BYLAWS OF Audrey’s Purple Dream
February 9th, 2008
ARTICLE I – NAME and PURPOSE
Section 1: The name of the organization shall be
Audrey’s Purple Dream.
Section 2: The Audrey’s Purple Dream is organized
exclusively for charitable purposes, that is, to provide
financial assistance for individuals diagnosed with
cancer in the Akeley Area.
ARTICLE II - MEMBERSHIP
Section 1: Board of Directors. Membership on the Board
of Directors is open to people supportive of the
mission, goals and objectives of the Audrey’s Purple
Dream. Directors will be recruited to reflect the
geographic, cultural and demographic diversity of the
Akeley area.
ARTICLE III - BOARD OF DIRECTORS
Section 1: Board Role, Size, and Compensation. The Board
is responsible for overall policy and direction of
Audrey’s Purple Dream, and delegate’s responsibility for
day-to-day operations to its designee, or to committees.
The Board shall have at least five and not more than 11
members. The board receives no compensation other than
reasonable expenses.
Section 2: Meetings. The Board shall meet at least four
times per year, at an agreed upon time and place.
Section 3: Board Elections. Election of new directors or
election of current directors to a second term will
occur as the first item of business at the annual
meeting. Directors will be elected by a majority vote of
the current directors.
Section 4: Terms. All Board members shall serve
three-year terms, and are eligible for re-election, but
may serve no more than 10 consecutive years. Each year,
one-third of the Directors shall be replaced. An
exception to this rule is that the initial Board may
not replace Directors until the end of its second year
of operation. Subsequent to the Initial Board, a
Director’s term in office is three years, or until the
successor is elected and qualified.
Section 5: Quorum. A minimum of three or a
simple majority of the total number of Board members
must be present before business can be transacted or
motions made or passed.
Section 6. Officers and Duties. There shall be three
officers of the Board consisting of a Chairman,
Secretary, and Treasurer. Their duties are as follows:
The Chairman shall convene regularly scheduled Board
meetings, shall preside or arrange for other members of
the executive committee to preside at each meeting in
the following order: Secretary and Treasurer.
The Secretary will chair committees on special subjects
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, sending out meeting
announcements, distributing copies of minutes and the
agenda to each Board member, and assuring that corporate
records are maintained.
The Treasurer shall make a report at each Board meeting.
Treasurer shall chair the finance committee, assist in
the preparation of the budget, help develop fundraising
plans, and make financial information available to Board
members and the public.
The Treasurer shall serve as a member of the Executive
committee.
Section 7: The three officers serve as the members of
the Executive Committee. Except for the power to amend
the Articles of Incorporation and Bylaws, the Executive
Committee shall have all of the powers and authority of
the Board of Directors in the intervals between meetings
of the Board of Directors, subject to the direction and
control of the Board of Directors.
Section 8. Terms of Office. The term of all officers of
the Board is twelve months.
The officer continues to hold the office until a
successor has been duly elected and qualified. Officers
can be elected to consecutive terms.
Section 9: Vacancies. When a vacancy on the Board
exists, the Secretary may receive nominations for new
members from present Board members two weeks in advance
of a Board meeting. These nominations shall be sent 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 resigning 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
dropped for excess absences from the Board if s/he has
two unexcused absences from Board meetings in a year. A
Board member may be removed for other reasons by a
majority vote of the remaining directors.
Section 11: Special Meetings. Special meetings of the
Board shall be called upon the request of the Chair of
the Board. Notices of special meetings shall be sent out
by the Secretary to each Board member postmarked one
week in advance.
ARTICLE IV - COMMITTEES
Section 1: The Board may create committees as needed.
The Chairman appoints all committee chairs. The Board
of Directors appoints all members of committees.
Committee membership should include at least two
Directors per committee and up to five others who are
not Directors or Board members, but are supportive and
interested in the mission and goals of the Audrey’s
Purple Dream.
Section 2: Finance Committee. The Treasurer is chair of
the Finance Committee, which includes two or more
other Board members. The Finance Committee is
responsible for developing and reviewing fiscal
procedures, and annual budget with staff and other Board
members. The Board or the Executive Committee must
approve any major change in the budget. The fiscal year
shall be the calendar year. Annual reports are required
to be submitted to the Board showing income,
expenditures and pending income.
ARTICLE V - ANNUAL MEETING
Section 1: Annual Meeting. The date of the regular
annual meeting shall be set by the Board of Directors,
who shall also set the time and place. This meeting may
be a retreat for the members of the Board.
Section 2: Special Meetings. The Chair or the Executive
Committee may call special meetings.
Section 3: Notice. Notice of each meeting shall be given
to each voting member, either electronically or by
surface mail, not less than seven
days before the meeting.
ARTICLE VI - AMENDMENTS
Section 1: These Bylaws may be amended when necessary by
a two-thirds majority of the Board of Directors or by
the Executive Committee of the Board acting on behalf of
the Board. Proposed amendments must be submitted to the
Secretary to be sent out with regular Board
announcements. Original Bylaws were approved at a
meeting of the Board of Directors of
Audrey’s Purple Dream on February 28th, 2006.
Signed:
Chairman, Audrey’s Purple Dream
