BYLAWS of GRASSROOTS CONNECT
Article I. Name of Organization
The name of this corporation is Grassroots Connect.
Article II. Purpose
Grassroots Connect shall be organized and operated exclusively for charitable, scientific, literary, religious, and educational purposes. Subject to the limitations stated in the Articles of Incorporation, the purposes of Grassroots Connect shall be to engage in any lawful activities, none of which are for profit, for which corporations may be organized under Chapter 65 of the Oregon Revised Statutes (or its corresponding future provisions) and Section 501(c)(3) of the Internal Revenue Code (or its corresponding future provisions).
Grassroots Connect’s primary purpose shall be supporting and strengthening the capacity of locally-based, community social justice projects.
Article III. Nonmembership
Grassroots Connect shall have no voting members as the term is defined by Oregon law.
Article IV. Board of Directors
Section 1. General Powers
The Board of Directors (“Board”) shall oversee the management of the business and affairs of Grassroots Connect.
Section 2. Number, Terms, Nomination, Election
The number of directors of Grassroots Connect shall consist of no fewer than three (3) and no more than fifteen (15) individuals, including the following officers: President, Secretary, and Treasurer. The Board may fix the exact number of directors from time to time, within the foregoing limits.
The initial term of office for directors shall be two years. Directors may be reelected to successive terms of office of one year. A director may serve on the Board for a maximum of six (6) consecutive years.
Individual directors shall be responsible for identifying and nominating prospective candidates for election to the Board. The Board shall elect its own directors, except that a director shall not vote on their own position. The directors shall, upon election, immediately begin the performance of their duties.
Section 3. Removal
Any director may be removed, with or without cause, by a vote of consensus minus two of the directors then in office, or if the Board has fewer than five (5) directors, by a vote of a majority of the directors then in office. No directors shall be removed from the Board without notice and an opportunity to be heard regarding the proposed removal. Any director who has been removed from the Board shall immediately be removed from office.
Section 4. Vacancies
Vacancies on the Board of Directors and newly created board positions shall be filled by a full consensus vote of the directors present, if a quorum is present.
Section 5. Quorum and Action
A quorum at a Board meeting shall be a majority of the number of directors in office immediately before the meeting. If a quorum is present, action is taken by a full consensus vote of the directors present, except as otherwise provided by these bylaws. If the directors are unable to find consensus, the fallback will be consensus minus one.
Section 6. Proxies
There shall be no voting by proxy.
Section 7. Regular Meetings
Regular meetings of the Board shall be scheduled by the Board in a manner that informs all directors of the time and place without additional notice.
Section 8. Special Meetings
Special meetings of the Board shall be held at the time and place to be determined by the Board. Notice of such meetings, describing the date, time, and place of the meeting, shall be communicated to each director at least two days prior to the special meeting.
Section 9. Means of Communication for Meetings
Directors may participate in a regular or special meeting by, or the Board may conduct the meeting through, use of any means of communication by which all directors participating may simultaneously communicate during the meeting.
Section 10. Vote by Email or Other Electronic Means
The Board of Directors may, without a meeting, use electronic mail or other electronic means to take an action. In order to conduct a valid vote by electronic means, the Board must meet all of the following requirements: send notice of the action to all directors via the electronic address provided by the directors for that purpose; electronic notice of the action being considered must clearly describe the action being voted on; the electronic notice must specify a deadline to vote by that is not less than 48 hours after the electronic notice is sent; a director can change their vote any time during the voting period; action is taken by a full consensus vote, with a fallback of consensus minus one, of the directors who respond by the deadline, and must also be an affirmative vote of the majority of the directors then in office; the Board must file the electronic notice and record of the votes in its minutes for directors’ meetings or document of Board actions.
Section 11. Confidentiality
Directors shall not discuss or disclose information about Grassroots Connect or its activities to any person or entity unless such information is already a matter of public knowledge, such person or entity has a need to know, or the disclosure of such information is in furtherance of Grassroots Connect’s purposes or can reasonably be expected to benefit Grassroots Connect. Directors shall use discretion and good business judgment in discussing the affairs of Grassroots Connect with third parties.
Article V. Committees
Section 1. Committee Formation
The Board may establish one or more committees as it deems necessary and desirable. Such committees may exercise the authority of the Board or may be advisory committees. Individual Board directors shall be responsible for identifying and nominating prospective candidates for election to committees. The Board shall elect committee members, except that a director shall not vote on their own position. The committee members shall, upon election, immediately begin the performance of their duties.
Section 2. Committees Exercising Board Functions
Any committee exercising the authority of the Board must consist of two or more directors, elected by the Board. Only directors may serve as voting members of the committee.
Section 3. Advisory Committees
Advisory committees may or may not include a director. Advisory committees may not exercise the authority of the Board.
Section 4. Steering Committee
The Board may elect a Steering Committee, which may serve as an advisory committee to the Board. The Steering Committee shall provide guidance for and make recommendations to the Board for action.
Section 5. Meetings, Quorum, Action, Confidentiality
Article IV, Sections 5-11, governing meetings, quorum, taking action, and confidentiality of the Board, also apply to committees and committee members.
Section 6. Limitations on the Authority of Committees
No committee may authorize distributions; approve dissolution, merger, or the sale, pledge, or transfer of all or substantially all of the corporation’s assets; elect, appoint, or remove directors or fill vacancies on the Board or on any of its committees; nor adopt, amend, or repeal the articles of incorporation or bylaws.
Article VI. Officers
Section 1. Titles.
The officers of Grassroots Connect shall consist of a President, Treasurer, Secretary, and other such officers as the Board may appoint. All officers must have the status of active directors of the Board.
Section 2. Nomination and Election.
Officers shall be nominated by individual directors and shall be elected or re-elected in the same manner that Board of Directors are chosen. See Article IV, Section 2.
Section 3. Terms.
Officers shall serve for a term of one year or until their successors are duly elected, except that no officer shall be elected to the same office for more than four (4) consecutive years. Terms of office begin immediately upon election. Officers have the responsibility of training and onboarding their successors.
Section 4. Vacancy.
A vacancy in any office shall be filled by the Board of Directors not later than the first regular meeting of the Board of Directors following the meeting at which the vacancy was reported. The person elected to fill the vacancy shall hold office for the unexpired term for which such vacancy occurred.
Section 5. Other Officers.
The Board of Directors may elect or appoint such other officers and agents as it shall deem necessary or desirable. They shall hold their offices for such terms and shall have such authority and perform such duties as shall be determined by the Board of Directors.
Section 6. Removal.
Any person elected or appointed by the Board as an officer may be removed from office by a vote of consensus minus two of the directors then serving on the Board. No officer shall be removed without an opportunity to be heard and notice of the proposed removal. Removal as an officer shall not mean removal as a director from the Board, which shall require a separate vote under Article IV, Section 3.
Section 7. President
The President shall be the chief officer of Grassroots Connect. The President shall have any other powers and duties as may be prescribed by the Board.
Section 8. Secretary
The Secretary shall have overall responsibility for all recordkeeping.
Section 9. Treasurer
The Treasurer shall have overall responsibility for all corporate funds.
Article VII. Fiscal Year
The fiscal year for Grassroots Connect shall begin on January 1 and end on December 31.
Article VIII. Corporate Indemnity
Grassroots Connect will indemnify to the fullest extent legally permissible, any person who is made or threatened to be made, a party to an action, suit, or other proceeding, by reason of the fact that the person is or was a director, officer, employee, volunteer, or agent of Grassroots Connect. No amendment to this Article that limits Grassroots Connect’s obligation to indemnify any person shall have any effect on such obligation for any act or omission that occurs prior to the later of the effective date of the amendment or the date notice of the amendment is given to the person. Grassroots Connect shall interpret this indemnification provision to extend to all persons covered by its provisions the most liberal possible indemnification permitted under the law–substantively, procedurally, and otherwise.
Article IX. Amendments to Bylaws
These Bylaws may be amended or repealed, and new Bylaws adopted, by the Board by a full consensus vote of the directors present, if a quorum is present. Prior to any meeting of the Board at which the adoption of a bylaws amendment is considered for vote, each director shall be given at least two days notice of the date, time, and place of the meeting at which the proposed amendment is to be considered, and the notice shall state that one of the purposes of the meeting is to consider a proposed amendment to the Bylaws and shall contain a copy or summary of the proposed amendment.
DATE ADOPTED: June 25, 2021