Corporate Records
Bylaws of Living Systems Institute
ARTICLE I – NAME AND PURPOSE
Section 1 - Name: The name of the corporation is Living Systems Institute, a nonprofit corporation incorporated under the laws of the State of Colorado.
Section 2 - Purpose: Living Systems Institute is organized exclusively for charitable, scientific and education purposes as stated in the Articles of Incorporation.
ARTICLE II – MEMBERSHIP
Section 1 — Membership: Membership shall consist of the board of directors.
ARTICLE III — BOARD OF DIRECTORS
Section 1 — Board role, size, and compensation: The board is responsible for overall policy and direction of the corporation, and delegates responsibility of day-to-day operations to the staff and committees. The board shall have such number of members as the board shall, from time to time, determine, but not fewer than 1 members. The board receives no compensation other than reasonable expenses.
Section 2 — Terms: All board members shall serve until they resign or their successors are duly elected and qualified, or they are removed, as provided in these bylaws.
Section 3 — Meetings and notice: The board shall conduct its business by electronic communication at such times as a decision of the Board is necessary or convenient to the smooth operation of the corporation. A physical meeting shall be called in the event any board member believes that decision by electronic communication will be detrimental to the interests of the corporation. A physical board meeting requires that each board member have written notice of the time and place of the meeting at least two weeks in advance.
Section 4 — Board elections: In the event of a vacancy on the board the remaining board members shall determine to either elect a new board member to fill the vacancy or reduce the number of the board of directors to eliminate the vacancy, except that the number of directors shall not be reduced below 1.
Section 5 — Election procedures: New directors shall be elected by a majority of remaining directors.
Section 6 — Quorum: A decision of the board is valid and the act of the corporation if a majority of the board members then serving vote in favor of the decision by electronic communication provided that all members of the board were sent the same communication to their actual electronic address. At a physical meeting of the board, there is a quorum to conduct business if at least fifty percent of the board members are present. At a physical meeting an affirmative vote of a majority of the members present, provided that there is at least a quorum, shall be required to constitute a decision of the board.
Section 7 — Officers and Duties: There shall be three officers of the board, consisting of a chair, secretary and treasurer. Their duties are as follows:
The chair shall initiate any electronic meeting procedure, convene physical board meetings, shall preside or arrange for other members of the Executive Committee to preside at each meeting in the following order: secretary, treasurer.
The secretary shall be responsible for keeping records of board actions, including overseeing the taking of minutes at all board meetings, sending out meeting announcements, distributing copies of minutes and the agenda to each board member, and assuring that corporate records are maintained.
The treasurer shall make a periodic report at such times as the board shall request. The treasurer shall chair the finance committee, assist in the preparation of the budget, help develop fundraising plans, and make financial information available to board members and the public.
Section 8 — Vacancies: When a vacancy on the board exists, the secretary may receive nominations for new members from present board members. These nominations shall be sent out to board members by electronic communication for a vote of the board.
Section 9 — Resignation, termination, and absences: Resignation from the board must be in writing and received by the secretary. A board member shall be terminated from the board due to failure to respond to electronic communications or attend physical meetings for a period of three months in any one year unless excused by the remaining board members. A board member may be removed for other cause by a majority vote of the remaining directors.
ARTICLE IV — COMMITTEES
Section 1 — Committee formation: The board may create committees as needed, such as fundraising, housing, public relations, data collection, etc. The board Chair appoints all committee chairs with board approval.
Section 2 — Executive Committee: The three officers serve as the members of the Executive Committee. Except for the power to amend the articles of incorporation and bylaws, the Executive Committee shall have all the powers and authority of the board of directors in the event it should be impractical to conduct an electronic meeting, within guidelines established by the board.
Section 3 — Finance Committee: The treasurer is the chair of the Finance Committee. The Finance Committee is responsible for developing and reviewing fiscal procedures, fundraising plan, and annual budget with staff and other board members. The board must approve the budget and all expenditures must be within budget. Any major change in the budget must be approved by the board or the Executive Committee. The fiscal year shall be the calendar year. Annual reports are required to be submitted to the board showing income, expenditures, and pending income. The financial records of the organization are public information and shall be made available to board members and the public.
ARTICLE V — DIRECTOR AND STAFF
Section 1 — Executive Director: The executive director is hired by the board. The executive director has day-to-day responsibilities for the corporation, including carrying out the organization’s goals and policies. The executive director will be included in all electronic communications of the board and attend all physical 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 VI — AMENDMENTS
Section 1 — Amendments: These bylaws may be amended when necessary by majority of the board of directors. Proposed amendments must be submitted to the secretary to be sent out with regular board announcements.
CERTIFICATION
These bylaws were approved by a majority vote of the board of directors on August 3, 2013.