An engaged Alaskan democracy

Alaska Common Ground, Inc. Bylaws

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As amended at 5/3/2014 annual membership meeting.

ARTICLE I
Name

The name of this organization is ALASKA COMMON GROUND, INC.

ARTICLE II
Purpose

The purpose for which it is organized is to collect and disseminate information on Alaska public issues and problems, to facilitate discussion of them, to seek consensus on them, to develop solutions and encourage their adoption and implementation in order to improve Alaskans’ understanding of public policy issues and opportunities with the goal of furthering a just society and sustainable democracy, and for any other purpose for which nonprofit corporations may be organized under Alaska law.

ARTICLE III
Membership

Section 1: The Board of Directors shall establish, and may amend, a schedule of annual membership fees, which shall become effective upon approval by two-thirds (2/3) of the directors.

Section 2: All voting members have an equal right to vote for directors at the annual meeting. There shall be no proxies.

Section 3: Each member of a family may vote under a membership, including any person 14 years of age or older.

Section 4: All members have an equal right to receive membership discounts on publications of the corporation or admission, only if and when such charges are necessary, to workshops and forums sponsored by the corporation.

ARTICLE IV
Board of Directors

Section 1: The business of Alaska Common Ground, Inc. shall be conducted by a Board of Directors consisting of not less than eleven (11) and not more than fifteen (15), persons, at least one of whom should reside outside the Anchorage area.

Section 2: Board of Director terms shall be for three years unless a director is appointed under Section 3 of this article. If the Board of Directors membership is increased, the term of the additional members shall preserve as nearly as possible the staggered expiration dates of the original Board of Directors.
Section 3: The remaining Board of Directors may fill vacancies as they occur. Any person appointed by the board to fill a vacancy shall stand for election for the remainder of the term at the next annual meeting.

Section 4: The Board of Directors may take positions on public issues and legislation. The board, as a body, shall not endorse candidates for public office, although board members as individuals may make endorsements independent of the board.

Section 5: In selecting issues for review, study and consideration, the Board of Directors shall concentrate on longer term issues facing the people of the State of Alaska and national issues as they affect Alaska in particular.

Section 6: Meetings of the Board of Directors shall be public and shall be at least monthly. The monthly meeting is to be an established day of the week with the time and place announced to the membership.

Section 7: If the Board of Directors finds it necessary to take action between its regularly scheduled monthly meetings, a vote on the issue may be taken by electronic means. Such action must be approved by a two-thirds majority of its members. The action shall be reported on the record at the next regularly scheduled monthly meeting.

Section 8: The Board of Directors shall adopt rules of procedures.

Section 9: All expenditures of funds on behalf of the corporation shall be authorized by the Board of Directors. For the conduct of business, a quorum of the Board of Directors is required. A quorum is a majority of the actual number of members of the Board of Directors at the time business is conducted.

Section 10: Directors, as such, shall not receive any stated salary for their services. The Board of Directors may authorize reimbursement to a director for necessary expenses for attending board meetings.

Section 11: A director may be recalled from elected service on the Board of Directors through the conduct of a regular or special election provided a petition containing the valid signatures of twenty-five (25) percent of the membership on the rolls as of the date of the petition is received by the Secretary of the Board of Directors. Upon certification by the Secretary of the valid membership of the petition signatories, a recall election must be held no earlier than thirty (30) days or no more than sixty (60) days from the date of certification.

ARTICLE V
Officers

Section 1: The Board of Directors shall elect officers at the first regular board meeting after the annual membership meeting and shall elect officers from among its members, including a chair, a vice-chair, a secretary, and treasurer, and such other officers as the board deems appropriate. The positions of secretary and treasurer may be combined.

Section 2: The officers shall perform those duties normally associated with the office and such other duties as are assigned by the board or in these articles.
Section 3: The bank accounts of the corporation shall require two signatures for withdrawal.

ARTICLE VI
Membership Meetings

Section 1: An annual meeting of the membership shall be held in March, April, or May of each year at the call of the Board of Directors and at a location to be determined by the board.

Section 2: Notice of the annual meeting shall be mailed, faxed, or e-mailed to each member and shall be distributed not less than thirty (30) days before the meeting.

Section 3: Election of directors shall be conducted by mail, fax, and e-mail or in person at the annual meeting. An election committee, composed of non-board members or board members who are not up for election, shall be appointed by the board to tally the ballots and the results will be announced at the annual meeting.

Section 4: The Board of Directors may call a special meeting of the membership as the board deems appropriate. Notice for a special meeting shall be the same as for the annual meeting in Section 2 of this article.

Section 5: A quorum at an annual or special meeting shall consist of twenty persons.

ARTICLE VII
Committees

Section 1: The Board of Directors may establish, appoint members to, and terminate committees of the corporation. The chair may appoint board members, members, and interested non-members to committees as appropriate. Committees shall select a chair from among its members.

Section 2: The officers of the corporation shall constitute the Executive Committee. One or more at-large members of the board may be appointed to the Executive Committee by the chair.

Section 3: All committee reports shall be subject to acceptance by the board. The board will share its reasons for any rejection of committee reports with the general membership.

ARTICLE VIII
Chapters

Section 1: In order to facilitate statewide participation, chapters may be established when the board determines that sufficient membership and interest exists in a community.

Section 2: A chapter may organize a discussion group and develop information and positions with regard to any issue and may propose it to the board for further action in accordance with these by-laws.

Section 3: A chapter and members-at-large may arrange to participate in person or by teleconference in annual or special membership meetings.

ARTICLE IX
Parliamentary Authority

Section 1: The rules contained in the current edition of Robert’s Rules of Order Newly Revised shall govern this organization in all cases to which they are applicable and in which they are not inconsistent with these by-laws and any special rules of procedure the organization may adopt.

ARTICLE X
Amendments

Section 1: These by-laws may be amended by two-thirds (2/3) of those members that vote. Members may return ballots by mail, fax, or email or vote in person at the annual meeting or a specially called membership meeting provided that the amendment has been submitted in writing and mailed, faxed, or e-mailed to each member not less than thirty (30) days before the meeting.

Section 2: The Board of Directors shall establish rules of procedure by which by-law amendments may be submitted to the board for consideration prior to submittal to the membership as set forth in Section 1 of this article.