BYLAWS OF

EMPOWERVISION INC.

 

A Nonprofit Corporation

 

Adopted effective as of September 2, 2026, and amended and restated in their entirety as set forth below.

 

ARTICLE I — NAME AND PURPOSE

 

Section 1.1. Name.

The name of the corporation is Empowervision Inc.

 

Section 1.2. Mission.

The mission of the Corporation is to bring together experienced individuals, resources, and communities around ideas worth building — connecting vision, capital, and capable people to projects and causes that create lasting public benefit.

 

Section 1.3. Purposes.

The Corporation is organized and shall be operated exclusively for charitable, educational, and community-benefit purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code of 1986, as amended (the "Code"), including without limitation:

• Supporting the restoration, revival, and public awareness of historic sites, corridors, and communities, including the Route 66 Project and comparable restoration or revival initiatives;

• Providing support to individuals and families affected by cancer and other serious illness;

• Advancing education and expanding access to educational opportunity ("educational proliferation"); and

• Undertaking such other charitable and community-benefit activities as the Board of Governors may from time to time approve, consistent with the Corporation's exempt purposes under Section 501(c)(3) of the Code.

 

No part of the net earnings of the Corporation shall inure to the benefit of, or be distributable to, any director, officer, or other private individual, except that the Corporation is authorized to pay reasonable compensation for services rendered and to make distributions and expenditures in furtherance of the purposes set forth in these Bylaws and in the Corporation's Articles of Incorporation.

 

ARTICLE II — OFFICES

 

Section 2.1. Principal Office.

The Corporation shall maintain a principal office at such place as the Board of Governors may designate from time to time.

 

Section 2.2. Other Offices.

The Corporation may also maintain offices at such other places, within or outside its state of incorporation, as the Board of Governors may determine or as the affairs of the Corporation may require.

 

ARTICLE III — NO MEMBERS

 

Section 3.1. Board-Governed Corporation.

The Corporation shall have no members within the meaning of applicable nonprofit corporation law. All rights that would otherwise vest in members are vested in the Board of Governors, which shall govern the Corporation in accordance with these Bylaws, the Articles of Incorporation, and applicable law.

 

ARTICLE IV — BOARD OF GOVERNORS

 

Section 4.1. General Powers.

The affairs of the Corporation shall be managed by, and under the direction of, a Board of Governors (the "Board"), which shall exercise all powers of the Corporation not reserved to others by law, the Articles of Incorporation, or these Bylaws, including the power to approve grants, contributions, and expenditures under Article VIII.

 

Section 4.2. Number and Qualifications.

The Board shall consist of not fewer than three (3) and not more than eleven (11) Governors, the exact number to be fixed from time to time by resolution of the Board. Governors need not be residents of any particular state. The Corporation's founder, Charlie Wiebe, shall serve as a Governor for so long as he wishes to serve, subject to the removal provisions of Section 4.7.

 

Section 4.3. Election and Term.

Governors shall be elected by a majority vote of the Governors then in office. Each Governor shall serve a term of three (3) years and until a successor is duly elected and qualified, or until earlier resignation, removal, or death. There shall be no limit on the number of consecutive terms a Governor may serve.

 

Section 4.4. Vacancies.

Any vacancy on the Board, whether arising from an increase in the authorized number of Governors or otherwise, may be filled by a majority vote of the remaining Governors, even if fewer than a quorum, and each Governor so elected shall serve for the unexpired term of the vacated position.

 

Section 4.5. Regular and Special Meetings.

The Board shall hold at least two (2) regular meetings each calendar year, at such times and places as the Board determines. Special meetings may be called by the Chair, or by any two (2) Governors, upon not less than five (5) days' notice given by any reasonable means, including electronic mail.

 

Section 4.6. Quorum and Voting.

A majority of the Governors then in office shall constitute a quorum for the transaction of business. Except as otherwise required by law, the Articles of Incorporation, or these Bylaws, the act of a majority of the Governors present at a meeting at which a quorum is present shall be the act of the Board.

 

Section 4.7. Resignation and Removal.

Any Governor may resign at any time by written notice to the Chair or Secretary. Any Governor may be removed, with or without cause, by a two-thirds (2/3) vote of the other Governors then in office, taken at a meeting called for that purpose.

 

Section 4.8. Action Without a Meeting; Remote Participation.

Any action required or permitted to be taken at a Board meeting may be taken without a meeting if all Governors consent in writing (including by electronic mail), and such consent is filed with the Corporation's records. Governors may participate in any meeting by telephone, video conference, or similar means by which all participants can hear one another, and such participation constitutes presence in person.

 

Section 4.9. Compensation.

Governors shall serve without compensation for their service as such, but may be reimbursed for reasonable expenses incurred in connection with their duties. Nothing in this Section shall preclude a Governor from being compensated for services rendered to the Corporation in a capacity other than as a Governor (e.g., as an employee or contractor), subject to Article IX.

 

ARTICLE V — OFFICERS

 

Section 5.1. Designated Officers.

The officers of the Corporation shall be a Chair, a Vice Chair, a Secretary, and a Treasurer, each elected by the Board from among its Governors or, at the Board's discretion. The Board may also appoint one or more Assistant Secretaries, Assistant Treasurers, or other officers as it deems appropriate. Any two offices, other than Chair and Secretary, may be held by the same person.

 

Section 5.2. Chair.

The Chair shall preside at meetings of the Board, serve as the Corporation's principal spokesperson, and perform such other duties as the Board may assign.

 

Section 5.3. Vice Chair.

The Vice Chair shall perform the duties of the Chair in the Chair's absence or incapacity, and such other duties as the Board or Chair may assign.

 

Section 5.4. Secretary.

The Secretary shall keep the minutes of Board meetings, ensure that required notices are given, maintain the Corporation's records, and perform such other duties as the Board may assign.

 

Section 5.5. Treasurer.

The Treasurer shall oversee the Corporation's financial accounts, ensure that accurate books and records are maintained, report on the Corporation's financial condition at each regular Board meeting, and perform such other duties as the Board may assign.

 

Section 5.6. Term and Removal.

Officers shall serve one-year terms and may be re-elected without limit. Any officer may be removed, with or without cause, by a majority vote of the Board.

 

ARTICLE VI — EXECUTIVE ADVISORY BOARD

 

Section 6.1. Purpose.

The Board may establish and maintain an Executive Advisory Board composed of individuals with relevant experience in leadership, finance, real estate, civic affairs, philanthropy, or other fields useful to the Corporation's mission. The Executive Advisory Board shall advise the Board of Governors on strategy, partnerships, and initiative development.

 

Section 6.2. Appointment and Authority.

Members of the Executive Advisory Board shall be appointed by, and serve at the pleasure of, the Board of Governors. The Executive Advisory Board is advisory only and shall have no voting power, fiduciary authority, or authority to bind the Corporation.

 

ARTICLE VII — COMMITTEES

 

Section 7.1. Establishment.

The Board may establish one or more committees, including an Audit Committee, Finance Committee, or Grants Committee, and may delegate to any such committee such authority as is permitted by law. Each committee shall consist of one or more Governors and, where useful, non-Governor advisors, and shall report regularly to the Board.

 

Section 7.2. Grants Committee.

The Board may designate a Grants Committee to review and recommend proposed grants, sponsorships, and charitable expenditures under Article VIII for Board approval, and to monitor the use of funds granted by the Corporation.

 

ARTICLE VIII — GRANTS, CONTRIBUTIONS, AND CHARITABLE EXPENDITURES

 

Section 8.1. General Grantmaking Authority.

In furtherance of its exempt purposes, the Corporation is authorized to receive charitable contributions and to make grants, contributions, sponsorships, program-related investments, and other expenditures of its funds and assets, subject to the oversight, approval, and reporting requirements of this Article VIII and to applicable law.

 

Section 8.2. Priority Initiatives.

Without limiting Section 8.1, the Board is specifically authorized to direct funding to:

• The Route 66 Project and other restoration, preservation, or revival initiatives involving historic sites, corridors, structures, or communities;

• Programs and services supporting individuals and families affected by cancer or other serious illness; and

• Programs that advance education and expand educational access and opportunity.

 

Section 8.3. Recipients — Nonprofit and For-Profit Entities.

The Corporation may make grants and other payments not only to organizations described in Section 501(c)(3) of the Code, but also to other nonprofit organizations, governmental entities, for-profit businesses, and individuals, where the Board determines that doing so is reasonably calculated to further the Corporation's exempt purposes. Such support may fund activities and functions including, without limitation:

• Paid labor, staffing, employees, and independent contractors engaged to carry out a supported project;

• Restoration of businesses, buildings, vehicles, and other property of historic, cultural, or community significance;

• Event planning and management in support of the Corporation's initiatives and public programs;

• Business development activities that advance a supported project or community;

• Property and land development undertaken in connection with a supported initiative;

• Investment in, or support of, struggling or early-stage businesses whose continued operation furthers the Corporation's charitable purposes (for example, by sustaining a historic business, corridor, or community); and

• Such other activities, ordinarily arising in the course of the Corporation's business, as the Board determines further the Corporation's exempt purposes.

 

Section 8.4. Safeguards for Non-Charitable Recipients.

Before making a grant or payment to a recipient that is not itself described in Section 501(c)(3) of the Code — including any for-profit business or individual — the Board (or the Grants Committee, if one is designated) shall take reasonable steps to ensure the funds will be used consistently with the Corporation's exempt purposes, which may include:

• Documenting the charitable purpose served by the grant or payment and how it furthers the Corporation's mission;

• Requiring a written grant agreement, contract, or similar instrument specifying the permitted use of funds;

• Exercising expenditure responsibility, or another comparable oversight standard, where required by the Code or as the Board otherwise deems prudent;

• Obtaining periodic reports, invoices, or other documentation accounting for the use of funds; and

• Requiring repayment or discontinuing further funding if funds are used for a purpose inconsistent with the grant.

 

Section 8.5. Approval Authority.

All grants, contributions, and expenditures under this Article VIII shall be approved by the Board or, where the Board has delegated such authority by resolution, by the Grants Committee or an officer, within limits and subject to reporting requirements set by the Board. The Board shall periodically review a summary of grants and expenditures made under any delegated authority.

 

Section 8.6. No Private Inurement or Improper Private Benefit.

Notwithstanding anything in this Article VIII to the contrary, no grant, contribution, investment, or other expenditure shall be made that would result in prohibited private inurement to any director, officer, or other insider of the Corporation, or that would provide more than an incidental private benefit to any private party, and every grant and expenditure shall be made in a manner consistent with the Corporation's continued qualification as an organization described in Section 501(c)(3) of the Code.

 

Section 8.7. Related Entities.

The Corporation may enter into agreements with, and provide funding, licenses, or support to, affiliated or related entities — including entities organized to conduct marketing, events, or campaign activities in support of the Corporation's initiatives, such as The Route 66 Project LLC — provided that any such arrangement is on terms that the Board determines to be fair and reasonable to the Corporation, is properly documented, and is consistent with 

 

Section 8.6 and Article IX.

 

ARTICLE IX — CONFLICTS OF INTEREST

Section 9.1. Policy.

The Corporation shall maintain and follow a written conflict of interest policy applicable to all Governors, officers, and key employees. Any Governor or officer with a financial interest, or whose family member or affiliated business has a financial interest, in a proposed grant, contract, transaction, or arrangement shall disclose that interest to the Board and shall not vote on, or otherwise improperly influence, the decision.

 

Section 9.2. Application to Grants.

The conflict of interest policy applies with equal force to grants, contributions, and expenditures made under Article VIII, including any proposed to a for-profit entity in which a Governor, officer, or related party holds an interest.

 

ARTICLE X — FISCAL MATTERS AND RECORDS

 

Section 10.1. Fiscal Year.

The fiscal year of the Corporation shall be set by resolution of the Board.

 

Section 10.2. Books and Records.

The Corporation shall maintain accurate books of account and minutes of the proceedings of the Board and any committees, and shall retain such records in accordance with a document retention policy adopted by the Board.

 

Section 10.3. Annual Reporting.

The Treasurer shall present, and the Board shall review, an annual financial report, including a summary of grants, contributions, and expenditures made under Article VIII, and the Corporation shall prepare such federal, state, and local filings as are required by law.

 

Section 10.4. Contracts, Checks, and Deposits.

The Board may authorize any officer or agent to enter into contracts or execute instruments on behalf of the Corporation. All checks, drafts, and orders for payment shall be signed by such person or persons as the Board designates.

 

ARTICLE XI — INDEMNIFICATION

 

Section 11.1. Indemnification of Governors and Officers.

The Corporation shall indemnify its Governors, officers, and, in the Board's discretion, its employees and agents, to the fullest extent permitted by applicable law, against liabilities and reasonable expenses incurred in connection with any proceeding arising from their service to the Corporation, provided that such person acted in good faith and in a manner reasonably believed to be in the best interests of the Corporation.

 

Section 11.2. Insurance.

The Corporation may purchase and maintain insurance on behalf of any person entitled to indemnification under this Article XI against any liability asserted against such person, whether or not the Corporation would have power to indemnify such person under applicable law.

 

ARTICLE XII — AMENDMENTS

 

Section 12.1. Amendment Procedure.

These Bylaws may be amended, in whole or in part, or new bylaws may be adopted, by a two-thirds (2/3) vote of the Governors then in office, at any regular or special meeting, provided that notice of the proposed amendment was given to each Governor at least ten (10) days in advance, unless such notice is waived.

 

ARTICLE XIII — DISSOLUTION

 

Section 13.1. Distribution of Assets.

In the event of dissolution or final liquidation of the Corporation, and after payment or provision for payment of all debts and liabilities, the remaining assets of the Corporation shall be distributed exclusively for one or more exempt purposes within the meaning of Section 501(c)(3) of the Code, or shall be distributed to the federal government, or to a state or local government, for a public purpose, as determined by the Board, consistent with the Corporation's Articles of Incorporation and applicable law. No assets shall inure to the benefit of any private individual.

 

ARTICLE XIV — GENERAL PROVISIONS

 

Section 14.1. Notices.

Any notice required under these Bylaws may be given in writing, by electronic mail, or by any other method reasonably calculated to provide actual notice, unless applicable law requires a specific method.

 

Section 14.2. Governing Law.

These Bylaws shall be governed by, and construed in accordance with, the nonprofit corporation law of the state in which the Corporation is incorporated.

 

Section 14.3. Severability.

If any provision of these Bylaws is held invalid or unenforceable, the remaining provisions shall continue in full force and effect.

 

Section 14.4. Conflict with Articles of Incorporation.

In the event of any conflict between these Bylaws and the Corporation's Articles of Incorporation, the Articles of Incorporation shall control.