What the Board Does

• Sets governance direction and safeguards mission alignment (duty of obedience).
• Oversees finances, budgets, and controls (duty of care).
• Acts in the best interest of the organization and avoids private benefit (duty of loyalty).
• Approves major contracts, policies, and any paid operational arrangements outside board duties.

Core Governance Rules (At a Glance)

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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 directors unless the Board explicitly designates an officer to be non-director (not typical).

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 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 as described in Article VIII.

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 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.

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 may be required prior to payment, as 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 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.

Resolution

WHEREAS, the Board of Directors of The Art of Drinking Water (the “Organization”) is responsible for governance oversight and compliance; and

WHEREAS, the Board desires to adopt governing documents and standard forms to support proper governance, recordkeeping, and compliance aligned with Section 501(c)(3);

NOW, THEREFORE, BE IT RESOLVED that the Board hereby adopts:

• Bylaws of The Art of Drinking Water (effective 12/15/2025)
• Governance Summary and Appendices A, B, C, D, E, F, G, and J as part of this Governance Packet

Certification

Board Officers (Voting)

Board Members (Voting)

Part A — Individual Information

Part B — Disclosure Questions

Check “Yes” if any item applies, then provide details in Part C.

Part C — Details (Required if any “Yes”)

Part D — Acknowledgment

Attendance

Call to Order & Quorum

The meeting was called to order at ________. A quorum was: ☐ confirmed ☐ not confirmed.

Approval of Previous Minutes

The minutes of the previous meeting were: ☐ approved ☐ amended ☐ deferred.

Reports

New Business

Resolutions & Votes

Record motions, seconds, outcomes, and any recusals clearly.

Conflicts of Interest & Recusals

☐ No conflicts disclosed ☐ Conflicts disclosed (describe):

Action Items

Adjournment

The meeting was adjourned at ________.

The undersigned, being all members of the Board of Directors of The Art of Drinking Water (the “Organization”), hereby consent to and adopt the following action(s) without a meeting, effective as of the date below, to the fullest extent permitted by law.

Action / Resolution

Disclosure & Recusal (if applicable)

If any director has a conflict related to this action, document it here and confirm recusal.

Signatures

Purpose

This policy sets baseline expectations for retaining, protecting, and accessing Organization records for legal, regulatory, audit, and grant purposes.

Scope

• Applies to Board members, officers, volunteers, and any operational leaders with access to records.
• Covers paper and electronic records, including cloud storage.

General Principles

• Records are retained as long as necessary for legal and operational purposes.
• Records must be accurate, complete, and protected from unauthorized access.
• Minutes, resolutions, and governance documents are stored in the “Minutes Book” folder (physical and/or digital).

Retention Schedule (Baseline)

Litigation / Investigation Hold

Access

• Board members may access governance records (minutes, bylaws, resolutions) upon request to the Secretary.
• Financial record access is controlled by the Treasurer and Board-approved controls (see Appendix J).

Purpose

This policy supports ethical fundraising, proper stewardship, and compliance with donor intent.

Gift Types

Donor Intent & Documentation

• Restricted gifts must have written donor intent (email, form, agreement, or letter).
• Restrictions are recorded in financial tracking and honored in spending and reporting.

Stewardship Gifts / Promotional Items

Declining Gifts

The Board may decline gifts that create legal risk, conflict with the mission, or include conditions the Organization cannot meet.

Approval Thresholds (Recommended)

Core Controls

• Segregation of duties: One person initiates; another reviews/approves when feasible.
• Monthly reconciliation: Bank activity reconciled monthly and reviewed by Treasurer.
• Receipts required: No reimbursement without documentation.
• Restricted funds: Tracked separately and spent per donor intent (Appendix G).
• COI safeguard: Vendor/contractor relationships require disclosure and recusal (Appendix C).

Reimbursements

• Reimbursements require a receipt and purpose statement.
• Reimbursements are approved by the Treasurer (or independent officer if Treasurer is the claimant).

Reserves (Recommended)