Bylaws of Reform America, Inc.
ARTICLE I NAME, PURPOSE
Section 1: The name of the organization shall be Reform America, Inc, hereinafter referred to as "RAI".
Section 2: This corporation is organized exclusively for charitable and educational purposes, more specifically to educate young Americans about and engage young Americans in the United States¹ democratic institutions, including efforts to improve the United States¹ democratic practices and institutions, including but not limited to voting systems, ballot access regulations, and candidate debate regulations.
ARTICLE II MEMBERSHIP
Section 1: Membership shall be open to all individuals, persons, corporations, proprietorships, associations, partnerships, and clubs interested in the promotion of the objectives and purposes of this corporation and who are deemed qualified for membership under the terms established by the board of directors and have met all conditions for membership.
Section 2: Membership dues shall be broken down as follows: Individual Student $5. Student Club $25. Individual Non-Student Aged 35 or Younger $20. Individual Non-Student Aged 35 or Older $25. Teacher or Professor $20. Non-Profit Corporation and Other Entities $50. For-Profit Corporation and Other Entities $100.
Section 3: Membership shall last for one year from date of payment of dues.
Section 4: Members shall be entitled to all benefits included with membership, including but not limited to receipt of a newsletter and invitation to all corporation events.
Section 5: Members shall approve by majority vote any changes to the bylaws and all corporation mergers.
ARTICLE III ANNUAL MEETING
Section 1: Annual Meeting. An annual meeting shall be called, whose time and place shall be set by the Board of Directors, where all members shall have the opportunity to question corporation strategy and operation and approve the annual Strategic Plan, as drafted by the Executive Director.
Section 2: Special meeting. Special meetings may be called by the Chair of the Board or the Executive Committee.
ARTICLE IV BOARD OF DIRECTORS
Section 1: Board Role, Size, Compensation. The Board is responsible for overall policy and direction of the Executive Committee, and delegates responsibility for day to day operations to the Executive Director of the corporation. The Board shall have up to seven (7) and not fewer than three (3) members. The board receives no compensation other than reasonable expenses.
Section 2: Meetings. The Board shall meet at least twice a month at an agreed upon time and place, which can include conference calls and Internet chats. One Meeting per month shall include the Executive Committee.
Section 3: Board of 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 of the corporation. Directors will be elected from the Membership by using the Cumulative Vote.
Section 4: Terms. All Board members shall serve two (2) year terms, but are eligible for re-election.
Section 5: Vacancies. Should a director die, resign, or be removed, the board may nominate a director to serve for the duration of the term.
Section 6: Quorum. A quorum must be attended by at least fifty (50) percent of the Board members before business can be transacted or motions made or passed.
Section 7: Notice. An official Board meeting requires that each Board member have written notice at least two weeks in advance.
Section 8: Officers and Duties. There shall be three officers of the Board consisting of a Chair, Vice Chair and Treasurer, and Secretary. There duties are as follows:
The Chair shall convene regularly scheduled Board meetings, shall preside or arrange for other Board members to preside at each meeting in the following order: Vice-Chair and Treasurer, and Secretary.
The Vice-Chair and Treasurer will chair committees on special subjects as designated by the board, shall assist in the preparation of the budget, help develop fundraising plans, help seek grant opportunities, and make financial information available to Board members, the Executive Committee, and the public.
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 corporate records are maintained.
Section 9: Resignation, Termination and Absences. Resignation from the Bard must be in writing and received by the Chair or Secretary. A Board member shall be dropped for excess absences from the Board if s/he has three 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, Executive Director, or one-third of the Board. Notices of special meetings shall be sent out by the Secretary to each Board member postmarked or emailed with confirmation request two weeks in advance.
ARTICLE V COMMITTEES
Section 1: Executive Committee. The Executive Committee shall be one of two standing committees. The Board shall nominate and appoint each of the four members of the executive committee, none of which shall be a member of the Board. The Executive Committee shall consist of an Executive Director, Associate Director, Finance Director, and Membership Director.
Section 2: Executive Committee Compensation. Members of the Executive Committee shall be on a salary, in so far as the corporation budget allows. Members of the Executive Committee shall be eligible to collect a salary in the following order: Executive Director, Membership Director, Finance Director, and Associate Director. The Committee shall receive no other compensation, other than reasonable expenses.
Section 3: Executive Committee Terms. Members of the Executive Committee shall serve for as long as the Board sees fit, or in the event of death or resignation. A vacancy shall be filled immediately by the Board.
Section 4: Finance Committee. The Finance Committee shall be the second of two standing committees, shall be chaired by the Treasurer of the Board, and consist of the two other Board members, Executive Director, Finance Director, one individual selected from the Membership by the Treasurer, and one individual selected from the Membership by the Finance Director. The Finance Committee is responsible for developing and reviewing fiscal procedures, a fundraising plan, and an annual budget with staff and other Board members. The Board must approve the budget. Any major change in the budget must be approved by the Board and Executive Committee. The fiscal year shall be the calendar year. Annual reports shall be prepared by the Treasurer and Finance Director and are required to be submitted to the Board showing income, expenditures and pending income. The financial records of the organization are public information and shall be made available to the membership, Board members and the public.
Section 5: Finance Committee Compensation. The Finance Committee shall receive no compensation, other than reasonable expenses.
Section 6: Finance Committee Terms. Members of the Finance Committee shall sit for a term of one year.
ARTICLE VI AMENDMENTS
Section 1: These Bylaws may be amended when necessary by a two-thirds vote of the Board of Directors, and majority vote of the Membership. Proposed amendments must be submitted to the Secretary to be sent our with regular Board announcements.
These Bylaws were approved at a meeting of the Board of Directors of Reform America, Inc. on
April 5, 2000.
Reform America, Inc.