Article I – NAME AND PURPOSE
Section 1 – Name: The name of the organization shall be Kansas Organization of Recyclers (KOR). It shall be a nonprofit organization incorporated under the laws of the State of Kansas.
Section 2 – Mission Statement. The Kansas Organization of Recyclers is a non-profit, membership based network of representatives from government, industry, non-profit and public entities and individuals that support environmental stewardship through waste reduction, composting, reuse, recycling, and sustainable efforts in Kansas. KOR provides advocacy, information, technical support, networking and educational opportunities in partnership with local, state, regional and national organizations.
Section 3 – Offices: The organization shall have a registered office, and may have other offices at such places as the Board of Directors may from time to time determine, or as the activities of the organization may require.
Article II – MEMBERSHIP
Section 1 – Eligibility for membership: Application for voting membership shall be open to any individual, business, volunteer organization, educational institution, or government entity in the state of Kansas. The Board of Directors shall establish procedures for the submission and processing of membership applications and the evaluation of an applicant’s qualifications for membership. All members shall be in good standing and shall meet such other criteria as are adopted from time to time by the Board. Membership shall be granted after completion and receipt of a membership application, review by membership committee, and payment of annual dues. All renewing memberships must be paid by March 31 of membership year to remain in good standing.
Section 2 – Qualifications for Membership
Voting Member: Individuals, businesses, volunteer organizations, educational institutions, or government entities who complete a membership application and provide the initial dues at least 31 days prior to the annual meeting shall have one vote at all KOR meetings and shall have their name and address recorded. Members shall retain the right to vote as long as membership dues are paid in full.
Non-voting Member: A person belonging to an organization that has a voting member in KOR who completes a membership application and provides the initial dues at least 31 days prior to the annual meeting shall be a non-voting member of KOR and shall have his or her name and address recorded. Non-voting membership shall be valid as long as membership dues are paid in full. Non-voting (associate) members are not eligible to serve on the board.
Section 3 – Rights of members: Each voting member shall be eligible to appoint one voting representative to cast the voting member’s vote in elections.
Section 4 – Resignation and termination: Any member may resign by filing a written resignation with the secretary. Resignation shall not relieve a member of unpaid dues, or other charges previously accrued. A member can have their membership terminated by a three-fifths majority vote of the Board of Directors. The board shall notify the member promptly of his or her termination. Any member may appeal his or her termination by filing a written appeal with the Secretary of the Board within thirty (30) days of the date of notice of termination. The Board shall consider the appeal at the next regularly scheduled meeting. The decision of the Board shall be final.
a) Upon being reinstated members must pay any and all outstanding dues.
Section 5 - Member at Large. One Member at Large membership will be provided to Kansas Department of Health and Environment Bureau of Waste Management and one Member at Large membership to Environmental Protection Agency 7. Member At Large memberships will pay no dues to KOR for their membership, will have one vote each (the same as Regular Members), but are not eligible to serve on the KOR Board of Directors.
ARTICLE III – MEETING OF MEMBERS
Section 1 – Annual meetings: An annual meeting of members shall be held at such place, date, and time as determined by the Board of Directors.
Section 2 – Special meetings: Special meetings may be called by the President, by the Board of Directors, or upon written request of one-fourth of the voting members.
Section 3 – Notice of meetings: An electronic notice of each meeting shall be sent to each member. If a member has no electronic address then a written notice will be mailed. Notices will be sent no less than two weeks prior to the meeting.
Section 4 – Quorum: Forty percent of board members and three voting members at large will constitute a quorum.
Section 5 – Voting: All issues to be voted on shall be decided by a simple majority of the quorum at the meeting in which the vote takes place. The Board shall maintain, or cause to be maintained, accurate lists of members eligible to vote at all meetings.
ARTICLE IV – BOARD OF DIRECTORS
Section 1 – Board role, size, and compensation. The Board is responsible for overall policy and direction of the association, and delegate’s responsibility of day-to-day operation to the staff and committees. The Board shall have up to fifteen (15), but no fewer than five members and represent the categories of membership. The Board receives no compensation other than reasonable expenses.
Section 2 – Terms: All board members/officers shall serve two-year terms, and are eligible for re-election for up to five consecutive terms.
Section 3 – Meetings and notice: The Board shall meet at least quarterly, at an agreed upon time and place. An official board meeting requires that each board member have written notice at least two weeks in advance. Roberts Rules of Order shall govern the conduct of all meetings of the organization.
Section 4 – Board elections: Board Members shall be elected or re-elected by the voting representatives of the membership at the annual meeting. Officers will be elected by the board. Board Members must be good standing and all dues paid to continue to serve as a board member.
Section 5 – Election procedures: A Board Development Committee shall be responsible for nominating a slate of prospective board members representing KOR’s diverse constituency. In addition, any member can nominate a candidate to the slate of nominees.
Section 6 – Quorum: A quorum of at least forty percent of board members must be present for business transactions to take place and motions to pass. Members participating by teleconference shall be counted in the quorum.
Section 7 – All issues to be voted on shall be decided by a simple majority of the quorum at the meeting in which the vote takes place. The Board shall maintain, or cause to be maintained, accurate lists of members eligible to vote at all meetings.
Section 8 – Officers and Duties: There shall be five officers on the Board, consisting of a president, vice-president, secretary, treasurer, and past president. Their duties are as follows:
The president shall convene regularly scheduled board meetings, preside or arrange for other officers to preside at each meeting in the following order: vice-president, secretary, treasurer.
The vice-president shall chair committees on special subjects as designated by the board.
The secretary shall be responsible for keeping records of board actions, including overseeing the taking of minutes at all board meetings, sending out meeting announcements, distributing copies of minutes and the agenda to each board member, and assuring that corporate records are maintained.
The treasurer shall make a report at each board meeting. The treasurer shall chair the finance committee, assist in the preparation of the budget, help develop fundraising plans, and make financial information available to board members and the public.
Past-President shall be the most immediate Past President eligible to hold office and shall provide guidance and counsel to the Board. The Past-President may serve on the nominating committee if appointed by the President.
Section 9 – Vacancies: In the event that any officer or board member vacates his or her term of office, the vacancy shall be filled by appointment of a majority of the Board of Directors until that vacancy can be filled by election at the next annual meeting.
Section 10 – Resignation, termination, and absences: Resignation from the Board must be in writing and received by the Secretary. A board member shall be terminated from the Board due to excess absences defined as more than two unexcused absences from board meetings in a year. A board member may be removed for other reasons by a three-fifths vote of the remaining directors.
Section 11 – Special meetings: Special meetings of the Board shall be called upon the request of the president, or one-third of the board. The secretary shall send out notices of special meetings to each board member at least two weeks in advance.
ARTICLE V – COMMITTEES
Section 1 – Committee formation: The board may create committees as needed. The Board President appoints all committee chairs.
Section 2 – Executive Committee: The five officers serve as the members of the Executive Committee. Except for the power to amend the Articles of Incorporation and Bylaws, the Executive Committee shall have all the powers and authority of the Board of Directors in the intervals between meetings of the Board of Directors, and is subject to the direction and control of the full Board.
Section 3 – Finance Committee: The treasurer is the chair of the Finance Committee, which includes three other board members. The Finance Committee is responsible for developing and reviewing fiscal procedures, fundraising plans, and the annual budget with staff and other board members. The Board must approve the budget and all expenditures must be within budget. The Board must also approve any major change in the budget. The fiscal year shall be the calendar year. Annual reports are required to be submitted to the Board showing income, expenditures, and pending income. The financial records of the organization shall be made available to the membership.
Section 4- Audit Committee. An annual audit of the checking account subsequent to the election or re-election of the Treasurer shall be conducted by an audit committee appointed by the Executive Committee, which shall certify or note exceptions to the annual report of the Treasurer. Upon completion of such annual audit, the Treasurer covering such audit shall be relieved of any and all liability and responsibility regarding the funds of the organization for the period of time covered by the annual report.
Section 5 – Nominating Committee: The nominating committee includes a chair and three board members, appointed by the President.
ARTICLE VI – DIRECTOR AND STAFF
Section 1 – Executive Director: The Board hires the Executive Director. The Executive Director has day-to-day responsibilities for the organization, including carrying out the organization’s goals and policies. The Executive Director will attend all board meetings, report on the progress of the organization, answer questions of the board members, and carry out the duties described in the job description. The Board can designate other duties as necessary.
ARTICLE VII – AMENDMENTS
Section 1 – Amendments: These bylaws may be amended when necessary by two-thirds majority of the Board of Directors. Proposed amendments must be submitted to the Secretary to be sent out with regular board announcements
ARTICLE VIII -- INDEMNIFICATION
Section 1 – Indemnification: The organization may, to the fullest extent permissible under applicable law, indemnify any person who was or is a party or is threatened to be made a party in any threatened, pending, contemplated or completed action, suit or proceeding, whether civil, criminal, administrative or investigative by reason of the fact that such person is or was a Director, officer, employee or agent of the Corporation, against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement of or in connection with any such action, suit, or proceeding, provided that such expenses, judgments, fines and amounts are in a reasonable sum and are reasonably incurred.
These bylaws were approved at a meeting of the steering committee by a two-thirds majority vote on May 13, 2005. These bylaws were revised by the Board of Directors by unanimous vote on June 13, 2008 and on August 21, 2009.