AMENDED AND RESTATED BYLAWS OF
RESTORE GEORGIA, INC.
Pursuant to Article XI of the Bylaws dated September 4. 2020, these Amended and Restated Bylaws were adopted by the majority (two-thirds) of the directors of the Corporation at the board meeting held on November 14, 2022.
Section 1: Name
The name of this organization is Restore Georgia, Inc.
Section 2: Operating Principle
Restore Georgia is a civil rights/criminal justice reform advocacy organization, focusing on the unfair punishment and denial of civil liberties of individuals impacted by Georgia’s sex offense laws and who may be forced to register with the state’s “sexual offender” registry.
MISSION AND ROLES
Section 1: Mission and Visionary Statement
Our mission is to serve as a collective voice for those impacted by sexual offense laws in the State of Georgia.
We envision a Georgia where someone who has committed a sexual offense is allowed to be rehabilitated and reintegrated back into their community, free from undue stigma and discrimination. Restore Georgia believes that public registration policies are failing in their stated goal of keeping people safe from sexual victimization. The resulting ostracizing and stigmatizing of registrants negatively affects the registrants, their families, including their children. At the same time this has created a false sense of security in the minds of the public. Studies have shown this not effective in the goal of increasing public safety.
Section 2: Primary Roles
Restore Georgia is a grass-roots, all-volunteer, non-profit organization committed to educating the public, state legislators, attorneys, judges, and the community about the ineffectiveness of Georgia’s public sex offender registry system. We seek to promote laws that are supported by substantial research to be effective in promoting public safety and that are grounded in both the Georgia and U.S. Constitutions. The role of Restore Georgia is to be informative and supportive to the person on the registry, their families and friends, as well as the community as a whole. Its major responsibilities include the following:
- Advocate change and work diligently to influence positive changes to the justice system.
- Educate the public, the Legislature, and Supervision Authorities, on the facts versus the myths concerning the registry and its effects on the community as a whole.
- Advise registered persons and their families about recent legislative changes and available resources.
- Establish best practices for registered persons to use when seeking employment, housing, or petitioning for judicial relief.
- Cooperating with the National Association of Rational Sex Offense Laws (NARSOL) to effect changes.
Section 1: General Membership Composition
Restore Georgia is a membership organization where its members (individuals or organizations) help support the organization. Whereas general members support the organization’s mission, goals, events, programs and advocacy, the Board Directors are responsible for guiding the strategic direction and legal governance of the organization, ensuring it remains in compliance with local, state, and federal laws. Board Directors are expected to be general members. Membership dues are paid annually.
Community advocates, registered persons and their families as well as interested members of the community may become members of Restore Georgia. Any interested person or organization may become a general member upon payment of annual membership dues and continued compliance with the code of conduct as defined in Section 3. The board reserves the right to deny or revoke membership to anyone it deems to be in opposition to the mission or visionary statement of the organization.
Section 2: General Membership Rights
All general members in good standing shall have the following rights and benefits:
- Attendance to monthly board meetings
- Be on Restore Georgia Board Committees;
- May contribute to and vote on certain matters that the Board of Directors chooses to submit to the membership for affirmation that relate to the community such as events, fundraisers and support groups. These matters do not include voting on amendments to bylaws, elections of Board of Directors, management related issues that are the responsibility of the Executive Director or Human Resources such as hiring, firing and any other human resource related issues, including salaries.
- Early access and/or special pricing to event tickets, workshops, classes, or community-building activities
- A badge or logo that can be displayed on the individual’s or organization’s social media pages or websites
Section 3: Code of Conduct (General, Board & Advisory Board Membership and Board Committees)
Members of Restore Georgia are expected to adhere by the following objectives and standards of conduct:
- Support the stated objectives of Restore Georgia;
- Observe all federal, state, and local laws;
- Not affiliate with or publicly support any group that promotes sexual relations between adults and anyone below the age of consent;
- Preserve and protect the confidences and privileged communications of Restore Georgia and its members;
- Shall not correspond with any elected official, supervising authority, or governing body using the Restore Georgia name without the expressed written consent of the Board of Directors; and
- Shall not take any actions that are deemed by the Board of Directors as unfavorable or detrimental to the organization or members.
Section 1: Board of Directors
Subject to the provisions of the laws of the state of Georgia and any limitations in the articles of incorporation and these bylaws relating to action required or permitted to be taken or approved by the members of this organization, if any, the activities and affairs of this organization shall be conducted and all corporate powers shall be exercised by or under the direction of the Board of Directors.
The Board shall have up to seven but not fewer than three members to be decided by the board directors at the annual meeting. The board must not have a majority of unrelated members. Board members shall have their status confirmed each year at the annual meeting.
The Board shall conduct meetings no less than four times per calendar year at an agreed upon time and place.
- Terms & Limits
Board terms and limits are in place to avoid having all terms expiring at the same time, to maintain balance of continuity and turnover, to support the recruiting of fresh faces and improve group dynamics, to provide a respectful and efficient mechanism for the exit of those who no longer wish to serve as well as those who are ineffective and unproductive.
- Terms- Board terms are staggering and overlapping at 1 year, 2 year, 3 year or 5 year terms.
- Limits- In any combination of terms, Board directors can not serve more than 6 consecutive years on the board of directors without a “break” from the board. After a year off the board, an individual can once again be nominated and elected to the board.
- Board Member Qualifications & Duties
All members of the Board of Directors must:
- be general members in good standing;
- be at least 18 and resident of any U.S. state.
- be properly nominated and confirmed by majority of the general membership;
- have attended at least one board meeting as a general member
- not be absent from more than two consecutive board meetings without prior notification; and
- not be absent from more than three board meetings in a calendar year.
The general duties of Board members include, but are not limited to:
- Provide a strategic direction and sound, ethical and legal governance of the organization, improving the organization’s strategic focus and effectiveness
- Have fiduciary responsibilities, including duty of care (participate actively in governance and oversight of the organization’s activities), duty of obedience (work to ensure that the organization complies with applicable laws and regulations, acts in accordance with its own policies, and carries out its mission appropriately) and duty of loyalty (act in the best interest of the organization at all times)
- Shape the organization’s culture
- Serve on at least one committee
- Fundraise, attend fundraising events, use their networks to gain donors or members, contribute their own funds to the organization and seek grants to support the organization’s mission and programs
- Advocate for the organization
- Recruit, hire, supervise, retain, evaluate and set compensation for the Executive Director.
- Establish and adopt policies that govern the organization, to guide its own actions and the actions of the manager, including policies that address conflict, financial transparency, harassment, ethics and behavioral conduct.
- Serve as a fiduciary or legal advisor to protect the organization’s assets and member’s interest in order.
- Monitor and control the auditing process by making sure the audit is done in a timely manner each year and for hiring the auditor.
- Board Officers (Executive Committee)
Each Officer shall be nominated from among current board members and elected by the Board of Directors who are in good standing. Officers are subject to all qualification requirements and responsibilities of a Board member with additional responsibilities to include:
- a) Chair or President. The responsibility of the Chair or President is to organize State-Wide meetings, Board of Directors meetings, prepare and distribute the respective agendas to board members and the general membership. Additionally, the Chair or President shall be responsible for the appointment of all committee chairs and has the authority to attend all committee and subcommittee meetings.
- b) Vice Chair or Vice President. The Vice Chair or Vice President will serve in the capacity as the Chair or President in the absence of the Chair or President. The Vice Chair or Vice President shall serve as the liaison between committee chairs and the Board of Directors. The Vice Chair or Vice President shall have and perform such other duties as may be prescribed by the Chair or President.
- c) Secretary: The Secretary is responsible for: keeping minutes of all meetings as well as an accurate membership roster including attendance at meetings; assisting the Chair or President and the Vice Chair or Vice President in meeting setup, facilitation, order, parliamentary procedure, or timekeeping as may be required; and the facilitation of all inbound and outbound communications for the organization.
- d) Treasurer: The Treasurer shall oversee the development and observation of the organization’s financial policies; inform the Board of key financial reports to include maintaining an account of dues and contributions, as well as, expenses incurred, chair the Finance committee and with it propose the annual budget and financial reports; File Form 990 with the IRS, apply for (and renew) the charities divisions application and submit registration with the State of Georgia on an annual basis.
Section 2: Advisory Board
An advisory board may be established to advise Restore Georgia. The advisory board may be composed of an uneven number of individuals to be at least 3 but no more than 11. Advisory board members do not have to be residents of Georgia. Any member of the Board of Directors or Advisory Board may nominate a member for consideration to the Advisory Board. Advisory Board members are welcome to attend board meetings, membership meetings, and any official meeting of the organization. However, the attendance of advisory board members at board meetings do not contribute to the quorum needed to conduct official business of the board of directors. Nominations to the advisory board shall be approved by a majority vote of the Board of Directors.
It is ideal, but not required, for the Advisory Board to include one (1) or more of the following community stakeholders:
- One Member of the Association For The Treatment & Prevention Of Sexual Abuse;
- One member of the Georgia Senate;
- One member of the Georgia House of Representatives;
- The immediate past Executive Director of Restore Georgia;
- One Registered Citizen;
- One family member or loved one of a registered citizen;
- A representative of a community organization or agency that does not excluded registered citizens from its services;
- Community members
- and/or one member to be determined by the Executive Director or Board Chair
Section 3: Board Committees
Committees may be formed as needed to accomplish the work of Restore Georgia and shall be initially appointed by the Board Chair or President from among the Board membership or the general membership. The Committee Chairperson will convene and preside over committee meetings and report back to the Board Chair or President on the status of the work to be accomplished by the committee. Thereafter, the chair shall be chosen by the committee membership. Standing Committees are those committees that require long-term efforts (more than one year) to accomplish the work of Restore Georgia. Ad Hoc Committees and Task Forces may be formed to accomplish more time-limited goals or projects (less than one year). In addition, Restore Georgia will strive to include and prioritize registered individuals, or those who were previously on the registry, and family members and loved ones of registered individuals into the composition of the committees.
Section 4: Resignation, Removal & Procedure
a.) Resignation- Resignations are effective upon receipt by the Board Chair or President or Board Secretary of a written, emailed, faxed or phone notification.
b.) Removal- Removal of a board director, and advisory board member or board committee member can be for various reasons ranging from removing an individual temporarily to allow them to address personal issues to immediately removing them due to more severe and detrimental reasons. Once a nomination and reasoning has been received to remove a board director, an advisory board member and/or a board committee member, The Board must have a majority to pass. Individuals nominated for removal are to be given notice and a reasonable opportunity to respond. Below are the ways board, advisory and committee members are recommended to be removed:
- Personal Intervention and/or Leave of Absence– When an individual has failed to attend regular meetings, respond to emails or other attempts to communicate, hasn’t attended organizational events or contributed financially to the organization, the board chair is to contact that individual to request an informal meeting (in person, via telephone or video conference) to attempt to find out why the individual hasn’t been active, to offer support, request that they take a leave of absence to address any personal matters or request that they resign from the board at the end of their term or immediately, if that is the best option for the effectiveness of the board.
- Immediate Removal– In some cases, a conflict of interest, unethical behavior, consistently disrupting meetings, is destructive and demoralizing or prevents the board, advisory board or committee from functioning effectively and may be grounds to immediately remove an individual from the board, the advisory board or board committee in which a vote can be taken at any regular or emergency board meeting. A majority vote is needed to pass.
Reasons for immediate removal:
- Failing to meet fiduciary responsibilities, including duty of care, duty of obedience and duty of loyalty
- Disclosing confidential organization or constituent information
- Unethical financial actions to include, but are not limited to, misappropriating funds, embezzling, using Restore Georgia funds without authorization, soliciting Restore Georgia donors for personal financial gain, for non Restore Georgia fundraising or in the name of Restore Georgia for non Restore Georgia matters.
- Having regularly displayed behavior that is disagreeable and contentious by nature which includes but is not limited to, naysays everything, sets a negative tone for the meeting, verbally abusive or argumentative to those who may oppose their motions or have a difference of opinion, uses intimidating behavior or display threatening behavior, gestures or body language to sway or intimidate members votes or other actions.
- Is physically assaultive or aggressive
- Repeatedly makes disrespectful comments or acts inappropriately with other board members, donors, constituents or other stakeholders.
- Procedure The procedure for removal of a Board Director, Advisory Board Member or Board Committee member is as follows:
- The Board shall hear the nomination and reason for removal.
- If the individual has not committed an offense that calls for immediate removal, the board Chair or President is to contact them to request an informal meeting to get clarity and their response.
- If the individual does not respond timely or accordingly or becomes aggressive with being requested to meet with the Board Chair or President, the Board can proceed with voting to remove the individual.
- If the individual expresses that they no longer desire to be on the board, they are to be asked to resign. If they fail to resign, the Board can proceed with voting to remove the individual.
- If the individual has expressed they have not been able to be active due to starting a new job, becoming unemployed or having a personal or health matter but still want to be a board member, the Board Chair or President can request that they take a 3 month or 6 month leave of absence. If they have experienced the aforementioned but can no longer commit to the board, they are to be asked to resign. If they fail to resign, the Board can proceed with voting to remove the individual.
- If the individual has committed an offense that calls for immediate removal, the board Chair or President is to contact them to request an informal meeting. The Board must have a majority to pass.
Section 6: Vacancies
Vacancies to the board of directors and the advisory board existing by reason of resignation, death, incapacity, or removal before the expiration of a term shall be designated as vacant by the Board Chair or President and filled by way of nomination and elections of the whole board of directors. Vacancies to a board committee existing by reason of resignation, death, incapacity, or removal before the expiration of a term shall be designated as vacant and filled by the Board Chair or President.
Section 1: Meetings
Restore Georgia statewide membership meetings shall meet a minimum of four times annually. The Restore Georgia Board shall meet monthly. The Restore Georgia Advisory Board may meet a minimum of twice annually. This schedule may be modified by the Board Chair or President. The Board Chair or President will ensure that the members are provided with a meeting agenda and any subsequent changes to the meeting schedule. The Advisory Board may not vote on any suggested changes to the by-laws or voted upon amendments of Restore Georgia. At the Advisory Board’s second meeting, it will review and provide suggestions, edits, or best practices regarding any annual report submitted by the Officers. Board committees may meet at their own discretion as it relates to the needs and timeline of their goal or project.
Section 2: Operation of Meetings
Restore Georgia’s business may be conducted by the modified version of Robert’s Rules of Order.
Section 1: Meetings where a vote is held
- Notice: All notices of meetings shall be sent not less than ten (10) nor more than thirty (30) days before the date of the meeting to each member entitled to vote at such meeting.
- Quorum: A quorum shall consist of a majority of the total number of voting members. Unless otherwise stated in these Bylaws, all actions shall be by majority vote of those present at a meeting at which a quorum is present. Members may NOT vote by proxy.
Section 2: Elections
- Board officers shall be elected at the 1st Quarter meeting.
- Nominations may be made from any board director during the 4th Quarter meeting, provided consent has been obtained from the nominee.
- Elections may be held in person, via virtual video or phone conference or by email.
- With the exception when there is only one nominee for an office and votes may be by voice vote, votes may be taken and considered by paper ballot, by the showing of physical hands or virtual hands via the raised hand function of a video conference, by verbally saying ‘yes’ or ‘no’ in a face-to-face in person or virtual video meeting, by typing ‘yes’ or ‘no’ in the chat of a video conference, by saying ‘yes’ or ‘no’ in over the telephone, by using a board voting software or by unanimous written consent.
Section 1: Amendment Procedure
The bylaws of Restore Georgia may be amended by a positive vote of the majority of the board of directors of Restore Georgia. Revision of by-laws requires a submission and review period of no more than 30 days to the board of directors. Changes to Bylaws shall be effective immediately upon a positive majority vote by the board of directors unless otherwise specified.