Articles/Bylaws

OUR MESA NEIGHBORHOOD INCORPORATED

A California Non-profit Corporation

ARTICLES OF INCORPORATION

Article I 

Name

The name of this Corporation is OUR MESA NEIGHBORHOOD INCORPORATED.  Also known by its acronym OMNI. The business of the Corporation may be conducted as OUR MESA NEIGHBORHOOD INCORPORATED or OMNI.  

Article II 

Nonprofit Status 

This Corporation is a Nonprofit Public Benefit Corporation and is not organized for the private gain of any private persons. It is organized under the Nonprofit Public Benefit Corporation Law for charitable and educational purposes. The specific purpose of this Corporation is a grassroots organization that supports and promotes the community, offering educational programs for the safety and general interest of all in the community, supports projects for the preservation and beautification of the neighborhood environment through promotion and development of the arts, and events bringing people together as a community.  Additionally, this Corporation may engage in any activities that are reasonably related to or in furtherance of its stated charitable purposes, or in any other charitable activities. 

This Corporation is organized and operated exclusively for charitable and educational purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code of 1986, as amended (the "Code"). 

Article III

Members

This Corporation shall have members for the purpose of carrying out the mission, to provide community involvement and fund charitable activities.  All persons who live, study, work, or just hang out within the boundaries of the Mesa neighborhood as defined by the City of Santa Barbara, shall be eligible for membership. Applicants must be willing to abide by this Constitution (Articles of Incorporation and Bylaws) and must maintain an interest in the activities of OMNI. 

Article IV

Exempt Activities Limitation

6.01 No substantial part of the activities of this Corporation shall consist of carrying on propaganda, or otherwise attempting to influence legislation, and this Corporation shall not participate in or intervene in any political campaign (including the publishing or distribution of statements) on behalf of, or in opposition to, any candidate for public office.

6.02 Notwithstanding any other provision of these Articles of Incorporation, this Corporation shall not carry on any activities not permitted to be carried on (i) by a Corporation exempt from federal income tax under Section 501(c)(3) of the Code or (ii) by a Corporation, contributions to which are deductible under Section 170(c)(2) of the Code. 

6.03 Notwithstanding any other provision of these Articles of Incorporation or other governing instrument of this Corporation, during such period or periods, of time, if any, as this Corporation is treated as a “private foundation” pursuant to Section 509 of the Code: (i) the Corporation’s income must be distributed at such time and in such manner so as not to subject this Corporation to tax under Section 4942 of the Code and (ii) this Corporation is prohibited from (a) engaging in any act of self-dealing (as defined in Section 4941(d) of the Code); (b) retaining any excess business holdings (as defined in Section 4943(c) of the Code) which would subject this Corporation to tax under Section 4943 of the Code; (c) making any investments in such manner so as to subject this Corporation to tax under Section 4944 of the Code; and (d) making any taxable expenditures (as defined in Section 4945(d) of the Code).

Article V

Limitation of Board of Director Liability

7.05 Limitation of Board of Director Liability 

No Board of Director shall be personally liable to the Corporation for monetary damages for breach of her/his duties as a director except:

(1) For any transaction in which the Board of Director’s personal financial interest is in 

conflict with the financial interests of the Corporation.

(2) For the acts or omissions not in good faith or which involve intentional misconduct or are known to the Board of Director to be a violation of law.

(3) For any transaction from which the Board of Director derives an improper personal benefit. 

If the California Statutes are amended after approval of this Article of Incorporation to authorize corporate action further eliminating or limiting the personal liability of directors, then the liability of a Board of Director of the Corporation shall be deemed to be eliminated or limited by this provision to the fullest extent then permitted by the California Statutes, as so amended. Any repeal or modification of this Article of Incorporation shall not adversely affect any right or protection of a Board of Director of the Corporation existing at the time of such repeal or modification.

Article VI

Amendment of Articles of Incorporation and Effectivity

8.01 Amendments to the Article of Incorporation 

Any proposed amendments to the Articles of Incorporation shall be submitted to the Board of Directors, signed by five (5) OMNI members in good standing. The Board of Directors will conduct an investigation and make recommendations, then publish said proposed amendments within sixty (60) days in duly designated channels of communication, such as the neighborhood publication, the neighborhood website, emails, telephone, or flyers posted at strategic locations. The proposed amendments will be read and voted upon at the next Member Meeting. Two thirds (2/3) majority of the members present, in a quorum as defined in Bylaws Article III, Section 3.08, is required for passage.

However, provided, 

(a)      that no amendment shall be made to the Articles of Incorporation which would cause the Corporation to cease to qualify as an exempt Corporation under Section 501 (c)(3) of the Internal Revenue Code of 1986, or the corresponding section of any future Federal tax code.

8.02 Effectivity

This Constitution (Articles of Incorporation and Bylaws) shall supersede all previous documents and shall become effective upon ratification by members of OMNI.

Article VII

Irrevocable Dedication of Property and Distribution Upon Dissolution

9.01 Upon termination or dissolution of OMNI, any assets lawfully available for distribution shall be distributed to one (1) or more qualifying organizations described in Section 501(c)(3) of the 1986 Internal Revenue Code (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 OMNI hereunder shall be selected in the discretion of a majority of the managing body of the corporation. In the event that there is no qualifying organization known to it which has a charitable purpose, which, at least generally, includes a purpose similar to OMNI, then the distribution of its assets lawfully available for distribution shall go to the Treasurer in the City of Santa Barbara, State of California to be added to the General Fund.

Furthermore, distributions to Corporation for Educational purposes shall meet the requirements of the California Revenue and Taxation Code Section 214.

OUR MESA NEIGHBORHOOD INCORPORATED 

A California Non-Profit Corporation

BYLAWS  

BYLAW 1

NAME

1.01   Name

The name of this Corporation is OUR MESA NEIGHBORHOOD INCORPORATED.  Also known by its acronym OMNI. The business of the corporation may be conducted as OUR MESA NEIGHBORHOOD INCORPORATED or OMNI.  

BYLAW 2

PURPOSES, POWERS AND DISSOLUTION

2.01 Purpose

(a) This Corporation is a Nonprofit Public Benefit Corporation and is not organized for the private gain of any private persons. It is organized under the Nonprofit Public Benefit Corporation Law for charitable purposes. The specific purpose of this Corporation is a grassroots organization that supports and promotes the community, offering educational programs for the safety and general interest of all in the community, supports projects for the preservation and beautification of the neighborhood environment through promotion and development of the arts, and events bringing people together as a community.  Additionally, this Corporation may engage in any activities that are reasonably related to or in furtherance of its stated charitable purposes, or in any other charitable activities. 

(b)  This Corporation is organized and operated exclusively for charitable and educational purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code of 1986, as amended (the "Code").

2.02 Powers   

The Corporation shall have the power, directly or indirectly, alone or in conjunction or cooperation with others, to do any and all lawful acts which may be necessary or convenient to affect the charitable purposes, for which the Corporation is organized, and to aid or assist other organizations or persons whose activities further accomplish, foster, or attain such purposes.  The powers of the Corporation may include, but not be limited to, the acceptance of contributions from the public and private sectors, whether financial or in-kind contributions.

2.03 Nonprofit Status and Exempt Activities Limitation

(a) Nonprofit Legal Status.  OMNI is a California Nonprofit Public Benefit Corporation, recognized as tax exempt under Section 501(c)(3) of the United States Internal Revenue Code.

(b) Exempt Activities Limitation.  Notwithstanding any other provision of these Bylaws, no Board of Director, Executive Officer, employee, member, or representative of this corporation shall take any action or carry on any activity by or on behalf of the Corporation not permitted to be taken or carried on by an organization exempt under Section 501(c)(3) of the Internal Revenue Code as it now exists or may be amended, or by any organization contributions to which are deductible under Section 170(c)(2) of such Code and Regulations as it now exists or may be amended.  No part of the net earnings of the Corporation shall inure to the benefit or be distributable to any Board of Director, Executive Officer, member, or other private person, 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 Articles of Incorporation and these Bylaws.

2.04 Distribution Upon Dissolution  

Upon termination or dissolution of OMNI, any assets lawfully available for distribution shall be distributed to one (1) or more qualifying organizations described in Section 501(c)(3) of the 1986 Internal Revenue Code (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 OMNI hereunder shall be selected in the discretion of a majority of the managing body of the Corporation. In the event that there is no qualifying organization known to it which has a charitable purpose, which, at least generally, includes a purpose similar to OMNI, then the distribution of its assets lawfully available for distribution shall go to the Treasurer in the City of Santa Barbara, State of California to be added to the General Fund.

Furthermore, distributions to Corporation for Educational purposes shall meet the requirements of the California Revenue and Taxation Code Section 214.

BYLAW 3

MEMBERSHIP AND MEMBER MEETINGS

Membership and Member Meeting

OMNI shall have members for the purpose of carrying out the mission, to provide community involvement, and funding for charitable activities.

3.01  Applications  for  Membership

All prospective members must submit a written application and pay the membership dues for approval by the Board of Directors. The Board of Directors shall accept or reject member applicants. If rejected, an explanation shall be provided and the full fee shall be refunded. 

3.02 Types of Membership

Single Members are any person eighteen (18) or older; or minors with one responsible member sponsor. Honorary and/or Life Members are those designated at the discretion of the Board of Directors, who will make the final approval.

3.03  Member in Good Standing

All qualified persons who have requested to join OMNI; have been accepted; adhered to OMNI regulations in Article 5; and have paid their dues in full will be considered members in good standing.

3.04  Membership Benefits

Members are entitled to vote and participate in all OMNI functions. Eligibility to vote is limited to members in good standing.

3.05 General Membership Annual Meeting

OMNI shall hold an Annual Meeting of its general membership at a time and place designated by the Board of Directors. Members will be notified through duly designated channels of communication at least thirty (30) days prior. The meeting is also open to interested persons who may participate in discussions but are non-voting.

3.06 Special Meetings

Special meetings of the membership may be called with at least seven (7) days notice through duly designated channels of communication.

3.07 Elections and Voting Regulations

Votes must be taken during a scheduled meeting, including in person, internet or social media video meeting, or by telephonic conference call. To vote on any issue, a member must be present at the time the vote is taken. If a member holds multiple positions on the Board of Directors, as an Executive Officer, or as a member of any Committee, the member shall be allowed only one vote.

3.08 Quorum

One fourth (1/4) of the general membership, with a minimum of fifteen (15), shall constitute a quorum at the regular meetings of OMNI that require a vote. 

3.09 Majority Vote

Except as otherwise required by law or by the Articles of incorporation, all OMNI business transactions (except in ratifying or amending this Constitution (Articles of Incorporation and By-Laws) shall use Majority Vote. If no option gains Majority Vote, there will be a run-off between the top two options.

3.10  Dues: Amount, Frequency, Payment

(a)      All members shall pay dues for the sole purpose of carrying out the mission of OMNI.

(b)      The amount of the dues will be determined annually. The Board of Directors will make a recommendation on the amount of the dues at the General Membership Annual Meeting.

(c)       There will be no refund of dues.

3.11   Non-Payment of Dues

Non-payment of dues by a member shall forfeit one’s membership status.

3.12 Expulsion

By a Majority Vote, the Board of Directors can expel any member of OMNI for the following reason: conduct contrary to this Constitution (Articles of Incorporation and Bylaws) or illegal acts. 

3.13  Reinstatement

When a member drops out or is expelled from OMNI for a period of one year or more and wishes to rejoin, she/he may do so at the discretion of the Board of Directors. Full former membership rights and privileges may be reinstated.

BYLAW 4

BOARD OF DIRECTORS

4.01 Number of Board of Directors

OMNI shall have a Board of Directors consisting of at least 4 and no more than 9 Board of Directors.  Within these limits, the Board of Directors may increase or decrease the number of Directors serving on the Board of Directors, including for the purpose of staggering the terms of the Board of Directors.

4.02 Powers

All Corporate powers shall be exercised by or under the authority of the Board of Directors and the affairs of OMNI shall be managed under the direction of the Board of Directors, except as otherwise provided by law.  The Board of Directors is the decision-making body of OMNI. It shall consist of members elected during the General Membership Annual Meeting. Its ex-officio members are the current and the immediate past President.

4.03 Terms

(a)  All Board of Directors shall be elected to serve a one-year term, however the term may be extended until a successor has been elected.  

(b)  Board of Director terms shall be staggered so that approximately half the number of Board of Directors will end their terms in any given year.  

(c)  Board of Directors may serve five (5) consecutive terms. After that, they must sit out one term before running for the Board of Directors again.

(d)  The term of office shall begin at the end of the meeting when elections took place to terminate at the next annual meeting, unless the term is extended until such time as a successor has been elected.

4.04 Qualifications and Election of Board of Directors

Any candidate for office, elected or appointed, must be a member in good standing; must be eighteen (18) years of age or older; and must have been a member of the organization for a minimum of six (6) months. The Board of Directors shall be elected by secret ballot by a Majority Vote at the General Membership Annual Meeting.

4.05 Vacancies

A vacancy is to be filled by a person recommended by at least five (5) members of OMNI, or by three (3) Board of Directors for approval by the remaining Board of Directors at a special meeting called for that purpose by the Board of Directors.

(a) Unexpected Vacancies.  Vacancies in the Board of Directors due to resignation, death, or removal shall be filled by the Board of Directors for the balance of the term of the Board of Director being replaced.

4.06 Removal of Board of Directors

A Board of Director may be removed by two-thirds (⅔) vote of the Board of Directors then in office, if for cause or no cause. If before any Board meeting at which a vote on removal is made, the Board of Director in question is given electronic or written notification of the Board of Directors’ intention to discuss her/his case and is given the opportunity to be heard at a meeting of the Board of Directors. 

4.07 Board of Directors Meetings.

(a)   Regular Meetings.  The Board of Directors shall meet monthly at its designated time and place. 

(b)   Special Meetings.  Special meetings of the Board of Directors may be called by the President, Vice President, Secretary, Treasurer, or any two (2) other Board of Directors.  A special meeting must be preceded by at least 2 days notice to each Board of Director of the date, time, and place, but not the purpose, of the meeting.

(c)   Waiver of Notice.  Any Board of Director may waive notice of any meeting, in accordance with California law. 

(d)     Notice 

If sent by mail, facsimile transmission, or electronic mail, the notice shall be deemed to be delivered upon its deposit in the mail or transmission system.  Notice of meetings shall specify the place, day, and hour of meeting.  The purpose of the meeting need not be specified.  

4.08 Manner of Acting.

(a) Quorum.  At the Board of Directors meetings, two thirds (2/3) of the Board of Directors shall constitute a quorum. No business shall be considered by the Board of Directors at any meeting at which a quorum is not present.  

(b) Majority Vote.  Except as otherwise required by law, the Articles of Incorporation, or these Bylaws, all OMNI business transactions (except in ratifying or amending this Constitution – Articles of Incorporation and By-Laws) shall use Majority Vote. 

(c) Hung Board Decisions. If no option gains Majority Vote, there will be a run-off between the top two options.  On the occasion that the Board of Directors are unable to make a decision based on a tied number of votes, the President or Treasurer in the order of presence shall have the power to swing the vote based on her/his discretion. 

(d) Participation.  Except as required otherwise by law, the Articles of Incorporation, or these Bylaws, Board of Directors may participate in a regular or special meeting through the use of any means of communication by which all Board of Directors participating may simultaneously hear each other during the meeting, including in person, internet or social media video meeting or by telephonic conference call. 

4.09 Compensation for Board of Directors Service

OMNI Board of Directors shall receive no compensation for carrying out their Board of Director duties. 

4.10 Compensation for Professional Services by Directors

Board of Directors are not restricted from being remunerated for professional services provided to the Corporation.  Such remuneration shall be reasonable and fair to the Corporation and must be reviewed and approved in accordance with the Board of Directors Conflict of Interest policy and California State law.

4.11 Non-Liability of Directors

The Board of Directors shall not be personally liable for the debts, liabilities, or other obligations of the Corporation.

4.12 Committees

The Board of Directors shall create Committees as deemed necessary.

(a) Standing and Special Committees

The Board of Directors shall establish or dissolve Committees, as may be required from time to time, to sustain the functions of OMNI. The Board President with the approval of the Board of Directors shall appoint Chairpersons of all Committees from the general membership. The Chairpersons shall recruit and assign their Committee members. 

(b) Elections Committee

The Elections Committee shall be composed of five (5) members, at least two of whom are from the general membership, all of whom shall be appointed by the Board of Directors. The OMNI Committee on Elections shall conduct the balloting and may appoint assistants. The ballots must be retained by the Secretary for sixty (60) days, after which time the votes may no longer be challenged.

4.13 Procedures

All business of OMNI shall be conducted in general conformity with the Robert’s Rules of Order.

BYLAW 5

EXECUTIVE OFFICERS

5.01 Responsibilities

The Executive Officers, who shall not be paid manage the day-to-day operations of OMNI.  The Executive Officers are responsible for setting the meeting agenda; coordinating arrangements for the General Membership Annual Meeting; appointing Committee chairs; and recommending the amount of yearly dues at the Annual Meeting. The Executive Officers of the Corporation shall include a President, Secretary, and Treasurer, all of whom shall be appointed by, and serve at the pleasure of, the Board of Directors.  Each Executive Officer shall have the authority and shall perform the duties set forth in these Bylaws. The Board of Directors may also appoint a Vice President or other Executive Officer as it deems expedient for the proper conduct of the business of the Corporation, each of whom shall have such authority and shall perform such duties as the Board of Directors may determine.  

5.02 Term of Office

Each Executive Officer shall serve a one-year term in their position. 

5.03 Removal and Resignation

The Board of Directors may remove an Executive Officer at any time, with or without cause.  Any Executive Officer may resign at any time by giving written notice to the Corporation without prejudice to the rights, if any, of the Corporation under any contract to which the Executive Officer is a party.  Any resignation shall take effect at the date of the receipt of the notice or at any later time specified in the notice, unless otherwise specified in the notice.  The acceptance of the resignation shall not be necessary to make it effective.

5.04 Board President

The Board President shall be the Principal Executive Officer of OMNI and shall generally supervise its business and affairs. The responsibilities of the President are, as follows:

(a) Preside at all the meetings of the general membership meetings, and all of the Executive Officer and Board of Director meetings.

(b) Exercise general supervision over the affairs and activities of OMNI.

(c) Be an ex-officio member of all Committees; except the Elections Committee.

(d) Appoint all Committee Chairpersons, subject to the approval of the Board of Directors.

(e)  Serve in any other capacity as required elsewhere in the Constitution (Articles of Incorporation and Bylaws).

(f)  Represent OMNI at meetings in the community as needed.

5.05 Board Vice President

If the Vice President is deemed necessary by the Board of Directors and in the absence of the President, the Vice President shall assume the duties of the President. The responsibilities of the Vice President are, as follows:

(a) Have available, at all times, a most updated copy of the Constitution (Articles of Incorporation and Bylaws), and any other OMNI policies and procedures in all meetings.

(b)  Clarify questions about these documents, should they arise.

(c)  Assist the Secretary and/or Treasurer in their duties, such as ensuring that records are properly organized and filed.

5.06 Board Secretary

The responsibilities of the Secretary are, as follows:

(a) Keep in duplicate the original minutes book of all meetings of the Board of Directors, and of the general membership, which shall be an accurate and official record of all business transactions.

(b) Keep in duplicate copies of all newsletters, requests for funds generated by OMNI, and other historical documents that pertain to ongoing business of OMNI.

(c) Maintain a duplicate membership roster and all other records, as directed by the Board of Directors.

(d) Of the duplicated documents, one shall be retained by the President for the custodial property of OMNI; the other will be endorsed to the next Secretary.

(e) Prepare the minutes, meeting notices, and correspondence.

(f) The minutes of each meeting shall state the time and place that it was held and such other information as shall be necessary to determine the actions taken and whether the meeting was held in accordance with the law, the Articles of Incorporation, and these Bylaws.

(g) The Secretary shall cause notice to be given of all meetings of Board of Directors and Committees as required by the Articles of Incorporation and these Bylaws. The Secretary shall have such other powers and perform such other duties as may be prescribed by the Board of Directors or the Board President.  

(h) Maintain a copy of the Membership roster and all other records, as directed by the Board of Directors. 

5.07 Board Treasurer

The responsibilities of the Treasurer are, as follows:

(a)  Receive all funds of OMNI and keep them in a bank or repository selected or approved by the Board of Directors.

(b)  Maintain a current membership roster and all other records, as directed by the Board of Directors.

(c)  Keep accurate records of all monetary transactions.

(d)   Require a bill or signed voucher for all disbursements and issue receipts for all incoming funds.

(e) Present a monthly financial report at each meeting of the Board of Directors, and of the general membership.

(f)  File required governmental returns. 

(g) Provide oversight of the financial condition and affairs of the Corporation.  

(h) In conjunction with other Executive Officers and/or Board of Directors, the Treasurer shall oversee budget preparation and shall ensure the appropriate financial reports.

BYLAW 6

CONTRACTS, CHECKS, LOANS, AND RELATED MATTERS

Signing Officials- Except as noted elsewhere in the Constitution (Articles of Incorporation and Bylaws), the only members authorized to use their signature for the business of this organization are, as follows: the Treasurer, and the President or the Vice President, for checks and/or any other withdrawals from the funds of OMNI; and, for any document committing OMNI to a plan of action or an affiliation.

6.01 Contracts and other Writings

Except as otherwise provided by resolution of the Board of Directors or Board policy, all contracts, deeds, leases, mortgages, grants, and other agreements of the Corporation shall be executed on its behalf by the Treasurer, President or other persons to whom the Corporation has delegated authority to execute such documents in accordance with policies approved by the Board of Directors. The only members authorized to use their signature for the business of this organization are the Treasurer, and President or Vice President, for any document committing OMNI to a plan of action or an affiliation.

6.02 Checks, Drafts

Except as noted elsewhere in the Constitution (Articles of Incorporation and Bylaws), the only members authorized to use their signature for the business of this organization are, as follows: the Treasurer, and the President or the Vice President.

6.03 Deposits

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 depository as the Board of Directors or a designated Committee of the Board of Directors may select. 

6.04 Loans

No loans shall be contracted on behalf of the Corporation and no evidence of indebtedness shall be issued in its name unless authorized by resolution of the Board of Directors. Such authority may be general or confined to specific instances.

BYLAW 7

MISCELLANEOUS

7.01 Books, Records and Order of Business

The Corporation shall establish a Document Retention Policy for the purpose of maintaining standards for document integrity, retention, and destruction and to promote the proper treatment of OMNI records.  The Corporation shall keep correct and complete books and records of account and shall keep minutes of the proceedings of all meetings of its Board of Directors and Executive Officers, a record of all actions taken by Board of Directors without a meeting, and a record of all actions taken by Committees of the Board of Directors.  An accurate inventory of all assets and their location will be kept in duplicate. One copy shall be retained with the Treasurer records; and one copy, with the Secretary records. This inventory will be reviewed and verified at least once annually by the Board of Directors. It shall be the duty of the current President to designate the locations of these properties, with the approval of the Board of Directors. These records will be transferred to the incoming Board of Directors in an orderly fashion at the Board of Directors meeting. It shall be the responsibility of the outgoing President and the incoming President to oversee these transfers. In addition, the Corporation shall keep a copy of the Corporation’s Articles of Incorporation and Bylaws as amended to date.  

7.02 Fiscal Year

The fiscal year of the corporation shall be from January 1 to December 31 of each year.  

7.03 Conflict of Interest Policy

The Board of Directors shall adopt and periodically review a conflict of interest policy to protect the Corporation's interest when it is contemplating any transaction or arrangement which may benefit any Board of Director, Executive Officer, employee, affiliate, or member of a Committee with Board-delegated powers.

7.04 Nondiscrimination Policy

The Board of Directors, Committee members, Executive Officers, employees, and persons served by this Corporation shall be selected entirely on a nondiscriminatory basis with respect to age, sex, race, religion, national origin, and sexual orientation.  It is the policy of OMNI not to discriminate on the basis of race, creed, ancestry, marital status, gender, sexual orientation, age, physical disability, veteran’s status, political service or affiliation, color, religion, or national origin.

7.05 Codes of Ethics and Whistleblower Policy

The Board of Directors shall adopt and periodically review a Codes of Ethics and Whistleblower Policy. OMNI requires and encourages Board of Directors, Executive Officers, and employees to observe and practice high standards of business and personal ethics in the conduct of their duties and responsibilities. The representatives of the Corporation must practice honesty and integrity in fulfilling their responsibilities and comply with all applicable laws and regulations. It is the intent of OMNI to adhere to all laws and regulations that apply to the Corporation and the underlying purpose of this policy is to support the Corporation’s goal of legal compliance. The Corporation’s policy shall be available upon request.

7.06 Counterterrorism and Due Diligence Policy

Although adherence and compliance with the US Department of the Treasury’s publication of the “Voluntary Best Practice for US. Based Charities” is not mandatory, OMNI willfully and voluntarily recognizes and puts in practice these guidelines and suggestions to reduce, develop, re-evaluate and strengthen a risk-based approach to guard against the threat of diversion of charitable funds or exploitation of charitable activity by terrorist organizations and their support networks. 

OMNI shall also comply and put into practice the federal guidelines, suggestion, laws and limitation set forth by pre-existing U.S. legal requirements related to combating terrorist financing, which include, but are not limited to, various sanctions programs administered by the Office of Foreign Assets Control (OFAC) in regard to its foreign activities.

7.07 Transparency and Accountability Policy

The Board of Directors shall adopt and periodically review a transparency and accountability policy for purpose of disclosure of financial information with the general public. By making full and accurate information about its mission, activities, finances, and governance publicly available, OMNI practices and encourages transparency and accountability to the general public. 

This policy will:

(a)   indicate which documents and materials produced by the Corporation are presumptively open to members and/or the public.

(b)  indicate which documents and materials produced by the Corporation are presumptively closed to members and/or the public.

(c)   specify the procedures whereby the open/closed status of documents and materials can be altered.

(d)  the Corporation’s policy shall be available upon request. 

BYLAW 8

AMENDMENTS TO ARTICLES and BYLAWS

8.01 Amendments to the Article of Incorporation 

Any proposed amendments to the Articles of Incorporation shall be submitted to the Board of Directors, signed by five (5) OMNI members in good standing. The Board will conduct an investigation and make recommendations, then publish said proposed amendments within sixty (60) days in duly designated channels of communication, such as the neighborhood publication, the neighborhood website, emails, telephone, or flyers posted at strategic locations. The proposed amendments will be read and voted upon at the next Member Meeting. Two thirds (2/3) majority of the members present, in a quorum as defined in Bylaws Article III, Section 3.08, is required for passage.

However, provided, that no amendment shall be made to the Articles of Incorporation which would cause the Corporation to cease to qualify as an exempt Corporation under Section 501 (c)(3) of the Internal Revenue Code of 1986, or the corresponding section of any future Federal tax code.

8.02 Amendments to the Bylaw 

Any proposed amendments to the Bylaws shall be submitted in writing to the Board of Directors, signed by three (3) OMNI members in good standing. The Board will conduct an investigation and make its recommendations, then publish said proposed amendments within sixty (60) days in duly designated channels of communication, such as the neighborhood publication, the neighborhood website, emails, telephone, or flyers posted at strategic locations. The proposed amendments will be read and voted upon at the next Member Meeting. Two thirds (2/3) majority of the members present, in a quorum as defined in Bylaws Article III, Section 3.08, is required for passage. However, provided, 

(a)   that no amendment shall be made to these Bylaws which would cause the Corporation to cease to qualify as an exempt corporation under Section 501 (c)(3) of the Internal Revenue Code of 1986, or the corresponding section of any future Federal tax code;  and,  

(b)   that all amendments be consistent with the Articles of Incorporation.

8.03 Effectivity

This Constitution (Articles of Incorporation and Bylaws) shall supersede all previous documents and shall become effective upon ratification by members of OMNI.