The Compassionate Coalition

The Compassionate Coalition
Articles of Incorporation
Adopted October 9, 2006

I. Defined Terms:
As used in these Articles of Incorporation, the following terms are defined as follows:
"Board of Directors" shall mean the Board of Director of The Compassionate Coalition, which is comprised of one elected Representative from each local chapter, plus the Chairman of the Board.
"Corporation" shall mean The Compassionate Coalition.
"Executive Committee" shall mean a private, non-public meeting of voting officers, local or national.
"Local Chapter" shall mean a local chapter of The Compassionate Coalition.
"National Policy" shall mean any and all policy decisions which are not within the authority of a local chapter.
"Quorum" shall mean attendance at a meeting by one half or more of the voting members.
"Representative" shall mean an officer elected by a local chapter to serve on the Board of Directors.
"Simple Majorit" shall mean a vote of more than one half of the voting members present, not including absent voters or abstaining votes.
"Super Majority" shall mean a vote of more than three fourths of the voting members present, not including absent voters or abstaining votes.

II. Name and Address:
The name and address of this corporation is The Compassionate Coalition, 1500 Oliver Road, Suite K, P.M.B.#248, Fairfield, CA 94533

III. Purpose:
A. This corporation is a nonprofit Public Benefit Corporation and is not organized for the private gain of any person. It is organized under the Nonprofit Public Benefit Corporate Law for charitable purposes.
B. The specific purposes of this corporation are: To defend the rights of medical marijuana patients and care providers through education and community participation; to educate the public regarding medical marijuana laws, scientific studies of medical marijuana, and objective evidence relating to medical marijuana; to raise funds for the furtherance of the corporation. This corporation shall not in any way engage in the production, distribution, or sale of medical marijuana.

IV. By-Laws:
A. The Board of Directors:
1. Authority: The Board of Directors shall have the authority to: Establish national policy for the corporation; make decisions regarding administration of the corporation; elect and manage national officers; create and induct new local chapters of the corporation; define the geographic area of each local chapter; manage all income and expenditures which are not under the authority of a local chapter with an elected Treasurer. All Board of Directors activities must comply with these Articles of Incorporation.
2. Voting: Any changes or amendments to these by-laws, or decisions to disclose confidential information, shall become effective upon the vote of a super majority of the Board of Directors, after all board members have been given the opportunity to vote. All other decisions which fall under the authority of the Board of Directors shall become effective upon the vote of a simple majority of the Board of Directors, after all board members have been given the opportunity to vote. The Board of Directors votes may be determined through discussion with the Chairman of the Board, not necessarily in-person or as a group.
3. Voting Membership: The Board of Directors shall be comprised of one Representative elected from each local chapter, plus the Chairman of the Board, elected by the Board of Directors. Each Representative shall hold one vote on the Board of Directors. A Chairman who is not a Representative shall hold one vote as well.
4. Accounting: All income and donations will be given to the Board of Directors via the Chief Financial Officer, except for funds collected and managed by a local chapter with an elected treasurer. All accounting activities must comply with these Articles of Incorporation, and approval of the Board of Directors.
5. Meetings: The Board of Directors may convene public meetings, or private executive committee meetings which are only open to the voting membership. All public meetings are open to any individuals, unless prohibited by a local chapter or Board of Directors vote for violating the Articles of Incorporation or the Code of Conduct.
6. Chairman: The Board of Directors shall elect one person to serve as Chairman of the Board. The Chairman of the Board shall: Plan, facilitate, and mediate meetings of the Board of Directors; serve as a contact person for local chapters, media, and the public; have responsibility for oversight of all projects already approved by the Board of Directors; work with the Chief Financial Officer to oversee all aspects of accounting, and serve as a second signatory on all national financial accounts; work with the Secretary to oversee agendas, meeting notes, institutional records, and all publications; vote on Board of Directors decisions, if not serving as a Representative.
7. Chief Financial Officer: The Board of Directors shall elect one person to serve as Chief Financial Officer for the corporation. Under supervision by the Chairman of the Board, the Chief Financial Officer(CFO) shall: Oversee all aspects of accounting for the national organization and all local chapters; be responsible for processing and tracking all income and expenditures for the national organization, in compliance with the by-laws, accounting policies, and approval of the Board of Directors; be responsible for aiding local chapter treasurers in maintaining compliance with the these Articles of Incorporation, and approval of the local chapter.
8. Secretary: The Board of Directors shall elect one person to serve as Secretary for the corporation. Under supervision by the Chairman of the Board, the Secretary shall: Prepare meeting agendas and maintains meeting notes for each Board of Directors meeting; maintain records of the corporation; help to create publications and educational materials as needed.
9. Other Officers: The Board of Directors may appoint additional national officers as needed.

B. Local Chapters:
1. Authority: Each local chapter shall have the authority to make decisions regarding chapter administration, membership, local policy, and local elected officials, within a chapter's own defined geographic area. All chapter activities must comply with these Articles of Incorporation.

2. Voting: For the first 3 meetings of a new chapter, local elected officials and local policy shall be determined by a simple majority vote of members of the chapter who are present at the time of the vote, with no requirement for a quorum. Following the third meeting of the chapter, local elected officials and local policy shall be determined by a simple majority vote of members of the chapter who meet the criteria of a "voting member", and who are present at the time of the vote, only when there is a quorum.
3. Voting Membership: To be considered a “voting member” of a local chapter, one must meet all of the criteria set forth by that chapter. Each chapter may choose to adopt its own criteria for voting membership, or adopt the following suggested policy: "To be considered a "voting member" one must meet all of the following criteria: A) Have attend at least 2 of the previous 4 local meetings; B) Allow your name and current contact information to be listed on an organizers list; C) Complete a membership application form with the information listed above and a signed Confidentiality Agreement."
4. Accounting: Each local chapter must contribute all income and donations to the Board of Directors via the Chief Financial Officer, or choose to manage its own funds by electing a Treasurer for the chapter. All accounting activities must comply with these Articles of Incorporation, and approval of the chapter.
5. Meetings: A chapter may convene public meetings, or private "Executive Committee" meetings which are only open to voting members of the chapter. All public chapter meetings are open to any individuals, unless prohibited by a chapter or Board of Directors vote for violating the Articles of Incorporation or the Code of Conduct.
6. Chapter Representative: Each local chapter shall elect one person to serve as "Representative" to vote on the Board of Directors. Each chapter Representative shall have the authority to cast one vote in each vote of the Board of Directors, without requirements for approval, consent, or voting from the chapter that he or she serves.
7. Secretary: Each local chapter shall elect one person to serve as Secretary for the chapter. Under supervision by the chapter Representative, the Secretary shall: Prepare meeting agendas and maintains meeting notes for each chapter meeting; maintain records of the chapter; help to create publications and educational materials as needed.
8. Treasurer: Each local chapter that wishes to manage its own funds shall elect one person to serve as Treasurer for the chapter. Under supervision by the chapter Representative and the national Chief Financial Officer, the Treasurer shall: Oversee all aspects of accounting for the chapter; be responsible for processing and tracking all income and expenditures for the chapter, in compliance with these Articles of Incorporation, and approval of the chapter.
9. Other Officers: Each local chapter may appoint additional officers for the chapter as needed.

C. Elected Officers:
1. Qualifications: Any person may serve as an officer of this corporation. Each local and national candidate for elected office shall provide background information regarding their employment, related work skills, interest in the position, and personal interests. Local and national candidates for elected office may also be required to provide additional information, as long as it does not violate legal employment practices.
2. National Officers: National officers shall be selected by the Board of Directors, at any time, and each officer shall hold office until he or she resigns, is removed, or is otherwise disqualified to serve, or until his or her successor shall be elected and qualified whichever occurs first. Any national officer may be removed, either with or without cause, by the Board of Directors, at any time. Any national officer may resign at any time by giving written notice to the Board of Directors or to the Chairman of the Board, or Secretary of the corporation.
3. Chapter Officers: Chapter officers shall be elected by the local chapter, at any meeting where there is a quorum, and each officer shall hold office until he or she resigns, is removed, or is otherwise disqualified to serve, or until his or her successor shall be elected and qualified whichever occurs first. Any chapter officer may be removed, either with or without cause, by the chapter that they serve, at any time. Any chapter officer may resign at any time by giving written notice to the Representative or the Secretary of the chapter that they serve.
4. Resignation: Any such resignation shall take effect at the date of receipt of such notice or at any later date specified therein, and, unless otherwise specified therein the acceptance of such resignation shall not be necessary to make it effective.
5. Exceptions: The above provisions of this Section shall be superseded by any conflicting terms of contract which has been approved or ratified by the Board of Directors relating to the employment of any officer of the corporation.
D. Accounting Policies:
1. This corporation is organized and operated for charitable purposes within the meaning of Section 501(c) (3), Internal Revenue Code. The corporation, and all of its officers and activities, shall comply fully with these Articles of Incorporation, the corporation’s Conflict of Interest Policy, Section 501(c) (3) of the Internal Revenue Code, and any other related laws.
2. No substantial part of the activities of this corporation shall consist of carrying on propaganda, or otherwise attempting to influence legislation, and the corporation shall not participate or intervene in any political campaign (including the publishing or distribution of statements) on behalf of any candidate for public office.
3. Any and all expenditures of corporation funds must be for the benefit of The Compassionate Coalition, and to help defend the rights of medical marijuana patients and care providers as a group; expenditures for private needs other than this are prohibited.
4. The property of this corporation is irrevocably dedicated to charitable purposes and no part of the net income or assets of this corporation shall ever inure to the benefit of any private person. Upon the dissolution or winding up of the corporation, its assets remaining after payment, or provision for payment, of all debts and liabilities of this corporation shall be distributed to [Americans for Safe Access], a nonprofit corporation which is organized and operated exclusively for charitable purposes and which has established its tax exempt status under Section 501(c)(3), Internal Revenue Code.
5. Any and all income and expenditures, local or national, must be recorded, along with confirming evidence such as receipts, banking logs, or other information as needed. Such information must be reported to the Chief Financial Officer as soon as possible, and additional information may be required. The Chief Financial Officer shall prepare and process all required tax paperwork and reports, in accordance with these Articles of Incorporation, Section 501(c) (3) of the Internal Revenue Code, and any other applicable laws.
6. For and all products or services to be purchased with corporation funds, local or national, an officer or delegate must perform the following: Determine the needs to be met; research and analyze the product or service; determine the cost and compare to competitors; make a judgment about which product or service will be most beneficial to the corporation, with consideration for cost, quality, reliability, time, effort, environmental impacts, and the degree to which each company supports the rights of medical marijuana patients; gain purchasing approval from the appropriate local chapter or Board of Directors; make the purchase as approved, and save any confirming evidence such as receipts, supporting documentation, or other information; ensure that the product or service is delivered or performed as expected; report the purchase to the local appropriate local treasurer or Chief Financial Officer, with all confirming evidence.
7. The Board of Directors shall have the authority to keep and manage any funds which are national in scope, and to spend and appropriate these funds by a simple majority vote, within the limitations of these Articles of Incorporation, Section 501(c) (3) of the Internal Revenue Code, and any other applicable laws. Funds which are national in scope include donations or income that: Are not ear-marked for a specific local chapter; are given to a chapter that does not have an elected Treasurer; are appropriated to the Board of Directors by a local chapter that has voted to do so; are received via the national web site, the national email newsletter, or other national publications; are solicited for the stated purpose of funding the national interests of the corporation; are given in exchange for national property, such as t-shirts, signs, educational material, or other materials.
8. A local chapter with an elected Treasurer shall have the authority to keep and manage any funds which are local in scope, and to spend and appropriate these funds by a simple majority vote, within the limitations of these Articles of Incorporation, Section 501(c) (3) of the Internal Revenue Code, and any other applicable laws. Funds which are local in scope include donations or income that: Are ear-marked for a specific local chapter; are appropriated to a local chapter from the Board of Directors when it has voted to do so; are received via the local chapter’s web site, email newsletter, or other local publications; are solicited for the stated purpose of funding the local interests of the chapter; are given in exchange for local chapter property, such as t-shirts, signs, educational material, or other materials.
9. By a simple majority vote, the Board of Directors or a local chapter has the authority to delegate its own spending authority to an officer or committee for a clearly stated purpose, with exact limitations on the amount to be spent. Such activities must comply with these Articles of Incorporation, Section 501(c) (3) of the Internal Revenue Code, and any other applicable laws.
10. Only the Board of Directors shall have the powers to restrict, lien, hypothecate, lend, encumber, transfer to foundations, trusts or other third parties without consideration, the assets of the corporation. This does not contravene restrictions imposed by donors.

V. Code of Conduct:
A. Security Policy:
All members and guests attending Compassionate Coalition sponsored events are expected to be civil, respectful and non-violent. Any person who fails to meet these expectations, whether at a Compassionate Coalition sponsored event or in relation to our members, property, issues or representation, may, by a vote of a local chapter or the Board of Directors, be banned from Compassionate Coalition sponsored events, or be given lesser sanctions.
B. Disruptive Behavior and Serious Misconduct:
The Board of Directors and local chapter officials have an obligation to deal quickly and effectively with disruptive behavior and serious misconduct that is disruptive, disrespectful, violent or destructive, or which violates these Articles of Incorporation. Disruptive behavior and serious misconduct include: Disturbing meetings and events, improper or excessive use of communications systems, harassment, implied or stated threats, intimidation, or any other actions which may impede the work of the corporation. All disputes over disruptive behavior and serious misconduct should be resolved at the most local level, in a private and discreet manner, whenever possible.
C. Policy Disputes:
In the event that there is a dispute regarding interpretation or application of the corporations’ Articles of Incorporation, or any other guidelines, policies or procedures, members should seek clarification from the Board of Directors. The Board of Directors shall review the case and, by a simple majority vote, provide a definitive ruling. All members and officers must comply with policy interpretation that has been provided by the Board of Directors.
D. Confidentiality Agreement:
1. All national officers, including the members of the Board of Directors, the chairman of the Board, and any other elected officers, shall be required sign and honor a confidentiality agreement. The confidentiality agreement shall, within legal limits, prohibit all national officers from disclosing any information which could be used to the legal detriment of the corporation, its elected officers, members, supporters, affiliates, comrades, acquaintances or allies. Such information may only be disclosed by a super majority vote of the Board of Directors.
2. A local chapter may choose to require each voting member and elected official to sign a confidentiality agreement as part of the requirements for voting membership. In these cases, elected officers and voting members must sign and honor a confidentiality agreement, which will be included in the voting membership application form. The confidentiality agreement shall, within legal limits, prohibit elected officers and voting members from disclosing any information which could be used to the legal detriment of the corporation, its elected officers, members, supporters, affiliates, comrades, acquaintances or allies. Such information may only be disclosed by a super majority vote of the national Board of Directors.
E. Elected Officers:
Only elected officers may officially represent The Compassionate Coalition for media and the public. Elected officers are expected to: Be mindful of the corporation's rules and Code of Conduct; represent only the officially sanctioned views of the corporation; be professional, diplomatic, friendly, positive, and constructive; act in a civil manner; be completely non-violent and non-aggressive; help resolve disputes within the community; be open to guidance and constructive criticism from the organization; check with the organization if unclear on anything. National elected officers who fail to meet these expectations may, by a vote of the Board of Directors, be removed from office or be giver lesser sanctions. Local elected officers who fail to meet these expectations may, by a vote of the local chapter voting members, be removed from office or be giver lesser sanctions.
F. Voting Members:
Voting members who are not elected officers may not represent The Compassionate Coalition for media or the public. All voting members are expected to: Be mindful of the corporation's rules and Code of Conduct; represent their own views in each vote, without external influence, persuasion or exchange of personal benefits; be civil, respectful and non-violent. Any person who fails to meet these expectations, whether at a Compassionate Coalition sponsored event or in relation to our members, property, issues or representation, may, by a vote of that members’ local chapter, or the Board of Directors, be banned from Compassionate Coalition sponsored events, or be giver lesser sanctions.
G. Members and Guests:
Members and guests who are not elected officers may not represent The Compassionate Coalition for media or the public. All members and guests are expected to be civil, respectful and non-violent. Any person who fails to meet these expectations, whether at a Compassionate Coalition sponsored event or in relation to our members, property, issues or representation, may, by a vote of a local chapter or the Board of Directors, be banned from Compassionate Coalition sponsored events, or be giver lesser sanctions.
H. Sexual Harassment:
Sexual Harassment Includes Any of The Following: Repeated, unwelcome sexual suggestions or physical contact; sexual language or images that create an offensive environment; use of corporation contact information to make repeated, unwelcome personal or sexual suggestions; demands for sexual favors made explicitly or implicitly as a condition for support of a candidate for office, a policy issue, or any other corporation related matters.
1. Sexual harassment of any corporation officer, member, supporter, affiliate, acquaintance or contact, or at corporation sponsored events or meetings, is prohibited as provided by law and as governed by corporation policies. Any complaints or concerns about sexual harassment of a corporation officer, member, supporter, affiliate, acquaintance or contact, or at corporation sponsored events or meetings, should be immediately reported to the Board of Directors.
2. All complaints of sexual harassment are to be treated seriously by the Board of Directors, in confidence, and without retaliation or hostility toward the individual complaining.
3. Any person who fails to meet these sexual harassment policies may, by a simple majority vote of the Board of Directors, be banned from corporation sponsored events, or be given lesser sanctions.
I. Non-Discrimination Policy:
The Compassionate Coalition is committed to the principle of equal opportunity, and prohibits discrimination against individuals on the basis of race, color, sex, sexual orientation, gender identity, religion, disability, age, veteran status, ancestry, national or ethnic origin, or any other legally protected characteristic.
1. Discrimination against any corporation officer, member, supporter, affiliate, acquaintance or contact, or at corporation sponsored events or meetings, is prohibited as provided by law and as governed by corporation policies. Any complaints or concerns about discrimination should be immediately reported to the Board of Directors.
2. All complaints of discrimination are to be treated seriously by the Board of Directors, in confidence, and without retaliation or hostility toward the individual complaining.
3. Any person who fails to meet these non-discrimination policies may, by a simple majority vote of the Board of Directors, be banned from corporation sponsored events, or be given lesser sanctions.

VI. Conflict of Interest Policy
A. Purpose:
The purpose of the conflict of interest policy is to protect The Compassionate Coalition's (corporation) interest when it is contemplating entering into a transaction or arrangement that might benefit the private interest of an officer or director of the corporation or might result in a possible excess benefit transaction. This policy is intended to supplement but not replace any applicable state and federal laws governing conflict of interest applicable to nonprofit and charitable organizations.
B. Definitions:
1. Interested Person: Any director, principal officer, or member of a committee with governing board delegated powers, who has a direct or indirect financial interest, as defined below, is an interested person.
2. Financial Interest: A person has a financial interest if the person has, directly or indirectly, through business, investment, or family:
a) An ownership or investment interest in any entity with which the corporation has a transaction or arrangement,
b) A compensation arrangement with the corporation or with any entity or individual with which the corporation has a transaction or arrangement, or
c) A potential ownership or investment interest in, or compensation arrangement with, any entity or individual with which the corporation is negotiating a transaction or arrangement.
Compensation includes direct and indirect remuneration as well as gifts or favors that are not insubstantial.
A financial interest is not necessarily a conflict of interest. Under Section C, a person who has a financial interest may have a conflict of interest only if the appropriate governing board or committee decides that a conflict of interest exists.
C. Procedures:
1. Duty to Disclose: In connection with any actual or possible conflict of interest, an interested person must disclose the existence of the financial interest and be given the opportunity to disclose all material facts to the directors and members of committees with governing board delegated powers considering the proposed transaction or arrangement.
2. Determining Whether a Conflict of Interest Exists: After disclosure of the financial interest and all material facts, and after any discussion with the interested person, he/she shall leave the governing board or committee meeting while the determination of a conflict of interest is discussed and voted upon. The remaining board or committee members shall decide if a conflict of interest exists.
3. Procedures for Addressing the Conflict of Interest:
a) An interested person may make a presentation at the governing board or committee meeting, but after the presentation, he/she shall leave the meeting during the discussion of, and the vote on, the transaction or arrangement involving the possible conflict of interest.
b) The chairperson of the governing board or committee shall, if appropriate, appoint a disinterested person or committee to investigate alternatives to the proposed transaction or arrangement.
c) After exercising due diligence, the governing board or committee shall determine whether the corporation can obtain with reasonable efforts a more advantageous transaction or arrangement from a person or entity that would not give rise to a conflict of interest.
d) If a more advantageous transaction or arrangement is not reasonably possible under circumstances not producing a conflict of interest, the governing board or committee shall determine by a majority vote of the disinterested directors whether the transaction or arrangement is in the corporation’s best interest, for its own benefit, and whether it is fair and reasonable. In conformity with the above determination it shall make its decision as to whether to enter into the transaction or arrangement.
4. Violations of the Conflicts of Interest Policy:
a) If the governing board or committee has reasonable cause to believe a member has failed to disclose actual or possible conflicts of interest, it shall inform the member of the basis for such belief and afford the member an opportunity to explain the alleged failure to disclose.
b) If, after hearing the member’s response and after making further investigation as warranted by the circumstances, the governing board or committee determines the member has failed to disclose an actual or possible conflict of interest, it shall take appropriate disciplinary and corrective action.
D. Records of Proceedings:
The minutes of the governing board and all committees with board delegated powers shall contain:
1. The names of the persons who disclosed or otherwise were found to have a financial interest in connection with an actual or possible conflict of interest, the nature of the financial interest, any action taken to determine whether a conflict of interest was present, and the governing board's or committee's decision as to whether a conflict of interest in fact existed.
2. The names of the persons who were present for discussions and votes relating to the transaction or arrangement, the content of the discussion, including any alternatives to the proposed transaction or arrangement, and a record of any votes taken in connection with the proceedings.
E. Compensation:
1. A voting member of the governing board who receives compensation, directly or indirectly, from the corporation for services is precluded from voting on matters pertaining to that member's compensation.
2. A voting member of any committee whose jurisdiction includes compensation matters and who receives compensation, directly or indirectly, from the corporation for services is precluded from voting on matters pertaining to that member's compensation.
3. No voting member of the governing board or any committee whose jurisdiction includes compensation matters and who receives compensation, directly or indirectly, from the corporation, either individually or collectively, is prohibited from providing information to any committee regarding compensation.
F. Annual Statements:
Each director, principal officer and member of a committee with governing board delegated powers shall annually sign a statement which affirms such person:
1. Has received a copy of the conflicts of interest policy,
2. Has read and understands the policy,
3. Has agreed to comply with the policy, and
4. Understands the corporation is charitable and in order to maintain its federal tax exemption it must engage primarily in activities which accomplish one or more of its tax-exempt purposes.
G. Periodic Reviews:
To ensure the corporation operates in a manner consistent with charitable purposes and does not engage in activities that could jeopardize its tax-exempt status, periodic reviews shall be conducted. The periodic reviews shall, at a minimum, include the following subjects:
1. Whether compensation arrangements and benefits are reasonable, based on competent survey information, and the result of arm's length bargaining.
2. Whether partnerships, joint ventures, and arrangements with management organizations conform to the corporation's written policies, are properly recorded, reflect reasonable investment or payments for goods and services, further charitable purposes and do not result in inurement, impermissible private benefit or in an excess benefit transaction.
H. Use of Outside Experts:
When conducting the periodic reviews as provided for in Section G, the corporation may, but need not, use outside advisors. If outside experts are used, their use shall not relieve the governing board of its responsibility for ensuring periodic reviews are conducted.