Ecovillage Education Institute Inc.
ARTICLE I – NAME AND LOCATION OF CORPORATION
Section 1. The name of this corporation is Ecovillage Education Institute, Inc. Its principal office is located in Charlottesville, Virginia at 480 Rio Road East, Charlottesville, VA, 22901
ARTICLE II – PURPOSE
Section 1. The purpose of this corporation is to further the development of communities working to demonstrate and educate the public on environmental issues, economic and social justice, and cooperative lifestyles and organizations. The Corporation shall have the power to carry on any business (not prohibited by law) as set forth and amended from time to time by the Board of Directors (the “Board”).
ARTICLE III – MEMBERSHIP
Section 1. Eligibility: Any individual approved by the Board shall be eligible for membership provided that he or she meets the criteria as set forth from time to time by the Board.
Section 2. Types of Memberships: Different types of membership, with different privileges and responsibilities, may be determined by the Board in accord with criteria as set forth from time to time by the Board.
Section 3. Application for Membership: The process for applying for membership will be determined by the Board after the types of membership have been determined in accord with criteria as set forth from time to time by the Board.
ARTICLE IV — MEETING OF MEMBERS
Section 1. Meetings: Annual and special meetings of the members shall be held at times and places convenient to members as set forth by the Board.
Section 2. Powers and Duties: The Board will develop policies setting forth how the Membership makes decisions, and delineating the division of power and responsibilities between the Board and the Membership. These policies will be incorporated in these Bylaws.
ARTICLE V – DIRECTORS
Section 1. Number: The affairs of the Corporation shall be governed by a Board of Directors (the “Board”) composed of at least two individuals.
Section 2. Powers and Duties: The Board shall have the powers and duties necessary for the administration of the affairs of the Corporation and may do all such acts and things as are appropriate for Directors of a non-stock corporation and which further the vision, mission, goals, and objectives as set forth from time to time.
Section 3. Election and Term of Office: The Directors shall elect the members of the Board unless and until this power is given to the membership. Each term of office shall be for a period of up to three years set so as to ensure that the terms of no more than 1/2 of the Directors expire in any one year. If enough Directors do not volunteer to have their terms be less than three years in order to meet the 1/2 criteria, then terms will be decided by lot.
Section 4. Decision Making: Decisions of the Board, except in circumstances specified below, will be made by unanimous consent of the Directors present at a Board meeting held in accordance with Sections 7 through 10 below. (See Article V, Section 5, “Removal of Directors”, Article VI, Section 3, “Removal of Officers”, and Article VII, Section 1 “Amendments”, for the exceptions.) The Board will establish protocols and procedures for meetings and decision-making, including the possibility of rotating facilitation or outside facilitation, and engaging in trainings in consent-based decision-making.
Section 5. Removal of Directors: At any regular or special meeting of the Board, any one of the Directors may be removed at any time in accordance with a process defined by the Board by consent of all of the Directors other than the Director whose removal is proposed at a meeting at which a quorum of the Directors is present (not counting as present the Director whose removal is proposed). Any Director whose removal has been proposed shall be given an opportunity to be heard at the meeting.
Section 6. Compensation: No compensation shall be paid· to Directors for their services as Directors. No payment, gift or other form of generosity shall be paid or given to a Director for service performed by him or her for the Corporation in any other capacity, unless a resolution authorizing such remuneration shall have been adopted by the Board before the services are undertaken.
Section 7. Regular Meeting of the Board: Regular meetings of the Board may be held at such time and place as shall be determined, from time to time, by the Directors, but at least two such meetings shall be held during each fiscal year. Notice of regular meetings of the Board shall be given to each Director, in writing by mail, e-mail, or by hand delivery, at least ten (10) days prior to the day named for such meeting. However, if the Regular Meetings of the Board are consistently held on the same day or days of each month, written notice of the regular meeting of the Board shall not be required.
Section 8. Special Meetings: Special meetings of the Board may be called by the any Director on ten (10) days notice to each Director, given in writing by mail, e-mail, or hand delivery , which notice shall state the time, place (as hereinabove provided) and purpose of the meeting. Special meetings of the Board shall be called by any Director in like manner and or like notice.
Section 9. Waiver of Notice: Before or at any meeting of the Board, any Director may, in writing, waive notice of such meeting and such waiver shall be deemed equivalent to the giving of such notice. Attendance by a Director at any meeting of the Board shall be a waiver of notice by him or her of the time and place thereof. If all of the Directors are present at any meeting of the Board, no notice shall be required and any business may be transacted at such meeting.
Section 10. Quorum: At all meetings of the Board, a majority of the Directors shall constitute a quorum for the transaction of business, and the acts of the majority of the Directors present at a meeting at which a quorum is present shall be the acts of the Board of Directors.
ARTICLE VI – OFFICERS
Section 1. Designation. The principal officers of the Corporation shall be a President and a Treasurer, both of whom shall be elected by and from the Board of Directors. The Directors may appoint such other officers as in their judgment may be necessary.
Section 2. Election of Officers. The officers of the Corporation shall be elected by the Board at the organization meeting of each new Board and shall hold office for a term of three years. Officers may be re-elected.
Section 3. Removal of Officers. At any regular or special meeting of the Board, any one of the Officers may be removed by consent of at least all but one of the of the of the Directors other than the Officer whose removal is proposed at a meeting at which a quorum of the Directors is present (not counting as present the Officer whose removal is proposed) . Any Officer whose removal has been proposed shall be given an opportunity to be heard at the meeting.
Section 4. President. The President shall have such powers as shall be approved by the Board from time to time.
Section 5. Treasurer. The Treasurer shall have the general responsibility for overseeing Corporate funds and securities belonging to the Corporation. He or she shall be responsible to oversee the deposit of all monies, the payment of all liabilities and other valuable effects in the name, and to the credit of the Corporation in such depositories as may from time to time be designated by the Board. The Treasurer shall receive all monthly bank statements, reviewing same, and forward a copy of each bank statement to each of the remaining members of the Board as shall be determined by the Board.
ARTICLE VII – AMENDMENTS
Section 1. Amendments. Amendments may be made by 2/3 vote of the Directors as constituted at that time (rounded, i.e., 3 of 4 Directors, 3 of 5 Directors, 4 of 6 Directors, 5 of 7 Directors, 5 of 8 Directors, 6 of 9 Directors, 7 of 10 Directors, or 7 of 11 Directors). A statement of any proposed amendment shall accompany the notice of any regular or special meeting at which such proposed amendment shall be voted upon. (NOTE: The 2/3 vote (rounded) is 2/3 of the Directors as constituted at the time, not 2/3 of a Quorum.)
ARTICLE IX – FISCAL MANAGEMENT
Section 1. Fiscal Year. The fiscal year of the Corporation shall begin at the date of incorporation and end as of December 31.The commencement date of the fiscal year herein established shall be subject to change by the Board should corporate practice subsequently dictate.
Section 2. Books and Accounts. Books and accounts of the Corporation shall be kept under the direction of the Treasurer and in accordance with the Uniform System of Accounts.
Section 3. Inspection of Books. The annual financial report shall be available at the principal office of the Corporation for inspection at reasonable times by any member.
Section 4. Execution of Corporation Documents. With the prior authorization of the Board, contracts may be executed on behalf of the Corporation by any officer of the Corporation. The Board, may further, at its sole discretion, authorize an employee and/or Management Agent to execute the aforementioned contracts on behalf of the Corporation.