BYLAWS OF THE WAYNE COUNTY SUSTAINABLE ENERGY NETWORK
Revised July 29, 2016
Adopted August 18, 2016
Name and Location
This organization, incorporated not for profit under the laws of the State of Ohio, pursuant to its Articles of Incorporation, shall be known as the Wayne County Sustainable Energy Network, Inc., and shall have its principal office in Wayne County, Ohio.
The corporation is organized exclusively for charitable and educational purposes including, for such purposes, the making of distributions to organizations that qualify as exempt organizations under Section 501(c)(3) of the Internal Revenue Code of 1986, and any subsequent amendments thereto, (or the corresponding provision of any future United States Internal Revenue Law). The mission of the organization is:
“To promote energy sustainability through education and action”
Specifically, but not by way of limitation, it shall be the charitable purpose and object of the corporation to: educate the community and general public regarding the benefits of energy conservation and renewable energy production, to coordinate efforts in the community regarding education and implementation of energy conservation and renewable energy alternatives, and to raise awareness regarding the issues of energy conservation and renewable energy production through cooperation with groups with a similar mission.
A. Qualification for Membership. Any person or organization demonstrating an interest in energy conservation and renewable energy production and supporting the goals of the Wayne County Sustainable Energy Network shall be eligible for membership.
B. Annual Dues. The annual dues for membership shall be established by the Board of Trustees.
The Board of Trustees
A. The Board of Trustees shall serve as the organization’s governing body, which shall consist of up to thirteen (13) trustees, twelve (12) of which are elected by the membership at an annual membership meeting.
B. Eligibility. Any individual member of the organization who is in good standing is eligible for nomination and election to the Board of Trustees.
C. Term of Office. Each trustee shall be elected for a two-year term that begins at the conclusion of the annual membership meeting. Terms shall be staggered in such a manner that up to six (6) trustees are elected in even calendar years and up to six (6) trustees are elected in odd calendar years. In the event of a vacancy on the board, the Board of Trustees shall designate a replacement, who shall serve the remainder of the unexpired term.
D. Management of Property. Property of the network may be used in accordance with direction of the Board of Trustees.
E. Signature on Contracts and Formal Documents. Contracts and formal documents shall be signed by the President and the Secretary, or as otherwise directed and approved by the Board of Trustees.
F. Distinguished Board Member. The Board of Trustees has the authority to appoint one (1) permanent Trustee at their discretion. This Trustee is not subject to an election by the membership. Referred to as the Distinguished Board Member, he or she shall have full voting privileges and count as one (1) of the thirteen (13) Trustees. Upon refusal or resignation of the Distinguished Board Member, the Board of Trustees has the authority to appoint a replacement.
A. Officers. The officers of the organization shall be the President, Vice-President, Secretary and Treasurer. Said officers shall be members of the Board of Trustees, shall serve for a term of one year, and shall be elected by the Board of Trustees at the first Board meeting following the annual membership meeting.
B. Duties of President. The President of the organization shall preside over all meetings of the Board of Trustees as well as all meetings of the general membership and shall govern the organization pursuant to standard parliamentary procedure. Subject to majority approval by the Board of Trustees, the President shall appoint all committees of the organization unless it is specifically provided or ordered otherwise. The President shall exercise general supervision over all of the affairs of the organization, and shall carry out the directives of the Board of Trustees.
C. Duties of the Vice-President. The Vice-President of the organization shall assume the responsibilities of the President of the organization in the absence of the President or when directed to do so by the Board of Trustees.
D. Duties of the Secretary. The Secretary shall keep a complete record of all meetings and correspondence of the Board of Trustees.
E. Duties of Treasurer. The Treasurer shall oversee the books and accounts of the organization, and shall perform any other duties usually assigned to this officer.
1. Executive Director. The Board of Trustees may create the position of Executive Director and determine duties of said position. The Executive Director shall serve as an ex officio nonvoting member of the Board of Trustees.
2. Project Manager. The Board of Trustees may create the position of Project Manager and determine duties of said position. The Project Manager shall serve as an ex officio nonvoting member of the Board of Trustees.
3. Additional Staff. The Board of Trustees may create additional staff positions.
A. Executive Committee. The four officers of the organization shall serve as the Executive Committee. The Executive Committee is delegated the powers and the authority of the full board when it is not in session subject to the approval of the board at the next regular meeting.
B. Nominating Committee. The Board of Trustees shall appoint a nominating committee consisting of three members of the organization. At least four weeks before the annual membership meeting, such committee shall submit a slate of candidates for approval to the Board of Trustees, who shall thereafter approve or disapprove said candidates being submitted to the general membership for consideration at the annual membership meeting.
A. Annual Membership Meeting. The annual membership meeting of the organization for the election of Trustees as well as the transaction of the general business of the organization shall be held on a date to be determined by the Board of Trustees.
B. Board Meetings. Regular meetings of the Board of Trustees shall be held on a recurring basis as determined by the Board of Trustees. All Board of Trustee meetings shall be open to non-Trustees. The Board may convene a closed session to discuss confidential matters during the meeting.
C. Regular or Special Meetings of the General Membership. Regular or special meetings of the general membership may be held throughout the year as determined by the Board of Trustees, so long as a minimum of seven (7) days notice is given to the membership.
D. Quorum. Seven (7) members in attendance shall constitute a quorum at any membership meetings of the organization requiring a vote. A majority of Trustees shall constitute a quorum at any Trustees’ meeting requiring a vote.
These Bylaws may be amended, supplemented, or repealed and replaced at the annual membership meeting or any regular meeting, or any special meeting called for that purpose, by a quorum of membership. The membership shall be notified at least seven (7) days prior to any meeting in which any action to change the Bylaws is being taken.
This network may be dissolved by the vote of two-thirds (2/3) majority of the members present at a meeting specifically called for that purpose. The membership shall be notified at least two (2) weeks prior to any meeting in which a dissolution of the network shall be voted on. In the event of dissolution, the property of the network shall be distributed in accordance with the Articles of Incorporation.