ARTICLE I - NAME AND OFFICE
The Plateau Action Network (PAN) is the corporation governed by this document.
PAN's principle office shall be 104 D Maple Avenue, Fayetteville, WV 25840, Fayette County, West Virginia.
PAN's fiscal year shall be January 1 through December 31.

ARTICLE II - PURPOSES
PAN is organized exclusively for charitable, educational, and scientific purposes, including for such purposes, the making of distributions to organizations that qualify as exempt organizations under section 501(c)(3) of the Internal Revenue Code, or corresponding section of any future Federal tax code.

ARTICLE III - MISSION
The Plateau Action Network is a non-profit citizen's coalition devoted to responsible economic development and sustainable environmental management.

ARTICLE IV - MEMBERS
§1. DETERMINATION AND RIGHTS OF MEMBERS
PAN shall have only one class of members. No member shall hold more than one membership in PAN. Except as expressly provided in or authorized by PAN's Articles of Incorporation, By-laws, or provisions of law, all memberships shall have the same rights, privileges, restrictions, and conditions.

§ 2. QUALIFICATION AND ADMISSION
There shall be no qualification for membership in PAN. Applicants shall be admitted to membership upon payment of dues as specified in these by-laws. There is no limit on the number of members PAN may admit.

§ 3. FEES AND DUES
PAN's fees and dues shall be set by vote at each Annual Meeting. Changes, if any, are to take effect in the next fiscal year following such change.

§ 4. MEMBERSHIP BOOK
PAN shall keep a membership book containing the name and address of each member. Such book shall be kept at PAN's principal office.
Termination of the membership of any members shall be recorded in the book, together with the date of the termination.

§ 5. TERMINATION OF MEMBERSHIP
A member's membership shall terminate upon the occurrence of any of the following:
1. Upon his or her notice of such termination delivered to the PAN Chair or other designated office personally or by mail, such membership to terminate upon the date of delivery of the notice.
2. If PAN has provided for the payment of dues by members; upon a failure to renew his or her membership by paying dues on or before the due date, such termination to be effective thirty (30) days after a written notification of membership renewal notification is given personally or mailed to such member by the PAN Secretary. A member may avoid such termination by paying the amount of delinquent dues within a thirty (30) day period following the member's receipt of the written membership renewal notification.
3. After providing the member with reasonable written notice and an opportunity to be heard either orally or in writing, upon a determination by the Board that the member has engaged in conduct materially and seriously prejudicial to PAN's interests or purposes.
a. Any person expelled from PAN shall receive a refund of dues paid, if any, pro-rated for the current dues period.
b. All rights of a PAN member shall cease on termination of membership as herein provided.

ARTICLE V - MEETINGS OF MEMBERS
§ 1. PLACE OF MEETINGS
Meetings of the membership shall be held at a place designated by the Board of Directors.

§ 2. ANNUAL MEETING
A regular annual meeting of the membership shall be held in February of each year, at a place and date designated by the Board of Directors, for the purpose of electing directors and transacting other business as may come before the meeting.

§ 3. REGULAR MEETINGS
A regular meeting of members shall be held, in conjunction with the board meeting, on the first Tuesday of each month at 6:00 p.m. If such day falls on a legal holiday, in which event the regular meeting shall be held at the same hour and place on following Tuesday, or at another reasonable time determined by the board. These meetings are for the purpose of transacting such business as may come before the meeting.

§ 4. SPECIAL MEETINGS
The Chair or other persons designated by the Board may call special meetings of the membership.

§ 5. NOTICE OF MEETINGS
Notice of all meetings shall be delivered via email and local newspaper one week prior to the meeting, indicating time, and place. The notice of the Annual meeting shall also contain the report of the Nominating Committee.
The notice of any meeting of members at which by-law changes will be voted on shall contain the text of any such proposed changes.

§ 6. QUORUM
A membership quorum shall consist of 10% of the voting members of the Network.

§ 7. VOTING
Each member is entitled to one vote on each matter submitted to a vote by the members. Voting at duly held meetings may be by voice vote. Election of Directors, however, shall be by written ballot. Proxy votes are not allowed.

§ 8. CONDUCT OF MEETINGS
Meetings of members shall be presided over by the Chair or another Board Member as provided for in these by-laws.
In the absence of all Board members, a Chair shall be chosen by a majority of the voting members present at the meeting. Said Chair shall appoint someone to act as Secretary of the meeting.
Meetings shall be conducted with all members present extending mutual respect to all other members present or not.
The Chair will oversee the overall progress of the meeting and has the sole power at his or her discretion to recognize members for speaking to a topic and to curtail or stop any speaker if their content or conduct is non-respectful or non productive.
Director's decisions by the will be by modified consensus measured by the fist and five method:
1. An issue or idea is presented to the board by board member, member, or other interested party. This may be in the form of an idea, motion, or formal proposal.
2. The topic will be placed in discussion, facilitated, as required by the Chair. The concept and its fit to PAN's mission along with the pros and cons will be considered. Based on the discussion the improved or modified idea will be restated
3. If general agreement seems to be emerging the chair will call for a show of hands. The voting members (board) will indicate there stand by holding up
a. A fist - showing they are totally opposed.
b. One finger - showing they have serious reservations.
c. Two fingers - showing they can accept, but have some reservations.
d. Three fingers - showing they are neutral.
e. Four fingers - showing they support.
f. Five fingers - showing they totally support.
4. If anyone dissents or there are sufficient reservations, discussion is resumed to see if:
a. The issue can be further modified to make it acceptable to everyone.
b. Tabled for later discussion.
If the board is unable to come to a consensus and the issue requires the board's attention, the Chair may call for a majority vote as a last resort (the chair will abstain from voting expect in the case of a tie). Such rules may be revised from time to time, insofar as such rules remain consistent with and are not in conflict with the Articles of Incorporation, these by-laws, or provisions of law.

ARTICLE VI - DIRECTORS
§ 1. NUMBER
PAN shall have five (5) to nine (9) Directors and collectively they shall be known as the Board of Directors.

§ 2. QUALIFICATIONS
Directors shall be of the age of 18 or older. Other qualifications for PAN's directors shall be as: They clearly demonstrate interest in PAN and its activities and will preferably have been a PAN member for at least one year.

§ 3. ELECTION OF DIRECTORS
Directors shall be elected at the Annual Meeting. The Chair will appoint a Nominating Committee consisting of two (2) Members and one (1) current Director to find qualified and willing candidates and report to the members with the notice of the Annual Meeting.
Following the Nominating Committee's report at the Annual Meeting, the Chair will call for additional Nominations from the floor.

§ 4. POWERS
Subject to the provisions of the laws of West Virginia state, any limitations in the Articles of Incorporation and these By-laws relating to action required or permitted to be taken or approved by the members, if any, of PAN, the activities and affairs of PAN shall be conducted and all corporate powers shall be exercised by or under the direction of the Board of Directors.

§5. DUTIES
It shall be the duty of the directors to:
* Perform any and all duties imposed on them collectively or individually by law, the Articles of Incorporation, or these By-laws.
* Appoint and remove, employ and discharge, and, except as otherwise provided in these By-laws, prescribe the duties and fix the compensation, if any, of all PAN officers, agents and employees.
* Supervise all PAN officers, agents and employees to ensure that their duties are performed properly.
* Meet at such times and places as required by these By-laws.
* Register their preferred contact information with the PAN Secretary and notices of meetings sent to them at such addresses shall be valid notices thereof.

§ 6. TERM OF OFFICE
Table 1: Director Election Cycle
Odd Years
Even Years
1. Chair
5. Vice Chair
2. Treasurer
6. Secretary
3. Board Member
7. Board Member
4. Board Member
8. Board Member
9. Board Member
Directors shall hold office for a period of two years with no limit to the number of consecutive terms served.
Directors will be elected in even and odd years as shown in Table 1.
Term years shall begin following the Annual Meeting at which they are elected.

§ 7. COMPENSATION
Directors will serve without compensation except a reasonable fee may be paid to Directors to reimburse expenses incurred in the activities of the Association, provided a consensus to that end is passed by a majority of the Board.

§ 8. REGULAR MEETINGS
Regular meetings of Directors shall be held on the first Tuesday of the month at 6:00 p.m. If such day falls on a legal holiday the regular meeting shall be held at the same hour and place on following Tuesday, or at another reasonable time determined by the board.
Meetings shall be governed by modified consensus (see Article 5, Section 8), as such rules may be revised from time to time, insofar as such rules are consistent with or not in conflict with the Articles of Incorporation, these By-laws, or with provisions of law.

§ 9. QUORUM
A simple majority of the Directors shall constitute a quorum. Proxy votes shall be allowed, if provided in writing, signed and confirmed by the Director voting by proxy.

§ 10. VACANCIES
Vacancies on the Board of Directors shall exist (1) on the death, resignation, or removal of any director, and (2) whenever the number of authorized directors is increased.
Any director may resign effective upon giving written notice to the Chair of the Board, the Secretary, or the Board of Directors, unless the notice specifies a later time for the effectiveness of such resignation.
No director may resign if PAN would then be left without a duly elected director or directors in charge of its affairs, except upon notice to the Office of the Attorney General or other appropriate agency of this state.
Directors may be removed from office, with or without cause, or described in Article VII, Section 4 or as otherwise in accordance with the laws of this state.
Unless otherwise prohibited by the Articles of Incorporation, these By-laws, or provisions of law, vacancies on the board may be filled by approval of the board of directors.
If the number of directors then in office is less than a quorum, a vacancy on the board may be filled by approval of a majority of the directors then in office or by a sole remaining director. A person elected to fill a vacancy on the board shall hold office until the next election of the Board of Directors or until his or her death, resignation, or removal from office.

§ 11. NONLIABILITY OF DIRECTORS
The directors shall not be personally liable for the debts, liabilities, or other obligations of PAN.

§ 12. INDEMNIFICATION BY NETWORK OF DIRECTORS AND OFFICERS
PAN shall indemnify its directors and officers to the fullest extent permissible under the laws of this state.

§ 13. INSURANCE FOR CORPORATE AGENTS
Except as may be otherwise provided under provisions of law, the Board of Directors may adopt a resolution authorizing the purchase and maintenance of insurance on behalf of any agent of PAN (including a director, officer, employee or other agent) against liabilities asserted against or incurred by the agent in such capacity or arising out of the agent's status as such, whether or not PAN would have the power to indemnify the agent against such liability under the Articles of Incorporation, these By-laws, or provisions of law.

ARTICLE VII - OFFICERS
§1. DESIGNATION OF OFFICERS
The PAN Board of Directors must designate individuals to the following Offices: Chair, Vice Chair,  Secretary, and Treasurer (as required below).

§ 2. QUALIFICATIONS
Officers must be members of the Board at the time they are elected. The Chair must have been a Board member for at least one (1) year prior to election, in so far is possible.

§ 3. ELECTION AND TERM OF OFFICE
Officers shall be elected by the Board of Directors, at any time, and each officer shall hold office until he or she resigns or is removed or is otherwise disqualified to serve, or until his or her successor shall be elected and qualified, whichever occurs first.

§ 4. REMOVAL AND RESIGNATION
Any officer may be removed, at any time with or without cause, after an opportunity to be heard orally or in writing and a vote by the members.
Any officer may resign at any time by giving written notice to the PAN Board of Directors or to the Chair or Secretary. 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. The above provisions of this Section shall be superseded by any conflicting terms of a contract which has been approved or ratified by the Board of Directors relating to the employment of any officer of PAN.

§ 5. VACANCIES
Any vacancy caused by the death, resignation, removal, disqualification, or otherwise, of any officer shall be filled by the Board of Directors. In the event of a vacancy in any office other than that of Chair, such vacancy may be filled temporarily by appointment by the Chair until such time as the Board shall fill the vacancy. Vacancies occurring in offices of officers appointed at the discretion of the board may or may not be filled as the board shall determine.

§ 6. DUTIES OF CHAIR
The Chair shall be the chief executive officer of PAN and shall, subject to the control of the Board of Directors, supervise and control PAN's affairs and the activities of the officers. He or she shall perform all duties incident to this office and such other duties as may be required by law, the Articles of Incorporation, these By-laws, or which may be prescribed from time to time by the Board of Directors.
Unless another person is specifically appointed by the Chair of the Board of Directors, the Chair shall preside at all meetings of the Board of Directors and, if PAN has members, at all meetings of the members.
Except as otherwise expressly provided by law, the Articles of Incorporation, or these By-laws, he or she shall, in the name of PAN, execute such deeds, mortgages, bonds, contracts, checks, or other instruments which may from time to time be authorized by the Board of Directors.

§ 7. DUTIES OF VICE CHAIR
In the absence of the Chair, or in the event of his or her inability or refusal to act, the board will select acting Vice Chair by consensus. The Vice Chair shall perform all the duties of the Chair, and when so acting shall have all the powers of, and be subject to all the restrictions on, the Chair. The Vice Chair shall have other powers and perform such other duties as may be prescribed by law, the Articles of Incorporation, or these By-laws, or as may be prescribed by the Board of Directors.

§ 8. DUTIES OF SECRETARY
The Secretary shall:
* Certify and keep at PAN's principal office the original or a copy, of these By-laws as amended or otherwise altered to date.
* Keep at PAN's principal office or at such other place as the board may determine, a book of minutes of all meetings of the directors, and if applicable, meetings of committees of directors and of members, recording therein the time and place of holding, whether regular or special, how called, how notice thereof was given, the names of those present or represented at the meeting, and the proceedings thereof.
* See that all notices are duly given in accordance with the provisions of these By-laws or as required by law.
* Keep at PAN's principal office a membership book containing the name and address of each and any members, and in the case where any membership has been terminated, he or she shall record such fact in the membership book together with the date on which such membership ceased.
* Exhibit at all reasonable times to any PAN director, or to his or her agent or attorney, on request therefore, the By-laws, the membership book, and the minutes of the proceedings of the PAN directors.
* In general, perform all duties incident to the office of Secretary and such other duties as may be required by law, the Articles of Incorporation, these By-laws, or which may be assigned to him or her from time to time by the Board of Directors.

§ 9. DUTIES OF TREASURER
The Treasurer shall:
* Have charge and custody of, and be responsible for, all funds and securities of the Network, and deposit all such funds in the name of the Network in such banks, trust companies, or other depositories as shall be selected by the Board of Directors.
* Receive, and give receipt for, moneys due and payable to the Network from any source whatsoever.
* Disburse, or cause to be disbursed, the funds of the Network as may be directed by the Board of Directors, taking proper vouchers for such disbursements.
* Act as Chair of Financial Committee and be responsible for overseeing the creation and maintenance of the Network's annual budget that is to be provided to the board on a quarterly basis.
* Keep and maintain adequate and correct accounts of the Network's properties and business transactions, including the Network's annual budget, accounts of its assets, liabilities, receipts, disbursements, gains and losses.
* Exhibit at all reasonable times the books of account and financial records to any director of the Network, or to his or her agent or attorney, on request therefore.
* Render to the Chair and directors, whenever requested, an account of any or all of his or her transactions as Treasurer and of the financial condition of the Network.
* Prepare, or cause to be prepared, and certify, or cause to be certified, the financial statements to be included in any required reports.
* In general, perform all duties incident to the office of Treasurer and such other duties as may be required by law, by PAN's Articles of Incorporation, or these By-laws, or which may be assigned to him or her from time to time by the Board of Directors.

§ 10. COMPENSATION
The salaries of the officers, if any, shall be fixed from time to time by resolution of the Board of Directors and ratified by a vote of the membership. In all cases, any salaries received by officers of PAN shall be reasonable and given in return for services actually rendered to or for PAN.

ARTICLE VIII - COMMITTEES
§ 1. CREATION
PAN shall have such other committees as may from time to time be designated by resolution of the Board of Directors. These committees may consist of persons who are not also members of the board and shall act in an advisory capacity to the board.

§ 2. MEETINGS AND ACTION OF COMMITTEES
The Board of Directors may adopt rules and regulations pertaining to the conduct of meetings of committees to the extent that such rules and regulations are consistent with the provisions of these By-laws.

ARTICLE IX - EXECUTION OF INSTRUMENTS, DEPOSITS AND FUNDS
§ 1. EXECUTION OF INSTRUMENTS
The Board of Directors, except as otherwise provided in these By-laws, may by resolution authorize any officer or agent of PAN to enter into any contract or execute and deliver any instrument in the name of and on behalf of PAN, and such authority may be general or confined to specific instances. Unless so authorized, no officer, agent, or employee shall have any power or authority to bind PAN by any contract or engagement or to pledge its credit or to render it liable monetarily for any purpose or in any amount.

§ 2. CHECKS AND NOTES
Except as otherwise specifically determined by resolution of the Board of Directors, or as otherwise required by law, checks, drafts, promissory notes, orders for the payment of money, and other evidence of indebtedness of PAN shall be signed by the PAN Treasurer.

§ 3. DEPOSITS
All PAN funds shall be deposited from time to time to PAN's credit in such banks, trust companies, or other depositories as the Board of Directors may select.

§ 4. GIFTS
The Board of Directors may accept on behalf of PAN any contribution, gift, bequest, or devise for the nonprofit purposes of PAN.

ARTICLE X - CORPORATE RECORDS, REPORTS AND SEAL

§ 1. MAINTENANCE OF CORPORATE RECORDS
The PAN shall keep at its principal office (at minimum digital) copies of:
1. Minutes of all meetings of directors, committees of the board and, if this Network has members, of all meetings of members, indicating the time and place of holding such meetings, whether regular or special, how called, the notice given, and the names of those present and the proceedings thereof;
2. Adequate and correct books and records of account, including accounts of its properties and business transactions and accounts of its assets, liabilities, receipts, disbursements, gains and losses;
3. A record of its members, if any, indicating their names and addresses and, if applicable, the class of membership held by each member and the termination date of any membership;
4. A copy of the Network's Articles of Incorporation and By-laws as amended to date, which shall be open to inspection by the members, if any, of the Network at all reasonable times during office hours.

§ 2. DIRECTORS' INSPECTION RIGHTS
Every director shall have the absolute right at any reasonable time to inspect and copy all books, records and documents of every kind and to inspect the physical properties of PAN may be required under the Articles of Incorporation, other provisions of these By-laws, and provisions of law.

§ 3. MEMBERS' INSPECTION RIGHTS1
Any member shall have the following inspection rights, for a purpose reasonably related to such person's interest as a member:
1. To inspect the record of all members' names, at reasonable times, upon written request to the PAN Secretary, which request shall state the purpose for which the inspection rights are requested.
2. To inspect at any reasonable time the books, records, or minutes of proceedings of the members or of the board or committees of the board, upon written request to the PAN Secretary by the member, for a purpose reasonably related to such person's interests as a member.
3. Members shall have such other rights to inspect the books, records and properties of PAN as may be required under the Articles of Incorporation, other provisions of these By-laws, and provisions of law.

§ 4. RIGHT TO COPY AND MAKE EXTRACTS
Any inspection under the provisions of this Article may be made in person, agent, or attorney and the right to inspection shall include the right to copy and make extracts.

§ 5. PERIODIC REPORT
The board shall cause any annual or periodic report required under law to be prepared and delivered to an office of this state or to the members, if any, of PAN, to be so prepared and delivered within the time limits set by law.

ARTICLE XI - IRS 501(C)(3) TAX EXEMPTION PROVISIONS
§ 1. LIMITATIONS ON ACTIVITIES
No substantial part of the activities of PAN shall be the carrying on of propaganda, or otherwise attempting to influence legislation [except as otherwise provided by Section 501(h) of the Internal Revenue Code], and PAN shall not participate in, or intervene in (including the publishing or distribution of statements), any political campaign on behalf of, or in opposition to, any candidate for public office. Notwithstanding any other provisions of these By-laws, PAN shall not carry on any activities not permitted to be carried on by a organization (a) exempt from federal income tax under Section 501(c)(3) of the Internal Revenue Code, or (b) contributions to which are deductible under Section 170(c)(2) of the Internal Revenue Code.

§ 2. PROHIBITION AGAINST PRIVATE INUREMENT
No part of the net earnings of PAN shall inure to the benefit of, or be distributable to, its members, directors or trustees, officers, or other private persons, except that PAN shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes of PAN.

§ 3. DISTRIBUTION OF ASSETS
Upon the dissolution of PAN, its assets remaining after payment, or provision for payment, of all debts and liabilities of PAN shall be distributed for one or more exempt purposes within the meaning of Section 510(c)(3) of the Internal Revenue Code or shall be distributed to the federal government, or a state or local government, for a public purpose. Such distribution shall be made in accordance with all applicable provisions of the laws of West Virginia.

ARTICLE XII - AMENDMENT OF BY-LAWS
Except as may otherwise be specified under provisions of law, these By-laws, may be altered, amended, or repealed and new By-laws adopted by approval of a modified consensus of Members at any regular meeting or by ballot delivered to all members. These ballots will contain the complete text of the proposed changes and a deadline allowing time for discussion and delivery, at least thirty (30) days, for closing the voting. Ballots will be opened, counted and the count certified at the next regular meeting of the Board of Directors. Changes will take effect immediately upon certification by the Board of Directors.

ARTICLE XIII - CONSTRUCTION AND TERMS
If there is any conflict between the provisions of PAN's By-laws and Articles of Incorporation, the provisions of the Articles of Incorporation shall govern. Should any of the provisions or portions of these By-laws be held unenforceable or invalid for any reason, the remaining provisions and portions of these By-laws shall be unaffected by such holding. All references in these By-laws to the Articles of Incorporation shall be to the Articles of Incorporation, Articles of Organization, Certificate of Incorporation, Organizational Charter, Corporate Charter, or other founding document PAN filed with an office of this state and used to establish the legal existence of PAN. All references in these By-laws to a section or sections of the Internal Revenue Code shall be to such sections of the Internal Revenue Code of 1986 as amended from time to time, or to corresponding provisions of any future federal tax code.

ADOPTION OF BY-LAWS
We, the undersigned, are all currently directors of PAN, and we consent to, and hereby adopt the foregoing revised By-laws, as the amended By-laws of PAN.
Dated: __________

Chair,


At Large,

Vice Chair,


At Large,

Treasurer,


At Large,

Secretary,


At Large,

At Large,


At Large,


1 Inspection rights are limited to activities that do not violate the privacy of Pan members.
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    By-laws of the Plateau Action Network, Inc    
Originally adopted: January 1998    Revised: November 2008


Plateau Action Network By-Laws    1 of 12