BY-LAWS

(Revised June 5, 2007, Jan. 3, 2011, Jan. 19, 2011, Feb 7, 2011)

Ottauquechee Community Partnership, Inc. (OCP)

Article I – Official Name

The name of the organization is the Ottauquechee Community Partnership, Inc. hereafter referred to in this document as “OCP” or the “Partnership”.

Article II – Purpose

As a community-based organization, the purpose of OCP is to engage in any lawful activities, including without limitation, educational, charitable, benevolent, social, cultural, athletic, scientific, or commercial programs, by itself, or in collaboration with others, to fulfill its mission. Mission: The Ottauquechee Community Partnership, Inc. (OCP) engages individuals and organization in developing healthy environments and positive intergenerational relationships in the Vermont towns of Barnard, Bridgewater, Killington, Pomfret, Reading and Woodstock.

Article III – Fiscal Year

The fiscal year of the Partnership shall begin on the first day of July and end on the last day of the following June.

Article IV- Board of Directors

Section 1

OCP shall be governed by a Board of Directors consisting of 6-9 individuals who are committed to the overall mission of the Partnership and who either reside or work in one of the six (6) sending towns of Windsor County Supervisory Union. To encourage youth involvement and leadership opportunities, three (3) additional board seats will be available to youth representatives who attend Woodstock Union High School or reside in one of the six (6) towns of the Partnership’s service area. The Board holds the power to conduct OCP’s business and to delegate that power as needed to the Executive Director.

Section 2

The OCP Board shall meet at least 4 times during the fiscal year (July 1st to June 30th) at a date and time set by the President. A special Board meeting may be called by the President or forty percent of the directors.

Board members will be notified in writing, which may be in any form including email, at least one week before each Board meeting.

Section 3

Any Director may be removed without cause by a majority vote of the Board.

Section 4

Voice votes or a show of hands will be accepted methods of voting. Meetings will be governed by Robert’s Rules of Order.

Section 5

A majority of Directors must be present to achieve a quorum in order to conduct the business of the board.

Section 6

Directors shall not be compensated for their service except for reimbursement of reasonable expenses.

Section 7

Adult members of the Board shall each serve a three (3) year term, staggered so there is continuity of Board membership from year to year. An adult Board member may serve two consecutive three (3) year terms. Youth members of the Board shall serve a one year term with no term limits.

Section 8

New Board members for the next fiscal year will be elected by the members of the Partnership at the Partnership’s annual meeting.   Membership is defined as any community member who has worked with an OCP related project in the current fiscal year, and all current Board members.

Section 9

The role of the Board is to oversee the work of the Executive Director, to set policies for the Partnership, revise the bylaws, donate and assist with fundraising, and to work with the Executive Director to conduct strategic planning for the Partnership.

Article V – Officers

Section 1

The Partnership shall have the following Officers, to be elected by the Board: President, Vice President, Secretary, and Treasurer. All officers must be current board members and shall have a term of one year or until successor is elected. Officers may be re-elected. Officers may be removed by the Board without cause.

Section 2

Election of officers for the next fiscal year shall occur at the first regular Board meeting of the year. A vote of a majority of those attending shall be required for election.

Section 3

The President is the executive officer of the Partnership and Chairperson of the Board and shall preside over all regular Board meetings; shall oversee the long-term goals and strategies of the Partnership; shall serve as the liaison between the board and the executive director; and shall perform other duties as determined by the board.

Section 4

The Vice President shall perform the duties of the President whenever the President is absent or unable to perform such duties. The Vice President will be responsible for orienting new Board members.

Section 5

The Secretary shall record and keep the minutes; provide all notices as required by law or organizational rule; and perform such duties as assigned by the Board from time to time.

Section 6

The Treasurer shall oversee the financial operation of the Partnership; shall provide timely reports on the financial status of the Partnership; and perform such duties as assigned by the Board from time to time.

Article VI – Indemnification

The Partnership shall indemnify any officer or director, or any former officer or director, in all circumstances permitted by sections 8.51 et seq. of the Vermont Non-Profit Corporation Act. Expenses incurred in defending any civil or criminal action, suit or proceedings to which indemnification may apply may be paid by the Partnership in advance of the final disposition of such action, suit or proceeding upon receipt of any undertaking by or on behalf of the director, officer, employee or agent to repay such amount unless he or she is found to be entitled to such indemnification.

Article VII – Board Committees

Section 1

Executive Committee – The Board shall have a standing Executive Committee consisting of the President, Vice President, Secretary, and Treasurer, and one youth Board representative. The President shall preside over the executive committee, which will meet as needed to conduct annual review of the executive director’s performance, establish or review policies, and conduct other business as deemed necessary. Actions or recommendations of the Executive Committee shall be ratified by the full Board of Directors at the next regular Board meeting.

Section 2

Nominating Committee – The Board shall have a standing Nominating Committee to be chaired by a Board Member and consisting of at least two (2) other Board Members and up to three (3) other members of Partnership., who will be chosen by the full Board. The Nominating Committee is responsible for bringing to the full Board names of candidates for Board officers and other Board member positions.

Section 3

Development Committee – The Board shall have a standing Development Committee consisting of Board members, Partnership members and/or community members who are knowledgeable and have expertise in fundraising and development.

Section 4

Other Committees – The Board from time to time may establish other such committees, ad-hoc or standing, to ensure the accomplishment of the Partnership’s operational and programmatic goals. Such committees will serve according to the directives given by the Board.

 Article VIII – Executive Director

Section 1

The Executive Director is responsible for the day-to-day operation of the Partnership and for ensuring the funding and supervision, including the hiring and dismissal, of all staff positions. The Executive Director oversees the funding and implementation of the Partnership’s activities. The Executive Director collaborates and coordinates efforts with community groups and partners, ensures that community members are aware of the Partnership’s goals and objectives, and oversees the management of other responsibilities as requested by the Board. The Executive Director convenes the Community Coalition (see Article XI).

Section 2

The Executive Director will be a salaried position.

Section 3

The Executive Director will be hired by and reports to the Board of Directors.

Article IX – Conflict of Interest

Section 1

Conflict of interest is defined as a situation when a board vote on a matter can detrimentally or beneficially impact a board member’s self—interest and therefore, influence the way that board member may vote on that matter.

Section 2

It is the responsibility of any board member with knowledge of a potential conflict of interest to make that conflict known to the full board if the affected board member does not do so voluntarily. Board members, upon joining the board, will sign a conflict of interest statement.

Section 3

The affected board member may participate in the board discussion, but must abstain from voting on that particular matter.

Article X – Limitation on Use of Funds

Section 1

The Partnership is organized exclusively for educational purposes, including, for such purposes, the making of distributions to organizations that qualify as exempt organizations under Section 501(c)(3) of the Internal Revenue Code of 1954 or any amendments thereof.

Section 2

No part of the net earnings of the Partnership shall inure to the benefit of or shall be distributable to its members, officers, or other private persons, except that the Partnership shall be authorized and empowered to pay reasonable compensation for services rendered and make payments and distributions in furtherance of the purposes set forth in the Articles of Association.

Section 3

No substantial lobbying activities or other attempts to influence legislation shall be carried on and OCP shall not participate in, or intervene in (including the publishing or distribution of statements) any political campaign on behalf of any candidate for public office.

Section 4

Notwithstanding any other provision of these articles, OCP shall not carry on any other 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 1954 or any amendments thereof, or (b) by a corporation, contributions to which are deductible under section 170(c)(2) of the Internal Revenue Code of 1954 and any amendments thereof.

Section 5

Upon dissolution of OCP , the Board of Directors shall, after paying or making provision for the payment of all of the liabilities of OCP exclusively for the purposes of OCP , distribute the remaining assets to such organization or organizations organized and operated exclusively for charitable, educational, religious, or scientific purposes as shall at the time qualify as an exempt organization or organizations under section 501(c)(3) of the Internal Revenue Code of 1954 or any amendments thereof, as the Board of Directors shall determine. Any such assets not so disposed of shall be disposed by the Court of appropriate jurisdiction, to such organization or organizations, as said Court shall determine, are organized and operated exclusively for exempt purposes.

Article XI- Partnership Membership

Partnership membership is defined as any community member who has worked with an OCP related project in the current fiscal year. At least one Partnership meeting will be held annually, in June. At this meeting the Partnership members will elect new board members and receive an annual report from the Executive Director.

Article XII – Community Coalition

The Executive Director shall convene a Community Coalition that has no dues paying members. As a community-based coalition, it strives to have representation from a wide variety of community sectors such as parents, youth, school, health care providers, mental health professionals, recreation professionals, business members, the faith community, local and state government, social service organizations, and other community-based entities.

Article XIII – Amendments to the Bylaws

These bylaws may be amended subject to approval of a vote of two-thirds of the sitting directors.