By-Laws
The By-Laws for the Faith in Action National Network were adopted in 2005. These By-Laws were amended and restated on December 21, 2011, and September 27, 2012, by the National Volunteer Caregiving Network.
BYLAWS OF THE
NATIONAL VOLUNTEER CAREGIVING NETWORK
A NON-PROFIT CORPORATION
ARTICLE I
NAME AND PURPOSE OF THE CORPORATION
1.01 NAME
The name of the Corporation is The National Volunteer Caregiving Network (NVCN).
1.02 PURPOSE
The specific and primary purposes for which this Corporation is formed are:
A. To empower strong, sustainable volunteer caregiving programs;
B. To build a network of such programs; and,
C. To support the development of new volunteer caregiving programs.
1.03 This Corporation is organized and operated exclusively for the charitable purpose within the meaning of Section 501(c)(3) of the Internal Revenue Code.
No substantial part of the activities of this Corporation shall consist of carrying on propaganda, or otherwise attempting to influence legislation, and the Corporation shall not participate or intervene in any political campaign (including the publishing or distribution of statements) on behalf of any candidate for public office.
The property of this Corporation is irrevocably dedicated to charitable purposes and no part of the net income or assets of this Corporation shall ever inure to the benefit of any director, officer, or member thereof, or to the benefit of any private person. Upon the dissolution or winding up of the Corporation, its assets remaining after payment, or provision for payment of all debts and liabilities of this Corporation shall be contributed to a nonprofit fund, foundation or corporation which is organized and operated exclusively for charitable purposes and which has established its tax exempt status under Section 501(c)(3) of the Internal Revenue Code.
ARTICLE II
MEMBERSHIP
2.01 CATEGORIES
There shall be the following categories of Memberships (and Members) of The National Volunteer Caregiving Network.
a. Program Members: Non profit organizations which provide volunteer caregiving services upon application and payment of annual dues.
b. Supporting Members: Any person or organization who subscribes to the purpose, goals, and objectives of NVCN upon application and payment of annual dues.
c. Collaborating Partners: Organizations with which the Board of Directors of NVCN has developed a collaborative relationship governed by a memorandum of understanding or other document upon application and payment of annual dues.
ARTICLE III
DIRECTORS/BOARD OF DIRECTORS
3.01 GENERAL POWERS
The affairs of the Corporation shall be managed by its Board of Directors.
3.02 NUMBER
The number of Directors on the Board shall be no fewer than nine (9) nor more than fifteen (15). At least four (4) of the Directors will be actively involved with a local member program at the time of their election by the Board.
3.03 NOMINATIONS AND QUALIFICATIONS of DIRECTORS
Nominations for Directors shall be made by a Director presently serving on the Board. A nominating committee appointed by the President of the Board shall screen all nominations received and develop a recommendation to the Board. All nominees shall meet the following qualifications:
a. Commitment to the mission/vision/values of the Corporation.
b. Willing and able to attend meetings of the Board of Directors on a Regular Basis.
c. Willing and able to serve on a Board committee.
d. Willing to make a personal financial gift to the organization.
3.04 ELECTION OF DIRECTORS
Elections of Directors shall be held at a special or regularly scheduled Board meeting in the last quarter of the fiscal year for terms to begin on the first month of the subsequent year. Directors will be elected by a majority vote of the sitting Board of Directors.
3.05 TERMS OF OFFICE
All Directors shall be elected to three (3) year terms. No Director can be elected to more than two (2) consecutive three (3) year terms. If a Director is unable or unwilling to complete an elected term, the Director is not eligible for re-election until one year after the end of the second consecutive term.
3.06 ATTENDANCE
In order to assure appropriate oversight of the organization, regular attendance is expected of members of the Board and Executive Committee of NVCN. Irregular attendance is considered to be missing more than two (2) consecutive face-to-face meetings in a year or missing any combination of three (3) scheduled face-to-face and teleconferenced meetings in a year.
3.07 REMOVAL FROM OFFICE
a. Any Director elected may be removed from office by majority vote of the Board of Directors.
b. Any Director having three (3) unexcused absences from Board meetings may be considered to have resigned from their Board position and shall be contacted to determine their interest in serving NVCN.
3.08 VACANCIES
Vacancies in a Director position shall be filled by a majority vote of the Board of Directors, wherever possible, within three (3) months of official notification of the vacancy for the remainder of the fiscal year. At that time the Director filling the vacancy will need to be nominated in accordance with the requirements in previous sections and duly elected by the Board to fill that position. A Director appointed by the Board of Directors to fill a vacancy will be eligible to be elected to two (2) consecutive three (3) year terms if the vacant term has less than eighteen (18) months remaining. If the vacancy has more than eighteen (18) months remaining, the Director filling the vacancy will be eligible for election to only one (1) additional three (3) year term.
3.09 COMPENSATION
Directors shall not receive any salaries or otherwise be compensated for services incident to the duties and responsibilities for the Corporation. When funds are available, Directors may be equally reimbursed for expenses incurred in travel to and from meetings of the Board of Directors or for lodging and meals while attending meetings of the Board of Directors.
Directors may also be reimbursed for travel, lodging and meal expenses when representing the organization in an official capacity at a national or regional function.
3.10 HONORARY/ADVISORY BOARDS AND COUNCILS
The Board of Directors may, at any time, appoint persons to an Honorary and one or more Advisory Boards or Councils. Qualifications of Members of those Councils shall be as follows:
a. Commitment to the purpose of NVCN.
b. Willing to provide advice to the Board and Staff of NVCN in support of its mission.
c. Willing to participate in meetings of the council of which they are a member.
d. Willing to make a personal financial gift to NVCN.
ARTICLE IV
MEETINGS OF THE BOARD
4.01 REGULAR MEETINGS
Regular Meetings of the Board of Directors will be held no less than four (4) times per year, one of which shall be the Annual Meeting. New Directors will be seated at the first meeting of the fiscal year.
4.02 SPECIAL MEETINGS
Special Meetings of the Board of Directors may be called by or at the request of the President or any two (2) Directors. The person or persons authorized to call Special Meetings of the Board must designate the place and time for the meeting.
4.03 NOTICE
Notice of all Regular Meetings of the Board of Directors shall be given at least two (2) weeks prior by written notice delivered personally or sent by mail, email, or facsimile to each Director at the address listed in the records of the Corporation. The business to be transacted shall be specified in the notice.
Notice of any Special Meeting of the Board of Directors shall be given at least one (1) week prior by written notice delivered personally or sent by mail, email, or facsimile to each Director at the address listed in the records of the Corporation. The business to be transacted and the purpose of any special meeting of the Board of Directors shall be specified in the notice.
4.04 MINUTES
Minutes of all Board of Directors meetings and Standing Committees as well as finance and audit statements will be kept by the Secretary of the Board of Directors on file in the Corporation's office.
4.05 QUORUM
A majority of the voting Directors shall constitute a quorum for the transaction of business at any meeting of the Board. If less than a majority of the voting Directors are present at said meeting, a majority of the Directors present may adjourn the meeting.
4.06 INFORMAL ACTION BY DIRECTORS
Any action required by law to be taken at a meeting of Directors, or any action which may be taken at a meeting of Directors, may be taken without a meeting if a consent in writing setting forth the action so taken shall be signed by two-thirds (2/3) of the Directors.
ARTICLE V
OFFICERS
5.01 OFFICERS
The officers of NVCN shall be a President, a Vice-President, a Secretary, a Treasurer, and such other officers as may be elected in accordance with the provisions of this article.
5.02 ELECTION, TERM OF OFFICE AND NOMINATING COMMITTEE
The officers of the Corporation shall be elected for a two (2) year term by the Board of Directors at the first Board meeting of each fiscal year. An nominating committee, appointed by the President, shall provide a slate of nominees for consideration by the Board of Directors.
5.03 CONSECUTIVE TERMS OF OFFICE
Elected officers, if re-nominated and re-elected, may serve a maximum of two (2) consecutive two (2) year terms. Officers ineligible for re-election, having served two (2) consecutive terms, shall again become eligible for election after a period of one (1) year.
5.04 REMOVAL
Any officer elected by the Board of Directors may be removed from office by majority vote of the Board of Directors whenever in its judgment the best interests of the Corporation would be served thereby.
5.05 VACANCIES
A vacancy in any office because of death, disqualification, removal, resignation, or otherwise shall be filled, wherever possible, within three (3) months of official notification, by majority vote of the Board of Directors for the unexpired portion of the term.
5.06 PRESIDENT
The President shall chair all regular and special meetings of the Board of Directors and shall in general supervise and direct all of the business and affairs of the Corporation. The President may sign, with the Secretary or any other proper officer of the Corporation thereunto authorized by the Board of Directors, any contracts or other instruments which the Board of Directors has authorized to be executed. The President also serves as the Chair of the Executive Committee.
5.07 VICE PRESIDENT
In the absence of the President or in the event of death, inability, or refusal to act, the Vice President shall perform the duties of the President. The Vice President shall perform other duties as from time to time may be assigned by the President.
5.08 SECRETARY
The Secretary shall in general perform all duties incident to the office of Secretary and such other duties as from time to time may be assigned by the President of the Board or by the Board of Directors, including attestation of Corporate documents executed by the President of the Board or the Vice President.
5.09 TREASURER
If required by the Board of Directors, the Treasurer shall give a bond for the faithful discharge of duties in such sum and with such surety or securities as the Board of Directors shall determine. The Treasurer shall (a) have charge and custody of and be responsible for all funds and securities of the Corporation; receive and give receipts for monies due and payable to the Corporation from any source whatsoever, and deposit all such monies in the name of the Corporation in such banks, trust companies or other depositories; and (b) in general perform all of the duties incident to the office of Treasurer and such other duties as from time to time may be assigned to him or her by the President of the Board of Directors. Duties for the management of the funds of the Corporation may be delegated by the Treasurer to appropriate employed staff.
5.10 EXECUTIVE DIRECTOR
The Executive Director, if any, serves at the pleasure of the Board and shall be an ex-officio member of the Board of Directors without the right of vote.
ARTICLE VI
EXECUTIVE COMMITTEE
6.01 EXECUTIVE COMMITTEE
The Executive Committee shall consist of the four (4) elected Officers, i.e., President, Vice President, Secretary and Treasurer, and the Executive Director, if any.
6.02 POWERS AND RESPONSIBILITIES
Between meetings of the Board of Directors, the Executive Committee shall have and exercise the powers and authority as assigned by the Board of Directors in the management of the business and affairs of the Corporation, except that the Executive Committee shall not have any power or authority as to the following:
a. The filling of vacancies in the Board of Directors.
b. The adoption, amendment, or repeal of the By-laws.
c. The amendment or repeal of any resolution of the Board.
d. Acting as a screening mechanism for items to be brought to the Board.
Between meetings of the Board of Directors, the Executive Committee shall have and is authorized to act between Board meetings when a decision must be made prior to the next scheduled Board meeting. The Executive Committee also serves as the Personnel Committee of the agency and will hear employee grievances and termination issues.
ARTICLE VII
COMMITTEES
7.01 STANDING COMMITTEES
The Board of Directors shall annually establish the standing committees required to carry out the goals and objectives of the Corporation. These committees shall include the Finance and Audit Committee, the Program Committee and the Resource Development Committee.
The President shall appoint the persons or Directors to serve on all Standing Committees. Standing Committees shall have no less than three (3) persons, including at least one (1) Director, including the Chair, and may be comprised of Directors, members and non-members, although a majority of committee members must be members. The President shall appoint a Director as Chair of each Standing Committee.
7.02 NOMINATING COMMITTEE
The President will annually appoint a nominating committee and its chairperson, composed of three (3) to five (5) persons, to propose nominations for Directors in accordance with Article III. The nominating committee shall also propose a slate of nominations for officers to the Directors at their annual organizational meeting following the election of new Board Members.
7.03 AD HOC COMMITTEES
The President may appoint members, non-members, or Directors to serve on Ad Hoc Committees which shall be given a specific charge and time frame within which the charge is to be accomplished. The President will appoint the Chair of all Ad Hoc Committees.
7.04 REPORTS
All Standing and Ad Hoc Committees will maintain minutes of their meetings and will report at each Regular Board Meeting. Minutes from all meetings are to be filed in the Corporation's office.
7.05 STANDING COMMITTEE TERMS
All persons appointed to Standing Committees shall serve for one (1) year and may be reappointed for additional terms.
7.06 QUORUM
A majority of the duly appointed persons of each Standing and Ad Hoc Committee will constitute a quorum at each committee meeting and a majority of these present and voting shall determine any matter.
ARTICLE VIII
INDEMNIFICATION
8.01 THIRD PARTY ACTIONS
The Corporation shall indemnify any person who was or is a party in a 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), by reason of the fact that he is or was a Director, Officer, employee or representative of the Corporation, or is or was serving at the request of the Corporation as a representative of another Corporation, partnership, joint venture, trust or other enterprise, against expenses, including attorneys' fees, judgments, fines and amounts paid in settlement actually and reasonably incurred by him or her in connection with such action, suit or proceeding if he or she acted in good faith and in a manner he or she reasonably believed to be in, or not opposed to, the best interests of the Corporation, and with respect to any criminal action or proceeding had no reasonable cause to believe his or her 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 the person did not act in good faith and in a manner which he or she reasonably believed to be in, or not opposed to, the best interests of the Corporation and with respect to any criminal action or proceeding, had reasonable cause to believe that his or her conduct was unlawful.
8.02 DERIVATIVE ACTIONS
The Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding (other than an action by or in the right of the Corporation to procure a judgment in its favor) by reason of the fact that he or she is or was a Director, Officer, employee, or representative of the Corporation, or is or was serving at the request of the Corporation, as a representative of another Corporation, partnership, joint venture, trust or other enterprise against expenses, including attorneys' fees, judgments, fines and amounts paid in settlement actually and reasonably incurred by him or her in connection with such action, suit or proceeding if he or she acted in good faith and in a manner he or she reasonably believed to be in, or not opposed to, the best interests of the Corporation; except that no indemnification shall be made in respect of any claim, issue or matter as to which such person has been adjudged to be liable for negligence or misconduct in the performance of his or her duty to the Corporation unless and only to the extent that the Court of Common Pleas of Allegheny County, Pennsylvania or the court in which such action or suit was brought determines upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Court of Common Pleas or such other court deems proper.
8.03 SCOPE
The indemnification provided in accordance with the preceding sections shall not be deemed exclusive of any other rights to which any person may be entitled under any statute, agreement or vote of disinterested Directors or otherwise, both as to actions in his or her official capacity and as to actions in another capacity while holding such office and shall continue as to a person who has ceased to be a representative and shall inure to the benefit of the heirs, executors and administrators of such person.
8.04 PROCEDURE FOR EFFECTING INDEMNIFICATION
Unless ordered by a court, any indemnification under Section 8.01 of these By-laws (relating to third party actions) or Section 8.02 of these By-laws (relating to derivative actions) shall be made by the Corporation only as authorized in the specific case upon a determination that indemnification of the person is proper in the circumstances because he or she has met the applicable standard of conduct set forth in such section. Such determination shall be made:
a. by the Board of Directors by a majority vote of a quorum consisting of Directors who were not parties to such action, suit, or proceeding;
b. if such a quorum is not obtainable, or even if obtainable, if a majority vote of a quorum of disinterested directors so directs, by independent legal counsel in a written opinion; or
c. by such other body as may be provided in these By-laws.
ARTICLE IX
MISCELLANEOUS
9.01 CHECKS AND DRAFTS
All checks, drafts, notes, bills or exchange or other orders for 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 as shall from time to time be determined by resolution of the Board of Directors.
9.02 CONTRACTS
Except as otherwise provided in these By laws, the Board of Directors may authorize any Officer or Officers, agent or agents of the Corporation, to enter into any contract or to execute or deliver any instrument in the name of and on behalf of the Corporation, and such authority may be general or confined to specific instances.
9.03 DEPOSITS
All funds of the Corporation 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 approve or designate, and all such funds shall be withdrawn only upon checks signed by one or more officers or employees as the Board of Directors shall from time to time determine.
9.04 FISCAL YEAR
The fiscal year of the Corporation shall end on December 31 of each year.
9.05 PARTICIPATION BY TELECOMMUNICATIONS
One (1) or more persons may participate in a meeting of the Board of Directors, any Committee or any Annual or Special Meeting of the Members of the Corporation by means of a conference telephone or similar communications equipment by which all persons participating in the meeting can communicate with one another in real time. Participation in a meeting pursuant to this section shall constitute presence in person at such meeting.
9.06 BOOKS AND RECORDS
The Corporation shall keep correct and complete books and records of account and shall also keep minutes of the proceedings of its Board of Directors and committees having authority of the Board of Directors. Should a financial review or an audit be required by law or deemed necessary by the Executive Committee, arrangements shall be made by the Executive Committee to have such review or audit conducted on the corporate books and records.
ARTICLE X
PARLIAMENTARY AUTHORITY
10.01 PARLIAMENTARY AUTHORITY
The rules contained in the current edition of Robert's Rules of Order Newly Revised shall govern the Corporation in all cases to which they are applicable, and in which they are not inconsistent with these By-laws and any special rules of order the Corporation may adopt.
ARTICLE XI
AMENDMENT OF BY-LAWS
11.01 AMENDMENT OF BY-LAWS
These By-laws may be altered, amended, restated or repealed, and new By-laws may be adopted, by a two-thirds (2/3) vote of Directors present at any regular meeting provided a quorum exists, or Special Meeting of the Board of Directors by a majority vote of the Directors present at such meeting.
Proposed Amendments to these By-laws by the Board of Directors shall be in writing and shall be mailed, faxed, or emailed to the Directors by the Secretary at least two (2) weeks prior to the meeting at which action to amend will be considered by the Board of Directors.
ARTICLE XII
ACTION REQUIRING APPROVAL BY THE BOARD OF DIRECTORS OF THE CORPORATION
12.01 ACTION REQUIRING APPROVAL
Action by the Board of Directors of the following matters shall be effective only upon the written consent of two-thirds (2/3) of all the Directors:
a. Borrowing of money for capital needs of the Corporation or cumulated borrowing in excess of one hundred thousand ($100,000.00) dollars for any purpose.
b. Entering into any transaction outside the ordinary course of business of operating the program.
c. Entering into any contract the performance of which may require a year or more, or is not expressly included in the current annual budget.
d. Purchase, sale, lease, disposition or hypothecation of real property of the Corporation.