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Bylaws of Great River Road Foundation

Article I: Name and Purpose

1. Name: The name of the organization is Great River Road Foundation, operating as Great River Road.
2. Purpose: The foundation is organized exclusively for charitable, educational, and scientific purposes under Section 501(c)(3) of the Internal Revenue Code. The mission includes protecting vulnerable minors, preserving American history, promoting truth in media, investing in neurodiversity, and supporting exceptional entrepreneurs focused on social good through sustainable, for-profit initiatives.

Article II: Board of Directors

1. General Powers: The Board of Directors shall oversee the foundation’s affairs and ensure alignment with its mission and purpose.
2. Number, Tenure, and Qualifications:
   • The Board shall consist of a minimum of three (3) and a maximum of seven (7) directors.
   • Directors shall serve terms of three (3) years and may be re-elected for consecutive terms.
3. Meetings:
   • Regular meetings shall be held at least annually. Special meetings may be called by the President or any two (2) directors.
   • A majority of the directors constitutes a quorum.
4. Vacancies: Any vacancy occurring on the Board of Directors shall be filled by a majority vote of the remaining directors.
5. Compensation: Directors may receive reasonable compensation for their services, as determined by the Board, provided such compensation is consistent with the foundation’s tax-exempt status.

Article III: Officers

1. Officers: The officers of the foundation shall be a President, Secretary, Treasurer, and any other officers the Board may deem necessary.
2. Election and Term: Officers shall be elected by the Board of Directors for a term of three (3) years and may be re-elected.
3. Duties:
   • President: The President shall preside at all meetings, oversee the foundation’s operations, and represent the foundation in external matters.
   • Secretary: The Secretary shall keep meeting minutes, maintain records, and manage correspondence.
   • Treasurer: The Treasurer shall manage the foundation’s finances, including budgeting, accounting, and financial reporting.
4. Vacancies: In the event of an officer vacancy, the Board shall elect a successor to serve the remainder of the term.

Article IV: Committees

1. Committees: The Board may establish committees as needed to carry out the foundation’s mission. Each committee shall have at least one (1) director as a member.
2. Committee Authority: Committees may act within the scope of their authority as determined by the Board.

Article V: Fiscal Matters

1. Fiscal Year: The fiscal year of the foundation shall be the calendar year.
2. Contracts and Financial Transactions: The Board of Directors must authorize any contract, loan, or financial transaction involving the foundation.
3. Checks and Payments: All checks, drafts, or orders for payment of money shall be signed by the Treasurer or any other officer authorized by the Board.
4. Compensation: The foundation may compensate directors, officers, and employees for their services, provided such compensation is reasonable and in compliance with IRS regulations.

Article VI: Indemnification

1. Indemnification: The foundation shall indemnify directors, officers, and employees to the fullest extent permitted by law against any liability incurred in connection with their service to the foundation.

Article VII: Amendments

1. Amendments: These Bylaws may be amended or repealed by a two-thirds (2/3) vote of the Board of Directors at any regular or special meeting, provided that notice of the proposed amendment is given at least ten (10) days in advance.