe be filled by the remaining directors or filled by an interim director elected by the board of directors. At all times, the board of directors shall consist of at least 3 directors. A director elected to fill a vacancy shall serve the remaining term of his or her predecessor, or until a successor has been elected by the members.

Section 12. Standing Committees

There shall be 5 standing committees of the organization:

-the executive committee,
-the science columnist committee,
-the subject matter and policy columnist committee,
-the nominating committee, and
-the fund-raising/public relations committee.

The board of directors may elect a chairman of the board. The chairman of the board may appoint the chairpersons of all committees from the membership of the organization with approval by the board of directors. The board of directors shall elect all other committee officers. If the board of directors do not elect a chairman of the board, do not fill the requisite number of seats to make a committee operational, or do not approve of the chairman’s choice of a chairperson for a particular committee, then the duties of that committee shall fall on the entire board of directors. Additionally, the chairman of the board may decline to appoint the chairperson of a committee. If a chairman declines to appoint the chairperson of a committee, then the duties of that committee fall on the entire board of directors.
All committee appointments shall terminate upon the election of a new chairman of the board, unless specifically determined otherwise at the annual meeting. All committees shall function within the guidelines and budgets established by the board of directors.

a. The Executive Committee. The executive committee shall be composed of the chairman of the executive committee and all non-director officers, as specified herein, and shall have the full authority to undertake the duties and powers of the board as designated by the board of directors, except as prohibited by the bylaws, the articles of incorporation, or any state law or federal law regarding 501(c)(3) nonprofit organizations. All major actions of the executive committee shall be reported to the board at its next meeting.

b. The Science Columnist Committee. The science columnist committee shall only consist of members that have contributed as science columnists. This committee must have at least two officers to operate. The science columnist committee shall decide which climate scientists to offer or grant columnist membership to. The science columnist committee shall only offer or grant columnist membership to climate scientists that meet the science columnist criteria. Any climate scientist can apply for columnist membership in the organization. Before extending an offer of admission or granting admission into the science columnist community, the science columnist committee shall decide whether the climate scientist meets the science columnist criteria. If a majority of the committee decides that the climate scientist meets the criteria, then the committee shall grant him membership and a presence in the national forum. However, if the national forum is nearing maximum capacity, the columnist committee shall have the discretion to deny a climate scientist a place if they believe extending him or her a place would hinder rather than aid this organization in accomplishing its mission and objectives. The columnist committee shall consider:

(1) whether extending that person a place in the forum would better enable the organization to accomplish its mission and objectives; and

(2) whether denying that person a place would undermine the core “open” aspect of this national forum.

c. The Subject Matter and Policy Columnist Committee. The subject matter and policy columnist committee shall only comprise of members. This committee must have at least two officers to operate. The subject matter and policy columnist committee shall decide which persons to offer or grant columnist membership to. The committee shall only offer or grant columnist membership to persons that can meet the subject matter and policy columnist criteria. Any subject matter or policy expert can apply for columnist membership in the organization. Before extending an offer of admission or granting admission into the subject matter and policy columnist community, the subject matter and policy columnist committee shall decide whether the person meets the subject matter and policy columnist criteria. If a majority of the committee decides that the subject matter or policy expert meets the criteria, then the committee may offer or grant him membership and a presence in the national forum. The columnist committee has the discretion to deny a subject matter or policy expert a place if they believe it would hinder rather than aid this organization in accomplishing its mission and objective. The columnist committee shall consider (1) whether extending that person a place in the forum would better enable the organization to accomplish its mission and objectives and (2) whether denying that person a place would undermine the core “open” aspect of this national forum. Persons invited by the subject matter and policy columnist committee may only contribute during Activity II. This committee shall build a community that can provide the American people with a marketplace of ideas on what can or should be done about climate change based on the science discussed and reviewed by the scientists, and ensure there is a diversity of views across the liberal-conservative policy spectrum being represented.

d. The Nominating Committee. The nominating committee shall nominate, at least 60 days prior to the annual members’ meeting, a slate of qualified candidates for the board positions whose terms are to expire or are vacant, and immediately give notice to all members. Members entitled to vote shall have 30 days, starting from the time the above notice was sent, to nominate additional candidates to run in the election of the board and give notice of such to the nominating committee. At the close of this 30 day window, the nominating committee shall then add all qualified candidates to the original slate and give notice to all members of the final slate at least 20 days prior to the annual members’ meeting . To be a qualified candidate, the person must be a member, have not nominated him or herself, and intend to serve if elected. This committee must have at least three officers to operate.

e. The Fund-raising and Public Relations Committee. The fund-raising/public relations committee shall approve all major public relation products before they are sent out or published online. The fundraising/public relations committee shall also determine whether to accept any corporate sponsorship and any financial contribution that could possibly:

(1) undermine the journalistic objectivity of this national forum in reality or in perception; or
(2) open the forum to partisan attack.

Section 13. Board Action to Overturn Action by a Standing Committee

An action by the board of directors, as defined by Article IV, Section 8, can overturn a committee action.

Section 14. Budgets

The board of directors shall approve the annual budget of the organization during the first quarter of each calendar year.

Section 15. Personal Responsibilities

The board of directors may employ and discharge the employees of the organization and may prescribe their duties and compensation, except as otherwise stated in the bylaws. The board of directors shall never attempt to influence the editors’ decision on which content to run in the editor’s section, nor infringe on the editors’ independent duty to objectively cover this national forum as journalists. The board shall discharge its duties with respect to personnel organizational matters without regard to age, sex, race, color, creed, sexual orientation, or the national origin of any person.

Section 16. Records.

Every director shall have the absolute right at any reasonable time to inspect and copy all books, records and documents of every kind and to inspect the physical properties of the organization.

V. MEMBERS

Section 1. Members

The members of this organization shall comprise of the non-guest columnists that have contributed to the national forum, the existing directors, the creators of the ClimateChangeNationForum.org beta, and all current officers of the organization.

Section 2. Members Entitled to Vote

Members entitled to vote in the election of the board shall comprise of the existing directors and non-guest columnists that have contributed an average of once a month, measured from the time they have been a member. Contributions in commenting sections, other than the review section, will not be counted as contributions for the purpose of maintaining voting privileges. Multiple contributions under a single review in the review section shall constitute one contribution.

Section 3. Columnist Criteria

a. Science Columnist Criteria (Activity I): The criteria that one must meet to be offered an invitation to serve as a science columnist, to be granted admission as a science columnist, or to continue contributing as a science columnist are as follows:

-must be open minded;
-must have a demonstrated commitment to accuracy;
-must express his or her personal opinion only and refrain from speaking for or on behalf of any organization; and
-must have adequate expertise in an area of climate science.

b. Subject Matter and Policy Columnist Criteria (Activity II): The criteria one must meet to be offered an invitation to serve as a subject matter or policy columnist, to be granted admission as a subject matter or policy columnist, or to continue contributing as a subject matter or policy columnist are as follows:

-must base their subject matter and policy position on climate science that has been discussed or reviewed by the science columnists;
-must have a commitment to accuracy;
-must have some expertise in energy, economic, environmental or national policy, or any area or field directly or indirectly related to these policy areas.

Section 4. Guest Columnists.

Board members, officers, columnist-members, and editors may invite any person to contribute as a guest columnist. Contributing as a guest columnist does not make that columnist a member of the organization. Guest columnists will be able to contribute 5 times to the forum, unless otherwise extended by the board member or applicable committee or editor that originally invited the guest columnist. Such an extension can be overruled by a board action. Contribution by guest columnists in a commenting section outside of the review section will not be counted as a contribution in the tallying the number of contributions of guest columnists. Multiple contributions under a single review in the review section shall be counted as one contribution in tallying this number. Guest columnists that are not already member-columnists shall be identified as “Guest Columnists” in this national forum. The only criterion for being a guest columnist is that the person:

-must base their subject matter and policy position on the climate science discussed or reviewed by the climate scientists unless they are a published scientist or have published a book addressing the science of climate change.

Section 5. Procedure: Action by the Members

Members entitled to vote shall elect the board of directors at the annual members meeting. The vote of a majority of members entitled to vote at a properly called meeting at which a quorum is present shall be the action by the members.

Section 6: Procedure: Informal Action (Election) by the Members Entitled to Vote.

The election of the board at a members’ meeting, may be taken without a meeting, if all directors running for a board seat are running unopposed. Notice setting forth this action to be taken shall be given to all the members entitled to vote. A majority of the voting members must consent to this informal procedure and authorize the action to be taken in a signed email. Records of all informal action shall be kept in the corporate books by the secretary and sent to the members within two weeks after the informal election.

Section 7. Procedure: Nomination of Candidates for Board Positions.

A member that is entitled to vote may nominate another member to run as a candidate in the election of the board by submitting the name of the nominee to the nominating committee chairperson or, in the absence of a committee, to the executive director within 30 days after notice of the nominating committee or board’s initial slate of candidates. If the proposed nominee is a qualified candidate, then the chairperson or executive director, whichever is the case, shall include the name of the nominee on the final slate of candidates and provide notice of the final slate to the members at least 20 days before the annual members meeting. To be a qualified candidate, the person must be a member, have not nominated him or herself, and intend to serve if elected. Members entitled to vote may nominate a maximum of two candidates.

Section 8. Removal from Membership and Columnist Community.

Members that are science columnists shall be subject to removal from the community by the science columnist committee.
Members that are subject matter or policy columnists shall be subject to removal from the community by the subject matter and policy columnist committee.
Causes of removal of member-columnists from the columnist community are limited to the following:

a) failure to meet the columnist criteria for members;
b) continual failure to demonstrate courtesy and respect to other columnists; or
c) continual failure to refrain from personally attacking other columnists.
When a columnist or member is removed, reasons for removal shall be stated in the corporate records and communicated to the person being removed.
Former members that have been removed from the columnist community may still be able to contribute as guest columnists, if invited to contribute as a guest columnist by a director, officer, columnist with voting privilege, or editor.

VI. OFFICERS

Section 1. Number of Officers.

The officers of the organization shall be the board members, the committee chairpersons and committee members, the secretary, the treasurer, and the executive director. Two or more offices may be held by one person.

a. Directors. See Article IV.

b. Executive Director. The executive director shall be the chief executive officer and shall preside at all the meetings of the board of directors and its executive committee. The executive director shall run the non-editorial day to day operations of the organization.

c. Secretary. The secretary shall give notice of all meetings of the board of directors, executive committee, and members. The secretary shall keep an accurate list of all the directors and members, and shall have the authority to certify any records, or copies of records, as the official records of the organization. The secretary shall maintain the minutes of the board of directors’ meetings, members meetings, and all committee meetings.

d. Treasurer. The treasurer shall be responsible for conducting the financial affairs of the organization as directed and authorized by the board of directors or executive committee, and shall make reports of corporate finances as required, but not less often than at each annual meeting of the board of directors.

Section 2. Terms of Office.

The officers shall be elected annually by the board of directors at the first meeting of the board of directors. Each officer shall serve a one year term or until a successor has been elected and qualified.

Section 3. Elections.
The board of directors will be elected by the members entitled to vote. All other officers will be elected or appointed by the board.

a. Election of the Board. The nominating committee shall nominate, at least 60 days prior to the annual members’ meeting, a slate of qualified candidates for the board positions whose terms are to expire or are vacant, and immediately give notice to all members. Members entitled to vote shall have 30 days, starting from the time the above notice was sent, to nominate additional candidates to run in the election of the board and give notice of such to the nominating committee. At the close of this 30 day window, the nominating committee shall then add all qualified candidates to the original slate and give notice to all members of the final slate at least 20 days prior to the annual members’ meeting . To be a qualified candidate for a director position, the person must be a member, have not nominated him or herself, and intend to serve if elected. This committee must have at least three officers to operate.

b. Election of the Other Officers. The nominating committee shall nominate, at least 10 days prior to the annual board of directors meeting, a slate of qualified candidates for the non-director officer positions whose terms are to expire or are vacant, and immediately give notice to the board. To be a qualified candidate for an officer position other than board member, the person must be a member and shall intend to serve if elected. However, there is an exception for the executive director. To be a qualified candidate for the executive director position, the person shall intend to serve if elected and need not be a member.

Section 4. Removal or Vacancy.

The board of directors shall have the power to remove an officer or agent of the corporation. Any vacancy that occurs for any reason may be filled by the board of directors.

VII. CONFLICT OF INTEREST POLICY

Section 1. Purpose of Conflict of Interest Policy (IRS Sample)

The purpose of the conflict of interest policy is to protect this tax-exempt organization’s interest when it is contemplating entering into a transaction or arrangement that might benefit the private interest of an officer or director of the organization or might result in a possible excess benefit transaction. This policy is intended to supplement and not replace any applicable state and federal law governing conflict of interests applicable to nonprofit and charitable organizations. Article IV, Section 6, titled “Compensation: Limitations and Procedures” is encompassed within the conflict of interest policy of this organization.

Section 2. Definitions

a. Interested Person. Any director, principal officer, member of a committee with governing board delegated powers, or any other person who is a “disqualified person” as defined in Section 4958(f)(1) of the Internal Revenue Code and as amplified by Section 53.4958-3 of the IRS Regulations, who has a direct or indirect financial interest, as defined below, is an interested person.

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

-an ownership or investment interest in any entity with which the corporation has a transaction or arrangement;
-a compensation arrangement with the corporation or with any entity or individual with which the corporation has a transaction or arrangement; or
-a potential ownership or investment interest in, or compensation arrangement with, any entity or individual with which the corporation is negotiating a transaction or arrangement.
Compensation includes direct and indirect remuneration as well as gifts or favors that are not insubstantial. A financial interest is not necessarily a conflict of interest. Under Section 3, paragraph B, a person who has a financial interest may have a conflict of interest only if the governing board or applicable committee decides that a conflict of interest exists.

Section 3. Conflict of Interest Avoidance Procedures

a. Duty to Disclose. In connection with any actual or possible conflict of interest, an interested person must disclose the existence of the financial interest and be given the opportunity to disclose all material facts to the directors and members of committees with governing board delegated powers considering the proposed transaction or arrangement.

b. Determining Whether a Conflict of Interest Exists. After disclosure of the financial interest and all material facts, and after any discussion with the interested person, he or she shall leave the governing board or committee meeting while the determination of a conflict of interest is discussed and voted upon. The remaining board or committee members shall decide if a conflict of interest exists.

c. Procedures for Addressing the Conflict of Interest. An interested person may make a presentation at the governing board or committee meeting, but after the presentation, he or she shall leave the meeting during the discussion of, and the vote on, the transaction or arrangement involving the possible conflict of interest.

The chairperson of the governing board or committee may, if appropriate, appoint a disinterested person or committee to investigate alternatives to the proposed transaction or arrangement.
After exercising due diligence, the governing board or committee shall determine whether the 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. If a more advantageous transaction or arrangement is not reasonably possible under circumstances not producing a conflict of interest, the governing board or committee shall determine by a majority vote of the disinterested directors whether the transaction or arrangement is in the 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.

d. Special Procedure that Avoids a Conflict of Interest. A compensation arrangement between the organization and a board member, in the form of a grant to the university that the board member is employed by, and which complies with Article IV, Section 6 “Compensation: Limitations and Procedures,” shall not give rise to an actual or possible conflict of interest, and the avoidance procedures established in Section 3, paragraph B, shall not be required. In such a scenario, Article IV, Section 6 acts as a separate and sufficient conflict of interest avoidance procedure.

e. Violations of the Conflict of Interest Policy. If the governing board or committee has reasonable cause to believe a member has failed to disclose an actual conflict of interest, it shall inform the member of the basis for such belief and afford the member an opportunity to explain the alleged failure to disclose. If, after hearing the member’s response and after making further investigation as warranted by the circumstances, the governing board or committee determines the member has failed to disclose an actual conflict of interest, it shall take appropriate disciplinary and corrective action.

VIII. ANNUAL STATEMENTS

Each director, principal officer and member of a committee with governing board delegated powers shall annually sign a statement which affirms such person:

a. has received a copy of the conflict of interest policy,
b. has read and understands the policy,
c. has agreed to comply with the policy, and
d. understands the organization is charitable and in order to maintain its federal tax exemption it must engage primarily in activities which accomplish one or more of its tax-exempt purposes.

IX. PERIOD REVIEWS

To ensure the organization operates in a manner consistent with charitable purposes and does not engage in activities that could jeopardize its tax-exempt status, periodic reviews shall be conducted. The periodic reviews shall, at a minimum, include the following subjects:

a. whether compensation arrangements and benefits are reasonable, based on competent survey information, and the result of arm’s length bargaining; and

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

X. USE OF OUTSIDE EXPERTS

When conducting the periodic reviews as provided for in Article VII, the organization may, but need not, use outside advisors. If outside experts are used, their use shall not relieve the governing board of its responsibility for ensuring periodic reviews are conducted.

XI. DEFINITIONS TO GUIDE LAWFUL COMPLIANCE

All definitions listed in ‘Appendix A: Sample Conflict of Interest Policy,’ on the IRS website (http://www.irs.gov/instructions/i1023/ar03.html) as of the date Feb. 28, 2013, are hereby incorporated by reference by Article XI.

XII. PUBLISHING AND EDITING

Section 1. Publishing and Editing.

a. Blogging Section. The blogging section shall be comprised of the columnists’ individual blogs. Columnists shall have direct publishing privileges in their own blogs. Editors shall not edit the blog of a columnist, except for cases of profanity or gross personal attacks. However, editors may edit the blog of a columnist if requested to do so by that columnist. The blogging section is the columnists’ domain. Columnists may wish to submit their material to be edited by the editorial staff prior to publishing. Editors may edit such material for grammar and spelling, clarity, style, brevity, and readability, but never substance. The editing of individual columnists’ blogs is subordinate to the organizing and editing of content for the editor’s section. Editors will edit the blogging section as their time allows.

b. Review Section. The review section shall be comprised of outside material posted by the editors for the purpose of review, scrutiny, and commentary by the community of columnists. The community of columnists shall comment under the posted outside material in the commenting section of the review section. Editorial staff shall only post outside material that

(1) is currently influencing the public’s understanding or misunderstanding of climate change,

(2) clearly complies with the “the fair use of copyrighted material” provisions of 17 U.S.C. § 107 , and

(3) complies with all other state and federal laws regarding copyright and intellectual property.

c. Commenting Sections. The commenting sections are those areas under a columnist’s post, editor’s post, or review post, where columnists post comments. The commenting sections shall be open to all columnists, except as otherwise provided in Article XII, Section 1(d). Editors shall not edit the commenting sections except in cases where a columnist has personally attacked another columnist or has been profane.

d. Division of Science and Policy. Columnists’ blogs, forum discussions, and reviews, and any coverage thereof, where the science is being examined, explained, discussed, or debated, shall only be open to the scientist columnists, the guests of the scientist columnists or editors, and any guest columnist that is a published scientist or author of a book on climate change. Columnists’ blogs, forum discussions, and reviews, and any coverage thereof, on the policy implications of climate change, shall be open to all columnists.

e. Editor’s Section. The editor’s section shall be comprised of content originally published in all areas of the site and which the editors have selected, edited, and republished, as well as the editor’s own coverage of this national forum. The editors may edit the originally published content for style, brevity, organization, but never substance. That is, substance can be edited for brevity, but that substance shall never be altered. The original authors of the republished content in this forum section shall be attributed, and the edited and re-published content will be identified as content edited by the editorial staff. Original authors of the republished content shall have the authority to require the editors to take down their content and re-edit it in accordance with the purposes of this national forum and the highest standards of objective journalism. Original authors of the content may do this multiple times, but cannot otherwise prevent the editors from publishing the content in the editor’s section. The editors will be covering this national forum as objective journalists. The editor’s section is the editors’ domain.

Section 2. Responsibilities of the Editor(s).

The editors are responsible for covering this national forum as objective new media journalists with the highest integrity. The editors are responsible for ensuring that content in the editor’s section is published in an expedited and organized manner, free of grammatical and spelling errors, and capable of being understood by someone with a 8th grade level understanding of science. Editors may edit a columnist’s content for grammar and spelling, style, brevity, and clarity, but never substance. That is, the substance may be edited for brevity, but the substance can never be altered. The editors’ number one duty is to cover this national forum as objective journalists and ensure that the website is organized and the editor’s section is readable and accessible to the target audience. Editors shall preserve the original content that they are editing. Mistakes by the editors shall be publically acknowledged in accordance with the practices of reporters and highest standard of objective journalism. Complaints by the columnists of an editor’s work or method shall go to the editors or to the executive director. Editors may contribute their own original content, but only as reporters covering this national forum.

Section 3. Intellectual Property.

The Climate Change National Forum and Review does not seek and relinquishes any intellectual property interest it may have in materials produced by its columnists and members.

Section 4. Trademark.

The titles “Climate Change National Forum and Review,” “Climate Change National Forum,” “National Forum and Review on Climate Change,” and “National Forum on Climate Change,” are the brand names of this organization and used to identify this organization. This organization shall federally register these brand names when the board elects to do so.

XIII. CORPORATE SEAL, EXECUTION OF INSTRUMENTS

The corporation shall not have a corporate seal. All instruments that are executed on behalf of the corporation which are acknowledged and which affect an interest in real estate shall be executed by the chairman of the board or the executive director and secretary or the treasurer. All other instruments executed by corporation, including a release of mortgage or lien, may be executed by the chairman of the board or executive director. Notwithstanding the preceding provisions of this section, any written instrument may be executed by any officer(s) or agent(s) that are specifically designated by resolution of the board of directors.

XIV. AMENDMENT TO BYLAWS

The bylaws may be amended, altered, or repealed by the board of directors by a majority vote at any meeting constituting a quorum. Amendment or alteration of the bylaws may be done in an informal action, so long as the change does not:

(1) increase or decrease the maximum or minimum number of board seats;
(2) possibly prevent the organization from complying with the 501(c)(3) provisions or any other applicable state and federal law; or
(3) alter a person’s indemnification rights under article XV.
The text of the proposed change shall be distributed to all board members at least (10) days before the meeting or proposed informal action.

XV. INDEMNIFICATION

Any director, officer, or editor who is involved in litigation by reason of his or her position as a director or officer of this corporation or editor of this organization, shall be indemnified and held harmless by the corporation solely to the fullest extent authorized by law as it now exists or may subsequently be amended (but, in the case of such amendment, only to the extent that such amendment permits the corporation to provide broader indemnification rights).

XVI. DISSOLUTION

In the event the dissolution of the organization, the assets shall be applied and distributed as follows:
All liabilities and obligations shall be paid, satisfied and discharged, or adequate provision shall be made thereof. Assets not held upon a condition requiring return, transfer, or conveyance to any other organization or individual shall be distributed, transferred, or conveyed, in trust or otherwise, to a charitable and educational organization, organized under Section 501(c)(3) of the Internal Revenue Code of 1986, as amended, of a similar or like nature to this organization, as determined by the Board of Directors.


 

Certification:

I certify that the foregoing is a true and correct copy of the bylaws of the above-named corporation, duly adopted by the initial board of directors on February 28, 2013.

<signed>

Dr. John Nielsen-Gammon

Mr. Tracy Hester, Esq.

Dr. Barry Lefer