DRAFT 5/15/03 Proposed for Adoption 7/03
Proposed additions are underlined and/or red ; proposed deletions are light blue .
ARTICLE I - NAME
The name of this corporation shall be "Northern Berkshire United Way, Inc."
ARTICLE II - PURPOSES
Section 1. Mission:
NBUW's mission is to improve individual and family well-being in the communities served.
While helping sustain a safety net of remedial social services, strong emphasis will be placed on prevention and development programs: education, life skills, family and neighborhood functionality, recreation, the economy, worker productivity, natural and built environments, and others.
Section 2. Organization:
Northern Berkshire United Way (NBUW) is a private, non-profit [ volunteer ] organization [ dedicated to uniting the entire community in support of a broad spectrum of individual agency programs that provide human services vital to the people of the region. NBUW serves as a central fund-raising body for human service programs in member agencies; serves as a community-wide forum for identifying the needs for human services; acts as a central instrument through which the whole community can both support and make use of the agencies that perform these services; and provides an effective voice for ensuring that these services are performed according to high standards of quality, efficiency and economy.
This corporation recognizes that the need for planning for social welfare within the communities in Northern Berkshire County stems from the wants and desires of all citizens, and that all interests and elements of the region have a right and a responsibility to participate toward this end. To carry out the purposes stated in this Article, this corporation is ] established as a voluntary association of public and private family, health service, and youth development agencies, individuals and representatives of the general public. In fulfilling its purposes, the corporation takes particular care to reflect the best interests and needs, not only of the region it is serving, but of the individual communities which band together to form this corporation.
Section 3. The specific functions of this corporation are to:
A. Gather funds through annual fund raising campaigns, grant writing, and planned giving.
B. Support appropriate programs and agencies whose purposes are consistent with NBUW’s Mission (Article II, Section1) through allocation and granting of funds and through strategic and tactical advice.
C. Gather and analyze information about community well-being and progress.
D. Facilitate development of a shared vision of community well-being, and assure broad awareness of the current situation and good work relative to this vision .
ARTICLE III - MEMBERSHIP
There shall be two types of membership in this corporation: agency members and individual members. Each is entitled to vote at the annual meeting.
A. Any agency which is accepted as a participating member of this corporation, and which in turn accepts the conditions of such membership as outlined elsewhere in these by-laws is thereby an Agency Member, and is eligible to cast one vote at the annual meeting.
B. Any individual who contributes funds or volunteer time to the Northern Berkshire United Way and who is a resident of any of the communities served by this corporation, or is a member or employee of any contributing organization, corporation, business, or institution located in any such community, is thereby an individual member of this corporation, entitled to cast one vote at the annual meeting.
C. The Annual Meeting shall be held in April or May. Quorum shall consist of attendance by 50% or more of the current Directors of the Corporation.
ARTICLE IV - BOARD OF DIRECTORS
Section I.
The management and administration of the affairs of this organization shall be by a Board of Directors, consisting of not more than twenty-seven persons, one-third of whom normally shall be elected for a term of three years at each annual meeting. No person may serve as a director who is an employee of a member agency unless nomination of such person is approved by a two-thirds vote of those present at a scheduled meeting of the Board of Directors with at least 14 days prior notice.
Old Section 2 moved to Article VI
Section 2. Duties of the Board of Directors:
A. To manage the affairs of this organization;
B. To adopt such policies and procedures for the operation of this organization as may be consistent with these by-laws and designed to carry out the purposes of this organization;
C. To adopt/amend annually prior to launching the annual campaign a statement of community vision and priorities.
D. To appoint such committees as it may deem expedient for the carrying out of the purposes of this organization;
E. To arrange for the raising of funds;
F. To control the distribution of funds collected;
G. To employ such persons as it may deem necessary for the successful prosecution of the purposes of this organization;
H. To prepare an annual report of the corporation's activities.
Section 3.
A quorum of the Board of Directors shall consist of one-third of its members.
Section 4.
The Board of Directors shall meet regularly, and not fewer than eight times each year.
Section 5.
Each member of the Board shall actively serve on at least one Board committee as outlined in these by-laws.
Section 6. Suspension or Removal:
A director may be suspended or removed by a majority vote of the Board of Directors at any meeting called for such purpose or at any regular meeting of the Board. A director may be removed only for good cause and only after notice and an opportunity to be heard. Good cause shall include but not be limited to, a director's absence without notice of inability to attend three (3) regular board meetings during the year between annual meetings.
ARTICLE V - BOARD DEVELOPMENT COMMITTEE
Section 1. General
In May of each year, the President, with notice to the Board of Directors shall appoint from members of the Board a Chair for the Board Development Committee. Not later than early June each year, the Chair will consult with the Executive Committee regarding possible Committee members and at the June Board meeting will announce a Committee consisting of seven (7) members including the chair. Four (4), members must be Directors and three (3) are not to be members of the Board. Meetings will be called by the Chair who will prepare agendas, take minutes, and report on committee activity at board meetings.
Section 2 . Specific Responsibilities
A. The Board Development Committee will serve as the Nominating Committee for new Board members and officers . Board Development may propose the designation of one or more board seats for educational institution/student representatives (one seat per institution approved by the NBUW Board). These will be called "Institutional Seats." The principal or (for colleges) dean of students will nominate a student at least 45 days prior to the NBUW annual meeting, and this nomination will be endorsed prior to the annual meeting and passed on to the Nominating Committee by the superintendent or president (colleges) of the institution. The elected student(s) will serve from the first meeting after the annual meeting until the following annual meeting. It shall be the duty of the Board Development Committee to review prospective Institutional Seats, Board Members, and officer nominees with the Executive Committee at their regularly scheduled meetings and to present a final slate at NBUW's annual meeting. The Committee will present nominations that are broadly representative of the Northern Berkshire community served by this Corporation.
B. The Committee will work closely with the President to train the Board on specific skills and information that will enhance the members' abilities to be effective in their responsibilities and leadership roles. These trainings may be included as part of regular Board meetings or special sessions, and they may be offered by staff, volunteers, or professional consultants. Schedules and costs must be approved in advance by the President or Executive Committee. As part of this training responsibility, the Committee will assure that each new board member is assigned a mentor from the ranks of veteran board members and that there is a special orientation program offered annually shortly after the election of new directors.
ARTICLE VI - OFFICERS & EXECUTIVE DIRECTOR
Section 1.
The officers of this corporation shall be elected annually, from the board, for terms of one year, at the annual meeting of the corporation. No officer shall serve in a given office for more than two successive one-year terms with the exception of the Treasurer.
The Officers will be: President, First Vice President who shall succeed the President, Vice President for Finance, Vice President for Agency Relations and Annual Allocations, Vice President for Community Needs and Special Grants, Vice President for Campaign , Assistant Vice President for Campaign, who shall succeed the Vice-president for campaign, and Treasurer.
Section 2. The Board of Directors is empowered, and shall act promptly, to fill any vacancies, which may occur. The Board shall fill Director openings with nominations from the floor of a regularly scheduled board meeting and closed ballot voting by attendees. The highest vote getter(s) will be asked to serve as interim director(s) until the time of the next annual meeting.
If there shall be vacancies among the officer positions, a similar process will be used, but nominations can only be made by the Executive Committee after a regularly scheduled meeting at which this item was on the agenda .
Section 3. The duties of the officers shall be:
A. President - To preside at all meetings of the members, and the Board of Directors; to call special meetings whenever he/she deems it necessary; appoint such committees and chairs of same as required, gaining Executive Committee endorsement as appropriate; to serve as an ex--officio member of all committees, and to carry out such other duties as usually pertain to his/her office. Play a lead role in developing cost-effective collaborations (such as resource sharing) with other agencies.
B. First Vice-President - To perform the duties of the President in the event of his/her absence, resignation, or inability to perform his/her duties, to serve as chair of the Personnel Committee as outlined in these by-laws, and to serve as Co-Chair of the Marketing/PR Committee.
C. Vice Presidents - To direct and oversee the operations of the division which they individually are elected to represent; to appoint all committees within their divisions unless otherwise directed and at their discretion to sit as ex-officio member thereof; to report regularly to the Board of Directors on operations of their divisions; and to ensure that activities of their division are coordinated closely with, and act to support, the other divisions.
D. Assistant Vice President for Campaign - To work closely with and assist the Vice President of the Campaign Division in all relevant campaign duties, and in the Vice President's absence, to carry out those duties. Recruit volunteers for events/award processes and oversee/participate in organizing all NBUW events (, awards, and PR activities) in concert with these volunteers and with staff.
D. Treasurer - Act as a member of the Finance Committee. Have custody of all funds of the organization and to give bonds with approved surety for the faithful performance of his/her duties, in such amounts as shall be fixed by the Board of Directors. Cost of such bond shall be borne by this organization. Be a signer of checks and loan transactions as needed (see Fiscal Policies, p. 13). Review/approve monthly bank statements and internally prepared financial statements.
E . Committee Chairs - The appointment of Committee chairs is the responsibility variously of the Division Vice-presidents, the Executive Committee, and the Board President. The Committee chairs should be appointed on the schedules and with processes as stipulated in these By-laws, and the Committee chairs should fill out their committees within 30 days after their own appointment.
Section 4. Suspension/Removal:
An officer may be suspended for a specific period of time, or removed from office permanently under certain circumstances. Actions of this kind require affirmative vote by 75% or more of Board members attending a meeting called with at least 30 days notice, with the proposed suspension or removal clearly stated as the purpose, or one of the purposes of the meeting.
Suspension or removal may be proposed by any Board member in writing to any member of the Executive Committee. The grounds for suspension or removal should be clearly stated in any such proposal, and may include sustained failure to attend meetings, public statements damaging to NBUW or inappropriate and offensive to staff or other board members, or other actions judged by the proposer to warrant suspension or removal.
Proposals for suspension or removal will be kept in strict confidence by all board members, and only statements approved by the Executive Committee will be shared with the public, media, and individuals outside NBUW’s board.
ARTICLE VII - EXECUTIVE COMMITTEE
Section 1. Composition:
There shall be an Executive Committee of this corporation consisting of the President who shall be the chair, First Vice President, and four Division Vice Presidents [ Assistant Vice President and Treasurer] .
Section 2. Responsibilities:
The Executive Committee shall exercise such powers as the Board may delegate and will regularly report its activities to the Board. The Executive Committee shall have cognizance over the Personnel and Board Development Committees and affairs of any Ad-Hoc committees it may appoint , [and over the public relations of this corporation] particularly the Marketing/PR Committee. The Exec. Comm. will recommend to the Board in early March each year the upper limit of the amount to be allocated to member agencies for the 12 months beginning in July of that year.
Section 3. Meetings:
The Executive Committee shall meet as it deems necessary, or as requested by the Board of Directors. The Committee shall meet on the call of the President and shall also meet after presentation to the President by three (3) of its members of a written petition stating the reasons for the meeting.
Section 4. Agenda, Quorum, and Voting
The President shall prepare the agenda. One half of the Committee shall constitute a quorum. Committee actions shall be determined by a majority vote of those present, and these shall be reported at the next meeting of the full Board of Directors.
ARTICLE VIII - COMMITTEES OF THE EXECUTIVE COMMITTEE
Section 1. PERSONNEL COMMITTEE
A. General Role
At its discretion the Executive Committee may appoint a Personnel Committee in May or June of each year, as a regular committee reporting to the Executive Committee, or the Executive Committee may itself carry out the responsibilities of the Personnel Committee. If established in any year, the P.C. shall consist of at least three Directors, who shall be appointed by the Board President. S/he or the First Vice President will serve as chair, a t the discretion of the President.
B. Specific Responsibilities:
If there is a Personnel Committee, it will [be appointed in May, to] begin operation with goal-setting in June, and conclude with but any previous Committee will have responsibility for the Executive Director's annual performance review in March or April, with report to the Executive Committee in April , including recommendations regarding salary and benefits for the year beginning in July. The Committee will present a summary of it's report to the full Board in April or May. The Committee shall be responsible for the formulation of policies relating to the paid staff. [and for the review and evaluation of the Executive Director. The committee will meet semi-annually with the Director (December and June). An annual report of the review and evaluation with recommendations shall be made in early January to the Executive Committee (prior to the Executive Committee's establishment of the corporation's recommended budget) followed by a report to the full Board, also in January. ]
The Executive Director will have responsibility for reviewing the performance of all other staff on a similar schedule and will make a report to the Personnel Committee in April early June [January ] so that the results can be included in their report and budget recommendations to the Board.
Section 2. MARKETING/PR COMMITTEE
A. General: At its discretion the Executive Committee may within 60 days of the Annual Meeting appoint a Marketing/PR Committee as a regular committee reporting to the Executive Committee, or the Executive Committee may carry out these responsibilities itself. If established in any year, the Mktg/PR Committee shall be co-chaired by the First VP and an individual who is not necessarily a board member, but who has relevant expertise. The committee will consist of 4-5 other members, such that 2-3 members are non-board. Meetings will be called by the co-chairs who will also prepare agendas, take minutes, and report on committee activity at board meetings.
B. Specific Responsibilities:
1. Develop an annual marketing/communications plan including acalendar of events, press releases, radio spots, and other communications initiatives that will assure public awareness of community issues and solution strategies, as well as NBUW and member agency challenges and progress. A budget for these activities--draft in March and final in May.
2. Assure adequate board member and other volunteer representation at events.
3. Recruit a volunteer to act as web-master for NBUW's web site.
4. Write, or oversee the writing of ads, commercials, press releases, newsletters, and radio spots.
5. Coordinate/Oversee NBUW Events. Production of NBUW events is a staff responsibility, but the Marketing/PR Committee should oversee planning and assure adequate volunteer resources to make the events successful financially and PR-wise. To carry out this responsibility in any year, the Committee may appoint a Coordinator of Events from the membership of the Board of Directors and assignapropriate responsibilities to this individual.
Section 3. VOLUNTEER DEVELOPMENT COMMITTEE
A. General: At its discretion the Executive Committee may within 30 days of the Annual Meeting appoint a Volunteer Development Committee as a regular committee reporting to the Executive Committee, or the Executive Committee may itself carry out these responsibilities itself. If established in any year, the Volunteer Development Committee shall be co-chaired by the Campaign VP and an individual who is not necessarily a board member, but who has relevant expertise. The committee will consist of 3-5 other members , such that 2-3 members are non-board . Meetings will be called by the co-chairs who will also prepare agendas, take minutes, and report on committee activity at board meetings.
B. Specific Responsibilities:
1. Promote volunteerism and appropriate use of volunteers in Northern Berkshire
communities.
2. Take the lead, but work with other organizations to plan and produce volunteer fairs such as volunteer.come as often as appropriate.
3. As needed, publish, or oversee publication of the volunteer guidebook COMMUNITY CONNECTIONS, and/or cover this need with pages in appropriate web sites.
4. Develop and maintain a web site to be a clearinghouse for organizations needing volunteers and individuals wanting to offer their services.
5. Plan, or oversee planning of seminars for users of volunteers to help improve their effectiveness with volunteer resources.
6. Oversee the selection of NBUW's volunteer-of-the-year and the Caroline Hess (and possibly other appropriate) awards
There shall be four (4) Divisions of this corporation:
Agency Relations/Annual Allocations (Article IX)
Community Needs/Grants (Article X)
Campaign ( Article XI)
Finance (Article XII)
ARTICLE IX - AGENCY RELATIONS/ANNUAL ALLOCATIONS
Section 1. The duties of this Division shall be:
A. To be responsible for matters related to evaluation and allocation funding of member agencies. Present to the Board in March or April each year a written recommendation regarding the allocation of funds to member agencies.
B. At the request of the Executive Committee or board, evaluate any agency request for membership, reviewing its management (including fiscal affairs), programs/services, and community relations. To carry out this responsibility, the VP may appoint a New Agency Admissions Committee that is representative of the AR/AA Oversight Committee. A written report of the evaluations and any recommendations shall be presented to the Board of Directors.
C. To formulate evaluation, application, and other policies as well as standard timelines as guides in determining its actions, and review them annually.
D. To review (and revise if necessary) agency self-evaluation and budget forms to be utilized in the annual allocation review.
E. To collaborate with other United Ways and Community Chests to make the allocations process as efficient as possible for volunteers, staff, and agency personnel.
Section 2. Committee Development:
In June of each year, the Vice President for Agency Relations/Annual Allocations shall, with Executive Committee endorsement, appoint the AR/AA Oversight Committee consisting of seven (7) including him/herself as chair, the VP for Community Needs/Grants, and all Chairs of AR/AA Panels (see below--generally 5 or 6 individuals). For continuity, effort should be made to ensure the committee includes at least 3 members of the past AR/AA Oversight Committee. The Committee will serve until the next annual meeting.
Section 3. Allocations Process:
A. The VP will develop an Allocations Process timeline to present at the October meeting of the Board.
B. The Chair and Committee are responsible for organizing AR/AA Panels, training them, and assigning specific agencies to each panel. Each panel will be chaired by a member of the AR/AA Oversight Committee and will consist of at least five (5) members, at least one two (2) of whom will be a Board member s . No panel member shall serve more than five successive years. Reappointment may follow a lapse of one year.
C. The duties of the Allocation Panels shall be:
1. To sustain a collaborative, strategic relationship with leaders of agencies assigned to the Panel.
2. To review agency press stories, publications, and reports, such as quarterly financial statements and annual audits, as provided by the NBUW office;
3. To meet 2-4 times per year with agency leaders regarding issues, plans, and progress;
4. To conduct allocation reviews with each assigned agency, and prepare a written report of funding recommendations to the Agency Relations/Annual Allocations Oversight Committee;
5. To be guided in all cases by the annual, Board-approved statement of Community Vision, Issues and Priorities as developed by the Community Needs/Grants Division.
6. To manage this process consistent with the timeline established by the AR/AA Oversight Committee.
Section 4. New Agency Admissions
The AR/AA Committee will maintain policies and procedures for handling prospective member applications. These policies and procedures should be reviewed by the Committee annually in October and changes must be reviewed and approved by the Board of Directors before they are implemented. The Committee may carry out the Admissions responsibilities as a whole, or it may appoint a sub-committee for this purpose. If a sub-committee is appointed, it will be comprised of three (3) Board members and one or two (1-2) members of the community at-large. The sub-committee's recommendations must come before the entire Oversight Committee before they are presented to the Board.
ARTICLE X - COMMUNITY NEEDS/SPECIAL GRANTS DIVISION
Section 1. General
Within 30 days of the Annual Meeting, the Vice President for CN/SG will nominate, for Executive Committee endorsement, five (5) individuals (including him/herself as chair) to serve on the committee.
Section 2. To the extent enbled by NBUW’s annual budget , the duties of this Committee are:
A. To consider all matters related to the human service resources and needs of the community, and to make recommendations thereon to the Board of Directors
B. To formulate research, planning and evaluation processes to support the committee's work, and review them annually.
C. To use this research and evaluation data to collaborate with other agencies and organizations to develop/renew annually for NBUW Board approval prior to the annual meeting a statement of Community Vision, Issues and Priorities that will be used to guide new member agency, grant and allocation decisions.
D. When appropriate, recommend to the Board opportunities to shift allocation and grant resources to higher priority areas of community need.
E. Manage the one-time grants process including recommending policy changes to the Board as needed, and making grant decisions or recommendations consistent with current grant policies.
F. Oversee the Executive Director in management of grant writing consultants and the Grant Services Menu.
ARTICLE XI --CAMPAIGN DIVISION
Section 1. The duties of this Division shall be:
A. To oversee (conduct) the annual Northern Berkshire United Way campaign in cooperation with the campaign chair and cabinet;
B. To develop plans and organization for the campaign on a continuing, year-round basis;
C. To develop means of broadening the base of support of the campaign, and to encourage the future adoption of payroll-deduction plans for this purpose.
D. To promote volunteerism in the Northern Berkshire Community. The VP Campaign will co-chair the Volunteer Development Committee (see Article VIII.C. above)
Section 2.
The Vice President for Campaign, in concert with the President of the Board of Directors and the Assistant Vice President For Campaign shall recommend to the Board of Directors a Campaign Chair prior to the board meeting preceding the annual meeting each year. Within 45 days following the appointment of the Campaign Chair by the Board of Directors, the Chair, in concert with the above named officers shall appoint a campaign cabinet consisting of a chair of each campaign division and co-chairs, as necessary.
Section 3.
The Campaign Chair and Vice President , Assistant Vice President for Campaign shall recommend a Red Feather Society Chair to the Executive Committee prior to the board meeting following the annual meeting. The RFS Chair in concert with and the Vice President and Assistant Vice President are responsible for organizing a Society Committee consisting of at least three directors, and at least three at-large members. All members of this committee must be members of the Red Feather Society. No committee member shall serve more than five (5) successive years. Reappointment may follow a lapse of one year.
The purpose of the Red Feather Society is to honor exemplary donors who have demonstrated a high level of personal commitment through their giving of $500 or more annually to the Northern Berkshire United Way. The duties of the Red Feather Society Committee shall be to conduct the annual leadership campaign encouraging Society levels of giving.
ARTICLE XII - FINANCE DIVISION
Section 1. The duties of this division are to oversee NBUW's financial planning and management, including annual budget, financial reports, monthly bank reconciliations, investments, planned giving, and annual audit.
Section 2. The VP Finance will be elected each year at the annual meeting. To carry out the Division's responsibilities, the VP Finance will nominate in June for Exec. Comm. approval a 5-member Finance Committee that s/he will chair and which will include the Treasurer and the Chairs of the Planned Giving, Investment, and Financial Operations Committees. The Committee shall include no less than two board members.
Section 3. Investment Committee:
The Chair of the Investment committee may be a board member or at-large, shall be nominated by the Finance VP within 30 day's of the Annual Meeting, and approved or declined by the Board at its next meeting. The Chair will appoint prior to July, subject to Executive Committee approval, a committee consisting of five (5) members, three (3) who are Directors, including the Treasurer, and two (2) others who may be at-large. The committee shall evaluate and make recommendations to the Board of Directors on investment strategies for reserve funds and endowments. These recommendations could include appointment or removal of outside managers for the investment of these funds, amounts to place with each manager, and guidelines/evaluation bases for each manager. The board will approve or reject such recommendations by formal vote, and the committee will be guided by these decisions.
Section 4. Planned Giving Committee:
The 5-member Planned Giving Committee and its chair shall be appointed prior to June Board Meeting by the Finance VP, with prior Executive Committee endorsement. Two members of the Committee must be board members, possibly including the Finance VP. The full committee must be reviewed by the Executive Committee prior to July each year.
The Planned Giving Committee will be responsible for developing and maintaining attractive methods and procedures for community members to make planned and estate gifts to NBUW. This may include contract relationships with outside agencies or individuals and maintaining promotional material and appropriate stewardship procedures.
Section 5. Financial Operations Committee:
The Financial Operations Committee will have 3-5 members, chaired by the Treasurer. The Committee will oversee the staff in preparation of annual budget and reporting on the organization's finances through quarterly financial reports and annual audit. A member of the Committee will perform monthly bank reconciliations. The Committee will make recommendations to the Board regarding financial policies and service providers.
ARTICLE XIII - NEW AGENCY APPLICATIONS
Any organization or agency desiring to become a member agency of this corporation shall submit a letter of Intent to the Board of Directors. All letters of intent will be reviewed by the executive committee and sent to the Agency Relations/Annual Allocations committee for processing. Each applicant shall submit such documents and other information as may be requested by the United Way.
ARTICLE XIV - MEMBER AGENCY AGREEMENT
Each member agency shall enter into a Member Agency Agreement with the Northern Berkshire United Way. The agreement shall remain in effect unless modified , in writing, by mutual agreement of the parties, or until revoked by either party.
Such agreement may be revoked by either party giving written notice to the other 90 days before its desire to terminate the agreement [and a least [seven] two months (By May 31) before the close of the current United Way calendar budget year ].
ARTICLE XV - NON-PROFIT NATURE
Section 1.
The Corporation is a charitable organization as defined by the provisions of Section Nineteen of Chapter Sixty-Eight of the General Laws of the Commonwealth of Massachusetts.
Section 2.
No officer, individual member or employee of the Northern Berkshire United Way or of any participating member, or any other individual, shall now or hereafter receive or be entitled to any part of the net earnings or of the property of this organization, or to any portion of the funds contributed to it, except reasonable compensation for services in effecting one or more of its purposes.
Section 3.
Upon the dissolution of the Northern Berkshire United Way for any cause, the funds and property then in the possession of this organization shall be turned over to such successor organization as the Board of Directors shall determine; or in the absence of any successor organization the said funds and property shall be distributed among the participating agencies in accordance with a schedule of distribution as determined by the Board of Directors. In no event shall any property of this organization benefit any individual member or any organization precluded from receiving same under the provisions of the Internal Revenue Code.
Section 4.
Members of the Board of Directors shall not be held financially responsible, either individually and/or collectively for any legal action brought against the Board.
ARTICLE XVI - INDEMNIFICATION
The corporation shall indemnify its directors, officers, employees and other agents for any loss, which any of them may sustain by reason of any action brought against him/her for any of his/her acts or omissions as a director, officer, employee or other agent of the corporation, even if such person is no longer a director, officer, employee or other agent of the corporation, so long as such person has not been adjudicated in any proceeding to not have acted in good faith in the reasonable belief that his/her action was in the best interests of the corporation.
Such indemnification may include payment by the corporation of expenses incurred in defending a civil or criminal action or proceeding in advance of the final disposition thereof, conditioned upon receipt of an undertaking by the person indemnified to repay such payment if he/she shall be adjudicated to be not entitled to indemnification.
Unless decided to the contrary by a majority vote of its Board of Directors, the corporation will purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or other agent of the corporation against any liability incurred by him/her in any such capacity, or arising out of his/her status as such, whether or not the corporation would have the power to indemnify him/her against such liability.
Nothing contain herein shall in any way limit or impair any right of indemnification existing independently of these by-laws.
The corporation may, by a majority vote of its Board of Directors, indemnify its directors, officers, employees and other agents for any loss, which any of them may sustain by reason of any action brought against him/her for any of his acts or omissions as a director, officer, employee or other agent of the corporation. Such indemnification may be provided even though the person to be indemnified is no longer a director, officer, employee or other agent of the corporation.
No indemnification shall be provided for any person with respect to any matter as to which he/she shall have been adjudicated in any proceeding not to have acted in good faith in the reasonable belief that his action was in the best interests of the corporation.
Such indemnification may include payment by the corporation of expenses incurred in defending a civil or criminal action or proceeding in advance of the final disposition thereof, upon receipt of an undertaking by the person indemnified to repay such payment if he shall be, adjudicated to be not entitled to indemnification.
The corporation may, by a majority vote of its Board of Directors, purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or other agent of the corporation against any liability incurred by him/her in any such capacity, or arising out of his/her status as such, whether or not the corporation would have the power to indemnify him/her against such liability.
Nothing contained herein shall in any way limit or impair any right of indemnification existing independently of these by-laws.
ARTICLE XVII - FISCAL POLICIES
Section 1.
The fiscal year of this corporation shall be July 1 to June 30.
Section 2.
Check Writing/Vendor Payments:
A. Executive Director's approval is required on all invoices prior to payment
B. For checks in amounts up to $500 drawn on operating accounts, a single signature from the approved list, or the Office Manager will be valid. For checks larger than $500, two signatures will be required, and the Office Manager's will not be one of these.
C. Authorized signatures will include Executive Director, Treasurer, Financial VP, and Board President.
D. Any borrowing of funds by the organization shall be countersigned by any two members of the Authorized list (excluding the Office Manager).
Section 3.
Any change in the investment policies, managers, or guidelines must be presented to the Board by the Finance Division and approved prior to implementation.
ARTICLE XVIll - CODE OF ETHICS
( To Be Developed - old language follows ) Officers, board members, and committee members of the corporation who may also be board members or employees of any member agency shall have the right of debate and discussion in meetings on matters relating to their agencies, but not the right to vote on matters in which interests of their agencies are directly and specifically involved.
ARTICLE XIX - NON‑DISCRIMINATION
The corporation will not discriminate on the basis of race, color, creed, religion, national origin, sex, sexual preference, age, disability, or veteran's status. It complies with all requirements of law respecting non-discrimination and equal employment opportunities with respect to its officers, directors, committee members, other volunteers, and employees of this corporation.
ARTICLE XX - ROBERT'S RULES OF ORDER
The current edition of Robert's Rules of Order shall govern all business conducted by this corporation under these by-laws.
ARTICLE XXI - AMENDMENTS
Section 1.
These by-laws may be enlarged, amended or repealed by a two-thirds vote of the Board of Directors, provided that prior notice of such proposed changes shall have been given, at least one month prior to such vote.
Section 2.
The effective date of an amendment shall be the date of its approval by the Board of Directors.