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Team Wrangell BYLAWS       Revised 7/11/16

NON-PROFIT BYLAWS

OF

Team Wrangell

Preamble

The following Bylaws shall be subject to, and governed by, the Non-Profit Corporation Act of Alaska and the Article of Incorporation of Corporation/Organization. In the event of a direct conflict between the herein contained provisions of these Bylaws and the mandatory provisions of the Non-Profit Corporation Act of Alaska, said Non-Profit Corporation Act shall be the prevailing controlling law. In the event of a direct conflict between the provisions of these Bylaws and the Articles of Incorporation of Corporation/Organization, it shall then be these Bylaws which shall be controlling.

ARTICLE 1 – NAME

The legal name of the Domestic Non-Profit Corporation shall be known as Team Wrangell, and shall herein be referred to as the “Corporation.”

ARTICLE 2 – PURPOSE

The general purposes for which this Corporation has been established are as follows:

The purpose for which the Domestic Non-Profit Corporation is formed as set forth in the attached Articles of Incorporation of Exhibit “A.”

The Corporation is established and shall be operated exclusively for funding Team Wrangell Girl’s Middle School aged basketball club within the meaning of IRA Publication 557 Section 501(c) (amateur sporting activity) Organization of the Internal Revenue Code of 1986, as amended (the “Code”) or the corresponding section of any future federal tax code.

In addition, this Corporation has been formed for the purpose of performing all things incidental to, or appropriate in, the foregoing specific and primary purposes. However, the Corporation shall not, except to an insubstantial degree, engage in any activity or the exercise of any powers which are not in furtherance of its primary non-profit purposes.

The Corporation shall hold and may exercise all such powers as may be conferred upon any nonprofit organization by the laws of the State of Alaska and as may be necessary or expedient for the administration of the affairs and attainment of the purposes of the Corporation. At no time and in no event shall the Corporation participate in any activities which have not been permitted to be carried on by an Organization exempt under Section 501(c) of the Internal Revenue Code of 1986.

ARTICLE 3 – OFFICES

The principal office of the Corporation shall be located at 14 Crest Dr., Wrangell, AK 99929.

The Corporation may have other such offices, as the Board of Directors may determine or deem necessary, or as the affairs of the Corporation may find a need for from time to time.

ARTICLE 4 – DEDICATION OF ASSETS

The properties and assets of the Corporation are irrevocably dedicated to and for non-profit purposes only. No part of the net earnings, properties, or assets of this Corporation, on dissolution or otherwise, shall inure to the benefit of any person or any member, director or officer of this Corporation. On liquidation or dissolution, all remaining properties and assets of the Corporation shall be distributed and paid over to an organization dedicated to non-profit purposes which has established its tax-exempt status pursuant to Section 501(c) of the Internal Revenue Code.

Upon dissolution, any remaining net proceeds from gaming activity under AS 05.15 will be distributed to one or more existing permittees, other than a multiple-beneficiary permittee, in accordance with 15 AAC 160.020 (a)(5).

ARTICLE 5 – BOARD OF DIRECTORS

General Powers and Responsibilities

The Corporation shall be governed by a Board of Directors (the “Board”), which shall have all the rights, powers, privileges and limitations of liability of directors of a non-profit corporation organized under AS 10.20. The Board shall establish policies and directives governing business and programs of Organization and shall delegate to the Executive Director and Organization staff, subject to the provisions of these Bylaws, authority and responsibility to see that the policies and directives are appropriately followed.

Number and Qualifications

The Board shall have up to 40, but no fewer than 25, members. The number of members may be increased beyond 40 members by the affirmative vote of a majority of the then serving Board of Directors. A member need not be a resident of the State of Alaska, but no fewer than 25 members must be residents of the State of Alaska.

In addition to the regular membership of the Board, representative of such other organizations or individuals, as the Board may deem advisable to elect shall be Ex-Officio Board Members, but shall not have voting power, shall not count as one of the regular Board members, and shall not be eligible for office.

Board Compensation

The Board shall receive no compensation other than reasonable expenses. However, provided the compensation structure complies with Sections relating to “Contracts Involving Board Members and/or Officers” as stipulated under these Bylaws, and nothing in these Bylaws shall be construed to preclude any Board Member from serving the Corporation in any other capacity and receiving compensation for services rendered.

Board Elections

The Governance Committee shall present nomination for new and renewing Board members at the Board meeting immediately preceding the beginning of the regular basketball season. Recommendations from the Governance Committee shall be made know to the Board in writing before nominations are made and voted on. New and renewing Board members shall be approved by a majority of those Board members at a Board meeting at which a quorum is present.

Term of Board

All appointments to the Board shall be for a term of 1 year.  No person shall serve more than 4 consecutive terms unless a majority of the Board, during the course of a Board meeting at which a quorum is present, votes to appoint a Board member to 1 additional year.

Vacancies

 A vacancy on the Board of Directors may exist at the occurrence of the following conditions:

  1. The death, resignation, or removal of any director;
  • The declaration by resolution of the Board of a vacancy in the office of a director who has been declared of unsound mind by a final order of court, convicted of a felony, or found by final order or judgment of any court to have breached a duty pursuant to the Corporation Code and/or Act of the law dealing with the standards of conduct for a director, or has missed three (3) consecutive meetings of the Board of Directors, or a total of four (4) meetings of the Board during any one calendar year;
  • An increase in the authorized number of directors; or
  • The failure of the directors, at any annual or other meeting of directors at which director(s) are to be elected, to elect the full authorized number of directors.

The Board of Directors, by way of affirmative vote of a majority of the directors then currently in office, may remove any director without cause at any regular or special meeting; provided that the director to be removed has been notified in writing in the manner set for Article 5 – Meetings, that such action would be considered at the meeting.

Except as provided in this paragraph, any director may resign effective upon giving written notice to the chairperson of the Board, the president, the secretary, or the Board of Directors, unless the notice specifies a later time for the effectiveness of the resignation. If the resignation is effective at a future time, a successor may be designated to take office when the resignation becomes effective. Unless the Attorney General is first notified, no director may resign when the Corporation would then be left without a duly elected director in charge of its affairs.

Any vacancy on the Board may be filled by vote of a majority of the directors then in office, whether or not the number of directors then in office is less than a quorum, or by vote of a sole remaining director. No reduction of the authorized number of directors shall have the effect of removing any director before that director’s term of office expires.

A Board member elected to fill a vacancy shall be elected for the unexpired term of his or her predecessor in office.

Resignation

Each Board member shall have the right to resign at any time upon written notice thereof to the Board Chair, Secretary of the Board, or the Executive Director. Unless otherwise specified in the notice, the resignation shall take effect upon receipt thereof, and the acceptance of such resignation shall take effect upon receipt thereof, and the acceptance of such resignation shall not be necessary to make it effective.

Removal

A Board member may be removed, with or without cause, at any duly constituted meeting of the Board, by the affirmative vote of a majority of then-serving Board members.

Meetings

The Board’s regular meetings may be held at such time and place as such time and place as shall be determined by the Board. The Chair or any regular Board member may call a special meeting of the Board with 3 days’ written notice provided to each member of the Board. The notice shall be served upon each Board member via hand delivery, regular mail, email, or by fax. The person(s) authorized to call such special meetings of the Board may also establish the place the meeting is to be conducted, so long as it is a reasonable place in which to hold any special meeting of the Board.

Minutes

The Secretary shall be responsible for the recording of all minutes of each and every meeting of the Board in which business shall be transacted in such order as the Board may determine from time to time. However, in the event that the Secretary is unavailable, the Board Chair shall appoint an individual to act as Secretary at the meeting. The Secretary, or the individual appointed to act as Secretary, shall prepare the minutes of the meetings which shall be delivered to the Corporation to be placed in the minute books of the Corporation and a copy of which is to be delivered to each Board member via either regular mail, hand delivered, emailed or faxed within 7 business days after close of each Board meeting.

Action by Written Consent

Any action required by law to be taken at a meeting of the Board, or any action that may be taken at a meeting of the Board, may be taken without a meeting if consent in writing setting for the action so taken shall be signed by all Board members. Such consent shall be placed in the minute book of the Corporation and shall have the same force and effect as a unanimous vote of the Board taken at an actual meeting. The Board members’ written consent may be executed in multiple counterparts or copies, each of which shall be deemed an original for all purposes. In addition, facsimile signatures and electronic signatures or other electronic “consent click” acknowledgments shall be effective as original signatures.

Quorum

At each meeting of the Board of Directors, the presence of (a) two (2) directors or (b) one-third (1/3) of the members currently serving on the Board, but in no case less than 2 directors, shall constitute a quorum for the transaction of business. If at any time the Board consists of an even number of members and a vote results in a tie, then the vote of the Board Chair shall be the deciding vote. The act of the majority of the Board members servicing on the Board or Board Committees and present at a meeting in which there is a quorum shall be the act of the Board or Board Committees, unless otherwise provided by the Articles of Incorporation, these Bylaws, or a law specifically requiring otherwise. If a quorum is not present at a meeting, the Board members present may adjourn the meeting from time to time without further notice until a quorum shall be present. However, a Board member shall be considered present at any meeting of the Board or Board Committee if during the meeting he or she is in radio or telephone communication with the other Board members participating in the meeting.

Proxy

A Board member who is unable to attend a meeting of the Board or a Board Committee may vote by written proxy given to any other voting member of the Board or Committee or designated staff member who is in attendance at the meeting in question. However, a vote by proxy shall not be counted toward the number of Board members needed to be present to constitute a quorum for the transaction of business. No proxy shall be valid after three months from the date of execution. Each proxy shall be revocable unless expressly stated therein to be irrevocable or unless made irrevocable by law.

Board Member Attendance

An elected Board Member who is absent from three consecutive regular meetings of the Board during a fiscal year shall be encouraged to reevaluate with the Board Chair his/her commitment to the Corporation. The Board may deem a Board member who has missed 4 consecutive meetings without such a reevaluation with the Chair to have resigned from the Board.

ARTICLE 6 – OFFICERS

Officers and Duties

The Board shall elect officers of the Corporation which shall include a Chairperson, (Chief Executive Officer), a Vice Chairperson, President (Executive Director), a Secretary, and a Treasurer, (Chief Financial Officer), 3 Directors, and such other officers as the Board may designate by resolution. The same person may hold any number of offices. In addition to the duties in accordance with this Article, officers shall conduct all other duties typically pertaining to their office and other such duties which may be required by law, other Articles of Incorporation, or by these bylaws, subject to control of the Board of Directors, and they shall perform any other such additional duties which the Board of Directors may assign to them at their discretion.

The officers will be selected by the Board at its annual meeting, and shall serve the needs of the Board, subject to all the rights, if any, of any officer who may be under a contract of employment. Therefore, without any bias or predisposition to the rights of any officer, that may be under any contract of employment, any officer which may be removed with or without cause by the Board. All officers have the right to resign at any time by providing notice in writing to the Board of Directors chairperson, president and/or secretary of the Corporation, without bias or predisposition to all rights, if any, of the Corporation under any contract to which said officer is a part thereof. All resignations shall become effective upon the date in which the written notice of resignation was received or at any time later as may be specified within the resignation; and unless otherwise indicated within the written notice, a stated acceptance of the resignation shall not be required to make the resignation effective.

Any and all vacancies, in any office because of death, resignation, disqualification, removal or for any other cause, shall be filled in accordance to the herein prescribed bylaws for regular appointments to such office. The compensation, if any, of the officers shall be fixed or determined by resolution of the Board of Directors.

Chairperson of the Board (Chief Executive Officer)

It shall be the responsibility of the chairperson of the Board, when present, to preside over all meetings of the Board of Directors and Executive Committee. The chairperson is authorized to execute, in the name of the Corporation, any and all contracts or other documents which may be authorized, either generally or specifically, by the Board to be executed by the Corporation, except when required by law that the president’s signature must be provided.

Vice Chairperson of the Board

In the absence of, or in the event of his/her inability or refusal to act, the chairperson, it shall then be the responsibility of the vice chairperson to perform all the duties of the chairperson, and in doing so shall have all authority and powers of, and shall be subject to all of the restrictions on, the chairperson.

President (Executive Director)

It shall be the responsibility of the president, in general, to supervise and conduct all activities and operations of the Corporation, subject to the control, advice and consent of the Board of Directors, shall keep the Board of Directors completely informed and shall freely consult with them in relation to all activities of the Corporation, and shall see that all orders and/or resolutions of the Board are carried out to the effect intended. The Board of Directors may place the president under a contract of employment where appropriate. The president shall be empowered to act, speak for, or otherwise represent the Corporation between meetings of the Board. The president shall be responsible for the hiring and firing of all personnel and shall be responsible for keeping the Board informed at all times of staff performance and for implementing any personnel policies which may be adopted and implemented by the Board. The president, shall at all times, is authorized to contract, receive, deposit, disburse and account for all funds of the Corporation; to execute in the name of the Corporation all contracts and other documents authorized either generally or specifically by the Board to be executed by the Corporation, and to negotiate any and all material business transactions of the Corporation.

Vice President of the Board

In the absence of, or in the event of his/her inability or refusal to act, it shall then be the responsibility of the Vice President to perform all the duties of the President, and in doing so shall have all authority and powers of, and shall be subject to all of the restrictions on, the President.

Secretary

The secretary, or his/her designee, shall be the custodian of all records and documents of the Corporation which are required to be kept at the principal office of the Corporation, shall act as secretary at all meetings of the Board of Directors, and shall keep the minutes of all such meetings in books proposed for that purpose. S/he shall attend to the giving and serving of all notices of the Corporation, and shall see that the seal of the Corporation is affixed to all documents, the execution of which on behalf of the Corporation under its seal is duly authorized in accordance with the provisions of these bylaws.

Treasurer

It shall be the responsibility of the treasurer to keep and maintain, or cause to be kept and maintained, adequate and accurate accounts of all the properties and business transactions of the Corporation, including accounts of its assets, liabilities, receipts, disbursements, gains, losses, capital, retained earnings, and other matters customarily included in financial statements.

The treasurer shall be responsible for ensuring the deposit of, or cause to be deposited, all money and other valuables as may be designation by the Board of Directors. Furthermore, the treasurer shall disburse, or cause to be disbursed, the funds of the Corporation, as may be ordered by the Board of Directors, and shall render to the chairperson, president and directors, whenever they request it, an account of all the treasurer’s transactions as treasurer and of the financial condition of the Corporation.

The treasurer shall give the Corporation a bond, if so requested and required by the Board of Directors, in the amount and with the surety or sureties specified by the Board for faithful performance of the duties of the treasurer’s office and for restoration to the Corporation of all its books, papers, vouchers, money and other property of every kind in the treasurer’s possession or under the treasurer’s control upon the treasurer’s death, resignation, retirement, or removal from office. The Corporation shall pay the cost of such bond.

ARTICLE 7 – COMMITTEES

Committees of Directors

The Board of Directors may, by resolution adopted by a majority of the directors then in office, provided that a quorum is present, designate one or more committees to exercise all or a portion of the authority of the Board, to the extent of the powers specifically delegated in the resolution of the Board or in these bylaws. Each such committee shall consist of two (2) or more directors, and may also include persons who are not on the Board, to serve at the pleasure of the Board. The Board may designate one or more alternative members of any committee, who may replace any absent member at any meeting of the committee. The appointment of members or alternate members of a committee required the vote of a majority of the directors then in office, provided that a quorum is present. The Board of Directors may also designate one or more advisory committees that do not have the authority of the Board. However, no committee, regardless of Board resolution, may:

  1. Approve of any action that, pursuant to applicable Law, would also require the affirmative vote of the members if this were a membership.
  • Fill vacancies on, or remove the members of the Board of Directors, or in any committee that has the authority of the Board.
  • Fix compensation of the directors serving on the Board or on any committee.
  • Amend or repeal the Article of Incorporation or bylaws or adopt new bylaws.
  • Amend or repeal any resolution of the Board of Directors that by its express terms is not so amendable or repeatable.
  • Appoint any other committees of the Board of Directors or their members.
  • Approve a plan of merger; consolidation; voluntary dissolution; bankruptcy or reorganization; or for the sale, lease, or exchange of all or considerably all of the property and assets of the Corporation/Organization otherwise than in the usual and regular course of its business; or revoke any such plan.
  • Approve any self-dealing transaction, except as provided pursuant to law.

Unless otherwise authorized by the Board of Directors, no committee shall compel the corporation in a contract or agreement or expend corporate funds.

Meetings and Actions of Committees

Meetings and actions of all committees shall be governed by, and held and taken in accordance with, the provisions of Article 5 – Board of Directors of these bylaws, concerning meetings and actions of the directors, with such changes in the context of those bylaws as are necessary to substitute the committee and its members for the Board of Directors and its members, except that the time for regular meetings of committees may be determined either by resolution of the Board of Directors or by resolution of the committee. Special meetings of committees may also be called by resolution of the Board of Directors. Notice of special meetings of committees shall also be given to any and all alternate members, who shall have the right to attend all meetings of the committee. Minutes shall be kept of each meeting of any committee and shall be filed with the corporate records. The Board of Directors may adopt rules not inconsistent with the provisions of these bylaws for the government of any committee.

Executive Committee

Pursuant to Article 7, Committee of Directors, the Board may appoint an Executive Committee composed of a minimum of at least 2 or more directors, one of whom shall be the Chairperson of the Board (or the chairperson of the Board, the Vice Chairperson, the Secretary, and the Treasurer), to serve as the Executive Committee of the Board. The Executive Committee, unless limited in a resolution of the Board, shall have and may exercise all the authority of the Board in the management of the business and affairs of the corporation between meetings of the Board; provided, however, that the Executive Committee shall not have the authority of the Board in reference to those matters enumerated in Article 7, Committee of Directors. The Secretary of the corporation shall send to each director a summary report of the business conducted in any meeting of the Executive Committee.

Audit Committee

The Board, at its sole discretion, shall appoint an Audit Committee, which shall otherwise govern the committee’s operations, and of which the committee may be comprised of one or more persons of which may include persons other than directors of the corporation.

The membership of the Audit Committee shall not include the following persons:

  1. The Chairperson of the Board;
  2. The Treasurer of the Corporation;
  3. Any employee of the Corporation; or
  4. Any person with a material financial interest in any entity doing business with the Corporation.

In the event that the Board should appoint a Finance Committee, the members of said Finance Committee must compose less than one-half (1/2) of the membership of the Audit Committee and the Chair of the Finance Committee shall not serve on the Audit Committee.

The Audit Committee shall make recommendations to the Board of Directors regarding the hiring and termination of an auditor, who shall be an independent certified public accountant, and may be authorized by the Board to negotiate the auditor’s salary.

The Audit Committee shall consult with the auditor to assure its members that the corporation financial affairs are in order and after review shall determine whether to accept the audit.

It shall be the responsibility of the Audit Committee to ensure that the auditor’s firm adheres to the standards for auditor independence, as set forth in the latest revision of the Government Auditing Standards, which have been published by the Controller of the United States, or any standards established and published by the Attorney General of Alaska.

ARTICLE 8 – STANDARD OF CARE

General

A director shall perform all the duties of a director, including, but not limited to, duties as a member of any committee of the Board on which the director may serve in such a manner as the director deems to be in the best interest of this corporation and with such care, including reasonable inquiry, as an ordinary prudent and reasonable person in a similar situation may exercise under similar circumstances.

In the performance of the duties of a director, a director shall be entitled to rely on information, opinions, reports or statements, including financial statements and other financial data, in each case prepared or presented by:

  1. One or more officers or employees of the corporation whom the director deems to be reliable and competent in the matters presented;
  • Counsel, independent accounts or other persons as to the matters which the director deems to be within such person’s professional or expert competence; or
  • A committee of the Board upon which the director does not serve, as to matters within its designated authority, which committee the director deems to merit confidence.

So long as in any such case, the director act in good faith, after reasonable inquiry when the need may be indicated by the circumstances and without knowledge that would cause such reliance to be unwarranted.

Except as herein provided in Article 8, Conflict of Interest, any person who performs the duties of a director in accordance with the above shall have no liability based upon any failure or alleged failure to discharge that person’s obligations as a directors, including, without limitation of the foregoing, any actions or omissions which exceed or defeat a public or charitable purpose to which the corporation, or assets held by it, are dedicated.

Loans

The Corporation shall not make any loan of money or property to, or guarantee the obligation of, any director or officer, unless approved by the Alaska Attorney General; provided, however, that this corporation may advance money to a director or officer of the Corporation or any subsidiary for expenses reasonably anticipated to be incurred in the performance of the duties of such officer or director so long as such individual would be entitled to be reimbursed for such expenses absent that advance.

Conflict of Interest

The purpose of the Conflict of Interest policy is to protect the Corporation’s interest when it is contemplating entering into a transaction or arrangement that might benefit the private interest of one of its officers or directors, or that might otherwise benefit in the private interest of one of its officers or directors, or that might otherwise result in a possible excess benefit transaction. This policy is intended to supplement but not replace any applicable state and federal laws governing conflict of interest applicable to nonprofit and charitable Organizations and is not intended as an exclusive statement of responsibilities.

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, who are considering the proposed transaction of arrangement.

Establishing a Conflict of Interest

After the disclosure of the financial interest and all material facts, and after any discussion with the interested person, the interested person shall leave the Board meeting while establishing a conflict of interest is discussed and voted upon. The remaining Board members shall decide if a conflict of interest exists.

Addressing Conflict of Interest

In the event that the Board should establish that a proposed transaction or arrangement establishes a conflict of interest, the Board shall then proceed with the following actions:

  1. Any interested individual may render a request or report at the Board meeting, but upon completion of said request or report the individual shall be excused while the Board discusses the information and/or material presented, and then votes on the transaction or arrangement proposed involving the possible conflict of interest.
  • The Chairperson of the Board shall, if deemed necessary and appropriate, appoint a disinterested person or committee to investigate alternatives to the proposed transaction or arrangement.
  • After exercising due diligence, the Board shall determine whether the Corporation can obtain will 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 Board 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. It shall make its decision as to whether to enter into the transaction arrangement in conformity with this determination.

Violations of Conflict of Interest Policy

Should the Board have reasonable cause to believe an interested person has failed to disclose actual or possible conflicts of interest, the Board shall then inform the interested person of the basis for such belief and afford the interested person an opportunity to explain the alleged failure to disclose.

If, after hearing the interested person’s explanation and after making further investigation as may be warranted in consideration of the circumstances, the Board determines the interested person intentionally failed to disclose an actual or possible conflict of interest, it shall take appropriate disciplinary and corrective action.

Procedures and Records

All minutes of the Board Meetings, when applicable, shall contain the following information:

  1. The names of all the persons who disclosed or otherwise were found to have a financial interest in connection with an actual or possible conflict of interest, the nature of the financial interest, any action taken to determine whether a conflict of interest was present, and the Board’s decision as to whether a conflict of interest in fact existed.
  2. The names of the persons who were present for discussions and votes relating to the transaction or arrangement, the content of the discussions, including any alternatives to the proposed transaction or arrangement, and a record of any votes taken in connection with the proceedings.

Annual Statements

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

  1. Has received a copy of the conflict of interest policy;
  • Has read and understands the policy;
  • Has agreed to comply with the policy; and
  • Understands the Corporation is charitable and in order to maintain its federal tax exemption it must engage primarily activities, which accomplish one or more of its tax-exempt purposes.

Mutual Directors

No contract or transaction or transaction between the Corporation and any Alaska non-profit public benefit Organization, of which one or more of its directors of this Corporation, is void or voidable because such director(s) are present at a meeting of the Board which authorizes, approves, or ratifies the contract or transaction if the material facts as to the transaction and as to such director’s other directorship are fully disclosed or known to the Board and the Board authorizes, approves, or ratifies the contract or transaction in good faith by a vote sufficient without counting the vote of the common director(s), or if the contract or transaction is just and reasonable as to the Corporation at the time it is authorized, approved or ratified.

Restriction on Interested Directors

Not more than 0 percent (0%) of the persons serving on the Board of Directors at any time may be interested persons. An interested person is (1) any person currently being compensated by the Corporation for services rendered to it within the previous twelve (12) months, whether as a full-time or part-time employee, independent contractor, or otherwise, excluding any reasonable compensation paid to a director; and (2) any brother, sister, ancestor, descendent, spouse, brother-in-law, sister-in-law, son-in-law, mother-in-law, or father-in-law of any such person. However, any violation of the provisions of this section shall not affect the validity or enforceability of any transaction entered into by the occupation.

Indemnification

To the fullest extent permitted by law, this Corporation shall indemnify its “agents,” as described by law, including its directors, officers, employees and volunteers, and including persons formerly occupying any such position, and their heirs, executors and administrators, against all expenses, judgments, fines, settlements and other amounts actually and reasonably incurred by them in connection with any “proceeding,” and including an action by or in the right of the Corporation, by reason of the fact that the person is or was a person described in that in the Non-Profit Corporation Act. Such right of indemnification shall not be deemed exclusive of any other right to which such persons may be entitled apart from this Article.

To the fullest extent permitted by law and except as otherwise determined by the Board in a specific instance, expenses incurred by a person seeking indemnification in defending any “proceeding” shall be advanced by the Corporation of an undertaking by or on behalf of that person to repay such amount unless it is ultimately determined that the person is entitled to be indemnified by the Corporation for those expenses.

The Corporation shall have the power to purchase and maintain insurance to the fullest extent permitted by law on behalf of any agent of the Corporation, against any liability asserted against or incurred by the agent in such capacity or arising out of the agent’s status as such, or to give other indemnification to the extent permitted by law.

ARTICLE 11 – EXECUTION OF CORPORATE INSTRUMENTS

Execution of Corporate instruments

The Board of Directors may, in its discretion, determine the method and designate the signatory officer or officers or other person or persons, to execute any corporate instrument or document, or to sign the corporate name without limitation, except when otherwise provided by law, and such execution or signature shall be binding upon the corporation.

Unless otherwise specifically determined by the Board of Directors or otherwise required by law, formal contracts of the Corporation, promissory notes, deeds of trust, mortgages, and other evidences of indebtedness of the Corporation, and other Organization instruments or documents, memberships in other Organizations, and certificates of shares of stock owned by the Corporation, shall be executed, signed and/or endorsed by Secretary or Treasurer or any Assistant Secretary or Assistant Treasurer.

All checks and drafts drawn on banks or other depositories on funds to the credit of the corporation, or in special accounts of the corporation, shall be signed by such person or persons as the Boards of Directors shall authorize to do so.

Loans and Contracts

No loans or advances shall be contracted on behalf of the corporation and no note or other evidence of indebtedness shall be issued in its name unless and except as the specific transaction is authorized by the Board of Directors. Without the express and specific authorization of the Board, no officer or other agent of the corporation may enter into any contract or execute and deliver any instrument in the name of and on behalf of the corporation.

ARTICLE 12 – RECORDS AND REPORTS

Maintenance and Inspection of Articles and Bylaws

The Corporation shall keep at its principal office the original or a copy of its Articles of Incorporation and bylaws as amended to date, which shall be open to inspection by the director’s at all reasonable times during daytime, weekday hours.

Maintenance and Inspection of Federal Tax Exemption Application and Annual Information Returns

The Corporation shall keep at its principal office a copy of its federal tax exemption application and its annual information returns for three years from their date of filing, which shall be open to public inspection and copying to the extent required by law.

Maintenance and Inspection of Other Corporate Records

The Corporation shall keep adequate and correct books and records of accounts, and written minutes of the proceedings of the Board and committees of the Board. All such records shall be kept at a place or places as designated by the Board and committees of the Board, or in the absence of such designation, at the principal office of the corporation. The minutes shall be kept in written or typed form, and other books and records shall be kept either in written or typed form or in any form capable of being converted into written, typed, or printed form. Upon leaving office, each officer, employee, or agent of the Corporation shall turn over to his or her successor or the Chairperson or President, in good order, such Organization monies, books, records, minutes, lists, documents, contracts or other property of the Corporation as have been in the custody of such officer, employee, or agent during his or her term of office.

Every member shall have the absolute right at any reasonable time to inspect all books, records and documents of every kind and the physical properties of the Corporation and each of its subsidiary Organizations. The inspection may be made in person or by an agent or attorney, and shall include the right to copy and make extracts of documents.

Preparation of Annual Financial Statements

The Corporation shall prepare annual financial statements using generally accepted accounting principles. Such statements shall be audited by an independent certified public accountant, in conformity with generally accepted accounting standards, under supervision of the Audit Committee established by these bylaws. The Corporation shall make these financial statements available to the Alaska Attorney General and members of the public for inspection no later than 1 month after the close of the fiscal year to which the statement relate.

Reports

The Board shall ensure an annual report is to be sent to all directors within 120 days after the end of the Corporations fiscal year, and which shall contain the following information:

  1. The assets and liabilities, including the trust funds, of this corporation at the end of the fiscal year.
  • The principal changes in assets and liabilities, including trust funds, during the fiscal year.
  • The expenses or disbursements of this corporation for both general and restricted purposes during the fiscal year.
  • The information required by Non-Profit Corporation Code concerning certain self-dealing transactions involving more than $50,000 or indemnifications involving more than $10,000 which took place during the fiscal year.

The report shall be accompanied by any pertinent report or independent accountants, or, if there is no such report, the certificate of an authorized officer of the corporation that such statement were prepared without audit from the books and records of the corporation.

ARTICLE 13 – FISCAL YEAR

The fiscal year for this Corporation shall begin on July 1 and shall end on June 30.

ARTICLE 14 – AMENDMENTS AND REVISONS

These bylaws may be adopted, amended or repealed by the vote of the members of the directors then in office. Such action is authorized only at a duly called and held meeting of the Board of Directors for which written notice of such meeting, setting forth the proposed bylaw revisions with explanations therefore, is given in accordance with these bylaws. If any provision of these bylaws requires the vote of a larger proportion of the Board than is otherwise required by law, that provision may not be altered, amended or repealed by that greater vote.

ARTICLE 15 –Organization SEAL

The Board of Directors may adopt, use and alter an Organization seal. The seal shall be kept at the principal office of the Corporation. Failure to affix the seal to any Corporation instrument, however, shall not affect the validity of that instrument.

ARTICLE 16 – CONSTRUCTION AND DEFINITIONS

Unless the context otherwise requires, the general provisions, rules of construction and definitions contained in the Non-Profit Corporation Law as amended from time to time shall govern the construction of these bylaws. Without limiting the generality of the foregoing, the masculine gender includes the feminine and neuter, the singular number includes the plural and the plural number includes the singular, and the term “person” includes an Organization as well as a natural person. If any competent court of law shall deem any portion of these bylaws invalid or inoperative, then so far as is reasonable and possible (i) the remainder of these bylaws shall be considered valid and operative, and (ii) effect shall be given to the intent manifested by the portion deemed invalid or inoperative.

CERTIFICATE OF SECRETARY

I, Gary Allen Jr, certify that I am the current elected and acting Secretary of the benefit Corporation, and the above bylaws, consisting of 17 pages, are the bylaws of this corporation as adopted by the Board of Directors on July 1, 2013, amended March 26, 2016, and that they have not been amended or modified since.

Amended on this 26th day of March, 2016, in the County of USA in the State Alaska.

ARTICLES OF INCORPORATION

The undersigned, a majority of whom are citizens of the United States, desiring to form a Non-Profit Corporation under the Non-Profit Corporation Law of , do hereby certify: 
  First: The name of the Corporation shall be Team Wrangell. 
  Second: The place in this state where the principal office of the Corporation is to be located is the City of Wrangell, Alaska, County of the USA. 
  Third: Said corporation is organized exclusively for charitable, religious, educational, and scientific purposes, including, for such purposes, the making of distributions to organizations that qualify as exempt organizations under section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code. 
  Fourth: The names and addresses of the persons who are the initial trustees of the corporation are as follows: Name – Penny Allen , Address – PO Box 1941 Wrangell, AK 99929 Name – Gary Allen , Address – PO Box 932 Wrangell, AK 99929 
  Fifth: No part of the net earnings of the corporation 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 Article Third hereof. No substantial part of the activities of the corporation shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the corporation shall not participate in, or intervene in (including the publishing or distribution of statements) any political campaign on behalf of or in opposition to any candidate for public office. Notwithstanding any other provision of these articles, the corporation shall not carry on any other activities not permitted to be carried on (a) by a corporation exempt from federal income tax under section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code, or (b) 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. 
If reference to federal law in articles of incorporation imposes a limitation that is invalid in your state, you may wish to substitute the following for the last sentence of the preceding paragraph: “Notwithstanding any other provision of these articles, this corporation shall not, except to an insubstantial degree, engage in any activities or exercise any powers that are not in furtherance of the purposes of this corporation.”
  Sixth: Upon the dissolution of the corporation, assets shall be distributed for one or more exempt purposes within the meaning of section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code, or shall be distributed to the federal government, or to a state or local government, for a public purpose. Any such assets not so disposed of shall be disposed of by a Court of Competent Jurisdiction of the county in which the principal office of the corporation 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. (added 7/11/16) Upon dissolution, any remaining net proceeds from gaming activity under AS 05.15 will be distributed to one or more existing permittees, other than a multiple-beneficiary permittee, in accordance with 15 AAC 160.020 (a)(5).   In witness whereof, we have hereunto subscribed our names this day of July 11, 2016

Team Wrangell Conflict of Interest Policy

A conflict of interest is defined as an actual or perceived interest by a staff or Board member in an action that results in, or has the appearance of resulting in, personal, organizational, or professional gain. Officers and members are obligated to always act in the best interest of the organization. This obligation requires that any officer or member, in the performance of organization duties, seek only the furtherance of the organization mission. At all times, officers and board members are prohibited from

using their job title or the organization’s name or property, for private profit or benefit.

A. The officers and members of the organization should neither solicit nor accept gratuities, favors, or anything of monetary value from contractors/vendors. This is not intended to preclude bona-fide organization fund raising-activities.

B. No officer, or member of the organization shall participate in the selection, award, or administration of a purchase or contract with a vendor where, to his knowledge, any of the following has a financial interest in that purchase or contract:

1. The officer or member;

2. Any member of their immediate family;

3. Their partner;

4. An organization in which any of the above is an officer, director or employee;

5. A person or organization with whom any of the above individuals is negotiating or has an arrangement concerning prospective employment.

C. Disclosure–Any possible conflict of interest shall be disclosed by the person or persons concerned.

D. Board Action–When a conflict of interest is relevant to a matter requiring action by the Board, the interested person(s) shall call it to the attention of the Board and said person(s) shall not vote on the matter. In addition, the person(s) shall not participate in the final decision or related deliberation regarding the matter under consideration. When there is a doubt as to whether a conflict exists, the matter shall be resolved by vote of the Board of Trustees, excluding the person(s) concerning whose situation the doubt has arisen.

E. Record of Conflict–The official minutes of the Board shall reflect that the conflict of interest was disclosed and the interested person(s) did not participate in the final discussion or vote and did not vote on the matter.

F. person signing this agreement has received a copy of this policy, read and understands this policy, agrees to comply with this policy, and understands the organization is charitable and in order to maintain its federal tax exemption, it must engage primarily activities, which accomplish one or more of its tax purposes.

Official Agency Title:  Team Wrangell

MISSION STATEMENT

Maintain a Sports Program for our youth to develop Important Life Skills, Positive Attitudes, Teamwork, Confidence, Sportsmanship, and Respect for themselves, peers and community members. Provide a safe, positive, honest environment for development to become healthy, successful community members and leaders who will contribute to society in a positive way.

Board of Directors:

Penny Allen: Chair/Treasurer/Director, and Gaming member in charge  

Kaelene Harrison: VP/Secretary/Director, and alternate Gaming member in charge  

Wayne Easterly: Director  

Team Wrangell Whistle Blower Policy

Team Wrangell requires directors, officers, and employees to observe high standards of business and personal ethics in the conduct of their duties and responsibilities. As employees and representatives of Team Wrangell, we must practice honesty and integrity in fulfilling our responsibilities and comply with all applicable laws and regulations.

Reporting Responsibility: This Whistleblower Policy is intended to encourage and enable employees and others to raise serious concerns internally so that Team Wrangell can address and correct inappropriate conduct and actions. It is the responsibility of all board members, officers, employees, and volunteers to report concerns about violations of Team Wrangell’s code of ethics or suspected violations of law or regulations that govern Team Wrangell’s operations. No Retaliation It is contrary to the values of Team Wrangell for anyone to retaliate against any board member, officer, employee or volunteer who in good faith reports an ethics violation, or a suspected violation of law, such as a complaint of discrimination, or suspected fraud, or suspected violation of any regulation governing the operations of Team Wrangell. An employee who retaliates against someone who has reported a violation in good faith is subject to discipline up to and including termination of employment.

Reporting Procedure: Team Wrangell has an open-door policy and suggests that employees share their questions, concerns, suggestions or complaints with the Administrator or any Director. If you are not comfortable speaking with the Administrator or a Director, or you are not satisfied with the response, you are encouraged to speak with other Board Members. The Administrator and Directors are required to report complaints or concerns about suspected ethical and legal violations in writing to the Board of Directors, who have the responsibility to investigate all reported complaints.

The Administrator is responsible for ensuring that all complaints about unethical or illegal conduct are investigated and resolved. The Administrator will advise the Board of Directors of all complaints and their resolution and will report at least annually to the Directors on compliance activity relating to accounting or alleged financial improprieties.

Accounting and Auditing Matters: Team Wrangell’s Administrator shall immediately notify the Board of Directors of any concerns or complaint regarding corporate accounting practices, internal controls, or auditing and work with the committee until the matter is resolved.

Acting in Good Faith: Anyone filing a written complaint concerning a violation or suspected violation must be acting in good faith and have reasonable grounds for believing the information disclosed indicates a violation. Any allegations that prove not to be substantiated and which prove to have been made maliciously or knowingly to be false will be viewed as a serious disciplinary offense.

Confidentiality: Violations or suspected violations may be submitted on a confidential basis by the complainant. Reports of violations or suspected violations will be kept confidential to the extent possible, consistent with the need to conduct an adequate investigation.

Handling of Reported Violations: Team Wrangell’s Administrator will notify the person who submitted a complaint and acknowledge receipt of the reported violation or suspected violation. All reports will be promptly investigated, and appropriate corrective action will be taken if warranted by the investigation.

Administrator: Penny Allen, PO Box 1941 Wrangell, AK 99929 : cell:907-305-0910 : personal email – theallensisters@hotmail.com

Board of Directors Email: Teamwrangell@outlook.com

Policy approved by the Board of Directors on 11/12/2025

Penny Allen: Chair/Treasurer/Director, Gaming Member in Charge  

Kaelene Harrison: VP/Secretary/Director, Alternate Gaming Member in Charge  

Wayne Easterly: Director