PETAL KINDNESS BYLAWS
ARTICLE I - NAME, PURPOSE
Section 1: Name. The name of the organization shall be Petal Kindness.
Section 2: Purpose. Petal Kindness is organized exclusively for charitable purposes and sustainability for the local Tahoe community.
ARTICLE II - ANNUAL MEETING
Section 1: Annual Meeting. The date of the regular annual meeting shall be set by the Board of Directors who shall also set the time and place.
Section 2: Notice. Notice of each meeting shall be given to each member not less than ten days before the meeting.
ARTICLE III - BOARD OF DIRECTORS
Section 1: Board Role, Size, Compensation. The Board is responsible for overall policy and direction of Chairs and Committees, and delegates responsibility for day-to-day operations to the Chairs and Committees. The Board shall have up to 5 and not fewer than 3 members. The board receives no compensation other than reasonable expenses.
Section 2: Meetings. The Board shall meet at least once per quarter during the operating season of Petal Kindness, at an agreed-upon time and place.
Section 3: Board Elections. Election of new directors or election of current directors to a second term will occur as the first item of business at the annual year-end meeting of the organization. Directors will be elected by a majority vote of the current directors. An applicant must have held a position on the Board before holding the position of President.
Section 4: Terms. All Board members shall serve a one-year term but are eligible for re-election.
Section 5: Quorum and Voting. A quorum must be attended by at least 50 percent of the Board members before business can be transacted or motions made or passed. In the absence of a quorum, no formal action shall be taken except to adjourn the meeting to a subsequent date. The passage of a motion requires a simple majority.
Section 6: Notice. An official Board meeting requires that each Board member have notice two weeks in advance.
Section 7. Officers and Duties. There shall be a minimum of three members on the Board consisting of a Board President, Executive Director, Treasurer, and Secretary. Their duties are as follows:
Executive Director: Oversee the operations of the organization. Apply for grant funding and ensure the mission of the organization is observed and is financially sustainable. Responsible for ensuring that accurate and sufficient documentation exists to meet legal requirements and to enable authorized persons to determine when, how, and by whom the Board's business was conducted.
Board President: Oversee the Board Meetings, set meeting dates, and establish the meeting agenda, manage organizational priorities.
Treasurer: Shall report at each Board meeting on the finances of the organization, assist in the preparation of the budget, discuss or develop fundraising plans, and provide financial information available to Board members and the public.
Secretary: Shall record minutes of meetings, ensure their accuracy, and availability, propose policies and practices, and submit reports as needed to the board. The secretary shall guide communications and marketing efforts.
Section 8: Vacancies. When a vacancy on the Board exists, nominations for new members may be received from present Board members by the Planning Director two weeks in advance of a Board meeting. These nominations shall be sent out to Board members and the nominees. Nominees and all members will be notified of the vacancy and have the opportunity to apply to the Board. The Board will evaluate the applicants by interview and then vote at the regular Board meeting or sooner. These vacancies will be filled only to the end of the particular Board member's term.
Section 9: Resignation, Termination and Absences. Resignation from the Board must be in writing and received by a board member. A Board member may be dropped for excess absences from the Board if s/he has two unexcused and two excused absences for a total of four from Board meetings or two excused and two unexcused for a total of four event absences in a year. If a member reaches the limit of absences, s/he will have a sit down discussion with the Board and the Board will vote to excuse the member with a majority vote. A Board member may be removed for other reasons by a three-fourths vote of the remaining directors.
ARTICLE IV - COMMITTEES
Section 1: The Board may create committees as needed, such as fundraising, volunteering, etc. The Board shall appoint with majority vote all committee leaders.
ARTICLE V – FISCAL POLICIES
Section 1: Fiscal Year. The fiscal year of the Board shall be January 1st – December 31st.
ARTICLE VI - AMENDMENTS
Section 1: Amendments. These Bylaws may be amended when necessary by a two-thirds majority of the Board of Directors. Proposed amendments must be submitted to the Planning Director to be sent out with regular Board announcements.
These Bylaws were adopted by the Board of Directors of Petal Kindness on 02/25/2024.
Bylaws & Conflict of Interest Statement (2024)
Petal Kindness is committed to integrity and fairness in the conduct of all of its activities. Inevitably, the interests of the Board/Staff/Volunteers will involve them in organizations, causes, and other endeavors that intersect with the affairs of Petal Kindness. This conflict of interest statement is intended to give guidance on disclosure of conflicts. This conflict of interest statement applies to all persons holding positions of responsibility and trust on behalf of Petal Kindness, including, but not limited to members of the Board of Directors, volunteer committee members, and Petal Kindness staff (Board/Staff/Volunteers). Individuals worthy of affiliation with Petal Kindness will govern themselves by the spirit of this statement.
Each Board/Staff/Volunteer has to place the interest of Petal Kindness foremost in any dealings on behalf of Petal Kindness. This accountability supersedes any conflicting loyalty to business interests, personal interests, or paid or volunteer service to other organizations.
No Board/Staff/Volunteer will derive any personal profit or gain, directly or indirectly, because of his or her service to Petal Kindness.
The conduct of personal business between any Board/Staff/Volunteer and the organization is prohibited (no self-dealing).
Board/Staff/Volunteers may not obtain for themselves, their relatives, or their friends a material interest of any kind from their association with Petal Kindness.
If a Board/Staff/Volunteer has an interest in a proposed transaction with the organization in the form of a significant personal financial interest in the transaction or in any organization involved in the transaction, or holds a position as trustee, director, or officer in any such organization, he or she must make full disclosure of such interest before any discussion or negotiation of the transaction and abstain from decision-taking actions. With disclosure to other participants, the work of Petal Kindness is furthered by the willingness of conflicted persons to share information bearing upon the matter under consideration.
No Board/Staff/Volunteer may accept any payment or article of value from a grantee, potential grantee, or supplier, except nominal hospitality such as meals or token recognitions. In general, board members and staff should make every effort to decline to accept gifts on behalf of Petal Kindness, but in cases where it could be considered ungracious to decline, Petal Kindness representative should make clear that the gift is being accepted on behalf of, and will be given to, Petal Kindness.
Petal Kindness does not encourage fundraising for other individual non-profit organizations while serving on the Petal Kindness Board recognizing that our efforts support the overall nonprofit sector in the Tahoe Region. Given the size of our community, we recognize that overlaps will occur, but request special attention to the confidentiality of Petal Kindness donors, coordination with Petal Kindness staff, and clarity concerning roles.
If a conflict, or the potential appearance of a conflict, exists, the Board members must recuse themselves by not influencing, attempting to influence, or participating in that discussion and/or vote.
Please list below, the groups and organizations you/spouse/parent/child are involved with as a board member, volunteer, staff person, or consultant. In general, affiliations or interests should be disclosed as part of Petal Kindness's decision-making process whenever there is any doubt about whether disclosure is required.
Name of Organization Level of Involvement (Board member, volunteer, staff member or consultant)
Other disclosures:
_____________________________________________________________________
_____________________________________________________________________
_____________________________________________________________________
I have read the Conflict of Interest Statement 2024 and agree to abide by it:
Name: ______________________________________ Date: _____________
Signature: ________________________________________________________