CHAPTER CHARTER AGREEMENT BETWEEN

COLAGE

& ______,

A CHAPTER OF COLAGE, INC.

PREAMBLE

COLAGE, Inc. is a non-profit organization dedicated to engaging, connecting, and empowering people to make the world a better place for children of lesbian, gay, bisexual, and/or transgender parents and families.

ARTICLE 1: PURPOSE OF AGREEMENT

This document is an official agreement between COLAGE, Inc., a nonprofit corporation registered in the state of California, and the ______, a chapter of COLAGE, Inc hereafter referred to as “Chapter.” The purpose of this agreement is to clarify COLAGE, Inc.’s relationship with our Chapters, while also clarifying COLAGE, Inc.’s expectations of the Chapter and its commitment to the success of the Chapter in accomplishing its principles. The Chapter’s status as a registered chapter of COLAGE, Inc. depends on signing this Agreement and complying with its terms and conditions.

COLAGE, Inc. chapters are independent organizations which operate in a specific geographical region and support the aims of COLAGE, Inc.. This agreement constitutes the formal recognition of this independent organization as a COLAGE Chapter and defines the rights and obligations of both COLAGE, Inc. and the Chapter.

ARTICLE 2: CRITERIA FOR AFFILIATION

An individual or group of COLAGE members may apply for local charter status when they meet minimum criteria currently in effect, by action of COLAGE, Inc. COLAGE, Inc. shall be the sole authority in determining whether a group meets the necessary criteria.

Applicants must meet the following basic criteria to be eligible as a COLAGE chapter:

A.  Support of and adhere to COLAGE’s mission, vision, and core values.

B.  The applicant must focus on children, youth and/or adults with lesbian, gay, bisexual and/or transgender parents.

C.  Applicants that are primarily parenting support groups are not eligible.

D.  The COLAGE Chapter must serve all individuals and families with lesbian, gay, bisexual and transgender parents wishing to participate in the COLAGE Chapter.

E.  COLAGE Chapters may not focus solely on youth from a particular type of LGB and/or T family.

F.  All applicants must sign and adhere to this Chapter Agreement and the Fiscal Agreement.

G.  Applicants agree to abide to any and all other rules and guidelines set forth by COLAGE.

H. 

ARTICLE 3: RELATIONSHIP

COLAGE, Inc. and the Chapter understand and agree that COLAGE, Inc. and the Chapter are separately incorporated and governed legal entities; they are discrete institutions whose relationship is described and limited by this agreement. COLAGE, Inc. and the Chapter are not and shall not be considered joint ventures, partners, legal representatives or agents of each other. At no time shall either party act or represent itself to be acting in any of these capacities except by separate written agreement. Neither COLAGE, Inc. nor the Chapter shall have the right or power to bind or obligate the other party in any manner and shall not make, or represent that it has the power to make, any contract, agreement, representation, warranty or obligation, express or implied, on behalf of the other party unless a specific authority is delegated in writing from one to the other. COLAGE, Inc. does not assume any oversight or responsibility for the programs, activities, and actions of the Chapter and shall not be liable for any act, error, omission, debt or other liability or obligation of the other party.

ARTICLE 4: MISSION

The Chapter and the COLAGE, Inc. Foundation shall seek to mutually support, assist and promote the growth, mission and objectives of each of the other. The declared goals of the Chapter and those of COLAGE, Inc. must not be in opposition. Chapter shall endeavor to sponsor and conduct programs and activities that further the purposes and objectives of COLAGE, Inc., and shall use its best efforts to ensure that such programs and activities are of the highest quality with respect to content, materials, logistical preparation and otherwise. Chapter shall endeavor to use, to the extent possible, materials available through COLAGE, Inc. in support of such programs and activities. The Chapter will act in accordance with the official COLAGE Framework which outlines the values and approaches that COLAGE, Inc. embraces. Chapter shall send to COLAGE, Inc. on a regular basis a schedule of upcoming meetings, conferences and seminars, as well as other programs and activities that Chapter intends to sponsor or conduct. COLAGE, Inc. may, at its sole discretion, send representatives to observe such programs and activities.

ARTICLE 5: NAME

Irrespective of their locally incorporated names, the Chapter is authorized to assume and operate under the title "COLAGE [locale]" for all operations as a COLAGE chapter. The use of the name “COLAGE” by the Chapter must include the name of the chapter so as not to confuse communications from the COLAGE national organization with those of the Chapter. The Chapter’s authority to use the COLAGE name is governed by this agreement and may be terminated by COLAGE, Inc. in accordance with the provisions of this agreement.

ARTICLE 6: GEOGRAPHICAL LIMITS

This Chapter is authorized to cover the geographic region of [enter region]. COLAGE, Inc. will not seek to create or authorize the creation of any additional chapter within this geographic region without consulting with the Chapter.

ARTICLE 7: LOGOS AND TRADEMARKS

7.1. COLAGE, Inc. seeks to protect its interest in its trade and business marks in addition to ensuring that its good reputation is not tarnished by the improper use of those marks.

7.2. The Chapter is obliged to utilize the COLAGE, Inc. logo and name in all their related activities and are hereby authorized to do so by COLAGE, Inc.

7.3. Where necessary to disambiguate, a logo depicting the name of the Chapter (localized logo) may be used. Any such logo must be approved in advance by COLAGE, Inc.

7.4. The Chapter’s authority to use the COLAGE logo is governed by this agreement and may be terminated by COLAGE, Inc. in accordance with the provisions.

7.5. The use of the COLAGE, Inc. logo and localized logo by the Chapter shall be free of any payment or royalties.

7.6. The Chapter will as far as possible ensure that use of the logo and trademark does not create confusion with use by COLAGE, Inc..

7.7. Commercial use of the COLAGE, Inc. name, logo, or localized logo shall be subject to the terms of a separate trademark agreement between the two parties.

7.8. COLAGE, Inc. hereby authorizes the Chapter to utilize its additional logos and marks free of any payment or royalties, solely for their own use in publicity, fundraising, media relations and management.

7.9. Commercial use of these additional marks shall be subject to the terms of a separate trademark agreement between the two parties.

ARTICLE 8: CONDUCT

8.1. The Chapter shall seek to ensure in all dealings that it does not appear to speak for or act for COLAGE, Inc. except insofar as may be agreed upon with COLAGE, Inc. COLAGE, Inc. shall not speak or act on behalf of the Chapter except insofar as may be agreed upon with the Chapter.

8.2. The Chapter agrees to support the activities of COLAGE, Inc. so far as it is permitted to do so and to refrain from (a) engaging in any illegal activity; (b) engaging in any social or political activism which might distract from promoting free speech; and (c) engaging in any activity that might negatively impact the work or image of COLAGE, Inc.

8.3. COLAGE, Inc. agrees to support the activities of the Chapter and to not engage in any activity that might negatively impact the work or image of the Chapter.

ARTICLE 9: BYLAWS

9.1. The Chapter shall abide by and promote the purposes and objectives of COLAGE, Inc. as set forth in the most current version of COLAGE, Inc.’s mission, vision, goals and bylaws.

9.2. The Chapter may adopt its own bylaws for its operations provided that these bylaws are not contrary to or inconsistent with the COLAGE, Inc. bylaws. The Chapter shall supply to COLAGE, Inc. a copy of its bylaws and/or incorporation documents when applicable. The Chapter shall submit all bylaw amendments to COLAGE, Inc. for review and comment to allow for informed compliance with this provision.

9.3. The Chapter shall be required to advise COLAGE, Inc. of any planned or actual change in the bylaws or status of the Chapter which might affect COLAGE, Inc. or the continued existence or effectiveness of this contract.

9.4. COLAGE, Inc. shall be required to advise the Chapter of any planned or actual change in the bylaws or status of COLAGE, Inc. which might affect the Chapter or the continued existence or effectiveness of this contract.

ARTICLE 10: FISCAL MANAGEMENT

All chapters conducting fundraising must find a fiscal sponsor. Chapter may elect to choose COLAGE, Inc. as its fiscal sponsor or choose a local non-profit organization in their area to act as fiscal sponsor.

Chapters electing COLAGE, Inc as its fiscal sponsor must follow these guidelines:

Receiving gifts or donations on behalf of COLAGE:

Any event or request for funds solicited on behalf of COLAGE must require that all gifts be made payable to: COLAGE. No individuals may accept donations on behalf of COLAGE; checks must be made payable to either COLAGE or the Chapter’s fiscal sponsor. The Chapter must make two (2) copies of all donation checks and submit one copy and the original checks to COLAGE for deposit. The second copy is for the chapter’s files. Any checks written to individuals will not be accepted and are not considered gifts or donations to COLAGE and are not tax-deductible. Please discourage gifts of cash if possible. If cash gifts are received, please provide the donor with a receipt for the cash and submit a copy of the receipt and the cash to COLAGE for deposit. Please submit all checks for deposit within two (2) weeks of the check’s date. Under no circumstances may a chapter “sell” items on behalf of COLAGE. These would be considered inventory items and would require detailed accounting.

All funds collected by a Chapter will be earmarked for specific use for that chapter. 20% of the collected funds will be used for COLAGE national to pay for specific relevant operating expenses including, but not limited to: liability insurance, accounting, maintenance of 501(c)(3) status (including annual tax returns and state and federal compliance requirements), and annual audit review.

Reimbursement of expenses:

Funds raised by a Chapter are available for Chapter expenses (see above paragraph). Please submit in advance of an event a basic budget or explanation of foreseen expenses. All expenses will be paid on a reimbursement basis. Once a completed reimbursement form is submitted with corresponding receipts attached, the individual will be reimbursed within ten (10) business days. COLAGE will make every attempt to reimburse funds immediately, so that there will be no financial hardship to the Chapter volunteer requesting reimbursement. Please submit reimbursement requests within two (2) weeks of the original expense. Requests submitted without proper documentation and/or receipts will not be reimbursed. It is highly recommended that each Chapter keep copies of all receipts and reimbursement requests for their files.

Publicity:

Any fundraising events or fund solicitations on behalf of COLAGE must be approved by an authorized COLAGE staff member. All publicity for such activities must also be submitted for approval if COLAGE appears in the text, whether written or electronic.

Conflict of Interest:

Chapters agree not to separately incorporate as a Section 501(c)(3) non-profit organization under the Internal Revenue Code. Chapters further agree not to use the COLAGE name as the name of any separately incorporated entity.

ARTICLE 11: ACTIVITY REPORT

10.1. The Chapter shall supply a written activity and financial report at least once a year to COLAGE, Inc., within four months of each Chapter year end.

10.2. COLAGE, Inc. shall supply a written activity and financial report from the COLAGE, Inc. Board to the Chapter within four months of each COLAGE, Inc. Foundation year end.

10.3. The Chapter is to bear ole responsibility for managing, supervising, directing and controlling the business, funds, assets, and property of this association and is expected to create and submit to the Council Chapter operational resolutions to accomplish the goals of COLAGE, Inc.

10.4. The Chapter shall maintain reasonable records related to all of its program, activities and operations, including without limitation, minutes of the meetings of its members and board of directors, is any. Chapter shall submit regular written reports, as outlined in the Bylaws, to COLAGE, Inc. summarizing its programs, activities and operations, including but not limited to budget, financial statements, and a roster of current Chapter members with contact information.

10.5. Upon written request of COLAGE, Inc. and at COLAGE, Inc.’s expense, Chapter shall permit COLAGE, Inc. or its agent to review appropriate records of Chapter pertaining to its program, activities and operations. Alternatively, Chapter shall send to COLAGE, Inc. copies of such records.

ARTICLE 12: DURATION AND REVOCATION

The term of this agreement is one year and is automatically renewed unless notice is given three months in advance by either party. Notice of revocation needs to be made in writing and given to the other party. Upon termination of this agreement, the Chapter will cease to be recognized. Either party may terminate this charter on 30 days written notice. In the event of breach by a party, the other may terminate immediately by written notice. Upon termination by either party for any reason, the chapter shall cease utilizing the name “COLAGE,” which is owned completely and exclusively by COLAGE, Inc. and may no longer claim any affiliation with COLAGE, Inc.