KEEP MECKLENBURG BEAUTIFUL, INC. BYLAWS ARTICLE I Section I. Name: The name of the organization is “Keep Mecklenburg Beautiful, Inc.” hereafter referred to as the “Board”. Section II. Creation: The Board was duly organized as a result of a 1999 mandate from the Board of County Commissioners (BOCC) to establish a litter prevention plan. The plan called for an action to consolidate with Keep Charlotte Beautiful. They were unable to honor the merger request and encouraged Mecklenburg County to pursue affiliation. Application for affiliate membership into the Keep America Beautiful, Inc. system was approved by the BOCC on November 5, 2003. Section III. Authority: The Board shall operate as a unit of Mecklenburg County, housed in the Land Use and Environmental Services Agency (LUESA). They shall have the following authority: 1. To adopt bylaws to facilitate the attainment of its purpose and functions. 2. To plan, initiate, direct and coordinate community countywide efforts to achieve its goals. 3. To solicit and accept donations and appropriation of money, services, products, property, and facilities for expenditure and use by the Board for the accomplishment of its objectives under the guidelines for 501(c) (3) status in the U.S. Internal Revenue Code. 4. To make recommendations to the BOCC as well as to private sector regarding measurers which it deems necessary to accomplish its objectives. Section IV. Mission: To empower the citizenry of Mecklenburg County to take greater responsibility for enhancing their environment, thereby resulting in a community of pride and choice for people to live, work and recreate. ARTICLE II Section I. Organization and Structure of the Board: A. The Board shall consist of not more than twenty (20) members representing corporate, public (governmental) and private organizations or entities that share the Keep America Beautiful philosophy. Representation should be as follows: 1. 2. 3. 4. 5. 6. 7. 8. 9. Business and Industry Schools Chamber of Commerce Construction Industry Waste Hauling Industry Faith Community Fast Food Industry Recycling Planning Commission The Board may also include persons appointed by the Mecklenburg Board of County Commissioners. The Board should include representatives of the above areas but shall not be limited to those persons. The remaining slots shall be filled by a cross section of citizens in the county. B. C. 08-2008 Ex-Officio Board Member. The Board may appoint ex-officio members who may serve as non-voting advisory/members. Terms of Office. Terms shall be effective from July 1 through June 30 or until a successor is duly elected. The Board members are nominated by the Keep Mecklenburg Beautiful Board Executive Team and shall be selected by a two-thirds (2/3) vote of the Board Members. Each member shall serve for a period of two (2) years and may be re-appointed to two (2) successive terms, for a total of six (6) years. In the event a member of the Executive Team or a Committee Chair has fulfilled three (3) terms, and two-thirds (2/3) of the Board Members vote it is in the organization’s best interest for said member D. E. F. to continue serving in their leadership role, the board member may extend their term up to two (2) years.” Resignation and Removal. Any members may be removed from office with or without cause by the Board by the affirmative vote of two-thirds (2/3) of the entire Board. Any member may resign at any time giving written notice to the Chair. Such resignation will take effect on the date of receipt of such notice or at any later time specified therein, the acceptance of such resignation shall not be necessary to make it effective. Standing Committees. The Board shall establish as many subcommittees as the Board may deem necessary to carry out its goals and objectives. Each Subcommittee shall deem a SubCommittee Chairperson who provides updates at Board meetings. Each Board member of the Board shall serve on at least one Subcommittee. Non-Board personnel may serve, but shall have no voting power. The SubCommittee Chair will work with Committee Liaison carrying out the mission of the Board. Voting Rights. All members of the Board shall have one vote equal in weight. The Chair shall vote only to break a tie. All voting shall be by voice vote; provided however, the Chair of the Board may at their discretion, call for a roll call vote or secret ballot. All decisions will be by majority vote. Section II. Executive Committee: A. B. C. The Executive Committee shall be composed of four (5) members who will serve without remuneration, to wit: Chair, Committee Liaison, Vice-Chair, Treasurer, and Secretary. The Executive Director of Keep Mecklenburg Beautiful shall be an ex-officio non-voting committee member. Appointments and Duties. The Chair, Committee Liaison, Vice-Chair, Treasurer, and Secretary shall each be nominated by the Keep Mecklenburg Beautiful Board Nominating Committee and shall be selected by a two-thirds (2/3) vote of the Board Members. A vacancy on the board shall be filled based on the recommendations of the Executive Committee after the applications have been reviewed. The duties are as follows: 1. Chair: Shall act as public spokesman for the Board at public functions, shall serve as ex-officio member of all committees; shall appoint Chair, Vice-Chair, Committee Liaison, Treasurer and Secretary as well as Chairperson of standing committees and ad hoc committees upon the direction of the Board; and perform all other duties as the Board elects. 2. Vice-Chair: Will act in the place and stead of the Chair in the event of his absence, inability, or refusal, to act and shall exercise and discharge such other duties as may be required of him by the Board. 3. Committee Liaison: Will act in the place of the Standing Committee Chairperson in the event of his/her absence, inability, or refusal, to act and shall exercise and discharge such other duties as may be required of him/her by the Board. The Committee Liaison will work with the Standing Committee Chairpersons upon the direction of the Chair of Keep Mecklenburg Beautiful. 4. Treasurer: Shall be a member of the Executive Board and will keep accurate records of the funds, debits, expenses and donations of the Board. The Treasurer shall prepare a monthly reconciliation for submittal at Board meetings 5. Secretary: Shall be a member of the Executive Board, shall be the custodian of the minutes, papers and records of the Board; present minutes and shall perform other duties customary to that office. 6. Executive Director: Shall be the managing officer of the Board, and shall be an employee of Mecklenburg County, Land Use and Environmental Services Agency (LUESA). D. Vacancies: A vacancy on the Board shall be filled in the manner prescribed above. The member appointed to such vacancy shall serve for the remainder of the term of the member replaced. ARTICLE III Section I. Regular Meetings: Meetings shall be held once per month or at intervals on the date and time designed by the Board members. Should such meeting fall on a legal holiday, then that meeting shall be held at the date and time specified by the Board. Section II. Special Meetings: Special meetings may be called by either Committee Chairs, the Executive Committee or by five members of the Board when necessary to act upon matters; provided notice is given to each 08-2008 member of the Board at least seventy-two (72) hours in advance of the meeting. Said notice shall specify the time, place and nature of the meeting. Section III. Open Meeting Rule: All meetings of Keep Mecklenburg Beautiful are obligated to the open meeting rule for county government. Section IV. Quorum: A quorum shall consist of 50% of the membership present for a meeting. Section V. Robert’s Rules of Order: All meetings shall be conducted according to Robert’s Rules of Order, Current Edition. It shall be the responsibility of each Board member to observe that these rules are followed and the meeting conducted in accordance therewith. ARTICLE IV Management of Funds: Mecklenburg County is responsible for the appropriation and disbursement of the operating funds of Keep Mecklenburg Beautiful and will go through the annual county budget review. The Keep Mecklenburg Beautiful Board of Directors shall oversee the fundraising efforts, donations and other proceeds generated under 501 (c)(3) stipulations in the name of Keep Mecklenburg Beautiful, Inc. The Chair, Treasurer, and Executive Director shall be empowered to sign all checks up to $300 for the organization. The Chair, Treasurer, and Executive Director shall be empowered to cosign all checks above $300. Any checks disbursed over the amount of $300 shall be signed by the Executive Director and an authorized officer of the organization. ARTICLE V Section I. Amendment: These bylaws may be amended by a two-thirds (2/3) vote of the Board members present at any regular meeting provided 1) a quorum is present, and 2) notice was presented in writing at the previous Board meeting. ARTICLE VI Section I. Dissolution: The Keep Mecklenburg Beautiful Board shall have the right and privilege to dissolve itself, its committees and organization upon the proper motion ad the affirmative vote of two-thirds (2/3) of its members. That dissolving of the Board shall be with a written ninety (90) days notice to all concerned governments, private and non-private interest. Adopted June 21, 2004 Amended January 12, 2009 Amended May 13, 2013 Amended April 11, 2016 08-2008