Operating Guidelines

The Fox Cities Project Promise Poverty Coalition
ARTICLE I: Name
The name of this coalition shall be The Fox Cities Project Promise Poverty Coalition.
ARTICLE II: Purpose
Mission: To engage our community in the elimination of poverty
Purpose:
Project Promise will work to eliminate poverty by building awareness of the causes and conditions of poverty in the Fox Cities, by educating the community about the impact and complexity of poverty, and by facilitating collaborative action. Project Promise will be a cooperative effort of providers, supporters of social services, businesses, community members and all others who seek to advocate for the needs of people living in poverty in the Fox Cities. It is not itself a provider or funder of direct services to the poor. Project Promise will work to accomplish its goal by using the following three strategies: Awareness, Education, and Action.
Project Promise poverty definition: In economic terms, poverty can be defined as a lack of income or resources to meet the basic needs of life. More broadly, it can be seen as a lack of opportunities, access, assets, or means to meet physical needs, participate fully in the life of one’s community, or strive to fulfill one’s potential and sense of purpose.
ARTICLE III: Membership
Membership in the coalition shall be open to organizations, businesses and individuals that support the mission to engage our community in the elimination of poverty.
Dues and other requirements of membership shall be set by the Steering Committee.
Members will have voting privileges at all meetings of the members. Each member organization shall register with the secretary and designate its single voting representative, who shall cast its vote on all matters coming before the membership.
ARTICLE IV: Meetings
The members shall meet at least quarterly.
An annual meeting of the members shall be held for the purpose of selecting officers and for the transaction of such other business as may come before the meeting.
Special meetings of the members may be called by the chairperson, the Steering Committee, or not less than one-tenth of the members having voting rights.
Notice of any meeting of members shall be delivered to each member at least three days before the date of such meeting. In case of a special meeting, the purposes for which the meeting is called shall be stated in the notice.
ARTICLE V: Steering Committee
The affairs of the coalition shall be governed by Steering Committee members. The Steering Committee shall meet monthly and may provide the time and place for holding regular meetings without other notice. Special meetings of the Steering Committee may be called by the chairperson or any two officers. Notice of any special meeting of the committee shall be given at least two days previous to the meeting date.1. Composition of the Steering Committee
The Steering Committee shall consist of no less than five (5) and no more than 15 members. Members of the Steering Committee shall be elected at the annual meeting of the members and shall serve three-year terms beginning at the annual meeting in which the members are elected. Terms of members shall be staggered so that approximately one-third are elected each year.

Members of the Steering Committee may be re-elected for not more than three consecutive full terms. If a member does not complete his or her term the Chairperson(s) may appoint a replacement member to serve the remainder of that person’s term.
2. Quorum:
The majority of the committee shall constitute a quorum for the transaction of business at any meeting of the Steering Committee.
3. Duties of the Steering Committee
The Steering Committee is responsible for the overall policy and direction of the Poverty Coalition. Some responsibilities may be delegated to the membership at large.
ARTICLE VI: Officers
1. Officers
The officers of the coalition shall be a chairperson or co-chairpersons, a vice-chairperson, a secretary and a treasurer elected by the Membership. The immediate past chairperson shall also be an officer. The Membership may also elect or appoint such other officers as it shall deem desirable, such officers to have the authority and perform the duties prescribed, from time to time, by the Steering Committee.2. Election of Officers
The officers shall be elected to serve two-year terms by the membership at the regular annual meeting. Each officer shall hold office until his/her successor has been duly elected and qualified. New offices may be created at any meeting of the Steering Committee and filled by a vote of the membership.
Any officers elected or appointed by the members may be removed by the Steering Committee whenever, in its judgment, the best interests of the coalition would be served.
3. Duties of Officers
The officers shall have such powers and shall perform such duties as may be specified in resolutions or other directives of the Steering Committee. In the absence of such specifications, each officer shall have the powers and authority and shall perform and discharge the duties of officers of the same title serving in non-profit organizations having the same or similar general purposes and objectives as this coalition.
ARTICLE VII: Committees
Nominating Committee: A nominating committee shall be appointed by the Chairperson(s). It is the duty of this committee to prepare a slate for elections of officers and Steering Committee members.
Other committees as deemed appropriate to carry out the mission of the coalition.
ARTICLE VIII: Financial Transactions
All checks, drafts or orders for the payment of money, notes or other evidences of indebtedness issued in the name of the coalition, shall be signed by such officer or officers or agent or agents of the coalition, and in such manner as shall from time to time be determined by resolution of the Steering Committee. In the absence of such determination, such instruments shall be signed by the treasurer or the Chairperson(s) of the coalition.
All funds of the coalition shall be deposited from time to time to the credit of the coalition in such bank, trust companies, or other depositories as the Steering Committee may select.
ARTICLE IX: Books and Records
The Coalition shall keep correct and complete books and records of account, and shall also keep minutes of the proceedings of meetings of its members, Steering Committee, committees having and exercising any of the authority of the Steering Committee, and shall keep a record giving the names and addresses of the members entitled to vote. All books and records of the coalition may be inspected by any members, or his agent or attorney, for any proper purpose at any reasonable time.
ARTICLE X: Fiscal Year
The fiscal year of the coalition shall begin on the 1st day of January in each year and end at midnight on the 31st day of December of that year.
ARTICLE XI: Indemnification of Directors and Officers
(a.) Each person who was or is made a party or is threatened to be made a party to or is involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (“proceeding"), by reason of the fact that he or she, is or was a member or officer of Fox Valley Project Promise Poverty Coalition, shall be indemnified and held harmless by the coalition to the fullest extent authorized by Wisconsin corporation law (Chapter 181, Wisconsin Statutes) as the same exists or may hereafter be amended (but in case of any such amendment only to the extent that such amendment permits the coalition to provide broader indemnification rights than the law permitted prior to such amendment) against all expenses, liability and loss (including attorney's fees, judgments, fines, excise taxes or penalties and amounts paid or to be paid in settlement) reasonably incurred or suffered by such person in connection therewith; provided, however, that the coalition shall indemnify any such person seeking indemnity in connection with an action, suit of proceeding (or part thereof) initiated by such person only if such action, suit or proceeding (or part thereof) was authorized by the board of directors. The right to indemnification shall include the right to be paid by the coalition expenses incurred in defending any such proceeding in advance of its final disposition; provided, however, that the payment of such expenses incurred by a member or officer in his or her capacity as a member or officer in advance of the final disposition of such proceeding shall be made only upon delivery to the coalition of an undertaking, by or on behalf of such member or officer, to repay all amounts so advanced if it should be determined ultimately that such member or officer is not entitled to be indemnified under this article or otherwise.
(b) The rights conferred on any person by paragraph (a) shall not be exclusive of any other right which such person may have or hereafter acquire under any statute or otherwise.
(c) The coalition may maintain insurance, at its expense, to protect itself and any members against any such expense, liability or loss under the Wisconsin corporation law (Chapter 181, Wisconsin Statutes).
ARTICLE XII. Amendment of Operating Guidelines
These guidelines may be altered, amended, or repealed, and new guidelines may be adopted by two-thirds vote of the members present at any regular or special meeting if at least 30 days' written notice is given of intention to alter, amend or repeal or to adopt guidelines at such meeting.
ARTICLE XIII. Non-Discrimination
The coalition is inclusive of everyone in the community.These Operating Guidelines were approved at a regular meeting of the Fox Valley Project Promise Poverty Coalition, by a majority vote with a quorum being present on March 12, 2008.