|Section I||The name of this organization shall be “The Southern Nevada Breastfeeding Coalition” of The Breastfeeding Task Force of Nevada. It may be abbreviated as SNBC.|
|Section I||The SNBC will be based in the metropolitan Las Vegas (Nevada) area. The Coalition, however, shall serve the Statewide Breastfeeding Task Force of Nevada whenever needed.
SNBC will be conducted under the laws of the State of Nevada, and shall abide by the rules governing the state there within.
|Section I||The purpose of this organization shall be:
The Southern Nevada Breastfeeding Coalition is organized exclusively for educational purposes within the meaning of section 501 (c) (3) of the Internal Revenue Code Notwithstanding any other provisions of these articles, this organization shall not carry on any other activities not permitted (a) by an organization exempt from Federal income tax under section 501 (c) (3) of the Internal Revenue Code of 1986 ( or the corresponding provision of any future United States Internal Revenue law) or (b) by an organization contributions to which are deductible under section 170 (c) (2) of the Internal Revenue Code of 1986 (or corresponding provision of any future United States Internal Revenue law).
|ARTICLE VII||OFFICERS||Members of the Coalition will elect a Board from the general membership. The Board will include the President, Vice President, Treasurer, Board Advisor, and 1 “Member at Large”, from regions of Southern Nevada.|
|Section I||Duties of the Board Members:
|Section II||The Board will have full authority to manage the affairs of the Task Force subject to the instructions of the members.|
|VACANCY ON THE BOARD|
|Section IV||Donations will be accepted to support the work of the Coalition. Donations may be declined if deemed inappropriate by the members.|
|ARTICLE VIII||AMENDMENTS TO BY-LAWS|
|Section I||Upon the dissolution of this 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 corresponding section of any future tax code), or shall be distributed to the federal government, or to a state or local government, for the public purpose. Any such assets not so disposed of shall be disposed by the Court of Common Pleas of the county in which the principal office or the organization is then located, exclusively for such purposes or the such organization or organizations, as said Court shall determine, which are organized and operated exclusively for such purposes.|
|Section I||The SNBC shall, to the extent legally permissible, indemnify each person who may serve or who has served at any time as an officer, director, or employee of the Coalition against_ all expenses and liabilities, including, without limitation, counsel fees, judgments, fines, excise taxes, penalties and settlement payments, reasonably incurred by or imposed upon such person in connection with any threatened, pending or completed action, suit or proceeding in which he or she may become involved by reason of his or her service in such capacity; provided that no indemnification shall be provided for any such person with respect to any matter as to which he or she shall have been finally adjudicated in any proceeding not to have acted in good faith in the reasonable belief that such action was in the best interests of the corporation; and further provided that any compromise or settlement payment shall be approved by a majority vote of a quorum of directors who are not at that time parties to the proceeding.
No amendment or repeal of the provisions of this Article which adversely affects the right of an indemnified person under this Article shall apply to such person with respect to those acts or omissions which occurred at any time prior to such amendment or repeal, unless such amendment or repeal was voted by or was made with the written consent of such indemnified person.
This Article constitutes a contract between the SNBC and the indemnified officers, directors, and employees. No amendment or repeal of the provisions of this Article which adversely affects the right of an indemnified officer, director, or employee under this Article shall apply to such officer, director, or employee with respect to those acts or
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