Sustainable Building Week Bylaws

(05/20/2019)

SUSTAINABLE BUILDING WEEK BYLAWS

ARTICLE I: NAME

The name of the organization shall be Sustainable Building Week. (SBW)

ARTICLE II: PURPOSE

Section 1. Nonprofit Purpose

SBW is organized exclusively for charitable, religious, educational, and scientific 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, or the corresponding section of any future federal tax code. Including the following requirements:

a) Our by-laws will limit our purposes to one or more exempt purposes within section 501(c)(3).

b) Our by-laws do not expressively empower us to engage, otherwise than as an insubstantial part of your activities, in activities that in themselves are not in furtherance of one or more exempt purposes.

c) Our by-laws do not need an express dissolution provision in our organizing document because you rely on the operation of state law in the state (Oregon) in which Sustainable Building Week was formed for your dissolution provision.

Sustainable Building Week (SBW) will also comply with the following, we will:

Refrain from supporting or opposing candidates in political campaigns in any way.
Ensure that your net earnings do not inure in whole or in part to the benefit of private shareholders or individuals (that is, board members, officers, key management employees, or other insiders).
Not further non-exempt purposes (such as purposes that benefit private interests) more than insubstantially.
Not be organized or operated for the primary purpose of conducting a trade or business that is not related to your exempt purpose(s).
Not devote more than an insubstantial part of your activities attempting to influence legislation or, if you made a section 501(h) election, not normally make expenditures in excess of expenditure limitations outlined in section 501(h).
Not provide commercial-type insurance as a substantial part of your activities.

Section 2. Specific Purpose

Sustainable Building Week works to Keep Portland Green. SBW offers a week of events to break down siloed thinking to improve cross-disciplinary education, connectivity and future collaboration to promote sustainable practices and design across the city of Portland and beyond.

The specific objectives and purpose of this organization shall be:

To provide a week of events to Portland’s design professional organizations centered around sustainable design;
To bring the best and brightest building professional organizations together to educate, connect and foster opportunities for future collaboration to Keep Portland Green;
To break down siloed thinking and improve cross-disciplinary education, connectivity and future collaboration;
For such other purposes as are approved by the board or membership.

ARTICLE III: MEMBERSHIP

Section 1 Eligibility for Membership. Application for collaborator membership shall be open to any community organization whose goals support the purpose statement in Article II, Section 2. Membership is granted after completion and receipt of a membership interest application. All memberships shall be granted upon a majority vote of the board. Collaborators are not voting members of Sustainable Building Week but are crucial to the planning and events during the week.

Section 2 Collaborator Communication. Collaborating organizations will designate at least one (1) key contact for all correspondence related to SBW. The key contact(s) will be responsible for:

Speaking on behalf of their organization at in person meetings and via electronic correspondence
Relaying pertinent messages to their organizational members
In person attendance or designating onsite representative(s) for their SBW event
Timely response to all matters related to SBW

Section 3 Consent. An eligible organization shall be considered a member/collaborator of SBW by providing written consent to the Board either in person or via email.

Section 4 Dues or Fees. Dues or fees shall not be required.

Section 5 Membership Requirements. Each collaborator is required to host their own or support another event during Sustainable Building Week. This event can be designed with whatever theme they choose as long as it supports the purpose statement in Article II, Section 2.

Each collaborator will be responsible for:

Their own event coordination
Promotion and promotional materials for their event which will be supported by SBW
Reporting back to Sustainable Building Week on a monthly basis

Section 6 Membership Terms. Each collaborating organization will commit to a one-year term with SBW. At the end of the term they may seek membership for another year on an ongoing yearly basis.

Section 6 Resignation and Termination. Any member may resign by filing a written resignation with the Sustainable Building Week Board. A member can have their membership terminated by a majority vote of the membership.

ARTICLE IV: BOARD OF DIRECTORS

Section 1: Number and Composition of Board Members: The number of Directors shall be fixed from time-to-time by the Directors but shall consist of no less than three (3) nor more than nine (9) including the following officers: Executive Director, Deputy Executive Director, Finance Executive Director, Events Executive Director, and Outreach Executive Director.

The members of the Board of Directors shall, upon election, immediately enter upon the performance of their duties and shall continue until the end of their one year term limit. All members of the Board of Directors must be approved by a majority vote of the acting Board of Directors present and voting. No vote on new members of the Board of Directors, shall be held unless a quorum of the Board of Directors is present as provided in Article VI Section 2.

Newly elected members of the Board of Directors who have not served before shall serve initial one-year term. At the conclusion of the initial one-year term, members of the Board of Directors may serve an additional five (5) terms.

Each member of the Board of Directors shall attend at least nine (9) tri-weekly meetings of the Board per year.

Section 2: Eligibility for Board Service: Any person that expresses interest, is qualified and upholds the values of the purpose statement in Article II, Section 2.

Section 3: Terms of Office: The term of Board of Directors shall be one year minimum. At the conclusion of the initial one-year term, members of the Board of Directors may serve an additional five (5) one-year terms.

Section 4: Removal: Any elected Director may be removed, with or without cause, by a majority vote of the members at a membership meeting called by the board of directors for that purpose.

Section 5: Board Vacancies: Vacancies on the board shall be filled by a vote of the directors currently serving on the board. A Director voted to fill a vacancy shall serve until they are no longer able or willing within that one-year term.

Section 6: Regular and Annual Meetings: The annual kick off meeting of the Board of Directors will be held in the first quarter to launch the next years planning and goal setting. The Board of Directors will meet every three weeks after the initial kick off meeting in the first quarter.

Section 7: Compensation. The Board of Directors shall not receive any financial compensation for their services as Directors.

Section 8. Confidentiality. Directors shall not discuss or disclose information about SBW or its activities to any person or entity unless such information is already a matter of public knowledge, such person or entity has a need to know, or the disclosure of such information is in furtherance of the SBW’s purposes, or can reasonably be expected to benefit SBW. Directors shall use discretion and good business judgment in discussing the affairs of SBW with third parties.

ARTICLE V: OFFICERS

Section 1: Executive Director. The Executive Director will have the following duties:

They will have general active management of overall SBW events, deadlines and needs.
They will run the tri-weekly meetings including creating an agenda and overall status updates.
They will maintain a working knowledge of internal communication to communicate meetings and needs for SBW.

Section 2: Deputy Executive Director. The Deputy Executive Director will have the follow duties:

They will support the Executive Director in the active management of all SBW events, deadlines and needs.
They will be responsible for taking meeting notes and organization of meeting materials.
They will maintain the overall task list to ensure deadlines are met.
They will ensure there is a meeting place secured for each tri-weekly meeting of the Executive Committee.

Section 3: Finance Executive Director. The Finance Executive Director will have the follow duties:

They will be responsible for maintaining the treasury and accurate accounting of SBW finances.
They will present an update at each meeting of fundraising and accounting activities.
They will be responsible for all fundraising related activities including:
Attracting sponsors
Following up to ensure sponsorship was fulfilled
Coordinating sponsor events to communicate to Events Executive
They will be responsible for end of the year accounting and reporting for tax and legal purposes.

Section 4: Outreach Executive Director. The Outreach Executive Director will have the follow duties:

They will be responsible for overall marketing and coordination of marketing activities for SBW including:
Acquiring and maintaining a database of contacts for outreach purposes
Drafting blog copy or delegating blog needs to another person or member
Drafting copy for outreach materials such as the website, newsletter, flyers, etc.
Assigning and finding competitive pricing for graphic work
They will be responsible for any other outreach needs as they arise for SBW

Section 5: Events Executive Director. The Events Executive Director will have the follow duties:

They will be responsible for maintaining the SBW website including:
collaborator and sponsor events
copy/materials provided by the Outreach Executive
Other SBW website fodder or backend organization
They will coordinate with collaborating members to finalize their events for posting on website and promotion
They will coordinate with Finance Executive to finalize sponsor events for posting on website and promotion
They will coordinate with Portland Design Events (John Maternoski) to promote SBW events
They will manage events during the week of to ensure all collaborators/sponsors have materials and information needed. This includes but is not limited to:
Posters, flyers and sign in sheets at each event
Food/drink donations if acquired through SBW
SBW Talking points
SBW reps at each event
Other as needed
They will coordinate with photographer and/or videographer to delegate which events they will be attending.

Section 7: Terms of Office. Each Director will serve a one year term at minimum.

Section 8: Election of Directors. Directors are elected on a volunteer basis and may apply for whichever position they believe will play to their strengths. A majority agreement of the Board will officially instate them.

Section 9: Vacancies. Board members may nominate persons to fill vacancies that occur at the Board term. Nominations will be discussed at meetings of the Board and approved or denied and will be subject to interviews by Board members for approval.

ARTICLE VI: MEETINGS

Section 1: Membership Meetings

An annual meeting of the members shall take place in the second quarter, the specific date, time, and location of which will be designated by the chair. At the annual meeting the members shall receive updates on the activities of the association, and officially kick off the coming years activities. A quorum for a meeting of the members shall consist of at least twenty percent (20)% of the active membership.

Section 2: Board Meetings

The board shall meet tri-weekly after the official first quarter kick off meeting of the Board of Directors planning year. The board shall meet at least 10 times a year. Public notice of meetings of the board will be posted on the SBW website in advance of each meeting.

Emergency Board Meetings: When there is insufficient time to address timely business within the notice requirements of a regular meeting, an emergency meeting may be called. Notice of an emergency meeting to all interested parties may not be less than 24 hours in advance.

Quorum: A quorum for a board meeting shall be a majority of the number of Board members in office immediately before the meeting begins.

Section 3: Deliberation and Decision Making

The board shall make all decisions by consensus.

ARTICLE VII: ELECTIONS

Section 1: Annual Election. The Board of Directors is a volunteer position and are not decided by public election. However, a consensus amongst current Directors must exist in order for a new Director to be instated.

Section 2: Election of Directors. Directors are elected on a volunteer basis and may apply for whichever position they believe will play to their strengths. A majority agreement of the Board will officially instate them.

ARTICLE VIII: GRIEVANCE PROCESS

Section 1: Other forms of conflict resolution are encouraged: All parties are encouraged to resolve disagreements and disputes through one-on-one dialogue, discussions with board members and general members, and/or formal mediation whenever possible.

Section 2: Eligibility to Grieve: A person or group harmed as a result of a decision of SBW may file a formal grievance if they believe the action taken by SBW violated a provision of these bylaws.

Section 3: Filing a Grievance: Grievances must be submitted, in writing, to the Deputy Executive Director, within 45 business days of the alleged violation. A grievance must state the action being grieved, the provision which was allegedly violated, how the grievant was harmed, and identify a remedy.

Section 4: Initial Review and Response: The board will review the proposed grievance, determine its findings, and render a decision on the grievance. The board shall notify the grievant of the board’s decision, in writing, within 60 calendar days of the receipt of the grievance.

ARTICLE IX: CONFLICT OF INTEREST

To protect the integrity of the association’s decision-making processes, Directors will disclose to the board any interest they have in a transaction or decision of the board that may result in a financial benefit or gain to them and/or their business, family members and/or significant other, employer, and/or close associates, and other nonprofit organizations with which they are affiliated. The director will not be present for or participate in any board discussion of or vote on the transaction or decision.

ARTICLE X: NON-DISCRIMINATION

SBW will not discriminate against individuals or groups on the basis of race, ethnicity, religion, color, sex, sexual orientation, gender identity, age, disability, legal citizenship, national origin, income, marital status, or political affiliation in any of its policies, recommendations or actions.

ARTICLE XII: AMENDMENT OF BYLAWS

1. All amendments to these bylaws must be proposed in writing and announced in the published agenda of a Board of Directors meeting.

Adoption and amendment of these bylaws require a two-thirds (2/3) vote by the Board of Directors present at a general meeting.

Adoption:

Date Adopted: May 20, 2019

Previous Revisions: N/A

Signature of Deputy Executive Director: Webly Bowles, signed 5/20/2019

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