BYLAWS

OF

GREEN MOUNTAIN GIRLS ASSOCIATION, INC.

(“the Organization”)

Adopted _______, 2022

 

ARTICLE I: MEMBERS

1. Qualification and Selection of Members:

The Organization's Members shall be nominated by the Members and elected by a majority of the Board of Directors. Membership is by invitation, in accordance with the following requirements:

a. A candidate must be nominated by a Member in good standing

b. Each nominated candidate must have a seconding letter.

c. Each candidate is required to attend one luncheon / meeting before being nominated.

d. The Membership Chair collects Candidate Nominations and presents them for approval

by the Board of Directors.

New Members must wait one year before proposing or seconding candidates.

 

2. Requirements of Membership:

Members are required to pay annual dues to the Organization by September 1 of each calendar year. Any Member not paying her dues by December 31 of that calendar year will be assumed to have resigned and will be dropped from the membership.

The Membership Chair will notify delinquent Members that they have been dropped from the rolls and that to be reinstated, they must submit a letter to the Membership Chair requesting reinstatement along with payment of all back dues in full.

Dues are set by the Board of Directors annually by majority vote.

3. Duties of Members:

Members will elect the Board of Directors at the first meeting of the calendar year according to the terms of Article II.2.

4. Annual Meetings and Special Meetings:

The Board of Directors shall call at least 2 (two) meetings of the Members annually. The Members will hold special fundraising activities such as golf, tennis, bridge and croquet events as approved by the Board of Directors on dates preferably set one (1) month in advance.

Special meetings of the Organization may be called by the President or the Board of Directors.

5. Notice of Meetings:

Notice of all meetings of the Members shall be given in the manner prescribed by resolution of the Board of Directors. If the Board has not passed such a resolution, notice shall be given at least ten days prior to the meeting. Such notice shall be written and may be delivered by first class mail, by facsimile, or by electronic mail, and shall state the place, date, and time of the meeting.

If regional circumstances (such as required during a pandemic) warrant remote attendance for the Organization’s meetings or events, the Organization will endeavor to hold the meetings with remote access available or will promptly notify its members if such meeting(s) cannot be held.

ARTICLE II: DIRECTORS

1. Number of Directors:

The Organization shall be governed by a Board of Directors composed of no less than five (5) nor more than fifteen (15) Directors. Directors will be elected for staggered terms in groups of three (3).

2. Qualification and Selection of Directors:

The Organization's Board of Directors shall be nominated by the Board of Directors and elected by a majority of the Members present at the first regular meeting of the calendar year, provided that there is a quorum of 10% of Members voting.

3. Term of Directors:

Directors shall serve for terms of three (3) years, or until their successors are elected. There shall be no limit to the number of consecutive terms a Director may serve.

4. Vacancies:

Vacancies of unexpired terms on the Organization’s Board of Directors shall be filled for the remainder of the term by appointment and election of a majority of the Board of Directors.

 

5. Powers:

Except as otherwise limited by these Bylaws or the Articles of Incorporation, the Board of Directors may exercise all the corporate powers and do all lawful acts authorized by the Vermont Nonprofit Corporation Act.

6. Duties of the Board of Directors:

The responsibilities of the Board of Directors shall include: (a) the determination of overall goals and priorities to foster growth and development of the Organization; (b) the assurance of financial solvency for the Organization, with regular reviews of the Organization’s financial and physical resources, including cash flow, budget approval and fundraising activities; and (c) electing members of the Organization, appointing members to the Board of Directors to fill vacancies, and proposing a slate of Officers and Board Directors to fill required terms.

A report verified by the Treasurer of the Organization shall be circulated annually to the Board of Directors showing in appropriate detail the following: (i) the assets and liabilities, including trust funds of the Organization, as of the end of the immediately preceding fiscal year; (ii) the principal changes in assets and liabilities including trust funds during the year immediately preceding the date of the report; (iii) the revenue or receipts of the Organization, both unrestricted and restricted to particular purposes, for the year immediately preceding the date of the report; (iv) the expenses or disbursements of the Organization for both general and restricted purposes during the year immediately preceding the date of the report; (v) the projected budget for the next fiscal year.

7. Annual Meetings and Special Meetings:

The Board of Directors shall meet at least three (3) times each year on dates preferably set one (1) month in advance. Special meetings of the Board may be called by the President. Any or all Directors may participate in a meeting of the Board by means of conference telephone or by means of communication by which all persons participating in the meeting are able to hear one another. Such participation shall constitute presence in person at the meeting.

8. Notice of Meetings:

Notice of all meetings of the Board of Directors shall be given in the manner prescribed by resolution of the Board of Directors. If the Board has not passed such a resolution, notice shall be given at least one week, but not more than three months, prior to the meeting. Such notice may be written or oral, may be given personally, by first class mail, by facsimile, by electronic mail, or by phone, and shall state the place, date and time of the meeting.

9. Board Chair:

At all meetings of the Board of Directors, the President, or in his or her absence a Director chosen by the Board, shall preside.

10. Quorum:

A quorum shall consist of a majority of the Directors then in office. In the event that one or more Directors present at a meeting elect not to participate in a board action due to a conflict of interest, a quorum for the purposes of such action shall consist of a majority of the remaining Directors in office.

11. Compensation:

No Director of the Organization shall be compensated for service to the Organization, but Directors may be reimbursed for expenses incurred in accordance with the Organization’s policies as adopted by the Board of Directors.

12. Resignation:

Any Director may resign at any time by giving written notice of such resignation to the Board of Directors.

13. Removal of Directors:

Any Director may be removed, with or without cause, by a majority vote of the Board of Directors of the Organization or as otherwise provided in the Articles of Incorporation of the Organization.

14. Attendance at Board Meetings:

Any Director who is absent without good cause for three (3) consecutive Board meetings shall be deemed to have resigned from the Board, and the vacancy created by such resignation shall be filled as provided for in these Bylaws. The Board of Directors shall determine what constitutes “good cause” by a majority vote.

15. Action Without a Meeting:

The Board of Directors may conduct any of its affairs without a meeting if all of the Directors entitled to vote on the relevant subject matter give signed, written consent to the action on a document which sets forth the specific action to be taken. Electronic copies of such consents may be submitted for this purpose. Electronic mail may be used for this purpose.

ARTICLE III: CONFLICT OF INTEREST

1. Purpose:

 

The purpose of the conflict of interest policy (the “Conflict Policy”) is to protect this tax- exempt organization’s (Organization) interest when it is contemplating entering into a transaction or arrangement that might benefit the private interest of an officer or director of the Organization or might result in a possible excess benefit transaction. This policy is intended to supplement but not replace any applicable state and federal laws governing conflict of interest applicable to nonprofit and charitable organizations.

2. Definitions:

A. Interested Person

Any director, principal officer, or member of a committee with governing board-delegated powers, who has a direct or indirect financial interest, as defined below, is an interested person.

B. Financial Interest

A person has a financial interest if the person has, directly or indirectly, through business, investment, or family:

i. An ownership or investment interest in any entity with which the Organization has a transaction or arrangement,

ii. A compensation arrangement with the Organization or with any entity or individual with which the Organization has a transaction or arrangement, or

iii. A potential ownership or investment interest in, or compensation arrangement with, any entity or individual with which the Organization is negotiating a transaction or arrangement.

Compensation includes direct and indirect remuneration as well as gifts or favors that are not insubstantial.

A financial interest is not necessarily a conflict of interest. Under Section 3.B. of this Conflict Policy, a person who has a financial interest may have a conflict of interest only if the appropriate governing board or committee decides that a conflict of interest exists.

3. Procedures:

A. Duty to Disclose

In connection with any actual or possible conflict of interest, an interested person must disclose the existence of the financial interest and be given the opportunity to disclose all material facts to the directors and members of committees with governing board-delegated powers considering the proposed transaction or arrangement.

B. Determining Whether a Conflict of Interest Exists

After disclosure of the financial interest and all material facts, and after any discussion with the interested person, he/she shall leave the governing board or committee meeting while the determination of a conflict of interest is discussed and voted upon. The remaining board or committee members shall decide if a conflict of interest exists.

C. Procedures for Addressing the Conflict of Interest

i. An interested person may make a presentation at the governing board or committee meeting, but after the presentation, he/she shall leave the meeting during the discussion of, and the vote on, the transaction or arrangement involving the possible conflict of interest.

ii. The chairperson of the governing board or committee shall, if appropriate, appoint a disinterested person or committee to investigate alternatives to the proposed transaction or arrangement.

iii. After exercising due diligence, the governing board or committee shall determine whether the Organization can obtain with reasonable efforts a more advantageous transaction or arrangement from a person or entity that would not give rise to a conflict of interest.

iv. If a more advantageous transaction or arrangement is not reasonably possible under circumstances not producing a conflict of interest, the governing board or committee shall determine by a majority vote of the disinterested directors whether the transaction or arrangement is in the Organization’s best interest, for its own benefit, and whether it is fair and reasonable. In conformity with the above determination it shall make its decision as to whether to enter into the transaction or arrangement.

D. Violations of the Conflicts of Interest Policy

i. If the governing board or committee has reasonable cause to believe a member has failed to disclose actual or possible conflicts of interest, it shall inform the member of the basis for such belief and afford the member an opportunity to explain the alleged failure to disclose.

ii. If, after hearing the member’s response and after making further investigation as warranted by the circumstances, the governing board or committee determines the member has failed to disclose an actual or possible conflict of interest, it shall take appropriate disciplinary and corrective action.

 

4. Records of Proceedings:

The minutes of the governing board and all committees with board-delegated powers shall contain:

a. The names of the persons who disclosed or otherwise were found to have a financial interest in connection with an actual or possible conflict of interest, the nature of the financial interest, any action taken to determine whether a conflict of interest was present, and the governing board’s or committee’s decision as to whether a conflict of interest in fact existed,

b. The names of the persons who were present for discussions and votes relating to the transaction or arrangement, the content of the discussion, including any alternatives to the proposed transaction or arrangement, and a record of any votes taken in connection with the proceedings.

5. Compensation:

a. A voting member of the governing board who receives compensation, directly or indirectly, from the Organization for services is precluded from voting on matters pertaining to that member’s compensation.

b. A voting member of any committee whose jurisdiction includes compensation matters and who receives compensation, directly or indirectly, from the Organization for services is precluded from voting on matters pertaining to that member’s compensation.

c. No voting member of the governing board or any committee whose jurisdiction includes compensation matters and who receives compensation, directly or indirectly, from the Organization, either individually or collectively, is prohibited from providing information to any committee regarding compensation.

6. Annual Statements:

Each director, principal officer and member of a committee with governing board delegated powers shall annually sign a statement which affirms such person:

a. Has received a copy of the conflicts of interest policy,

b. Has read and understands the policy,

c. Has agreed to comply with the policy, and

 

d. Understands the Organization is charitable and in order to maintain its federal tax exemption it must engage primarily in activities which accomplish one or more of its tax-exempt purposes.

7. Periodic Reviews:

To ensure the Organization operates in a manner consistent with charitable purposes and does not engage in activities that could jeopardize its tax-exempt status, periodic reviews shall be conducted. The periodic reviews shall, at a minimum, include the following subjects:

a. Whether compensation arrangements and benefits are reasonable, based on competent survey information, and the result of arm’s length bargaining.

b. Whether partnerships, joint ventures, and arrangements with management organizations conform to the Organization’s written policies, are properly recorded, reflect reasonable investment or payments for goods and services, further charitable purposes and do not result in inurement, impermissible private benefit or in an excess benefit transaction.

8. Use of Outside Experts:

When conducting the periodic reviews as provided for in Section 7 of this Conflict Policy, the Organization may, but need not, use outside advisors. If outside experts are used, their use shall not relieve the governing board of its responsibility for ensuring periodic reviews are conducted.

ARTICLE IV: OFFICERS

 

1. Officers of the Organization:

The Board of Directors shall select, from within or from without its membership, a President, Vice-President, Treasurer, Secretary and such other officers and committee chairs as it may from time to time designate, with such powers and duties not inconsistent with these Bylaws as may be determined by the Board of Directors. The office of Treasurer and Secretary may be occupied by the same individual.

2. Term of Office:

Officers of the Organization shall serve for a term of one (1) year.

3. Vacancies:

Vacancies shall be filled by majority vote of the Board of Directors of the Organization.

4. President:

The President shall preside at all meetings of the Board of Directors. The President shall have and exercise general charge and supervision of the affairs of the Organization.

5. Vice-President:

In the absence or unavailability of the President, the Vice-President shall exercise general charge and supervision of the affairs of the Organization. The President may delegate to the Vice-President such of the President's powers as the President shall decide.

6. Treasurer:

The Treasurer shall monitor the staff finance persons to be sure they have provided for proper custody of all funds, property, and securities of the Organization, subject to such regulations as may be imposed by the Board of Directors.

7. Secretary:

The Secretary shall have charge of such books, documents, and papers as the Board of Directors may determine. He or she shall attend and ensure that minutes of all the meetings of the Board of Directors of the Organization are taken and recorded. He or she shall, in general, perform all the duties incident to the office of the Secretary, subject to the control of the Board of Directors and shall do and perform such other duties as may be assigned to him or her by the Board of Directors.

8. Removal of Officers:

Officers of the Organization may be removed, with or without cause, by majority vote of the Board of Directors of the Organization.

ARTICLE V: GENERAL PROVISIONS

 

1. Agents and Representatives:

The Board of Directors may appoint such agents and representatives of the Organization with such powers and to perform such acts or duties on behalf of the Organization as the Board of Directors may see fit, to the extent authorized or permitted by law and consistent with the Bylaws.

2. Contracts:

The Board of Directors, except as these Bylaws provide otherwise, may authorize any Officer or agent to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Organization, and such authority may be general or confined to a specific instance. Unless so authorized by the Board of Directors and except as provided in Section 4 of this Article IV, no officer, agent, or employee shall have any power or authority to bind the Organization by any contract or agreement, or to pledge its credit, or render it liable pecuniarily for any purpose or to any amount. Notwithstanding the foregoing, in the absence of such authorization, the President shall have the authority to enter into contracts, grants and other agreements on behalf of the Organization.

3. Deposits:

All funds of the Organization shall be deposited from time to time to the credit of the Organization in such banks, trust companies, or other depositories as the Board of Directors may select.

4. Checks:

All checks, drafts, or other orders for the payment of money, notes, or other evidences of indebtedness shall be signed by such officer or officers, agent or agents of Organization and in such manner as from time to time shall be determined by resolution of the board of directors. In the absence of such resolution, any and all checks, drafts or other instruments obligating the Organization to pay money, in the amount of ten thousand dollars ($10,000.00) or less, shall be signed on behalf of the Organization by any one of the officers of the Organization, and any and all checks, drafts or other instruments obligating this corporation to pay money in an amount greater than ten thousand dollars ($10,000.00), shall be signed on behalf of the Organization by any two officers of the Organization.

ARTICLE VI: FISCAL YEAR

The Fiscal Year of the Organization shall end on December 31st of each year, or at such time as may be fixed by resolution of the Board of Directors.

ARTICLE VII: INVESTMENT

The Organization shall have the right to retain all or any part of any securities or property acquired by it in whatever manner, and to invest and reinvest any funds held by it, according to the judgment of the Board of Directors, without being restricted to the class of investments which a Director is or may hereafter be permitted by law to make or any similar restriction, provided, however, that no action taken by or on the behalf of the Organization shall be a prohibited transaction or result in the denial or revocation of tax exemption by the Internal Revenue Service.

ARTICLE VIII: INDEMNIFICATION

The Organization shall indemnify its Directors, officers, committee members and volunteers to the fullest extent permitted by the law of the state of Vermont.

ARTICLE IX: CONFLICT WITH ARTICLES

In the event of any conflict between these Bylaws and the Organization’s Articles, the provisions of the Articles shall govern.

ARTICLE X: AMENDMENT AND REPEAL

The Bylaws may be altered, amended, or repealed at any meeting of the Board of Directors by a majority vote of all the Directors.

ARTICLE XI: EXEMPT ACTIVITIES

Notwithstanding any other provision of these Bylaws, no Director, officer, employee, or representative of the Corporation shall take any action or carry on any activity by or on behalf of the Organization not permitted to be taken or carried on by an organization exempt under Section 501(c)(3) of the Internal Revenue Code and its Regulations as they now exist or as they may hereafter be amended.