Climate Justice Alliance

“The two categories of members are:(1) Grassroots, base building members(2) General members The significance of the two member categories is relevant for the following purposes:75% of board seats are reserved for candidates who are affiliated with and nominated by a grassroots, base building members (Bylaws Section 2.2)51% of members of the organization must be grassroots, base building members at all times (Bylaws Section 5.5)Action or Decision requirements for membership meetings require that every act or decision supported by a simple majority of all members eligible to vote of which at least fifty-one percent (51%) casting a vote are base-building organizations.(Bylaws Section 6.6)Member organizations has the power to cast one vote to:a) Elect Board directors (a.k.a. board members) - election of a candidate requires that at least 2/3 of members cast a ballot for that member via ranked choice voting (Bylaws Section 6.2, see also generally Bylaws Article 2 for qualification and requirements related to the board and board candidates)Approval of admission of new members based on nomination by the board (except that the board can temporarily admit new members in between member meetings pursuant to Bylaws Section 5.3 (b))b) Remove of directors (Bylaws Section 2.17 (d); note that other parts of Section 2.17 allow the board to declare a board seat vacant in certain circumstances such as if a director misses 3 meetings in a row, etc. but only members have broad power to remove a director absent specific circumstances)c) Approve of strategic plans proposed by the board (Bylaws Section 5.1 (f))d) Approve of any proposed dissolution of the corporation (Bylaws Article 12)e) Approve of amendments to the articles of incorporation (its extremely rare for a nonprofit corporation to amend its Articles so this likely wont come up unless the organization decides to radically alter its purposes) (Bylaws Section 11.2)f) Approve of any changes to the bylaws which would materially affect members rights, such as member voting rights or changes to the number of board members (Bylaws Section 5.1 (f))g) Adopt other changes to the Bylaws (Bylaws Section 11.1; note that the board is also empowered to make some amendments to the bylaws without member approval if the change doesnt affect members voting rights, but members have the power to propose and approve amendments to the bylaws generally also)Each member organization must delegate one of its employees, volunteers, etc. to represent them at CJA meetings and in CJA elections - at least one regular membership meeting has to be held every year.A quorum shall consist of a two-thirds (2/3) majority of the voting members of the corporation (Bylaws Section 6.5)Voting at meetings on matters such as approval of strategic plans, admission of new members, or other decisions other than electing directors occurs by voice or hand vote (Bylaws Section 6.7). Election of directors is by written ballot (Bylaws Section 6.7)”

“The Board receives the 990 via email before filing.”

“SECTION 10.3. CONFLICT OF INTEREST AVOIDANCE PROCEDURES(a) Duty to Disclose.In connection with any actual or possible conflict of interest, an interested person mustdisclose the existence of the financial interest and be given the opportunity to discloseall material facts to the directors and members of committees with governing powersconsidering the proposed transaction or arrangement.(b) Determining Whether a Conflict of Interest Exists.After disclosure of the financial interest and all material facts, and after any discussionwith the interested person, they shall leave the governing board or committee meetingwhile the determination of a conflict of interest is discussed and voted upon. Theremaining board or committee members shall decide if a conflict of interest exists.(c) Procedures for Addressing the Conflict of Interest.(i) An interested person may make a presentation at the governing board or committeemeeting regarding the transaction, but after the presentation, they shall, at the requestof the board or committee, leave the meeting during the discussion of the matter. Theinterested person shall not cast a vote on the transaction or arrangement involving thepossible conflict of interest.(ii) The chairperson(s) of the governing board or committee shall, if appropriate, appointa disinterested person or committee to investigate alternatives to the proposedtransaction or arrangement.(iii) After exercising due diligence, the governing board or committee shall determinewhether the corporation can obtain with reasonable efforts a more advantageoustransaction or arrangement from a person or entity that would not give rise to a conflictof interest.(iv) If a more advantageous transaction or arrangement is not reasonably possibleunder circumstances not producing a conflict of interest, then the disinterestedmembers of the governing board or committee shall determine whether the transactionor arrangement is in the corporations best interest, for its own benefit, and whether itis fair and reasonable. In conformity with the above determination, it shall make itsdecision as to whether to enter into the transaction or arrangement.(d) Violations of the Conflicts of Interest Policy.(i) If the governing board or committee has reasonable cause to believe a member hasfailed to disclose actual or possible conflicts of interest, it shall inform the member ofthe basis for such belief and afford the member an opportunity to explain the allegedfailure to disclose.(ii) If, after hearing the members response and after making further investigation aswarranted by the circumstances, the governing board or committee determines themember has failed to disclose an actual or possible conflict of interest, it shall takeappropriate disciplinary and corrective action.”

“A joint staff and Board Committee supported by a consultant and using comparability data developed the CJA compensation protocol and salary tiers for the organization in 2020, which determine the compensation for all staff including the Executive Director.”

“A joint staff and Board Committee supported by a consultant and using comparability data developed the CJA compensation protocol and salary tiers for the organization in 2020, which determine the compensation for all staff including the Executive Director.”

“No documents available to the public.”

“OTHER PROGRAM SERVICES 4: Launched Communicating Our Power project to support growth of communications capacity to tell the story of Just Transition at 20 member and affiliated organizations.”