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