BY LAWS
ARTICLE I - NAME, PURPOSE Section 2: The purpose of The Kinte Center for the Study of Urban Commerce is to reduce crime in Oakland’s economically depressed communities by growing and expanding the businesses based in these communities to meet the community(s) consumer and employment needs. ARTICLE II – DEFINITION OF MEMBERSHIP Section 1: The Kinte Center is a “Non membership” 501(C) (3) organization with membership in the organization limited to an Executive Committee membership which doubles as the Board of Directors and consists of: Chair, Vice-Chair, Secretary and Treasurer and Parliamentarian. Section II: Board of Directors/Executive Committee. The governing body of the organization is the Board of Directors/Executive Committee which has the authority and is responsible for the supervision, control and direction of the organization. The Board of Directors/Executive Committee shall have up to (5) and not fewer than (3) members. Section III –Elections - Members of the Board of Directors/Executive Committee are elected to various positions based on a majority vote by the Board of Directors/Executive Committee members. Section IV –Resignations- Any member may resign by filing a written resignation with the Board of Directors/Executive Committee: Section V – Expulsion – Any member may be expelled for adequate reason by a two-third majority of the Board of Directors/Executive Committee. Failure to meet the criteria for membership is presumed to be adequate reason for expulsion and does not require advance notice to the member and deliberation by the Board/Committee. Any member proposed for expulsion for another reason is given advance written notice including the reason for the proposed expulsion, an opportunity to contest the propose expulsion in writing or in person before the Board of Directors/Executive Committee, and a final written notice of the Board/Committee’s decision. Section VI – Qualifications for membership –It is the responsibility and authority of the CEO to ensure that board membership level meet Secretary of State of California requirements. The CEO shall seek out and seat qualified board members whose backgrounds are clear of felony convictions, whose qualifications will compliment The Kinte Center effort. The CEO shall introduce new members to board with full account of their background and qualifications for membership to include citing major contributions that a new board member might make to the organization. The board may query the CEO if it is felt that the new member choice in questionable. Section VII – Quorum – A quorum must be attended by at least 51% of the members of the Board of Directors/Executive Committee before business can be transacted or motions made or passed. Section VIII – Attendance UNDER A SEMI -MONTHLY MEETING ARANGEMENT - A Board/Executive Committee member may be expulsed if: ARTICLE III – MEMBER DUTIES B. The Vice-Chair will chair meetings on special subjects as designated by the Board of Directors/Executive Committee. The Vice-Chair shall without election assume all of the duties of the Chair in the Chair’s absence or incapacity ARTICLE IV - VOLUNTEERS Section II – Volunteer status to membership status - Volunteers can be nominated for membership on the Board of Directors/Executive Committee by a sitting member of the Board of Directors/’Executive Committee after having served in an “Active” volunteer capacity for a minimum of sixty (60) days provided there is a vacancy. The matter of membership for a volunteer that has completed a 60 day volunteer period may be voted on by the Board of Directors/Executive Committee at the next meeting after the 60 day volunteer period is completed. Voting on the matter of volunteer membership shall be done by the Board of Directors/Executive in closed session and individual voting shall not be publicized. This sixty day volunteer period begins when the volunteer is first introduced to the Board/Executive Committee in a Board/Executive Committee meeting. Prospective volunteers shall not be introduced at a Kinte ‘center Board of Director/Executive committee meeting until the prospective volunteer has completed and submitted the Volunteer Skills Bank Data form. Section III - Volunteer meeting attending privileges - Volunteers may attend Kinte Center Board/Executive Committee meetings and may comment on matters before the Board of Directors/Executive Committee but volunteers will not have voting rights. Section IV: Volunteer dismissal & sanctioning -Volunteers may be sanctioned and/or dismissed with a majority vote of the Board of Directors/Executive Committee for failing to comply with Kinte Center policies. The mater of sanctioning and /or dismissal of a volunteer shall be voted in close session and the discussion and voting shall remain secret. Section V – Volunteer attendance at Board/Executive Committee meetings – Volunteers are required to attend meetings where their accepted responsibilities require that they be in attendance at Board/Executive Committee meetings to make presentations. ARTICLE V – DEFINITION OF ADVISOR Section I - The Kinte Center’s organizational structure call for an Advisory Board. This Board consists of persons who can contribute their special skills to the Kinte Center effort but chose not to be in a position to accept ongoing volunteer assignments. Section II – Advisor status to membership status – Advisors may be nominated for membership on the Board of Directors/Executive Committee by a sitting member of the Board of Directors/’Executive Committee after having served in an “Active” Advisor capacity for a minimum of sixty (60) days provided there is a vacancy. The matter of membership for an advisor shall be voted on by the Board of Directors/Executive in closed session and individual voting shall not be publicized. This sixty day advisory/special advisory period begins when advisor is first introduced to the Board/Executive Committee in a Board/Executive Committee meeting. Prospective advisors shall not be introduced at a Kinte ‘center Board of Director/Executive committee meeting until the prospective advisor has completed and submitted the Volunteer Skills Bank Data form. Section III: - Advisor meeting attending privileges – Advisors may attend Kinte Center Board/Executive Committee meetings and may comment on matters before the Board of Directors/Executive Committee but volunteers will not have voting rights. Section IV: Advisor dismissal & sanctioning – Advisors may be sanctioned and/or dismissed with a majority vote of the Board of Directors/Executive Committee for failing to comply with policies stated in the information section of the Volunteer Packet. The mater of sanctioning and /or dismissal of an Advisor shall be voted on in close session and the discussion and voting shall remain secret. Section VI – Advisor attendance at Board/Executive Committee meetings – Advisors are required to attend meetings where their accepted responsibilities require that they be in attendance at Board/Executive Committee meetings to make presentations. ARTICLE VI – MEETINGS Section II - Regular Meetings - The date of meetings shall be set by the Board of Directors, Executive Committee who shall also set the time and place. ARTICLE VII - CONFLICT OF INTEREST POLICY ARTICLE VIII – POLICY GOVERNING BOARD MEMBERS AND OTHER PARTICIPANTS MAKING MONEY THROUGH THEIR PARTICIPATION IN THE KINTE CENTER Section I – Prohibitions-money making - Board members and other Kinte Center personnel are prohibited from making money through their participation in the organization. Section II - The Kinte Center is prohibited from doing business with vendors who are family members, partners or known close friends of Kinte Center personnel serving in any capacity. ARTICLE IX - THE KINTE CENTER INNER-ORGANIZATION COMMUNICATON POLICY Section II – When Out of Communication -All members, volunteers and advisors shall notify the Kinte Center at (510) -595-1164 or at kintecenter@aol.com if they will be out of ordinary communication for a period of time that will not allow adherence to the Kinte Center Communication Policy as stated. ARTICLE X - THE VOLUNTER SKILLS DATA FORM Section II – Submitting the Volunteer skills Data Form will indicate those working with the Kinte Center or coming aboard to work with The Kinte Center has read, understood and agreed to adhere to all mandates stated in the VOLUNTEER INFORMATION form to include the ARTICLE XI – AMENDMENTS These Bylaws were amended at a meeting of the Kinte Center Board of Directors/Executive Committee on April 16, 2009.
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