| A Nevada Non-profit Public Benefit Corporation
The name of this corporation shall be ARDOR CORPORATION. The business of the corporation may be conducted as
PURPOSES AND POWERS
ARDOR CORPORATION is a non-profit corporation and shall be operated exclusively for 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.
ARDOR Corporation’s purpose is to provide medical, educational and general charitable aid to poor, distressed and
underprivileged people in India.
Eligibility for medical aid:
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.
2.03 Nonprofit Status and Exempt Activities Limitation.
(a) Nonprofit Legal Status. ARDOR CORPORATION is a NEVADA non-profit public benefit corporation.
(b) Exempt Activities Limitation. Not withstanding 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 ARDOR CORPORATION, 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
The organization to receive the assets of the ARDOR CORPORATION 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 ARDOR CORPORATION,
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
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 ARDOR CORPORATION, then the
court shall direct the distribution of its assets lawfully available for distribution to the Treasurer of the State of NEVADA to be
added to the general fund.
3.01 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
3.02 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 fund raising activities, clinics, other events or at the
corporation website. Affiliates have no voting rights, and are not members of the corporation.
Any dues for affiliates shall be determined by the board of directors.
BOARD OF DIRECTORS
4.01 Number of Directors
ARDOR CORPORATION shall have a board of directors consisting of at least 4 and no more than 15 directors. 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.
All corporate powers shall be exercised by or under the authority of the board and the affairs of the ARDOR CORPORATION
Shall be managed under the direction of the board, except as otherwise provided by law.
(a) All directors shall be elected to serve a one-year term, however the term may be extended until a successor has been
(b) Director terms shall be staggered so that approximately half the number of directors will end their terms in any given
(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 second year in office, unless the
term is extended until such time as a successor has been elected.
4.04 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.
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.
4.06 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.
4.07 Board of Directors Meetings.
(a) Regular Meetings. The board of directors shall have a minimum 1 meeting 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 YOUR STATE law.
4.08 Manner 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
(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 based on his/her
(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
4.09 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.
4.10 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.
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.
5.2 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.
5.3 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.
6.01 Board Officers
The officers of the corporation shall be a board president, vice-president, secretary, and treasurer, all of whom shall be
chosen by, and serve at the pleasure of, the board of directors. 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.
6.02 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.
6.03 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
6.04 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.
6.05 Vice President
In the absence or disability of the board president, the ranking vice-president or vice-president designated by the board of
directors shall perform the duties of the board president. When so acting, the vice-president shall have all the powers of and
be subject to all the restrictions upon the board president. The vice-president shall have such other powers and perform
such other duties prescribed for them by the board of directors or the board president. The vice-president shall normally
accede to the office of board president upon the completion of the board president’s term of office.
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.
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
6.08 Non-Director Officers
The board of directors may designate additional officer positions of the corporation and may appoint and assign duties to
other non-director officers of the corporation.
CONTRACTS, CHECKS, LOANS,
INDEMNIFICATION AND RELATED MATTERS
7.01 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.
7.02 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.
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.
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.
(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 Nevada 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.
8.01 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.
8.02 Fiscal Year
The fiscal year of the corporation shall be from January 1 to December 31 of each year.
8.03 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.
8.04 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
ARDOR CORPORATIONnot 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.
8.05 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.
COUNTERTERRORISM AND DUE DILIGENCE POLICY
In furtherance of its exemption by contributions to other organizations, domestic or foreign, ARDOR CORPORATION 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, ARDOR CORPORATION 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
ARDOR CORPORATION 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.
DOCUMENT RETENTION POLICY
The purpose of this document retention policy is establishing standards for document integrity, retention, and destruction
and to promote the proper treatment of ARDOR CORPORATION records.
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
From time to time, ARDOR CORPORATION 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. ARDOR CORPORATION 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 ARDOR
CORPORATION 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
(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
(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 property
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:
(i) derives independent economic value from the secrecy of the information; and
(ii) has taken affirmative steps to keep the information confidential.
The corporation should keep all documents designated as containing trade secret information for at least the life of the trade
(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.
Transparency and Accountability
Disclosure of Financial Information With The General Public
By making full and accurate information about its mission, activities, finances, and governance publicly available, ARDOR
CORPORATION 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
(b) indicate which documents and materials produced by the corporation are presumptively closed to staff and/or the
(c) specify the procedures whereby the open/closed status of documents and materials can be altered.
The details of this policy are as follow:
11.02 Financial and IRS documents (The form 1023 and the form 990)
ARDOR CORPORATION 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.
11.03 Means and Conditions of Disclosure
ARDOR CORPORATION shall make “Widely Available” the aforementioned documents on its internet website.
(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) ARDOR CORPORATION 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
(d) ARDOR CORPORATION 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
11.04 IRS Annual Information Returns (Form 990)
ARDOR CORPORATION 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.
(a) All board deliberations shall be open to the public except where the board passes a motion to make any specific
(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.
11.06 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
(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.
11.07 Donor Records
(a) All donor records shall be available for consultation by the members and donors concerned or by their legal
(b) No donor records shall be made available to any other person outside the corporation except the authorized
(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.
CODES OF ETHICS AND WHISTLEBLOWER POLICY
ARDOR CORPORATION 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 ARDOR CORPORATION 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.
12.02 Reporting Violations
If any director, officer, staff or employee reasonably believes that some policy, practice, or activity of ARDOR CORPORATION
is in violation of law, a written complaint must be filed by that person with the vice president or the board president.
12.03 Acting in Good Faith
Anyone filing a complaint concerning a violation or suspected violation of the Code must be acting in good faith and have
reasonable grounds for believing the information disclosed indicates a violation of the Code. Any allegations that prove not to
be substantiated and which prove to have been made maliciously or knowingly to be false shall be viewed as a serious
Said person is protected from retaliation only if she/he brings the alleged unlawful activity, policy, or practice to the attention
of ARDOR CORPORATION and provides the ARDOR CORPORATION 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.
ARDOR CORPORATION 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 ARDOR CORPORATION or of another individual or entity with whom
ARDOR CORPORATION 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.
ARDOR CORPORATION 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 ARDOR CORPORATION 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.
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.
12.06 Handling of Reported Violations
The board president or vice president shall notify the sender and acknowledge receipt of the reported violation or suspected
violation within five business days. 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.
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.
AMENDMENT OF ARTICLES OF INCORPORATION
Any amendment to the Articles of Incorporation may be adopted by approval of two-thirds (2/3) of the board of directors.
CERTIFICATE OF ADOPTION OF BYLAWS
I do hereby certify that the above stated Bylaws of ARDOR CORPORATION were approved by the ARDOR CORPORATION
board of directors on sunday, March 22, 2014 and constitute a complete copy of the Bylaws of the corporation.