NYRA Noth Dakota Bylaws

BYLAWS OF THE NATIONAL YOUTH RIGHTS ASSOCIATION, NORTH DAKOTA CHAPTER
Approved August 8, 2002

CONDITIONS OF MEMBERSHIP

Individuals may become members in the organization by giving written notice to the secretary of this corporation.
All members of this corporation must also be members of the Maryland corporation National Youth Rights Association Inc. To fulfill this requirement, the secretary of this corporation shall forward all new membership data to the appropriate officer at the Maryland corporation National Youth Rights Association Inc.
Membership in the corporation shall be limited to persons interested in furthering the objectives of the corporation. Other applicants shall be denied by the Board of Directors. Membership may be suspended or revoked by the Board for non-compliance with the rules and regulations. Membership shall not be denied based solely on age, gender, race, ethnicity, religion, economic or social standing, or sexual orientation.
The corporation may charge reasonable membership fees or dues to cover the various expenses it may incur.
Any member may withdraw from the corporation by delivering to the secretary of the corporation a written resignation.
Any member may be required to resign by a vote of three-quarters (3/4) of the members at any general meeting.
BOARD OF DIRECTORS
The property and business of the corporation shall be managed by a board of a minimum of three (3) directors to a maximum of ten (10) directors of whom three (3) shall constitute a quorum. Directors must be members that may legally assume an officer position in a corporation in the state of North Dakota.
The Directors shall be elected annually from willing and eligible members at the last general meeting before the new school year, or the first general meeting in the month of July, whichever comes first; they shall serve for a term of one year.
The Board of Directors may be dissolved and new elections held at the next general meeting or in a special election if resolved by unanimous resolution of the board.
The office of director shall be automatically vacated:

a. if a director has resigned their office by delivering a written resignation to the secretary of the corporation;
b. if at a general meeting of members, a resolution is passed by two-thirds (2/3) of the members present (including absentee votes) at the meeting that a director be removed from office;
c. on death;
d. if a director misses all meetings of the board of directors, either in person or by other accepted communications facilities, for a period of four consecutive months or four consecutive meetings, whichever time period is longer.

Any vacancy on the board may be filled by appointment by a two-thirds majority vote of the board of directors until the next general meeting. At that time, the members shall elect a director to fill for the remainder of the term.
Meetings of the board of directors may be held at any time and place to be determined by the directors provided that 48 hours notice of such meeting shall be given, other than by mail, to each director. Notice by mail shall be sent by regular mail 14 days prior or electronic mail at least 7 days prior to the meeting. There shall be at least one (1) meeting per year of the board of directors. No error or omission in giving notice of any meeting of the board of directors or any adjourned meeting of the board of directors of the corporation shall invalidate such meeting or make void any proceedings taken thereat and any director may at any time waive notice of any such meeting and may ratify, approve and confirm any or all proceedings taken or had thereat. Each director is authorized to exercise one (1) vote. If all the directors of the corporation consent thereto generally or in respect of a particular meeting, a director may participate in a meeting of the board or of a committee of the board by means of such conference telephone or other communications facilities as permit all persons participating in the meeting to communicate with each other, and a director participating in such a meeting by such means is deemed to be present at the meeting. A director, or a group of directors, may send a signed declaration to the board of directors prior to their meeting to cast their vote on a resolution. If the declaration is received after the meeting, the postmark on the envelope shall validate whether of not it was filed on time. Postmarks on the date of the meeting shall be deemed valid.
The directors shall serve as such without remuneration and no director shall directly or indirectly receive any profit from a director position as such; except that a director may be paid reasonable expenses incurred by them in the performance of their duties. Nothing herein contained shall be construed to preclude any director from serving the corporation as an officer or in any other capacity and receiving compensation therefore.
Retiring directors shall remain in office until the dissolution or adjournment of the meeting at which their retirement is accepted.
All resolutions of the Board of Directors are subject to the review of the general membership. If a majority of members present (including absentee votes) at a general meeting vote to overturn a resolution of the Board of Directors, the resolution shall be immediately overturned, but not annulled.
The organization shall put forth its positions on issues of public policy in documents called position papers. Position papers may only be adopted or amended by an affirmative vote of at least two-thirds (2/3) of the directors present (including absentee votes) at a meeting of the board of directors, or two-thirds (2/3) of the members present (including absentee votes) at a general meeting. This does not preclude the organization from voicing opinions on specific pieces of legislation or controversies, provided that such statements do not conflict with the position papers.
Every act or decision done or made by a majority of the directors present (including absentee votes) at a meeting duly held at which a quorum is present is the act of the board of directors, unless the Articles of Incorporation, these Bylaws, or provisions of law require a greater percentage or different voting rules for approval of a matter by the board.
INDEMNITIES TO DIRECTORS AND OTHERS
Every director or officer of the corporation or other person who has undertaken or is about to undertake any liability on behalf of the corporation or any company controlled by it and their heirs, executors and administrators, and estate and effects, respectively, shall from time to time and at all times, be indemnified and saved harmless out of the funds of the corporation, from and against:

a. all costs, charges and expenses which such director, officer or other person sustains or incurs in or about any action, suit or proceedings which is brought, commenced or prosecuted against them, or in respect of any act, deed, matter of thing whatsoever, made, done or permitted by them, in or about the execution of the duties of their office or in respect of any such liability;
b. all other costs, charges and expenses which they sustain or incur in or about or in relation to the affairs thereof, except such costs, charges or expenses as are occasioned by their own willful neglect or default.

POWERS OF DIRECTORS

The directors of the corporation may administer the affairs of the corporation in all things and make or cause to be made for the corporation, in its name, any kind of contract which the corporation may lawfully enter into and, save as hereinafter provided, generally, may exercise all such other powers and do all such other acts and things as the corporation is by its charter or otherwise authorized to exercise and do.
The directors shall have power to authorize expenditures on behalf of the corporation from time to time and may delegate by resolution to an officer or officers or executive committee of the corporation the right to employ and pay salaries to employees. The directors shall have the power to enter into a trust arrangement with a trust company for the purpose of creating a trust fund in which the capital and interest may be made available for the benefit of promoting the interest of the corporation in accordance with such terms as the board of directors may prescribe.
The board of directors shall take such steps as they may deem requisite to enable the corporation to acquire, accept, solicit or receive legacies, gifts, grants, settlements, bequests, endowments and donations of any kind whatsoever for the purpose of furthering the objects of the corporation.
EMPLOYEES, AGENTS, and COMMITTEES
The board of directors may appoint such agents and engage such employees as it shall deem necessary from time to time and such persons shall have such authority and shall perform such duties as shall be prescribed by the board of directors at the time of such appointment. An employee or agent is subject to termination by resolution of the board of directors at any time. No position shall be maintained for more than one year unless the position has been called for in the bylaws.
The board of directors may appoint committees whose members will hold their offices at the will of the board of directors. The directors shall determine the duties of such committees.
The board of directors may fix a reasonable remuneration for all officers, agents, employees and committee members by resolution.
The financial consultant shall have the custody of the funds and securities of the corporation and shall keep full and accurate accounts of all assets, liabilities, receipts and disbursements of the corporation in the books belonging to the corporation and shall deposit all monies, securities and other valuable effects in the name and to the credit of the corporation in such chartered credit union, bank or trust company, or, in the case of securities, with such registered dealer in securities as may be designated by the board of directors from time to time. The financial consultant shall disburse the funds of the corporation as may be directed by proper authority taking proper vouchers for such disbursements, and shall render to the president and directors at the regular meeting of the board of directors, or whenever they may require it, an accounting of all the transactions and a statement of the financial position, of the corporation. The financial consultant shall also perform such other duties as may from time to time be directed by the board of directors.
The Board of Directors shall appoint a fundraising committee from the general membership to manage the fundraising activities of the organization. The financial consultant shall chair meetings of the fundraising committee and shall report on its meetings, findings, and activities.
The Board of Directors shall appoint an action committee from the general membership to look into activities the organization should undertake to advance the its goals in the community. The action committee shall manage the Internet activities of the organization, and appoint a webmaster to maintain its website. The action committee shall also organize non-meeting events sanctioned by the board of directors.
The Board of Directors shall appoint an activities consultant to chair meetings of the action committee and report to the board of directors on its meetings, findings, and activities.
OFFICERS
The officers of the corporation shall be a president, vice-president, secretary and any such other officers as the board of directors may by bylaw determine. The same person may hold more than one office. Officers must be members and legally able to serve as officers in a corporation in the state of North Dakota. The President and Vice-President must be directors.
Officers shall be appointed by the board of directors at the first meeting of the board after their election.
The officers of the corporation shall hold office for one year from the date of appointment or until their successors are elected or appointed in their stead. Officers shall be subject to removal by resolution of the board of directors at any time.
DUTIES OF OFFICERS
The President shall be the chief executive officer of the corporation. The president shall chair at all meetings of the corporation and of the board of directors. The president shall have the general and active management of the affairs of the corporation. The president shall see that all orders and resolutions of the board of directors are carried into effect, and may perform other duties as the board of directors directs.
The Vice-President, shall, in the absence or disability of the president, perform the duties and exercise the powers of the president and shall perform such other duties as shall from time to time be imposed upon him or her by the president or the board of directors.
The Secretary may be empowered by the board of directors, upon resolution of the board of directors, to carry out the affairs of the corporation generally under the supervision of the officers thereof and shall attend all meetings and act as clerk thereof and record all votes and minutes of all proceedings in the books to be kept for that purpose. The secretary shall give or cause to be given notice of all meetings of the members and of the board of directors, all shall perform such other duties as may be prescribed by the board of directors or president, under whose supervision the secretary shall be. The secretary is responsible for keeping track of all membership data, including the payment of dues, local and national.
The duties of all other officers of the corporation shall be such as the terms of their engagement call for or the board of directors requires of them.
EXECUTION OF DOCUMENTS
Contracts, documents, or any instruments in writing requiring the signature of the corporation shall be signed by any two officers and all contracts, documents and instruments in writing so signed shall be binding upon the corporation without any further authorization or formality. The directors shall have power from time to time by resolution to appoint an officer or officers on behalf of the corporation to sign specific contracts, documents and instruments in writing. The directors may give the corporation's power of attorney to any registered dealer in securities for the purposes of the transferring and dealing with any stocks, bonds, and other securities of the corporation.
MEETINGS
General meetings of this corporation shall be held at such time that the board of directors designates. Members must be notified by regular mail posted at least 14 days in advance, by electronic mail 7 days in advance, or by other means such as telephone 48 hours in advance.
During every general meeting, in addition to any other business that may be transacted, the report of the directors and financial statements shall be presented. The members may consider and transact any business either special or general during any meeting of the members.
Members unable to attend a meeting may mail a signed declaration to the secretary of the corporation with their vote. The envelope must be postmarked on the day of the meeting or on a day prior to the meeting. Absentee votes may also be sent by electronic mail provided full contact information is included in the e-mail. In case of multiple votes from the same person, all votes cast by that person shall be ignored.
Members wishing to have special business transacted at a general meeting shall present the business and supporting information, at the meeting or submit the proposal to the board of directors prior to a meeting, so the board of directors so that it may be added to the agenda or ballot, whatever the case may be. Special business may include:

a) motions requiring the resignation of a member
(ref. Bylaw 6, requires 3/4 of votes);
b) motions requiring the resignation of a director
(ref. Bylaw 10b, requires 2/3 of votes);
c) amendment of Bylaws
(ref. Bylaw 44, requires 2/3 of votes)
d) motions recommending rules and regulations
(ref. Bylaw 46, requires majority of votes).

No error or omission in giving notice of any annual or general meeting or any adjourned meeting, whether annual or general, of the members of the corporation shall invalidate such meeting or make void any proceedings taken thereat and any member may at any time waive notice of any such meeting and may ratify, approve and confirm any or all proceedings taken or had thereat. For purpose of sending notice to any member, director or officer for any meeting or otherwise, the address of the member, director or officer shall be his last address recorded on the books of the corporation.
VOTING OF MEMBERS
At all meetings of members of the corporation, every question shall be determined by a majority of votes unless otherwise specifically provided by statue or by these bylaws.
FINANCIAL YEAR
Unless otherwise ordered by the board of directors, the fiscal year-end of the corporation shall be December 31.
AMENDMENT OF BYLAWS
The bylaws of the corporation not embodied in the Articles of Incorporation may be repealed or amended by a bylaw enacted by a majority of the directors at a meeting of the board of directors and sanctioned by the members at the next annual or special general meeting, or by an affirmative vote of at least two-thirds (2/3) of the members at an annual or special general meeting.
BOOKS AND RECORDS
The directors shall see that all necessary books and records of the corporation required by the bylaws of the corporation or by any applicable statute or law are regularly and properly kept. Nondisclosure agreements shall be required to view private financial information such as individual contribution records. The president, financial consultant, fundraising committee, and any official financial consultant appointees will have access to all financial records without restriction provided they have agreed to the terms of the nondisclosure agreement. Directors may have access to individual contribution records provided

(a) they have signed a nondisclosure agreement and
(b) they have a documented reason for viewing each contribution record.

RULES AND REGULATIONS

The board of directors may prescribe such rules and regulations not inconsistent with these bylaws relating to the management and operation of the corporation as they deem expedient, provided that such rules and regulations shall have force and effect only until the next annual meeting of the members of the corporation when they shall be confirmed, and failing such confirmation at such annual meeting of members, shall at and from that time cease to have any force and effect.
INTERPRETATION
In these bylaws and in all other bylaws of the corporation hereafter passed unless the context otherwise requires, words, importing the singular number or the masculine gender shall include the plural number or the feminine gender, as the case may be, and vice versa, and references to persons shall include firms and corporations.
LOCAL CHAPTERS
Local Chapters of this organization may be formed in other cities in the state of North Dakota. Anyone wishing to do so must contact the president of the corporation and will receive assistance in forming such a group that the board of directors deems acceptable.
Local chapters shall elect a president and secretary. The president of a local chapter must be legally able to serve as an officer of a corporation in the state of North Dakota.
The president of a local chapter shall be empowered to conduct business in the name of the corporation provided the scope of such business is directly related to the work of the local chapter. The president of the local chapter is required to report monthly to the President of the corporation on the local chapter's activities including all business transactions, and must give one week's to the President of the corporation notice before any planned fundraiser.
The secretary of the local chapter must keep minutes of all local chapter meetings, and must send a copy of them to the Secretary of the corporation as soon as possible afterward. The secretary must also keep track of membership data and forward it to the state organization.
Members in a local chapter, as members of the state organization, shall have full rights to vote for the board of directors by absentee ballot as described in the elections section of these bylaws, or in person at the election meeting.
These bylaws shall be amended to assure fairness in elections of the board of directors when a local chapter is actually started in another city in North Dakota.