By-Laws
Green Aberdeen
Article 1
Name and Offices
Section 1.01. Name. This Corporation shall be known as Green Aberdeen.
Section 1.02. Office The registered office is 404 S. Lincoln Street, Aberdeen, South Dakota 57401.
Article II
Purpose
Section 2.01. Purpose The purpose and goals of this organization is to serve the Aberdeen area by promoting and implementing practices consistent with sustainable living such as conservation of resources, waste reduction, recycling, and increased reliance on renewable energy.
Section 2.02. 501(C)(3) Green Aberdeen will apply for 501(C)(3) nonprofit status and if accepted will operate in compliance with federal laws and regulations that govern such tax exempt organizations.
Article III
MEMBERS
Section 3.01. Members This organization shall have members. The members shall have full power to act on behalf of the corporation as permitted by the statues of the State of South Dakota, the Articles of Incorporation of this corporation and these By-Laws. There will be two types of memberships: active and supporting. The following is the basic information, though policy will detail the specifics.
Section 3.02. Active An active member will be a resident of Brown County, have voice and vote in all meetings, and be eligible for any elected position.
Section 3.03. Supporting A supporting member can be anywhere, have voice and vote in general meetings, but won’t be eligible for any elected position.
Section 3.04. Annual Meeting The membership shall have an annual meeting at a time set by the Board of Directors.
Section 3.04. Regular Meetings There shall be regular meetings of the membership to conduct the business of the corporation and to inform the public. The number of meetings during the year, the date, time, and place will be decided by the Board of Directors.
Section 3.05. Special Meetings. The President or Board of Directors may call a special meeting, as necessary, to conduct business or amend the By-Laws as deemed necessary.
Section 3.06. Quorum Any regular meetings will require ten percent of the membership to be present. The annual meeting will require twenty percent of the membership. The act of the majority of members present at a meeting at which is quorum is present shall constitute an act of the membership.
Section 3.07. Non-Discrimination Green Aberdeen does not and shall not discriminate on the basis of race, color, religion (creed), gender, gender expression, age, national origin (ancestry), disability, marital status, sexual orientation, or military status, in any of its activities or operations. We are committed to providing an inclusive and welcoming environment for all members of our organization, clients, volunteers, subcontractors, vendors, and clients.
Article IV
BOARD OF DIRECTORS
Section 4.01. General Powers The business and affairs of the corporation shall be managed by the Board of Directors as approved of the membership.
Section 4.02. Numbers, Terms, and Qualifications The Board of Directors shall consist of at least 5 but no more than 9 directors. The number of directors shall be set at the annual meeting of the membership.
Section 4.03. Monthly Meetings The Board of Directors will hold monthly meetings (more often if needed) held on the date, time, and place determined by the President.
Section 4.04. Vacancy Any vacancy occurring on the Board of Directors may be filled by appointment by a majority vote of a quorum of the Board of Directors. Said appointment shall serve the remainder of the term of vacancy.
Section 4.05. Quorum A majority of the number of Directors fixed in the By-Laws shall constitute a quorum for the transaction of business. The act of the majority of the Directors present at a meeting at which a quorum is present shall constitute the act of the Board of Directors.
Section 4.06. Electronic Voting The President may submit proposed written motions for the consideration of the Board by electronic communication. Discussion of such motions shall be in writing submitted to all of the members of the Board of Directors. The approved methods of electronic communication shall be electronic communication devices. Directors may vote by electronic communication devices by responding directly to the President by email. The Secretary shall record the vote.
Section 4.07 Rules The Board of Directors is hereby given the authority to promulgate supplemental written rules pertaining to election of directors and to voting upon written resolutions submitted by the President to the Board of Directors.
ARTICLE V
OFFICERS
Section 5.01. Officers. The officers of the corporation shall be chosen by the Board of Directors and shall consist of a President, Secretary, and Treasurer, each of whom shall be a Director of the corporation. Other officers, assistant officers, and employees may be elected or appointed by the Board of Directors.
Section 5.02. Election and Terms of Office The officers shall be elected by the Board of Directors at the first meet of the Directors held after the Membership Annual Meeting. Officers shall hold office until their successors have been duly elected and qualified. All elected directors hall serve a term of three years. The initial elections for the Board of Directors shall create a system by which the terms of the directors are staggered.
Section 5.03. Removal Any officer or agent elected or appointed by the Board of Directors may be removed by the Board of Directors whenever in its judgment the best interests of the corporation would be served; thereby, such removal shall be without prejudice to the contact rights, if any, of the person so removed. Failure of any Director to attend three regularly scheduled Board meetings consecutively shall constitute cause to remove the Director from the Board.
Section 5.04. 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 5.05. President: Powers and Duties The President shall have the general powers and duties or supervision and management of the business of the corporation and shall preside at all meetings of Directors. The President shall present at each annual meeting a written report of the business of the corporation of the preceding year. If the President is absent from a meeting (board or general) the Directors will appoint someone to take his/her position for that meeting.
Section 5.06. Secretary: Powers and Duties The Secretary shall attend all meetings, and shall keep or cause to be kept a true and complete record of the proceedings of those meetings. They shall keep the corporate seal of the corporation, and when directed by the Board of Directors, shall affix it to any instrument requiring it. They shall give, or cause to be given, notice of all meetings of the Directors and shall perform whatever additional duties of the Board of Directors, from time to time, prescribe. The office of Secretary may be held by one or more persons.
Section 5.07. Treasurer: Powers and Duties The Treasurer shall have custody of the corporate funds and securities. They shall keep full and accurate accounts of receipts and disbursements and shall deposit all corporate monies and other valuable effects in the name, and to the credit of the corporation in a depository or depositories designated by the Board of Directors. They shall disburse the funds of the corporation and shall render to the President or the Board of Directors, whenever they may require it, an account of their transactions as Treasure and of the financial condition of the corporation. The office of Treasure may be held by one or more persons.
ARTICLE VI
CONTRACTS, LOANS, CHECKS, AND DEPOSITS
Section 6.01. Contracts Contracts, deeds of conveyance, mortgages, the granting of security interest, documents and other instruments shall be executed by the President and when required, under the seal of the corporation, affixed and attested by the Secretary, unless the Board of Directors shall in particular situation designate another procedure to be followed for the execution.
Section 6.02. Loans No loans shall be contracted on behalf of the corporation and no evidence of indebtedness shall be issued in its name unless authorized by a resolution of the members.
Section 6.03. Signing of Checks and Notes All checks, drafts, notes, and demands for money shall be signed by the officer or officers of the corporation as from time to time designated by the Board of Directors.
Section 6.04. Deposits All funds of the corporation, not otherwise employed, shall be deposited from time to time to the credit of the corporation in such banks, trust companies or other depositories as the Board of Directors may select.
ARTICLE VII
DIRECTORS CONTRACTS AND INDEMIFICATION
Section 7.01. Conflict of Interest
(a) Full Disclosure Board members and staff members in decision making roles should make known their connections with groups doing business with the organization.
(b) Adoption of Conflict of Interest Policy The Board of Directors shall be authorized to promulgate and adopt a written conflict of interest policy which is consistent with the requirements of federal law pertaining to federal nonprofit status.
(c) Current Policy The current Conflict of Interest Policy is attached hereto and incorporated herein by reference.
Section 7.02. Indemnification of Directors Every director, officer, or employee of the corporation shall be indemnified by the corporation against all expenses and liabilities including counsel fees, reasonably incurred by or imposed upon him(her) in connection with any proceeding to which he(she) may be made a part, or in which he(she) may become involved, by reason of his(her) being or having been a director, officer, or employee of the corporation, or any settlement thereof made with court approval, whether or not he(she) is a director, officer, or employee at the time of such expenses are incurred, except in such cases wherein the director, officer, or employee is adjudged to be liable\for negligence or misconduct in performance of his(her) duties; provided that in the event of a settlement in the indemnification herein shall apply only when the Board of Directors, as well as the court, approves such settlement and reimbursement as being for ]the best in addition to and not exclusive of all other rights to which such director, officer, or employee may be entitled, under statutes and laws of the State of South Dakota.
Section 7.03. Informal Action If all the directors severally or collectively consent in writing to any action taken or to be taken by the corporation and the writing or writings evidencing their consent and filed with the Secretary of the corporation, the action shall be as valid as though it had been authorized at a meeting of the Board.
ARTICLE VIII
BOOKS RECORDS AND ACCOUNTS
Section 8.01. The corporation shall keep correct and complete books and records of account shall also keep minutes of the proceedings of its Board of Directors, general meetings, and any committees having any authority of the Board of Directors, and shall keep the registered or principle office a record giving the names and addresses of the Directors. All the books and records of the Corporation may be inspected by any member or their agent or attorney for any proper purpose at any reasonable time.
ARTICLE IX
FISCAL YEAR
Section 9.01. This fiscal year shall be from January 1 to December 31.
ARTICLE X
BUDGET AND FINANCIAL OPERATION
Section 10.01 The financial operation of the Corporation shall be conducted in accordance with an annual budget to be submitted by the President, Secretary, and Treasurer to the Annual General Member Meeting for approval.
ARTICLE XI
EXECUTIVE DIRECTOR, STAFF AND VOLUNTEERS
Section 11.01. (1) Executive Director. The Board of Directors may engage a Director who shall formulate and carry out the business policies submitted by him/her and approved by the Board of Directors; perform such duties as shall be set forth in the position description for Director as from time to time is established by the Board of Directors.
(2) Staff. The Corporation may employ such other staff as shall be appropriate to carry out the purpose of the Corporation. The Board of Directors may adopt written personnel policies and staff responsibilities for the Corporation. The Board of Directors may review the performance of all staff annually. The Executive Director (if there is one) will be immediate supervisor of any staff unless otherwise specified by the Board of Directors.
(3)Volunteers. The Corporation may create, organize, train, supervise, and utilize the services of volunteers to carry out its purposes whenever possible.
ARTICLE XII
COMMITTEES
Section 12.01. Executive Committee. The Executive Committee shall be composed of the President, Secretary, Treasurer, and the immediate Past President of the Corporation. This committee shall have the powers of the Board of Directors to transact business of any emergency nature between Board meetings.
Section 12.02. Other Committees. The Board of Directors may appoint other committees deemed necessary for the operation of the corporation from time to time by a majority vote of a quorum of the Directors at a regularly scheduled or a special meeting. The President shall appoint committee chairpersons with approval by the Board of Directors.
ARTICLE XIII
NON-PARTISON
Section 13.01. Non-Partison. This organization will not endorse or seek to endorse any politician running for any level of office or support any political party. This organization will work with all elected officials to pursue our goals and promote the issues related to our purpose.
ARTICLE XIV
AMENDMENTS
Section 14.01 Amendments. These By-Laws may be altered, amended, or repealed and new By-Laws may be adopted by the members at an annual or special meeting of the General Membership.
ARTICLES OF INCORPORATION
These Articles are executed by the undersigned for the purpose of forming a South Dakota corporation under SDCL 47-22 of the South Dakota Non-Profit Corporation Act.
ARTICLE I
The name of the corporation is Green Aberdeen.
ARTICLE II
The period of existence is perpetual.
ARTICLE III
The purpose or purposes for which the corporation is organized as follows: To provide charitable support and funding for community development of promoting and implementing practices of recycling, conservation of resources, waste reduction, and increased reliance on renewable energy; to seek donations of funds, services, and equipment from businesses or individuals to support the Corporation’s goals and purposes. Further that the corporation is organized and shall be operated for charitable, educational, and community developmental purposes within the meaning of section 501(c)3 section of the Internal Revenue Code.
ARTICLE IV
The corporation shall have two class of members: active and supporting.
ARTICLE V
The directors are to be elected from the class of active members.
ARTICLE VI
The address of its registered office is 404 S. Lincoln Street, PO Box 1456, Aberdeen, South Dakota, 57402-1456, and the name of its registered agent at such address is Victor B. Fischbach.
ARTICLE VII
The numbers of directors constituting the board of directors is five and the names and addresses of the persons who are to serve as the directors are as follows:
Enno K. Limvere Kerry Beckler
1314 ½ N. 4th St. 39421 134th St.
Aberdeen, SD 57401 Bath, SD 57427
Joseph W. Berns Robert L. Wedemann
917 27th Ave ND Apt. #320 323 S. Main St. Apt. 5F
Aberdeen, SD 57401 Aberdeen, SD 57401
Arlene Cleberg
1314 N. 4th St.
Aberdeen, SD 57401
ARTICLE VIII
The names and addresses of incorporators are as follows:
Enno K. Limvere Kerry Beckler
1314 ½ N. 4th St. 39421 134th St.
Aberdeen, SD 57401 Bath, SD 57427
Joseph W. Berns Robert L. Wedemann
917 27th Ave ND Apt. #320 323 S. Main St. Apt. 5F
Aberdeen, SD 57401 Aberdeen, SD 57401
Arlene Cleberg
1314 N. 4th St.
Aberdeen, SD 57401
ARTICLE IX
The corporation is not organized for pecuniary profit and shall have no power to declare dividends. No part of its net earnings shall inure to the benefit of any member, director, or individual.
ARTICLE X
Upon the dissolution of the corporation, the Board of Directors shall, after paying or making provision for the payments of all liabilities of the corporation, dispose of all the assets of the corporation exclusively for the purposes of the corporation or to such organization or organizations organized and operated exclusively for charitable, educational, religious, or scientific purposes as shall at the time time qualify as an exempt organization or organizations under Section 501(c)3 of the Internal Revenue Code of 1986 (or corresponding provision of any future United States Internal Revenue Law) as the Board of Directors shall determine. Any such assets not so disposed, shall be disposed of by the Circuit Court of the County in which the principal place of business is then located, exclusively for such purposes or to such organization or organizations, as side Court shall determine, which are organized and operated exclusively for such purposes. These Articles may be amended in a manner authorized by law at the time of the amendment.
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Enno K. Limvere, President Dated
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Kerry Beckler, Secretary Dated
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Joseph W. Berns, Treasurer Dated
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Robert L. Wedemann, Member at Large Dated
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Arlene J. Cleberg, Member at Large Dated