The Mammon Prize for Outstanding Greed
(as of 4 September ’14)
The Mammon Prize Bylaws (DRAFT as of 4 September ’14)
The name of this corporation shall be The Mammon Prize for Outstanding Greed, MPOG. The business of the corporation may be conducted as The Mammon Prize, or The MPOG Corp.
PURPOSES AND POWERS
The Mammon Prize is a non-profit corporation and shall be operated exclusively for educational and public relation purposes. The Mammon Prize’s purpose is to identify, name and shame outstanding cases of greed in political and business context, at global level.
On a yearly basis the Mammon Prize brings to the attention of the public at large the year’s outrageous (“most outstanding”) example of financial voracity: people who exploit public trust to enrich themselves in money and power, beyond reasonable expectations. Upon public recognition the Mammon Prize Corp. hands out the year’s MPOG Award whose recipient, let them be members of the political, business and financial establishment, or their institutions, is identified utilizing public reports, social media channels, informal polling and the MPOG’s website.
The MPOG Corp. yearly campaigns to identify the MPOG recipient provide facts, statistics, and other data on causes, dimensions of, and solutions to malpractices in politics, business and finance – by the recipient, their institutions as well as in comparison with other candidates to the prize.
To maximize its impact the MPOG may seek to collaborate with other non-profit organizations which fall under the 501(c) (3) section of the internal revenue code and are operated exclusively for educational and charitable purposes.
The MPOG Corporation shall have the power, directly or indirectly, alone or in cooperation with others, to do any and all lawful acts which may be necessary or convenient to affect the MPOG purposes, for which the corporation is organized, and to cooperate with other organizations or persons whose activities further accomplish, foster, or attain such purposes. The powers of the corporation may include, but not be limited to, the acceptance of contributions from the public and private sectors, whether financial or in-kind contributions.
2.03 Nonprofit Status and Exempt Activities Limitation.
(a) The Mammon Prize is a non-profit public benefit corporation, in the process to apply for tax exemption under Section 501(c)(3) of the United States Internal Revenue Code.
(b) Not withstanding other provisions of these Bylaws, no director, officer, or employee of this corporation shall take any action or carry on any activity by or on behalf of the corporation not permitted to be taken or carried on by an organization exempt under Section 501(c)(3) of the Internal Revenue.
3.01 No Membership Classes
The corporation shall have no members who have any right to vote or title or interest in or to the corporation, its properties and franchises.
3.02 Non-Voting Affiliates
The board of directors shall have authority to admit any individual or organization as an affiliate, to recognize representatives of affiliates, and to make determinations as to affiliates’ rights, privileges, and obligations.
Any dues for affiliates shall be determined by the board of directors.
BOARD OF DIRECTORS
4.01 Number of Directors
The Mammon Prize for Outstanding Greed Corp. shall have a board of directors consisting of at least 4 and no more than 6 directors.
All corporate powers shall be exercised by, or under the authority of the board of The Mammon Prize for Outstanding Greed Corp. The MPOG Corp. shall be managed under the direction of the board, except as otherwise provided by law.
All directors shall be elected to serve a one-year term, however the term may be extended until a successor has been elected.
4.04 Qualifications and Election of Directors
In order to be eligible to serve as a director on the board of directors, the individual must be globally recognized for moral probity, professional integrity and independence of judgment. Directors are elected at any board meeting by the majority vote of the existing board of directors.
The board of directors may fill vacancies due to the expiration of a director’s term of office, resignation, death, or removal of a director or may appoint new directors to fill a previously unfilled board position, subject to the maximum number of directors under these Bylaws.
4.06 Board of Directors Meetings.
The board of directors shall have a minimum of four (4) regular meetings each calendar year at times and places fixed by the board. Meetings can be held also virtually, with audio and visual contacts assured by internet applications.
4.08 Manner of Acting.
(a) Quorum. A majority of the directors in office immediately before a meeting shall constitute a quorum for the transaction of business at that meeting of the board.
(b) Majority Vote. Except as otherwise required by law or by the articles of incorporation, the act of the majority of the directors present at a meeting at which a quorum is present shall be the act of the board.
(C) Hung Board Decisions. On the occasion that directors of the board are unable to make a decision based on a tied number of votes, the president shall have the power to swing the vote based on his/her discretion.
(d) Participation. Except as required otherwise by law, the Articles of Incorporation, or these Bylaws, directors may participate in a regular or special meeting through the use of any means of communication by which all directors participating may simultaneously hear each other during the meeting, including in person, internet video meeting or by telephonic conference call.
4.09 Compensation for Board Service
Directors shall receive no compensation for carrying out their duties as directors. Also Directors are not remunerated for the professional services provided to the corporation.
The board of directors may, by the resolution adopted by a majority of the directors then in office, designate one or more committees, each consisting of two or more directors, to serve at the pleasure of the board. Any committee, to the extent provided in the resolution of the board, shall have all the authority of the board, except that no committee may:
(a) amend Bylaws or adopt new Bylaws;
(b) approve any transaction (i) to which the corporation is a party and one or more directors have a material or reputational interest; or (ii) between the corporation and one or more of its directors or between the corporation or any person in which one or more of its directors have a material or reputational interest.
6.01 Board Officers
The officers of the MPOG Corporation shall be a board president, vice-president, secretary, and treasurer. Each board officer shall have the authority and shall perform the duties set forth in these Bylaws or by resolution of the Board.
6.02 Term of Office
Each officer shall serve a one-year term of office and may not serve more than three (3) consecutive terms of office.
6.03 Removal and Resignation
The board of directors may remove an officer at any time, with or without cause.
6.04 Board President
The board president shall be the chief volunteer officer of the MPOG Corporation. The board president shall lead the board of directors in performing its duties and responsibilities, including presiding at all meetings of the board of directors.
6.05 Vice President
In the absence or disability of the board president, the ranking vice-president or vice-president designated by the board of directors shall perform the duties of the board president.
The secretary shall keep or cause to be kept a book of minutes of all meetings and actions of directors and committees of directors.
The treasurer shall be the lead director for oversight of the financial condition and affairs of the corporation.
6.08 Non-Director Officers
The board of directors may designate additional officer positions of the corporation and may appoint and assign duties to other non-director officers of the corporation.
CONTRACTS, CHECKS, LOANS and INDEMNIFICATION
7.01 Contracts and other Writings
Except as otherwise provided by resolution of the board, all contracts, deeds, leases, mortgages, grants, and other agreements of the corporation shall be executed on its behalf by the Treasurer.
7.02 Checks, Drafts
All checks, drafts, or other orders for payment of money, notes, or other evidence of indebtedness issued in the name of the corporation, shall be signed by the Treasurer.
All funds of the corporation not otherwise employed shall be deposited from time to time to the credit of the corporation in such banks, trust companies, or other depository as the board or a designated committee of the board may select.
No loans shall be contracted on behalf of the MPOG Corporation and no evidence of indebtedness shall be issued in its name unless authorized by resolution of the Board.
(a) Mandatory Indemnification. The corporation shall indemnify a director or former director, who was wholly successful, on the merits or otherwise, in the defense of any proceeding to which he or she was a party because he or she is or was a director of the corporation against reasonable expenses incurred by him or her in connection with the proceedings.
(b) Permissible Indemnification. The corporation shall indemnify a director or former director made a party to a proceeding because he or she is or was a director of the corporation, against liability incurred in the proceeding, if the determination to indemnify him or her has been made in the manner prescribed by the law and payment has been authorized in the manner prescribed by law.
8.01 Books and Records
The corporation shall keep correct and complete books and records of account and shall keep minutes of the proceedings of all meetings of its board of directors.
8.02 Conflict of Interest
The board shall adopt and periodically review a conflict of interest policy to protect the corporation’s interest when it is contemplating any MPOG Award which may benefit, or be detrimental to, any director, officer or employee of the MPOG Corporation.
8.03 Bylaw Amendment
These Bylaws may be amended, altered, repealed, or restated by a vote of the majority of the board of directors then in office at a meeting of the Board, provided, however, that no amendment shall be made to these Bylaws which would cause the corporation to cease to qualify as an exempt corporation under Section 501 (c)(3) of the Internal Revenue Code of 1986, or the corresponding section of any future Federal tax code.
Transparency and Accountability
Disclosure of Financial Information With The General Public
By making full and accurate information about its mission, activities, finances, and governance publicly available, MPOG Corp. practices and encourages transparency and accountability to the general public. This policy will:
(a) indicate which documents and materials related to any given MPOG Award are presumptively open to staff and/or the public;
(b) indicate which documents and materials produced by the corporation are presumptively closed to staff and/or the public
(c) specify the procedures whereby the open/closed status of documents and materials can be altered, especially in relations to the short list of candidates to the Award.
The details of this policy are as follow:
10.02 Financial and IRS documents (The form 1023 and the form 990)
MPOG Corp. shall provide its Internal Revenue forms 990, 990-T, 1023 and 5227, bylaws, conflict of interest policy, and financial statements to the general public for inspection free of charge.
10.03 Means and Conditions of Disclosure
MPOG Corp. shall make “Widely Available” the aforementioned documents on its internet website: www.Mammon-Prize.com to be viewed and inspected by the general public.
All board minutes shall be open to the public once accepted by the board.
10.05 Staff Records
Staff records shall be made available to the board when requested.
10.06 Donor Records
All donor records shall be available for consultation by the members of the board and donors concerned.
CODES OF ETHICS
It’s a whistle blowing institution, MPOG Corp. requires directors and officers to practice high standards of business and personal ethics in the conduct of their duties.
Violations or suspected violations may be submitted on a confidential basis by the complainant or may be submitted anonymously.
12.03 Handling of Reported Violations
The board president shall notify the sender and acknowledge receipt of the reported or suspected. All reports shall be promptly investigated by the board and appropriate corrective action shall be taken as warrant.
AMENDMENT OF Articles of Incorporation
Any amendment to the Articles of Incorporation may be adopted by approval of two-thirds (2/3) of the board of directors.
CERTIFICATE OF ADOPTION OF BYLAWS
I do hereby certify that the above stated Bylaws of The Mammon Prize for Outstanding Greed Corporation were approved by the MPOG Corp’s board of directors on …… and constitute a complete copy of the Bylaws of the corporation.