|
|
|
 Bylaws |
|
Ada Recycling Coalition Bylaws
ARTICLE I -- OFFICES
Section 1 -- The registered office shall be in the City of Ada, Pontotoc County, Oklahoma. The principal office shall be located at 1826 East 16th Street, Ada, Oklahoma 74820.
Section 2 -- The corporation may also have offices at such other places both within and without the State of Oklahoma as the Board of Directors may from time to time determine or the business of the corporation may require.
ARTICLE II -- MEMBERSHIP MEETING
Section 1 -- Meetings of members for any purpose may be held at such time and place, within or without the State of Oklahoma, as shall be stated in the notice of the meeting.
Section 2 -- Annual meetings of the membership, beginning with the year 1992, shall be held in April (near the date of "Earth Day," if not a legal holiday, and if a plurality vote by written ballot a board of directors, and transact such other business as may be properly brought before the meeting.
Section 3 -- Notice of the annual meeting, stating the place, date, and hour of such meeting, shall be given to the membership not less than ten (10) days nor more than sixty (60) days before the date of the meeting.
Section 4 -- Special meetings of the membership for any purpose or purposes, unless otherwise prescribed by law or by the Certificate of Incorporation, may be called by the Chair and shall be called by the Chair or Secretary at the request in writing of a majority of members. Such request shall state the purpose or purposes of the meeting.
Section 5 -- Notice of a special meeting of members, stating the place, date, hour, and the purpose or purposes thereof, shall be given to the membership not less than ten (10) days before the date fixed for the meeting.
Section 6 -- Business transacted at any special meeting of the membership shall be limited to the purposes stated in the notice.
Section 7 -- Those members present in person or represented by proxy shall constitute a quorum at all meetings of the membership for the transaction of business except as otherwise provided by law or by the Certificate of Incorporation.
Section 8 -- When a quorum is present at any meeting, the affirmative vote of a majority of those members present in person or represented by proxy shall decide any question brought before such meeting, unless the question is one upon which, by express provision of law or of the Certificate of Incorporation, a different vote is required, in which case such express provision shall govern and control the decision of such question.
ARTICLE III -- DIRECTORS
Section 1 -- The number of directors which shall constitute the whole Board shall not be less than one (1) nor more than eleven (11). As of August 1991, the Board shall consist of six (6) directors. Thereafter, within the limits above specified, the number of directors shall be determined by resolution of the Board of Directors or by the election held by the incorporator and except as provided in Section 2 and in Section 13 of this Article III, the directors shall be elected at the annual meeting of the membership. Each director elected shall hold office until such director's successor is elected and qualified, or until such director's earlier resignation or removal.
Section 2 -- Except as provided in Section 13 of this Article III, vacancies and newly created directorships resulting from any increase in the authorized numbers of directors by the directors may be filled by a vote of a majority of the directors then in office, and any director so chosen shall hold office until the next annual election and until such director's successor is duly elected an shall quality, unless such director resigns or is removed.
Section 3 -- The business of the corporation shall be managed by its Board of Directors which may exercise all such powers of the corporation and do all such lawful acts and things as are not by law or by the Certificate of Incorporation or by these Bylaws directed or required to be exercised or done by the membership.
Section 4 -- The Board of Directors of the corporation may hold meetings, both regular and special, either within or without the Sate of Oklahoma.
Section 5 -- Regular meetings of the Board of Directors may be held at such time and at such place as shall from time to time be determined by the Board. Five (5) days' notice of all regular meetings shall be given, and such notice shall state the place, date, hour and the business to be transacted at and purpose of such meeting.
Section 6 -- Special meetings of the Board may be called by the Chair on three (3) days' notice to each director either personally or by mail or by telegram. Special meetings shall be called by the Chair or Secretary in like manner and on like notice on the written request of two (2) directors unless the corporation has at that time less than three (3) directors, in which latter event the request of only one (1) director shall be required. Notice of any special meeting shall state the place, date, hour and the business to be transacted at and the purpose of such meeting.
Section 7 -- At all meetings of the Board, a majority of the directors shall constitute a quorum for the transaction of business, and the act of a majority of the directors present at any meeting at which there is a quorum shall be the act of the Board of Directors, except as may be otherwise specifically provided by law or by the Certificate of Incorporation. If a quorum shall not be present at any meeting of the Board of Directors, the directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present.
Section 8 -- The Board of Directors may, by resolution passed by a majority of the whole Board, designate one or more committees, each committee to consist of one (1) or more of the directors of the corporation, which, to the extent provided in the resolution, shall have and may exercise the powers of the Board of Directors in the management of the business and affairs of the corporation and may authorize the seal of the corporation to be affixed to all papers which may require it. Such committee or committees shall have such name or names as may be determined from time to time by resolution adopted by the board of Directors.
Section 9 -- Each committee shall keep regular minutes of its meetings and report the same to the Board of Directors when required.
Section 10 -- Members of the Board of Directors, or of any committee thereof, may participate in a meeting of such Board or committee by means of conference telephone or similar communications equipment that enables all persons participating in the meeting to hear each other. Such participation shall constitute presence in person at such meeting.
Section 11 -- Unless otherwise restricted by the Certificate of Incorporation or these Bylaws, any action required or permitted to be taken at any meeting of the Board of Directors or of any committee thereof may be taken without a meeting, if a written consent to such action is signed by all members of the Board or of such committee as the case may be, and such written consent is filed with the minutes of proceedings of the Board or committee.
Section 12 -- The Board of Directors at any time may, by affirmative vote of a majority of the members of the Board then in office, remove any officer elected or appointed by the Board of Directors for cause or without cause.
Section 13 -- Any director may be removed, for cause or without cause, by a majority vote of the members present at any annual or special meeting of the membership. Upon such removal of a director, the members (and not the remaining directors) shall elect a director to replace such removed director at the same membership meeting at which such removal took place or at a subsequent membership meeting.
ARTICLE IV -- NOTICES
Section 1 -- Whenever any notice is required to be given under the provisions of law or of the Certificate of Incorporation or of these Bylaws, a waiver thereof in writing, signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to notice.
ARTICLE V -- OFFICERS
Section 1 -- The officers of the corporation shall be chosen by the Board of Directors and shall, at a minimum, consist of a Chair and a Secretary. The Board of Directors may also choose additional officers, including one or move Vice Chairs who may be classified by their specific function, a Secretary, a Treasurer and one or more Assistant Secretaries and Assistant Treasurers. Two or more offices may be held by the same person, except the offices of Chair and Secretary.
Section 2 -- The Board of Directors at its first meeting and after each annual meeting of the membership shall choose a Chair and a Secretary, and may choose such other officers and agents as it shall deem necessary.
Section 3 -- The officers of the corporation shall hold office until their successors are chosen and qualify or until their earlier resignation or removal. Any vacancy occurring in any office of the corporation shall be filled by the board of Directors.
Section 4 -- The Chair shall be the chief executive officer of the corporation, shall preside at all meetings of the membership and at all meetings of the Board of Directors, and shall have general and active management of the business of the corporation and shall see that all orders and resolutions of the Board of Directors are carried into effect.
Section 5 -- The Chair shall execute bonds, mortgages and other contracts requiring a seal, under the seal of the corporation, except where required or permitted by law to be otherwise signed and executed and except where the signing and execution thereof shall be expressly delegated by the Board of Directors to some other officer or agent of the corporation.
Section 6 -- The Vice Chair, or if there shall be more than one, the Vice Chairs in the order determined by the Board of Directors, shall, in the absence or disability of the Chair, perform the duties and exercise the powers of the Chair and shall perform such other duties and have such other powers as the Board of Directors may from time to time prescribe.
Section 7 -- The Secretary shall attend all meetings of the Board of Directors and all meetings of the membership and record all the proceedings of the meetings of the corporation and the Board of Directors in a book to be kept for that purpose and shall perform like duties for the standing committees when required. The Secretary shall give, or cause to be given, notice of all meetings of the membership and regular and special meetings of the Board of Directors, and shall perform such other duties as may be prescribed by the Board of Directors or Chair, under whose supervision the Secretary shall be. Additionally, the Secretary shall have custody of the corporate seal of the corporation, and the Secretary or an Assistant Secretary, shall have authority to affix the same to any instrument requiring it, and when so affixed, it may be attested by the Secretary's signature or by the signature of such Assistant Secretary. The Board of Directors may give general authority to any other officer to affix the seal of the corporation and to attest the affixing by the Secretary's signature.
Section 8 -- The Assistant Secretary, or if there be more than one, the Assistant Secretaries in the order determined by the Board of Directors, shall, in the absence or disability of the Secretary, perform the duties and exercise the powers as the Board of Directors from time to time prescribe.
Section 9 -- The Treasurer, if one is chosen or, if not, the Secretary, shall have the custody of the corporate funds and shall keep full and accurate accounts of receipts and disbursements in books belonging to the corporation and shall deposit all monies and other valuable effects in the name and to the credit of the corporation in such depositories as may be designated by the Board of Directors.
Section 10 -- The Treasurer, if one is chosen or, if not, the Secretary, shall disburse the funds of the corporation as may be ordered by the Board of Directors' taking proper vouchers for such disbursements, and shall render the Chair and the Board of Directors, at its regular meetings, or when the Board of Directors so requires, an account of all transactions performed by the Treasurer (or Secretary, as the case may be) and of the financial condition of the corporation.
Section 11 -- The Assistant Treasurer, or if there shall be more than one, the Assistant Treasurers, in the order determined by the Board of Directors, shall, in the absence of or disability of the Treasurer, perform the duties and exercise the powers of the Treasurer and shall perform such other duties and have such other powers that ht board of Directors may from time to time prescribe.
ARTICLE VI -- GENERAL PROVISIONS
Section 1 -- The Board of Directors shall present at each annual meeting and at any special meeting of the membership when called for by vote of the membership, a full and clear statement of the business and condition of the corporation.
Section 2 -- All checks or demands for money and notes of the corporation shall be signed by such officer or officers or such other person or persons as the Board of Directors may from time to time designate.
Section 3 -- The fiscal year of the corporation shall be fixed by the Board of Directors.
Section 4 -- The Board of Directors may provide a suitable seal, containing the name of the corporation, which seal shall be in charge of the Secretary. If and when so directed by the Board of Directors or a committee thereof, duplicates of the seal may be kept and used by the Treasurer or by the Assistant Secretary or Assistant Treasurer. The seal may be used by causing it, or a facsimile thereof, to be impressed or affixed or in any other manner reproduced.
Section 5 -- The books of account and other records of the corporation may be kept (subject to any provision of Oklahoma law) at the principal office of the corporation or the registered office of the corporation.
ARTICLE VII -- INDEMNIFICATION OF OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS
To the extent and the manner permitted by the laws of the State of Oklahoma and specifically as is permitted under Section 1031 of Title 18 of the Oklahoma Statutes, the corporation shall indemnity any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, other than an action by or in the right of the corporation, by reason of the fact that such person is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against expenses, including attorneys' fees, judgments, fines and amounts paid in settlement.
ARTICLE VIII -- AMENDMENTS
The Bylaws may be amended or repealed, or new bylaws may be adopted, by the membership or by the Board of Directors at any regular meeting of the membership or of the Board of Directors, or at any special meeting of the membership or of the Board of Directors if notice of such amendment, repeal, or adoption of new bylaws be contained in the notice of such special meeting.
|
|
