Section 2.07. Participation in Meeting by Conference Call. Members may
participate in meetings through use of conference telephone or similar communications
equipment, so long as Members participating in such meeting can hear one
another.
ARTICLE III
AUTHORITY AND DUTIES OF DIRECTORS
Section 3.01. Authority of Directors. The Board of Directors is the policy-making
body and may exercise all the powers and authority granted to the Corporation
by law.
Section 3.02. Number, Selection, and Tenure. The Board shall consist of
not less than five (5) directors and no more than nine (9). Beginning in
February of 2008, directors will be elected by the members at the annual
meeting held each year. Each director shall hold office for a term of three
(3) years, with the term of one director expiring in February 2008, the
terms of two additional directors expiring in February 2010, and the terms
of the final two directors expiring in 2011. 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 directors. In the
event of a tie vote, the President shall choose the succeeding director.
A Director elected to fill a vacancy shall be elected for the unexpired
term of that director’s predecessor in office. The initial board of directors
shall serve a term of seven months beginning July of 2007. A new election
will be held in February of 2008 to establish a Board that will serve the
3 year terms.
Section 3.03. Resignation. Resignations are effective upon receipt by the
Secretary of the Corporation of written notification.
Section 3.04. Regular Meetings. The Board of Directors shall hold at least
two (2) regular meetings per calendar year. Meetings shall be at such dates,
times and places as the Board shall determine.
Section 3.05. Special Meetings. Meetings shall be at such dates, times and
places as the Board shall determine.
Section 3.06. Notice. Meetings may be called by the Chairperson or at the
request of any two (2) directors by notice emailed, mailed, telephoned,
or telegraphed to each member of the Board not less than forty-eight (48)
hours before such meeting.
Section 3.07. Quorum. A quorum shall consist of a majority of the Board
attending in person or through teleconferencing. All decisions 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 3.08. 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 consents shall
have the same force and effect as a unanimous vote of the Board or of the
committee as the case may be.
Section 3.09. Participation in Meeting by Conference Telephone. Members
of the Board may participate in a meeting through use of conference telephone
or similar communications equipment, so long as members participating in
such meeting can hear one another.
Section 3.10. Committees. The Board of Directors may, by resolution adopted
by a majority of the Directors in office, establish committees of the Board
composed of at least two (2) persons which, except for an Executive Committee,
may include non-Board members. 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, and activities
of the Corporation.
Section 3.11. Nominating Committee. There shall be a Nominating Committee,
composed of the President and at least two (2) other members of the Board
of Directors. Each member of the committee shall have one (1) vote and decision
shall be made by the majority.
Section 3.12. Reimbursement. Directors shall serve without compensation
with the exception that expenses incurred in the furtherance of the Corporation’s
business are allowed to be reimbursed with documentation and prior approval.
In addition, Directors serving the organization in any other capacity, such
as staff, are allowed to receive compensation therefore.
ARTICLE IV
AUTHORITY AND DUTIES OF OFFICERS
Section 4.01. Officers. The officers of the Corporation shall be a President,
a Vice-President, a Secretary and Treasurer, and such other officers as
the Board of Directors may designate. Any two (2) or more offices may be
held by the same person, except the offices of President and Secretary.
Section 4.02. Appointment of Officers; 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 convenient.
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 three (3) years. Officers shall hold office until a successor
is duly elected and qualified. Officers shall be eligible for reappointment.
Section 4.03. Resignation. Resignations are effective upon receipt by the
Secretary of the Board of a written notification.
Section 4.04. Removal. An officer may be removed by the Board of Directors
at a meeting, or by action in writing pursuant to Section 3.08, whenever
in the Board’s judgment the best interests of the Corporation will be served
thereby. Any such removal shall be without prejudice to the contract rights,
if any, of the person so removed.
Section 4.05. President. The President 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. The President is a non-voting member of the Board
of Directors.
Section 4.06. Vice-President. The Vice-President may be a director of the
Corporation and will preside at meetings of the Board of Directors in the
absence of or request of the President. The Vice-President shall perform
other duties as requested and assigned by the President, subject to the
control of the Board of Directors.
Section 4.07. Secretary/Treasurer. The Secretary/Treasurer may be a director
of the Corporation and shall keep the minutes of all meetings of the Board
of Directors in the books proper for that purpose. The Secretary/Treasurer
shall also report to the Board of Directors at each regular meeting on the
status of the Council’s finances. The Secretary/Treasurer shall work closely
with any paid executive staff of the Corporation to ascertain that appropriate
procedures are being followed in the financial affairs of the Corporation,
and shall perform such other duties as occasionally may be assigned by the
Board of Directors. The two offices may be split into separate offices at
the discretion of the Board.
Section 4.08. Paid Staff. The Board of Directors may hire such paid staff
as they deem proper and necessary for the operations of the Corporation.
The powers and duties of the paid staff shall be as assigned or as delegated
to be assigned by the Board.
ARTICLE V
INDEMNIFICATION
Every member of the Board of Directors, officer or employee of the Corporation
may be indemnified 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 VI
ADVISORY BOARDS AND COMMITTEES
Section 6.01. Establishment. The Board of Directors may establish one or
more Advisory Boards or Committees.
Section 6.02. 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.
ARTICLE VII
FINANCIAL ADMINISTRATION
Section 7.01. Fiscal Year. The fiscal year of the Corporation shall be
January 1 - December 31 but may be changed by resolution of the Board of
Directors.
Section 7.02. 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 such officer or
officers or agent or agents of the Corporation and in such manner as shall
from time to time be determined by resolution of the Board of Directors
or of any committee to which such authority has been delegated by the Board.
Section 7.03. 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 of the
Corporation.
Section 7.04. 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)(4) of the Internal
Revenue Code.
Section 7.05. Disbursement of Assets. All monies and assets received by the Corporation shall be used in direct support of the activities of the Corporation. Disbursement of funds and assets will be at the direction of the Board of Directors or an authorized representative.
Section 7.06. Disposition of Assets On Dissolution. Should the Patriots’
Border Alliance corporation be dissolved, all assets shall be distributed
for one or more exempt purposes within the meaning of Section 501(c)(3)
of the Internal Revenue Code, or corresponding section of any futur4e federal
tax code, or shall be distributed to the Federal government, or to a state
or local government, for a public purpose.
ARTICLE VIII
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.
ARTICLE IX
AMENDMENT OF BYLAWS
These Bylaws may be amended by a majority vote of the Board of Directors,
provided prior notice is given of the proposed amendment in the notice of
the meeting at which such action is taken, or provided all members of the
Board waive such notice, or by unanimous consent in writing without a meeting
pursuant to Section 3.08.
©2007 Patriots' Border Alliance