MCA BY-LAWS

Home About Us Join Us Board Community Issues Urban Myths Archives Hot Links Volunteers Contact Us	Article I. Purpose Section 1. Nature of Organization. The association is organized for the promotion of social welfare through the engagement of citizenry into a forum for public discourse, the organization of civic participation, and the striving for thoughtful development of the city of Moscow, Idaho. Section 2.Objectives. The objectives of the association shall be to ensure that people are educated about local issues and that the public policy process is conducted fairly and with foresight and direction toward building a sustainable community and environment. We intend to work toward building a community enriched by the diversity of its members where communication is facilitated by the dissemination of accurate information and open discussion of ideas on improving community functioning. Article II. Members Section 1. Members. The organization shall have members who support the Moscow Civic Association's mission. . To the greatest extent possible, the membership shall include individuals representing a broad cross-section of the views and interests of the community and persons having special knowledge and expertise in the particular areas in which this Association shall provide community service. The decision to accept or reject an application for membership or the decision to expel a member shall rest in the sole discretion of a majority of the Board of Directors. Members shall pay dues in an amount set from time to time by the Board of Directors. Section 2. Voting. The membership will be polled from time to time on issues when the Board of Directors deem it necessary for the group to give its input. Such cases might include but are not limited to: candidates we support in elections and urgent issues the group wishes to explore. Polls may be taken at any regular meeting so long as a quorum is present and voted upon by those members. Section 3. Quorum and Voting Requirements. Thirty (30) or more members entitled to vote must be represented in person, by proxy, by mailed written ballot or by absentee ballot at a meeting of members to constitute a quorum on that matter. If a quorum is present, the affirmative vote of the majority of the members represented at the meeting and entitled to vote on the subject matter shall be the act of the members, unless the vote of a greater number Is required by the Act, the Articles or these Bylaws. Article III. Management. Section 1. Board and Executive Committee. The business and the property of the Association shall be managed by the Board of Directors, consisting of directors elected by resolution of the Board. After appointment by the Board, an Executive Committee shall oversee the day-to-day activities of the Association and shall make recommendations to the Board of Directors as to action to be taken in the furtherance of the Association's mission. Section 2. Election. The officers of the Association shall be elected by majority vote of the Board of Directors of the Association at the first meeting of the year. Section 3. General Powers. The business and affairs of the Association shall be managed by its Board of Directors. ARTICLE IV. Board of Directors Section 1. Board Composition and Structurea. Total Number. The Board of Directors will be limited to a maximum of 17 members and a minimum of 7 members. b. Geographic Representation. The Board recognizes that it is desirable for the Board to be composed of members representative of the geographic area and issues' scope of the Moscow Civic Association and the public served by the Association. c. Duration of a Board Member's Term. Each term is two years. At the end of a term, the board member's seat comes up for election. A Board member may serve up to three consecutive terms. d. Officers. Officers will be elected at the first Board meeting of each year. Officers will consist of: (1) president (coordinator), (2) vice president, (3) secretary, and (4) treasurer. e. Executive Committee. To oversee the administrative and financial responsibilities of the Board, an executive committee will exist consisting of the president and representatives of the following committees: (1) watchdog committee, (2) issues committee, (3) elections committee, and (4) intra-communication/newsletter committee. f. Advisory Board. From time to time the Board may appoint advisors as deemed necessary. Such advisory board members shall not be voting Board members. Section 2. Process for selection of a new Board member or filling Board vacancies. a. The Executive Committee will sit as the Nominating Committee for purposes of recommending continued or new Board membership. b. Any current Association member may nominate a candidate to the Nominating Committee. c. The Nominating Committee will accept and review nominations when a vacancy occurs on the Board or a committee. d. The Nominating Committee will make a recommendation to the full Board of its selected candidate. e. The nomination must be approved by a majority of the full Board of Directors. If a majority of the Directors are not present during the Board meeting in which the vote is taken, remaining Board members will be polled by phone. f. New Board members will be seated at the meeting following approval by the Board of Directors. Section 3. Board Responsibilities. It is the responsibility of the Board through its members to carry out the goals as set out in the Association's mission statement. a. Communication. A Board member will help exchange information, concerns, and ideas between his/her respective organization or community and the Association's Board of Directors consistent with the mission statement. b. Finances. A Board member will set direction and provide oversight for the staff in: (1) developing the annual Association budget, and (2) implementing the approved budget, c. Fundraising. A Board member will assist the Association in raising donor contributions by: (1) Providing information to members for development as potential donors, and/or (2) Soliciting donations directly, or with assistance from members, and/or (3) Giving personally to the Association. Section 4. Requirements of a Board Member:a. a member in good standing of the Association. b. committed to the social welfare and civic work as stated in the Association's mission statement; c. willing and able to make time for Association responsibilities. d. committed to facilitating communication and building consensus on decisions about community action. g. If a director fails to keep his/her Association membership current or misses (3) consecutive board meetings, that matter shall be referred to the Nominating Committee for review and possible removal under Section 5. Section 5. Removal of a Board Member.a. If for any reason a Board member is no longer fulfilling his/her responsibility on the Board of Directors, a motion can be made to the Nominating Committee that the Board member be removed. b. The Nominating Committee will accept and review a motion for removal. c. The Nominating Committee will make a recommendation to the full Board of Directors concerning removal. d. The removal must be approved by an anonymous vote of a majority of the full Board at a scheduled meeting of the Board of Directors. ARTICLE V. Meetings of Board of Directors Section 1. Regular Meetings. Regular meetings of the Board of Directors shall take place at the Board's decided upon location to be arranged at the previous meeting. Directors who miss a meeting are responsible for finding out the time and place of the next meeting. Section 2. Special Meetings. Special meetings of the Board of Directors may be called by or at the request of the president or any four directors. Section 3. Notice. Notice of any special meeting shall be given at least five days prior thereto by phone call and/or e-mail message. Section 4. Quorum. A simple majority of the number of then sitting directors shall constitute a quorum for the transaction of business at any meeting of the Board of Directors, but if less than such majority is present at a meeting, a majority of the directors present may adjourn the meeting without further notice. Section 5. Manner of Acting. The act of the majority of the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors. Section 6. Action Without a Meeting. Any action required or permitted to be taken by the Board of Directors at a meeting may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all the directors. Section 7. Vacancies. A director elected to fill vacancy shall be elected for the unexpired term of his/her predecessor in office. Section 9. Presumption of Assent. A director of the Association who is present at a meeting of the Board of Directors at which action on any association matter is taken shall be presumed to have assented to the action taken unless his/her dissent is noted in the minutes of the meeting. Article VI. Officers Section 1. Number. The officers of the Association shall be a president, a vice-president, a secretary, and a treasurer. Such other officers and assistant officers as may be deemed necessary may be elected or appointed by the Board of Directors. Any two or more offices may be held by the same person, except the offices of president and secretary. Section 2. Election and Term of Office. The officers of the Association to be elected by the Board of Directors shall be elected annually by the Board of Directors at the annual meeting of the Board of Directors. If the election of officers shall not be held at such meeting, such election shall be held as soon thereafter as may be conveniently. Each officer shall hold office until his/her successor duly elected and shall be qualified or until death, resignation or removal in the manner hereinafter provided. Section 3. Removal. Any officer or agent may be removed by the Board of Directors whenever in its judgment the best interests of the Association are served thereby. Section 4. Vacancies. A vacancy in any office because of death, resignation, removal, disqualification or otherwise, may be filled by the Board of Directors for the unexpired portion of the term. Section 5. President. The president shall be the principal executive officer of the Association and, subject to the control of the Board of Directors, shall in general supervise and control all of the business and affairs of the Association. S/he shall, when present, preside at all meetings of the members and of the Board of Directors. S/he may sign, with the secretary or any other officer of the association authorized by the Board of Directors, bonds or contracts, or other instruments which are authorized by the Board of Directors or by these Bylaws or shall be required by law to be otherwise signed or executed; and in general shall perform all duties incident to the office of president and such other duties as may be prescribed by the Board of Directors from time to time. Upon completion of the Presidentís term, the out-going President may serve one year as an exofficio member of the Board in an advisory capacity to the incumbent President and Executive Committee but will not have voting rights unless his/her term on the Board is not expired and s/he is re-elected to the Board. Section 6. The Vice-President. In the absence of the president or in the event of his/her death, inability or refusal to act, the vice-president shall perform the duties of the president, and when so acting, shall have all the powers of and be subject to all the restrictions upon the president. Any vice-president shall perform such other duties as from time to time may be assigned to him/her by the president or by the Board of Directors. Section 7. The Secretary. The secretary shall: (a) keep the minutes of the meetings of the members and of the Board of Directors in one or more books provided for that purpose; (b) see that all notices are duly given in accordance with the provisions of these Bylaws or as required by law; (c) be custodian of the association records; (d) keep a register of the post office address of each member which shall be furnished to the secretary by such member; and (e) in general perform all duties incident to the office of secretary and such other duties as from time to time may be assigned to him/her by the president or by the Board of Directors. Section 8. The Treasurer. The treasurer shall: (a) have charge and custody of and be responsible for all funds and securities of the Association; (b) receive and provide supervision for the giving of receipts for moneys due and payable to the Association from any source whatsoever, and shall over see and supervise the deposit of all such moneys in the name of the association in such banks, trust companies or other depositories as shall be selected in accordance with the provisions of Article VII of these Bylaws; and (c) in general perform all of the duties incident to the office of treasurer and such other duties as from time to time may be assigned to him/her by the president or by the Board of Directors. Article VII. Contracts, Loans, Checks and Deposits, Fund Management Section 1. Contracts. The Board of Directors may authorize any officers, agent or agents, to enter into any contract or execute and deliver any instrument in the name of or on behalf of the Association, and such authority may be general or confined to specific instances. Section 2. Loans. No loans shall be contracted on behalf of the Association and no evidences of indebtedness shall be issued in its name unless authorized by a resolution of the Board of Directors. Such authority may be general or confined to specific instances. Section 3. Checks, Drafts, etc. All checks, drafts or other orders for the payments of money, notes or other evidences of indebtedness issued in the name of the association shall be signed in such manner as shall from time to time be determined by resolution of the Board of Directors. The reconciliation of the bank statements shall be undertaken by or at the direction of an officer who is not authorized to sign checks. Section 4. Deposits. All funds of the Association not otherwise employed shall be deposited from time to time to the credit of the Association in such banks, trust companies or other depositories as the Board of Directors may select. The funds of the Association may be conservatively invested by the Executive Committee subject to review by the Board of Directors. ARTICLE VIII. 501(c)4 Section 1. Purpose. This organization is organized and is to be operated exclusively for the promotion of social welfare by engaging in education activities as well as support and promotion of civic activity for the common good and general welfare of the community of Moscow, Idaho. Notwithstanding any other provision of these Articles, the Association shall not carry on any other activities not permitted to be carried on by an association exempt from federal income tax under Section 501(c)(4) of the Internal Revenue Code. Article IX. Indemnification of Officers and Directors Section 1. Indemnification. The Association shall indemnify any person made a party to any proceeding by reason of the fact that s/he is or was a director, employee, or agent of this Association, against judgment, penalties, fines, settlements and reasonable expenses actually incurred by him/her in connection with such proceeding if: a. Such director, or person conducted him/herself in good faith and reasonably believed the conduct would be in the Association's best interests, or in all other cases s/he reasonably believed his/her conduct to be not opposed to the Association's best interests. b. In case of criminal proceedings s/he had no reasonable cause to believe that his/her conduct was unlawful. c. The termination of any proceeding by judge, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself be determinative that the person did not meet the requisite standard of conduct set forth in this Section. d. A director or person shall not be indemnified herein in regard to any proceeding charging improper personal benefit whether or not acting in his/her official capacity in which s/he shall have been adjudged to be liable on the basis that personal benefit was improperly received by him/her e. No indemnification under this Article shall be made by the Association unless authorized in each specific case after determination that indemnification of the director or persons is permissible under the circumstances because s/he has met the standard of conduct set forth in the applicable subsection. Such determination shall rest in the sole discretion of the Board. Article XI. Amendments Section 1. Amendments. These Bylaws may be altered, amended or repealed and new Bylaws may be adopted by the Board of Directors at any regular meeting with a three-fourths majority of seated Board members. C E R T I F I C A T I O N The undersigned secretary for Moscow Civic Association, an Idaho non-profit association, hereby certifies that on the __ day of ________, 2002 the attached Bylaws consisting of __ pages were presented and adopted by the Association at a meeting of the Board of Directors. Secretary
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