Article I - NAME AND PURPOSE
Section 1 - Name
The name of the organization shall be The SolSeed Intentional Society. It shall be a nonprofit organization incorporated under the laws of the State of Oregon.
Section 2 — Purpose
The purpose or purposes for which The SolSeed Intentional Society is organized are as follows;
- Said organization is organized exclusively for charitable, religious, educational, and scientific purposes, including, for such purposes, the making of distributions to organizations that qualify as exempt organizations under section 501 (c) (3) of the Internal Revenue Code, or corresponding section of any future federal tax code. This purpose would work for Focus on the Family or Amnesty International. Do you want people who read this (like me) to know what the Society is about?
- No part of the net earnings of the organization shall inure to the benefit of, or be distributable to its members, trustees, officers, or other private persons, except that the organization 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 purpose clause hereof.
- No substantial part of the activities of the organization shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the organization shall not participate in, or intervene in (including the publishing or distribution of statements) any political campaign on behalf of any candidate for public office.
- Notwithstanding any other provision of this document, the organization shall not carry on any other activities not permitted to be carried on (a) by any organization exempt from federal income tax under section 501 (c) (3) of the Internal Revenue Code, corresponding section of any future federal tax code, or (b) by an organization, contributions to which are deductible under section 170 (c) (2) of the Internal Revenue Code, or corresponding section of any future federal tax code.
Article II - MEMBERSHIP
Membership shall consist of the board of directors. This limits the membership to the board, which means you'll never have more than twelve members. Are you keeping the non-profit this small on purpose? Or do you want to differentiate between memebers and constituents? Do you want to allow non-voting members? I'm thinking of the College Faculy Senate at my school. We have only 21 members, but we represent more than 300 full-time faculty and more than 1000 part-time faculty. The members are the only ones who can vote and speak at meetings (unless asked to speak by the Senate), but the constituents are represented and are allowed to attend the meetings. Doing something like this would allow the group to grow.
Article III - BOARD OF DIRECTORS
Section 1 — Board role, size, and compensation
The board shall
A. Be responsible for overall policy and direction of the corporation, and delegates responsibility of day-to-day operations to the staff and committees;
B. Create long-term goals and benchmarks to meet the needs of the Organization, and evaluate these goals annually.
C. Ensure its goals, benchmarks, and annual supplements are available to the public;
C. Have up to 12, but not fewer than 4 members; and
D. Receive no compensation other than reasonable expenses.
1. how can you have staff and committees with only 4-12 members? Are the staff not eligible to be members of the organization they work for? 2. should the general policy be spelled out in the bylaws? Leaving it out allows the policy and direction to be completely at the disgression of the board, which means it could change (even 180 degrees) at any election of membership 3. you may want to say who gets to decide what's reasonable. 4. now you have possibly up to 12 people delegatingto a staff. that could cause lots of confusion without a strict structure.
Section 2 — Terms
A. All board members shall serve two-year terms, starting on the first day of the new fiscal year after election and ending on the last day of the second fiscal year.
B. All board members are eligible for re-election for up to five consecutive terms.
C. At the first meeting of the Board of Directors, the directors will draw lots for one-year terms in order to ensure staggered membership.
D. Board members who have served for five consecutive terms must remain off of the Board for one full year before being eligible for re-election.
Section 3 — Meetings and notice
A. The board shall meet the first week of each quarter.
B. The meeting time, date, and location (unless otherwise noted and agreed upon by a majority of the Board members) shall be 10 a.m. Monday at the Society headquarters.
C. All meetings are open. If, for any reason, the Board feels the need for a closed meeting, the Chair shall give written notice and justification for the coled meeting to all constituents at least three weeks prior to the proposed meeting. This may be done electronically.
D. Special meetings will be held on an as-needed basis with no less than two-weeks notification. They may be called by the chair or one-third of the members.
E. All meetings will be held face-to-face.
F. At least forty percent of the currently elected board members shall constitute a quorum for business transactions to take place and motions to pass.
Section 4 — Election of Board members
A. Election of members will take place at the regular meeting of the last quarter of each fiscal year of the corporation.
B. Only members finishing the first year of their two-year term are eligible to vote.
C. New directors shall be elected by a simple majority, provided there is a quorum present.
D. Directors so elected shall serve a term beginning on the first day of the next fiscal year.
E. Nominations for a Board of Directors (member) position must be submitted in writing to the current chair no later than 30 days prior to the regular meeting of the last quarter.
F. Nominations then must be distributed to all members no later than 21 days prior to the regular meeting of the last quarter.
G. The current chair shall run the elections and, if necessary, will be the deciding vote. Should the chair be running for election, the chair shall abstain from being the deciding vote, and a second vote must take place.
H. In order to be considered, nominees must be at least 18 years of age.
I. No proxy, absentee, or electronic voting will be allowed.
J. Each nominee will be voted on, even if there are fewer nominees than positions open.
Section 5 — Election of Officers
A. Board of Directors officers will be elected by incoming and continuing members.
B. Elections of officers will be held at a special meeting during the last quarter of the fiscal year.
C. On the first day of each year, the Board of Directors officers shall begin their one-year terms.
D. Each member may serve a specific officer position for no more than three consecutive years.
Section 6 — Officers and Duties
There shall be four officers of the board, consisting of a chair, vice-chair, secretary and treasurer. Their duties are as follows:
The chair shall
A. Call regularly scheduled board meetings;
B. Preside or arrange for other members of the Executive Committee to preside at each meeting in the following order: vice-chair, secretary, treasurer;
C. Create an agenda for each meeting;
D. Distribute agenda and draft minutes of previous meeting electronically to all Board members no less than 7 calendar days prior to each scheduled meeting;
E. Organize elections for officers and Board members for the upcoming year; and
F. Review the previous year’s minutes, and add all unfinished business to the agenda of first meeting of the fiscal year.
The vice-chair shall
A. Chair committees on special subjects as designated by the board;
B. Verify on a quarterly basis that web postings are accurate and up-to-date;
C. Perform the duties of teh chair in the chair's absence; and
D. Perform other offical duties in consultation with the chair.
The secretary shall
A. Be responsible for keeping records of board actions, including overseeing the taking of minutes at all board meetings, sending out meeting announcements, and assuring that corporate records are maintained;
B. Perform the duties of the chair in the chair and vice chair's absence;
C. Arrange for a meeting space for all scheduled meetings;
D. Track membership terms and report to the chair by the first meeting of the second term; and
E. Perform other offical duties in consultation with the chair.
The treasurer shall
A. Make a report at each board meeting;
B. Chair the finance committee;
C. Assist in the preparation of the budget;
D. Help develop fundraising plans;
E. Make financial information available to board members and the public; and
F. Perform other offical duties in consultation with the chair.
Section 7 — Resignation, absences, and termination
A. Resignation from the board must be in writing and received by both the chair and the secretary.
B. The chair may terminate a board member's term due more than two absences from board meetings in a year.
C. A board member may be removed due to a vote of non-confidence by a three-fourths vote of the remaining directors.
Section 8 — Voting
A. All members of the Board may vote. Members must be listed on the current membership list.
B. No proxy or absentee voting will be allowed.
C. Electronic voting by the group will be permitted at the chair’s discretion and under exceptional circumstances.
D. The chair shall be the deciding vote when needed. Otherwise, the chair shall abstain from voting.
Article IV — COMMITTEES
Section 1 — Committee formation
A. The Board may create and charge standing and ad hoc committees as needed.
B. The Board's chair appoints all committee chairs, in consultation with the Board members.
C. All standing committees must propose a set of bylaws to be approved by the Board within 1 year of being constituted.
Section 2 — Executive Committee
A. The four officers serve as the members of the Executive Committee.
B. Except for the power to amend the articles of incorporation and bylaws, the Executive Committee shall have all the powers and authority of the board of directors in the intervals between meetings of the board of directors, and is subject to the direction and control of the full board.
C. The purpose of the Executive Committee is to represent the Board and manage the day-to-day operations of the Board.
D. The Executive Committee will give a report of each meeting to the Board.
Section 3 — Finance Committee
A. The treasurer shall be the chair of the Finance Committee, which includes three other board members.
B. The Finance Committee is responsible for developing and reviewing fiscal procedures, fundraising plan, and annual budget with staff and other board members.
C. The board must approve the budget and all expenditures must be within budget.
D. Any major change in the budget must be approved by the board or the Executive Committee.
E. The fiscal year shall be the calendar year.
F. Annual reports are required to be submitted to the board showing income, expenditures, and pending income.
G. The financial records of the organization are public information and shall be made available to board members and the public.
Section 4 — Public Relations and Communications Committee
A. The vice chair shall be the chair of the Public Relations and Communications Committee (PRCC).
B. Membership is open.
C. The PRCC is charged with promoting the Organization and providing a means of communication between directors and staff. This shall include, but not be limited to, maintaining the Organization website, creating and updating an orientation for directors and staff, and publicizing elections and events.
D. The PRCC chair must report quarterly to the Board.
ARTICLE V — DIRECTORS AND STAFF
Section 1 — Executive Director
A. The executive director is hired by the board.
B. The executive director has day-to-day responsibilities for the organization, including carrying out the organization’s goals and policies.
C. The executive director will attend all board meetings, report on the progress of the organization, answer questions of the board members and carry out the duties described in the job description.
D. The board can designate other duties as necessary.
ARTICLE VI — AMENDMENTS
A. These bylaws may be amended when necessary by two-thirds majority of the board of directors.
B. Proposed amendments must be submitted to the secretary to be sent out with regular board agenda. Votes on changes will occur at the next regular meeting.
C. The Board of Directors will review its bylaws every even year.
These bylaws were approved at a meeting of the board of directors by a two-thirds majority vote on June 28, 2009.
Secretary needs to sign and date