The Injustice System Bylaws

Article I: Name and Type

The name of the Corporation is The Injustice System. The Corporation is a non-profit association of activists and activist organization’s who want to help us fight the corruption in our police departments, judicial and prison systems.  This is a political organization and therefore donations and membership fees are not tax deductible.

Article II: Purpose

The Corporation is organized for the purpose of finding and exposing corruption in our criminal justice system.  We want to fight for a just criminal justice system where innocent people are not imprisoned and executed.  We want to fight for the innocent victims of the system. We are also fighting the Death Penalty.

Article III: Members

Section 1. Members. The corporation is organized on a membership basis. Membership shall consist of activists and organizations who are active in the fight to clean up the criminal justice system and prison activists who endorse out purpose.  There will also be members who may not be activist but support our activities.  These people will not have voting powers and will not be active in the operations of the corporation.  They will receive the newsletters and asked to be active in letter writing campaigns and signing petitions.

Section 2. Application for Membership. Any person or entity interested in becoming a member of the corporation shall submit an application, which shall indicate the organization(s) to be represented, the designated representatives, the designated voting representatives, if applicable, and the membership application fee to the Treasurer. The Treasurer is empowered to approve membership applications and assign the member to a member classification. If the Treasurer needs assistance in evaluating or approving a membership application, or assigning the member to a membership classification, he or she shall seek assistance from the Membership Committee. The decision of the Membership Committee shall be submitted to the Board of Directors for final review and approval in all such circumstances.

Section 3. Termination of Membership. The Board of Directors, by affirmative vote of two-thirds of all of the members of the Board, may suspend or expel a member for cause after an appropriate hearing, or suspend or expel any member who shall be in default in the payment of dues for the periods so fixed.

Section 4. Resignation. Any member may resign by notification to the Treasurer, but such resignation shall not relieve the member so resigning of the obligation to pay any dues, assessments, or other charges theretofore accrued and unpaid.

Section 5. Reinstatement. On written request signed by a former member and filed with the Treasurer, the Board of Directors, by the majority of the Members of the Board, may reinstate such former member to membership on such terms as the Board of Directors may deem appropriate.

Section 6. Transfer of Membership. Membership in this corporation is not transferable or assignable.

Section 7. Membership Classes. Membership shall be comprised of these classes. The designation of said classes shall be as follows:

A. Voting Member-shall be members who are active in the operation of the Corporation.  They may be called on to represent the Corporation in their state and start campaigns in their states.  These members will be volunteers who will be approved by the directors.

B. General Members- shall be individuals who wish to help the Corporation with its causes by signing petitions and writing letters for our cause.

Section 8. Class Qualifications. The qualifications of the members of each class shall be finally determined by the board of Directors.

Section 9. Change in Membership Status. Any change in membership status shall be submitted in writing to the Executive Secretary for review and any further action.

Article IV: Associates

Section 1. The Injustice System Associates. The Injustice System Associates can be individuals, businesses, corporations, or associations who apply and are accepted as The Injustice System Associates. The Injustice System Associates are invited to attend certain activities, but have no voting or participatory rights. Prospective The Injustice System Associates must submit an application with applicable fees to the Treasurer. If the Treasurer has any questions about the eligibility of the prospective associate, he shall submit the matter to the Membership Committee for its review and recommendation to the Board of Directors for final approval.

Article V: Meetings

Section 1. Regular Meetings. Regular meetings for the members of The Injustice System shall be held two (2) times a year, one of which shall be designated the annual meeting, or as otherwise specified by the President, and upon due notification of members by the Vice-President and the Executive Secretary.

Section 2. Special Meetings. Special meetings may be called by the President and notice of such meetings should state the purpose or purposes of the special meeting.

Section 3. Quorum. A quorum shall consist of those Voting members present at a regularly scheduled meeting.

Article VI: Board of Directors

Section 1. General Powers. The affairs and all general policies of the corporation shall be managed by its Board of Directors.

Section 2. Specific Duties. The Board shall be specifically responsible for:

A. Disbursement of The Injustice System funds over $1,000.00;

B. Approval of fees paid by members and guests for meetings.

C. Determining the places and dates of such meetings;

D. Filling Officer and Board member vacancies by majority vote of the Executive Committee (such appointees to serve until the next annual election);

E. Approval of all procedures/standards governing membership applications and acceptance;

F. Final authority over any The Injustice System -sponsored events or activities; and

G. Directing The Injustice System participation in any governmental or regulatory proceedings

Section 3. Number, Tenure and Qualifications. The number of directors shall be up to nine (9). Directors shall be elected at the annual meeting of members and the term of office of each director shall be two years or until his or her successor has been qualified and elected.

The director's positions shall be designated Chief Operating Officer/Chairman of the Board (CEO), President, Vice President, Executive Secretary, Treasurer, and At-Large. The outgoing CEO shall serve as an Ex-Officio Director. Candidates for the Board shall be selected from the roster of Voting members The CEO must be elected from the Voting Members on the current board.

Section 5. Regular Meetings. Regular meetings of the Board of Directors shall be held from time to time as necessary at the principal offices of the corporation, or other locations as determined by the Board, but it shall meet at least three (3) times a year.

Section 6. Special Meetings. Special meetings of the Board of Directors may be called at the request of the President or any other two directors.

Section 7. Notice of any Special Meetings. Notice of any special meetings shall be given at least three days prior thereto, and shall include information associated with time, location, and subject matter.

Section 8. Quorum. A majority of the Board of Directors shall constitute a quorum for the transaction of business at any meeting of the board; but if less than a majority of the directors are present at any meeting, a majority of the directors present may adjourn the meeting from time to time without further notice.

Section 9. Board Decisions. The act of a majority of the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors, unless the act of a greater number is required by law or by these Bylaws. Any ties will be broken by the President.

Section 10. Vacancies. Any vacancy occurring in the Board of Directors and any directorship to be filled by reason of an increase in the number of directors, shall be filled in its discretion by the Board of Directors. A director appointed to fill a vacancy shall serve for the unexpired term of his or her predecessor in office.

Section 11. Compensation. Directors as such shall not receive any stated salaries for their services, but by resolution of the Board of Directors, a fixed sum and expenses of attendance, if any, may be allowed for attendance at any regular or special meeting of the board. Nothing herein contained shall be construed to preclude any director from serving the corporation in any other capacity and receiving compensation therefore.

Section 12. Teleconference. Members of the board may participate in a meeting by means of conference telephone or similar communications equipment, by means of which all persons participating in the meeting can hear each other.

Article VII: Officers

Section 1. Officers. The officers of the corporation shall be a President or Vice President, an Executive Secretary, a Treasurer, and such other officers as may be elected in accordance with the provisions of this article. The Board of Directors may elect or appoint such other officers, including one or more assistant secretaries and one or more assistant treasurers, as it shall deem desirable, such officers to have the authority and perform the duties prescribed, from time to time, by the Board of Directors. Any two or more offices may be held by the same person, except the offices of President and Secretary.

Section 2. Term of Office. The officers of the corporation shall be elected or appointed annually as the case may be at the regular annual meeting. If the election of officers is not held at such meeting, such election shall be held as soon thereafter as is convenient. New offices may be created and filled at any meeting of the Board of Directors. Each officer shall hold office for two years or until his or her successor has been duly elected and qualifies.

Section 3. Removal. Any officer appointed by the Board of Directors may be removed by the Board of Directors whenever in its judgment the best interests of the corporation would be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the officer so removed.

Section 4. Vacancies. A vacancy in any office because of death, resignation, removal, disqualification, or otherwise, may be filled by the Board of Directors for the unexpired portion of the term.

Section 5. Powers and Duties. The several officers shall have such power and shall perform such duties as may from time to time be specified in resolutions or other directives of the Board of Directors or as specified herein. Each officer shall have the powers and authority and shall perform and discharge the duties of officers of the same title serving in non-profit corporations having the same or similar general purposes and objectives as this corporation.

A. The President. The President shall be the chief executive officer of the Corporation and will have general and active management of the activities of The Injustice System. The President shall preside over all The Injustice System meetings. He/she shall appoint the Chairperson and approve the membership of all standing and temporary committees. The President shall have the authority to direct the Treasurer to disburse The Injustice System funds up to $1,000.00.

B. The Vice-President. The Vice-President shall preside at meetings if the President is unable to attend, and perform such other duties as assigned

C. The Executive Secretary. The Executive Secretary shall be responsible for recording the minutes of all meetings and sending out copies to all member institutions.

D. The Treasurer. The Treasurer shall oversee the financial activities of The Injustice System. The Treasurer shall collect, hold, and disburse The Injustice System’s funds under the direction of the President. The Treasurer shall give an accounting of all receipts and disbursements at each meeting. If a member cannot attend a meeting that they have registered for, they must notify the Treasurer by the due date set by the host to avoid forfeiture of the registration fee. If they fail to notify the Treasurer, the Treasurer will collect the regular meeting registration fee from them.

E. The Ex-Officio. The Ex-Officio is the Outgoing President and shall be responsible for the transition between Boards of Directors.

Article VIII: Committees

Section 1. The Standing Committees.

A. The Standing Committees, each consisting of a chairperson and at least two (2) members, shall be as follows:

1. Program
2. Membership
3. Network
4. Governmental Affairs
5. Committee of the Whole

B. The Program Committee shall be responsible for determining where each meeting will be held, and make all necessary arrangements. Requests for funds shall be sent to the Treasurer, in writing, for submission to the President and the Board of Directors for final approval. This committee will report directly to the Board or its designee.

C. The Membership Committee shall formulate a membership application, supervise its disseminations, and review for the President and Board of Directors, all submitted applications along with their recommendations. This committee will report directly to the Board or its designee.

D. The Network Committee shall be responsible to develop and maintain a network for voice, data, and video for the use of The Injustice System members. The Network Committee shall prepare short-range and long-range plans to achieve the goal of a The Injustice System network. This committee will report directly to the Board or its designee.

E. The Governmental Affairs Committee shall be responsible to review appropriate tariffs filed with the State and Federal authorities that may impact member organizations. They will prepare summary reports for presentation to the at each The Injustice System meeting. If required by time considerations, intermediate reports will be prepared and distributed to the appropriate members. This committee shall report directly to the Board or its designee.

F. Committee of the Whole. The Committee of the Whole shall be responsible for elections, audits, membership pamphlets, bylaw changes, and other duties as assigned by the Board of Directors. The committee will report directly to the Board or its designee.

Article IX: Dues and Fees

Section 1. Registration Fees. The Treasurer shall collect a registration fee from all persons present at each members meeting according to the policy established by the President and Board of Directors.

Section 2. Dues. Any changes in the amount of membership dues shall be established by the Board of Directors.

Article X: Indemnification

Section 1. Indemnification. The Corporation will, to the fullest extent now or hereafter permitted by law, indemnify a person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative, or investigative and whether formal or informal, by reason of the fact that the person is or was a director, officer, employee, non-director volunteer, or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, partner, trustee, employee, non-director volunteer, or agent of another foreign or domestic corporation, business corporation, partnership, joint venture, trust, or other enterprise whether for profit or not-for-profit, against expenses including attorneys' fees, judgments, penalties, fines and amounts paid in settlement actually and reasonably incurred by the person in connection with the action, suit or proceeding if the person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the Corporation or its members, and with respect to any criminal action or proceeding, if the person had no reasonable cause to believe that conduct was unlawful.

Section 2. Rights to Continue. This indemnification will continue as to a person who has ceased to be a director or officer of the Corporation. Indemnification may continue as to a person who has ceased to be a non-director volunteer, employee or agent of the Corporation to the extent provided in a resolution of the Board of Directors or in any contract between the Corporation and the person. Any indemnification of a person who was entitled to indemnification after such person ceased to be a director, officer, non-director volunteer, employee or agent of the Corporation will inure to the benefit of the heirs and personal representatives of that person.

Article XI: Amendments

These Bylaws may be changed or amended at any The Injustice System business meeting by at least a two-thirds majority of the Voting members present. The proposed changes and/or amendments shall be mailed to each member at least thirty (30) days prior to the meeting where the voting is scheduled to take place.

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