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policies:bylaws [2015/12/09 02:16]
walter [Section 2. Specific Objectives and Purposes] 		policies:bylaws [2016/01/07 17:48]
Geoff Nicholson [Section 5. Term of Office]
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 ===== Article 2 - Nonprofit Purposes ===== ===== Article 2 - Nonprofit Purposes =====
 ==== Section 1. IRS Section 501(c)(3) Purposes ==== ==== Section 1. IRS Section 501(c)(3) Purposes ====
-This corporation is organized exclusively for one or more of the purposes as specified in Section 501(c)(3) of the Internal Revenue Code, 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.  Quelab is a fiscally sponsored project of School Factory, Inc. a Wisconsin-based 501(c)3 non-profit corporation. +This corporation is organized exclusively for one or more of the purposes as specified in Section <nowiki>501(c)(3)</nowiki> of the Internal Revenue Code, including, for such purposes, the making of distributions to organizations that qualify as exempt organizations under Section <nowiki>501(c)(3)</nowiki> of the Internal Revenue Code.  Quelab is a fiscally sponsored project of School Factory, Inc. a Wisconsin-based <nowiki>501(c)(3)</nowiki> non-profit corporation. 
  
 ==== Section 2. Specific Objectives and Purposes ==== ==== Section 2. Specific Objectives and Purposes ====
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 ==== Section 4. Duties ==== ==== Section 4. Duties ====
 It shall be the duty of the directors to: It shall be the duty of the directors to:
-a.    Perform any and all duties imposed on them collectively or individually by law, by the articles of incorporation, or by these bylaws; +  - Perform any and all duties imposed on them collectively or individually by law, by the articles of incorporation, or by these bylaws; 
-b.    Appoint and remove, employ and discharge, and, except as otherwise provided in these bylaws, prescribe the duties and fix the compensation, if any, of all officers, agents, and employees of the corporation; +  - Appoint and remove, employ and discharge, and, except as otherwise provided in these bylaws, prescribe the duties and fix the compensation, if any, of all officers, agents, and employees of the corporation; 
-c.    Supervise all officers, agents, and employees of the corporation to assure that their duties are performed properly; +  - Supervise all officers, agents, and employees of the corporation to assure that their duties are performed properly; 
-d.    Meet at such times and places as required by these bylaws; +  - Meet at such times and places as required by these bylaws; 
-e.    Register their addresses with the secretary of the corporation, and notices of meetings mailed or telegraphed to them at such addresses shall be valid notices thereof. +  - Register their addresses with the secretary of the corporation, and notices of meetings mailed or telegraphed to them at such addresses shall be valid notices thereof. 
-f.     Execute fiduciary responsibilities of the corporation as presented by the officers and directors.+  - Execute fiduciary responsibilities of the corporation as presented by the officers and directors.
 ==== Section 5. Term of Office ==== ==== Section 5. Term of Office ====
-Each year, one half of the authorized number of directors shall be elected to serve on the board of directors for a two-year term as governed by the Election Policy (Appendix B). Each director shall hold office until his or her successor is elected and qualified.+Each year, one half of the authorized number of directors shall be elected to serve on the board of directors for a two-year term as governed by the Election Policy ([[policies:election_policy|Appendix B]]). Each director shall hold office until his or her successor is elected and qualified.
  
 If, at a meeting for the election of directors, more than one group of initial board members is elected to serve for a first staggered term of office, then the secretary of the corporation shall assign each director to a numbered group and shall make a chance selection between or among the numbered groups (by selecting among other lots or by some other chance selection procedure).  The group corresponding to the number so chosen shall be subject to election to a staggered term at the meeting. If, at a meeting for the election of directors, more than one group of initial board members is elected to serve for a first staggered term of office, then the secretary of the corporation shall assign each director to a numbered group and shall make a chance selection between or among the numbered groups (by selecting among other lots or by some other chance selection procedure).  The group corresponding to the number so chosen shall be subject to election to a staggered term at the meeting.
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 ==== Section 13. Conduct of Meetings ==== ==== Section 13. Conduct of Meetings ====
 +
 Meetings of the board of directors shall be presided over by the chairperson of the board, or, if no such person has been so designated, or in his or her absence, the president of the corporation, or in his or her absence, by the vice president of the corporation, or in the absence of each of these persons, by a chairperson chosen by the directors present at the meeting. The secretary of the corporation shall act as secretary of all meetings of the board, provided that, in his or her absence, the presiding officer shall appoint another person to act as secretary of the meeting. Meetings of the board of directors shall be presided over by the chairperson of the board, or, if no such person has been so designated, or in his or her absence, the president of the corporation, or in his or her absence, by the vice president of the corporation, or in the absence of each of these persons, by a chairperson chosen by the directors present at the meeting. The secretary of the corporation shall act as secretary of all meetings of the board, provided that, in his or her absence, the presiding officer shall appoint another person to act as secretary of the meeting.
  
-Meetings shall be governed by Consensus Policy ([[Appendix A|Appendix A]]), insofar as such rules are not inconsistent with or in conflict with the articles of incorporation, these bylaws or with provisions of law.+Meetings shall be governed by Consensus Policy ([[:policies:consensus_policy|Appendix A]]), insofar as such rules are not inconsistent with or in conflict with the articles of incorporation, these bylaws or with provisions of law.
  
 ==== Section 14. Vacancies ==== ==== Section 14. Vacancies ====
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 ===== ADOPTION OF BYLAWS ===== ===== ADOPTION OF BYLAWS =====
 +
 We, the undersigned, are all of the initial directors or incorporators of this corporation, and we consent to, and hereby do, adopt the foregoing as the bylaws of this corporation. We, the undersigned, are all of the initial directors or incorporators of this corporation, and we consent to, and hereby do, adopt the foregoing as the bylaws of this corporation.
  
 Approved upon by Quelab Members on: 5 January 2014 Approved upon by Quelab Members on: 5 January 2014
-<LINK TO MEETING MINUTES>+