Bylaws of the Foundation for Communal Life

ARTICLE I: NAME, MISSION, JURISDICTION, OFFICES, CORPORATE STRUCTURE, CHAPTERS

SECTION 1: NAME

The name of this organization is the Foundation for Communal Life (hereinafter referred to as the “Foundation” or “FCL”). 

SECTION 2: MISSION 

The Foundation is organized to help preserve and promote the common vision of communities that support themselves and one another through a queer and intersectional lens. It exists to provide opportunities to individuals, groups, and organizations to conduct mutual aid, charity, and educational efforts in line with the core values of the Foundation. The Foundation supports and fights for a future free of the systemic bigotry and violent systems that plague many in their day-to-day lives, and works to build a better future by supporting and promoting projects that not only give to but sustain and enhance their communities. The principal areas of concern for the Foundation are queer issues as they relate to housing, the workplace, health, and the intersections of all inbetween.

SECTION 3: JURISDICTION

The principal geographical jurisdiction of the Foundation will be the United States of America and its territories. The Foundation may, from time to time, engage in allowable activities in the nation of Canada and its territories, and shall accept members and volunteers residing in Canada.

SECTION 4: OFFICES

The principal office shall be in Wichita, Kansas, or as otherwise determined from time to time by the Board of Directors of the Foundation (the “Board.”). 

SECTION 5: CORPORATE STRUCTURE

The Foundation is a non-profit organization operated exclusively for charitable and educational purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code or the corresponding section of any future federal tax code. Contributions to the Foundation are tax deductible upon approval by the Internal Revenue Service. Contributions to the Foundation do not make one a member of the Foundation or to its affiliated Organizations. 

SECTION 6: CHAPTERS

Chapters are programmatic units which may be created to advance the Foundation’s work in communities and enhance its geographic presence. They are organized upon approval of the Foundation’s Executive Director and the Board of Directors and act under supervision of the Executive Director. They may only operate under the specific charter given to them by the Board of Directors at the time of their inception, or such amendments to that charter as may be made by the Board at its discretion.

ARTICLE II: MEMBERSHIP

SECTION 1: CLASSIFICATIONS

Membership in this Foundation shall be maintained as two classes: Provisional and Full. 

Provisional members shall be allowed to participate in the Foundation’s activities with greater restrictions than that of a Full member. Provisional members may never vote in Foundation elections nor serve on the Foundation Board of Directors or any of its Committees.

Full members are entitled to all rights and privileges that come with membership in the Foundation.

SECTION 2: QUALIFICATION

Members of the Foundation are expected to actively work with and towards the goals of the Foundation. In recognition of this, the minimal qualifications to apply for membership in the Foundation will be as follows:

  • The applicant agrees with the mission statement of the Foundation, and further agrees that they will follow the Bylaws of the Foundation, the Resolutions and Policies of its Board and Committees thereof, and the Policies set forth by the Officers of the Foundation.
  • The applicant understands and agrees that as a volunteer-oriented organization, certain requirements for volunteer service may and will be set by the Foundation’s governing bodies and officers. It is the responsibility of a member to ensure they are in compliance with these requirements.
  • The applicant must be at least 18 years of age
  • The applicant must be a resident of the United States or Canada.
    • This requirement may be waived with the approval of the Executive Director on the basis of substantive gain to the Foundation by the membership of an ordinarily non-eligible applicant.

SECTION 3: APPLICATION

Any interested individual may apply to the Foundation via electronic form that shall be prepared and maintained by the Executive Director or their designee. This form shall, at minimum, ask qualifying questions to the applicant to ensure compliance with these Bylaws. Additional questions may be asked as relevant to the goals and mission of the Foundation.

Upon receipt of an application, the Executive Director or their designee will review the application and confirm the eligibility of the applicant. If no errors or concerns are found in the application, the Executive Director or their designee will direct the applicant to a payment portal to confirm the applicant’s membership, and the applicant will be granted Provisional membership upon receipt of dues.

An application can be rejected by the Executive Director or their designee on the basis of technical error or failure to qualify for membership. The rejection will be sent to the applicant, along with the stated reason for rejection and any possible remedies.

If the Executive Director or their designee has substantive concerns with an application, they will forward the application and their concerns to the Membership Committee, who will review the concerns and vote on whether or not to approve the application. 

The Membership Committee may vote to refuse the application if it deems that the acceptance of the application will have a severe and adverse effect on the Foundation, or that the applicant does not reflect the values and beliefs of the Foundation. If rejected, the Membership Committee Chair will send a rejection to the applicant, along with the stated reason for the rejection and any possible remedies.

SECTION 4: PROMOTION

A member may apply to be promoted to a full member after being a provisional member not less than ninety (90) day. A form for promotion will be made and maintained by the Executive Director (or their designee) and the Membership Committee. It will, at minimum, include questions regarding the following subjects:

  • The member’s goals for the Foundation
  • The member’s current volunteer efforts
  • Any committee positions the member is interested in
  • What projects the member would like to undertake / would like the Foundation to undertake

The member shall also obtain the affirmation of three full members, at least one of whom shall be a current Committee member on any standing or ad hoc committee. This affirmation shall attest that the member in question is committed to the values of the Foundation, will abide by the rules of the Foundation, and will be a committed member of the Foundation.

SECTION 5: DUES

Dues are required as part of membership in the Foundation. Dues may be charged on an annual or monthly basis. The Board of Directors may, by Resolution, modify the rate of dues charged to members of the Foundation, to take effect at the next billing cycle of the member’s dues. 

At the time of enactment of these Bylaws, standard dues shall be set at $60/year or $5/month. Members that experience greater financial insecurities shall be provided the option of $30/year dues, and may self-select this at time of payment.

SECTION 6: CONDUCT

Members of the Foundation are expected to abide by its Standing Policies and rules of conduct. Additional rules of conduct may be approved by the Membership Committee by 2/3rds vote of said Committee.

The following rules of conduct shall apply at all times:

  • The Foundation expressly denounces, forbids, and prohibits
    • The use and expression of bigotry by its members, including but not limited to: racism, sexism, transphobia, ableism, religious discrimination, etc.
    • The use or participation in harassment campaigns
    • Working to intentionally defame or undermine the Foundation
    • Participating in organizations that participate in or actively condone bigotry or harassment
    • All forms of sexual harassment or domestic abuse.
  • Foundation members are expected to conduct themselves courteously and professionally with other Foundation members.
  • When representing the Foundation to other organizations, members are expected to reflect the values and beliefs of the Foundation.

SECTION 7: SANCTION

Any member may bring up any other member for sanction on the grounds of a perceived violation of the Standing Policies or Conduct. Such accusations will be reviewed by the Disciplinary Committee, which will determine the validity of the charge(s) and the severity of the sanction if the charge(s) are upheld. The Disciplinary Committee may take any sanction it deems appropriate, but shall require a 2/3rds vote to enact any sanction involving the suspension or expulsion of a member, temporary or permanent.

SECTION 8: IRREGULAR MEMBERSHIP

In the interests of the health of the Foundation and to streamline the advancement of skilled or specialty volunteers, the Executive Director may petition the Board in writing to immediately approve and ascend a member to full membership in the Foundation. A majority of the Board must consent to this in writing prior to taking effect. 

Volunteers and members of leadership working with the Foundation, as provided by the Executive Director and Secretary, at the date of ratification of these Bylaws shall automatically be granted full membership in the Foundation.

ARTICLE III: GOVERNANCE 

SECTION 1: BOARD OF DIRECTORS

Subsection 1: Composition

The Board of Directors shall have five seats, and shall be filled with members in good standing with the Foundation. The number of seats on the Board may be changed by not less than 2/3rds majority vote of the Board, to take effect at the next election of the Board. The Board may approve an immediate increase in seats by unanimous vote of the Board, but may never decrease seats in this fashion.

Subsection 2: Selection

The Board of Directors of the Foundation (the “Board”) shall be selected as follows:

At the time of the adoption of these Bylaws, the initial Board shall be selected by the Incorporator of the Foundation. The authority of the Incorporator shall cease upon this initial appointment.

Prior to the expiration of the term of the initial Board, the subsequent Board will be elected by an election of the Foundation’s full members not less than three months prior to the expiration of the term. This election shall be conducted by approval vote: all candidates for the Board will be listed on the ballot, and a voter may select some, all, or none of the candidates that they approve of. The candidate with the highest sum of votes will be selected for the first seat of the Board, the candidate with the second most sum of votes the second seat of the Board, and so forth until all seats are filled. This process shall be used for all future Board elections.

If for any reason a seat of the Board is left vacant prior to an election, the Board may appoint by majority vote of the Board any Foundation member in good standing to fill the seat for the remainder of the term. 

Subsection 3: Resignation, Term, Direction, Executive Director

As the term of a member of the Foundation’s Board expires or such person resigns, or for any other reason is removed from the Foundation’s Board, such person shall be deemed to have resigned from the Board. 

The term of a member of the Foundation’s Board shall be set at two (2) calendar years.

The Board is responsible for overall policy and direction of the Foundation, and delegates responsibility of day-to day operations to the Officers, staff, and committees of the Foundation. 

For the avoidance of doubt, the Executive Director shall have the right to attend, speak at, and advise, without voting rights, at any Board or committee meeting thereof. 

Subsection 4: Removal for Misconduct or Dereliction of Duty

The Board may remove a member of the Board for gross misconduct by two-thirds majority vote if it has been given a notice of finding of gross misconduct by the Disciplinary Committee.

The Board may remove a member of the Board for dereliction of duty if the Board member has missed three consecutive meetings of the Board or a Committee that they chair, without excusal. 

SECTION 2: BOARD MEETINGS

The Board shall meet at least once per calendar month and at such other times as may be fixed as a regularly scheduled meeting during a year, as established by the Board not less than three months in advance.

Additional meetings of the Board may be called at the discretion of either the Board or the President. However, if two (2) or more Board members submit a statement requesting such a meeting, and stating the purpose or purposes of such a meeting, then the President shall promptly call such a meeting. The only business that may be transacted at such a requested meeting shall be that stated in the request and noted in the call of such meeting. 

Written notice of any Board meeting shall include a proposed agenda and be delivered to each member of the Board at least seven (7) days in advance. Notice may be delivered by mail, by email, by posting on the Foundation’s website with email notice, or by other electronic means. 

A Board meeting may take place in more than one location or by wholly electronic means. At least once a year, the entire Board shall endeavor to meet in person at a location designated by the President. 

A quorum shall consist of a majority of all Directors currently on the Board, at least one of whom shall be an Officer.  

The President or, in the President’s absence, another Officer designated by the President, shall chair the Board meetings. If no Officer was designated by the President, the Directors present at the meeting shall choose an Officer to chair the meeting. 

All decisions of the Board shall be made by majority vote of those present, unless otherwise enumerated in these Bylaws. Board members who are not present at a meeting (in person or electronically) may designate in writing a proxy to vote on their behalf. The proxy shall be another board member, officer, or member of a committee in good standing with the Foundation.

A Director may participate in a Board meeting through use of electronic means such as conference telephone or video, so long as those participating in the meeting can communicate effectively and substantially concurrently with others in the meeting. 

Any action required or permitted to be taken at a Board meeting (including amendment of these Bylaws) may be taken without a meeting if all Directors unanimously consent in writing to taking the action without a meeting and if all Directors unanimously consent to approving the specific action. “In writing” shall include communications via email or other electronic means, so long as those communications are preserved with the corporate minutes. Such consents shall have the same force and effect as a unanimous vote of the Board 

All Board meetings shall be open to all full Foundation members. The Chair may set parameters for the participation of members who are not Directors of the Foundation. Only Directors may vote in Board meetings. Members who are not Directors may be excluded from Board meetings upon discussion of (a) personnel matters, (b) confidential litigation matters, or (c) any other matter if two-thirds or more of Directors present vote to exclude members who are not Directors from the discussion of the matter. The Board shall limit such confidential portions of its meetings, sometimes referred to as “executive sessions,” to the specific business which requires such confidential treatment, and otherwise to the maximum extent feasible conduct all proceedings of the Board on an open basis. 

All Board meetings shall be run in general accordance with the customary parliamentary procedures of the Board, subject to any modification approved by the Board in its sole discretion. At the time of enactment of these Bylaws, the Board shall follow the Simplified Robert’s Rules of Order, but this may be modified at any time by simple majority vote of the Board.

A Director who will miss a Board meeting shall notify the President of the reasons for the absence. The President will determine whether the absence shall be considered excused or non excused, in accordance with any standing policy of the Board on its excusal criteria, and have the Secretary make a record of this in the minutes of the meeting. If a Director has unexcused absences from two out of any four consecutive Board meetings, the Director’s position on the Board will be terminated upon notification by the President. A Director who is terminated for unexcused absences may petition and show good cause to be reinstated as a Director. The petition should be submitted to the chair of the Governance Committee, and the petition will be presented to the Board and may be granted by majority vote of the Board.

The Directors and Officers of the Foundation shall not be personally liable for any debt, liability or obligation of the Foundation. 

SECTION 3: OFFICERS 

Subsection 1: Selection And Term

The Directors shall elect the officers of the Foundation, all of whom shall be current Board members, with the exception of the Executive Director, who is an officer ex-officio and exclusively subject to the terms of their employment contract for the purposes of this Section. The officers of the Foundation shall consist of a President, a Secretary, and a Treasurer. 

The Board may also elect such other officers, including, but not limited to, one or more additional Vice-Presidents or Assistant Treasurers, as the Board may determine from time to time. Additional officers shall be utilized only in assistive roles to enumerated officers, and may or may not be Board members, as determined by the Board. 

No person shall hold more than one office at a time except as otherwise expressly permitted under these bylaws. The Executive Director may, with the consent of the Board, serve in one additional office in addition to their office as Executive Director. 

The length of an Officer’s term will expire at the end of their term as Director, and shall require a new vote to continue their role as Officer upon the sitting of the new Board.

The Board shall employ an Executive Director for such period of time and subject to such other terms and conditions as may be determined by the Board in its sole discretion during the course of determining its employment contract with the Executive Director. 

The Executive Director may serve on the Board by appointment or general election, but their service from the Board shall be considered separate from their service as Executive Director, and they shall recluse themself from any vote of the Board concerning the office of the Executive Director.

Subsection 2: Duties Of Officers

President: The President shall lead and oversee the Board’s operation and activities. The President shall preside at all meetings of the Board; sign such papers as may be required by his/her office or as may be directed by the Board, and make reports and recommendations to the Board at any regular or special meeting concerning the work and affairs of the Foundation. The President may request from the Executive Director, Treasurer, and Secretary such reports as in their judgment are necessary; request from other Directors and Committee members such reports as in their judgment are necessary; and perform such other duties as may be incidental to the office. The President shall appoint members of all committees of the Board, subject to the approval of the Board with respect to each such appointment. The President also shall be a non-voting ex-officio member of all such committees 

Secretary: The Secretary shall keep, or cause to be kept, a record of the proceedings at all meetings of the Board; issue notices of all meetings; keep a roll of the attendance of the Directors at all meetings of the Board; be custodian of the corporate records; keep a register of the post office address of each Director which shall be furnished to the Secretary by such Director; and in general perform all of the duties incident to the office of Secretary and such other duties as from time to time may be assigned to the Secretary by the President. Upon the expiration of his or her term of office, the Secretary shall deliver all papers, records, and other property of the Foundation in the Secretary’s possession to his or her successor. 

Treasurer: The Treasurer shall chair the Finance Committee. The Treasurer shall have charge and custody of and be responsible for all funds and securities of the Foundation; safely keep, or cause to be kept, all monies of the Foundation; receive and give, or case to be received and given, all receipts for monies due and payable to the Foundation from any source whatsoever, and deposit all such monies in the name of the Foundation in such banks, trust companies, or other depositories as shall be selected in accordance with the provisions of these Bylaws; and in general perform all of the duties incident to the office of Treasurer and such other duties as from time to time may be assigned to the Treasurer by the Board or the President. At the first meeting of the Board of each fiscal year, the Treasurer shall submit a comprehensive financial statement of the Foundation for the fiscal year last past. The Treasurer shall also report on the financial condition of the Foundation at each Regular Meeting of the Board, and shall make a similar report at any special meeting of the Board when so directed by the Director or Directors authorized to call such special meeting. Upon the expiration of his or her term of office, the Treasurer shall deliver all papers, books, monies, records, securities and other property of the Foundation in the Treasurer’s possession to his or her successor. 

Executive Director: The Executive Director shall be responsible for implementation of the Board’s policies and procedures and the general administration and operation of the Foundation. The Executive Director shall be responsible for the management of the day-to-days affairs of the Foundation and shall be authorized to sign leases, transfers, contracts, bonds, notes, drafts, and all forms of payment as are approved by the Board, and to employ such other staff and contractors as are reasonably necessary. The Executive Director may write and enact policies as pertinent to the day-to-day operations of the Foundation, but such policies shall be superseded by policies enacted by the Board or its qualified Officers.

Subsection 3: Removal 

Any Officer may be removed by a majority vote of the Directors, with or without cause. Such Officer shall only be removed at any regular meeting or any special meeting of the Board called in accordance with these Bylaws. Removal of an Officer who is also a Director does not constitute such individual’s removal as a Director. 

Any Officer may resign at any time by giving written notice to the Board, the President, or the Secretary. Any such resignation shall take effect at the time specified therein; and, unless otherwise specified therein, the acceptance of a resignation shall not be necessary to make it effective. 

Subsection 4: Vacancies

In the event of a vacancy in any office, any vacant office will be filled by members of the Board and elected by the Board, subject to the term limit provisions of these Bylaws for officers.

ARTICLE IV: COMMITTEES 

SECTION 1: COMMITTEES

Subsection 1: Appointments

The President, in consultation with the Executive Director, shall appoint the chairs and members of the committees, subject to the approval of the Board of Directors with respect to each individual appointment. A committee may have one chair or multiple co-chairs. Such an appointment may be for a specific tenure or an indefinite period of time. 

Subsection 2: Composition of Committees

Directors may be appointed to serve on committees, and the chair of a committee must be a Director. Members of the Foundation who are not Directors also may be appointed to serve on committees. The chair of a committee, or co-chairs acting as a group, shall appoint a secretary of the committee to record the minutes and actions of the committee, and said secretary shall promptly deliver the minutes to the Secretary of the Board following the conclusion of a meeting of the committee.

Subsection 3: Term  

There shall be no term limits on the existence of any committee or appointment thereto except as otherwise provided in these Bylaws or by resolution of the Board. 

Subsection 4: Committee Meetings

Committee members may participate in committee meetings through use of electronic means such as conference telephone or video, so long as those participating in the meeting can communicate effectively and substantially concurrently with others in the meeting. 

Any action required or permitted to be taken at a meeting of any committee may be taken without a meeting if all the members of the committee unanimously consent in writing to taking the action without a meeting and all the members of the committee unanimously consent in writing to approving the specific action. Such consents shall have the same force and effect as a unanimous vote of the committee. Each committee will prepare and maintain notes of its meetings and actions and make them available to the Board. 

Subsection 5: Staff and President

The Executive Director, and/or staff as appointed by the Executive Director, shall be non-voting participants on all committees, except where a committee is conducting a particular item of business for which it would not be appropriate for the Executive Director or other staff to be present and participating, as determined by either standing policy of the Board or 3/4ths vote of the Committee in question. The President is a non-voting, ex-officio member of all committees. 

Subsection 6: Removal

The Chair of any Committee may be removed in the sole discretion of the President, after the President consults with the Executive Director and each current member of the Board of Directors receives at least ten days’ prior written notice before any such removal is effected. If a member of the Board notifies the President in writing that they object to this removal, the President will be restrained from finalizing the removal until the next Board meeting to resolve the matter.

A member of any Committee may be removed by the Chair of that Committee after consulting with and receiving the approval of the President and Executive Director. 

Subsection 7: Actionability

Committees shall have a minimum of three (3) members appointed to the committee prior to transacting the business of a committee. A committee may not make binding decisions without at least three members appointed to it at any given time. A majority of committee members shall be required to be present to constitute a quorum. 

SECTION 2: STANDING COMMITTEES

Subsection 1: Governance Committee

This Committee’s responsibilities will include recommending any action related to appropriate matters that arise relating to best practices pertinent to corporate governance of non-profit corporations. 

Subsection 2: Finance Committee

The Treasurer will be the chair of the Finance committee. The Committee will regularly review the Foundation’s financial status and records. 

Subsection 3: Advocacy Committee

This committee will oversee and support the Foundation’s public advocacy and litigation activities and its operation will be in accordance with the Advocacy Committee policies that have been adopted by the Foundation’s Board. 

Subsection 4: Development Committee

This committee will oversee the Foundation’s fundraising efforts and corporate infrastructure, such as its business software. 

Subsection 5: Personnel Committee 

This committee will oversee issues relating to the Executive Director and other Staff members, including the creation, revision, and application of the Employee Handbook. 

Subsection 5: Affiliate Committee

This committee will oversee the various Affiliates of the Foundation.

Subsection 6: Membership Committee

This committee will oversee the affairs of the membership, set additional rules and standards for membership conduct, and approve the ascension of provisional members to full members.

Subsection 7: Disciplinary Committee

This committee will oversee and adjudicate on matters of member sanction. It will also oversee and adjudicate on matters of sanction against Board members or members of any committees, and provide its recommendation to the appropriate disciplinary authority. Its membership will, at minimum, always consist of the current members of the Membership Committee.

SECTION 3: AD HOC COMMITTEES

The Board may establish other special committees from time to time, and at the time of each committee’s creation, the Board shall specify the purpose of such committee and its duration. However, the Board shall not specify a duration of more than two years for any such committee, except that on or prior to the expiration of the term of a committee, the Board may renew it for an additional two year term any number of times, as determined to be appropriate in the Board’s sole discretion. The President will appoint the members of any special committee, subject to the approval of each appointment by the Board.

ARTICLE V: GENERAL PROVISION 

SECTION 1: CONTRACTS, ETC., HOW EXECUTED

Except as otherwise provided or restricted in these Bylaws, the Board may authorize any officer or officers, agent or agents to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Foundation, and such authority may be general or confined to specific instances; and, unless so authorized, no officer, agent, or employee shall have any power or authority to bind the Foundation by any contract or engagement or to pledge its credit or to render it liable for any purpose or in any pecuniary amount. 

SECTION 2: LOANS

No loans or other debts shall be contracted on behalf of the Foundation and no negotiable paper or evidence of indebtedness shall be issued in its name, unless and except as authorized by the Board. 

ARTICLE VI: INDEMNIFICATION 

SECTION 1: INDEMNIFICATION

 The Foundation shall indemnify its Directors, Officers, employees, and volunteers to the fullest extent permitted by the law of the State of Kansas, except in any case in which in the reasonable judgment of the Board the conduct arises out of, is based upon, or attributable to or as a consequence of the committing of a deliberately fraudulent or deliberately criminal act or omission, or a willful violation of law, or is for the gaining of any financial profit, remuneration or financial advantage by the insured to which they were not legally entitled. However, in no event shall the Foundation indemnify any person from or on account of such person’s conduct which was finally adjudged to have been knowingly fraudulent, deliberately dishonest, or constitutes willful misconduct. 

SECTION 2: INSURANCE 

The Foundation shall purchase and maintain insurance on behalf of any individual who is or was a Director or an Officer of the Foundation, or who, while a Director or an Officer of the Foundation, is or was serving at the request of the Foundation as a director or officer of another foreign or domestic non-profit business. 

ARTICLE VII: CONFLICT OF INTEREST 

The Foundation will adopt a Conflict of Interest Policy, as reflected in the Foundation Policy Manual, which shall be considered to be a policy adopted by the Board. 

ARTICLE VIII: FISCAL YEAR 

The Fiscal Year of the Foundation shall be the year January 1st through December 31st. 

ARTICLE IX: DISSOLUTION 

In the event of the dissolution of this Foundation, or if for any reason the purposes of this Foundation should become impossible of performance, all assets remaining after all liabilities and obligations of the Foundation have been paid, satisfied, and discharged, or adequate provision made therefore, shall be distributed to one or more organizations organized and operated for similar exempt purposes, or for other purposes within the purview of Section 501(c)(3) of the United States Internal Revenue Code, as amended, and which have received exemption for Federal income tax under said Section 501(c)(3) or its successor Section, or a corresponding provision of a prior law, or to the Federal, State, or local government, for a public purpose. 

Any such assets not so disposed of shall be disposed of by the Circuit Court of the county in which the principal office of the Foundation is then located, exclusively for such purposes or to such organization or organizations, as said Court shall determine, which are organized and operated exclusively for such purposes. 

ARTICLE X: AMENDMENTS 

SECTION 1: BYLAWS

These Bylaws may be amended at any time by a two-thirds vote of the Directors present at a meeting of the Board, provided that the Board was given notice of the meeting of the Board and a copy of the proposed amendment at least thirty (30) days prior to the meeting; and provided further that such two-thirds majority of those present constitute at least a majority of the Directors then in office. 

SECTION 2: EFFECTIVE DATE OF AMENDMENT

Amendments of the Bylaws shall become effective upon adoption or at such time as prescribed in the resolution adopting the Amendment. 

ARTICLE XI: FOUNDATION POLICY MANUAL 

The Board shall adopt a Policy Manual, and policies provided therein may be adopted, amended, and revoked at any time by a majority vote of the Directors present at a meeting of the Board; provided, however, the Board may specifically require a two-thirds majority vote of the Board to amend or revoke a particular policy adopted by the Board.