NEXT STEPS for DRAFT BYLAWS
1. Bylaws: Submit suggestions, corrections, ideas and concerns about the draft Bylaws to Tom Patten at firstname.lastname@example.org. Please submit your comments to Tom by Friday, April 1.
2. Nominations: The Planning Committee has formed a Nominating Committee to develop a recommendation for the initial slate of nine voting members of the Planning Committee. Please send nominations (including self-nominations) to one or more members of the Nominating Committee by Friday, April 1.
- Bill Van Druten email@example.com
- Charles Gessert firstname.lastname@example.org
- Marge Longstreth email@example.com
- Rayanne Swanson firstname.lastname@example.org
DRAFT BYLAWS 03/06/16
LAKE SUPERIOR FREETHINKERS
ARTICLE I: NAME OF ORGANIZATION
The name of this organization is Lake Superior Freethinkers. Hereinafter it shall be known as LSF.
ARTICLE II: PURPOSE
The purpose of LSF is to serve as an educational and friendship group, supporting morality without superstition, freedom from religion, church and state separation, and rational thought.
ARTICLE III: LOCATION
The principal office of LSF, at which the general business of the organization will be transacted and where the records of the organization will be kept, shall be at such location in the area of Duluth, Minnesota, as may be fixed from time to time by the Planning Committee of LSF.
ARTICLE IV: PLANNING COMMITTEE
Section 1. Definition. The Planning Committee of LSF shall function as the Board of Directors of LSF. References to the Planning Committee in these bylaws are to the voting members of the Planning Committee, as defined herein. Planning Committee meetings shall be open to all participants in the LSF community, except during closed meetings as defined herein.
Section 2. Number and Qualifications of Voting Mmebers. The Planning Committee of LSF shall be composed of not less than seven (7) and not more than nine (9) voting members who are broadly representative of LSF interests, or possess applicable professional experience, or who have an expressed support for the general purposes of LSF.
Section 3. Governing Powers. The Planning Committee of LSF shall have all the powers and duties necessary or appropriate for the overall direction of LSF. The Planning Committee may engage in such acts and do such things as are not prohibited by a law or these bylaws.
Section 4. Election and Term of Office. Voting members of the Planning Committee of LSF shall be elected at the annual meeting of the Planning Committee for a term of two (2) years. Terms shall be staggered, so that approximately half of the members of the Planning Committee have terms that begin and end at the time of the annual meeting in odd numbered years, and approximately half in even numbered years. Members of the Planning Committee shall be allowed to stand for election for an unlimited number of consecutive two (2)-year terms. The members of the Planning Committee shall hold office until their successors have been elected. All terms of office of members of the Planning Committee – including those elected to fill a vacancy – shall commence immediatedly following their election by the Planning Committee.
Section 5. Vacancies. Vacancies in the membership of the Planning Committee caused by any reason shall be filled by a vote of the majority of the remaining members. Each person so elected shall be a member until that person or a successor is elected by the Planning Committee at the next annual meeting.
Section 6. Removal of members of the Planning Committee.
a. At any annual or duly called special meeting of the Planning Committee, any one or more of the members may be removed without cause by a vote of the majority of the entire members of record. A successive member may then and there be elected to fill the vacancy thus created. Any member whose removal has been proposed shall be given at least thirty (30) days notice of the intent to take such action and an opportunity to be heard at this meeting.
b. After two (2) unexcused absences during any calendar year, a member will automatically be removed from the Planning Committee. At the Planning Committee’s discretion, such member may be reinstated.
Section 7. Compensation. No compensation shall be paid to members of the Planning Committee for their services to LSF. Members may be reimbursed for actual expenses incurred by them in the performance of their LSF duties.
Section 8. Annual Meetings. The May meeting of each year shall be the annual meeting of the Planning Committee. This meeting shall be held for the purpose of electing voting members and officers, and the consideration of any other business that may be properly brought before it. The time and place of this annual meeting of the Planning Committee shall be conveyed to each member at least fifteen (15) calendar days in advance of the meeting.
Section 9. Regular Meetings. Regular meetings of the Planning Committee may be held at such time and place as shall be determined from time to time by a majority of the members. The Planning Committee shall meet at least one (1) time each year (see Section 8).
Section 10. Special Meetings. Special meetings of the Planning Committee may be called by the Chair of the Planning Committee upon at least seven (7) calendar days notice to all current active members, or on shorter notice if approved by a majority of current active members. This notice shall be given personally or by mail, telephone or electronic communication. The notice shall state the place, time and the purpose of the meeting. The Secretary of LSF in like manner and in like notice shall call a special meeting upon the written request of at least three voting members.
Section 11. Quorum. At all meetings of the Planning Committee, a majority of the voting members of record (current active members) shall constitute a quorum for the transaction of all authorized business. Where the computation results in a fractional number, it shall be rounded upward to the next whole number. The acts of the majority of the voting members present at a meeting at which a quorum exists shall be the acts of the Planning Committee, except where a larger number is required by law or these bylaws.
a. Members may participate in meetings in person or by means of remote communication such as telecommunication or video conferencing. Participation in a meeting by remote communication constitutes presence at the meeting for all purposes, including quorum requirements and voting.
Section 12. Open and Closed Meetings. The meetings of the Planning Committee shall be open to all participants in the LSF community, and active involvement of participants who are not voting members of the Planning Committee shall be encouraged. The Planning Committee may go into closed session – restricted to voting members – by majority vote of voting members at a duly constituted meeting.
a. In general, issues brought before the Planning Committee shall be discussed and resolved by consensus, with input from Planning Committee members and other LSF community participants. In general, issues that are resolved by consensus shall be recorded in the minutes as “by consensus” without recording a formal vote. At the discretion of the presiding officer (Chair, Vice-Chair or designee), any issue may be put to a formal vote of the Planning Committee, and the results of the vote shall be recorded in the minutes.
Section 13. Proxies. No voting by proxy shall be permitted in the meetings of the Planning Committee of LSF.
ARTICLE V: OFFICERS
Section 1. Designation. Principal Officers of the Planning Committee of LSF shall be a Chair, a Vice-Chair, a Treasurer, and a Secretary. At the discretion of the Planning Committee, other Officers may be elected with duties that the Planning Committee shall prescribe.
Section 2. Election of Officers. The Officers shall be voting members of the Planning Committee and be elected annually by the Planning Committee at its annual meeting and, unless sooner removed by the Planning Committee, the Officers shall serve for a term of two (2) years, or until their successors are elected. A vacancy in any office may be filled by a majority vote of the Planning Committee for the unexpired portion of the term. The Planning Committee shall also have the authority to appoint such temporary or acting Officers as may be necessary during the temporary absence or disability of the regular officers.
Section 3. Removal. Any Officer may be removed with or without cause by the Planning Committee by affirmative vote of a majority of all the voting members. The matter of removal may be acted upon at any meeting of the Planning Committee, provided that notice of intention to consider said removal has been given to each voting member and to the Office affected at least fifteen (15) calendar days previously.
Section 4. Chair. The Chair shall be the principal officer of the LSF. Subject to the direction and control of the Planning Committee, the Chair shall see that the resolutions and directives of the Planning Committee are carried into effect, and, in general, shall discharge all duties incident to the office of Chair and as prescribed by the Planning Committee. The Chair shall preside at all meetings of the Planning Committee, except in those instances in which the authority to execute is expressly delegated to another officer or agent of the LSF. The Chair may execute for the LSF all contracts and other instruments in writing that may be required or authorized by the Planning Committee. The Chair shall appoint members to stand committees, establish and appoint members to other committees.
Section 5. Vice Chair. It will be the duty of the Vice Chair to act in the absence or disability of the Chair and to perform such duties as may be assigned to him or her by the Chair.
Section 6. Secretary. The Secretary of LSF shall be responsible for keeping the organization's records. He or she shall keep (or cause to be kept) the minutes of all meetings of the Planning Committee. The Secretary shall give or cause to be given all notices of the meetings of the Planning Committee and other notices required by law or by these bylaws. The Secretary shall be responsible for the keeping of all books, correspondence, committee minutes and papers relating to the business of LSF, except those of the Treasurer.
Section 7. Treasurer. The Treasurer shall be responsible for preparation of the proposed annual budget and shall keep (or cause to be kept) records belonging to LSF. The Treasurer shall present to the Planning Committee at their respective annual meeting a report of the finances of LSF and shall from time to time make such other reports to the Planning Committee as it may require. The Treasurer shall Chair the meetings of the Finance Committee, if any.
ARTICLE VI: FISCAL MANAGEMENT
Section 1. Fiscal Year. The fiscal year of LSF shall begin on January 1 of each year.
Section 2. Books and Accounts. Books and accounts of LSF shall be kept under the direction of the Treasurer of LSF.
Section 3. Execution of LSF's Documents. The Planning Committee may authorize any Officer or Officer's agent or agents to enter into any contract or to execute and deliver any instrument in the name of and on behalf of LSF.
Section 4. Deposits. All funds of LSF not otherwise employed shall be deposited from time to time to the credit of LSF in such bank or banks or other depositories as the Planning Committee may elect.
Section 5. Conflict of Interest. The Planning Committee shall not enter into any contract or transaction with (a) one or more of its voting members, (b) a director of a related organization or (c) an organization in or of which a member of the Planning Committee of LSF is a director, officer or legal representative, or in some other way has a material financial interest
- Questions about potential conflicts of interest shall be resolved by majority vote of the Planning Committee at a duly constituted meeting.
Section 6. Checks, Drafts, Etc. All checks, drafts and other orders for payment of funds will be signed by such Officers or such other persons as the Planning Committee shall designate in its approved financial policies.
Section 7. Indemnity. LSF shall indemnify and hold harmless any voting member or Officer from any suit, damage, claim, judgment or liability arising out of, or asserted to arise out of conduct of such person in his or her capacity as a voting member or Officer except in cases involving willful misconduct.
Section 8. Examination by voting members. LSF Planning Committee members shall have a right to examine, in person or by agent or attorney, at any reasonable time or times, and at the place or places where usually kept, all books and records of LSF and make extracts or copies therefrom.
Section 9. Ethics and Whistleblowing. It is the intention of the Planning Committee that when voting members, Officers, contractors and volunteers are engaged in organization-related activities, they routinely observe all legal requirements and conduct themselves with the highest ethical principles in mind, regardless of whether the organization has adopted a formal Ethics policy. Individuals believing in good faith that a voting member, officer, contractor, or volunteer has engaged in illegal or unethical conduct are encouraged to bring their concerns to the Chair or Treasurer for review, investigation, and rectification as warranted. It is the intent of the Planning Committee that such individuals shall experience no undue negative consequences as a result of reporting such concerns in good faith.
ARTICLE VII: AMENDMENTS
Section 1. Amendments. The Planning Committeee shall have the power to amend these bylaws. To amend the bylaws, the Planning Committee shall provide written notice of the proposed amendment(s) to current active voting members at least fifteen (15) calendar days prior to a duly called meeting. With such notice, amendment(s) may be adopted by a two-thirds vote of the Planning Committee at a duly constituted meeting.