NAME AND PURPOSES
Name. The name of the organization is Our Special
Needs. It shall be incorporated under the laws of the State
Purpose. The Corporation is organized for the charitable
purpose of improving the quality of life for people with disabilities
and their families.
Membership. Membership shall consist of only the members of
the board of directors.
AND DUTIES OF DIRECTORS
Authority of Directors. The Board of
Directors is the policy-making body and may exercise all the powers and
authority granted to the Corporation by law.
Number, Selection, and Tenure.
The Board of Directors shall consist of up to seven and no less than
three (3) directors. Each officer on The Board shall hold
office for a term of two (2) years but are eligible for re-election.
Each non-officer on The Board of directors shall hold office for a term
of one (1) year but are eligible for re-election. Election of
new directors or election of current directors to a second term will
occur as the first item of business at the annual meeting of the
corporation. Directors will be elected by a majority vote of
the current directors.
Resignation. Resignations are effective upon receipt by the
Secretary of the Corporation of written notification.
Regular Meetings. The Board of Directors shall hold at least
four (4) regular meetings per calendar year.
Meetings shall be at such dates, times and places as the Board shall
Special Meetings. Meetings shall be at such dates, times and
places as the Board shall determine.
Notice. Meetings may be called by the Chairperson or at the
request of any two (2) directors by notice emailed, mailed, telephoned,
or telegraphed to each member of the Board not less than forty-eight
(48) hours before such meeting.
Quorum. A quorum shall consist of a majority of the Board
attending in person or through teleconferencing. All
decisions will be by majority vote of those present at a meeting at
which a quorum is present. If less than a majority of the
directors is present at said meeting, a majority of the directors
present may adjourn the meeting on occasion without further notice.
Action Without a Meeting. Any action required or
permitted to be taken at a meeting of the Board of Directors (including
amendment of these Bylaws) or of any committee may be taken without a
meeting if all the members of the Board or committee consent in writing
to taking the action without a meeting and to approving the specific
action. Such consents shall have the same force and effect as a
unanimous vote of the Board or of the committee as the case may be.
Participation in Meeting by Conference Telephone.
Members of the Board may participate in a meeting through use of
conference telephone or similar communications equipment, so long as
members participating in such meeting can hear one another.
Committees. The Board of Directors may, by resolution adopted
by a majority of the Directors in office, establish committees of the
Board composed of at least two (2) persons which, except for an
Executive Committee, may include non-Board members. The Board
may make such provisions for appointment of the chair of such
committees; establish such procedures to govern their activities, and
delegate thereto such authority as may be necessary or desirable for
the efficient management of the property, affairs, business, and
activities of the Corporation
Reimbursement. Directors shall serve without
compensation with the exception that expenses incurred in the
furtherance of the Corporation’s business are allowed to be reimbursed
with documentation and prior approval. In addition, Directors
serving the organization in any other capacity, such as staff, are
allowed to receive compensation therefore.
AND DUTIES OF OFFICERS
Officers. The officers of the Board shall be a Chair, a
Vice-Chair, a Secretary and Treasurer, and such other officers as the
Board of Directors may designate.
Appointment of Officers; Terms of Office. The
officers of The Board of Directors shall be elected by The Board of
Directors at regular meetings, or, in the case of vacancies, as soon
thereafter as convenient. Only current directors can be
elected to an officer of the board. New offices may be
created and filled at any meeting of the Board of Directors.
Terms of office may be established by the Board of Directors, but shall
not exceed three (3) years. Officers shall hold office until
a successor is duly elected and qualified. Officers shall be
eligible for reappointment.
Resignation. Resignations are effective upon receipt by the
Secretary of the Board of a written notification.
Removal. An officer may be removed by the Board of Directors
at a meeting, or by action in writing pursuant to Section 3.08,
whenever in the Board’s judgment the best interests of the Corporation
will be served thereby. Any such removal shall be without
prejudice to the contract rights, if any, of the person so removed.
Chair. The Chair shall be a director of the Corporation and
will preside at all meetings of the Board of Directors. The
Chair shall perform all duties attendant to that office, subject,
however, to the control of the Board of Directors, and shall perform
such other duties as on occasion shall be assigned by the Board of
Vice-Chair. The Vice-Chair shall be a director of the
Corporation and will preside at meetings of the Board of Directors in
the absence of or request of the Chair. The Vice-Chair shall
perform other duties as requested and assigned by the Chair, subject to
the control of the Board of Directors.
Secretary. The Secretary shall be a director of the
Corporation and shall be responsible for keeping records of Board
action, including overseeing the taking of minutes at all board
meetings, sending out meeting announcements, distributing copies of
minutes and the agenda to each board member, and assuring that
corporate records are maintained.
Treasurer. The Treasurer shall be a director of the
Corporation and shall make a report to the Board of Directors at each
regular meeting on the status of the Council’s finances. The
Treasurer shall chair the finance committee, assist in the preparation
of the budget, help develop fundraising plans, and make financial
information available to Board members and the public.
Paid Staff. The Board of Directors may hire such paid staff
as they deem proper and necessary for the operations of the
Corporation. The powers and duties of the paid staff shall be
as assigned or as delegated to be assigned by the Board.
Limitations. The Board of Directors and their immediate
family members shall not receive benefits as participants while members
of the Board. Board members and their immediate family
members are free to make donations to other non-related participants.
Every member of the Board of Directors, officer or employee of the
Corporation may be indemnified by the corporation against all
expenses and liabilities, including counsel fees, reasonably incurred
or imposed upon such members of the Board, officer or employee in
connection with any threatened, pending, or completed action, suit or
proceeding to which she/he may become involved by reason of her/his
being or having been a member of the Board, officer, or employee of the
corporation, or any settlement thereof, unless adjudged therein to be
liable for negligence or misconduct in the performance of
her/his duties. Provided, however, that in the event of a settlement
the indemnification herein shall apply only when the Board approves
such settlement and reimbursement as being in the best interest of the
corporation. The foregoing right of indemnification shall be
in addition and not exclusive of all other rights which such member of
the Board, officer or employee is entitled.
ADVISORY BOARDS AND COMMITTEES
Establishment. The Board of Directors may establish one or
more Advisory Boards or Committees. The Board Chair appoints
all committee chairs.
Size, Duration, and Responsibilities. The size,
duration, and responsibilities of such boards and committees shall be
established by a majority vote of the Board of Directors.
Executive Committee. The four officers serve as the members
of the Executive Committee. Except for the power to amend the
Articles of Incorporation and Bylaws, the Executive Committee shall
have all of the powers and authority of the Board of Directors in the
intervals between meetings of the Board of Directors, subject to the
direction and control of the Board of Directors.
Fiscal Year. The fiscal year of the Corporation shall be
January 1 - December 31 but may be changed by resolution of the Board
Checks, Drafts, Etc. All checks, orders for the
payment of money, bills of lading, warehouse receipts, obligations,
bills of exchange, and insurance certificates shall be signed or
endorsed by such officer or officers or 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 or of any committee to which
such authority has been delegated by the Board.
Deposits and Accounts. All funds of the
Corporation, not otherwise employed, shall be deposited from time to
time in general or special accounts in such banks, trust companies, or
other depositories as the Board of Directors or any committee to which
such authority has been delegated by the Board may select, or as may be
selected by the Chair or by any other officer or officers or agent or
agents of the Corporation, to whom such power may from time to time be
delegated by the Board. For the purpose of deposit and for
the purpose of collection for that account of the Corporation, checks,
drafts, and other orders of the Corporation may be endorsed, assigned,
and delivered on behalf of the Corporation by any officer or agent of
Investments. The funds of the Corporation may be
retained in whole or in part in cash or be invested and reinvested on
occasion in such property, real, personal, or otherwise, or stock,
bonds, or other securities, as the Board of Directors in its sole
discretion may deem desirable, without regard to the limitations, if
any, now imposed or which may hereafter be imposed by law regarding
such investments, and which are permitted to organizations exempt from
Federal income taxation under Section 501(c)(3) of the Internal Revenue
Correct books of account of the activities and transactions of the
Corporation shall be kept at the office of the Corporation.
These shall include a minute book, which shall contain a copy of the
Certificate of Incorporation, a copy of these Bylaws, and all minutes
of meetings of the Board of Directors.
AMENDMENT OF BYLAWS
These Bylaws may be amended by a majority vote of the Board of
Directors, provided prior notice is given of the proposed amendment in
the notice of the meeting at which such action is taken, or provided
all members of the Board waive such notice, or by unanimous consent in
writing without a meeting pursuant to Section 3.08.
Upon the dissolution of the organization, assets shall only be
distributed for one or more exempt purposes within the meaning of
501(c)(3) of the Internal Revenue Code, or corresponding section of any
future federal tax come, or shall be distributed to the federal
government, or to a state or local government, for a public
purpose. Any such assets not disposed of shall be disposed of
by the Circuit Court of the county in which the principal office of the
organization is then located, exclusively for such purposes or to such
an organization or organizations, as said Court shall determine, which
are organized and operated exclusively for such purposes.