ACCESS TRI-CITIES CORPORATE BY-LAWS
ARTICLE I. NAME OF ORGANIZATION
The name of the corporation is ACCESS TRI-CITIES
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ARTICLE II. CORPORATE PURPOSE
Section 1. Nonprofit Purpose
This corporation is organized exclusively for charitable and educational purposes, including, for such purposes, the making of distributions to organizations that qualify as exempt organizations under section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code.
Section 2. Specific Purpose
ACCESS TRI-CITIES provides an event for recognizing and educating local businesses about the importance of diverse and inclusive workplaces. They do this through hosting an annual event including an awards ceremony, workshops, and job fair to create a more inclusive and diverse workforce in the community.
The specific objectives and purpose of this organization shall be:
a. to thank and to provide recognition to local businesses who are creating inclusive workplaces for individuals with disabilities;
b. to provide opportunities for business leaders to network and discuss best practices for creating diverse and inclusive workplaces;
c. to provide training opportunities and applicable resources for local businesses to assist with creating a diverse and inclusive workplace and to assist with reasonable accommodations;
d. to host an annual job fair for the community and for employers to recruit talented candidates.
ARTICLE III. MEMBERSHIP
Section 1. Membership
Membership shall consist of the Board of Directors
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ARTICLE V. BOARD OF DIRECTORS
Section 1. General Powers
The Board is responsible for overall policy and direction of the Corporation and delegates the responsibilities of day to day operations to the members. All of the affairs of the Corporation shall be managed by the Board of Directors. The Board shall have control of and be responsible for the management of the affairs and property of the Corporation. The Board receives no compensation.
Section 2. Number, Tenure, Requirements, and Qualifications
The number of Directors shall be fixed from time-to-time by the Directors but shall consist of no less than five (5) and no more than fifteen (15) including the following officers: the President, Vice-President, Secretary and Treasurer.
The members of the Board of Directors shall, upon election, immediately enter upon the performance of their duties and shall continue in office until their successors shall be duly elected and qualified. All members of the Board of Directors and committees must be approved by a majority vote of the members present and voting. No vote on new members of the Board of Directors, or committees, shall be held unless a quorum of the Board of Directors is present as provided in Section 6 of this Article.
No two members of the Board of Directors related by blood or marriage/domestic partnership within the second degree of consanguinity or affinity may serve on the Board of Directors at the same time.
All Board members shall serve one (1), three (3) year term, but are eligible for re-election for up to five (5) consecutive terms.
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Section 3. Meetings and Notices
The Board shall meet at least monthly, at an agreed-upon time and place. An official board meeting requires that each board member have written notice in advance.
Section 4. Special Meetings
Special meetings of the Board shall be called upon the request of the President or one-third (1/3) of the Board. Notices of special meetings shall be sent out by the secretary to each Board member in advance.
Section 6. Quorum
A quorum must be attended by at least two-thirds (2/3) majority of Board members for business transactions to take place and motions to pass.
Section 7. Board Elections
During the last quarter of each calendar year of the Corporation, the Board of Directors shall elect Directors to replace those whose terms will expire at the end of the calendar year. This election shall take place during a regular meeting of the Directors called in accordance with the provisions of these By-laws.
Section 8. Election
Procedures New Directors shall be elected by a majority of Directors present at such a meeting, provided there is a quorum present. Directors so elected shall serve a term beginning on the first day of the next calendar year.
Section 9. Vacancies
When a vacancy occurs on the Board of Directors mid-term, the secretary must receive nominations for new members from present Board members two weeks in advance of a board meeting. These nominations shall be sent out to Board members with the regular Board meeting announcements to be voted upon at the next Board meeting. These vacancies will be filled only to the end of the particular Board member’s term.
Section 10. 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, more than three (3) unexcused absences from Board meetings in a year.
Any member of the Board of Directors or members of the committees may be removed with or without cause, at any time, by vote of three-quarters (3/4) of the members of the Board of Directors if in their judgment the best interest of the Corporation would be served thereby. Each member of the Board of Directors must receive written notice of the proposed removal at least ten (10) days in advance of the proposed action. An officer who has been removed as a member of the Board of Directors shall automatically be removed from office.
Section 11. Compensation
Members of the Board of Directors shall not receive any compensation for their services as Directors.
Section 12. Informal Action by Directors
Any action required by law to be taken at a meeting of the Directors, or any action which may be taken at a meeting of Directors, may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by two-thirds (2/3) of all of the Directors following notice of the intended action to all members of the Board of Directors.
Section 13. Parliamentary Procedure
Any question concerning parliamentary procedure at meetings shall be determined by the President by reference to Robert’s Rules of Order.
ARTICLE VI. OFFICERS
There shall be four (4) officers of this Board of Directors consisting of the President, Vice-President, Secretary and Treasurer. All officers must have the status of active members of the Board. Their duties are as follows:
Section 1. President
The President shall have the following duties:
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a. Shall convene regularly scheduled Board meetings.
b. Shall preside at all meetings of the Executive Committee or arrange for other members of the Executive Committee to preside at each meeting in the following order: vice president, secretary, and treasurer.
Section 2. Vice-President
The Vice-President shall be vested with all the powers and shall perform all the duties of the President during the absence of the latter, including having the duty of chairing committees on special subjects as designated by the Board.
Section 3. Secretary
The Secretary shall be responsible for keeping records of Board actions, including overseeing the taking of minutes at all Board meetings, sending out meeting announcements, distributing copies of the minutes, and the agenda to each Board member, and assuring that the corporate records are maintained.
Section 4. Treasurer
The Treasurer shall make a report at each Board meeting. The Treasurer shall assist in the preparation of the budget, help develop fundraising plans and make financial information available to the Board members and the public.
ARTICLE VII. COMMITTEES
Section 1. Committee Formation
The Board may create committees as needed, such as fundraising, public relations, data collection, etc. The Board President appoints all committee chairs.
Section 2. Executive Committee
The four officers serve as members of the Executive Committee. Except for the power to amend the Articles of Incorporation and Bylaws, the Executive Committee shall have all the powers and authority of the Board of directors in the intervals between meetings of the Board of Directors, and is subject to the direction and control of the full board.
ARTICLE XII. AMENDMENTS
Section 1. Bylaws
These Bylaws may be amended when necessary by two-thirds (2/3) majority of the Board of Directors. Proposed amendments must be submitted to the secretary to be sent out with the regular Board announcement.
ADOPTION OF BYLAWS
We, the undersigned, are initial directors or incorporators of this corporation, and we consent to, and hereby do, adopt the foregoing Bylaws, consisting of the five (5) preceding pages, as the Bylaws of this corporation.
ADOPTED AND APPROVED by the Board of Directors on this 7th day of June, 2018.
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Jim Bischoff, President – ACCESS TRI-CITIES.
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Christine Moreland, Vice President – ACCESS TRI-CITIES.