Africa Classroom Connection
ARTICLE I - NAME AND PURPOSE
Section 1 - Name: The name of the organization shall be Africa Classroom Connection. It shall be a nonprofit organization incorporated under the laws of the State of Minnesota.
Section 2 - Purpose: Africa Classroom Connection is organized exclusively for charitable, scientific and education purposes, as specified in the Articles of Incorporation.
ARTICLE II - MEMBERSHIP
Section 1 - Membership: Membership shall consist of the board of directors.
ARTICLE III - 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 day-to-day operations to the staff and committees. The board shall have up to 12, but not fewer than 5 members. The board receives no compensation other than reasonable expenses.
Section 2 - Terms: All board members shall serve two-year terms, but are eligible for re-election for up to five consecutive full terms.
Section 3 - Meetings and notice: The board shall meet at least annually, 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.
Section 4 - Conference Communications: Any or all Directors may participate in any meeting of the Board of Directors, or any duly constituted committee thereof, by any means of communication through which the Directors may simultaneously hear each other during such meeting. For the purposes of establishing a quorum and taking action at the meeting, such Directors participating pursuant to this Section shall be deemed present in person at the meeting, and the place of meeting shall be the place of origination of the conference communication.
Section 5 - 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 6 - 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 7 - 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 8 - Officers and Duties: There shall be four officers of the board, consisting of a chair, vice-chair, secretary and treasurer. Their duties are as follows:
The chair 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-chair shall chair committees on special subjects as designated by the board.
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 that corporate records are maintained.
The 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.
Section 9 - 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 10 - Resignation, termination, and absences: Resignation from the board must be in writing and received by the secretary. A board member 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 three-fourths vote of the remaining directors.
Section 11 - Special meetings: Special 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 IV - 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 four 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 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 the calendar 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.
ARTICLE V - DIRECTOR AND STAFF
Section 1 - Executive Director: If deemed necessary, an executive director may be hired 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 VI - GRANTS
Grant distributions are made under the following conditions:
1. the making of grants and contributions and otherwise rendering financial assistance for the purposes expressed in the corporation's articles of incorporation are within the exclusive power of the board of directors;
2. the board of directors shall review all requests for funds from other organizations, shall require that such requests specify the use to which the funds will be put, and, if the board approves the request, shall authorize payments of the funds to the approved grantee;
3. the board shall require that the grantees furnish a periodic accounting to show that the funds were expended for the purposes approved by the board;
4. the board may, in its absolute discretion, refuse to make any grants or contributions or otherwise render financial assistance for any or all purposes for which funds were requested; and
5. after the board of directors has approved a grant to an organization for a specific project or purpose, the corporation may solicit funds for the grant to the specifically approved project or purpose of the other organization; at all times, however, the board has the right to withdraw approval of the grant and to use the funds for other charitable, scientific, or educational purposes.
ARTICLE VII - AMENDMENTS
Section 1 - Amendments: These bylaws may be amended when necessary by two-thirds majority of the board of directors. Proposed amendments must be submitted to the secretary to be sent out with regular board announcements.
April 21, 2006 Initial adoption of bylaws.
March 13, 2008 Amended to include rules for grantmaking.
June 10, 2009 Amended to change organization name "Eshowe Community Action Group USA" to "Africa Classroom Connection."