Sister Cities of Durham Diversity Policy

Prepared by the Governance Committee,    Adopted by the Board, 11/18/2021

     Sister Cities of Durham, Inc. is committed to creating and maintaining an organization that reflects the international diversity of the community we live in, and that is inclusive of all who live, work, visit and volunteer in our community.

     We recognize the rights of all individuals to mutual respect, to fair treatment, and to be accepted and respected by others, without biases based on differences in race, ethnicity, skin color, religion, class, sexual orientation, gender identity and expression, national origin, ability, age, marital status, or geographic residence.

SISTER CITIES OF DURHAM, INC.

BY-LAWS OF THE CORP0RATION

(Based on the By-Laws of June 1992 & Revised By-Laws of 10 March 1998)

Adopted at a Meeting of the Board of Directors, 19 August 2005.
Amended Article VII, July 25, 2013.

Amended Article VII, November 17, 2016

ARTICLE I

Name

The name of this organization shall be Sister Cities of Durham, Incorporated (herein after referred to

as the Corporation).

ARTICLE II

Office

The principal office of the Corporation shall be located in Durham, NC, and other offices shall be in

such other places as the Board of Directors may from time to time direct.

ARTICLE III

Purpose

The purpose of the Corporation shall be to serve educational, literary, scientific, and charitable

purposes, both directly and indirectly, and more particularly:

a. to establish and encourage greater communications among peoples of the world through the

exchange of people and ideas;

b. to engage in other activities to promote public education; and

c. to carry out other programs, activities, and endeavors for charitable, religious, educational, and

scientific purposes within the meaning o Section 501 (c)(3) of the Internal Revenue Code of 1986, as

amended.

ARTICLE IV

Non-Profit Nature of the Corporation

No part of the net earnings of the Corporation shall inure to the benefit of, or be distributed to,

Directors, Officers, or other private persons except that the Corporation may pay reasonable

compensation for services rendered and make payments and distributions in furtherance of the

purpose set out in the Articles of Incorporation. Notwithstanding any other provisions of these bylaws, this Corporation shall not carry on any activities not permitted to be carried on:

a. by a corporation exempt from Federal income tax under Section 501(c)(3) of the Internal Revenue

Code of 1986 (or the corresponding provisions of any future United States Internal Revenue Law),

or

b. by a corporation, contributions to which are deductible under Section 501(c)(3) of the Internal

Revenue Code of 1986 (or the corresponding provisions of any future United States Internal Revenue

Law).

ARTICLE V

Membership

Section 1:  Members

The membership of the Corporation shall consist of individuals, organizations, corporations, and

institutions interested in supporting the purposes of the Corporation.

Section 2: Categories of Membership

Types of members and rights and privileges pertaining to membership shall be defined from time to

time by the Board of Directors.

Section 3. Dues

Any individual, organization, corporation, or institution meeting the requirements of Article V, Section

1, may be admitted to the membership of this Corporation upon acceptance of the membership

application by the President and Secretary of the Corporation, and upon payment of the membership

dues prescribed by the Board of Directors. Payment of such dues made at least thirty (30) days prior

to the Annual Meeting shall qualify such member to vote at that Annual Meeting.

Section 4: Meetings

a. Annual Meeting

The Annual Meeting of the Corporation shall take place in October each year, at a time and place

designated by the Board of Directors. The business of the Annual Meeting shall include the election

of members to the Board of Directors and the receipt of a report on the activities of the Corporation

for the preceding year. Nominations may be made from the floor -provided the nominee has agreed to

be so nominated.

b. Special Meetings

A Special Meeting of the members may be called by a vote of the majority of the Directors, or, upon

petition to the Secretary, by one-fifth (1/5) of the membership. At a Special Meeting of the members,

only such business as stated in the call shall be transacted, unless the majority of the Directors in

attendance shall agree to allow an open agenda.

c. Notice

Notice of the time and place of the Annual Meeting shall be given in writing to each member not less

than four (4) weeks prior to the meeting and shall include the slate of Directors proposed by the

Nominating Committee. Notice of the time and place of a Special Meeting shall be mailed to each

member not less than two (2) weeks prior to the meeting arid stating the time, place, and the

business to be transacted.

d. Quorum

One-third (1/3) of the eligible membership, or fifty (50) members, whichever is the smaller number,

shall constitute a quorum for the transaction of business at all meetings of the membership.

e. Voting

For purposes of this section, each membership shall be entitled to one (1) vote

f. The Program Year

For purposes of the election of members to the Board of Directors, and of the election of Officers of

the Board of Directors, and of reporting to the membership the activities of the previous year, the

Corporation shall employ a Program Year that will run concurrent with the Fiscal Budget Year.

ARTICLE VI

Board of Directors

Section 1: Board of Directors

The Corporation shall be governed by a Board of Directors, which shall determine the Corporation's

policies and preserve and control its physical assets and reputation. The composition of the Board

shall be broadly based to assure representation of the diversity of the Durham community. Directors

shall be members of the Corporation.

Section 2: Number. Terms and Election

a. Number

I. The Board of Directors shall have at least nine (9), nor more than thirteen (13) elected Directors.

The Chairperson of each City Committee shall have a seat on the Board.

II. At its discretion, the Board of Directors may from time to time name Permanent Lifetime Directors,

honoring the distinguished service of certain persons, provided that there shall not be more than three

(3) Permanent Lifetime Directors during any year.

III. The Mayor of the City of Durham, or his/her designated agent, and the Chair of the Durham

County Commission, or his/her designated agent, shall be invited to serve as ex officio members of

the Board of Directors.

 IV. For purposes of counting a quorum at any meeting of the Board of Directors, and of transacting

business, each City Committee Chair shall have one vote, and each elected Director shall have one

vote. A Permanent Lifetime Director shall not have the right of voting and will not be counted as part

of a quorum.

b. Terms and Election

Elected Directors shall serve terms of three (3) years, may not serve more than two (2)

consecutive terms, and are not eligible for election again for a period of one (1) year after the

expiration of their second term.

Section 3. Vacancies. Resignation. or Removal

a. Vacancies

Any vacancy occurring on the Board of Directors not caused by expiration of the term of office shall

be filled by the Board of Directors upon recommendation of the Nominating Committee. Such Director

shall serve for the unexpired term of the predecessor in office and shall be eligible for nomination to

another full term.

b. Resignation

Any Director may resign by giving notice to the President in writing.

c. Removal

Any Director may be removed from office by an affirmative vote of two-thirds (2/3) of the other

members of the Board of Directors.

Section 4. Meetings

a. Regular Meetings

The first meeting of the Board of Directors in any new Program Year shall be held after the Annual

Meeting and shall include the purpose of the election of Officers. Regular meetings of the Board of

Directors shall be held at least once each quarter for the purpose of transacting such business as

may come before the Board. The Board may meet more frequently at the call of the President.

b. Special Meetings

Special meetings of the Board of directors may be held upon the call of the President.

c. Notice

Notice of regular meetings shall be given to each Director not less than fourteen (14) days prior to

any such meeting. Notice of special meetings shall be communicated to each Director not less than

ten (10) days prior to any such meeting and shall state the purpose of the meeting.

d. Quorum

The quorum for the meetings of the Board of Directors to transact business shall be One-half the

Directors.

e. Attendance

Directors missing three (3) consecutive meetings without excuse, or failing to attend one-half (1/2) of

the meetings in any twelve (12) month period, shall be considered resigned from the Board. An

excused absence requires notification to the Secretary or the President.

ARTICLE VII

Officers

Section 1. Officers

Officers of the Corporation shall be the President, Vice President, Treasurer, and Secretary. The

Officers shall perform the usual duties pertaining to their respective offices as determined by the

Board of Directors.

Section 2. Terms and Election (This section amended Nov. 17, 2016.)

Officers, except the Treasurer, shall serve terms of one (1) year and may not serve more than four

(4) consecutive terms in the same office. All officers, except the Treasurer, shall be elected by the

Directors from their number at the first Board meeting after the Annual Meeting. The Treasurer shall

be appointed by the Board, and shall serve at the pleasure of the Board and shall be

responsible to the Board.

Section 3 . Vacancies. Resignation. and Removal

The procedure for vacancies, resignation, and removal shall be the same as for the Board of

Directors.

ARTICLE VIII

Committees

Section 1. Executive Committee

At need, and upon his/her own discretion, the President may convene an Executive Committee

consisting of the Officers of the Corporation.

The Executive Committee is authorized to act for the Board of Directors, pending notice to the

Directors and ratification of its actions at each subsequent meeting of the Board of Directors. A

majority of the Executive Committee shall constitute a quorum for the transaction of business

Section 2. City Committees

The Chairpersons of the City Committees shall be elected annually by their respective committee

members and ratified by the Board of Directors. It is highly recommended that a City Chairperson

serve no more than five consecutive annual terms in that position. The City Chairpersons shall serve

a term which expires at the Annual Meeting, but in any case may serve until successors have been

chosen.

Section 3. Additional and Special Committees

Additional and special committees may be established from time to time by the Board of Directors.

The Chairpersons of such committees shall be appointed by the President and confirmed by the

Board of Directors. 'The duties and duration of such committees shall be determined by the President

and the Board of Directors.

Section 4. Ex-Officio Committee Members

The President shall serve, ex-officio and without vote, on all committees authorized by the Board of

Directors, except that the President shall not serve on the Nominating Committee.

Section 5. Advisory Board

The Advisory Board shall consist of not more than twenty-four (24) prominent or qualified citizens

from the community who shall serve three (3) year terms. .Members of the Advisory Board shall be

nominated by the Nominating Committee and elected by the Board of Directors. The Advisory Board

shall meet at least twice each year and shall advise the Board of Directors on the direction and

mission of Sister Cities of Durham, Inc.

Section 6. Co-Opted Members of Board and Committees

At the discretion of the President, or of the Chairperson or Convenor of any Committee authorized by

the Board of Directors, the Board or any sitting committee may co-opt persons to assist or advise it.

Such persons shall sit on committees ex-officio, without vote.

ARTICLE IX

Staff

The Board of Directors may appoint a person to manage and coordinate day-to-day activities of the

Corporation; to supervise employees in such other positions as the Board of Directors approves; and

to attend meetings of the Board of Directors, of the Executive Committee, or of any sitting committee

to which he or she is invited.

ARTICLE X

Finances

Section 1. Fiscal Year

The fiscal year shall be from July 1 through June 30.

Section 2. Treasurer

The Treasurer shall present a financial report at each regular meeting of the Board of Directors, and

shall present an annual financial report to the membership at the Annual Meeting.

Section 3. Audit

There shall be an annual audit of the Corporation's 'books of account, arranged by the President and

the Treasurer, at the end of each fiscal year. A copy of the auditor's report must be reviewed and

accepted by the Board of Directors.

Section 4. Budget

With the cooperation of the City Committees, the Treasurer shall oversee, prepare and submit by

December 31st an annual budget to the Board of Directors for approval.

Section 5. Contributions

Contributions to the Corporation may be solicited and accepted, subject to the laws of the State of

North Carolina and the applicable regulations of the Internal Revenue Code or the Internal Revenue

Service governing non-profit organizations.

ARTICLE XI

Parliamentary Authority

The rules contained in the current edition of Robert's Rules of Order, Newly Revised (that is, the

latest revised edition) shall govern the Corporation in all cases to which they are applicable, and in

which they are not inconsistent with these by-laws or with the special rules of order the Board of

Directors may adopt.

ARTICLE XII

Fundamental Change

Section 1. Amendments

These by-laws may be amended at any meeting of the Board of] Directors by an affirmative vote of a

majority of the Directors then present, provided a quorum is present, and provided that notice of the

intention to amend the by-laws, together with the proposed amendments, have been sent to each

Director, along with the time and place of the meeting, at least two (2) weeks prior to the meeting

date.

Section 2. Merger, Sale, Lease, etc.

The procedure for merger, consolidation, sale, lease, exchange, or mortgage of assets shall be that

set out in Section 55A of the North Carolina General Statutes, provided, however, that no such

action shall be inconsistent with the non-profit nature of the Corporation and the requirements of

Section 501(c)(3) of the Internal Revenue Code of 1986 (or the corresponding provisions of any

future Internal Revenue Law).

Section 3. Dissolution

In the event of dissolution, the residual assets of the Corporation shall be turned over to one or more

organizations which themselves are tax-exempt organizations as described in Section 501 (c )(3) of

the Internal Revenue Code of 1986 (or corresponding sections of any prior or future Internal Revenue

Law); or to local government for exclusive purpose.

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The text of these by-laws incorporates amendments recommended by the Organization Committee of

the Board of Directors in Spring 2003, and adopted August 19, 2005.

Article VII, Section 2, Terms and Elections, amended to read – officers … may not serve more than

“four (4)” consecutive terms in the same office. This was adopted at the Board of Directors meeting

on July 25, 2013.

Article VII, Section 2  was amended to make the Treasurer position an appointed position.

this was adopted at the Board of Directors meeting on November 17, 2016