Sunday October 22, 2017

By-Laws

BYLAWS OF

Delta Education and Leadership

Training Academy

 

Index

 

 

Article Page

 

I Name, Location and Change of Address………………………………………………………. 3

 

II Objectives and Purposes……………………………………………………………………………… 3

 

III Board of Directors……………………………………………………………………………………… 4

 

IV Advisory Board and Supporting Partners………………………………………………………. 7

 

V Officers…………………………………………………………………………………………………….. 8

 

VI Financial Matters……………………………………………………………………………………….. 11

 

VII Committees……………………………………………………………………………………………….. 11

 

VIII Indemnity………………………………………………………………………………………………….. 12

 

IX Nondiscrimination………………………………………………………………………………………. 12

 

X Prohibited Activities……………………………………………………………………………………. 12

 

XI Amendments……………………………………………………………………………………………… 12

 

XII Dissolution Clause……………………………………………………………………………………… 12

 

Certificate of Secretary……………………………………………………………………………… 12

 

ARTICLE I

 

NAME AND LOCATION

 

Section 1. Name.The name of this Corporation shall be:

 

Delta Education and Leadership Training Academy (D.E.L.T.A.)

 

Section 2. Location and Change of Address.The location of the initial principal officeof this Corporation in the State of Nevada shall be 3315 E. Russell Road, Suite A4-270, Las Vegas, Nevada 89120-3477. This Corporation may change the location of the principal office and may have other offices either in or out of the State of Nevada, as the Board of Directors may, from time to time, designate. Such changes of address shall not be deemed an amendment of these Bylaws.

 

ARTICLE II

 

OBJECTIVES AND PURPOSES

 

Section 1. Public Benefit Corporation.This Corporation shall operate as a publicbenefit corporation under the laws of the State of Nevada.

 

Section 2. Purposes.The purposes for which the corporation is formed are educational,religious, or charitable purposes within the meaning of Section 501(c) (3) of the Internal Revenue Code of 1986, and in this connection:

 

a) This Corporation is a nonprofit PUBLIC BENEFIT CORPORATION and is not organized for the private gain of any person. It is organized under the Nonprofit Public Benefit Corporation Law for public and charitable purposes.

 

b) The purpose of the Delta Education and Leadership Training Academy is to establish a venue for providing scholarships, educational and leadership training and opportunities, and to pursue related educational and training endeavors benefiting underprivileged youth in the Las Vegas community and to support the public-service educational programs of the Las Vegas Alumnae Chapter of Delta Sigma Theta Sorority, Inc. and other community service organizations.

 

c) To possess and exercise all the powers and privileges granted to nonprofit corporations by the Nevada Nonprofit Corporation statutes, or any act amendatory thereto, or by any other law of the State of Nevada or by the Charter of Incorporation, together with any powers incidental thereto, either as principal or agent and either alone or in connection with other corporations, organizations or individuals, to the extent that such powers and privileges are necessary, convenient, proper for, or incidental to, the accomplishment of any of the purposes of the corporation, or directly or indirectly to promote the interests of the corporation or to enhance the values of its properties.

 

d) To do any other act or thing incidental to or connected with the foregoing purposes or in advancement thereof.

 

ARTICLE III

 

BOARD OF DIRECTORS

 

Section 1. Board of Directors.The management of the property and affairs of theCorporation shall be vested in its Board of Directors.

 

Section 2. Purpose of the Board.The purpose of the Board of Directors is to analyzethe purposes of the Corporation, establish goals and strategies to accomplish those purposes, and implement those strategies.

 

Section 3. Number, Qualification, and Term.

 

a) Membership.The Board shall be composed of not less than four (4) persons, theexact number of which shall be fixed by action of the Directors from time to time. The maximum number of Directors serving current terms shall be twelve (12).

 

b) Qualification.

 

i. Directors shall be age 18 or older, and must be residents of Nevada. Members of the Board of Advisors shall be age 18 or older and need not be residents of Nevada.

 

ii. No person shall be qualified to be a member of the Board of Directors of this Corporation who cannot consistently contribute his or her time and talent toward the realization of the purposes and objectives of this Corporation.

 

iii. Board members shall be upstanding members of their communities, and shall uphold civic and legal customs through ethical conduct.

 

c) Board Composition.The voting Board of Directors shall consist of a Chairpersonand all Directors of the Board. The Board of Directors may designate from time to time additional organizations, which will have one or more representatives on the voting Board. In addition, any organization previously having representatives on the Board may at any time choose to cease representation on the Board by so notifying the Board in writing.

 

d) Term.A term is defined as two years. The Directors and Chairperson shall serveone term, but are eligible for re-election for up to two consecutive terms or until their successors are duly elected or until resignation or removal as provided in paragraphs (e) and (f) below. The Advisory Board shall be elected by the Board and hold office for one year term, and thereafter until their successors are duly elected and qualified, or until resignation or removal as provided in paragraphs (e) and (f) below. The elected president of Delta Sigma Theta Sorority, Inc. Las Vegas Alumnae Chapter (DST-LVAC) shall serve on the board during the term of her office and she may remain on the board for one term thereafter.

 

e) Resignation.Directors may resign at any time on written notice to the Chairpersonof the Board or Secretary.

 

f) Removal. Any director may be removed with or without cause at any time by thevote of the majority of the then serving Directors.

 

Section 4. Election.

 

a) Annual Election. The Board of Directors shall elect the Directors in the month ofSeptember of each year in the following order:

 

Odd Numbered Years Even Numbered Years

 

Chair of the Board Vice Chair of the Board

 

Secretary Treasurer

 

Financial Secretary Assistant Financial Secretary

 

3 Board of Directors 3 Board of Directors

 

b) Vacancies. The Board of Directors may declare vacant the office of a director whohas been declared of unsound mind by a final order of court, or convicted of a felony, or been found by a final order or judgment of any court to have breached any duty under the law. Any vacancy on the Board of Directors due to the death, resignation, or removal of a Director may be filled by the majority vote of the remaining members of the Board of Directors at any regular or special meeting of the Board. Any successors elected shall serve for the time period up until the Annual Election, including successors of Founding Partners.

 

Section 5. Meetings of the Board of Directors.

 

a) Regular Meetings. Regular meetings of the Board of Directors shall be held duringthe months of: February, March, April, May, June, September, October, November and December. The board will not meet during the months of July, August and January.

 

b) Special Meetings. Special meeting of the Board of Directors may be called by theChairperson of this Corporation. The Chairperson shall cause notice of the time, place, and purpose of all special meetings to be given to all members of the Board of Directors at least three (3) days prior to the date of the proposed meeting.

 

c) Notice. The Secretary shall cause notice of the time and place of each annual meetingor special meeting to be given to each Director by direct, email or facsimile communication, and post the regular meeting dates, times and location on DeltaEd’s website. Location, dates and times will be emailed to all board members in the annual calendar of events and posted on DeltaEd’s website. A reminder will be emailed to each board member seven (7) days prior to the meeting.

 

d) Robert’s Rules. Robert’s Rules of Order shall govern the proceedings at all meetingsof the Board of Directors of the Corporation, except where some are in conflict with the Charter or Bylaws of this Corporation.

 

e) Conduct of Meetings. All meetings of the Board of Directors or of any Committee ofthe Board shall be conducted in a courteous, respectful, and professional manner. Board Members should freely express questions, uncertainties, doubts, frustrations, differences of opinions, or concerns, with a view towards creating and maintaining an honest and transparent communication and relationship among the members. Agreement and like-mindedness is desired, and can be truly achieved only through open and honest communication.

 

Section 6. Voting.

 

a) One Vote. Each Director shall be entitled to one vote on a matter requiring Boardapproval at all meetings of the Board of Directors. Advisory Board Members are not entitled to vote.

 

b) Proxy Voting.At meetings of the Board of Directors, Directors may vote on anymatter by proxy, duly given in writing and filed with the Secretary of the Corporation prior to the commencement of the meeting.

 

c) Vote Required to Adopt. A simple majority of Directors present shall be sufficientto pass any motion at any meeting of the Board of Directors.

 

d) Quorum. A quorum at any meeting of the Directors shall consist of Directors holdingnot less than one third (1/3) of the voting membership of the full Board of Directors. For this purpose, any vacancy in a Director position shall be counted as an absent member of the Board.

 

e) Manner of Voting. All voting at meetings of the Board of Directors shall be by voiceor a show of hands, except where otherwise specified, or where a written ballot is requested by a majority of those Directors present and entitled to vote at such meeting.

 

Section 7. Telephone Meetings. Participation by members of the Board or anycommittee designated by the Board in any meeting of the Board or committee shall be permitted by means of conference telephone or similar communications equipment bymeans of which all persons participating in the meeting can hear each other. Participation in such a meeting pursuant to this Section shall constitute presence in person at such meeting. The directors shall be promptly furnished a copy of the minutes of the meeting held under this Section.

 

Section 8. Power and Duties.The Board of Directors shall have the following powersand duties in addition to those given by the Charter of this Corporation and/or applicable law:

 

a) Policy. It shall have control of and be responsible for the property and affairs of theCorporation and determine matters of policy pertaining thereto.

 

b) Budget. It shall provide for a budget for this Corporation and supervise theexpenditure of its funds. The proposed budget, including a full financial report, shall be presented to the Board of Directors at the annual meeting each year. The budget shall be subject to revision at that time. The budget, as presented or revised, shall be ratified by a two-thirds (2/3) affirmative vote of the Board of Directors present.

 

c) Annual Statement. It shall cause to be prepared each year a statement of the affairsof this Corporation for the preceding year.

 

Section 10. Compensation.The Directors shall receive no compensation for theirservices as Directors, except that they shall be allowed and paid their actual and necessary expenses incurred on behalf of the corporation or in attending any Directors’ meetings upon presentment of adequate proof of such expenditure.

 

 

ARTICLE IV

 

ADVISORY BOARD

 

The Board of Directors shall have the power to appoint “Advisors” to serve on the DeltaEd Advisory Board. Advisory Board members are appointed to the board as

 

“Supporting Partners” as it may by resolution determine. Advisory Board members may attend the meetings of the Board of Directors and may make recommendations to the Board, but shall not have the authority to vote.

 

The Advisor Board membership consists of corporate and governmental representatives, educators, professionals and community advocates. The term of office is two years, but Advisory Board members may express interest for re-appointment to serve a second term. The Advisory Board members meet twice each fiscal year, during the month of June and December at an Executive Board meeting. The function of the Advisory Board is to act as an information resource for the Executive Board and Chairpersons of established committees with regard to data needed for on-going proposed programs, recommend new programs to be developed by DeltaEd, and provide advice, guidance, and resources when possible on a voluntary basis to DeltaEd in carrying out programs, events and activities.

 

ARTICLE V

 

OFFICERS

 

Section 1. Officers, terms, and election.

 

a) Officers.The Officers of this Corporation shall be a Chairperson of the Board, ViceChair of the Board, Secretary, Treasurer, Financial Secretary and Assistant Financial Secretary. The Board of Directors shall elect the Officers. The Chair of the Board may, however, appoint such subordinate or assistant Officers as they deem necessary for the conduct of the affairs of this Corporation. Except for the offices of Chairperson, Secretary and Treasurer, an elected officer may chair a committee while holding an office. Directors shall hold the offices of Chairperson, Secretary, and Treasurer.

 

b) Term.The Officers of this Corporation shall be elected for a term of two years, andmay serve two consecutive terms not withstanding more than four (4) years in the elected position unless completing the term of a previous officer who resigned, or left office for other reasons, and shall hold office until their successors are duly elected and installed. The officer may remain on the board to serve as a regular board member for another term.

 

c) Election.Following the annual election of Directors, each year, the Directors andDirectors-elect shall meet to elect the new Officers who will take office immediately. Directors leaving the Board shall have no vote.

 

Section 2. Duties of the Chairperson.The duties of the Chairperson of the Board ofthis Corporation shall be to:

 

a) Have general charge of the business and affairs of the Board of Directors.

 

b) Preside at all meetings of the Board of Directors.

 

c) Appoint committees and their chairpersons, or delegate this role to the Executive Director, if applicable.

 

d) Be the official spokesman of this Corporation on all matters of policy pertaining to the Corporation, or delegate this role to the Executive Director, if applicable.

 

e) The Chairperson of the Board must be a member of DST-LVAC.

 

Section 3. Duties of the Vice Chairperson. The duties of the Vice Chairperson of theBoard of this Corporation shall be to:

 

a) Serve in the absence of the Chairperson of the Board.

 

b) Assist the Chair in planning and implementing programs.

 

c) Serve as a liaison between the Executive Board and the Advisory Board.

 

d) The Vice Chairperson of the Corporation cannot be a member of DST- LVAC.

 

e) Perform other duties as designated by the chair

 

Section 4. Duties of the Secretary.The duties of the Secretary of this Corporation shall be to:

 

a) Keep the minutes of all meetings of the Board of Directors electronically on a designated flash drive.

 

b) See that all notices are duly given in accordance with these Bylaws and other applicable law.

 

c) Be custodian of all records of this Corporation except those required by Officers and committee chairpersons pursuant to their duties.

 

d) Perform such other duties usually incident to such office or as may be assigned by the Chairperson or Board of Directors.

 

Section 5. Duties of the Treasurer.The duties of the Treasurer of this Corporationshall be to:

 

a) Collect dues and all other funds owing to this Corporation and supervise the disbursement of funds of the Corporation.

 

b) Keep and present to the Board a monthly record of and account for all funds collected and disbursed, and prepare or cause to be prepared for presentation at the annual meeting of the membership held each year, a report of the financial condition of the Corporation.

 

c) Perform such other duties usually incident to such office or as may be assigned by the Chairperson or Board of Directors.

 

Section 6. Duties of the Financial Secretary. The duties of the Financial Secretary ofthis Corporation shall be:

 

a) Record all income received

 

b) Issue official receipts for income

 

c) Turn all monies over to the Treasurer within 24 hours of receipt.

 

d) Monitor expenditures of the Corporations budget

 

e) Serve as one of the authorizers for expenditures

 

f) Serve as a member of the Budget and Finance Committee

 

g) Prepare a written report for distribution to the executive board detailing applications of revenues and expenditures based upon operating accounts.

 

h) Assist the Treasurer in preparing records for presentation to the auditor for annual audit of DeltaEds finances.

 

i) Ensures that the internal controls are adhered to and that the financial policies are implemented.

 

j) Maintain DeltaEds official electronic ledger and receipt journal

 

k) Assist the Treasurer in preparing financial reports to the Board of Directors.

 

l) In the absence of the Chairperson, co-sign checks and financial instruments.

 

m) Perform such other duties usually incident to such office or as may be assigned by the Chairperson or Board of Directors.

 

Section 7. Duties of the Assistant Financial Secretary. The duties of the AssistantFinancial Secretary shall be:

 

a) To serve in the role of the Financial Secretary during his/her absence except signing checks.

 

b) Serve as the primary manager of ticket/items distribution and collections.

 

c) Issue official receipts for income.

 

d) Turn all monies over to the Treasurer within 24 hours of receipt.

 

e) Assist the Financial Secretary and Treasurer in preparing records for presentation.

 

f) Perform such other duties usually incident to such office or as may be assigned by the Chairperson or Board of Directors.

 

ARTICLE VI

 

FINANCIAL MATTERS

 

Section 1. Contracts.The Chair of the Board of Directors may authorize any Officer orOfficer’s agent or agents of the Corporation to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Corporation. No contracts may be entered into and/or instruments executed and delivered by anyone on behalf of DeltaEd without the written consent of the Chair of the Board of Directors. Authority given may be general in nature or confined to specific instances.

 

Section 2. Loans.No loan shall be contracted on behalf of the Corporation and noevidences of indebtedness shall be issued in its name.

 

Section 3. Checks, Drafts, Etc.All checks, drafts, or other orders for the payment ofmoney, notes or other evidence of indebtedness issued by or in the name of this Corporation shall be jointly signed by the Chairperson and the Treasurer or Financial Secretary.

 

Section 4. Deposits.All funds of the Corporation shall be deposited within business 48hours of receipt to the credit of the Corporation in such bank of record.

 

Section 6. Gifts. The Board of Directors may accept on behalf of the Corporation anycontribution, gift, bequest, or devise for the general purposes or for any special or educational proposes of D.E.L.T.A.

 

Section 7. Fiscal Year.The fiscal year of the Corporation shall commence on July1 andend on June 30.

 

Section 8. Bond.Any Officer or agent of the Corporation authorized to disbursecorporate funds may be required to give bond if required by the Board of Directors.

 

Section 9. Inspection of Records. The books of accounts and minutes of proceedings bythe Directors shall be open to inspection upon the written request of any Director at any reasonable time that is mutually agreed upon. Such inspection may be made in person or by an agent or attorney, and shall include the right to make extracts.

 

 

ARTICLE VII

 

COMMITTEES

 

Standing or special committees may be created or appointed by the Chairperson of the Board of Directors.

 

ARTICLE VIII

 

INDEMNITY

 

Each Officer, Director, or employee of the Corporation shall be indemnified by the Corporation against expenses reasonably incurred by him or her in connection with any action, suit or proceeding to which he or she may be made a party by reason of being, or having been, an Officer, Director, or employee of the Corporation, except in relation to matters as to which he or she shall be finally adjudged in such action, suit, or proceeding to have been derelict in the performance of his or her duty as an Officer, Director, or employee. “Derelict” shall mean grossly negligent, criminally negligent, intentionally engaging in tortious conduct with the intent to defraud, deceive, misrepresent, or take advantage improperly of a corporate opportunity. Insurance will be provided to protect the Board and the Corporation in all such matters.

 

ARTICLE IX

 

NONDISCRIMINATION

 

The Corporation shall not discriminate against any person on the basis of race, color, sex, national origin, religion, handicapping condition, age, or any other basis prohibited by law. This policy of nondiscrimination applies to the hiring of personnel, election of board members, provision of services to the public, contracting for and purchasing of services, and all other activities of the Corporation.

 

 

ARTICLE X

 

PROHIBITED ACTIVITIES

 

 

The Corporation shall comply with 5Ol(c)(3) prohibitions against substantial lobbying and involvement in political campaigns for public candidates. Notwithstanding any other provisions of these articles, the Corporation shall not carry on any other activities not permitted to be carried on by corporations exempt from federal income tax under Section 501(c)(3) of the Internal Revenue Code.

 

 

ARTICLE XI

 

AMENDMENTS

 

Section 1. Required Vote.These Bylaws may be amended by an affirmative vote of atleast two-thirds (2/3) of the Directors present at any meeting of the Board of Directors or at any special meeting called for this purpose. A written notice to the Board of Directors shall be provided at least ten (5) days prior to such meeting and shall contain the proposed amendment or amendments.

 

Section 2. Action to Amend.Initiation of action to amend these Bylaws may be by:

 

(a) Action of the Board of Directors; or

 

(a) Recommendation of an ad hoc committee appointed by the Chairperson.

 

ARTICLE XII

 

DISSOLUTION

 

Upon the dissolution of Delta Education and Leadership Training Academy, assets shall be distributed for one or more exempt purposes within the meaning of section 501(c)(3) of the Internal Revenue Code, or corresponding section of any future federal tax code, or shall be distributed to the federal government, or to a state or local government, for a public purpose.

 

 

CERTIFICATE OF SECRETARY

 

THIS IS TO CERTIFY that I am the duly elected, qualified and acting Secretary of Delta Education and Leadership Training Academy and that the above Bylaws were adopted as the Bylaws of the said Corporation on November 18, 2006 by a unanimous vote of the Board of Directors of said Corporation.

 

IN WITNESS WHEREOF, this Certificate is executed this 15th day of February, 2013.

 

 

 

 

 

_______________________________________

 

Secretary

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