Bylaws.
Unanimously Approved October 7, 2020Article I:
The name of this Association shall be “Charlotte Sister Cities Association.”
Article II:
Section 1. Purpose:
The purposes of this Association are educational, cultural, social, economic, and charitable. The Association is organized as NOT for profit and no part of its earnings shall insure to the benefit of any member. Charlotte Sister Cities shall establish relationships with foreign countries through agreements signed by the Mayors of each city, or other chief officers of the municipality in the absence of an assigned Mayor.
Section 2. The Association’s Objectives:
a) To cause the people of the City of Charlotte and the people of similar cities of foreign nations to acquire a consciousness of each other, to understand one another as individuals, as members of their community, as residents of their country, and as part of the family of nations.
b) To foster as a consequence of such knowledge and consciousness a continuing relationship of mutual concern between the people of the City of Charlotte and the people of similar cities of other nations.
c) To undertake both in seeking and in consequence of such consciousness and concern any activities and programs that will provide to one another appropriate aid and comfort, education, and mutual understanding.
d) To participate as an organization in the promoting, fostering, and publicizing of local, state, and national programs of international municipal cooperation, and thereby to encourage other organizations and residents of U.S. communities to engage and participate in such programs. To foster and promote friendly relations and mutual understanding between people of U.S. communities and people of friendly nations outside of the United States of America with an emphasis on supporting the nations of our Sister Cities.
e) The Association also has such powers and objectives as are now or may hereafter be granted by the General Not for Profit Association Act of the State of North Carolina.
Article III: MEMBERSHIP
Section 1. Individual Membership:
Membership in the Association shall be open to any person demonstrating through words, actions, or interest, a desire to foster the City of Charlotte’s relationship with its Sister Cities and promote greater global understanding.
Section 2. Organization Membership:
Organization membership shall be open to any organization or business enterprise that endorses the purpose of the Association. Organization membership must be approved by a majority vote of the Board and is open to review every two years.
Article IV: MEETINGS
Section 1. Regular Meetings:
Regular meetings of the members, hosted by the Board of Directors, shall be held either virtually or at a designated location, in the City of Charlotte, twice annually, during the first week of February and the first week of September. These meetings will be held in-person unless 2/3 of the Board of Directors vote to meet virtually. All votes will be conducted by the Board of Directors with input and feedback from the general membership. New members of the Board of Directors and officers will be elected and installed at the February meeting. Time at the February meeting will be set aside for an annual financial review by the Treasurer.
Section 2. Notice of Regular Meetings:
The President shall order the Secretary to give members ten days’ notice of a regular meeting by e-mail, stating in such notice the time, place and business to be transacted at said meeting. In case the office of the Secretary is vacant, any Director or person designated by the President may mail the notice of meeting to members.
Section 3. Special Meetings:
Special meetings of members may be called at any time by the vote of the majority of the Directors. At special meetings of the members, only such business as stated in the call for such meeting shall be transacted. The Secretary shall give the members 15 days notice of such meeting by email therein stating the time, place and the business to be transacted at the special meeting.
Section 4. Quorum:
Fifty percent plus one member of the total elected Board of Directors shall constitute a quorum for all purposes including the election of Directors except when otherwise provided by law. Unless serving a term as an elected Director, the attendance of Ex-officio and Honorary Lifetime Directors will not be counted towards a quorum.
Article V: BOARD OF DIRECTORS
Section 1. Numbers:
The affairs of the Association shall be exercised, conducted, and controlled by a Board of Directors consisting of between 15 and 21 members, which includes officers.
Section 2. Qualifications:
Directors shall be elected by the Board of Directors based on the recommendation of the Nominating Committee of the Association and must attend 2/3 of a combination of all regular member meetings, retreats, and board meetings during their time in service. Directors are expected to demonstrate support for the Mission, Vision, and Objectives of the Association.
Section 3. Nominating Committee
A five-person Nominating Committee will be chaired by the Immediate Past-President. The Board of Directors may replace the Immediate Past-President, as chair, with another selected individual with a 2/3 vote. Up to two members of the Nominating Committee may be members of the Board of Directors. At least two members of the Nominating Committee are to be non-Directors. A Nominating Committee will be appointed by the Board of Directors at the September meeting and approved with a majority vote. The President of the Association may serve as an ex-officio non-voting member of the Nominating Committee. In the case that only four members of the Nominating Committee cast a vote, the President may vote to break a tie.
Section 4. Compensation:
Members of the Board of Directors shall receive no compensation as salary from the Association but may receive reimbursement of expenses for special activities on behalf of the Association. Such expenses shall be approved by the Executive Committee in advance and reported to the Board of Directors.
Section 5. Term of Office:
The Directors shall be elected for a three-year term and each shall hold such office until their successors are elected or three years is completed, whichever comes sooner. A Director who has finished two consecutive terms shall wait three years prior to being considered to rejoin the Board of Directors. Under special circumstances, the Board of Directors may, with a 2/3 vote, re-appoint a past Director one year after the completion of two consecutive terms of service.
Section 6. Vacancies:
Vacancies in the Board shall be filled by a vote of the remaining Directors and such person filling the vacancy shall hold office until the expiration of the term being filled. This vote may take place at a regular Board meeting or regular members meeting provided a quorum of the current Board is present. If the remaining term is two years or less, the incoming Director may serve two full terms consecutively once the term filling the vacancy is completed. If the term filling the vacancy is greater than two years, then the Director may only be elected to one consecutive term thereafter following the guidelines set in Article V, Section 5.
Section 7. Board Meetings:
The regular meetings of the Board of Directors shall be held in-person or virtually in April, November, and January. The Executive Committee will determine the means, locations, and date of Board meetings and communicate this information to Directors at least ten days in advance.
Section 8. Annual Retreat:
The Board of Directors will meet during a designated time in June, July, or August for an annual retreat. This retreat will be open to Directors, Officers, Ex-officio Directors, Honorary Lifetime Directors, and invited guests.
Section 9. Special Meetings:
When deemed necessary, the President, or three members of the Board, may call a special meeting of the Board of Directors. Each call for a special meeting shall be in writing, or by email, giving no less than five business days’ notice of the date, time, place, and purpose of the meeting.
Section 10. Powers and Duties of Directors:
a) The Directors shall have the power to conduct, manage, and control the affairs and business of the Association. b) The Directors shall maintain a complete record of all their business transactions, their minutes, acts, and proceedings of the members and present a full statement at the regular Annual Meeting of the members, showing in detail the condition of the affairs of the Association. c.) Approve the annual budget and budget amendments. d.) As a working Board, Directors are expected to take on leadership of, and/or attend, initiatives of the Association. e.) Directors are required to recuse themselves from all votes that might be deemed a conflict of interest to the Association. This recusal will not impact quorum.
Section 11. Student Representation
Two one-year voting seats on the Board of Directors will be designated for (1) a high school student who studies at school in the Charlotte Region, and (2) an undergraduate college student who studies in the Charlotte Region. Applications may be sent to the Nominating Committee for selection and approval at the February meeting. This one-year term will conclude at the end of the February meeting of the next year and may not be repeated by the same person consecutively.
Section 11a: The inaugural one-year voting seats to the Board of Directors for a designated high school student and undergraduate college student will be determined by the Charlotte Sister Cities Steering Committee. The Steering Committee will nominate these students by Wednesday, January 6, 2021. These student voting members will be voted on by the Steering Committee during the first member meeting in February 2021 and approved with a majority vote by the newly created Board of Directors. Once the inaugural student voting members are elected, Article V, Section 11a will be removed from the Bylaws.
Section 12. Young Professional Representation
At least one full member of the Board of Directors must have been under 40 years of age when elected to their current term.
Section 13: Tie Votes
In the event of a tie vote, a motion is considered defeated.
Section 14: Honorary Lifetime Director
The Board of Directors may bestow the special title of “Honorary Lifetime Director” to an individual who has made significant contributions to the vitality of Charlotte Sister Cities with approval from 3/4 of all current Directors at a regular membership meeting. Though preferably an honor bestowed to a single individual each year, up to two individuals may receive this honor in one calendar year and all current Directors are ineligible for consideration until completion of service. Honorary Lifetime Directors retain their title for life, regardless of meeting attendance, unless removed by the current Directors with a 3/4 vote.
Section 15: Rights of Ex-officio and Honorary Lifetime Board Members
Honorary Lifetime and Ex-officio Directors of the Board may attend and fully participate in all Board meetings and retreats, but do not have the right to vote unless while serving a regularly elected Board term.
Section 16: Class of Elections for the Inaugural Board of Directors
The terms of the Directors elected at the first membership meeting shall be as follows: one group of one-third of the Directors for a term of one year (class a), one group of Directors for a two-year term (class b), and one group of Directors for a three-year term (class c). Directors shall not serve more than two consecutive terms. Regardless of class, inaugural Directors may only be elected to serve one additional consecutive three-year term. Article V, Section 16 may be removed from the Bylaws seven years following the approval of the first Bylaws.
Article VI: OFFICERS
Section 1. Appointment of Officers
All officers of the Association shall be recommended by the Nominating Committee and be elected or appointed by the Directors from their members as hereinafter provided.
Section 2. Officer Roles
Officers of the Association shall be the President, a Vice President for Community Engagement, a Vice President for Global Affiliations, a Secretary, and a Treasurer.
Section 3. Ex-officio Members
The Mayor of the City of shall serve as the Honorary Chair of the Association, as well as an ex-officio Director of the Association, with attendance expectations waived. The City of Charlotte’s Chief of Protocol shall also serve as an ex-officio Director of the Association, with attendance expectations waived.
Section 4. Board Compensation and Expenses
Officers shall receive no compensation as salary from the Association but may receive reimbursement of expenses for special activities on behalf of the Association. Such expenses shall be approved by the Executive Committee in advance and reported to the Board of Directors.
Section 5. Powers and Duties of Officers:
a) The President shall preside at all meetings of the Directors and members. The President shall sign, as President, all certificates and all contracts and other instruments. The President shall represent the organization publicly, promote the success of other officers, and serve as an ex-officio member of all committees.
b) The Vice President for Community Engagement shall assume the duties of President in the President’s absence and assume such duties assigned from time to time by the Board of Directors. The Vice President for Community Engagement shall oversee member engagement and communication within the Charlotte community in coordination with the President. This includes public outreach, webmaster support, and social media support.
c) The Vice President for Global Affiliations shall oversee relations and communications with all of Charlotte’s sister cities in coordination with the President and City Chief of Protocol. The Vice President for Global Affiliations will also serve as an ex-officio member and chief liaison of the Association to individual Sister Cities Committees. The Vice President for Global Affiliations will assume other duties assigned from time to time by the Board of Directors.
d) The Secretary shall: 1. Keep records and minutes of all Board and membership meetings and ensure that minutes are sent to the membership by email and submitted on the website. 2. Be custodian of the association seal. 3. Keep the membership book showing the name of each member and pertinent information relative to each member. 4. Sign, where required, all corporate papers in conjunction with the President.
e) The Treasurer shall: 1. Be the custodian of all funds of the Association depositing such funds in banks designated by the Board of Directors. 2. With the exception of petty cash, the Treasure may disburse funds only as authorized by the Board, as a pre-approved budget line-items or as individual expenses. All checks must bear the signature of the Treasure as well as the signature of either the President or one of the Vice Presidents. 3. Provide a financial update at all Board and membership meetings. 4. Create an annual budget for the upcoming year, to be presented and approved at the November Board meeting. 5. Present an annual financial report at the February membership meeting. 6. Work with an independent third party to conduct an annual financial audit and tax filing.
Section 6. Conflict of Interests
The Nominating Committee and Board of Directors are responsible for oversight of conflict of interest for officers during their term. Officers of the Association may not serve in a role or position outside of the Association that might serve as a conflict of interest to the mission, vision, or objectives of the Association. Officers are required to recuse themselves from all votes that might be deemed a conflict of interest to the Association.
Section 7. Officer Terms
Officers will be elected by the Board of Directors for two-year terms. The President may only serve one term consecutively but may be re-elected two years after the completion of a term. The Vice President for Community Engagement, Vice President for Global Affiliations, Secretary, and Treasurer may serve two consecutive terms provided their second term as a Director does not expire. The immediate-Past President has the option of serving as an ex-officio member of the Board of Directors and Executive Committee for two years immediately following the completion of their term. The immediate-Past President only retains voting rights on the Board of Directors up until the completion of their second terms as a Director.
ARTICLE VII: EXECUTIVE COMMITTEE
Section 1. Composition of the Executive Committee
The Executive Committee shall be comprised of the officers and members of the Board of Directors as chosen by the Board. The President shall serve as the Chair of the Executive Committee.
Section 2. Role of the Executive Committee
The Executive Committee shall transact all routine business and shall exercise all powers of the Board of Directors in the interim between its meetings and shall report all actions to the Board of Directors. At least three voting members of the Executive Committee shall constitute a quorum.
ARTICLE VIII: COMMITTEES
Section 1. Sister City Committee
There shall be a Sister City Committee for each of the sister cities with which the City of Charlotte has a formal relationship. Each committee shall be chaired by a member who is designated by the Board of Directors with a majority vote and shall have the primary responsibility for developing a program with its sister city in furtherance of the purposes established by this Association. Chairs are elected for a term of two years with a limit of three consecutive terms. Whenever possible, the selection of City Chairs will be made in consultation with members of the specific City Committee. The Chairs of each City Committee report to the Board of Directors through the Vice President for Global Affiliations.
Section 2. Ad-Hoc Committees
The Board of Directors may create Standing or Ad-Hoc Committees as deemed necessary. The President may appoint a chair to these committees, with majority approval of the Executive Committee. Chairs are elected for a term of two years with a limit of three consecutive terms.
Section 3. Establishing Ad-Hoc Committees
The President shall have the power to call for the establishment of Ad-Hoc Committees
ARTICLE IX: ADMINISTRATION
Section 1. Fiscal Year
The fiscal year shall commence on the first day of January and end on the last day of December.
Section 2. Financial Records
Financial records shall be open for inspection upon the reasonable request of any member of the Board of Directors. A complete statement of receipts and expenditures shall be presented at the February meeting by the Treasurer.
ARTICLE X: REMOVAL OF CHAIRS, DIRECTORS, and OFFICERS
Section 1: Attendance
Chairs, Directors, and Officers are responsible for upholding attendance requirements as stated in Article V, Section 2. Violation of attendance will result in immediate removal unless a vote of 3/4 of the remaining Directors permits an exception with defined stipulations.
Section 2: Reasons for Removals
A Chair, Director, or Officer may be considered for removal due to the following circumstances: violation of the law at the felony level; conflict of interest; or unethical behavior.
Section 3: Removal Process
The Chair, Director, or Officer considered for removal must be notified by a member of the Executive Committee at least 5 business days prior to the meeting in which the removal vote will be conducted. A quorum of Directors is required for a removal vote. The Chair, Director, or Officer considered for removal has the right to speak for up to five minutes and/or present a written statement to the Board prior to a removal vote. If 2/3 of Directors approve of the motion for removal, removal is immediate. The removed officer will have three days to return any materials and files that are the property of the Association.
Section 4: Re-Appointment of a Removed Chair, Director, or Officer
Removed Chairs, Directors, or Officers may not be considered again for a position in the Association for three years following removal unless a 3/4 vote of the current Directors determines otherwise.
ARTICLE XI: AMENDMENTS
Section 1: Amendment Process
These Bylaws may be altered or amended by the Board of Directors at any February or September regular member meeting. At least one month prior to the February or September meeting, the Board of Directors will propose the amendment with a majority vote. Notice of the proposed amendment must be sent out electronically to all members of the Association, at least 21 days in advance, for review. Prior to a vote at the February or September meeting, at least 30 minutes must be devoted to comments from any members or until no further comments remain. A final vote of 2/3 or more of the Directors, at the February or September meeting, is required for the amendment to be approved.
Section 2: Alternative Amendment Process
With a 3/4 vote of the Board of Directors, a special meeting of regular members may be called for the consideration of an amendment to the Bylaws. This must be communicated to all members of the Association at least 21 days in advance. With the exception of the meeting date, all procedures must follow what is stated in Article X1, Section 1.