|
Valley Pride was formed in the fall of 2002 by Arlo D. Luke who serves on a special committee in the Portneuf Valley, commonly referred to as the “No Name” group. This group is composed of representatives and leaders from the community at large, city, county and state, who came together for the purpose of attracting new business to the community and area. The “No Name” group identified a need to cleanup and improve the attractiveness of the community and valley. Mr. Luke was asked to lead this effort. He and several others invited representatives from throughout the community to become a part of the effort. Vision and mission statements were developed, short term and long term objectives were established and an independent organization, known as Valley Pride, was formed with a Board of Directors. Valley Pride has since matured and now sees a need for additional structure including the following bylaws.
ARTICLE I – Purpose and Scope
Valley Pride, a non-profit corporation, shall be operated for the purpose stated in its Vision and Mission Statements.
1.1 Vision
To create in the Portneuf Valley a living environment where pride, enrichment of growth, opportunity, harmony, beauty and service is fostered and sustained.
1.2 Mission
Valley Pride will seek to embrace “The Importance of One and the Power of Many” as its core value.
The organization shall be operated for charitable purposes in support and assistance of improving area resident’s attitudes and work efforts directed at improving the appearance and overall attractiveness of the area.
This mission will be accomplished by bringing together leaders and representatives from all organizations in the Portneuf Valley. This will included churches, businesses, schools, service clubs, private and public agencies, neighborhoods, city and county government and all citizens with ownership in the common objective expressed in the Vision Statement.
Focus will be on individual private properties, neighborhoods, business sites, city and county properties and corridors. The effort will follow a master plan and will include greater education and awareness of needs and available opportunities; shared vision, motivation and assistance for individuals and organizations; proper and positive enforcement of city and county codes; and involvement of services from entities in the community. The effort will provide a mechanism for planning, staffing and executing projects that are beyond the capabilities of a single service group.
1.3 Definitions
Community shall be defined as including all areas of the Portneuf Valley.
ARTICLE II – Membership
Valley Pride will be composed of citizens and representatives from churches, businesses, service clubs, schools, private and public agencies, neighborhoods, city and county governments or other organizations in the Portneuf Valley sharing the objectives of Valley Pride and willing to support the Vision and Mission Statements. Membership is established by adding one’s name to the roster of members.
ARTICLE III – Meetings
The Valley Pride General Committee will meet on the second Tuesday of January, April, July and October. The October meeting will be the annual meeting. 
The Board of Directors will meet on the first Tuesday of each month.
Special meetings may be called by or at the request of the President or any three (3) Directors. Special meetings of the Board of Directors may be held by telephone conference call.
ARTICLE IV – General Committee
All Valley Pride members will be invited to become a member of the General Committee. The General Committee will be composed of individuals and groups who provide contact information to the Secretary, attend meetings and support the objectives of Valley Pride.
The purpose of the General Committee will be to bring together entities and individuals to coordinate, inform, support and receive input and suggestions as to opportunities and concerns related to the objectives of Valley Pride.
Notice of future meetings will be sent to General Committee members principally by e-mail and posted on the Valley Pride web-site. Correspondence, notices, agendas, notes, etc. also will be principally by e-mail.
Recommendations and actions of the General Committee will be referred to the Board of Directors.
ARTICLE V – Board of Directors
The Board of Directors will be responsible for management, direction and major operational decisions for Valley Pride.
Members of the Board of Directors will be elected at the annual meeting and will assume office on January 1. A Nominating Committee of three (3) members will be appointed by the President to prepare a slate. The slate will be sent to the General Committee at least three (3) weeks before the annual meeting. Nominations may also be made from the floor.
The number of Directors will be determined by a resolution of the Board of Directors, and will not exceed twenty-five (25) members. The term of office will be three (3) years with one-third (1/3) of the members elected each year.
Directors will attend all Board meetings, unless excused by notifying the President or Secretary. Absences without excuse may result in forfeiture of Board membership. Such forfeiture will be determined by a vote of a quorum of the Board.
5.1 Order of Business
Meetings of the Board of Directors shall be conducted in the following order, unless otherwise determined by the President or the Board.
Roll Call
Reading of Minutes of previous meeting
Reports of Officers
Reports of Committees
Unfinished Business
New Business
Preparation of General Committee Agenda
5.2 Honorary Directors
The Board of Directors may appoint one or more Honorary Directors who shall retain such position at the discretion of the Board. Honorary Directors shall receive notice of, and have the right to attend all Board meetings. Honorary Directors shall not be entitled to vote.
5.3 Quorum
One-third (1/3) of the Board of Directors shall constitute a quorum for the transaction of business at any Board meeting. If a quorum is not present, a majority of Directors present may adjourn the meeting without further notice.
5.4 Conflict of Interest
Any possible conflict of interest on the part of any Board member or immediate family of a Board member shall be disclosed and made a matter of record by inclusion as an attachment to the monthly minutes of the Board. When any such conflict of interest becomes relevant to any matter requiring Board action, it shall be called to the attention of the Board. The Board member shall not vote on any issue in which his/her interest or the interest of immediate family is determined to be in conflict.
ARTICLE VI – Committees
Actions of all committees will be consistent with the Vision and Mission Statements of Valley Pride. Implementation of committee plans will be subject to approval by the Board of Directors. Accomplishments of committees and participating individuals, groups, businesses, and government entities will be celebrated in the community.
Chairs of committees (except the Executive Committee) shall be appointed by the President and confirmed by the Board of Directors.
6.1 Standing Committees
Standing Committees deal with areas of ongoing focus of Valley Pride. Standing Committees will include: 1) Executive Committee, 2) Community Pride, 3) Neighborhood Pride, 4) Business Pride, 5) Enforcement, 6) Service and Needs, 7) Project Development, 8) Operations, 9) Public Relations, and 10) Finance.
6.2 Ad hoc Committees
Ad hoc Committees will be organized as needed by the Board of Directors. These committees will report to specific Board members and will disband on completion of assigned tasks.
6.3 Executive Committee
Members of the Executive Committee shall be President, Vice President, Treasurer, and Secretary, one (1) Director selected by the President and one (1) Director selected by the Board of Directors. The term of office for Executive Committee members is one year. Members may be re-appointed.
The Executive Committee shall exercise the authority of the Board of Directors in matters requiring immediate action between regular board meetings. A majority vote by the Executive Committee will be required for such action, which will be reviewed and/or ratified at the next meeting of the Board of Directors.
The President, with approval of the Board, may exclude a member from attending a specific meeting.
6.4 Neighborhood Pride
The mission of Neighborhood Pride will be to enhance neighborhoods in the Portneuf Valley. It will be a standing committee with a chair and working membership.
6.5 Business Pride
The mission of Business Pride will be to enhance the business community in the Portneuf Valley. It will be a standing committee with a chair and working membership.
6.6 Community Pride
The mission of Community Pride will be to enhance public and common areas. It will be a standing committee with a chair and working membership.
6.7 Enforcement
The mission of Enforcement will be to enhance code enforcement through public education, and through a review of ordinances followed by support or recommendations for change. It will be a standing committee with a chair and working membership.
6.8 Service and Needs
The mission of Service and Needs will be to evaluate resources and recruit community service groups to join in a coordinated effort with Valley Pride to enhance the community. It will be a standing committee with a chair and working membership.
6.9 Project Development
The mission of Project Development will be to identify and develop needed community projects; to find groups needing assistance with community projects; to evaluate projects and to bring the committee findings to Valley Pride for further action. It will be a standing committee with a chair and working membership.
6.10 Operations Committee
The mission of Operations will be to manage, assist and oversee projects commissioned by Valley Pride. It will be a standing committee with a chair and working membership.
6.11 Public Relations Committee
The mission of Public Relations will be to inform the community about Valley Pride; to educate the public on issues and needed community improvements; to recruit participation in Valley Pride and to celebrate successes. It will be a standing committee with a chair and working membership.
6.12 Finance Committee
The mission of Finance will be to find resources and funding to complete projects and to monitor financial transactions of the organization. It will be a standing committee with a chair, the Treasurer and a working membership.
ARTICLE VII – Officers/Agents
The officers of Valley Pride shall be President, Vice President, Secretary and Treasurer. The Board of Directors may create additional offices as necessary. All officers will serve on the Board of Directors.
7.1 Election and Term of Office
The officers of Valley Pride shall be elected at annual meeting and shall assume office on January 1. If the election of officers is not held at annual meeting, such election shall be held as soon thereafter as is convenient. Officers will serve one (1) year and may be reelected.
Vacancies may be filled and new offices created and filled at any meeting of the Board of Directors with notice given fourteen (14) days in advance. Officers filling a partial term shall hold office until the next annual meeting or until his/her successor has been duly qualified and elected.
7.2 Removal
Any officer or agent elected, hired or appointed may be removed by the Board of Directors whenever in its judgment the best interests of Valley Pride would be served thereby. Any officer or agent appointed by the President may be removed by the Board at any time with or without cause. Such removal shall be without prejudice to the contract rights, if any, of the person removed.
7.3 President
The President shall preside at all meetings of the General Membership, the Board of Directors and the Executive Committee. He/she shall serve ex-officio on all committees and shall be responsible for the appointment of all committee chairs. He/she shall have oversight responsibilities for Valley Pride policies and procedures, fiscal management and the establishment of policies relating to its relationship with local governments. He/she shall also perform such other duties as may be prescribed by the Board of Directions.
7.4 Vice President
The Vice President shall be a member of the Board of Directors and shall perform the duties of the President in his/her absence and other duties as assigned by the President, with approval of the Board.
7.5 Treasurer
The Treasurer shall have oversight responsibilities for all funds of Valley Pride. He/she shall make recommendations to the Board of Directors on the selection of banks, trust companies or other depositories for the receipt of moneys due and payable to Valley Pride. He/she shall give a monthly report to the Board and shall prepare the books and financial records for an annual review and shall prepare all required reports. He/she shall perform all duties incident to the office of Treasurer and such other duties as may be assigned by the President or the Board of Directors.
7.6 Secretary
The Secretary shall record and keep minutes of General Membership, Board of Directors and Executive Committee meetings. He/she shall send notices in accordance with the provisions of these bylaws; shall keep a register of mailing and email addresses of each member and of the Board of Directors. He/she shall be custodian of corporate records and shall file legally required papers of incorporation. He/she shall perform all duties incident to the office of Secretary and such other duties as may be assigned by the President or the Board of Directors.
ARTICLE VIII – Contracts, Checks, Deposits and Funds
8.1 Contracts
The Board of Directors may authorize an officer or officers, agent or agents of Valley Pride to enter into any contract or execute and deliver any instrument in the name of and on behalf of Valley Pride and such authority may be general or confined to specific instances.
8.2 Checks, Drafts and Orders
All checks, draft or other orders for the payment of money shall be signed by the President and one (1) member of the Executive Committee or by two (2) members of the Executive Committee, in the absence of the President.
8.3 Deposits
All funds of Valley Pride shall be deposited to the credit of Valley Pride in such banks, trust companies or other depositories as the Treasurer may select with the approval of the Board of Directors.
8.4 Gifts
The Board or President, subject to approval of the Board, may accept on behalf of Valley Pride any contribution, gift, bequest or device for general purposes or any special purpose of Valley Pride.
8.5 Loans and Debt
The President has authority to contract debt in furtherance of Valley Pride purpose and in the ordinary course of business in the amount of not greater than $1,000.00 in single amount or in aggregate. All debt in excess thereof shall be approved by a majority vote of the Board of Directors attending any regular or special meeting where a quorum is present.
ARTICLE IX – Books and Records
Valley Pride shall keep correct and complete books and records of accounts; minutes of the proceedings of General Membership, Board of Directors and Executive Committee meetings; and a record of names, mailing addresses, email addresses of members entitled to vote. All books and records of Valley Pride may be inspected by any member, his/her agent or attorney for any proper purpose at any reasonable time, with the exception of records prohibited by laws of confidentiality.
The President will appoint an independent committee to conduct an annual review of all financial records. The committee will reported on the finds of the review at annual meeting. The committee reports will be retained in the records of the Treasurer.
ARTICLE X – Fiscal Year
The fiscal year of Valley Pride shall begin in January 1 of each year and end on December 31 of that year.
ARTICLE XII – Indemnification and Severability
DIRECTOR LIABILITY AND INDEMNITY
12.1 Director Liability.
To the extent permitted by Idaho law, as now in effect or as hereafter amended, the Directors shall not be liable to Valley Pride for monetary damages for any action taken, or any failure to take any action, unless the breach or failure to perform constitutes self-dealing, negligence, willful misconduct or recklessness. Any repeal, amendment, or modification of this Article shall be prospective only and shall not increase, but may decrease a Director's liability with respect to actions or failures to act occurring prior to such change.
12.2 Indemnity, Insurance.
To the extent permitted by Idaho law, Valley Pride may, but is not obligated to, purchase and maintain insurance to indemnify Valley Pride's Directors, officers, employees and agents against any liability asserted against such persons arising out of their status with Valley Pride. The determination to obtain such insurance, and the amount and scope of coverage, shall be within the sole discretion of the Board of Directors. To the extent permitted by Idaho law, Valley Pride shall indemnify any Director, officer, employee or agent who is successful on the merits in an action brought by persons other than Valley Pride asserting liability arising out of their status with Valley Pride, but only to the extent the person to be indemnified has satisfied applicable standards of conduct.
12.3 Volunteer Liability.
Persons providing services to Valley Pride without compensation, whether as Director, committee member, council member, member at large or otherwise, shall be considered as "volunteers" within the meaning of Section ___________________ of the Idaho Code, or any successor provision providing for the limitation of personal liability of volunteers to nonprofit organizations. This provision shall not require Valley Pride to maintain liability insurance or other financially secure source of recovery, and Valley Pride shall incur no liability to the volunteer for its failure to do so.
ARTICLE XIII – Amendments to Bylaws
These bylaws may be altered, amended or repealed by affirmative vote of two-thirds (2/3) of the Directors present at any regular meeting or at any special meeting if notice of intention to alter, amend or repeal is given at least fourteen (14) days in advance. |
