STS Roundtable:Bylaws
From STS Roundtable
BYLAWS OF THE STS/RT, INC.
Article 1: Name
The name of the corporation shall be “STS/RT, INC.”
Article 2: Purposes
The Corporation shall operate under the laws of the State of Vermont and Section 501(c)3 of the United States Federal IRS (not-for-profit, tax exempt) Code. The purposes of the corporation shall be educational within the meaning of Section 501(c)3 of the federal tax code and more specifically to be an open learning community that advances the values, theory and practice that create healthy and powerful human work systems that are demonstrably capable, humane and responsible.
Article 3: Office
The registered office of the corporation shall be located at P.O. Box 542 (55 Misty Bay Road), Milton, VT 05468.
Article 4: Members
Section 1. Membership
A natural person may become a member of the corporation by: (1) paying the annual membership fee, (2) completing the appropriate application form, and 3) supporting the purposes of the organization.
Section 2. Voting Rights
Each member in good standing shall be entitled to one vote on each matter submitted to a vote of members. Members must be present at meetings in which matters are raised for vote in order to exercise their voting rights, unless the vote is requested via electronic mail and/or posted letter, in which case each member shall be entitled to one vote via electronic mail and/or posted letter. 11B V.S.A. § 6.20 & 7.21.
Section 3. Termination of Membership
The board of directors, by affirmative vote of two-thirds of all members of the board, may suspend or expel a member for cause after an appropriate hearing, and, by a majority vote of those present and voting at any regularly constituted meeting, may terminate the membership of any member who becomes ineligible for membership, or suspend or expel any member who shall be in default in the payment of dues for the period. The process shall be carried out in good faith. At least 15 days prior written notice shall be given to the member to be expelled, suspended, or terminated. Said notice shall state the reasons for the action, and shall give the member an opportunity to be heard, orally or in writing, not less than five days before the effective date of the proposed expulsion, suspension, or termination, so as to allow the board of directors sufficient time to decide whether the action shall take place. Written notice of the proposed action shall be given by first class or certified mail and sent to the member's last address. 11B V.S.A. § 5.02.
Section 4. Resignation
Any member who does not submit his annual membership fee on or before the scheduled due date shall be considered to have resigned. 11B V.S.A. § 6.30.
Section 5. Reinstatement
On written request signed by a former member and filed with the secretary, the board of directors by the affirmative vote of a majority of the board, may reinstate a member to membership on such terms as the board of directors may deem appropriate.
Section 6. Annual Meeting
The annual meeting of the members shall be held during the annual Fall meeting of the STS.RT, INC., for the purpose of electing directors (stewards) and officers and for the transaction of such other business as may come before the meeting. If the election of directors is not held as specified, the board of directors shall call a special meeting of the members as soon thereafter as is convenient. The failure to hold an annual meeting at a time stated in or fixed in accordance with a corporation's bylaws does not affect the validity of any corporation action. (Added 1995, No. 179 (Adj. Sess.), § 1, eff. Jan. 1, 1997.)
Section 7. Special Meetings
The corporation shall hold a special meeting of members on call of its board or the person or persons authorized to do so by these bylaws; or if the holders of at least five percent of the voting members in good standing sign, date, and deliver to any officer one or more written demands for the meeting describing the purpose or purposes for which it is to be held. 11B V.S.A. § 7.02.
Section 8. Place of meeting
The board of directors may designate any place within or without the State of Vermont as the place of meeting for any annual meeting or for any special meeting called by the board of directors. Annual meetings of the board of directors will be held at the time and location of the annual Fall meeting of the membership. If no Fall meeting is planned, the board of directors will select another appropriate location and time to meet. The board may determine that annual or special meetings may be held by conference call or electronically. If no designation of location is made, or if a special meeting is otherwise called, the place of the meeting shall be the registered office of the corporation in the Town of Milton, State of Vermont. 11B V.S.A. § 7.02(d).
Section 9. Notice of Meeting
Written notice stating the place, day, and hour of the meeting and, in case of a special meeting, the purpose or purposes for which the meeting is called, shall be made to all members by electronic mail (e-mail) at least thirty days in advance of said meeting. It is the responsibility of the members to insure that up-to-date e-mail addresses are available to the secretary. If an annual or special meeting of members is adjourned to a different date, time or place, notice need not be given of the new date, time or place, if the new date, time or place is announced at the meeting before adjournment.
When giving notice of an annual or special meeting of members, a corporation shall give notice of a matter a member intends to raise at the meeting if requested in writing to do so by a person entitled to call a special meeting; and the request is received by the secretary or president of the corporation at least ten days before the corporation gives official notice of the meeting. (Added 1995, No. 179 (Adj. Sess.), § 1, eff. Jan. 1, 1997.) 11B V.S.A. § 7.05.
Section 10. Quorum
At least twenty members represented in person shall constitute a quorum at a meeting of members. If less than twenty members are represented at a meeting, a majority of the members so represented may adjourn the meeting from time to time without further notice. At such adjourned meeting at which a quorum is present any business may be transacted that might have been transacted at the meeting as originally notified. 11B V.S.A. § 7.22.
Section 11. Proxies
At all meetings of members, a member may not vote by proxy 11B V.S.A. § 7.24.
Section 12. Voting Requirements
If a quorum is present, action on a matter by members is approved, if the votes cast by the members favoring the action exceeds the votes cast opposing the action. 11B V.S.A. § 7.23(a). Any action that is proper for a special meeting may be conducted by written ballot or electronically in lieu of a meeting. 11B V.S.A. § 7.08. In the election of directors, cumulative voting for more than one director shall not be permitted. 11B V.S.A. § 7.25.
Section 13. Resolutions
All resolutions offered for the consideration of the members shall be presented in writing prior to discussion before the membership.
Section 14. Rules
Meetings of members shall be governed by Robert's Rules of Order, Newly Revised (1990). 11B V.S.A. § 2.06(b).
Article 5: Board of Directors
Section 1. Powers
The business and affairs of the corporation shall be managed by the board of directors. 11B V.S.A. § 8.01. The board shall have the powers and duties necessary and appropriate for the administration of the affairs of the corporation. The board may appoint committees for any purpose, including an executive committee that may exercise any of the authority of the board. 11B V.S.A. § 8.25.
Section 2. Number, Tenure, and Qualifications
The board of directors of the Corporation shall consist of five members, and shall be the Stewards of the Corporation. All Directors must be individuals. All Directors must be members of the Corporation at the time of their election. Directors shall be elected at the annual meeting of members, and the term of office of each director shall be two years. With the discretion of the Board of Directors, a Director may choose to continue for a 3rd year without election. A Director cannot be elected for more than 2 consecutive terms. A Director (steward) acting in 2005 who chooses to stand for election at the first annual meeting will, if elected, be deemed to be in his/her second year. 11B V.S.A. § 8.02& 8.04.
Section 3. Regular Meetings
A regular meeting of the board of directors shall be held without notice other than this bylaw immediately after and at the same place as the annual meeting of members. The board of directors may provide, by resolution, the time and place and method for holding additional regular meetings without other notice than such resolution. Additional regular meetings shall be held at the principal office of the corporation in the absence of any designation in the resolution. 11B V.S.A. § 8.20.
Section 4. Special Meetings
Special meetings of the board of directors may be called by or at the request of the president or any two directors, and shall be held at the principal office of the corporation or at such other place and by such method as the directors may determine. 11B V.S.A. § 8.20.
Section 5. Notice
Notice of any special meeting, (whether that meeting is held in person, by telephone or other electronic means) shall be given at least forty-eight (48) hours before the time fixed for the meeting, by written notice delivered personally or mailed electronically (e-mail) to each director at his preferred e-mail address. If mailed, such notice shall be deemed to be delivered when sent from the Corporation’s e-mail address without error notice from the server, not less than one day prior to the commencement of the above-stated notice period. Any director may waive notice of any meeting. The attendance of a director at a meeting shall constitute a waiver of notice of such meeting, except where a director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the board of directors need be specified in the notice or waiver of notice of such meeting. 11B V.S.A. § 8.22& 8.23.
Section 6. Quorum
A majority of the number of directors fixed in these bylaws shall constitute a quorum for the transaction of business. The act of a majority of the directors present at a meeting at which a quorum is present shall be the act of the board of directors. Any action consented to in writing by each and every director shall be as valid as if adopted by the board of directors at a duly warned and held meeting of the board, provided such written consent is inserted in the minute book. 11B V.S.A. § 8.24.
Section 7. Voting
Any action that is proper for a special meeting may be conducted electronically or by written ballot in lieu of a meeting. 11B V.S.A. § 8.21.
Section 8. Removal of absent directors
Directors missing three consecutive regular meetings are deemed removed. The Director may be removed only if a majority of the directors then in office votes for the removal. (Added 1995, No. 179 (Adj. Sess.), § 1, eff. Jan. 1, 1997.) 11B V.S.A. § 8.08.
Section 9. Vacancies
Any vacancy occurring in the board of directors may be filled by the affirmative vote of a majority of the remaining directors though less than a quorum of the board of directors. A director elected to fill a vacancy shall be elected for the unexpired term of his predecessor in office. 11B V.S.A. § 8.11.
Section 10. Fees
The board of directors shall establish the annual membership fee and other fees as needed to be assessed from the members at the annual meeting of members. The annual membership fee will be proposed at the annual meeting by the board of directors and voted upon by the membership.
Section 11. Rules
Meetings of the board of directors shall be governed by Robert's Rules of Order, Newly Revised (1990). 11B V.S.A. § 2.06(b).
Article 6: Officers
Section 1. Number
In accord with the laws of the State of Vermont, the officers of the Corporation shall consist of the President (who also serves as the Chair of the Board) and the Secretary-Treasurer (who also serves as the Vice-Chair of the Board) of the Corporation.)
Section 2. Election and Term of Office
The Directors shall elect from among their members the two officers of the Corporation. The officers of the Corporation shall be elected at the meeting of the board of directors held immediately after the annual Fall meeting of the corporation. If the election is not held at such meeting, such election shall be held as soon as possible thereafter as is convenient. Each officer shall hold office until his or her successor has been duly elected and qualified or until his or her death, resignation, or removal in the manner hereinafter provided. 11B V.S.A. § 2.06(b).
Section 3. Removal
Any officer or agent elected or appointed by the board of directors may be removed by the board of directors whenever in its judgment the best interests of the corporation would be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed. Election or appointment of an officer shall not of itself create contract rights.
Section 4. Vacancies
A vacancy in any office because of death, resignation, removal, disqualification or otherwise, may be filled by the board of directors for the unexpired portion of the term.
Section 5. Powers and Duties
The powers and duties of the several officers shall be as provided from time to time by resolution or other directive of the board of directors. In the absence of such provisions, the respective officers shall have the powers and shall discharge the duties associated with such offices.
The President shall be the presiding officer at all meetings and shall exercise all of the powers which customarily pertain to the office of Executive for a non-profit corporation of the State of Vermont.
The President and the Secretary-Treasurer, jointly, shall be responsible for effecting the purposes of the Corporation as specified by the Board, representing the corporation in public forums as needed, administering and coordinating the corporation’s responsibilities, and preparing an agenda for all meetings of the Board.
The Secretary-Treasurer, or other team or member designated by the board of directors, shall be responsible for recording and/or publishing a record of each meeting of the Corporation and shall cause notice to be given of meetings of the Corporation and any committee of the Corporation. The Secretary-Treasurer shall have custody of all records, documents, and papers of the Corporation, and shall keep a true record of all monies received and render an account of all money expended by the Corporation. The Secretary-Treasurer shall oversee the Corporation’s accounting and financial procedures, and shall submit a report on the financial condition of the Corporation at the Annual Meeting and at other such times as the Board may direct. 11B V.S.A. § 8.40.
Section 6. Salaries
The salaries of the officers may be fixed from time to time by the board of directors, and no officer shall be prevented from receiving such salary by reason of the fact that he or she is also a director of the corporation. There shall be no right to a salary and a salary may not be paid unless the board of directors so orders. Salaries of officers are subject to annual review by the membership.
Section 7. Indemnification of Directors and Officers
In any situation where a Director or Officer acted in good faith, and in a manner believed to be in or not opposed to the interests of the Corporation, the Corporation shall indemnify every Director and Officer against expense, including Attorney’s fees, judgments, fines, and amounts paid in settlement actually or reasonably incurred by the director or Officer. This indemnification shall cover any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than by action by or in the right of the corporation), which arises because the person was a Director or Officer of the corporation. In any criminal matter, the indemnification shall extend to any criminal action or proceeding if the Director or Officer has no reasonable cause that his/her conduct was unlawful. The indemnification required by the article shall be in addition to any other rights to which the director or Officer might be entitled under any Resolution adopted by the membership after notice. The indemnification shall continue as to a person who has ceased to be a Director or Officer, and shall inure to the benefit of his/her heirs, executors, and administrators.
Article 7: Contracts, Loans, Checks, and Deposits
Section 1. Contracts
The board of directors may authorize any officer or officers, agent or agents, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Corporation, and such authority may be general or confined to specific business.
Section 2. Loans
No loans shall be contracted on behalf of the Corporation and no evidences of indebtedness shall be issued in its name unless authorized by a resolution of the board of directors. No loans shall be made by the Corporation or its subsidiaries to its Directors and/or Officers and/or their representatives. Such authority may be general or confined to specific instances.
Section 3. Checks, Drafts, or Orders
All checks, drafts, or other orders for the payment of money, notes, or other evidences of indebtedness shall be signed by such officer or officers, agent or agents of the Corporation and in such manner as from time to time shall be determined by resolution of the board of directors.
Section 4. Deposits
All funds of the Corporation not otherwise employed shall be deposited from time to time to the credit of the Corporation in such banks, trust companies, or other depositories as the board of directors shall select.
Section 5. Limitations
No part of the net earnings of the corporation shall inure to the benefit of any member, trustee, director, or officers of the Corporation, or any private individual, except that reasonable compensation may be paid for services rendered to or for the corporation affecting one or more of its purposes. No member, trustee, director, or officers of the corporation, or any private individual, shall be entitled to share in the distribution of any of the corporate assets upon dissolution of the Corporation.
Notwithstanding anything else contained herein to the contrary, the purposes and powers of the corporation shall not include, and the corporation shall not engage in, activities of which a substantial part is carrying on propaganda or otherwise attempting to influence legislation, nor activities which involve participation or intervention in (including the publishing or distribution of statements)any political campaign on behalf of any candidate for public office; nor activities which conflict with the requirements of Section 501(c)3 of the Internal Revenue Code and regulations promulgated thereunder, as they may be in force and be amended from time to time.
Article 8: Fiscal Year.
The fiscal year of the Corporation shall be July 1 to June 30.
Article 9: Waiver of Notice.
Whenever any notice is required to be given to any member or director of the corporation under the provisions of law or these bylaws, a waiver thereof in writing, signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.
Article 10: Amendments
These bylaws may be altered, amended, or repealed, and new bylaws may be adopted by the membership in attendance at the annual meeting of the membership. 11B V.S.A. § 2.06.
Article 11: Books and Records
The corporation shall keep correct and complete books and records of account and shall also keep minutes of the proceedings of its members, board of directors and committees having and exercising any of the authority of the board of directors, and shall keep at the principal office a record giving the names and addresses of the members entitled to vote. All books and records of the corporation may be inspected by any member, or his agent or attorney, for any proper purpose at any reasonable time.
Article 12: Dissolution or Sale of Assets
A fifty-one percent (51%) vote of the membership shall be required to sell or mortgage assets of the corporation not in the regular course of business or to dissolve the corporation. 11B V.S.A. § 12.02& 14.02. Upon dissolution of the corporation, any assets remaining after payment of or provision for its debts and liabilities shall, consistent with the purposes of the organization, be paid over to charitable organizations exempt under the provisions of Section 501(c)(3) of the U.S. Internal Revenue Code or corresponding provisions of subsequently enacted federal law. Such assets shall be transferred or distributed as the Board of Directors shall select. Any such assets not so disposed of shall be disposed of by a Court of Competent Jurisdiction of the county in which the principal office of the corporation is then located, exclusively for such purposes or to such organization or organizations, as such Court shall determine, which are organized and operated exclusively for such purposes. No part of the net assets or net earnings of the corporation shall inure to the benefit of or be paid or distributed to an officer, director, member, employee, or donor of the organization.
