About Us
HARLAN 2020 A COMMUNITY DEVELOPMENT FOUNDATION
BYLAWS and ORGANIZING DOCUMENT
Adopted April 23, 2009
Article I Name:
The name shall be Harlan 2020, A Community Development Foundation
PURPOSE: This Organization is being formed solely for charitable purposes, in our economically depressed county of Harlan, Kentucky. We will provide Leadership, Planning and Financial assistance thru grants and local contributions. We will form Partnerships and Seek Community involvement and cooperation through shared goals. Our Mission Statement is defined by our motto, “It’s All About Me, I Can Make A Difference”
Article II Mission Statement:
We are a group of concerned citizens committed to the growth and promotion of Harlan County, building a stronger community network thru community development from the inside out, involving a cross-section of diverse groups, organizations and individuals dedicated to the future of Harlan County.
Article III Vision Statement:
Within the next 12 years, building on each year, 1 year at a time, grow Harlan 2020 into a successfully operated local non profit community development foundation providing leadership and direction to the people of Harlan County.
All provisions here and below are subject to broad interpretation and are not to be construed narrowly so as to be in keeping with the spirit of collaboration of the group.
Article IV Our Commitment:
1. Building a shared commitment to positively impact community development throughout Harlan County. 2. Improving inter-personal, team building and communication skill thru leadership training. 3. Developing a shared understanding of the issues and opportunities arising in Harlan County
This commitment shall be unrestricted by consideration of age, color, disability gender, health status, lifestyle, nationality, race, religion or sexual orientation.
Article V Membership:
Section 1. Qualifications —– Harlan 2020 shall consist of a group of concerned citizens representing diverse community based organizations. The existing membership may invite individuals who can contribute to its mission and goals to become members.
Section 2. Beginning January 1, 2009, individual membership on the board shall be three (3) year terms. The three (3) year term shall be staggered so one-third (1/3) of the members are replaced annually.
Section 3. Privileges —- A member shall be entitled to 1. Be a candidate for elected positions within the board 2. Participate in the election process 3. Attend, participate in and vote in meetings of Harlan 2020
Section 4. Responsibilities —- Members are required to abide by the bylaws: perform the designated duties of any position held by virtue of Election or appointment.
Section 5. Resignations & Removal —- Any member may resign by submitting a written resignation to the Chairperson. Absences from two (2) consecutive regularly scheduled meetings for which prior notification was not given shall constitute automatic resignation from the Board after notification to the member by the Chairperson.
Article VI Membership Meetings:
Section 1. Meetings. The membership shall meet at least monthly, for the purpose of receiving updates and addressing concerns. The date, time and place of the meeting shall be determined by the Board members. Reminders of monthly meetings will normally be communicated to all members prior to each meeting by the Chairperson.
Section 2. Special Meetings 1. A special meeting of the Board may be called at any time by the Chairperson, or upon the request of at least a majority of the board. 2. Only items of business set forth in the notice of a special meeting shall be discussed and acted upon. 3. Notice of special meetings shall be communicated to all members no less than seven (7) days prior to the meeting, unless an immediate vote is necessary.
Section 3. Quorum: A majority of the members, plus the Chairman or his/her designee shall constitute a quorum for the transaction of business at any meetings of the membership.
Section 4 Decision Making:
1. The group shall seek to make decisions by consensus. Whenever consensus is not achieved or by member request, the Chairperson may submit the matter to vote. 2. A member is entitled to one (1) vote on each matter submitted to a vote of the membership. A majority vote of the quorum shall prevail.
Article VII Elected Officers:
Section 1. Elected officers shall be: A Chairperson, Vice Chair, Secretary and Treasurer. The board shall consist of additional directors.
Section 2. Qualifications —- To be eligible for the office, a member must have participated in board activities for at least twelve (12) months immediately prior to Candidacy.
Section 3. Term of Office —- The election of officers shall be conducted every year at the annual meeting. The Chairperson, Vice chairperson, Secretary and Treasurer and members of the board shall be elected by nomination and majority vote. Each officer may succeed him/herself for one additional term. Board members may be elected for up to 2 consecutive 3 year terms.
Section 4. Vacancies —– In the event of a vacancy in any position, the positions shall be as follows until the next election in the following manner: The Vice Chairperson shall assume the office of Chairperson. If a vacancy occurs in the other elected offices, the vacancy shall be filled by an election held by the membership. A person elected to fill the vacancy shall hold office for the remainder of the designated term, at the end of which time the individual will be eligible for nomination for the full term of the office.
Section 5 Resignation and removal —- Any elected officer may resign by submitting a written resignation to the board. He/she may be removed by a vote of three-fourths (3/4) with or without cause.
Article VIII Duties of the Officers
Section 1. Chairperson —– The Chairperson shall preside at all meetings of the board: appoint members to special committees when appropriate: be an ex-officio member of all committees: ensure that the board complies with its mission and purposes: be the official spokesperson for the board and perform duties which pertain to the office of Chairperson or as directed by the members of the board.
Section 2. Vice Chairperson —— The Vice Chairperson shall assume duties as assigned by the Chairperson and serve as chairperson of the bylaws committee. In the absence of the chairperson, the vice chairperson shall perform the duties of the chairperson.
Section 3. Secretary —- The Secretary shall keep the minutes of all meetings of the board, have custody of official minutes and records of the board and perform duties which pertain to the office of secretary.
Section 4. Treasurer —– The Treasurer shall keep the checkbook and bank statements: be responsible for paying all bills, give monthly financial reports and perform any other duties required of the office of treasurer. He/she will schedule a yearly audit.
Section 5. Board of Directors —- Elected board of directors shall serve on committees and perform duties as required by the position of director.
Section 6. Executive Director Duties —– Provide any services needed to effectively execute the business of the organization.
Article IX. Harlan 2020 will operate on a fiscal year for accounting purposes.
Article X. Committees — To be appointed as needed.
Bylaws committee shall review bylaws of the board, suggest, receive and recommend action on proposed amendments to the bylaws: submit proposed amendments to the membership for adoption. The bylaws shall be reviewed annually.
Budget committee will compile a yearly budget for the operation of the group.
Ad-Hoc Committees —– Ad-Hoc committees may at times be used to address a specific task or to assume a specific function. Members on the committees may be appointed by the chairperson, or volunteers may be solicited from the membership or help may be solicited from other resource people as deemed appropriate. Each committee shall have an opportunity to report its finding and plans at regular meetings of the board.
Article XI Elections and Voting
Section 1. Nominations —- A nominating committee will be appointed by the Chairperson to fill the slate of officers and directors, to be presented to the membership 1 month before the election is planned to be held. Nominations will also be accepted from the floor at the annual meeting, subject to the nominee’s approval.
Section 2. Voting —- Voting for election of officers shall be done at the annual meeting, namely November of each year. Absent members may vote by proxy.
Section 3. Elections —- The candidate receiving the highest number of votes for each elected position shall be declared elected. All officers shall assume office January 1 for the year elected.
Article XII. Amendments
Section 1. The bylaws committee or any member may propose amendments. Section 2. The bylaws may be amended by a two-thirds (2/3) vote of the majority, provided that such proposed amendments have been mailed to the membership at least 14 days prior to the meeting.
Article XIII Conflict of Interest clause —Any director, principal officer or member of a committee with governing board delegated powers, who has a direct or indirect financial interest, is an interested person.
Section 1. DUTY TO DISCLOSE An interested person must disclose the existence of the financial interest and be given the opportunity to disclose all material facts to the directors and members of committees with governing board delegated powers, considering the proposed transaction or arrangement.
Section 2. DETERMINING WHETHER A CONFLICT OF INTEREST EXISTS After disclosure of the financial interest and all material facts, and after any discussion with the interested person, he/she shall leave the governing board or committee meeting while the determination of a conflict of interest is discussed and voted upon.
Section 3. PROCEDURES FOR ADDRESSING THE CONFLICT OF INTEREST After due deliberation, if a more advantageous transaction or arrangement is not reasonably possible under circumstances not producing a conflict of interest, the governing board or committee shall determine by a majority vote of the disinterested directors whether the transaction or arrangement is in the Organization’s best interest, for its own benefit and whether it is fair and reasonable. In conformity with the above determination it shall make its decision as to whether to enter into the transaction.
Section 4. VIOLATIONS OF THE CONFLICTS OF INTEREST POLICY If the governing board or committee has reasonable cause to believe a member has failed to disclose actual or possible conflicts of interest, it shall inform the member of the basis for such belief and afford the member an opportunity to explain the alleged failure to disclose.
If, after hearing the member’s response and after making further investigation as warranted by the circumstances, the governing board or committee determines the member has failed to disclose an actual or possible conflict of interest, it shall take appropriate disciplinary and corrective action.
Section 5. RECORD OF PROCEEDINGS: The minutes of the governing board and all committees with board delegated powers shall contain the names of the persons who disclosed or otherwise were found to have a financial interest in connection with an actual or possible conflict of interest, the nature of the financial interest, any action taken to determine whether a conflict of interest was present, and the governing board’s or committee’s decision as to whether a conflict of interest in fact existed. Also the names of the persons who were present for discussions and votes relating to the transaction or arrangement, the content of the discussion, including any alternatives to the proposed transaction or arrangement and a record of any votes taken in connection with the proceedings.
Section 6. COMPENSATION: A voting member of the governing board who receives compensation, directly or indirectly, from the Organization for services is precluded from voting on matters pertaining to that member’s compensation.
Section 7. ANNUAL STATEMENTS: Each director, principal officer and member of a committee with governing board delegated powers shall annually sign a statement which affirms such person: 1. Has received a copy of the conflicts of interest policy. 2. Has read and understands the policy. 3. Has agreed to comply with the policy, and 4. Understands the Organization is charitable and in order to maintain its federal tax exemption it must engage primarily in activities which accomplish one or more of its tax-exempt purposes.
Section 8. PERIODIC REVIEWS: To ensure the Organization operates in a manner consistent with charitable purposes and does not engage in activities that could jeopardize its tax-exempt status, periodic reviews shall be conducted. The periodic reviews shall, at a minimum, include the following subjects:
1. Whether compensation arrangements and benefits are reasonable, based on competent survey information and the result of arm’s length bargaining. 2. Whether partnerships, joint ventures, and arrangements with management organizations conform to the Organization’s written policies, are properly recorded, reflect reasonable investment or payments for goods and services, further charitable purposes and do not result in inurnment, impermissible private benefit or in an excess benefit transaction.
Section 9. USE OF OUTSIDE EXPERTS: When conducting the periodic reviews as provided for herein, the Organization may, but need not, use outside advisors. If outside experts are used, their use shall not relieve the governing board of its responsibility for ensuring periodic reviews are conducted.
Article XIV Dissolution Clause —– In the event 80% of the membership sees a need for the group to dissolve, any money or assets remaining with the board will be donated to an appropriate community service group or organization.
Article XV. Past, Present and Planned Activities
1. Hosting Leadership Training Sessions Yearly – (A)Received a $12,500.00 ARC Flex-E-Grant in Partnership with the Harlan County School System, Feb thru June 2009 hosted 5 leadership training session with 30 people in attendance, requesting each attendee attend all trainings and commit to 1 year of community service of their choice. (B) Developed By Laws and Organization Document. (C) Filed Articles of Incorporation in April 2009. (D) File 501c3 Application as soon as Articles are received. (E) Developed the Harlan 2020 website. (F) Launch T-Shirt campaign “It’s All About Me, I Can Make A Difference”
2. Forming Partnerships with other groups and organizations as needed to achieve common goals. (A)Spring of 2009, joined with the Harlan Rotary Club, Harlan Fiscal Court and other community volunteers for a clean up at the Cranks Creek Shelter House. (B) Planning an Adopt-A-Vacant Building project with volunteers and local high school students for the spring of 2009. (C)Planning a downtown street signage campaign with the City of Harlan. (D) Planning a Cultural Interpretation Center, possibly taking responsibility of the building, working with 3rd and 4th year architectural students from the Savannah School of Art and Design. They have added this to their class schedule as an on site project for the year 2009/2010. They will begin on site work in March of 2010. With the Cultural Interpretation Center we hope to affect a broad range of people and entities. An historical room, designed by the Harlan County Historical Society, A restaurant with dining hall, a meeting space with office and meeting room for Harlan 2020 and up to 6 other groups or organizations who may need meeting space part time. Music and Dance room, etc.
3. Seeking and finding Grant funds as needed. (A) Spring 2009, partnering with the City of Harlan in a $12,500.00 grant request from ARC thru their Flex-E-Grant funds for a Downtown Facelift, general storefront cleanup and lighting.
4. Fund Raising will include efforts to raise funds through appeals for financial support throughout the community. Mail, email, phone and personal solicitations will be used in notifying and promoting any fund raising projects we become involved in. When timing is appropriate we would be open to accepting the donation of a vehicle, etc to auction. Government and foundation grants will be sought when projects arise that need that type of funding. At some point we may choose to accept donations on our website. We will be promoting a positive direction for the people of Harlan County. Developing a long range plan of action.