**For a printable copy of the ACTS Bylaws, CLICK HERE**
Bylaws of
The Alliance of Communities Transforming Syracuse
Article I
Name
The name of this organization shall be the Alliance of Communities Transforming Syracuse, or ACTS.
Article II
Object
The purpose of the Alliance of Communities Transforming Syracuse shall be to organize for social and economic justice; to empower member communities to act on the shared values of human worth, dignity, and justice; to bring issues of importance to our communities before our public officials, community stakeholders, and other decision makers; and to work to improve the lives of the residents of our communities, both independently and in conjunction with other like-minded organizations. Although we welcome all organizations to join with us, ACTS is committed to a model of congregation-centered community organizing.
Article III
Member Organizations
Section 1. Membership Eligibility
Any non-profit organization that is located in the greater Syracuse metropolitan area and that supports and endorses the purpose of ACTS as established in the Articles of Incorporation and in Article II of these bylaws shall be eligible for membership.
Section 2. Admission of New Member Organizations
The admission of a new member organization shall be proposed by any Delegate and seconded by another Delegate. The sponsoring Delegates shall be called the endorsers, and they shall be from different member organizations. A proposal for membership, signed by both endorsers, shall be sent to the Secretary, who shall report it, together with the names of the endorsers, at the next regular meeting of the Leadership Council for action. A majority vote shall elect to membership. An organization so elected shall be declared a member of ACTS upon payment of its annual dues for the first year.
Section 3. Annual Dues
Each member organization shall pay annual dues, which shall be assessed at an amount deemed appropriate by the member organization and approved by the Board of Directors. The guideline for an appropriate amount shall be a minimum of 1% of the annual budget of the member organization. The annual dues shall be payable on a schedule determined by the member organization in such manner as the Board of Directors shall direct. The Treasurer shall notify member organizations two months in arrears, and those whose dues are not paid within two months thereafter shall be automatically dropped from the membership of ACTS unless special dispensation is granted by the Board of Directors.
Section 4. Core Leadership Team
Each membership organization shall have a core leadership team, which shall be responsible for organizing and coordinating the activities of the member organization with the activities of ACTS. A member organization that already has a social action committee or other similar body may designate that committee or body to be the core leadership team.
Section 5. Resignation from Membership
Any member organization desiring to resign from ACTS shall submit a written resignation to the Secretary, who shall present it to the Leadership Council for action. Annual dues paid by a member organization that resigns from ACTS shall not be refunded.
Section 6. Expulsion of Member Organizations
The Leadership Council may revoke the membership of any member organization for just cause by a two-thirds vote, provided that no member organization shall be expelled except by means of the disciplinary procedure prescribed by the parliamentary authority adopted by this organization.
Article IV
Leadership Council
Section 1. Composition
Each member organization shall appoint one or more persons to serve on the Leadership Council. Such persons shall be called Delegates.
Section 2. Duties and Powers
The Leadership Council shall have general supervision over the affairs of this organization. It shall be responsible for all leadership development undertaken by this organization, including local, regional, and national leadership training activities. It shall plan and implement a fundraising strategy for this organization, including planning any fundraising events. It shall plan and implement a recruitment strategy for this organization and provide assistance to potential member organizations with the development of a core leadership team, as described in Section 4 of Article III of these bylaws. It shall adopt such policies or standing rules as it deems appropriate to further the purpose of ACTS as defined in the Articles of Incorporation and in Article II of these bylaws. It may take any other action under its authority as prescribed by law, these bylaws, and the parliamentary authority adopted by this organization.
Section 3. Research and Action Committee
A Research and Action Committee of the Leadership Council composed of three Delegates shall be appointed by the President promptly after each annual meeting. The chairs of the task forces, as described in Article X of these bylaws, shall be ex officio members of the Research and Action Committee. It shall be the duty of this committee to coordinate and supervise the activities of the task forces, to research policy issues of concern to ACTS member organizations, to plan public action meetings, and to provide recommendations to the Leadership Council on the formation or dissolution of task forces.
Section 4. Other Committees
Other committees shall be appointed by the President as the Leadership Council shall from time to time deem necessary to carry on the work of this organization.
Section 5. Voting
When the yeas and nays are taken on any question before the Leadership Council, each member organization shall receive one vote, which may be exercised by any Delegate. If a member organization’s Delegates shall be divided on the question, that member organization’s vote shall be counted as an abstention.
Section 6. Quorum
Delegates representing one quarter of the total number of member organizations shall constitute a quorum.
Section 7. Meetings
Meetings of the Leadership Council shall be called by a majority vote of the Board of Directors or upon the written request of a quorum of Delegates, provided that it shall meet a minimum of four times per year.
Section 8. Annual Meetings
The Leadership Council shall have a meeting in January of each year that shall be known as the annual meeting and that shall be for the purpose of electing Directors and officers, receiving reports of officers and committees, and for any other business that may arise.
Article V
Board of Directors
Section 1. Composition
The Leadership Council shall elect twelve Directors, who shall constitute the Board of Directors. They shall have all the rights and duties of a member of the Board of Directors as prescribed by law, these bylaws, and the parliamentary authority adopted by this organization.
Section 2. Term of Office and Office-holding Limitations
Directors shall be elected to serve for three years or until their successors are elected by the Leadership Council. Directors shall be divided into three classes with staggered elections so that four Directors are elected to three-year terms each year. Only Delegates of member organizations shall be eligible to serve as Directors. No person shall be eligible to serve two consecutive three-year terms as a Director. A Director who served for less than a full three-year term shall be eligible to serve a full term as a Director.
Section 3. Duties and Powers
The Board of Directors shall have direct supervision of the financial and personnel affairs of this organization. It shall be responsible for planning the annual meeting of the Leadership Council. It shall make recommendations to the Leadership Council and shall perform other duties as are specified in these bylaws. The Board of Directors shall be subject to the orders of the Leadership Council, and none of its acts shall conflict with action taken by the Leadership Council. It may take any other action under its authority as prescribed by law, these bylaws, and the parliamentary authority adopted by this organization.
Section 4. Supervision of Personnel
The Board of Directors shall be responsible for the supervision and oversight of all personnel hired by this organization. These duties shall include, but are not limited to, drafting and adopting personnel policies and job descriptions, conducting annual reviews of all ACTS staff members, advertising and conducting interviews for any staff vacancies, and enacting any change in compensation or employment status of current or potential employees.
Section 5. Regular Meetings
The Board of Directors shall hold regular meetings on a monthly basis, at a place, day, and time that it shall determine.
Section 6. Special Meetings
Special meetings of the Board of Directors shall be called by the President or upon the written request of a quorum of Directors. The purpose of the meeting shall be stated in the call. Except in cases of emergency, at least three days’ notice shall be given.
Article VI
Officers
Section 1. Officers
The officers of this organization shall be a President, a Vice-President, a Secretary, and a Treasurer.
Section 2. Duties of the President
The President shall:
a) Preside over meetings of the Leadership Council and the Board of Directors;
b) Authenticate by his or her signature, when necessary, all acts, orders, and proceedings of the Leadership Council or the Board of Directors;
c) Appoint the chair and other members of all committees, pursuant to the provisions of these bylaws, except as otherwise ordered by the Leadership Council or provided by these bylaws;
d) Be ex officio a member of all committees except the Nominating Committee;
e) Serve or designate another officer to serve as the organization’s primary public spokesperson; and
f) Perform any other duties as prescribed by these bylaws and by the parliamentary authority adopted by this organization.
Section 3. Duties of the Vice-President
The Vice-President shall:
a) Preside over meetings of the Leadership Council and the Board of Directors when the President is absent;
b) Assist the President in the performance of his or her duties;
c) Serve as chair of the Auditing Committee; and
d) Perform any other duties as prescribed by these bylaws and by the parliamentary authority adopted by this organization.
Section 4. Duties of the Secretary
The Secretary shall:
a) Keep or cause to be kept full minutes of all of the proceedings of the Leadership Council and Board of Directors;
b) Keep on file all committee reports;
c) Keep the official membership roll of member organizations and their corresponding Delegates;
d) Maintain record books in which the bylaws, special rules of order, standing rules, and minutes are entered, with any amendments to these documents properly recorded;
e) Make the minutes and records available to Delegates upon request;
f) Send out to the Delegates a notice and agenda for each regular meeting or annual meeting of the Leadership Council at least seven days in advance of said meeting;
g) Conduct the internal correspondence of the organization; and
h) Perform any other duties as prescribed by these bylaws and by the parliamentary authority adopted by this organization.
Section 5. Duties of the Treasurer
The Treasurer shall:
a) Keep or cause to be kept accurate records of all monies received and disbursed by the organization;
b) Be the signatory on all checks or other negotiable instruments of this organization, provided that checks or other negotiable instruments in amounts of $2,000 or more shall be co-signed by another officer of this organization and further provided that the Board of Directors may temporarily authorize another officer to be such signatory;
c) Present a financial report at each meeting of the Board of Directors;
d) Ensure the timely filing of all financial reports, returns, and other such financial documents as this organization is required to file;
e) Serve as chair of the Finance Committee; and
f) Perform any other duties as prescribed by these bylaws and by the parliamentary authority adopted by this organization.
Section 6. Term of Office and Office-holding Limitations
The officers shall be elected to serve for one year or until their successors are elected by the Leadership Council. Only Directors shall be eligible to serve as officers of this organization. No person shall hold more than one office at a time, and no person shall be eligible to serve more than two consecutive terms in the same office.
Article VII
Elections
Section 1. Time of Elections, Nomination Procedure
Directors and officers shall be elected at the annual meeting of the Leadership Council. The Nominating Committee, duly appointed pursuant to Section 2 of this Article, shall report nominations of candidates for the positions to be filled at the annual meeting. Before voting on a nomination shall take place, additional nominations from the floor shall be permitted
Section 2. Nominating Committee
The Leadership Council shall form a Nominating Committee at a duly convened meeting no later than November each year. The Nominating Committee shall consist of the four Directors whose terms are expiring at the upcoming annual meeting and an additional four Delegates appointed by the Leadership Council. Directors whose terms are not expiring at the upcoming annual meeting shall not be eligible to serve on the Nominating Committee. The Nominating Committee shall elect its own chair. It shall be the duty of this committee to nominate candidates for the offices to be filled at the annual meeting of the Leadership Council.
Section 3. Directors Elected Before Officers
The Leadership Council shall first elect Directors to fill all of the vacancies on the Board of Directors before proceeding to consideration of the nomination and election of officers.
Section 4. Election, Term of Office
The Directors and officers shall be elected by viva voce vote. Their terms of office shall begin at the close of the annual meeting at which they are elected.
Article VIII
Finances
Section 1. Authorization of Expenditures
The Board of Directors shall authorize, by adoption of a general budget or by approval of specific appropriations, all disbursements of monies to be made by the Treasurer.
Section 2. No Compensation or Conflicts of Interest
No officer, Director, Delegate, or committee or task force member shall receive compensation for his or her services, provided that the Board of Directors may authorize the Treasurer to reimburse any of the above-mentioned persons for reasonable expenses incurred on behalf of this organization. Such persons shall also be required to declare any financial conflicts of interest in such manner as the Board of Directors shall direct.
Section 3. Finance Committee
A Finance Committee composed of the Treasurer, who shall be chair, and four other Directors shall be appointed by the President. It shall be the duty of this committee to prepare a budget for the fiscal year beginning the first day of November and to submit it to the Board of Directors no later than at its regular meeting in October. The Finance Committee may from time to time submit amendments to the budget for the current fiscal year, which may be adopted by a majority vote.
Section 4. Auditing Committee
An Auditing Committee composed of the Vice-President, who shall be chair, and two other Directors shall be appointed by the President at the regular meeting of the Board of Directors in December. It shall be the duty of this committee to supervise an audit of the Treasurer’s accounts and to report the results of this audit at the annual meeting of the Leadership Council.
Article IX
Clergy Caucus
Section 1. Composition
Each member organization that is a faith community shall appoint one member of its clergy to the Clergy Caucus. Members of the Clergy Caucus shall elect their own leadership, which shall include a chair and vice-chair.
Section 2. Duties and Powers
The Clergy Caucus shall be an advisory body to this organization whose duties shall include, but are not limited to, any matter referred to it for review or action by the Leadership Council or the Board of Directors. It shall support and develop relationships with judicatories and other faith communities. It shall exercise leadership in the development of this organization and shall make recommendations to Leadership Council or the Board of Directors as it deems appropriate to further the purposes of ACTS as established in the Articles of Incorporation and in Article II of these bylaws.
Section 3. Meetings
Meetings of the Clergy Caucus shall be called by its chair, provided that it shall meet a minimum of four times per year.
Article X
Task Forces
Section 1. Formation
Task forces shall be formed from time to time in such manner as the Leadership Council shall direct. For organizational purposes, task forces shall be considered subcommittees of the Research and Action Committee.
Section 2. Composition
Participation in task forces shall be open to members of ACTS member organizations as well as members of the general public who have interest in working on the particular issues covered by a specific task force. The members of each task force shall elect their respective chairs, except as otherwise ordered by the President or the Leadership Council.
Section 3. Duties and Powers
The task forces shall investigate and take appropriate action on specific community issues, which shall be determined during their creation, under the direction of the Research and Action Committee. All activities of the task forces shall be consistent with the purpose of ACTS as established in the Articles of Incorporation and in Article II of these bylaws. Chairs of task forces shall present regular reports of their activities to the Leadership Council.
Section 4. Meetings
Meetings of task forces shall be called by their respective chairs.
Article XI
Rules of Order
Section 1. Parliamentary Authority
The rules contained in the current edition of Robert’s Rules of Order Newly Revised shall govern this organization in all cases to which they are applicable and in which they are not inconsistent with these bylaws, any special rules of order this organization may adopt, and any statutes applicable to this organization that do not authorize the provisions of these bylaws to take precedence.
Section 2. Parliamentarian
The President may appoint a Parliamentarian who shall advise the President and other officers, committees, Directors, and Delegates on matters of parliamentary procedure.
Article XII
Amendment of Bylaws
These bylaws may be amended at any regular meeting of the Leadership Council by a two-thirds vote, provided that the proposed amendment has been submitted in writing to all Delegates at least two weeks in advance of the meeting.
