By-Laws of Dane County TimeBank, Inc.
(Revised March 4, 2012)
Article I – General
Section 1. Name
The name of the organization shall be Dane County TimeBank, Inc.
The organization may change its name by a vote of the Board of Directors
Section 2. Purpose.
Dane County TimeBank, Inc. has been organized for the purpose of facilitating TimeBank Hour exchanges and creating TimeBanks. Increased community capacity, interdependence and self reliance will be promoted through TimeBanking.
This organization is organized exclusively for charitable, religious, educational, and scientific purposes under section 501(c)3 of the Internal Revenue Code, or corresponding section of any future federal tax code.
Upon the dissolution of this organization, assets shall be distribued for one or more exempt purposes within the meaning of section 501(c)3 of the Internal Revenue Code, or corresponding section of any future federal tax code, or shall be distributed to the federal government, or to a state or local government, or for a public purpose.
Section 3. Goals.
The goals of Dane County TimeBank, Inc. shall be to:
- create and maintain a community- based TimeBanking system.
- strengthen the networks of support and economic power of members by promoting the exchange of skills, services, resources and goods among TimeBank participants.
- promote the use of TimeBank members’ talents and skills; value skills that are under-compensated by the market economy.
- promote local neighbor-to-neighbor, specialized program sector and organizational TimeBanks.
- educate the community about the benefits and applications of TimeBanking.
- promote TimeBank membership through community outreach.
Article II – Definitions
“Board” - shall refer to the Board of Directors
“TimeBank Hour” – unit of exchange equal to one hour of service.
"TimeBank" – a coordinated information system to facilitate and track TimeBank Hour exchanges.
Article III – Membership
Section 1. Classes.
Dane County TimeBank, Inc. will have three classes of membership – a) Board Member; 2) General Member; and 3) Organizational Member. Each member shall have one vote.
Section 2.Eligibility, Acceptance.
Any living person or organization that chooses to earn and receive TimeBank Hours or serve on the Board is eligible for membership to Dane County TimeBank Inc. Persons or organizations may become members by filling out an application and successfully completing the screening process.
Membership fees may be established and changed by the Board.
All memberships must be renewed every year to remain in good standing. The renewal process shall be determined by the Board and is subject to approval by the Board.
Section 5. Transfer.
Membership in Dane County TimeBank, Inc. is not transferable.
Article IV – Board and Officers
Section 1.Board –
Section 1a. Board Composition.
The activities and business of Dane County TimeBank, Inc. shall be managed by a Board consisting of a minimum of 9 and a maximum of 20 members including but not limited to the officers of the organization.
Section 1b. Board Decision-making.
All decisions facing the Board, unless otherwise specified in these By-Laws, shall be settled by a quorum of the Board. Each member of the Board shall have one vote. A quorum is fifty one percent (51%) of the membership of the Board. The Board strives for consensus decision-making. Lacking consensus, all decisions facing the Board, unless otherwise specified in these By-laws, shall be decided by 80% of the members of the quorum.
Section 1c. Board Member Terms.
A Board member will have a two year term. Terms will be staggered to maintain continuity of the organization. Vacancies in the Board shall be filled by a vote of 80% of the other Board members.
Section 1d. Board Chairperson.
The President of Dane County TimeBank, Inc. by virtue of his or her office shall be Chairperson of the Board.
Section 1e. Board Meetings and Annual Meeting.
The meetings of the Board shall be held at least six times every calendar year.
The annual meeting shall be held in January of each year.
Section 1f. Elections.
Elections shall be held at the Annual Meeting. Election to the Board will be by simple majority vote of membership.
Section 1g. Board Member Removal.
A member of the Board may be removed when sufficient cause exists for such removal. 80% of the remaining members of the Board shall vote for such removal to occur.
A member of the Board shall be removed if he or she has three absences from Board meetings in a calendar year. The Board may vote to reinstate this member.
Section 2. Officers.
Officers of the Board shall consist of President, Vice President, Secretary and Treasurer. Officers shall be elected by an 80% vote of the Board once per calendar year. The offices of secretary and treasurer may be held by the same person.
Section 2a. Officers, Eligibility, Appointment.
Dane County TimeBank, Inc. shall have a president, vice-president, secretary and treasurer, all of whom shall be members of the Board.
Section 2b. Removal.
Any officer may be removed from office by action of the Board.
Section 2c. President.
The president shall be an administrative officer of Dane County TimeBank, Inc. The president shall chair board meetings. The president may sign and execute, in the name of Dane County TimeBank, Inc., any instrument or document necessary to carry out the directions and policies of Dane County TimeBank Inc.
Section 2d. Vice-President.
In the absence or disability of the president, the vice-president shall perform the duties of the president and assume the powers of the president. The vice-president shall serve as chairperson of Board meetings in the event the President is not available.
Section 2e. Secretary.
The secretary shall:
- Certify and keep at the principal office of Dane County TimeBank, Inc. the Articles of Incorporation and bylaws, as amended or otherwise altered to date.
- See that any additional records and/or documents as required by Wisconsin Statutes or as required by the members of the organization are properly kept and filed at the principal office of the organization or other such place as directed by the Board.
- See that all notices are duly given in accordance with these bylaws or as required by law.
Section 2f. Treasurer.
The treasurer shall oversee:
- The charge and custody of all funds and securities of Dane County TimeBank Inc.
- Adequate and correct accounts of Dane County TimeBank Inc. transactions.
- Financial statements and required reports provided as necessary.
- Receivables and payables of Dane County TimeBank Inc.
- Development and creation of budgets for Dane County TimeBank, Inc.
- Timely payment of Dane County TimeBank, Inc. financial obligations.
Article V – Salaries
The Board shall hire and fix the compensation of any and all employees and consultants which they may determine to be necessary for the conduct of the business of Dane County TimeBank, Inc.
All salaries and other rates of compensation shall be agreed upon by the Board.
Article VI - Indemnification
Section 1. Indemnification.
Dane County TimeBank Inc. shall have the power to indemnify and hold harmless any director, officer, employee or volunteer serving under the order of Dane County TimeBank, Inc. from any suit, damage, claim, judgment or liability arising out of conduct of such person in her or his capacity as an agent of the TimeBank, except in cases involving willful misconduct. Dane County TimeBank, Inc shall have the power to purchase or procure insurance for such purpose.
Article VII – Miscellaneous
Section 1. Fiscal Year.
The fiscal year of Dane County TimeBank Inc. shall end on such date as shall be established by the Board.
Section 2. Governance of neighborhood- or organization-based TimeBanks under the Dane Co. TimeBank umbrella
A community or group of organizations may develop a separate TimeBank which is focused on meeting the internal needs of that community or group but connected to the broader Dane County TimeBank network. Such TimeBanks must be approved by the Dane County TimeBank, Inc. Board. The community or group may then elect a governing board, commonly known as a TimeBank Kitchen Cabinet, to make decisions about internal membership policies and coordination of that individual hub. Kitchen Cabinet decisions may be subject to approval by the Dane County TimeBank, Inc. Board.
Article VIII – Amendment
Section 1. Amendment.
Any amendment to the bylaws must be approved by 80% of members eligible to vote at a Board meeting where a quorum is present.