Senior Center BY-LAWS
SENIOR CENTER, INC.
Charlottesville, Virginia
BY-LAWS
Revised and approved by Board of Directors
November 27, 2008
ARTICLE I
Mission
Senior Center, Inc. involves, enriches,
and empowers seniors in our community.
ARTICLE II
Board of Directors
The conduct of the
business of the Center shall be vested in a Board of Directors,
hereinafter called the Board, which shall be constituted and governed by
the following regulations:
1.
Number: The number of elected directors shall be not less
than fifteen (15), nor more than twenty four (24) voting. In addition to
the elected directors the immediate Past President shall serve as an
ex-officio member with full voting privileges, and there may be one
serving Emeritus member with full voting privileges appointed by the Board
President. The Board will include the President of the Senior Center
Council as a voting member.
2.
Composition: Any person whose primary purpose for serving on
the Board is an affinity for the Senior Center is eligible for Board
membership. A majority of Board members must be active members of the
Center.
3.
General Powers: The Board of Directors is responsible for
the exercise of all corporate powers.
4.
Nominations and Elections: A notice shall be placed in the
“Senior Center TIMES” four months prior to election of new Directors,
giving Center members the opportunity to submit names of members or
guests to the Board Development Committee for consideration of
nomination to the Board of Directors. Prior to April 1, this committee
shall submit a slate of nominees (each of whom has been officially
informed of the duties of Board members and has consented to serve as a
Director) for election to the Board for three-year terms commencing April
1. The election of each Director shall be by majority vote of the Board of
Directors. A Director shall be eligible for re-election, but no
elected Director shall serve more than two successive three-year terms.
A person who served two successive terms must be off of the Board for
a minimum of two years before becoming eligible for re-election to a new
term.
5.
Vacancies: Vacancies on the Board shall be filled
from a list prepared by the Board Development committee and
approved by the board.
6.
Meetings:
a.
Regular: A minimum of six regular meetings of the Board of Directors
shall be scheduled annually by the Executive Committee at the beginning of
the year and held unless canceled by vote of the Executive Committee.
Each Director should be notified of the date, time and location of each
meeting at least six days prior thereto, except in case (s) of emergency.
b.
Special Meetings: Special meetings may be called by the President or
by two other officers. Every effort should be made to give notice of the
date, time and location of each meeting at least six days prior thereto.
A conscientious effort must be exerted to notify every Director a minimum
of twenty-four hours prior to a Special meeting. At Special meetings, no
business shall be transacted other than that specified in the notice of
such meetings.
7.
Quorum: A majority of the number of voting Directors fixed
by these by-laws shall constitute a quorum for the transaction of
business.
8.
Missed Meetings: Should a Board member miss two
consecutive regular meetings or more than one-third of regular meetings in
a year without submitting an adequate explanation, he or she will be
contacted by the President for discussion of Board performance and, if
appropriate, asked to resign.
9.
Conflict of Interest: A Director is considered to have a
conflict of interest if the Director: has a personal interest in a
transaction; has a material financial interest in or is a general partner
of another entity which is a party to a transaction; or is a director,
officer, or trustee of another entity which is a party to a transaction
which is or should be considered by this corporation’s Board of
Directors. If a Director has a conflict of interest in a transaction, the
transaction may be affirmed by or on behalf of the corporation if: the
material facts of the transaction and the director’s interest are known or
disclosed to the Board of Directors or committee of directors acting upon
the transaction, and the transaction is approved by a majority of the
directors not having a personal interest in the transaction; or the
transaction is fair to the corporation.
10.
Removal: Any Director may be removed by a majority vote of the
Directors present at a regular meeting, or a special meeting, with not
less than ten days written notice setting forth that purpose has been
given.
ARTICLE III
Officers
1.
Election:
The officers of the Board, enumerated in Article III, 5, a-d, shall be
elected by the Board of Directors prior to April 1 from a slate submitted
by the Board Development committee and from any nominations made from the
floor, provided in each instance that the nominee has consented to
actively perform the duties of the office. In the case of more than one
nominee for any office, the election shall proceed by secret ballot.
2.
Terms:
The length of each term of office shall be one year, from April 1 through
March 31 of the year following election. An officer may be re-elected to
serve up to three terms.
3.
Removal:
Any officer may be removed at any time by a resolution passed by a
majority of the Board.
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Vacancies:
The Board may fill any vacancies occurring among the officers of the
Center through use of the Board Development Committee or through
acceptance of nominations from the attending Board members. The Board
meeting announcement will advise that there will be the election of
officers at the next meeting.
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Duties:
The officers of the Board shall have such duties as generally
pertain to their offices, as well as such powers and duties as may be
assigned to them by the Board or the President. By way of illustration
and not limitation, the officers set out below shall have the following
duties:
a.
President
i.
Serve as a member of and preside at all meetings of the Board.
ii.
Serve as a member of and preside at all meetings of the Executive
Committee.
iii.
Be accountable for the presentation of the Center's request for
funding from important outside sources of revenue.
iv.
Appoint Directors to all Standing and Special Committees.
v.
Serve as an ex-officio member of all Standing and Special
Committees.
vi.
Meet with the Executive Director and with other staff members as
necessary.
vii.
Meet with the Personnel
Committee to hold a performance review of the Executive Director at least
annually.
viii.
Report (with financial statements and budget) at the annual
membership meeting of the Center.
ix.
Keep the Executive Committee fully advised of all actions
concerning the Center and seek their comments and recommendations.
x.
Perform all additional duties that may be assigned by action of the
Board.
b.
Vice-President:
The Vice-President shall execute those
duties assigned by the President including representing the President at
committee meetings and, in the temporary absence of the President, execute
the duties of that office. In the event of a permanent vacancy in the
office of President, the Vice- President shall assume the duties of the
Presidency for the period determined by the Board, which may be for the
remainder of the President’s term.
c.
Treasurer:
i.
Be bonded as approved by the Board.
ii.
Oversee the care and custody of all funds, assets, and securities
of the Center. Periodically report on the Center’s
investments to the Board.
iii.
Insure that the Center's bookkeeping practices adhere to Generally
Accepted Accounting Procedures.
iv.
Present a financial statement of the Center at each regular meeting of the
Board and at such other times as the President shall request, and annually
obtain an audited financial statement of the Center's operations for the
prior fiscal year.
v.
Insure that detailed, accurate audit trail documents are kept for all cash
receipts and disbursements and that audit trail documents for the current
fiscal year are kept until completion of the annual audit.
vi.
Oversee the filing of all required forms and reports to the government
and sources of revenue.
vii.
Work with the Finance Committee and others as stated in Article IV, 2a in
preparation of the Center’s annual budget.
d.
Secretary:
i.
Shall keep accurate minutes of the proceedings at meetings of the
Board and the Executive Committee.
ii.
Submit those minutes at the following meeting of the respective
group for approval.
ARTICLE IV
Committees
1.
Appointment:
The President shall appoint the Chairman and members from the Board to
each Standing and Special Committee of the Center. Each committee once
constituted may expand its membership to include persons not members of
the Board, with the approval of the President in consultation with the
Exeuctive Director. The President and Vice-President shall be
ex-officio members of each Standing and Special Committee. Standing
Committees must meet at least four times a year, and all committees shall
meet as frequently as necessary to carry out their charge. All committees
will report to the Board at least quarterly.
2.
Standing Committees:
The following Standing
Committees shall be appointed each year and shall have the duties
described below:
a.
Executive:
The Executive Committee, serving at the pleasure of the Board, shall
consist of the following members of the Board: the President, the
Vice-President, the Treasurer, the Secretary, and two Directors appointed
by the President. The Committee, when the Board of Directors is not in
session and when emergency action, as determined by the President or two
other officers, is required, may exercise all powers of the Board except
to amend the Articles of Incorporation or By-Laws. The Committee may make
rules for the holding and conduct of its meetings, the notice thereof
required, and the keeping of its records. The committee will be
responsible to ensure that the Center complies with the requirements of
restricted donations. The Committee will ensure that the mission and
bylaws are reviewed annually. The presence of a quorum of two-thirds
members is required for the Committee to transact business. The Committee
shall keep minutes and report its actions to the Board for approval and/or
ratification at the next regular meeting.
b.
Finance:
The Finance Committee shall work with the Treasurer, Executive Director,
President, Vice-President, and the Resource Development Committee to
determine the source of operating income and to prepare the annual budget
of the Center for submission to the Board for final approval. The Finance
Committee shall provide to the Treasurer information for the purpose of
his or her advising the Board regarding the financial policies of the
Center. The Committee shall, in coordination with staff, review the audit.
All non-budgeted expenditures over $1000 must be recommended by the
Finance Committee to the Executive Committee.
c.
Personnel:
The Personnel Committee, in consultation with the Executive Director,
shall review the personnel policies annually and recommend any amendments
to the Board of Directors for action. The Committee shall recommend to
the Finance Committee changes in salaries, insurance coverage, and other
staff benefits. The Committee meets
with President to hold a performance evaluation of the Executive Director
at least annually. The Committee is
available to the Executive Director for consultation on personnel issues.
d.
Board Development:
The Board Development Committee shall nominate candidates to stand for
election to the Board or to the Offices identified in Article III, 5a-d.
The Committee shall follow the directives stated in Article II, 3 and
shall also serve when a vacancy occurs on the Board or in an office and
when requested by the President. The Committee is responsible for Board
self-evaluation and orientation. The Board Development Committee shall
include the President of the Senior Center Council.
e.
Resource Development:
The Resource Development Committee is responsible, in
cooperation with the Executive Director, for creating and implementing
plans for raising funds for both the annual operating budget and the
Endowment fund.
f.
Audit :
The Audit Committee shall assist the Board
in its oversight of (i) the Center’s accounting and financial reporting
processes and the audit of the Center’s financial statements, including
the integrity of the Center’s financial statements and income tax returns,
(ii) the Center’s compliance with legal and regulatory requirements, (iii)
the independent auditor’s qualifications and independence, and (iv) the
performance of the Center’s accounting function, independent auditors and
financial reporting processes. The Committee shall consist of at least
three (3) members of the Board of Directors, all of whom shall be
“independent” of management and not appointed as “Treasurer”. The
President of the Board of Directors shall appoint the members and the
Chairman of the Committee in accordance with Corporate Guidelines of the
Board and as defined in the “Charter of the Audit Committee” appended to
these By-Laws.
g.
Special Committees:
Special Committees and their Chairpersons may be appointed by the
President to address specific projects or issues. A Special Committee
shall oversee the planning and coordinating of such projects as assigned
by the President.
ARTICLE V
Executive Director
1.
Appointment: The Executive Director shall be appointed by and
be responsible to the Board. The Executive Director serves at the
pleasure of the Board and may be terminated at will by the Board.
2.
Duties: The Executive Director shall be accountable for
implementation of the programs of the Center and for performance of
the necessary administrative functions which pertain to day-to-day
operations.
a. At
each Regular meeting of the Board the Executive Director shall report to
the Board on the activities of the Center. The Executive Director may
choose particular Center members or potential members for the receipt of
financial assistance in the payment of dues and/or program fees and shall
administer such grants.
b. The
Executive Director may be asked to help in identifying potential
candidates for the Board.
c. The
Executive Director shall make recommendations regarding insurance and
safety needs to the Board.
d. The
Executive Director shall, in consultation with the Personnel Committee,
periodically review the compensation, hours, and working conditions of the
Center's staff and advise the Board of any recommended changes. The
Executive Director shall have overall accountability for all employees of
the Center and all volunteers.
e. The
Executive Director shall implement all policies adopted by the Board.
f. The
Executive Director is responsible for accurate records for the Center and
shall submit to the Board in February a written report on the condition of
the membership and programs of the Center. The Executive Director shall
also present an annual report to the membership each March.
ARTICLE VII
Amendments
These By-Laws may be amended or repealed and new
By-Laws adopted by the Board at any Regular meeting or at any Special
meeting called for such purpose, provided that notice of such a meeting
and a copy of the proposed amendments are sent to each Board member at
least ten days prior to the meeting.
ARTICLE VIII
Parliamentary Procedure
The conduct of meetings of the Center
shall be in accordance with the latest edition of Robert's Rules of
Order. The President may appoint a parliamentarian.
APPROVED
11/27/08
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