Charter & Bylaws

Mission

Manifest’s mission is to support men’s personal growth through membership on a men’s team, mentorship, and periodic workshops, cultivating men who positively impact their families and communities.

Standards

These standards are governing principles, not requirements.

• Be true to your passion and tell the truth.
• Support the growth of your fellow members.
• Improve yourself in a way that improves the lives around you.
• Maintain confidentiality.
• Be a man of your word.
• Start and end on time.
• Have fun.

Rules and Decisions

The rules and standards of Manifest are contained in this written Charter. Changes to the Charter must be ratified by a two-thirds vote of the Board of Directors. Members may propose amendments to the Charter by submitting a written proposal signed by at least twenty percent (20%) of active members in good standing. The Board of Directors must consider any such proposal at its next regularly scheduled meeting and communicate its decision to the membership within thirty (30) days. All decisions not otherwise prescribed in the Charter are made by the Board Chair in consultation with the Board of Directors.

Membership

Members must identify as men, 18 years of age or older, who have met the membership requirements adopted by the Board of Directors. Members shall be on local teams and participate in a trial period and/or initiation process to become a member of Manifest and are expected to adhere to the standards and governing principles of the organization.

Manifest dues must be paid in full to maintain membership. The Board of Directors reserves the right to remove a member at any time for conduct inconsistent with the standards of the organization following a review process established by the Board. Members whose dues are not paid in full by April 1 will be considered inactive until dues are paid. Annual dues are established by the Board of Directors. Reduced dues may be offered from time to time at the discretion of the Board of Directors based on the needs or circumstances of individual members. Dues are payable by April 1 of each calendar year.

Leadership

Board Structure

Manifest is governed by a Board of Directors consisting of 5–9 members appointed by the currently active Board of Directors, including a Board Chair. Board members serve a term of three (3) years, renewable by vote of the Board, not to exceed eight (8) consecutive years. The initial Board will serve terms so that only one Board seat expires each year, with initial terms to be set at the initial organizational meeting. Board vacancies mid-term are filled by vote at the next Board Meeting. Board members can be removed by a majority vote of the remaining Board members.

Members may initiate the removal of a Board member by submitting a written petition signed by at least thirty percent (30%) of active members in good standing. Upon receipt of a valid petition, the Board must convene a meeting within thirty (30) days to consider the matter. Removal of the Board member requires a two-thirds vote of the remaining Board members following the petition review.

Board Roles

Board Chair. The Board Chair leads Manifest at the strategic level and is responsible for the overall health and direction of the organization. The Board Chair facilitates all Board meetings, sets organizational priorities, and serves as the primary external representative of Manifest. The Board Chair approves expenses between $500 and $5,000 and ensures the Board remains focused on its mission.

President. The President is responsible for the day-to-day operations of Manifest. The President implements decisions made by the Board, oversees membership, teams, and activities, and serves as the primary point of contact for general members. The President may authorize transactions under $500. The Board Chair and President shall not be held by the same individual simultaneously, except that the President may assume the duties of the Board Chair on an interim basis when the Chair is unavailable or the seat is vacant.

Secretary. The Secretary is responsible for the governance records of Manifest. The Secretary records and distributes minutes for all Board meetings, maintains the Charter and official organizational documents, manages required government filings and renewals, and tracks Board member terms and meeting attendance.

Treasurer. The Treasurer is responsible for the financial health of Manifest. The Treasurer opens and maintains all financial accounts in the name of Manifest, authorizes transactions under $500, prepares the annual financial report for the Board, manages dues collection, and ensures annual tax filings are completed on time. The Treasurer presents finalized financials at the annual general membership meeting.

Member at Large. The Member at Large is a full voting member of the Board who represents the perspective of the general membership. The Member at Large takes on specific project or committee responsibilities as assigned by the Board and is available to fill in for any officer role on an interim basis when needed.

Meetings and Activities

The Board of Directors will meet at least quarterly in a physical location or by video conference. A quorum consists of a majority of currently seated Directors and is required to hold the Board meeting and make decisions binding on the organization. Between meetings, Board members may vote by email or written proxy. Such votes are binding if such a partial proxy vote is unanimous for the entire board.

One general meeting will be held each year, which is open to all general members.

Confidentiality

Members are expected to maintain the confidentiality of others. The mailing list is proprietary to Manifest and may not be distributed or used without the permission of the Board of Directors.

The Charter may be openly discussed with anyone. Violations of confidentiality may result in membership review by the Board.

Finances

It is vital that Manifest be financially stable and that its finances are managed openly, conservatively, and legally. The Treasurer is required to publish a written financial report to the Board of Directors each calendar year. Fiscal years end on December 31st, with annual financials due by April 1st of the following year. The Board of Directors will then release finalized financials to the general membership no later than the following May 1st.

The Treasurer is authorized to open, maintain, and close financial accounts on behalf of Manifest, including but not limited to checking accounts, savings accounts, and electronic payment platforms such as Venmo, PayPal, or similar services. All accounts must be held in the name of Manifest and not in the name of any individual. Transactions under $500 may be authorized by the President or Treasurer acting alone. Expenses over $500 must be approved by the Board Chair. Expenses over five thousand dollars ($5,000) require a majority vote of the Board. At least two authorized signatories must be designated on all accounts at all times.

No part of net earnings shall benefit any private individual.

Indemnification

Manifest shall indemnify Board members and officers against claims arising from actions taken in good faith on behalf of the organization, to the fullest extent permitted by California law.

Conflict of Interest

Board members and officers must disclose any personal or financial interest in matters before the Board and recuse themselves from related votes.

Dissolution

Upon dissolution, assets shall be distributed to one or more tax-exempt organizations as determined by the Board, consistent with IRC Section 501(c)(3).