KENOSHA LITERACY COUNCIL, INC. BY-LAWS

Transcription

1 ARTICLE I - NAME AND PURPOSE KENOSHA LITERACY COUNCIL, INC. BY-LAWS Name: The name of this Corporation is the Kenosha Literacy Council, Inc., hereinafter referred to as the Agency or KLC. Purpose: The purpose of the Kenosha Literacy Council, Inc. is to provide and promote English literacy education to adults with the assistance of trained volunteers so that all adults are able to perform at their highest potential and contribute to their communities. ARTICLE II - MEMBERSHIP Membership: Membership shall consist of the board of directors. ARTICLE III - BOARD OF DIRECTORS Section 3 Board Role, Size, & Composition: The board is responsible for overall policy and direction of the Kenosha Literacy Council, and delegates responsibility of day-today operations to the Executive Director and committees. The board shall have up to 15, but not fewer than three (3) members. The Executive Director shall be an ex-officio nonvoting member of the board. Directors shall not receive any compensation for service as board members. Meetings & Notice: The directors shall meet at least monthly. Meetings can be more frequent if the board so decides. Notification of regularly scheduled meetings shall be given at least three (3) calendar days prior to the meeting and may be provided by mail, , fax, or telephone. Board Elections & Terms: During the last quarter of KLC s fiscal year, the board of directors shall elect directors to replace those whose terms expire at the end of the year. This election shall take place during a regular meeting of the directors, called in accordance with the provisions of these bylaws. New directors shall be elected by a majority of directors present at such a meeting, provided there is a quorum present. Directors so elected shall serve a term beginning on the first day of the new fiscal year. All board members shall serve three-year terms and are eligible for re-election. No board member, however, may serve more than four consecutive terms. Quorum: A simple majority of the number of directors fixed by these bylaws shall constitute a quorum for transaction of business at any meeting of the board KLC Bylaws Page 1 of 7

2 of directors. The act of a simple majority of the directors present at a meeting at which a quorum is present shall be the act of the board of directors, unless the act of a greater number is required by statute, these by-laws, or the Articles of Incorporation. Section 5 Section 6 Section 7 Section 8 Section 9 Action Without a Meeting: Unless specifically prohibited by the Articles of Incorporation, any action that normally requires the action of the board at a meeting, may be performed without convening a meeting if there is documented unanimous consent of the board of directors. Meeting Attendance in Absentia: If arrangements have been made before a meeting, a director unable to attend the meeting will be allowed to make a vote in absentia about a matter before the board. This vote shall either be in writing prior to the vote or by telephone at the time of the vote. Vacancies: Any vacancy occurring in the board of directors may be filled by the affirmative vote of a majority of the remaining directors. The Secretary shall receive nominations for new members from present board members in advance of a board meeting. These nominations shall be distributed to board members at the regular board meeting and may be voted upon at the meeting. A director elected to fill a vacancy shall be elected for the unexpired term of his/her predecessor. Resignation & Removal of Absent Directors: A director may resign at any time by giving notice to the Secretary. Directors missing three unexcused consecutive regular meetings are deemed removed. A director may be removed for other reasons at any time by a vote of two-thirds (2/3) of the remaining board. Special Meetings: Special meetings of the board of directors may be called by or requested by the President, the Executive Director, or any three other board members. Notice of any special meetings shall be given to each director at least three (3) days prior and may be provided by mail, , fax, or telephone. ARTICLE IV - OFFICERS Officers: There shall be four officers of the board consisting of the President, Vice-President, Secretary, and Treasurer. Their duties are as follows: The President shall convene and preside at all scheduled meetings of the board of directors. The President shall appoint all committees of the board not otherwise provided for and shall be a voting member of each committee. The Vice-President shall assist the President in the execution of all duties and shall preside in the absence of the President. The Vice-President shall serve as Chair of the Personnel Committee. KLC Bylaws Page 2 of 7

3 The Secretary shall be responsible for keeping records of board actions including overseeing the taking of minutes of all meetings of the board and Executive Committee. The Secretary will oversee the distribution of all meeting announcements, minutes and agenda to each board member and assure that corporate records are maintained. The Secretary shall chair the Nominating Committee. The Treasurer shall oversee the provision of information regarding the financial accounts of the Agency, and shall render annual and monthly financial reports as requested by the board. Through the Treasurer s approval, checks, notes, drafts, and other documents shall be signed, endorsed, and delivered in the name of the Agency for its purposes. The Treasurer shall chair the Finance Committee. The books of the Agency shall be independently audited annually. Section 3 Section 5 Section 6 Election of Officers: During the last quarter of KLC s fiscal year, the board of directors shall elect officers to replace those whose terms expire at the end of the year. This election shall take place during a regular meeting of the directors, called in accordance with the provisions of these bylaws. The Vice-President, Secretary, and Treasurer shall be elected, one each year in a three year cycle. The President shall be elected in a year other than that in which the Vice President is elected. Terms of Officers: Elected officers shall serve terms of three years. Officers may be re-elected. Officers, however, may not serve more than four (4) consecutive terms. Removal From Office: Any officer elected or appointed by the board of directors may be removed by a vote of two-thirds (2/3) of the remaining board of directors whenever in its judgment, the best interests of the Council would be served thereby, but such removal shall be without prejudice to the person so removed. Vacancies: A vacancy in any office because of resignation, death, removal, or otherwise may be filled by the board of directors for the unexpired portion of the term. Other Officers: Other officers shall be created and filled by the decision of the board of directors. Former officers may be designated as Emeritus or Lifetime Board Members by a special motion and two-thirds vote of current officers. Emeritus and Lifetime Board Members have no attendance requirements or voting privileges. ARTICLE V - COMMITTEES Committee Composition: The board may create committees as needed, such as fund development, strategic planning, and program evaluation. There shall be KLC Bylaws Page 3 of 7

4 four standing committees - Executive, Finance, Personnel and Nominating Committees. Unless specified in these bylaws, the board President appoints all committee chairs. Committee chairs must be members of the board. Committee members may be non-board members. All Committees of the board of directors, unless otherwise specified by these bylaws, shall determine their own rules regarding notice, quorum, and manner of transacting business. Executive Committee: The Executive Committee shall consist of the four elected officers. The Committee shall meet upon the call of the President who shall be its Chairperson. Except for the power to amend the articles of incorporation and bylaws, the Executive Committee is empowered to act when necessary on behalf of the full board of directors between meetings of the board. The full board holds the power and right to control, supervise, and give directions to the Executive Committee in regard to any of the affairs of the Agency. Section 3 Finance Committee: The Finance Committee shall consist of at least four (4) members, one of whom is the Treasurer who chairs the committee. The Finance Committee shall be responsible for the general financial management of the Agency. The Executive Director will be considered one to the four members of this committee. Specific duties shall include developing and reviewing financial procedures, fundraising plans, and the annual operating budget which is to be submitted to the board of directors by May 31 of each year. The Board must approve the budget and any changes to the budget. In addition, the Finance Committee will oversee the provision of financial analysis and reporting at each regular meeting of the board of directors, approve allocation requests for major funding sources, and develop and recommend financial strategies aimed at maintaining and enhancing the financial strength of the Agency. The Committee shall meet monthly or at the call of the President. Section 5 Personnel Committee: The Personnel Committee will be chaired by the Vice- President and will consist of at least three (3) members. While the Board as a whole is responsible for hiring the Executive Director and the Executive Director is responsible for hiring and supervising other staff, the Personnel Committee will annually evaluate the performance of the Executive Director and present recommendations for compensation and other matters regarding the Executive Director to the full board for approval. With the advice of the Executive Director, the Committee shall present recommendations for compensation. The Personnel Committee shall operate as a third-step grievance committee, and is responsible for developing and reviewing personnel policy Nominating Committee: The Nominating Committee shall meet in January or February of each year. This committee shall be responsible for identifying potential members of the board of directors and making recommendations to the board for its approval. This committee shall be chaired by the Secretary and KLC Bylaws Page 4 of 7

5 consist of one member of the board of directors, the Executive Director, one volunteer tutor, and, if possible, one student representative. Section 6 Ad Hoc Committees: The Board of Directors by a majority vote may create Ad Hoc committees as needed. The President shall appoint committee chairs. Ad Hoc Committees may include: - The Development Committee shall consist of at least four (4) members and be responsible for coordinating and implementing all fund-raising activities sponsored by the Agency. The committee will have two branches, the annual major donor campaign and an annual fundraiser or special event. Specific duties shall include recommending worthwhile fund-raising projects to the board. - Advisory Council: The board of directors shall have the authority to appoint an advisory council at any time it deems appropriate. Members of the advisory council shall serve in a resource and advisory capacity only. The appointments to the advisory council shall be reviewed yearly at the first board meeting at the beginning of the new fiscal year. ARTICLE VI - DIRECTOR AND STAFF Executive Director: An Executive Director shall be hired by and serve at the pleasure of the board. The Executive Director shall be responsible for the day-today operations of the Agency and shall implement the policies of the board. The Executive Director will attend all board meetings, report on the progress of the organization, answer questions of the board members, and carry out the duties described in the job description. The Executive Director may not open or close a program or engage in leases without board approval. ARTICLE VII - FISCAL YEAR Fiscal Year: The fiscal year of the Agency shall commence on July 1 and end on June 30 of each year. ARTICLE VIII - DISPOSITION OF FUNDS No part of the net earning of the Agency shall be used to the benefit of any private shareholder or individual, and no substantial part of the activities of the Agency shall consist of carrying on propaganda or otherwise attempting to influence legislation. The Agency shall not participate in, or intervene in a political campaign on behalf of any candidate for public office. In the event of dissolution, the assets remaining after satisfaction of liabilities shall be distributed to an organization providing services to residents of Kenosha County, Wisconsin then exempt under KLC Bylaws Page 5 of 7

6 Section 501 (c) (3) of the Internal Revenue Code. The board of directors in existence at the time of dissolution shall designate the recipient of these assets. ARTICLE IX - CONTRACTS, LOANS, CHECKS, AND DEPOSITS Section 3 Contracts: The board of directors may authorize any officer or officers, agent or agents, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the corporation, and such authority may be general or confined to specific instances. Loans : No loans shall be contracted on behalf of the corporation and no evidences of indebtedness shall be issued in its name unless authorized by a resolution of the board of such directors. Such authority may be general or confined to specific instances. The President, Vice-President, and Treasurer must sign for the use of a line of credit. Checks, Drafts, Etc.: All checks, drafts or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the corporation, shall be signed by such officer or officers, agent or agents of the corporation and in such manner as shall from time to time be determined by resolution of the Board of Directors. Two signatures are always required for all checks. Expenditures over $1,000 require board approval. Deposits: All funds of the corporation not otherwise employed shall be deposited from time to time to the credit of the corporation in such banks, trust companies or other depositories as the board of directors may select. ARTICLE X - INDEMNIFICATION OF OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS The Agency shall to the full extent permitted by Wisconsin law indemnify all officers, directors and employees. The Agency shall indemnify agents of the corporation who are or were a party, or are threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation). The Agency shall indemnify same by reason of the fact that he or she is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise. KLC Bylaws Page 6 of 7

7 These are indemnified against expenses (including attorneys fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such persons in connection with such action, suit or proceeding. Such persons are indemnified if they acted in good faith and in a manner reasonably believed to be in or not opposed to the best interest of the corporation, or with respect to any criminal action or proceeding, had no reasonable cause to believe such conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of "nolo contendere" or its equivalent, shall not, of itself, create a presumption that such persons did not act in good faith and in a manner reasonably believed to be in or not opposed to the best interests of the Agency or, with respect to any criminal action nor proceeding, that such persons had reasonable cause to believe that the conduct was unlawful. ARTICLE XI - CONFLICT OF INTEREST When a matter comes before the board in which any director or his or her immediate family member has a personal or business interest, such director shall disclose the interest to the board and not participate in the vote on that matter. The board minutes shall reflect such disclosure and that the director did not participate in the vote on the matter. Employees of the Agency are ethically bound to reveal potential conflicts of interest. ARTICLE XII- AMENDMENTS The bylaws of the Agency may be altered or amended at any meeting of the board of directors upon an affirmative vote of two-thirds of the members of the board present, provided written notice of the substance of the proposed changes is sent to all members of the board at least one week prior to the meeting. CERTIFICATION These bylaws were approved at a meeting of the board of directors by a two-thirds majority vote on Monday, April 20, Secretary Date KLC Bylaws Page 7 of 7