Sustainable Building Week Bylaws
|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:
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:
|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:|
|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:
|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:|
|Section 2: Deputy Executive Director. The Deputy Executive Director will have the follow duties:|
|Section 3: Finance Executive Director. The Finance Executive Director will have the follow duties:|
|Section 4: Outreach Executive Director. The Outreach Executive Director will have the follow duties:|
|Section 5: Events Executive Director. The Events Executive Director will have the follow duties:|
|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|
|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|
|Date Adopted: May 20, 2019|
|Previous Revisions: N/A|
|Signature of Deputy Executive Director: Webly Bowles, signed 5/20/2019|