Bylaws of Ecology Crossroads
Preamble, Bylaws and Definitions
Preamble to the Bylaws of the Bylaws
The Bylaws of the Ecology Crossroads have been written as a guide to the operation and governance of this organization. These Bylaws are subject to amendment, modification, and repeal by majority vote of the Board of Trustees or the General Membership; however, such amendment, modification, or repeal shall never be contrary to any law or part of any law, or any that may effect the nonprofit tax-status of the organization.
The Bylaws are essentially our governing rules; they effect membership, terms of officer's duties, terms of trustee's duties, the scope of all duties, the size of our governing body, qualifications of members, times in which various matters are carried out, and many other things not included in our Certificate of Organization, aka Articles of Incorporation. At no time may any bylaw herein be contrary to any Article of the Incorporating document.
While these Bylaws may seem confusing and profound in some ways they have been written in the best interest of continuing and protecting the Foundation for all time. If any of the people for whom these Bylaws have been written, specifically the governing body and the members, ever desire to re-write them for clarification they may do so by petitioning the proposed changes directly to the Executive Council and Board of Trustees, who, will review the proposed clarifications and issue an executive order naming a revision and crediting the most recent reviser or declining the need of a revision.
There is reference in these Bylaws to "Robert's Rules of Order," and inasmuch, it is hereby adopted that the text of "Robert's Rules of Order" of which are of the public domain, are hereforth incorporated as a part of these Bylaws and shall hereforth be the official rules of conduct and procedure for meetings of the Ecology Crossroads.
Robert's Rules of Order is very complex so we have done our best to summarize and condense such. If there is ever a question as to one of the three condensed versions we have encountered, please purchase the actual text which is available in most book stores, and in a number of languages and interpret for yourself. The versions we have encountered are entitled as follows: 1) Overview of Meeting Procedure; 2) Detail Summary of Meeting Procedure and 3) Robert's Rules Made Simple. For anyone who is a member of our Board of Trustees or is an Officer it is strongly suggested that they read all three of these summarized versions. Further, it is suggested that, any Regular Member of the Foundation wishing to make motions, make an address or become involved in a debate at a meeting read and be familiar with at least "2) Detail Summary of Meeting Procedure," failure to be familiar with the "Rules of Order" at a meeting may result in muting the speaker or mover. Regular members attending a meeting should minimally be familiar with "3) Robert's Rules Made Simple" and these Bylaws.
Our Bylaws in reference to our stated purposes may be extended and tailored without modifying the organizing document of the Foundation as long as none are contrary to the Articles of the organizing document dated January 25, 2001, or any amendments thereafter. The following Bylaws may be used to further the purposes of the organization, enrich the organization, establish chapters, branches, sister organizations, separate associations, ad hoc committees, program steering committees, auxiliaries, clubs and special councils with limited powers or equal powers under the Foundation by creating separate organizing documents or by internal declaration to conform with the laws of other countries and body politics as necessary to continue with our mission and purposes herebefore and hereafter stated, these entities may or may not have the power to govern themselves, but will, at all times, conform to the laws of the countries or states that they exist within and be bound by at least some of the nonprofit purposes for which the Foundation was formed or shall be formed to support the nonprofit purposes.
Until the First International Assembly or until the fifth anniversary of the incorporation of the Foundation, whichever comes first, these Bylaws are subject to modification and reform by the Trustees, Founders and Executive Council without notice to the members. On the first day of the First International Assembly scheduled for Fall 2004, the first order of business will be a priority opening motion to adopt these Bylaws as permanent, the Bylaws at that time will be open to debate, modification, and amendment by the General Membership. In the event the concerns or focus of the Foundation changes and the First International Assembly is not held, the Board of Trustees will move forward and adopt these Bylaws on the fifth anniversary in the form they are at that time. Until such time the General Membership is welcome to solicit changes by contacting members of the Governing Body, after such time realize that this Preamble was executed prior to the Bylaws and that what follows is the result of the Priority Motion before the First International Assembly of the General Membership, a result of the fifth anniversary coming to pass or the current operating draft of the Foundation.
Other versions of these Bylaws can be created and drafted from the text that follows to include or exclude anything necessary and convenient to operate this Foundation in other states, countries and territories within the limitations of the laws of that state, country or territory as long as such does not conflict with our organizing document or the purposes for which the organization has been founded.
These Bylaws effect the overall conduct of the Ecology Crossroads's business, meeting procedures, meeting frequency, powers of the governing body, powers and rights of the membership body, and further define the organization's meaning, purpose and specific duty to the community and how these matters shall be carried out. This Preamble is not subject to change.
At the time this document was written a version of the entire text of Robert's Rules of Order with revisions was found on-line in the public domain and adapted for use on-line by the Constitution Society. See Robert's Rules of Order Revised.
Bylaws of the Ecology Crossroads
I - Name and Offices of the Organization
A. The name of this organization shall be the Ecology Crossroads, hereinafter referred to as the "Foundation". By the laws of the Commonwealth of Kentucky the organization is officially known within the state as the Ecology Crossroads, Inc. At the time of incorporation and the filing of the organizing document the organization elected to also register the tradename of Pan-American Network and we are registered as an Internet domain under the name namazon.org, therefore let it be known that we may also use our tradename or Internet domain name to conduct business.
B. The physical office and initial registered office of this Foundation has been located at 302 General Smith Drive, Kentucky, Madison County, United States, the physical office will be staffed at least 6 months of each year. The principal office address and postal mailing address of the Corporation is the same. Mail will be retrieved and logged at least monthly.
C. The Foundation may also have offices at such other places as the Board of Trustees may from time to time appoint or the business of the Foundation may require. The Board may also select a different site for the principal office at any time. The Foundation will maintain an international computerized office on-line via the Internet at all times to conduct business, post announcements, host current documents, and provide information to our constituency and the public at .
D. Service of legal documents requires that the service be made in person at the physical office and that notice of intended service be emailed to the Secretary of the Foundation at .
II - Purposes of the Organization
The purposes of the Foundation are to bring together persons connected with education, technology, international trade and other common interests for educational, literary, scientific, humanitarian, environmental, religious and charitable reasons into a non-profit organization recognized throughout the North America, Central America, South America, the Caribbean and all the countries therein, (hereafter referred to as the Americas) to accomplish the following:
To encourage the facilitation and implementation of technology to deliver education.
To foster, promote, and further global standards involving education through the use of technology and thus provide technological education.
To exchange and share ideas relative to our purposes between the countries of the Americas without prejudice as to race, faith, religion, color, life-style, ancestry, national origin, political party, sex, marital status, belief, creed, handicap or socioeconomic condition.
- To provide, publish and disseminate factual literature, resources, and information free of charge and/or at little cost in an effort to educate and inform the public regarding the need to adopt accessible sustainable technology interculturally and multilingually.
- To introduce to those who have little knowledge of or limited access to technology and provide access to technology in areas deprived of educational, informational and literary resources.
- To foster and promote the use of the Internet in the Americas to facilitate education, commerce, trade, cooperation, cultural understanding, and that which promotes sustainable development among the general population.
- To promote the use of Internet technologies in the achievement of globalization, internationalization, modernization and to further intercultural values and understanding through universal accessibility to such technologies and information despite language, handicap, education, distance or other barriers that may prevent a person or group such access.
- To champion and introduce existing and new means of technological access, educational, communications and commercial resources in developing and underdeveloped areas of the world for further understanding of other cultures and information; including within public institutions, communities, counties, states, federations and/or countries.
- To extend the specific educational programs related to our purposes of universities and colleges to areas where universities do not exist through various technologies such as satellite, broadband and computer communications as well as future technologies as they are developed and become available.
- To sponsor, establish, organize, promote and operate social, cultural, scientific, charitable and educational activities, which are beneficial to this organization, the public interest and the members of the organization.
- To act as an international and inter-organizational embassy between our constituency, countries, governments and others and to promote the matters of the organization in acceptable diplomatic form to further the purposes hereinbefore and hereinafter stated.
- To provide, distribute, redistribute, manufacture, develop and/or demonstrate on a non-profit basis technologically related products, software and services free of charge and/or at a low-cost to the members of the organization and the public.
- To establish and promote technogically and ecologically sustainable intentional communities, membership housing cooperatives, and low-cost rural housing and housing programs with emphasis on techno-agricultural reliance, self-sufficiency, natural resource conservation and stewardship of existing resources.
To uphold the highest standards of professional and ethical conduct among its members.
To promote fellowship and social interaction.
To provide a forum for the free exchange of ideas, information, materials, and support related to the practice of providing education and other purposes herebefore stated.
To facilitate aid of beneficiaries requiring and requesting our services or programs.
To promote and assist associates who are members of this Foundation in their professional development.
To participate on a local, state, national and/or international level with other associations founded for non-profit purposes of which an interest or common goal may be shared.
To promote and further develop other ideals, concepts and purposes set forth in the Articles of Incorporation, as permissible by law.
To have and exercise generally all other rights and powers conferred upon us all, knowing all well, that this Foundation is not organized, nor shall it be operated, for pecuniary gain or profit, and it shall not distribute gains, profits, or dividends to the members thereof, and that it is organized solely for nonprofit purposes.
III - Membership to the Organization
A. To become a member or to be recognized as a member the following must apply.
Each person desiring to be a member of this Foundation shall concerned with some or all of the purposes herebefore stated in Section II.
Each member shall pay annual dues in such amounts as may be determined by the Board of Trustees and be current in the payment of dues to be recognized as a member. Any member whose dues are not current shall be suspended and disqualified.
Persons who do not meet the above requirements for membership, but who otherwise have a deep-rooted interest in the conduct and purposes of the Foundation, and who wish to promote the purposes of this Foundation through volunteerism or if they are making a significant non-financial contribution in some way to further our purposes, may be admitted by a unanimous vote of the Board of Trustees or by special appointment of the President as an Associate Member, Affiliate, Committee Member, Member of the Advisory Council or as an Honorary Member of this Foundation with or without limit. Members admitted under this section may become beneficiaries, but may not Chair Committees, serve as Officers, serve as Trustees, without first making a personally qualifying contribution or being financially sponsored by a qualifying member or participating sponsor.
B. Powers and rights of financially qualified members and sponsored members.
Each individual person or entity who is considered or recognized as a member will have the right to cast at least one vote on all matters brought before them at annual meetings or assemblies of the membership. Dues paying entities, supporters, and members who are qualified as actual sponsors shall have the authority to present from one to a maximum of three delegates on behalf of their respective entity, each delegate must have been with that entity for one year or more or be selected or qualified by the entity as a program recipient or beneficiary (thus a sponsored member), each qualified member, delegate or sponsored member present at meetings shall have the right to cast a single vote.
Sponsored members are members who have been supported financially by an entity or individual because they are in line to become a beneficiary or due to their socioeconomic condition. Entities who are qualified as sponsors may elect to have up to two sponsored members and must have at least one named delegate.
Entities shall not be counted as individuals at membership meetings or assemblies and the delegates of entities shall at all times be recognized and addressed as Mister, Miss, Misses (name) Delegate of the (name of the entity). The non-presence of a member who is considered an entity, sponsored member, or sponsor shall not disrupt the making of a quorum, later explained.
The members may refuse any person from becoming a part of the Foundation or expel a member if it is moved and determined that such person does not embrace the purposes for which this Foundation exists.
An annual meeting of the members shall be held in September of each year beginning with the First International Assembly, or as soon thereafter as practicable for the purpose of elections, to manage the affairs of this Foundation, and handling any other matters. Special meetings of the members may be called by the Executive Council upon motion of a Trustee. A quorum of the members must be present to conduct a meeting. One-third of the qualified individual membership shall constitute a quorum. Not less than ninety (90) days notice shall be given to all members of the annual meeting and not less than (30) days notice shall be given to all members of a special meeting.
C. Admitted and appointed members
IV - Governing Body
The business, government, affairs and the control and disposition of the Foundation's property and funds, shall be managed by or under the direction of a Board of Trustees consisting of 1-24 members, inclusive within this body is an Executive Council of four Officers of the Foundation and a Chairperson who will act as the Moderator at meetings. Members of the Board shall each hold office until his or her successor has been elected.
If for any reason whatsoever the Board of Trustees consists of less than two members the remaining Trustee shall select someone to serve with them immediately or the Foundation shall indefinitely suspend its activities until it can recruit another Trustee.
No officer, trustee, member or employee of the Foundation shall receive any pecuniary profit from the operations thereof, except reasonable compensation for services actually rendered on behalf of the Foundation. None of the officers, trustees, founders, incorporators or employees shall have any right, title or interest whatsoever in the corporation, in its income, property, or assets nor shall any member solely or collectively have right or claim to any legal portion or interest.
All members, trustees, officers, committee members and others involved in the government of the Foundation shall serve without remuneration. Upon the filing of appropriate documentation with the Treasurer prior to the commission of a duty on the behalf of the governing body a member may qualify for reimbursement for materials, fuel, and other expenses after the fact by providing receipts and a written summary of the purposes for the expenses, submitted in a legal size envelope.
Members, trustees, officers, committee members and others involved in the government of the Foundation, may be involved in the daily activities and business of the Foundation in a professional manner, but by being involved in both they must agree to permit the Foundation to publish and audit their personal tax reports they normally file annually with their respective government for public inspection. Anyone who serves in a dual role (as a member of government and as a professional or employee) for the Foundation who fails to provide this information upon request for the past year by a member of the public, community, or this foundation shall be immediately removed from both positions immediately and forever.
A. The Initial Board of Trustees (Interim Bylaw)
The Initial Board of Trustees are the Founders of the Foundation, they shall jointly be known as the Primary or First Officers of the Foundation or as stated in the organizing document the 'Figureheads of the Corporation' and include the named positions of President, Vice-President, Secretary and Treasurer, additionally they may be known as Officers, Assistant Officers, Committee Members, Chairpersons, and Honorary Officers as deemed appropriate within the Foundation structure.
None of the First Officers or Figureheads shall possess more power than the other in respect to the business affairs of the Foundation.
The group of Figureheads shall collectively maintain an Executive Director amongst them or from the private sector to conduct the professional business matters of the Foundation, he/she shall be responsible to oversee matters including fundraising development, daily accounting, employing staff members, banking, sponsorship recruitment, public relations, and other day to day affairs of the organization. The Executive Director shall be paid on a contractual basis for professional services rendered until the organization can sustain him/her with a fixed salary for his/her services. The Executive Director while working in a professional capacity as the Manager of the Foundation, if a member of the Board of Trustees may serve as the Chairperson or as the President during Full-Board Meetings, however, he/she will have no power or authority to vote on matters before the Board except to break a tie.
The Initial Board of Trustees shall hold their positions for up to five calendar years commencing January 25, 2001. This Foundation has been started, chartered and organized initially by this Initial Board of Trustees who are its Incorporators, whom for, as long as this Foundation remains in existence will be known as its Founders.
Members of the Initial Board of Trustees may be re-elected to become members of the Successive Board of Trustees (below) only by majority vote at the First International Assembly by the membership, no Initial Board Member can become confirmed as a Successive Board Member by the Trustees.
The Initial Board of Trustees shall exist for the first five calendar years or until the First International Assembly, whichever occurs first, they shall have the ultimate authority and power to seek, appoint and confirm individuals, members, associates, private persons, sponsor delegates as Successive Trustees, they can create special committees, and assemble an advisory council to carry out the founding purposes included in the organizing document and the first programs developed to fulfill the purposes.
The Initial Board of Trustees shall cease to exist after the fifth year (January 24, 2006) or the first day of the First International Assembly, whichever occurs first, at which time the Initial Board of Trustees will be replaced by the elected and confirmed Successive Board of Trustees.
B. The Successive Board of Trustees (Permanent Bylaw) shall be selected and/or confirmed by the Membership of the Foundation or the Underbody in place at the First International Assembly on or before the Fifth Calendar year of the Foundation's incorporation. The First Successive Board of Trustees shall consist of at least twelve persons but not more than twenty-four including Trustees remaining from the Initial Board of Trustees. The qualification, tenure, number, election, selection, powers, and duties of the Successive Board of Trustees shall be as follows:
To the extent possible, the Board shall reflect a cross-section of the membership.
The term of an elected or appointed Trustee shall be three years. Upon completion of a term, each Trustee's position shall be filled by election at the next annual meeting of members for a term equal to three years.
The Board of Trustees shall include the named positions of President, Vice-President, Secretary and Treasurer, additionally they may be known as Officers, Assistant Officers, Committee Members, Chairperson, and Honorary Officers as deemed appropriate.
With the or the fifth year of the Foundation's existence or at the First International Assembly, whichever occurs first, terms of Trustees shall commence on January 1 of the next year following if they are not already in office.
The Board of Trustees shall collectively maintain an Executive Director amongst them or from the private sector to conduct the professional business matters of the Foundation, he/she shall be responsible to oversee matters including fundraising development, daily accounting, employing staff members, banking, sponsorship recruitment, public relations, delegation of responsibility, and other day to day affairs of the organization. The Executive Director shall be paid on a contractual basis for professional services rendered until the organization can sustain him/her with a fixed salary for his/her services. The Executive Director while working in a professional capacity as the Manager of the Foundation, if a member of the Board of Trustees may serve as the Chairperson or as the President during Full-Board Meetings, however, he/she will have no power or authority to vote on matters before the Board except to break a tie, the voting powers of the Executive Director shall not be affected on matters before the membership.
Any change in the Board shall be by two-thirds vote of the other members of the Board present and voting. A vacancy on the Board may be filled for the unexpired term by the remaining members of the Board.
The Initial Board and/or Successive Board once elected or chosen shall have the power to do all acts necessary to effectuate the purposes of this Foundation, subject to the limitations and consistent with the provisions of this Organizing Document, these Bylaws and applicable laws and regulations.
Regular meetings and special meetings of the Board may take place in a commonplace, electronically in an common forum such as a chat room or by email. A special meeting or unscheduled meeting will be announced to all Board Members at least 30 days in advance. Three members of the Board for a regular meeting shall constitute a quorum, and one-third shall constitute a quorum at special meetings. All votes of the Board shall be by a majority vote.
V - Officers and the Executive Council
Upon confirmation of the Successive Board of Trustees "First Full Board en Banc" the Officers shall consist of a President, a Vice-President, a Secretary, and a Treasurer, all elected and confirmed by the membership or interimly designated as figurehead models by the Trustees. In election of an Officer by the membership the following offices will be open for election: President, Secretary and Treasurer.
The office of President requires that at least two candidates be running in the election and nominations can come from the Board of Trustees or from the Membership, candidates must accept the nomination voluntarily before the election can begin and all nominations must be seconded. The office of Vice-President is filled by determining the runner-up of the nominee running for President. The nominee for President automatically accepts the possibility of becoming the Vice-President by accepting the nomination. If the office of Vice-President is ever vacant the Board must nominate someone from within their ranks or someone who is serving on an ad hoc committee of the membership for the office of President and the seated President must face becoming the Vice-President, if he/she gets a lower percentage of votes by the Board. All elections for officers shall be by confidential ballot.
The Trustees or President will optionally select a person to act as Chairperson of the Board from within the Board, the rule of thumb is that the President may be and may fulfill the role of the Chairperson, but the Chairperson cannot act as the President, if both exist. The Members may optionally elect a Watchdog, a powerful ad hoc officer who represents the membership at Board Meetings.
Additional officers may also be appointed if desired by the Board. Any officer so appointed shall hold office until his successor has been elected and he is qualified to act. The term of an officer is four years. Any officer may be removed, with or without cause, by a majority of the members of the Board.
The Executive Council shall have such power as the Board delegates to do all acts necessary to effectuate the purposes of this Foundation, subject to the limitations and consistent with the provisions of these Bylaws and applicable laws and regulations. The executive council shall be charged with the duty to remain available for emergency decisions requiring majority consent and approval beyond the power of the executive director, they may solicited with or without a meeting, by special request or by fair notice of the executive director, his/her executive secretary, special assistant or other professional charged with daily business of the Foundation.
A. The President shall:
- Appoint a Chairman of the Board.
- Serve as Ex-officio member of all other committees.
- Appoint officers pro-tempore in the event of vacancies.
- Appoint two Board Members-at-Large.
- Fill other positions as needed.
- Appoint committee chairs and swear in new trustees and officers.
B. The Vice-President shall:
- Serve as the President in the event of absence or vacancy of the office.
- Appoint two Board Members-at-Large.
C. The Secretary shall:
- Maintain a membership roster and program schedule.
- Notify members of monthly meetings using email.
- Be responsible for correspondence, as directed by the President.
- Keep simple minutes of all annual meetings.
- Keep simple minutes of all Board meetings.
- Act as editor of a membership newsletter.
- Consult with the President, Executive Director and other contributors on the content and scope of the Foundation Website.
- Be responsible for assuring all language translations are true and correct.
D. The Treasurer shall:
- Coordinate the time and place of regular meetings.
- Collect dues and payments for events.
- Report financial status on a monthly basis.
- Keep an audit and account of all income and expenditures.
- Maintain copies of the financial records, and act as secondary signer to the President or Executive Director for all expenditures over $5,000.00 as appropriate.
E. The Chairman shall:
- Arrange meetings in consultation with the Executive Director.
- Host and moderate all meetings.
F. The Watchdog shall:
- Represent the members at Board Meetings, present motions on behalf of the membership, and debate or challenge motions concerning the members.
- Shall sit among the Officers at annual meetings of the members and referee the Rule's of Order and meeting conduct.
- Shall recognize members and take secondary counts and witness or audit records and documents of official nature on behalf of the members.
- Whenever possible the Watchdog shall be a Notary Public or have auditing experience.
Ex officio, Pro-tempore, Elect and Honorary Trustees rights and privileges are as follows:
Board of Directors
2.1 Numbers and Powers. The management of all the affairs, property, and interests of the corporation shall be vested in a Board of Directors consisting of five (5) persons. The Board of Directors elected at the initial annual meeting of Board of Directors shall be divided into three classes (Class A, Class B and Class C) each consisting, as nearly as possible, of one-third (1/3) of the total number of directors elected at that time. The term of office of Class A directors shall expire at the next annual meeting following the annual meeting at which they are elected. The term of office of the Class B directors shall expire at the next annual meeting thereafter. The term of office of the Class C directors shall expire at the third annual meeting following the annual meeting at which they are elected. At each annual meeting after the initial annual meeting, directors shall be elected for a term of three years to succeed the directors whose terms expire at such meeting. In addition to the powers and authorities expressly conferred upon it by these Bylaws and Articles of Incorporation, the Board of Directors may exercise all such powers of the corporation and do all such lawful acts and things as are not by statute or by the Articles of Incorporation or by these Bylaws otherwise prohibited.
2.2 Change of Number. The number of directors may at any time be increased or decreased by amendment of these Bylaws, but no decrease shall have the effect of shortening the term of any incumbent director.
2.3 Vacancies. All vacancies in the Board of Directors, whether caused by resignation, death or otherwise, may be filled by the affirmative vote of a majority of the remaining directors even though less than a quorum of the Board of Directors. A director elected to fill any vacancy shall hold office for the unexpired term of his or her predecessor and until a successor is elected and qualified.
2.4 Regular Meetings. Regular meetings of the Board of Directors may be held at the registered office of the corporation or at such other place or places, either within or without the State of Washington, as the Board of Directors may from time to time designate. The annual meeting shall be held without notice at the registered office of the corporation, at 9:00 a.m., on the second Tuesday of April each year, or at such other time and place as the Board of Directors shall designate by written notice. In addition to the annual meeting, there shall be regular meetings of the Board of Directors, held, with proper notice, not less frequently than once each calendar quarter.
2.5 Special Meetings. Special meetings of the Board of Directors may be called at any time by the President or upon written request by any two directors. Such meetings shall be held at the registered office of the corporation or at such other place or places as the directors may from time to time designate.
2.6 Notice. Notice of all special meetings of the Board of Directors (and of all regular meetings other than the annual meetings to be held at the place and time designated in Section 2.4) shall be given to each director by three (3) days prior service of the same by telegram, by letter, or personally. Such notice need not specify the business to be transacted at, nor the purpose of the meeting.
2.7 Quorum. A majority of the whole Board of Directors shall be necessary and sufficient at all meetings to constitute a quorum for the transaction of business.
2.8 Waiver of Notice. Attendance of a director at a meeting shall constitute a waiver of notice of such meeting, except where a director attends for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. A waiver of notice signed by the director or directors, whether before or after the time stated for the meeting, shall be equivalent to the giving of notice.
2.9 Registering Dissent. A director who is present at a meeting of the Board of Directors at which action on a corporate matter is taken shall be presumed to have assented to such action unless the director shall file a written dissent or abstention to such action with the person acting as the secretary of the meeting before the adjournment thereof, or shall forward such dissent by registered mail to the Secretary of the corporation immediately after the adjournment of the meeting. Such right to dissent or abstain shall not apply to a director who voted in favor of such action.
2.10 Executive and Other Committees. The Board of Directors may appoint, from time to time, from its own number, standing or temporary committees consisting each of no fewer than two (2) directors. Such committees may be vested with such powers as the Board may determine by resolution passed by a majority of the full Board of Directors, provided however, that no such committee shall have the authority of the Board of Directors to reference to:
(a) Amending, altering, or repealing these Bylaws;
(b) Electing, appointing, or removing any director or officer of the corporation;
(c) Amending the Articles of Incorporation.
(d) Adopting a plan of merger or consolidation with another corporation.
(e) Authorizing the sale, lease, exchange or mortgage, of all or substantially all of the property and assets of the corporation;
(f) Authorizing the voluntary dissolution of the corporation or revoking proceeds therefor; or
(g) Amending, altering, or repealing any resolution of the Board of Directors which by its term provides that it shall not be amended, altered, or repealed by such committee.
All committees so appointed shall keep regular minutes of the transactions of their meetings and shall cause them to be recorded in books kept for that purpose in the office of the corporation. The designation of any such committee and the delegation of authority thereto, shall not relieve the Board of Directors of any responsibility imposed by law.
2.11 Remuneration. No stated salary shall be paid directors, as such, for their service, but by resolution of the Board of Directors, a fixed sum and expenses of attendance, if any, may be allowed for attendance at each regular or special meeting of such Board; provided, that nothing herein contained shall be construed to preclude any director from serving the corporation in any other capacity and receiving compensation therefor.
2.12 Loans. No loans shall be made by the corporation to any director.
2.13 Removal. Any director may be removed at any time, with or without cause, by the affirmative vote of four (4) members of the Board of Directors.
3.1 Designations. The officers of the corporation shall be a President, one or more Vice Presidents (one or more of whom may be Executive Vice Presidents), a Secretary and a Treasurer, and such Assistant Secretaries and Assistant Treasurers as the Board may designate. All officers shall be elected for terms of one year by the Board of Directors. Such officers shall hold office until their successors are elected and qualified. Any two or more offices may be held by the same person, except the offices of President and Secretary.
3.2 The President. The President shall preside at all meetings of the Board of Directors, shall have general supervision of the affairs of the corporation, and shall perform such other duties as are incident to the office or are properly required of the President by the Board of Directors.
3.3 Vice Presidents. During the absence or disability of the President, the Executive Vice Presidents, if any, or any of the Vice Presidents in the order designated by the Board of Directors, shall exercise all the functions of the President. Each Vice President shall have such powers and discharge such duties as may be assigned to him or her from time to time by the Board of Directors.
3.4 Secretary and Assistant Secretaries. The Secretary shall issue notices for all meetings, except for notices of special meetings the Board of Directors which are called by the requisite number of directors, shall keep minutes of all meetings, shall have charge of the seal and the corporate books, and shall make such reports and perform such other duties as are incident to the office, or are properly required of the Secretary by the Board of Directors. The Assistant Secretary, or Assistant Secretaries, in the order designated by the Board of Directors, shall perform all of the duties of the Secretary, and at other times may perform such duties as are directed by the President or the Board of Directors.
3.5 The Treasurer. The Treasurer shall have the custody of all monies and securities of the corporation and shall keep regular books of account. The Treasurer shall disburse the funds of the corporation in payment of the just demands against the corporation or as may be ordered by the Board of Directors (taking proper vouchers for such disbursements) and shall render to the Board of Directors from time to time as may be required, an account of all transactions undertaken as Treasurer and of the financial condition of the corporation. The Treasurer shall perform such other duties as are incident to the office or are properly required by the Board of Directors. The Assistant Treasurer, or Assistant Treasurers, in the order designated by the Board of Directors, shall perform all of the duties of the Treasurer in the absence or disability of the Treasurer, and at other times may perform such other duties as are directed by the President or the Board of Directors.
3.6 Executive Director. The Board may select an Executive Director from members of the Board of Directors who shall be responsible for the administration and conduct of the business and affairs of the corporation pursuant to guidelines established by the Board. The Executive Director shall have full authority for direction of the employees of the corporation, if any. The Executive Director, if selected, may be compensated for his or her services in that capacity in such amount and manner as the Board of Directors shall determine.
3.7 Delegation. If any officer of the corporation is absent or unable to act and no other person is authorized to act in such officer's place by the provisions of these Bylaws, the Board of Directors may from time to time delegate the powers or duties of such officer to any other officer or any director or any other person it may select.
3.8 Vacancies. Vacancies in any office arising from any cause may be filled by the Board of Directors at any regular or special meeting of the Board.
3.9 Other Officers. The Board of Directors may appoint such other officers or agents as it shall deem necessary or expedient, who shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the Board of Directors.
3.10 Loans. No loan shall be made by the corporation to any officer.
3.11 Term - Removal. The officers of the corporation shall hold office until their successors are chosen and qualified. Any officer or agent elected or appointed by the Board of Directors may be removed at any time, with or without cause, by the affirmative vote of a majority of the whole Board of Directors, but such removal shall be without prejudice to the contract rights, if any, of the person so removed.
3.12 Bonds. The Board of Directors may, by resolution, require any and all of the officers to provide bonds to the corporation, with surety or sureties acceptable to the Board, conditioned for the faithful performance of the duties of their respective offices, and to comply with such other conditions as may from time to time be required by the Board of Directors.
Selection of Beneficiaries
Generally those who are members or who have been sponsored as members are eligible as beneficiaries. The Members and the Board of Trustees however have the right and privilege to nominate and select by majority vote certain groups of people, individuals and/or communities who may otherwise be unable to qualify as beneficiaries due to their location, language barriers, socioeconomic condition or simply as a gesture to promote diplomacy or goodwill.
Beneficiaries may be selected to participate in programs, projects, receive scholarships or receive grants.
Indemnification of Officers, Directors, Employees and Agents
The Foundation shall indemnify its officers, trustees, employees and agents to the greatest extent permitted by law. The Foundation shall have power to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee, or agent of the corporation or who is or was serving at the request of the Foundation as an officer, employee, or agent of another corporation, partnership, joint venture, trust, other enterprise, or employee benefit plan, against any liability asserted against such person and incurred by such person in any such capacity or arising out of any status as such, whether or not the Foundation would have the power to indemnify such person against such liability under the provisions of this Bylaw.
Conflicting Interest Transactions
9.1 Definitions. For purposes of this Article:
(a) "Conflicting interest" means the interest a Trustee has respecting a transaction effected or proposed to be effected by the Foundation or any other entity in which the Foundation has a controlling interest if:
(1) The director knows at the time the corporation takes action that the director or a related person is a party to the transaction or has a significant beneficial financial interest in or so closely linked to the transaction that a reasonable person would expect the interest to influence the Trustee's judgment if the Trustee were called upon to vote on the transaction; or
(2) The transaction is brought before the Board for action, and the director knows at the time the Board reviews the transaction that any of the following persons is either a party to the transaction or has a significant beneficial financial interest in or so closely linked to the transaction that a reasonable person would expect the interest to influence the director's judgment if the director were called upon to vote on the transaction:
A) An entity of which the director is a director, general partner, agent or employee;
(B) An entity that controls, is controlled by, or is under common control with one or more of the entities specified in (A); or
(C) An individual who is a general partner, principal, or employer of the director.
(b) "Director's conflicting interest transaction" means a transaction effected or proposed to be effected by the corporation or any other entity in which the corporation has a controlling interest respecting which a director of the corporation has a conflicting interest.
(c) "Qualified director" means any director who does not have either:
(1) A conflicting interest respecting the transaction; or
(2) A familial, financial, professional, or employment relationship with a second director who does have a conflicting interest respecting the transaction, which relationship would, in the circumstances, reasonably be expected to exert an influence on the first director's judgment when voting on the transaction.
(d) "Related person" of a director means:
(1) A child, grandchild, sibling, parent, or spouse of, or an individual occupying the same household as, the director, or a trust or estate of which any of the above individuals is a substantial beneficiary; or
2) A trust, estate, incompetent, conservatee, or minor of which the director is a fiduciary.
(e) "Required disclosure" means disclosure by the director who has a conflicting interest of:
1) The existence and nature of the director's conflicting interest; and
(2) All facts known to the director respecting the subject matter of the transaction that an ordinarily prudent person would reasonably believe to be material to a judgment about whether or not to proceed with the transaction.
9.2 Directors' Action.
(a) Majority Vote. Directors' action respecting a director's conflicting interest transaction is effective if the transaction received the affirmative vote of a majority of (but no fewer than two) qualified directors who voted on the transaction after either required disclosure to them or compliance with Paragraph (b) below.
(b) Director's Disclosure. If a director has a conflicting interest respecting a transaction, but neither the director nor a related person of the director is a party to the transaction, and if the director has a duty under law or professional canon, or a duty of confidentiality to another person, which would prevent that director from making the disclosure described in Paragraph 9.1(e), then disclosure is sufficient if the director:
(1) Discloses to the directors voting on the transaction the existence and nature of the director's conflicting interest and informs them of the character and limitations imposed by that duty before their vote on the transaction; and
(2) Plays no part, directly or indirectly in their deliberations or vote.
(c) Quorum. A majority (but no fewer than two) of the qualified directors constitutes a quorum for purposes of action that comply with this Article. Directors' action that otherwise complies with this Article is not affected by the presence or vote of a director who is not a qualified director.
Books and Records
The Foundation shall keep correct and complete books and records of account and shall keep minutes of the proceedings of its Board of Trustees and Membership meetings; and shall keep such at its registered office or principal place of business, or at the office of its transfer agent or registrar, a record of its directors, giving the names and addresses of all directors.
The Foundation shall keep all final resolutions and decisions of the Board, as well as a conformed copy of the Articles of Incorporation, the Bylaws and an Annual Report available on-line for public inspection following our first full fiscal year.
The Annual Report shall include the following:
- The assets and liabilities, including trust funds, of the Corporation as of the end of the fiscal year immediately preceding the date of the report.
- The principal changes in assets and liabilities, including trust funds, during the year immediately preceding the date of the report.
- The revenue or receipts of the Corporation, both unrestricted and restricted to particular purposes, for the year immediately preceding the date of the report, including separate data with respect to each trust fund held by or for the Corporation.
- The expenses or disbursements of the Corporation, for both general and restricted purposes, during the year immediately preceding the date of the report, including separate data with respect to each trust fund held by or for the Corporation.
Except as may otherwise be required by law, any notice to any Trustee may be delivered personally or by mail or by electronic mail. If mailed, the notice shall be deemed to have been delivered when deposited in the United States Mail, addressed to the addressee at his or her last known address in the records of the Foundation, postage prepaid.
The monies of the Foundation shall be deposited in the name of the Foundation in such bank or banks or trust company or trust companies as the Board of Directors shall designate, and shall be drawn from such accounts only by check or other order for payment of money signed by such persons, and in such manner, as may be determined by resolution of the Board of Directors.
The Foundation's fiscal year shall be from July 1 through June 30. The Foundation will publish an annual report within 120 days of the close of each fiscal year and per United States IRS laws and future revisions of such laws use the appropriate forms to report income and expenditures as required. The first full fiscal year will conclude on June 30, 2002.
The corporate seal of the Foundation, if any, shall be in such form and bear such inscription as may be adopted by resolution of the Board of Trustees, or by usage of the Officers on behalf of the Foundation.
The Foundation was incorporated with perpetual purposes and duration, if for any reason there is no longer a need for the Foundation to exist, it may be dissolved and shall cease to exist only upon a majority vote of the members of the Foundation. Any funds remaining upon dissolution shall be distributed in accordance the Articles of Incorporation and United States law.
These Bylaws may be amended at any meeting of the Board duly called for that purpose, by a two-thirds vote of the members of the Board, or by a majority vote of the members of the Foundation.
Meetings of the Board of Trustees, Steering Committees, Ad Hoc Committees and the Membership shall be conducted in accordance with Robert's Rules of Order.
I hereby state that the above is true and consistent with the laws of the Commonwealth of Kentucky and the laws of the United States of America to the best of my knowledge. Further, I state that I was empowered to author and draft the preceding document under the direction and consent of the Board of Trustees of the Ecology Crossroads, Inc. Additionally as the caretaker of this document I am verifying that the version currently published online at this moment at ........ is a form of this document that is up to date.
- Col. David J. Wright - Webmaster & Site Editor
Definitions Relative to the Bylaws
The definitions cited below are for clarification of the Articles of Incorporation and our Bylaws. The definitions cited below include synonyms, acronyms and general terms that have been necessary to place here for reasons of interpretation into other languages.