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Natural Resource Outreach & Service Alliance (The Alliance)--Bylaws
From AgriLife WIki
BYLAWS OF THE NATURAL RESOURCE OUTREACH & SERVICE ALIANCE
The Alliance
ARTICLE I. NAME AND PURPOSE
Section 1. Name: The name of the organization shall be the Alliance of Natural Resource Outreach & Service Programs (ANROSP; the Alliance)
Section 2: Purpose: The Alliance of Natural Resource Outreach & Service Programs is organized to promote awareness and citizen stewardship of natural resources through science-based education and service programs. The purpose of the Alliance is:
• To provide leadership, information, and financial resources to support the establishment and expansion of member programs in all 50 states.
• To serve as the primary nexus of information about natural resource outreach and service programs for natural resource professionals, volunteers, and interested citizens.
• To increase knowledge of best practices for natural resource outreach and service programs and encourage their adoption.
• To build effective program partnerships and collaborations at local, state, and national levels.
Section 3. Advocacy prohibition: No part of the activities of the Alliance shall be devoted to advocacy, lobbying, politically or privately promoting issues, agendas or businesses and personal endeavors, by propaganda or otherwise, using the Alliance name or themselves as an Alliance representative.
ARTICLE II. PARTNERS AND AFFILIATES
Section 1. Alliance Partners: Alliance partners shall be of two types: programmatic and financial.
Section 2. Alliance Affiliates: Alliance affiliates shall be those organizations that share the Alliance philosophy and share or endorse the Alliance’s goals and purpose. Affiliates will help promote and market the Alliance and its member programs.
ARTICLE III. MEMBERSHIP
Section 1: Membership categories:
A. Programmatic membership: The primary members of the Alliance are natural resource outreach and service programs that share the Alliance mission and meet the membership requirements (see below).
B. Individual membership: Individual membership is available to any individual interested in supporting the goals of the alliance who meets the membership requirements (see below).
C. Additional levels of membership: Special membership categories such as honorary or emeritus may be defined and instituted by the Board of Directors. Section 2: Membership criteria: A. Membership requirements: Membership in the Alliance shall be established and maintained as set forth by the Alliance of Natural Resource Outreach & Service Programs and is subject to committee review.
B. Programmatic membership criteria: Eligible member programs must have a natural resource focus; be community-based in service; offer a minimum of 20 hours of service-oriented education; may not be a for-profit organization; and must complete an annual survey to provide input for a programmatic database. B1. Member programs may designate up to three representatives to the Alliance. Each program receives one vote (see Section 4 below).
C. Individual membership criteria: Individual memberships are available to individuals who express an interest in the Alliance and a desire to support it.
Section 3. Annual dues: A. Membership period: The membership period is for one calendar year, from January 1 through December 31. Continued membership is contingent upon being current with membership dues. The amount required for annual dues may be changed by a majority vote of the Board of Directors at an annual meeting.
B. Programmatic membership: An introductory membership rate of $100 will apply to first-time programmatic membership in the Alliance. The renewal/continuing membership rate will be $150. (Question - is this the first year membership of any organization even if they join three years from now, or is it for the first year of ANROSP's organization. If the latter, would that then be available through the end of 2007, or just through the end of this year? [I'd suggest 2007])
C. Individual membership: An introductory membership rate of $25 will apply to first- time individual membership in the Alliance. The renewal/continuing membership rate will be $40.
Section 4. Rights of members: Each member program shall be eligible to appoint one voting representative to cast the program vote in Alliance elections. An individual membership does not confer voting rights.
Section 5. Resignation of membership: A member may resign by filing a written notice of resignation with the Alliance Secretary. Resignation shall not relieve a member of unpaid dues, or other charges previously accrued.
ARTICLE IV. BOARD OF DIRECTORS
Section 1. Board role, size, and compensation: The Board of Directors (hereinafter referred to as “the Board”) is responsible for the overall policy and direction of the Alliance, and delegates day-to-day operations to staff and committees. The Board shall have a minimum of five and a maximum of eleven members. All members of the Board shall have full voting privileges. The Board receives no compensation other than reasonable expenses.
Section 2. Terms: All Board members shall serve two year terms. At the initial election, 5 board members will be elected to serve one year terms and six will be elected for two year terms. Thereafter all board members will serve two year terms. Board members are eligible for re-election for up to 2 consecutive terms. After they have served two terms, they may be elected again after a two year absence from the board.
Section 3. Meetings:
A. Frequency: The Board shall meet as often as required but at least quarterly at an agreed upon time and place. When possible, one meeting shall be held face-to-face, and shall be associated with any national conference when it is held. In the event that a national conference is not held in a given year, the Board shall meet in a reasonable location of the President’s choosing. An official Board meeting requires that each Board member have written notice at least 2 weeks in advance.
B. Format: Meetings may be held by teleconference or other remote electronic means, so long as a quorum is present and the electronic medium permits the democratic participation of all Board members.
C. Quorum: A meeting must be attended by at least a majority (6) of the Board members before business can be transacted or motions made or passed. (Alternatively, “Those Board members present at each duly called and convened meeting shall constitute a quorum.”)
Section 4. Board Elections:
A. Electorate: The Board shall be elected or re-elected by the voting representatives of member programs in good standing. Each member program may cast a single vote.
B. Nominations: A Board committee shall be responsible for nominating a slate of prospective Board members that is representative of the Alliance’s diverse constituency. In addition, any program member can nominate a candidate to the slate of nominees. Nominees must be individuals from member programs in good standing and current with Alliance membership dues.
C. Voting: Ballots shall be cast by mail and electronically such that all member programs are able to complete the voting process. Directors will be elected by a simple majority of votes.
Section 5. Selection of Officers: Officers shall be elected from within by the current Board Membership on or before the first meeting of the new board.
Section 6. Officers and Duties: There shall be five officers of the Board, consisting of President, Vice President, Secretary, Treasurer, and Officer-at-Large. These five officers shall constitute the Executive Committee. Their duties include, but are not limited to the following:
The President shall convene regularly scheduled Board meetings, and shall preside or arrange for other members of the executive committee to preside at each meeting in the following order: Vice-President, Secretary, Treasurer, and Officer-at-Large. The President shall direct, manage, and supervise the affairs of the Alliance.
The Vice-President shall assist the President in directing, managing, and supervising the affairs of the organization, and shall chair committees on special subjects as designated 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 Alliance records are maintained.
The Treasurer shall make a report 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.
The Officer-at-Large shall act as a liaison between the Board of Directors and Advisors to the Board.
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 through the expiration of the Board member's term.
Section 9. Resignation, Absences, and Termination:
A. Resignation: Resignation from the Board must be in writing and received by the Secretary.
B. Absence: A Board member shall be dropped for excess absences if s/he has more than two unexcused absences from Board meetings in a year.
C. Termination: Any officer or Board member in serious malfeasance of her/his responsibilities may be removed by a three-fourths vote of the remaining Board members.
Section 10. Special Meetings: Special meetings of the Board shall be called upon the request of the President or one-third of the Board. Notices of special meetings shall be sent out by the Secretary to each Board member two weeks in advance.
ARTICLE V. ADVISORS TO THE BOARD
Section 1. Role, size, and compensation: The Advisors to the Board shall consist of no more than 11 individuals, organizational representatives, and specialists. This body is non-voting and exists to advise the Board on strategic needs and actions; members may attend Board meetings. Advisors to the Board receive no compensation other than reasonable expenses. (role to be expanded on pending revisions to Officer/committee descriptions)
Section 2. Terms: Members of this body shall serve a term not to exceed two years. Members of this body may be reappointed as determined by the President and the Board.
Section 3. Appointment: Advisors to the Board are appointed by the President with the approval of the Board of Directors by a majority vote.
ARTICLE VI. COMMITTEES
Section 1. Committee Formation: The Board shall create committees as needed. The Board President appoints all committee chairs.
Section 2. Executive Committee: The five officers serve as the members of the Executive Committee. Except for the power to amend the Articles of Incorporation and Bylaws, and to fill vacancies on the Board, 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. Standing Committees: All standing committees shall include a minimum of one Board member.
A. Finance Committee: The Treasurer is chair of the Finance Committee. 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, from January 1 through December 31. 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.
B. Elections Committee: The Vice-President of the Board is chair of the Elections Committee. The Elections Committee is responsible for soliciting new Board candidates and enforcing a geographic diversity as well as balance of representation of member programs. The Elections Committee shall also prepare, print, supervise, or count ballots as well as announce election winners.
C. Conference Committee: The Conference Committee is responsible for planning all aspects of the national conferences and workshops of the Alliance.
D. Communications & Marketing Committee: The Communications & Marketing Committee is responsible for supporting the Alliance web site, newsletter, and other communications and marketing needs. The Communications & Marketing Committee is also responsible for marketing the national conferences of the Alliance.
E. Membership Committee: The Membership Committee shall manage the Alliance membership, including recruitment, dues, and renewal notices.
F. Program Resources Committee: The Program Resources Committee is responsible for identifying and disseminating opportunities for program funding, professional development, or training; curriculum development and review; service initiatives; program start-up packages; and training workshops for mentoring teams.
G. Development Committee: The Development Committee is responsible for seeking funding opportunities and supporting staff in this and related activities.
ARTICLE VII. STAFF
Section 1. Coordinator: The Coordinator is hired, supervised, and evaluated by the Board. The Coordinator has day-to-day responsibilities for the Alliance, including carrying out the Alliance’s goals and policies, and coordinates the work of standing and ad hoc committees of the Board. The Coordinator will attend all Board meetings, report on the progress of the Alliance, answer questions of the Board and carry out all duties in the job description. The Board may designate other duties as necessary.
Section 2. Additional Staff: Additional full-time or part-time staff positions may be created by the Board as needed.
ARTICLE VIII. FINANCIAL CONTROLS (many of these specifics will depend on umbrella organization, Alliance nonprofit status, etc…?)
Section 1. Fiscal Year: The fiscal year shall be from January 1 through December 31.
Section 2. Signature Authority:
Section 3. Expenditure Limits:
Section 4. Audits:
Section 5. Gifts and Donations:
ARTICLE IX. REPORTS, BOOKS, AND RECORDS
Section 1. Annual Report: The Board shall cause a report of the activities of the Alliance to be prepared annually and sent to such persons as the Board shall determine.
Section 2. Books and Records: The Alliance shall keep an original or duplicate record of the following: the proceedings of the Board; its bylaws, including all amendments thereto to date, certified by the Secretary; a board register, giving the names and addresses of Board members. The Alliance shall also keep appropriate, complete, and accurate records of account that shall be reviewed on an annual basis. The records provided for herein shall be kept either at the registered office of the Alliance, or at its principal place of business, wherever situated.
ARTICLE X. AMENDMENT OF THE BYLAWS
Section 1. Amendments: These Bylaws may be amended when necessary by a two-thirds majority of the Board. Proposed amendments must be submitted to the Secretary to be sent out with regular Board announcements at least 30 days prior to consideration.
These Bylaws were approved at a meeting of the Board of Directors by a two-thirds majority vote on _______________________, 200__
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Secretary Date
