== 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 ==
=== Section 1 — 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 is responsible for overall policy and direction of the corporation, and delegates responsibility of day-to-day operations to the staff and committees. The board shall have up to 12, but not fewer than 4 members. The board receives 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 ===
The board shall meet at least quarterly, at an agreed upon time and place. An official board meeting requires that each board member have written notice at least two weeks in advance. '''''I know some of these questions are answered elsewhere. I've found, though, that it's better to be redundant in bylaws than to have someone look for "which meeting will the vote take place" here and not find it. 1. Agreed upon by at least how many board members? 2. What if not everyone is available? 3. Who's in charge of reserving space, contacting everyone, and compiling availability? 4. Who creates and sends out the agenda? 5. When does the agenda need to be sent out? 6. Are meetings open or closed to the public? 7. If they're generally open, what is the process for having a closed meeting, when needed? 8. Who makes the decision regarding having more than one quarterly meeting? 9. Are all meetings face-to-face? 10. At which meeting will elections for membership and officers be held? 11. Will the membership and officer elections take place at the same meeting? 12. If elections are not held at meetings, when and where will they be done?'''''
=== Section 4 — Board elections ===
During the last quarter of each fiscal year of the corporation, the board of directors shall elect Directors to replace those whose terms will expire at the end of the fiscal year. This election shall take place during a regular meeting of the directors, called in accordance with the provisions of these bylaws. '''''1. "Directors" is lower case since you're not speaking about a specific director. That said, though "Board of Directors" and "The Board" should always be capitalized since you're referring to the specific name of the entity. 2. When will your fiscal year end? 3. "A" regular meeting means it could be any meeting during those three months. 4. When does the elected term start? 5. When do the nominations have to be handed in? 6. Who is eligible to nominate people? 7. Who are the nominations sent to? 8. In what manner do nominations need to be sent? 9. Will the nominee(s) be asked to be available for questions before the election? 10. Who will run the election? 11. This shows that Board members are the only people allowed to vote. Do you wish this to be the case? What about the people who work at the NPO? 12. What are the qualifications for being a board member? 13. Are all board members allowed to vote? What about people who are up for re-election? Do you want just people who are finishing the first year of their two-year term to be eligible to vote? 14. Is electronic or proxy voting allowed? 15. Can voting be put off until a later meeting (that the one originally intended) at the board's disgression if they agree to have another meeting in that quarter? 16. If the vote is put off, can more people be nominated? 16. What happens when the time for voting comes and only 3 people total want to be on the board?'''''
=== Section 5 — Election procedures ===
New directors shall be elected by a majority of directors present at such a meeting, provided there is a quorum present. Directors so elected shall serve a term beginning on the first day of the next fiscal year. '''''Please see questions in the above section.'''''
=== Section 6 — Quorum ===
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 7 — 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 convene regularly scheduled board meetings, shall preside or arrange for other members of the Executive Committee to preside at each meeting in the following order: vice-chair, secretary, treasurer.
The vice-chair shall chair committees on special subjects as designated by the board.
The secretary shall be responsible for keeping records of board actions, including overseeing the taking of minutes at all board meetings, sending out meeting announcements, distributing copies of minutes and the agenda to each board member, and assuring that corporate records are maintained.
The treasurer shall make a report at each board meeting. The treasurer shall chair the finance committee, assist in the preparation of the budget, help develop fundraising plans, and make financial information available to board members and the public.
=== Section 8 — Vacancies ===
When a vacancy on the board exists mid-term, the secretary must receive nominations for new members from present board members two weeks in advance of a board meeting. These nominations shall be sent out to board members with the regular board meeting announcement, to be voted upon at the next board meeting. These vacancies will be filled only to the end of the particular board member's term.
=== Section 9 — Resignation, termination, and absences ===
Resignation from the board must be in writing and received by the secretary. A board member shall be terminated from the board due to excess absences, more than two unexcused absences from board meetings in a year. A board member may be removed for other reasons by a three-fourths vote of the remaining directors.
=== Section 10 — Special meetings ===
Special meetings of the board shall be called upon the request of the chair, or one-third of the board. Notices of special meetings shall be sent out by the secretary to each board member at least two weeks in advance.
== Article IV — COMMITTEES ==
=== Section 1 — Committee formation ===
The board may create committees as needed, such as fundraising, housing, public relations, data collection, etc.
The board Chair appoints all committee chairs.
=== Section 2 — Executive Committee ===
The four officers serve as the members of the Executive Committee. 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.
=== Section 3 — Finance Committee ===
The treasurer is the chair of the Finance Committee, which includes three other board members. The Finance Committee is responsible for developing and reviewing fiscal procedures, fundraising plan, and annual budget with staff and other board members. The board must approve the budget and all expenditures must be within budget. Any major change in the budget must be approved by the board or the Executive Committee. The fiscal year shall be the calendar year.
Annual reports are required to be submitted to the board showing income, expenditures, and pending income. The financial records of the organization are public information and shall be made available to board members and the public.
== ARTICLE V — DIRECTORS AND STAFF ==
=== Section 1 — Executive Director ===
The executive director is hired by the board.
The executive director has day-to-day responsibilities for the organization, including carrying out the organization’s goals and policies. 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. The board can designate other duties as necessary.
== ARTICLE VI — AMENDMENTS ==
=== Section 1 — Amendments ===
These bylaws may be amended when necessary by two-thirds majority of the board of directors. Proposed amendments must be submitted to the secretary to be sent out with regular board announcements.
== CERTIFICATION ==
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''