About the Foundation

●HMWF Board of Directors and Advisory Board

●HMWF Accomplishments

●HMWF Bylaws

●The Current Edition of Kokoro Kara, our Newsletter

Heart Mountain Wyoming Foundation

"A Commitment to Truth, to Remembering for All Time, and to Healing."

HMWF Bylaws

Article I.  Purpose

Heart Mountain, Wyoming Foundation is a non-profit public benefit organization, governed by its own Board of Directors, established to memorialize and to educate the public about the significance of the historical events surrounding the internment of Japanese Americans during World War II, and especially the experiences of Japanese Americans who were interned at the Heart Mountain Camp, near Powell, Wyoming.

The Corporation is organized exclusively for charitable purposes which include: to promote and encourage the study and understanding of the historical events surrounding the internment of Japanese Americans during World War II within the broader context of American history; to collect, preserve, exhibit, publish, and make available materials of an historical character and interest; to collaborate with other groups and individuals with similar aims; and to carry on other activities of an historical and educational nature as permitted by the law related to nonprofit corporations that are exempt from federal taxation as organizations described in Section 501(c)(3) of the Internal Revenue Code of 1986 or the corresponding section of any future tax code.
 

Article II. Offices and Records

2.1 The Corporation shall maintain a registered office at

245 East First Street
Powell, Wyoming 82435

to keep its records, documents, and books.

Article III. Members

3.1 Membership is open to all persons who are interested in furtherance of the purposes of the Corporation.

3.2 There shall be categories of membership as determined by the Board.

3.3 All members may vote provided they have paid their dues and are in good standing.

3.4 Members shall vote on and elect the Board of Directors

3.5 There shall be no annual meeting of members, but members may attend any Board meeting including the annual meeting of the Board of Directors.

Article IV. Board of Directors

4.1 The Board of Directors shall manage the property and business of the Corporation, and that number shall consist of not less than five (5) and not more than fifteen (15) directors, excluding Support Group Chairpersons. At least one seat on the Board shall be reserved for a former internee or a descendant of a former internee. A member shall serve three-year terms until replaced. Board members shall be members in good standing of the Corporation.

4.2 Unless a Board member resigns, dies, or is removed by a majority vote of the Board, each Board member shall hold office for terms of three years. Upon formation of this Corporation, three members of the Board will serve for terms expiring at the 1997 annual Board meeting, three members of the Board will serve for terms expiring at the 1998 annual Board meeting, and the remaining members of the initial Board will serve terms expiring at the 1999 annual meeting of the Board. The Board member’s term shall be assigned by a random drawing at the organizational meeting of the Corporation. The incorporators shall select a transitional Board to serve until the first annual Board meeting at which time these by laws shall be implemented with regard to the selection of Board members. Members of the transition Board may be nominated for election to the Board.

4.3 All resignations of Board members must be writing and sent to the Secretary. The Board will take action on all resignations. A vacancy in any office because of death, resignation, removal, disqualification or otherwise, may be filled immediately by the Board of Directors to serve until the next election. An affirmative vote of a majority of the Board will result in the removal, with or without cause, of any Board member. Any Board members missing three (3) consecutive meetings without delivering a satisfactory explanation may be removed by the Board.

4.4 The Board may exercise all such powers of the Corporation. Those powers include the right to:

(a) To sue and be sued; complain and defend, in its corporate name only;

(b) To purchase, take, receive, lease, take by gift, devise or bequest, or otherwise acquire, own, hold, improve, use and otherwise deal in and with real or personal property, or any interest therein, wherever situated;

(c) To sell, convey, mortgage, pledge, lease, exchange, transfer, and otherwise dispose of all or any part of its property and assets;

(d) To make contracts and incur liabilities, borrow money at such rates of interest as the Corporation may determine, issue its notes, bonds and other obligations by mortgage or pledge of all or any of its property, franchises and income;

(e) To conduct its affairs, carry on its operations, and have offices and exercise the powers granted by Wyoming.

(f) To employ an Executive Director upon such terms as the Board may approve. This person shall be charged with the overall administration of the affairs of the organization, of its property, its financial resources, and its staff. Upon appointment by the Board, the Executive Director shall, ex-officio, serve as an assistant secretary, but shall not be a member of the Board. The Executive Director shall assist the officers in their performance of their duties, and shall perform such other duties as may be assigned from time to time by the Board of Directors or the President. The Executive Director shall have the authority and responsibility to hire, supervise and discharge all staff members and to assign their duties except as otherwise provided herein.

(g) Unless otherwise provided in the Articles of Incorporation, to make donations for the public welfare or for charitable, or educational purposes.

(h) To indemnify any Board member or officer or former Board member or officer of the Corporation against liability and expenses actually and necessarily incurred by the Board member or officer in connection with the defense of any action, suit or proceeding in which he or she is made a party by reason of having been such Board member or officer, except in relation to matters as to which he or she shall be adjudged in such action, suit or proceeding to be liable for misconduct in the performance of duty; but such indemnification shall not be deemed exclusive of any other rights to which such Board member or officer may be entitled, under any by-law, agreement, vote of Board of directors or members, or otherwise.

(i) To appoint honorary Board members with no voting privileges.

Committees

4.5 The Board shall, whenever it deems it necessary, form committees to carry out the business of the Corporation. The Executive Committee shall annually appoint a member of the Board of Directors to serve as chairperson of each standing committee, except for Support Groups where the Chairperson shall be elected from the members in good standing from the area represented by the Support Group. Any Support Group Chairperson shall automatically be a full voting member of the Board of Directors. Membership of these committees must include at least one (1) Board member and may, as the Board deems it necessary, include one or more members who are not members of the Board. Upon dissolution of a committee, the chair of the committee will issue a full report to the Board. Such committees shall report to and make recommendations to the Board but may not exercise any power of the Board. These standing committees may include the following list and others as the Board or President may from time to time deem appropriate:

Powers and Duties of Committees

(a) The Executive Committee shall consist of the President, Vice President, Secretary and Treasurer, and is formed to serve as an interim body between regular meetings, empowered to act on behalf of the Board in critical time related circumstances and is authorized by the Board for special purposes. Prior to renewal or extension of employment the Committee shall conduct a review and evaluation of the performance of the Executive Director. Contract approval is the responsibility of the Board of Directors. The Committee shall serve as the ultimate appeals and deciding body in any personnel grievance by an employee other than the Executive Director if Board review of such issues is provided in the corporation’s personnel policies.

(b) The Development and Financial Resources Committee shall review and make recommendations to the Board concerning the organization’s development and membership plans, proposed grant applications, terms or acceptances, and other proposed solicitation of funds.

(c) The Finance Committee shall review matters of finance; recommend an annual budget to the Board; and review the Corporation’s annual audit reports, whether internal or external. The President may establish for this committee a subcommittee for investments in order to more closely monitor the performance of any investments or investment managers and review the Corporation’s stewardship of funds entrusted to it.

(d) The Personnel Committee shall monitor the Corporation’s personnel management philosophies and recommend personnel policies and procedures for approval by the Board and monitor the Corporation’s compliance with the laws related to employees.

(e) The Education Committee shall take steps to be informed about the policies and major programs through which the Corporation implements its mission and shall: (a) assess the needs, opportunities, priorities and interrelationships among them; and (b) draft strategic plans and modifications thereof and propose revisions to the mission statement for Board approval as appropriate.

(f) The Nominating Committee shall consist of the Vice-President (who shall serve as its Chair), the immediate Past President, and four additional experienced Board members selected annually by the Board at its first meeting of the year. It shall meet upon the call of its Chair each year and nominate a number of candidates equal to all of the expiring terms on the Board of Directors to be filled by membership. Nominations shall be sent to the membership by US Mail post-marked at least 30 days in advance of the annual meeting date. Provision shall be made on the ballot for write-in candidates and on-line voting. In the event an interim vacancy occurs on the Board, the committee may also separately recommend one or more persons to the Board to fill such vacancy until the next election and the same or other persons for election to the rest of the unexpired terms at the next election by members.

(g) The Property and Facilities Committee shall oversee the maintenance of the corporation’s buildings and grounds and its insurance programs, and make recommendations to the Board concerning additions, replacements, and policies related to the facilities.

(h) The Events Coordination Committee shall be responsible for organizational and administrative functions associated with the various events and activities of the Corporation.

(i) Support Groups may be created by the Corporation for the express purpose of supporting the mission and programs of the Corporation. The Board shall establish the geographic area of the membership represented by the Support Group and shall provide a charge to the Support Group.

(j) Ad Hoc Committees may be formed by the President from time to time for study or other purposes; such committees shall report to but not exercise any powers of the Board.

Compensation

4.7 No officer or Board member of the Corporation shall be paid or receive directly or indirectly any profit or pecuniary advantage. However, the Board may authorize the payment of reasonable expenses incurred by Board members in the performance of their duties.

Executive Director and Staff

4.8 The Executive Director shall be appointed by the Board of Directors, and serve at the pleasure of the Board. The Board may appoint an Interim Director if it so chooses.

4.9 The duties of the Executive Director shall include, but not be limited to:

(a) Administrative head of the Corporation staff;

(b) Performing the duties as prescribed by the Corporation and assisting the Corporation and the Board in the performance of its duties;

(c) Managing the Corporation’s ongoing planning process, including assessment of needs and evaluation of activities and programs, assisting the Corporation in establishing its policies and long range program plan, and providing staff support to all Corporation committees;

(d) Ensuring that the Corporation’s activities are carried out efficiently and effectively.

(e) Developing activities and performing services for the Corporation and ensuring the Corporation activities complement existing efforts;

(f) Reporting regularly to the Corporation, as well as to the Board President, on program development, activities, and program assessment;

(g) Developing and maintaining liaison with appropriate state and local agencies, groups, and individuals in the nonprofit, public, and private sectors;

(h) Preparing an annual budget, assisting in soliciting funds, and ensuring the proper expenditure of all funds earmarked for the Corporation.

4.10 The salaries of the Executive Director and staff of the Corporation shall be fixed by the Board. All staff of the Corporation serve at the pleasure of the Director.

Article V.  Meetings

5.1 The Board of Directors will designate, through written notice to all members, the time and place of each regular meeting.

5.2 The Board of Directors will from time to time specify the date and location of the annual meeting. At that meeting the Board will elect its own officers and conduct any other business set forth in the meeting notice. All members will receive notice of the annual meeting and the proposed agenda. The Board shall present an annual report detailing the finances and activities of the Corporation at the annual meeting.

5.3 Special or emergency meetings may be called at any time by the President or a majority of the Board provided all Board members are notified prior to the meeting.

5.4 A quorum for the transaction of business shall be defined, except as otherwise provided by the laws of Wyoming or by the Articles of Incorporation, as a majority of the Board, present in person or represented by written proxy.

5.5 Each Board member will have one vote—to be exercised in person or by written proxy—and all elections and questions shall be decided by majority of the votes cast, provided a quorum is present.

5.6 Agenda and notice of regular Board meetings will be received by each Board member no later than fifteen (15) days before the meeting date. The Secretary will send the notice and it will include date, time, place, and at a minimum, a general agenda for the meeting. If mailed, such notice will be deemed to be delivered when deposited in the US Mail in a sealed envelope so addressed, with postage thereon prepaid. Neither the business to be transacted at, or the purpose of, any regular of the Board need be specified in the notice or waiver of notice of such meeting, unless specifically required by law or by these by-laws. In case of a special meeting or when required by statute or these bylaws, the purpose or purposes for which the meeting is called shall be stated in the notice.

5.7 Before or at any meeting of the board of directors, any director may, in writing, waive notice of such meeting and such waiver shall be deemed equivalent to being given such notice. Attendance by a director at any meeting of the board shall be a waiver of notice by him/her of the time and place. If all directors are present at any meeting of the board, no notice shall be required and any business may be transacted at such meeting.
5.8 The Board and any standing or ad hoc committee may conduct its business and permit any or all members to participate in a regular or special meeting by use of any means of communication by which all members participating may simultaneously hear each other during the meeting. A member participating in a meeting by this means is deemed to be present in person at the meeting.

Article VI.  Officers

President

6.1 The President shall preside at all meetings of the Board of Directors and shall be an ex-officio member of any and all committees; he or she shall have such other powers as may be prescribed from time to time by the Board.

6.2 The president is the chief executive officer of the Board and has general supervision and direction of the business of the Corporation and sees that all orders and resolutions of the Board are carried out.

Vice President

6.3 The Vice President has such powers and performs such duties as may be prescribed from time to time by the Board or President, including chairing the Nominating Committee. In the absence or disability of the President, the Vice President assumes all powers to perform the duties of President and such duties designated by the Board.

Secretary

6.4 The Secretary has such powers and performs such duties as may be prescribed from time to time by the Board or the President. The Secretary attends all sessions of the Board, records all votes, and keeps the minutes of each meeting; the Secretary notifies the Board of all meetings as required by these by-laws. He or she shall be responsible for filing corporate papers and records with the Secretary of State’s office as required.

Treasurer

6.5 The Treasurer is the chief financial officer of the Corporation and has custody of all the corporate funds and securities. The Treasurer keeps full and accurate accounts of receipts and disbursements in books belonging to the Corporation and deposits all monies and other valuable effects in the name and to the credit of the Corporation, in such depositories as may be designated by the Board.

6.6 The Treasurer disburses the funds of the Corporation as ordered by the Board and renders to the Board, at least quarterly, a full account of all transactions and the financial condition of the Corporation.

6.7 The Treasurer has such other powers and performs such other duties as may be prescribed from time to time by the board or the President.

Duties of Officers May be Delegated

6.8.1 In case of the absence of any officer of the Corporation, or for any other reason that the Board may deem sufficient, the Board may delegate, for the time being, the powers or duties, or any of them, of such officer to any other officer, or to any Board member, provided a majority of the Board then in office concurs.

Article VII.  Conduct of Business

7.1 All checks and other demands for money and notes and other instruments for the payment of money shall be signed on behalf of the Corporation by such officer or officers or by such other person or persons as the Board may from time to time designate. At least two (2) signatures shall be required on all checks.

7 .2 The Secretary shall attest to all contracts, deeds, and other instruments signed by the President, Vice President, or by such person or persons as the Board may from time to time designate.

7 .3 No loans shall be contracted for on behalf of the Corporation and no evidence of indebtedness shall be issued in the name of the Corporation unless authorized by a resolution of the Board of Directors. No loan shall be made to any Board member or officer of the Corporation.

7 .4 The Board of Directors may accept on behalf of the Corporation any donation, gift, bequest, or devise for the general purposes or for any special purpose of the Corporation.

7 .5 The fiscal year shall begin January 1. (Amendment passed June 20, 1999)

7 .6 The Board shall cause a financial audit to be conducted within ninety (90) days following the end of each fiscal year and within thirty (30) days following the resignation of a Treasurer if said resignation occurs before the end of his/her term of office.

Conflicts of Interest

7 .7 No officer or Board member of the Corporation shall be interested, directly or indirectly, in any contract relating to the operations conducted by the Corporation, nor in any contract for furnishing services or supplies to the Corporation, unless such contract is authorized by a majority of the Board of Directors at a meeting at which the presence of such interested Board member is not necessary for the purposes of a quorum or for the purposes of such majority, and the fact and nature of such interest is fully disclosed or known to the Board members present at the meeting at which such contract shall be authorized.

7 .8 Any officer, Board member, or employee who becomes aware of any personal interest he or she, or any member of the person’s family, may have in a transaction with the Corporation shall declare it before participating in any way in the recommendation or decision on the transaction. The Executive Director shall enforce the provisions of this Article with respect to employees.

ARTICLE VIII. AMENDMENT

8.1 These by-laws may be altered or amended at any regular or special meeting of the Board by the affirmative vote of a majority of the Board members then in office provided that thirty (30) days prior written notice of the proposed amendment has been provided.

Approved and adopted June 20, 2001; as amended ________