Bylaws adopted 12/2/2018
BYLAWS of WYOMING RISING
ARTICLE I. NAME AND GOVERNANCE
Section I. Name. The name of this Corporation, which is a non-profit public benefit Corporation organized and existing under the laws of the State of Wyoming, is WYOMING RISING, hereinafter known as “WR.”
Section 2. The address of the Corporation shall be P.O. Box 339, Powell WY 82435
Section 3. Legal Compliance. WR shall comply with the requirements of federal, state, and local law.
ARTICLE II. Mission and Purpose
Section 1. Mission. WR advocates for civil liberties, quality public education, affordable health care, protection of the environment, and participation in government.
Section 2. Purpose. WR is a non-partisan corporation whose purpose is working toward better governance.
Section 3. Policies and Programs. In keeping with this purpose, WR shall:
- serve as an information and dissemination center for issues of concern to us;
- inspire individual and collective action in support of democratic ideals and principles; support of ideals and principles of democracy.
- advocate for community involvement in local, state, and national issues;
- promote civility in politics;
- promote equity, education, and good governance.
ARTICLE III. USE OF NAME
Section 1. Policies and Programs. The policies and programs of WR shall be binding on all Members, and no member shall use the name of WR to oppose such policies or programs.
Section 2. Proper Use of Name and Logo. The name and logo of WR may be used only with permission by the Leadership Team. Permission may be only granted to individuals and groups acting in a lawful and ethical manner consistent with WR policies and procedures.
Section 3. Individual Freedom of Speech. These bylaws shall not abridge the freedom of speech of any WR member to speak an opinion in the member’s own name.
ARTICLE IV. BOARD OF DIRECTORS
Section 1. The Board of Directors (hereafter the Board) shall provide oversight in quarterly meetings regarding budget and policy on behalf of WR. The Board shall:
- exercise such powers and perform such acts as permitted by law and these bylaws;
- authorize the execution of agreements on behalf of WR;
Section 2. The Board shall consist of:
- Three (3) Members each elected for a two-year term by the Members at an annual meeting;
- and any such other individuals as may be appointed.
Section 3. Records. Board meetings will be recorded by the taking of minutes and Board records will be maintained.
Section 4. Meetings. The Board shall convene quarterly (every three months) or in special session as requested by a majority of its Members or a majority of the Corporate Officers, and:
- the Corporation’s Chief Executive Officer shall supervise the preparation of agendas for all regular and special meetings:
- the agenda shall be sent to all Board Members at least two (2) days prior to all meetings;
- all decisions shall be taken by majority vote and shall be final and binding;
- if a quorum is not present at any meeting, the presiding officer may adjourn the meeting until such a number is present.
Section 5. Vacancies.
- Nominations for vacancies in the Board must come from Members of WR;
- The slate of nominees will be prepared by a nominating committee
- Nominees must agree to have their names placed on the ballot.
- Nominees are elected by a majority vote of the Members.
Section 6. Resignation. Any member of the Board may resign by submitting a letter of resignation to the CEO of WR.
Section 7. Removal. Any duly elected Board member during her/his term may be removed on the following grounds:
- conduct is detrimental to the Board and its objectives or
- excessive absences from meetings.
- Removal: Any Board Member may be removed on the grounds that her/his conduct or lack of participation is detrimental to WR. Such removal shall be made by majority vote of the Board Members.
ARTICLE V. OFFICERS OF THE CORPORATION
Section 1. The Officers of the Corporation (hereafter known as the Officers) shall be elected by the Members. Officers are responsible for and direct all activities of the Corporation within the guidelines and policies established by the Board.
Section 2. The Officers of the Corporation shall be the Chief Executive Officer (CEO), a Vice-Chair, Secretary, Program Coordinator, Membership Coordinator, Media Coordinator, and Treasurer.
Section 3. Duties. Each Officer shall have duties as enumerated in Article VI. The Officers, by majority vote, shall additionally:
- appoint 3-5 Members to join the Officers for a period of 1-2 years to assist and advise the Officers
- appoint committees;
- administer the affairs of WR;
- provide oversight to ensure the implementation of mission-based programs that are consistent with WR’s goals and objectives;
- appoint a nominating committee consisting of three (3) Members to fill elected vacancies, and submit nominations one month prior to elections;
- provide oversight for the publication of an annual report;
Section 4. Leadership Team. The leadership of WR consists of the Officers and appointed Members, who shall participate equally in the duties of WR as described in Section 3 above.
Section 5. Meetings. The Leadership Team shall meet as frequently as necessary. Special meetings may be called by the CEO, by a majority of the Board, or by a majority of the Officers. The CEO shall be responsible for preparing agendas. A minimum of three (3) Officers is required for the transaction of business.
Section 5. Resignation. Any Officer may resign by submitting a letter of resignation to the Leadership Team.
Section 6. Removal. Any Leadership Team member may be removed on the grounds that her/his conduct or lack of participation is detrimental to the WR. Such removal shall be made by a majority vote of the Leadership Team.
Section 7. Vacancies to any elected office shall be filled by temporary appointment by the CEO with the consensus of the Leadership Team.
Section 8. Other Staff. The Leadership Team may appoint such staff as may be necessary to the running of the Corporation. Such staff shall not vote at meetings of the Leadership Team.
Section 9. Length of Term. Officers shall serve for a term of two year or until their successors have been elected or appointed and assume office.
ARTICLE VI. DUTIES OF THE OFFICERS OF THE CORPORATION
Section 1. The Chief Executive Officer serves as a standing member of the Board and shall preside over all meetings of the Leadership Team, and have such powers and duties in the management of the Corporation as may be prescribed by the Board of Directors. The CEO shall sign or countersign all contracts or other instruments made on behalf of the Corporation.
Section 2. The Vice-Chair shall serve as a standing member of the Leadership Team and shall preside over all meetings at which the CEO is not present, and shall have signing authority on behalf of the Corporation in the absence of the CEO.
Section 3. The Secretary shall serve as a standing member of the Leadership Team and shall record the proceedings of meetings. The Secretary shall keep the records of the Corporation.
Section 4. The Membership Coordinator shall serve as a standing member of the Leadership Team and maintain Membership records, keeping these active and up-to-date.
Section 5. The Treasurer shall serve as a standing member of the Leadership Team, shall be duly qualified, shall have custody of all funds of the Corporation, and shall deposit the same in the name of WR in such bank as the Officers may choose. Additionally, the Treasurer shall:
- receive all dues and other income, make deposits into WR accounts, sign all checks, drafts, notes, and orders for the payment of money, and pay out and dispose of the same under the direction of the Leadership Team;
- at all reasonable times keep books and accounts open to any Officer and be prepared to give financial reports as the Board or Leadership Team may require;
- make such legal filings as may be necessary.
Section 6. The Programs Coordinator shall serve as a standing member of the Leadership Team and shall oversee all requests for proposed activities on behalf of WR. All activity requests shall come to the Programs Coordinator who will:
- ensure that the activity is in line with WRN goals and objectives;
- distribute copies of the request to the Members of the Leadership Team for discussion and approval;
- monitor the implementation of the activity;
- collect a final report by the activity organizers and distribute the report to the Leadership Team.
Section 7. The Media Coordinator shall serve as a standing member of the Leadership Team and shall maintain the WR website, email, and social media accounts. The Media Coordinator shall post news and commentary on behalf of WR at the request of the Leadership Team. Additionally the Media Coordinator shall:
- Work closely with the CEO to make certain that all posts are in line with WR goals and Mission Statement and Purpose
- Work closely with the Membership Coordinator in maintaining mailing lists
- Submit requests for funding to the Programs Coordinator for all expenditures necessary in maintaining existing or purchasing new media accounts and products.
ARTICLE VII. MEMBERSHIP AND DUES
Section 1. Composition. Membership in WR shall be open to any individual interested in the objectives and purposes of WR and willing to uphold its policies.
Section 2. Basis of Membership.
- Anyone who pays the annual Membership dues is considered to be a member.
- Members are eligible to vote in general elections, to run for an Office, the Leadership Team, and the Board.
- Refusals of Admission. The Board may refuse Membership to any person at any time.
- Appeals of Refusals of Admission to Membership. Anyone who has been refused admission to Membership may appeal to the Leadership Team for review. The decision of the Leadership Team shall be final.
Section 3. Dues.
- The annual dues and member benefits shall be established by a majority vote of the Leadership Team. Members shall be notified of the intent to consider a change in the dues, the proposed amount, and the rationale for the change at least thirty (30) days prior to the vote.
- Dues shall be payable in accordance with procedures established by the Leadership Team.
Section 4. Severance of Membership. Any Member may be suspended or removed from Membership by the Leadership Team following policies and procedures adopted by the Leadership Team.
ARTICLE VIII. FINANCIAL ADMINISTRATION
Section 1. The fiscal year shall begin on July 1.
Section 2. Dues are payable annually
Section 3. New Members may join at any time. Dues are payable upon joining.
Section 4. The Leadership Team shall set and maintain policies and procedures to control financial records consistent with generally accepted accounting principles and federal, state, and local laws.
ARTICLE IX. MEETINGS OF THE CORPORATION
Section 1. There shall be at least one (1) general Membership meeting each year.
Section 2. The general Membership meeting held in May shall be designated the annual meeting, the exact date, time and place to be determined by the Leadership Team.
Section 3. The annual meeting shall be to conduct business including but not limited to hearing Officers’ reports, reviewing the budget and the financial report, electing Officers, electing Board Members, and making recommendations to the Leadership Team.
Section 4. The quorum shall be the majority of the Members present.
ARTICLE X. PARLIAMENTARY AUTHORITY
The rules contained in the most current edition of Robert’s Rules of Order Newly Revised shall govern WR in all instances in which they are applicable and in which they are not inconsistent with these bylaws or with the requirements or the laws of the state of Wyoming.
ARTICLE XI. AMENDMENTS TO THE BYLAWS
Amendments to the bylaws shall be implemented by the Leadership Team with the approval of the Board.
First adopted: December 2, 2018