By-Laws

as revised and approved October 16, 2019

       ARTICLE I - GENERAL MATTERS

Section 1.  Name.  The name of this charitable corporation shall be “Kroka Expeditions, Inc.” (the “organization”), and its purposes shall be as set forth in the Articles of Organization and herein.

Section 2.  Location.  The location of the principal office of Kroka Expeditions shall be at 767 Forest Road, Marlow NH, or at such other place in the United States as the Trustees shall from time to time determine.

Section 3.  Purposes.   Kroka is a non-profit wilderness expedition school for young people based on a year-round, organic farm in Marlow, New Hampshire. We believe that the consciousness and altruistic will can be brought forward through a living relationship with the natural world and by taking our places within the circle of community.

Section 4.  Members.  There shall be no members.

ARTICLE II - RESTRICTIONS

Section 1.  Kroka Expeditions shall not have or exercise any power or authority either expressly, by interpretation or by operation of law, nor shall it directly or indirectly engage in any activity, that would prevent the organization from qualifying (and continuing to qualify) as a charitable organization described in Section 501(c)(3) of the Internal Revenue Code of 1986, as amended (hereinafter, “the Code”).  

Section 2.  No substantial part of the activities of Kroka Expeditions shall consist of carrying on propaganda, or otherwise attempting, to influence legislation; nor shall it in any manner or to any extent participate in, or intervene in (including the publishing or distributing of statements), any political campaign on behalf of any candidate for public office.

Section 3.  Kroka Expeditions shall never be operated for the primary purpose of carrying on a trade or business for profit.  Neither the whole, nor any part or portion, of the assets or net earnings of the organization shall be used, nor shall Kroka Expeditions ever be organized or operated, for purposes that are not exclusively charitable, literary or educational within the meaning of Section 501(c)(3) of the Code.

No part of the net earnings of the Kroka Expeditions Inc. shall inure to the benefit of any member, trustee, trustee, officer of the organization, or any private individual (except that reasonable compensation may be paid for services rendered to or for the organization), and no member, trustee, officer of the organization or any private individual shall be entitled to share in the distribution of any of the organization’s assets on dissolution of the organization.

Section 4.  In the event of termination, dissolution or winding up of the organization in any manner or for any reason whatsoever, its remaining assets, if any, shall be distributed to (to the extent feasible) one or more organizations which, in the opinion of the Board of Trustees will carry on activities which are analogous to those of the organization; provided, however, that any organization to which such assets are distributed must be an organization described in Section 501(c)(3) of the Code.

Section 5.  Subject to the foregoing provisions of this ARTICLE II, the powers and purposes of Kroka Expeditions shall at all times be so construed and limited as to enable the organization to qualify as a charitable corporation organized and existing under the laws of the States of Vermont and New Hampshire.

       

ARTICLE III - BOARD OF Trustees        

Section 1.  Responsibilities and Number.   The board of trustees shall consist of not fewer than three (3) trustees, and such additional members as the Board of Trustees may determine from time to time.  The Board of Trustees shall accept accountability for both the financial stability and the financial future of the organization, engaging in strategic financial planning, assuming primary responsibility for the preservation of capital assets and endowments, approving operating budgets, and participating actively in fundraising.

       Section 2.  Election and Term of Office.  The Board of Trustees shall elect new Trustees as needed at each Annual or Special Meeting, and each Trustee shall serve for a period of three (3) years after being elected to the Board.  The Trustee can choose to serve additional three years terms at their own discretion, but are not obligated to do so.  

Section 3.  Resignation.  Any Trustee may resign at any time by giving written notice of such resignation to the Board of Trustees.  Such resignation shall be effective at the time specified therein, or if no time is specified, upon receipt.

Section 4.  Vacancies.  By Special Meeting, the Board of Trustees may, from time to time, fill vacancies on the Board in the middle of a term that are created by the resignation, death or disability of a Trustee; or the Board may so elect one or more persons to be additional Trustees.  These Trustees are also expected to serve a term of three (3) years and can serve additional three year terms at their own discretion.  The Board of Trustees by consensus of the persons then serving as Trustees may with or without cause remove any person as a Trustee after reasonable notice and opportunity to be heard granted to such person.

Section 5.  Committees.  The Board of Trustees may elect from the Board such committees as the Board deems appropriate.  Each such Committee shall serve at the pleasure of the Board of Trustees, but each Committee member's term on the Committee shall expire at such time as they are no longer a member of the Board of Trustees.  Except as the Board of Trustees may otherwise determine, each such committee may make rules for the conduct of its business, but unless otherwise determined by the Board or in such rules, its business shall be conducted as nearly as possible as is provided in these By-Laws for the conduct of the business of the Board of Trustees.

ARTICLE IV - MEETINGS OF THE BOARD OF TRUSTEES

Section 1.  Time of Meetings.  The first Annual Meeting of the Board of Trustees shall be held on the last Wednesday of January of each year, or at any other date specified by the Board of Trustees.  There will be a minimum of four meetings each calendar year.  Special Meetings in addition to, or in lieu of, the Annual Meeting, may be called by the President or on the written request of at least a quorum of the Board of Trustees.

Section 2.  Notice.  Seven days notice shall be given for all meetings stating the date, purpose, time and place of such meeting.

       Section 3.  Consensus and Quorum.  All decision making by the board of trustees will be made by consensus [see Article XIII].   A majority of the Trustees shall constitute a quorum at all meetings; provided, however, no less than three (3) Trustees shall constitute such a quorum.  Notwithstanding the generality of the foregoing, in order to amend or replace the By-Laws, the same must be approved by two-thirds of the persons then serving as Trustees, as more particularly provided in Article XI below.

Section 4.  Waiver of Notice.  Whenever any written notice is required to be given by these By-Laws, a waiver of notice signed either before or after the action for which notice is required shall have the effect of written notice.

Section 5.  Action Without Meeting.  Any action required or permitted to be taken at any meeting of the Trustees may be taken without a meeting if all the Trustees consent to the action in writing and the written consents are filed with the records of the meetings of the Trustees.  Such consents shall be treated for all purposes as a vote at a meeting.  Electronic forms of consent such as, but not limited to, email are also permitted.

ARTICLE V - OFFICERS

          Section 1.  Election.  The Board of Trustees shall elect from its members a President, a Treasurer, and a Secretary who shall be elected at the Annual Meeting of the Board of Trustees (or Special Meeting in lieu thereof).  

Section 2.  Term.  Except as otherwise provided by law, by the Articles of Organization as amended or by these By-Laws, the President, Treasurer, and Secretary shall hold office until the next Annual Meeting of the Board of Trustees and until their respective successors are chosen and qualified.  All other officers shall hold office for a similar period, unless a different time is specified in the vote choosing or appointing such officer or officers.  Any officer may be re-elected to the same office for any number of consecutive or non-consecutive terms.

Section 3.  Resignations and Removal.  Any officer may resign by delivering their written resignation to the Board of Trustees at its principal office or to the President, or Secretary.  Such resignation shall be effective at the time or upon the happening of the condition, if any, specified therein or, if no such time or condition is specified, upon its receipt.

The Board of Trustees by consensus of the persons then serving as Trustees may with or without cause remove any person as an Officer after reasonable notice and an opportunity to be heard granted to such person.

Section 4.  Vacancies.  A vacancy in any office shall be filled by the Board of Trustees at any regular or special meeting called for that purpose.

Section 5. Duties.  The officers shall perform the duties customarily belonging to their respective offices or conferred upon them from time to time by the Board of Trustees, including the powers and duties listed below:

a.        The President shall serve as chief executive officer of the Board of Trustees and shall preside at all meetings of the Board of Trustees.  

b.        The Treasurer shall be the chief financial officer of the organization and shall cause to be kept accurate accounts sufficient to preserve capital accounts, assets, and endowments.  The treasurer shall arrange for and report upon the annual review or audit of the organization’s finances by an independent accountant or agency.  The treasurer shall review and approve the organization’s fiscal operating manual on an annual basis.

c.        The Secretary shall keep full and accurate records of the board meetings, committee meetings and all decisions made.  The secretary shall issue calls and notices of such meetings.

ARTICLE VI - COMPENSATION

No Trustee or Officer shall receive compensation for serving as such.  Trustees and Officers may be reimbursed for reasonable out-of-pocket expenses incurred in connection with the affairs of the organization.  No Trustee or Officer shall be prevented from receiving compensation for services rendered in any other capacity by reason of the fact that they are  also a Trustee or Officer.  A Trustee must abstain from participating in any vote concerning their own compensation as officer, employee, or consultant, or concerning the compensation of a related person.

       

ARTICLE VII - BENEFACTORS, SPONSORS, ADVISORS AND FRIENDS OF THE ORGANIZATION

The Board of Trustees may from time to time designate certain persons or groups of persons as benefactors, sponsors, advisors, or friends of Kroka Expeditions or such other title as they deem appropriate.  Such persons shall serve in an honorary capacity and, except as the Board of Trustees designates, such persons in such capacity shall have no right to notice of or to vote at any meeting, shall not be considered for purposes of establishing a quorum, and shall have no other rights and responsibilities.

       

ARTICLE VIII - INDEMNIFICATION OF TRUSTEES AND OFFICERS

Kroka Expeditions shall to the extent legally permissible indemnify each of its present and former Trustees and Officers (and the heirs, executors and administrators of such Trustee or Officer) against all expenses and liabilities which he or she has reasonably incurred in connection with or arising out of any action or threatened action, suit or proceeding in which he or she may be involved by reason of his or her being or having been a Trustee or an Officer of the organization, such expenses and liabilities to include, but not be limited to, judgments, court costs and attorney's fees and the cost of reasonable settlements.  No such indemnification shall be made in relation to matters as to which such Trustee or Officer shall be finally adjudged in any such action, suit, or proceeding (i) for breach of the Officer’s or Trustee’s duty of loyalty to the corporation, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of the law, or (iii) for any transaction from which the Officer or Trustee derived an improper personal benefit.  In the event that a settlement or compromise of such action, suit or proceeding is effected, indemnification may be had but only if the Board of Trustees (not including the vote of any person seeking indemnification hereunder) shall have determined that such settlement or compromise is in the best interest of the organization and that such Trustee or Officer appears to have acted in good faith in the reasonable belief that his or her action was in the best interests of the organization, and if the Board of Trustees shall have adopted a resolution approving such settlement or compromise.

The foregoing right of indemnification shall not be exclusive of other rights to which any Trustees, Officer, or other corporate personnel may be entitled as a matter of law.

ARTICLE IX - REPORTING REQUIREMENTS

       Section 1.  Annual Return.  Every year Kroka Expeditions shall file annual income tax returns and informational returns, at such time and in such manner as required by the Code.  

       Section 2.  Public Disclosure.  Kroka Expeditions shall comply with the requirements of Section 6104(d) of the Code and the Federal Regulations promulgated thereunder, as now in effect and as may be amended.

       

ARTICLE X - MISCELLANEOUS PROVISIONS

Section 1.  Fiscal Year.  The fiscal year of Kroka Expeditions shall be the calendar year.

Section 2.  Corporate Records.  Kroka Expeditions shall maintain in the State of Vermont or New Hampshire its Articles of Organization, any amendments thereto, its By-Laws and records of all meetings of the Board of Trustees.  Such copies and records may be maintained at the principal office of the organization or the office of the Secretary, and shall be open at all reasonable times to the inspection of any Trustee for a proper purpose.  Upon the request of any Trustee, the Secretary shall deliver to any Trustee a copy of any of the foregoing documents and instruments.

Section 3. Kroka Endowment Fund.  Kroka Expeditions shall  establish the Kroka Scholarship Endowment for the purpose of providing financial add to qualified students.  The annual payout to be no more than the previous year’s annual gain so as to maintain a balance with the exception that a unanimous vote by the Board would be required to exceed the annual limit.  

ARTICLE XI - AMENDMENTS TO BY-LAWS

These By-Laws may be amended or replaced by new By-Laws adopted at any Annual or Special Meeting of the Board of Trustees provided that notice of the proposed action shall have been given in the call for such Meeting; and provided that the affirmative vote of two-thirds of the persons then service as Trustees shall be required to approve any such action.  

                                       

ARTICLE XII - CONFLICT OF INTEREST

Any possible conflict of interest on the part of any member of the Board, officer or employee of the Corporation, shall be disclosed in writing to the Board and made a matter of record through an annual procedure and also when the interest involves a specific issue before the Board.  Where the transaction involving a board member, trustee or officer exceeds five hundred dollars ($500) but is less than five thousand dollars ($5,000) in a fiscal year, consensus of the disinterested trustees is required.  Where the transaction involved exceeds five thousand dollars ($5,000) in a fiscal year, then consensus of the disinterested trustees and publication in the required newspaper is required.  The minutes of the meeting shall reflect that a disclosure was made, and the consensus process.  

Every new member of the Board will be advised of this policy upon entering the duties of his or her office, and shall sign a statement acknowledging, understanding of and agreement to this policy.  The Board will comply with all requirements of New Hampshire law in this area and the New Hampshire requirements are incorporated into and made a part of this policy statement.

ARTICLE XIII - CONSENSUS DECISION MAKING

Decisions of the Board of Trustees shall be made by unanimous agreement, and shall be adopted when all participants consent to the result of discussion about a proposal.  Trustees who do not agree with a proposal are responsible for expressing their concerns.  During a meeting, once an agenda for discussion has been set, each item of the agenda is addressed in turn.  Each decision arising from an agenda item will follow through this simple process:

    1. Discussion of the item: The item is presented to the Board of Trustees in advance of the meeting, and/or presented at the meeting and discussed with the goal of identifying opinions and information on the topic at hand.

    2. Formation of a proposal: Based on the discussion, a formal decision proposal on the issue is presented to the group.

    3. Call for consensus: The facilitator of the Board of Trustees calls for consensus on the proposal. Each member of the group usually must actively state their agreement with the proposal, (often by using a hand gesture or raising a colored card, to avoid the group interpreting silence or inaction as agreement.)  

If consensus is not achieved, each dissenter presents his or her concerns on the proposal, potentially starting another round of discussion to address or clarify the concern.  The proposal may be amended, re-phrased, or tabled in an attempt to address the concerns of the board members. The process then returns to the call for consensus and the cycle is repeated until a satisfactory decision is made.

When a call for consensus on a proposal is made, each member has one of three options:

* Affirm: To express acceptance (or enthusiasm for) the proposal.

* Stand aside: A "stand aside" may be registered by a trustee who has a "serious personal disagreement" with a proposal, but is willing to let the motion pass. Although stand asides do not halt a motion, it is often regarded as a strong "nay vote" and the concerns of board members standing aside are usually addressed by modifications to the proposal. Stand asides may also be registered by trustees who feel they are incapable of adequately understanding or participating in the proposal.

* Block Any member of the Board of Trustees may "block" a proposal. A single block is sufficient to stop a proposal.  Blocks are generally considered to be an extreme measure, only used when a member feels a proposal "endangers the organization or its participants, or violates the mission of the organization".

ARTICLE XIV - ANTI-DISCRIMINATION

No otherwise qualified individual will be excluded from participation in, or denied the benefits of, or subjected to discrimination under any programs or activities of this Organization solely by reason of race, color, national origin, religion, age, sex, sexual preference, marital status, disability, or other protected category.

ARTICLE XV - COMPLAINT PROCEDURE AND WHISTLEBLOWER PROTECTION POLICY

All Directors, officers and employees of the Organization are expected to act in accordance with all applicable laws and regulations, and with the policies of the organization at all times, and to assist in ensuring that the Organization conducts its business and affairs accordingly. Any employee who has engaged in, or who reasonably suspects any other employee or Director of the Organization of engaging in, any violation of the law, regulations, ethical rules or any policy of the Organization must report such activity as soon as possible. Such activity may include, but is not limited to, financial wrongdoing (including circumvention of internal controls or violation of the accounting policies of the organization), fraud, harassment, or any other illegal or unethical conduct.  Reports may be made by writing to the Executive Director or to the Chairperson of the Board of Trustees, or if no such Chairperson has been selected, the President of the Board of Trustees.  Alternatively, employees may make such reports to their supervisor or to the Secretary, Treasurer, or President of the Board of Trustees of the Organization, where appropriate.  Any supervisor receiving such a report must refer it to the Executive Director or to the Chairperson of the Board of Trustees as soon as possible. Reports may be made anonymously.

                All reports will be investigated and handled in a timely and sensitive manner.  Confidentiality will be maintained throughout the investigation to the extent reasonable and practicable under the circumstances, and consistent with appropriate investigative and corrective action.

                Intimidation, coercion, threats, retaliation, discrimination or adverse employment action against any employee (or other person) for making a complaint, assisting in an investigation, or reporting an incident of financial wrongdoing, fraud, harassment or any other suspected illegal or unethical conduct, is prohibited. Anyone engaging in retaliation will be subject to appropriate disciplinary action, which may include termination.

The undersigned being all of the Trustees of Kroka Expeditions

as of this        16th    day of      October        , 2019

do hereby approve of the foregoing By-Laws

to replace any and all By-Laws existing prior to this date.

{all Trustees should sign below}