BY-LAWS Sample 1

Article I - Name and Territory

Section 1.        The name of the Corporation shall be ____________________.

Section 2.        This Corporation shall be operative in _____________________.

Article II - Purpose

The purposes for which this Corporation is organized and for which it shall be operated are exclusively charitable and educational as meant by Section 501(c) 3 of the Internal Revenue Code of 1954, as amended, and more particularly:

• The purpose of CIL is to see to it that ___Missouri is Barrier Free in regards to persons with disabilities securing housing, employment, education, recreation, self-advocacy, avenues for personal growth, and opportunities to exercise choice.

• This is to be achieved through strategically deploying the needed and available time, talent, financial, material, influence, and relationship resources through advocacy, provision of services, collaboration, and public education.

Article III - Board of Directors

Section 1.  Members and Duties of Members:

1.  The Board of Directors shall consist of:

• A minimum of ______ and a maximum of_____ individuals with a majority of those being persons with a disability.
•                  
•             B.  Duties of members:
•  
•                   1.   Members will attend board meetings.
•  
• Members will participate in establishing and monitoring by-laws and

Board policies.

•  
• Members will be active participants on Board committees.

• Members will manage and control the affairs of the corporation, its funds, and its property.

• Members will make or authorize all necessary contracts for the administration of the corporation, or may delegate the authority to the Executive Director.

• Honorary members:

• By nomination and unanimous vote, the Board may appoint Honorary Board members at any time.

• Honorary board members must have previously served a minimum of ___ complete terms as an official Board member.

• A maximum of _______ honorary members may serve on the Board at any one time.

• Honorary membership must be reaffirmed by majority vote at the June Board meeting each year. 

• Honorary members of the Board are non-voting members, and will be excluded from closed-session meetings of the Board.

•  
• Section 2.  Terms of Office: 
•  
• Term of office will be for three (3) years at which time reappointment can occur by majority vote of the Board.  Board members can serve up to three consecutive 3-year terms, at which time they are required to go off the board for at least one (1) year.
•  
• Section 3.  Vacancies:
•  

1. A vacancy on the Board of Directors shall exist when:

•                  
•                   1.   A member's term expires.
•  
•                   2.   A member resigns.
•  
•                   3.   A member is terminated by a three-fourth vote of the directors.
•  
• A member misses three consecutive meetings and a simple majority votes

      to terminate.

2. Vacancies may be filled as they occur by a majority vote of the Board, upon presentation of the prospective Board member.  A first time prospect for Board membership shall attend three Board meetings before being eligible for election to the Board. First time prospects are also required to complete Board training as required by the Board at the time of nomination. A prospective Board member who has served previously and left in good standing shall attend one Board meeting before being eligible for re-election to the Board.  The prospective Board member shall be given written notice of the Board's decision.

Section 4.  Authority:

• The Board of Directors may make any rules and regulations necessary for the

            management and operation of the corporation, providing these rules and
            regulations are not in conflict with the laws of the state or with these Bylaws.

2. The Board Chair shall have the authority to establish such committees as

he/she deems appropriate and necessary.

Section 5.  Meetings:

1. The Board of Directors will hold monthly meetings in compliance with the Missouri Sunshine Law.

Section 6.  Special Meetings

• Special meetings of the Board of Directors may be held at the discretion of the

Chair or Executive Committee.  Board members will be notified by the Chair
            of the Board or his/her designated representative either verbally or by written  
            notice at least two days prior to such special meeting.

• When required by extreme necessity, a meeting of the Board may be held by electronic means authorized by a majority of the Board of Directors.  Notice of such meeting shall be posted twenty-four (24) hours in advance of the meeting on the CIL’s website and at the organization’s main office.  If it is impractical or impossible to post twenty-four (24) hours advance notice of an electronic meeting, the reason for not complying with this requirement shall be explained in the minutes of the meeting.  Discussion done electronically must be distributed to all Board members having access to electronic mail or by USPS for those who do not.  The custodian of records shall maintain a copy of all correspondence and documents generated by such electronic means.  All votes must be recorded. 

Section 7.  Quorum:

1. One-half of the current Board shall constitute a quorum for the transaction of business, but in no event shall less than three constitute a quorum.

Section 8.  Resignation of Board Members:

1. A Board member may resign by submitting his/her resignation in writing to the Board Secretary or the Executive Director.

Article IV - Election of Officers

Section 1.  Titles:

1. The offices of the Board of Directors shall be Chair, Vice Chair, Secretary, Treasurer and ex officio member Immediate Past Chair.

Section 2.  Nomination of Board Officers:

1. In April of each year a nominating committee shall be formed.  The committee’s recommendations will be presented at the May Board meeting.  At this time nominations can be made from the floor, providing the consent of the nominee has been obtained.

Section 3.  Election and Terms:

      A.  The officers shall be elected annually in June and shall take office at the
             July Board meeting of the same year.

      B.   Officers shall be elected by a majority vote of the Board.  If there is more than
              one candidate for an office, the vote may be conducted by secret ballot.

• Officers will hold office for one year and may not be elected to serve more

than two terms consecutively.
   

• In the event that a Board member serves as Chair during his or her final year of Board eligibility, an additional year of service will be allowed so that he or she may serve as Past Chair.

Section 4.  Vacancies in Office:

      A.  A vacancy occurring in office shall be filled by a majority vote of the Board at
             the next regular meeting, providing the Board members have been notified in
            advance of the election by the Chair or his/her representative.

• Nominations will be made from the floor, providing the consent of the

nominee has been obtained.  If more than one individual is nominated for the vacant office, the vote may be conducted by secret ballot.

Section 5.  Resignation of Officers:

• An officer may resign from an office of the Board of Directors by submitting written notice of his/her resignation to the Secretary of the Board or the Executive Director.

Article V - Duties of Officers

Section 1.  Chair:

• The Chair shall:

                  1.   Preside at all meetings of the Board and of the Executive Committee.
                  2.  Assure the integrity and fulfillment of the Board’s process.

• Represent the Board to outside parties as authorized by the Board.
• Appoint special committees and serve as an ex-officio member of all committees.
• Be authorized to sign all checks drawn upon corporation funds.  At least two signatures are required for checks written over $500.00.

                 
Section 2.  Vice Chair:

• The Vice Chair shall:

                  1.  Perform the duties of the Chair in the absence of that officer.
                  2.   Act as an aide to the Chair as requested.
                  3.   Perform other such duties as may be delegated to that office.
                  4.   Serve as Chair of the Board Development Committee
                  5.   Be authorized to sign all checks drawn upon corporation funds should the Chair be unavailable.  At least two signatures are required for checks written over $500.00.
                 
Section 3.  Secretary:

• The Secretary shall:    

1.  Be responsible for the maintenance of all records of the corporation.

• See that minutes are taken at all meetings of the Board of Directors and the Executive Committee and present a written record at every regular meeting of the Board.
• Perform other such duties as may be delegated to that office.
• Be authorized to sign all checks drawn upon corporation funds should the Chair, Vice Chair, or Treasurer be unavailable.  At least two signatures are required for checks written over $500.00

Section 4.  Treasurer:

• The Treasurer shall:

                  1.   Present a statement accounting for all corporation funds at every regular                                         meeting of the Board of Directors.
                  2.   Present a written financial statement to the Board every quarter.
                  3.   Perform other such duties as may be delegated to that office.

• Be authorized to sign all checks drawn upon corporation funds should the Chair or Vice Chair be unavailable.  At least two signatures are required for checks written over $500.00

.

Section 5.  Past Chair:

    A.   The immediate Past Chair shall:
                  1.   Assist the incoming Chair during the period of transition to assure smooth                                operations.
                  2.   Perform other such duties as may be delegated to that office.
                  3.  Serve as ex officio member of the Executive Committee.

Article VI - Executive Committee

Section 1.  Members:

• The Executive Committee shall be composed of the current Officers of the Board and the immediate Past Chair.

Section 2.  Duties and Authority:

• The Executive Committee shall have as its sole function the authority to act in time of critical situations to approve items that would be consent agenda items if presented to the Board as a whole.

B.  All items approved by the Executive Committee will be presented to the Board for ratification at its next meeting as a part of the consent agenda for that meeting.

Section 3.  Meetings:

• The Executive Committee will meet each March to review the Bylaws and

       Personnel Policies and Procedures.
           

• The Executive Committee shall meet at the call of the Chair or his/her

      designated representative.

Section 4.  Quorum:

• The majority of the board shall constitute a quorum.

Article VII - Councils and Committees

Section 1.  Advisory Council:

            A.  The purpose of this council shall be to provide the Board of Directors with                         community expertise and assistance with Board activities as requested.

            B.  Members of this council will not be current Board members and will have no
                  vote.

            C.  Members of the Advisory Council may serve indefinitely.

Section 2.  Board Development Committee:

• The purpose of this committee shall be to nominate individuals to serve as officers of the Board of Directors, to track Board member term limits, and to coordinate Board member recruitment activities to be conducted by the current Board membership. To make certain that a policy is adhered to in advising consumers when there are openings on the board.
• To ensure that board training is being done on a regular basis as indicated in the board training plan.
• The Board Development Committee shall be appointed by the Vice Chair of

      the Board.

Section 3.  Additional Committees:

• Internal Audit Committee: Members will monitor compliance with

Board-established policies.

            B.  Additional committees may be appointed by the Chair of the Board and/or the
      Executive Director as approved by the Board.

Article VIII - Employment of Staff

Section 1.  Executive Director:

            A.  The Board of Directors may employ an Executive Director and shall
                  determine his/her compensation.

            B.  The Executive Director shall:

1.  Act as director of all aspects of programs established by the corporation
                        and shall report to the Board of Directors.
                  2.   Have the authority to employ and terminate the employment of staff
                        members as stated in the Personnel Policies and Procedures.
                  3.   Be directly or indirectly responsible for the administrative supervision and
                        direction of staff of the corporation.
4.   Be directly accountable to the Board of Directors as stated in the Board
      policies.
5.  Operate the corporation within the approved budget and acceptable
      accounting guidelines.

• Be authorized to sign all checks drawn upon corporation funds.  At least two signatures are required for checks written over $500.00

Article IX - Conflict of Interest

• Any corporate expenditure to any persons or organizations directly or indirectly related to or connected with any Board member, Advisory Council member, officer, or employee requires review by the Board of Directors and specific approval before such expenditures shall be valid.  This shall include, but not be limited to, any and all bids and bidding, non-bid purchases of supplies, items and service.  Any Board member who receives services shall abstain from voting privileges regarding those services they receive.  This does not exclude a consumer from Board Membership.  The Board shall be committed to providing equal opportunity and participation to all Board members, CIL employees, and applicants for membership or employment regardless of race, sex, religion, national origin, disability status, age, or U.S. Veteran Status.

Article X - Parliamentary Procedures

All meetings shall be governed by parliamentary procedures as outlined in Robert's Rules of Order (latest edition).

Article XI - Amendments

Section 1.  These Bylaws may be amended at any meeting by a majority vote of the Board                        of Directors, providing the proposed amendment is presented or sent to all                              members of the Board at least seven days prior to the meeting at which it is to                                    be voted on.

Section 2.  Each member of the Board shall receive a dated copy of the approved                                      amendment.

AMENDED 09/2010