A nonprofit volunteer corporation
serving Giles County
The
United Fund of Giles County, Inc.
BYLAWS
The
mission of the United Fund of Giles County, Inc., is to:
·
Support United Fund partner agencies
·
Foster community awareness in local
health and human services
·
Raise funds through community and
volunteer involvement
PURPOSES
1. The
purposes for which the United Fund of Giles County, Inc. (UFGC) was formed are:
A. To
assess, on a continuing basis, the need for human service programs; to seek
solutions to human problems; to assist in the development of new or the
expansion or modification of existing human service programs; to promote
preventive activities; and foster cooperation among local agencies serving the
community.
B. To
develop as fully as possible the financial resources needed to meet the human
service needs of the community.
C. To
allocate UFGC funds to fully maximize the resources available to agencies for
services aimed at the most urgent current needs of the community, including
those supplied by organizations not currently receiving UFGC financing.
D. To
create community support and commitment for UFGC through an effective
communications program, which both speaks and listens to the community.
E. To
work in cooperation with other organizations or institutions that assist with
any or all of the foregoing purposes.
CORPORATE
ORGANIZATION
1. The
United Fund of Giles County, Inc. is a non-profit corporation which shall be
operated by two separate bodies; a Board of Directors (see Art. III) and an
Executive Board (see Art. IV.)
2. Members
of the Board of Directors, the Executive Board, the Executive Director and
standing committee chairpersons shall constitute the membership of the
corporation.
A. Every
reasonable effort shall be made to ensure that the membership of the
corporation represents all regions of Giles
County.
3. UFGC
shall not undertake any activities, which are forbidden by a corporation exempt
from federal income taxation under Internal Revenue Service Code Section 501
(c) (3), or by a corporation to which deductible contributions may be made
under Section 170 (c) (2).
4. No
substantial part of the activities of the corporation shall be dissemination of
propaganda or otherwise attempting to influence legislation, except that which
aides the foregoing purposes of UFGC; and UFGC shall not participate or
intervene in any political campaign on behalf of any candidate for public
office.
5. No
part of the income of the corporation shall insure to the benefit of, or be
distributed to, any member, director, officer of the corporation, or any other
private person except that UFGC shall be authorized and empowered to pay
reasonable compensation for services rendered and to make payments and
distributions in furtherance of the purposes set forth herein. No member, director, officer of the
corporation, or any other private person shall be entitled to share in the
distribution of any of the corporate assets upon dissolution of UFGC. In the event of dissolution of the corporation,
the BOD shall, after paying or making provision for the payment of all
liabilities of the corporation and in their sole discretion, dispose of all of
the assets to one or more partner agencies.
Any of the assets not disposed of by the BOD shall be disposed of as
provided by law.
6. Roberts
Rules of Order shall determine the parliamentary procedure to be followed by
this corporation.
BOARD OF DIRECTORS
1. The
UFGC Board of Directors (BOD) shall be the governing body and the affairs of the
corporation shall be under the control of the BOD. The BOD may adopt such
policies and procedures as are consistent with the mission of UFGC, its
purposes stated herein and the bylaws.
All members of the BOD shall be volunteers and shall not receive any
compensation for service as a director.
2. The
BOD shall have at least nine (9) but no more than fifteen (15) members, one
third of who shall be elected by the BOD each year for a three (3) year term.
A. No director may serve more than two (2)
consecutive three (3) year terms
except after an absence from the BOD for
one (1) year.
B. Election
of directors will occur each year at the first quarter meeting of the
BOD.
C. All
retiring Presidents shall serve as an additional member of the BOD for one (1)
year following his/her term as President
and shall have the same vested powers as
all BOD members.
3.
All BOD members shall assist in
furthering the purposes of UFGC and actively participate in the affairs of the
corporation.
A. Any member of the BOD absent without
reasonable cause for three (3)
consecutive quarterly meetings of the BOD
shall be reviewed by the
Executive Board for appropriate
action, which may include removal from the
BOD.
4. Any vacancy on the BOD, whether caused by
failure to elect, resignation, death or otherwise, may be filled by vote of the
remaining directors at any regular meeting or special meeting. Any director so elected to fill any vacancy
shall serve until the next first quarter meeting of the BOD, or until his/her
successor is elected and qualified.
5. Meetings
of the BOD of the corporation should be held at least quarterly. Special meetings of the BOD may be called by
the Executive Board or, if he/she is absent or unable or refuses to act, by the
presiding chair of the Executive Board, or by a simple majority of the
directors.
A. Notice of any meeting of the BOD, regular or
special, stating the date, time, and
location
shall be served personally, by mail, or electronic message (e-mail), upon each director not less than seven
days prior to the meeting. The notice of any special meeting shall state
the purpose of the meeting. Business
transacted at all special meetings shall be confined to the subjects stated in
the notice and matters germane thereto.
B. Any
meeting of the BOD, regular or special, shall be recorded by the Secretary (or
Secretary/Executive Director as the case may be) in his/her absence the
Executive Director, or a designate of the BOD.
Minutes shall be read into the record at the subsequent meeting and
maintained thereafter as part of the corporate record.
C.
The President shall preside at all
meetings of the BOD, or in his/her absence the Vice President, Campaign Chair,
or, a designate of the BOD.
D. The
presence of a simple majority (not less than fifty percent (50%) plus one (1)
of directors shall constitute a quorum at any meeting of the BOD. At any meeting of the BOD where a quorum is
present, any action taken by the vote of a majority of those present shall
constitute the action of the BOD.
6. In
addition to the powers expressly conferred upon them by these bylaws, the BOD
of the corporation may exercise such powers and do such lawful acts as are not
by statute or by these bylaws required to be exercised by other corporation
members.
7. In
instances when the BOD is unable to meet due to circumstances beyond its
control, an electronic message (e-mail) or written correspondence may be
extended to convey the question of concern with the BOD voting by majority
e-mail or verbal.
EXECUTIVE
BOARD
1. The
UFGC Executive Board shall provide leadership, function as an advisory council
to the BOD and manage the corporation as to ensure adherence to the purposes
stated herein. The Executive Board shall
have and exercise those powers granted to it by the BOD and exercise between
meetings of the BOD all the powers of the BOD, except fill vacancies, amend
bylaws, and such other powers as are prohibited by the bylaws.
2. Members
of the Executive Board shall be the officers of the corporation and two (2)
members from the BOD. The President
shall serve as chairman of the Executive Board.
3. The
Executive Board shall meet at least quarterly and shall have power to make
rules and regulations for the conduct of its business. A simple majority thereof shall constitute a
quorum. The Executive Board shall keep
regular minutes of its proceedings and report the same to the BOD.
4. In
instances when the Executive Board is unable to meet due to circumstances
beyond its control, an electronic message (e-mail) or written correspondence
may be extended to convey the question of concern with the Executive Board
voting by majority e-mail or verbal.
5. Any
vacancy on the Executive Board, whether caused by failure to elect, resignation,
death, or otherwise, may be filled by vote of the BOD at any regular or special
meeting. Any person so elected shall
serve until the next first quarter meeting of the BOD.
ARTICLE V
OFFICERS
1. The
officers of the corporation shall consist of a President, Vice President,
Campaign Chair, Vice President, Finances and Secretary. The office of Secretary may be merged with
the Executive Director, at the discretion of the BOD. The combined Secretary/Executive Director
will not exercise a vote.
2. All
officers of the corporation shall be bonded while holding office.
3. Officers
shall be elected by the BOD at the first quarter meeting of the BOD and will
assume office upon election.
A. All
officers shall be elected from the membership of the BOD.
B. Each
elected officer shall serve for a term of one year or until a successor is
in place.
C. No
officer shall serve more than two (2) consecutive one (1) year terms in the
same office.
4. The
President shall preside at all BOD and Executive Board meetings and shall perform
all other duties usual to a presiding officer and those duties set forth in the
bylaws.
A. The President shall be an ex-officio member
of all committees.
B. The
President shall submit an annual report of the activities of the corporation at
the first quarter meeting of the BOD.
C. The
President shall call special meetings of the BOD when he/she deems necessary,
or upon request by the Executive Board or the BOD.
D. The
President shall serve as a member of the BOD for at least one (1) year after
leaving office.
5. The
Vice President, Campaign Chair shall assume the duties of the President in
his/her absence.
A. The Vice President, Campaign Chair shall be
responsible for the annual fund-
raising campaign and recommend to
the BOD such committees as he/she deems
necessary to a successful campaign.
B. The
Vice President, Campaign Chair shall communicate campaign committees’
activities to the Executive Board.
C. The
Vice President, Campaign Chair shall be an ex-officio member of the Budget and
Allocations Committee.
6. The Vice President, Finances
shall have custody of all funds and securities of the corporation, and shall be
responsible for: full and accurate accounts of receipts and disbursements of
the corporation; the deposit of all moneys and other valuable effects in the
name and to the credit of the corporation in such depositories as may be
designated by the BOD.
A. The
Vice President, Finances shall coordinate with the Executive Director the
disbursement of funds of the corporation as may be ordered by the BOD.
B. The
Vice President, Finances shall assist, as necessary the Executive Director to
render to the BOD at quarterly BOD meetings, or whenever so required, an
account of all transactions and of the financial condition of the corporation.
C. Disbursements
shall be made by check and signed by the Vice President, Finances and others as
set forth in the bylaws.
7. The
Secretary shall record the minutes at all BOD and/or Executive Board meetings,
especially all
motions and pertinent votes of the BOD.
The office of Secretary may be
merged with the
Executive Director, at the discretion of the BOD. The aforesaid will have
no vote.
A. The
Secretary shall give notice of all meetings of the BOD and/or executive
committee as required by the bylaws.
B. The
Secretary will read the minutes of each preceding BOD or Executive Board
meeting into the record and ensure that copies of all minutes are maintained
with the corporate records.
C. In
the absence of a Secretary, the BOD or Executive Board will designate a
substitute.
EXECUTIVE
DIRECTOR
1. The BOD may appoint a salaried Executive Director whose salary and duties, other than those set forth in the bylaws, will be recommended by the Executive Board and approved by the BOD.
2.
The office of Secretary may be merged with the Executive
Director, at the discretion of the
BOD. The aforesaid will have no vote.
3. The Executive Director shall sign corporation checks and therefore must be bonded.
4. The duties of the Executive Director shall include:
· Coordinate activities of and perform pertinent duties as prescribed by the UFGC Board of Directors and Executive Board.
· Provide quarterly financial reports to the Vice President, Finances, BOD and Executive Board.
· Ensure timely communications of correspondence, reports, and information to the BOD and Executive Board.
· Responsible for distribution of funds to partner agencies.
· Maintain UFGC files and records.
· Ensure UFGC is in compliance with all state and federal regulatory requirements.
· Act as a clearinghouse for UFGC information and organizational activities.
· Maintain a database of all UFGC members and partner agencies’ information.
COMMITTEES
1. The UFGC shall have two (2) standing committees and shall from time to time appoint such committees as are authorized by the BOD.
2. Not
later than December, the President shall appoint a Nominating Committee of not
less than three (3) members of the corporation to make nominations for the
election of directors at the first quarter meeting of the BOD. The Nominating Committee shall also nominate
persons to serve as officers of the corporation.
A. The
nominating committee shall also nominate person(s) to fill vacancies in the
corporation which may arise due to resignation, death or otherwise, after
securing permission of those persons.
B. The
Nominating Committee shall make every reasonable effort to ensure that
corporate membership represents all regions of Giles County.
C. The
Nominating Committee shall be a standing committee with members serving a term
of one (1) year and who may not serve three (3) consecutive terms.
3. The Budget and Admissions Committee shall evaluate all first time agency requests and, if appropriate, recommend to the BOD for admission as a new partner agency.
A. The
Budget and Admissions Committee shall recommend all grant amounts to partner
agencies.
B. In
the first quarter of each year the President in consultation with the
corporation shall appoint no less than five (5) and no more than nine (9)
members to serve on the Budget and Admissions Committee.
C. Committee
members may or may not be UFGC members and should, if possible, represent
different regions of Giles County.
D. The
Vice President, Campaign Chair shall be an ex-officio member of the Budget and
Admissions Committee.
4. All acts of any UFGC committee shall be
subject to approval of the BOD. The chairpersons of standing committees who are
not already members of the BOD shall be eligible to attend and speak at all
meetings of the BOD.
FISCAL
MANAGEMENT
1. Fiscal
management of the corporation shall be the responsibility of the Vice
President, Finances and, if one is employed, the Executive Director.
2. All
checks or demands for money and notes of the corporation shall be signed by two
(2) persons, the Executive Director and the Vice President, Finances, except
for small cash items valued at less than $100.
A. If
the Vice President, Finances and/or the Executive Director are not able to sign
on behalf of the corporation, the President and/or other executive committee
member who is bonded may sign.
B. All
persons who have authority to sign checks, demands or notes of the corporation
shall be bonded and the expense of such bond shall be borne by the corporation.
3. The BOD shall cause the financial records of the corporation to be audited annually by a certified public accounting firm.
4. Internal and external financial reporting shall be the responsibility of the Executive Director
and/or the Vice President, Finances.
5. Surplus funds, (funds available after full allotment to all partner agencies has been satisfied), shall be subject to control and distribution at the discretion of the BOD.
6. Emergency
requests for funds shall be subject to the control of the BOD.
7. The corporate
fiscal year shall end December 31st.
EMPLOYEES
The corporation may have such agents and employees as
determined from time to time by the BOD, which shall supply each with an
appropriate job description.
NONDISCRIMINATION
The officers, directors, committee members and employees of
the corporation, and those persons served by the corporation shall be selected
entirely on a nondiscriminatory basis with respect to age, sex, race, religion
and national origin.
ARTICLE XI
AMENDMENTS
These bylaws may
be altered, amended or repealed, in whole or in part, by vote of a majority of
the BOD, provided that each director shall be notified of the proposed
alteration, amendment or repeal by mail, not less than seven days nor more than
fifty days before the date of the meeting.
The bylaws of the
United Fund of Giles County, Inc. as amended by the Board of Directors on this
date: July 7, 2005