Eco-Voice By-laws, under revision
As Adopted by the Board of Directors 2008
ARTICLE I: MEMBERSHIP
Section 1. There are two types of voting membership in Eco-Voice, Inc.
1) Founding sponsors. These are those organizations that provided seed money to establish Eco-Voice, Inc. hereafter referred to as the ‘Voice’. They are listed on the Eco-voice website. One representative of each of these organizations is thereby granted permanent voting rights as a member of the Voice Board of Directors. If a representative of a founding sponsor is removed from the board or resigns, a replacement representative from the founding sponsor organization shall be requested.
2) Annual sponsors. Organizations approved by the Board of Directors of Eco-Voice, Inc., hereafter referred to as the Board, who provide financial operational funds for the Voice. Annual sponsorship levels, initially $100, will be determined by the Board. Membership for annual sponsors begins with payment of dues to the Voice, and extends for one calendar year for each payment increment . Upon payment of dues for the ensuing year, membership is automatically extended. The Board may elect to waive membership fees for individuals and entities requesting waivers.
Non voting members.
Those individuals or organizations making contributions of less than the annual sponsorship levels are non-voting members of the Voice.
Signing up to receive the Eco-Voice Daily Digest does not make an individual a members of the Voice.
ARTICLE II: BOARD OF DIRECTORS
Section 1. The Board of Directors which shall consist of not more than fifteen (15) members, who will be elected by the membership of the Voice and will serve terms beginning in January and concluding in December of following year. Board members will be elected for two-year terms, with initial terms staggered. A Board member may be removed prior to the conclusion of his or her term by a majority vote of the other When a Board member is removed in this manner, or resigns, the remaining Board members will select a member of the Voice to serve the balance of the unexpired term.
Section 2. The Board of Directors shall have the power to (1) review outside grant requests or applications s and prepare letters of support or review, (2) implement policy decisions made by the Voice , (3) review progress on projects, grants, and Voice activities, (4) set Voice meeting agendas, (5) set and implement policies for the administration of the Voice , (6) complete any action referred to it by the Voice , and (7) take action on behalf of the Voice on other matters when such action does not conflict with the Voice’s Articles of Incorporation or Bylaws. Minutes of the Board meetings shall be made available to the full membership of the Voice.
Section 3. A quorum of five (5) Board members must be present to conduct business. The Board will use a majority vote to make decisions. All Board meetings shall be open to the membership of the Voice. An executive committee of the Chair, Vice-chair and treasurer may meet as needed to make operational decisions and prepare recommendations to the Board.
Section 4. Each member of the Board shall perform his or her duties in good faith, in a manner he or she reasonably believes to be in the best interest of the Voice, and with such care as an ordinary prudent person in a like position would under similar circumstances. In performing his or her duties, a Board member shall be entitled to rely on information, opinions, reports or statements, including financial statements or other financial data prepared or presented by members, employees, or contracted agents whom the Board member reasonably believes to be reliable and competent in manners presented. A person who performs his or her duties in compliance with this section shall have no liability by reason of being or having been a Board member of the Voice.
ARTICLE III: OFFICERS
Section 1. The Board members shall elect Officers from the membership of the Board for a term of office of two calendar years. Elections will take place in the fall at an annual meeting; those elected will take office On January 1st of the next year. The Officers shall consist of a Chair, a Vice Chair, a Secretary and a Treasurer. The Board may select other officers as needed and individuals can hold concurrent positions.
Section 2. The duties of the Officers include the following:
* Chair: The duties of the Chair include conducting Voice meetings and Board meetings, seeking full participation of members, oversight the administration of the Voice , including supervision of Voice employees , discussing operations with the Vice Chair, serving as a spokesperson for the Voice, signing official documents (such as grants and memoranda of understanding) when authorized to do so by the board, and performing other tasks as assigned by the board. The Chair has the same rights as other members to discuss questions before the Board and participate in the consensus decision-making process.
* Vice Chair: The Vice Chair shall assume Chair duties when the Chair is unable to perform them. The Vice Chair will assist with Chair duties as requested by the Chair.
* Secretary: The Secretary shall ensure that all official records of the Voice are maintained. The Secretary shall ensure that proceedings of all meetings of the Voice, including general membership and Board meeting, are recorded and shall maintain membership rosters.
* Treasurer: The Treasurer is the chief financial officer of the Voice . The Treasurer shall provide guidance to and define procedures for the Voice and staff to manage funds, ensure the deposit of funds in one or more financial institutions, develop an annual budget for approval by the Board, provide for financial reports to the Board, and oversee the keeping of all financial records.
ARTICLE IV: COMMITTEES
Section 1. The Voice may form Committees and task groups of its own members and other members not on the Board to (1) perform certain functions (2) focus on specific issues or (3) implement action plan items. Committees will choose a Chair from the group. The Chair shall report regularly to the Board, and shall develop recommendations for Board action.
ARTICLE V: MEETINGS OF “The Voice”, the Board and the Membership
Section 1. Notice of all Voice and Board meetings and a tentative agenda shall be emailed to all Voice and Board members not less than three (3) days prior to the meeting and posted to the Voice website calendar. Any item not on the agenda may be considered for action upon consensus of the members present. Notice of the date and place of Annual Meeting shall be posted to the Voice website no less than thirty (30) days prior to the meeting. Special Meetings on time sensitive single subject or subjects can be called by the Chair and votes taken by email. Approval of motions via email require majority of entire board and shall be recorded in minutes of next regularly scheduled meeting. .
Section 2. A quorum for the Annual Meeting shall consist of those members physically present or participating by interactive conference call. Any Voice or Board member with a conflict of interest or a desire to refrain from participation will recuse himself or herself from the decision-making process. Written or email proxies received by the Chair prior to calling the meeting to order shall be honored.
Section 3. The meeting procedure for Voice and Board meetings shall follow Robert’s Rules of order as modified by the by-laws. The Board will hold at least three regular meetings each year, the Voice shall meet at least once per year.
Section 4. Any action required or permitted by these bylaws, or by the laws of the State of Florida, to be taken at a Voice or Board meeting, may be taken without a meeting if consent is provided in writing or by email, setting forth the action to be taken, shall be approved by all the Voice or Board members responding. Such consent shall have the same force and effect as a consensus decision by the Voice or Board, and may be described as such.
Section 5. Special meetings of the Voice or Board for any purpose may be called at any time by the Voice or Board at such time and place as the Voice or Board may prescribe. At least three days notice shall be given.
ARTICLE VI: FINANCES
Section 1. Revenue-generating activities which are in agreement with the purposes of the Voice shall be allowed. The Voice shall have the power to receive grants, gifts, bequests and donations, and to engage persons and firms for pay, remuneration and revenue, and to engage in business transactions for the purposes of the Voice .
Section 2. The Board shall be responsible for advising on and auditing the implementation of project budgets adopted by the Board. The fiscal year for the organization shall run from January 1 through December 31.
Section 3. The Board shall review progress on grants and projects at least quarterly. .
Section 4. The Board may authorize any officer or officers, agent or agents, to enter into any contract or execute and deliver any instrument in the name or behalf of the Voice, in accordance with the direction of the Board, and such authority may be general or confined to specific instances.
Section 5. All checks, drafts, or other orders for payment of money, notes, or other evidence of indebtedness issued in the name of the Voice shall be signed by such officers and/or agents of the Voice and in such manner as shall be established by the Voice .
Section 6. The Voice, through the Board of Directors, will seek funding for ongoing operations.
ARTICLE VII: BOOKS AND RECORDS
Section 1. The Voice shall keep current and complete books and records of account, and shall keep minutes of the proceedings of its members, officers, and committees having any of the authority of the Voice.
Section 2. The Board shall keep a register of the names and addressees of its members. Individuals who are subscribers to the Voice daily digest but not registered with Eco-Voice.org are not members of the Voice.
Section 3. All books and records of the Voice may be inspected by any member or his/her agent or attorney for any proper purpose.
ARTICLE VIII: NONDISCRIMINATION
All programs and activities of the Voice are offered on a nondiscriminatory basis, without regard to race, color, national origin, religion, age, gender, marital status, handicap, or disability.
ARTICLE IX: AMMENDMENTS TO BYLAWS
These bylaws are effective upon adoption by the Board of Directors. Bylaws may be amended by majority vote of the members of the Voice at the annual meeting or any special meeting called by the chairman of the board.