BYLAWS OF TRI-TOWN AGAINST RACISM, INC.
These Bylaws are subject to, and governed by, Massachusetts law and the Articles of Incorporation of
Tri-Town Against Racism, Inc. In the event of a direct conflict between the provisions of these Bylaws and
the mandatory provisions of Massachusetts law, Massachusetts law will be controlling. In the event of a
direct conflict between these Bylaws and the Articles of Incorporation, these Bylaws will be controlling.
Article I - Corporate Name
The name of this corporation shall be Tri-Town Against Racism, Inc. The business of the corporation may
be conducted by this name or as TTAR.
Article II - Purpose and Powers
2.01 Purpose
Tri-Town Against Racism, Inc. is a non-profit corporation and shall be operated exclusively for charitable
and educational purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code of 1986,
or the corresponding section of any future Federal tax code.
2.02 Powers
The corporation shall have the power, directly or indirectly, alone or in conjunction or cooperation with
others, to do any and all lawful acts which may be necessary or convenient to affect the charitable
purposes for which the corporation is organized, and to aid or assist other organizations or persons
whose activities further accomplish, foster, or attain such purposes. The powers of this 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) Nonprofit Legal Status. Tri-Town Against Racism, Inc. is a Massachusetts non-profit public benefit
corporation, recognized as tax exempt under Section 501(c)(3) of the United States Internal
Revenue Code.
(b) Exempt Activities Limitation. Notwithstanding any other provision of these Bylaws, no director,
officer, employee, member, or representative 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 Code as it now exists or
may be amended, or by any organization contributions to which are deductible under Section
170(c)(2) of such Code and Regulations as it now exists or may be amended. No part of the net
earnings of the corporation shall inure to the benefit or be distributable to any director, officer,
member, or other private person, except that the corporation shall be authorized and
empowered to pay reasonable compensation for services rendered and to make payments and
distributions in furtherance of the purposes set forth in the Articles of Incorporation and these
Bylaws.
(c) Distribution Upon Dissolution. Upon termination or dissolution of the Tri-Town Against Racism,
Inc., any assets lawfully available for distribution shall be distributed to one (1) or more
qualifying organizations described in Section 501(c)(3) of the 1986 Internal Revenue Code (or
described in any corresponding provision of any successor statute) which organization or
organizations have a charitable purpose which, at least generally, includes a purpose similar to
the terminating or dissolving corporation.
The organization to receive the assets of the Tri-Town Against Racism, Inc. hereunder shall be
selected in the discretion of a majority of the managing body of the corporation, and if its
members cannot so agree, then the recipient organization shall be selected pursuant to a
verified petition in equity filed in a court of proper jurisdiction against the Tri-Town Against
Racism, Inc., by one (1) or more of its managing body which verified petition shall contain such
statements as reasonably indicate the applicability of this section. The court upon a finding that
this section is applicable shall select the qualifying organization or organizations to receive the
assets to be distributed, giving preference if practicable to organizations located within the State
of Massachusetts.
In the event that the court shall find that this section is applicable but that there is no qualifying
organization known to it which has a charitable purpose, which, at least generally, includes a
purpose similar to the Tri-Town Against Racism, Inc., then the court shall direct the distribution
of its assets lawfully available for distribution to the Treasurer of the State of Massachusetts to
be added to the general fund.
Article III - Members
3.01 No Membership Classes
Tri-Town Against Racism, Inc. will not have 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 may approve classes of non-voting affiliates with rights, privileges, and obligations
established by the board. Affiliates may be individuals, businesses, and other organizations that seek to
support the mission of the corporation. The board, a designated committee of the board, or any duly
elected officer in accordance with board policy, 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. At no time shall affiliate information be shared with or sold
to other organizations or groups without the affiliate’s consent. At the discretion of the board of
directors, affiliates may be given endorsement, recognition and media coverage at fundraising activities,
clinics, other events or at the corporation website. Affiliates have no voting rights, and are not members
of the corporation.
3.03 Dues
Any dues for affiliates shall be determined by the board of directors.
Article IV - Board of Directors
4.01 Number of Directors
Tri-Town Against Racism, Inc. shall have a board of directors consisting of at least 4 and no more than 15
directors. Within these limits, the board may increase or decrease the number of directors serving on
the board, including for the purpose of staggering the terms of directors.
4.02 Powers
All corporate powers shall be exercised by or under the authority of the board and the affairs of the
Tri-Town Against Racism, Inc. Shall be managed under the direction of the board, except as otherwise
provided by law.
4.03 Terms
(a) All directors shall be elected to serve a three-year term, however the term may be extended
until a successor has been elected.
(b) Directors may serve terms in succession.
(c) The term of office shall be considered to begin January 1st and end December 31st of the
applicable year, unless the term is extended until such time as 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 16 years of
age. Directors may be elected at any board meeting by the majority vote of the existing board of
directors.
4.05 Vacancies
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.
(a) Unexpected Vacancies. Vacancies in the board of directors due to resignation, death, or removal
shall be filled by the board members for the balance of the term of the director being replaced.
4.06 Removal of Directors
A Director may be removed only by majority vote of the Officers with or without cause. In the case of a
tie, the tie will be broken by a majority vote of the Board of Directors. A Director may be removed only
after (a) reasonable notice, which shall include at least 30 calendar days after written notification by an
Officer, and (b) sufficient opportunity to respond, which shall include, if requested by the person to be
removed, opportunity to speak to be heard by the entire Board of Directors at some time after
notification.
4.07 Board of Directors Meetings.
(a) Regular 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. Board meetings shall be held upon four (4)
days notice by first-class mail, electronic mail, or facsimile transmission or forty-eight (48) hours
notice delivered personally or by telephone. If sent by mail, facsimile transmission, or electronic
mail, the notice shall be deemed to be delivered upon its deposit in the mail or transmission
system. Notice of meetings shall specify the place, day, and hour of meeting. The purpose of the
meeting need not be specified.
(b) Special Meetings. Special meetings of the board may be called by the president, vice president,
secretary, treasurer, or any two (2) other directors of the board of directors. A special meeting
must be preceded by at least 2 days’ notice to each director of the date, time, and place, but not
the purpose, of the meeting.
(c) Waiver of Notice. Any director may waive notice of any meeting, in accordance with
Massachusetts law.
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. No business shall be
considered by the board at any meeting at which a quorum is not present.
(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 or treasurer in the order of presence 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 Members Services
Directors shall receive no compensation for carrying out their duties as directors. The board may adopt
policies providing for reasonable reimbursement of directors for expenses incurred in conjunction with
carrying out board responsibilities, such as travel expenses to attend board meetings.
4.10 Compensation for Professional Services by Directors
Directors are not restricted from being remunerated for professional services provided to the
corporation. Such remuneration shall be reasonable and fair to the corporation and must be reviewed
and approved in accordance with the board Conflict of Interest policy and state law.
Article V - Committees
5.01 Committees
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, regardless of board resolution, may:
(a) take any final action on matters which also requires board members’ approval or approval of a
majority of all members;
(b) fill vacancies on the board of directors of in any committee which has the authority of the board;
(c) amend or repeal Bylaws or adopt new Bylaws;
(d) amend or repeal any resolution of the board of directors which by its express terms is not so
amendable or repealable;
(e) appoint any other committees of the board of directors or the members of these committees;
(f) expend corporate funds to support a nominee for director; or
(g) approve any transaction;
(i) to which the corporation is a party and one or more directors have a material financial
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 financial interest.
● Meetings and Action of Committees
Meetings and action of the committees shall be governed by and held and taken in accordance with, the
provisions of Article IV of these Bylaws concerning meetings of the directors, with such changes in the
context of those Bylaws as are necessary to substitute the committee and its members for the board of
directors and its members, except that the time for regular meetings of committees may be determined
either by resolution of the board of directors or by resolution of the committee. Special meetings of the
committee may also be called by resolution of the board of directors. Notice of special meetings of
committees shall also be given to any and all alternate members, who shall have the right to attend all
meetings of the committee. Minutes shall be kept of each meeting of any committee and shall be filed
with the corporate records. The board of directors may adopt rules for the governing of the committee
not inconsistent with the provision of these Bylaws.
● Informal Action By The Board of Directors
Any action required or permitted to be taken by the board of directors at a meeting may be taken
without a meeting if consent in writing, setting forth the action so taken, shall be agreed by the
consensus of a quorum. For purposes of this section an e-mail transmission from an e-mail address on
record constitutes a valid writing. The intent of this provision is to allow the board of directors to use
email to approve actions, as long as a quorum of board members gives consent.
Article VI - Officers
6.01 Officers
The Officers of the corporation shall be an executive director, board president, vice-president, and
secretary/ treasurer, all of whom have been chosen by, and serve at the pleasure of, the board of
directors. Each Officer shall have the authority and shall perform the duties set forth in the Bylaws or by
resolution of the board or by direction of an officer authorized by the board to prescribe the duties and
authority of other officers. The board may also appoint additional vice-presidents and such other officers
as it deems expedient for the proper conduct of the business of the corporation, each of whom shall
have such authority and shall perform such duties as the board of directors may determine. One person
may hold two or more board offices, but no board officer may act in more than one capacity where
action of two or more officers is required.
6.02 Term of Office
Each officer shall serve a three-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, by a 2/3 vote of the
Board of Directors. Any Director shall only be removed after sufficient notice and opportunity to be
heard, in the same fashion as described in Section 4.06. An Officer may resign at any time by giving
written notice to the corporation without prejudice to the rights, if any, of the corporation under any
contract to which the Officer is a party. Any resignation shall take effect at the date of the receipt of the
notice or at any later time specified in the notice, unless otherwise specified in the notice. The
acceptance of the resignation shall not be necessary to make it effective. Any Officer that either removes
or resigns shall remain a Director unless they are removed pursuant to Section 4.06.
6.04 Hierarchy
The Officers shall function primarily with equal authority. However, the Executive Director shall lead the
Board of Directors in performing its duties and responsibilities, including, if present, presiding at all
meetings of the board of directors, and shall perform all other duties incident to the office or properly
required by the board of directors. In the absence or disability of the Executive Director, the President,
and then the Vice President, and then Secretary/ Treasurer shall perform the duties of the board
president. When so acting, the delegate Officer shall have all the powers of and be subject to all the
restrictions upon the Executive Director. The President and Vice President shall have such other powers
and perform such other duties prescribed for them by the board of directors.
6.05 Secretary/ Treasurer
The Secretary/ Treasurer shall keep or cause to be kept a book of minutes of all meetings and actions of
directors and committees of directors. The minutes of each meeting shall state the time and place that it
was held and such other information as shall be necessary to determine the actions taken and whether
the meeting was held in accordance with the law and these Bylaws. The secretary shall cause notice to
be given of all meetings of directors and committees as required by the Bylaws. The secretary shall have
such other powers and perform such other duties as may be prescribed by the board of directors or the
board president. The secretary may appoint, with approval of the board, a director to assist in
performance of all or part of the duties of the secretary.
The secretary/ treasurer shall also be the lead director for oversight of the financial condition and affairs
of the corporation. The treasurer shall oversee and keep the board informed of the financial condition of
the corporation and of audit or financial review results. In conjunction with other directors or officers,
the treasurer shall oversee budget preparation and shall ensure that appropriate financial reports,
including an account of major transactions and the financial condition of the corporation, are made
available to the board of directors on a timely basis or as may be required by the board of directors. The
treasurer shall perform all duties properly required by the board of directors or the board president. The
treasurer may appoint, with approval of the board, a qualified fiscal agent or member of the staff to
assist in performance of all or part of the duties of the treasurer.
6.07 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.
Article VII - Contracts, Checks, Loans, Indemnification and Related Matters
7.01 Contracts and other Writings
Except as otherwise provided by resolution of the board or board policy, all contracts, deeds, leases,
mortgages, grants, and other agreements of the corporation shall be executed on its behalf by the
treasurer or other persons to whom the corporation has delegated authority to execute such documents
in accordance with policies approved by the board.
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 such officer or officers, agent or agents, of the
corporation and in such manner as shall from time to time be determined by resolution of the board.
7.03 Deposits
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.
7.04 Loans
No loans shall be contracted on behalf of the corporation and no evidence of indebtedness shall be
issued in its name unless authorized by resolution of the board. Such authority may be general or
confined to specific instances.
7.05 Indemnification
(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.
(c) Advance for Expenses. Expenses incurred in defending a civil or criminal action, suit or
proceeding may be paid by the corporation in advance of the final disposition of such action, suit
or proceeding, as authorized by the board of directors in the specific case, upon receipt of (I) a
written affirmation from the director, officer, employee or agent of his or her good faith belief
that he or she is entitled to indemnification as authorized in this article, and (II) an undertaking
by or on behalf of the director, officer, employee or agent to repay such amount, unless it shall
ultimately be determined that he or she is entitled to be indemnified by the corporation in these
Bylaws.
(d) Indemnification of Officers, Agents and Employees. An officer of the corporation who is not a
director is entitled to mandatory indemnification under this article to the same extent as a
director. The corporation may also indemnify and advance expenses to an employee or agent of
the corporation who is not a director, consistent with Massachusetts Law and public policy,
provided that such indemnification, and the scope of such indemnification, is set forth by the
general or specific action of the board or by contract.
Article VIII - Miscellaneous
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, a record of all actions taken by board of
directors without a meeting, and a record of all actions taken by committees of the board. In addition,
the corporation shall keep a copy of the corporation’s Articles of Incorporation and Bylaws as amended
to date.
8.02 Fiscal Year
The fiscal year of the corporation shall be from January 1 to December 31 of each year.
8.03 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 transaction or arrangement which may benefit any director, officer,
employee, affiliate, or member of a committee with board-delegated powers.
8.04 Nondiscrimination Policy
The officers, directors, committee members, employees, and persons served by this corporation shall be
selected entirely on a nondiscriminatory basis with respect to age, sex, race, religion, national origin, and
sexual orientation. It is the policy of Tri-Town Against Racism, Inc. not to discriminate on the basis of
race, creed, ancestry, marital status, gender, sexual orientation, age, physical disability, veteran’s status,
political service or affiliation, color, religion, or national origin.
8.05 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,
(a) 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; and,
(b) that an amendment does not affect the voting rights of directors. An amendment that does
affect the voting rights of directors further requires ratification by a twothirds (?) vote of a
quorum of directors at a Board meeting.
(c) that all amendments be consistent with the Articles of Incorporation.
Article IX - Document Retention Policy
The corporation is required by law as an exempt non-profit organization to keep records and your
documents and disclose them for public inspection at any time.
9.01 Purpose
The purpose of this document retention policy is establishing standards for document integrity,
retention, and destruction and to promote the proper treatment of Tri-Town Against Racism, Inc.
records.
9.02 Policy
Section 1. General Guidelines. Records should not be kept if they are no longer needed for the operation
of the business or required by law. Unnecessary records should be eliminated from the files. The cost of
maintaining records is an expense which can grow unreasonably if good housekeeping is not performed.
A mass of records also makes it more difficult to find pertinent records.
From time to time, Tri-Town Against Racism, Inc. may establish retention or destruction policies or
schedules for specific categories of records in order to ensure legal compliance, and also to accomplish
other objectives, such as preserving intellectual property and cost management. Several categories of
documents that warrant special consideration are identified below. While minimum retention periods
are established, the retention of the documents identified below and of documents not included in the
identified categories should be determined primarily by the application of the general guidelines
affecting document retention, as well as the exception for litigation relevant documents and any other
pertinent factors.
Section 2. Exception for Litigation Relevant Documents. Tri-Town Against Racism, Inc. expects all officers,
directors, and employees to comply fully with any published records retention or destruction policies
and schedules, provided that all officers, directors, and employees should note the following general
exception to any stated destruction schedule: If you believe, or the Tri-Town Against Racism, Inc. informs
you, that corporate records are relevant to litigation, or potential litigation (i.e. a dispute that could
result in litigation), then you must preserve those records until it is determined that the records are no
longer needed. That exception supersedes any previously or subsequently established destruction
schedule for those records.
Section 3. Minimum Retention Periods for Specific Categories
(a) Corporate Documents. Corporate records include the corporation’s Articles of Incorporation,
By-Laws and IRS Form 1023 and Application for Exemption. Corporate records should be retained
permanently. IRS regulations require that the Form 1023 be available for public inspection upon
request.
(b) Tax Records. Tax records include, but may not be limited to, documents concerning payroll,
expenses, proof of contributions made by donors, accounting procedures, and other documents
concerning the corporation’s revenues. Tax records should be retained for at least seven years
from the date of filing the applicable return.
(c) Employment Records/Personnel Records. State and federal statutes require the corporation to
keep certain recruitment, employment and personnel information. The corporation should also
keep personnel files that reflect performance reviews and any complaints brought against the
corporation or individual employees under applicable state and federal statutes. The corporation
should also keep in the employee’s personnel file all final memoranda and correspondence
reflecting performance reviews and actions taken by or against personnel. Employment
applications should be retained for three years. Retirement and pension records should be kept
permanently. Other employment and personnel records should be retained for seven years.
(d) Board and Board Committee Materials. Meeting minutes should be retained in perpetuity in the
corporation’s minute book. A clean copy of all other Board and Board Committee materials
should be kept for no less than three years by the corporation.
(e) Press Releases/Public Filings. The corporation should retain permanent copies of all press
releases and publicly filed documents under the theory that the corporation should have its own
copy to test the accuracy of any document a member of the public can theoretically produce
against the corporation.
(f) Legal Files. Legal counsel should be consulted to determine the retention period of particular
documents, but legal documents should generally be maintained for a period of ten years.
(g) Marketing and Sales Documents. The corporation should keep final copies of marketing and
sales documents for the same period of time it keeps other corporate files, generally three years.
An exception to the three-year policy may be sales invoices, contracts, leases, licenses, and other
legal documentation. These documents should be kept for at least three years beyond the life of
the agreement.
(h) Development/Intellectual Property and Trade Secrets. Development documents are often
subject to intellectual property protection in their final form (e.g., patents and copyrights). The
documents detailing the development process are often also of value to the corporation and are
protected as a trade secret where the corporation:
(i) derives independent economic value from the secrecy of the information; and
(ii) has taken affirmative steps to keep the information confidential.
The corporation should keep all documents designated as containing trade secret information for
at least the life of the trade secret.
(i) Contracts. Final, execution copies of all contracts entered into by the corporation should be
retained. The corporation should retain copies of the final contracts for at least three years
beyond the life of the agreement, and longer in the case of publicly filed contracts.
(j) Correspondence. Unless correspondence falls under another category listed elsewhere in this
policy, correspondence should generally be saved for two years.
(k) Banking and Accounting. Accounts payable ledgers and schedules should be kept for seven years.
Bank reconciliations, bank statements, deposit slips and checks (unless for important payments
and purchases) should be kept for three years. Any inventories of products, materials, and
supplies and any invoices should be kept for seven years.
(l) Insurance. Expired insurance policies, insurance records, accident reports, claims, etc. should be
kept permanently.
(m) Audit Records. External audit reports should be kept permanently. Internal audit reports should
be kept for three years.
Section 4. Electronic Mail. E-mail that needs to be saved should be either:
i. printed in hard copy and kept in the appropriate file; or
ii. downloaded to a computer file and kept electronically or on disk as a separate file. The
retention period depends upon the subject matter of the e-mail, as covered elsewhere
in this policy.
Article X - Transparency and Accountability/ Disclosure of Financial Information
With The General Public
This Article specifies the means and conditions of the disclosure of financial information as required.
10.01 Purpose
By making full and accurate information about its mission, activities, finances, and governance publicly
available, Tri-Town Against Racism, Inc. practices and encourages transparency and accountability to the
general public. This policy will:
● indicate which documents and materials produced by the corporation are presumptively open to
staff and/or the public
● indicate which documents and materials produced by the corporation are presumptively closed
to staff and/or the public
● specify the procedures whereby the open/closed status of documents and materials can be
altered.
The details of this policy are as follow:
● Financial and IRS documents (The form 1023 and the form 990)
Tri-Town Against Racism, Inc. 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.
● Means and Conditions of Disclosure
Tri-Town Against Racism, Inc. shall make “Widely Available” the aforementioned documents on its
internet website to be viewed and inspected by the general public.
● The documents shall be posted in a format that allows an individual using the Internet to access,
download, view and print them in a manner that exactly reproduces
● the image of the original document filed with the IRS (except information exempt from public
disclosure requirements, such as contributor lists).
● The website shall clearly inform readers that the document is available and provide instructions
for downloading it.
● Tri-Town Against Racism, Inc. shall not charge a fee for downloading the information. Documents
shall not be posted in a format that would
● require special computer hardware or software (other than software readily available to the
public free of charge).
● Tri-Town Against Racism, Inc. shall inform anyone requesting the information where this
information can be found, including the web address.
● This information must be provided immediately for in-person requests and within 7 days for
mailed requests.
10.02 IRS Annual Information Returns (Form 990)
Tri-Town Against Racism, Inc. shall submit the Form 990 to its board of directors prior to the filing of the
Form 990. While neither the approval of the Form 990 or a review of the 990 is required under Federal
law, the corporation’s Form 990 shall be submitted to each member of the board of director’s via (hard
copy or email) at least 10 days before the Form 990 is filed with the IRS.
10.03 Board
● All board deliberations shall be open to the public except where the board passes a motion to
make any specific portion confidential.
● All board minutes shall be open to the public once accepted by the board, except where the
board passes a motion to make any specific portion confidential.
● All papers and materials considered by the board shall be open to the public following the
meeting at which they are considered, except where the board passes a motion to make any
specific paper or material confidential.
10.04 Staff Records
● All staff records shall be available for consultation by the staff member concerned by their legal
representatives.
● No staff records shall be made available to any person outside the corporation except the
authorized governmental agencies.
● Within the corporation, staff records shall be made available only to those persons with
managerial or personnel responsibilities for that staff member, except that
● Staff records shall be made available to the board when requested.
10.05 Donor Records
● All donor records shall be available for consultation by the members and donors concerned or by
their legal representatives
● No donor records shall be made available to any other person outside the corporation except the
authorized governmental agencies.
● Within the corporation, donor records shall be made available only to those persons with
managerial or personnel responsibilities for dealing with those donors, except that;
● donor records shall be made available to the board when requested.
Article XI - Code of Ethics and Whistleblower Policy
11.01 Purpose
Tri-Town Against Racism, Inc. requires and encourages directors, officers and employees to observe and
practice high standards of business and personal ethics in the conduct of their duties and
responsibilities. The employees and representatives of the corporation must practice honesty and
integrity in fulfilling their responsibilities and comply with all applicable laws and regulations. It is the
intent of Tri-Town Against Racism, Inc. to adhere to all laws and regulations that apply to the corporation
and the underlying purpose of this policy is to support the corporation’s goal of legal compliance. The
support of all corporate staff is necessary to achieving compliance with various laws and regulations.
11.02 Reporting Violations
If any director, officer, staff or employee reasonably believes that some policy, practice, or activity of
Tri-Town Against Racism, Inc. is in violation of law, a written complaint should be filed by that person
with an Officer.
11.03 Acting in Good Faith
Anyone filing a complaint concerning a violation or suspected violation must be acting in good faith and
have reasonable grounds for believing the information disclosed indicates a violation. Any allegations
that prove not to be substantiated and which prove to have been made maliciously or knowingly to be
false shall be subject to civil and criminal review.
11.04 Retaliation
Said person is protected from retaliation only if she/he brings the alleged unlawful activity, policy, or
practice to the attention of Tri-Town Against Racism, Inc. and provides the Tri-Town Against Racism, Inc.
with a reasonable opportunity to investigate and correct the alleged unlawful activity. The protection
described below is only available to individuals that comply with this requirement. Tri-Town Against
Racism, Inc. shall not retaliate against any director, officer, staff or employee who in good faith, has made
a protest or raised a complaint against some practice of Tri-Town Against Racism, Inc. or of another
individual or entity with whom Tri-Town Against Racism, Inc. has a business relationship, on the basis of
a reasonable belief that the practice is in violation of law, or a clear mandate of public policy.
Tri-Town Against Racism, Inc. shall not retaliate against any director, officer, staff or employee who
disclose or threaten to disclose to a supervisor or a public body, any activity, policy, or practice of
Tri-Town Against Racism, Inc. that the individual reasonably believes is in violation of a law, or a rule, or
regulation mandated pursuant to law or is in violation of a clear mandate of public policy concerning the
health, safety, welfare, or protection of the environment.
11.05 Confidentiality
Violations or suspected violations may be submitted on a confidential basis by the complainant or may
be submitted anonymously. Reports of violations or suspected violations shall be kept confidential to the
extent possible, consistent with the need to conduct an adequate investigation.
11.06 Handling of Reported Violations
An Officer shall notify the sender and acknowledge receipt of the reported violation or suspected
violation within five business days. All reports shall be promptly investigated by the Officers and
appropriate corrective action shall be taken if warranted by the investigation. This policy shall be made
available to all directors, officers, staffs or employees and they shall have the opportunity to ask
questions about the policy.