Table of Content

Page __1___Line _______ Table of Content                                   -SIGNATURES

Page __2___Line _______ Expedited Handling Request                            -Biil     

Page __3___Line _______ Vermont Registration #0432763

Page __4___Line _______ Articles of Incorporation                                    -Bill  

Page __5___Line _______ Corporate Bylaws                                               -Biil

Page __6___Line _______ Conflict of interest policy and agreement        -Bill
 
Page __7___Line _______ Conflict of interest policy acknowledgement  -Rob

Page __8___Line _______ Form 1023 Attachment

Page __9___Line _______ Form 1023 Supplemental Schedule (a, b, c, d, e, f, g)

Page __10__Line  _______Corporate Donation Receipt and IRS form #8283

Page __11__Line _______ Sexual Harassment Policy                                  -Rob

Page __12__Line _______ Resolution Bank Account                                   -Bill

Page __13__Line _______ Board Meeting Minutes Template

Page __14__Line _______ IRS EIN Number Certification

Page ______Line _______

 << END >>  Page 1   Table of Content
         

Page 2                                  EXPEDITE LETTER

Non-Profit Consumerocracy Limited (N.P.C.L.)
Federal #EIN 93-2190968 ~ Vermont 501c3 #0432763
FORM 1023 EXEMPTION APPLICATION EXPEDITE LETTER

Dear Sir or Madam:     We are writing to request an expedited processing of our Form 1023,  Application for Recognition of Exemption Under Section 501(c)(3) of the Internal Revenue Code.
    Non-Profit Consumerocracy Limited is a new entity mandated to help avert global warming. Due to the time sensitive nature of the Global Warming Crisis, we respectfully request an expedited processing of our Form 1023.
    If there are any questions or if additional information is needed, please contact Registered Agent Atty. William B. Davies, 424 Main Street, Barton, Vermont, 05822   (802) 525-3766.

  Sincerely,

  William B. Davies

  X ________________________________  / _____ / _____ / ________
               William B. Davies

<< END >>   Page 2   EXPEDITE LETTER

Page 3  Vermont State 501c3 Incorporation Registration (Double Click to Enlarge)



Page 4                     ARTICLES OF INCORPORATION 501c3

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

   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- DISTROBUTIONS
    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 DISTROBUTIONS
   No part of the net earnings or properties of this corporation, on dissolution or otherwise, shall inure to the benefit of, or be distributable 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.  

   ARTICLE VII    AMENDMENTS
  The bylaws may be amended, altered, or repealed by the Board of Directors by a majority of a quorum vote at any regular or special meeting. The text of the proposed change shall be distributed to all board members at least ten (10) days before the meeting.

   ARTICLE VIII    ADDRESSES OF THE CORPORATION
 Physical Address:
 Non-Profit Consumerocracy Limited, 1145 Hopkins Hill Rd Hardwick Vt 05843
 Mailing Address:
 Non-Profit Consumerocracy Limited, PO Box 51 Hardwick Vt 05843=0051

   ARTICLE VIII    APPOINTMENT OF REGISTERED AGENT
Attorney William B. Davies of Orleans County 424 Main St C, Barton, VT 05822

   ARTICLE IX    INCORPORATOR
Robert E. Pierce Jr. Caledonia County, 1145 Hopkins Hill Rd Hardwick Vt 05843

CERTIFICATE of ADOPTION of Articles of Incorporation

  We, the undersigned, do hereby certify that the above stated Articles of Incorporation of Non-Profit Consumerocracy Limited were approved by these board of directors, Robert E. Pierce Jr. Caledonia County, 1145 Hopkins Hill Rd Hardwick Vt 05843 as President of Non-Profit Consumerocracy Limited, and Attorney William B. Davies of Orleans County 424 Main St C, Barton, VT 05822 as Secretary and Treasurer of Non-Profit Consumerocracy Limited do hereby certify that the foregoing constitutes a true and correct copy of the Articles of incorporation of Non-Profit Consumerocracy Limited

By: X___________________Date: _________ Robert E. Pierce Jr,  as President.

   Witness X__________________ Name ___________________ Date ________

By: X___________________Date: _________ Attorney William B. Davies as Secretary and Treasurer.

   Witness X__________________ Name ____________________ Date _______

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 STATIS 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.
 
3-  Dues   Any dues for affiliates shall be determined by the board of directors.

                          ARTICLE IV     BOARD OF DIRECTORS

1- DIRICTORS  Non-Profit Consumerocracy Limited shall have 2 board of directors consisting of Robert E Piece holding the position of President and Attorney William B. Davies holding both positions as Secretary and Treasurer. Within these limits, the board may increase or decrease the number of directors serving on the board, including for the purpose of staggering the terms
of directors.

2- POWERS
   All corporate powers shall be exercised by or under the authority of the board and the affairs of the Non-Profit Consumerocracy Limited Shall be managed under the direction of the board, except as otherwise provided by law.

3-  TERMS
   (a)  Directors shall be elected to serve a one-year term,  terms may be extended until a successor has been elected.  
   (b)  Director terms shall be staggered so approximately half the number of directors will end their terms in any given year.  
   (c)   Directors may serve terms in succession.
   (d)  The term of office shall be considered to begin January 1 and end December 31 of the same year in office, unless the term is extended until such time as a successor has been elected.

4-  QUALIFICATIONS and Election of Directors
   In order to be eligible to serve as a director on the board of directors, the individual must be 18 years of age and an affiliate within affiliate classifications created by the board of directors.  
   Directors may be elected at any board meeting by the majority vote of the existing board of directors.  The election of directors to replace those who have fulfilled their term of office shall take place in January of each year.

5-  VACANCIES
  The board of directors may fill vacancies due to the expiration of a director’s term of office, resignation, death, or removal of a director or may appoint new directors to fill a previously unfilled board position, subject to the maximum number of directors under these Bylaws.
   (a) Unexpected Vacancies.  Vacancies in the board of directors due to resignation, death, or removal shall be filled by the board for the balance of the term of the director being replaced.

6-  REMOVAL OF DIRECTORS
   A director may be removed by two-thirds (⅔) vote of the board of directors then in office, if:
   (a)   the director is absent and unexcused from two or more meetings of the board of directors in a twelve month period.  The board president is empowered to excuse directors from attendance for a reason deemed adequate by the board president. The president shall not have the power to excuse him/herself from the board meeting attendance and in that
case, the board vice president shall excuse the president.   Or:  
   (b)  for cause or no cause, if before any meeting of the board at which a vote on removal will be made the director in question is given electronic or written notification of the board’s intention to discuss her/his case and is given the opportunity to be heard at a meeting of the board.

7- BOARD OF DIRECTORS MEETINGS
    (a)   Regular Meetings.  The board of directors shall have a minimum of four (4) regular meetings each calendar year at times and places fixed by the board. Board meetings shall be held upon four (4) days notice by first-class mail, electronic mail, or facsimile transmission or forty-eight (48) hours notice delivered personally or by telephone.  If sent by mail, facsimile transmission, or electronic mail, the notice shall be deemed to be delivered upon its deposit in the mail or transmission system.  Notice of meetings shall specify the place, day, and hour of meeting.  The purpose of the meeting need not be specified.
 
  (b)  Special Meetings.  Special meetings of the board may be called by the president, vice president, secretary, treasurer, or any two (2) other directors of the board of directors.  A special meeting must be preceded by at least 2 days notice to each director of the date, time, and place, but not the purpose, of the meeting.
   (c)  Waiver of Notice.  Any director may waive notice of any meeting, in accordance with Vermont law.

8- MANNOR OF ACTING
   (a) Quorum.  A majority of the directors in office immediately before a meeting shall constitute a quorum for the transaction of business at that meeting of the board. No business shall be considered by the board at any meeting at which a quorum is not present.  
   (b) Majority Vote.  Except as otherwise required by law or by the articles of incorporation, the act of the majority of the directors present at a meeting at which a quorum is present shall be the act of the board.
   (c) Hung Board Decisions. On the occasion that directors of the board are unable to make a decision based on a tied number of votes, the president or treasurer in the order of presence shall have the power to swing the vote.
  (d) Participation.  Except as required otherwise by law, the Articles of Incorporation, or these Bylaws, directors may participate in a regular or special meeting through the use of any means of communication by which all directors participating may simultaneously hear each other during the meeting, including in person, internet video meeting or by telephonic conference call.

9-  COMPENSATION FOR BOARD SERVICE
Directors shall receive no compensation for carrying out their duties as directors.  The board may adopt policies providing for reasonable reimbursement of directors for expenses incurred in conjunction with carrying out board responsibilities, such as travel expenses to attend board meetings.

10-  COMPENSATION FOR PROFESSIONAL SERVICES BY DIRECTORS
   Directors are not restricted from being remunerated for professional services provided to the corporation.  Such remuneration shall be reasonable and fair to the corporation and must be reviewed and approved in accordance with the board Conflict of Interest policy and state law.

                                ARTICLE V      COMMITTEES

1-  THE BOARD of Directors may, by the resolution adopted by a majority of the directors then in office, designate one or more committees, each consisting of two or more directors, to serve at the pleasure of the board.  
  Any committee, to the extent provided in the resolution of the board, shall have all the authority of the board, except that no committee, regardless of board resolution, may:
   (a)  take any final action on matters which also requires board members’ approval or approval of a majority of all members;
   (b)  fill vacancies on the board of directors of in any committee which has the authority of the board;
   (c)  amend or repeal Bylaws or adopt new Bylaws;
   (d)  amend or repeal any resolution of the board of directors which by its express terms is not so amendable or repealable;
   (e)  appoint any other committees of the board of directors or the members of these committees;
   (f)   expend corporate funds to support a nominee for director; or
   (g)  approve any transaction;
   (i)   to which the corporation is a party and one or more directors have a material financial interest; or
   (ii)  between the corporation and one or more of its directors or between the corporation or any person in which one or more of its directors have a material financial interest.

2- MEETINGS and Action of Committees
  Meetings and action of the committees shall be governed by and held and taken in accordance with, the provisions of Article IV of these Bylaws concerning meetings of the directors, with such changes in the context of those Bylaws as are necessary to substitute the committee and its members for the board of directors and its members, except that the time for regular meetings of committees may be determined either by resolution of the board of directors or by resolution of the committee.  
   Special meetings of the committee may also be called by resolution of the board of directors.  
   Notice of special meetings of committees shall also be given to any and all alternate members, who shall have the right to attend all meetings of the committee.  
   Minutes shall be kept of each meeting of any committee and shall be filed with the corporate records.
   The board of directors may adopt rules for the governing of the committee not inconsistent with the provision of these Bylaws.

 Each board officer shall have the authority and shall perform the duties set forth in these Bylaws or by resolution of the board or by direction of an officer authorized by the board to prescribe the duties and authority of other officers.
  The board may also appoint vice-presidents and such other officers as it deems expedient for the proper conduct of the business of the corporation, each of whom shall have such authority and shall perform such duties as the board of directors may determine.  
  One person may hold two or more board offices, but no board officer may act in more than one capacity where action of two or more officers is required.

3- INFORMAL ACTIONS
 Informal Action By The Board of Directors
   Any action required or permitted to be taken by the board of directors at a meeting may be taken without a meeting if consent in writing, setting forth the action so taken, shall be agreed by the consensus of a quorum.
   For purposes of this section an e-mail transmission from an e-mail address on record constitutes a valid writing.  The intent of this provision is to allow the board of directors to use email to approve actions, as long as a quorum of board members gives consent.

                                   ARTICLE VI   OFFICERS
1- Board Officers
    The officers of the corporation shall be a board president and a secretary/treasurer.
    Each board officer shall have the authority and shall perform the duties set forth in these Bylaws or by resolution of the board or by direction of an officer authorized by the board to prescribe the duties and authority of other officers.
    The board may also appoint additional vice-presidents and such other officers as it deems expedient for the proper conduct of the business of the corporation, each of whom shall have such authority and shall perform such duties as the board of directors may determine.  
    One person may hold two or more board offices, but no board officer may act in more than one capacity where action of two or more officers is required.

2- Term of Office
  Each officer shall serve a one-year term of office and may not serve more than three (3) consecutive terms of office. Unless unanimously elected by the board at the end of his/her three (3) year terms or to fill a vacancy in an officer position, each board officer’s term of office shall begin upon the adjournment of the board meeting at which elected and shall end upon the adjournment of the board meeting during which a successor is elected.

3-   Removal and Resignation
   The board of directors may remove an officer at any time, with or without cause.  Any officer may resign at any time by giving written notice to the corporation without prejudice to the rights, if any, of the corporation under any contract to which the officer is a party.  Any resignation shall take effect at the date of the receipt of the notice or at any later time specified in the notice, unless otherwise specified in the notice.  The acceptance of the resignation shall not be necessary to make it effective.

4-   Board President
  The board president shall be the chief volunteer officer of the corporation. The board president shall lead the board of directors in performing its duties and responsibilities, including, if present, presiding at all meetings of the board of directors, and shall perform all other duties incident to the office or properly required by the board of directors.

4-   Secretary
  The secretary shall keep or cause to be kept a book of minutes of all meetings and actions of directors and committees
of directors. The minutes of each meeting shall state the time and place that it was held and such other information as shall
be necessary to determine the actions taken and whether the meeting was held in accordance with the law and these Bylaws.  
  The secretary shall cause notice to be given of all meetings of directors and committees as required by the Bylaws.
  The secretary shall have such other powers and perform such other duties as may be prescribed by the board of directors or the board president.  
  The secretary may appoint, with approval of the board, a director to assist in performance of all or part of the duties of the secretary.

5-   Treasurer
    The treasurer shall be the lead director for oversight of the financial condition and affairs of the corporation.  
    The treasurer shall oversee and keep the board informed of the financial condition of the corporation and of audit or financial review results.  In conjunction with other directors or officers, the treasurer shall oversee budget preparation and shall ensure that appropriate financial reports, including an account of major transactions and the financial condition of the corporation, are made available to the board of directors on a timely basis or as may be required by the board of directors.  
  The treasurer shall perform all duties properly required by the board of directors or the board president.  
 

 The treasurer may appoint, with approval of the board a qualified fiscal agent or member of the staff to assist in performance of all or part of the duties of the treasurer.

6-  Non-Director Officers
    The board of directors may designate additional non-voting officer positions of the corporation and may appoint and assign duties to other non-director officers of the corporation.

          ARTICLE VII    CONTRACTS, CHECKS, LOANS,  INDEMNIFICATION AND RELATED MATTERS

1- Contracts and other Writings
  Except as otherwise provided by resolution of the board or board policy, all contracts, deeds, leases, mortgages, grants, and other agreements of the corporation shall be executed on its behalf by the treasurer or other persons to whom the corporation has delegated authority to execute such documents in accordance with policies approved by the board.

2-  Checks, Drafts
  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.

3-  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.

4-  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.

5-  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.

                               ARTICLE VIII    MISCELLANEOUS

1- Books and Records
    The corporation shall keep correct and complete books and records of account and shall keep minutes of the proceedings of all meetings of its board of directors, a record of all actions taken by board of directors without a meeting, and a record of all actions taken by committees of the board.  In addition, the corporation shall keep a copy of the corporation’s Articles of Incorporation and Bylaws as amended to date.  

2- Fiscal Year
   The fiscal year of the corporation shall be from January 1 to December 31 of each year.  

3- Conflict of Interest
  The board shall adopt and periodically review a conflict of interest policy to protect the corporation's interest when it is contemplating any transaction or arrangement which may benefit any director, officer, employee, affiliate, or member of a committee with board-delegated powers.

4- Nondiscrimination Policy
   The officers, directors, committee members, employees, and persons served by this corporation shall be selected entirely on a nondiscriminatory basis with respect to age, sex, race, religion, national origin, and sexual orientation.  It is the policy of Non-Profit Consumerocracy Limited not to discriminate on the basis of race, creed, ancestry, marital status, gender, sexual orientation, age, physical disability, veteran’s status, political service or affiliation, color, religion, or national origin.

5-  Bylaw Amendment
   These Bylaws may be amended, altered, repealed, or restated by a vote of the majority of the board of directors then in office at a meeting of the Board, provided, however,
    (a)  that no amendment shall be made to these Bylaws which would cause the corporation to cease to qualify as an exempt corporation under Section 501 (c)(3) of the Internal Revenue Code of 1986, or the corresponding section of any future Federal tax code;  and,  
   (b)  that an amendment does not affect the voting rights of directors. An amendment that does affect the voting rights of directors further requires ratification by a two-thirds (⅔) vote of a quorum of directors at a Board meeting.
   (c)  that all amendments be consistent with the Articles of Incorporation.

           ARTICLE IX     COUNTERTERRORISM AND DUE DILIGENCE POLICY
 
  In furtherance of its exemption by contributions to other organizations, domestic or foreign, Non-Profit Consumerocracy Limited shall stipulate how the funds will be used and shall require the recipient to provide the corporation with detailed records and financial proof of how the funds were utilized.
    Although adherence and compliance with the US Department of the Treasury’s publication the “Voluntary Best Practice for US. Based Charities” is not mandatory, Non-Profit Consumerocracy Limited willfully and voluntarily recognizes and puts to practice these guidelines and suggestions to reduce, develop, re-evaluate and strengthen a risk-based approach to guard against the threat of diversion of charitable funds or exploitation of charitable activity by terrorist organizations and their support networks.
    Non-Profit Consumerocracy Limited shall also comply and put into practice the federal guidelines, suggestion, laws and limitation set forth by pre-existing U.S. legal requirements related to combating terrorist financing, which include, but are not limited to, various sanctions programs administered by the Office of Foreign Assets Control (OFAC) in regard to its foreign activities.

                       ARTICLE X     DOCUMENT RETENTION POLICY

1- Purpose
    The purpose of this document retention policy is establishing standards for document integrity, retention, and destruction and to promote the proper treatment of Non-Profit Consumerocracy Limited records.

2- Policy
      Section 1. General Guidelines. Records should not be kept if they are no longer needed for the operation of the business or required by law. Unnecessary records should be eliminated from the files. The cost of maintaining records is an expense which can grow unreasonably if good housekeeping is not performed. A mass of records also makes it more difficult to find pertinent records.
     From time to time, Non-Profit Consumerocracy Limited may establish retention or destruction policies or schedules for specific categories of records in order to ensure legal compliance, and also to accomplish other objectives, such as preserving intellectual property and cost management.
     Several categories of documents that warrant special consideration are identified below. While minimum retention periods are established, the retention of the documents identified below and of documents not included in the identified categories should be determined primarily by the application of the general guidelines affecting document retention, as well as the exception for litigation relevant documents and any other pertinent factors.
    
     Section 2. Exception for Litigation Relevant Documents. Non-Profit Consumerocracy Limited expects all officers, directors, and employees to comply fully with any published records retention or destruction policies and schedules, provided that all officers, directors, and employees should note the following general exception to any stated destruction schedule: If you believe, or the Non-Profit Consumerocracy Limited informs you, that corporate records are relevant to litigation, or potential litigation (i.e. a dispute that could result in litigation), then you must preserve those records until it is determined that the records are no longer needed. That exception supersedes any previously or subsequently established destruction schedule for those records.

     Section 3. Minimum Retention Periods for Specific Categories
    (a) Corporate Documents. Corporate records include the corporation’s Articles of Incorporation, By-Laws and IRS Form 1023 and Application for Exemption. Corporate records should be retained permanently. IRS regulations require that the Form 1023 be available for public inspection upon request.
   (b) Tax Records. Tax records include, but may not be limited to, documents concerning payroll, expenses, proof of contributions made by donors, accounting procedures, and other documents concerning the corporation’s revenues. Tax records should be retained for at least seven years from the date of filing the applicable return.
    (c) Employment Records/Personnel Records. State and federal statutes require the corporation to keep certain recruitment, employment and personnel information. The corporation should also keep personnel files that reflect performance reviews and any complaints brought against the corporation or individual employees under applicable state and federal statutes. The corporation should also keep in the employee's personnel file all final memoranda and correspondence reflecting performance reviews and actions taken by or against personnel. Employment applications should be retained for three years. Retirement and pension records should be kept permanently. Other employment and personnel records should be retained for seven years.
    (d) Board and Board Committee Materials. Meeting minutes should be retained in perpetuity in the corporation’s minute book. A clean copy of all other Board and Board Committee materials should be kept for no less than three years by the corporation.
    (e) Press Releases/Public Filings. The corporation should retain permanent copies of all press releases and publicly filed documents under the theory that the corporation should have its own copy to test the accuracy of any document a member of the public can theoretically produce against the corporation.
    (f) Legal Files. Legal counsel should be consulted to determine the retention period of particular documents, but legal documents should generally be maintained for a period of ten years.
   (g) Marketing and Sales Documents. The corporation should keep final copies of marketing and sales documents for the same period of time it keeps other corporate files, generally three years. An exception to the three-year policy may be sales invoices, contracts, leases, licenses, and other legal documentation. These documents should be kept for at least three years beyond the life of the agreement.
   (h) Development/Intellectual Property and Trade Secrets. Development documents are often subject to intellectual protection in their final form (e.g., patents and copyrights). The documents detailing the development process are often also of value to the corporation and are protected as a trade secret where the corporation:
   (1) derives independent economic value from the secrecy of the information; and
  (2) has taken affirmative steps to keep the information confidential and keep all documents designated as containing trade secret information for at least the life of the trade secret.
   (i) Contracts. Final, execution copies of all contracts entered into by the corporation should be retained. The corporation should retain copies of the final contracts for at least three years beyond the life of the agreement, and longer in the case of publicly filed contracts.
   (j) Correspondence. Unless correspondence falls under another category listed elsewhere in this policy, correspondence should generally be saved for two years.
  (k) Banking and Accounting. Accounts payable ledgers and schedules should be kept for seven years. Bank reconciliations, bank statements, deposit slips and checks (unless for important payments and purchases) should be kept for three years. Any inventories of products, materials, and supplies and any invoices should be kept for seven years.
  (l) Insurance. Expired insurance policies, insurance records, accident reports, claims, etc. should be kept permanently.
 (m) Audit Records. External audit reports should be kept permanently. Internal audit reports should be kept for three years.

    Section 4. Electronic Mail. E-mail that needs to be saved should be either:
   (i) printed in hard copy and kept in the appropriate file; or
   (ii) downloaded to a computer file and kept electronically or on disk as a separate file. The retention period depends upon the subject matter of the e-mail, as covered elsewhere in this policy.

              ARTICLE XI    TRANSPARENCY AND ACCOUNTABILITY DISCLOSURE
                          OF FINANCIAL INFORMATION WITH THE PUBLIC

1-  Purpose:
    By making full and accurate information about its mission, activities, finances, and governance publicly available, Non-Profit Consumerocracy Limited practices and encourages transparency and accountability to the general public. This policy will:
  (a) indicate which documents and materials produced by the corporation are presumptively open to staff and/or the public
  (b) indicate which documents and materials produced by the corporation are presumptively closed to staff and/or the public
  (c) specify the procedures whereby the open/closed status of documents and materials can be altered.
  (d) The details of this policy are as follow:
    Non-Profit Consumerocracy Limited shall provide its Internal Revenue forms 990, 990-T, 1023 and 5227, bylaws, conflict of interest policy, and financial statements to the general public for inspection free of charge.

2-  Means and Conditions of Disclosure
    Non-Profit Consumerocracy Limited shall make “Widely Available” the aforementioned documents on   
     its internet website: {Soon Completed} to be viewed and inspected by the general public.
(a) The documents shall be posted in a format that allows an individual using the Internet to access, download, view and print them in a manner that exactly reproduces the image of the original document filed with the IRS (except information exempt from public disclosure requirements, such as contributor lists).
(b) The website shall clearly inform readers that the document is available and provide instructions for downloading it.
(c) Non-Profit Consumerocracy Limited shall not charge a fee for downloading the information. Documents shall not be posted in a format that would require special computer hardware or software (other than software readily available to the public free of charge).
(d) Non-Profit Consumerocracy Limited shall inform anyone requesting the information where this information can be found, including the web address. This information must be provided immediately for in-person requests and within 7 days for mailed requests.

3-  Annual Information Returns (Form 990)
   Non-Profit Consumerocracy Limited shall submit the Form 990 to its board of directors prior to the filing of the Form 990. While neither the approval of the Form 990 or a review of the 990 is required under Federal law, the corporation’s Form 990 shall be submitted to each member of the board of director’s via (hard copy or email) at least 10 days before the Form 990 is filed with the IRS.

4-  Board
(a) All board deliberations shall be open to the public except where the board passes a motion to make any specific portion confidential.
(b) All board minutes shall be open to the public once accepted by the board, except where the board passes a motion to make any specific portion confidential.
(c) All papers and materials considered by the board shall be open to the public following the meeting at which they are considered, except where the board passes a motion to make any specific paper or material confidential.

5-  Staff Records
(a) All staff records shall be available for consultation by the staff member concerned or by their legal representatives.
(b) No staff records shall be made available to any person outside the corporation except the authorized governmental agencies.  
(c) Within the corporation, staff records shall be made available only to those persons with managerial or personnel responsibilities for that staff member, except that
(d) Staff records shall be made available to the board when requested.

6-  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.  

                            ARTICLE XII    CODES OF ETHICS
                             AND WHISTLEBLOWER POLICY

1- Purpose
   Non-Profit Consumerocracy Limited requires and encourages directors, officers and employees to observe and practice high standards of business and personal ethics in the conduct of their duties and responsibilities.
   The employees and representatives of the corporation must practice honesty and integrity in fulfilling their responsibilities and comply with all applicable laws and regulations.
    It is the intent of Non-Profit Consumerocracy Limited to adhere to all laws and regulations that apply to the corporation and the underlying purpose of this policy is to support the corporation’s goal of legal compliance. The support of all corporate staff is necessary to achieving compliance with various laws and regulations.

2-  Reporting Violations
    If any director, officer, staff or employee reasonably believes that some policy, practice, or activity of Non-Profit Consumerocracy Limited is in violation of law, a written complaint must be filed by that person with the vice president or the board president.

3-  Acting in Good Faith
    Anyone filing a complaint concerning a violation or suspected violation must be acting in good faith and have reasonable grounds for believing the information disclosed indicates a violation. Any allegations that prove not to be substantiated and which prove to have been made maliciously or knowingly to be false shall be subject to civil and criminal review.

4-  Retaliation
    (a) Said person is protected from retaliation only if she/he brings the alleged unlawful activity, policy, or practice to the attention of Non-Profit Consumerocracy Limited and provides the Non-Profit Consumerocracy Limited with a reasonable opportunity to investigate and correct the alleged unlawful activity. The protection described below is only available to individuals that comply with this requirement.
   ( b) Non-Profit Consumerocracy Limited shall not retaliate against any director, officer, staff or employee who in good faith, has made a protest or raised a complaint against some practice of Non-Profit Consumerocracy Limited or of another individual or entity with whom Non-Profit Consumerocracy Limited has a business relationship, on the basis of a reasonable belief that the practice is in violation of law, or a clear mandate of public policy.
   (c) Non-Profit Consumerocracy Limited shall not retaliate against any director, officer, staff or employee who disclose or threaten to disclose to a supervisor or a public body, any activity, policy, or practice of Non-Profit Consumerocracy Limited that the individual reasonably believes is in violation of a law, or a rule, or regulation mandated pursuant to law or is in violation of a clear mandate of public policy concerning the health, safety, welfare, or protection of the environment.

5-  Confidentiality
   Violations or suspected violations may be submitted on a confidential basis by the complainant or may be submitted anonymously.
  Reports of violations or suspected violations shall be kept confidential to the extent possible, consistent with the need to conduct an adequate investigation.

6-  Handling of Reported Violations
    (a) The board president or vice president shall notify the sender and acknowledge receipt of the reported violation or suspected violation within five business days.
    (b) All reports shall be promptly investigated by the board and its appointed committee and appropriate corrective action shall be taken if warranted by the investigation.
    (c) This policy shall be made available to all directors, officers, staffs or employees and they shall have the opportunity to ask questions about the policy.

                  ARTICLE XIII    AMENDMENT -  Articles of Incorporation

   Any amendment to the Articles of Incorporation may be adopted by unanimous approval of the board of directors.  

                         CERTIFICATE OF ADOPTION OF BYLAWS

   I do hereby certify that the above stated Bylaws of Non-Profit Consumerocracy Limited were approved by the Non-Profit Consumerocracy Limited board of directors on______ /______ / _________ and constitute a complete copy of the Bylaws of the corporation.  

      X__________________________________  Date ____________________
      Attorney William B. Davies Orleans County Vermont, Secretary

<< END >> Page 5    BYLAWS

Page 6                        
                              CONFLICT OF INTEREST  “POLICY”

Non-Profit Consumerocracy Limited (N.P.C.L.)
Federal #EIN 93-2190968 ~ Vermont 501c3 #0432763
CONFLICT OF INTEREST POLICY AND AGREEMENT

      ARTICLE I   PURPOSES

   It is important for Non-Profit Consumerocracy Limited directors, officers, and staff to be aware that both real and apparent conflicts of interest or dualities of interest sometimes occur in the course of conducting the affairs of the corporation and that the appearance of conflict can be troublesome even if there is in fact no conflict whatsoever.  Conflicts occur because the many persons associated with the corporation should be expected to have, and do in fact generally have multiple interests and affiliations and various positions of responsibility within the community.  In these situations a person will sometimes owe identical duties of loyalty to two or more corporations.  The purpose of the conflict of interest policy is to protect the corporation’s tax-exempt interest when it is contemplating entering into a transaction or arrangement that might benefit the private interest of an officer or director of the corporation or might result in a possible excess benefit transaction.  The policy is intended to supplement but not replace any applicable state and federal laws governing conflict of interest applicable to nonprofit and charitable organizations.

  Conflicts are undesirable because they potentially or eventually place the interests of others ahead of the corporation’s obligations to its charitable purposes and to the public interest.  Conflicts are also undesirable because they often reflect adversely upon the person involved and upon the institutions with which they are affiliated, regardless of the actual facts or motivations of the parties. However, the long-range best interests of the corporation do not require the termination of all association with persons who may have real or apparent conflicts that are harmless to all individuals or entities involved.

  Each member of the board of directors and the staff of the corporation has a duty of loyalty to the corporation.  The duty of loyalty generally requires a director or staff member to prefer the interests of the corporation over the director’s/staff’s interest or the interests of others.  In addition, directors and staff of the corporation shall avoid acts of self-dealing which may adversely affect the tax-exempt status of the corporation or cause there to arise any sanction or penalty by a governmental authority.

      ARTICLE II    DEFINITIONS

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.

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

(a)  An ownership or investment interest in any entity with which the corporation has a transaction or arrangement,

(b)  A compensation arrangement with the corporation or with any entity or individual with which the corporation has a transaction or arrangement, or

(c)  A potential ownership or investment interest in, or compensation arrangement with, any entity or individual with which the corporation 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.

      ARTICLE III    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.

2-  3.2  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, he/she 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.

 
3-  Procedures for Addressing the Conflict of Interest
(a)   An interested person may make a presentation at the governing board or committee meeting, but after the presentation, he/she shall leave the meeting during the discussion of, and the vote on, the transaction or arrangement involving the possible conflict of interest.

(b)  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.

(c)   After exercising due diligence, the governing board or committee shall determine whether the corporation 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.

(d)  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 corporation'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.

4-  Violations of the Conflicts of Interest Policy
(a)  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.

(b)  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.

                      ARTICLE IV    RECORDS OF PROCEEDINGS

1-  Minutes
The minutes of the governing board and all committees with board delegated powers shall contain:
(a)  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.

(b)  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.

                              ARTICLE V    COMPENSATION

5.1   A voting member of the governing board who receives compensation, directly or indirectly, from the corporation for services is precluded from voting on matters pertaining to that member's compensation.

5.2   A voting member of any committee whose jurisdiction includes compensation matters and who receives compensation, directly or indirectly, from the corporation for services is precluded from voting on matters pertaining to that member's compensation.

5.3.  No voting member of the governing board or any committee whose jurisdiction includes compensation matters and who receives compensation, directly or indirectly, from the corporation, either individually or collectively, is prohibited from providing information to any committee regarding compensation.

                        ARTICLE VI    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:
(a)   Has received a copy of the conflicts of interest policy,
(b)   Has read and understands the policy,
(c)   Has agreed to comply with the policy, and
(e)   Understands that the corporation 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.

                                        ARTICLE VII    PERIODIC REVIEWS

   To ensure the corporation 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:

(a)  Whether compensation arrangements and benefits are reasonable, based on competent survey information and the result of arm's length bargaining.

(b)  Whether partnerships, joint ventures, and arrangements with management corporations conform to the corporation'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.

                           ARTICLE VIII    USE OF OUTSIDE EXPERTS

When conducting the periodic reviews as provided for in Article VII, the corporation may, but need not, use outside advisors.  If outside experts are used, their use shall not relieve the governing board of its responsibility for ensuring periodic reviews are conducted.

                                                CERTIFICATION

CERTIFICATE OF ADOPTION OF CONFLICT OF INTEREST POLICY AND AGREEMENT
I do hereby certify that the above stated Conflict of Interest Policy and Agreement for Non-Profit Consumerocracy Limited were approved and adopted by the board of directors
on ____, ____, _______ and constitute a complete copy of the Conflict of Interest Policy of the corporation.  

Signature X__________________________ Date ___/____/________
Attorney William B. Davies as Secretary and Treasurer.

   << END >>  Page  6       Conflict of interest policy

PAGE #7         CONFLICTS OF INTEREST POLICY   “ACKNOWLEDGMENT”

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

CONFLICTS OF INTEREST POLICY ACKNOWLEDGMENT

   I have read the attached conflicts of interest policy and agree to comply fully with its terms and conditions at all times during my service as a Non-Profit Consumerocracy Limited Board member. If at any time following the submission of this form I become aware of any actual or potential conflicts of interest, or if the information provided below becomes inaccurate or incomplete, I will promptly notify the Non-Profit Consumerocracy Limited Board of Directors in writing.

Disclosure of Actual or Potential Conflicts of Interest:
_______________________________________________________________
_______________________________________________________________
_______________________________________________________________
_______________________________________________________________
_______________________________________________________________
_______________________________________________________________
 
I acknowledge and agree that my selection for service on the Board and the opportunities made available to me by serving on the Board constitute good and valuable consideration for entering into this agreement, the receipt and sufficiency of which I hereby acknowledge.

Signature: X_______________________________ / ____ / _______

Name:  Robert E Pierce Jr.

   << END >>  Page 7      Conflict of interest policy Acknowledgment

Page 8    IRS form 1023  

                                                  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- Distribution to Other Organizations and Individuals
We do not fundraise for any specific organization and Non-Profit Consumerocracy Limited is not organized solely to contribute or fundraise for any specific entity. However, at the discretion of the board of directors we may at times, choose to contribute to other organizations who share a similar mission and only if the contributions further our exempt status, with the objective to avert global warming by providing ecological transportation solutions.
One example of an organization which we may contribute to is “The Good News Garage” (EIN 04-3566243) which is a U.S.-based, nonprofit, nonpartisan 501(c)(3) tax-exempt charitable organization that focuses on Providing Ecological transportation for those in need.

3-  Programs for Volunteers
At times, per the discretion of the board of directors, we may provide internships or volunteer opportunities which will provide opportunities for involvement in outreach activities and programs in order to have a greater impact for change. One of the activities that volunteers may be involved in is basic education on servicing and maintaining their vehicles for increase efficiency to minimize Co2 production per transportation mile. These clinics will be open to the public and free of charge to participants and will not include compensation to the volunteers.

4-  Multimedia
It is our goal to bring awareness from every medium possible and this does not exclude documentaries and photos of our activities, projects, programs and expeditions. By documenting and reporting our efforts we intend to broaden our outreach. These multimedia features will be recorded by our volunteers during the aforementioned activities and will be available to the public.

4-  Financial Information
The sources of the corporation’s income derive from general public donations.  Additional income sources will include grants, sponsorship and fundraising. The corporation disposes its income through the decisions made by its board of directors or through the decisions of the duly elected treasurer, whose power to pay expenses is set out by the board or the corporation's bylaws in accordance to the corporation’s purpose.  Expenses paid by the corporation include, but are not limited to: equipment and materials purchases, rentals, insurance premiums, internet web site fees, publications, advertising, board expenses, etc.

                         
                                   Part IV Your Activities (Continued)
   We do not offer or provide grants or loans to other organizations. We may at times make distributions to US based organizations that are not exempt but work in the same field, documented with copies of receipts, letters or other relevant documents. According to our bylaws, any distribution would have to be approved by the board of directors. The method of approval would be documented. Distributions to organizations have not yet occurred since the incorporation.
It will be very clear to our contributors and especially the public how we operate with the donation page of our website listing where the donations go and for what purpose. For contributions other than credit cards, we have a donation form available
  501c3 Transparency is necessary for our contributors and especially the public to see, how we operate, direct funds, the nature and progress of programs. The donation page of our website will list all our projects by number for choice and amount of donation.

1-  Fundraising Activities <> Mail Solicitations
We will be sending fundraising information to businesses and individuals at least annually to request that they donate funds to support Non-Profit Consumerocracy Limited and be cordially invited to attend occasional fundraising events.

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)

<< END >>   Page 8-9  Form 1023  with  Projected Revenues

Page #10   N.P.C.L. Donation Receipt and IRS form 8283
                 
                     ~ Help Us Prevent Global Climate Warming ~

Non-Profit Consumerocracy Limited {NPCL}
POBox 51 Hardwick Vt 05843-0051  #EIN 93-2190968
Federal Tax Deductible Receipt for Donation^  $___________

Donor Name ___________________________________________________
Street Address:_________________________________________________
City:___________________________ State _________ Zip code: ________
*Phone: ___________________ *E-mail: ____________________________
*SSI# ____________________ *TIN _______________ *EIN _____________
   {* Optional}   (Any individual may deduct up to 50% of the adjusted gross income on their federal income tax form.)

                                  ~ VEHICLE INFORMATION ~.
V.I.N. __ __ __ __ __ __ __ __ __ __ __ __ __ __ __ __ __  ^ Year__________
Make _______  Model ______ Condition ________ NADA Value $_________
 Is vehicle Donated For “Re-Purposing”? like for a ‘Prii Power Pod?  N__  Y__
 If Yes, place adjusted IRS deduction value here  $_______      
        
                               ~ DONATED ITEM  INFORMATION ~
Description_____________________________________________________
Manufacturer _____________________Serial # _______________________
Condition ______________________________ Estimated Value $________

                 ~ MONETARY CONTRIBUTION INFORMATION~
DONATION CHECK #________Payable: Non-Profit Consumerocracy Ltd
Bank Name __________________________Donation Amount $_________
    
DEBIT/CREDIT CARD~ Pay-Pal Payments to: Beanerd@gmail.com

Donor Sign: X ___________________________________ Date__________

N.P.C.L. / legal Representative Sign: X __________________ Date ________
 
    ^Vehicle Title Required If manufactured within the past 15 years}   
    ^Property Donations of over $500 require IRS Form 8283-B
    ^Include a copy with your Federal Tax return  
     

  PAGE 9    IRS Donation Receipt form #8283 BELOW (Double click to Expand) 

Page 10                    Sexual Harassment Policy

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

 The Policy Statement:
    Non-Profit Consumerocracy Limited is committed to providing a safe environment for all its employees free from discrimination on any ground and from harassment at work including sexual harassment. Non-Profit Consumerocracy Limited will operate a zero tolerance policy for any form of sexual harassment in the workplace, treat all incidents seriously and promptly investigate all allegations of sexual harassment.    
    Any person found to have sexually harassed another will face disciplinary action, up to and including dismissal.
   All complaints of sexual harassment will be taken seriously and treated with respect and in-confidence. No one will be victimized for making such a complaint.

    Definition of Sexual Harassment
 Sexual harassment is unwelcome conduct of a sexual nature which makes a person feel offended, humiliated and/or intimidated. It includes situations where a person is asked to engage in sexual activity as a condition of that person’s employment, as well as situations which create an environment which is hostile, intimidating or humiliating for the recipient.
   Sexual harassment can involve one or more incidents and actions constituting harassment may be physical, verbal and non-verbal. Examples of conduct or behavior which constitute sexual harassment include, but are not limited to:

1-  Physical Conduct-
    •    Unwelcome physical contact including patting, pinching, stroking,      
                      kissing, hugging, fondling, or inappropriate touching
    •    Physical violence, including sexual assault
    •    Physical contact, e.g. touching, pinching
    •    The use of job-related threats or rewards to solicit sexual favors
2-  Verbal Conduct-
    •    Comments on a worker’s appearance, age, private life, etc.
    •    Sexual comments, stories and jokes
    •    Sexual advances
    •    Repeated and unwanted social invitations for dates or physical      
                      intimacy
    •    Insults based on the sex of the worker
    •    Condescending or paternalistic remarks
           •         Sending sexually explicit messages (by phone or by email) Non-     
                      verbal conduct-
    •    Display of sexually explicit or suggestive material
    •    Sexually-suggestive gestures
    •    Whistling
    •    Leering

    Anyone can be a victim of sexual harassment, regardless of their sex and of the sex of the harasser. Non-Profit Consumerocracy Limited recognizes that sexual harassment may also occur between people of the same sex. What matters is that the sexual conduct is unwanted and unwelcome by the person against whom the conduct is directed.

    Non-Profit Consumerocracy Limited recognizes that sexual harassment is a manifestation of power relationships and often occurs within unequal relationships in the workplace, for example between manager or supervisor and employee.
    Anyone, including employees of Non-Profit Consumerocracy Limited, clients, customers, casual workers, contractors or visitors who sexually harasses another will be reprimanded in accordance with this internal policy.
    All sexual harassment is prohibited whether it takes place within Non-Profit Consumerocracy Limited premises or outside, including at social events, business trips, training sessions or conferences sponsored by Non-Profit Consumerocracy Limited.

3-  Complaints Procedures
   Anyone who is subject to sexual harassment should, if possible, inform the alleged harasser that the conduct is unwanted and unwelcome. Non-Profit Consumerocracy Limited recognizes that sexual harassment may occur in unequal relationships (i.e. between a supervisor and his/her employee) and that it may not be possible for the victim to inform the alleged harasser.
    If a victim cannot directly approach an alleged harasser, he/she can approach one of the designated staff members responsible for receiving complaints of sexual harassment. This person could be another supervisor, a member of the human resources department, etc.
   When a designated person receives a complaint of sexual harassment, he/she will:
    •    immediately record the dates, times and facts of the incident(s)
    •    Ascertain the views of the victim as to what outcome he/she wants.
    •    Ensure that the victim understands the organization’s procedures for    
                     dealing with the complaint.
    •         Keep a confidential record of all discussions.
    •         Respect the choice of the victim.

   
          •         Discuss and agree the next steps: either informal or formal complaint,      
                    on the understanding that choosing to resolve the matter informally
                    does not preclude the victim from pursuing a formal complaint if he/
                    she is not satisfied with the outcome.
    •        Ensure that the victim knows that they can lodge the complaint  
                    outside of the organization through the relevant legal channels.

    Throughout the complaints procedure, a victim is entitled to be helped by a counselor of their choice within the organization of . Non-Profit Consumerocracy Limited who will nominate a number of counselors and provide them with special training to enable them to assist victims of sexual harassment.    
    Non-Profit Consumerocracy Limited recognizes that because sexual harassment often occurs in unequal relationships within the workplace, victims often feel that they cannot come forward. Non-Profit Consumerocracy Limited understands the need to support victims in making complaints.

4-  Informal Complaints Mechanism
    If the victim wishes to deal with the matter informally, the designated person will:
    •    Give an opportunity to the alleged harasser to respond to the  
                      complaint.
    •    Ensure that the alleged harasser understands the complaints
                      mechanism.
    •    Facilitate discussion between both parties to achieve an informal
                      resolution which is acceptable to the complainant, or refer the matter
                      to a designated mediator within the organization to resolve the
                      matter.
    •    Ensure that a confidential record is kept of what happens.
    •    Follow up after the outcome of the complaints mechanism to ensure
                      that the behavior has stopped.
    •    Ensure that the above is done speedily and within [2] days of the
                     complaint being made.

5-  Formal complaints mechanism-
    If the victim wants to make a formal complaint or if the informal complaint mechanism has not led to a satisfactory outcome for the victim, the formal complaint mechanism should be used to resolve the matter.
    The designated person who initially received the complaint will refer the matter to a senior human resources manager to instigate a formal investigation. The senior human resources manager may deal with the matter him/herself, refer the matter to an internal or external investigator or refer it to a committee of three others in accordance with this policy with each case judged on its own merit.

The person carrying out the investigation will:
    •    interview the victim and the alleged harasser separately
    •    interview other relevant third parties separately    
           •    decide whether or not the incident(s) of sexual harassment took
                      place
    •    produce a report detailing the investigations, findings and any
                      recommendations
    •    if the harassment took place, decide what the appropriate remedy for
                      the victim is, in consultation with the victim (i.e.- an apology, a
                      change to working arrangements, a promotion if the victim was
                      demoted as a result of the harassment, training for the harasser,
                      discipline, suspension, dismissal)
    •    follow up to ensure that the recommendations are implemented, that
                      the behavior has stopped and that the victim is satisfied with the
                      outcome
    •    if it cannot determine that the harassment took place, he/she may
                     still make recommendations to ensure proper functioning of the
                     workplace
    •    keep a record of all actions taken
    •    ensure that the all records concerning the matter are kept
                     confidential
    •    ensure that the process is done as quickly as possible and in any
                     event within 4 days of the complaint being made.

6-  Outside Complaints Mechanisms
A person who has been subject to sexual harassment can also make a complaint outside of the organization. They can do so through the Vermont Department of Human Resources Labor Relations Division at (802) 828-3454.

7-  Sanctions and disciplinary Measures
Anyone who has been found to have sexually harassed another person under the terms of this policy is liable to any of the following sanctions:

    •    verbal or written warning
    •    adverse performance evaluation
    •    reduction in wages
    •    transfer
    •    demotion
    •    suspension
    •    dismissal

  The nature of the sanctions will depend on the gravity and extent of the harassment.  Suitable deterrent sanctions will be applied to ensure that incidents of sexual harassment are not treated as trivial. Certain serious cases, including physical violence, will result in the immediate dismissal of the harasser.

8-  Implementation of  This Policy
    Non-Profit Consumerocracy Limited will ensure that this policy is widely disseminated to all relevant persons. It will be included in the bylaws. All new employees must be trained on the content of this policy as part of their induction into the organization.
    Every year, Non-Profit Consumerocracy Limited will require all employees to attend a refresher training course on the content of this policy.
It is the responsibility of every manager to ensure that all his/her employees are aware of the policy.

9-  Monitoring and Evaluation
    Non-Profit Consumerocracy Limited recognizes the importance of monitoring this sexual harassment policy and will ensure that it anonymously collects statistics and data as to how it is used and whether or not it is effective.
    Supervisors, managers and those responsible for dealing with sexual harassment cases will report on compliance with this policy, including the number of incidents, how they were dealt with, and any recommendations made. This will be done on a yearly basis. As a result of this report, the organization will evaluate the effectiveness of this policy and make any changes needed.

     I hereby agree to, and to direct all personal to abide these guidelines.

Signature X ____________________________ /____ /__________  

Robert E. Pierce Jr.  President

   << END >> Page 10   Sexual Harassment Policy

Page 11                            Resolution Bank Account

Non-Profit Consumerocracy Limited (N.P.C.L.)
Federal #EIN 93-2190968 <> Vermont 501c3 #0432763
RESOLUTION TO OPEN A BANK ACCOUNT

   We respectfully inform that the board of directors of Non-Profit Consumerocracy Limited has determined it to be in the best interest of the corporation to establish a banking resolution with TD Bank.
   It has been RESOLVED, that the Non-Profit Consumerocracy Limited execute and deliver to TD Bank a duly signed original of the banking resolution as is annexed here.
   The authority to transact business, including but not limited to the maintenance of savings, checking and other accounts, shall be as contained in said resolution with the named officers therein authorized to act on behalf of the Non-Profit Consumerocracy Limited as specified hereto.:
Robert E. Pierce Jr,  as President
And
Attorney William B. Davies as Secretary and Treasurer.

      The undersigned hereby certifies that he is the duly elected Secretary and the custodian of the books, and records of Non-Profit Consumerocracy Limited; a nonprofit corporation formed pursuant to the laws of the state of Vermont, and that the foregoing is a true record of a resolution adopted at a meeting of the board of directors.
   This board of directors meeting was held in accordance with the Bylaws of Non-Profit Consumerocracy Limited on ____/ ____/ ______ and the resolution is now binding.
CERTIFICATE OF ADOPTION OF BANKING RESOLUTION
  I do hereby certify that the above stated banking resolution for Non-Profit Consumerocracy Limited were approved and adopted by the board of directors on ____/ ____/ _______

Signature X____________________________Date: ____/ ____/ _______   
                   Attorney William B. Davies - Secretary

  << END >>   Page 11    Resolution Bank Account

Page 12                       Official IRS EIN Number Certification

DEPARTMENT OF THE TREASURY INTERNAL REVENUE SERVICE CINCINNATI OH 45999-0023
NON-PROFIT CONSUMEROCRACY LIMITED PO BOX 51 HARDWICK, VT 05843
Date of this notice: 07-03-2023
Employer Identification Number: 93-2190968
WE ASSIGNED YOU AN EMPLOYER IDENTIFICATION NUMBER
Thank you for applying for an Employer Identification Number (EIN). We assigned you EIN 93-2190968. This EIN will identify you, your business accounts, tax returns, and documents, even if you have no employees. Please keep this notice in your permanent records.
Taxpayers request an EIN for their business. Some taxpayers receive CP575 notices when another person has stolen their identity and are opening a business using their information. If you did not apply for this EIN, please contact us at the phone number or address listed on the top of this notice.
When filing tax documents, making payments, or replying to any related correspondence, it is very important that you use your EIN and complete name and address exactly as shown above. Any variation may cause a delay in processing, result in incorrect information in your account, or even cause you to be assigned more than one EIN. If the information is not correct as shown above, please make the correction using the attached tear-off stub and return it to us.
Based on the information received from you or your representative, you must file the following forms by the dates shown.
Form 941 01/31/2024 Form 940 01/31/2024
If you have questions about the forms or the due dates shown, you can call us at the phone number or write to us at the address shown at the top of this notice. If you need help in determining your annual accounting period (tax year), see Publication 538, Accounting Periods and Methods.
We assigned you a tax classification (corporation, partnership, etc.) based on information obtained from you or your representative. It is not a legal determination of your tax classification, and is not binding on the IRS. If you want a legal determination of your tax classification, you may request a private letter ruling from the IRS under the guidelines in Revenue Procedure 2020-1, 2020-1 I.R.B. 1 (or superseding Revenue Procedure for the year at issue). Note: Certain tax classification elections can be requested by filing Form 8832, Entity Classification Election. See Form 8832 and its instructions for additional information.

IMPORTANT INFORMATION FOR S CORPORATION ELECTION:    If you intend to elect to file your return as a small business corporation, an election to file a Form 1120-S, U.S. Income Tax Return for an S Corporation, must be made within certain timeframes and the corporation must meet certain tests. All of this information is included in the instructions for Form 2553, Election by a Small Business Corporation.
Form: SS-4 Number of this
For assistance 1-800-829-4933
notice: CP 575 A
you may call us at:
IF YOU WRITE, ATTACH THE STUB AT THE END OF THIS NOTICE.
(IRS USE ONLY) 575A 07-03-2023 NON- B 9999999999 SS-4
     If you are required to deposit for employment taxes (Forms 941, 943, 940, 944, 945, CT-1, or 1042), excise taxes (Form 720), or income taxes (Form 1120), you will receive a Welcome Package shortly, which includes instructions for making your deposits electronically through the Electronic Federal Tax Payment System (EFTPS). A Personal Identification Number (PIN) for EFTPS will also be sent to you under separate cover. Please activate the PIN once you receive it, even if you have requested the services of a tax professional or representative.
   For more information about EFTPS, refer to Publication 966, Electronic Choices to Pay All Your Federal Taxes. If you need to make a deposit immediately, you will need to make arrangements with your Financial Institution to complete a wire transfer.
   The IRS is committed to helping all taxpayers comply with their tax filing obligations. If you need help completing your returns or meeting your tax obligations, Authorized e-file Providers, such as Reporting Agents or other payroll service providers, are available to assist you. Visit www.irs.gov/mefbusproviders for a list of companies that offer IRS e-file for business
products and services.

   IMPORTANT REMINDERS:
        *  Keep a copy of this notice in your permanent records. This notice
                         is issued only one time and the IRS will not be able to generate a
                         duplicate copy for you. You may give a copy of this document to
                         anyone asking for proof of your EIN.
        *  Use this EIN and your name exactly as they appear at the top of
                         this notice on all your federal tax forms.
        *  Refer to this EIN on your tax-related correspondence and
                         documents.
        *  Provide future officers of your organization with a copy of this
                         notice.

   
   Your name control associated with this EIN is NON-. You will need to provide this information along with your EIN, if you file your returns electronically. Safeguard your EIN by referring to Publication 4557, Safeguarding Taxpayer Data: A Guide for Your Business.     You can get any of the forms or publications mentioned in this letter by visiting our website at www.irs.gov/forms-pubs or by calling 800-TAX-FORM (800-829-3676).     If you have questions about your EIN, you can contact us at the phone number or address listed at the top of this notice. If you write, please tear off the stub at the bottom of this notice and include it with your letter. Thank you for your cooperation.
(IRS USE ONLY) 575A 07-03-2023 NON- B 9999999999 SS-4
Keep this part for your records. CP 575 A (Rev. 7-2007) ----------------------------------------------------------------------------------------------
Return this part with any correspondence so we may identify your account. Please CP 575 A correct any errors in your name or address.
9999999999
Your Telephone Number Best Time to Call DATE OF THIS NOTICE: 07-03-2023 ( ) - EMPLOYER IDENTIFICATION NUMBER: 93-2190968 _____________________ _________________ FORM: SS-4 NOBOD
INTERNAL REVENUE SERVICE NON-PROFIT CONSUMEROCRACY LIMITED CINCINNATI OH 45999-0023 PO BOX 51
HARDWICK, VT 05843
 

   << END >>  Page 12   EIN Number Certification

Page 13-                           Board Meeting Minutes
                    Non-Profit Consumerocracy Limited (NPCL)
Time ___:___ am pm    Date __/__/____  At _____________________________

Board Meeting    Regular___   Special ____   Annual _______  Other _______

Attendees: ________________________________________________________

Absentees: ________________________________________________________

Meeting called to order at ___:___  am pm  By __________________________

Last Months meeting minutes discussed, approved  Y   N

Chief Executive Report: Recommendations / Response / Motions / Vote
___________________________________________________________________
___________________________________________________________________
___________________________________________________________________
___________________________________________________________________
        See additional information  Y  N  ___________________________________

Finance Report by: __________________________________________________
Report_____________________________________________________________
__________________________________________________________________
__________________________________________________________________
        See additional information  Y  N  __________________________________

Other Business: ____________________________________________________
___________________________________________________________________
___________________________________________________________________
___________________________________________________________________
         See additional information  Y  N  __________________________________

Materials Distributed  Y  N  (Yes, explain) ________________________________

Next Meeting ~ Time ___:___ Date __/__/____ Location ____________________
 
Next Meeting to be Determined  Y  N

Meeting Adjourned at ___:___ am pm · Minutes Submitted by: ______________

Board Chair Minutes Signature Approval X___________________________________________________/_____/________

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