| We The People Foundation for Constitutional Education | Do you know your State Constitution? |
CERTIFICATE OF INCORPORATION under section 402 of the Not-For-Profit Corporation Law IT IS HEREBY CERTIFIED THAT: (1) The name of the corporation is: We The People Foundation For Constitutional Education, Inc. (2) The corporation is a corporation as defined in subparagraph (a) (5) of section 102 (Definitions) of the Not-For-Profit Corporation Law. (3) The purpose or purposes for which the corporation is formed are as follows: The Foundation is established to fulfill what its incorporators believe to be a fundamental need in New York State for more information, awareness, and knowledge about the state constitution, about the sovereignty of the people whose will the constitution is designed to express, and about the government it is meant to control. The need for such an informational campaign by the We The People Foundation has most recently been shown in the circumstances of the defeat of the constitutional convention question on November 4, 1997. The need for better information has at least three causes: first, the failure of the public schools of the state to teach the principles, history, and language of the state constitution; second, the failure of the political and governmental leadership of the state to draw attention to the upcoming ballot question or to acknowledge the need for governmental reform on a scale that can only be accomplished by the intensive, broadscale review and revision of a periodic Constitutional Convention (in fact, the government did nothing to let the people know the question was on the ballot and how the convention process would work); and third, the need for the citizenry to always be vigilant and conscious about their right to conduct a wholesale revision and amendment process through a Constitutional Convention. In view of the enlightened and supportive editorial analysis provided by almost all of the sixty-five major daily newspapers circulated in the State, what happened on November 4, 1997, was a grave socio-political calamity. The required referendum provided an opportunity for the people of the State of New York to elect "special delegates" who, in convention assembled, would review and evaluate the performance of their government and recommend any necessary revisions to their State Constitution. The referendum was ordered to occur by the Constitution itself, without fail, every twenty years, unless a shorter period should be ordered by the Legislature. The question was defeated 60-40 at the ballot box in an off-year election in which some counties recorded an unprecedented low voter turnout. It can only be assumed that not enough supportive information was publicized about the issue to enable voters to recognize the importance and opportunity it afforded. Amid almost universal agreement that New York’s government badly needs fixing, in order to provide and sustain appropriate governmental organization, functions and procedures, this defeat -- one that denied the people of the State a fundamental right -- was organized and paid for by well-financed and highly-organized special interests concerned that constitutional revision and governmental reform would result in changes to their hard-won institutional benefits and that the type of public attention engendered by a "wholesale" evaluative and amending process would interfere with the easily manipulated legislative constitutional amendment process now considered by them to be practical and "comfortable." The preponderantly negative vote was "bought" by strong "political-type" organizations that were not concerned about the public interest, and that were supported by the leadership of the state’s labor unions, with their "war chest" derived substantially from statutory State-employee dues deductions, and by a major contribution from the leadership of the Trial Lawyers Association. Representing themselves as a "citizens group" they conducted a major direct mail and television campaign full of outright misstatements and innuendoes, playing upon the fears of their constituencies, which voted the party line, based on false premises, not the public interest. Obviously, this calls for an answer that can only be supplied by a Statewide educational effort. The Foundation’s education program will work to inform the public, increase awareness, and encourage appropriate governmental reform through constitutional processes. The Foundation will organize throughout the State, will obtain the necessary funding, for the work, through contributions, and will use its influence and funds to facilitate other programs and activities pursuing the same socially beneficial ends. (4) The corporation, in furtherance of its corporate purposes above set forth, shall have all the powers enumerated in section 202 of the Not-For Profit Corporation Law, subject to any limitations provided in the Not-For-Profit Corporation Law or any other statute of the State of New York. (5) The corporation shall be a Type B corporation pursuant to section 201 of the Not- For-Profit Corporation Law. (6) The initial Directors are: Robert L. Schulz, 2458 Ridge Road, Queensbury, New York 12804 (7) The office of the corporation is to be located in the County of Washington, State of New York. (8) The Secretary of State is designated as agent of the corporation on whom process may be served. The post office address to which the Secretary of State shall mail a copy of any such process is: 2458 Ridge Road (9) No part of the income of the corporation shall inure to the benefit of any member, trustee, director, officer of the corporation, or any private individual (except that reasonable compensation may be paid for services rendered to or for the corporation affecting one or more of its purposes), and no member, trustee, officer of the corporation or any private individual shall be entitled to share in the distribution of any of the corporate assets on dissolution of the corporation. (10) No substantial part of the activities of the corporation shall be carrying on propaganda, or otherwise attempting to influence legislation, or participating in, or intervening in (including the publication or distribution of statements), any political campaign on behalf of any candidate for public office. (11) In the event of dissolution, all of the remaining assets and property of the corporation shall after necessary expenses thereof be distributed to such organizations as shall qualify under Section 501 (c)(3) of the Internal Revenue Code of 1954, as amended, subject to an order of a Justice of the Supreme Court of the State of New York. (12) The corporation shall distribute its income for each taxable year at such time and in such manner as not to subject it to tax under Section 4942 of the Internal Revenue Code of 1954; as amended, and the corporation shall not (a) engage in any act of self-dealing as defined in Section 4941 (d) of the Code; (b) retain any excess business holdings as defined in Section 4943 (c) of the Code; (c) make any investments in such manner as to subject the corporation to tax under Section 4944 of the Code; or (d) make any taxable expenditures as defined in Section 4945 (d) of the Code. IN WITNESS WHEREOF, the undersigned incorporator, or each of them if there are more than one, being at least eighteen years of age, affirm(s) that the statements made herein are true under the penalties of perjury. SIGNED THIS DATE: November 24, 1997 Robert L. Schulz Paul Gilchrist Keith W. McCart Filed by: BYLAWS FOR WE THE PEOPLE FOUNDATION FOR CONSTITUTIONAL EDUCATION, INC. ARTICLE I. GENERAL. 1. Name. This organization is named We The People Foundation for Constitutional Education, Inc., (the Foundation) and is incorporated under the laws of the State of New York, Not-For-Profit Corporation Law, subparagraph (a)(5) of Section 102 (Definitions). It shall be a Type B corporation pursuant to Section 201. 2. Location. The principal corporate office of the Foundation is located in Washington County, New York. Its mailing address is 2458 Ridge Road, Queensbury, New York, 12804. 3. Purpose. The Foundation is established to fulfill a fundamental need in New York State for more public information, awareness, and knowledge about the state constitution, about the sovereignty of the people whose will the constitution is supposed to express, and about the government it is meant to control. The Foundation will address these needs with a variety of educational programs, research and investigation into constitutional issues, and evaluation of governmental performance with respect to the constitution. ARTICLE II. BOARD OF DIRECTORS. 1. The activities of the Foundation shall be overseen, regulated, and generally directed by a Board of Directors (the Board). The initial Board is appointed by the Foundation's Incorporators and is comprised of twenty-two (22) members as listed on the List of Initial Members of the Board of Directors, attached. The size of the Board may be changed from time to time through amendment to the Bylaws by the Board of Directors. 2. Terms and succession. Members of the Board shall serve until new members are selected. Members shall be elected or re-elected by the Board at a meeting scheduled to be held in October 1999. Such election may occur sooner if so determined by the Board. 3. Meetings. Regular meetings of the Board shall be held quarterly. At least ten days prior to each meeting, the Secretary shall send to each member written notification of the meeting, including a preliminary agenda, as prepared by the Chairman, and notice of any actions taken by the Executive Committee. Special meetings may be called by the Chairman upon seven days' written notice to members of the Board. 4. Quorum. For the purposes of conducting business at a meeting of the Board, at least 8 members must be present. A majority of those present and voting shall be sufficient to pass a motion. If there is not a quorum, business may be conducted by the Executive Committee, as prescribed below, waiving 24-hour notice. If there is not a quorum at a meeting of the Board at which a matter is to be voted upon that is beyond the power of the Executive Committee to take action upon, the motion or resolution may be sent out to the Board members by the Secretary for ratification; such ratification shall require that a majority of the Board members send back a response approving the motion. 5. Order of Business. The order of business at regular board meetings shall be as follows: roll call; requests for additional agenda items; vote to approve minutes of previous meeting; committee reports; officers' reports; old business; new business. Meetings shall be guided by Roberts' Rules of Order. 6. Removal of board member. A member of the Board may be removed from office for actions or behavior detrimental to the purposes of the Foundation by a majority vote in a meeting of the Board at which a quorum is present. ARTICLE III. OFFICERS AND OFFICIALS. 1. The Board of Directors shall elect from among its members a Chairman, Vice-Chairman, Treasurer, and Secretary. The Board may also designate other officials, including a Bookkeeper/accountant and an Attorney. Duties are as follows: The Chairman shall be the Executive Officer of the Foundation, and shall perform all the duties usually incident to such office. The Vice-Chairman shall have authorization to perform the duties of the Chairman in the event the Chairman is absent, incapacitated, or unable to act. The Treasurer shall have custody of the Foundation's funds and securities, and shall keep full, clear, and accurate accounts of all receipts and disbursements in books belonging to the Foundation. The Treasurer shall deposit all funds of the Foundation in the name of the Foundation in such bank or banks as shall from time to time be designated by the Board of Directors. The Secretary shall issue or cause to be issued all notices and agendas of meetings of the Foundation's Board of Directors, and shall keep complete records of the minutes of the meetings of the Board and the Executive Committee. The Secretary may use audio and/or video tape of meetings to assist in this function. The Secretary shall also keep custody of updated Bylaws and Policy Statements of the Foundation. A Bookkeeper/accountant may be elected by the Board of Directors to assist the Treasurer, and an Attorney may be appointed by the Board of Directors for legal consultation. 2. Election and Terms of Officers and Officials. The officers and officials of the Foundation shall be elected by the Board of Directors at such meeting thereof previously designated for the purpose by the Board and noticed to Board members in the meeting announcement. Officers and officials shall serve until their successors are elected, providing the Board of Directors may terminate the tenure of their office at will. 3. Removal of officer or official. An officer or official may be removed by vote of the Board for excessive absence, unsatisfactory performance, or any other sufficient reason. ARTICLE IV. COMMITTEES. 1. Standing committees of the Foundation shall include the Executive, Finance, Fundraising, and Program. The members of any committee shall serve until their successors have been selected. The chairperson and all committee members not otherwise provided for in these Bylaws shall be appointed by the Chairman subject to approval by the Board of Directors. The absence of a veto by the Board shall be regarded as approval. The Chairman shall be an ex-officio member of any committee. All committees shall report to the Board and submit reports of their meetings to the Secretary. 2. The Executive Committee shall consist of the Chairman, Vice-Chairman, Treasurer, Secretary, and the chairpersons of Fundraising and Program Committees. The Executive Committee shall have full authority to conduct the affairs of the Foundation between meetings of the full Board as if it were the full Board, except that the Executive Committee may not amend the Bylaws, nor remove an officer or member of the Board, nor reverse or undo an action or resolution previously adopted by the Board. A quorum for the Executive Committee shall be three. If a quorum is present, a simple majority vote is sufficient to carry a motion. Executive Committee meetings may be called by the Chairman or any two of its members on 24 hours notice by telephone, or less if there is no objection. Committee members shall be notified of agenda items at the time the meeting is called. It is permissible to conduct an Executive Committee meeting by conference call, if notification, agenda, and quorum requirements, above, are met. If a Board of Directors meeting shall fail to have a quorum, the Executive Committee may meet in lieu of the Board, with notification requirement waived. 3. The Finance Committee shall consist of the Chairman of the Board, the Treasurer, and chairpersons of the Fundraising and Program Committees. At least three members of the Committee must be present at a meeting to conduct the business of the Committee. The Finance Committee shall: prepare the Foundation's budget for approval by the Board; audit the books of the Foundation; prepare quarterly financial reports to be reviewed by the Board; and prepare and propose rules, policies, and procedures for the conduct of financial affairs for approval by the Board of Directors. The Committee may be assisted by the Foundation's Bookkeeper and Attorney. The financial books of the Foundation shall be open for inspection or review by any members of the Board before, during, and after a Board meeting at least once each quarter. 4. The Fundraising Committee shall plan and conduct fundraising activities, including application for grants and solicitation of contributions from individuals or organizations. 5. The Program Committee shall plan and conduct educational activities to accomplish the purposes and goals of the Foundation. Such activities shall include programs to educate and inform the public about the state constitution and possible revisions; foster vigilance in the citizenry; promote and conduct investigative research into constitutional issues and transgressions; evaluate performance of public officials with respect to the constitution and its constitutional laws; focus the spotlight of public attention upon constitutional matters; communicate issues to the media and public; and propose plans for expenditure of Foundations funds for educational purposes. ARTICLE V. AMENDING THE BYLAWS. 1. The Bylaws may be amended by the Board of Directors at any regular meeting or at a special meeting called for the purpose. Amendments may be proposed by a Board member at such a meeting, or may be prepared by the Executive Committee and presented to the Board for approval. A proposed amendment must be approved by a majority of those present and voting at a meeting with a quorum in attendance. If a quorum is not present at a Board meeting at which an amendment to the Bylaws is to be voted upon and was noticed in the meeting announcement, the amendment may be sent out to the Board members by the Secretary for ratification; such ratification shall require that a majority of members of the Board send back a response approving the amendment. |