Bylaws

PLANET NICHOLS HILLS

A Chapter of the Oklahoma Sustainability Network

Bylaws

Article 1: Name

The name of this organization shall be Planet Nichols Hills and may hereinafter be referred to as the ‘Organization.’ Planet Nichols Hills is a regional chapter of the Oklahoma Sustainability Network (OSN) and may be also be referred to herein as “Chapter.”

Article 2: Purpose and Mission

Section 2.1 The purpose of Planet Nichols Hills is to serve as a regional chapter of the Oklahoma Sustainability Network.

Section 2.2 The mission of Planet Nichols Hills is to explore the meaning of “sustainability” with the Nichols Hills community and surrounding communities and to study, discover, demonstrate, model and facilitate activities that move the community towards an increasingly sustainable future.

Article 3: Membership

Section 3.1 Membership in Planet Nichols Hills shall be open to any person or representatives of organizations interested in the organization’s mission and bylaws.

Section 3.2 Membership is free and annual. Contributions and donations may be made to Planet Nichols Hills/Oklahoma Sustainability Network by members and others.

Section 3.3 Members are encouraged to take an active role in accomplishing the goals of the Organization. Officers and Steering Committee members are responsible for facilitating active participation by members in the interest of the growth and success of the organization.

Article 4: Organizational Structure

Section 4.1 Officers and Steering Committee Members.

4.1.1 The officers are elected annually by a majority vote of the membership and are as follows: President, Vice-President, Secretary, Treasurer, Community and Educational Outreach, Website/PR Coordinator and such other officers as are designated by a majority vote of the Membership. Officers shall be members and shall serve two (2) year terms beginning in January except in the initial year of Organization when said terms shall begin at time of election. Multiple terms are allowed if no one is nominated for the position to be filled. Officers may agree, by majority vote, to financially compensate members and other persons for necessary and reasonable services provided to Planet Nichols Hills.

4.1.2 The President shall call meetings quarterly, shall set the agendas for said meetings and shall be the primary spokesperson for the Planet Nichols Hills Chapter of the Oklahoma Sustainability Network. The President is responsible for overseeing Chapter Requirements as stated in Article 11 herein.

4.1.3 The Vice-President shall function in the President’s absence and perform such other duties as requested by the President.

4.1.4 The Secretary shall take minutes at the meetings of the organization and is responsible for the maintenance and flow of the organization’s information and may designate a member to so function in his or her absence.

4.1.5 The Treasurer shall keep the financial records of Planet Nichols Hills. The Treasurer shall: present a quarterly financial report (or as requested by the Steering Committee), make a year-end annual financial report, maintain an accurate record of all expenditures and income of Planet Nichols Hills, receive monies including donations, manage Planet Nichols Hills’ operational bank account, keep records of business and fundraising activities and prepare the annual budget for review and approval at the annual meeting. The Treasurer shall also submit an annual financial report to the OSN Executive Committee, or as requested by OSN, and shall have monthly contact with the OSN Treasurer. The Treasurer shall make available the financial books of Planet Nichols Hills for audit upon termination of his or her term of office and upon request by the Steering Committee. The Treasurer will follow OSN bylaws, procedures, and polices for financial reporting and records review.

4.1.6 The Website/PR Coordinator shall coordinate the outreach efforts of the group, including website creation and maintenance, email list management and publicity.

Section 4.2 Steering Committee: The Steering Committee comprised of a minimum of ten (10) persons shall be initially appointed by the officers and shall support the officers in the work of the organization. The number of persons comprising the Steering Committee can be changed by a majority vote of the Officers.

Article 5: Committees

Committees of Planet Nichols Hills shall be created as needed and receive such status as deemed appropriate by the Steering Committee (i.e., Standing Committee, Ad Hoc Committee, Working Group or Task Force).

Article 6: Meetings

Section 6.1 Meetings of the general membership shall be held at least quarterly and will be open to the public. Meetings will be announced on the email list and on the website and may be announced through local media.

Section 6.2 The Annual Meeting of Planet Nichols Hills shall be held in April.

Article 7: Conflict Resolution

When consensus cannot be reached among the membership of Planet Nichols Hills, a simple majority vote of the members present will resolve differences.

Article 8: Elections

Section 8.1 The election of Officers and Steering Committee members shall be held at the April meeting by majority vote of members present. Nominations will be accepted from a nominating committee and from the floor.

Section 8.2 Prior to the election, nominations will be accepted from the floor provided the nominee has previously given his/her consent. All members may seek nomination or have other members nominate them.

Section 8.3 In the event of a midterm vacancy, the Board shall appoint a replacement Board or Steering Committee member to serve for the remainder of the term.

Article 9: Removal from Office

A Planet Nichols Hills officer may be removed by a majority vote of the Board for cause. “Cause” includes but is not limited to the following: dereliction of duty, inability to work to cooperatively with members of the organization and/or the OSN Board, and inappropriate behavior while publicly representing Planet Nichols Hills or OSN.

Article 10: Amendments

Section 10.1 Amendments must be proposed at a general membership meeting. Each member will have a copy of the proposed amendment supplied to them two weeks before the meeting. Amendments will be voted on in a timely manner.

Section 10.2 These bylaws may be amended by a two-thirds vote of the members present.

Article 11: Chapter Requirements

As a chapter of the Oklahoma Sustainability Network, Planet Nichols Hills is expected to: invite a wide-range of local/regional citizens to the table for promotion of a common purpose, hold regular discussion forums/committee meetings, plan an annual conference, maintain own website with link to OSN’s website (www.oksustainability.org), send quarterly electronic progress reports to OSN on-line newsletter editor, route any tax deductible donations through the State OSN account, and follow legal guidelines for permissible 501(c)(3) activities as set forth by the Internal Revenue Service. The President of Planet Nichols Hills shall serve as a member of the OSN Board of Directors.

Article 12: General Provisions/Financial

Section 12.1 The fiscal year of Planet Nichols Hills shall begin on the first day of January and end on the last day of December.

Section 12.2 Upon dissolution of the Organization, the residual assets shall be distributed to the OSN or one or more private or public nonprofits whose purposes are compatible with the Chapter. Such organization(s) shall be suggested by the Chapter’s Board and approved jointly by the Chapter’s voting members and the OSN Board of Directors.

Section 12.3 If required by OSN or the Chapter’s Board, not later than three (3) months after the close of each fiscal year, there shall be an audit of the organization’s financial records. This audit shall be conducted by a qualified firm, individual, or committee as selected by the Board.