BYLAWS of Salt Lake Saves Darfur, Inc.-AMENDED (Article III, Sec.2)
| By Chuck - Jul 8th, 2007 at 6:26 pm EDT |
| Also listed in: Salt Lake Saves Darfur |
BYLAWS OF Salt Lake Saves Darfur
ARTICLE I - NAME, PURPOSE
Section 1: The name of the organization shall be Salt Lake Saves Darfur.
Section 2: Salt Lake Saves Darfur is organized exclusively for charitable, scientific and educational purposes, more specifically to increase the awareness of the general public in the greater Salt Lake region of the State of Utah, of the State of Utah as a whole, and of the inter-mountain Western region of the United States in order to foster the collection and conveyance of relief to the people of the Darfur region of Western Sudan, or for such other charitable, scientific or educational undertakings as are authorized by the Board.
ARTICLE II - MEMBERSHIP
Section 1: Membership shall be open to all without barrier or fee regardless of gender, age, race, creed, color, origin, place of residence, religious preference, sexual preference, political preference or disability. Voting membership shall be granted only to members who have registered for membership at: Link
ARTICLE III - ANNUAL MEETING
Section 1: Annual Meeting. The date of the regular annual meeting shall be the third Sunday in June each year at a time and place set forth by the Board of Directors.
Section 2: Special meetings. Special meetings may be called by the
Chair or the Executive Committee. Such meetings may include meetings conducted by the Board through the viewing of discussions and motions posted to the Board internet group at SLSDBoard@googlegroups.com. In the case of meetings conducted in this fashion, motions may be entertained, and voting on such tendered motions through votes posted by the Directors to the Board internet group will occur and last for a period of time determined by and posted to the internet group by the Chair after a motion is seconded, but in no case will that period of time be less than 24 hours. The enrolled membership of the Board internet group at the time that a motion is seconded will constitute
the determination of a quorum.
Section 3: Notice. Notice of each meeting shall be given to each member, by mail or e-mail, not less than ten days before the meeting. Notice given by e-mail message not less than ten days before a meeting to the listserv at: saltlakesavesdarfur@groups.savedarfur.org shall constitute sufficient notice of meetings.
ARTICLE IV - BOARD OF DIRECTORS
Section 1: Board Role, Size, and Compensation. The Board is responsible for overall policy and direction of Salt Lake Saves Darfur, and delegates responsibility for day-to-day operations to the Chairperson and committees. The Board shall have up to eight and not fewer than five members. Two members of the Board shall be Members-at-large elected by the membership. The Board receives no compensation other than reasonable expenses.
Section 2: Meetings. The Board shall meet at least quarterly, at an agreed upon time and place.
Section 3: Board Elections. The first Board of Directors will be appointed by Charles Bruder, the founding member of Salt Lake Saves Darfur who will serve as the initial Chair. Election of new officers-elect or election of current officers to a subsequent term will occur as the first item of business at the annual meeting of the corporation. Officers-elect will be elected from the membership by a simple majority vote of the directors. Members-at-large-elect of the Board will be elected by a simple majority of the members present at the annual meeting provided that a quorum of the Board is present. Failing such a quorum at the annual meeting, the current officers and directors will be considered re-elected. Directors-elect will serve as parallel non-voting members with the current Board until the first day of January of the succeeding year at which time they will assume the position of Director for their elected term. The departing Chair will continue to serve as an ex-officio member of the Board for the remainder of his/her elected term and for the succeeding term and will then leave the Board for at least one term.
Section 4: Terms. All Board members shall serve one year terms, but are eligible for re-election, with the exception of the Chair subject to the provisions of Section 3 of this Article, above.
Section 5: Quorum. A quorum of the Board of Directors must be attended by at least sixty percent of the Board members before business can be transacted or motions made or passed. Attendance may be in person or via teleconference or via the Internet.
Section 6: Notice. An official Board meeting requires that each Board member have written notice via mail or e-mail two weeks in advance.
Section 7. Officers and Duties. There shall be five officers of the Board consisting of a Chair, Vice Chair, Program 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 and Treasurer.
The Vice-Chair will chair committees on special subjects as designated by the Board.
The Program Chair shall be responsible for the proposal of programs for ratification by the Board to further the purpose of Salt Lake Saves Darfur, together with the design and implementation of such programs as are ratified 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. 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, nominations for new members may be received from present Board members by the Secretary 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 dropped for excess absences from the Board if s/he has three 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 postmarked or e-mailed two weeks in advance.
Section 11: Procedure. The meetings of the Board will occur following the procedures as laid out in Robert's Rules of Order.
Section 12: Ratification. Ratification of seconded motions made by any member of the Board to the Board of Directors shall occur with a majority vote of the directors assembled with a quorum present. The Chair will not cast a vote except in the instance to break a tie vote of the assembled directors.
ARTICLE V - COMMITTEES
Section 1: The Board may create committees as needed, such as fundraising, housing, etc. The Board Chair appoints all committee chairs, with the exception of the Chair of the Finance Committee and the Chair of the Program Committee who shall be elected pursuant to the provisions of Article IV, Section 3 of these Bylaws.
Section 2: The five 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 of the powers and authority of the Board of Directors in the intervals between meetings of the Board of Directors, subject to the direction and control of the Board of Directors.
Section 3: Finance Committee. The Treasurer is chair of the Finance Committee, which includes three other Board members. The Finance Committee is responsible for developing and reviewing fiscal procedures, a fundraising plan, and annual budget with staff and other Board members. The Board must approve the budget, and all expenditures must be within the 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 the membership, Board members and the public.
Section 4: Program Committee. The Program Committee shall be chaired by the Program Chair and shall prepare for consideration by the Board a proposal containing a specific plan of action and budget for each activity undertaken by Salt Lake Saves Darfur. The Board must approve the plan and budget, and all expenditures must be within the budget. Once this plan of action and budget is accepted and ratified by the Board, they may not be substantially modified without the approval of the Board.
ARTICLE VI - ETHICS
Section 1: Conformity with law. The Board will ensure that Salt Lake Saves Darfur conforms to the laws of the State of Utah and the United States of America at all times, and that Salt Lake Saves Darfur conducts itself at all times in an ethical fashion.
Section 2: Conflicts of Interest. No member may serve on the Board if that member may derive any financial gain or profit from any activity undertaken by Salt Lake Saves Darfur. All members of the Board are required to annually certify that they are free from any conflicts of interest. The Board may not authorize any activity, affiliation, sponsorship or expenditure by Salt Lake Saves Darfur that may result in the financial gain or profit by a member of the Board.
Section 3: Sponsorship. The Board will authorize expenditures, affiliation with, sponsorship or co-sponsorship of any activity, and will lend the name of Salt Lake Saves Darfur for use by the activity only after ensuring that such activity is fully ethical and lawful and free of any conflict of interest. The use of the name of Salt Lake Saves Darfur in sponsorship of or affiliation with any activity will only be authorized by a majority vote of the Board.
ARTICLE VII - AMENDMENTS
Section 1: These Bylaws may be amended when necessary by a two-thirds majority of the Board of Directors. Proposed amendments must be submitted to the Secretary to be sent out with regular Board announcements.
These Bylaws were approved at a meeting of the membership of Salt Lake Saves Darfur on this 20th day of May, 2007.
Chuck Bruder, Ph. D.
Wendy Sears
Rebecca Simmons
Vivi Wren
Gerry Lazar
Randy Ferguson
Tiffany Riddle
Donna Russell
Stuart Graves
Nelle Ward
Henry Ward
Adam Ford
Willy Nevins
[1] AMENDED on the 8th day of July, 2007 to revise Article III, Section 2 to permit the conduct of business at meetings conducted on the internet. AYE votes by Sears, Wrenn, Simmons, Ferguson and Riddle. NO opposed. Lazar is absent.
ARTICLE I - NAME, PURPOSE
Section 1: The name of the organization shall be Salt Lake Saves Darfur.
Section 2: Salt Lake Saves Darfur is organized exclusively for charitable, scientific and educational purposes, more specifically to increase the awareness of the general public in the greater Salt Lake region of the State of Utah, of the State of Utah as a whole, and of the inter-mountain Western region of the United States in order to foster the collection and conveyance of relief to the people of the Darfur region of Western Sudan, or for such other charitable, scientific or educational undertakings as are authorized by the Board.
ARTICLE II - MEMBERSHIP
Section 1: Membership shall be open to all without barrier or fee regardless of gender, age, race, creed, color, origin, place of residence, religious preference, sexual preference, political preference or disability. Voting membership shall be granted only to members who have registered for membership at: Link
ARTICLE III - ANNUAL MEETING
Section 1: Annual Meeting. The date of the regular annual meeting shall be the third Sunday in June each year at a time and place set forth by the Board of Directors.
Section 2: Special meetings. Special meetings may be called by the
Chair or the Executive Committee. Such meetings may include meetings conducted by the Board through the viewing of discussions and motions posted to the Board internet group at SLSDBoard@googlegroups.com. In the case of meetings conducted in this fashion, motions may be entertained, and voting on such tendered motions through votes posted by the Directors to the Board internet group will occur and last for a period of time determined by and posted to the internet group by the Chair after a motion is seconded, but in no case will that period of time be less than 24 hours. The enrolled membership of the Board internet group at the time that a motion is seconded will constitute
the determination of a quorum.
Section 3: Notice. Notice of each meeting shall be given to each member, by mail or e-mail, not less than ten days before the meeting. Notice given by e-mail message not less than ten days before a meeting to the listserv at: saltlakesavesdarfur@groups.savedarfur.org shall constitute sufficient notice of meetings.
ARTICLE IV - BOARD OF DIRECTORS
Section 1: Board Role, Size, and Compensation. The Board is responsible for overall policy and direction of Salt Lake Saves Darfur, and delegates responsibility for day-to-day operations to the Chairperson and committees. The Board shall have up to eight and not fewer than five members. Two members of the Board shall be Members-at-large elected by the membership. The Board receives no compensation other than reasonable expenses.
Section 2: Meetings. The Board shall meet at least quarterly, at an agreed upon time and place.
Section 3: Board Elections. The first Board of Directors will be appointed by Charles Bruder, the founding member of Salt Lake Saves Darfur who will serve as the initial Chair. Election of new officers-elect or election of current officers to a subsequent term will occur as the first item of business at the annual meeting of the corporation. Officers-elect will be elected from the membership by a simple majority vote of the directors. Members-at-large-elect of the Board will be elected by a simple majority of the members present at the annual meeting provided that a quorum of the Board is present. Failing such a quorum at the annual meeting, the current officers and directors will be considered re-elected. Directors-elect will serve as parallel non-voting members with the current Board until the first day of January of the succeeding year at which time they will assume the position of Director for their elected term. The departing Chair will continue to serve as an ex-officio member of the Board for the remainder of his/her elected term and for the succeeding term and will then leave the Board for at least one term.
Section 4: Terms. All Board members shall serve one year terms, but are eligible for re-election, with the exception of the Chair subject to the provisions of Section 3 of this Article, above.
Section 5: Quorum. A quorum of the Board of Directors must be attended by at least sixty percent of the Board members before business can be transacted or motions made or passed. Attendance may be in person or via teleconference or via the Internet.
Section 6: Notice. An official Board meeting requires that each Board member have written notice via mail or e-mail two weeks in advance.
Section 7. Officers and Duties. There shall be five officers of the Board consisting of a Chair, Vice Chair, Program 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 and Treasurer.
The Vice-Chair will chair committees on special subjects as designated by the Board.
The Program Chair shall be responsible for the proposal of programs for ratification by the Board to further the purpose of Salt Lake Saves Darfur, together with the design and implementation of such programs as are ratified 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. 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, nominations for new members may be received from present Board members by the Secretary 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 dropped for excess absences from the Board if s/he has three 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 postmarked or e-mailed two weeks in advance.
Section 11: Procedure. The meetings of the Board will occur following the procedures as laid out in Robert's Rules of Order.
Section 12: Ratification. Ratification of seconded motions made by any member of the Board to the Board of Directors shall occur with a majority vote of the directors assembled with a quorum present. The Chair will not cast a vote except in the instance to break a tie vote of the assembled directors.
ARTICLE V - COMMITTEES
Section 1: The Board may create committees as needed, such as fundraising, housing, etc. The Board Chair appoints all committee chairs, with the exception of the Chair of the Finance Committee and the Chair of the Program Committee who shall be elected pursuant to the provisions of Article IV, Section 3 of these Bylaws.
Section 2: The five 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 of the powers and authority of the Board of Directors in the intervals between meetings of the Board of Directors, subject to the direction and control of the Board of Directors.
Section 3: Finance Committee. The Treasurer is chair of the Finance Committee, which includes three other Board members. The Finance Committee is responsible for developing and reviewing fiscal procedures, a fundraising plan, and annual budget with staff and other Board members. The Board must approve the budget, and all expenditures must be within the 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 the membership, Board members and the public.
Section 4: Program Committee. The Program Committee shall be chaired by the Program Chair and shall prepare for consideration by the Board a proposal containing a specific plan of action and budget for each activity undertaken by Salt Lake Saves Darfur. The Board must approve the plan and budget, and all expenditures must be within the budget. Once this plan of action and budget is accepted and ratified by the Board, they may not be substantially modified without the approval of the Board.
ARTICLE VI - ETHICS
Section 1: Conformity with law. The Board will ensure that Salt Lake Saves Darfur conforms to the laws of the State of Utah and the United States of America at all times, and that Salt Lake Saves Darfur conducts itself at all times in an ethical fashion.
Section 2: Conflicts of Interest. No member may serve on the Board if that member may derive any financial gain or profit from any activity undertaken by Salt Lake Saves Darfur. All members of the Board are required to annually certify that they are free from any conflicts of interest. The Board may not authorize any activity, affiliation, sponsorship or expenditure by Salt Lake Saves Darfur that may result in the financial gain or profit by a member of the Board.
Section 3: Sponsorship. The Board will authorize expenditures, affiliation with, sponsorship or co-sponsorship of any activity, and will lend the name of Salt Lake Saves Darfur for use by the activity only after ensuring that such activity is fully ethical and lawful and free of any conflict of interest. The use of the name of Salt Lake Saves Darfur in sponsorship of or affiliation with any activity will only be authorized by a majority vote of the Board.
ARTICLE VII - AMENDMENTS
Section 1: These Bylaws may be amended when necessary by a two-thirds majority of the Board of Directors. Proposed amendments must be submitted to the Secretary to be sent out with regular Board announcements.
These Bylaws were approved at a meeting of the membership of Salt Lake Saves Darfur on this 20th day of May, 2007.
Chuck Bruder, Ph. D.
Wendy Sears
Rebecca Simmons
Vivi Wren
Gerry Lazar
Randy Ferguson
Tiffany Riddle
Donna Russell
Stuart Graves
Nelle Ward
Henry Ward
Adam Ford
Willy Nevins
[1] AMENDED on the 8th day of July, 2007 to revise Article III, Section 2 to permit the conduct of business at meetings conducted on the internet. AYE votes by Sears, Wrenn, Simmons, Ferguson and Riddle. NO opposed. Lazar is absent.
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