Constitution and Bylaws of:

Article One

A)      The Official name of the Corporation will be:

Community Advancement Network, Inc.

Article Two

Mission of the Organization

            A)        Conservation and Preservation: Providing a place for Botanicals/flora and fauna/animals from around the nation and around the world to flourish and be protected from human mishandling and natural environmental factors.

            B)        Education: Giving the general public the access to learning about the various botanicals/flora and Fauna/animals from around the nation and around the world. Stressing the need to preserve and protect the lifecycle and habitats of each.

            C)        Educating the general public about self-sustainability when food products are grown and preserved properly. 

            D)        Educating the public on the nutritional value and health benefits of fresh fruits and vegetables along with the daily need to keep one healthy and nutritionally sound.

            Specializing in the education of hydroponics, (growing without the use of soil.)

            Hosting tours and individual walking paths through the gardens and farms.

            E)        Community Welfare:  providing land and volunteer support to low income seniors and families who are unable to provide themselves with the means of growing fresh fruit and vegetables. 

                    1)       Once the gardens and farms are up and running the organization will host a farmers/flea market for public access to fresh fruits and vegetables.

                        2)         Once the gardens and farms are up and running the corporation will host a youth camp program during the summer consisting of an eight to ten week program and throughout the year on a weekend and school holiday schedule where time and space do permit. Providing a safe alternative to the streets.  Providing an atmosphere of acceptability and fostering learning.  Training young people to excel in their community and in their own self esteem. See Youth Advancement Network handbook for more of an in depth outline of programs and guidelines.

Article Three

Membership

A)        The board of directors shall be the sole voting members of the corporation and shall have all the rights and duties afforded in them by law, the articles of incorporation, and these bylaws.

 B)       The corporation shall invite all who are interested in becoming non voting members (Friends) to register with the organization by providing their contact information.  This list will never be sold or used for anything other than the corporate business. 

C)        Any person(s) under the age of 18 will be eligible for junior membership.

Article Four

Board of Directors

A)        General Powers:        All powers of the corporation shall be invested in the board of directors.  The board shall manage and control the affairs of this corporation.

B)        Number of directors:    From time to time the board of directors may increase or decrease the number of directors; in no event will the corporation have less than five (5) directors and no more than twenty (20).  Directors shall serve for a term of one year and be reelected to an unlimited number of terms.

C)        Manner of election:  At least seven (7) days prior to each bimonthly meeting of the board of directors, the nomination committee of the board shall summit to each director then in good standing a list of persons nominated for election as directors.  Nominations may also be made from the floor of the bimonthly board meeting.  Each director is entitled to one vote for each vacancy on the board, but no director shall cast more than one vote for the same nominee.  The president then shall report the results of the election to the board.

D)        Vacancy:  Any vacancy occurring on the board, whether occasioned by the death, resignation, or removal of a director or the increase in number of directors or for any other reason, may be filled by an affirmation vote of the majority of the directors remaining in office.  A director elected to fill a vacancy shall hold office only until the next bimonthly board meeting where they shall be voted on according with the rules set forth by these bylaws. 

E)        Resignation; removal:  Any director may resign from the board at any time by giving written notice thereof to the president or the secretary.  Any director shall be removed for good cause shown by a majority vote of the board. Failure to attend three consecutive meetings of the board, without prior written notification containing sufficient excuse thereof, shall constitute prima facie evidence of good cause for removal.  The board may provide by appropriate resolution that the violation of any rule or regulation of this corporation shall constitute good cause for removal. 

F)        Compensation: Reimbursement of expenses:  Directors shall serve without compensation but may be reimbursed for any expenses incurred and authorized by the president or the board as reasonable and necessary for the purpose of the corporation.  Nothing herein contained shall be construed to preclude any director from serving the corporation in any other capacity and receiving reasonable compensation therefore as fixed by resolution of the board.  

Article Five

Meetings of Directors

A)        Monthly meeting:      The monthly meeting of the board of directors shall be held on the third Saturday of every month, or at any time as the board shall designate, for the purpose of electing officers and directors of the corporation and transacting such other business as may properly be brought before the meeting.

 B)       Regular meetings:  the time and place of all regular meeting of the board shall be designated by the president.

C)        Special meetings:  Special meetings of the board shall be called by the president upon receipt of the written request of more than 75 percent of the members of the board.  The president shall also call special meetings upon his own initiative. 

D)        Notice of meetings:  Notice of the time and place of meetings of the board shall be mailed to each director at least 30 days but no more than 45 days prior to that meeting.

E)        Quorum and voting:   At all meetings of the board, the presence of at least 75 percent shall constitute a quorum for the transaction of business.  Each director shall have one vote on every issue submitted to a vote of the board.  The act of the majority of the directors present at the meeting at which a quorum is present shall be the act of the board, unless otherwise noted within these bylaws. 

At all meetings, except for the election of officers and directors, all votes shall be by voice.  For election of officers, ballots shall be provided and there shall not appear any place on such ballot that might tend to indicate the person who cast such ballot.

            At any regular or special meeting, if a majority so requires, any question may be voted upon in the manner and style provided for election of officers and directors.

At all votes by ballot the chairman of such meeting shall, prior to the commencement of balloting, appoint a committee of three who shall act as "Inspectors of Election" and who shall, at the conclusion of such balloting, certify in writing to the Chairman the results and the certified copy shall be physically affixed in the minute book to the minutes of that meeting.

            No inspector of election shall be a candidate for office or shall be personally interested in the question voted upon.

            For purposes of this provision, the term "interest" shall include personal interest, interest as director, officer, member, stockholder, shareholder, partner, manager, trustee or beneficiary of any concern and having an immediate family member who holds such an interest in any concern. The term "concern" shall mean any corporation, association, trust, partnership, limited liability entity, firm, person or other entity other than the organization.

No director or officer of the organization shall be disqualified from holding any office in the organization by reason of any interest in any concern. A director or officer of the organization shall not be disqualified from dealing, either as vendor, purchaser or otherwise, or contracting or entering into any other transaction with the organization or with any entity of which the organization is an affiliate. No transaction of the organization shall be voidable by reason of the fact that any director or officer of the organization has an interest in the concern with which such transaction is entered into, provided:

1. The interest of such officer or director is fully disclosed to the board of directors.

2. Such transaction is duly approved by the board of directors not so interested or connected as being in the best interests of the organization.

3. Payments to the interested officer or director are reasonable and do not exceed fair market value.

4. No interested officer or director may vote or lobby on the matter or be counted in determining the existence of a quorum at the meeting at which such transaction may be authorized.

The minutes of meetings at which such votes are taken shall record such disclosure, abstention, and rationale for approval.

F)                                  Action without a meeting:  Any action required or permitted to be taken at any meeting of the board may be taken without a meeting if consent in writing, setting forth the action to be taken, shall be signed by all the members of the board.

All meetings will be conducted within Robert’s Rules of Order guidelines.

Article Six

Officers

A)        Titles: The officers of the corporation shall be a president, a vice president, a secretary, and a treasurer, and any other officers as may from time to time be prescribed by the board.

B)        Election and terms: all officers of the corporation shall be elected by a majority vote of the members of the board at its January meeting.  The officers shall be elected from among the members of the board and shall hold office until the next January meeting, subject to removal or resignation prior thereto. Each officer may be reelected to an unlimited number of consecutive terms.

C)        Resignation, Removal, and Vacancy:  Any officer may resign office at any time by giving written notice to the president or the secretary.  Any officer may be removed, for good cause shown, by a majority vote of the members of the board.  Any vacancy occurring in an office by reason of resignation, removal, or the creation of a new office may be filled for the unexpired term thereof by a majority vote of the members of the board.

D)        President: Subject only to the board, the president shall supervise and control the management of the corporation.  The president shall serve as chairperson of the board and shall preside at all meetings thereof.  He/She may enter into all contracts and agreements in the name of the corporation, subject to such limitations as the board by resolution may prescribe. 

E)        Vice-President: The vice president shall exercise the powers of the president in the event of the president’s absence or inability to perform. The vice president shall also have such powers and duties as may be prescribed by the board.

F)        Secretary: The secretary shall keep accurate records of all the meetings of the board.  He/She shall keep a record of the names and addresses of all members of the board of directors and have charge of all corporate books, records and the corporate seal.  The secretary shall perform all other duties incident to the office of the secretary. The secretary office will hold a seal of public notary.

G)       Treasurer: the treasurer shall have custody of all funds and securities belonging to the corporation and shall receive, deposit, or disburse the same under the direction of the board: provided, however, that the board may appoint a custodian or depository for any such funds or securities.  The board may designate those persons upon which signature or authority such funds may be disbursed or transferred.  The treasurer shall perform all other duties incident to the office of treasurer.

Article Seven

Order of Business

A)        All monthly meetings shall be handled in order as listed below:

1)     Roll call

2)     Reading of the minutes of the preceding meeting.

3)     Reports of any committees.

4)     Reports of officers.

5)     Old and unfinished business.

6)     New business.

7)     Adjournment.

Article Eight

Salaries

            A)        The board of directors shall hire and fix the compensation of any and all employees which they in their discretion may determine to be necessary for the conduct of the business of the organization.

            B)        All members of the Board of Directors and the officers there within, will serve without financial support, other than any reimbursements notwithstanding, the members of the BOD may be appointed to other offices within the organization that may require financial support. 

Article Nine

Committees

            A)        All committees of this organization shall be appointed by the board of directors and their term of office shall be a period of one year or less as determined by the board. Some committees will be formed only when necessary and deemed appropriate by the board of directors.

Fundraising Committee

• To work with staff to establish a fundraising plan that incorporates a series of appropriate vehicles, such as special events, direct mail, product sales, etc.
• To work with fundraising staff in their efforts to raise money
• To take the lead in certain types of outreach efforts, such as chairing a dinner/dance committee or hosting fundraising parties, etc.
• To be responsible for involvement of all board members in fundraising,
• To monitor fundraising efforts to be sure that ethical practices are in place, that donors are acknowledged appropriately, and that fundraising efforts are cost-effective.

Finance Committee

The Finance Committee (often called the Budget and Finance Committee) tasks are:

• To review budgets initially prepared by staff, to help develop appropriate procedures for budget preparations (such as meaningful involvement by program directors), and on a consistency between the budget and the organization's plans
• To report to the board any financial irregularities, concerns, opportunities
• To recommend financial guidelines to the board (such as to establish a reserve fund or to obtain a line of credit for a specified amount)
• To work with staff to design financial reports and ensure that reports are accurate and timely
• To oversee short and long-term investments, unless there is a separate investments sub-committee
• To recommend selection of the auditor and work with the auditor, unless there is a separate audit sub-committee, and
• To advise the executive director and other appropriate staff on financial priorities and information systems, depending on committee member expertise.

Board Development Committee (Nominating Committee)

• To prepare priorities for board composition
• To meet with prospective board members and recommend candidates to the board
• To recommend a slate of officers to the board
• To conduct orientation sessions for new board members and to organize training sessions for the entire board, and

To suggest new, non-board individuals for committee membership

Program Committee

• To oversee new program development, and to monitor and assess existing programs
• To initiate and guide program evaluations, and
• To facilitate discussions about program priorities for the agency.

Executive Committee

Sometimes an organization with a large board forms an Executive Committee, which is a smaller group that meets more frequently than the full board. Some Executive Committees are comprised of the board officers; others include committee chairs; and some choose other configurations, such as the board officers and the Fundraising Committee chair. A risk with Executive Committees is that they may take over decision-making for the board, and other board members will feel they are only there to rubber stamp decisions made by the Executive Committee.

Audit Committee

The role of the Audit Committee encompasses interviewing auditors, reviewing bids, recommending selection of an auditor to the board, receiving the auditor's report, meeting with the auditor, and responding to the auditor's recommendations. For many organizations, the annual audit is the only time the organization's financial systems are reviewed by an independent outsider, and as a result the auditor's report is an important mechanism for the board to obtain independent information about the organization's activities. On smaller boards, the functions of the Audit Committee are managed by the Finance Committee.

Personnel Committee

The functions of the Personnel Committee include drafting and/or revising personnel policies for board approval, reviewing job descriptions, establishing a salary structure, and annually reviewing staff salaries, and reviewing the benefits package. In some organizations the board's Personnel Committee also acts as a grievance board for employee complaints. Because difficulties can arise if many less serious complaints are brought directly to the board rather than to the staff person's supervisor, it is preferable for the personnel committee to act only on formal written grievances against the executive director or when an employee formally appeals a decision by the executive director to the board.

Special Event Committee:

 To coordinate the board's assignments on a particular event, such as an annual dinner

Planning Committee:

To lead a strategic planning endeavor (the planning committee may consist of both board and staff members).

Special Issue Committee:

To investigate an unusual problem or opportunity, such as negative publicity in the newspaper, deep staff resentment against the executive director, an unusual grant opportunity or a possible joint project with another organization, setting up a Special Issue Committee to research the situation and report back to the board ensures that decisions are based on adequate information

Evaluation

Ensures sound evaluation of products/services/programs, including, e.g., outcomes, goals, data, analysis and resulting adjustments

Article Ten

Miscellaneous provisions

            A)        Corporate Seal: The board shall adopt and maintain a corporate seal in the form required by law.

            B)        Fiscal Year: The fiscal year of the corporation shall be as determined by the board by appropriate resolution and may be changes from time to time by the board, subject to the provisions of applicable federal and state law. The fiscal year will begin on December 1^st and end on November 30^st.

            C)        Checks: All checks, drafts, or orders for the payment of money shall be signed by such corporate officers or other persons as the board shall from time to time designate.

            D)        Books and Records:  The Corporation shall keep accurate and complete books and records of account. The corporation shall also keep the minutes of the proceedings of the board. All records shall be held within the head office.  All records shall have a backup disk copy for safety reasons. All public accessible records shall be on display within the head office.

            E)        Indemnification: the corporation shall indemnify each officer and each director for all liabilities incurred in such capacity except for liabilities due to gross negligence or willful misconduct.  The corporation shall indemnify each officer and each director to the full extent permitted by statutory or other applicable law.

Article Eleven

Lobbying Activities

            A)        This corporation shall NEVER take part in any lobbying activity.

            B)        Lobbying includes a direct or indirect intervention in any political campaign on behalf of or in opposition to any political candidate and attempts to influence the adoption or rejection of legislation through contact with the general public, a member of legislation body, or a government official.  HOWEVER, lobbying does not include publication of the results of a nonpartisan study, provision of technical assistance upon written request of a governmental body, appearance before or communication with a legislation body In regard to a matter that may affect the organizations existence or operations, or communication with a government official or employee for a principal reason other than the influence of legislation.

Article Twelve

            A)        The purpose for which this corporation, Community Advancement Network, is organized is exclusively religious, charitable, scientific, literary, and educational within the meaning of SECTION 501 (c) (3) of the Internal Revenue Code of 1986 or the corresponding provision of any future U.S. Internal Revenue Law.

            B)        Notwithstanding any other provision of the these articles, this organization shall not carry on any activities not permitted to be carried on by an organization exempt from federal income tax under Section 501  (c ) (3) of the Internal Revenue Code of 1986 or the corresponding provision of any future U.S. Internal Revenue Law.

            C)        In the event of dissolution, the residual assets of the organization will be turned over to one or more organizations described in Sections 501 (c) (3) and 170 (c) (2) of the Internal Revenue Code of 1986 or the corresponding sections of any prior or future Internal Revenue code, of the federal, state, or local government for exclusive public purpose.

Article Thirteen

Amendments

            A)        These bylaws, except for Article Eleven and Twelve, may be altered, amended, repealed or added to by an affirmative vote of no less than 90 percent of the board of directors.