OMAHA ATHEISTS BYLAWS
Omaha Atheists is a nonprofit educational organization dedicated to building a positive community for non-theists, fostering secular viewpoints, supporting charitable contributions to society, and protecting the separation of church and state.
ARTICLE 1: ORGANIZATION
1.1 Name - The name of this organization is Omaha Atheists.
1.2 Purpose - Omaha Atheists is organized as a nonprofit educational corporation to develop and support the atheist, rationalist, secular humanist, agnostic, skeptic and non-theist communities; to provide opportunities for socializing and friendship among these groups; to promote and defend their views; to protect the first amendment principle of state-church separation; to oppose any discrimination based upon religious conviction, particularly when it is directed at the nonreligious; to expose the dangers of super-naturalism and superstition; to promote science; and to work with other organizations in pursuit of common goals. This organization shall operate in an open, democratic manner, without discrimination as to gender, race, age, sexual orientation, religious affiliation, ethnic origin, nationality, or disability.
1.3 Nonprofit Status - Omaha Atheists shall operate exclusively as a nonprofit corporation pursuant to the “Nebraska Nonprofit Corporation Act” of the State of Nebraska and Section 501(c)(3) of the Internal Revenue Code of the United States of America.
1.4 Annual Accounting Period - The fiscal year begins on January 1 and ends on December 31.
1.5 Records - Records shall be kept of all the activities and transactions of Omaha Atheists. All documents will be kept at the office of the Corporation and shall include copies of the Articles of Incorporation, Certificate of Incorporation, these Bylaws, minutes of meetings of the Board of Directors (hereafter referred to as “the Board”), and a record of all financial transactions.
1.6 Finances - Finances - All unemployed funds of Omaha Atheists shall be deposited in bank accounts, trust companies, or other depositories as determined by the Board. Maintenance, deposit, and withdrawal from these accounts will be the responsibility of the Treasurer or an alternate agent as determined by the Board.:
1.6.1 Checking Account - The purpose of the checking account is to support the normal, day-to-day activities of Omaha Atheists. Normal inflows will include, but are not limited to, membership dues and anonymous donations made at meetings. The Treasurer or an alternate agent, as appointed by the Board, are authorized to pay routine expenditures out of this account.
ARTICLE 2: MEMBERS
2.1 Membership - Membership in Omaha Atheists is open to anyone who desires to support the need to educate the general public on the meaning and validity of atheism, who seeks to promote reason, science and critical thinking, or who supports the principles of church-state separation.
2.2 Application for Membership - Anyone seeking membership in the organization shall provide their name and address, phone number, or email address and pay their annual dues or provide other service as shall be determined by the Board. Omaha Atheists will keep accurate records of its membership. The membership roll of Omaha Atheists is strictly confidential, no member's identification is to be made public without the express permission of that member.
2.3 Termination of Membership - Anyone can resign their membership at any time for any reason. The Board may terminate an individual's membership by letter stating the reasons and giving at least thirty (30) days advance notice of the effective date of the termination. The member shall have a chance to be heard either orally or in writing before termination takes effect. Malicious or threatening behavior by any member will result in immediate termination of membership with no advanced notice as determined by the Board.
2.4 Membership Fees - Membership fees shall be reviewed at least once per year and may be changed subject to approval by vote of the Board.
ARTICLE 3: BOARD OF DIRECTORS
3.1 Composition of the Board - The Board shall number a minimum of three (3) up to seven (7) members nominated from, and elected by, the membership of Omaha Atheists. For an election to commence, a minimum number of members are required and a minimum number of votes tallied, otherwise board members will be appointed by the board if deemed necessary.
3.1.1 President – Serves as the chief executive officer of Omaha Atheists; presides over each meeting of the Board or designates another Board member to preside. Facilitates cooperation between board members and their committees to ensure goals and duties of all committees are completed efficiently and effectively. Acts as the public face of the group in the community and to news media outlets or designates another member to do so; Ensures that board members are fulfilling their appointed duties. If operating under emergency powers, the president can act as or appoint a substitute to perform necessary duties so long as those acts are in “good faith” in the best interests of the corporation. If the Presidency is vacant or absent during an emergency, then powers are transferred following the line of succession for the duration of their absence during emergency proceedings.
3.1.2 Secretary – Oversees membership records and member benefits. Maintains minutes of Board meetings and other records as instructed by the President. Ensures that all board and committee dates and times are made available to members.
3.1.3 Treasurer – Accounts for all funds of Omaha Atheists, as required by law and by orders of the Board. Deposits Omaha Atheists’ funds in a safe depository approved by the Board. Prepares financial and other reports required by governmental agencies.
3.1.4 Director of Community Service - Coordinates community service projects and charitable giving for members and non-members. Organizes and implements community service projects and philanthropic endeavors.
3.1.5 Director of Education - Coordinates education opportunities for members and non-members and develops educational outreach programs for the general public. Maintains a lending library to be made available to members in good standing.
3.1.6 Director of Marketing - Coordinates marketing, advertising and promotional activities via print and digital media outlets. Expands membership in the organization. Co-chairs the Fundraising Committee. Assists designated spokespersons with presenting cohesive messages about Omaha Atheists to the media, general public, or public officials on behalf of the organization.
3.1.7 Director of Activities - Organizes and promotes monthly gatherings and additional activities for all demographics. Coordinates activism and response to social and community issues. Confers with the Board prior to scheduling activism events.
3.2 Board Elections - Board elections will be held at one of the regular member meetings during the fourth quarter of every year; So long as the minimum membership number is met, and the minimum number of votes are tallied. The minimum number of members required for an election to take place are twenty (20) and the minimum number of votes tallied will be eleven (11) or 51% of the total members registered; whichever number is higher will be the minimum requirement. In the absence of these requirements, positions may be appointed by the nomination committee. Nominations are open to any Omaha Atheists member in good standing. Nominees will require approval by the nomination committee. Elections will be determined by ballot at the meeting, with provision made for absentee ballots for any Omaha Atheists member who cannot attend the meeting in person.
3.3 Board Term of Office - The term of directorship shall be for a two-year period with a portion of Board positions being elected on alternating years. The positions of President, Director of Activities (optional), and Director of Marketing (optional) shall be elected on even-numbered years. The positions of Secretary, Treasurer, Director of Community Service (optional) and Director of Education (optional) shall be elected on odd-numbered years. Directors may run for re-election. In the event of a resignation, the vacancy shall be filled by Board appointment. Any director may be removed for cause by the majority vote of the Board or the general membership so long as the minimum membership number requirement is met & the minimum number of votes are tallied.
3.4 Powers and Responsibilities of the Board - The Board is the primary policy and decision-making body of Omaha Atheists. The Directors are responsible for carrying out the goals and objectives of Omaha Atheists as set forth in these Bylaws and the Articles of Incorporation. The Board shall determine what program of activities will be undertaken by Omaha Atheists.
3.4.1 After the close of each fiscal year, the Board shall present a report covering the activities of the organization for the past year including the assets and liabilities, revenue or receipts, and expenditures of the organization.
3.4.2 The Board may take emergency action to respond to events in a way that supports our organizational purposes if there is insufficient time for the membership to be notified and vote at a member meeting. Emergency powers may include but are not limited to: substituting duties of vacant or absent board members and appointing or substituting board members in the absence of one. All corporate action shall be taken in ‘good faith’ during an emergency to further the cause of the organization.
3.4.3 The Board shall review and may approve applications for membership and may terminate membership for cause.
3.4.4 No person shall communicate with the media, general public, or public officials on behalf of Omaha Atheists who has not been authorized to do so by a majority of the Board. Therefore, the Board shall appoint one or more official spokespersons.
3.4.5 Any financial transaction over one hundred dollars ($100) shall be approved by the Board in writing or electronic correspondence. The voting members of the Board will be composed of individuals who do not have a conflict of interest concerning the transaction.
3.5 The Directors shall receive no compensation for acting as such and no Director shall directly or indirectly receive any profit from his/her position. Directors may receive reasonable compensation for expenses incurred by them in the normal course of their duties as approved by the Board.
ARTICLE 4: MEETINGS
4.1 Member Meetings - Member meetings shall be held quarterly unless determined otherwise by the Board. Meetings will occur at a place and time determined by the Board. Special meetings may be called by any two (2) of the Directors.
4.1.1 Notice of Meetings - Members shall be notified of all regular or special member meetings at least seven (7) days before the date of the meeting. Notification includes notification by mail, telephone, facsimile machine, website posting or e-mail. The notice of any meeting shall include the agenda and any matters to be voted on. Members may vote by absentee ballot.
4.2 Board Meetings - The Board shall hold regular quarterly meetings unless determined otherwise by the Board. Additional meetings may be held, as scheduled by request of any two (2) Directors. Such meetings may be held "in person"; by mail; by telephone or Internet conference call; or by e-mail.
4.3 Quorum - A quorum is required to conduct any appropriate business.
4.3.1 Quorum for Board of Directors - A majority of the total number of Directors constitutes a quorum.
4.3.2 Quorum for Member Meetings - A quorum shall consist of at least twenty (20) physically present voting members of the organization.
4.4 Meeting Agendas - Meeting agendas should be prepared by the Secretary and distributed electronically one week before each meeting. Any member in good standing may request an agenda item. Any member may ask that an item be added to the agenda or make a motion that an item be put to a vote. If there is insufficient time at a meeting for the new business to be transacted, then it will be placed on the agenda for the next regular meeting.
ARTICLE 5: CHANGES TO BYLAWS
5.1 Changes to Bylaws - Changes to the Bylaws should only be made to improve the operation of Omaha Atheists. Under no circumstances shall they alter the purpose of this organization as set forth in Article 1. The following procedure shall be used to make changes to the Bylaws:
5.1.1 Proposing Changes - Any proposed amendments, additions or deletions to the Bylaws shall be proposed at a regularly scheduled Board meeting, either by the Board or a member.
5.1.2 Publicizing Proposed Changes - The proposed changes shall be included in the meeting notice for the next regularly scheduled Board meeting and noted as an agenda item. The proposed changes may be debated and revised before being voted upon.
5.1.3 Voting on Proposed Changes - Changes to the Bylaws must be approved by voting majority of Board members.
5.2 Adoption - Changes to the Bylaws shall become effective immediately upon adoption, unless specified otherwise in the motion to adopt.
5.3 Technical Amendments - A “technical amendment” is a change in the Bylaws which affects only spelling, grammar, punctuation, parallel structure, consistent usage, or the numbering or titling of the various parts of the Bylaws or cross-references thereto.
5.3.1 Titles - The numbers and titles of the various parts of the Bylaws are for ease of reference only and have no substance or effect.
5.3.2 Secretary’s Power - The Secretary may initiate any technical amendment by presenting it in writing at any Board meeting.
5.3.3 Board Veto - The Board may, by majority vote, reject any technical amendment proposed by the Secretary. Any such proposal not rejected by the Board shall take effect at the end of the meeting at which it was presented.
ARTICLE 6: DISSOLUTION AND DISTRIBUTION OF ASSETS
6.1 Dissolution - Should the Omaha Atheists be dissolved, any assets of the organization will be used only to further the purpose of the organization. All outstanding debts, obligations and claims must be satisfied before assets are distributed. No assets shall be distributed to individuals.
Last updated February 3rd, 2019.