ARTICLE I   NAME
   The name of the organization is;  Non-Profit Consumerocracy Limited.

   ARTICLE II   DURATION
    My Green Project #36 Ten Year mission to “Save The Prii” will;  Help Hybrid Vehicle Owners to Save Over $15 Billion in transportation costs, produce over 80 Thousand+ USA jobs at $15+ per hour, reduce production of over One Billion Tons of CO2, and promote to provide solar charged electric vehicles for our local community transportation needs in perpetuity.

   ARTICLE III   PURPOSE
   Non-Profit Consumerocracy Limited is a non-profit corporation and shall operate exclusively for charitable purposes accordance with the Vermont Statutes Title 11B as amended and within the meaning of Section 501 (c)(3) of the Internal Revenue Code, or the corresponding section of any future Federal tax code.
    Our Mission is to discover, create, and promote public service platforms to help Mitigate Global Warming.

   ARTICLE IV   NON-PROFIT NATURE
1- DISTRIBUTIONS
    Non-Profit Consumerocracy Limited is organized exclusively for charitable and educational 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. No part of the net earnings of Non-Profit Consumerocracy Limited shall inure to the benefit of, or be distributable to its members, trustees, officers, or other private persons, except that the corporation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth in the purpose clause hereof.

2-CONTRIBUTIONS
   Notwithstanding any other provision of this document, the corporation shall not carry on any other activities not permitted to be carried on (a) by any organization exempt from federal income tax under section 501 (c) (3) of the Internal Revenue Code, corresponding section of any future federal tax code, or (b) by an organization, contributions to which are deductible under section 170 (c) (2) of the Internal Revenue Code, or corresponding section of any future federal tax code.

3-COMPENSATON
    Non-Profit Consumerocracy Limited is not organized and shall not be operated for the private gain of any person. The property of the corporation is irrevocably dedicated to its educational and charitable purposes. No part of the assets, receipts, or net earnings of the corporation shall inure to the benefit of, or be distributed to any individual. The corporation may, however, pay reasonable compensation for services rendered, and make other payments and distributions consistent with these Articles.
                                             
4-PERSONAL LIABILITY
   No officer or director of this corporation shall be personally liable for the debts or obligations of Non-Profit Consumerocracy Limited of any nature whatsoever, nor shall any of the property or assets of the officers or directors be subject to the payment of the debts or obligations of this corporation.

5-DISSOLUTION
  Upon termination or dissolution of the Non-Profit Consumerocracy Limited, any assets lawfully available for distribution shall be distributed to one (1) or more qualifying organizations described in Section 501(c)(3) of the Internal Revenue Code of 1986 (or described in any corresponding provision of any successor statute) which organization or organizations have a charitable purpose which, at least generally, includes a purpose similar to the terminating or dissolving corporation.
   The organization to receive the assets of the Non-Profit Consumerocracy Limited hereunder shall be selected by the discretion of a majority of the managing body of the Non-Profit Consumerocracy Limited and if its members cannot so agree, then the recipient organization shall be selected pursuant to a verified petition in equity filed in a court of proper jurisdiction against the Non-Profit Consumerocracy Limited by one (1) or more of its managing body which verified petition shall contain such statements as reasonably indicate the applicability of this section. The court upon a finding that this section is applicable shall select the qualifying organization or organizations to receive the assets to be distributed, giving preference if practicable to organizations located within the State of Vermont.

   In the event that the court shall find that this section is applicable but that there is no qualifying organization known to it which has a charitable purpose, which, at least generally, includes a purpose similar to this corporation, then the court shall direct the distribution of its assets lawfully available for distribution to the Treasurer of the State of Vermont to be added to the general fund.

6-PROHIBITED DISTRIBUTIONS
   No part of the net earnings or properties of this corporation, on dissolution or otherwise, shall inure to the benefit of, or be distribute to, its members, directors, officers or other private person or individual, except that the corporation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth in Article III, Section 3.01.

7-RESTRICTED ACTIVITIES
   No substantial part of the corporation’s activities shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the corporation shall not participate in, or intervene (including the publishing or distribution of statements) in any political campaign on behalf of or in opposition to any candidate for public office.

8-PROHIBITED ACTIVITIES
   Notwithstanding any other provision of these Articles, the corporation shall not carry on any activities not permitted to be carried on (I) by a corporation exempt from federal income tax as an organization described by Section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code, or (II) by a corporation, contributions to which are deductible under Section 170(c)(2) of the Internal Revenue Code, or the corresponding section of any future federal tax code.

   ARTICLE V    BOARD OF DIRECTORS

1-GOVERNANCE
Non-Profit Consumerocracy Limited shall be governed by its board of directors.

2-INITAL DIRECTORS
Robert E. Pierce Jr. as President of Non-Profit Consumerocracy Limited,
 And
Attorney William B. Davies  as Secretary and Treasurer of Non-Profit Consumerocracy Limited

   ARTICLE VI    MEMBERSHIP
Non-Profit Consumerocracy Limited, shall have members.  The management of the affairs of the corporation shall be vested in a board of directors, as defined in the corporation’s bylaws. 

<><><><><><><>

Acknowledgment of CONSENT
to APPOINTMENT as REGISTERED AGENT

   I William B. Davies, agree to be the registered agent of ‘Non-Profit Consumerocracy Limited’ as appointed herein.

By: X___________________________  Attorney William B. Davies Date ________

  << END > >  Page 4    ARTICLES OF INCORPORATION

Page 5                              BYLAWS

Non-Profit Consumerocracy Limited (N.P.C.L.)  
Vermont 501c3 #0432763    Federal #EIN 93-2190968       
ARTICLES OF INCORPORATION - BYLAWS

                                   ARTICLE I     NAME

 The name of the organization is;  Non-Profit Consumerocracy Limited. 

                                  ARTICLE II    

1- PURPOSES AND POWERS
  Non-Profit Consumerocracy Limited is a non-profit corporation and shall be operated exclusively for educational and charitable purposes within the meaning of Section 501 (c)(3) of the Internal Revenue Code of 1986, or the corresponding section of any future Federal tax code.
 
2- MISSION
    Our mission is to discover, create, and promote public service platforms to help Mitigate Global Warming.     My Green Project #36 Ten Year mission to “Save The Prii” will;  Help Hybrid Vehicle Owners to Save Over $15 Billion in transportation costs, produce over 80 Thousand+ USA jobs at $15+ per hour, reduce production of over One Billion Tons of CO2, and promote to provide solar charged electric vehicles for our local community transportation needs.

3- POWERS   
  The corporation shall have the power, directly or indirectly, alone or in conjunction or cooperation with others, to do any and all lawful acts which may be necessary or convenient to affect the charitable purposes, for which the corporation is organized, and to aid or assist other organizations or persons whose activities further accomplish, foster, or attain such purposes.    
  The powers of the corporation may include, but not be limited to, the acceptance of contributions from the public and private sectors, whether financial or in-kind contributions.

4- NONPROFIT STATUS and Exempt Activities Limitation
   (a) Nonprofit Legal Status.  Non-Profit Consumerocracy Limited is a Vermont non-profit public benefit corporation, recognized as tax exempt under Section 501(c)(3) of the United States Internal Revenue Code.

 (b) Exempt Activities Limitation.  Notwithstanding any other provision of these Bylaws, no director, officer, employee, member, or representative of this corporation shall take any action or carry on any activity by or on behalf of the corporation not permitted to be taken or carried on by an organization exempt under Section 501(c)(3) of the Internal Revenue Code as it now exists or may be amended, or by any organization contributions to which are deductible under Section 170(c)(2) of such Code and Regulations as it now exists or may be amended.
    No part of the net earnings of the corporation shall inure to the benefit or be distributable to any director, officer, member, or other private person, except that the corporation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth in the Articles of Incorporation and these Bylaws.
   (c) Distribution Upon Dissolution.  Upon termination or dissolution of the Non-Profit Consumerocracy Limited any assets lawfully available for distribution shall be distributed to one  (1) or more qualifying organizations described in Section 501(c)(3) of the 1986 Internal Revenue Code (or described in any corresponding provision of any successor statute) which organization or organizations have a charitable purpose which, at least generally, includes a purpose similar to the terminating or dissolving corporation.
   The organization to receive the assets of the Non-Profit Consumerocracy Limited hereunder shall be selected in the discretion of a majority of the managing body of the corporation, and if its members cannot so agree, then the recipient organization shall be selected pursuant to a verified petition in equity filed in a court of proper jurisdiction against the Non-Profit Consumerocracy Limited , by one (1) or more of its managing body which verified petition shall contain such statements as reasonably indicate the applicability of this section.
   The court upon a finding that this section is applicable shall select the qualifying organization or organizations to receive the assets to be distributed, giving preference if practicable to organizations located within the State of Vermont.
   In the event that the court shall find that this section is applicable but that there is no qualifying organization known to it which has a charitable purpose, which, at least generally, includes a purpose similar to the Non-Profit Consumerocracy Limited, then the court shall direct the distribution of its assets lawfully available for distribution to the Treasurer of the State of Vermont to be added to the general fund

                                  ARTICLE III     MEMBERSHIP

1-  No Membership Classes
   The corporation shall have no members who have any right to vote or title or interest in or to the corporation, its properties and franchises.

2-  Non-Voting Affiliates
   The board of directors may approve classes of non-voting affiliates with rights, privileges, and obligations established by the board.  
  Affiliates may be individuals, businesses, and other organizations that seek to support the mission of the corporation.  
     The board, a designated committee of the board, or any duly elected officer in accordance with board policy, shall have authority to admit any individual or organization as an affiliate, to recognize representatives of affiliates, and to make determinations as to affiliates’ rights, privileges, and obligations.   
     At no time shall affiliate information be shared with or sold to other organizations or groups without the affiliate’s consent.
     At the discretion of the board of directors, affiliates may be given endorsement, recognition and media coverage at fundraising activities, clinics, other events or at the corporation website.   Affiliates have no voting rights, and are not members of the corporation.
 
Dues   Any dues for affiliates shall be determined by the board of directors.

  All checks, drafts, or other orders for payment of money, notes, or other evidence of indebtedness issued in the name of the corporation, shall be signed by such officer or officers, agent or agents, of the corporation and in such manner as shall from time to time be determined by resolution of the board.

Deposits
  All funds of the corporation not otherwise employed shall be deposited from time to time to the credit of the corporation in such banks, trust companies, or other depository as the board or a designated committee of the board may select.

Loans
   No loans shall be contracted on behalf of the corporation and no evidence of indebtedness shall be issued in its name unless authorized by resolution of the board. Such authority may be general or confined to specific instances.

Indemnification
   (a) Mandatory Indemnification.  The corporation shall indemnify a director or former director, who was wholly successful, on the merits or otherwise, in the defense of any proceeding to which he or she was a party because he or she is or was a director of the corporation against reasonable expenses incurred by him or her in connection with the proceedings.

   (b) Permissible Indemnification.  The corporation shall indemnify a director or former director made a party to a proceeding because he or she is or was a director of the corporation, against liability incurred in the proceeding, if the determination to indemnify him or her has been made in the manner prescribed by the law and payment has been authorized in the manner prescribed by law.

   (c) Advance for Expenses.  Expenses incurred in defending a civil or criminal action, suit or proceeding may be paid by the corporation in advance of the final disposition of such action, suit or proceeding, as authorized by the board of directors in the specific case, upon receipt of (I) a written affirmation from the director, officer, employee or agent of his or her good faith belief that he or she is entitled to indemnification as authorized in this article, and (II) an undertaking by or on behalf of the director, officer, employee or agent to repay such amount, unless it shall ultimately be determined that he or she is entitled to be indemnified by the corporation in these Bylaws.

  (d) Indemnification of Officers, Agents and Employees.  An officer of the corporation who is not a director is entitled to mandatory indemnification under this article to the same extent as a director.  The corporation may also indemnify and advance expenses to an employee or agent of the corporation who is not a director, consistent with Vermont Law and public policy, provided that such indemnification, and the scope of such indemnification, is set forth by the general or specific action of the board or by contract.

     Donor Records
(a) All donor records shall be available for consultation by the members and donors concerned or by their legal representatives.
(b) No donor records shall be made available to any other person outside the corporation except the authorized governmental agencies.  
(c) Within the corporation, donor records shall be made available only to those persons with managerial or personnel responsibilities for dealing with those donors, except that ;
(d) donor records shall be made available to the board when requested. 

                                                  Part IV Activities

Non-Profit Consumerocracy Limited (N.P.C.L.)
Federal #EIN 93-2190968      Vermont 501c3 #0432763

IRS FORM 1023    ATTACHMENT
Part IV Narrative Description of Activities

  Our Mission is to discover, create, and promote public service platforms to help Mitigate Global Warming.
  Funds received through the entirety of the corporation’s activities will be used exclusively for the charitable purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code and will not be used for personal gains of any sort.  
     My Green Project #36 Ten Year mission to “Save The Prii” proposes to Help Hybrid Vehicle Owners to Save Over $15 Billion in transportation costs, produce over 80 Thousand+ USA jobs at $15+ per hour, reduce production of over One Billion Tons of CO2, and promote to provide solar charged electric vehicles for our local community transportation needs.
    
 Over 1.3 million Hybrid / Battery vehicles on US roads are each saving about 200 gallons of gasoline a year. One gallon of Gas burned equals= 20 pounds of CO2.  
    As a World Health Issue, “Subsidizing” to keep Hybrids “in service” for just one more year could save over 260,000,000 gallons of gas, the two million six hundred thousand tons of CO2 from burning it, the pollution from manufacturing new vehicles, and the CO2 footprint of crude oil extraction, transporting, refining, transporting, storing and retailing it into our vehicles @ $5.50+ per gallon.      Almost a Billion Five per year in transportation costs Hybrid Battery Vehicle owners will save.
 
 ~ If we don’t Win “The War Against Climate Change”… We will All Die on the Battlefield ~

1- Disaster Relief <> Everyday somewhere in the world a catastrophe hits where people need a power supply if just for emergency communications.
We will provide disaster relief aid through deploying our Solar Prii Power Pods wherever and whenever needed, world wide.

2-  Email Solicitation
We will be utilizing internet solicitation methods, including but not limited to email, social media contacts and other mediums.

3-  Foundation Grant Solicitations
We will be applying for private and public foundation grants. We have no current arrangement for this method at this time.

4-  Vehicle, Boat, Plane, or Similar Donations
We will accept in-kind donations with the intent of using the vehicles for the corporation’s mission.

5-  Accept Donations on Your Website
We do accept donations on our website. This function will be accessible through “donate” tab on the website of the corporation. The payments are processed by PayPal, Inc. and are directed to the corporation’s bank account.

6-  Small Scale Fundraising Events. At times we will be holding road-side small-scale fundraising events. The work performed for such events shall be “Volunteer Labor” and without compensation. The material used for such events shall only come from the gifts or contributed products. Volunteer charity lemonade or cookie sale would be an example.

6-  Banquet and Auctions. As Possible, we will also be holding at least one fundraising banquet and auction annually. Auctioned items will be from the gifts or contributed merchandise and all the work performed for such events shall be volunteer labor and without compensation.

7-  Web-related Donations. We may make arrangements with commercial organizations for donations based on sales referrals. For example, some web sites (such as Amazon.com) allow nonprofit organizations to receive donations for sales which were referred from their web site. Some local businesses in our area might also make such offers to non-profit organizations. We would only consider this for items and services related to our organization's mission. We currently have no specific plans or contracts, but it's prudent to mention the possibility.

8-  Sale of Merchandise. We will provide advertisement related items, which will bear our logo and mission statement. We are only considering the sale of donated and contributed products at this time. The revenue from this activity is anticipated with no current arrangement or contract for this.

  << END >> Page-8              Continued  1023

Page 9                         
                                              1023 Part VI Financial Data    
                                 
                                          Statement of Projected Revenues

                            Revenues and Expenses for 2024 - 2026 Tax Years

First of “Yearly Expenses” 2024 including initial Startup Costs; Total  $1,528,866  

$7,200             -Accountant / Books ~ CPA, Management
$10,080           -Fund Expenses ~ Soliciting Funds
$7,980             -Insurance ~ Realestate, Commercial Property / Vehicles, Towing
$3,000             -Legal fees ~ Attorneys fees 25hrs a year @$150,  2-hr per mo.
$2,400             -Postage ~ UPS delivery national distribution used parts.
$720                -Printing ~ Ads, Signs, cards, mailers, local advertisement
$0                    -Rent ~ (Purchasing the Property)
$0                    -Rent Vehicles ~ Will Purchase Vehicles
$277,500         -Employee salaries ~ 6 full time positions
$3,800             -Office Supplies ~ Computers, printer, 501c3 software
$6,000             -Tax ~ Realestate 15.8 acres Commercial Property with garage.
$2,340             -Telephone ~ Credit Card, Web Page Server, Wi-Fi Surveillance
$0                    -Travel ~
$13,332           -Fuel ~ 2 diesel trucks, 80 miles daily @6.5-GPM  @$4-Gal
$0                    -Lodging ~
$900                -Licensing Fees ~ Federal, State, Local, Towing, etc.
$0                    -Meals ~
$6,000             -Professional Fees ~ Independent Contractors, etc.
$0                    -Legislation ~
$6,000             -Subcontracting Machine shop jobs for prototyping
$3,000             -Fuel Oil to heat the building

$350,252 TOTAL  Average Yearly expense estimate minus first year startup costs

 
                   SUPPLEMENTAL  “One Time” First year 2024 Startup costs

$507,000         -Each retired hybrid vehicle Re-Purposed into a ’portable generator’   
                        needs a custom power inverter to match the voltage to normal
                        house current, and ‘electrical kit’ to ‘plug in’ the generator to the   
                        house grid.
                              Anticipating production of 2 Prii-Pod generators per month and
                        numerous orders, first order placed for 300  5-kw Plug-Out- Power
                        model PO5v4.1  Inverter kits at about $1700

$314,028        -Purchase Price of 15,8 acres of Realestate- Located on Vermont's  
                       ‘Grand  Army the Republic highway Vt Rt.15, including one garage
                        with two 14’ garage doors, a 10,000Lb lift, and a separate room for
                        battery re- manufacturing and recycling with parking space outside
                        for 100+ vehicles, and three acres for a solar array.
$99,036         -Expanding existing garage and bringing it up to local, state, and
                        Federal code for specialized battery Rebuilding and Re-Purposing,
                        storage, Prii-Pod generator prototyping, and Vermont State Auto
                        Inspection specifications.
$84,966           -As of 2023 there are over 250 Hybrid & Electric Vehicle
                         manufacturing businesses in the US, each requiring their own
                         speciality tools for full service and maintenance at an average cost
                         of $340 per manufacturer.
$54,000           -The cost of Ninety solar cells installed on 3 acres of land to
                         produce about 30.000 Watts (30kW) of electricity. Excess electricity
                         produced on each sunny 8 hour daily cycle can be sold to the local
                         electric company to reduce the production of C02 by about a ton
                         per year. (0.857 lbs of CO2 per kWh)
$31,788           -Materials and tools for metal and electrical fabrication; sheet steel,
                         drill, torches  MIG-weider, sheer,press, plasma cutter, grinders,
                         steel welding table, hammers, etc.
$24,012          -Road and real-estate property excavation for tractor trailer truck
                        Solar Charging Station access, soar array location grading, and 100
                        vehicle parking / storage area.
$25,000           -Solar powered deep-cycle batteries plus installation for emergency
                         backup power and nighttime vehicle charging.      
$21,996           -Dual head Solar powered battery vehicle charging station on
                         sheltered snow plowable concrete pad, with tractor/trailer truck
                         accessibility for charging.  
$6,300              -Wireless camera security surveillance system for shop, property,  
                          and 3 acre solar array maintenance.
$7,500             -Tools for large “multi-cell traction battery” testing, removal, slow
                         charging, forklift, all in an appropriately safe working space for
                         battery restorations and Re-Purposing into longterm portable
                         power packs.
$3,000             -Realestate Boundary Surveying of the 15.8 acres for preliminary
                         excavation, roadway, and construction of footprint for the 3 acre
____________solar array with electrical wiring.

$1,778,614      ‘One Time” first year 2024 startup costs.
   PLUS
$350,252          ‘First Year’ 2024 regular yearly costs estimate (from above)
$1,528,866       TOTAL first year 2024 costs, regular and one time startup.

      Second Year 2025 Expenditure Estimated Projection. (with NO startup costs)
                                                TOTAL  $344,452

$7,200             -Accountant / Books ~ CPA, Management
$10,080           -Fund Expenses ~ Soliciting Funds
$7,980             -Insurance ~ Realestate, Commercial Property / Vehicles, Towing
$3,000             -Legal fees ~ Attorneys fees 25hrs a year @$150,  2-hr per mo.
$2,400             -Postage ~ UPS delivery national distribution used parts.
$720                -Printing ~ Ads, Signs, cards, mailers, local advertisement
$0                    -Rent ~ (Purchasing the Property)
$0                    -Rent Vehicles ~ Will Purchase Vehicles
$277,500         -Employee salaries ~ 6 full time positions
$2,000             -Office Supplies ~ Computers, printer, 501c3 software
$10,000            -Tax ~ Realestate 15.8 acres Commercial Property with garage.
$2,340             -Telephone ~ Credit Card, Web Page Server, Wi-Fi Surveillance
$0                    -Travel ~
$13,332           -Fuel ~ 2 diesel trucks, 80 miles daily @6.5-GPM  @$4-Gal
$0                    -Lodging ~
$900                -Licensing Fees ~ Federal, State, Local, Towing, etc.
$0                    -Meals ~
$2,000             -Professional Fees ~ Independent Contractors, etc.
$0                    -Legislation ~
$2,000             -Subcontracting Machine shop jobs for prototyping
$3,000             -Fuel Oil to heat the building

$344,452   TOTAL  Average Yearly expense estimate (no first year startup costs)

 << END >>    Second Year 2025 expenditure estimated projection.

         Third Year 2026 Expenditure Estimated Projection   TOTAL $344,452  

$7,200             -Accountant / Books ~ CPA, Management
$10,080           -Fund Expenses ~ Soliciting Funds
$7,980             -Insurance ~ Realestate, Commercial Property / Vehicles, Towing
$3,000             -Legal fees ~ Attorneys fees 25hrs a year @$150,  2-hr per mo.
$2,400             -Postage ~ UPS delivery national distribution used parts.
$720                -Printing ~ Ads, Signs, cards, mailers, local advertisement
$0                    -Rent ~ (Purchasing the Property)
$0                    -Rent Vehicles ~ Will Purchase Vehicles
$277,500         -Employee salaries ~ 6 full time positions
$2,000             -Office Supplies ~ Computers, printer, 501c3 software
$10,000            -Tax ~ Realestate 15.8 acres Commercial Property with garage.
$2,340             -Telephone ~ Credit Card, Web Page Server, Wi-Fi Surveillance
$0                    -Travel ~
$13,332           -Fuel ~ 2 diesel trucks, 80 miles daily @6.5-GPM  @$4-Gal
$0                    -Lodging ~
$900                -Licensing Fees ~ Federal, State, Local, Towing, etc.
$0                    -Meals ~
$2,000             -Professional Fees ~ Independent Contractors, etc.
$0                    -Legislation ~
$2,000             -Subcontracting Machine shop jobs for prototyping
$3,000             -Fuel Oil to heat the building

$344,452   TOTAL  Average Yearly expense estimate (no first year startup costs.

Annuit Coeptis Consumerocracy L3C   <Link>  PayPal $3.14 Donation

MailTo: ClimateCantWait @ Gmail.com  

More Info on  <>  Twitter

My Other Projects

~Greta Thunberg~  https://www.facebook.com/groups/2044220965882108

~Jane Fonda~  https://www.janefonda.com/

TM              ©  Annuit Coeptis Consumerocracy L3C         TM

Evolution Is Not Over…  So Do Your Best