BYLAWS OF The New Sun Rising
ARTICLE I - NAME, PURPOSE
Section 1.01. Name. The name of the organization shall be The New Sun Rising.
Section 1.02. Purpose. The New Sun Rising is organized exclusively for charitable, scientific and educational purposes. The purpose of this organization is:
-to provide direct action, education, social service, goods and training through projects identified and adopted through the Board of Directors and developed by the membership
-to positively impact Western Pennsylvania’s cultural, environmental, and social wellness
-to focus mission through projects which promote and integrate the following values: accountability, awareness, creativity, inclusiveness and balance
ARTICLE II – MEMBERSHIP
Section 2.01. Membership. Membership shall consist of the members of the Board of Directors, and also shall be open to any individual, business, or group that supports the mission and purpose statement in Section 1.02. Membership is granted after completion and receipt of a membership application. All memberships shall be granted upon a majority vote of the board.
Section 2.02. Lifetime Dues. There will be $20 lifetime dues associated with membership which is not tax deductible. Membership is not required to participate in projects, although is a requirement for voting at the annual meeting. This policy can be amended by the Board of Directors.
Section 2.03. Classes. There shall be two classes of members: General and Executive. Executive membership consists of the Board of Directors and Executive Director. All other members will be designated General, and will vote at the annual meeting to establish the Board or special meetings when determined by the Board. The Board shall have the authority to establish and define voting categories of membership.
Section 2.04. Termination of Membership. The Board of Directors, by affirmative vote of two-thirds of all of the members of the Board, may suspend or expel a member.
Section 2.05. Resignation. Any member may resign by filing a written resignation with the Secretary; however, such resignation shall not relieve the member so resigning of the obligation to pay any dues or other charges theretofore accrued and unpaid.
ARTICLE III – MEETINGS
Section 3.01. Annual meeting. An annual meeting of the members shall take place in the month of January; the specific date, time, and location of which will be designated by the Chair. At the annual meeting the members shall elect directors and officers, receive reports of the activities of the organization, and determine the direction of the association for the coming year.
Section 3.02. Notice of meetings. Printed notice of each meeting shall be given to each voting member, by mail, not less than two weeks prior to the meeting.
Section 3.03. Special meetings. Special meetings may be called by the Chair or a simple majority of the board of directors. A petition signed by ten percent of members may also call a special meeting. Special meetings require a minimum of forty-eight hours notice.
Section 3.04. Quorum. The number of members present at any properly announced meeting shall constitute a quorum.
Section 3.05. Voting. All issues to be voted on shall be decided by a simple majority of those present at the meeting, as well as those who have been informed of the item to be voted on, and have issued their written vote in advance. In case of a tie vote, the Executive Director will cast the deciding vote.
ARTICLE IV - BOARD OF DIRECTORS
Section 4.01. Authority of the Board of Directors (the “Board”). The Board is responsible for overall policy and direction of the organization, and delegates responsibility for day-to-day operations to the chair and committees.
Section 4.02. Number and Compensation. The Board shall have up to 9 and not fewer than 5 members. The Board receives no compensation other than reasonable expenses incurred during furtherance of the organization’s business which are allowed to be reimbursed with documentation and prior approval. Any decisions on reimbursement and compensation will be made through unanimous vote of the Chair, Vice-Chair, and Treasurer.
Section 4.03. Meetings. The Board shall meet at least two times annually at an agreed upon time and place.
Section 4.04. Elections. The Board shall hold elections with all voting members at the annual meeting and are required to vote in person or in writing. Vacancies existing by reason of resignation, death, incapacity or removal before the expiration of his/her term shall be filled by a majority vote of the remaining Board. In the event of a tie vote, the Chair shall choose the succeeding Board member. A Board member elected to fill a vacancy shall be elected for the unexpired term of that Board member’s predecessor in office.
Section 4.05. Terms. All Board members shall serve two year terms, but are eligible for re-election without term limits.
Section 4.06. Resignation and Termination, Resignations are effective upon receipt by the Secretary of the Board of Directors of written notification. A Board member may be removed for other reasons by a three-fourths vote of the remaining Board members. 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 to the end of the particular Board member's term.
Section 4.07. Quorum. A quorum must be attended in person or teleconference by a simple majority of the Board members before business can be transacted or motions made or passed. All decisions of the Board will be by majority vote of those present at a meeting at which a quorum is present. If less than a majority of the directors is present at said meeting, a majority of the directors present may adjourn the meeting on occasion without further notice.
Section 4.08. Notice. The established bi-annual Board meetings require that each Board member have notice via mail, email, or telephone two weeks in advance.
Section 4.08. Special Meetings. A Special meeting can be called by the Chair with at least forty-eight (48) hours notice. Contact can be made by mail, email, telephone, or in person. The time and place of said meeting will be determined by the Chair.
Section 4.09. Action Without a Meeting. Any action required or permitted to be taken at a meeting of the Board of Directors (including amendment of these Bylaws) or of any committee may be taken without a meeting if all the members of the Board or committee consent in writing to taking the action without a meeting and to approving the specific action. Such consent shall have the same force and effect as a unanimous vote of the Board or of the committee as the case may be.
Section 4.10. Paid Staff. The Board of Directors may hire such paid staff as they deem proper and necessary for the operations of the organization. The powers and duties of the paid staff shall be as assigned or as delegated to be assigned by the Board.
ARTICLE V - OFFICERS
Section 5.01. Officers and Duties. There shall be four officers of the Board elected at the annual meeting consisting of a Chair, Vice Chair, Secretary and Treasurer. Any two offices may be held by the same person except for the Chair. Additional offices may be established by the Board.
Section 5.02. Chair. The Chair shall convene regularly scheduled Board meetings, shall preside or arrange for other members of the executive committee to preside at each meeting in the following order: Vice-Chair, Secretary and Treasurer. The Chair shall perform all duties attendant to that office, subject, however, to the control of the Board of Directors, and shall perform such other duties as on occasion shall be assigned by the Board of Directors.
Section 5.03. Vice-Chair. The Vice-Chair shall be a director of the Corporation and will preside at meetings of the Board of Directors in the absence of or request of the Chair. The Vice-Chair shall perform other duties as requested and assigned by the President, subject to the control of the Board of Directors.
Section 5.04. Secretary. 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 members, and assuring that corporate records are maintained. They will also lead the preparation of quarterly project status reports in January, April, July, and October of each year.
Section 5.05. Treasurer. The Treasurer shall make a report at each Board meeting. 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.
Section 5.06. Committees. The Board of Directors may, by resolution adopted by a majority of the Board, establish committees of the Board composed of at least two (2) persons which, except for an Executive Committee, must include at the least one Board member and one non-Board member. The Board may make such provisions for appointment of the chair of such committees, establish such procedures to govern their activities, and delegate thereto such authority as may be necessary or desirable for the efficient management of the property, affairs, business, activities of the Corporation. Formal written reports of Committee activity will be issued from each Committee chair to the Board at least two times annually, and they will comply with the Secretary on quarterly project status reports.
Section 5.07. Appointment of Officers and Terms of Office. The officers of the Corporation shall be elected by the Board of Directors at regular meetings of the Board, or, in the case of vacancies, as soon thereafter as possible. New offices may be created and filled at any meeting of the Board of Directors. Terms of office may be established by the Board of Directors, but shall not exceed two years. Officers shall hold office until a successor is duly elected and qualified. Officers shall be eligible for reappointment.
Section 5.08. Removal. An officer may be removed by the Board of Directors at a meeting, or by action in writing, whenever in the Board’s judgment the best interests of the organization will be served thereby. A unanimous vote of the remaining Board members is required.
ARTICLE VI- EXECUTIVE DIRECTOR
Section 6.01. Duties. Supports operations and administration of Board. Oversees design, marketing, promotion, delivery and quality of programs, products and services. Recommends yearly budget for Board approval and prudently manages organization's resources within those budget guidelines according to current laws and regulations. Interfaces between organization and community to assure that the organization and its mission, programs, products and services are consistently presented in strong, positive image. Oversees fundraising planning and implementation. Works in close coordination and regular communication with Board of Directors. The Executive Director does not have voting privileges on Board or Membership issues, unless in the case of a tie breaking vote.
Section 6.03. Meetings and Reports. An annual report will be prepared and presented by the Executive Director at the Annual Meeting, addressing all facets of Board activities and responsibilities, as well as annual organizational goals and objectives. The Executive Director will attend the two annual Board meetings, and provide direction and vision toward the fulfillment of it’s mission statement.
Section 6.02. Election. Candidates will be nominated through the Board of Directors. Election will consist of the candidate with the highest number of votes from the membership during the annual meeting. If one candidate is nominated, election will consist of a majority vote of confirmation from the Board of Directors.
Section 6.03. Term. The Executive Director shall hold a three-year term, and will be eligible for re-nomination and election at the end of that term.
Section 6.04. Resignation and Removal. The Executive Director may resign with written notice, and shall hold office until a successor is nominated and elected. A unanimous vote of the Board is required to remove the Executive Director.
ARTICLE VII - ADVISORY BOARDS AND COMMITTEES
Section 7.01. Establishment. The Board of Directors may establish one or more Advisory Boards or Committees. The Board Chair appoints all committee chairs.
Section 7.02. Size, Duration, and Responsibilities. The size, duration, and responsibilities of such boards and committees shall be established by a majority vote of the Board of Directors.
Section 7.03. Executive Committee. The four officers serve as the members of the Executive Committee. Except for the power to amend the Articles of Incorporation and bylaws, the Executive Committee shall have all the powers and authority of the board of directors in the intervals
between meetings of the board of directors, and is subject to the direction and control of the Board of Directors.
Section 7.04. Finance Committee. The Treasurer is chair of the Finance Committee, which includes the Board Chair. 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. 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.
ARTICLE VIII - INDEMNIFICATION
Section 8.01. Indemnification. Every member of the Board of Directors, officer or employee of the Corporation may be indemnified (protected) by the corporation against all expenses and liabilities, including counsel fees, reasonably incurred or imposed upon such members of the Board, officer or employee in connection with any threatened, pending, or completed action, suit or proceeding to which she/he may become involved by reason of her/his being or having been a member of the Board, officer, or employee of the corporation, or any settlement thereof, unless adjudged therein to be liable for negligence or misconduct in the performance of her/his duties. Provided, however, that in the event of a settlement the indemnification herein shall apply only when the Board approves such settlement and reimbursement as being in the best interest of the corporation. The foregoing right of indemnification shall be in addition and not exclusive of all other rights which such member of the Board, officer or employee is entitled.
ARTICLE IX - FINANCIAL ADMINISTRATION
Section 9.01. Fiscal Year. The fiscal year of the Corporation shall be February 1st - January 31st , but may be changed by resolution of the Board of Directors.
Section 9.02. Checks, Drafts, Etc. All checks, orders for the payment of money, bills of lading, warehouse receipts, obligations, bills of exchange, and insurance certificates shall be signed or endorsed by determined by resolution of the Board of Directors or of any committee to which such authority has been delegated by the Board. The Finance Committee and Executive Director will have the authority to sign on behalf of the Corporation.
Section 9.03. Deposits and Accounts. All funds of the Corporation, not otherwise employed, shall be deposited from time to time in general or special accounts in such banks, trust companies, or other depositories as the Board of Directors or any committee to which such authority has been delegated by the Board may select, or as may be selected by the President or by any other officer or officers or agent or agents of the Corporation, to whom such power may from time to time be delegated by the Board. For the purpose of deposit and for the purpose of collection for that account of the Corporation, checks, drafts, and other orders of the Corporation may be endorsed, assigned, and delivered on behalf of the Corporation by any officer or agent identified by the Corporation. Any contribution not specified for a specific project by the donor will default to the general fund.
Section 9.04. Fund Dispersal. Payments from the Corporate Account will follow the following process. A written request will be submitted to the Finance Committee. This will be forwarded to the Board for approval, and the entity which submitted the request will be notified by the Treasurer with a decision and action. Items over $100 will require a minimum of two quotes.
Section 9.04. Investments. The funds of the Corporation may be retained in whole or in part in cash or be invested and reinvested on occasion in such property, real, personal, or otherwise, or stock, bonds, or other securities, as the Board of Directors in its sole discretion may deem desirable, without regard to the limitations, if any, now imposed or which may hereafter be imposed by law regarding such investments, and which are permitted to organizations exempt from Federal income taxation under Section 501(c)(3) of the Internal Revenue Code.
ARTICLE X - BOOKS AND RECORDS
Section 10.01. Books and Records. Correct books of account of the activities and transactions of the Corporation shall be kept at the office of the Corporation. These shall include a minute book, which shall contain a copy of the Certificate of Incorporation, a copy of these Bylaws, and all minutes of meetings of the Board of Directors. The officer named as Secretary will oversee that correct and accurate records are maintained.
ARTICLE XI - AMENDMENTS
Section 11.01. Amendments. These Bylaws may be amended when necessary by a two-thirds majority of the Board of Directors. Proposed amendments must be submitted to the Secretary to be sent out with regular Board announcements.
These Bylaws were approved at a meeting of the Board of Directors of The New Sun Rising on
__January 20_, 2007
