BYLAWS
BYLAWS OF AUBURNMOUNTAIN FINANCIAL EDUCATION SERVICES
ARTICLE I — NAME AND PURPOSE
Section 1 — Name: The name of the organization shall be Auburn Mountain Financial Education Services Corporation. It shall be a nonprofit (Non-Stock) organization incorporated under the laws of the State of Virginia. (Chapter 10 of Title 13.1 of the Code of Virginia)
Section 2 — Purpose: Auburn Mountain Financial Education Services is organized exclusively for education and educational purposes. We serve Financial Services Professionals and the Financial Services Industry.
Our mission is to empower Financial Services Professionals to grow successful practices. We provide Financial Education, Insurance Licensing, Securities Licensing and Sponsorship resources for aspiring and practicing Financial Services Professionals.
Auburn Mountain is also built for Financial Services Professionals with several years on the job…attempting to take their practice to the next level. We also serve the recruiters and managers who manage them.
We are also dedicated to helping all Americans acquire the information and gain the skills necessary to take control of their personal finances. We help Financial Services Professionals empower their clients to grow, manage and protect their wealth.
Our goal is to increase the recruitment, retention, and representation of people of color, ethnic minorities and women in the Financial Services Industry. Many multicultural candidates leave the industry prematurely because they aren’t clear about what is expected of them. Our services will change all that.
The Financial Services industry offers incredible opportunities and we want to be sure that all multicultural Financial Services Professionals have successful entry into Financial Services. Equally important is that multicultural and minority Financial Services Professionals has the tools they need to grow a profitable Financial Services practice.
Our goal is to help empower the disadvantaged and underserved populations of the United States. We do this two ways. First we enable disadvantaged youth and adults to become Financial Services Professionals. Secondly, we help these Financial Services Professionals empower their clients to grow, manage and protect their wealth.
To be perfectly clear, we are dedicated in serving all Financial Services Professionals.
ARTICLE II — MEMBERSHIP
Section 1 — Membership: Membership shall consist of the board of directors.
ARTICLE III — BOARD OF DIRECTORS
Board directors act on behalf of an organization's constituents, including service recipients, funders, members, the government, and taxpayers. The board of directors has the principal responsibility for fulfillment of the organization's mission and the legal accountability for its operations.
This means that as a group they are in charge of establishing a clear organizational mission, forming the strategic plan to accomplish the mission, overseeing and evaluating the plan's success, hiring a competent executive director and providing adequate supervision and support to that individual, ensuring financial solvency of the organization, interpreting and representing the community to the organization, and instituting a fair system of policies and procedures for human resource management.
Section 1 — Board Role, Size, and Compensation:
Board role: The board is responsible for overall policy and direction of the association, and delegates responsibility of day-to-day operations to the staff and committees.
Board size: The board shall have up to 20 members, but not fewer than 1 member.
Board compensation: The majority of the Board Of Directors will be non-salaried and will not be related to salaried personnel or to parties providing services. The majority of the Board Of Directors receives no compensation other than reasonable expenses. In addition, the salaried individuals cannot vote on their own compensation and that compensation decisions will be made by the board.
We are a non profit organization. The Directors are volunteer with reimbursement of reasonable expenses for meetings etc. This relationship also limits your liability. The Volunteer Protection Act of 1997 removes volunteers (any individual performing services for a nonprofit organization or governmental entity who does not receive compensation—other than reasonable reimbursement or allowance for expenses—in excess of $500 per year) from liability for negligent acts or omissions committed while acting within the scope of their duties as volunteers.
The Act does not, however, relieve a volunteer from all responsibility for his or her actions. Specifically, the Act does not protect volunteers if their acts or omissions result from willful or criminal misconduct, gross negligence, reckless misconduct and conscious, flagrant indifference to the rights or safety of the individual the volunteer harms.
Section 2 — Terms: All board members shall serve two-year terms, but are eligible for re-election for up to five consecutive terms.
Section 3 — Meetings and Notice: The board shall meet at least quarterly, at an agreed upon time and place. An official board meeting requires that each board member have written notice at least two weeks in advance. Meetings can and will be held via teleconferencing and video conferencing when needed.
Source: Code of Virginia Section: Title 13.1: Corporations. Chapter 10: Virginia Nonstock Corporation Act. Article 1: General Provisions. Section 13.1-864: Meetings of board of directors. Cite: Va. Code § 13.1-864 (http://leg1.state.va.us/000/src.htm, Apr. 11, 1999).
Section 13.1-864. Meetings of board of directors
A. Board of Directors may hold regular/special meetings in or out of the Commonwealth.
B. Unless the articles of incorporation or bylaws provide otherwise, the board of directors may permit any or all directors to participate in a regular or special meeting by, or conduct the meeting through the use of, any means of communication by which all directors may simultaneously hear each other during the meeting. A director participating in a meeting by this means is deemed to be present in person at the meeting. Note: We will not conduct business meetings via email or internet chat rooms.
Formal Parliamentary Procedure for Board Meetings
We will follow formal parliamentary procedure when board meeting business is conducted with more than a dozen members. Parliamentary procedures are as follows:
- Members must be recognized by the presiding officer before speaking
- A motion to take action must precede any discussion of an issue.
- Another to be discussed must second motions.
- Members may only speak to a specific issue twice.
- The presiding officer does not participate in discussion
- Formal votes are taken by voice or ballot.
Informal Parliamentary Procedure for Board Meetings
We will follow a informal parliamentary procedure when board meeting business is conducted with less than a dozen members. Informal Parliamentary procedures are as follows:
- Members are not required to obtain the floor.
- Members can make motions or speak while seated.
- Motions need not be seconded.
- There is no limit to the number of times a member can speak to a question, and motions to close or limit debate generally should not be entertained (unless the group has adopted a rule to the contrary).
- The presiding officer need not rise while putting questions to vote.
- The presiding officer can speak in discussion without rising or leaving the chair; and
- Subject to rule or custom, the presiding officer usually can make motions and usually votes on all questions.
If a particular issue is hotly contested or likely to result in publicity or a lawsuit, the formal procedure will be used to ensure that procedural safeguards have been observed.
Section 4 — Board elections: During the last quarter of each fiscal year of the corporation, the board of directors shall elect Directors to replace those whose terms will expire at the end of the fiscal year. This election shall take place during a regular meeting of the directors, called in accordance with the provisions of these bylaws.
Section 5 — Election procedures: New directors shall be elected by a majority of directors present at such a meeting, provided there is a quorum present. Directors so elected shall serve a term beginning on the first day of the next fiscal year.
Section 6 — Quorum: A majority of directors shall constitute a quorum. A quorum is necessary for business transactions to take place and motions to pass.
Adverse Interest: In the determination of a quorum of the directors, or in voting, the adverse interest of a director shall not disqualify the director or invalidate his or her vote.
Section 7 — Officers and Duties: There shall be four officers of the board, consisting of a chair, vice-chair, secretary and treasurer. Their duties are as follows:
Chair: The chair shall convene regularly scheduled board meetings, shall preside or arrange for other members of the Executive Committee to preside at each meeting in the following order: vice-chair, secretary, treasurer.
Vice –Chair: Shall chair committees on special subjects as designated by the board.
Secretary: 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.
Treasurer: The treasurer shall make a report at each board meeting. The treasurer shall chair the finance committee, assist in the preparation of the budget, help develop grants and make financial information available to board members and the public. The Treasurer shall retain financial records for a period of not less than seven years.
Section 8 — Vacancies: When a vacancy on the board exists mid-term, the secretary must receive nominations for new members from present board members two weeks in advance of a board meeting. These nominations shall be sent out to board members with the regular board meeting announcement, to be voted upon at the next board meeting. These vacancies will be filled only to the end of the particular board member's term.
Section 9 — Resignation, termination, and absences: Resignation from the board must be in writing and received by the secretary. Board members shall be terminated from the board due to excess absences, more than two unexcused absences from board meetings in a year. Board members will meet with Board President after missing two (2) consecutive board meetings. After two (2) non-consecutive board meetings missed, the governance committee will contact Board members. A board member may be removed for other reasons by a three-fourths vote of the remaining directors.
Section 10 — Special meetings: Special meetings of the board shall be called upon the request of the chair, or one-third of the board. The secretary shall send out notices of special meetings to each board member at least two weeks in advance.
ARTICLE IV — COMMITTEES
Section 1 — Committee formation: The board may create committees as needed, such as Regulation, Educational, Practice Management, Communication, Joint Work, and Ethics. The Board of Directors “Chair” appoints all committee chairs.
Section 2 — Executive Committee: The four 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 intervals between meetings of the board of directors, and is subject to the direction and control of the full board.
Section 3 — Finance Committee: The treasurer is the chair of the Finance Committee, which includes three other board members. The Finance Committee is responsible for developing and reviewing fiscal procedures and the 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 board hires the Executive Director. The Executive Director has day-to-day responsibilities for the organization, including carrying out the organization’s goals and policies.
The Executive Director will attend all 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 two-thirds majority of the board of directors. Proposed amendments must be submitted to the secretary to be sent out with regular board announcements.
CERTIFICATION
I certify that the foregoing is a true and correct copy of the bylaws of Auburn Mountain Financial Education Services Corporation, duly adopted by the initial Board of Directors on May 9th, 2007.
_________________________________________________ _________________
Secretary Date
Note: You can request a copy of the signed document by email. Send request to Education@AuburnMountain.com