Spitfire Club

“ARTICLE I - Board of Directors: Original Section 1b was deleted, removing requirements on a director's age, citizenship, and residency. New Section 1b states that the Executive Director serves as an ex officio director, that the board may appoint up to two more ex officio directors, and that no ex officio director may vote in board matters. Section 2a was amended to alter a director's term from two years to three years. Section 7 removes the option of notifying directors of a meeting by mail and revises to notifying directors of a meeting through electronic communication. Section 7 also states that notice of a meeting must be given seven days in advance, rather than two days. Section 10 states that board business may be decided by a majority vote in meetings where there is a quorum, rather than a two-thirds majority vote. Section 12 has been revised to state the Board of Directors will maintain a standing executive committee composed of the Chair, Vice Chair, Secretary, and Treasurer. ARTICLE II - Officers: Section 2 was revised to include officer terms and term limits. The bylaw now states that officers serve for a period of three years and until a successor has been elected or appointed, and that any officer may serve no more than three consecutive terms in the same office. The policy also states that a majority vote of the board can remove an officer from their position, revised from a two-thirds majority vote. Section 3 revises all mention of the "President" to say "Executive Director". The original Section 4 was deleted, eliminating the officer role of "President," transferring the responsibilities of this role to the Executive Director in new Section 8 (more below). The new Section 3 creates the officer role of "Vice Chair." Section 3 states "The Vice Chair shall, in the absence of the Chair, preside at all meetings of the Directors of the Organization and of the Executive Committee." New Section 8 creates the role of Executive Director, states that the Executive Director acts as Chief Executive Officer of the organization, and serves as an ex officio member of the board, without voting rights. The responsibilities of the Executive Director reflect the original description of the President in former Section 4. ARTICLE V - Miscellaneous: Section 2 is revised to state that Directors do not receive compensation except in the case of "reasonable advancement or reimbursement of expenses incurred in the performance of their duties." The policy states that officers appointed by the board "may receive compensation as shall be authorized by the Board of Directors." NEW ARTICLE VI - Amendment: States that "Any provision of these Bylaws may be added to or amended or repealed by the Board of Directors at any meeting of the Board of Directors, upon the vote of at least a two-thirds majority of all directors; provided, however, that any amendment which changes any quorum requirement or the vote required by any provision of these Bylaws shall require a unanimous vote of all Directors."”

“The Spitfire Club's Executive Director completed the 990 with oversight and counsel from the organization's Treasurer. The Spitfire Club Board received a draft of the 990 ahead of its official meeting. During this meeting, the 990 was discussed and approved. The Executive Director submitted the approved 990 and circulated a copy of this document to the Board of Directors.”

“While the Board of Directors did make a number of decisions on behalf of the organization, there were no potential conflicts and therefore the Conflict of Interest policy did not require enforcement.”

“The Chair and Vice Chair of the Spitfire Club Board of Directors review the Executive Director's performance annually. In 2022, the Executive Director served in a voluntary capacity. The Board allocated funding to the Executive Director's compensation in the budget for the 2023 fiscal year. Directors serve in a voluntary capacity and therefore do not require independent review of their compensation. The Executive Director oversees staff evaluation and compensation, bound by the annual budget, which is adopted by the Board.”

“The organization's governing documents, conflict of interest policy, and financial statements are available upon request.”

“The Spitfire Club initiated two new pilot programs that complement the organization's mission in 2022. The first is a small-group mentorship pilot, where volunteers from the community read with and mentored groups of four to five Spitfire Club participants from one cohort of fourth and fifth graders. The second new program tested a licensed distribution model that buildt the organization's capacity to share curriculum and materials with outside agencies (libraries, schools, etc), who implement Spitfire Club programming independent of Spitfire Club staff facilitation.”

“In 2022, The Spitfire Club returned to its original in-person program model and ceased offering live online programming via Zoom. In response to the COVID-19 pandemic, Spitfire enrolled 117 unique participants in online programming and equipped each participant with all materials needed in order to participate, as well as new books to keep for their home libraries, beginning in June of 2020 and concluding in December of 2021.”