Bylaws

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(Article II. Board of Directors)
(Article II. Board of Directors)
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== Article II. Board of Directors ==
 
== Article II. Board of Directors ==
# The Board of Directors (Board) shall serve without pay and consist of (7) members.
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===Section 1 — Board role, size and compensation===
# The Board Members should be in good faith of the members of the group.
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# Board members shall serve 1 year terms.
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#The board is responsible for overall policy and direction of the association, and delegates responsibility of day-to-day operations to volunteers and committees.
# Vacancies shall be filled by the Board, and be approved by majority of the membership should there be any contest to the Board’s decision.
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#There shall be up to Ten (10) officers but no fewer than Three (3) officers collectively referred to as 'The board'. The shall always be a President, a Treasurer, and a Secretary.
# Board members with (3) absences shall dismissed from the Board by decision of the majority remaining members so long as a quorum can be established.
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#No officer shall be compensated for their service as an officer, though the corporation may provide insurance and indemnity for officers as allowed by law.
''Suggested change:''
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#Board members with at least three absences may be dismissed from the Board by the majority of the remaining Board members so long as a quorum can be established.
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===Section 2 - Terms===
''Allows flexibility.  I wouldn't want the rules to force us to eject good board members because of a family emergency, etc.''
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#Board members shall serve 1 year terms.
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===Section 3 — Meetings and notice===
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#The board shall meet at least quarterly, at an agreed upon time and place.
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#An official board meeting requires that each board member receive written notice (such as email) at least 14 days, but not more than 2 months, in advance.
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====Section 4 -  Board election protocol===
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#Any member in good standing can nominate a candidate to the slate of nominees. Nominees must be members in good standing.  
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#Nominations should be submitted to the Secretary.
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#Elections will be held at the Annual Meeting except in the event of a vacancy or during a special meeting to form a new committee.
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#At least three board members must be elected to fill the positions of President, Treasurer, and Secretary.  
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#The Board shall have up to 10 elected members, but no fewer than 3.  
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#To be elected, nominees must receive a majority vote by the members present at the annual meeting or special meeting or by proxy.
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#Votes will be accepted on paper, ballot style to be taken up and counted by the secretary.
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#Additional board positions may be created or terminated at the annual meeting or special meeting by a majority vote of the members in attendance or by proxy.
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#Members shall be elected for any additional board positions.
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===Section 5 — Quorum===
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#Two thirds (2/3) of board members constitutes a quorum for business transactions to take place and motions to pass.
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===Section 6 — Officers and duties===
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#There shall be no less than three officers of the board, consisting of a Chair, Treasurer, and Secretary. Additional board positions are optional and their duties shall be amended to the bylaws in writing.
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#The President shall convene regularly scheduled board meetings, shall preside or arrange for other members of the Executive Committee to preside at each meeting. If the chair cannot make the meeting, the Chair shall arrange for another board member to preside at the meeting.
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#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.  
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#The Treasurer shall make a report on finances 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.
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===Section 7 — Vacancies===
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#When a vacancy on the board exists mid-term, the secretary must receive nominations for new board members from present board members one week 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 vacant board member's term
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===Section 8 — Resignation, termination, and absences===
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#Resignation from the board must be in writing and received by the Secretary.
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#A board member may be terminated from the board due to excess absences defined as more than two unexcused absences from board meetings in a year. Termination due to absence requires a simple majority of the remaining directors, provided a quorum can be established.
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#A board member may be removed for other reasons by a three-fourths (3/4) vote of the remaining directors.
  
 
== Article III. Officers ==
 
== Article III. Officers ==

Revision as of 03:43, 14 June 2011

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