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VOICES FOR CHILDREN OF PALM BEACH COUNTY Amended Bylaws

ARTICLE I

Name

The name of the Corporation shall be Voices for Children of Palm Beach County. (Hereinafter referred to as "The Corporation".)

ARTICLE II

Principal Office

The principal office of this Corporation shall be located at such location as the Board of Directors may designate, and the mailing address is P.O. Box 198, West Palm Beach, FL 33402.

ARTICLE III

Purposes

Section 1.

To establish and maintain an organization to support the interests of abused, abandoned, neglected children and youth in Palm Beach County and to raise, disburse and distribute funds for those and other related charitable and educational purposes and work in partnership with selected community organizations and other nonprofit organizations in Palm Beach County.

Section 2.

To operate exclusively in any other manner for such purposes as will qualify it as an exempt organization under Section 501 (c) (3) of the Internal Revenue Code, as amended, or under any corresponding provisions of any subsequent federal tax laws covering the distributions to organizations qualified as tax exempt organizations under the Internal Revenue Code, including private foundations and private operating foundations.

ARTICLE IV

Prohibited Activities

Notwithstanding any other provisions of the By-laws or the Articles of Incorporation, this Corporation shall not conduct or carry on any activities not permitted to be conducted or carried on by any organization that shall be exempt under Section 501 (c) (3) of the Internal Revenue Code and its regulations, (now existing or hereafter adopted), or by any organization contributions to which are deductible under Section 170 (e) (2) of the Internal Revenue Code and its regulations, (now existing or hereafter adopted).

ARTICLE V

Classifications of Membership

Section 1. Eligibility

Any person interested in the objectives and purposes of this organization who agrees to be bound by the Articles of Incorporation and By-laws is eligible for nomination and membership on the Board of Directors

Section 2. Honorary Members

The Board of Directors may recommend and elect Honorary Members by a majority vote of the members present and voting. Honorary Members shall serve a term at the pleasure of the Board. Honorary members do not have voting rights.

Section 3. Advisory Members

The Board of Directors many recommend and elect Advisors, including the Guardian Ad Litem Director, and they shall participate in Board meetings upon the invitation of the President of the Board. The Advisory members do not have voting rights.

Section 4. Voting Rights

The Board of Directors shall possess sole and exclusive right to hold office, sponsor new members to the Board of Directors, recommend Honorary and Advisory Members and vote on matters dealing with corporate business and affairs.

ARTICLE VI

Meetings of the Board of Directors

Section 1. Annual Meeting

The annual membership meeting shall be held in Palm Beach County, Florida in May. Written notice of the meeting, together with a slate of nominees for the officers of the Board of Directors, shall be sent to each member ten (10) days in advance of the meeting by regular mail, e-mail, fax or other electronic means.

Section 2. Regular Meetings

The Board shall meet regularly once each month unless there are no agenda items requiring the Board's attention in any given month. Notice of the time, place, agenda and any potential items to be voted on shall be provided, together with the minutes of the preceding meeting, to each Board member prior to the meeting.

Section 3. Attendance

Regular attendance of meetings is required by each Board Member. Attendance is satisfied by either in person presence or via phone conference. Should a member miss more than three (3) consecutive meetings per year, the Board shall have discretion to vote to terminate that member. Termination shall occur only by a 2/3 vote at a regular or special meeting provided that there shall have been no less than three (3) days written notice of the purpose of said meeting.

Section 4. Special Meetings

Special meetings of the general membership may be called by the President or Vice President at any time and shall be called on the written request of one-third (1/3) of the general membership. The purpose of the meeting shall be stated with the request and no business shall be transacted except that for which the meeting has been called. Notice of time, place and purpose of each Special Meeting of the members shall be given at least seven (7) days prior to the meeting.

Section 5. Quorum

One-third (1/3) of the Board of Directors shall be a quorum at any meeting of the Board. Without a quorum, no voting shall take place.

Section 6. Meeting Notices

Meeting notices may be provided by US Mail, e-mail, FAX or other electronic means.

ARTICLE VII

Board of Directors

Section 1. Function

The general management of affairs of the organization shall be vested in the Board of Directors.

Section 2. Application and Membership

A prospective Board Member shall be eligible for membership after he/she has submitted a resume and application of interest to the Board Development Chair/committee. The Board Development Chair/committee will assess the candidate's suitability to the organization based on its current needs. The Board Development Chair/Committee will then make a presentation of the person's application to the Board for preliminary approval prior to the candidate being invited to attend a Board meeting. Under closed session, the Board will vote on the candidate's membership.

Section 3. Composition and Terms

  • 1. The Board of Directors shall consist of the Officers of the Corporation (President, Vice President, Secretary, and Treasurer) and such other directors as the Board of Directors may approve and elect, not to exceed a total of 21 in number.
  • 2. Beginning with the Annual Meeting in May a Director shall serve no more than two consecutive three-year terms from said date or from the time of appointment later made.
  • 3. Terms of office shall be three years. Beginning with the Annual Meeting in May each Board member shall serve three years per term, not exceeding two terms for a total of six years. Unless two-thirds of the Board votes for the retention of the Board member, and then the Board member may only then serve one more three year term.

Section 4. Voting Rights

Each member of the Board of Directors shall be entitled to one vote. Email votes may be taken when a majority of the Board members have approved the ability to vote by email on that specific item. Only after approval by majority, may the vote be then taken by email. Revision of the bylaws shall not be voted on by email.

Section 5. Vacancies

Any vacancy on the Board may be filled for the unexpired term by a majority vote of the Board. Such election must be preceded by ten (10) days notice to all Board members.

Section 6. Duties of Membership of the Board of Directors

  • 1. Transact all business of the Corporation to include participation in resource development.
  • 2. Audit bills and disburse the funds of the Corporation.
  • 3. Carry on correspondence and communicate with other associations with the same interest.
  • 4. Authorize the President, Vice-president, Secretary and Treasurer to execute contracts on behalf of the Corporation.
  • 5. Terminate any contract of any firm, individual or other entity employed by the Corporation provided such action does not give rise to a claim or demand for breach of contract or obligation.
  • 6. Authorize standing and/or special committees, their names, powers and duties.
  • 7. Approve any contract, check, or obligation in excess of $10500.00 unless proper budget approval has been given.
  • 8. Generate and authorize the implementation and administrative policies and procedures to guide the Voices for Children of Palm Beach County Board and volunteers in handling of day-to-day operations.
  • 9. Devise and carry into execution such other measures as it deems proper to promote the objectives of the corporation and protect the interest and welfare of the members.

Section 7. Compensation (need to discuss)

No officer or any other Board member shall receive compensation for his/her services. Board Members may be reimbursed for pre-approved expenses.

Section 8. Liability and Indemnity

No board member shall be personally liable for the Corporation's debts, liabilities, or other obligations, and such Board member shall be entitled to indemnification by the Corporation to the extent allowed by law, unless such debt, liability or other obligation is incurred because of wrongdoing on the Board member's part.

Section 9. Termination/Resignation

  • 1. Any Board member may be removed for cause upon two-thirds (2/3) vote of the Board of Directors at a regular or special meeting provided that there shall have been no less than three (3) days written notice of the purpose of said meeting.
  • 2. Any member may resign from the Board by delivering a written Resignation to the President of Board of Directors or Secretary.

ARTICLE VIII

Officers

Section 1. Composition

The Officers of the Corporation shall be President, Vice President, Secretary and Treasurer.

Section 2. Election

  • 1. The Officers shall be elected by a majority of the Board at the Annual Meeting of the Corporation for a term of one (1) calendar year. At least seven (7) days before the Annual Meeting a list of potential candidates for Officer positions shall be submitted to the Board.

Section 3. Term of Office

  • 1. The officers elected at the Annual Meeting shall be installed and take office immediately.
  • 2. Each officer may serve no more than two (2) consecutive terms in any given position unless approved by a 2/3 vote of the Board.
  • 3. The President may become a member of the Board of Directors for one year after his/her term of office as President, in the office of Past President if his/her term of service would have expired under Article 7,

    Section 3.

Section 4. Vacancies

  • 1. Should the office of the President become vacant by reason of termination or resignation, the Vice President shall succeed to that office for the unexpired term.
  • 2. Vacancies in all other elected offices shall be filled for the unexpired term by a majority vote of the membership upon the candidate being presented to the Board by the Nominating Committee.

Section 5. Duties

  • 1. The President shall preside over all meetings of the General Membership and the Executive Committee; call any Special Meetings deemed necessary; sign all contracts and any other obligations on behalf of the Corporation as approved by the Board of Directors; be authorized to sign checks on the Corporation's bank account; be a member ex-officio of all committees.
  • 2. The immediate Past President shall act as a consultant an aide to the Board of Directors and shall assist with duties as assigned by the President.
  • 3. The Vice President shall act as an aide to the President and shall perform the duties of the President in the absence or disability of that officer, and perform other duties as may be delegated by the Executive Board.
  • 4. The Secretary shall record the minutes of all meetings of the General Membership and the Executive Committee, see that copies of minutes are sent with notice of next meeting to each Board Member ten (10) days prior, keep accurate attendance records of said meetings, and be responsible for maintaining and keeping official records of the Corporation. The Secretary shall act as the President pro tem in the event that the President and Vice President are unable to perform their duties.
  • 5. The Treasurer shall receive and deposit all funds in the name of the Corporation in a bank approved by the Board of Directors, and sign checks for the disbursement of funds. The Treasurer shall present to the Board of Directors at each monthly regular meeting a report of the previous month's receipts and expenditures. The Board of Directors may also request special reports from time to time. It is the responsibility of the Treasurer to oversee financial procedures of the Corporation, submit audits, and prepare and file returns required by all government agencies. The Treasurer's report shall be reviewed every month by a designated Board member.
  • 6. Evaluations of the officers shall be submitted by each Board member prior to the Annual Meeting in May. The evaluation forms shall be created, drafted and finalized by the Executive Committee and distributed at the April Board meeting.

ARTICLE IX

STAFF

Section 1. Function

Upon majority vote of the Board members, staff members may be hired on an as needed basis.

Section 2. Chief Executive Officer (CEO)

  • 1. Duties
    The staff of the Corporation may include a Chief Executive Officer as determined by the Board of Directors who shall be employed and approved by the Board of Directors. The CEO supports and advises the Board and guides the professional staff in managing any programs, services, or activities in which the Corporation is involved. The CEO shall be selected by the Executive Committee with unanimous approval of the Board. The CEO is a non-voting member of the Board of Directors and of all Committees. The CEO shall attend all meetings, with the exception of any meeting that deals with the performance or salary of the CEO. The CEO shall present a report at each meeting delineating the activities of the organization and any other pertinent information. The CEO shall not be considered an officer of the Board.
  • 2. Evaluation
    Evaluations of the Chief Executive Officer shall be submitted by each Board member prior to the Annual Meeting in May. The evaluation forms shall be created, drafted and finalized by the Executive Committee and distributed at the April Board meeting.

Section 3. General Counsel (GC)

  • 1. Duties
    The Staff of the Corporation may include a General Counsel as determined by the Board, who shall be employed and approved by the Board. The General Counsel provides legal advice and support to the Corporation. Other duties may be assigned by the Board or the CEO, including but not limited to, development of policies and procedures, legal research, contract review, and the development and review of grant proposals. The GC shall be selected by the Executive Committee with unanimous approval of the Board. The GC is a non-voting member of the Board of Directors and of all Committees. The GC shall attend all meetings, with the exception of any meeting that deals with the performance or salary of the CEO and/or GC. The GC shall submit a report when necessary.
  • 2. Evaluation
    Evaluations of the General Counsel shall be submitted by each Board member prior to the Annual Meeting in May. The evaluation forms shall be created, drafted and finalized by the Executive Committee and distributed at the April Board meeting.

ARTICLE X

COMMITEES

Section 1. Establishment and Supervision of Board Committees.

The Board Committees shall be the Executive Committee, Standing Committees and Special Committees established by resolution of the Board in accordance with these Bylaws. All committees, other than the Executive Committee, will be supervised by the CEO.

Section 2. Executive Committee The Executive Committee shall consist of the President, Vice-President, Secretary, Treasurer and Immediate Past President.

The Executive Committee shall help to set policy for the operations and management of the Corporation and shall make recommendations to the Board of Directors concerning the administration, supervision and control of the Corporation's affairs. It shall have the authority, when necessary, to make decisions between meetings of the Board of Directors which are consistent with the Articles of Incorporation and the By-laws of the Corporation.

Section 3. Standing Committees

  • A. Recruitment & Retention
    The Recruitment and Retention Committee plans and implements ways to recruit volunteer Guardians Ad Litem and to improve retention rates.
  • B. Resource Development
    The Resource Development Committee plans and implements ways to raise funds for the work of Voices for Children.
  • C. Marketing/Public Relations
    The Marketing/Public Relations Committee plans and implements means to promote public awareness of the mission of Voices for Children of Palm Beach County, Inc.
  • D. Finance
    Create a budget for the Corporation and oversee the fiscal operations of the organization, including the hiring of an accounting firm to perform the annual any necessary auditing process.
  • E. Bylaws
    Review and revision of bylaws as may be required.
  • F. Board Development
  • i. Identify needs, create candidate list from potential sources, qualify Candidates and extend invitations for membership
  • ii. Develop and update an information packet

Section 4. Special Committees

The Executive Board may appoint any Special Committees as may be required.

Section 5. Committee Reports

All meetings and resulting actions of any Standing and/or Special Committee shall be reported to the Board at its next regularly scheduled meeting.

Section 6. Appointment to Committees

The President in conjunction with the CEO shall appoint committee chairs.

ARTICLE XI

Finance

Section 1. Budget

The proposed annual budget of estimated income and expenditures shall be approved by the Board of Directors. No expense shall be incurred in excess of budgetary appropriation without approval of the Board of Directors.

Section 2. Deposits

All funds received by the Corporation shall be deposited to the credit of the Corporation in such banks or other depositories as may be approved and authorized by the Board.

Section 3. Checks

All checks, drafts, or valid vouchers for the payment of any notes, sums of money, or other evidence of debt issued in the name of the Corporation shall be signed by any of the Officers of the Corporation or the CEO. Authorized signers include the Officers of the Corporation and the Executive Director.

Section 4. Signatures

All contracts and any documents that create an obligation of the Corporation shall be approved by resolution of the Board.

Section 5. Independent Audit

When necessary, the Corporation shall have an independent audit of their financial record.

Section 6. Treasurer's Report

At each meeting, the Treasurer shall report the monetary amount in our accounts.

ARTICLE XII

Records

The Corporation shall maintain proper books and records and shall keep minutes of all the meetings of the General Membership and the Board at the principal office of the Corporation. All such records may be inspected by any director, member, or the agent or attorney of either, at any reasonable time.

ARTICLE XIII

By-laws Amendment

These By-laws may be amended, repealed or altered in whole or in part by the majority vote of the Board of Directors. Notice of the proposed change shall be provided to each member at least seven ten (710) days prior to the vote, which will occur at the next regularly scheduled or special called meeting of the Board.

ARTICLE XIV

Parliamentary Authority

Meetings will be conducted in conformance with Robert's Rules of Order.

ARTICLE XV

Fiscal Year

The fiscal year of the Corporation shall commence on the first day of July, and terminate on the last day of June(ask the board).

ARTICLE XVI

Distribution of Assets

Upon dissolution, liquidation and winding up of the Corporation, the board shall, after paying or making provisions for the payment of all liabilities of the Corporation, dispose of all the assets of the Corporation exclusively for the purposes of the Corporation in such manner, and to such organization or organizations organized and operated exclusively for charitable, education, religious or scientific purposes, as shall at the time qualify as an exempt organization under Section 501 (c) (3) of the internal Revenue Code of 1954 as amended, as the Board may determine. Any assets not so disposed of shall be disposed of by a court of competent jurisdiction in the county in which the principal office of the corporation is then located, exclusively for such purposes, or to such organization or organization as such court shall determine.

Approved, April 3, 2008

 

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