Bylaws

Bylaws Checklist

EdenAcres Bylaws

ARTICLE I: NAME AND PURPOSE

Section 1.1 – Name: The name of this nonprofit corporation is EdenAcres Environmental Education, hereinafter referred to as “EdenAcres”.

Section 1.2 – Purpose: EdenAcres is a learning community that explores sustainability education best practices through the iterative development of a model sustainability education learning environment. This organization shall be organized and operated exclusively for charitable, literary, scientific and educational purposes.

The Mission of EdenAcres is to engage students and teachers in active learning for transition to a sustainable society. To accomplish its purpose and mission, EdenAcres applies the expertise and time of its volunteers and staff, and also acts as a clearing house of information pertaining to sustainability education best practices for educators and learners in the Pacific Northwest and the world.

To maximize the organizations impact, EdenAcres may seek to collaborate with other non-profit organizations which fall under the 501(c) (3) section of the Internal Revenue Code, institutions of education, governmental organizations, and community organizations, groups, and committees.

At times, per the discretion of the board of directors, EdenAcres may provide internships or volunteer opportunities which shall provide opportunities for involvement in said activities and programs in order to have a greater impact for change.

Section 1.3 - Limitation/Methods: Subject to the limitations stated in the Articles of Incorporation, the purposes of the corporation shall be to engage in any lawful activities, none of which are for profit, for which corporations may be organized under Chapter 65 of the Oregon Revised Statutes (ORS 65) and Section 501(c)(3) of the Internal Revenue Code of 1954 or their corresponding future statues.

ARTICLE II: MEMBERSHIP

Section 2.1 - Non-voting membership: The board shall have the authority to establish and define non-voting categories of membership.

ARTICLE III: BOARD OF DIRECTORS

Section 3.1 – Duties/Roles:

• 1. The affairs of the corporation shall be managed by the Board of Directors, hereafter referred to as the Board.

  2. The Board is responsible for overall policy and direction of the association and delegates responsibility of day to day operations to an Executive Director.

  3. The Board has the authority to hire and fire, for due cause, an Executive Director.

  4. The Board annually reviews the Executive Director’s performance and issues instructions reinforcing current actions and/or directing corrective actions to ensure achievement of EdenAcres objectives and adherence to the job description(s). The Board also reviews its own performance annually.

  5. The Board will approve the selection of financial services, payroll and banking.

  6. Board Officers are elected by the Board at the last regularly scheduled meeting of the fiscal year for the following year’s term. Officer terms are one year, renewable as long as the Board member is within term limits. Officers shall be nominated and elected by the Board as vacancies arise and nominees become available. The Board may receive recommendations for nominees from committees and an Executive Director.

  7. Board terms shall be staggered so as to intermix experienced and new members.

Section 3.2 – Board Officers

• 1. Board Chair: The Board shall select a Chair. The Board Chair is the elected, local volunteer leader of the Eden Acres Board. The Board Chair is responsible for leading the Board to fulfill its stated duties. The Board Chair is responsible for ensuring that the Board: comply with applicable laws and bylaws; conduct Board business effectively and efficiently; and is accountable for their performance. The Board Chair and Executive Director collaborate to develop Board Meeting agendas and to ensure complete documentation of minutes, actions, and decisions. The Board Chair presides over meetings. The Board Chair is responsible for achieving full participation of members, enforcing Board meeting procedures, and signing official documents (such as grants and memoranda of understanding) on behalf of Eden Acres. The Board Chair, along with the Executive Director, will act as a spokespersons for Eden Acres. The Board Chair and Treasurer must sign checks for any amount over $500.00, once they are registered with Eden Acre’s bank, including the Executive Director’s paychecks.

1. Board Vice Chair: In the absence or disability of the Chair, the Chair’s duties and powers shall be performed and exercised by the Vice Chair. It is expected that the Vice Chair of Eden Acres will become the next Chair.

2. Board Secretary: The Secretary is the chief record keeper of Eden Acres Board Meetings. The Secretary will ensure accurate and sufficient documentation and meeting all legal requirements. The Secretary will fulfill these responsibilities by keeping records of meeting minutes, ensuring their accuracy and availability, proposes policies and practices, submits various reports to the Board, maintains membership records, fulfills any other requirements of the Chair, and performs other duties as the the need arises and/or is defined by the bylaws. Approved Board meeting minutes will be stored on the EdenAcres website and in the office.

3. Board Treasurer: The Treasurer is the chief overseer of finance for EdenAcres. The treasurer ensures adequate bookkeeping and accounting systems and controls, supervises the bookkeeping, and brings to the Board for review monthly statements and reports that communicate the organization’s financial status. The Treasurer interprets these financial statements for the Board and committees, conducts a simple audit of the bookkeeping once a year, and coordinates with the Chair and/or Executive Director on the annual external review. The Board Chair and Treasurer must sign checks for any amount over $500.00, once they are registered with EdenAcre’s bank, including the Executive Director’s paychecks.

Section 3.6 – Number of Board: The number of Board members shall be a minimum of seven (7) and a maximum of twelve (12).

Section 3.7 – Terms: The term for Board members shall be three years. A Board member may serve two (2) consecutive terms. After serving two (2) consecutive terms, a board member may return to service after a one year absence.

Section 3.8 – Resignation, termination, and absences: Resignation from the Board must be in writing and received by the Secretary. A Board member shall be terminated from the Board due to excess absences and/or lack of involvement. A Board member may be removed for these and other reasons by consensus vote of the remaining directors. The Board member being considered for removal shall be offered the opportunity to be present and to be heard at the meeting at which removal is considered.

Section 3.9 – Vacancies: Vacancies of the Board will be filled by a consensus of the Board and will come from the Eden Acres committees and/or elsewhere in the community.

Section 3.10 - Quorum and Action: In order to respect, benefit from, and integrate diversity of perspective, EdenAcres intends to govern by consensus. The board will develop strategies to ensure that action items are fully discussed and vetted by decision stakeholders in a timely manner. A quorum at a Board meeting shall be 80% of the entire Board. If a quorum is present, action is taken by consensus vote. Consensus will be defined as an agreement of at least 80% of the Board. Vote by e-mail and secret ballot are prohibited.

Section 3.11 – Meetings: Regular and special meetings of the Board shall be determined by the Chair and Vice Chair. Notice of such meetings, describing the date, time, place, and purpose of the meeting shall be delivered to each Board member by mail or e-mail, no less than five (5) days prior to the meeting. The Board intends to meet at least monthly. Any regular or special meetings of the Board may be held by teleconference or other form of electronic meeting as long as all Board members can hear each other. No more than 45% of the Board may meet to discuss official Board matters outside of official Board meetings.

• 1. Closed sessions of the board may be called by the chair, the vice chair, the ED, or a simple majority of the directors. Meetings shall be convened in closed session when dealing with confidential matters such as, but not restricted to, individual matters, disciplinary actions, legal and business critical issues. Closed sessions shall be announced in advance through the distributed agenda. The agenda shall contain a brief description of all closed session items to be discussed. During the open portion of the meeting, prior to convening a closed session, the Chair shall identify the reason for holding the closed session. The board shall reconvene in open session before adjourning and report closed session actions and the votes or abstentions thereon, which shall be recorded in the meeting minutes. A board member shall not disclose confidential information received in a closed session unless the board authorizes the disclosure of that information.

Section 3.12 – No Salary: The Board shall not receive any salaries for their services.

Section 3.13 – Indemnification: This corporation, Eden Acres, will indemnify the members of the Board to the fullest extent of the law.

ARTICLE IV: COMMITTEES

Section 4.1 Formation of Committees: The Board may create committees as needed. All committees will be chaired by a Board member. Members of standing and special committees may or may not be members of the Board. The Executive Committee is a standing committee made up of the Board Officers.

a. Executive Committee: The Executive Committee will consist of the Board Officers. The role of the Executive Committee shall be to meet on an as needed basis to handle urgent matters.

Section 4.2 – Limitations on the powers of individuals, committees and task teams: Committee members that are not Board members may attend Board meetings but may not vote in Board decisions. No committee or individual may authorize payment of a dividend or any part of the income or profit of the corporation to its Board; may approve dissolution, merger, or the sale, pledge, or transfer of the corporation’s assets; may elect, appoint, or remove Board or fill vacancies; nor may adopt, amend, or repeal the Articles, bylaws, or any resolution. No committee shall commit the resources of Eden Acres in cash or in kind without Board approval.

ARTICLE V: STAFF

Section 5.1 – Titles: The staff of this corporation will be hired by the Executive Director. The Board may be consulted on staff hiring on an as needed basis.

Section 5.2 – Hiring: The Board will form a task team to identify and recommend an Executive Director. The Board has the power to hire and fire, for due cause, the Executive Director and will prepare a job description detailing actions and outcomes expected of the Executive Director.

Section 5.4 – Executive Director:

1. The Executive Director, paid or volunteer, shall be the Chief Executive Officer of the corporation; is a nonvoting member of the Board; shall be present at all meetings of the Board; shall have responsibility for the general management of the corporation; shall consider input from committees; and, shall see that all orders and resolutions of the Board are carried into effect. The Executive Director is the supervisor of all Eden Acres staff. The Executive Director is the supervisor of all interns and volunteers assigned to the Director.

   1. Executive Director may sign staff payroll checks and other checks under $500.00.

   2. The Executive Director will plan Eden Acres activity ensuring efficiency, effectiveness and focus:

      • maintain the EdenAcres action plan,

      • ensure that EdenAcres programs are in alignment with the corporation's Mission and strategic plan;

• • The Executive Director collaborates with the Board Chair to develop Board Meeting agendas so that meetings and other actions are focused on agreed-to plans and objectives.

d. The Executive Director shall have other powers and duties as may be prescribed by

the Board, in keeping with the current work plan.

ARTICLE VI: AMENDMENTS TO THESE BY-LAWS

These bylaws may be amended or repealed, and new bylaws adopted, by the Board of Directors by a simple majority vote of all members present, if a quorum is present. Prior to the adoption of the amendment, each Officer shall be given at least fourteen days notice of the date, time, and place of the meeting at which the proposed amendment is to be considered, and the notice shall state that one of the purposes of the meeting is to consider a proposed amendment to the bylaws and shall contain a copy of the proposed amendment.

ARTICLE VII: CONFLICTS OF INTEREST

Any Board officer or member with a conflict of interest in regard to a matter to be decided by the Board shall not vote on that matter. The conflict of interest in such matters shall be disclosed in advance by the officer or member affected.

ARTICLE VIII: DISTRIBUTION OF ASSETS UPON DISSOLUTION

Upon dissolution of the corporation, assets shall be distributed to one or more exempt purposes within the meaning of 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future tax code. Any such assets not so disposed of shall be disposed of by the court of the appropriate jurisdiction of the county in which the principle office of the corporation is then located, exclusively for such purposes or to such organizations, as that court shall determine, which are organized and operated exclusively for such purposes.

ADOPTED DATE:

Name of Board Chair:

Signature of Board Chair: _______________________________

Name of Board Secretary:

Signature of Board Secretary: _______________________________

Name of Executive Director:

Signature of Executive Director: _____________________________