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BylawsBylaws for Access Allies of Bloomington-NormalApproved September 22, 2005Amended March 9, 2008 (Article V, Section 2) ARTICLE I Name and Purpose Section 1: Name The name of our organization is Access Allies of Bloomington-Normal. In this document, it may also be referred to as Access Allies. Section 2: Purpose Our purpose is to transform Bloomington-Normal into a model accessible community. Access Allies will endeavor to achieve this purpose by involving our diverse constituencies through: • Education • Community outreach • Interactive presentations • And public discourse Article II Membership Section 1: Eligibility for Membership Any person or organization who supports our purpose as stated in Article I Section 2 of these bylaws is eligible for membership in Access Allies. Membership is granted upon completion and receipt of a membership application and payment of dues. Section 2: Membership Classes and Dues Access Allies will have 3 classes of membership; individual, family, and organizational. The Board will have the authority to set annual dues and also define additional classes of membership. Dues and contributions are non-refundable. Section 3: Resignation and Termination Any member may resign by filing a written resignation with the secretary. Resignation shall not relieve a member of unpaid dues, or other charges previously accrued. A member can have their membership terminated by a majority vote of the membership Article III Membership Meetings Section 1: Regular Meetings Regular meetings will be held at least quarterly at a time and place designated by the chair. Section 2: Annual Meeting An annual meeting of the members will take place in the first quarter of each year. The chair will designate the date, time, and location of the meeting. At the annual meeting, the members will elect directors and officers, receive reports on the activities of Access Allies, and vote on other such items as the Board may bring before the membership. The annual meeting may be held concurrently with a regular meeting of the members. Section 3: Special Meetings A special meeting may be called by the chair or a simple majority of the board of directors. A petition signed by 5% of the members may also call a special meeting. Section 4: Notice of Meetings A printed or e-mail notice of each meeting will be given to each voting member not less than 2 weeks prior to any special meeting or meeting where the membership will vote on an item. Members may suggest notices in alternative formats as needed. Requests should be submitted to the Secretary. Section 5: Quorum The members present at any properly announced meeting will constitute a quorum. Section 6: Voting All issues to be voted on will be decided by a simple majority of the members who are present at a properly constituted quorum. Article IV Board of Directors Section 1: Board Role and Responsibilities The management and administration of Access Allies is vested in the Board of Directors. The Board of Directors will be responsible for: • Determining the organization’s mission and purpose • Providing proper financial oversight • Ensuring the organization has adequate resources • Ensuring legal and ethical integrity and maintaining accountability • Ensuring effective organizational planning • Recruiting, orienting, and training new board members and assessing board performance • Enhancing the organization’s public standing • Determining, monitoring, and strengthening the organization’s programs and services • Ensuring the membership has sufficient opportunities to participate in achieving the mission and purpose of Access Allies. Section 2: Size The Board of Directors will have no less than 5 nor more than 12 members. Section 3: Compensation The Board of Directors will receive no compensation other than reasonable expenses. Section 4: Terms All board members will serve 3 year terms. Terms commence on the first day of April following the election. Section 5: Meetings The board of directors will meet at least quarterly at an agreed upon time and location. Special board meetings may be called by the chair or the request to the chair by 3 board members. Section 6: Notice of Meetings Each board member will receive notification of at least 2 weeks in advance of an official board meeting. Section 7: Quorum For the board of directors to conduct business and pass motions, a quorum of board members must be present at the board meeting. A quorum exists as long as 50% of the board members are present at a properly announced board meeting. Section 8: Qualifications Only current dues paying members are eligible to become or serve on the Board of Directors. The only other qualification will pertain to the Youth Advocate, who must be a board member of age 18 years or less at time of election. Section 9: Board Member Responsibilities The responsibilities of a board member are to: • Attend all board meetings, committee meetings, and special events • Be informed about the Access Allies’ mission, policies, and programs • Review agenda and supporting materials prior to board and committee meetings • Serve on committees and task forces as well as take on special assignments • Make a personal financial contribution to the organization • Inform others about the organization • Suggest nominees to the board • Keep up-to-date on developments in issues related to community accessibility • Follow conflict of interest and confidentiality policies • Assist the board in carrying out its fiduciary responsibilities to Access Allies • Listen to members and actively seek their input regarding Access Allies Section 10: Board Elections Directors will be elected by simple majority vote of the members at the annual meeting. Section 11: Election Procedures A board development committee will be responsible for nominating a slate of prospective board members and officers representing Access Allies diverse constituencies. Additionally, any member may nominate a candidate to the slate of nominees. Article V Board Officers Section 1: Officers and Qualifications There will be 5 officers of the board consisting of a chair, vice chair, secretary, treasurer, and youth advocate. All officers must be board members. Section 2: Term of Office All officers will serve 3 year terms. The terms will begin the first day of April following the election. Section 3: Chair The chair will: • Preside over board and executive committee meetings or arrange for another officer to preside in the following order: vice chair, secretary, treasurer, or youth advocate. • serve as ex officio member of all committees • work in partnership with the board to ensure all board resolutions are carried out • call special meetings if necessary • appoint all committee chairs • prepare agenda for board and executive committee meetings • see to the orientation of new board members • work with the board development committee to recruit new board members • periodically consult with board members on their roles and help them assess their performance • act as a spokesperson on behalf of Access Allies and the board of directors The Chair will also have the authority to sign all deeds, contracts, bank loans, checks, or other documents necessary or convenient to the operation of Access Allies. Section 4: Vice Chair The vice chair will: • attend all board meetings • serve on the executive committee • understand the duties of the board chair and be able to perform those duties in the absence of the chair or the chair’s inability or refusal to act • Carry out special duties as assigned by the chair or the board When acting in place of the chair, the vice chair will have all the powers and restrictions of the chair. Section 5: Secretary The secretary will: • attend all board meetings • serve on the executive committee • maintain all board records and ensure their accuracy and safety • provide notice of board and membership meetings when such notice is required • review board minutes • assume responsibilities of the chair in the absence of the chair and vice chair • perform special duties as assigned by the chair or board Section 6: Treasurer The treasurer will: • maintain knowledge of the organization and personal commitment to its goals • Understand financial accounting for nonprofit organizations • Serve as financial officer of the organization and chair of the finance committee • Manage, with the finance committee, the board’s review of and actions related to the board’s financial responsibilities • Work with the board chair to ensure appropriate financial reports are made available to the board and membership on a timely basis • Prepare the annual budget • Assume responsibilities of the chair in absence of the chair, vice chair, and secretary • Perform other duties as assigned by the chair or board Section 7: Youth Advocate The youth advocate will: • chair the youth committee • act as liaison between the board and youth committee • assume responsibility in the absence of the chair, vice chair, secretary, and treasurer • perform special duties as assigned Section 6: Vacancies When a vacancy exists on the board mid-term, the chair will nominate a replacement for that vacancy. The nominee will assume the remainder of the term once the board of directors confirms the nomination by simple majority vote. Section 7: Resignation, Termination, and Absences Resignation must be in writing and received by the chair. A board member can be terminated from the board if his or her absences exceed 50% of the scheduled board meetings for that calendar year. A board member may be removed for other reasons by a three-fourths vote of the remaining board of directors. Article VI Committees Section 1: Committee Formation The Board of Directors may establish committees through a resolution of the Board. No committee will be established without a charter describing the purpose, goals, responsibilities, authority,, composition, operating procedures, and duration of the committee. All committees must consist of 3 or more persons. The Chair may appoint any person to a committee. All members of a committee are permitted to vote on any issue or motion before that committee. Section 2: Committee Chairpersons The Chair may appoint a chairperson for each committee subject to approval of a majority of the board of directors. Section 3: Terms All committee members will serve until after the first annual meeting after their appointment or until a successor is appointed. Section 4: Reports All committee chairpersons or their designees will assure meeting minutes are kept of their committees, provide brief reports at board meetings, and provide a summary report for the annual membership meeting. Section 5: Minutes The minutes of all committees will be filed with the Secretary of the Board. Section 6: Executive committee The 5 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, and is subject to the direction and control of the full board. Section 7: Board Development committee The purpose of the board development committee will be : • Assessing the board’s current composition and identify missing characteristics • Developing a recruitment plan and continuously cultivating new prospects • Developing job descriptions for board members • Assisting the chair in orienting new board members • Ensuring the board engages in self-assessment This committee will consist of at least 3 persons. The chair of this committee must be a currently serving board member. Section 8: Youth committee The purpose of the youth committee will be: • to encourage the participation of youth in Access Allies’ mission and goals • To increase the awareness of Bloomington-Normal youth in accessibility issues This committee will be open to all members of Access Allies who are 18 years or younger. The chair of the youth committee will be the youth advocate. The chair or the board may also opt to appoint one or more youth committee sponsors, whose role will be to work together with the youth advocate in leading the committee. Section 9: Finance committee The purpose of the finance committee will be to: • Assist the treasurer in reporting on, planning for, and safeguarding Access Allies’ financial and physical assets. • Drafting financial policies and procedures The chair of this committee will be the Treasurer. Section 10: Ad Hoc Committees The Chair may establish, when necessary, an Ad Hoc committee consisting of at least 2 board members to accomplish or perform a specific mission. Each Ad Hoc committee will cease to exist upon completion of their mission and acceptance of their closing report by the Chair or Board of Directors. Article VII Indemnification Access Allies of Bloomington-Normal shall indemnify any current or former director or officer of the organization against expenses actually incurred and responsibility by him/her in connection with the defense of any action, suit, or proceeding, civil or criminal, in which he/she is made a part by reason of being or having been a director or officer, as provided by Illinois law. Article IIX Amendment These bylaws may be amended when necessary by two-thirds majority of the full Board of Directors. Proposed amendments must be submitted to the Secretary to be sent out with regular board announcements. Article IX Parliamentary Procedure All board and committee meetings will be governed by Robert’s Rules of Order Newly Revised unless procedures are otherwise stated by these Bylaws, standing rules, or resolution of the Board of Directors. |
