Organizers' Collaborative

Bylaws of Organizers’ Collaborative, Inc.
As amended on March 9, 2004

Article I — Name and Location
The name of the corporation is Organizers’ Collaborative, Inc. (hereinafter referred to as "OC"). OC is organized as a nonprofit, Massachusetts-based nonprofit corporation. OC was organized on August 25, 1999 and its initial place of business was One Summer St., Somerville, MA.

Article II — Purpose
The purpose of OC is to study and promote the use of electronic mail, databases, and the world wide web to increase communication between people and organizations working to advance the principles of human equality and participatory democracy.

Article III — Prohibited Activities
No part of the assets or net earnings of OC shall inure to the benefit of any individual, except that OC shall have the power and authority to pay reasonable compensation for services actually rendered to or for OC. Notwithstanding any other provision of these Bylaws or of the Articles of Incorporation of OC, or any provision of the Commonwealth of Massachusetts governing or pertaining to OC, OC shall not engage in or carry on activities not permitted to be engaged in or carried on by a corporation described in Section 501(c)(3) of the Internal Revenue Code (or corresponding provisions of any future Federal income tax laws).

 
Article IV — Board of Directors

Powers and duties. The Board of Directors shall have the power to manage all of the activities of OC. The Board may not change the fundamental and basic purposes of OC. Except during the provisional period as mentioned in Article XI, the board may not change these bylaws. The Board of Directors has sole responsibility to set and collect dues. The Board of Directors shall have the sole power, by majority vote, to approve budgets and hiring levels, to authorize new programs, and to hire and fire an Executive Director. The Board may delegate to the staff, by resolution, any or all of the powers of the Board of Directors, except those of filling vacancies in the Board or the Executive Director position.

Classes and Terms

. The Board of Directors shall be composed of members in three classes:

Up to seven (7) board members shall be nominated by the existing board.

Up to two constituency representative members of the Board of Directors shall be nominated by constituents of each OC program.

Up to two at-large members of the board of directors shall be nominated by the membership.

All board members shall serve two-year terms.

Nomination

. Forty-five days prior to the annual meeting, anticipated vacancies in the Board of Directors shall be announced along with the initial announcement of the annual meeting. The announcement shall include information about the process of filling the vacancies. This process shall include the creation of a Nominations Committee, including the President of the Board and two Board members, who will be responsible for filling vacancies in the seven board-nominated board seats.

Constituency representation

. For each OC Program, the President of the Board shall consult with staff to determine the process for selection of board members who represent the "constituents" of that program. Once the process is determined it will remain in effect as long as that program meets a size requirement: $10,000 of program service revenue in the previous fiscal year. This process must be determined prior to the annual announcement of vacancies.

At-Large Members.

Members of OC have the ability to nominate themselves or others for membership in the Board. Nominations shall be submitted to the Board at least 21 days prior to the annual meeting. The nominees shall be posted on the OC web site by the date 18 days prior to the Annual meeting. A person may not be nominated to serve as more than one class of board member.

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Representation. In determining the board-nominated positions the Nominations Committee must take diversity of the full Board into account and work to ensure that the new Board will provide gender equity and at least 30% representation of persons of color. The Nominations Committee shall also work to ensure a variety of skills on the board, including Fundraising, Legal, Accounting, Program Development, Community Organizing, Technology, and Personnel Management experience.

Vacancies

in the Board of Directors, however occurring, may be filled by a vote of the remaining Directors until the next annual meeting of OC. A majority of the remaining directors must approve the election of any candidate filling a vacancy.

Officers

. The Board of Directors shall elect from among its number the officers of OC, who shall be: President, Clerk, and Treasurer; the officers shall serve for one-year terms which shall begin on the day after the annual meeting date, and end at the conclusion of the subsequent annual meeting. Officers may be re-elected.

The President, also known as Chairperson, shall have the power to chair the meetings of OC and Board of Directors or delegate the power to chair to another Director. The President shall perform such other tasks as may be delegated by the Board of Directors, and may be compensated, with Board approval, for up to 20 hours a week for performance of these duties.

The Clerk shall maintain, or see to the maintenance of, the permanent records and other documents of OC; shall represent OC in communication with official agencies; shall chair meetings in the absence of the President; and shall perform such other duties as may be delegated by the Board of Directors.

The Treasurer shall maintain, or see to the maintenance of, the financial records of OC, including the filing of reports to funding sources and government agencies where required; may open and operate, or assign the operation of, such banking or brokerage accounts as may be necessary to further the purpose of OC; and shall perform such other duties as may be delegated by the Board of Directors.

The Board may also, optionally, elect two additional members as Executive Committee members at large, who shall, along with the formal officers, form the OC Executive Committee.

Meetings and Minutes

. The Board of Directors shall meet at least on a quarterly basis. At least one meeting besides the Annual meeting must be a face-to-face full-day meeting; this meeting will usually serve as an annual board retreat. The Board may form an Executive Committee, which shall have all the powers of the Board, except that the Executive Committee may not elect or remove Board members. Decisions of the Board shall generally be by majority rule. The minutes of each Meeting must record the agenda used for that meeting, as well as the outcome of all decision items during the meeting. Meetings must generally be planned one month in advance, except when approved by three-quarters of the full Board.

Quorum.

Quorum shall consist of 51% of the full board of directors, or 51% of the Executive Committee.

Removal

. Any member of the Board of Directors may be removed with or without cause from office as a Director or from any elected position within the Board by a two-thirds majority vote. Any member of the Board of Directors who misses two consecutive meetings without cause may be removed as a Director or from any elected position within the Board by a simple majority vote.

Publicity

. All board members will have short bios posted on OC’s web site and their names will be listed in materials produced by the organization.

 
Article V — Advisory Board

Selection. The Board may select an Advisory Board to provide advice to the organization. Advisory Board members are selected based on name recognition within their field, or on the basis of their ability to provide program advice to OC. When an Advisory Board member is selected, they will be designated either as a general "Advisory Board Member" or as a "Program Specific Advisor."

Requirements.

All advisory board members must maintain a membership in OC.

 
 
Article VI — Membership

Individual Membership Conditions. The membership of OC shall include those persons who pay annual dues to OC.

Organizational Membership

. The membership of OC shall also include organizations that pay annual dues, support fees, or sponsorship payments to OC. Each organization shall designate a primary contact to vote on behalf of the organization and to whom all communications regarding meetings and membership renewals will be sent.

Annual Meeting

. The Board of Directors shall hold an Annual Meeting on a date set by the Board of Directors that occurs in the first six months of each year for the purpose of considering amendments to these bylaws, electing two at large members of the Board, and changing the level of annual dues.

Notice

. The date of the Annual Meeting shall be fixed by the Board of Directors. It is the responsibility of the President to inform the membership of this date at least 45 days in advance, by electronic mail. If possible, the meeting date should be communicated at least 90 days in advance.

Bylaws Amendments

. Amendments to the bylaws to be considered at the annual meeting and may be submitted by any member, at least 21 days prior to the date of the meeting.

Agenda.

All members should receive a final agenda for the Annual meeting at least 14 days prior to the meeting date containing, at a minimum, the information on any proposed bylaws changes and any at large Board candidates to be voted on at the meeting. The final agenda shall contain a list of the programs of the organization, the budgets for each of these programs, and the approximate (unaudited) program service revenue received by each program during the previous fiscal year. The final agenda should also contain a list of Board members who are renewing their membership, and a statement of income, expenses, and balance sheet (unaudited) for the previous fiscal year. The information must include a bio of 100-200 words for every continuing Board member, newly appointed Board members, or Board member running for election. The information must also include responses to a series of questions determined by the nominations committee, for at large candidates for the Board.

Remote Voting.

Members who cannot personally attend the annual meeting may designate a proxy to physically attend the meeting and vote in their place. A signed statement confirming the name of the proxy must arrive at least 7 days before the annual meeting.

Voting Procedure

. Voting for at large members will take place using preference voting; anyone eligible to vote must rank their top 3 candidates from 1 to 3, and the ballots whose first choice or first two choices are eliminated will be redistributed to subsequent choices. If there are two At-Large positions open, and the overall representation of women on the OC board is lower than 50%, then at most one man may be selected as part of this balloting process.

Quorum and Eligibility.

Quorum for the annual meeting shall consist of 40 members in good standing or 10% of the membership, whichever is smaller. New members who joined in the 30 days prior to and including the day of the meeting may be given voting rights in order to achieve a quorum, if the existing members present so decide by a vote of 90% approving.

 
Article VII - Indemnity
Every Director and every Officer of OC shall be indemnified by OC against all expenses and liabilities, including counsel fees, reasonably incurred by or imposed upon her or him in connection with any proceeding to which she or he may have been a party, or in which she or he may become involved, by reason of her or his being or having been a Director or Officer of OC, or any settlement thereof, whether or not she or he is a Director or Officer at the time such expenses are incurred, except in such cases wherein the Director or Officer is adjudged liable for willful misfeasance or malfeasance in the performance of his or her duties, provided that in the event of a settlement the indemnification herein shall apply only when the Board of Directors approved such a settlement and reimbursement as being in the best interest of OC. This right of indemnification shall be in addition to and not exclusive of other rights to which such director or Officer may be entitled. The Director or Officer will not be personally liable for the debts, liabilities, or their obligations of OC.

Article VIII - Fiscal Year
The fiscal year of OC shall correspond to the calendar year.

Article IX - Duration
The period of duration of OC shall be perpetual, subject to dissolution only upon resolution and affirmative vote by two-thirds of the entire Board of Directors. Upon dissolution of OC, the Directors of OC shall, after payment of or due provision for all liabilities of OC, dispose of all assets of OC exclusively for charitable, educational, or religious purposes, as the Board of Directors shall determine.

Article X. Initial Conditions
The dues of OC is initially set at $30 regular, $15 low income; anyone who has contributed at least $15 will be considered a member. For the first few years of OC’s development, the Board of Directors was selected through a self-perpetuating nomination process. The election of at large board members and program representatives is not required until the annual meeting in 2005. The election of program representatives will be required only for approved programs that generate "program service revenue" of $10,000 or more in the previous fiscal year.

Article XI. Provisional Period
The Board of Directors prior to December 31, 2004 may make amendments to these bylaws provided that there is approval by three-quarters of the full Board. Beginning on January 1, 2005, the procedures outlined above for amending the bylaws will take effect, requiring membership approval.