Bylaws

Article I — Name & Purpose

Section 1. Name

The legal name of the organization is The Art of Drinking Water, a Colorado nonprofit corporation (“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, including but not limited to programs that promote reflection, storytelling, emotional wellness, leadership development, and community engagement through creative, educational, and philanthropic initiatives.

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.
• Any such compensation must be determined in accordance with the Organization’s Conflict of Interest Policy, with the affected individual fully disclosing the interest and recusing themselves from deliberation and vote.
• 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, and shall not constitute a substantial part of the Organization’s activities.

Article II — Offices

Section 1. Principal Office

The principal office of the Organization shall be located in the State of Colorado, or at such other location as may be determined by the Board of Directors.

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, consistent with its charitable purpose and fiduciary duties under applicable law.

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.
• The Board may appoint non-voting advisory members by resolution.
• Officers are elected from among the directors, unless the Board explicitly designates an officer to be non-director (uncommon).

Section 3. Officer Roles

The duties of each officer shall be as prescribed by these bylaws or by resolution of the Board.

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 without limitations. 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.
• The director subject to removal shall be given notice and an opportunity to be heard by the board.
• 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, with meetings recommended to occur monthly or quarterly.

Section 2. Special Meetings

Special meetings may be called by the President + 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. Notice may be provided electronically.

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 in a meeting by telephone or video conference, if permitted by law, provided that all participants can hear one another. Participation by such means shall constitute presence in person.

Section 7. Action Without Meeting

Any action required or permitted to be taken at a meeting of the Board may be taken without a meeting if all directors consent in writing. Such written consent shall be filed with the minutes of the proceedings of the Board and shall have the same force and effect as a unanimous vote.

Article V — Committees

Section 1. Committees of the Board

The Board may establish committees comprised of directors and/or non-directors, as determined by the Board 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, and subject to any limitations imposed by the Board.

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
• Serves as the primary liaison between the Board and any executive or operational leadership.

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
• Reviews or presents an annual budget to the Board.
• 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 to provide professional or operational services to the Organization outside of their governance role, provided that such arrangements are fully disclosed, approved by an independent vote of the Board, documented in the Board’s minutes, compensated at fair market value, and subject to recusal in accordance with the Organization’s Conflict of Interest Policy. A completed Form W-9 shall 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 shall collect signed annual conflict of interest disclosures and retain them with the Organization’s records.

Article IX — Indemnification

To the fullest extent permitted by Colorado law, the Organization shall indemnify its directors and officers against any liability, loss, or expense (including reasonable attorneys’ fees) incurred in connection with their service to the Organization, provided that the individual acted in good faith and in a manner reasonably believed to be in the best interests 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 financial records, governing documents, committee records, and minutes of meetings of the Board and its committees. Such records shall be retained in accordance with applicable law and made available for inspection as required by law.

Article XI — Amendments

These bylaws may be amended or repealed by a two-thirds (2/3) vote of the Board 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, in accordance with applicable federal and Colorado law. 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 of the Organization is then located, exclusively for such purposes.

Article XIII — Adoption

These bylaws shall be adopted by the Board of Directors of The Art of Drinking Water upon approval by formal vote.

Certification

I certify that the foregoing bylaws constitute the bylaws of The Art of Drinking Water, a Colorado nonprofit corporation, as duly adopted by its Board of Directors.