BYLAWS OF ASCOLTANDO INC.
An Idaho Nonprofit Public Benefit Corporation
501(c)(3) Tax-Exempt Organization
EIN: 47-4710816
ARTICLE I: NAME AND PURPOSE
Section 1. Name
The name of this corporation is Ascoltando Inc.
Section 2. Purpose
Ascoltando Inc. is a 501(c)(3) nonprofit dedicated to supporting individuals with hearing loss, tinnitus, and other auditory conditions by providing resources, advocacy, and educational initiatives. The organization also fosters cultural preservation by promoting Italian heritage through events, language programs, and collaborations. Additionally, Ascoltando Inc. is committed to advancing classical music by organizing concerts, educational workshops, and artist support programs, ensuring its accessibility to diverse audiences. Through these initiatives, the organization strengthens cultural appreciation, artistic excellence, and community engagement.
ARTICLE II: MEMBERSHIP
Ascoltando Inc. shall have no voting members. The activities and affairs of the corporation shall be conducted under the direction of the Board of Directors.
ARTICLE III: FOUNDER'S AUTHORITY AND SUCCESSION
Section 1. Founder’s Authority
The Founder shall serve as the guiding figure for Ascoltando Inc., maintaining advisory oversight of organizational direction, mission alignment, and operational policies. While the Board retains full legal governance authority in compliance with California Corporation Code § 5210, the Founder shall provide strategic direction and non-binding recommendations on board governance and operational policies.
Section 2. Continuity of the Founder’s Position
The position of Founder can never be vacant. The Founder has the authority to appoint a Holder for inheritance and continuity purposes. The Holder assumes all powers of the Founder and serves as President. The Founder may designate a second-in-line successor, who must be at least 18 years of age, to ensure uninterrupted governance. If no successor is named or the appointed successor is not yet of age, out of the country, or incapacitated, the Treasurer shall immediately assume the role of Holder. The Holder position cannot be revoked, and removal is not possible—only voluntary resignation is allowed. The Treasurer shall hold this position for no longer than one year, during which a permanent successor must be appointed. The Acting Holder's powers are limited to administrative affairs and do not include modifying the Bylaws, Articles of Incorporation, or the Committee & Chapter Charter.
Section 3. Governance Limitations and Compliance
The Founder retains primary authority over the governance of Ascoltando Inc., including the appointment and removal of Board members and officers. However, in compliance with Idaho nonprofit laws and IRS regulations, the Board of Directors shall have an active oversight role in financial governance, conflict resolution, and nonprofit compliance. The Board shall have the right to provide input on the selection of officers and may reject an appointee with a two-thirds (2/3) majority vote. The Board may also recommend removal of an officer for misconduct, failure to perform duties, or ethical violations by a two-thirds (2/3) majority vote, subject to final approval by the Founder or Holder. All Board members shall serve fixed terms of two (2) years, which may be renewed by Board vote with final approval from the Founder or Holder. No part of the organization’s net earnings shall inure to the benefit of any private individual, including the Founder, except for reasonable compensation for services rendered in accordance with IRS regulations.
ARTICLE IV: BOARD OF DIRECTORS & OFFICERS
Section 1. General Powers
The Board of Directors shall manage the affairs of the corporation and shall have all powers necessary for the administration of the corporation’s activities in compliance with Idaho nonprofit laws and California nonprofit laws (for foreign registration), subject to the strategic oversight of the Founder. The Board shall have full governing authority over financial oversight, nonprofit compliance, and operational governance in accordance with California Corporation Code § 5210. The Founder may provide input on major strategic decisions, but the Board retains independent control over financial management and legal compliance.
The Board has the authority to:
- Review and approve annual budgets and financial reports.
- Ensure compliance with IRS 501(c)(3) regulations through independent financial oversight.
- Reject an officer appointment with a two-thirds (2/3) majority vote.
- Recommend removal of an officer for misconduct or ethical violations, subject to Founder/Holder approval.
Founder’s Override Authority:
The Founder may override any Board decision except for legally required financial oversight and IRS compliance matters.
Section 2. Number and Qualifications
The Board shall consist of no fewer than three (3) and no more than nine (9) directors. Directors must support the corporation's mission and objectives. The Founder has sole authority to appoint and dismiss board members.
Board of Directors:
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President (mandatory for quorum, appointed by the Founder) – The President serves as the chief executive officer, overseeing strategy, operations, and administration. They implement policies set by the Board, ensure compliance with nonprofit regulations, and advance the organization’s mission. Representing Ascoltando Inc. in official capacities, they oversee board meetings, donor relations, and strategic partnerships. The President signs contracts, approves major decisions, and works closely with the Board, Treasurer, and Legal Executive Director to maintain transparency and ethical leadership.
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Vice President (optional) – Assists the President and assumes duties in their absence.
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Treasurer (mandatory for quorum) – The Treasurer is responsible for overseeing financial planning, maintaining accurate records, ensuring compliance with Idaho Code § 30-30-110, and filing all required tax documents, including IRS Form 990. They present quarterly financial reports to the Board and Founder, manage financial audits, and ensure transparency. If the Holder position is vacant with no successor, the Treasurer assumes the role of Acting Holder with administrative authority for up to one year, ensuring stability.
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Secretary (mandatory for quorum) – The Secretary is responsible for maintaining the corporation’s official records, ensuring compliance with nonprofit regulations, and overseeing all documentation. They manage meeting minutes, maintain the bylaws, and ensure timely filing of required legal documents. The Secretary also coordinates Board communications, distributes agendas, and archives resolutions. Additionally, they act as a liaison for compliance with Idaho nonprofit laws and IRS regulations by ensuring all required documentation is properly stored and accessible. The Secretary plays a critical role in organizational governance by ensuring accuracy, transparency, and legal integrity in all records.
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Legal Executive Director (optional) – Provides oversight of all legal matters, ensures compliance with federal and state nonprofit laws, maintains organizational integrity, drafts and reviews contracts, oversees financial audits, ensures regulatory compliance, and serves as an internal advisor on governance and liability matters. This role also includes reviewing IRS compliance, monitoring board liability issues, advising on dispute resolution procedures, and ensuring adherence to all reporting requirements for tax-exempt organizations.
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Director of Fundraising (optional) – Oversees donor relations, grant applications, and sponsorship efforts.
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Auditory Assistance Director (optional) – Oversees initiatives related to helping individuals with hearing loss, tinnitus, and other auditory conditions.
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Italian Heritage Director (optional) – Promotes Italian culture, heritage, and related educational programs.
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Classical Music Director (optional) – Develops and supervises programs and events dedicated to classical music education and appreciation.
Section 3. Conflict Resolution
In the event of disputes within the Board, between committees, or regarding executive decisions, the following conflict resolution process shall apply:
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Internal Mediation: Any disputes must first be addressed through internal mediation facilitated by the Legal Executive Director within 30 days of the dispute being formally raised. The Legal Executive Director shall serve as a neutral party to guide discussions and attempt to reach an amicable resolution.
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Board Review: If mediation does not resolve the dispute within 60 days, the issue shall be presented to the Board of Directors, excluding any members directly involved in the dispute. The Board shall deliberate and issue a formal recommendation.
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External Mediation: If internal mediation and Board review fail to resolve the matter within 90 days, the dispute shall be escalated to an independent mediator with expertise in nonprofit governance, appointed by mutual agreement between the disputing parties. External mediation shall be completed within 30 days of initiation.
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Binding Arbitration: If mediation is unsuccessful, the dispute shall be submitted to binding arbitration under Idaho nonprofit dispute resolution laws. The arbitration decision shall be final and enforceable.
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Legal Oversight: The Legal Executive Director shall oversee compliance with this process, ensuring timely execution of each step. No legal action may be initiated against Ascoltando Inc. without exhausting this conflict resolution process in full.
ARTICLE V: COMMITTEES & CHAPTERS
Section 1. Committees
The committees of Ascoltando Inc. serve as essential components in fulfilling the organization’s mission by focusing on specific operational areas. These committees address finance, legal compliance, artistic programming, outreach, sponsorship, and community engagement. Each committee operates under the framework outlined in the Committee & Chapter Charter, which defines their roles, responsibilities, and authority. The Founder retains full authority to create, modify, or dissolve committees as needed. While committees provide recommendations and oversee initiatives, the Founder may override any decision that conflicts with the core objectives of the organization. Further details regarding committee governance and structure are specified in the Committee & Chapter Charter.
Section 2. Chapters
Chapters of Ascoltando Inc. are established in different regions to expand the organization's reach and impact. These chapters promote Ascoltando Inc.’s mission at a local level while ensuring alignment with the organization’s overall goals. Each chapter follows the governance guidelines specified in the Committee & Chapter Charter. The Founder retains full authority to establish, modify, or dissolve chapters as necessary. Further details regarding chapter governance, reporting, and operational requirements are outlined in the Committee & Chapter Charter.
ARTICLE VI: FINANCIAL TRANSPARENCY & COMPLIANCE
The Organization shall maintain accurate financial records in compliance with Idaho Code § 30-30-110. The Board of Directors shall approve an annual budget and review financial statements at least quarterly. The Treasurer shall prepare and present quarterly financial reports to the Board and Founder. The Legal Executive Director shall oversee financial audits and ensure regulatory compliance. The Organization shall file all required state and federal tax forms, including the IRS Form 990, to maintain nonprofit status. A financial oversight committee shall be appointed to review major expenditures, monitor compliance with financial policies, and ensure ethical management of funds. Financial records shall be maintained and made available for internal and external audits upon request.
The Board of Directors shall appoint an independent auditor to conduct annual financial reviews and report directly to the Board and the Founder. If annual revenue exceeds $2 million, the organization shall establish an independent Audit Committee to ensure financial transparency, separate from the Finance Committee.
Any financial transactions exceeding $5,000 must be approved by the entire Board, excluding the Founder or any individual with a direct financial interest in the transaction.
ARTICLE VII: CONFLICT OF INTEREST POLICY
Any board member, officer, or key personnel with a financial or personal interest in a transaction, contract, or decision involving Ascoltando Inc. must disclose the conflict in writing to the Board of Directors. Such individuals shall abstain from voting or influencing decisions where a conflict exists. All financial transactions involving conflicts of interest must be reviewed and approved by a majority of the disinterested board members in accordance with Idaho Code § 30-30-619. The Legal Executive Director is responsible for overseeing compliance with this policy, ensuring that all conflicts are documented, and recommending corrective actions when necessary. The Founder retains authority to determine appropriate actions regarding conflicts of interest, but must ensure compliance with Idaho nonprofit laws and IRS regulations to protect the organization’s 501(c)(3) status.
Any financial or operational decisions involving a conflict of interest shall require a Board review and independent approval before proceeding. The Legal Executive Director shall ensure compliance and document all conflict-of-interest disclosures.
A Board Ethics Committee may be established to review disputes and conflicts of interest before they escalate to mediation or arbitration.
ARTICLE VIII: BOARD ADVISORY ROLE IN AMENDMENTS
The Founder retains sole authority to amend, repeal, or modify these Bylaws at any time. However, the Board shall have the ability to formally submit advisory recommendations for amendments. These recommendations must be reviewed and acknowledged by the Founder before final approval. All amendments must comply with Idaho nonprofit laws and must not jeopardize the Organization’s 501(c)(3) status. Additionally, the Board shall conduct a mandatory review of the bylaws and governance policies every three years to ensure ongoing compliance with Idaho nonprofit laws and best practices.
CERTIFICATION
These Bylaws were adopted on this day, 09/15/2015, and shall remain in effect unless modified by the Founder.
Founder & President:
✍️ Luciano Marazzo
📅 09/15/2015
