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Bylaws of Troubled Times, Inc.
a Nonprofit Public Benefit Corporation
Article 3: Directors
The Board of Directors of Troubled Times, Inc. is composed of twelve seats. Board members are elected by the general membership of Troubled Times, Inc. during the annual elections for a term of one year. Board members may be elected for contiguous terms, serving indefinitely, should the membership so vote. If a board seat is not filled during the annual election, due to lack of a quorum from the membership, run-off elections will be held. Only nominees securing one-half the quorum required on the original election will be listed in the run-off election. Where the run-off election does not results in a quorum of the general membership, the seat will remain vacant. Vacant board seats may result in a special election at the mid point of the year, if the membership has increased and the board deems such a special election appropriate.
Subject to the provisions of the State of Delaware relevant to nonprofit law and any limitations in the Articles of Incorporation and Bylaws relating to action required or permitted to be taken or approved by the members, if any, of this corporation, the activities and affairs of this corporation shall be conducted and all corporate powers shall be exercised by or under the direction of the Board of Directors. All nominees to seats on the Board of Directors, whether during the general election or special elections, will outline their general qualification during the nomination process. The nomination should so state these qualifications, and the nominee reiterating or correcting or expanding upon this list of qualifications upon acceptance. Due to the open nature of the elections, held on the Internet, particulars that would expose the nominee to harassment or privacy violations will not be required, but rather the qualifications should be stated in such a way that the membership can determine the validity of the claims during question and answer via mailing list postings should the membership wish to conduct such a question and answer session.
It shall be the duty of the directors to:
(a) Perform any and all duties imposed on them collectively or individually by law, by the Articles of Incorporation of this corporation, or by these Bylaws;
(b) Appoint and remove, employ and discharge, and, except as otherwise provided in these Bylaws, prescribe the duties and fix the compensation, if any, of all officers, agents and employees of the corporation;
(c) Supervise all officers, agents and employees of the corporation to assure that their duties are performed properly;
(d) Meet at such times and places as required by these Bylaws;
(e) Register their addresses with the Secretary of the corporation and notices of meetings mailed or telegraphed to them at such addresses shall be valid notices thereof.
All seats on the Board of Directors of Troubled Times, Inc. are elected positions for a term of one year. Each director shall hold office until the next annual meeting for election of the Board of Directors as specified in these Bylaws, and until his or her successor is elected and qualifies. Vacancies in the Board of Directors are up for election at the annual elections or at mid-year. A person elected to fill a vacancy shall hold office until the next annual election of the Board of Directors or until his or her death, resignation or removal from office.
Elections will be held yearly, after the close of the fiscal year, with nominations from the membership. Nominations run for a 30 day period in February, with an additional 30 days in March allowed for all ballots to be gathered. A quorum of 50% of the membership is required to elect an officer or board member. Run-off elections will be held if the quorum is not secured. Special elections will be held if an officer or board member resigns abruptly or otherwise cannot serve out their term. Such special elections will be called by the board within 30 days of receipt of a resignation or verification that the officer is unable to serve. Nominations and elections are conducted on the Internet. Ballots are open to the membership, and are forwarded by the Secretary to any member of Troubled Times, Inc. requesting an electronic copy of the ballots at the completion of the election.
The Internal Audit of Troubled Times, Inc. will perform an audit of all election results, including spot checking ballots to ensure that the recorded ballots reflect the actual intent of the membership. The Secretary will forward the election ballots to the Internal Audit team at the conclusion of the election. Any improprieties discovered by the Internal Audit team will be brought before the board for resolution.
Directors shall serve without compensation. In addition, they shall be allowed reasonable advancement or reimbursement of expenses incurred in the performance of their regular duties. Directors may not be compensated for rendering services to the corporation in any capacity other than director unless such other compensation is reasonable and is allowable under the bylaws of Troubled Times, Inc.
Notwithstanding any other provision of these Bylaws, not more than 49% percent of the persons serving on the board may be interested persons, who is defined as:
(a) Any person currently being compensated by the corporation for services rendered it within the previous twelve months, whether as a full-time or part-time officer or other employee, independent contractor, or otherwise, excluding any reasonable compensation paid to a director as director; or
(b) Any brother, sister, ancestor, descendant, spouse, brother-in-law, sister-in-law, son-in-law, daughter-in-law, mother-in-law, or father-in-law of any such person.
Directors will abstain from a vote where they have a personal interest in the outcome. At all times, abstentions are to lean in the conservative direction, so that Troubled Times, Inc. is not adjudged to be guilty of self dealing. Such abstentions will occur where the director has written the grant request, will staff the operation to be funded by the grant, will direct the operation to be funded by the grant, will receive salary from the grant, or anticipates family members to so benefit from the grant. The involvement of the director must be significant, not trivial, or an abstention is not required. Where the degree of involvement is not clear, or the director declines to abstain, the Board of Directors will vote on the issue.