Section 1. The name of this organization shall be Sustainable Edmond.  

Section 2. The Board shall adopt a mark or graphic symbol for Sustainable Edmond.

Section 1.  Generally, Sustainable Edmond is organized exclusively for charitable, scientific and educational purposes.  Specifically, Sustainable Edmond shall serve as a regional chapter of the Oklahoma Sustainability Network.

Section 2.  The mission of Sustainable Edmond is to promote individual responsibility, business activity and public policy to improve Edmond’s economy, ecology, and social equity so that in the immediate and distant future citizens of Edmond will have the highest possible quality of life.

Section 1. Membership shall be open to any person who is a resident of the City of Edmond, and who subscribes and adheres to the Organization’s mission.  

Section 2. Each Member shall be eligible to cast one vote.

Section 3. Each Member shall be eligible to hold office.

Section 4. Dues in the sum of $25.00 shall be payable (i) for new Members, on the day that the Member joins Sustainable Edmond.  

Section 5. The Term of Membership shall be for one year, beginning on May 1, of each calendar year and ending the last day of April of the next calendar year.    

Section 6. A Member shall pay annual dues to the Treasurer to cover operational expenses; the amount of dues may be increased or decreased by the Board with approval by a simple majority of voting Members present at the meeting at which the dues are voted upon.  

Section 7. The Board may authorize a waiver of the dues for a Member at its discretion, on an equitable basis.

Section 1. The Board of Directors shall include the Chair, the Vice Chair, the Treasurer and the Secretary.  The Board may also include Committee Chairs, and at large Members.

Section 2. Board Members shall serve a two year term, which shall run from May 1 of the calendar year to April 30 of the next calendar year.  However, the term of the first persons to hold the positions of Chair and of Secretary shall be for three years.  All subsequent terms of office for the Chair and the Secretary positions shall permanently revert to two years.  

Section 3. Board Members may serve no more than two consecutive terms.

Section 4. Board Members shall serve without compensation of any kind.

Section 5. Board Members shall be eligible to be reimbursed for expenses paid on behalf of Sustainable Edmond for any approved expenses.  

Section 6. The Chair shall:

Section 7. The Vice Chair shall:

Section 8. The Treasurer shall:

Section 9. The Secretary shall:

Section 1. Meetings of the general Membership shall be held quarterly on a day, time and place to be designated by the Board.  All general meetings shall be open to the public.  

Section 2. Meetings of the Board shall be held monthly at the option of the Board, and upon a day, time and place to be designated by the Board.  

Section 3. The Annual Meeting of Sustainable Edmond shall be held on the first Saturday of May of the calendar year for the purpose of installing Board Members, presenting the annual budget, receiving the Chair’s annual report of the Organization’s activities, receiving the Treasurer’s financial report and transacting other such business as may be appropriate.  The Secretary shall cause to be mailed or e-mailed to every Member in good standing at his or her address as it appears in the Membership rolls, a notice telling the time and place of the annual meeting.  

Section 4. The election of Board Members shall be held at the September meeting.  

Section 5. A budget and planning meeting of the Board will take place once a year in the fall after the September Meeting, and shall be attended by all Board Members and all Board Members-Elect.  

Section 6. Special meetings may be called under any circumstances deemed appropriate by the Chair and/or the Vice-Chair.  The Secretary shall cause notices of special meetings to be mailed to all Members at their addresses or e-mail addresses as they appear in the Membership rolls at least five calendar (5) days before the scheduled date set for such special meeting.  The notice shall state the reasons that the special meeting has been called, the business to be transacted and by whom the meeting was called.  No other business but that specified in the notice may be transacted at such special meeting without the unanimous consent of all Members present at such meeting.  

Section 7. A quorum must be attended by at least 75 percent of the Board Members before business can be transacted or motions made or passed at any meeting.

Section 8. The order of business conducted at any and every meeting shall be:

Section 1. Nominations for Board positions will be accepted beginning at the August Meeting.  Members may seek nomination or have other Members nominate them.  Nominees must be Members in good standing at the time of nomination, including having paid all required dues.

Section 2. Board Members shall be elected during the September meeting by simple majority vote of Members present and who are entitled to cast a vote.  No proxies or absentee ballot voting shall be allowed.  For election of officers, ballots shall be provided and there shall not appear any place on such ballot that might tend to indicate the Member who cast such ballot.  Ballots shall be counted privately at the meeting by the Secretary, with direct oversight of the Chair.  The winner of each position shall be announced before the conclusion of the September meeting.  

Section 3. In the event of a midterm vacancy of any officer except Chair, the Board shall appoint a replacement to serve for the remainder of the term.  In the event the Chair is unable to complete his or her term, the Vice-Chair shall succeed to the office of Chair, and the Board shall appoint a replacement Vice-Chair to complete the former Vice-Chair’s term.  

Section 4. Board Members elected in September will work as apprentices to the current Board Members until the newly elected officers take over during the May meeting of the next calendar year.

Section 1. These by-laws may be altered, amended or repealed and new by-laws may be adopted by a two-thirds vote of the Members present at a general Membership meeting, provided the procedures below have been strictly satisfied.

Section 2. Amendments or other changes must be proposed at a general Membership meeting in writing, where the Secretary will record the proposed amendments in the minutes.  Each Member will have a copy of the proposed amendments supplied to them two weeks before the meeting at which the amendments will be voted upon.  Amendments will be voted on in a timely manner.

Section 1. Committees of Sustainable Edmond may be created as needed and receive such status as deemed appropriate by the Executive Committee (i.e. Standing Committee, Ad Hoc Committee, or Task Force).
 
Section 2. Each committee or task force shall consist of a Chairperson and one or more Members.  

Section 3. Each committee shall elect or appoint its own Chairperson.  The term of Committee Chairs shall be one year.  Committee Chairs may serve no more than two consecutive terms.

As a local chapter of the Oklahoma Sustainability Network, Sustainable Edmond is expected to: invite a wide-range of local/regional citizens to the table for promotion of a common purpose, select a chapter Chair who will be a Member of the OSN Board, hold regular discussion forums/committee meetings in our region, plan annual conference on rotating basis (optional), maintain its own website with a link to OSN’s website (www.oksustainability.org), send electronic progress reports to OSN on-line newsletter editor, route any tax deductible donations through the State OSN account and follow legal guidelines to permissible 501(c)(3) activities as set forth by the Oklahoma Secretary of State.

Section 1. The fiscal year of Sustainable Edmond shall begin on May 1 and end on the last day of April the following calendar year.

Section 2. In the event that Sustainable Edmond dissolves, the residual assets shall be distributed to OSN or one or more private or public non-profit organizations whose purposes are compatible with that of Sustainable Edmond.  Such organization(s) shall be suggested by the chapter Board and approved by a simple majority of Sustainable Edmond voting Members and the OSN board of directors.

Section 3. Not later than three (3) months after the close of each fiscal year, there shall be a review of the organization’s financial records. This review shall be conducted by a qualified firm, individual, or committee as selected by the Board.

A Sustainable Edmond Board Member may be removed for cause, at the discretion of the Board.

Section 1. Removal from Board:

Section 2. Removal or suspension from OSN Chapter Membership (those Members with voting privileges):