Corporate Bylaws
Revised September 23, 2003
ARTICLE I
Purpose and Objectives
Section 1. Mission. WKREDA's mission is to work together for the common good of western Kansas. The purpose and objectives of the western Kansas Rural Economic Development Alliance (wKREDA) shall be:
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(a) |
to promote the exchange of ideas and information among members to enhance their effectiveness in their local organizations and the wKREDA region, |
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(b) |
to provide its members educational, legislative, and recruitment opportunities and other resources to assist in local and regional community and rural development efforts, and |
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(c) |
to revitalize western Kansas through cooperative, community and rural development activities. |
ARTICLE II
Divisions
The 53 counties in the State of Kansas comprising the region served by wKREDA will include a North and South Division to ensure wide representation throughout the organization and on the Board of Directors. The divisions are defined as follows:
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(a) |
The North Division will include the Kansas counties of: Cheyenne, Cloud, Decatur, Ellis, Ellsworth, Gove, Graham, Jewell, Lincoln, Logan, Mitchell, Norton, Osborne, Ottawa, Phillips, Rawlins, Republic, Rooks, Russell, Sheridan, Sherman, Smith, Thomas, Trego and Wallace. |
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(b) . |
The South Division will include the Kansas counties of: Barber, Barton, Clark, Comanche, Edwards, Finney, Ford, Grant, Gray, Greeley, Hamilton, Haskell, Hodgeman, Kearny, Kiowa, Lane, Meade, Morton, Ness, Pawnee, Pratt, Rush, Scott, Seward, Stafford, Stanton, Stevens and Wichita |
ARTICLE III
Membership
Section 1. Requirements for Membership. Any economic development entity, cooperative, corporation, association, government agency or interested individual may become a member. The prospective member must agree to pay the annual dues hereinafter specified, comply with the Bylaws as adopted by a majority vote of wKREDA voting members, and abide by the operating policies adopted by the Board of Directors.
Section 2. Class of Membership. There will be two classes of membership: voting and associate (non-voting). These classes are defined as follows:
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(a) |
Voting Member: The delegate of an economic development entity, including cooperative, corporation, association or interested individual living in the wKREDA region that is not a state or federal government agency. Pioneer Country Development, Inc. and Great Plains Development, Inc., and their successors, are included in the class of voting members. |
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(b) |
Associate (non-voting) Member: State and federal government agencies and other individuals or entities located outside the 53-county region who are approved by the Executive Committee. |
Section 3. Member Vote. Each member as identified in Section 2, Subsection (a) will be entitled to one vote at any meeting of the membership.
Section 4. Member Liability. No member will individually be liable or responsible for any debts or liabilities of wKREDA.
Section 5. Membership Name. Organizational membership will be in the name of the person(s) and qualifying organization as identified on the membership application, but will remain the property of the qualifying organization. Individuals may choose to be members of wKREDA without organizational sponsorship. Individual memberships remain the property of the individual regardless of organizational affiliation.
Section 6. Membership Period. The membership period will be from January 1 through December 31 of each year.
ARTICLE IV
Duties
Section 1. Board of Directors. The Board of Directors will have supervision, control and direction of the affairs of wKREDA, will create and appoint working committees as needed, will determine its policies or changes therein within the limits of the Bylaws, will actively execute its purposes, and will have discretion in the disbursement of its funds. It may adopt such policies for the conduct of its business as shall be deemed advisable, and may, in the execution of the powers granted, appoint such agents as it may consider necessary. The Board of Directors will be composed of twelve members with equal representation from the northern and southern divisions. The twelve-member board will elect the following officers immediately following the annual meeting: President, Vice President, Secretary, and Treasurer. The Past President will also serve as an officer with voting rights.
Section 2. Division Directors. The twelve-member board will represent the two divisions defined in Article 2, Sections (a) and (b), with six directors from each division. They will continue in office until their successors are duly elected and qualified, or unless they resign, are removed, or are otherwise unable to fulfill an unexpired term. In the event a director is unable to fulfill an elected term, the President or officers may appoint a successor to fulfill the unexpired term. The successor would begin performance of duties upon appointment by the President.
Section 3. Election and Term of Office. The members of the Board of Directors must be voting members and be elected by the membership of wKREDA at the annual meeting by a simple majority vote of voting members present. Additionally:
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(a) |
The term of office for all board offices will be three years: Members of the Board of Directors shall, upon election, begin the performance of their duties at the conclusion of the conclusion of the annual meeting. This change will begin at the 1999 annual meeting only. |
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(b) |
All nominations for the Board of Directors are the responsibility of the Nominating Committee. Elections will take place at the annual meeting. |
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(c) |
If three-fourths of the total Board of Directors vote to do so, any officer or director may be removed from office. |
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If a member of the Board of Directors misses two board meetings within a calendar year, they will automatically be removed from the board. The Executive Committee will appoint a replacement prior to the next Board of Directors meeting. |
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(e) |
Nominations for the Board of Directors may be made from the floor at the annual meeting by a voting member. Should the number of nominations for director by division exceed the number of open positions, the nominee receiving the most votes at the annual meeting will be elected. |
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(f) |
A vacancy will exist should an officer or board member cease to be a voting member or be unable to serve during a term of office, until the executive board appoints a successor. |
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(g) |
No individual shall serve more than two full consecutive three -year terms on the Board of Directors. A layoff of one full year is required before becoming eligible to serve on the board. |
Section 4. Duties of the President. The President will be the Principal Executive Officer and will perform all duties incident to the office and any other duties that may be prescribed by the membership from time to time.
Section 5. Duties of the Past President. The Past President will provide guidance to the President, assure the President fulfills the functions of office, and will perform other duties as prescribed by membership. The Past President shall have voting powers on the Board of Directors.
Section 6. Duties of the Vice President. In the President's absence or inability to act or refusal to act, the Vice President will preside.
Section 7. Duties of the Secretary. The Secretary will:
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(a) |
keep the minutes of the meetings of the members; |
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(b) |
keep a register of the names, post office addresses, and all other contact/communications data of all members; and |
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(c) |
keep on file at all times a copy of these Bylaws together with all amendments and other policies of wKREDA available for inspection by any member. |
Section 8. Duties of the Treasurer. The Treasurer will:
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(a) |
have charge and custody of and be responsible for all funds of wKREDA, |
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(b) |
be responsible for the receipt of monies and the issuance of invoices for monies due and payable to wKREDA from and source whatsoever, and for the deposit of all such monies in the name of wKREDA in such bank or banks as the Executive Committee shall select, |
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(c) |
make payments and appropriate funds as authorized by the Executive Committee, and |
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(d) |
have authority to sign checks in the name of the corporation. Each check shall be cosigned. Individuals authorized to sign checks include the members of the Executive Committee or other signers approved by the Executive Committee. |
ARTICLE V
Committees and Appointed Personnel
Section 1. The Executive Committee. The Executive Committee will be composed of the Past President, President, Vice President, Secretary, and Treasurer. The Executive Committees will have and exercise the authority of the Board of Directors in the management of the business of wKREDA between meetings of the full Board.
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(a) |
The Executive Committee will have the authority to declare any emergency between meetings and direct the Secretary to take a vote of the membership by mail on any matter which is of such urgent nature it should not be postponed until the next regular meeting of the membership Such emergencies could include, but are not limited to, amendments to the Bylaws, removal of an officer from office, or any type of business necessary to be conducted between meetings. |
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(b) |
The Executive Committee will review all contractual and non-contractual programs pertaining to wKREDA and should plan the program for the annual meeting. |
Section 2. The Audit Committee. The Audit Committee will consist of three voting members elected during the annual meeting by the membership at large to review the Treasurer's report throughout the year. The Audit Committee will prepare a report to be presented to the membership at the next annual meeting and before the election of officers.
Section 3. Nominating Committee. The President, with the concurrence of the Executive Committee, will appoint a Nominating Committee of three or more non board voting members to nominate candidates for any open office. The President will chair the Nominating Committee that will meet at least 45 days before the annual meeting. Anyone who serves on the Nominating Committee shall not be nominated to hold an office or serve on the Board of Directors. The Nominating Committee will notify the Secretary in writing of its slate of nominee(s) at least 20 days before the annual meeting. It will present its recommendations during the business portion of the annual meeting for approval by the membership.
Section 4. Policy Review Committee. The Policy Review Committee will consist of three voting members appointed by the President to conduct an annual review of all operating policies of the Board of Directors. The Policy Review Committee will meet at least once annually within 90 days of its appointment. Recommendations for change to operating policies will be presented to the Board of Directors at its next scheduled Board meeting.
Section 5. Finance Committee. The Finance Committee will be comprised of the Chairs of the existing committees and will have primary responsibility for assisting the Treasurer in the execution of his/her duties. The Committee will be responsible for preparing the annual budget and organizing the fund-raising activities of the organization. The Treasurer will serve as the Chair of the Finance Committee. Upon the completion of the annual budget and fund-raising activities plan, the Finance Committee will meet with and report the recommendations to the Board of Directors.
Section 6. Term of Appointment. Unless otherwise specified, all committee appointments shall be for two years.
ARTICLE VI
Meetings
Section 1. Annual Meetings. Meetings of the membership will be held annually, during the fourth quarter of the calendar year, at the place and time specified by the Executive Committee. All members must be given written notice of the time and place of the annual meeting at least 20 days before the meeting date.
Section 2. Board Meetings. A board meeting will be held during the annual meeting prior to the annual business meeting. Additional board meetings may be necessary for the conduct of business of wKREDA and will be called by the President at his discretion or upon written request of at least three Board Members. The Board of Directors will be notified of the time and place of board meetings. Any member wishing to address the Board on a specific topic will notify the President in writing before the meeting.
Section 3. Special Meetings. The Executive Committee will provide notice of special meetings by U.S. mail, fax or e-mail.
Section 4. Order of Business. The order of business will conform with Roberts Rules of Order.
Section 5. Membership Voting. All votes will pass on a simple majority of those voting members present at meetings.
ARTICLE VII
Dues and Fees
Section 1. Membership Dues. Dues will be reviewed annually or as deemed necessary and may be adjusted by the Board of Directors.
Section 2. Fees. Registration fees, as deemed necessary by the Executive Committee and specified in the Notice of Meeting, will be paid no later than registration at that meeting.
ARTICLE VIII
Amendments
Section 1. Requirements of Vote. These Bylaws may be altered, amended, or repealed at any regular or special meeting by a simple majority vote of the voting members present, provided the notice of such meeting will have contained a copy of the proposed amendment or repeal.
Section 2. Form. All proposed amendments of these Bylaws will be submitted in writing to the Secretary.
Section 3. Emergency. Amendments to the Bylaws may be made by a three-fourths vote of the Board of Directors to be ratified by a majority vote of the membership present at its next meeting.
Section 4. Policies. Operating policies may be established and approved by a simple majority vote of the Board of Directors for the conduct of wKREDA business. Modification or rescission of an operating policy will require a three-fourths majority vote of the full Board of Directors.
ARTICLE IX
Director Liability
Section 1. Personal Liability of a Director. Each member of the Board of Directors shall have no liability to the Corporation or its members for monetary damages for breech of a fiduciary duty as a Director, provided that such Director's liability shall not be eliminated or limited for an breach of the director's duty of loyalty to the Corporation or its members, for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, or for any transaction for which the Director derived an improper personal benefit. Liability shall not be eliminated or limited for any act or omission occurring prior to the effective date of this provision.