BYLAWS
As adopted by the membership at the November 8, 2002 Annual Meeting.

ARTICLE I – NAME The name of this organization shall be the Appalachian Coalition for Just and Sustainable Communities (hereinafter referred to as “the Coalition”).

ARTICLE II – PURPOSE AND POLICY
SECTION 1. – PURPOSE The Coalition is an Appalachia network of diverse individuals, organizations, community groups, and institutions of educational institutions working on issues of social, economic, and environmental justice and sustainability. The coalition is organized exclusively for charitable, educational and scientific purposes, within the meaning of Section 501(c)(3) of the Internal Revenue Code, including engaging in any lawful act or activity for which corporations may be organized under Chapter 55A of the General Statues of North Carolina.

More specifically, the corporation shall be a networking organization within the Appalachian region and shall:
• Promote social, economic and environmental justice and sustainability
• Provide educational programs for its members and the community which relate to its stated purpose
• Link local non-profit organizations with national and international non- profit organizations to promote its stated purpose
• Assist local non-profit organizations with finding needed resources
• Provide research, analyses and assistance with the development of public policies that positively affect the geographic region

SECTION 2. – NON-PARTISAN POLICY The Coalition shall not support or oppose any political party or candidate for governmental office and shall not engage in carrying on propaganda, or otherwise attempting to influence legislation as a substantial part of its activities.

ARTICLE III – MEMBERSHIP
SECTION 1. – COALITION ORGANIZATIONAL AND ACADEMIC MEMBERS Organizations, community groups, and educational institutions that subscribe to the purposes and policies of the Coalition are eligible for membership. Member organizations must be located in the Appalachia region, which is substantially defined to include parts of Alabama, Georgia, South Carolina, Tennessee, North Carolina, Virginia, West Virginia, Kentucky, Maryland, Ohio, and Pennsylvania, or must conduct a significant portion of its purposeful activities, whose focus is consistent with the purpose of the Coalition, within the region. Organizations and institutions of higher education shall assume privileges of membership with the payment of dues. Each organization and educational institutuios shall designate an official representative as Organizational Member to the Coalition, with changes in representative at the discretion of that organization or institution of higher education. All other members of member organizations are to be considered Associate Members of the Coalition and may attend general membership meetings and may serve on committees, but may not be elected or appointed to the Board. The Coalition shall communicate with Associate Members through their respective member organizations.

SECTION 2. – COALITION INDIVIDUAL MEMBERS Individuals that subscribe to the purposes and policies of the Coalition are eligible for membership. Individuals shall assume privileges of membership with the payment of dues. Individual members may serve on committees and may be elected to the Board of Directors. The Coalition shall communicate directly with Individual Members.

ARTICLE IV – BOARD OF DIRECTORS
SECTION 1. – NUMBER, MANNER OF SELECTION, AND TERMS OF OFFICE The Board of the Coalition shall consist of one representative from each member organization, community group, and institution of higher education. The membership shall elect additional members from the Individual Member category, not to exceed 12 additional members. Elected Board members shall serve for three years, in staggered terms.

SECTION 2. – POWERS AND DUTIES The Board of Directors shall have full power and authority to manage the property and conduct business of the Coalition. The Board shall coordinate the annual general meeting and all other meetings of the general membership. The Board shall review diversity in the Coalition and report to the annual meeting.

SECTION 3. – PROGRAM The Board has the authority to establish programs, projects, and studies, partnering coalition members with each other.

SECTION 4. – ADOPTION OF POLICIES In accordance with the values of the Coalition, the Board shall adopt policies on issues in Appalachia. Before adopting a policy either the Board shall institute a research study or a member organization, community group, or institution of higher education may supply research supporting the policy statement. Policy statements on issues shall be written to reflect consensus of coalition members after review of research material. The Board shall adopt consistent procedures for the consideration of policy issues.
SECTION 5. – ACTIONS The Board has authority to engage in actions that further the goals of the Coalition, based on the adopted policy statements on issues. The Board shall adopt consistent procedures for establishing an action agenda.

SECTION 6. – VACANCIES Any vacancies occurring in the Board of Directors by reason of resignation, death, or disqualification may be filled by the member organization, community group, or higher education institution losing the representation or, in the case of elected member, by a majority vote of the remaining members of the Board of Directors.

SECTION 7. – MEETINGS The Board of Directors shall establish a calendar of regular Board meetings for the year, scheduling at least two face-to-face meetings during the year. Additional polling of members by e-mail, phone conferencing, or other means many be undertaken by action of the Executive Committee. One-quarter of the members of the entire Board may arrange with the President to call a special meeting of the Board. For special meetings all members shall be notified of the meeting at least one week before the meeting.

SECTION 8. – QUORUM For the purposes of this section, a quorum shall be defined as all members present at a meeting, the entire Board having received notification of the meeting at least two weeks in advance of a regularly scheduled meeting and one week in advance for special meetings. Action taken at a Board meeting attended by less than half of the members of the Board may be reopened by request of any member at the next Board meeting.

SECTION 9. – COMMITTEES Committees may be appointed by the Board, when special study or action is deemed necessary. The Chair of any committee shall be a Board member, with the committee membership drawn from both the Board and the membership at large.

SECTION 10. – ELECTION OF INDIVIDUAL MEMBERS TO THE BOARD OF DIRECTORS Any organization, community group, institution of higher education, or individual member of the organization may nominate an Individual Member for the Board of Directors to the secretary for membership. The secretary will present the names and qualifications of Individual Member candidates for the Board to the voting membership at least six weeks before the annual meeting. The annual meeting shall elect new members to the Board by majority vote, either by ballot or voice vote as determined by the secretary. Associate members do not have the power to vote in the Board election.

ARTICLE V – OFFICERS AND EXECUTIVE COMMITTEE

SECTION 1. – ELECTION, NUMBER, AND TERMS The entire Board shall elect officers of president, vice president, secretary and treasurer at their first meeting after the annual meeting. The entire Board shall elect seven additional members to serve with the officers as the Executive Committee. The Executive Committee members shall serve staggered two year terms.

SECTION 2. – PRESIDENT The president shall preside at all the meetings of the organization and of the Board of Directors. The president shall have such usual powers of supervision and management as may pertain to the office of president, and perform such other duties as may be designated by the Board.

SECTION 3. – VICE PRESIDENT The vice president shall in the event of absence, disability, resignation, or death of the president assume all the powers and perform all the duties of that office. In the event that the vice president is unable to assume these duties the Board of Directors shall appoint one of its own members to fill the vacancy. The vice president shall perform such other duties as the president and the Board may designate.

SECTION 4. – SECRETARY The secretary shall keep minutes of all the general membership meetings and all meetings of the Board. The secretary shall sign with the president all contracts and other instruments when so authorized by the Board and shall perform such other functions as may be incidental to the secretary’s office. The secretary shall serve as the Chair of the Bylaws Committee. The secretary shall keep compiled manuals of 1) Board procedures and 2) adopted issue policy statements.

SECTION 5. – TREASURER The treasurer shall collect and receive all monies due. The treasurer shall be the custodian of these monies, shall deposit them in a bank designated by the Board of Directors, and shall disburse the same only upon the order of the Board. The treasurer shall present financial statements to the Board at its regular meetings and an annual financial report to the general membership. The treasurer shall serve on the Budget Committee.

SECTION 6. – OTHER EXECUTIVE COMMITTEE MEMBERS The other members of the Executive Committee shall assume duties assigned to them by the Board. They shall consult with the officers to make decisions for the organization between the regularly scheduled Board meetings.

SECTION 7. – EXECUTIVE COMMITTEE MEETINGS The Executive Committee shall establish a regular meetings schedule in-between the Board meetings with special meetings requiring at least one week notice to members. Seven Board members shall constitute a quorum at meetings to conduct business and spend money. The president may poll the Executive Committee by e-mail, phone conferencing, or other means concerning items requiring immediate action.
SECTION 8. – DUTIES OF THE EXECUTIVE COMMITTEE The Executive Committee may conduct business of the organization in-between the regularly scheduled meeting of the Board. The Executive Committee shall report to the Board at the next scheduled meeting on its activities. Before making decisions on major policy, adoption of action agendas, and major expenditure of funds, the Executive Committee shall poll the full Board by e-mail, phone conferencing, or other means.

SECTION 9. –EXECUTIVE DIRECTOR The Board may create a position and hire an individual for the purposes of conducting the programs and business of the coalition. The powers and responsibilities of the executive director shall be defined and approved by the board and added to the coalition by-laws as an amendment, pursuant to ARTICLE IX of the Coalition’s by-laws, at which time the board votes to create the executive director position.


ARTICLE VI – MEETINGS
SECTION 1. – ANNUAL MEETING The Board shall determine the date and place of the annual meeting and notify the membership at least six weeks in advance. All organizational, community groups, institutions of higher education, and individual members may attend and vote. The associate members may attend the annual meeting and be granted privileges of the floor, although not allowed to vote. A quorum shall be considered all those present. The annual meeting will elect Individual Members to the Board of Directors. The Board will present the annual budget, report on Board activities, and other actions. The membership shall suggest to the Board studies, actions, and programs for the organization.

SECTION 2. – OTHER MEETINGS The Board shall call with appropriate notice any other meetings of the entire membership. The Board or designated committee shall plan the program of the meeting.

ARTICLE VII – FINANCES
SECTION 1. – FISCAL YEAR The fiscal year shall commence on the first day of July.
SECTION 2. – BUDGET The Budget Committee, consisting of the treasurer, one other Executive Committee member, and three members of the general Board, shall submit a budget to the entire Board for adoption for the coming year. This budget shall provide for the support of the organization for the coming year and the dispersal of funds for operation and programs. A copy of the budget shall be submitted to all members at the annual meeting for their information.

SECTION 3. – DUES The dues of coalition members shall be set by the Board and be graduated based on size and ability to pay. Individual member dues shall be set at a scale that encourages wide participation.

SECTION 4. – INCOME FROM OTHER SOURCES The Board is permitted to apply for grants or raise funds in other appropriate manners to carry out the mission of the organization.

SECTION 5. – DISTRIBUTION OF FUNDS ON DISSOLUTION In the event of a dissolution of the organization for any cause, all monies and property of the organization shall be transferred to a non-profit organization or organizations with similar goals.

ARTICLE VIII – PARLIMENTARY AUTHORITY
SECTION 1. – The organization and Board should preferably agree on major policies and actions, coming to consensus.

SECTION 2. – In the event that consensus cannot be reached, simple majority shall rule.

SECTION 3. – The rules contained in Roberts Rules of Order Newly Revised shall govern all of the organization’s procedures where applicable and which are not inconsistent with these Bylaws.

ARTICLE IX – AMENDMENTS TO THE BYLAWS
Amendments to these Bylaws may be proposed by any member of the Coalition to the Board of Directors. The Secretary shall chair a committee constituted of four Board members, both representative and elected members, to study the proposed change and make a recommendation to the entire Board. The Board shall submit an amendment to change the Bylaws to the membership for a vote at the annual meeting, having been notified of the change at least six weeks before the annual meeting. The general membership shall adopt any changes to the Bylaws by a two-thirds majority.