Please read on for the following governance documents for Friends of Islands Initiatives, Inc.
IRS Determination of Non-Profit 501(c)(3) Status for Friends of Islands Initiatives Inc
Articles of Organization for Friends of Islands Initiatives, Inc.
THE COMMONWEALTH OF MASSACHUSETTS
William Francis Galvin
Secretary of the Commonwealth
One Ashburton Place, Room 1717, Boston, MA 02108-1512
ARTICLES OF ORGANIZATION
ARTICLE I
NAME
The name of this organization shall be Friends of Islands Initiatives, Inc.
ARTICLE II
PURPOSE
Friends of Islands Initiatives, Inc. is a non-profit corporation and shall operate exclusively for educational and charitable purposes within the meaning of Section 501 (c)(3) of the Internal Revenue Code of the United States. Friends of Islands Initiatives, Inc. supports Islands Initiatives, Inc., Nevis West Indies and other island financially accountable NGOs. The purpose of Friends of Islands Initiatives, Inc. is to share information and provide financial support for global nonprofit initiatives to solve the particular economic, social, educational, cultural, and environmental challenges including the inevitable natural disasters facing small island communities. In supporting these problem solving efforts, Friends of Islands Initiatives, Inc. fosters those programs that encourage community cooperation, responsibility and preparedness for these challenges.
To maximize our impact on current efforts to address the needs of island communities, we may seek to collaborate with other global non-profit organizations, as well as non-profit organizations which fall under the 501(c) (3) section of the internal revenue code and are operated exclusively for educational and charitable purposes.
At times, per the discretion of the board of directors, we may provide internships or volunteer opportunities which will provide opportunities for involvement in said activities and programs in order to have a greater impact for change.
ARTICLE III
MEMBERSHIP
Friends of Islands Initiatives, Inc. shall have no membership or membership classes.
ARTICLE IV
NON-PROFIT NATURE
Friends of Islands Initiatives, Inc. is organized exclusively for charitable and educational purposes including, for such purposes, the making of distributions to global nonprofit organizations that would normally qualify as exempt organizations under section 501 (c) (3) of the Internal Revenue Code, or corresponding section of any future federal tax code. No part of the net earnings of Friends of Islands Initiatives, Inc. shall inure to the benefit of, or be distributable to its members, trustees, officers, or other private persons, except that the corporation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth in the purpose clause hereof.
Notwithstanding any other provision of this document, the corporation shall not carry on any other activities not permitted to be carried on (a) by any organization exempt from federal income tax under section 501 (c) (3) of the Internal Revenue Code, corresponding section of any future federal tax code, or (b) by an organization, contributions to which are deductible under section 170 (c) (2) of the Internal Revenue Code, or corresponding section of any future federal tax code.
Friends of Islands Initiatives, Inc. is not organized and shall not be operated for the private gain of any person. The property of the corporation is irrevocably dedicated to its educational and charitable purposes. No part of the assets, receipts, or net earnings of the corporation shall inure to the benefit of, or be distributed to any individual. The corporation may, however, pay reasonable compensation for services rendered, and make other payments and distributions consistent with these Articles.
Personal Liability
No officer or director of this corporation shall be personally liable for the debts or obligations of Friends of Islands Initiatives, Inc. of any nature whatsoever, nor shall any of the property or assets of the officers or directors be subject to the payment of the debts or obligations of this corporation.
Dissolution
Upon termination or dissolution of the Friends of Islands Initiatives, Inc. any assets lawfully available for distribution shall be distributed to one (1) or more qualifying organizations described in Section 501(c)(3) of the Internal Revenue Code of 1986 (or described in any corresponding provision of any successor statute) which organization or organizations have a charitable purpose which, at least generally, includes a purpose similar to the terminating or dissolving corporation.
The organization to receive the assets of the Friends of Islands Initiatives, Inc. hereunder shall be selected by the discretion of a majority of the managing body of the Friends of Islands Initiatives, Inc. and if its members cannot so agree, then the recipient organization shall be selected pursuant to a verified petition in equity filed in a court of proper jurisdiction against the Friends of Islands Initiatives, Inc. by one (1) or more of its managing body which verified petition shall contain such statements as reasonably indicate the applicability of this section. The court upon a finding that this section is applicable shall select the qualifying organization or organizations to receive the assets to be distributed, giving preference if practicable to organizations located on Islands.
In the event that the court shall find that this section is applicable but that there is no qualifying organization known to it which has a charitable purpose, which, at least generally, includes a purpose similar to this corporation, then the court shall direct the distribution of its assets lawfully available for distribution to the Treasury of the Commonwealth of Massachusetts
Prohibited Distributions
No part of the net earnings, or properties of this corporation, on dissolution or otherwise, shall inure to the benefit of, or be distributable to, its members, directors, officers or other private person or individual, except that the corporation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth in Article III, Section 3.01.
Restricted Activities
No substantial part of the corporation’s activities shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the corporation shall not participate in, or intervene (including the publishing or distribution of statements) in any political campaign on behalf of or in opposition to any candidate for public office.
Prohibited Activities
Notwithstanding any other provision of these Articles, the corporation shall not carry on any activities not permitted to be carried on (I) by a corporation exempt from federal income tax as an organization described by Section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code, or (II) by a corporation, contributions to which are deductible under Section 170(c)(2) of the Internal Revenue Code, or the corresponding section of any future federal tax code.
ARTICLE V
BOARD OF DIRECTORS
Governance
Friends of Islands Initiatives, Inc. shall be governed by its board of directors. Friends of Islands Initiatives, Inc. shall have no members. The management of the affairs of the corporation shall be vested in a board of directors, as defined in the corporation’s bylaws. Any amendment to the Articles of Incorporation may be adopted by approval of two-thirds (2/3) of the board of directors provided that the substance of the proposed Amendment is given thirty days in advance of the vote.
Initial Directors
The initial directors of the corporation shall be
Elizabeth Baldwin
Raymond E Hubbe
Mark Eyre Pinney
Margaret Nelson Pinney
Myra Jones Romain
The board of Friends of Islands Initiative, Inc. has adopted these Articles of Incorporation and the Bylaws of the Corporation.
ARTICLE VI
Effective Date of the Corporation
The effective date of Friends of Islands Initiatives, Inc. shall be the date approved and filed by the Secretary of the Commonwealth.
ARTICLE VII
ADDRESSES OF THE CORPORATION
- The physical address of the corporation is:
Friends of Islands Initiatives, Inc.
140 Tashmoo Ave.
Vineyard Haven, MA 02568
The mailing address of the corporation is:
Friends of Islands Initiatives, Inc.
P.O. Box 4092
Vineyard Haven, MA 02568
b)
| NAME | RESIDENTIAL ADDRESS/POST OFFICE ADDRESS | |
| President | Raymond E. Hubbe | 85 Buffan Rd., Pelham, MA 01002 40 Main St. #106, Florence, MA 01062 |
| Treasurer | Elizabeth Baldwin | 140 Tashmoo Ave. Vineyard Haven MA 02568 P.O.Box 2564, Edgartown, MA 02539 |
| Clerk | Margaret Nelson Pinney | 140 Tashmoo Ave. Vineyard Haven MA 02568 P.O. Box 4092, Vineyard Haven MA 02568 |
| Director | Mark Eyre Pinney | 17 East 16th St. #9, New York City, NY 10003 |
| Director | Myra Jones Romain | 3 Campbell St. #5, Lebanon, NH 03766 |
c) The fiscal year of Friends of Islands Initiatives, Inc. shall end on the last day of the month of December.
We the below signed incorporators do herby certify under pains and penalty of perjury that we have not been convicted of any crimes related to alcohol or gaming within the last ten years. We do hereby further certify that to the best of our knowledge the above named officers have not been similarly convicted.
IN WITNESS WHEREOF AND UNDER THE PAINS AND PERJURY, we whose signatures appear below as incorporators and whose names and business or residential addresses are clearly typed or printed beneath each signature, do we hereby associate with the intention of forming this corporation under the provision of General Laws, Chapter 180 and do hereby sign these Articles of Organization as incorporators this 25th day of April, 2017
__________________________________________
Elizabeth Baldwin
140 Tashmoo Ave. Vineyard Haven, MA 02568
__________________________________________
Dr. Raymond E Hubbe
40 Main St. #106, Florence, MA 01062
_______________________________________________
Margaret Nelson Pinney
140 Tashmoo Ave. Vineyard Haven, MA 02568
________________________________________________
Mark Reginald Eyre Pinney
17 East 16th Street, #9, New York, NY 10003, USA
__________________________________________
Myra Jones Romain
3 Campbell St. #5, Lebanon NH 03766
Bylaws for Friends of Islands Initiatives, Inc.
ARTICLE I
Name
1.1 The name of this organization shall be FRIENDS OF ISLANDS INITIATIVES, INC.
ARTICLE II
Mission
2.1 FRIENDS OF ISLANDS INITIATIVES, INC. is a charitable organization formed to support Islands Initiatives, Inc. in Nevis, West Indies and other island financially accountable NGOs. The purpose of FRIENDS OF ISLANDS INITIATIVES, INC is to share information and provide financial support for global nonprofit initiatives to solve the particular economic, social, educational, cultural, and environmental challenges including the inevitable natural disasters facing small island communities. In supporting these problem solving efforts, FRIENDS OF ISLANDS INITIATIVES, INC. fosters those programs that encourage community cooperation, responsibility and preparedness for these challenges.
ARTICLE III
Offices
3.1 Principal Office. The principal office shall be on the island of Martha’s Vineyard, 140 Tashmoo Ave, Vineyard Haven MA 02568
3.2 Other Offices. The corporation may also have offices on other small islands globally as the Board of Directors may determine to further the initiatives and outreach of the corporation in fulfilling its mission.
ARTICLE IV
Board of Directors
4.1 Election of the Board of Directors. FRIENDS OF ISLANDS INITIATIVES, INC. shall have a Board of Directors (hereinafter referred to as “the Board”) consisting of no fewer than five members and no more than fifteen members who may reside elsewhere than Massachusetts. Two or more Members of the Board of Islands Initiatives, Inc in Nevis, West Indies may serve on the Board of FRIENDS OF ISLANDS INITIATIVES, INC. but must constitute a minority of board members of FRIENDS OF ISLANDS INITIATIVES, INC.. Members of the Board shall have terms of three years. A Board member may only serve three consecutive three-year terms. A Board member may be re-elected after an absence of at least one year.
Prior to an election for Board membership, recommendation and nominations to the Board from any director may be submitted in writing to the Nominating Committee designated by the Board.
Members of the Board of Directors serving at the time of adoption of these bylaws shall serve regular three-year terms.
4.2 Meetings of the Board. The Board shall meet at such time and place as the Board may decide. There shall be at least two board meetings per year. Meetings may be conducted with board members being present using conference calling or other modes of electronic communication.
Annual Meeting. There shall be an annual meeting in January of each year.
4.3 Quorum and Voting Procedures. A majority of the directors shall constitute a quorum for voting purposes. When a quorum is present by physical or electronic presence, the vote of the majority of the directors present shall decide any question brought before such meeting except when a larger vote is required by law or by these bylaws.
Any action which may be taken at a meeting of the Board may be taken without a meeting if all the directors consent to the action in writing or via email, and the written consents are filed with the records of the meetings of the Board. Such consents shall be considered a vote at a meeting.
4.4 Powers and Duties of the Board.
To consider and facilitate policy direction for FRIENDS OF ISLANDS INITIATIVES, INC. in accordance with the purposes of these bylaws, and to direct and assure a program necessary to carry out these purposes;
To oversee and assure compliance of all programs and financial reporting required by the global funding sources from the local, state and federal level.
To appoint officers of the Board;
To establish a Finance Committee, a Committee on the Board, an Executive Committee, and other committees as the need may arise;
To establish rules of review and maintain the power to hire an Executive Director and to dismiss the Executive Director;
To facilitate the work of the corporation;
To exercise all the powers of the corporation as conferred by law or these bylaws and to be self-perpetuating by their own action.
4.5 Vacancies, Resignation, and Removals. In the case of a resignation or vacancy, any Board member may recommend a successor who can be approved by a majority of the directors for the remaining unexpired term of said director.
Any director may resign by giving written notice to the chair or the clerk.
Absence from two successive board meetings without prior notice is grounds for removal of that director. Failure to attend three consecutive meetings electronically or otherwise is grounds for removal. Any director may be removed for absence or other reasons by a vote of two-thirds of the remaining directors, after notice has been given to that director with the specific purposes of the removal stated.
ARTICLE V
Officers of the Board
5.1 Election of Officers. The officers of the corporation shall be chosen by the Board and shall include a President, Clerk, and Treasurer. These officers shall be chosen for a one year term, during any of their three years as director, or until a successors has been elected. Officers may succeed themselves.
5.2 Powers and Duties. To the extent permitted by law, the same person may temporarily fill two or more offices. Each office shall also have such powers as are commonly incident to his/her office and such power as the Board may from time to time designate. The officers of the Board will serve as an executive committee.
5.3 Vacancies, Resignation, and Removals. Any vacancy among the officers may be filled by the executive committee. Officers elected to fill any vacancy shall hold office until the next annual election of the Board or until their successors have been elected.
Any officer may be removed by a vote of two-thirds majority of the Board. An officer may be removed only after reasonable notice and opportunity to be heard before the Board proposing to remove him or her.
5.4 President. The President shall preside at all meetings of the Board of Directors. The president shall have such usual powers and duties customarily belonging to the office and shall have such other powers and duties as the Board may from time to time determine. S/He shall have general management and supervision over all the officers of the corporation. S/He shall report to the Annual Meeting on the activities of the corporation.
5.5 Clerk or Treasurer shall assume the duties of the President in the absence of the President.
5.6 Clerk. The clerk will keep a true record of all meetings of the Board and of the Annual Meeting. The clerk will inform the members of the time and place of each Board meeting.
5.7 Treasurer. The treasurer shall have general charge of the corporation’s financial affairs and shall chair the Finance Committee, under the direction of the Board. The treasurer shall report the financial condition of FRIENDS OF ISLANDS INITIATIVES, INC. to the Board at least annually at the Annual Meeting, and at such other times as they may request.
5.8 Compensation. The officers shall receive no fees nor compensation for their services as such, provided, however, any officer may be reimbursed for authorized expenses incurred in connection with his or her service as an officer.
ARTICLE VI
Amendments
6.1 Amendments. These bylaws may be amended by the affirmative vote of two-thirds of the members of the Board, provided that the notice of the substance of the proposed amendment is given thirty days in advance of the vote.
ARTICLE VII
Divisions and Affiliates
7.1 Divisions and Affiliates. The corporation may from time to time affiliate itself with such other organizations as the Board of Directors may deem appropriate. The corporation may establish separate divisions within itself, and the Board may adopt such rules and procedures as it may deem appropriate for the administration of such divisions, the membership of which must include at least one Director of the Corporation unless an exception is made by a vote of two thirds of the members of the Board of Directors.
7.2 The board of FRIENDS OF ISLANDS INITIATIVES, INC..may work with affiliates that are not themselves 501(c)3 recognized non-profits to further its mission. In which case the following apply:
- the making of grants and contributions and otherwise rendering financial assistance for the purposes expressed in the corporation’s articles of incorporation are within the exclusive power of the board of directors;
- The board shall exercise due diligence prior to funding by checking the OFAC list of organizations supporting terrorism, as well as checking the names of the direct recipients of the funds and the names of the recipients’ key staff and board members of the recipient organization.
- the board of directors shall review all requests for funds from other organizations, shall require that such requests specify the charitable use to which the funds will be put, and, if the board approves the request, shall authorize payments of the funds to the approved grantee; The board shall determine the grant making procedure and keep a record of such.
- the board shall require that the grantees furnish a periodic accounting to show that the funds were expended for the charitable purposes approved by the board; the board shall maintain proper records regarding recipients.
- the board may, in its absolute discretion, refuse to make any grants or contributions or otherwise render financial assistance for any or all purposes for which funds were requested; and
- after the board of directors has approved a grant to an organization for a specific project or purpose, the corporation may solicit funds for the grant to the specifically approved project or purpose of the other organization; at all times, however, the board has the right to withdraw approval of the grant and to use the funds for other charitable, scientific, or educational purposes.
ARTICLE VIII
Checks, Contracts, and Other Instruments
8.1 Checks, Contracts, and Other Instruments. All check drawn on the bank account of the Corporation shall be signed on its behalf by an officer of the Corporation or by a designated board member or agent as the Board may designate.
8.2 The Board may authorize any officer in the name of or on behalf of FRIENDS OF ISLANDS INITIATIVES, INC. to enter into any contract or execute under corporate seal and deliver any deed, note, or other instrument, and such authority may be general or confined to specific instances. Unless so authorized, no officer shall have the power or authority to bind by any such contract or instrument to render it financially liable for any purpose or to any amount.
8.3 The fiscal year of the Corporation shall be January first through December thirty-first.
ARTICLE IX
Conflict of Interest
9.1 Conflict of Interest. FRIENDS OF ISLANDS INITIATIVES, INC. may not employ or compensate members of the Board.
ARTICLE X
10.1 Indemnification of Directors. FRIENDS OF ISLANDS INITIATIVES, INC. shall indemnify any and all persons who may serve as director against all expenses and liabilities, including counsel fees, reasonably incurred by or imposed upon such directors in connection with any legal proceeding in which they may become involved, by reason of their having acted on behalf of FRIENDS OF ISLANDS INITIATIVES, INC. in any activity authorized by FRIENDS OFISLANDS INITIATIVES, INC. Such indemnification shall include payment by FRIENDS OFISLANDS INITIATIVES, INC. of expenses incurred in defending a civil or criminal action or proceeding, upon receipt of any understanding by the person indemnified to repay such payment if s/he shall be adjudicated not to have acted in good faith in the reasonable belief that his/her action was in the best interest FRIENDS OF ISLANDS INITIATIVES, INC.. The term “directors” as used herein shall include the heirs, executors, and administrators of such directors. The foregoing right of indemnification shall be in addition to, and not exclusive of, all other rights to which such directors may be entitled.
Indemnification of other employees or agents of FRIENDS OF ISLANDS INITIATIVES, INC. may be provided to the extent authorized by the directors, subject to the same limitation with respect to good faith as herein imposed on the indemnification of the directors.
10.2 Personal Liability. The members, directors, and officers of the Corporation shall not be personally liable for any debt, liability, or obligation of the corporation. All persons, corporation, or other entities extending credit to, contracting with, or having any claim against the Corporation may look only at the funds and property of the Corporation for the payment of any debt, damages, judgment or decree, or of any money that may otherwise become due or payable to them from the Corporation.
ARTICLE XI
Dissolution
11.1 Upon dissolution of the corporation, the Board of Directors shall, after paying or making provision for the payment of, all the liabilities of the Corporation, dispose of the assets of the Corporation exclusively for the purposes of the Corporation in such a manner or to such an organization or organizations organized and operated exclusively for charitable, education, or scientific purposes as shall at the time qualify as an exempt organizations or organizations under section 501(c)(3) of the Internal Revenue Code of 1954 (or the corresponding provision of any future United States Internal Revenue Law), as the Board of Directors shall determine.
Date Adopted: April, 25, 2017