SHAPE Charlotte

Charlotte Shaper Bylaws

BYLAWS

OF

The World Economic Forum Global Shapers Charlotte Hub

January 24, 2012

ARTICLE I

NAME AND TERMINOLOGY

The name of this organization is The World Economic Forum Global Shapers Charlotte Hub (hereafter called the “Hub”). Members of the Hub are hereafter called “Shapers.” The Hub shall be an official organization for young leaders in Charlotte and will be organized and operated in accordance with these bylaws.

ARTICLE II

VISION AND MISSION STATEMENT

Section 1. Mission Statement:

Global Shapers aim to build a global community of the most outstanding young people committed to improving the state of the world. With its motto: Shape Your Future – integrating the personal, the community and the global dimension – the Global Shapers Community is a voice for the future in local, regional and global thought processes and a catalyst of entrepreneurship in the global public interest. The Global Shapers Community will encourage thinking BIG – beyond boundaries. It will allow young people to channel their tremendous energy and enthusiasm towards building a more peaceful, prosperous and inclusive world.

 

Section 2. Vision:

The World Economic Forum Global Shapers Charlotte Hub strives to be a voice for the future in local, regional and global thought processes and a catalyst of entrepreneurship in the global public interest.

ARTICLE III

PURPOSES AND POWERS

Section 1. Purposes:

The purposes of this Hub are: serve the Charlotte and global communities in a way that promotes change for the greater good of their citizens, provided, however, that all purposes of the Hub are and shall remain exclusively charitable, scientific or educational and otherwise within the meaning of Section 501(C)(3) of the Internal Revenue Code of 1986, as amended, or any corresponding provision of a successor statute.

Section 2. Powers:

The Hub shall have all powers granted to nonprofit corporations by Chapter 55A of the North Carolina General Statutes. The Hub, however, shall not carry on any activities nor shall it have any powers prohibited to an organization exempt from federal income tax under Section 501(C)(3) of the Internal Revenue Code of 1986, as amended, or the corresponding section of any future United States Internal Revenue law. In particular, but without limitation of the foregoing, the Hub shall not have or issue shares of stock or pay dividends, and no part of its earnings or assets shall inure to the benefit of or be distributable to its Shapers, officers or other private persons, provided that it shall be authorized to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of its authorized purposes. In addition the Hub shall not make loans to officers or Shapers of the Hub.

ARTICLE IV

Board of Directors

Section 1 — Composition of the Board of Directors: The Board of Directors shall consist of the Officers of the Association. The Board shall be composed of no fewer than four (4) members. The Board may by resolution fix the precise number; provided that the number of members of the Board shall not be reduced when the effect of the reduction would be to remove a director from office before that director’s term of office would otherwise expire. Board members shall serve for a term consistent with their term as Officer pursuant to Article VI, Section 5.

 

Section 2 — Powers of the Board of Directors

 

Section 2.1 — General Powers

The governing body of the Association shall be the Board of Directors. The Board shall have general responsibility for oversight and direction of the business and affairs of the Association and may exercise all powers of the Association, subject to any restrictions imposed by law, the Articles of Incorporation, or these Bylaws. The Board of Directors shall exercise all of the powers of the Corporation, including the adoption and amendment of the Bylaws of the Corporation. The Board shall ensure that the Association adheres to its fundamental purpose of carrying on activities in support of charitable, scientific or educational purposes consistent with section 501(c)(3) of the Code.

 

The Board of Directors shall be required to implement all resolutions or actions enacted by the membership of the Hub.

 

Section 2.2 — Additional Powers

The Board of Directors shall have, in addition, the power to (a) prepare and control its own agenda; (b) consider any matter properly brought before it by an Association Member; (c) originate resolutions; (d) originate and approve policy; (e) form, develop, and assign work to supportive bodies as specified in Article VII.

ARTICLE V

OFFICERS OF THE HUB

Section 1. List of Officers:

The officers of the Hub shall consist of a Chair, a Vice Chair, a Secretary and Treasurer. Additional officers may be created by the Hub to meet the needs of the organization and are subject to the same rules contained in these bylaws.

Section 2. Qualifications:

Officers must be members of the Charlotte Global Shapers Hub in good standing. Officers up for election must be able to complete their terms without violating the criteria specified in Article VI, Section 4.

Section 3. Selection of Officers:

Officers will be selected during the first meeting of the Shaper’s Calendar Year. Officers must make their candidacy known prior to the meeting. During the first meeting, each potential candidate will be given an optional 2 minutes to address the Hub’s Membership after which time a vote shall be held. The position will be filled with the potential candidate who receives the greatest number of votes. In the event of a tie, the top two candidates will be voted upon in a run-off election. In the event of only two candidates, an additional one minute will be granted for those candidates to address the membership and another vote will be held. If this vote ends in a tie, the position will be chosen by the outgoing Chair.

Section 4. Officer Duties: The management and control of the Association shall be vested in the Officers, subject to the consent and resolution of the Board of Directors, the restrictions imposed by the articles of incorporation, these bylaws, and applicable federal and state statutes and regulations.

Section 4.1. Chair:

The Chair is the official spokesperson of the Charlotte Shaper’s Hub. The Chair shall supervise and control the management of the Hub in accordance with these Bylaws. The Chair shall moderate all formal meeting of the Hub. The Chair shall sign, with any other proper officer, any deeds, mortgages, bonds, contracts, or other instruments which may be lawfully executed on behalf of the Hub, except where required or permitted by law to be otherwise signed and executed and except where the signing and execution thereof shall be delegated by the Charlotte Global Shapers to some other officer or agent. In general, he or she shall perform all duties incident to the Chair and such other duties as may be prescribed by the Charlotte Global Shapers.

Section 4.2. Vice Chair:

The Vice Chair shall, in the absence or disability of the Chair, perform the duties and exercise the powers of that office. In addition, he or she shall perform such other duties and have such other powers as the Charlotte Global Shapers shall prescribe.

Section 4.3. Secretary:

The Secretary shall keep accurate records of the acts and proceedings of all Hub meetings. The Secretary shall give all notices required by law and by these Bylaws. The Secretary shall have general charge of the corporate books and records and of the corporate seal, and he or she shall give the corporate seal to any lawfully executed instrument requiring it. The Secretary shall sign such instruments as may require his or her signature, and, in general, shall perform all duties incident to the Secretary and such other duties as may be assigned from time to time by the Chair or by the Charlotte Global Shapers.

Section 4.4. Treasurer:

The Treasurer shall have custody of all funds, securities, negotiable instruments and other monies belonging to the Hub and shall receive, deposit or disburse the same under the direction of the Charlotte Global Shapers. The Treasurer shall keep full and accurate accounts of the finances of the Hub in books especially provided for that purpose; and shall cause a true statement of its assets and liabilities as of the close of each fiscal year and of the results of its operations for such fiscal year, all in reasonable detail, to be made and filed at the registered or principal office of the Hub within four months after the end of such fiscal year. The Treasurer shall, in general, perform all duties incident to such and such other duties as may be assigned from time to time by the Chair or by the Charlotte Global Shapers.

Section 5. Officer Terms:

All officers of the Hub shall serve a one year term. All officers, with the exception of the Chair, may be renewed by the same processes delineated in Article VI, Section 3.

Section 6. Compensation:

All officers are expected to participate as volunteers and shall receive no compensation for serving as a Global Shaper’s Officer other than reimbursement for expenses.

Section 7. Removal of an Officer:

Any Shaper may be removed from office by a majority vote of current Shapers. A removal must be initiated by a petition signed by at least two members of the Charlotte Hub. Petitions may be initiated on grounds of negligence to the organization, ethical violations, lack of confidence in the Officer’s ability to serve in his or her current capacity, or other infraction which may prove detrimental to the organization.

Section 8. Vacancies:

If any officer position be vacated prior to the termination of that Shaper’s term, then a repeat election will be held at the next meeting of the hub as per Article V, Section 3. Prior to that meeting, the chair may appoint a Shaper as an interim officer to fulfill pressing needs of the organization. If the Chair position is vacated, the Vice-Chair shall act as Interim Chair until an election. An Interim Officer shall carry out the duties and exercise the powers of office specified in these bylaws.

ARTICLE VI

MEMBERSHIP

Section 1. Eligibility:

Potential Shapers must be between 20 and 30 years of age at the time of nomination. Eligibility will be determined by a nomination/application process which will emphasize moral and intellectual integrity, entrepreneurialism and diversity.

Section 2. Rights:

Members are entitled to attend and address meetings, to vote, to hold office and sit on committees.

 

Section 3. Selection of Shapers:

New Shapers will be selected on an annual basis. Potential Shapers will be sought via nominations by active Charlotte Global Shapers or through solicitation of the general public. Applicants will be asked to submit an application, whose breadth and composition is to be determined by the active Hub membership. After a formal review of applications, worthy applicants will be invited to interviews by the current Global Shapers and selected by current Shapers, based on the merits of their overall application.

Section 4. Length and Qualifications for Continued Membership:

Each Shaper shall be a member of the Hub for a five (5) year term, until such Shaper reaches the age of 33 or until they move from the Charlotte area.

Section 5. Removal of a Shaper.

Any Shaper may be removed from office by a two thirds vote of current Shapers. A removal must be initiated by a petition signed by at least two members of the Charlotte Hub. Petitions may be initiated on grounds of negligence to the organization, ethical violations or other severe infraction which may prove detrimental to the organization.

 

Section 6. Replacement of Removed or Departed Shapers.

Shapers who depart the organization due to ineligibility by Article VI, Section 4 and Section 5 or for personal reasons may be replaced during the calendar year or during the standard annual selection process for new Shapers. The remaining Shapers will determine the timing of the replacement for such Removed or Departed Shaper. Departed Shapers, excluding any Shaper who has been removed from membership under Article VI, Section 5, shall have the right but not the obligation to nominate his or her replacement. However, the Charlotte Global Shapers shall not be bound to select such nominee as the replacement for the Departed Shaper.

ARTICLE VII

SUPPORTIVE BODIES

Section 1. Executive Committees, Committees and Task Forces:

The Charlotte Global Shapers, by resolution, may designate from among the Shapers an Executive Committee, Committee or Task Force, and each of which, to the extent and under the conditions provided in the resolution, shall have and may exercise all of the authority of the Charlotte Global Shapers. Any such committee or task force, or any member thereof, may be discharged or removed by action of the Charlotte Global Shapers.

Section 2. Advisory Board:

The Chair may appoint members, including past Shapers and non-Shapers, to an advisory board which shall be charged with advising the officers and the Charlotte Global Shapers with respect to the Hub’s mission, finances, staffing, relations with government officials and the public, and other aspects of the Hub’s activities as the Chair may direct. Advisory board members shall not, by virtue of such status alone, be members of the Charlotte Global Shapers and shall have no vote.

ARTICLE VIII

MEETINGS OF MEMBERS

Section 1. Regular Meetings:

A regular meeting of the Charlotte Global Shapers shall be held twice a month on dates to be scheduled by general consensus of the membership.

Section 2. Special Meetings:

Special meetings of the Charlotte Global Shapers may be called by or at the request of the Chair or any two Shapers. Such meetings may be held either within or outside of the city of Charlotte, North Carolina.

Section 3. Notice of Meetings:

(a) The Secretary shall cause to be given notice of any regular meeting of the Charlotte Global Shapers at least two days before the meeting, by any usual means of communication. (b) The person or persons calling a special meeting of the Charlotte Global Shapers shall, at least two days before the meeting, give notice thereof by any usual means of communication. Notice or waiver of notice need not specify the business to be transacted at, or the purpose of, the meeting that is called. Notice of an adjourned meeting need not be given if the time and place are fixed at the meeting adjourning and if the period of adjournment does not exceed ten (10) days in any one adjournment.

Section 4. Quorum:

A majority of the Shapers fixed by these Bylaws shall constitute a quorum for the transaction of business at any meeting of the Charlotte Global Shapers.

Section 5. Manner of Acting:

(a) Except as otherwise provided in this paragraph 5, the act of the majority of the Shapers present at a meeting at which a quorum is present shall be the act of the Charlotte Global Shapers, unless a greater number is required by law. (b) The vote of a majority of the number of Shapers then in attendance shall be required to adopt a resolution constituting an Executive Committee or other committee of the Hub. The vote of two thirds of the number of Shapers in attendance shall be required to adopt, amend or repeal a Bylaw or to adopt a resolution dissolving the Hub, effecting a merger or consolidation of the Hub.

Section 6. Informal Action by Shapers:

Action taken by a majority of the Shapers or members of a committee of the Charlotte Global Shapers without a meeting is nevertheless a Hub or committee action if written consent to the action in question is signed by all the Shapers or members of the committee, as the case may be, and filed with the minutes of the proceedings of the Hub or committee, whether done before or after the action so taken.

Section 7. Attendance by Telephone:

Any one or more Shapers or members of a committee may participate in a meeting of the Charlotte Global Shapers or Hub committee by means of a conference telephone or similar communications device which allows all persons participating in the meeting to hear each other, and such participation in the meeting shall be deemed presence in person at such meeting. However, for the purposes of determining attendance, Shapers who are in Charlotte during the meeting are strongly encouraged to attend such meeting in person.

ARTICLE IX

CONTRACTS, LOANS AND DEPOSITS

Section 1. Contracts:

The Charlotte Global Shapers may authorize officers, or agent or agents, to enter into any contract or execute and deliver any instrument on behalf of the Charlotte Global Shapers Hub, but such authority must be approved by a two thirds vote of the Shapers Hub.

Section 2. Checks and Drafts:

All checks, drafts or other orders for the payment of money issued in the name of the Charlotte Global Shapers Hub shall be signed by the Chair and Treasurer, with no exceptions.

Section 3. Deposits:

Any deposits made into the Charlotte Global Shapers Account become general operating funds and shall not be withdrawn without consent of the Chair and Treasurer.

ARTICLE X

BOOKS AND RECORDS

The Charlotte Global Shapers Hub shall keep correct and complete books and records of account and shall also keep minutes of each general body meeting. All books and records may be inspected by any Shaper, or advisor/counsel, for any proper purpose at any reasonable time.

ARTICLE XI

TERMINATION OF EXISTENCE

In the event of dissolution, the residual assets of the Charlotte Global Shaper Hub shall be distributed as outlined in the articles of incorporation. A dissolution of the organization can be initiated only be a 2/3rds vote of all existing members of the organization. A dissolution must be initiated by a petition signed by at least two members of the Charlotte Hub. Petitions may be initiated on grounds of organizational negligence, ethical violations by the organization, etc.

ARTICLE XII

GENERAL PROVISIONS

Unless otherwise ordered by the Charlotte Global Shapers, the fiscal year shall be the calendar year.

ARTICLE XIII

AMENDMENTS TO BYLAWS

These Bylaws may be altered, amended or repealed and new Bylaws may be adopted by a two thirds vote of Charlotte Global Shapers.