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bylaws.md

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"Organization Name Here" BYLAWS

ARTICLE I. NAME AND MISSION

Section 1.1 Name

The name of this organization shall be “Organization Name Here.”

Section 1.2 Mission

“Organization Name Here” works together with our entire community to promote transparency, better understand problems, and support informed decisions. We apply open data and open source technology, convene civic volunteers, and engage community leadership to create data-driven solutions.

ARTICLE II. Participation

“Organization Name Here” participation is open to all individuals, non-profit organizations, public agencies, and all other interested parties.

ARTICLE III. BOARD OF DIRECTORS

Section 3.1 Election

“Organization Name Here” shall designate a Board of Directors who shall serve as Directors until death, resignation, or removal as provided by these bylaws.

Section 3.2 Number

The number of Directors may be increased or decreased without further amendment of these bylaws. At no time may the number of Directors be less than three (3).

Section 3.3 Powers

The Board of Directors shall have authority to conduct the affairs of the organization in accordance with these bylaws. The Board of Directors may by general resolution delegate to committees or to officers such powers as they deem appropriate.

Section 3.4 Meetings

Regular meetings of the Board of Directors shall be held at the place and time designated by the Board of Directors including phone conference calls, electronic communication, monthly or annual meetings, or otherwise called by a majority of the Board of Directors. Minutes of all meetings shall be made available.

Section 3.5 Special Meetings

Special meetings may be called by the Chair of the Board of Directors or a majority of the Board of Directors. Persons authorized to call special meetings shall provide notice of the time and location of such meetings and state the purpose thereof, and no other matter shall be considered by the Board of Directors at such special meeting except upon unanimous vote of all Directors present. Minutes of all meetings shall be made available.

Section 3.6 Electronic Communication

The Board of Directors may vote and decide on issues via electronic communication. Approval of issues or matters reviewed via electronic communication requires a majority of all Directors currently serving.

Section 3.7 Quorum

A quorum shall consist of a majority of the Directors. If at any meeting, less than a quorum is present, the majority may adjourn the meeting without further notice to the absent Directors.

Section 3.8 Appointment

New Directors shall be appointed by majority vote of existing Directors. Directors should take office immediately upon election.

Section 3.9 Removal

Any Director may be removed by majority vote of the remaining Directors for failure to act in the best interests of the organization or lack of sympathy with the stated purpose of the organization. A vote for removal shall be conducted at a regular meeting with the ensuing result effective immediately unless otherwise noted. A quorum must be present in order to conduct a vote to remove a Director.

Section 3.10 Organization Representation

Unless otherwise authorized by the Board of Directors, No Director or Member, or Participant, other than the Chair may speak in the name of the organization without prior authorization from the Board of Directors.

Section 3.11 Director Role

A Director may attend the meetings of the Board of Directors, and vote upon questions, which are considered by the Board of Directors.

ARTICLE IV. OFFICERS

Section 4.1 List of Officers

The primary officer of the organization shall be the Chair, unless otherwise designated by the Board. Depending on the needs of the organization, additional officers may be appointed by the board.

# Section 4.2 Officer Election

Officers shall be elected from among the Board of Directors annually in the first meeting of the calendar year by the Board of Directors. Officers may serve concurrent terms.

Section 4.3 Non-Board Officers

The Board of Directors, by simple majority, may appoint members who do not serve on the Board of Directors as additional officers to assist in carrying out the mission and needs of the Organization.

Section 4.4 Agenda

The Chair shall set the agenda for each meeting of the Organization, preside over meetings of the Board of Directors, supervise preparation of reports or documents as required to meet the interests of the organization. Any director may submit agenda items for consideration to the Chair.

Section 4.5 Duties of Officers

  • Chairperson: The Chairperson shall preside over all meetings, execute meeting agenda.
  • Vice Chairperson: The Vice Chairperson shall act for the Chairperson in his/her absence.
  • Treasurer: The Treasurer shall review and keep all records of the organization’s financial transactions and situations.
  • Secretary: The Secretary shall keep minutes, submit meeting notices, maintain records of attendance. and make reports as directed by the Board of Directors.

Section 4.6 Removal of Officers

Any officer can be removed from his or her position by a simple majority vote at any meeting of the Board of Directors.

ARTICLE V. POLICY AND PROCEDURE ADOPTION

Section 5.1 Meetings

These policies and procedures shall be adopted when approved by a majority of the members of the Board of Directors.

Section 5.2 Amendments

Amendments shall be made as needed and approved by a supermajority (greater than 66%) of the Board of Directors.