Please note that this version of the bylaws was rendered obsolete on October 25, 2014, when the Board of Directors voted to make substantial changes to several sections.
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. A representative of the administrative teams may be elected to up to five consecutive one-year terms. Representatives of each active message site will serve one-year terms, eligible to be reelected twice. The representatives from the message sites each have a single vote.
Section 3 – 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 4 – 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. During the same period of time, the Lead Administrator (as defined in Article V, Section 1) shall hold elections for the Membership representatives to the Board of Directors. All interested Admin Team members shall submit their names to the BoD and a poll shall be opened in the Admin Forum for the election of the admin representative.
Section 5 – Election procedures: a) New regular directors shall be elected by a majority of directors present at such a meeting, provided there is a quorum present. b) New representative directors shall be elected by each group through a poll on the appropriate site, with comments turned off. c) Directors elected in either manner shall serve a term beginning on the first day of the next fiscal year.
Section 6 – 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 7 – 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 8 – 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 9 – 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 10 – 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: The Lead Administrator is appointed by the board. The lead administrator has day-to-day responsibilities for the organization, including carrying out the organization’s goals and policies. The lead administrator will attend all board meetings, report on the progress of the organization, answer questions of the board members and carry out the duties described in the job description (see attachment A). The board can designate other duties as necessary.
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 in the job descriptions (see attachment A). The Lead Administrator may appoint, assign, promote, and suspend Admins, Mods, and Trainees, with the advice of other staff members. Dismissal of a Staff member shall be presented to the Executive Committee for approval.
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. Such helpers may be appointed on either a temporary or permanent basis, and serve at the discretion of the Lead Administrator.
ARTICLE VI – AMENDMENTS
Section 1 – Amendments: These bylaws may be a¬mended 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, and on 9-15 February 2014.