Athens Birth Circle BylawsWritten September 12th 2004 for board approval. Article I Name, location
The name of the corporation shall be The Birth Circle Inc.
The principal office at where the general business of The Birth Circle Inc. will be transacted and where its records will be kept is at 34 Curtis St. Athens, Oh 45701.
Article II Purpose
No part of the earnings of the corporations shall accrue to the benefit of any director or member.
Article III Board Leadership and Structure
Sec. 2. The governance of the corporation shall be by a Board of Directors, which shall consist of a President, Vice President, Secretary, Treasurer, and optimally 3-5 other directors.. The Board shall elect its officers, and vacancies may be filled by a 2/3 vote of the existing Board present which constitutes a quorum.
Sec. 3 The officers(President, Vice President, Secretary, Treasurer) shall form the Executive Committee. The Executive Committee will act on the full Board's behalf if a matter must be addressed before a full meeting can be convened, or if a previous proposed issue or ongoing development of structure already approved by full Board needs to be addressed and implemented.
A. The president shall:
Act as chairman of the Board of Directors with the power to vote in cast of a tie vote;
B. The Vice President shall:
Assist the President;
C. The Secretary shall:
Keep attendance records at all meetings;
D. The Treasurer shall:
Article IV. Committees
Sec. 2. Each committee will have a Committee Chair who reports directly to the Board President.
Article V. Board Terms and Conditions
Sec. 2. The Board shall optimally consist of no less than 3 and no more than 9 persons including the President, Vice President, Secretary, and Treasurer.
Sec. 3. Three unexcused meeting absences shall be deemed a resignation from the Board.
Sec. 4. Board members and officers will serve 2 year terms. Board members may serve two consecutive terms as a member, with one year on Emeritus Board after two consecutive terms have been served.
Sec. 5. Vacancies- When a vacancy on the Board exists, nominations for new members may be received from the present Board members by the secretary two weeks in advance of a Board meeting. These nominations will be sent out to Board members with the regular meeting announcement, to be voted upon at the next Board meeting. These vacancies will be filled only to the end of a particular Board member's term.
Sec. 6. Quorum- All decisions to be decided by a full board, such as election of officers, approval of board policies, approval of budget, and approval of major organizational changes must be decided by a full board quorum unless, already proposed and approved by full board for Executive Board's decision. Quorum consists of 2/3 of voting members present. Therefore, if we have 7 voting members, 4 must be present and in agreement in order to pass a proposal.
Article VI Removal from Board Membership
Sec. 2 The Board President shall call a special meeting notifying all members by mail or electronic mail two weeks in advance of the meeting. Notification must include the purpose of the meeting.
Sec. 3 A vote for removal for cause requires a 3/4 vote by the remaining directors.
Article VII Board Responsibilities
Article VII Amendments
Sec.2 Proposed amendments must be submitted to the Secretary to be sent out with regular Board announcements, and will be approved by a 2/3 majority of the Board of Directors.
These Bylaws were approved at a meeting of The Board of Directors on______________, 2004.
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Director: Molly Wales (firstname.lastname@example.org) © 2012 Athens Birth Circle, Athens Ohio