ARTICLE I. NAME
1.01
Name. The name of the Corporation is Teaming to Win, Inc.
ARTICLE II. PURPOSE
2.01
Purpose. The purpose of the Corporation shall be as set forth in its Articles of Incorporation.
ARTICLE III. BOARD OF DIRECTORS
3.01
General Authority. The business, property and affairs of the Corporation shall be managed and controlled by its Board of Directors. In no event shall the activities of the Corporation consist of the carrying on of propaganda or otherwise attempting to influence legislation. The Corporation shall not participate in, or intervene in (including the publishing or distribution of statements) any political campaign on behalf of any candidate for public office. No part of the Corporation’s net earnings shall inure to the benefit of any private shareholder or individual. The Corporation shall not carry on any other activities not permitted to be carried on by a corporation exempt from tax under the Internal Revenue Code. (Amended by resolution at a regular meeting of the Board of Directors held April 3, 2002.)
3.02
Number and Qualification. The Board of Directors of the Corporation shall consist of not less than 3, but not more than 11 members, including ex-officio members. The Board of Directors shall be elected from members of the community who are committed to the advancement of the purposes of the Corporation, with special consideration given to those community member who have served as a co-director of the Corporation’s annual conference. (Amended by resolution at a regular meeting of the Board of Directors held June 28, 2001 and by resolution passed at a regular meeting of the Board Directors held June 27, 2002.)
3.02.1
Vote and Proxy. Each Director, who does not exclude himself or herself from voting due to an ex-officio capacity, shall have one vote. All matters subject to vote, including those not specifically set forth in a resolution, shall be approved only with a majority or at least fifty-one percent (51%) of the voting Directors serving in office. A Director may designate, in writing, a proxy to act on his or her behalf and to vote in his or her stead. (Amended by resolution at a regular meeting of the Board of Directors held June 28, 2001.)
3.03
Election and Term. There shall be 3 classes of Directors, to be known as Class One, Class Two and Class Three. The term of office of the Class One Directors shall expire at the first annual meeting of the Board of Directors; the term of the Class Two Directors shall expire at the second annual meeting; and the term of the Class Three Directors shall expire at the third annual meeting. At each annual meeting of the Board of Directors held thereafter, Directors nominated by the Board of Directors to succeed those whose terms have expired shall be elected by a majority of the remaining members of the Board of Directors for a term of 3 years. Any Director so elected by the Board of Directors shall hold office until the expiration of his/her term of office or until the election and qualification of his/her successor. Any Director may serve any number of consecutive terms, if so elected.
3.04
Resignation. Any Director may resign at any time by giving written notice of such resignation to the Board of Directors.
3.05
Removal. Any Director may be removed by a majority vote of the Board of Directors whenever in its judgment the best interest of the Corporation would be served thereby.
3.06
Vacancies. If any Director vacates his/her position due to death, resignation, removal, disqualification or otherwise, a new Director shall be elected for the unexpired portion of his/her term by an affirmative vote of a majority of the remaining Directors, even if less than a quorum.
3.07
Duties of the Chairperson. The Chairperson shall serve for a term of one year and shall carry out the following duties: (1) preside over all meetings of the Board of Directors; (2) announce the date, time and place of regular meetings; (3) facilitate discussion and/or voting and/or resolutions as applicable and related to fundamental business decisions; and (4) call special meetings, as deemed necessary and in the best interest of the corporation. (Amended by resolution at a regular meeting of the Board of Directors held June 28, 2001.)
3.08
Annual and Regular Meetings. The annual meeting of the Board of Directors shall be held in June of each year for the purposes of electing Directors of the class whose term has expired, electing a Chairperson of the Board of Directors, electing officers, reviewing financial records prior to audit, and for the transaction of such other business as may properly come before the meeting. The Board of Directors shall hold regular meetings on such date and at such time and place as the Board, through announcement by its Chairperson, may, from time to time, designate. (Amended by resolution at a regular meeting of the Board of Directors held June 28, 2001.)
3.09
Special Meetings. Special meetings of the Board of Directors may be called by the Chairperson of the Board or by one-third (1/3) of the members of the Board of Directors; provided that, a notice of the date, time, place and purpose of the meeting is given to each member.
3.10
Notice of Meetings. Notice of any annual, regular and special meeting of the Board of Directors shall be given by contacting each Director at least two (2) days before such meeting, but such notice may be waived by any Director. Notice of any annual, regular or special meeting of the Board of Directors may be dispensed with if every Director shall attend in person, or if any Director shall file a signed waiver of such notice with the records of the meeting, either before or after such meeting.
3.11
Quorum. A majority or at least fifty-one percent (51%) of the members of the Board of Directors in office, including ex-officio members, shall constitute a quorum at any annual, regular or special meeting of the Board of Directors. Attendance at meetings may be made by telephone or other telecommunication method that allows all persons attending the meeting to hear each other or to see in written form the word of others. (Amended by resolution at a regular meeting of the Board of Directors held June 28, 2001.)
3.12
Polling of Directors in Lieu of Meeting. Any action which may be taken at a meeting of the Board may be taken without a meeting by polling the members of the Board of Directors concerning the action to be taken. The polling may be accomplished by electronic mail or facsimile.
3.13
Compensation of Directors. No Director shall be entitled to or shall receive any compensation from the Corporation; however, this provision shall not apply to reimbursement for necessary expenses incurred on behalf of the Corporation. Such payments must be approved by the Board of Directors.
3.14
Ex Officio Board Members. An ex officio member of the Board is a regularly elected Board member whose position/employment outside of Teaming to Win, Inc. prevents the member from fully participating in all Board activities. An ex officio member will fully participate in all Board activities except that such member shall not vote on financial matters and not participate in any activity where the member has a conflict by virtue of his or her outside employment. An ex officio member has no fiduciary responsibilities to the organization. A member's ex officio status will be declared at the time the member is elected/appointed and will be in effect for the member's full term. An ex officio member may resign at any time upon written notification to the organization.
ARTICLE IV. OFFICERS
4.01
Titles and Terms of Office. The officers of the Corporation shall be a President, a Vice President, a Secretary and a Treasurer. It is permissible for one officer to hold two or more positions simultaneously, excluding the offices of President and Secretary. The terms of office of all officers shall be one year.
4.02
Election. The officers of the Corporation shall be elected by the Board of Directors at the annual meeting.
4.03
Removal. Any officer may be removed by a majority vote of the Board of Directors whenever in its judgment the best interests of the Corporation would be served thereby.
4.04
Vacancies. A vacancy in any office because of death, resignation, removal, disqualification or otherwise, may be filled by the Board of Directors for the unexpired portion of the term.
4.05
President. The President shall carry out the resolutions of the Board of Directors; shall be in general charge of the properties and affairs of the Corporation; and shall perform such other duties as may be designated by the Board of Directors. The President, on behalf of the Corporation, shall not enter into any contracts valued in excess of three thousand dollars ($3,000) without the prior written approval of the Board of Directors. The President, or his or her designee, shall attend all planning committee meetings and shall report back to the Board of Directors concerning those meetings.
4.06
Vice President. The Vice President shall, in the absence of the President, exercise the powers of the President and shall perform such other duties as may be designated by the Board of Directors.
4.07
Secretary. The Secretary shall keep the minutes of all meetings of the Board of Directors; shall provide all meeting notices; may sign with the President in the name of and on behalf of the Corporation or attest the signature thereon on all contracts, conveyances, bonds, deeds, assignments, mortgages, notes and other instruments; and shall perform such other duties as may be designated by the Board of Directors.
4.08
Treasurer. The Treasurer shall be responsible for overseeing all funds and securities of the Corporation; shall keep full and accurate accounts of all monies received and paid out on account of the Corporation; shall sign checks jointly with the President; shall promptly submit to the Board of Directors quarterly financial reports and all records to be audited following the close of the fiscal year; shall give bond for the faithful discharge of his/her duties as required by the Board of Directors; and shall perform such duties as may be designated by the Board of Directors.
ARTICLE V. MEMBERS
5.01
Members. The Corporation shall have no members.
ARTICLE VI. COMMITTEES
6.01
Committees. The Board of Directors may appoint from its number, or from among such persons as the Board may select, one or more committees, and at any time may appoint additional members thereto. The members of any such committee shall serve at the pleasure of the Board of Directors. Such committees shall advise and aid the officers of the Corporation in all matters designated by the Board of Directors. Each such committee may, subject to the approval of the Board of Directors, prescribe rules and regulations for the call and conduct of meetings of the committee and other matters relating to its procedure.
ARTICLE VII. FISCAL YEAR
7.01
Fiscal Year. The fiscal year of the Corporation shall be the calendar year.
ARTICLE VIII. AMENDMENT OF BYLAWS
8.01
Amendment of Bylaws. The bylaws of the Corporation may be amended by the affirmative vote of a majority of the entire Board of Directors then in office at any annual, regular or special meeting duly convened after notice of such purpose.
RECORD OF AMENDMENTS
| Clause Amended | Date Amended |
| Section 3.02 | June 28, 2001 |
| Section 3.02.1 | June 28, 2001 |
| Section 3.07 | June 28, 2001 |
| Section 3.08 | June 28, 2001 |
| Section 3.11 | June 28, 2001 |
| Section 3.01 | April 3, 2002 |
| Section 3.02 | June 27, 2002 |
| Section 3.14 | May 5, 2004 |