ARTICLE IV. BOARD OF DIRECTORS

Section 1. Duties of the Board. Radness Ensue’s business and affairs shall be managed by the Board. In these Bylaws, the Board of Directors may be referred to as “the “Board” and members of the Board of Directors may be referred to as “Directors” or “Board members”. These management duties include, but are not limited to:
     (a) establish the Corporation’s policies and review and change them as necessary,
     (b) oversee its programs,
     (c) appoint or employ and supervise its executive director or head of staff,
     (d) authorize its expenditures,
     (e) oversee its financial affairs, and
     (f) ensure the proper management and use of its assets and property. Whenever the Board of Directors delegates any of its authority or responsibility, the Board of Directors shall retain ultimate authority and responsibility over the matter delegated.

The Board of Directors must also ensure that the Corporation:
     (a) properly employs the necessary corporate formalities to make its decisions,
     (b) prepares and submits all required state and federal reports, and
     (c) operates in compliance with relevant state and federal laws.

Board Directors must diligently prepare for, attend, and participate in the meetings of the Board of Directors and any Board committees as needed, in order to carry out these tasks. The role of the Board of Directors does not include direct management or conduct of the daily operations of the Corporation.

Section 2. Records of Directors. The Secretary shall ensure that the Corporation maintains a current formal record of the names, contact information, and status of Directors. The contact information of Directors must be in the form of a street address, mailing address, or electronic address at which the Director elects to receive notices and other messages from the Corporation.

Section 3. Qualifications of Directors and Composition of the Board. Nominees for positions on the Board must have demonstrated a commitment to the mission and purposes of the Corporation, be active in the community, demonstrate a commitment to diversity and inclusivity, and must have expertise in areas relevant to the needs of the Corporation. The organization will strive to have at least one (1) board member who is representative of the youth served. Directors and their relatives who receive regular compensation from the Corporation must always constitute less than a majority of the Board.

Section 4. Number of Directors. The Board must consist of no fewer than five (5) and no more than nine (9) Directors. The Board may pass a resolution increasing the size of the Board, and then may elect new Directors at that same meeting or at a later time to fill the newly created positions. Directors elected in this manner shall serve until the next regularly scheduled Annual Meeting at which time they may be re-elected for a full term of office.

Section 5. Terms of Directors. Directors will serve two (2) year terms of office provided, however, that the Founding Board Member, Rebecca (Becka) Brisbin, shall be a Designated Director with no term of office and shall serve for so long as she has not resigned and is able to perform the duties of a Director.

The terms of Directors shall be staggered so that approximately one-half of the Board is appointed each year. One-year terms are allowed, if needed, to keep approximately half of the board re-appointed each year. The appointment of Directors will take place at the Annual Meeting which will be held during the second (2nd) quarter of the calendar year at an exact time and place set by the Board. The Directors term of office shall begin on July first (1st) and end June thirty (30th).

However, unless they formally resign or are removed from office, Directors will remain in office until their successors are properly elected, designated, or appointed. There is no limit to the number of terms, successive or otherwise, a Director may serve.

Section 6. Selection of Directors.
(A) Nominations. Nominations for new Members of the Board of Directors may be made by the Board of Directors, by individual Directors, or by Council Members.

(B) Election Process. Council Members shall vote separately for each person nominated to be elected to serve on the Board of Directors. The vote must be by a secret ballot if any nominee so requests.

(C) Election Policy and Procedures. The Board of Directors may prepare and adopt by resolution, a formal written policy regarding the details of the Board election process, including requirements for the announcement of elections and the solicitations of nominations, the role of a nominating committee, and the schedule and procedures that must be used to hold elections.

Section 7. Removal of Directors.

(A) Directors may be removed with or without cause by a majority vote of the Council Members present at, or participating remotely in, a Stewardship Council meeting so long as a quorum is present or participating. The vote of the Director to be removed shall not be counted, if that person is a Voting Member. The vote shall be by a secret ballot if any Voting Member so requests.

(B) Directors may also be removed by a two-thirds (2/3) majority vote of the entire Board of Directors, not including the Director to be removed, for the following causes: (i) missing three (3) or more meetings of the Board of Directors in a year; (ii) failing to fulfill the duties of a Director; or (iii) intentional acts or omissions that a prudent person could reasonably have foreseen would seriously damage the reputation or interests of the Corporation. The vote shall be by secret ballot if any Director so requests.

(C) Whenever the removal of a Director will be considered at a meeting of the Stewardship Council or Board of Directors, proper notice must be given in advance stating that the removal of a Director will be considered.

Section 8. Resignation of Directors. A Director may resign at any time. The resignation of a Director must be in writing, signed and delivered to the President or Secretary of the Corporation. Once delivered, a notice of resignation is irrevocable. If a Director resigns, and then subsequently desires to re-establish their position on the Board of Directors, the individual must be re-elected anew. Resigning from the Board does not remove a person from the Stewardship Council.

Section 9. Filling Vacancies. The Stewardship Council may, by a majority vote, elect new Directors to fill any vacancies on the Board of Directors. A Director elected to fill a vacancy will serve the remainder of the term normally associated with that position.

Section 10. Conduct of Directors. Directors must discharge their duty of loyalty and their duty of diligence in good faith with the care an ordinarily prudent person in a like position would exercise under similar circumstances and in a manner the Director reasonably believes to be in the best interest of the Corporation.

Section 11. Quorum. At all meetings of the Board of Directors the presence or participation of a quorum, which is at least a majority of the number of Directors in office immediately before the meeting begins, is necessary to allow the transaction of corporate business or the making of corporate decisions.

Section 12. Decision-Making and Voting ln-Person and Remotely. All decisions require a clearly stated motion, a second, and a vote that must be recorded in the written minutes. Each Director of the Board of Directors will have one (1) vote. Except as otherwise provided in these Bylaws, at the request of any Director, the names of each Director who voted for, voted against, or abstained on a particular motion will be recorded in the minutes.

The Directors must diligently and conscientiously attempt to make decisions by consensus and give careful consideration to minority views, When a consensus apparently cannot be achieved, any Director may request that a vote be taken. The affirmative vote of at least a majority of all of the Directors participating in any properly called meeting at which a quorum is present, is necessary and sufficient to make a decision of the Board of Directors unless a greater proportion is required by law or by these Bylaws. An abstention counts as part of the total number of votes cast and does not reduce the number of affirmative votes required to pass a
motion.

Section 13. No Proxy Voting. No proxy voting is allowed at any meeting of the Board of Directors or as part of reaching any decision of the Board.

Section 14. Telecommunication and Electronic Meetings. Meetings may be held or individual Directors may participate in meetings by telephone, video conferencing, internet-based communication, or any other method, so long as all participating Directors can simultaneously hear and speak with each other. A Director participating in such a meeting is deemed present for purposes of a quorum and voting.

Section 15. Decisions by Email. Voting by email is authorized by the Board of Directors. Unless prohibited or limited by the Articles of Incorporation or these Bylaws, any decision or action which may be made by the Board at any annual, regular, or special meeting of the Board of Directors may be made by email without a meeting if:
          (1) The Corporation has a record of all Directors email addresses; and
          (2) The Corporation maintains a copy of the announcement and a record of the Directors’ votes with the corporate records.
Electronic signature, whether from the email address of the Director’s address of record or through reliable third-party electronic signature platforms, shall have the same legal force and effect as hard copy ink signatures.

The Board President, Secretary, Executive Director, or their designees, are all authorized to send electronic announcements for a vote to the entire Board of Directors. The electronic announcement shall be sent to each Director at the email address stored in the corporate records and shall include:
          (3) A description of the action to be taken;
          (4) a deadline to respond with a vote which may not be less than forty-eight (48) hours;
          (5) a statement that a Director may change their vote any time prior to the deadline; and
          (6) an effective date if the action is intended to be effective at a date which is later than the deadline date. Voting by electronic mail does not require a second.

The affirmative vote of a majority of all Directors in office is an act of the Board of Directors if the action is taken pursuant to this section, unless a greater number of affirmative votes for the proposed action is required by law, the Articles of Incorporation, or these Bylaws.

Section 16. Meetings. The Board of Directors must meet at least four (4) times per year and shall strive to do this by meeting at least once each quarter of the year. Robert’s Rules of Order may be consulted for guidance but shall not be binding.

Section 17. Executive Session Meetings. The Board or the President, may at any time decide to go into an Executive Session meeting. Executive Session shall be used when the Board of Directors deems it is necessary to protect the confidentiality of the matters that will be considered there. Executive Session meetings may be attended only by Directors, and any guests the Board invites to join the meeting, which may include the Executive Director, other staff, or any other person the Board wishes to invite. A Director may only be excluded from any portion of Executive Session meetings in which matters will be considered that present a conflict of interest for that Director. Minutes shall be properly recorded. The Secretary shall take care to record in the minutes only the motions passed and information essential to comply with the law in order to protect the confidential nature of Executive Sessions.

Section 18. Notice of Meetings.
(A) Notice must be given to every Director of the Board for every meeting of the Board of Directors, stating the date, time, and location of the meeting, and the purpose of the meeting if required by law or these Bylaws. The notice must be given not less than forty-eight (48) hours in advance of the meeting if delivered by telephone conversation or in person, and not less than seven (7) days in advance if delivered by first class mail, or e-mail to an address provided by the individual Director.

(B) After the initial notice is given of the schedule for a series of regular meetings, which will occur at a fixed time and place, no further separate notice is required for each of those regular meetings. Notice must state the time, date, and location of the meetings and be delivered to all Directors. The Board of Directors may by resolution establish or change the dates of regularly scheduled meetings, with proper notice given to all Directors.

Section 19. Authority of Directors. The President and/or the Executive Director shall be the official spokesperson(s) for the Corporation and may represent the Corporation and its positions whenever appropriate. No Director other than the President may officially represent the positions of the Corporation or speak or make agreements on behalf of the Corporation without specific approval by the Board of Directors.

ARTICLE V. OFFICERS AND STAFF

Section 1. Officers. The Officers of the Corporation shall carry out the policies and decisions of the Board of Directors as directed by the Board. The Officers must include a President, Secretary, and Treasurer. The Board of Directors may also elect one or more Vice Presidents, Chairpersons, and other Officers as desired. The same person may not hold any two of the offices of President, Secretary, or Treasurer at the same time, but the same person may hold any other two (2) or more offices. Officers must serve simultaneously as Directors.

Section 2. Election and Term of Office. The Officers of the Corporation will be elected by the Board of Directors, As soon as possible following the election of Directors, the Board of Directors will meet to elect new Officers of the Corporation. Initial Officers shall serve only until the next Annual Meeting, when initial Officers may be re-elected and any new Officers will be elected by the then current Directors. All subsequent Officers will serve one (1) year terms. However, unless they formally resign or are removed from office, Officers will remain in office until their successors are properly elected, designated or appointed. There is no limit to the number of terms, successive or otherwise, an Officer may serve.

Section 3. Removal. Any Officer elected by the Board of Directors may be removed by a majority vote of all the Directors in office whenever, in its judgment, the interests of the Corporation would be best served by such removal. Removal will be without prejudice to the contract rights, if any, of the Officer so removed. The Officer being considered for removal has no vote in the process of removal. The removal of an individual as an Officer shall have no effect on the individual’s status as a Director, unless the Board or Stewardship Council, whichever is appropriate, also removes the individual as a Director.

Section 4. Vacancies. If any office of the Corporation becomes vacant by death, resignation, retirement, removal, disqualification, or any other cause, a majority of Directors still in office may elect any eligible individual to fill such a vacancy. The elected Officer will hold office for the remaining portion of the term of that office.

Section 5. President. The President is the principal Officer of the Corporation and will, in general, supervise or oversee the supervision of all of the affairs of the Corporation. The President generally will preside at all meetings of the Board of Directors, unless the Board selects another person to preside. The President will also perform other duties as may be assigned by the Board of Directors. The President may serve as an ex-officio member of any committee.

Section 6. Vice-President. The Board of Directors may elect a Vice President. If the Corporation has a Vice President, the Vice President will perform the duties of the President in the absence of the President or in the event of the President’s inability to act. The Vice President, when acting as President, will have all the powers of and is subject to all the restrictions on the President. The Vice President may also perform other duties assigned by the Board of Directors. More than one Vice President position may be created, and duties clarified, in an ordinary resolution of the Board of Directors.

Section 7. Secretary. The Secretary will perform or oversee the performance of the following duties:
          (a) record and keep the minutes of the meetings of the Stewardship Council, Board of Directors, and Board committees in one or more books provided for that purpose;
          (b) see that all notices are duly given in accordance with the provisions of these Bylaws or as required by law;
          (c) be custodian of the corporate records;
          (d) keep a register of the contact information of each Council Member as provided by such member;
          (e) keep a register of the contact information of each Director on the Board of Directors as provided by such Director;
          (f) ensure that all required state and federal reports are prepared and filed in a timely fashion; and
          (g) perform or oversee all duties incident to the office of Secretary and such other duties as from time to time may be assigned by the President or by the Board of Directors.

The Secretary may delegate some or all of these tasks but remains responsible for their proper completion.

Section 8. Treasurer. The Treasurer will perform or oversee the performance of the following duties:
          (a) ensure the proper management and control of all funds of the Corporation;
          (b) prepare full and accurate financial records on a timely basis of all the income, expenses, and assets of the Corporation;
          (c) ensure that written financial statements and reports on the financial affairs of the Corporation are presented to the Board of Directors at least once each quarter at a meeting of the Board of Directors; and
          (d) provide financial information necessary to prepare and file the required reports to state and federal government agencies, showing the income, disbursements, and assets of the Corporation.

The Treasurer may delegate some or all of these tasks but remains responsible for their proper completion.

Section 9. Chair. The Board of Directors may elect a Chair and determine their duties.

Section 10. Executive Director and Staff. The Board of Directors may appoint or employ an Executive Director or other staff, whether paid or unpaid, to perform and conduct the programs and activities of the Corporation. The Board of Directors shall evaluate the performance of the Executive Director on an annual basis. Unless the Board of Directors determines otherwise, the Executive Director will have the power, subject to the approval of the Board of Directors, to hire staff, establish staff duties and performance standards, evaluate the performance of staff, and when necessary terminate the employment of staff of the Corporation. The Executive Director shall receive notice of all meetings of the Board of Directors and Executive Committee meetings, and shall ordinarily attend all Board meetings, except when the Board goes into Executive Session to meet without the Executive Director present.

ARTICLE Vl. COMMITTEES

Section 1, Establishment. The Board of Directors may establish any committee, including standing committees or temporary committees, by a resolution of the Board. Such resolutions must name the committee and the purpose of the committee. The establishment of an Executive Committee must be done in accordance with the procedures stated below.

Section 2. Executive Committee.

(A) The Board of Directors may establish an Executive Committee of the Board to make decisions as deemed necessary between meetings of the full Board, and may delegate to the Executive Committee the power of the Board to authorize expenditures and amendments to budgets, set policies, and authorize programs or activities. The Executive Committee shall be established only by the affirmative vote of at least a majority of all Directors then in office. The Executive Committees shall consist of the Officers so long as they are simultaneously serving as members of the Board of Directors. The Executive Committee may also have up to two (2) other Directors if their membership on the Executive Committee is approved by the affirmative vote of a majority of all Directors then in office. The Executive Committee shall not have any members who are not simultaneously Directors. The Board may place substantive restrictions or limits on the powers of the Executive Committee and may also require certain procedures for the Executive Committee to follow. The Executive Committee must make reasonable efforts to communicate with the full Board in advance regarding the issues and decisions that will be considered or voted on at Executive Committee meetings.

(B) The Executive Committee must comply with the provisions of these Bylaws concerning meetings and decisions of the full Board of Directors, including the requirements for notice, quorum, voting and decision-making, the preparation and subsequent adoption of minutes of Executive Committee meetings, and the permanent storage of those minutes. All Executive Committee decisions must be recorded in official minutes which must be provided to the full Board.

Section 3. Board Level Committees. In addition to the Executive Committee, the Board may establish other committees delegated with the power of the Board of Directors to accomplish specific tasks, including but not limited to:
          (a) making Board decisions,
          (b) authorizing expenditures,
          (c) adopting budgets,
          (d) setting policies, or
          (e) establishing programs.

These types of committees are “Board Level Committees.” Board Level Committees must consist of two (2) or more Directors and shall not have any members who are not simultaneously Directors. Such committees shall be established by resolution adopted by the Board at a properly called meeting and shall specifically state the authority of the Board being delegated to the committee.

Section 4. Non-Board Level Committees. The Board may establish any other working or advisory committee, that may be composed of Board or Non-Board members, that it deems appropriate. These are all “Non-Board Level Committees” which do not have the power to make Board level decisions, authorize expenditures, adopt budgets, set policy, or establish programs. Non-Board Level Committees shall be established by a resolution adopted by the Directors present at a properly called meeting. Any person may be a member of such a committee whether or not that person is a Director. Such committees may include a nominating committee, financial oversight committee, budget committee, personnel committee, and any number of working committees and advisory committees.

Section 5. Financial Oversight Committee.

(A) As soon as reasonably possible, the Board shall establish a Non-Board Level Committee responsible for financial oversight of the Corporation’s income and expenses, which shall be named the Financial Oversight Committee. The committee must consist of two (2) or more persons, including at least one (1) person with some financial experience or experience with bookkeeping who is not the Corporation’s check signer or bookkeeper. The committee shall be responsible for overseeing the Corporation’s financial transactions and the implementation of the Corporation’s financial policies. As part of its mission, the committee shall review on a monthly basis, or oversee a monthly review of, the Corporation’s expenditures, financial transactions, bank statements, returned checks, and credit card statements. The committee shall report any questions or concerns about the Corporation’s finances to the Board. The committee shall also make the necessary arrangements for and oversee the Corporation’s annual audit or annual financial review.

(B) Annual Financial Assessment. The Financial Oversight Committee shall perform an annual audit, financial review, financial compilation, or financial assessment. This need not be a formal audit but must at least involve a sufficiently thorough review of the Corporation’s financial records so that it would likely discover any misuse, embezzlement, or theft of the Corporation’s funds or assets. The financial oversight committee described above shall ensure that the resulting report is presented to the entire Board of Directors.

Section 6. Committee Members. The Board shall appoint the members of committees, or for committees other than the Executive Committee the Board may delegate this task to the President or the Committee Chair. The term of office of a member of a committee will continue until their successor is appointed unless the committee is terminated, the member resigns or is removed from the committee, or the member ceases to qualify as a member of the committee.

Section 7. Committee Chairs. The Board or its designee shall select or appoint a Committee Chair.

Section 8. Limitation on Powers. No committee may:
          (a) elect, appoint, or remove any Council Member, Officer, Director of the Board of Directors, or member of the Executive Committee;
          (b) authorize the sale, lease, exchange, or mortgage of all or substantially all of the property and assets of the Corporation;
          (c) authorize the dissolution of the Corporation or revoke proceedings therefore;
          (d) amend, alter, or repeal the Articles of Incorporation, these Bylaws, or any resolution of the Board of Directors; or
          (e) authorize the payment of a dividend or any part of the income or profit of the Corporation to its Council Members, Directors, Officers, or any other person or entity.

The Board of Directors shall always have the power to amend, alter, or repeal the decisions of committees, subject to limitations on the unilateral amending of contracts, interference with third party rights, and other legal limitations.