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Bylaws-Alliance Social1

AllianceSocial

Bylaws

ARTICLE I — NAME AND PURPOSE

Section 1 — Name

: The name of the organization shall be Alliance Social.

Itshall be a C-Corporation incorporated under the laws of the state of Illinois. The organizationshall pursue federal NFP status with seven months of incorporation.

Section 2 — Purpose

Alliance Social

is organized exclusively for charitable,scientific, assistance, and education purposes.

Statement of Purpose and Overview

Alliance Social is a new organization to provide free or low cost services to non profits basedupon need. All services are provided by volunteers whom we match with each organizationaccording to the volunteer's skill set. We serve diverse smaller organizations whose goal is toimprove their community, but we do not serve any political organizations. Our role is to helpbuild, maintain, and deliver services so that these organizations can focus on what'simportant. In doing so we provide services based upon need so that majority of our servicesare free and any revenue supports the our free services (a sustainable approach). We aremember managed meaning that all of our volunteers become "members" by default (there isno member fee, but contributions are welcomed) and have the ability to elect our board of directors and decide on important ideas.The organization shall administer "ventures". At Alliance Social a venture is a sub-organization created to provide specific services to the community. Alliance Social is analliance of sub organizations managed by the central organization, Alliance Social. ThereinAlliance Social provides the back office, administrative, planning, financial, strategicvision,development, and direction to the sub organizations while these organizations providethe services. The leader of each sub organization is also a manager of Alliance Socialmanagement in their respective fields. Alliance Social does control the sub-organizations. buteach organization has the flexibility to pursue its' specific part of the organization's vision. Theorganization desires to provide several services such as technology and managementconsulting.

ARTICLE II — MEMBERSHIP

Section 1 — Eligibility for membership

: Application for voting membershipshall be open to all current

staff members of the organization and others invited by themanagement or Board of Directors.

Membership is grantedafter completion and receipt of a membership application and annualdues. All memberships shall be granted upon the decision of the Board or its' designate.

Section 2 — Annual dues:

There shall be no member fee or annual dues.

. Continuedmembership is contingent upon being a current staff member and board/designate renewal of membership. Membership shall last for one year from the date of approval and shall continueindefinitely unless not renewed.

Section 3 — Rights of members:

Each member shall be eligible to issue one vote in theorganization's board elections. The members shall also vote in general referendum asdetermined by the Board. Each member shall have a equal vote and no member shall hold ahigher standing for votes counted.

Section 4 — Resignation and termination:

Any member may resign by filing awritten resignation with the organization. A member can have their membership terminated bya majority vote of the membership or the board of directors.

Section 5 — Non-voting membership:

The board shall have the authority toestablish and define non-voting categories of membership.ARTICLE III — MEETINGS OF MEMBERS

Section 1 — Regular meetings:

Regular meetings of the members shall be heldat least once a year, at a time and place designated by the Board Chair.

Section 2 — Annual meetings:

An annual meeting of the members shall takeplace in the month of

October

, the specific date, time and location of which will be designated by the Board Chair. At the annual meeting the membersshall elect directors, receive reports on the activities of the organization, and determinethe direction of the association for the coming year.

Section 3 — Special meetings:

Special meetings may be called by the chair, theExecutive Committee, or a simple majority of the board of directors. Apetition signed by five percent of voting members may also call a specialmeeting.

Section 4 — Notice of meetings: N

otice of each meeting shall be givento each voting member, not less than two weeks prior to the meeting. Unless the meetingshall be called in the case of emergency.

Section 5 — Quorum

: The members present at any properly announced meetingshall constitute a quorum.

Section 6 — Voting:

All issues to be voted on shall be decided by a total net sum rule whereeach member may vote for and against an issue.

ARTICLE IV — BOARD OF DIRECTORS

Section 1 — Board role, size, and compensation:

The board is responsible for overall policy and direction of the association, and delegates responsibilityof day-to-day operations to the staff and committees.

The boardshall have up to 7, but no fewer than 2 members.

The boardreceives no compensation other than reasonable expenses.

Section 2 — Terms:

All board members shall serve two-year terms, but are eligiblefor re-election.

Section 3 — Meetings and notice:

The board shall meet at least quarterly, at anagreed upon time and place. An official board meeting requires thateach board member have written notice at least one weeks in advance.

Section 4 — Board elections:

New directors and current directors shall be electedor re-elected by the voting representatives of members at the annualmeeting.

Section 5 — Election procedures:

A Board Development Committee shall beresponsible for nominating a slate of prospective board members representingthe associations diverse constituency. In addition, any member can nominate a candidate to the slate of nominees. All memberswill be eligible to send one representative to vote for each candidate,for up to 10 candidates per positions each year.

Section 6 — Quorum:

A quorum must be attended by at least forty percent of board members for business transactions to take place and motions topass. Unless members not in attendance shall wave or assign voting rights for the specificmeeting.

Section 7 — Officers and Duties:

There shall be four officers of the board, consistingof a chair, vice-chair, secretary and treasurer. Their duties are asfollows:

The chair

shall convene regularly scheduled board meetings, shallpreside or arrange for other members of the Executive Committee topreside at each meeting in the following order: vice-chair, secretary,treasurer.

The vice-chair

shall chair committees on special subjects as designatedby the board.

The secretary

shall be responsible for keeping records of boardactions, including overseeing the taking of minutes at all board meetings,sending out meeting announcements, distributing copies of minutesand the agenda to each board member, and assuring that corporaterecords are maintained.

The treasurer

shall make a report at each board meeting. The treasurer shall chair the finance committee, assist in the preparation of the budget,help develop fundraising plans, and make financial informationavailable to board members and the public.

Section 8 — Vacancies:

When a vacancy on the board exists mid-term, the secretarymust receive nominations for new members from present boardmembers two weeks in advance of a board meeting. These nominationsshall be sent out to board members with the regular board meetingannouncement, to be voted upon at the next board meeting. Thesevacancies will be filled only to the end of the particular board member'sterm.

Section 9 — Resignation, termination, and absences:

Resignation from theboard must be in writing and received by the Secretary. Board members