The Rio Sonora Foundation

Environmental Advocacy and Education

Mission Statement and By-laws

Rio Sonora Foundational Documents

The Rio Sonora Foundation Mission Statement

The Rio Sonora Foundation is a nonprofit,(501(c)(3)) non-partisan volunteer organization dedicated to the protection, restoration, and conservation of the Sonora and Bacanuchi Rivers and the health of the supported ecosystems through monitoring, advocacy, educational programs, scholarships and interpretive events

To achieve the mission we will:

  1. Fund and facilitate the independent monitoring and testing of the clean up and restoration of the Bacanuchi and Sonora River drainages in Sonora, Mexico that have been damaged by the August 2014 toxic spill as a result of mining activities in Cananea Sonora, Mexico.

  2. Provide funding and logistical support to organizations that support the communities of the Rio Sonora in advocating that the mine operators follow the laws of Mexico, international standards and industry best practices in the treatment of any materials that can affect the quality of the Rio Sonora and Rio Bacanuchi and allow outside inspectors.

  3. Provide funding and logistical support to local Sonora organizations that are advocating that all impounds, ponds and lagoons at the mine be lined and monitored and have secondary and tertiary containment per Mexican and international standards.

  4. Provide funding and logistical support to local Sonora organizations that demand open and transparent monitoring of water quality, demand open and transparent monitoring of toxic metals and other contaminants in the soils of the river beds and side channels and demand open and transparent follow up monitoring of the health of citizens along the river.

  5. Fund environmental education at the elementary, secondary and university levels through in-school programs, field work and scholarships/fellowships to students in the Rio Sonora region

  6. Form liaisons with other environmental watchdog groups in the US and in Mexico with compatible goals and methods to further our mission and assist them in theirs.

Rio Sonora Foundation By-laws

Bylaws

  • Board of Directors

    • The board of directors will serve without any monetary or other material compensation.

    • Initial board of directors will be a president and a secretary. For the purposes of constituting the organization, this can be the same person until changed by a vote of the members. Additional board positions including officers may be added and filled by vote during normal meetings.

    • A statutory Agent must be appointed under the laws of Arizona. The statutory agent may also serve as a member of the board

    • Term of directors shall be 2 years. The terms of the initial directors will be staggered with a portion of the initial board serving one year and the remaining directors for two years. All subsequent terms will be two years.

    • Resignations may be accepted by vote of the board during scheduled meetings and the resulting vacancy may be filled at that time or in a subsequent meeting.

  • Removal of directors and officers will require a vote of the entire board. The affected director or officer will not vote.

  • Roles and duties of directors and officers

    • Carry out the goals of the mission statement.

    • Approve expenditures

    • Approve grant requests

    • Set fund raising goals

    • Maintain the organization “in good standing” with the Arizona Corporations Commission

    • Maintain tax exempt status through appropriate IRS compliance and reporting

  • Meetings

    • Meetings will be scheduled monthly but are not required. A minimum of two meetings per year must be held and more frequent meetings may be called as needed.

    • Agendas must be published a minimum of 5 days prior to the meeting

    • Attendance at meetings may in person or via phone or video conference

    • Meeting minutes will be prepared and published quickly following the meetings

  • Changes to the Bylaws

    • Changes to the bylaws may be proposed at any time.

    • Proposed changes will be set via e-mail to all voting board members at least one week before the meeting when the vote on the changes will be held

    • The changes may be accepted, rejected or accepted with modifications.

    • The newly accepted bylaws will be published with the minutes of the meeting.

    • The changes will be posted on the foundation web site.

  • Code of Conduct

    • All board members and volunteers are required to read and sign the Code Of Conduct.

    • The Code Of Conduct includes conflicts of interest as defined below

  • Grant Process Requirements

  • All requests must support the stated mission of the organization.

  • All grant requests for disbursements must be in writing.

  • All grant requests must meet grant requirements as established by the board or the designated subcommittee.

  • All requests must follow the defined format as established by the board or designated subcommittee.

  • All requests will be handled in a timely manner.

  • Grant requests must be approved by a vote of the entire board.

  • Other requests for funds (reimbursable for approved expenses, supplies, payments to subcontractors and the like must be submitted on forms established by the board or designated subcommittee and meet IRS requirements. Dollar limits/levels will be established by the board for different levels of approval.

  • Dissolution of the Foundation

  • Should it be necessary to dissolve the foundation, the laws of the state of Arizona shall apply to the process.

  • All monies will be disbursed in furtherance of the stated mission of the Rio Sonora Foundation.

CODE OF ETHICS

Integrity

All directors, officers, employees, and volunteers of The Rio Sonora Foundation shall act with honesty, integrity, and openness in all of their dealings as representatives of The Rio Sonora Foundation.

The Rio Sonora Foundation shall maintain a working environment that values integrity, fairness, and respect, and supports our mission.

The Board of Directors is responsible for setting the mission and the strategic direction of The Rio Sonora Foundation and for exercising oversight of its finances and policies and ensure that Board members possess the requisite skills and experience to carry out their duties and that all directors understand and fulfill their governance duties, acting for the benefit of The Rio Sonora Foundation and its public purpose and ensure:

  • The Rio Sonora Foundation conducts all transactions and dealings with integrity and honesty

  • The Rio Sonora Foundation promotes working relationships with Board members, management team, staff, and volunteers based on mutual respect, fairness, and openness

  • The Rio Sonora Foundation is fair and inclusive in all practices for all Board, management team, staff, and volunteer positions

  • Key policies of The Rio Sonora Foundation are in writing, clearly articulated, and adopted

  • Resources of The Rio Sonora Foundation are responsibly and prudently managed;

Law and Ethics

The Rio Sonora Foundation shall comply with all applicable federal, state, and local laws and regulations and shall seek the advice of counsel when necessary or appropriate. Compliance with the law, however, is the minimum standard of expected behavior.

The Rio Sonora Foundation shall also adhere to the highest ethical standards. All resolutions and other legal actions by the Board of Directors shall satisfy three requirements: (1) they shall fully support the mission statement(2) they shall be legally permissible, (3) they shall also reflect the highest ethical standards as determined by the Board of Directors in the exercise of its sole discretion.

Stewardship

In managing its funds responsibly and prudently, The Rio Sonora Foundation shall:

  • Devote a reasonable percentage of its annual budget to programs in pursuance of its mission;

  • Incur administrative costs adequate to ensure effective accounting and legal compliance systems, internal controls, competent staff, and other expenditures critical to professional management

  • Pay compensation in return for services that is reasonable but not excessive

  • Avoid accumulating foundation funds excessively;

  • Follow spending practices and policies that are fair, reasonable, and appropriate to fulfill the mission.

Fund Raising

The Rio Sonora Foundation shall

  • Comply with the fund-raising requirements of Arizona’s Nonprofit laws and the Federal tax code provisions for 501(c)(3) organizations.

  • Respect the privacy concerns of individual donors and shall follow donor intent in making expenditures.

  • Disclose important and relevant information to potential donors and the public.

  • Inform donors of the mission of The Rio Sonora Foundation and how resources will be used

  • Inform donors of the identity of those serving on The Rio Sonora Foundation’s Board

  • Disclose the foundation’s most recent financial reports

  • Represent that contributions will be used for the purposes for which they were given;

  • Provide appropriate acknowledgment and recognition of contributions and honor requests for anonymity

  • Treat information about donations with respect and with confidentiality to the extent provided by the law;

  • Prohibit selling or other wise providing donor names to third parties.

  • Provide a mailing list opt out function.

  • Encourage donors to ask questions when making a donation, and provide prompt, truthful, and forthright answers.

Transparency

The Rio Sonora Foundation shall provide comprehensive and timely information to the public, the media, and all stakeholders and shall be responsive in a timely manner to reasonable requests for information. All information about The Rio Sonora Foundation shall fully and honestly reflect the policies and practices of The Rio Sonora Foundation.

All solicitation materials shall accurately represent The Rio Sonora Foundation’s policies and practices. All financial and program reports shall be complete and accurate in all material aspects and in compliance with applicable laws.

The following governance documents shall be posted

on The Rio Sonora Foundation’s website:

Articles of Incorporation, Bylaws, Conflict of Interest Policy, Code of Ethics, along with audited financial statements and Form 990 for the most recent three years.

The website shall include a contact page to communicate with the foundation. The contact page will allow for email to be sent, provide telephone numbers and mailing addresses.

Confidentiality

All directors, officers, employees and volunteers have a duty to safeguard information that is proprietary to The Rio Sonora Foundation. Information about The Rio Sonora Foundation that is confidential or proprietary and obtained by a director, officer,employee or volunteer as a consequence of such person’s association with The Rio Sonora Foundation may not be disclosed to third parties unless expressly authorized by The Rio Sonora Foundation.

Complaints

Any person, whether or not connected with The Rio Sonora Foundation, may lodge a complaint of unethical conduct against a director, officer, employee, or volunteer of The Rio Sonora Foundation by filing such complaint, written or oral, with any director or officer.

FINANCIAL REPORTING AND LEGAL COMPLIANCE

  • Annual reporting to both the IRS and the State of Arizona are required by law to maintain the non-profit status of the Foundation.

  • Responsibility for reporting will rest with the president or with the person appointed by the president until such time as the position of Finance Officer is created.

MAINTENANCE OF FOUNDATION RECORDS

All records, written and electronic must be maintained for audit and accountability purposes as required by law.

Conflict of Interest Policy

Purpose

The purpose of the conflict of interest policy is to protect The Rio Sonora Foundation’s interest when it is contemplating entering into a transaction or arrangement that might benefit the private interest of an officer or director of the Foundation 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.

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.

  1. Financial Interest

A person has a financial interest if the person has, directly or indirectly, through business, investment, or family:

  • An ownership or investment interest in any entity with which the Foundation has a transaction or arrangement,

  • A compensation arrangement with the Foundation or with any entity or individual with which the Foundation has a transaction or arrangement, or

  • A potential ownership or investment interest in, or compensation arrangement with, any entity or individual with which the Foundation 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 Article III, Section 2, 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.

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.

  1. 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, s/he 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.

  1. Procedures for Addressing the Conflict of Interest

    1. An interested person may make a presentation at the governing board or committee meeting, but after the presentation, s/he shall leave the meeting during the discussion of, and the vote on, the transaction or arrangement involving the possible conflict of interest.

    2. 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.

    3. After exercising due diligence, the governing board or committee shall determine whether the Foundation 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.

    4. 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 Foundation’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.

  1. Violations of the Conflicts of Interest Policy

    1. 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.

    2. 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.

Records of Proceedings

The minutes of the governing board and all committees with board delegated powers in addition to the record of normal conduct of the meeting shall contain:

  • 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.

  • 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.

Compensation

  • The board of directors will serve without any monetary or other material compensation.

  • There may be a time when other support positions, clerical, technical, financial, etc. require paid positions. Compensation for these positions shall be at usual and customary level for the skills required. Levels of compensation for these positions will be determined by the Board.

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 Foundation 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.

Periodic Reviews

To ensure the Foundation 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 Foundation’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.

Use of Outside Experts

When conducting the periodic reviews described above, the Foundation may, but need not, use outside advisers. If outside experts are used, their use shall not relieve the governing board of its responsibility for ensuring periodic reviews are conducted.

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