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Community Alliance for Diversity By-Laws
Article I: Name
The name of this organization shall be the Community Alliance for Diversity (CAD).
Article II: Purpose
CAD is committed to building a collective effort to recognize and understand the diversity within our community. Members of the organization are committed to creating a community whose attitudes and behaviors take seriously the lives and aspirations of all community members. As a result of these commitments, we choose to work actively and consistently to nurture and support the full range of human diversity in our midst. Through conversation, celebration and education we work to:
Ø promote mutual respect and appreciation of differences.
Ø increase awareness of obstacles that hinder the creation of an inclusive and prosperous community.
Ø create an environment that is welcoming, safe and supportive for diverse individuals and organizations.
Article III: Function
The Board of Directors:
Ø shall oversee the property and financial affairs of the CAD;
Ø shall act as the approving body for all policies pertaining to CAD;
Ø shall individually and collaboratively represent CAD in the community;
Ø shall be responsible for long-range planning, including financial planning and program development;
Ø shall be responsible for and actively support fund raising efforts for CAD;
Ø shall approve the hiring and scheduled appraisals of the Executive Director;
Ø shall also be members of CAD and therefore uphold all member responsibilities in addition to Board leadership responsibilities;
Ø shall facilitate mutually affirming relationships among community groups and members who hold opposing views;
Ø shall model behavior that enables democratic discussion and views.
Article IV: Board Membership
Section 1. Number and Selection: The CAD Board of Directors shall be composed of 15 seats and shall have representation from the major financial contributors and general membership. A major financial contributor will be defined as any organization or individual contributing an annual amount of $5000 or more to the CAD. Board members, with the exception of the representatives from the major financial contributors, will be selected from the general membership by the Board’s Nominating and Membership Committee and will be elected by a majority vote of general members present at the general membership meeting. Major financial contributors will be expected to appoint a representative to the CAD Board.
Section 2. Ex-officio Members: Each major financial contributor will be given one non-voting ex-officio position which is not counted as one of the 15 Board seats. Ex-officio members may be given voting privileges if the designated Board member is absent. Ex-officio members shall have equal participation rights in CAD Board meetings, committees and retreats.
Section 3. Terms of Office: Board members shall serve three year terms and can be reappointed. Terms will start on January 1 and end on December 31 of the same year. Vacancies that occur during a term of service shall be filled as soon as possible by the Nominating and Membership Committee or by the major financial contributor for their representatives.
Section 4. Responsibilities: Board members should demonstrate interest in the organization’s purpose; have skills, knowledge or experience that will advance the CAD mission; participate in orientation retreats, and training; prepare for and participate in scheduled Board and committee meetings; represent the organization to the community; and make decisions on policy issues. These commitments will probably not be less than 10 hours per month.
Section 5. Termination of Membership: Board members who are unable to keep these commitments will be asked to resign their position or may be removed from the CAD Board of Directors with a majority vote of the Board. Termination of Board membership may also occur if a major financial contributor is no longer able to contribute to the annual budget of CAD. In this case, the Board position shall be filled as outlined in Article IV: Section 1 and Section 3.
Section 6. Vacancies: Any vacancy occurring on the Board for any reason and any position created by an increase in the number of Board seats shall be filled by a majority vote of the CAD Board at any regular or special meeting. Any Board member appointed to fill a vacancy shall be appointed for the remainder of his/her predecessor’s term of office.
Article V: Board Officers
Section 1. Selection: The slate of nominees for officer positions shall be drafted by the Nominating and Membership Committee from the current Board membership. Officer nominees will be presented to the general membership at the annual meeting and will require a majority vote of members present.
Section 2. Positions: The officers of the Board shall be Past Chair, Chair, Chair-elect, Secretary, and Treasurer. The Past Chair, Chair and Chair-elect positions shall be one year terms and the Secretary and Treasurer positions shall serve a two year term. All positions are eligible for one additional term.
a. Past Chair The Past Chair shall attend Executive Committee meetings and serve as a consultant, as needed, to the newly appointed Executive Committee.
b.. Chair The Chair shall work with the Executive Director to plan meetings and activities and shall be empowered to speak for CAD. The Chair shall preside at all meetings; approve the agenda prior to distribution; sign correspondence on behalf of the organization; and perform other duties as necessary or customary to the office. The Chair and Executive Director are granted the authority to enter into contracts and agreements only after receiving approval by a majority vote of the Board of Directors.
c. Chair-Elect The Chair-Elect shall work with the Chair and the Executive Director to plan meetings and activities. The Chair-Elect shall be empowered to preside and to speak for CAD in the absence of the Chair. The Chair-Elect shall stand ready to assume the Chair position at the end of the Chair’s term and shall chair the Program Committee.
d. Secretary The Secretary shall take the minutes of Board meetings and shall forward the minutes to the Chair for approval and for distribution. The Executive Director shall be responsible for taking the minutes of other official CAD meetings.
e. Treasurer The Treasurer shall work with the Finance Committee and CAD Executive Director to develop the annual budget and be responsible for monitoring procedures to keep accurate records of all receipts, expenditures, and financial transactions of CAD; report in detail all monies received and expended quarterly to the Board and annually to the general membership; assure all funds are received from financial sponsors and members; and coordinate payroll and tax expenditures. The Treasurer shall chair the Finance Committee and communicate regularly with the Development Committee Chair.
Arti Article VI: General Membership
Section 1. Membership: General membership is open to all interested individuals and organizations committed to the mission of the Community Alliance for Diversity. Membership shall represent all segments of the Corvallis/Benton Co. community: education, government, business, religious, service and civic organizations, private schools, non-profit organizations and unaffiliated individuals. General membership will be determined by the submission of a membership pledge form. General members may also make a cash contribution to CAD however, this is not mandatory for membership. All members of CAD will receive regular communication about upcoming events, meetings and community issues. General members are encouraged to participate in CAD events and committees.
Section 2. Annual Meeting: The general membership shall meet once each year. The annual meeting will be held in December and will be open to the public and publicized through the Corvallis Gazette-Times FYI section and organizational newsletters. The annual report will be given at this meeting along with a financial statement for the organization and selection of new Board members and Board officers.
Section 3: Participation: General members of the Community Alliance for Diversity are essential to the success and ongoing work of the organization. General members may participate in a variety of positions including as board members, committee members, program organizers, marketing consultants and community liaisons. CAD’s commitment to all general members includes providing adequate information, training and assistance; ensuring supervisory aid; respecting the skills, dignity and individual needs of volunteers; and treating all members as collaborative partners.
Section 4: Responsibilities: General members of CAD will be expected to perform duties to the best of their ability; adhere to Board bylaws, policies and procedures including confidentiality and record keeping; and meet time and duty commitments. General members will be encouraged to facilitate mutually affirming relationships among community groups and members who hold opposing views and work to model behavior that enables democratic discussion and views.
Section 5: Rewards: General members will receive notification of upcoming diversity related events; complimentary or discount tickets to local and state diversity events; reserved seating at events in the community which CAD sponsors; and volunteer opportunities with special events.
Article VII: Committees
Committees shall be structured in the following manner:
Ø Each standing committee shall be chaired by a member of the Board of Directors.
Ø Appointments to committees shall be made by the committee chair.
Ø The number of members on each committee will be determined by the Chair after taking into consideration the scope of committee responsibility.
Ø Committee membership may be comprised of persons from the Board of Directors, the general membership and the general public.
Ø The chair of each committee shall appoint a note taker and be prepared to update the CAD Board regarding committee activities.
Section 1. Standing Committees: The standing committees of the Board shall be the Executive Committee, Nominating and Membership Committee, Bylaw and Policy Committee, Program Committee, Finance Committee and Development Committee.
a. Executive Committee: Shall be comprised of officers of the Board and staffed by the Executive Director; shall oversee all programs and activities of the organization; and shall prepare an annual written report to all members. The Executive Committee shall review and evaluate the Executive Director’s performance and make recommendations regarding personnel actions. The Executive Committee shall have authority to make necessary business decisions with regard to the mission of CAD between meetings of the Board of Directors.
b. Nominating and Membership Committee: Shall establish and maintain a membership outreach program to attract and enlist new members to the organization. Work with the Executive Committee to identify nominees for new members of the Board. Shall develop and present a slate of nominees for general Board positions and Board officer positions at the annual general membership meeting. Shall facilitate the distribution of nominee biographical information to the general membership a minimum of one week prior to the election.
c. By-Law and Policy Committee: Shall review and recommend updates to By-Laws and Policies in September of each year or as necessary.
d. Program Committee: Shall establish programs and activities of the organization and shall report back to the full Board. Shall review program or activity requests that are brought to CAD by outside agencies and make recommendations to the CAD Board regarding appropriate sponsorship and involvement. Shall be chaired by the Board Chair-Elect.
e. Finance Committee: Shall work with the Executive Committee to establish and oversee a funding plan to assure the funding needs of the organization are met. Shall insure and monitor banking policies; make fundraising, budget and financial recommendations to the board; work with the Treasurer and CAD Executive Director to develop the annual budget and be chaired by the Board Treasurer.
f. Development Committee: Shall actively engage in the ensuring the long term financial stability of the organization through grants, charitable giving and major financial contributors.
Section 2. Subcommittees: The membership of a committee may break into sub-committees emphasizing a particular focus area, event, program or project. Each subcommittee shall be chaired by a member of the original committee.Subcommittee chairs should be prepared to update the original committee regarding activities as necessary and may be asked by the committee chair or the Board of Directors to provide a report at specified meetings.
Article VIII: Meetings
Section 1. Regular Meetings: The Board of Directors shall meet monthly to transact normal business. Additional meetings will be called by the Chair and scheduled as needed. Meetings will be open to the membership and to the general public. Agendas and Board packets will be distributed one week in advance of a scheduled meeting. Meetings will begin and end as scheduled.
Section 2. Quorum: A quorum will consist of greater than 50% of the current Board membership and will be required for all voting purposes. Ex-officio members from all major financial contributors are non-voting members unless the Board representative is absent.
Section 3. Decision Making: CAD is a collaborative organization. Decisions on actions or statements will be made by consensus, with attention to a diversity of voices and minority report. If consensus cannot be reached, the Chair may call for a majority vote. A majority vote will require agreement of at least 51% of voting members present.
Section 4. Parliamentary Authority: Official action by the CAD Board shall be recorded and stated according to Roberts Rules of Order Revised and governed by statutory procedures related to the public records and meeting law.
Section 5. Minutes: Minutes for CAD Board meetings shall be taken by the Secretary. Minutes of CAD will reflect all motions and actions with a recorded count of yes and no votes for any vote which is not be consensus or unanimous declaration. All conflicts of interest or abstentions will be recorded. Minutes will be disseminated to Board members within 7 days following a regular meeting. Minutes of all Board meetings shall be maintained in the CAD office and available to the public on request.
Article IX: Executive Director
The Executive Director will serve as the Chief Executive and will be responsible for the administration of CAD under the general policies approved by the Board of Directors. The Executive Director shall be directly responsible to the Board.
Section 1. General Responsibilities: The Executive Director shall coordinate the activities of the CAD, at the direction of the Board of Directors. The Executive Director will also be responsible for some clerical support with the exception of taking and preparing monthly Board minutes. The Executive Director will work in conjunction with the Development Committee in soliciting grants and serve as a coordinator of information and activities.
Section 2. Office: The Executive Director’s office will be the official mailing address and phone number for the CAD.
Section 3. Reporting: The Executive Director will report to the Executive Committee of the Board of Directors. Regular information and communication about immediate issues shall be directed to the Chair.
Section 4. Appraisals: The Executive Director shall participate in a three, six and twelve month appraisal during the first year of employment and then will participate in an annual appraisal by the Executive Committee of the Board of Directors.
Article X: Funding
The Alliance will be funded by the consistent commitment of funds from major supporters and donations from other interested supporters. The Finance Committee and Development Committee will have active roles in ensuring the short and long term financial stability of the organization.
Article XI: Amendments to the Bylaws
Amendments to the bylaws shall be made by a majority vote of the Board of Directors.
The original bylaws of the Community Alliance for Diversity were adopted on January 29, 2002.
Amended: October, 2002
© 2004 Community Alliance for Diversity
104 SW Second Street, Corvallis, OR 97333