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Northfield Citizens Online (Northfield.org) Bylaws
Revised and approved by the Board of Directors, March 28, 2013. The original version of the bylaws is archived here.
ARTICLE I - PURPOSES
The purpose for which Northfield Citizens Online was formed are stated in NCO's Mission Statement:
NCO's mission is to create an electronic commons that strengthens the fabric of community in the greater Northfield area. We support this mission by publishing stories and event listings from any and all members of the community and providing access to existing community resources and online content from local citizens and organizations.
ARTICLE II - BASIC POLICIES
Northfield Citizens Online shall be non-partisan, non-sectarian, and non-profit. NCO shall not discriminate on the basis of sex, race, creed, color, national origin, age, or sexual preference.
The name of Northfield Citizens Online or the names of any members in their official capacities shall not be used publically in connection with any commercial concern or with any partisan interest or in connection with any activity not sponsored or co-sponsored by NCO without prior approval of the Board of Directors
Northfield Citizens Online may cooperate with other organizations and agencies concerned with community networks, but persons representing NCO in such matters shall make no commitments that bind NCO except on prior approval of the Board of Directors.
ARTICLE III - MEMBERSHIP
3.1 Qualifications.Membership in Northfield Citizens Online shall be comprised of registered users of Northfield.org. Users have the right to attend the open portion of all Board of Directors meetings, members shall have the right to vote, hold office, chair operating committees, and partake of the other rights and privileges of this organization.
3.2 Regular Meetings.There shall be one open annual meeting of the membership, chaired by the Chair of the Board of Directors. Notice of the meeting date will be e-mailed or posted on Northfield.org at least one month in advance.
3.3 Procedure.The Chair may invoke Roberts' Rules of Order to govern parliamentary procedure for meetings at his/her discretion unless specified otherwise in the By-laws.
3.4 Voting.A majority of the members present at any meeting shall rule on all matters voted upon unless specified otherwise by the By-laws.
ARTICLE IV - BOARD OF DIRECTORS
The affairs of Northfield Citizens Online shall be managed by its Board of Directors.
4.1 Number, Qualifications, and Terms.The Board of Directors shall be elected by the membership. The number of elected Board members shall be no more than eleven. The term of office shall be two calendar years or until successors are elected. Board members may serve no more than three consecutive terms, at least one year must separate the third term from the next period of service.
4.2 Election.Membership on the Board of Directors will occur as a result of a majority vote of the members present at the annual meeting. Nominations are open to all members and will be accepted after notice of the annual meeting is posted. New members of the Board shall assume their positions on the first scheduled meeting subsequent to the election.
4.3 Regular Meetings.The Board of Directors may provide, by resolution, time and place for holding regular meetings without any notice other than such resolution. The Board of Directors is encouraged to post the notice of the regular meeting time and place on Northfield.org for the information of the membership.
4.4 Quorum.The presence of fifty percent of the Board of Directors shall constitute a quorum for the transaction of business at any meeting of the Committee.
Electronic voting.Meetings of the Board of Directors may be conducted "virtually.” All decision and votes therein shall become part of the official record and are considered legitimate and binding.
4.5 Vacancies. Any vacancy occurring on the Board of Directors shall be filled by a member appointed by the Board of Directors, and shall serve until the upcoming annual meeting. Time spent filling a vacancy does not count as a term of office for the purposes of 4.1.
4.6 Employees.The Board of Director's shall hire such employees and personnel for NCO as it shall deem necessary.
Article V - OFFICERS
The officers of Northfield Citizens Online shall consist of the Chair, Vice-Chair, Secretary, and Treasurer.
5.1 Qualifications, Election and Terms of Office.Officers are to be chosen from among current members of the Board of Directors and approved by a majority vote of the Board. Officers shall be elected annually by majority vote of the Board of Directors. Any officer may be removed by majority vote of the Board of Directors at any meeting, provided that notice of the intended act shall be given at the call of the meeting.
5.2 Responsibilities of the Chair.The Chair of NCO will have the power of general management of the business of NCO, subject to instruction and approval of the Board of Directors, and will preside at meetings. The Chair will set the agenda for the Board of Directors meetings and will see to it that all orders and resolutions are carried out. Chair is a member ex-officio of all committees and may vote on all matters. Chair shall be considered "President" of the organization so that he/she may be signatory agent, and will also represent the Board of Directors by mail, phone, or in person on business matters or matters of substance.
5.3 Responsibilities of the Vice-Chair.The Vice-Chair of NCO shall succeed to the duties of the Chair in the absence or disability of the Chair. The Vice-Chair shall be kept apprised of the actions of the Chair and shall assist Chair in duties as mutually agreed upon.
5.4 Responsibilities of the Secretary.The Secretary of NCO shall record meeting proceedings and maintain the meeting minutes. The Secretary shall be responsible for giving notice of meetings to Board of Directors members and the membership as appropriate or as specified in these By-laws.
5.5 Responsibilities of the Treasurer.The Treasurer of NCO shall attend to all fiscal matters as necessary and/or as delegated by the Board of Directors.
5.6 Vacancies.Any vacancy in any office may be filled by appointment of the Board of Directors, confirmed by a majority vote, for the unexpired portion of the term.
5.7 Contracts and Funds.The Board of Directors shall authorize any officer or officers, agent or agents, of Northfield Citizens Online to enter into any contract or execute and deliver any instrument in the name of and on behalf of Northfield Citizens Online. Such authority may be general or confined to specific instances.
The Board of Directors may accept on behalf of Northfield Citizens Online any contribution, gift, bequest, or device for any purpose of NCO.
All funds of Northfield Citizens Online shall be deposited in the NCO account at a local bank designated by the Board.
ARTICLE VI - RECORDS
Northfield Citizens Online shall keep minutes of the proceedings of its membership, Board of Directors, and committees having and exercising any authority of the Board of Directors. Reasonable summaries of appropriate material shall be provided to any member or trustee, or his/her agent or attorney, for any proper purpose at any reasonable time.
ARTICLE VII - OTHER COMMITTEES
Committees not having and exercising the authority of the Board of Directors in the management of Northfield Citizens Online may be designated by a resolution adopted by majority vote of the Board of Directors. Except as otherwise provided in such resolution, members of each committee shall be appointed by Northfield Citizens Online through the office of the Chair and subject to approval by the Board of Directors. Any member of such a committee may be removed by the Chair of the Board of Directors whenever, in the Chair's judgment, the best interests of NCO shall be served by such removal.
ARTICLE VIII - AMENDMENT
Amendment to these By-laws may occur at any meeting of the Board of Directory in which notice of such action has been given to the Board in the announcement of the meeting. A quorum of two-thirds of the Board of Directors is required to amend these By-laws.