Bylaws-Alliance Social 1

Alliance Social
Bylaws

ARTICLE I — NAME AND PURPOSE

Section 1 — Name: The name of the organization shall be Alliance Social. It

shall be a C-Corporation incorporated under the laws of the state of Illinois. The organization
shall pursue federal NFP status with seven months of incorporation.

Section 2 — Purpose: Alliance Social is organized exclusively for charitable,

scientific, assistance, and education purposes.

Statement of Purpose and Overview

Alliance Social is a new organization to provide free or low cost services to non profits based
upon need. All services are provided by volunteers whom we match with each organization
according to the volunteer's skill set. We serve diverse smaller organizations whose goal is to
improve their community, but we do not serve any political organizations. Our role is to help
build, maintain, and deliver services so that these organizations can focus on what's
important. In doing so we provide services based upon need so that majority of our services
are free and any revenue supports the our free services (a sustainable approach). We are
member managed meaning that all of our volunteers become "members" by default (there is
no member fee, but contributions are welcomed) and have the ability to elect our board of
directors and decide on important ideas.

The organization shall administer "ventures". At Alliance Social a venture is a sub-

organization created to provide specific services to the community. Alliance Social is an
alliance of sub organizations managed by the central organization, Alliance Social. Therein
Alliance Social provides the back office, administrative, planning, financial, strategic
vision,development, and direction to the sub organizations while these organizations provide
the services. The leader of each sub organization is also a manager of Alliance Social
management in their respective fields. Alliance Social does control the sub-organizations. but
each organization has the flexibility to pursue its' specific part of the organization's vision. The
organization desires to provide several services such as technology and management
consulting.

ARTICLE II — MEMBERSHIP
Section 1 — Eligibility for membership: Application for voting membership
shall be open to all current staff members of the organization and others invited by the
management or Board of Directors. Membership is granted
after completion and receipt of a membership application and annual
dues. All memberships shall be granted upon the decision of the Board or its' designate.

Section 2 — Annual dues: There shall be no member fee or annual dues.. Continued
membership is contingent upon being a current staff member and board/designate renewal of
membership. Membership shall last for one year from the date of approval and shall continue
indefinitely unless not renewed.
Section 3 — Rights of members: Each member shall be eligible to issue one vote in the
organization's board elections. The members shall also vote in general referendum as
determined by the Board. Each member shall have a equal vote and no member shall hold a
higher standing for votes counted.

Section 4 — Resignation and termination: Any member may resign by filing a

written resignation with the organization. A member can have their membership terminated by
a majority vote of the membership or the board of directors.

Section 5 — Non-voting membership: The board shall have the authority to

establish and define non-voting categories of membership.

ARTICLE III — MEETINGS OF MEMBERS

Section 1 — Regular meetings: Regular meetings of the members shall be held

at least once a year, at a time and place designated by the Board Chair.

Section 2 — Annual meetings: An annual meeting of the members shall take

place in the month of October, the specific date, time and location of
which will be designated by the Board Chair. At the annual meeting the members
shall elect directors, receive reports on the activities of the organization, and determine
the direction of the association for the coming year.

Section 3 — Special meetings: Special meetings may be called by the chair, the
Executive Committee, or a simple majority of the board of directors. A
petition signed by five percent of voting members may also call a special
meeting.

Section 4 — Notice of meetings: Notice of each meeting shall be given

to each voting member, not less than two weeks prior to the meeting. Unless the meeting
shall be called in the case of emergency.

Section 5 — Quorum: The members present at any properly announced meeting

shall constitute a quorum.

Section 6 — Voting: All issues to be voted on shall be decided by a total net sum rule where
each member may vote for and against an issue.

ARTICLE IV — BOARD OF DIRECTORS

Section 1 — Board role, size, and compensation: The board is responsible for
overall policy and direction of the association, and delegates responsibility
of day-to-day operations to the staff and committees. The board
shall have up to 7, but no fewer than 2 members. The board
receives no compensation other than reasonable expenses.

Section 2 — Terms: All board members shall serve two-year terms, but are eligible
for re-election.
Section 3 — Meetings and notice: The board shall meet at least quarterly, at an
agreed upon time and place. An official board meeting requires that
each board member have written notice at least one weeks in advance.

Section 4 — Board elections: New directors and current directors shall be elected
or re-elected by the voting representatives of members at the annual
meeting.

Section 5 — Election procedures: A Board Development Committee shall be

responsible for nominating a slate of prospective board members representing
the associations diverse constituency. In addition, any member
can nominate a candidate to the slate of nominees. All members
will be eligible to send one representative to vote for each candidate,
for up to 10 candidates per positions each year.

Section 6 — Quorum: A quorum must be attended by at least forty percent of

board members for business transactions to take place and motions to
pass. Unless members not in attendance shall wave or assign voting rights for the specific
meeting.

Section 7 — Officers and Duties: There shall be four officers of the board, consisting
of a chair, vice-chair, secretary and treasurer. Their duties are as
follows:
The chair shall convene regularly scheduled board meetings, shall
preside or arrange for other members of the Executive Committee to
preside at each meeting in the following order: vice-chair, secretary,
treasurer.
The vice-chair shall chair committees on special subjects as designated
by the board.
The secretary shall be responsible for keeping records of board
actions, including overseeing the taking of minutes at all board meetings,
sending out meeting announcements, distributing copies of minutes
and the agenda to each board member, and assuring that corporate
records are maintained.
The treasurer shall make a report at each board meeting. The treasurer
shall chair the finance committee, assist in the preparation of the budget,
help develop fundraising plans, and make financial information
available to board members and the public.

Section 8 — Vacancies: When a vacancy on the board exists mid-term, the secretary
must receive nominations for new members from present board
members two weeks in advance of a board meeting. These nominations
shall be sent out to board members with the regular board meeting
announcement, to be voted upon at the next board meeting. These
vacancies will be filled only to the end of the particular board member's
term.

Section 9 — Resignation, termination, and absences: Resignation from the

board must be in writing and received by the Secretary. Board members
may be terminated from the board due to excess absences, more
than two unexcused absences from board meetings in a year. A board
member may be removed for other reasons by a majority vote of
the remaining directors.

Section 11 — Special meetings: Special meetings of the board shall be called

upon the request of the chair, or one-third of the board. Notices of special
meetings shall be sent out by the secretary, chair, or board designate to each board member
at least two weeks in advance.

Section 12 – Statement of Commitment

“In establishing policy for and on behalf of Alliance Social, each board member is a custodian
in trust of the assets of their organization. The members recognize the need for competent
and committed elected board members to serve their organization and and know that the
stakeholders have put their trust in the board's sincerity and abilities. In return, the members
deserve the board's utmost effort, dedication, and support.”

“Therefore, as a board member/director of Alliance Social, each person acknowledges and

commits that the member will observe a high standard of ethics and conduct as the member
devotes their best efforts, skills and resources in the interest of organization. Each member
will perform their duties as board members/directors in such a manner that members’ and the
public confidence and trust in the integrity, objectivity and impartiality of the organization are
conserved and enhanced. To do otherwise would be a breach of the trust which the
membership has bestowed upon the board.”

Section 13 - Ethical Guidelines

Sub-Section A.
General
The Board of Directors and Each Member will
1. always hold the betterment of the stakeholders of the organization as their priority,
including during all participation in discussions and voting matters.

2. recognize that it obligated to act in a manner which will bear the closest public scrutiny.

3. contribute to the board of directors any suggestions of ways to improve the

organization’s policies, standards, practices or ethics.

4. not abuse the position as a board member by suggesting to any organization

employee that they are entitled to or expect any special treatment beyond regular
other staff, members, and clients of the organization.

5. declare any conflict of interest, be it real, potential, or apparent, which is not

immediately obvious with regard to any matter being discussed in during a meeting.

6. refrain from participating in the discussion and will leave the meeting at the board’s
request if the board decides at any time during a meeting that a conflict exist. The
board’s decision will be recorded in the minutes with reason for the decision being
also recorded.
The following activities are considered by the organization to be conflicts of interest, and that
conflicts of interest are not limited to the following situations:

• where a director makes a decision or does an act motivated by other or additional

considerations than “the best interests of the organization.

• where a director personally contracts with the organization or where he/she is a

director of other organizations which are contracting with this organization.

• where a director, in any circumstance as related to the organization, puts his/her

personal interests ahead of the best interests of the organization

Each Board member will agree to the following:

Information

I will not knowingly take advantage of or benefit from information that is obtained in the course
of my official duties and responsibilities as a board member, and that is not generally
available to membership

I will be alert to information which the organization can use to develop improved policies and
strategies

I will protect the organizations information closely and will not release or share confidential
information without the permission, preferably in writing, of the person who provided it

I will maintain confidentiality of all information which the board deems ought to be kept
confidential

Resources

I will be mindful of resources which are in my trust on behalf of the organization, and will help
establish policies which ensure the maximization of secure and protected resources

I expect to be reimbursed for legitimate expenses incurred by myself for the sake of the
organization. I will keep all such expenses reasonable and justifiable and will discuss
expenses which may be in question with the organization's president and/or executive
director or the Board's designate.

Sub-Section B.
Gifts and Hospitality

Should business associates or others offer gifts, favors, or benefits on a personal basis
because of the business the organization does with them, each member will reject such
offers on the basis that it is against the organization’s policy to accept gifts from business
contacts, unless otherwise decided by a vote of the full board. The most a board member may
accept will be normal promotional handouts of a nominal value.

Representing the Organization

As board members, each member will represent the organization informally and formally to
other associations, societies, government officials, and business representatives. The board
recognizes that it is important that it represents the organization in such a way as to leave
others with a positive impression of the organization. In it's duties it will preserve and enhance
the good reputation of the organization and will avoid behavior which might damage its image.

Interpretation

The president of the organization shall ensure that the practice of this policy will be fair, just,
and equitable in all situations of interpretation and application.

Enforcement

The president is ultimately responsible for immediate interpretation, application and

enforcement of the board members’ code of ethics policy. All complaints concerning a
possible code of ethics violation shall be made in writing to or by the president with a copy
provided to the complainant.

The president shall make an initial determination of the issue and shall attempt initial
resolution of the problem with the complainer and the complainant.

If this initial attempt at resolution is not successful, the president shall appoint a tribunal
composed of three board members, members of the organization, or independent persons to
investigate the complaint. The tribunal is required to investigate as required and submit a
written report to the president within 30 days. The president will render his/her decision within
ten days of receiving the tribunal’s report.

The president’s decision may be appealed in writing to the board of directors for consideration
the board’s next regular meeting at the organization’s next regular scheduled meeting for a
final decision. The final decision shall be delivered in writing to the complainer and
complainant.

Delegation and Penalties

Should the president be the subject of a written complaint, the vice-chair shall perform the
duties normally assigned to the president in this matter.

Penalties imposed for breach of the code of ethics may include, but are not limited to, the
following:

Excluding the director from portions of all future meetings and discussions which relate to the
stated conflict of interest, and/or

censure of the director, in private, in public, or both, and/or

removal of the director from office by a resolution passed by a vote of the required members
of the board or membership.
ARTICLE V — COMMITTEES

Section 1 — Committee formation: The board may create committees as needed,

such as fundraising, housing, public relations, data collection, etc.
The board chair appoints all committee chairs for a term determined by the chair.

Section 2 — Executive Committee (Community and Issues Committee): The four officers
serve as the members of
the Executive Committee. Except for the power to amend the Articles
of Incorporation and bylaws, the Executive Committee shall have all
the powers and authority of the board of directors in the intervals
between meetings of the board of directors, and is subject to the direction
and control of the full board.

Section 3 — Ethics & Finance Committee: The treasurer is the chair of the Finance
Committee, which includes three other board members. The Finance
Committee is responsible for developing and reviewing fiscal procedures,
fund raising plans, and the annual budget with staff and other
board members. The board must approve the budget and all expenditures
must be within budget. Any major change in the budget must be
approved by the board or the Executive Committee. The Board shall also cause at least an
annual audit of the organization to be completed under the direction of the finance committee.
The fiscal year shall be the calendar year. Annual reports are required to be submitted
to the board showing income, expenditures, and pending income. The
financial records of the organization are public information and shall
be made available to the membership, board members, and the public.

ARTICLE VI — DIRECTOR AND STAFF

Section 1 — Leadership Staff

Executive Director: The executive director is hired by the board.
The executive director has day-to-day responsibilities for the organization,
including carrying out the organization’s goals and policies. The
executive director will attend all board meetings, report on the
progress of the organization, answer questions of the board members
and carry out the duties described in the job description. The board can
designate other duties as necessary.

Other Leadership Staff Shall Include:

• Board Chair/President - Leads the Board of Directors and develops the organization
with the Executive Director. This position is also responsible for the visionary and long-
term success of the organization and finance.
• VP Relations - Community/Public Relations
• VP People - Staff/Volunteer management
• Director General(maybe separate or combined with another position) - Responsible for
planning, assurance, and fund rising
• VP Client Technology Services - Oversees Alliance Social Technology and leads nfp
technology management services.
 • Creative Director – Responsible for Web Technology services and oversees internal
web technology.
• Chief Consulting Officer - In charge of all management, operations, and finance
consulting.

ARTICLE VII — FINANCE

Section 1 – General. It shall be the general nature of the organization to accept donations and
work toward a sustainable future. The organization shall maintain at all times records and
practices in accordance with Generally Accepted Accounting Principles and the IRS reporting
framework and shall modify these practices to ensure the transparency of the organization's
finances and management. The organization shall establish the accounts and funds
necessary to accomplish this.

Section 2 – Reporting. The Organization shall conduct an yearly audit both internally and by
an outside auditing firm. The results of the audit are to be made available to the public within
31 days of the end of the calendar year unless the board passes resolution otherwise. In this
case the board shall justify in writing the reason for this change and shall make every effort to
publish this information as soon as possible. The organization shall also make available
quarterly financial statements to the public.

Sub-Section A.
The Annual Report
Each year the organization shall prepare and publish two reports. (1) The annual report shall
be published every calendar year and contain the previous year's financial statements,
management plans, board vision, an organizational overview, and other information important
to the members, clients, and the public. (2) In addition Alliance Social shall cause to be issued
an updated report to the members of the organization at the annual meeting.

Section 3 – Responsibility. It shall be the joint responsibility of the General Director, Executive
Director, President, and Board to guard and establish protocol to ensure the financial stability,
trust, and assurance of the organization according to their best efforts. If any issue shall arise
the organization shall seek to resolve such issues in an expedient manner. The President and
General Director shall serve as the financial leadership of the organization and no
transactions shall occur without approval from either of these individuals, unless the
transactions are due in the normal course of business as determined by the organization or
ordered by the Board of Directors. The President and Director General shall jointly hold the
power to freeze transactions where there is reason to do so for a period of 30 days while the
either the President and Executive Director or the Board of Directors (or their respective
group designate) investigate the transaction. It shall be the responsibility of the Board
Treasurer to certify that the work of the President and Director General has been completed
under the directions set forth in the organization bylaws.

Sub-Section A.
Distinct Nature of Responsibilities

The Director General. Shall lead fund rising and assure the general day to day accounting of
fund rising, expenses, and revenue of the organization.
The Executive Director. Shall lead and/or assign responsibility to for the general day to day
accounting of fund rising, expenses, revenue, assets, and liabilities of the organization.

The President. Shall lead and/or assign responsibility to for the accounting of expenses,
revenue, assets, liabilities, and all accounts of the organization. This person shall also
institute all and review financial practices, accounting, control, and transactions. If necessary
the individual may refer any matter to the Board or Members for additional review.

Section 4 – Controls. The organization shall establish financial controls to protect against the
improper use of funds.

Sub-Section A.
Fund Rising/Other Revenue
All revenue shall be deposited in the appropriate account and accounted for both at the time
of the transaction and deposit. The organization keep copies of all receipts and from time to
time compare such receipts to the records of donors, clients, members, and others though the
use of surveys and questionnaires to ensure proper accounting.

Use of Funds
Funds shall only be used from the business of the organization and shall not be used for
personal or business reasons by any one, for any reason. The organization shall make every
attempt to limit expenses to the following:
Administrative Expense should be limited to the following percentages with the remainder
used for programs/services expense
10% of donations
20% of revenue from products and services
25% of reserve fund use
5% of yearly income must be allocated to the reserve fund

Approvals
At no time shall those not expressly authorized know the account information of handle assets
of the organization, donor, member or client. The day to day authorization must be provided
by either the Executive Director or General Director or their designate in writing. In
accordance with their roles the Board of the Boards, President, and chair may also authorize
as such. All transaction above $150,000 must receive direct approval from the board of
directors.

ARTICLE VIII – STAFF

Together the volunteers and employees of the organization shall be called the organization's
staff. However, each shall have a distinct and unique function.

Volunteers
The volunteers shall serve the organization and complete such work and training as required.
Volunteers shall not be employed by the organization, but maybe independent contractors if a
stipend is offered for a position. The organization shall have no responsibilities to the
volunteer. A Volunteer may be dismissed without cause or reason.

Employees
All employees shall be employed by the organization and have specific roles within the
organization. The organization shall be responsible to the employees per the terms of their
contract and applicable law.

Directors
For the purposes of organization membership members of the Board of Directors shall be
considered staff.

Compensation
Until the time that Alliance Social is able to meet the use of funds requirement in ARTICLE VII
,Section 4, Sub-Section A the organization shall have no paid staff and every staff member
shall be a volunteer. All staff compensation whether to employees or stipends to volunteers
must meet a reasonably standard to be determined by the organization and its' members. All
compensation shall be made public with 30 days of the decision.

ARTICLE VIII – ARTICLES OF INCORPORTATION

The bylaws of the organization shall amend the articles of incorporation and such required
amends shall be submitted to the Secretary of State by the Board Secretary and/or Chair.

ARTICLE X – ADMENDMENTS

Section 1 — Amendments: These bylaws may be amended when necessary by

majority of the board of directors. Proposed amendments must be submitted to the Secretary
or Chair to be sent out with regular board announcements.

These Bylaws must be readopted when the board has reached its' seven member maximum
and be reviewed after 6 months from the date of adoption.

Adopted Feb. 17, 2008

Alliance Social Board of Directors.
Resolution 1