Global Connections Organizational Bylaws
Bylaws are critical governing documents to any organization adding transparency to operation. Organizations have bylaws because they want to maintain consistency in the running of the business. They use bylaws to communicate organizational rules so internal disputes and conflict can be avoided.
- The executive committee
- Any special committee appointed for bylaw revision
- Any group of 5 or more current members.
- Global Connections Bylaws (Adopted August 2019; Last Amended November 2022)
Rationale for 2024 Changes
GC Adopts New Bylaws And Policies And Procedures
The Executive Committee (EC) recently reviewed Global Connections’ bylaws, standing rules, and operations manual. Besides the passage of time, this review was necessitated by our recent change in member dues, our move to a membership anniversary renewal cycle, and the succession and governance challenges we recently encountered during the absence of our former vice president/incumbent president.
When addressing these matters, the EC also discovered that we had some opportunities to:
- Eliminate redundancies within and across these documents;
- Simplify both language and structure;
- Fold the standing rules and operations manual into a single “policies/procedures” document;
- Create a policy structure that provides some extra flexibility;
- Ensure that our primary organizational documents better reflect our current situation;
- Give us a place to permanently record and embed standard documents and procedures, such as those for social media, press releases, Wild Apricot and other membership administration, newsletter and other templates, website management, etc., rather than use a separate location or directory; and
- Create complete transparency for our governance structure and documentation by putting our bylaws and policies on our website.
Our revision efforts appear in two documents – “Bylaws” and “Policies and Procedures” – which were adopted at our November 13, 2024 Annual Meeting and are now available on our website at Global Connections | Building Community Across Cultures.
The primary changes vis-à-vis the prior governance documents are:
- Recording the change in membership dues.
- Notation of renewal occurring on individual anniversary date rather than uniform annual date – we actually had three different dates across our various documents.
- Clarification of distinction between “delinquent,” “suspended,” and “deactivated” membership status.
- Elimination of term limits in favor of letting candidacy and election be open to all interested members and specifying that interim officers will serve until the next Annual Meeting, at which time they may seek election.
- Combining, simplifying, and eliminating duplications in officer and committee duty and election processes between the previous bylaws, operating policies, and standing rules
- Clarifying that certain committees are aspirational rather than required.
- Eliminating ex-officio non-voting members except for the immediate past president.
- Eliminating the requirement that the vice president manages a “program of work.”
- Stipulating that the website is the only official location for our governing documents.
- Eliminating the requirement for an audit, examination, or review every five years due to the general unavailability of interested vendors, the prohibitive cost, and relative immateriality of the level of operating funds (averaging $5,000-$7,000).
- Further clarifying how the continuing budget resolution works.
- Eliminating reference to an “Engagement and Innovation Committee.”
Note, too, that the website will become the one and only location for our important governing, managerial, administrative, and operational documents, as noted in the first section of the “Policies and Procedures”:
“Global Connections strives for full transparency. As such, all documents, with the exception of membership records, are treated as public and shall reside at, be accessible from, and be referenced in one and only one location on the Global Connections (GC) website (Global Connections | Building Community Across Cultures (gc-cc.org).
Records residing at any other location shall be deemed outside the purview and responsibility of Global Connections, shall have neither force nor effect, and shall be disposed of as directed by the Executive Committee.”
If you have questions, send an email to [email protected].
The Executive Committee truly thanks and acknowledges you for your attention and support.
Global Connections Bylaws
Note: These bylaws were first adopted by Global Connections in August 2019 and were 240 amended in April 2022. The present iteration of these bylaws supersedes and replaces all previous versions and are effective as of November 13, 2024.
Article I. Name
The name of this community organization will be Global Connections (GC). GC will be a not-for-profit organization established exclusively for educational and charitable purposes in accordance with Section 501(a) of the Internal Revenue Code (Code) as an organization described in section 501(c)(3) of the Code.
Article II. Mission and Purpose
The mission and purpose of Global Connections (GC) are to bring together people of diverse national origins, foster intercultural understanding, promote awareness of our roles as members in the wider global community, and create goodwill.
Article III. Membership, Dues, and Assessments
III. A: Any person interested in Global Connections who meets the governing criteria is eligible for membership. All members should represent and interact with the GC organization and community in an accepting and inclusive manner. Failure to do so may result in a revocation of rights, privileges, and/or membership.
III. B: Members are encouraged to attend meetings, serve on committees, as available and appropriate, and invite guests to organizational events.
III. C: Membership comprises three categories: individual, associate, and honorary:
1. Individual – Persons at least 18 years old. Individual members have full rights to vote on business, serve on committees, and hold office. Individual membership dues are $20.
2. Associate – Businesses and organizations. Associate members will be allowed one vote per membership on business matters but may not be elected to office or appointed to represent Global Connections. Associate Membership dues are $100.
3. Honorary – Persons and entities making significant contributions to advancing GC’s mission. 35 Nominations must be made by a current, paid GC member and approved by the GC Executive Committee. Honorary Members are so designated for life, do not pay dues, vote, or hold office but otherwise fully participate in Global Connections.
III. D. Dues are payable on the anniversary of the most recent active membership. If left unpaid for one 40 (1) calendar quarter, membership is delinquent. If left unpaid for two (2) consecutive calendar quarters, membership is suspended. If left unpaid for one (1) continuous calendar year, membership is deactivated.
Global Connections Bylaws 2 Adopted November 13, 2024
III. E: Members who have resigned or forfeited membership for non-payment of dues may be 45 reinstated by paying the current dues.
III. F: With a three-fourths majority, the Executive Committee may request additional funds or other resources from the membership.
Article IV. Officers
IV. A: Officers are the president, vice president, secretary, treasurer, public relations officer, and immediate past president.
IV. B: Individual members may run for office at the GC annual meeting but cannot hold multiple offices. Presidential candidates must have at least one year of membership.
IV. C: Incumbency begins with election at the annual meeting and ends with adjournment of the subsequent annual meeting according to the following terms of office:
1. President, vice president, and public relations officer – one year or until their successors are elected.
2. Secretary and treasurer – two years or until their successors are elected using staggered terms with only one elected per year.
IV. D: Officer duties are:
1. President – prepare and distribute the agenda for and preside at Executive Committee, regular, annual, and special meetings, appoint standing and special committee members and chairpersons, and otherwise execute membership mandates. The president can serve as or appoint a member to be an ex-officio member of all committees and may appoint, direct, or enlist the services of a parliamentarian. The president will also prepare an Annual Report of prior-year organization activities and accomplishments for distribution to the membership no later than March 1 of each operating year, with appropriate input from officers and committee chairs.
2. Vice president – oversee the organizational program of activities and assume presidential duties in the event of the president’s absence or unavailability.
3. Secretary – record, transmit, and maintain minutes of all Executive Committee and organization-wide meetings, correspondence, and other materials, regardless of medium or form, provide advice and support to the Executive Committee, and be knowledgeable of organizational records and materials.
4. Treasurer – as authorized by the Executive Committee, manage fiscal functions, provide signatory authority for financial transactions, receive, reconcile, post, report, and maintain organizational revenues, expenditures, and financial records, and safeguards organization assets via inventory or possession. The treasurer will, at minimum, prepare an Annual Financial Report summarizing prior-year fiscal activities, status, and changes for distribution to the membership no later March 1 of each fiscal year, the period for which is January 1 to December 31.
5. Public relations officer – market, advertise, promote, develop, and populate communications channels and platforms regarding organizational programs, events, activities, and opportunities in all appropriate media and manage and administer related media, messages, and materials.
6. Immediate past president – advise the president and Executive Committee and chair the nominations committee.
IV. F: The components of officer nomination and election are:
1. Nominating committee – comprises current member(s) appointed by the president and chaired by the immediate past president. At least 15 (fifteen) days before the annual meeting, the nominating committee will develop and report a ballot of at least one (1) candidate per office to be filled.
2. Nomination – No member may be nominated for office without communication of consent to the immediate past president.
3. Elections – Elections for each office will occur via majority ballot vote at the annual meeting. Election for offices having only one candidate may be by voice vote.
IV. G: The Executive Committee will appoint interim officers by majority vote. Interim officers will serve until the next annual meeting, at which time they may seek election.
IV. H: Any officer may be removed by a two-thirds (2/3) vote occurring at the next regular meeting following Executive Committee adoption of the motion for removal.
Article V. Meetings
V. A: The president will determine the time, date, and location of all Executive Committee, regular, special, business, and election meetings, with appropriate consideration of the schedules of the various affected parties.
V. B: The annual meeting will occur each November and involve electing officers, receiving officers’ and committees’ reports, and other business, as may arise.
V. C: The president may call special meetings if members receive notice at least 15 (fifteen) days before the meeting date via the organization’s newsletter, e-mail, or the GC website and if such notice specifies the meeting’s purpose.
V. D: The quorum for regular, annual, and special meetings is ten (10).
V. E: Executive, standing, and special committee meetings may be convened electronically if all committee members can hear and participate with each other.
V. F: Any executive, standing, or special committee may act without meeting if the action taken has the unanimous consent of all committee members. Such consent must be communicated to and accepted by each committee member in writing.
V. G: Elections and bylaw amendment may occur by mail, in-person voting, or electronic voting, as determined by the Executive Committee.
Article VI. Executive Committee
VI. A: The Executive Committee comprises:
1. Elected Officers – president, vice president, secretary, treasurer, and public relations officer.
2. Appointees – committee chairs appointed by the president, such as those from the Cultural Events, Digital Education, Engagement and Innovation, Finance, Fundraising/Development, Membership, Public Relations, and Literacy Groups committees.
3. Ex-officio voting members – immediate past president and Penn State Global Programs representative
VI. B: The Executive Committee manages, administers, and conducts the business of the organization in all respects and for all purposes except as retained by the membership, as provided by these bylaws.
VI. C: The Executive Committee will meet when circumstances warrant, generally monthly. The president may call special meetings with three (3) days’ notice provided electronically or via telephone. Business may be conducted electronically as long as all participants can hear each other simultaneously.
VI. D: A quorum arises when either (1) a majority of voting members or (2) all elected officers are present.
Article VII Committees
VII. A: Any member may volunteer for committee service through the end of the current operating year without limitation on the number of years served. Committees may convene at their discretion.
VII. B: Members and chairs of standing committees and special committees serve at the discretion and during the term of the current president. A committee member may be removed for failure to appropriately represent the organization, adequately advance the purpose of the committee, appear at required meetings and functions, or timely respond to communications. Three (3) unexcused absences from committee meetings in a single year result in automatic removal.
VII. C: Committees incur expenses only as authorized by the Executive Committee either through the budget process, special appropriation, or appeal.
Article VIII. Indemnification
VIII. Section A. Description of Indemnification. Any officer, employee, or agent of the organization who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit, or proceedings, will be indemnified for reasonable expenses and liabilities actually and reasonably incurred in connection with serving at the request of the organization to the extent permitted by law.
VIII. Section B. Description of Coverage. Each person who at any time will serve, or will have served, as an officer, employee, or agent of the organization and such other persons as specified from time to time by the executive committee, will be entitled to indemnification as and to the fullest extent permitted by Pennsylvania State Statute or any successor statutory provision, as from time to time amended. The foregoing right of indemnification will be in addition to and not exclusive of any other rights to which those indemnified may be entitled.
VIII. Section C. Defense and Indemnification of Officers and Directors. In the event of suits or claims in which one or more current or past officers, or employees of the organization are named as a result of their status as such or decisions or actions taken in good faith and reasonably understood to be within the scope of their authority or employment during their term as such, the organization will, directly or through insurance secured for the benefit of such officer, directors, or employees, secure counsel to act on behalf of and provide a defense for such officers, or employees; pay reasonable defense expenses incurred in advance of final disposition of such case; and indemnify such officers, or employees with respect to any liability assessed or incurred as a result of any such claim, suit, or action. The above stated defense and indemnification of officers, or employees will extend to those individuals when serving at the request of the organization as an officer, or employee of another entity, but only after indemnification and insurance coverage from such other entity has been exhausted.
VIII. Section D. Protection and Indemnity of Officers. Each officer or employee holds office with protection from the organization. The organization indemnifies each officer, or employee against reasonable costs or charges that result from any act done in her/his role for the organization. The organization does not protect any officers or employees from acts of fraud, dishonesty, or bad faith. No officer or employee is liable for the acts of any other officer, or employee. No officer, or employee is responsible for any loss or damage due to the bankruptcy, insolvency, or wrongful act of any person, firm, or corporation dealing with the organization. No officer or employee is liable for any loss due to an oversight or error in judgment, or by an act in her/his role for the organization, unless the act is fraud, dishonesty, or bad faith. Officers and employees can rely on the accuracy of any statement or report prepared by the organization’s auditor or legal counsel. Officers and employees are not held liable for any loss or damage as a result of acting on the auditor or legal counsel’s statements or reports.
Article IX. Dissolution
Upon dissolution of the organization and discharge of all obligations, the Executive Committee will distribute any remaining assets in accordance with Pennsylvania Law.
Article X. Parliamentary Authority
The rules contained in the current edition of Robert’s Rules of Order Newly Revised will govern the organization in all cases to which they are applicable and in which they are consistent with these bylaws and any special rules of order the organization may adopt.
Article XI. Amendment
The bylaws may be amended by two-thirds vote of the members voting at any meeting with a quorum present (see Article V), provided at least thirty (30) days’ written notice of the proposed amendment by the secretary to the general membership and that the amendment is proposed by: (1) the Executive Committee, (2) any committee appointed to propose amendment(s), or (3) any group of five (5) or more current members.