ARTICLE I – NAME AND PURPOSE
Section 1 – Name: The name of the organization shall be Sheroes, Inc. It shall be a nonprofit organization incorporated under the laws of the State of New Hampshire
Section 2 – Purpose: Sheroes, Inc. is organized exclusively for charitable, scientific and education purposes. The purpose of this corporation is:
- To support and encourage adolescent women through providing on-line communities that discuss and explore female role models in fact and fiction, allow exploration of interests and talents, and permit discussion and consideration of personal, social, and global issues.
- Through the on-line communities, to reach out to adolescent women around the globe, to help them to see that they are not alone.
- To involve others in this community, to enable the young women to better see how they fit into and can shape their societies.
ARTICLE II – MEMBERSHIP
Section 1 – Membership: Membership shall consist of the board of directors and all active members of at least one of the Sheroes Inc websites, discluding banned members. Members who have been inactive on the websites for more than a year may be purged but can rejoin at any time.
ARTICLE III – BOARD OF DIRECTORS
Section 1 – Board role, size, and compensation: The board is responsible for overall policy and direction of the association, and delegates responsibility of day-to-day operations to the staff and committees. The board shall have up to 11, but not fewer than 5 unrelated members, or such minimum as future changes in NH regulations may require.
Section 2 – Terms: With the exception of the initial board members, all regular board members shall serve three-year terms, but are eligible for re-appointment for up to five consecutive terms. The initial board members shall be appointed to staggered terms, with G. Noyce and C. Marciniak appointed to three (3) year terms, L. Rainen and E. Lovance to a two (2) year term, and L. Forstadt to a one (1) year term.
New Board members will be appointed to an initial three-year term. After the first year, if that person wishes to remain on the Board, the rest of the Board will vote whether or not they wish the individual to serve out the remaining two years of a three-year term.
Section 3 – Admin Representative: In addition to the regular directors, a representative of the administrative teams (“Admin Rep”) shall have a seat on the board of directors. The Admin Rep may be elected to up to five consecutive one-year terms. This position may not be held by regular directors.
The Admin Rep shall, at Board Meetings, endeavor to present fairly the relevant activities and concerns of the Admin Team, including specific concerns expressed by individual Admin Team members. In the case of serious disagreements between staff members, the Admin Rep may request arbitration by the Board. S/he is responsible for informing the Admin Team of any relevant Board discussions and decisions.
Section 4 – Member Representatives: Representatives of each active message site will serve one-year terms on the board, eligible to be reelected twice. The representatives from the message sites each have a single vote. The Member Representatives (“Member Reps”) consist of the Sheroes Central Rep (“Sheroes Rep”) and the Nightingales Lamp Rep (“NL Rep”). They shall, at Board meetings, endeavour to present fairly the relevant activities and concerns of the message site they represent, including specific concerns expressed by individual members. In the case of serious concerns or disagreements amongst forum members that have not been satisfactorily resolved by the Admin Team, the Member Rep may request arbitration by the Board. The Member Reps are responsible for informing the sites of any upcoming Board meeting, and of any relevant Board discussions and decisions. The Sheroes Central Rep is also responsible for conducting the annual elections for Admin Rep.
Members of the Admin Team are not eligible to serve as Member Reps. In addition, representative positions may not be held by regular directors.
Section 5 – Meetings and notice: The board shall meet at least once per quarter, at an agreed upon time and place, including on-line chat rooms. An official board meeting requires that each board member have written notice at least two weeks in advance. Email notice shall constitute written notice. With written agreement of two-thirds of board members, a meeting may be called without advance notice. Meetings shall be run in accordance with Roberts‚ Rules of Order.
In the event that a quorum shall not have been achieved at the meeting, any items requiring a vote shall be posted in Board Business forum on www.sheroescentral.com, and notice shall be given to all board members to record their vote within one week, exactly, from the designated time of that meeting. Formal votes shall be by explicit post rather than by using the ‘poll’ function, though informal votes may be taken using the ‘poll’ function. These votes will be considered binding if at least half of the members of the Board of Directors has posted in that forum during the time the item being voted upon has been posted.
The minutes of each meeting shall be distributed to every member of the Board of Directors prior to the next meeting, and shall include a record of any and all votes taken.
Section 6 – Board elections: During the last quarter of each calendar year, the Board of Directors shall elect regular Directors to replace those whose terms will expire at the end of the calendar year. This election shall take place during a regular meeting of the directors, called in accordance with the provisions of these bylaws. New regular directors shall be elected by a majority of directors present at such a meeting, provided there is a quorum present.
During the same period of time, the Lead Administrator (as defined in Article V, Section 1) shall hold elections for the Member Reps. Member Reps shall be elected by each group through a poll on the appropriate site, with comments turned off.
Directors elected in either manner shall serve a term beginning on the first day of the next fiscal year.
Elections for Admin Rep will also be held annually in the last quarter of each calendar year, for terms beginning January 1st. Voting will be conducted by poll in a restricted forum, and will last for two weeks. Although the ideal candidate for Admin Rep will be an active staff member on all Sheroes, Inc., websites, it is permissible for the Admin Rep to be an Admin on Sheroes Central only. All active staff members on all websites may nominate candidates and vote. The Sheroes Rep is responsible for soliciting nominations for the position, for obtaining the consent of those nominated by others, and for administering the polls.
Section 7 – Quorum: A meeting must be attended by at least fifty percent of board members for business transactions to take place and motions to pass.
Section 8 – Officers and Duties: There shall be four officers of the board, consisting of a chair, vice-chair, secretary and treasurer. With the exception of chair, up to two officer positions may be held by a single board member. 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, treasurer. The vice-chair shall 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. The 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 9 – Vacancies: When a vacancy on the board exists mid-term, the secretary must 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 10 – Resignation, termination, and absences: Resignation from the board must be in writing (email with verbal confirmation is sufficient) and received by the secretary. Board members shall be terminated from the board due to excess absences, more than two unexcused absences from regular board meetings in a year. A board member may be removed for other reasons by a three-fourths vote of the remaining directors.
Section 11 – Special meetings: Special meetings of the board shall be called upon the request of the chair, or one-third of the board. Notices of special meetings shall be sent out by the secretary to each board member at least two weeks in advance. Notice may be waived by agreement of two-thirds of the board.
ARTICLE IV – COMMITTEES
Section 1 – Committee formation: The board may create committees as needed, such as fundraising, housing, public relations, data collection, etc. The board Chair appoints all committee chairs. Committee membership may be but are not restricted to board members, except as specified below.
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 the powers and authority of the board of directors in the intervals between meetings of the board of directors, and is subject to the direction and control of the full board.
Section 3 – Finance Committee: The treasurer is the chair of the Finance Committee, which includes two other board members. The Finance Committee is responsible for developing and reviewing fiscal procedures, fundraising plan, and annual budget with staff and other board members. The board must approve the budget and all expenditures must be within budget. Any major change in the budget must be approved by the board or the Executive Committee. The fiscal year shall be May 1 to April 30. 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 board members and the public, in accordance with New Hampshire and Federal law.
ARTICLE V – LEAD ADMINISTRATOR AND STAFF
Section 1 – Lead Administrator: Each website owned by Sheroes, Inc. will have a Lead Admin selected from among the Admins on that website. The same individual may hold the position of Lead Admin on both Sheroes Central and Nightingale’s Lamp so long as they are an active Admin on each site. The positions of Lead Admin will be voted on annually by the Board of Directors in the last quarter of each calendar year for terms beginning January 1st. The Lead Admin positions may not remain vacant, and may not overlap with a position on the Executive Committee of the Board. Any active Admin is eligible to serve. Admins may volunteer themselves for the positions and the Admin Team may suggest candidates, however the Board may choose to appoint any active Admin to serve as Lead Admin. The Lead Admin and Admin Rep positions may be held by the same individual. There is no limit on the number of consecutive terms a staff member may serve as Lead Admin. A description of the Lead Admin’s role and responsibilities may be found on the staff job descriptions page.
Section 2 – Staff: Staff shall include Administrators (Admins), Moderators (Mods), and Trainees. Staff members report to the Lead Administrator and carry out the duties described on the staff job descriptions page.
Section 3 – Technical Support: The Lead Administrator may seek such technical support from time to time as may be necessary, providing such helpers with the powers of an Admin or Mod for a specific task.
ARTICLE VI – AMENDMENTS
Section 1 – Amendments: These bylaws may be amended when necessary by a two-thirds majority of the Board of Directors. This may occur during regular meetings without prior notice of the proposed amendments as long as two-thirds of the Directors are present and agree in writing to consider the amendments at that meeting.
These bylaws may also be amended using a thread posted in the Board Business forum on www.sheroescentral.com as long as all Directors are notified of the proposed changes and agree in writing to the time of the vote at least one week in advance. Notice shall be given to all board members to record their vote within one week exactly from the designated time. These votes must be by explicit post and will only be considered binding if two-thirds of the members of the Board of Directors vote during the designated time period.
These bylaws were approved at a meeting of the board of directors by a two-thirds majority vote on May 24, 2006, and amended at a meeting of the board of directors by a two-thirds majority vote on Oct 23, 2010. The bylaws were subsequently amended by a two-thirds majority vote on 25 January 2012, on 9-15 February 2014, on 25 October 2014, and on 14 June 2015. A previous version of the bylaws may be viewed here.