POLLINATOR STEWARDSHIP COUNCIL, INC.
As amended August 19, 2021
ARTICLE I General Provisions
1. Name. The name of the Corporation shall be the Pollinator Stewardship Council, Inc.
2. Principal Office. The principal office of the Corporation shall be a street address designated by the Board of Directors.
3. No Stock. The Corporation shall not issue stock.
4. Fiscal Year. The Corporation shall have a fiscal year from January 1 to December 31.
5. Duration. The Corporation shall have perpetual existence.
ARTICLE II Purpose
1. Purpose. The Corporation is organized as a NOT FOR PROFIT corporation for educational and scientific purposes within the meaning of Section 501 (c)(3) of the Internal Revenue Code. The primary purpose of the Corporation is for educational and scientific purposes for the education, protection and benefit of pollinators. The Corporation may receive gifts of money or property to be used for its purposes. The Corporation may lease, own, manage, operate, encumber, sell and convey title to its property. The net income and net profits earned and derived from the Corporation shall be used for its educational and scientific purposes as determined by the Board of Directors within the meaning of Section 501 (c)(3) of the Internal Revenue Code.
ARTICLE III Dissolution
1. Dissolution. Upon the dissolution of the Corporation, the Board of Directors
or governing body of the Corporation, after paying or providing for the payment of all
liabilities of the Corporation, shall dispose of all the assets of the Corporation exclusively:
(1) in accordance with the purposes of the Corporation, in the manner determined by the
Board of Directors or governing body or (2) to organizations qualified for exception under
§ 501(c)(3) of the Internal Revenue Code of 1954, as amended (26 USC § 501(c)(3)), and specified by the Board of Directors or governing body. Any assets of the Corporation not so disposed of shall be disposed of by the district court of the county where the principal office of the Corporation is then located, exclusively for the purposes or to the organizations provided above, as determined by the court.
ARTICLE IV Directors
1. Powers. All corporate powers shall be exercised by or under the authority of, and the conduct and affairs of the Corporation shall be controlled by, the Board of Directors. Without prejudice to such general powers, it is hereby expressly declared that the Directors shall have the following powers, including, but not limited to:
(a) To alter, amend or repeal the Bylaws or Articles of Incorporation of the Corporation.
(b) To select and remove all officers, agents and employees of the Corporation, prescribe such powers and duties for them, fix their compensation, and require from them security for faithful service.
(c) To conduct, manage, and control the affairs and conduct of the Corporation, and to make such rules and regulations therefore not inconsistent with the law, or with the Articles of Incorporation or the Bylaws, as they may deem best.
(d) To appoint an executive committee and other committees to make recommendations to the Board of Directors. Any such committee shall include at least one Director.
(e) To borrow money and encumber the Corporation’s property.
(f) To have all the powers consistent with the law.
2. Number of Directors. The Board of Directors shall consist of at least seven persons but not more than sixteen persons, the exact number within such minimum and maximum limits to be fixed and determined from time to time by resolution of the Board.
3. Qualification of the Board of Directors. Directors will be individuals who are willing to work to fulfill the mission of this nonprofit at the local, state and national levels. The board should be composed of diverse individuals that represent different geographic regions and include not just honey bee keepers but also native bee advocates.
4. Board elections.
New board members will be presented by the nominating committee. This committee will be composed of representatives from the current Board of Directors and PSC Staff.
The Board of Directors will elect new people to the Board of Directors based on the nominees presented by the nominating committee.
Board elections will be held as needed.
5. Board Member Term of Office. Terms of office for Directors are three years and shall be staggered so that terms for one third of the directors ends each year. There are no term limits for directors.
6. Officers. The Board of Directors shall elect Officers consisting of President, Vice President, Executive Secretary, and Treasurer.
A vacancy or vacancies on the Board of Directors shall be deemed to exist in case of the death, resignation or removal of any Director, or if the board recognizes a need to expand the number of directors.
8. Board meetings.
(a) Board of Directors will hold meetings a minimum of once a month.
(b) Board meetings will be held via telephone conference or video calls at as mutually convenient a time as can be managed across the time zones of the U.S.
(c) Meetings by E-Mail. The Board of Directors or any committee designated by such Board may participate in a meeting of the Board of Directors by means of e-mail, by means of which all persons participating in the meeting receive copies of all e-mails and can respond to one another, and such participation in a meeting shall constitute presence in person at the meeting.
(d) Board members must notify staff and the Board President when they are unable to attend a Board meeting conference call at least one day prior to the meeting.
(e) A Board member who misses three consecutive Board meeting conference calls (regular or special sessions) will be determined to have automatically resigned from the Board of Directors. The Board of Directors may appoint an interim Board member. If the Board elections are within four months of a Board member’s departure, the Board may choose to allow the Board position to remain vacant until the election.
9. Special Meetings. Special meetings of the Board of Directors for any purpose or purposes shall be called at any time by the President of the Board of Directors. If the President is absent or unable or refuses to act, the meeting shall be called by the Executive Secretary or by any other Officer or Director.
10. Notice. The Directors shall be notified of the date, time and place of meetings by ordinary mail or e-mail at least fifteen (15) days prior to said meeting date. Notice of any special meeting of the Board shall be given at least five (5) days prior thereto by written notice, oral notice or e-mail notice.
11. Quorum. A majority of the Board shall constitute a quorum for the transaction of business at any meeting of the Board; but if less than a majority of the Directors are present at said meeting, a majority of the Directors present may adjourn the meeting from time to time without further notice.
12. Votes and Voting. All votes required of Directors hereunder may be by voice vote or show of hands, unless a written ballot is requested, which request may be made by any one Director. Each Director shall have one vote. Every reference to a majority of Directors shall refer to a majority of the votes of the Directors.
13. Fees and Compensation. Directors and Officers shall not receive any stated salary for their services. Nothing herein contained shall be construed to preclude any Director from serving the Corporation in any other capacity as an agent, employee, or otherwise, and receiving compensation therefor.
14. Salaries. The Board of Directors shall hire and fix the compensation of any and all employees, contractors and/or consultants that they in their discretion may determine to be necessary for the conduct of the business of the organization.
ARTICLE V Officers
1. Officers. The Officers of the Corporation shall be a President, a Vice- President, an Executive Secretary and a Treasurer. Any number of offices may be held by the same person. The Board of Directors shall elect the Officers.
Elections. The President of the Board of Directors shall select the date, time and place of the meeting. At this meeting officer and board elections will be held.
2. Subordinate Officers, Etc. The Board of Directors may appoint such other Officers as the business of the Corporation may require, each of whom who shall have authority and perform such duties as the Board of Directors shall specify, and shall hold office until resigning or shall be removed by the Board of Directors.
3. Compensation of Officers. Officers shall receive no salaries or other compensation.
4. Removal and Resignation. Any Officer may be removed, either with or without cause, by the majority of the Directors at the time of office, at any regular or special meeting of the Board. An Officer may resign at any time upon written notice to the Corporation.
5. President. The President shall be the Chief Executive Officer of the Corporation and shall, subject to the control of the Board of Directors, have general supervision, direction and control of the conduct and officers of the Corporation. The president shall preside at all meetings of the Board of Directors and shall be ex-officio a member of all the standing committees, including the executive committee, if any, and shall have the general powers and duties of management usually vested in the Office of President of a Corporation, and shall have such other powers and duties as may be prescribed by the Board of Directors.
6. Vice-President. In the absence or disability of the President, the Vice- President or Vice-Presidents, if there be such an office or Officers, in order of their rank as fixed by the Board of Directors, or if not ranked, the Vice-President designated by the Board of Directors, shall perform all of the duties of the President, and when so acting shall have all the powers of, and be subject to all of the restrictions upon, the President. The Vice-President shall have such other powers and perform such other duties as from time to time may be prescribed for them respectively by the Board of Directors or these Bylaws.
7. Executive Secretary. The Executive Secretary shall keep, or cause to be kept, a book of minutes at the principal office or such other place as the Board of Directors may order, of all meetings of Directors, with the time and place of holding, whether regular or special, and if special, how authorized, the notice thereof given, the names of those present at Directors' meetings, and the proceedings thereof. The Executive Secretary shall give, or cause to be given, notice of all the meetings of the Board of Directors required by these Bylaws or by law to be given, and shall have such other powers and perform such other duties as may be prescribed by the Board of Directors or these Bylaws.
8. Treasurer. The Treasurer shall keep and maintain or cause to be kept and maintained, adequate, correct and accurate accounts of the properties and business transactions of the Corporation, including accounts of its assets, liabilities, receipts, disbursements, gains, losses, capital, surplus and shares. The books of account shall at all reasonable times be open to inspection by any Director. The Treasurer shall deposit all monies and other valuables in the name and to the credit of the Corporation with such depositories as may be designated by the Board of Directors. The treasurer shall disburse the funds of the Corporation as may be ordered by the Board of Directors, shall render to the President and Directors, whenever they request it, an account of all of the transactions as Treasurer and of the financial condition of the Corporation, and shall have such other powers and perform such other duties as may be prescribed by the Board of Directors or these Bylaws. The treasurer shall be bonded, if required by the Board of Directors. The Treasurer is not required to be a director.
ARTICLE VI Members
1. Membership is a function of fundraising.
2. Member definitions
(a) Board of Directors are those individuals serving on the Board of Directors.
(b) Members are those individuals/groups remitting dues in their applicable member category, receiving member benefits as prescribed by their member category.
(c) To be nominated to the Board of Directors, and to maintain membership on the Board of Directors, member dues must be current.
3. Member dues.
(a) Member dues are determined by the Board of Directors.
(b) Donations exceeding the membership requirements (tax deductible under applicable law) may be made to the organization.
(c) Donors may contribute to the organization for projects or programs without becoming members.
(d) Dues are renewable upon the anniversary date of each individual member/group.
(e) Communication with the membership will be conducted through the organizational newsletter on a regular basis as determined by the Board of Directors.
ARTICLE VII Donations
1. Donation Levels. The Board of Directors shall have the authority to establish all donation levels for contributions and gifts.
ARTICLE VIII Books and Records
1. Required Records. The Corporation shall keep accurate and complete books, records of account and shall also keep minutes of the proceedings of the Board of Directors, and committees having any of the authority of the Board of Directors, and shall keep a record giving the names and addresses of the Directors. These records may be on paper or stored electronically.
2. Inspection of Corporate Records. The books of account and minutes of the
Board of Directors and executive committees of Directors shall be open to inspection upon
the written demand of any member within a reasonable time of such demand during
ordinary business hours. Such inspection may be made in person or by an agent or
attorney authorized in writing, and shall include the right to make copies. Demand of
inspection other than at a Director's meeting shall be made in writing upon the President, Executive Secretary, or any one of the Directors of the Corporation.
3. Inspection of Bylaws. The Corporation shall keep at such place as
designated by the Board of Directors the original or a copy of these Bylaws as amended or otherwise altered to date, certified by the Executive Secretary, which shall be open to inspection by the public at all reasonable times.
ARTICLE IX Miscellaneous
1. Parliamentary Procedure. On questions of Parliamentary Procedure not covered in these Bylaws, the most current revision of Robert's Rules of Order shall be followed and a ruling by the president shall prevail.
2. Indemnification of Directors and Officers. When a person is sued, either alone or with others, because that person is or was a Director or Officer of the Corporation, or of another Corporation serving at the request of this Corporation, in any proceeding arising out of alleged misfeasance or nonfeasance in the performance of duties or out of any alleged wrongful act against the Corporation or by the Corporation, this individual shall be indemnified for his reasonable expenses, including attorney's fees incurred in the defense of the proceeding, if either of the following conditions exist:
(a) The person sued is successful in whole or in part, or the proceeding against the person is settled with the approval of the Court.
(b) The Board of Directors finds that the conduct fairly and equitably merits such indemnity.
The amount of such indemnity which may be assessed against the Corporation, its receiver, or its Director, by the Court in the same or in a separate proceeding shall be so much of the expenses, including attorney's fees incurred in the defense of the proceeding, as the Court determines and finds to be reasonable. Application for such indemnity may be made either by the person sued or by the attorney or other person rendering services to him in connection with the defense, and the Court may order the fees and expenses to be paid directly to the attorney or other person, although the person not a party to the proceeding. Notice of the application for such indemnity shall be served upon the Corporation, its receiver, or its Director, and upon the Plaintiff and other parties to the proceeding.
3. No Director of this Corporation shall be held personally liable to this Corporation for monetary damages for breach of fiduciary duty as a Director, provided that this provision shall not eliminate or limit the liability of a Director:
(a) For any breach of the Director's duty of loyalty to this Corporation or its Directors,
(b) For acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law,
(c) For any transaction from which the Director derived an improper personal benefit.
4. Checks, Drafts, Etc. All checks, drafts or other orders for payment of money, notes or other evidence of indebtedness, issued in the name of or payable to the Corporation, shall be signed or endorsed by such person or persons and in such manner as determined by resolution of the Board of Directors.
5. Borrow Money. No Officer or Director shall have the authority to borrow money without the approval of a majority of the Board of Directors.
6. Annual Report. No annual report to the Directors shall be required, but the Board of Directors may cause it to be in such form as may be deemed appropriate by the Board of Directors and the Annual Report may be given at the annual meeting, either oral or in writing.
7. Contracts, Deeds, Etc., How Executed. The Board of Directors, except as these Bylaws otherwise provided, may authorize any Officer or Officers, agent or agents, to enter into any contract or execute any instrument in the name of and on behalf of the Corporation, and such authority may be general or confined to specific instances; and unless so authorized by the Board of Directors, no Officer, agent or employee shall have any power or authority to bind the Corporation by any contract or engagement or to pledge its credit or to render it liable for any purpose in any amount, provided, however, that any deeds or other instruments conveying lands or any interest therein shall be executed on behalf of the Corporation by the President or Vice-President, if there be one, or by any agent or attorney so authorized under letter of attorney or other written power which was executed on behalf of the Corporation by the President or Vice-President.
8. Annual Report and Franchise Tax. Taxes and registrations will be filed and fees paid as required each year by the Treasurer or staff.
9. Right to decline membership. The Pollinator Stewardship Council (PSC) withholds the right to not accept a membership of an individual or organization if the Board determines the association with the individual or organization conflicts with the PSC mission.
10. The Pollinator Stewardship Council does not and shall not discriminate on the basis of race, color, religion (creed), gender, gender expression, age, national origin (ancestry), disability, marital status, sexual orientation, or military status, in any of its activities or operations. These activities include, but are not limited to, hiring and firing of staff, selection of volunteers and vendors, and provision of services. We are committed to providing an inclusive and welcoming environment for all members of our staff, volunteers, subcontractors, vendors, and service population. PSC will not affiliate itself with groups that discriminate.
October 11, 2013 Name change
September 4, 2014 Non-discrimination Policy added
August 20, 2015 Membership, board elections, board member office terms, minimum/maximum size of board changed
August 19, 2021 Major revisions