LakeHavasuCounty.com

Manager Review, Inc. By-laws

March 20, 2003, revised 10-1-03, 10-24-03, 12-13-04, and 6-15-05 

PURPOSE:  This is a non-profit public service 501(c)4 corporation (IRS approved tax-exempt) established to educate and inform the public in the Lake Havasu City area, on matters of performance of county government.

MEMBERSHIP:  Any person, partnership, corporation, or non-governmental entity interested in and willing to support the objectives of the Corporation, and that contributes time and effort for no pay, service or product, to the operation of the Corporation and has contributed same to the Corporation, is qualified for membership. Membership will be restricted those willing to adhere to a reasonable code of business or professional conduct, willing to adhere to the purposes of the Corporation, and those demonstrably able to promptly do work and perform services. The Board of Directors reserves the right to reject any new application or application of those previously expelled. Members may be expelled using the same criteria applied for accepting new members or actions detrimental to the purpose of the corporation.

DUES:  There is no formal dues structure. However, a formal dues structure may be established by the Board should that be needed for the financial stability of the Corporation relative to the tasks at hand.

BOARD OF DIRECTORS:  The initial Board and the initial Executive Committee will consist of one member, Dr. William (Bill) Ullery (dbu) who is also the Chairman of the board and Statutory Agent for the Corporation. From among the organizational membership once such a group is established, the members may elect a Board of Directors. The Board may elect officers. The Executive Committee will be comprised of the officers of the Board. The Board may delegate powers and duties to the Executive Committee for the day-to-day operation of the Corporation. Board members shall not be paid a salary or stipend from the funds of the Corporation. Board members, upon approval by the Statutory Agent, may be reimbursed for expenses normally accepted by the IRS for operational costs. Initially, there shall be no employees. However, the Board may hire part-time or full-time employees, as finances will allow, including a C.E.O., secretary, investigative reporters, attorneys, etc. should that be needed for the stability of the Corporation relative to the tasks at hand. The Board may bestow a corporate title, and establish compensation for employees.

ELECTION OF BOARD:  Members will elect members to a Board of Directors. Only members of the Corporation can be nominated for a position on the Board. Board members serve at the pleasure of the members. 

BOARD MEETINGS:  Board meetings may be called by the Statutory Agent as needed. A quorum will consist of 50% plus one (1) of currently active Board members. Board meetings may be called on a 24-hour notice by phone, fax, and/or email. All Board business may be conducted by tele-conferencing, email, fax, mail, or in regular meetings.

OFFICERS:  On a schedule to be determined by the Statutory Agent, the Board will nominate a slate of officers for the Board. Only Board members may be nominated for a position of officer of the Corporation. Only Board members may vote for officers of the Board. Only officers may be members of the Executive Committee. Officer positions will include: Chair, Vice Chair, Past Chair, Secretary, and Treasurer.

STANDING COMMITTEES: Committee members must be members of the Corporation. The Board may reconfigure the standing committees as needed. The initial list of standing committees shall include:

Executive Committee, will consist of the elected officers and the past chair. The Executive Committee will run the day-to-day operations of the Corporation.

Legal Committee, will include members from the legal profession. This committee will advise the Executive Committee on publications, web site operation, IRS 501 (c)(3) requirements, litigation resulting from the activities of the organization, legal initiatives appropriate for the organization, and other matters relevant to the purposes and objectives of the organization. A review will be done of county actions and activity detrimental to the citizens of the Lake Havasu City area along with an analysis of the effect of misconduct in office of county elected and appointed officials.

Investigative Committee: will include members from the journalism and law enforcement professions. This committee will conduct investigations and interview people with knowledge and experience with those governmental officials being evaluated. Reports will be prepared for posting on the Corporation’s web site and for publication in the local newspaper. Well-written, readable, and relevant reports are essential in communicating the results of the Corporation’s efforts.

Finance Committee, will include members from the accounting and banking professions to insure the financial integrity of the Corporation. Members and contributors must be confident of the way money is collected, spent and reported.

Membership Committee, will develop a membership campaign to secure the broadest possible involvement of citizens of the Lake Havasu City area. Membership dues and funds contributed by members and the community at large, will be the life-blood of the Corporation. The Membership Committee will also be charged with fund-raising from organizations and individuals that cannot for various reasons, be listed as members of the Corporation.

Internet Committee, will expand and improve the Corporation’s web site;  www.lakehavasucounty.com   The email address initially will be;  dbu@lakehavasucounty.com   Provision must be made to effectively display documents for public access. A bulletin board, chat room and other features related to the major focus and primary project of the Corporation will be essential. The web site is also intended to keep to a minimum, mailings, copying, phone and other typical office and corporate expenses by coordinating communication through the Internet.

BOOKS AND RECORDS: The Corporation shall keep, at its principal office for business, complete books and records of account and minutes of the proceedings of the Board. Such information may be made available to the public via the web site at the discretion of the Statutory Agent.

AMENDMENT OF BY-LAWS: These By-Laws may be amended, altered, repealed or new By-Laws adopted by the affirmative vote of a majority of the whole of the Board at any regular meeting of the Board.

CONTRACTS: The Corporation may enter into contracts and other transactions as deemed appropriate by the Board. The Corporation as soon as finances permit, will secure liability insurance coverage for its officers and Board members. The Legal Committee will prepare a policy on indemnifications of officers and Board members for inclusion in the By-Laws.

FINANCES:  No notes or obligations of the Corporation shall be made or entered into without the authority of the Board.

EXECUTION OF DOCUMENTS: Unless otherwise authorized by the Board, all contracts, leases, deeds, deeds of trust, mortgages, powers of attorney, and all other documents requiring the seal of the Corporation shall be executed for and on behalf of the Corporation by the Statutory Agent or by an officer specifically authorized by the Board to perform such duties in the absence of the Statutory Agent.

DISILLUSION CLAUSE: 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 federal tax code, or shall be distributed to the federal government, or to a state or local government, for a public purpose.

 CORPORATE SEAL:  The corporate seal for the Corporation shall be in the form of an Arizona Notary Public seal verifying the signature of the Statutory Agent or designee.

 CERTIFICATE OF ADOPTION:  The undersigned being the Statutory Agent of said corporation, hereby certifies that the foregoing are the By-Laws adopted at the first meeting of the Board held on the 20^th day of March 2003 (the day of the start of the war with Iraq), revised on 10-1-03, 10-24-03, 12-13-04, and 6-15-05.

 __________________________________.

Dr. William Ullery, Statutory Agent

 MANAGER REVIEW, Inc.

P.O. Box 1020

Lake Havasu City, AZ 86405-1020

Phones;  928-453-2414 voice,  800-345-2414 toll free,  928-453-1186 fax

Email;  dbu@lakehavasucounty.com      Web site;  www.lakehavasucounty.com

DEPARTMENT OF THE TREASURY

INTERNAL REVENUE SERVICE
P.0. BOX 2508 CINCINNATI, OH 45201

Dear Applicant
We are pleased to inform you that upon review of your application for tax- exempt status we have determined that you are exempt from Federal income tax under section SOl{c) {4) of the Internal Revenue Code. Because this letter could help resolve any questions regarding your exempt status, you should keep it in your permanent records.
Please see enclosed Information for Organizations Exempt Under sections Other Than SOl{c) {3) for some helpful information about your responsibilities as an exempt organization.
Sincerely,

Lois G. Lerner
Director, Exempt Organizations Rulings and Agreements

Enclosure; Information for Organizations Exempt Under Sections Other Than SOl{c) {3)

Letter 948 {DO/CG)