By-Laws of the Wyoming Interfaith Network

October 20, 2017

 

ARTICLE I Name.  The name of this organization is the Wyoming Interfaith Network.

ARTICLE II Term.  The term of the organization is perpetual.

ARTICLE III Purpose.  The purpose of the Network, as people of faith, is to empower Wyoming’s faith communities for spiritual growth to promote social and environmental justice in Wyoming through prayer, discernment, leadership, advocacy, service and study.  The Network affirms that as peoples of faith our common humanity and the richness of our varied religious traditions are deeper than our divisions. We join to work together for the good of the people and for the reconciliation among all races, conditions and ideologies.  The Network is organized exclusively for charitable, religious and educational purposes, including the making of distributions for such purposes to organizations that qualify as exempt organizations under Section 501(c)(3) of the Internal Revenue Code of 1945 (or the corresponding provision of any future United States Internal Revenue Law).

ARTILCE IV Membership.  The Network shall have three forms of membership: (1) Faith communities that are located in Wyoming; (2) individual/family members; and (3) other agencies or organizations operating in Wyoming.  Members have a right to vote at the annual meeting and other membership meetings.  To be a voting member at a meeting, the member must have met the following requirements: (1) accepts the purpose of the Network as set forth in Article III, (2) has contributed financially to the Network within the year prior to the meeting where voting, (3) has indicated the desire to be considered a member and (4) has been approved by the Board of Directors.  A person may have only one vote even if representing more than one category of membership.  The Board of Directors may establish levels of dues for memberships.  All members of the Board of Directors shall become individual members of the Network.

ARTICLE V Officers.  The officers are officers of both the Network and of its Board of Directors.  The officers of the Network shall be Chair, Vice Chair, Secretary and Treasurer.  The office of Chair shall alternate between laity and clergy to the extent reasonable.  Officers may be selected from the general membership.    The officers’ terms shall be terms of two years and are limited to two consecutive terms per office.  The nominating committee shall consider diversity when making nominations.

ARTICLE VI Staff.  A Board of Directors of the Network may employ an executive director and other staff as its programs require and its resources permit.  The Board shall determine compensation, duties and conditions of work for such staff.  Compensation, benefits and duties of the executive director and other staff shall comply with Wyoming Statutes and Regulations.  Staff shall not serve on the Board of Directors.  During Board meetings, however, the executive director may have voice without participation in consensus decisions.

 

ARTICLE VII Board of Directors. 

  1. The Board of Directors shall take office on January 1 of each year.
  2. All members of the Board of Directors shall be members of the Network. To the extent possible the Board of Directors shall consist of one representative chosen by each faith community member and the officers elected by the membership.  The board may add up to six additional members to the board of directors to achieve more diversity and participation, especially as it relates to being justice-driven and inclusive of representatives of those who are under-served and/or those the board seeks to connect more closely.
  3. At no time shall there be more than one-fourth of the board members who reside out of state.  No more than three board members shall be from any one faith community.
  4. The Board of Directors shall meet at least four times each year. As agreed upon by the board of directors, meetings may be held by webinar or conference calls.
  5. The board of directors shall set policies, report to the faith community members and solicit their meaningful engagement and participation, solicit funding for program and project activities and oversee program and project activities.
  6. Each board member shall declare any known financial conflicts of interests and abstain from voting on any matter that economically benefits him or herself or a family member including spouse, parent, child, sibling or in-laws. A board member may be removed for misconduct as determined by the other board members, except for having been a whistle-blower and in good faith reporting illegal or unethical activity within the Network.
  7. A board member may be removed if he or she misses more than two unexcused consecutive board meetings. If the board member was appointed a faith community, consent for removal shall be required from the one authorized to make the appointments.

ARTICLE VIII Administrative Committees.

  1. The Executive Committee shall consist of the four officers, the prior board chair and up to two other board members at the discretion of the board. The Executive Committee shall meet in person or by conference call between board meetings, preferably monthly, to review financial statements, for updates, to annually evaluate the executive director, to prepare for board meetings, to prepare an annual budget and to make decisions that need action prior to the next board meeting.  Decisions shall be reported at the next board meeting.
  2. The Board Chair, with the consent of the Executive Committee, may appoint other committees to delegate responsibilities regarding finances, personnel or other activities.
  3. A Financial Review Committee shall be appointed in January of each year by the Board Chair to conduct an annual financial review and submit a written report to the Board of Directors by July 1 of each year.
  4. A Nominating Committee of at least three members shall be appointed two months prior to the Annual Meeting to select nominees for officers.

ARTICLE IX Program and Project Committees.  Teams, such as Spiritual Life, Sacred Ground and Peace & Justice, and project or program committees may be established by the Board of Directors to carry out the purpose of the Network.

ARTICLE X Other Organizations.  The Wyoming Interfaith Network may work in cooperation or coalition with other organizations with a compatible purpose and/or on endeavors which are consistent with resolutions adopted by the Network as a means to advance the purpose of the Network.

ARTICLE XI Membership Meetings.   The Network shall hold an annual membership conference each year in the fall.  The Board of Directors may call special membership meetings.

Article XII Capital Stock.  There is no Capital Stock.  In the event capital stock is given as a gift to the Network, it shall be sold or invested in a manner allowed by law for the sole purpose of the Network and consistent with the Network’s tax exempt nonprofit status.

ARTICLE XIII Tax Exemption.  No part of the net earnings of the Network shall inure to the benefit of or be distributable to its members, trustees, officers, or other private persons, except that the Network shall be authorized and empowered to pay reasonable compensation for services and to make payments and distributions in furtherance of the purpose set forth in Article III hereof.  No substantial part of the activities of the Network shall be the carrying on of propaganda or otherwise attempting to influence legislation, and the Network shall not participate in, or intervene in (including publishing or distribution of statements) any political campaign on behalf of any candidate.  The Network shall not carry on any other activities not permitted to be carried on (a) by a corporation exempt from Federal Tax under Section 501(c)(3) of the Internal Revenue Code of 1954 b(or any corresponding provision of any future United States Internal Revenue Law) or (b) by a corporation, contribution to which are deductible under Section 170(c)(2) of the Internal Revenue Code of 1954 (or any corresponding provision of any future United State Internal Revenue Law.)

ARTICLE XIV Dissolution.   Upon dissolution, the assets of the Network shall be transferred to any successor organization designed to serve the purposes presently served by the Network.   The Board of Directors shall, after paying or making provision for the payment of all the liabilities of the Network, dispose of all assets of the Council exclusively for the purposes of the Network in such a manner, or to such organization or organizations organized and operated exclusively for charitable, educational, religious or scientific purposes as shall at the time qualify as an exempt organization or organizations under Section 501 (c)(3) of the Internal Revenue Code 0f 1954 (or any corresponding provision of any future United State Internal  Revenue Law), as the Board of Directors shall determine.  Any such assets not so disposed of shall be disposed of by the Court of Common Pleas on the county in which the principal office of the Network is then located, exclusively for such purposes or to such organization or organizations, as said Court shall determine, which are organized and operated exclusively for such purposes.

ARTICLE XV Resolutions.    Any member belonging to the Wyoming Interfaith Network may propose a resolution that deals with a public policy issue for adoption to the Annual Membership Meeting or to a special meeting of the membership.  The proposed resolution must first be presented for approval to the appropriate program committee or team and then the Board of Directors prior to the Annual Membership Meeting or to a special meeting of the membership, where the resolution will be considered.  Only those resolutions adopted at annual membership meetings in the three years prior to a current legislative session shall be binding upon anyone speaking before a legislative committee on behalf of the Network.  However, any resolution adopted at a prior Annual Membership Meeting may be reaffirmed by any future annual membership meeting.

ARTICLE XVI Amendments.  These bylaws may be amended at any membership meeting of the Network by a two-thirds vote of voting members present, provided that notice of the proposed amendments shall have been sent to each member at least one month in advance of the meeting.

Originally adopted February 16, 1978 and revised on the following dates: February 13, 1979; October 11, 1979; February 14, 1980; October 1, 1981; October 14, 1988; October 12, 1990; October 11, 1991; October 27, 1995; October 30, 1998; October 22, 1999; October 18, 2003, September 11, 1015 and last revised October 20, 2017.