BY-LAWS OF BUILDABRIDGE INTERNATIONALä (as amended 04/18/09)
ARTICLE I – NAME & LOCATION OF CORPORATION Section 1. Name The name of this non-profit corporation is Buildabridge Internationalä. Throughout these Bylaws, this organization will be referred to as “BI” or “the corporation”. Section 2. Location The registered office and mailing address of BI shall be 205 West Tulpehocken Street, Philadelphia, PA 19144. The corporation may also have offices at such other locations as may be determined or appointed by the Board of Directors. ARTICLE II – MEMBERS The members of Buildabridge Internationalä shall be those individuals serving as members of its Board of Directors. Every meeting of the persons who are from time to time both the members and the directors of the corporation at which there is a quorum shall be deemed to be and shall be a meeting both of the corporation and of the Board and any action taken at such meeting shall be deemed to be and shall be the action of the members or the directors or both insofar as such action by either or both of such bodies is authorized by law. Action taken at such meetings, in the capacity of members or directors, shall be recorded in one set of minutes, which need not distinguish between the different capacities in which action is taken. Any notice or waiver of notice of a meeting of members or directors shall be deemed to be and shall be a notice of waiver respectively of a meeting in both capacities. Whenever the phrase "meeting of the Board" or the equivalent is used in these Bylaws, it shall be construed to mean a meeting in the double capacity of members and directors, unless the meaning is limited by the context to a meeting in one or the other single capacity. ARTICLE III – PURPOSE, GOALS & GUIDING PRINCIPLES Section 1. Purpose Buildabridge Internationalä exists to engage the transformative power of the arts to bring hope and healing to children, families, and communities in the tough places of the world. Accordingly, BI will endeavor to motivate, enlist, train, and connect those with artistic gifts with those in greatest need. As such, BI will provide direct arts-based service programming and networking, training, experiential education and service programs to multi-ethnic communities, congregations and artists around the world. Section 2. Goals Toward the purpose indicated in Article III, Section 1 above, BI has the following goals: 2.1 To train people of all ages in cross-cultural arts and faith pedagogy, replicating what they learn by using and creating the arts in the development of their communities and congregations. 2.2 To provide faith leaders with practical strategies, skills and best practices to reach out to people of different cultures with effective and appropriate methods of cross-cultural skills and multi-ethnic arts. 2.3 To serve as a network for ecumenically minded multi-ethnic artists and organizations by fostering cooperation between communities and congregations of varied cultural and ethnic backgrounds. 2.4 To encourage and educate people of faith and/or goodwill to become globally competent and to utilize their artistic gifts and abilities in music, dance, drama, visual arts, and other forms of creative expression across cultures. 2.5 To empower marginalized and monocultural young people and their families to experience, serve, and become a part of the global community through the development of their artistic gifts and talents through their involvement in world issues and communities.
Section 3. Guiding Principles Buildabridge Internationalä shall have Guiding Principles, which shall set forth core values of the organization and which shall be modified, if needed, and affirmed by the Board of Directors. ARTICLE IV – OFFICERS OF THE CORPORATION Section 1. Officers The executive officers of the corporation shall be chosen by the Board of Directors, and shall be a Chair of the Board, President and Chief Executive Officer, Executive Director and Chief Operating Officer, Secretary and Treasurer, each of whom shall be an ex officio voting member of the Board of Directors. The Board of Directors may elect or provide for the appointment of such other officers and assistant officers as the needs of the corporation may require. Any number of offices may be held by the same person with the exception that the President shall not hold the office of Secretary or Treasurer. Section 2. Tenure, Resignation, Removal Each officer of the corporation shall hold office until his/her successor is elected or appointed or until his or her displacement from office by resignation, removal or otherwise. Any officer may resign by written notice to the Board no less than six months before the resignation is to take effect. Any officer may be removed by the Board of Directors whenever in its judgment the best interests of the corporation will be served by such action. However, such removal shall be without prejudice to the contract rights of any person so removed. Section 3. Chair of the Board The Chair of the Board or in the absence of the Chair, the President of BI, shall preside at all meetings of the members of the board of directors, and shall perform such other duties as may from time to time be requested by the Board of Directors. Section 4. The President and Chief Executive Officer The President and Chief Executive Officer (President) shall have general and active supervision and management over the affairs, activities and operations of the corporation, subject, however, to the control of the Board of Directors. The President shall exercise leadership and general oversight over the affairs and activities of BI, provide the necessary direction and vision for international programs; enforce its bylaws and regulations; take responsibility for all fiscal decisions of the corporation with the chief operations officer; see that all orders and resolutions of the Board are carried into effect; and perform such other duties as are generally incumbent upon the chief executive officer of such a corporation. The President shall be an ex-officio member of all committees and shall have the general powers and duties of supervision and management usually vested in the office of President. The President shall hold the office until such time as they voluntarily step down or until in accordance with Article IV, Section 2 above, the Board of Directors judges that the best interests of the corporation will be served by his or her removal. Section 5. Executive Director and Chief Operating Officer The Executive Director and Chief Operating Officer (Executive Director) shall be the officer charged with the responsibility to maintain effective operational and financial systems of the organization. In absence of the President, s/he shall perform the duties of the President. The Executive Director shall assist the President in leadership and general oversight over the affairs and activities of BI, provide the necessary direction and vision for urban community arts development; enforce its bylaws and regulations; take responsibility for all fiscal decisions of the corporation with the chief executive officer; see that all orders and resolutions of the Board are carried into effect; and perform such other duties as are generally incumbent upon the chief operations officer of such a corporation. The Executive Director shall be an ex-officio member of all committees and shall have the general powers and duties of supervision and management usually vested in the office of Executive Director and Chief Operating Officer. The Executive Director shall hold the office until such time as s/he voluntarily steps down or until in accordance with Article IV, Section 2 above, the Board of Directors judges that the best interests of the corporation will be served by his or her removal.
Section 6. The Secretary The secretary shall attend all sessions of the Board and its Executive Committee, and act as clerk thereof, recording all votes and proceedings in a book (electronic or real) to be kept for that purpose. S/he shall give, or cause to be given, notice of all meetings of the members of the Board of Directors, and shall perform such other duties as may be prescribed by the Board of Directors or the President, under whose supervision s/he shall be. The secretary shall be the custodian of the seal of the corporation, and when authorized by the Board, affix the same to any instrument requiring it. Section 7. The Treasurer The treasurer shall ensure that full and accurate accounts of the receipts and disbursements of the corporate funds are made in books (electronic or real) belonging to the Corporation, and that all monies and valuable effects in the name of the Corporation are deposited in a separate account to the credit of the Corporation. The treasurer, or other officer(s) designated by the Board, shall sign, on behalf of the corporation, all checks or other orders for the payment of money and all notes or other instruments evidencing indebtedness of the corporation. The treasurer shall render to the President and Directors, at the regular meetings of the Board, or whenever they may require it, an account of all financial transactions and of the financial condition of the corporation. The treasurer shall ensure that the books are available for inspection by the President and/or the Executive Committee of the Board of Directors. The treasurer is responsible for ensuring that an annual, independent audit is conducted of the Corporation at the end of each fiscal year. The treasurer shall always serve as Chairperson of the Finance Committee. Section 8. Compensation The compensation of all officers of the corporation shall be fixed by the Board of Directors. ARTICLE V – BOARD OF DIRECTORS Section 1. Composition and Powers The Board of Directors shall be composed of no fewer than five, nor more than twenty-five, members, as determined from time to time by the Board of Directors. These members shall have backgrounds that represent the following arenas: academic, artistic, business, legal, development, marketing, public health, and communications. In addition, these members shall reflect the diversity of BI’s multi-ethnic constituency. Board members shall also represent a mix of geographical locales. Board Members must be committed to the guiding principals of BI and meet the qualities of BI’s “Board Roles and Responsibilities”. The Board of Directors shall have full power to conduct, manage, and direct the business and affairs of BI; and all powers of BI, except those specifically reserved or granted to the members by statute or by the articles or these bylaws, are hereby granted to and vested in the Board of Directors. Where any provision of the Pennsylvania Nonprofit Corporation Law requires that an amendment of the articles, a plan or the dissolution of the corporation be proposed or approved by the action of the Board of Directors, that requirement shall be construed to authorize and be satisfied by the written agreement or consent of all the members of the corporation entitled to vote thereon. A director of BI shall not be personally liable, as such, for monetary damages for any action taken, or any failure to take any action, unless the director has breached or failed to perform the duties of his or her office under 15 Pa.C.S. Subch. 57B and the breach or failure to perform constitutes self-dealing, willful misconduct or recklessness. The provisions of this subsection shall not apply to the responsibility or liability of a director pursuant to any criminal statute or the liability of a director for the payment of taxes pursuant to local, state or federal law. Section 2. Election and Terms of Office Directors shall be elected by the members. From and after April 18, 2009, the term of directors shall be four years; provided that initial terms after the adoption of these revised Bylaws on April 18, 2009 shall be classified (staggered) so that approximately onefourth of the Board will have terms expiring in any given year.. Service as a Board Member is limited to two consecutive four-year terms in addition to any partial term. Board Members who have served two full four-year terms can be re-elected to subsequent terms following a two-year hiatus. Following the initial terms of directors, The terms of office for Board Members shall begin on January 1 and end on December 31, unless a member assumes a vacated seat, in which case the beginning date is whenever the member is appointed to that seat. Any vacancy on the board shall be filled by the board to serve out the expired term of the director whom he or she exceeds.
In recognition of long and outstanding service to “the least of these” and in the tough places of the world” through the arts, a person may be elected by a majority vote of the Board of Directors as an Honorary Board Member An Honorary Board Member shall not have any of the rights or responsibilities of a member of director under the Pennsylvania Nonprofit Corporation Law of 1988, as amended, but may be invited by the Board to attend Board meetings. Service as an honorary board member shall not disqualify an individual from subsequent election as a director. Section 3. Committees The Board of Directors shall consist of an executive committee and several Standing Committees, including Finance and Development. The Board shall provide for such other Standing Committees and ad hoc committees as it deems appropriate. The executive committee is the only policy-making committee of the corporation and shall consist of the Chair, President, Executive Director and Chief Operating Officer, Secretary, Treasurer, and the Chairpersons of the Standing Committees of the Board. Section 4. Meetings of the Board of Directors The Board of Directors shall meet no less than four times a year and at such locations or by telephonic or video conferences authorized by applicable law. The Board may meet more often depending upon available resources and needs. The Executive Committee shall meet no less than four times a year and at such locations or by telephonic or video conferences authorized by applicable law. The agenda and order of business of the meetings shall be determined by the President and Executive Committee of the Board. The Chair of the Board or the President can convene extra Board meetings when deemed necessary, depending upon available resources and needs; and the purpose of which shall be designated in the notice of the meeting. Written notice of the time and place of all regular meetings of the Directors shall be given by mail at least seven (7) days before the meeting date (or ten days if a meeting of the Members). In an emergency, notice of the meetings of the Board shall be given to each Director at least two (2) days before the meeting when possible. Section 5. Resignations A Board member may resign by notifying the President in writing. Section 6: Compensation Directors shall not receive any stated salary for their services. Section 7: Committee Responsibilities Executive. The Executive Committee of the Board shall recommend for approval of the Board a budget for the corporation prior to the start of each fiscal year. The entire budget, or any item of the budget, may not be exceeded unless the Executive Committee of the Board of Directors votes to amend the budget. The Executive Committee shall have the authority to take such action as may be required between meetings of the Board of Directors. The minutes of the Executive Committee shall be read at the subsequent meeting of the Board of Directors. Finance. The Finance Committee shall serve as an advisory committee to the treasurer and President, and as such, provide counsel and guidance in matters of budget preparation, program operating costs, accounting, and tax information. Public Relations. The Public Relations Committee shall oversee the public relations of BI. Through planning and implementation, The Public Relations Committee shall seek ways of providing accurate information regarding BI’s programs and services through a variety of media, including website, print, and electronic forms. The Public Relations Committee shall also be responsible to sponsor an annual event where an artist is recognized for meritorious service to “the least of these” and in the tough places of the world. Development. The Development Committee shall oversee cultivation of donors and fundraising activities of BI by working with staff to develop and maintain an active development plan, which staff will undertake through grant writing, donor event planning and solicitation of donations for BI programs.
Section 8: Attendance
If any member of the Board or the Executive Committee shall be absent from three meetings of the Board or Executive Committee in a 12-month period, then the Chair of the Board , at his or her discretion, may declare that said membership on the Board be forfeited. Section 9: Quorum A majority of the members of the Board of Directors shall constitute a quorum for the transaction of any business. At all meetings of the Executive Committee of the Board of Directors, a majority of all the Executive Committee members shall constitute a quorum for the transaction of any business. Section 10: Manner of Acting A simple majority of those members present at a regularly constituted meeting of the Board of Directors or the Executive Committee shall constitute an act of the Board provided there is a quorum. The Executive Committee may also act by unanimous written consent of the members of the Committee. The directors shall act only as a board and the individual directors shall have no power as such, except that any action which may be taken at a meeting of the directors may be taken without a meeting, if a consent or consents in writing setting forth the action so taken shall be signed by all of the directors in office and shall be filed with the secretary of the corporation. Section 11: Governing Powers and Responsibilities: The Board of Directors shall have all the authority and responsibilities necessary and appropriate for providing overall direction and financial and legal oversight of the administration of the corporation. They may do all such acts and things as are not prohibited by law or by the Articles of Incorporation, or by the by-laws, or by resolutions of the Board. The Board of Directors may delegate to any Committee of the Board or other body specified in these Bylaws any of its authority which is not prohibited to be so delegated. Board members must be committed to the Guiding Principles of Buildabridge International. The Board of Directors shall:
1. Be responsible for the development of governing policy and for seeing that these governing policies are carried out. 2. Evaluate the effectiveness of BI in achieving its mission and goals. 3. Have the responsibility for the review of the Chief Executive Officer and the Executive Director and Chief Operating Officer..
4. Be responsible for overseeing resource development (including fund raising), establishing and maintaining critical linkages, and advocacy for the corporation.
Section 12. Advisory Councils. The Board of Directors may, in its discretion, establish Advisory Councils that may include as members persons who are not members of the Board of Directors. Any such Advisory Council shall have no voting or governance powers and shall have only such responsibilities and duties as may be delegated to it by the Board of Directors. Members of an Advisory Council shall be appointed by and shall serve at the pleasure of the Board of Directors. ARTICLE VI – AMENDMENT OF THE BY-LAWS These bylaws may be amended or repealed, in whole or in part, and new bylaws may be adopted by a two-thirds majority of the Board of Directors at any meeting at which a quorum shall be in attendance.. Proposed amendments shall be submitted in writing to the Board President. Such proposed amendments shall be distributed to the members of the Board no less than 30 days prior to the Board meeting at which the amendments will be considered. ARTICLE VII: INDEMNIFICATION All Directors and officers of the corporation, whether or not then in office, shall, to the extent legally permissible, be indemnified by the corporation against all costs, liabilities, judgments, and expenses actually and reasonably incurred by, or imposed upon them in connection with or arising out of any action, suit or proceeding in which they may be involved, directly or indirectly, or to which
they may be made a party by reason of being or having been a Director or officer of this corporation, or by reason or any action heretofore or hereafter at any time taken as a Director or officer of this corporation (such expenses to include the cost of reasonable settlements made with a view to curtailment or avoidance of costs of litigation, or where a settlement is deemed for the best interest of the corporation under its obligation or indemnity), except in relation to matters as to which they shall be finally adjudged in such action suit or proceeding to have been guilty of bad faith or fraud in the performance of their duty as such Director or officer; and the foregoing right of indemnification shall not be exclusive of other rights to which they may be entitled by agreement, by vote of the Board members, or otherwise. Buildabridge Internationalä may purchase and maintain insurance for the purpose of indemnification on behalf of any or all persons to the full extent permitted under the Pennsylvania Nonprofit Corporation Law. ARTIICLE VIII – CORPORATE SEAL The corporate seal shall have inscribed thereon the name of the corporation, the year of its organization, and the words “Corporate Seal, Pennsylvania”. The seal may be used by causing it or a facsimile thereof to be impressed or affixed or otherwise reproduced. These Bylaws were approved by the Board of Directors April 18, 2009, and shall become effective on that date.