| S.C.R.E.W.S. INC. 12/22/2023 |  |
Section 1.1
ARTICLE I: TITLE AND PURPOSE
The name of this nonprofit corporation is the S.C.R.E.W.S.,Inc.(South City Revitalization WorkSpace)
Section 1.2 IRC Section 501(c)(3)
S.C.R.E.W.S.,Inc is organized exclusively for one or more of the purposes as specified in
Section 501(c)(3) of the Internal Revenue Code.
Section 1.3 Mission
To offer low cost hardware store resources and introductory craftsman education to home owners and young people in under-resourced areas while advocating for sustainable and environmentally responsible practices.
Section 1.4 Fiscal Year
S.C.R.E.W.S.,Inc fiscal year shall begin June 1 and end May 31.
Section 1.5 Principal Office
S.C.R.E.W.S.,Inc principal office shall be located within Leon County, Florida.
Section 1.6 Nondiscrimination
S.C.R.E.W.S.,Inc values diversity and includes all people, without regard to, race, ethnicity, age, ability, sexual orientation, gender, socioeconomic status, geography, citizenship status or religion.
ARTICLE II: MEMBERSHIP
Section 2.1 Library Participants
Section 2.2 General Membership
Section 2.3 Transferability and Termination
Section 2.4 Fees
ARTICLE III: BOARD OF DIRECTORS
Section 3.1. Number
The number of Directors, including the President, Vice President, Secretary, Treasurer, shall have up to 18, but no fewer than 3 over the age of twenty-one (21). No fewer than 50 percent of elected Board members shall be General Members, with no more than one per Household.
Section 3.2 Responsibilities
The Board of Directors shall be responsible for the proper handling of all business of S.C.R.E.W.S., including, but not limited to, establishing policies, plans, projects and reports pertaining to the operation of the S.C.R.E.W.S. The Board may make such rules, policies, and regulations covering its meetings as it may in its discretion determine necessary so long as there is no conflict with these Bylaws. It shall be the duty of the directors to:
3.2.1 Perform any and all duties imposed on them collectively or individually by
law, by the Articles of Incorporation, or by these Bylaws;
3.2.2 Appoint and remove, employ and discharge, and except as otherwise provided in these Bylaws, prescribe the duties and fix the compensation of agents and employees of the S.C.R.E.W.S.,Inc;
3.2.3 Supervise all officers, agents and employees of the S.C.R.E.W.S.,Inc to assure that their duties are performed properly;
3.2.4 Meet at such times and places as required by these Bylaws;
3.2.5 Register their addresses with the Secretary of the Corporation; notices of meetings mailed or sent electronically to such addresses shall be valid notices thereof.
3.2.6. Vice presidents are excused of any financial responsibilities and not required to participate with any handling of funds or financial planning.
Section 3.3
Methods of Director and Officer Nomination
3.3.1 Nominations for the election of the Officers and members of the Board of Directors of S.C.R.E.W.S.,Inc shall be made by the Nominating Committee. This committee will be composed of General Members of S.C.R.E.W.S.,Inc. No Officer shall serve on this committee.
3.3.2 The Nominating Committee shall seek qualified individuals willing to actively serve on the board in support of the S.C.R.E.W.S.,Inc mission. This Committee shall make public notice of board vacancies by February 15. Any Director may also add names to the list if such nomination is delivered in a timely manner.
3.3.3 Additionally, the committee shall identify qualified board members, as described in Section 4.1, willing to serve as officers.
3.3.4 The Nominating Committee will evaluate nominations delivered to it in a timely manner. The Nominating Committee shall present the Board of Directors with a list of director nominees, a list proposing one or more candidates for each open position and a list of qualified board members willing to become officers.
The list will be delivered to the Board by March 31.
3.3.5 Elections will be conducted at the April meeting of the Board of Directors.
Each Director may vote for the election of any person nominated in accordance
with this section, casting not more than one vote for any one nominee, and
voting for not more nominees than there are Directors or Officers to be elected.
3.3.6 Election shall require a majority vote of the Board of Directors.
Section
3.4 Term
The term for Directors shall begin June 1 and shall run two (2) years. One-third
the Board of Directors shall be up for election each year.
Section 3.5 Compensation
Members of the Board of Directors shall not receive any fee or salary for their
services as directors, provided, however that the board may authorize the
reimbursement of reasonable expenses incurred on behalf of the corporation.
Section 3.6 Conflict of Interest
Each Director, Officer and member of a committee with governing board
delegated powers shall annually sign the organization’s Conflict of Interest
Statement. Failure to comply by February 1 will prohibit participation in corporate
Activities.
Section 3.7 Removal
Members of the Board of Directors who miss three consecutive meetings
without cause shall be deemed to have resigned as a member of the Board of
Directors and shall cease to be a member thereof.
At the meeting following the three consecutive missed meetings, the member
may be reinstated by a majority vote of the Board of Directors at the member’s
Request.
Section 3.8 Vacancy
Whenever a vacancy occurs with respect to a director, the vacancy may be filled
by a vote of the majority of the remaining board members, but only for a term of
office continuing until the next election of directors. The process of nomination
shall follow applicable procedures described in Section 3.3 Methods of Director
and Officer Nomination.
ARTICLE IV: OFFICERS Section 4.1
Executive Officers and Qualifications
Officers of the S.C.R.E.W.S.,Inc Board of Directors shall be President, Vice President of Operations, Vice President of Logistics, Secretary and Treasurer. To be eligible to serve as Vice President, Secretary, Treasurer a nominee must have served at least one year on the Board of Directors.
Section 4.2 Responsibilities of the President
The President shall be the executive officer. The President will set the agenda
and preside over meetings of S.C.R.E.W.S.,Inc. The President works with other board
members and the CEO to establish additional working committees
in accordance with Article VI. The President will guide the committees to help
then stay on a job completion timeline. The President, with the cooperation of
the board, shall work with the CEO to ensure that S.C.R.E.W.S.,Inc fulfills the purposes described in Article I. The President shall ensure board members receive email updates on S.C.R.E.W.S.,Inc administrative and operations activities and plans.
Section 4.3 Responsibilities of the Vice President of Operations
The Vice President of Operations shall assist the President in performing his/her duties,
including presiding at meetings and carrying out all other duties of the President
in the absence of the President. The Vice President of Operations shall serve as liaison with all
members concerning interaction with the President, CEO
Section 4.4 Responsibilities of Vice President of Logistics
The Vice President Of Logistics shall meet with the board as needed to consult for decision making in lay out and planning of retail space. As well as consult, conduct any education and mentorship programs. Vice President of Logistics is to work with the board in understanding necessary supplies needed to execute events and to perform desired functions in retail space.
Section 4.5 Responsibilities of Secretary
The Secretary shall be responsible for maintaining minutes of all meetings of its
members and board of directors and, a record of all actions taken by the
members or board of directors without a meeting. If the role of secretary is vacant the president may use video conferencing to document meeting discussions and digitally store and gather minutes by recording.
Section 4.6 Responsibilities of the Treasurer
The Treasurer will oversee the keeping of accurate financial records, receive and deposit all monies in the organization’s bank account(s), pay all bills authorized by the board, submit any
reports or filings to the Internal Revenue Service, lead the finance committee in the formulation of the annual budget and report regularly to the board.
ARTICLE V: MEETINGS
Section 5.1 General Meetings of the Board
The Board of Directors shall meet quarterly.
Section 5.2 Special Meetings of the Board
Special meetings of the Board of Directors may be called at any time by the
President, or upon the request of the majority of the Board of Directors.
Section 5.3 Notice of Meetings
Notification and location of general and special meetings of the Board of
Directors meetings shall be in writing via email, with no less than five business
days’ advance notice. In unforeseen circumstances meetings may need to be called to order with limited notice.
Section 5.4 Quorum of the Board
A majority of the Board of Directors shall constitute a quorum for the transaction of business at any meeting of the Board.
Section 5.5 Majority Action as Board Action
Except as otherwise provided in these bylaws, or by law, the act of a majority of
the Board of Directors present at any meeting called in accordance with these
bylaws at which a quorum is present shall be the act of the Board of Directors.
Section 5.6 Conduct of Meetings
The President shall preside over meetings of the Board of Directors, or in
his/her absence, by the Vice President of Operations, or in the absence of both of these
persons, by a director chosen by a majority of the directors present at the
Meeting.
The Secretary shall act as Secretary of all meetings of the board, provided that,
in his/or her absence, the presiding officer shall appoint another person to act as
Secretary of the meeting. Recording by video conferencing of meetings is acceptable.
Section 5.7 Action Without a Meeting
5.7.1 Action may be taken without a meeting if the action receives majority approval by all members of the board. The action must be evidenced by vote describing the action taken and
signed by each director.
5.7.2 Notice of outcome will include the vote of each board member.
5.7.3 Consent under this section has the effect of a meeting vote and may be described as such in any document.
5.7.4 Votes to amend the Bylaws and elect or remove a director or officer are excluded from this section.
ARTICLE VI: COMMITTEES
Section 6.1 Committees
The board of directors may, by the resolution adopted by a majority of the directors then in office, designate one or more committees, each consisting of two or more directors, to serve at the pleasure of the board. Any committee, to the extent provided in the resolution of the board, shall have all the authority of the board, except that no committee, regardless of board resolution, may:
6.1.1 take any final action on matters which also requires board members’ approval or approval of a majority of all members;
6.1.2 fill vacancies on the board of directors of in any committee which has the authority of the board;
6.1.3 amend or repeal Bylaws or adopt new Bylaws;
6.1.4 amend or repeal any resolution of the board of directors which by its express terms is not so amendable or repealable;
6.1.5 appoint any other committees of the board of directors or the members of these committees;
6.1.6 expend corporate funds to support a nominee for director; or
6.1.7 approve any transaction;
(i) to which the corporation is a party and one or more directors have a material
financial interest; or
(ii) between the corporation and one or more of its directors or between the corporation or any person in which one or more of its directors have a material
financial interest.
Section 6.2 Executive Committee
The executive committee shall consist of the President, Vice President, Treasurer and Secretary of S.C.R.E.W.S.,Inc.
Section 6.3 Standing Committees
Standing committees will be as follows: Executive, Finance, Fundraising, Governance and Nominating.
Section 6.4 Ad Hoc and Special Committees
The Board of Directors may from time to time, by resolution adopted by a majority of directors, establish ad hoc and/or special committees to serve at the discretion of the board as may be deemed necessary.
Section 6.5 Minutes
Minutes shall be kept of each meeting of any committee and shall be filed with the corporate
records. The board of directors may adopt rules for the governing of the committee not inconsistent with the provision of these Bylaws.
ARTICLE VII: TRANSPARENCY AND ACCOUNTABILITY
Section 7.1Meetings
All board deliberations shall be open to the public except where the board passes a motion to make any specific portion confidential.
Section 7.2 Minutes
All board minutes shall be open to the public once accepted by the board and at request, except where the board passes a motion to make any specific portion confidential.
Section 7.3 Materials
All papers and materials considered by the board shall be open to the public following the meeting at which they are considered, except where the board passes a motion to make any specific paper or material confidential.
ARTICLE VIII: FINANCES
Section 8.1 Execution of Instruments
Unless otherwise authorized by the Board of Directors, approved contracts and other instruments, shall be executed on behalf of S.C.R.E.W.S.,Inc by the President or the CEO. Unless so authorized, no officer, agent or employee shall have any power or authority to bind the S.C.R.E.W.S.,Inc by any contract or engagement or to pledge its credit or to render it liable monetarily for any purpose or in any Amount.
Section 8.2 Checks and Notes
Unless otherwise authorized by the Board of Directors, or as otherwise required
by law, check, drafts, promissory notes, orders for the payment of money and
other evidence of indebtedness in excess of $50 of the S.C.R.E.W.S.,Inc require written
authorization by the President or Treasurer. Payments in excess of $2,500 must
be signed by the Treasurer. Payments made out to cash, or to the signatory, are
Prohibited.
Section 8.3 Bank Account(s)
At the direction of the Treasurer, checking and/or interest bearing account shall
be set up to the best advantage of S.C.R.E.W.S.,Inc, for the deposit of fees and other monies.
Section 8.4 Deposits
All funds of the S.C.R.E.W.S.,Inc shall be deposited from time to time to the credit of the
organization in such banks, or other depositories as the Board of Directors may
Select.
Section 8.5 Gifts
The Board of Directors may accept on behalf of S.C.R.E.W.S.,Inc any contribution or
bequest for the nonprofit purposes of this corporation.
Section 8.6 Budget
The executive committee will develop a budget that will be submitted to the Board of Directors for their approval. This budget must be approved by the Board of Directors annually.
Section 8.7 Endowment
A portion, $5.00, of all memberships will be contributed to the S.C.R.E.W.S.,Inc endowment fund by the CEO. If a surplus in funds occurs at the end of the fiscal year, the Board of Directors will agree upon a percentage of said surplus to be contributed to the S.C.R.E.W.S.,Inc endowment fund within six months of the end of fiscal year.
ARTICLE IX: CEO AND STAFF
Section 9.1 CEO
The CEO is hired by the board. The CEO has day-to-day responsibilities for the organization, including carrying out the organization’s goals and policies. The CEO 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. The board can designate other duties as necessary
ARTICLE X: MISCELLANEOUS
Section 10.1 Amendment of Bylaws by Supermajority Vote
S.C.R.E.W.S.,Inc bylaws may be amended by a 2/3 majority of the Board of Directors
provided that written notice has been given to all directors of the proposed
amendments at least five business days in advance.