By-Laws
of
Mid-Plains United Way, Inc.

By-Laws

of

Mid-Plains United Way, Inc.

 

 

Article I

Corporate Name

 

The Corporate name shall be Mid-Plains United Way, Inc.

 

Article II

Not-for-Profit Corporation

 

The Corporation is a corporation as defined in Neb.Rev.Stat. §§ 21-1901, et seq. (Reissue 1997), of the Nebraska Nonprofit Corporation Act.

 

Article III

Fiscal Year

 

The fiscal year of this Corporation shall be July 1st to June 30th of the following year.

 

Article IV

Residence

 

The principal place of business of the Corporation shall be North Platte, Nebraska.

 

Article V

Objectives

 

Section 1.     The objectives for which this Corporation is formed are:

 

First:               To assess, on a continuing basis, the need for human service programs in the community.  To seek solutions to community problems.  To assist in the development of new or the expansion or modification of existing human service programs.  To promote preventative activities and foster cooperation among local, state and national agencies serving the community.

 

Second:         To develop, as fully as possible, the financial resources and support, both governmental and voluntary, needed to meet the human service needs of the community.

 

Third:              To utilize United Way financial resources so as to maximize the support available to its agencies providing services aimed at the current needs of the community, including those services provided by agencies not currently receiving United Way financing.

 

Fourth:           To enlist community support and commitment for the United Way through communication in order to determine the current needs of the community.

 

Fifth:               To manage United Way operations effectively and to offer management and other assistance to its agencies.

 

Sixth:              To receive by gift, grant, devise, bequest or otherwise, from any private or public sources, personal or real properties and to hold, administer, sell, invest, reinvest, manage, use, disburse and distribute and to apply the income and/or principal of the same in accordance with the directions and intent of the donor or donors of such property or, in the absence of such directions, as the Corporation may deem best, from time to time, for the promotion of any or all of the foregoing purposes.

 

Seventh:        To engage in any necessary activities and to enter into, perform and carry out any appropriate contracts in connection with objectives of the Corporation.

 

Section 2.     No substantial part of the activities of this Corporation shall be for the purpose of carrying on propaganda or otherwise attempting to influence legislation.  None of the activities of this Corporation shall consist of participating or intervening in any political campaign on behalf of any candidate for public office.

 

Article VI

Membership

 

Members of the Corporation shall consist of individuals, institutions and agencies as defined as follows:

 

Section 1.     Individual Members:  Each donor or contributor to Mid-Plains United Way, Inc., shall be entitled to be an individual member of the corporation.

 

Section 2.     Institutional Members:  Any social, civic, educational, character building or charitable organization or agency, public or private, interested in the objectives of the Corporation and desiring to participate in the campaign may, upon approval by the Board of Trustees of the Corporation become an institutional member.

 

Section 3.     Partner Agency: Any organization desiring to receive funds from the Corporation as a partner agency for an agency program shall first submit to the Board of Trustees the following documents:

 

First:               Corporate name and fiscal year.

 

Second:         Origin.  The purpose and structure of the organization including a detailed statement of the history, purpose, work and goals of such applying organization.

 

Third:              Agency Program.  An outline of the agency program.  If state and/or federally funded, the guidelines and directives for the agency program.

 

Fourth:           Volunteers.  A list of the officers and directors of the agency, their addresses and occupations and/or professions.  A description of the board of directors’ administrative activities within the past year.  A statement by its president certifying that the governing board has reviewed the By-Laws governing the Corporation and agrees to abide thereby and has voted to apply for membership.

 

Fifth:               Finances.  To furnish a copy of its tax-exempt status and nonprofit corporation status, a copy of the latest annual report, a copy of the latest financial statement detailing assets, liabilities, receipts and expenditures of such applying organization all on such form(s) as may be required by the Corporation’s Board of Trustees.  To furnish a certification by an independent certified public accountant of compliance with an acceptable financial system and adoption of the Uniform Standards.

 

Sixth:              Nondiscrimination.  To furnish written assurance of nondiscrimination.

 

All of the above information shall be presented and referred to the Board of Trustees for final action.

 

Article VII

Trustees

Section 1.     The affairs and business of the Corporation shall be managed by a Board of Trustees (hereinafter the “Board”).  The Board shall consist of no more than 15 members.  All of the members shall be volunteers and neither paid personnel of this Corporation or of any agency member.  All of the members shall be elected at the annual meeting of the Corporation to serve for a term of three (3) years.  Except upon election and further vote of the Board, such member shall be eligible to serve no more than two (2) full three (3) year terms consecutively.  This shall not apply to a member that has been appointed to fill a vacancy.  Such member may, upon completion of the vacated term, be elected to serve two (2) three (3) year terms on the Board.  After the completion of a three (3) year term, a member may resign from the Board.  Each member of the Board shall have one (1) vote on all matters submitted to the Board for a vote.  Provided that due and proper notice of the time and place of such meeting has been given to all members of the Board, a quorum shall consist of a simple majority of elected Board members for the transaction of any business.  The action of the majority of such number of members constituting a quorum shall be the action of the Board.

 

Section 2.     Elections:  The members of the Board shall be elected as follows:

 

First:               The initial Board of Trustees consisted of those 15 members as set forth in the Articles of Incorporation.  Thereafter, nominations to fill vacancies on the Board shall be made by the Trustees and nominations may be made at any time, provided that the person who is nominated agrees to serve and be bound by these By-Laws and any amendments thereto.  The determination of consecutive terms of service by a Trustee shall be made by a vote of the Board.

 

Section 3.     Conflict of Interest: A Board member shall not be a member of any agency member’s governing board.

 

Any duality of interest or possible conflict of interest on the part of any Board member shall be disclosed by the Board member and made a matter of record when the interest of the Board member becomes a matter for action by the Board of Trustees.  Any Board member having a duality of interest or a possible conflict of interest on any matter shall not vote on the matter in which such Board member is interested and the minutes of the meeting at which such matter is taken up shall reflect that a disclosure was made of the Board member’s interest and that the Board member abstained from voting on the matter.  These requirements shall not be construed as preventing an interested Board member from stating a position on a matter nor from answering pertinent questions concerning which the Board member may have knowledge.  In all dealings, the Board of Trustees shall take such actions as are reasonable and necessary to avoid any conflict of interest, appearance of conflict of interest or self-dealing by any Board member.

 

Section 4.     Removal of Board Members: Any member of the Board who is absent from three (3) consecutive meetings, if such absences are unexcused, may be removed from the Board by a majority vote of the members present during the course of a regularly scheduled meeting.  A Board member may also be removed for neglect of the duties established herein, provided such member is given notice of such removal.

 

 

Article VIII

Duties of the Board of Trustees

 

Section 1.     Duties of the Board of Trustees shall be:

 

First:               To manage the affairs of the Corporation.

 

Second:         To adopt such By-Laws for the management of the corporation as may be consistent with the Articles of Incorporation and which are designed to carry out the objectives of the Corporation.

 

Third:              To appoint such committees as it deems necessary for the carrying out of the objectives of the Corporation.

 

Fourth:           To arrange for the raising of funds.

 

Fifth:               To control and manage the distribution of funds collected in accordance with the adopted budget.

 

Sixth:              To emphasize the securing of cooperation and unity of action in the solicitation of funds.

 

Seventh:        To employ such methods and persons as it may deem necessary for the successful operation of the objectives of this Corporation.

 

Eighth:           To establish and implement an accounting system for the Corporation under such rules and requirements as determined by the Board.

 

Ninth:             To give a full and complete report of its activities to the members at least once a year.

 

Tenth:             To fulfill all other duties as outlined in the Board of Trustees’ Manual as amended when the Board deems necessary.

 

Eleventh:       To establish policies for maintaining records.

 

Section 2.     Vacancies: The Board shall attempt to fill by appointment any vacancy in its membership.

 

Section 3.     The Board of Trustees shall be empowered to retain or disburse monies over and above the funds allocated to participating agencies, which funds shall be known as “Reserve Funds.”

 

Section 4.     The Board of Trustees shall have the financial records audited annually by a certified public accountant.

 

Article IX

Officers

 

Section 1.     The officers of the Corporation shall be a President, Vice President, Vice President–Elect, Secretary and Treasurer.  The President, Vice President, Vice President-Elect, and Secretary shall be elected by the Board.  All officers shall be elected for one (1) year or until their successors are elected.  The Treasurer shall be appointed by the President for an unlimited term and is to be a member of the Board and Executive Committee.  The Treasurer must give six (6) months notice before the termination of his/her duties.

 

An Executive Director shall be appointed by the Board of Trustees.  The Executive Director shall provide for the day-to-day management of the affairs of the Corporation between the meetings of the Board.  The Executive Director shall be under bond for a sum designated by the Board.  The Executive Director shall report to the Board.  The duties of the Executive Director shall be set forth by the Board and as outlined in the job description in the Policy and Procedures Manual.

 

Section 2.     Duties of the officers shall be as follows:

 

First:               President - To preside at all meetings of the Board, to appoint all committees unless otherwise directed and to call special meetings of the Board whenever he or she deems it necessary or upon written request of five (5) members of the Board.

 

Second:         Vice President - To perform the duties of the President in the event of his/her absence, resignation or inability to perform and carry out his/her duties as President. The Vice President shall serve as President the following year for a term of one (1) year.

 

Third:              Vice President-Elect - To perform the duties of the Vice President in the event of his/her absence, resignation or inability to perform and carry out his/her duties as Vice President. The Vice President-Elect shall serve as Vice President the following year for a term of one (1) year.

 

Fourth :           Secretary - To keep the minutes and records of the Corporation and of its Board.

 

Fifth:               Treasurer - He/she shall keep the monies of the organization in such bank or banks as may be designated from time to time by the Board.  The Treasurer shall oversee the preparation of all tax records and, after board approval, authorize their submission on the appropriate dates.  The Treasurer shall be under bond for a sum designated by the Board.  All checks shall be signed by the Treasurer or his/her designated Officer and countersigned by another member of the Executive Committee.  The Executive Director may also countersign any check under $650, excluding checks in his/her name. The Treasurer or his/her designee shall present a monthly report of the receipts and disbursements to the Board.    

 

 

Article X

Meeting of Members

 

Section 1.     Annual Meeting or Special Meeting of Members.

 

First:               There shall be an annual meeting of the members each year at such time and place as determined by the President.  The purpose of the meeting shall be for receiving reports and transacting such other business presented at the meeting.  After such business has taken place, the annual meeting shall be closed and the regular meeting of the Corporation shall take place.

 

Second:         A quorum for an annual or special meeting of the Corporation shall consist of a simple majority of elected members of the Board; provided however, that due notice of the time and place of such meeting has been given to all members of the Board. The action of the majority of such number of Trustees constituting a quorum shall be the action of the Board.

 

Third:              Notice of any annual or special meeting of the members shall be given by a notice thereof not less than 10 nor more than 14 days prior to such meeting either by publication in a newspaper of general circulation in North Platte, Nebraska, or by radio or television.  Such notice may be either in the form of a news article or an advertisement.

 

Fourth:           Special meetings of the members may be held on call of a majority of the Board.

 

Section 2.     Meetings of the Board of Trustees.

 

First:               At the annual meeting, the Board shall hear nominations for officers for the ensuing year.  Such officers shall be elected at the annual meeting as provided in Article IX.  To be elected, a nominee must receive a majority of the votes cast.  The Board shall also conduct such other business as may be necessary.

 

Second:         Regular meetings of the Board are at the discretion of the President.  They may be as often and at the time and place as fixed by the President.  Special meetings of the Board may be called at any time by the President or shall be called on written request of a majority of the Board.

 

Third:              A quorum for a regular or special meeting of the Board shall consist of a simple majority of the elected members of the Board; provided however, that due notice of the time and place of such meeting has been given to all members of the Board.  The action of the majority of such number of Trustees constituting a quorum shall be the action of the Board.

 

Fourth:           Notice of the annual meeting of the Board shall be given no less than 10 nor more than 14 days prior to such meeting.  Notice of regular or special meetings shall be given no less than 48 hours prior to such meeting.  Notice shall be given in writing.

 

Article XI

Committees

 

Section 1.     Executive Committee: The Executive Committee shall consist of the Officers of the Board and any additional members as the President deems appropriate.  The President shall serve as the chairperson of this committee.  A majority will constitute a quorum for the purpose of transacting any business.  This committee shall supervise and direct the general work and administration of the Corporation subject to the supervision and direction of the Board.

 

Section 2.     Finance Committee: 

 

First:               The Finance Committee shall consist of any Trustees that the President deems appropriate and/or any Trustees who wish to serve on such committee.

 

Second:         The duties of the Finance Committee shall be to review and report on the monthly receipts and disbursements of the Corporation; set annual operating and fund raising budgets; and to make recommendations to the Board of the campaign goal with the approval of the Board.

 

Third:              In the event that any agency shall make any request for additional funds during the year, such requests shall be presented to a regular meeting of the Board after which said request may be referred to the Finance Committee who will report and make recommendations on the request at the next meeting.  The Finance Committee may, in its discretion, have meetings on the matter or make recommendations without a meeting.

 

Section 3.     Campaign/Marketing/Fundraising Committee:

 

First:               The Campaign/Marketing/Fundraising Committee shall consist of any Trustees that the President deem appropriate and/or any Trustees who wish to serve on such committee.

 

Second:         The duties of the Campaign/Marketing/Fundraising Committee shall be to plan fundraising events; discuss campaign specifics, including campaign theme and events and make recommendations to the board; and work with the Executive Director regarding marketing on all forms of media to communicate with the general public.

 

Section 4.     Policy and Compliance Committee:

 

First:               The Policy and Compliance Committee shall consist of any Trustees that the President deem appropriate and/or any Trustees who wish to serve on such committee.

 

Second:         The duties of the Policy and Compliance Committee shall be to review all policies of the Corporation on at least an annual basis, ensure the policies of the Corporation are in compliance with federal, state or other requirements of United Way Worldwide; and ensure the Corporation’s actions are in compliance with all policies of the Corporation

 

Section 5.     Nomination and Recruitment Committee:

 

First:               The Nomination and Recruitment Committee shall consist of any Trustees that the President deem appropriate and/or any Trustees who wish to serve on such committee.

 

Second:         The duties of the Nomination and Recruitment Committee shall be to recommend potential new Trustee candidates.   After vetting candidates, it will bring forward nominations for Board of Trustee approval.   Additionally, this committee will recommend nominations of Officers to the Board of Trustees and will seek out campaign chairs or business campaign sponsors, when appropriate. 

 

Article XII

Agreements with Partner Agencies

 

Section 1.     Partner Agency Agreement: For the purposes of sharing in the funds raised by the Corporation, each partner agency so sharing must enter into a Partner Agency Agreement as required and reviewed by the Board from time to time.

 

Section 2.     Termination of an Agency Member: In order for the Board to effectuate the termination of an agency member, a two-thirds (b) majority of elected Board members must approve such action at a regular or special meeting of the Board.

 

Article XIII

Designated Gifts

 

Any member of the Corporation may designate the partner agency to which he/she/it desires the gift or contribution to be credited.  The Board shall make every effort to comply with such designation, except, in the event the designated agency is longer in compliance with its requirements under the Partner Agency Agreement or is no longer partnered with the Corporation. 

 

 

Article XIV

Special Bequests and Donations

 

Any funds not raised through campaign efforts shall be defined as special bequests and donations.  Those funds shall not be reported in the campaign totals.  If the funds are restricted funds intended for a specified agency(s), they will be passed directly through to those agencies on a quarterly basis with provisions being made for bad debt if necessary.  If no intentions or restrictions are placed on the funds, they shall be utilized as recommended and approved by the Board of Trustees.

 

 

Article XV

Reserve Fund

 

If the campaign collections surpass the goal, the excess may be put into a reserve fund.  The reserve fund shall be allocated as recommended and approved by the Board.  Those funds maybe used for future agency allocations, venture grants, supplemental funding for member agencies or Corporation administrative, campaign or other expenses. 

 

Article XVI

Nondiscrimination

 

The members, officers, trustees, committee members, employees and persons served by this Corporation shall be selected and serve entirely on a nondiscriminatory basis without respect to race, color, religion, sex, national origin, age, disability, political affiliation or belief.

 

 

 

 

Article XVII

Amendments to By-Laws

 

These By-Laws may be amended at any annual meeting of the Corporation or at any special meeting called by the Board for that purpose.  These By-Laws may also be amended by the Board at any regular meeting after 30 days notice to the members of the Board.  Amendment of these By-Laws shall require approval of a two-thirds (b) majority of elected Board members.