Bylaws

Article I — Name & Purpose

Section 1. Name

The legal name of the organization is The Art of Drinking Water (“the Organization”).

Section 2. Purpose

The Organization is organized exclusively for charitable and educational purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code (or the corresponding section of any future federal tax code).

Section 3. Private Inurement & Political Activity

• No part of the net earnings of the Organization shall inure to the benefit of, or be distributable to, its directors, officers, or other private persons, except as reasonable compensation for services rendered in a non-board capacity as approved by the Board.
• The Organization shall not participate in any political campaign on behalf of or in opposition to any candidate for public office.
• Lobbying activities, if any, shall be limited to the extent permitted by law for a 501(c)(3) organization.

Article II — Offices

Section 1. Principal Office

The principal office of the Organization shall be in the State of Colorado, or such other location as the Board may determine.

Section 2. Registered Agent

The Organization shall continuously maintain a registered agent and registered office as required by Colorado law.

Article III — Board of Directors

Section 1. General Powers

The affairs of the Organization shall be managed by its Board of Directors (“the Board”). The Board may adopt policies, authorize contracts, approve budgets, and oversee the Organization’s activities consistent with its charitable purpose.

Section 2. Composition & Voting

• The Board shall consist of no fewer than three (3) and no more than fifteen (15) directors, unless changed by amendment to these bylaws.
• All directors are voting members of the Board unless otherwise specified by these bylaws or applicable law.
• Officers are elected from among the directors, unless the Board explicitly designates an officer to be non-director (uncommon).

Section 3. Officer Roles

The Board maintains the following officer roles:

• President
• Vice President
• Treasurer
• Secretary

Section 4. Term of Office

Directors shall serve terms of two (2) years and may be re-elected. To support continuity during early growth, initial terms may be staggered by Board resolution.

Section 5. Resignation, Removal, Vacancies

• A director may resign at any time by written notice to the President or Secretary.
• A director may be removed with or without cause by a two-thirds (2/3) vote of the directors then in office, consistent with applicable law.
• Vacancies may be filled by majority vote of the remaining directors.

Article IV — Meetings of the Board

Section 1. Regular Meetings

The Board shall hold regular meetings at a frequency determined by the Board (recommended: monthly or quarterly).

Section 2. Special Meetings

Special meetings may be called by the President, Treasurer, or any two (2) directors.

Section 3. Notice

Notice of meetings shall be provided at least forty-eight (48) hours in advance unless waived by unanimous consent or as otherwise permitted by law.

Section 4. Quorum

A quorum shall consist of a majority of the directors then in office.

Section 5. Voting

• Each director has one vote.
• Actions are approved by a majority vote of directors present at a meeting where quorum exists, unless a higher threshold is required by these bylaws or law.
• Directors with a conflict of interest must disclose and recuse in accordance with Article VIII and the Organization’s Conflict of Interest Policy.

Section 6. Remote Participation

Directors may participate by telephone or video conference if permitted by law, and such participation shall constitute presence in person.

Section 7. Action Without Meeting

Any action required or permitted at a meeting may be taken without a meeting if all directors consent in writing, as allowed by law.

Article V — Committees

Section 1. Committees of the Board

The Board may establish committees to support governance and operations. Committees serve at the pleasure of the Board.

Section 2. Committee Authority

Committees may make recommendations to the Board but may not exercise authority reserved to the full Board unless explicitly authorized and permitted by law.

Section 3. Suggested Committees

• Finance & Audit Committee
• Governance Committee
• Fundraising / Partnerships Committee
• Programs & Community Engagement Committee

Article VI — Officers

Section 1. Election & Term

Officers are elected by the Board and serve terms of one (1) year or until a successor is elected. Officers may be re-elected.

Section 2. President

• Presides over Board meetings
• Provides governance leadership and ensures the Board functions effectively
• May sign instruments on behalf of the Organization as authorized by the Board

Section 3. Vice President

• Supports the President and performs duties as assigned by the Board
• Assumes the President’s duties when the President is unavailable

Section 4. Treasurer

• Oversees financial reporting to the Board
• Chairs or supports finance oversight activities
• Ensures appropriate financial controls and documentation are maintained

Section 5. Secretary

• Maintains minutes of Board meetings and key governance documents
• Ensures notices are given in accordance with these bylaws
• Maintains the roster of directors and officers

Article VII — Compensation & Reimbursement

Section 1. Unpaid Board Service

Board service is voluntary and unpaid. Directors and officers shall not receive compensation for governance duties.

Section 2. Reimbursement

Directors may be reimbursed for reasonable, documented expenses incurred on behalf of the Organization when approved by the Board.

Section 3. Operational Services (Non-Board Capacity)

The Organization may compensate individuals for operational services performed in a non-board capacity when such compensation is: (a) reasonable, (b) approved by independent Board vote, (c) documented in meeting minutes, and (d) compliant with the Conflict of Interest Policy.

Recusal Requirement: Any director/officer with a financial interest (including their own stipend or contract) must disclose the interest and recuse from discussion and voting.

Section 4. Independent Contractors (W-9 / 1099)

Directors may be engaged separately for professional services outside their governance role provided the arrangement is disclosed, approved by independent Board vote, documented in minutes, compensated at fair market value, and subject to recusal. A completed Form W-9 will be required prior to payment when applicable.

Article VIII — Conflict of Interest

The Board shall adopt and maintain a Conflict of Interest Policy. All directors and officers shall comply with it, including disclosure, recusal, and documentation requirements. The Board will collect annual conflict of interest disclosures.

Article IX — Indemnification

To the fullest extent permitted by law, the Organization shall indemnify directors and officers against liabilities and expenses incurred in connection with their service to the Organization, provided the individual acted in good faith and in a manner reasonably believed to be in the best interest of the Organization.

Article X — Fiscal Year & Records

Section 1. Fiscal Year

The fiscal year of the Organization shall be January 1 to December 31 unless changed by Board resolution.

Section 2. Records

The Organization shall maintain accurate and complete books and records of account, including minutes of Board meetings, and shall make such records available as required by law.

Article XI — Amendments

These bylaws may be amended or repealed by a two-thirds (2/3) vote of directors then in office, provided notice of the proposed amendment is given at least forty-eight (48) hours prior to the meeting (or as otherwise permitted by law).

Article XII — Dissolution

Upon dissolution of the Organization, assets shall be distributed for one or more exempt purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code, or 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 in the county in which the principal office is then located, exclusively for such purposes.

Article XIII — Adoption

These bylaws were adopted by the Board of Directors of The Art of Drinking Water on 12/15/2025.

Certification

I certify that the foregoing bylaws constitute the bylaws of The Art of Drinking Water as duly adopted.