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BY-LAWS 

SOUTHERN DELAWARE ALLIANCE FOR RACIAL JUSTICE, INC. 

Adopted February 16, 2021 Amended April 19, 2022 

ARTICLE I 

NAME 

SECTION 1. NAME. The name of the Corporation shall be the Southern Delaware Alliance for Racial Justice, Inc. (“SDARJ”). 

ARTICLE II 

MISSION AND GOALS 

SECTION 1. MISSION. The SDARJ is a non-partisan and non-profit organization that will educate, inform, and advocate for racial justice, equality, and fair opportunity. 

SECTION 2. GOALS. Educating for change through knowledge and understanding of past and current racial issues and conditions; Enriching our cultural environment through multi-racial collaboration; Addressing racial injustice and advocating for ways to improve the criminal justice system in Delaware; Collaborating with like-minded groups to challenge structural and systemic racism; and Promoting positive change for the future of our youth. 

ARTICLE III 

MEMBERSHIP 

SECTION 1. ELIGIBILITY. Membership in the SDARJ is open to all full- or part-time residents of Delaware. The general monthly meetings, public forums, youth educational programs, and other programs sponsored by the SDARJ, as well as the annual meeting of Members (as defined in Section 2 below), are open to the general public, whether or not they are Members of the SDARJ. 

SECTION 2. FORMALITIES OF MEMBERSHIP. The Board of Directors (hereinafter referred to as the “Steering Committee”) shall establish conditions for those interested in becoming Members of the SDARJ to formalize their Membership and become eligible to vote on all matters on which Members of the SDARJ are entitled to vote and to exercise any other rights granted under applicable law, the certificate of incorporation or these By-Laws (collectively referred to as “Applicable Law”). A person that has formalized Membership in SDARJ and is therefore eligible to vote and exercise other rights granted under Applicable Law is hereinafter referred to as a “Member.” 

SECTION 3. MEMBERSHIP DUES. The Steering Committee may establish a Membership dues system and may make payment of dues a condition to the exercise of voting or any other rights granted under Applicable Law. 

SECTION 4. ANNUAL MEETING. An annual meeting of Members of SDARJ for the election of the Steering Committee and for the transaction of such other business for which a vote of Members is required by Applicable Law shall be held each year within the State of Delaware on such date and at such place and time as are designated by resolution of the Steering Committee. 

SECTION 5. SPECIAL MEETINGS. A special meeting of the Members for any purpose for which a vote of Members is required by Applicable Law may be called at any time by resolution of the Steering Committee, to be held within the State of Delaware on such date and at such time and place as are designated in the notice of the special meeting. 

SECTION 6. NOTICE OF MEETINGS, QUORUM. The Secretary of SDARJ (the “Secretary”) shall cause notice of each meeting of Members to be given to each Member entitled to vote at such meeting in writing by such electronic transmission to the electronic transmission address or destination as such Member shall have specified to SDARJ, not less than 10 days nor more than 60 days prior to the meeting except where a different notice period is required by Applicable Law. Such notice shall specify (A) the place, date and time of such meeting, (B) the means of remote communications, if any, by which Members and proxy holders may be deemed to be present in person and vote at such meeting, (C) in the case of a special meeting, the purpose or purposes for which such meeting is called, and (D) such other information as may be required by Applicable Law or as may be deemed appropriate by the Steering Committee. Notice of each meeting of Members shall also be posted on the website of the SDARJ and on any other social media platforms that the Secretary and the chair of the Communications Committee deem appropriate. The presence in person or by proxy of that number of Members equal to fifteen percent (15%) of the total number of Members shall be necessary and sufficient to constitute a quorum at any meeting of Members. 

SECTION 7. ACTION BY MEMBERS. Unless otherwise required by Applicable Law, the Members shall act by the affirmative vote of (a) in the case of the election of Members of the Steering Committee, a plurality, (b) in the case of a vote to amend, repeal or replace these By-Laws, two-thirds (2/3) and (c) in all other cases, a majority, in each case of the Members present in person or represented by proxy and entitled to vote thereon at any meeting at which a quorum is present. Each Member shall be entitled to one vote on each matter submitted to a vote of Members. The Steering Committee may establish additional rules for conducting or adjourning a meeting of Members to the extent consistent with Applicable Law. 

SECTION 8. RECORD DATES, PROXIES. Except as otherwise provided by Applicable Law or by resolution of the Steering Committee, the record date for determining the Members entitled to vote at any meeting of Members or for any other corporate action shall be deemed to be the date notice of such meeting is given; provided, however, that no record date may precede any action by the Steering Committee fixing such record date. Each Member entitled to vote at a meeting of Members may authorize another person or persons to act for such Member by proxy at such meeting or any adjournment thereof. A Member may revoke any proxy which is not irrevocable by attending the meeting and voting in person or by filing with the Secretary either an instrument in writing revoking the proxy or another duly executed proxy bearing a later date. 

SECTION 9. WAIVER OF NOTICE. A waiver of notice of meeting by a Member provided to SDARJ in writing or by electronic transmission, whether given before or after the meeting time stated in such notice, is deemed equivalent to notice. Attendance of a Member at a meeting is a waiver of notice of such meeting, except when the Member attends a meeting for the express purpose of objecting at the beginning of the meeting to the transaction of any business at the meeting on the ground that the meeting is not lawfully called or convened. 

SECTION 10. WRITTEN ACTION. Any action which is required to or may be taken at a meeting of Members may be taken by written action without a meeting, without prior notice and without a vote. A written action shall be effective when (i) a consent or consents in writing, setting for the action so taken, shall be signed by no less than the minimum number of Members whose votes would be necessary to authorize or take such action at a meeting at which all Members were present and voted and (ii) such consent or consents are delivered to SDARJ. Such consent or consents shall be delivered to SDARJ’s registered agent in the State of Delaware, its principal place of business or its Secretary or to such other officer or an agent of 

SDARJ having custody of the book in which proceedings of meetings of Members are recorded, by hand or by certified or registered mail, return receipt requested. 

SECTION 11. MEETING RULES. To the extent consistent with Applicable Law, the Steering Committee may adopt rules and regulations for the conduct of meetings of the Members. The Chair or (in the absence of the Chair) the Vice Chair or Immediate Past Chair, or in their absence, any other person designated by the Steering Committee shall act as chair of the meeting and shall preside at meetings of Members. The Secretary shall act as secretary of any meeting of Members, but in the Secretary’s absence, the chair of the meeting may appoint any person to act as secretary of the meeting. 

ARTICLE IV 

STEERING COMMITTEE 

SECTION 1. NUMBER. The Steering Committee shall consist of the Immediate Past Chair, who shall ex officio have a voting seat on the Steering Committee, and no less than two (2) and no more than twenty (20) other people to be elected by the Members. The exact size of the Steering Committee (within the foregoing range) shall be set from time to time by the Steering Committee. Candidates for election to the Steering Committee shall be nominated by the committee (the “Nominating Committee”) established and acting in accordance with Section 2 of Article VI. A Steering Committee candidate not included on the Nominating Committee slate may be nominated from the floor at the annual meeting of Members in accordance with the rules for that meeting established under Section 11 of Article III. Election to the Steering Committee shall be by vote of the Members of the SDARJ at the annual meeting of such Members, except as provided in Section 6. 

SECTION 2. GENERAL POWERS. The Steering Committee shall be responsible for the following: 

A. Planning all monthly meetings including educational public forums. 

B. Maintaining the ongoing integrity and fidelity to the Mission and Goals of SDARJ. 

C. Establishing and selecting those that will serve on the standing committees of the SDARJ, with each person serving on the Steering Committee being required to act as chair or co-chair or serve on at least one standing committee. 

D. Establishing and maintaining the organizational structure of SDARJ. 

SECTION 3. MEETINGS. The Steering Committee shall meet monthly for evaluation of events, to plan for new events and activities, and to assess the needs and growth of SDARJ. The Steering Committee shall also hold an annual meeting, promptly after the annual meeting of Members, to elect officers and conduct such other business as may properly come before that meeting. 

SECTION 4. TERM OF OFFICE. The term of office for all those serving on the Steering Committee who have been elected by the Members of SDARJ shall be three (3) years. For the sake of continuity, the Steering Committee may divide itself into classes such that one-third (1/3) of the Steering Committee (or as close thereto as possible if the number of individuals elected to the Steering Committee by the Members is not evenly divisible by three) are elected at each annual meeting of the Members of SDARJ. 

SECTION 5. QUORUM. 

A. All Steering Committee members are eligible to vote on matters coming before the Steering Committee. 

B. The presence of at least one-third of the Steering Committee shall constitute a quorum for the transaction of business at any meeting of the Committee. 

C. If a quorum is not present at a meeting, any decisions made at such meeting must be approved by a majority of the Steering Committee at which a quorum is present before said decisions become official. Such decisions can be made by telephone or by email in response to a Steering Committee action alert. 

SECTION 6. VACANCIES. 

A. If any vacancies occur in the Steering Committee for any reason, or if the authorized size of the Steering Committee shall be increased, any such vacancies or newly created positions shall be filled by a majority vote of the Steering Committee members then remaining in office, even if less than a quorum, or by a sole remaining Steering Committee member. 

B. Anyone elected to fill a vacancy or a newly created position on the Steering Committee shall hold office until the next annual meeting of SDARJ Members and until his or her successor has been duly elected and qualified, or until his or her earlier death, resignation, removal, retirement or disqualification. 

SECTION 7. ACTION WITHOUT A MEETING. Any action required or permitted to be taken at any meeting of the Steering Committee may be taken without a meeting if the entire Steering Committee consents thereto in writing or by electronic transmission and such writing or writings or electronic transmissions are filed with the minutes of proceedings of the Steering Committee. 

ARTICLE V 

OFFICERS 

SECTION 1. OFFICERS. 

A. The officers of the SDARJ shall include a Chair, the Immediate Past Chair, a Vice Chair, a Secretary and a Treasurer. The officers of the SDARJ may also include one or more Assistant Secretaries, or Assistant Treasurers; and such other officers and agents as the Steering Committee may determine. Any number of offices may be held by the same person, except that one person may not hold both the office of Chair and the office of (a) Secretary and/or (b) Treasurer. No person shall be elected as Chair, Vice Chair, Secretary or Treasurer (a “Principal Officer”) unless such person has also been elected to the Steering Committee. 

B. The officers of the SDARJ shall have such authority and shall exercise such powers and perform such duties as may be specified in these By-Laws, and in any event each officer shall exercise such powers and perform such duties as may be required by law. 

C. All officers shall serve on or act as chair or co-chair of one or more committees or sub-committees of the SDARJ. 

SECTION 2. DUTIES OF THE CHAIR. 

A. The Chair shall preside at all meetings of the Steering Committee and of the Members of the SDARJ unless the Chair designates the Immediate Past Chair or another person to preside in his or her place. 

B. The Chair shall serve to the extent specified by the Steering Committee as the SDARJ’s official representative and spokesperson on matters of policy and positions. 

C. The Chair shall have general responsibility for the planning and agenda of each meeting of the Steering Committee and each meeting of the Members of the SDARJ. 

D. The Chair shall also be the chief executive officer of the SDARJ, have general control and supervision of the affairs and operations of the SDARJ, keep the Steering Committee fully informed about the activities of the SDARJ and see that all orders and resolutions of the Steering Committee are carried into effect. The Chair shall manage and administer the SDARJ’s business and affairs and shall also perform all duties and exercise all powers usually pertaining to the office of chief executive officer of a corporation. The Chair shall also have such other duties and powers as the Steering Committee may from time to time prescribe. 

SECTION 3. DUTIES OF THE IMMEDIATE PAST CHAIR. 

The Immediate Past Chair shall ex officio have a voting seat on the Steering Committee and shall also have the following duties: 

A. The Immediate Past Chair shall preside at meetings of the Steering Committee and of the Members of the SDARJ if so designated by the Chair or in the absence of both the Chair and the Vice Chair. 

B. The Immediate Past Chair shall re-assume the office of the Chair should a vacancy occur and there is no Vice Chair, but for the remainder of the unexpired term only. 

C. The Immediate Past Chair shall also have such other duties and powers with respect to the mission of the SDARJ as the Steering Committee may specify. 

SECTION 4. DUTIES OF THE VICE CHAIR. 

In the absence of the Chair, the duties of the Chair shall be performed and his or her powers may be exercised by the Vice Chair. The Vice Chair shall also have the duties and powers of the Treasurer if no Treasurer is elected and serving or if the Treasurer or any Assistant Treasurer is unavailable or otherwise unable to act and shall also perform such other duties and exercise such other powers as may be assigned from time to time by the Steering Committee. 

SECTION 5. DUTIES OF THE TREASURER. 

The Treasurer shall be the chief financial officer of the SDARJ and shall: 

A. have charge and supervision over and be responsible for the moneys, securities, receipts and disbursements of the SDARJ, and keep or cause to be kept full and accurate records of all receipts of the SDARJ; 

B. cause the moneys and other valuable effects of the SDARJ to be deposited in the name and to the credit of the SDARJ in such banks or trust companies or with such bankers or other depositaries as shall be determined by the Steering Committee or the Chair or by such other officers of the SDARJ as may be authorized by the Steering Committee or the Chair to make such determination; 

C. cause the moneys of the SDARJ to be disbursed (with appropriate authorization) by checks or drafts (signed by such officer or officers or such agent or agents of the SDARJ, and in such manner, as the Steering Committee or the Chair may determine from time to time) drawn upon the authorized depositaries of the SDARJ and cause to be taken and preserved proper vouchers for all moneys disbursed; 

D. render to the Steering Committee or the Chair, whenever requested, a statement of the financial condition of the SDARJ and of all his or her transactions as Treasurer, and render a full year-end financial report at the annual meeting of the Steering Committee; 

E. prepare and file all required income and corporate franchise tax returns and related reports; 

F. serve on the finance committee and fund-raising committee, if established; 

G. be empowered from time to time to require from all officers or agents of the SDARJ reports or statements giving such information as he or she may desire with respect to any and all financial transactions of the SDARJ; and 

H. have all the powers and perform all duties otherwise customarily incident to the office of treasurer, subject to the control of the Steering Committee, and in addition shall have such other powers and perform such other duties as may be specified in these By-Laws or as may be assigned to him or her from time to time by the Steering Committee or the Chair. 

SECTION 6. DUTIES OF THE SECRETARY. 

The Secretary shall: 

A. act as secretary of all meetings of the Steering Committee and of the Members of the SDARJ and shall keep a record of all meetings of the Steering Committee and of the Members of the SDARJ in the minute books of the SDARJ; 

B. cause all notices to be duly given in accordance with Applicable Laws and (unless the Steering Committee gives such responsibility to the chair of the committee responsible for communications) be responsible for seeing that all other mass mailings to Members or to the general community are made; 

C. be the custodian of the records and of the seal of the SDARJ (if one shall be adopted) and shall cause such seal (or a facsimile thereof) to be affixed to all documents and instruments that the Steering Committee or any officer of the SDARJ has determined should be executed under its seal (and when the seal is so affixed attest the same), and shall sign, together with the Chair, all contracts and grant applications of the SDARJ; 

D. properly maintain and file all books, reports, statements and other documents and records of the SDARJ required by Applicable Law; 

E. have all powers and perform all duties otherwise customarily incident to the office of secretary, subject to the control of the Steering Committee; and 

F. in addition, have such other powers and perform such other duties as may be specified in these By-Laws or as may be assigned to him or her from time to time by the Steering Committee or the Chair. 

SECTION 7. OTHER OFFICES. 

The Steering Committee may create and fill subordinate offices as it deems necessary and appropriate. The holder(s) of such office(s) shall perform such duties and exercise such powers as may be assigned from time to time by the Steering Committee or the Chair. 

SECTION 8. ELECTION OF OFFICERS. 

A. Each of the officers of the SDARJ shall be elected by the Steering Committee at its annual meeting. The Steering Committee shall give due consideration to the recommendations of the Nominating Committee as to the election of officers of the SDARJ but shall not be bound by them. 

B. Each officer shall hold office until the next succeeding annual meeting of the Steering Committee and until his or her successor has been elected and qualified or until his or her earlier death, resignation, removal or retirement. 

C. If officers are not elected at the annual meeting of the Steering Committee, officers may be elected at any regular or special meeting of the Steering Committee. 

D. New offices may be created and filled at any meeting of the Steering Committee for a term ending at the next annual meeting of the Steering Committee. 

E. Officers shall be limited to six years from the date first elected (whether or not such election was before adoption of these By-Laws) in any office, unless the Steering Committee determines that it is in the best interest of SDARJ to extend the term of an officer beyond six years. 

SECTION 9. RESIGNATION AND REMOVAL OF OFFICERS. 

A. Any officer or agent, however appointed, may be removed for or without cause at any time by a two-thirds vote of the Steering Committee. 

B. Any officer that serves on the Steering Committee shall be removed from office if he or she misses four (4) consecutive monthly meetings of the Steering Committee or meetings of the Members. 

C. Any officer may resign at any time by delivering notice of resignation, either in writing signed by such officer or by electronic transmission, to the Steering Committee or the Chair. Unless otherwise specified therein, such resignation shall take effect upon delivery. 

D. Any vacancy occurring in any office by death, resignation, removal, retirement or otherwise shall be filled for the unexpired term thereof by the Steering Committee at any meeting of the Steering Committee. 

ARTICLE VI 

COMMITTEES 

SECTION 1. ESTABLISHMENT OF COMMITTEES. 

A. In addition to the Nominating Committee, the Steering Committee may designate one or more other standing committees, each of which committees shall possess and exercise such mission, mandate, power, duties, and authority in the management of the business of the SDARJ between meetings of the Steering Committee as the Steering Committee shall determine. 

B. Each committee, unless otherwise determined by the Steering Committee, shall elect its own chair and any co-chair and the chair or co-chair of any sub-committee thereof, and determine its own rules. 

C. The chair and/or co-chair of each committee shall attend the monthly meeting of the Steering Committee and shall report monthly on all actions taken or proposed to be taken by the committee since the previous meeting, which actions or proposed actions shall be subject to revision or alteration by the Steering Committee. 

SECTION 2. NOMINATING COMMITTEE. 

A. No later than 45 days prior to the date when notice of the annual meeting of Members is proposed to be given, the Steering Committee shall select from among those then serving on the Steering Committee between three (3) and six (6) persons to serve as the Nominating Committee for the upcoming Steering Committee election. 

B. The Nominating Committee shall review and evaluate the (i) qualifications, (ii) interest in and commitment to the mission of the SDARJ, (iii) willingness to serve and (iv) ability to dedicate the necessary time of those persons suggested to it as potential candidates for election to the Steering Committee. The Nominating Committee shall nominate for election to the Steering Committee those persons that it deems most qualified and suitable. 

C. The Nominating Committee shall also make non-binding recommendations to the Steering Committee as to the election of the Principal Officers of the SDARJ. Each person recommended to serve as a Principal Officer shall then be serving an unexpired term on the Steering Committee or nominated by the Nominating Committee to be elected or re-elected to the Steering Committee at the next annual meeting of Members. 

D. The Nominating Committee shall deliver its Steering Committee nominations and recommendations as to Principal Officers to the Steering Committee no later than 15 days prior to the date when notice of the annual meeting of Members is proposed to be given. 

SECTION 3. PROHIBITED ACTIONS. No committee shall have authority to authorize or take any of the following actions, all of which are reserved for the Steering Committee: 

1. Make, alter, or repeal any By-Law of the SDARJ. 

2. Amend or repeal any resolution previously adopted by the Steering Committee. 

3. Represent, publicly speak, or write to public officials on behalf of SDARJ without previous consultation and approval of the Steering Committee or the Chair. 

4. Take any action beyond its mission, mandate, power, duties or authority as set forth in these By-Laws or determined by the Steering Committee. 

ARTICLE VII 

IRC 501(C) (3) TAX EXEMPTION PROVISIONS 

SECTION 1. LIMITATIONS ON ACTIVITIES. 

A. No substantial part of the activities of the SDARJ shall be attempting to influence legislation, except that the SDARJ may engage in such activities to a greater extent as permitted by and pursuant to an election made under Section 501(h) of the Internal Revenue Code. 

B. The SDARJ shall not participate in any partisan political campaign on behalf of or in opposition to any candidate for public office. 

ARTICLE VIII 

MISCELLANEOUS 

SECTION 1. GRANTS, PROPOSALS, AND CONTRACT AUTHORITY. 

A. The officers of SDARJ may authorize any officer(s) to make, enter into, execute, and deliver any grant, contract, or other instrument in the name of and on behalf of the SDARJ and such authority may be general or confined to specific instances. 

B. Unless authorized to do so by these By-Laws or the entire Steering Committee, no officer shall have any power or authority to bind the SDARJ by any grant, contract, or engagement or to pledge its credit or otherwise to render it liable for any purpose or in any amount. 

C. Any contract or transaction in which a person serving on the Steering Committee is interested must be approved by the Steering Committee acting in good faith through the affirmative vote of a majority of the disinterested members of the Steering Committee (being not less than two members) in addition to any vote required by Applicable Law or any more stringent conflict of interest policy that may be adopted by the Steering Committee. Such contract or transaction may also be approved by a special committee made up of at least three disinterested Steering Committee members Disclosure shall be made to the Steering Committee or such special committee of all material facts as to the Steering Committee member’s relationship to or interest in the contract or transaction and as to the nature of the contract or transaction. The fact that an interested Steering Committee member participated in meetings discussing or approving any such contract or transaction shall not make the approval void or voidable. 

SECTION 2. OWNERSHIP OF WORK PRODUCT. All program, workshop or other similar materials (whether written, in audio and/or video form or in some other media) created by any person or committee acting on behalf, under the sponsorship, or in furtherance of the objectives, of the SDARJ shall be and always remain the sole and exclusive property of SDARJ. Any use of such materials by anyone other than SDARJ or for a purpose other than that for which they were originally created shall require the consent of SDARJ, which may be granted only by the Chair or the Steering Committee.

SECTION 3. BY-LAW AMENDMENTS. These By-Laws may be amended, repealed or replaced only by action of the Members taken in accordance with Article III. 

ARTICLE IX 

INDEMNIFICATION 

SECTION 1. GENERAL RIGHT TO INDEMNIFICATION. The SDARJ shall indemnify all current and former Steering Committee members, officers and agents of the SDARJ to the full extent permitted and/or required by Delaware statutes governing nonprofit corporations as they may from time-to-time be amended. Indemnification shall include expenses incurred by the person in the defense of any action, suit or proceeding in which the person is made a party by reason of serving or having served on the Steering Committee or as an officer or agent of the SDARJ, except in relation to matters as to which the person shall be adjudged in such action, suit or proceeding to be liable criminally or grossly negligent in the performance of a duty. 

SECTION 2. IMPLEMENTATION. The Steering Committee shall have the authority to implement the provisions of this Article and to impose reasonable conditions upon the right to such indemnification. 

SECTION 3. OTHER POWERS. This Article shall not be deemed to limit any power of the SDARJ or the Steering Committee to provide indemnity to any other person for claims made against them in connection with their service to the SDARJ. 

ARTICLE X 

DISSOLUTION 

SECTION 1. AUTHORIZATION. The Steering Committee may authorize dissolution of the SDARJ by a resolution adopted by a two-thirds (2/3) vote of those then serving on the Steering Committee. Written notice of the proposed dissolution shall be provided to the Members of the SDARJ entitled to vote thereon at least thirty (30) days prior to the date of the meeting at which such Members are to vote on the proposed dissolution. 

SECTION 2. DISPOSITION OF ASSETS. In the event of dissolution, the Steering Committee shall dispose of all net assets of the SDARJ exclusively to such organization(s) organized and operated exclusively for charitable or educational purposes as shall at the time qualify as exempt organization(s) under Section 501(c)(3) of the Internal Revenue Code. Any remaining assets not disposed of by 

the Steering Committee shall be disposed of by order of a court in the jurisdiction in which the principal office of the SDARJ is then located, exclusively for such purposes or to such an organization or organizations.