BYLAWS
of the
Topeka Community Cycle Project College
ARTICLE I
NAME AND PURPOSE
Section 1.01. Name. The name of the organization is Topeka Community Cycle Project College, hereinafter “Corporation.”
Section 1.02. Purpose. The Corporation is organized as a Kansas not-for-profit corporation and shall be operated exclusively for charitable, religious, educational, and/or scientific purposes as described in Section 501(c)(3), or any future section, of the Internal Revenue Code, and will include the following activities:
- Promoting self-reliance, sustainability, and healthful living in Topeka.
- Recycling, repurposing, and distribution of bicycles.
ARTICLE II
AUTHORITY AND DUTIES OF DIRECTORS
Section 2.01. Authority of Directors. The Board of Directors is the policy-making body and may exercise all the powers and authority granted to the Corporation by law.
Section 2.02. Number, Selection, and Tenure. The Board shall consist of not less than five (5) and not more than twenty one (21) directors. Each director shall hold office for a term of two (2) years. Vacancies existing by reason of resignation, death, incapacity or removal before the expiration of his/her term shall be filled by a majority vote of the remaining directors. In the event of a tie vote, the President shall choose the succeeding director. Directors will elect their successors. A director elected to fill a vacancy shall be elected for the unexpired term of that director’s predecessor in office.
Section 2.03. Resignation. Resignations are effective upon receipt by the Secretary of the Corporation of written notification.
Section 2.04. Regular Meetings. The Board of Directors shall hold at least four (4) regular meetings per calendar year. Meetings shall be at such dates, times and places as the Board shall determine. The annual meeting will be held the first Tuesday of the month in July.
Section 2.05. Notice for Regular Meetings. Notice for Regular Meetings shall be emailed, mailed, or telephoned to each member of the Board not less than forty-eight (48) hours before such meeting. Additionally, notice to the public will be provided either on the website or posted publicly at the work shop not less than forty-eight (48) hours before such meeting.
Section 2.06. Special Meetings. Meetings shall be at such dates, times and places as the Board shall determine.
Section 2.07. Notice for Special Meetings. Special Meetings may be called by the Chairperson or at the request of any three (3) directors by notice emailed, mailed, or telephoned to each member of the Board not less than forty-eight (48) hours before such meeting.
Section 2.08. Quorum. A quorum shall consist of a majority of the Board attending in person or through teleconferencing. All decisions will be by majority vote of those present at a meeting at which a quorum is present. If less than a majority of the directors is present at said meeting, a majority of the directors present may adjourn the meeting on occasion without further notice.
Section 2.09. Action Without a Meeting. Any action required or permitted to be taken at a meeting of the Board of Directors (including amendment of these Bylaws) or of any committee may be taken without a meeting if all the members of the Board or committee consent in writing to taking the action without a meeting and to approving the specific action. Such consents shall have the same force and effect as a unanimous vote of the Board or of the committee as the case may be.
Section 2.10. Self-Dealing. No director shall use confidential information gained by reason of being a director for personal gain to the detriment of TCG.
Section 2.11. Participation in Meeting by Conference Telephone. Members of the Board may participate in a meeting through use of conference telephone or similar communications equipment, so long as members participating in such meeting can hear one another.
Section 2.12. Committees. The Board of Directors may, by resolution adopted by a majority of the Directors in office, establish committees of the Board composed of at least two (2) persons which, except for an Executive Committee, may include non-Board members. The Board may make such provisions for appointment of the chair of such committees, establish such procedures to govern their activities, and delegate thereto such authority as may be necessary or desirable for the efficient management of the property, affairs, business, activities of the Corporation.
Section 2.13. Nominating Committee. There shall be a Nominating Committee, composed of the President and at least two (2) other members of the Board of Directors. Each member of the committee shall have one (1) vote and decision shall be made by the majority.
Section 2.14. Reimbursement. Directors shall serve without compensation with the exception that expenses incurred in the furtherance of the Corporation’s business are allowed to be reimbursed with documentation and prior approval. In addition, Directors serving the organization in any other capacity, such as staff, are allowed to receive compensation therefore.
ARTICLE III
AUTHORITY AND DUTIES OF OFFICERS
Section 3.01. Officers. The officers of the Corporation shall be a President, a Vice-President, a Secretary, a Treasurer, and such other officers as the Board of Directors may designate. Any two (2) or more offices may be held by the same person, except the office of President with any other office in the Corporation.
Section 3.02. Appointment of Officers; Terms of Office. The officers of the Corporation shall be elected by the Board of Directors at regular meetings of the Board, or, in the case of vacancies, as soon thereafter as convenient. New offices may be created and filled at any meeting of the Board of Directors.
Terms of office may be established by the Board of Directors, but shall not exceed three (3) years. Officers shall hold office until a successor is duly elected and qualified. Officers shall be eligible for reappointment.
Section 3.03. Resignation. Resignations are effective upon receipt by the Secretary of the Board of a written notification.
Section 3.04. Removal. An officer may be removed by the Board of Directors at a meeting, or by action in writing pursuant to Section 2.09, whenever in the Board’s judgment the best interests of the Corporation will be served thereby. Any such removal shall be without prejudice to the contract rights, if any, of the person so removed.
Section 3.05. President. The President shall be a director of the Corporation and will preside at all meetings of the Board of Directors. The President shall perform all duties attendant to that office, subject, however, to the control of the Board of Directors, and shall perform such other duties as on occasion shall be assigned by the Board of Directors.
Section 3.06. Vice-President. The Vice-President shall be a director of the Corporation and will preside at meetings of the Board of Directors in the absence of or request of the President. The Vice-President shall perform other duties as requested and assigned by the President, subject to the control of the Board of Directors.
Section 3.07. Secretary. The Secretary shall be a director of the Corporation and shall keep the minutes of all meetings of the Board of Directors in the books proper for that purpose.
Section 3.08. Treasurer. The Treasurer shall be a director of the Corporation. The Treasurer shall report to the Board of Directors at each regular meeting on the status of the Corporation’s finances. The Treasurer shall work closely with any paid executive staff of the Corporation to ascertain that appropriate procedures are being followed in the financial affairs of the Corporation, and shall perform such other duties as occasionally may be assigned by the Board of Directors.
Section 3.09. Paid Staff. The Board of Directors may hire such paid staff as they deem proper and necessary for the operations of the Corporation. The powers and duties of the paid staff shall be as assigned or as delegated to be assigned by the Board.
Any and all salaries shall be fixed from time to time by the Board. Any compensation paid by the Corporation shall be paid in accordance with duties and with reasonable compensation for said position, as defined in these Bylaws. The Board shall document the basis for its compensation determinations concurrently with making the determinations.
Reasonable Compensation. All compensation paid by the Corporation must be reasonable. Reasonableness will be evaluated in light of all relevant circumstances, but a comparison of compensation paid by similar organizations for similar positions must be considered.
Compensation Defined. Compensation means all forms of income from working, including, but not limited to, salary, wages, bonuses, deferred compensation, retirement benefits, insurance, fringe benefits, education reimbursement, low interest loans, and personal use of the Corporation’s property.
ARTICLE IV
INDEMNIFICATION
The Corporation has the power to indemnify and hold harmless any person (and the heirs, executors and administrators of such person) made or threatened to be made a party to any action, suit or proceeding by reason of the fact that he or she is or was a director, officer, or employee of the Corporation against any and all liability and the reasonable expenses, including attorney’s fees and disbursements, incurred by the director, officer, or employee in connection with the defense or settlement of such action, suit or proceeding or in connection with any appearance therein, except in relation to matters as to which it shall be adjudged in such action, suit or proceeding that such director, officer, or employee is liable for willful negligence in the performance of his duties. The Board has the sole and exclusive right to determine whether a party is entitled to indemnification, pursuant to these bylaws. The Corporation may purchase and maintain insurance that protects the Director or Officer from any loss or expense associated with the Director or Officer’s simple negligence or misconduct in performing corporate duties or in his or her position or role as a Director or Officer.
ARTICLE V
ADVISORY BOARDS AND COMMITTEES
Section 5.01. Establishment. The Board of Directors may establish one or more Advisory Boards or Committees.
Section 5.02. Size, Duration, and Responsibilities. The size, duration, and responsibilities of such boards and committees shall be established by a majority vote of the Board of Directors.
ARTICLE VI
FINANCIAL ADMINISTRATION
Section 6.01. Fiscal Year. The fiscal year of the Corporation shall be January 1 – December 31 but may be changed by resolution of the Board of Directors.
Section 6.02. Checks, Drafts, Etc. All checks, orders for the payment of money, bills of lading, warehouse receipts, obligations, bills of exchange, and insurance certificates shall be signed or endorsed by such officer or officers or agent or agents of the Corporation and in such manner as shall from time to time be determined by resolution of the Board of Directors or of any committee to which such authority has been delegated by the Board.
Section 6.03. Deposits and Accounts. All funds of the Corporation, not otherwise employed, shall be deposited from time to time in general or special accounts in such banks, trust companies, or other depositories as the Board of Directors or any committee to which such authority has been delegated by the Board may select, or as may be selected by the President or by any other officer or officers or agent or agents of the Corporation, to whom such power may from time to time be delegated by the Board. For the purpose of deposit and for the purpose of collection for that account of the Corporation, checks, drafts, and other orders of the Corporation may be endorsed, assigned, and delivered on behalf of the Corporation by any officer or agent of the Corporation.
Section 6.04. Investments. The funds of the Corporation may be retained in whole or in part in cash or be invested and reinvested on occasion in such property, real, personal, or otherwise, or stock, bonds, or other securities, as the Board of Directors in its sole discretion may deem desirable, without regard to the limitations, if any, now imposed or which may hereafter be imposed by law regarding such investments, and which are permitted to organizations exempt from Federal income taxation under Section 501(c)(3) of the Internal Revenue Code.
ARTICLE VII
PROHIBITED ACTIVITIES
Section 7.01. Private Inurement. No part of the net earnings of the Corporation will inure to the benefit of, or be distributable to, its directors, officers, members or other private persons, except that the organization will be authorized and empowered to pay reasonable compensation for services actually rendered and to make payments and distributions in furtherance of its tax exempt purposes.
Section 7.02. Lobbying and Political Activities. No substantial part of the activities of the Corporation will be the carrying on of propaganda, or otherwise attempting to influence legislation, except as authorized by a resolution adopted by the Board. The Corporation will not participate in or intervene in (including publishing or distribution of statements) any political campaign on behalf of (or in opposition to) any candidate for public office.
Section 7.03. Actions Jeopardizing Tax Status. Notwithstanding any other provision of these Bylaws, the Corporation will not carry on any other activities not permitted to be carried on by an organization exempt from federal income taxes under 501(c)(3) of the Internal Revenue Code of 1986, as amended, (or the corresponding provision of any future United States internal revenue law).
Article VIII
ORGANIZATION AND PERSONNEL POLICIES
Section 8.01. Purpose. The purpose of these policies is to provide guidance and protect the Corporation and its employees with respect to handling situations that may occur within the organization. Upon approval by the Board the following policies will be accepted and adopted in separate documents.
Section 8.02. Conflict of Interest Policy. The purpose of this policy is to provide guidance to the Corporation when it is contemplating entering into a transaction or arrangement that might benefit the private interest of an officer, director or staff person of the Corporation or might result in a possible excess benefit transaction. This policy is intended to supplement but not replace any applicable state and federal laws governing conflict of interest applicable to nonprofit and charitable organizations.
Section 8.03. Whistleblower Policy. The purpose of this policy is to protect the Corporation and its employees from retaliating against employees for reporting violations during employment related activities.
Section 8.04. Document Retention and Destruction Policy. The purpose of this policy is to provide guidance to the Corporation on how to retain records and documents, how long to retain records and documents, when records and documents should be destroyed and how to properly destroy records and documents.
ARTICLE IX
DISSOLUTION
Upon the dissolution of the Corporation, the Board of Directors shall distribute the remaining assets (after payment of the Corporation’s liabilities) for one or more exempt purposes as defined in Internal Revenue Code Section 501(c)(3) (or corresponding section of any future Federal tax code) as follows:
- To the federal, state, or local government for a public purpose;
- To another organization exempt under Internal Revenue Code Section 501 (c)(3), contributions to which are deductible under Internal Revenue Code Section 170(c)(2), provided the distributee organization is at all relevant times a public charity described in Internal Revenue Code Section 509 (or the corresponding section of any future Federal tax code).
ARTICLE X
AMENDMENT OF BYLAWS
These Bylaws may be amended by a majority vote of the Board of Directors, provided prior notice is given of the proposed amendment in the notice of the meeting at which such action is taken, or provided all members of the Board waive such notice, or by unanimous consent in writing without a meeting pursuant to Section 2.09.
CERTIFICATE OF THE SECRETARY
I, the undersigned, certify:
That I am the duly-elected Secretary of the Topeka Community Cycle Project College,
a Kansas not-for-profit corporation; and
That these ____ page bylaws constitute the amended bylaws of
Topeka Community Cycle Project College, as duly adopted at a meeting of
the Board of Directors on the ______ day of ______________, 2011.
, Secretary