Bylaws
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BYLAWS OF THE JALTEMBA FOUNDATION
ARTICLE I - NAME, PURPOSE
Section 1: The name of the organization shall be Jaltemba Foundation.
Section 2: The Jaltemba Foundation is organized exclusively for charitable and educational purposes.
Our Mission Statement: The Jaltemba Foundation develops relationships and resources used to support innovative and visionary projects that make a positive difference in our own Bay Community as well extending regionally into the state of Nayarit. We operate with the highest of ethical standards, demonstrate respect for the ideas and opinions offered, while acting as exemplary stewards of the resources entrusted to us. Our Foundation is a place where donors, both large and small, are of service in creating a positive and lasting impact in areas of greatest need. The Foundation cultivates and seeds ideas that offer self-sustainable goals and resources.
ARTICLE II - GOVERNANCE
Section 1: Governance and voting power shall consist only of the Board of Directors.
ARTICLE III - BOARD OF DIRECTORS
Section 1: Board Role, Size, and Compensation. The Board is responsible for overall policy and direction of the Foundation, and delegates responsibility for day-to-day operations to the individual Directors and committees. The Board shall have up to 20 and not fewer than 10 Directors. The Board receives no compensation other than reasonable expenses.
Section 2: Terms. All Board members shall serve up to two year terms as appointed by the Board of Directors, but are eligible for re-election up to three consecutive terms.
Section 3: Meetings and Notices. The Board shall meet at least monthly during December, January, February and March at an agreed upon time and place. Official Board meetings require notification to Directors at least two weeks in advance.
Section 4: Board Elections. During the first quarter of each fiscal year of the corporation, the Board of Directors shall elect Directors to replace those whose terms will expire at the end of the fiscal year. This election will take place at a regularly scheduled meeting of the Directors, called in accordance with the provisions of these by-laws.
Section 5: Election procedures. New Directors shall be elected by a majority of Directors present at such a meeting, provided there is a quorum present either in person or electronically.
Section 6: Quorum. A quorum must be attended by at least forty percent of the Board members before business can be transacted or motions made or passed. Electronic presence is accepted. E-Mail motions and votes are valid.
Section 7: Officers and Duties. There shall be four officers of the Board consisting of a Chair, Vice Chair, Secretary and Treasurer. Their duties are as follows:
The Chair shall convene regularly scheduled Board meetings, shall preside or arrange for other members of the executive committee to preside at each meeting in the following order: Vice-Chair, Secretary and Treasurer.
The Vice-Chair will chair committees on special subjects as designated by the Board.
The Secretary shall be responsible for keeping records of Board actions, including overseeing the taking of minutes at all Board meetings, sending out meeting announcements, distributing copies of minutes and the agenda to each Board member, and assuring that corporate records are maintained.
The Treasurer shall make a report at each Board meeting. Treasurer shall chair the finance committee, assist in the preparation of the budget, help develop fundraising plans, and make financial information available to Board members and the public.
Section 8: Vacancies. When a vacancy on the Board exists, the Secretary may receive nominations for new members from present Board members two weeks in advance of a Board meeting. These nominations shall be sent out to Board members with the regular Board meeting announcement, to be voted upon at the next Board meeting. These vacancies will be filled only to the end of the particular Board member's term.
Section 9: Resignation, Termination and Absences. Resignation from the Board must be in writing and received by the Secretary. A Board member may be dropped for excess absences from the Board due to excess absences. A Board member may be removed for other reasons by a three-fourths vote of the remaining Directors.
Section 10: Special Meetings. Special meetings of the Board shall be called upon the request of the Chair or one-third of the Board. The Secretary shall send out notices of special meetings to each Board member postmarked two weeks in advance.
ARTICLE IV - COMMITTEES
Section 1: Committee Formation. The Board may create committees as needed, such as fundraising, housing, etc. The Board Chair appoints all committee chairs.
Section 2: Executive Committee. The four officers serve as the members of the Executive Committee. Except for the power to amend the Articles of Incorporation and Bylaws, the Executive Committee shall have all of the powers and authority of the Board of Directors in the intervals between meetings of the Board of Directors, subject to the direction and control of the Board of Directors.
Section 3: Finance Committee. The Treasurer is chair of the Finance Committee, which includes three other Board members. The Finance Committee is responsible for developing and reviewing fiscal procedures, a fundraising plan, and annual budget with staff and other Board members. The Board must approve the budget, and all expenditures must be within the budget. The Board or the Executive Committee must approve any major change in the budget. The fiscal year shall be the calendar year. Annual reports are required to be submitted to the Board showing income, expenditures and pending income. The financial records of the organization are public information and shall be made available to the membership, Board members and the public.
ARTICLE V - AMENDMENTS
Section 1: These Bylaws may be amended when necessary by a two-thirds majority of the Board of Directors. Proposed amendments must be submitted to the Secretary in writing to be sent out with regular Board announcements.
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