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BYLAWS
of the Alliance for Sustainability (AFS) A
I. ARTICLE 1 - DEFINITIONS, OFFICIAL NAME, AND CHARACTER
1.2 Official Name.
The name of the organization shall be the Alliance for Sustainability.
The Alliance for Sustainability is a nonstock and nonprofit corporation organized exclusively for charitable, educational, and scientific purposes consistent with its vision statement. II. ARTICLE 2 - MISSION AND VISION IV. ARTICLE 4 - BOARD OF DIRECTORS 4.1 Board of Directors.
The business and affairs of AFS shall be managed under the direction of the Board of Directors. The powers of AFS shall be exercised by, or under the authority of, the Board except as otherwise provided by statute, these Bylaws, or a resolution of the Board.
4.2 Duties of Directors.
a. Directors are responsible to meet their fiduciary duties of care and loyalty, including: to ensure effective representation of the public in planning and priorities, sufficient structure and resources to successfully work toward the mission, Corporation’s programs and services are of high-quality, and conformance to applicable laws and regulations.
b. All Board Members are expected to serve on at least one Committee.
4.3 Number and Election of Directors.
The Board of Directors shall consist of not fewer than 9 and not more than 15 Directors. The Directors shall be determined by the Board at the annual meeting of the Board.
4.4 Term of Office.
Directors shall serve three-year terms that may be renewed once for another three-year period. The term of a Director can be renewed by a majority vote of Board. The Member can repeat this sequence if s/he has at least one year out of service.
4.5 Transition to Staggered Terms of Office.
a. An initial term provision shall be enacted upon the approval of these bylaws, in order to create staggered term expirations for Directors. Of the Directors selected to serve beginning in December 2008, one third shall have a term of one year, one third shall have a term of two years, and one third shall have a term of three years.
b. If the total number of Directors makes it impossible for a 1/3 distribution for each length of term, the number of Directors serving one and two year terms shall be equal, and the number of Directors serving three year terms shall be less than 1/3 of board members.
c. Terms of less than three years shall be deemed the first term of Board service for the purposes of section 4.4 term limits.
4.6 Nomination and Selection of Candidates for Directors.
Directors shall be selected by the Board per the procedures set forth by the Board Development Committee at the Annual Meeting.
4.7 Vacancies.
Vacancies in the Board, including vacancies resulting from an increase in the number of Directors, may be filled by a majority of the remaining Directors, even if there be less than a quorum. Each person so elected shall be a Director to serve for the balance of the unexpired term, which shall not be considered the first term of service for the new Director for the purposes of section 4.4.
4.8 Removal of Directors.
Any Director may be removed from office without assigning any cause by the vote of a two-thirds majority of the Board.
4.9 Resignations.
Any Director may resign at any time by giving written notice to the Corporation. The resignation shall be effective upon receipt by the Corporation or at such subsequent time as may be specified in the notice of resignation.
4.10 Compensation of Directors.
In accordance with Corporate law of public charities, Board members will not be compensated for their service, and can be reimbursed for direct and incurred expenses only.
4.11 Voting Rights.
Every Director shall be entitled to one vote.
4.12 Voting by Proxy. Voting by Proxy is not permitted.
4.13 Motions.
Passage of a motion requires a simple majority of 51%.
V. ARTICLE 5 - COMMITTEES
5.1 Establishment and Powers.
The Board may appoint ad hoc committees as needed according to the mission and current strategic priorities. Each committee is chartered with a chair, purpose, membership, terms and goals. Committees are advisory to the Board, and cannot act as fiduciaries, or be delegated fiduciary responsibilities of the Board.
5.2 Term.
Each committee of the Board shall serve at the pleasure of the Board.
5.3 Committee Organization.
Each committee is chaired by a Director. Each committee shall keep regular minutes of its proceedings and report the same to the Board at each regular meeting. Each committee shall determine its own organization, appoint its own members, and determine times and places of meetings unless the Board otherwise directs. Any Director may choose to serve on any committee or sub-committee at will, with the exception of the Executive Committee. Each Committee may form sub-committees for the purpose of performing designated tasks. Non-Board members may serve on committees and Chair the sub-committees of any standing or ad hoc committees, with the exception of the Executive Committee.
5.4 Standing Committees.
The Board of Directors shall have seven standing committees: Executive, Board Development, Personnel, Finance, Fundraising, Communication and Public Relations, and Programs. The Committee Chairs must be Members of the Board of Directors.
a. Executive Committee - The Executive Committee shall be composed of the Chairs of the six standing committees. The Chairperson of the Board of Directors will chair the Executive Committee. The Executive Committee shall act for and on behalf of the Board of Directors when the Board is not in session, but shall be accountable to the Board of Directors for its actions. The Executive Committee shall ensure that each Committee is attending to its purpose and work plan. The Executive Committee shall also determine the compensation for any employees or consultants, and review the performance of compensated individuals at least annually.
1. Any action which may be taken at a meeting of the Executive Committee may be taken without a meeting, if a consent or consents in writing, setting forth the action so taken, shall be signed by all Officers and filed with the Secretary of the Corporation. For the purposes of these bylaws, an electronic signature is acceptable and binding.
b. Board Development Committee - The Board Development Committee shall ensure high-quality operations of the governing Board of Directors, including staffing, orienting, and training. The Chairperson of the Board of Directors shall Chair the Board Development Committee.
c. Personnel Committee - The Personnel Committee shall oversee development and implementation of policies and procedures for recruitment, development, and supervision of staff (paid and volunteer). The Chairperson of the Personnel Committee shall be selected by, and can be removed by, the Board.
d. Finance Committee - The Finance Committee shall oversee development and implementation of the annual budget, generation and analysis of financial information, and adoption and implementation of fiscal policies and procedures. The Secretary/Treasurer of the Board of Directors shall Chair the Finance Committee.
e. Fundraising Committee - The Fundraising Committee shall develop and oversee implementation of the Fundraising Plan, including the fundraising target, identification of sources of funds, solicitation of funds, and administration of grants. The Chairperson of the Fundraising Committee shall be selected by, and can be removed by, the Board.
f. Communications and Public Relations - The Communications and Public Relations Committee shall develop and oversee implementation of a Communications Plan. The Communications Plan shall include identification of the major stakeholders, desired messages to convey to each, how each message will be conveyed, by whom and when. The Chairperson of the Communications and Public Relations Committee shall be selected by, and can be removed by, the Board.
g. Programs Committee - The Programs Committee shall ensure each program has well specified clientele, goals, resources, and expected results. The Programs Committee shall also evaluate the quality of the process and results of programs. The Programs Committee shall be represented in all financial and fundraising planning. The Vice-Chairperson of the Board of Directors shall be the Chair of the Programs Committee.
VI. ARTICLE 6 - MEETINGS OF DIRECTORS
6.1 Place of Meetings.
Meetings of the Board may be held at such place the Board may appoint or as may be designated in the notice of the meeting.
6.2 Annual Meeting.
Unless the Board provides by resolution for a different time and date, the annual meeting of the board, for the election of Directors, the election of officers, or the transaction of any other business which may be brought before the meeting, shall be held on third Thursday of October.
6.3 Regular Meetings.
Regular meetings of the Board may be held at such place and time as shall be designated by the Board. Five days' notice of any meeting shall be given to each Director, and the agenda for that meeting shall be provided at the time of notice.
6.4 Special Meetings of the Board.
Special meetings of the Board may be called by the Chairperson or by a coalition of three or more Directors and shall be held at such time and place as shall be designated in the call for the meeting. Five days' notice of any special meeting shall be given to each Director. Such notice shall state the time and place of such special meeting but need not state the purpose of the special meeting.
6.5 Quorum.
A simple majority of the Directors (at least 51%) shall constitute a quorum for the transaction of business. The acts of a majority of the Directors present at a meeting at which a quorum is present shall be the acts of the Board.
6.6 Participation in Meetings.
One or more Directors may participate in a meeting of the Board or a committee thereof by means of conference telephone, interactive computer network, or similar communications equipment by means of which all persons participating in the meeting can communicate with each other in real time.
6.7 Organization.
Every meeting of the Board shall be presided over by the Chairperson or, in the absence of the Chairperson, the Vice Chairperson. In the absence of the Chairperson and Vice Chairperson, the Secretary/Treasurer shall preside. If the Secretary/Treasurer is acting as Chairperson, they may choose to delegate their Secretary duties to another Director for the duration of that meeting. In the event of the absence of all Executive Officers, the Chairperson shall appoint a Director of their choosing to preside.
VII. ARTICLE 7 - OFFICERS
7.1 Number.
The Officers of the Board shall consist of a Chair, Vice Chair, and Secretary/ Treasurer.
7.2 Election and Term of Office.
Officers are elected by the Board and will serve a term of one year.
7.3 Removal of Officers. Any Officer may be removed from office without assigning any cause, by motion of the Board at any meeting of the Board.
7.4 Resignations.
Any officer may resign at any time by giving written notice to the Corporation. The resignation shall be effective upon receipt by the Corporation or at such subsequent time as may be specified in the notice of resignation.
7.5 Chairperson.
The Chairperson shall preside at all Board meetings, act as the spokesperson for the Board of Directors, and fulfill the Chairperson job description as adopted by the Board of Directors and perform other duties as associated with the office as set out elsewhere in these bylaws. The Chairperson shall also be the Chair of the Executive Committee and the Board Development Committee. For purposes of Chapter 181 of the Wisconsin Statutes, the Chairperson shall be the president of the Alliance for Sustainability.
7.6 Vice-Chairperson.
The Vice-Chairperson shall assume the duties of the Chairperson when the latter is unable or unwilling to carry them out, and shall fulfill the Vice-Chairperson job description adopted by the Board of Directors. The Vice-Chairperson shall also be the Chair of the Programs Committee. For purposes of Chapter 181 of the Wisconsin Statutes, the Vice-Chairperson shall be the vice president of the Alliance for Sustainability.
7.7 Secretary/Treasurer.
The Secretary/Treasurer shall keep the minutes of the meetings of the Board, be custodian of approved minutes and organizational documents, and send out copies of minutes to all. The Secretary/Treasurer shall keep record of the organization’s budget, prepare financial reports as needed, and act as custodian of any organizational funds. The Secretary/Treasurer may delegate these tasks to staff, but must retain responsibility for their completion, and shall fulfill the Secretary/Treasurer job description as adopted by the Board of Directors. The Secretary/Treasurer shall also Chair the Finance Committee. For purposes of Chapter 181 of the Wisconsin Statutes, the Secretary/Treasurer shall be the secretary and treasurer of the Alliance for Sustainability.
VIII. ARTICLE 8 - ADVISORY BOARD
8.1 Advisory Board.
The Board shall be advised by an Advisory Board which shall work according to a Board-approved charter that specifies its purpose, membership, terms, and frequency of meetings. The Advisory Board shall have at least one member who is also a Director. This person shall act as a liaison between the Advisory Board and the Board.
IX. ARTICLE 9 - INDEMNIFICATION
9.1 Indemnification. The Corporation shall indemnify any Director or office of the Corporation and who was or is a party or is threatened to be made a party to any proceeding (which shall include for the purposes of this Article any threatened, pending, or completed action, or other proceeding whether civil, criminal, administrative, or investigative (other than an action by or in the right of the Corporation)) by reason of the fact that such person was or is an authorized representative of the Corporation against expenses (which shall include for purposes of this Article attorney's fees), judgments, fines, and amounts paid in settlement actually and reasonably incurred by such person in connection with such action or proceeding if such person acted in good faith and in a manner such person reasonably believed to be in, or not opposed to, the best interests of the Corporation and, with respect to any criminal proceeding, had no reasonable cause to believe such person's conduct was unlawful.
9.2 Advancement of Expenses.
The Corporation shall pay the expenses (including attorneys' fees and disbursements) actually and reasonably incurred in defending a proceeding on behalf of any person entitled to indemnification under Section 13.1 in advance of the final disposition of such proceeding upon receipt of an undertaking by or on behalf of such person to repay such amount if it shall ultimately be determined that such person is not entitled to be indemnified by the Corporation as authorized in this Article. The financial ability to make such repayment shall not be prerequisite to the making of an advance.
9.3 Security for Indemnification Obligations.
To further effect, satisfy, or secure the indemnification obligations provided herein or otherwise, the Corporation may maintain insurance, obtain a letter of credit, act as self-insurer, create a reserve, trust, escrow, cash collateral, or other fund or account, enter into indemnification agreements, pledge or grant a security interest in any assets or properties of the Corporation, or use any other mechanism or arrangement whatsoever in such amounts, at such costs, and upon other terms and conditions as the Board shall deem appropriate.
9.4 Reliance Upon Provisions.
Each person who shall act as a Director or officer of the Corporation shall be deemed to be doing so in reliance upon the rights of indemnification provided by this Article.
9.5 Amendment or Repeal.
All rights of indemnification under this Article shall be deemed a contract between the Corporation and the person entitled to indemnification under this Article pursuant to which the Corporation and each such person intend to be legally bound. Any repeal, amendment, or modification hereof shall be prospective only and shall not limit, but may expand, any rights or obligations in respect of any proceeding whether commenced prior to or after such change to the extent such proceeding pertains to actions or failures to act occurring prior to such change.
9.6 Scope of Article.
The indemnification, as authorized by this Article, shall not be deemed exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under any statue, agreement, vote of shareholders or disinterested Directors or otherwise, both as to action in an official capacity and as to action in any other capacity while holding such office. The indemnification and advancement of expenses provided by, or granted pursuant to, this Article shall continue as to a person who has ceased to be a Director or an officer of the Corporation in respect of the proceedings pertaining to actions or failures to act occurring prior to such time, and shall inure to the benefits of the heirs, executors, and administrators of such person.
X. ARTICLE 10 - CONFLICT OF INTEREST
10.1 Conflict of Interest.
Any member of the Board who has a financial, personal, or official interest in, or conflict (or appearance of a conflict) with any matter pending before the Board, of such nature that it prevents or may prevent that member from acting on the matter in an impartial manner, will offer to the Board to voluntarily excuse him/herself and will vacate his/her seat and refrain from discussion and voting on said item, as outlined in the approved Conflict of Interest policy. Directors with a conflict of interest may be counted in determining the presence of a quorum at a meeting of the Board in which they are refraining from discussion and voting.
XI. ARTICLE 11 – AMENDMENTS
11.1 Amendments.
Bylaw changes shall require a two-thirds majority vote of the elected Board. Any proposed revisions to the bylaws must be distributed to the Board of Directors at least five days prior to a vote.
XII. ARTICLE 12 – FISCAL POLICIES
12.1 Fiscal Year.
The fiscal year of the Corporation shall begin on January 1st and end on December 31st of a calendar year.
Revised November 24, 2008. |