Generic By Laws

Article 1 - Name and Location.Article 2 - Purpose.

2.1 - Charitable, Humane Organization. Community X is organized exclusively for charitable purposes:
a)
b)
c)

2.2 - Exclusively Nonprofit, Tax-exempt Activities. Notwithstanding any other provision of these articles, the corporation shall not carry on any other activities not permitted to be carried on (a) by a corporation exempt from federal income tax under section 501 (c) (3) of the Internal Revenue Code, or corresponding section of any future federal tax code, or (b) by a corporation, 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 3 - Fiscal Year.

The fiscal year of the corporation shall run from January 1 until December 31.

Article 4 - Board of Directors.

4.1 - Number. The Board of Directors shall consist of all members in good standing.

4.2 - Tenure, Renewal Terms, and Removal. A director's tenure begins at the Board meeting immediately following the certification by the Membership Committee that this person has successfully fulfilled the requirements of membership. Every other annual meeting, each and every director's tenure is renewed by consent of those present. In order to terminate a director's tenure for cause, a proposal to terminate said tenure must be made by another director at an annual or regular Board meeting. The director whose tenure may be terminated must be given reasonable notice and an opportunity to be heard at the meeting considering her or his termination. Provided a quorum is present, a consensus in favor of the director's removal shall cause said director's tenure to be terminated. The director whose tenure may be terminated does not participate in the call for consensus on the issue of her or his termination.
4.3 - Powers of the Board. The affairs of the corporation shall be managed by the directors who shall have and may exercise all the powers of the corporation, including but not limited to: a) approving all proposals and applications for funding; b) entering into agreements and contracts consistent with the purposes of the corporation; c) hiring the staff; d) electing the Chairperson President, Treasurer, and Clerk of the corporation at the annual directors' meeting.

4.4 - Annual Meeting and Regular Board Meeting. There shall be an annual meeting of directors on the third Sunday in August, where the officers of the corporation for the upcoming fiscal year shall be elected and all regular business and policy making shall occur. Additional regular Board meetings or committee meetings may be held as needed.

4.5 - Special Board Meetings. Special Board meetings may be called at any time by consent of ten percent (10%) of current directors in good standing.

4.6 - Notice. Reasonable notice to all directors must be given for all meetings. Two week's notice via e-mail, letter, or phone, shall be considered reasonable notice. In the case of a "special" meeting called in an emergency, forty-eight hours notice shall be considered reasonable.

4.7 - Quorum. At any directors meeting, the attendance of at least ten percent (10%) of the directors in good standing shall constitute a quorum.

4.8 - Action by Formal Consensus. When a quorum is present at any meeting, a consensus, using Formal Consensus (as defined in On Conflict and Consensus by C.T. Lawrence Butler and Amy Rothstein) shall decide any question.

4.9 - Compensation. The Board may from time to time determine in good faith, to compensate directors for their services, which may include expenses of attendance at meetings. Directors shall not be precluded form serving the corporation in any other capacity and receiving compensation for any such services.

4.10 - Committees. The directors, by consent, may elect or appoint one or more committees and may delegate to any such committee or committees any or all of their powers. The committee shall remain operative as long as it is deemed necessary by the directors.

Article 5 - Officers of the Corporation.

5.1 - Election. The president, treasurer, and clerk of the corporation shall be elected by the directors at the annual meeting of the directors. Only members in good standing may be elected officers. Further, the clerk shall be a resident of the state of incorporation. In addition, the directors may elect a convener, one or more facilitators and such assistant clerks and assistant treasurers as it may deem proper. No more than one office may be held by the same person.
5.2 - Tenure. Officers' terms are for one year, and until the succeeding officer is chosen and qualified.

5.3 - Renewal Terms. Any or all of the officers may be elected for renewal terms by the consent of the directors.

5.4 - Removal of Officers. Any officers' tenure may be terminated for cause by consent of the directors provided reasonable notice is given and the officer has an opportunity to speak at the directors meeting where her or his termination is being considered.

5.5 - Facilitator of the Board. The facilitator shall preside at all directors meetings, and shall have and perform such duties as may be assigned to her or him by the directors.

5.6 - President of the Corporation. The president shall be the chief executive officer of the corporation and, subject to the control of the directors, shall have general charge and supervision of the affairs of the corporation, including but not limited to being signatory of the corporate checking account.

5.7 - Treasurer. The treasurer shall be the chief financial officer and the chief accounting officer of the corporation, who shall be in charge of its financial affairs, and keep accurate records thereof. The treasurer may have such other duties and powers as designated by the directors, including but not limited to being signatory of the corporate checking account.

5.8 - Clerk. The clerk shall keep and maintain corporation files, including archives of the directors meetings notes, which shall be kept at the corporation's principle office in the state where the corporation is incorporated. Such records shall also include corporate articles of organization, by-laws, and the names and addresses of current directors.

5.9 - Other Officers and Agents. The directors may appoint such officers and agents as it may deem advisable, who shall hold their offices for such terms and shall exercise such power and perform such duties as shall be determined by the directors.

5.10 - Resignation. An officer may resign at any time for health or personal reasons.

5.11 - Vacancies. If the office of any officer becomes vacant, the directors may elect a successor, who shall serve until the next annual meeting at which point he or she could be elected to another term, or a different officer elected.

Article 6 - Execution of Papers.

Instruments. All deeds, leases, transfers, contracts, bonds, notes, checks, drafts, and other obligations made, accepted or endorsed by the corporation must be signed by the president or the treasurer. Any recordable instrument purporting to affect an interest in real estate, executed in the name of the corporation by two of its officers, of whom one is the president and the other is the treasurer, shall be binding of the corporation in favor of a purchaser or other person relying in good faith upon such instrument notwithstanding any inconsistent provisions of the articles of organization, by-laws, resolutions, or decisions of the corporation.

Article 7 - Personal Liability.

The directors and officers of the corporation shall not be personally liable for any debt, liability, or obligation of the corporation. All persons, corporations, or other entities extending credit to, contracting with, or having any claim against, the corporation, may look only to the funds and property of the corporation for the payment of any such contract or claim or for the payment of any debt, damages, judgment or decree, or of any money that may otherwise become due or payable to them from the corporation.

Article 8 - Disbursement of Earnings and Assets.

8.1 - Net Earnings. No part of the net earnings of the corporation shall inure to the benefit of, or be distributable to its members, officers, or other private persons, except that the corporation shall be empowered and authorized to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth in Article 2 hereof.

8.2 - Dissolution. Upon the dissolution of the corporation, assets shall be distributed for one or more exempt purposes within the meaning of section 501 (c) (3) of the Internal Revenue Code, or corresponding section of any future federal tax code, or in the manner prescribed by State Law Code, chapter 123, section 456, or corresponding chapter of any future state statue.

Article 9 - Amendments.

These by-laws may be altered, amended, or repealed in whole or in part by consent of the directors at two consecutive annual directors meetings.

Article 10 - Application of State Law Code c.123.

To the extent that any provision of these by-laws is inconsistent with State Law Code c.123, it is the intent of these by-laws that c.123 shall supersede these by-laws and apply. To the extent that these by-laws do not make provision for any corporate action, and c.123 does make such provision, c.123 shall apply.

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