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BYLAWS OF GREEN RIVER FUTURES, INC.
As Amendment February 19, 2008
ARTICLE I - ORGANIZATION, PURPOSES, OFFICES AND AGENT
Section 1. Name And Description. The name of this corporation shall be Green River Futures, Inc. Green River Futures, Inc. is a nonprofit public benefit corporation organized and existing under and by virtue of the Wyoming Nonprofit Corporation Act, W.S. §17-19-101 et seq.
Section 2. Purpose. The purpose for which Green River Futures, Inc. is organized is to promote economic growth, economic diversity and economic prosperity in and around the City of Green River, Wyoming.
Section 3. Offices. The principal office and place of business of Green River Futures, Inc. shall be located at 400 North 1st East Street, Green River, Wyoming 82935. The mailing address of the current registered office of the corporation is at P.O. Box 130, Green River, Wyoming 82935. A registered office of the corporation shall be continually maintained in the State of Wyoming and may be, but need not be, the same as the principal office and place of business of the corporation in the State of Wyoming. The location of the registered office may be changed from time to time by the Board of Directors.
Section 4. Registered Agent. The current registered agent for service of process at the registered office of the corporation is the President. A registered agent for service of process shall be continually maintained in the State of Wyoming and the registered agent’s address shall be the same as the address of the registered office of the corporation. The identity of the registered agent may be changed from time to time by the Board of Directors, so long as the address of the registered agent and the address of the registered office of the corporation remain the same.
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ARTICLE II - MEMBERS
W. S. Section 17-19-603 specifically provides that a Wyoming nonprofit corporation is not required to have members. Green River Futures, Inc. shall have no shareholders, and any members shall have equal voting rights regardless of the amount of their membership dues.
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ARTICLE III - BOARD OF DIRECTORS
Section 1. Number of Directors. The business and affairs of this corporation shall be organized, managed and controlled by a Board of Directors consisting of not less that five (5) and not more than nine (9) directors.
Section 2. Qualifications And Manner Of Selection. The Board of Directors of Green River Futures, Inc. shall be a self-perpetuating board. The initial Board of Directors shall consist of seven (7) directors, who shall serve as follows:
a. Two Directors shall be members of and shall be selected by the Governing Body of Green River. Said Directors shall each serve an initial term of two years.
b. Two Directors shall each serve the same initial two year term as the two Directors selected by the Governing Body of Green River.
c.Three Directors shall each serve an initial term of one year. Thereafter, said Directors shall each serve terms of two years.
The purpose of the above established terms is to provide continuity on the Board of Directors. At the second to last regular meeting prior to expiration of the term of any Director(s), the Directors currently holding office shall elect, by majority vote, replacement Director(s) for the director(s) whose terms are expiring. If a person thus elected refuses or declines to serve on the Board for any reason, the Board of Directors currently holding office shall meet immediately to elect a replacement.
Section 3. Terms Of Office. Directors elected by the Board pursuant to Section 2 above shall serve a term beginning on July 1st and expiring June 30th. Directors may be elected for successive terms.
Section 4. Removal. Any director elected by the Board pursuant to Section 2 above may be removed with or without cause by vote of more than one-half of the directors currently holding office. Any Director appointed by the Governing Body of Green River may be removed with or without consent of the Governing Body.
Section 5. Resignations. Any Director may resign at any time. Such resignation shall be made in writing and shall take effect at the time specified therein; and if no time is specified, at the time of its receipt by the President or Secretary/Treasurer. The acceptance of a resignation shall not be necessary to make it effective.
Section 6. Vacancies. Any vacancy in the Board of Directors shall be filled by the affirmative vote of a majority of the remaining Directors.
Section 7. Powers Of Directors. In addition to the powers and authorities expressly conferred upon the Directors by these By-Laws and by the Articles of Incorporation of this corporation, the
Directors are hereby empowered to exercise all such powers and to perform all such acts as may be exercised or performed by them pursuant to the laws of the State of Wyoming, subject to any exceptions and restrictions contained in these By-Laws and the Articles of Incorporation of this corporation.
Section 8. Duties Of Directors. All Directors shall perform their duties as Directors, as set forth herein and pursuant to the laws of the State of Wyoming, including their duties as members of any committee of the Board upon which they may serve, in good faith, in a manner they reasonably believe complies with these by-laws and furthers the purpose of Green River Futures, Inc. Directors shall exercise the care an ordinarily prudent person in a like position would exercise under similar circumstances. In performing their duties Directors may rely on such information, opinions, reports or statements, including financial statements and other financial data as an ordinarily prudent person would rely on. All Directors shall be held harmless for acts taken by them in good faith.
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ARTICLE IV - MEETINGS OF BOARD OF DIRECTORS
Section 1. Regular And Annual Meetings Of Board Of Directors. Regular meetings of the Board of Directors shall generally be held at 5:00 p.m. on the third Tuesday of each month at the offices of the organization or other location and time as determined by the President without further notice. The regular meeting held in November of each year shall be the annual meeting. The Board of Directors may provide, by Resolution or otherwise, the time and place within the State of Wyoming for the holding of additional regular meetings without other notice than said Resolution or other action. At an annual meeting, the Board of Directors shall elect Officers. At said annual meetings and other regular meetings the Board of Directors shall transact such other business as may come before the Board.
Section 2. Special Meetings. Special meetings of the Board of Directors, for any purpose or purposes, unless otherwise prescribed by the laws of the State of Wyoming, may be called at any time by or at the request of the Presient or any Director. The person or persons calling a special meeting of the Board of Directors may designate any place within the State of Wyoming as the place for holding any such special meeting of the Board of Directors called by them.
Section 3. Notice Of Meetings. No notice of any regular meeting of the Board of Directors need be given other than that which is provided in these By-Laws or in the Resolution or other action of the Board of Directors, as set forth above. Notice of any special meeting shall be given at least two days prior thereto by written or printed notice stating the place, day and hour of such special meeting and the purpose or purposes for which such meeting is called, which shall be delivered to each Director, either personally or by mail. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail addressed to the Director at the Director’s business or home address as it appears on the books of the corporation, with postage thereon prepaid.
Section 4. Waiver Of Notice. Any Director who is entitled to receive notice of a special meeting may waive said notice of the meeting, either before or after such special meeting, by signing a written waiver of notice of such meeting; and this waiver shall be deemed to be the equivalent of said Director having duly received notice of such meeting. Attendance at a special meeting of the Board of Directors of a person entitled to such notice shall constitute a waiver of notice of the meeting unless said Director attends for the express purpose of objecting to the transaction of business on the ground that the special meeting was not lawfully called or convened. When all of the members of the Board of Directors of the corporation are present at any special meeting, or if those not present sign in writing a waiver of notice of such meeting, the business transacted at such special meeting shall be as valid as if had at a special meeting duly called and noticed pursuant to these By-Laws and the laws of the State of Wyoming.
Section 5. Quorum. The presence of a majority of the number of Directors fixed by these By-Laws constitutes a quorum for the transaction of business at any meeting of the Board of Directors.
Section 6. Board Decisions. At all meetings of the Board of Directors at which a quorum is present, all questions and issues shall be decided by the affirmative vote of a majority of the members of the Board of Directors present at such meeting; and the same shall be the act of the Board of Directors for all purposes, except when otherwise provided by these By-Laws or the laws of the State of Wyoming.
Section 7. Action Without A Meeting. Any action required to be taken at a meeting of the Board of Directors, or any other action which may be taken at a meeting of the Board of Directors, may be taken without a meeting if a consent in writing, setting forth the actions so taken, shall be signed by all of the members of the Board of Directors; and such consent shall have the same force and effect as a unanimous vote of all of the members of the Board of Directors.
Section 8. Presumption Of Assent. All Directors of the corporation who are present at a meeting of the Board of Directors at which action on any corporate matter is taken are presumed to have assented to the action unless their dissent is entered in the minutes of the meeting or unless they file a written dissent to such action with the Secretary of the meeting before the adjournment thereof. The right to dissent does not apply to a Director who voted on the prevailing side.
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ARTICLE
V - OFFICERS
Section 1. Officers. The officers of the corporation shall be a Chairperson of the Board of Directors, a Vice-Chairpserson, a Secretary/Treasurer and a President, each of whom shall be appointed by the Board of Directors. Other than the President, the officers of the corporation shall be appointed annually by the Board of Directors at the annual meeting of the Board of Directors. If the appointment of officers shall not be done at such meeting, such appointment shall be done as soon thereafter as may be convenient. New offices may be created and filled at any meeting of the Board of Directors. Any two or more offices may be held by the same person, except the offices of President and Secretary/Treasurer. Each officer shall hold office until a successor shall have been duly appointed and qualified.
Section 2. Removal. Any officer may be removed by the Board of Directors whenever, in their judgment, the best interests of the corporation will be served thereby. The appointment of a person as an officer of this corporation shall not of itself create any contract rights.
Section 3. Vacancies. A vacancy in any office because of death, resignation, removal, disqualification or otherwise, may be filled by the Board of Directors for the unexpired portion of the term.
Section 4. Chairperson Of The Board Of Directors. The Chairperson of the Board of Directors shall be elected by the existing Directors from among their members at the annual meeting, and shall preside over the Board of Directors meetings. The Vice-Chairperson shall have all the responsibilities and authority as acting Chairperson when the Chairperson is not present.
Section 5. Presient. The Presient shall be the principal executive officer of the corporation and, subject to the control of the Board of Directors, shall, in general, supervise and control all of the business and affairs of the corporation. The President shall attend all meetings of the Board of Directors and in general he shall perform all duties incident to the office of the President and such other duties as may be prescribed by the Board of Directors from time to time. The President shall serve as recording secretary at all board meetings and prepare all retain official minutes of the corporation and see that all notices are duly given in accordance with the provisions of these By-Laws or as required by law; be custodian of the corporate records.
Section 6. Secretary/Treasurer. The Secretary/Treasurer shall be in charge and custody of and be responsible for all funds and securities of the corporation; receive and give receipts for monies due and payable to the corporation from any source whatsoever, and deposit all such monies in the name of the corporation in such banks, trust companies or other depositaries as shall be selected in accordance with the provisions of these By-Laws and in accordance with the laws of the State of Wyoming; and in general, perform all of the duties incident to the office of Secretary/Treasurer and such other duties as from time to time may be assigned to the said
Secretary/Treasurer by the President or by the Board of Directors. If required by the Board of Directors, the Secretary/Treasurer shall be bonded at the expense of the corporation for the faithful discharge of these duties in such sum and with such surety or sureties as the Board of Directors shall determine.
Section 7. Delegation Of Duties. Whenever an officer is absent, or whenever for any reason the Board of Directors may deem it desirable, the Board of Directors may delegate the powers and duties of an officer to any other officer or officers or to any Director or Directors.
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ARTICLE VI - TRANSACTION OF BUSINESS
Section 1. General Principles. Business shall be transacted by the corporation in accordance with and in furtherance of the corporate purposes as set out in Article I, Section 2 hereof, and in accordance with this Article VI of the corporate bylaws.
Section 2. Earmarked Donations. Whenever donors specify how their donations and contributions are to be used by Green River Futures, Inc., if possible their directions shall be followed by the Board of Directors.
Section 3. Holdings And Corporate Investments. Money and property received by Green River Futures, Inc. but not given out in furtherance of corporate purposes shall be held and invested by the Board of Directors in a prudent manner. The Board of Directors may engage professional services to assist it in fulfilling its investment duties. In furtherance of said duties the Board of Directors shall have the power to purchase, take, receive, lease or otherwise acquire, own, hold, improve, use and otherwise deal in and with, real or personal property, or any interest therein, wherever situated; and to sell, convey, mortgage, pledge, lease, exchange or transfer the corporation's property and assets, subject to the limitations and conditions contained herein in Section 4 of this Article VI.
Section 4. Execution Of Instruments. The Board of Directors may authorize any Officer or Officers to enter into any contract or to 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. All checks, drafts or other 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 of the corporation and in such manner as shall from time to time be determined by Resolution of the Board of Directors.
Section 5. Deposit Of Funds. All funds of the corporation not otherwise employed shall be deposited from time to time to the credit of the corporation in such banks, trust companies or other depositaries as the Board of Directors may select.
Section 6. Books, Records And Financial Statements. The Board of Directors, or such Officer or other person as they may designate, shall keep correct and complete books and records of account of the corporate business and affairs, and shall keep and present a financial statement at the annual meeting of the Board of Directors, including any operating or profit and loss statements, together with an assessment of all assets and liabilities. Any books, records and financial or other statements may be in written form or in any other form capable of being converted into written form within a reasonable time.
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ARTICLE VII - COMMITTEES
The Board of Directors may, by Resolution or otherwise, designate one or more Committees to assist in the management of the corporation. Each such Committee shall continue for such term and shall have such duties and powers as determined by the Board of Directors. All Committees shall keep complete minutes and records of their actions and proceedings and shall report the same to the Board of Directors as required from time to time. Committee members are not required to be corporate Directors.
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ARTICLE VIII - FISCAL YEAR
The fiscal year of this corporation shall begin on the first day of January and end on the 31st day of December in each and every year.
ARTICLE IX - CORPORATE SEAL
The Board of Directors may provide a corporate seal. If so it shall be circular in form and shall have inscribed thereon the name of the corporation, Green River Futures, Inc., and the state of incorporation, Wyoming, and the words “Corporate Seal.”
ARTICLE X - AMENDMENTS
These By-Laws may be altered, amended or repealed and new By-Laws may be adopted by the affirmative vote of more than one-half of the full Board of Directors.
ARTICLE XI - DISSOLUTION
Dissolution shall occur only in the manners provided by applicable Wyoming Statutes. Upon dissolution, the assets of the corporation shall be distributed in the manner provided by Article VIII of Green River Futures, Inc.’s Articles of Incorporation.
ADOPTED May 5, 2003.
AMENDED April 6, 2004.
AMENDED January 11, 2005
AMENDED February 20, 2007
AMENDED February 19, 2008
This is a true record of the By-Laws of Green River Futures, Inc.
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Brad Sutherland, Presient, Recording Secretary
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