Abortion Access Fund, Inc.
A Nebraska Non Profit
1002 West Mission
Adopted June 15, 2000
Article I. Corporate Purposes
Corporate Status. The Abortion Access Fund, Inc., hereinafter
referred to as AAF, Inc., was incorporated on May 5, 2000, as a Nebraska
Non Profit Corporation.
Section 1.02: Corporate Purpose.
AAF, Inc., is
organized and will be operated exclusively for charitable and
educational purposes, including financial assistance and public
education on reproductive health matters which shall include, but not be
loans, grants and mortgages to abortion clinics and providers that have
been turned down for loans from commercial sources;
Provide loans and grants to defray legal costs of abortion
providers and clinics, when in the absence of such grants the provider
or clinic might not be able to best represent themselves in court.
Provide loans and grants to women that might be forced to
continue an unwanted or genetically flawed pregnancy due to financial
d. To serve as a collection point for
donated airline frequent flyer miles and to use these to make airline
tickets for patients and their escorts who are unable to finance travel
to distant referral clinics.
Limitations on Activities. Consistent with its charitable and
AAF, Inc., shall not participate or intervene in any political
campaign on behalf of or in opposition to any candidate for public
No part of AAF, Inc.’s net earnings shall inure to the benefit of
it’s officers, directors or other private persons; however, it is
authorized to pay reasonable compensation for services rendered and
otherwise make payments and distributions in furtherance of it’s
AAF, Inc., shall only take actions permitted an organization
exempt from taxation under paragraph 501 (c) (3) of the Internal revenue
Code (“the Code”) and pertinent Income Tax Regulations, as they are
Article II. Membership
Section 2.01: Types of members. AAF, Inc. shall have no
members or classes of membership.
Article III. Board of
Section 3.01: Board of
Directors Size. There
shall be no less than three or more than 30 Directors, as the Board may
decide from time to time.
Section 3.02: Types of
shall be either
Appointment of Directors.
Both Executive and General Director’s shall be appointed by the Chairman
of the Board and shall be confirmed by a majority of the Board’s total
membership. Executive directors shall be appointed for an indefinite
term. General Board Members shall serve a one-year term and shall hold
office until their successors have been appointed and affirmed.
Section 3.04: Removal or
Directors shall serve at the pleasure of the Chairman of the Board and
may be removed or suspended with, or without, cause by the Chairman.
Section 3.05: Meetings
of the Board. There
shall be at least one meeting annually of the entire AAF, Inc. Board of
Directors. The time date and place of this meeting must be announced 60
days in advance. Notice of this meeting must be made in writing and
mailed to each Director or at the decision of the Chairman of the Board
it may be posted at least 60 days in advance on the AAF, Inc., website.
In addition Executive Board and General Board meetings may be called as
deemed appropriate by the Chairman of the Board or any Executive Board
Member; also, a written petition of at least one-third of the total
Board Members may call a General Board Meeting at a time and place to be
determined by the callers. Notice must be in writing and designed to be
received at least five days in advance of the meeting if at all
Section 3.06: Quorum:
Majority Vote. A quorum
of the Executive Board shall require a minimum of two Executive
Directors to be present. One third of the General Board’s total
membership shall constitute a quorum. When a quorum is present at a duly
called Board meeting, all actions shall be by vote of a majority of
those present unless otherwise required by these Bylaws or by law.
Section 3.07: Polling to
Achieve Majority or More of the Entire Board.
Whenever any law or Bylaw requires the vote or approval of a majority or
more of the Board’s total membership and such action or resolution has
been approved pursuant to paragraph 3.06, such majority may be obtained
by polling all non-attending Directors in writing and securing their
Section 3.08: Conference
Calls. One or more
Directors may participate in a Board meeting by means of a conference
telephone or internet or other means whereby all participating Directors
can communicate with one another simultaneously. Participation in a
meeting pursuant to this section shall constitute presence for the
purpose of paragraph 3.06.
Section 3.09: Board’s
Reference in any Bylaw to “the Board’s total membership” shall mean the
total number of Directors actually in office at a particular time, not
the number of Directors authorized or permitted by these Bylaws or by
Section 3.10: Conflicts
of Interest. Each
Fully disclose any and all actual and apparent conflicts of
interest (including, without limitation, material financial, family, or
organizational interests) the Director may have in regard to matters
coming before the Board or otherwise materially affecting AAF, Inc.’s
assets or affairs;
Provide such related information as the Board requires to
evaluate the conflict and take pertinent action;
Be disqualified from voting (and participating in discussions, if
so requested by the Board) on any proposed acting or remedy for the
Director’s conflict(s) of interest;
Abide by all laws, Bylaws, rules and decisions pertaining to
conflicts of interest adopted by the Board. However, unless a Director
is disqualified by law, by Bylaw or by Board Resolution, or disqualifies
himself or herself from voting on a particular matter, each Director
attending a meeting is entitled to vote on all matters coming before the
Article IV. Committees
Committees. The Board
of Directors from time to time may establish one or more committees.
Each committee shall have at least three members and shall serve at the
Boards pleasure. The chair of each committee shall be a member of the
Board of Directors.
Article V. Officers
Section 5.01: Titles.
AAF, Inc. officers need not be Directors. They shall be President,
Secretary and Treasurer, and other such officers and assistant officers
as the Board from time to time may authorize or appoint. The same
person may not serve as AAF, Inc.’s President and Secretary at the same
Section 5.02: Duties.
Officers shall have such duties and powers as normally are associated
with their titles, except as the Board may otherwise provide.
Section 5.04: Removal or Suspension.
Any officers may be removed or suspended with or without cause by the
Chairman of the Board.
Article VI. Dissolution
Section 6.01: Dissolution.
Upon AAF, Inc.’s dissolution, the Board, after paying or making
provision for payment of all liabilities, shall dispose of AAF, Inc.’s
assets in such a manner, or to such organizations described in paragraph
501 (c) (3) of the Code of 1986 as amended or as it may be amended, as
the Board determines to be consistent with AAF, Inc.’s purpose and with
applicable provisions of law.
Article VII. Bylaw Amendments
Section 7.01: Amendments to Bylaws.
The Board, by a vote of a majority of its total membership, may amend or
repeal these Bylaws in whole or in part.
Article VIII. Compliance with
Section 8.01: Compliance With Law.
AAF, Inc.’s Directors and Officers are authorized and directed to take
all steps necessary to assure that AAF, Inc. operates and transacts its
affairs in full compliance with all applicable provisions of law.
Article IX. Liability and Indemnification
Section 9.01: Liability.
To the fullest extent permitted by law, no Officer or Director shall be
personally liable to AAF, Inc. or any third party for monetary damages
for breach of fiduciary duty. Nothing herein; however, shall limit the
liability of any Officer or Director to AAF, Inc. for gross negligence
or misconduct, which shall be defined as:
Any act or omission in bad faith, or which constitutes a knowing
violation of the law;
Any transaction from which the Officer or Director derived a
fraudulent or otherwise improper personal or business benefit.
Section 9.02: Indemnification.
AAF, Inc. shall indemnify and/or insure, to the maximum extent allowed
by law, each former and current Director and Officer for expenses and
costs (including reasonable attorney’s fees) actually and necessarily
incurred in the connection with any claim asserted by reason of being or
having been a Director, Officer, Corporate employee, or volunteer,
except in relation to matters involving such person’s actual gross
negligence or misconduct as defined in section 9.01.
Article X. Affiliation with NNAF
Section 10.01: Affiliate Restrictions.
As a voting member (affiliate) of the National Network of Abortion Funds
(NNAF), a District of Columbia nonprofit corporation, AAF, Inc. is bound
by a written affiliation agreement to comply with NNAF’s pertinent dues,
rules and regulations for affiliates, and as an affiliate that enjoys
section 501 (c) (3) tax-exemption under NNAF’s group exemption AAF, Inc.
is further prohibited from modifying Article IX of its Articles of
Incorporation, which renders it subject to pertinent NNAF policies,
rules and regulations, without NNAF’ As a voting member (affiliate) of
the National Network of Abortion Funds (NNAF), a District of Columbia
nonprofit corporation, AAF, Inc. is bound by a written affiliation
agreement to comply with NNAF’s pertinent dues, rules and regulations
for affiliates, and as an affiliate that enjoys section 501 (c) (3)
tax-exemption under NNAF’s group exemption AAF, Inc. is further
prohibited from modifying Article IX of its Articles of Incorporation,
which renders it subject to pertinent NNAF policies, rules and
regulations without NNAF’s consent.
Section 10.02: NNAF Policies.
Nothing in these Bylaws shall be interpreted inconsistently with NNAF’s
applicable policies, rules and regulations, nor shall any amendment of
these Bylaws be so framed or interpreted.
As President and
Chairman of the Board of Directors of Abortion Access Fund, Inc., a
Nebraska Non Profit Corporation, I herby certify that the foregoing
constitutes a complete and accurate copy of its Bylaws, which were
adopted by its Board of Directors on June 15, 2000 and are now in
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