NORTHERN NEVADA MARCHES FORWARD
Name and Purpose
Section 1. The name of this organization shall be Northern Nevada Marches Forward.
Section 2. Northern Nevada Marches Forward is an inclusive organization with a mission to support, listen to, learn from, spotlight, and uplift the voices and power of diverse people and communities to create transformative social change. All of our work supports our belief… Better Together.
Section 1. Governance shall consist of the board of directors.
Board of Directors
Section 1. Board role, size, and compensation: The board is responsible for overall policy and direction of the association. The board shall have up to 18, but not fewer than 5 members. The board must be, to the greatest extent possible, representative of the communities we support and must be inclusive of diverse communities. The board receives no compensation other than reimbursement for reasonable, approved, and documented expenses.
Section 2. Terms: All board members shall serve two-year terms and are eligible for re-election. Terms shall run July 1st – June 30th.
Section 3. Meetings and notice: The board shall meet at least bimonthly (every other month), at an agreed upon time and place. A yearly calendar will be set. Any special meetings outside of the calendar will require two weeks notice.
Section 4. Board elections: During the last quarter of each term year of the corporation, the board of directors shall elect directors to replace or re-elect those whose terms will expire at the end of June. This election shall take place during a regular meeting of the directors, called in accordance with the provisions of these bylaws.
Section 5. Election procedures: Directors shall be elected or re-elected by a majority of directors present at a designated meeting, provided there is a quorum present. Directors so elected shall serve a term beginning on the first day of the July following the election.
Section 6. Quorum: A meeting must be attended by at least fifty percent of the board members for business transactions to take place and motions to pass.
Section 7. Officers and duties: There shall be four officers of the board to make an Executive Committee consisting of a Chair, Vice-Chair, Secretary, and Treasurer. Their duties are as follows:
The Chair shall set the agenda, send out meeting announcements, and convene regularly scheduled board meetings, help organize the work of the officers and committees so that work is being executed properly, and shall preside or arrange for other members of the Executive Committee to preside at each meeting.
The Vice-Chair shall fill, in the event of a vacancy, the position of Chair until an election can be held to fill the vacancy. The Vice Chair will oversee the work of committees as designated by the board.
The Secretary shall be responsible for keeping records of board actions, including overseeing the taking of minutes at all board meetings, making the minutes available to all board members, and assuring that corporate records are maintained.
The Treasurer shall chair the finance committee, assist in the preparation of the annual budget, help develop fundraising plans, make financial information available to board members and the public, ensure that all reporting requirements are met with the Internal Revenue Service, and ensure that appropriate financial records are maintained. The Treasurer will make a financial report available at each board meeting.
Section 8. Vacancies: When a vacancy on the board exists mid-term, the Secretary must receive nominations for new members from present board members three weeks in advance of a board meeting. These nominations shall be sent out to board members with the regular board meeting announcement, 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 9. 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 unexcused absences or more than three consecutive, unexcused absences from board meetings in a year. A board member may be removed for other reasons by a three-fourths vote of the remaining directors.
Section 10. Special meetings: Special meetings of the board shall be called upon the request of the Chair or by one-third of the board. Notices of special meetings shall be sent out by the Secretary to each board member at least two weeks in advance. A special meeting may be held sooner if three-fourths of the board members agree in writing to the special meeting.
Section 11. Remote communication for meetings: Any meeting of directors may be conducted solely by one or more means of remote communication through which all directors may participate in the meeting, if notice of the meeting is given as described in Section 3 and if the number participating is sufficient to constitute a quorum as described in Section 6. Remote communication includes, but is not limited to, telephone, video, online video or audio programs, or such other means by which persons may communicate with each other on a substantially simultaneous basis. Participation in a meeting by another of the above-mentioned means constitutes attendance at a meeting.
Section 12. Action without a meeting: Upon initiative of the board Chair or Executive Committee, an action that may be taken at a regular or special meeting may be taken without a meeting if the Chair or Secretary electronically delivers a ballot to every director entitled to vote on the action. The ballot must set forth each proposed action and provide an opportunity to vote for or against each proposed action. Approval by ballot is valid only if the number of votes cast by ballot equals or exceeds the number of votes that would be required to approve the action at a meeting.
Section 1. Committee formation: The board may create ad hoc committees as needed, such as fundraising, public relations, data collection, etc. The board Chair 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. A quorum of the Executive Committee shall be 75 percent of the officers.
Section 3. Finance Committee: The Treasurer is the chair of the Finance Committee, which includes three other board members. The Finance Committee is responsible for developing and reviewing fiscal procedures, fundraising plans, and the annual budget with other board members. The board must approve the budget and all expenditures must be within budget. Any major change in the budget must be approved by the board or the Executive Committee. The fiscal year shall be July 1st to June 30th. Annual reports are required to be submitted to the board showing income, expenditures, and pending income if appropriate. The financial records of the organization are public information and shall be made available to the board members and the public if so requested.
Section 1. These bylaws may be amended when necessary by two-thirds majority of the full board of directors. Proposed amendments must be submitted to the Chair and Secretary 45 days prior to the meeting at which it will be voted on so they can be distributed to the full board who would then have 30 days to consider the change(s) being proposed.
Section 2. An amendment not having been previously read or distributed as required in Section 1 may be adopted by the unanimous vote of the board of directors present at the meeting they will be voted on.
Section 1. The rules contained in the current edition of Robert’s Rules of Order, Newly Revised shall govern this organization in all cases in which they are applicable and in which they are not inconsistent with applicable state statutes, or Northern Nevada Marches Forward Bylaws, and Standing Rules.
NORTHERN NEVADA MARCHES FORWARD
These Standing Rules are duly adopted by the appropriate governing body of Northern Nevada Marches Forward. Standing Rules have the same importance as Northern Nevada Marches Forward Bylaws and may be amended as frequently as needed.
Except when otherwise specified in the Bylaws or these Standing Rules, a standing rule may be amended or rescinded by a two-thirds vote of the board of directors. In addition to these Standing Rules, supplementary policies or rules may be adopted, as needed them from time to time.
- Meeting for Northern Nevada Marches Forward shall be held monthly on the third Tuesday at 5pm PT.
- Beginning in [month we begin weekly meetings] Northern Nevada Marches Forward meetings will be held [time and location].
- DUTIES OF BOARD OFFICERS
- In addition to the duties of the Board Officers as outlined in Northern Nevada Marches Forward Bylaws, the following rules and regulations shall govern Board Officers.
Section 1. Chair
Section 2. Vice-Chair
Section 3. Secretary
Section 4. Treasurer
- Northern Nevada Marches Forward Standing Committees shall be:
Section 1. Finance
- Purpose: The purpose of the Finance Committee is to develop and review fiscal procedures, fundraising plans, and the annual budget with other board members. The board must approve the budget and all expenditures must be within the budget.
- Composition: The Finance Committee shall be chaired by the Treasurer and include three other board members. The fiscal year shall be on a fiscal calendar of July 1st to June 30th.
- DOCUMENT STORAGE AND AVAILABILITY
Documents for Northern Nevada Marches Forward will be stored on a Northern Nevada Marches Forward Google Drive.
- BANK ACCOUNT SIGNERS
Signers on the bank account will include, along with the Treasurer, the other members of the Executive Committee meaning the Chair, Vice-Chair, and Secretary.