Bylaws

Article I: Purpose

The purpose of the Corporation is to:

1. Provide and promote a clean and healthy living environment, with support for persons who require social and economic aid.
2. Implement programs and services that improve quality of life.
3. Serve as a resource for all persons with special needs.

Article II: Board of Directors

1. Number, Terms and Vacancies

The Corporation’s Board of Directors shall consist of not less than three (3) and not more than twenty-one (21) members. New directors shall be elected by the members of the Board at the Board’s annual meeting for a term of three (3) years. Members of the Board of Directors shall not serve more than two (2) consecutive terms and shall not be eligible again for election to the Board until after a lapse of one (1) year. However, a director elected to fill the remainder of an unexpired term shall be eligible for election for one (1) additional term regardless of previous service. In addition, a director elected to serve as an officer shall be eligible for a term extension in order to fill the duties of that office. The Board of Directors shall by a majority vote fill any vacancy on the Board for the remainder of the unexpired term.

2. Duties and Responsibilities

The Board of Directors shall control and manage all the affairs of the corporation in accordance with these By-Laws and shall have the power to authorize all acts on behalf of the Corporation.

Each director shall be required to:

1. Serve on at least one (1) committee.
2. Make an annual financial contribution of One Hundred Dollars ($100.00) per year to the Corporation and support the Corporation’s fund raising events.
3. Attend at least nine (9) of the twelve (12) regularly scheduled meetings of the Board in each fiscal year. A Board member shall notify the President or Secretary if he or she is unable to attend a Board meeting. Failure to attend four (4) meetings in any given year may result in removal from the Board. Members will receive written notice of possible removal after missing a total of three (3) meetings. Written notice of removal after the fourth absence will be provided to the member so removed. Upon mailing of that notice, such member shall be considered removed from the Board. Attendance exceptions shall be considered on an individual basis, but must be approved by a majority vote of the Board.

3. Meetings and Quorum

1. The Board of Directors shall meet upon the call of the President and shall meet regularly at least twelve (12) times per year, on the 3rd Thursday of each month, unless rescheduled or deemed unnecessary by the Board. Notice of date, time and place of each meeting shall be given to each Board member not less than five (5) days before the meeting.
2. The annual meeting of the Board of Directors shall be held in the last month of the fiscal year, on a date and at a time and place to be fixed by the Board, for the purpose of hearing reports of officers, any committees, and the President; to elect members to the Board and officers; and to act on any other matters which may properly come before the annual meeting.
3. Special meetings of the Board may be called by the President at any time, and shall be called upon written request of one-third (1/3) of the members of the Board of Directors or at the request of the Executive Director.
4. One-third (1/3) of the membership of the Board of Directors plus one (1) shall constitute a quorum. Business may be conducted but no vote may be taken at any meeting at which a quorum is not present.

Article III: Officers

The officers of the Corporation shall be a President, Vice-President, Secretary, and Treasurer, elected annually by the Board of Directors at the annual meeting. Officers serve one-year terms and may be re-elected. The Board may remove any officer at any time by majority vote.

Article IV: Committees

The Board of Directors may establish standing and ad hoc committees as needed to carry out the work of the Corporation. Each committee shall include at least one Board member. Committee chairs are appointed by the President.

Article V: Executive Director

The Board of Directors shall hire an Executive Director who shall serve as the chief staff officer of the Corporation. The Executive Director shall be responsible for implementing the policies and programs of the Corporation as directed by the Board and shall attend all Board meetings in an ex-officio, non-voting capacity.

Article VI: Finances

The fiscal year of the Corporation shall begin on January 1st and end on December 31st. The Board of Directors shall approve an annual budget. All expenditures shall be in accordance with the approved budget. The Treasurer shall present a financial report at each Board meeting.

Article VII: Amendments

These By-Laws may be amended at any regular or special meeting of the Board of Directors by a two-thirds (2/3) vote of the members present, provided that the proposed amendment has been submitted in writing to all Board members at least ten (10) days prior to the meeting at which it is to be considered.