Corporate Bylaws
Corporate Bylaws
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Corporate Bylaws |
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Corporate Bylaws
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Severe Weather Research, Education,
Public Awareness Safety Planning
and
Humanitarian and Disaster Relief To Those In Need
Helping to Save Lives Through Research, Education, and Advance Severe Weather Planning
BYLAWS OF
ALERT 1 WEATHER, INC.
ARTICLE I — NAME AND PURPOSE:
Section 1 — Name:
The name of the organization shall be Alert 1 Weather, Inc.
It shall be a nonprofit charitable organization incorporated under the laws of the State of
Section 2 — Purpose:
Alert 1 Weather, Inc. is organized exclusively for charitable, humanitarian purposes, scientific, education, training, and disaster relief purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code of 1986, as now enacted or hereafter amended.
The purpose of this corporation is:
Section 3 – Fundamentals
Alert 1 Weather, Inc. will operate and offer its services with no discrimination as to Race, Sex, Nationality, Social Status and Religious Beliefs.
Alert 1 Weather, Inc. will remain neutral in all respects to any political, religious, or ideological beliefs.
Alert 1 Weather, Inc. is Independent and Autonomous and further is no part of any governmental agencies, either on a local, county, state, or federal level. It will operate within the laws applicable to any jurisdiction they may operate.
Alert 1 Weather, Inc. may freely and willingly participate with other organizations that hold true to the same fundamentals and principals to providing humanitarian relief and to protect the lives and health of those in need.
ARTICLE II – FUND RAISING:
Section 1 — Goals and Purpose:
Alert 1 Weather, Inc. may receive gifts, donations, support, and grants that are within the scope and fundamentals of its operations and powers.
Alert 1 Weather, Inc. will operate from and rely entirely on funds, donations, gifts, and grants from individuals, public support, and corporations for its operations. The continued support by the public is necessary and crucial to the existence and continuing operation of this organization.
Alert 1 Weather, Inc. will maintain an account(s) under its corporate name to deposit all funds received. Further, these funds will be maintained via the General Fund Account to be utilized as authorized and designated by the Corporation and its Board of Directors. Additional Accounts may be opened under the direction of the Board of Directors for use of additional funds that may be received and designated for specific uses per the power and purposes of its corporate goals.
Section 2 – Fund Raising Methods:
Various forms and methods will be undertaken in the fund raising efforts. These will consist of:
Section 3 – Auditing:
The accounts of the Corporation will be audited annually by a recognized firm or independent certified public accountants.
ARTICLE III - MEMBERSHIP:
Section 1 — Membership:
Membership shall initially consist of the Board of Directors.
The Board of Directors at their discretion and by a two-thirds majority vote accept additional members and Board Members as allowed by law.
ARTICLE IV — BOARD OF DIRECTORS:
Section 1 — Board role, size, and compensation:
The Board is responsible for overall policy and direction of the association, and delegates responsibility of the day-to-day operations to the staff and committees.
The Board shall have up to 10, but not fewer than 3 members. The Board is a volunteer position and each Member receives no compensation other than reasonable expenses as legally allowed.
Section 2 — Terms:
All Board Members shall serve two-year terms, but are eligible for re-election for up to five consecutive terms.
Section 3 — Meetings and Notice:
The Board shall meet at least quarterly, at an agreed upon time and place. An official Board meeting requires that each Board Member have written notice at least two weeks in advance. Any Out-of-State or Out-of-Town Board Member may be designated as Present and Retain their Voting privileges when included in the meeting via Tele-Conferencing during the regular meeting times.
3-A - Emergency Meetings:
In the event of a Natural or Man-Dade Disaster, or other incident requiring an immediate response and involvement of the Board of Directors and Alert 1 Weather, Inc., any Board Member may request an Emergency meeting to be held as soon as possible to discuss the circumstances. No advance notice is required in the case of an Emergency Meeting, but any actions must be approved by a two-thirds majority vote of the Board of Directors. Tele-Conferencing of this meeting may be necessary and authorized to expedite the meeting.
Section 4 — Board Elections:
During the last quarter of each fiscal year of the corporation, the Board of Directors shall elect Directors to replace those whose terms will expire at the end of the fiscal year. This election shall take place during a regular meeting of the directors, called in accordance with the provisions of these bylaws.
Section 5 — Election Procedures:
New directors shall be elected by a majority of directors present at such a meeting, provided there is a quorum present. Directors so elected shall serve a term beginning on the first day of the next fiscal year.
Section 6 — Quorum:
A quorum must be attended by at least forty percent of Board Members for business transactions to take place and motions to pass.
Section 7 — Officers and Duties:
There shall be at least three officers of the Board, consisting of a Chairman, Vice-Chairman, Secretary / 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: Vice-Chair, Secretary / Treasurer.
The Vice-Chairman shall chair committees on special subjects as designated by the Board.
The Secretary / Treasurer 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.
Further, the Secretary / Treasurer shall make a report at each Board meeting. The 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 Secretary / Treasurer position may be divided into two separate positions upon presentation of a qualified individual and being voted and agreed upon by at least a two-thirds majority vote of the existing Board of Directors.
Section 8 — Vacancies:
When a vacancy on the Board exists mid-term, the Secretary must receive nominations for new members from present Board Members two weeks in advance of a board meeting. These nominations shall be sent out 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 particular Board Member's term.
Section 9 — Resignation, termination, and absences:
Resignation from the board must be in writing and received by the secretary. Board Members shall be terminated from the board due to excess absences, more than two unexcused absences from board meetings in a year. A Board Member may be removed for other reasons by a two-thirds vote of the remaining Directors.
Section 10 — Special meetings:
Special meetings, with the exception of Emergency Meetings, of the board shall be called upon the request of the Chair, or one-third of the Board. Notices of special meetings shall be sent out by the Secretary to each Board Member at least two weeks in advance.
ARTICLE V — COMMITTEES:
Section 1 — Committee formation:
The board may create committees as needed, such as fundraising, housing, public relations, data collection, etc.
The Board Chair appoints all committee chairs.
Section 2 — Executive Committee:
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 the powers and authority of the board of directors in the intervals between meetings of the Board of Directors, and is subject to the direction and control of the full board.
Section 3 — Finance Committee:
The Treasurer is the chair of the Finance Committee, which includes at least two other Board Members. The Finance Committee is responsible for developing and reviewing fiscal procedures, fundraising plan, and annual budget with staff and other Board Members. The board must approve the budget and all expenditures must be within budget. Any major change in the budget must be approved by the board or the Executive Committee. The fiscal year shall be: Beginning: November 01 and Ending October 31 of each year. Annual reports 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 board members and the public as authorized and designated by law.
ARTICLE VI - DIRECTOR AND STAFF:
Section 1 — Executive Director:
The Executive Director is designated by the board.
The Executive Director has day-to-day responsibilities for the organization, including carrying out the organization’s goals and policies. The Executive Director will attend all board meetings; report on the progress of the organization, answer questions of the Board Members and carry out the duties described in the job description. The board can designate other duties as necessary.
ARTICLE – VII – COMPENSATION:
Section 1 – Scope:
The Board of Directors are non-compensated and are volunteer positions. Expenses that are specifically and totally related to the business operations are a reimbursable expense. All foreseeable expenses must be pre-approved by the Board of Directors prior to the expenditure.
All other positions within the organization of Alert 1 Weather, Inc. are volunteer positions and are non-compensated. Expenses that are specifically and totally related to the business operations are a reimbursable expense. All foreseeable expenses must be pre-approved by the Board of Directors prior to the expenditure.
It is foreseeable that from time to time, expenditures will be required to have certain duties and jobs performed for the further advancement and continuance of the business of Alert 1 Weather, Inc. These duties and Independent Contractors will be chosen by the Board of Directors, first insuring that there is No Conflict of Interest. Then, prior to the commencement of any business operations, an approval by a two-thirds majority vote of the Board of Directors will be required.
ARTICLE – VIII – CONFLICT OF INTEREST:
Section 1 – Definition:
Conflict of Interest:
Any actions whether direct, indirect, overtly, or covertly, that may represent, imply, involve, or place Alert 1 Weather, Inc. in a position of Conflict of Interest or direct undue and unnecessary improper actions or manners of its business operations. (See attached sample copy of Conflict of Interest Policy signed by each member)
Section 2 – Rules:
No Board Member, Officer, or Volunteer may operate or act in a manner that creates a conflict or appears to create a conflict with the interests of Alert 1 Weather, Inc. and any organization in which the individual has a personal, business or financial interest.
In the event there is a conflict, Alert 1 Weather, Inc. has a structured conflict of interest process.
First, the individual shall immediately disclose all such conflict of interest to the Chairman of the Board. In the event, the Chairman is not immediately available; another Board member will be notified immediately.
Next, a decision will be made about the conflict of interest, and, where required, the individual may be required to recuse or absent himself or herself during deliberations, decisions and/or voting in connection with the matter.
Section 3 – Duties:
It is the duty and requirement of every Board Member, Officer, and any Volunteer to immediately report any possible Conflict of Interest to the appropriate Board Member.
Section 4 – Retaliation:
No Board Member, Officer, Volunteer, or any other person involved shall be subjected to any retaliation for their reporting of any potential conflict or impropriety.
Anyone who is alleged to have committed any retaliatory actions against the reporting party will immediately be suspended from their responsible position until a full and complete investigation is completed.
ARTICLE VIII — AMENDMENTS:
Section 1 — Amendments:
These bylaws may be amended when necessary by a two-thirds majority vote of the Board of Directors. Proposed amendments must be submitted to the Secretary to be sent out with regular board announcements.
Email: Dennis@Alert1Weather.org
Alert 1 Weather, Inc.
P.O. Box 9473
Birmingham, AL. 35220