By-Laws

TALLAHASSEE-KRASNODAR SISTER CITIES PROGRAM, INC.

BYLAWS

Adopted April XX, 2007
Amended October XX, 2007


I. STATEMENT OF PURPOSE

A. The Tallahassee-Krasnodar? Sister Cities Program, Inc. (hereinafter referred to as TKSCP) is an independent, non-profit organization dedicated to promoting increased understanding and goodwill between the people of Tallahassee, Florida, U.S.A., and Krasnodar, Russia. To this end, the TKSCP is committed to planning, promoting, and administering social, cultural, healthcare, educational, athletic, and business development programs of travel and exchange between the citizens of Tallahassee and Krasnodar and, in so doing, involving as great a cross section of the communities as possible.

B. Neither TKSCP nor any individual acting as a representative of TKSCP shall make statements endorsing a particular political viewpoint or candidate. The focus of TKSCP shall be on the interpersonal and humanitarian interaction possible among private citizens of differing sociopolitical cultures, and to this end political activity and endorsement (or censure) shall be considered antithetical to the intent and purpose of the organization.


II. MEMBERSHIP

A. Qualification

1. Membership shall be open to interested citizens of Tallahassee and neighboring communities, without regard to age, sex, race, creed or national origin.

2. Qualification shall be by payment of annual membership dues, the amount of which shall be determined by the Board of Directors (hereinafter called the BOD).

B. Dues

1. The Board of Directors shall establish a schedule of annual dues for membership. Dues shall be kept within limits that will not discourage participation by any segment of the community. The BOD may, at its option, elect to provide for a lifetime membership fee.

2. The assessment of dues for memberships runs on an annual basis. The annual membership year for all members shall begin on the first day of May and end on the last day of April.

3. Any member failing to remit dues by the first day of May for the membership year shall be deemed delinquent. Delinquent members shall be disqualified from voting at, or otherwise participating in, the Annual Meeting or any Special Meetings of the membership; holding any office or committee position; or otherwise enjoying the privileges of membership until arrears are brought current. This action is subject to the discretion of the BOD.

4. Member dues may be waived at the discretion of the Board of Directors if a request for such waiver is received by the Board prior to the first day of May of the membership year for which waiver is sought.

5. Unless waived by the BOD, annual dues for new members are payable on or before the date upon which application for membership is approved. In instances where membership is denied, payment of dues will be returned to the unsuccessful applicant. Annual dues for applications received after the first day of May will be prorated for that year on a basis to be determined by the BOD.

6. Members that have been permanently removed from the membership are not entitled to a return of their dues, or any portion thereof.

C. Meetings

1. An annual meeting of the general membership shall be held in March of each year. Included at a minimum on the meeting agenda shall be: elections for the BOD, voting on budget recommendations, and reports on BOD actions, organizational activities, and plans for the coming year.

2. Other general membership meetings shall be called by a majority vote of the BOD. Committees or individual members may petition the BOD for a special meeting. Included with such requests should be a statement of the need and purpose for the meeting. Any petition signed by 10% or more of the membership shall mandate a meeting.

3. Notice of general membership meetings shall be provided via email at least ten (10) days in advance of the meetings and shall include a proposed agenda.

4. At least ten (10) members must be present at a membership meeting in order to conduct business.

5. Membership meetings shall be open to the public and anyone may have opportunity to speak with recognition from the chair. Only members may make motions or vote.

D. Proxies

1. Proxies Authorized: Every member entitled to vote at membership meetings or to express consent of dissent without a meeting may authorize another person or persons to act for such member by proxy.

2. Proxy voting: Proxy voting may be done by any member who expects to be unable to attend a meeting, but only under the following conditions:

(a) The proxy vote must be specific as to the question voted on and limited to such question and shall be in writing;

(b) The proxy vote must be either in the affirmative or in the negative on the question voted on, and may not be qualified in any way;

(c) The proxy vote must be given in writing to any member in time to be cast at the meeting and must be entered as a proxy vote in the minutes of the meeting;

(d) If the member attends the meeting at which the vote is taken, the proxy shall automatically be revoked.

(e) Every proxy must be signed by the member. No proxy shall be valid after the expiration of 11 months from the date thereof unless otherwise provided by proxy.

Revocation: Every proxy shall be revocable at the pleasure of the member who executed it.

E. Accessibility of Membership Lists

1. Membership lists shall be made available for viewing by any member of the public when requested.

2. Written copies of the membership list shall not be released without permission of the BOD, and may be made subject to restrictions on their use.


III. BOARD OF DIRECTORS

A. Composition

1. The BOD shall consist of not less than five (5) or more than fifteen (15) members.

2. Active individual members of TKSCP are eligible for nomination to the BOD.

3. The position of any member of the BOD who misses more than two (2) consecutive meetings of the BOD, or more than five (5) regular meetings during their term, unless excused by the President or Vice-President? shall be vacated.

B. Elections

1. The BOD shall be elected by the membership at the March meeting of each year. Each member may vote for as many candidates as there are positions to be filled.

2. The term of office shall be three years. BOD members may be re-elected.

3. Terms of office shall be on a staggered, overlapping basis with one-third of the Directors elected at each March meeting of the membership. Persons elected to fill the unexpired terms shall serve only until that term expires but may be reelected.

4. The initial election of the BOD will consist of one-third of the BOD elected to serve a one-year term, one-third of the BOD elected to serve a two-year term, and one-third of the BOD elected to serve a three-year term. Initially, the personal preference of the BOD member will be considered in determining which BOD members will serve each term of one, two, or three years. If the choices of the BOD members require an adjustment to attain the one-third distribution by term of office, a chance selection by drawing a number from a “hat” will be utilized to equalize term distribution.

5. All vacancies in the Board of Directors, whether caused by resignation, death or otherwise, may be filled by the affirmative vote of a majority of the remaining directors. A director elected to fill any vacancy shall hold office for the unexpired term of his/her predecessor and until a successor is elected and qualified. If a mid-term vacancy on the BOD occurs and the Board has determined that the vacancy shall be filled, the BOC shall ask the membership to elect new members to fill the vacancy at the earliest possible date. At no time shall the BOD exceed fifteen (15) members.

6. A director may be removed for cause at any meeting of the BOD provided two-thirds of those present shall so vote. The director subject to removal for cause shall be notified in writing of the grounds for such removal. The notice of proposed removal shall be delivered by certified mail and shall state the grounds for removal. A notice of meeting of the BOD shall be submitted with the notice of proposed removal and the director shall have a reasonable opportunity at the meeting to object to and argue his/her removal.

7. Any director may resign at any time by delivering written notice to the President or the Secretary, or by giving oral or written notice at any meeting of the BOD. A director’s resignation will take effect upon delivery of notice unless the notice of resignation specifies a later effective date. Acceptance of a director’s resignation will not be necessary to make it effective.

8. Election procedures shall be established by the Board of Directors. A 2/3 majority vote of the Board shall be required to change established procedures.

C. Directors’ Fiduciary Duties and Standards of Conduct

Each director is subject to a duty of loyalty to the corporation and a duty of care in the performance of his/her duties as a director.

D. Officers

1. The officers of the organization shall be appointed by the BOD from its membership to carry out administrative tasks, and shall consist of: President, First Vice-President?, Second Vice-President?, Secretary, and Treasurer.

2. Officers shall be appointed at the first BOD meeting following BOD elections and shall serve at the pleasure of the BOD.

3. The duties of the President shall include the following:

a. Serve as a spokesperson for TKSCP and for the BOD;
b. Preside at BOD and general membership meetings;
c. Maintain communication with all committee chairpersons and assure that committees are fulfilling their functions.

4. The duties of the First Vice-President? shall include the following:

a. Act in lieu of the President in the absence of or at the request of the President;
b. Serve as liaison with the various community agencies, performing groups, etc. which are invited to participate in exchange programs;
c. Chair or work closely with the chairperson of the Events Planning Committee.

5. The duties of the Second Vice-President? shall include the following:

a. Act in lieu of the President or First Vice-President? in the absence of or at the request of the President or First Vice-President:
b. Serve as an ombudsman for the President.

6. The duties of the Secretary shall include the following:

a. Keep accurate minutes of all BOD and membership meetings, and distribute copies of the minutes to BOD members before the next scheduled meeting;
b. Maintain organizational records and membership lists;
c. Chair the Membership Committee.

7. The duties of the Treasurer shall be:

a. Maintain financial records and manage funds for the organization;
b. Oversee disbursement of funds and co-sign with any of the four officers on checks drawn against TKSCP accounts;
c. Chair the Fundraising Committee.

8. Authority to sign: All checks shall be signed by a designated officer who has been authorized by the BOD. The designated officers may include the following:

• President
• First or second Vice-President?
• Secretary
• Treasurer
• Other (as designated)

All checks shall require two signatures and any check payable to any one of the above-named officers shall be signed by someone other than the payee.

9. Officers may temporarily delegate specific duties of office to other members
of the organization, with approval of the BOD.

E. Duties and Authority

1. The BOD shall appoint officers, committee chairpersons, and committees according to the provisions of these bylaws.

2. The BOD shall be responsible for designating funds and authorizing expenditures.

3. The BOD shall assign priorities to projects and programs, and approve proposed plans for projects and events.

4. Authority may be delegated by the BOD to members and committees who will act on behalf of TKSCP and utilize its funds.

5. The BOD is empowered to establish an Advisory Council of community experts in various areas of potential exchanges with our sister city, and to determine guidelines for the function of the Advisory Council.

6. The BOD shall oversee the organizational functioning, financial operation, and set the formal policies of the corporation.

7. BOD members shall abstain from voting where a potential conflict of
interest exists, and may not participate in any activity whereby they stand to realize personal profit as a result of the official activities of TKSCP. Exception to this policy may be made when such restrictions would be detrimental to the interests of TKSCP by two-thirds (2/3) majority vote of the BOD.

8. Unless otherwise specified elsewhere in these bylaws, all decisions of the BOD shall be made by consensus whenever possible, and otherwise by a majority opinion. All votes shall be open.


IV. COMMITTEES

A. Composition

1. Committee chairpersons shall be appointed from among the membership of the BOD.

2. Other committee members shall be selected from the general membership, according to expressed interest and willingness to serve.

B. Standing Committees

Standing Committees will consist of:

1. Events Planning Committee - responsible for planning and preparation for socio-cultural events and exchanges between the people of Tallahassee and Krasnodar, including trips between the two cities, and for networking with other
community groups and organizations for the purpose of establishing exchanges.

2. Publicity Committee - responsible for the public dissemination of information about TKSCP and its activities, including news media relations, advertisement of socio-cultural events and fundraising activities, and creation and distribution of information about the organization.

3. Membership Committee - responsible for expansion of the membership base and keeping members informed about operation and activities of the organization.

4. Fundraising Committee - responsible for planning and carrying out fundraising activities to finance the activities of the organization, and for making recommendations to the BOD on the distribution of available funds.

C. Other Committees

1. Ad hoc committees may be established and appointed by the BOD as necessary for specific, time-limited purpose. Ad hoc committees will be disbanded upon completion of their function.

2. Sub-committees of the standing committees may be appointed by the BOD to assist the committees with specific functions. Membership of subcommittees is not limited to members of the parent committee, and subcommittees will
be under the oversight of the chairperson of the parent committee.


V. AMENDMENTS

A. Amendments to these Bylaws may be proposed by the BOD or by any member at a general membership meeting.

B. A two-thirds (2/3) majority vote of the general membership shall be required for ratification of amendments.


VI. SUNSET AND DISBANDMENT PROVISION

This committee shall be sunset or disbanded five years from the election of the first Board of Directors unless there is a majority vote of the BOD to continue its existence.

This committee shall also be disbanded if a two-thirds (2/3) majority vote of the total active Board of Directors votes to disband. One month notice to all of the membership and BOD must precede any such vote.

In the event that this committee is disbanded the funds remaining in the account of the Tallahassee-Krasnodar? Sister Cities Program, Inc. bank account shall not revert to the members but will be distributed to a 501(c)3 charitable organization selected by a majority of the Board of Directors present at the meeting called for that purpose after all debt has been satisfied.