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BY-LAWS
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ARTICLE I - NAME AND PURPOSE
Section 1 - Name:
The name of the corporation shall be the Indiana Youth Services Association, Inc. This use of "the Association" is authorized as the abbreviated name of this corporation, wherein the same is used in these by-laws.
Section 2 - Purpose:
The purpose of this association shall be to:
a. provide support and mutual assistance to association members.
b. maintain and disperse centralized information on the needs of youth and families.
c. promote community awareness of the needs of youth and families within the state of Indiana.
d. advocate issues pertaining to youth and families.
e. encourage alternatives to the juvenile justice system.
f. act as resources for youth and links with other youth service programs.
g. advocate the rights of youth.
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ARTICLE II - STATUS AND CORPORATE SEAL
Section 1 - Status:
The corporation shall be not-for-profit in accordance with the laws of the state of Indiana and the internal revenue code of the United States of America and shall publicize this status in connection with all activities.
Section 2 - Corporate Seal:
The seal of the corporation shall bear the words The Indiana Youth Services Association, Inc.
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ARTICLE III - MEMBERSHIP
Section 1 - Eligibility:
Membership in the association shall be open to community based agencies under three separate categories as detailed in the IYSA Policies and Procedures manual:
1. Accredited Membership
2. Associate Membership
3. Affiliate Membership
A community based agency is defined as an organization which makes all By-law, policy, program, and personnel decisions on the community/county level. Responsive to the needs of the local community/county which it serves, the agency may not be governed by any organization which is regional, state, national or international in scope.
It shall be the responsibility of the Board of Directors as herein established, to implement the By-laws and make all determinations of eligibility under this section. Subject to approval by the accredited membership, an agency may join the association by:
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signifying such intention to the secretary in writing
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recommendation by the membership committee
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receiving from the association notice of category available to agency
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making payment of annual dues appropriate to membership category as set by the accredited membership at the annual meeting.
Section 2 - Rights and Responsibilities:
Each accredited member agency is entitled to one vote at the annual meeting of the corporation.
Associate and Affiliate members may speak, but are not entitled to vote at the annual meeting.
Section 3 - Revocation of Accredited Membership Status:
Accredited membership status of a youth service bureau may be revoked by the accredited membership for just cause. The membership must initially resolve to remove a specific youth service bureau at a membership meeting with said resolution to be voted on at the next regular membership meeting with approval by a simple majority of the accredited membership.
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ARTICLE IV - MEMBERSHIP MEETINGS
Section 1 - Regular Meetings:
The accredited membership shall meet at least three (3) times each year, with date, time, and location to be determined by the accredited membership. A simple majority of the accredited membership shall constitute a quorum.
Section 2 - Annual Meeting:
The annual meeting of the accredited membership shall be held for the purpose of electing members to the Board of Directors and for the transaction of such other business that may come before the accredited membership. A simple majority of the accredited membership shall constitute a quorum. The date, time, and location of the annual meeting shall be determined by the executive committee of the Board of Directors. The order to business shall be as follows.
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call to order
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determining a quorum
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approval of agenda
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reading of minutes
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treasurer's report
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report of Board of Directors
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old business
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new business
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adjournment
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ARTICLE V - GOVERNING BODY
Section 1 - Governing Body:
Membership on the Board of Directors shall be representative of the population of the state of Indiana. Nominations shall be made by the Accredited Member Agencies or the Board of Directors of the Association. The governing body of the Association shall be the Board of Directors consisting of a minimum of eighteen (18) members but not more than thirty-three members.
The Board of Directors shall require representatives from a minimum of eight (8) of the accredited member organizations of the Association. The representative of each accredited member organization shall be defined by the membership committee.
Section 2 - Election:
Individuals eligible or standing for elections or appointment, according to Article V - Governing Body, Section 1, shall be elected by the Board of Directors to serve a tem of three years at any regular board meeting.
Section 3 - Terms of Office:
The term of office on the Board of Directors shall be for three (3) years and no member of the Board of Directors shall serve more than two (2) consecutive three-year terms.
Section 4 - Classes:
The Board of Directors shall be divided into three (3) equal classes based on the year of election.
Section 5 - Regular Meetings:
Regular meetings of the Board of Directors shall be held immediately following the annual meeting of the association and at least three (3) other times as designated by the executive committee. Notice of regular meetings of the Board of Directors shall be provided ten (10) days prior to the meeting by the corporate secretary or by his/her designee.
Section 6 - Special Meetings:
Special meetings of the Board of Directors may be called by the president or any two directors. The persons calling the meeting may set the date, time, and location.
Notice of special meetings of the Board of Directors shall be provided ten (10) days prior to the special meeting and the notice shall convey the purpose of the meeting.
Only that business for which the special meeting was called may be discussed.
Section 7 - Quorum:
Fifty (50) percent plus one of the total number of Board members shall constitute a quorum. For the transaction of business, provided that if less than a quorum is present at any meeting, a majority of directors present may adjourn the meeting to another time without the ten-day notice.
Section 8 - Manner of Acting:
All business will be decided by a simple majority of members present unless specified in these by-laws or by resolution or by statute.
Section 9 - Conflict of Interest:
Any possible conflict of interest on the part of a director shall be disclosed to the Board of Directors. When any such interest becomes a matter of Board action, said director shall not vote nor use personal influence on the matter, and shall not be counted in the quorum for a meeting. The director may, however, speak to the question and answer any pertinent questions. The minutes of all actions taken on such matters shall clearly reflect that these requirements have. been met.
Section 10 - Removal:
Directors may be removed by a simple majority vote of the Board of Directors for just cause.
Section 11 - Vacancies:
In case of any vacancy on the Board of Directors due to death, resignation or removal, the remaining members may elect a successor to fill the vacancy. A director elected to fill a vacancy shall be elected for the un-expired term of the director's predecessor.
Section 12 - Compensation:
Directors shall not receive any salaries compensation for their services as a member of the Board.
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ARTICLE VI
Section 1 - Officers:
The officers shall consist of a president, vice-president, secretary, and
treasurer. Other officers may be elected by the Board of Directors. Any two or
more offices may be held by the same person, except the office of president and
secretary.
Section 2 - Election and Term of Office:
The officers of the Board of Directors will be elected at the first meeting
of the Board after the annual meeting of the association. No officer shall serve
a term of more than three (3) consecutive years in the same office.
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ARTICLE VII - DUTIES
OF THE OFFICERS
Section 1 - President:
The president shall be the principal executive officer of the
corporation/association. The president shall preside at all meetings of the
Board of Directors and at the annual meeting of the association, appoint with
the advice of the Board all chairpersons and committee members, and shall
discharge all duties incident to the office of president as prescribed by the
Board of Directors. The president shall have no vote except in the case of a tie
vote. The president shall be an ex-officio member of all committees.
Section 2 - Vice-President:
The vice-president shall assist the president in the discharge of the
president's duties as the president may direct and shall perform such other
duties as may be assigned by the president or the Board of Directors.
In the event of absence, inability or refusal of the president to act, the
vice-president shall perform the duties of the president with all the power of
and subject to all the restrictions upon the president.
Section 3 - Secretary:
The secretary shall record and preserve in the books of the corporation true
minutes of the proceedings of all meetings of the Board of Directors and the
annual meeting of the association, distribute copies of the minutes with given
notice of meetings, keep register of names and addresses of the membership, and
perform all duties of the secretary and such other duties as may be assigned by
the president or the Board of Directors. Further, the secretary shall be the
keeper of the seal of the corporation and fix same to all instruments where its
use is required.
With approval of the Board of Directors, a paid staff person of the
association may be directed to record minutes of all meetings.
Section 4 - Treasurer:
The treasurer shall be the principal accounting and financial officer of the
corporation and shall be responsible for maintenance of all the corporate books
of account; have. charge and custody of all association and corporate funds and
securities; and be responsible for the receipt and disbursement thereof. The
treasurer shall serve as chair of the budget and finance committee. If required
by the Board of Directors, the treasurer shall give a bond for the faithful
discharge of duties in such sum as the Board of Directors shall determine.
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ARTICLE
VIII - DUTIES OF THE BOARD OF DIRECTORS
Section 1 - Empowerment:
The affairs of the corporation shall be managed by its Board of Directors.
All actions by the Board of Directors shall be reported through the president to
the membership of the association at the annual meeting.
Section 2 - Management of Affairs:
The Board of Directors shall manage all the affairs of the association on any
and all questions relating to any matters whatsoever, and to make all contracts
necessary for the proper transaction of business. They shall have jurisdiction
over all matters pertaining to the care, conduct, and supervision of the
association and its finances.
Section 3 - Power to Appoint:
The Board of Directors shall have the power to appoint such other officers
and agents as the Board may deem necessary for the transaction of business of
the corporation.
Section 4 - Contracts, Conveyances, Etc.:
When in the execution of any conveyance or other instruments has been
authorized by a majority vote of the Board of Directors or by the unanimous
approval of the Executive Committee, the secretary may execute the same in the
name and behalf of this corporation and may affix the corporate seal. The Board
of Directors shall have. power to designate the officers and agents who shall
have. authority to execute any instrument on behalf of this corporation.
Section 5 - Power of Board to Borrow Money:
The Board of Directors shall have full power and authority to borrow money
whenever in the discretion of the Board the exercise of said power is required
in the general interests of this corporation, and in such case, the Board of
Directors may authorize the proper officers of this corporation to make,
execute, and deliver in the name and behalf of this corporation such notes,
bonds, and other evidence of indebtedness as said Board shall deem proper, and
said Board shall have full power to mortgage the property of this corporation or
any part thereof, as security for such indebtedness, and no action on the part
of the membership of this corporation shall be requisite to the validity of such
note, bond, evidence or indebtedness of mortgage.
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ARTICLE IX - EMPLOYED
STAFF
Section 1 - Executive Director:
The Board of Directors shall employ an Executive or State Director who shall
be the chief operational officer of the association. Subject to the Board of
Directors, the executive director shall have general direction over the
operation of the association; shall implement all policies of the board; shall
submit to the board or its committees such reports as may be required; shall
assist in the preparation of the annual budget; shall assist in the preparation
of personnel policy; and perform such other functions as the Board of Directors
may direct.
The executive director shall be responsible directly to the Board of
Directors and shall attend all meetings of the board and its committees without
vote.
The executive director shall be the direct liaison between the Board of
Directors and the association membership. The responsibility of the Executive
Director to the membership shall be defined by the personnel committee in the
Executive Director's job description.
Section 2 - Other Staff:
Such staff as may be necessary to support the association shall be hired and
terminated by the executive director. The employed staff shall report directly
to and are accountable to the executive director.
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ARTICLE X -
COMMITTEES
Section 1 - Standing Committees:
The standing committees of the Board of Directors shall be an executive
committee, a finance budget committee, a communications committee, a fund
development committee, a personnel committee, a program committee, a membership
committee, an advocacy committee, a re-accreditation committee and a board
development committee. The duties of the standing committees shall be determined
by the Board.
Section 2 - Appointment:
Members of the standing committees shall be appointed by the President, with
the advice of the Board of Directors. At least one member of each committee
shall be an agency director or his/her designee who is not an elected member of
the Board of Directors.
Section 3 - Ad Hoc Committee:
Special Ad Hoc committees or task forces may be appointed by the
president with the approval of the Board of Directors as the need arises.
Section 4 - Committee Chairpersons and Terms of Office:
All committee chairpersons, except those designated by these by-laws, shall
be appointed by the president at the first meeting following the annual meeting
of the association. Each committee member shall serve until a successor is
appointed.
Section 5 - Vacancies:
Vacancies on committees may be filled by the president.
Section 6 - Quorum:
Unless otherwise stated in the designated committee's resolution, a quorum
will consist of the committee members present.
Section 7 - Rules of Procedure:
Each committee may adopt its own rules of procedure consistent with these
by-laws or rules adopted by the Board of Directors.
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ARTICLE XI -
MISCELLANEOUS
Section 1 - Checks and Drafts:
All orders for the payment of money shall be signed by such corporate officer
or agent as the Board of Directors shall determine. In the absence of such a
board determination, all checks and drafts shall be signed by the treasurer and
the president.
Section 2 - Association and Corporate Funds:
All association and corporate funds shall be deposited to the credit of the
corporation in such banks or other depositories as the Board of Directors may
select.
Section 3 - Annual Audit:
There shall be an annual audit of all books and financial records.
Section 4 - Fiscal Year:
The fiscal year of the corporation shall end on December 31 of each year.
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ARTICLE XII - DISSOLUTION OF ORGANIZATION
Upon dissolution of the organization, assets shall be distributed for one or
more exempt purposes within the meaning of section 501(c)(3) of the internal
revenue code, or corresponding section of any future federal tax code, or shall
be distributed to the federal government, or state or local government, for a
public purpose. Any such assets not disposed of shall be disposed of by one
court of common pleas of the county in which the principle office of the
organization is then located, exclusively for such purposes or to such
organization or organizations, as said court shall determine, which are
organized and operated exclusively for such purposes.
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ARTICLE XIII - AUTHORITY TO INCUR EXPENDITURES OR
LIABILITIES
No director, officer, or other representative of the Indiana Youth Services
Association shall authorize or make any expenditure or commit the association to
any liability whatsoever, unless such expenditure or liability shall have been
previously approved by the Board of Directors or set up in a budget approved by
the corporation.
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ARTICLE XIV - AMENDMENTS
The by-laws, or any part thereof, may be altered, amended, or repealed by a
two-thirds majority of the accredited membership present at an annual meeting as
described herein.
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ARTICLE XV -
PARLIAMENTARY AUTHORITY
The rules contained in Roberts Rules of Order shall govern the
Indiana Youth Services Association.
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Revised 12/07 at the IYSA Annual Meeting
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