Mid-Plains United Way, Inc.
The Corporate name shall be Mid-Plains United Way, Inc.
The Corporation is a corporation as defined in Neb.Rev.Stat. §§ 21-1901, et seq. (Reissue 1997), of the Nebraska Nonprofit Corporation Act.
The fiscal year of this Corporation shall be July 1st to June 30th of the following year.
The principal place of business of the Corporation shall be North Platte, Nebraska.
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.
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.
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 18 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 18 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.
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 at the meeting of 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 inappropriate 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 be a certified public accountant.
Section 1. The officers of the Corporation shall be a President, Vice President, Secretary and Treasurer/CFO. The President, Vice President 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/CFO shall be appointed by the President for an unlimited term and is to be a member of the Board. The Treasurer/CFO must give six (6) months notice before the termination of his/her duties.
An Executive Director shall be appointed by the Board of the Corporation. 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: Treasurer/CFO - 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/CFO shall also prepare all tax records and submit them on the appropriate dates. The Treasurer/CFO shall be under bond for a sum designated by the Board. All checks shall be signed by the Treasurer/CFO and countersigned by the President, Vice President or Secretary. The Executive Director may also countersign any check under $650, excluding checks in his/her name. The Treasurer/CFO shall make a monthly report of the receipts and disbursements to the Board. The Chief Financial Officer shall oversee and manage the Corporation’s assets and finances including, but not limited to, all financial activities, investments, funding, accounting control, financial reporting, tax compliance, strategic asset planning, budgeting, audits and all other funding and accounting related matters for the Corporation whatsoever.
Fourth: Secretary - To keep the minutes and records of the Corporation and of its Board.
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 members of the Corporation shall consist of a simple majority of elected Board members present for the transaction of any business; 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 Corporation 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 and special 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 five (5) members 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.
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. Budget/Allocation Committee:
First: The Budget/Allocation Committee shall consist of any members that the President deems appropriate.
Second: The duties of the Budget/Allocation Committee shall be to review all new and existing agencies’ budget forms, conduct budget interviews with all agencies, review current agencies to make sure they are meeting requirements, set annual operating and fund raising budgets and to make recommendations to the Board and to determine 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 of Trustees after which said request may be referred to the Budget/Allocation Committee who will report and make recommendations on the request at the next meeting. The Budget/Allocation committee may, in its discretion, have meetings on the matter or make recommendations without a meeting.
Section 3. Standing and Special Committees: All standing committees are as defined in the Policy and Procedures Handbook as amended where the Board of Trustees deem necessary. The President shall have, subject to Board approval, the authority to create and appoint such other standing and/or special committees as from time to time may be needed for the furtherance of the business and affairs of the Corporation.
Agreements with Partner Agencies
Section 1. For the purposes of sharing in the funds raised by the Corporation, each partner agency so sharing agrees as part of its initial membership application as follows:
First: That each agency shall retain its distinct identity, administer its own affairs, establish, maintain and pursue its own internal policy.
Second: The funds necessary for the operation of the Corporation, which funds include costs for office administration, campaign expenses and uncollectible pledge allowances, shall be determined by the Board. If the monetary goal for the annual drive is not met, each agency’s allocation will be decreased, pro rata, based on each such member agency’s allocation as a percentage of the total allocations for all member agencies.
Third: Each agency shall submit to the Board, a budget request setting forth, in detail, the anticipated income and expenditures for the ensuing year, together with a clear statement fully explaining its program and request. The budget request form shall be provided to the agency member by the Corporation. The request must comply with basic accounting procedures and must include a step-by-step analysis of expenditures and activities. The request must provide proof of the agency’s tax-exempt status, if applicable or requested. The agency budget requests will be reviewed by the Board.
Fourth: Each agency shall keep proper and complete books of account and will prepare an annual report. Each agency shall submit a copy of such report to the Board upon request. Upon request of the Board, an audit may be required of any agency.
Fifth: Each agency shall submit a report of social service activities to the Board upon request.
Sixth: Each agency shall be subject to and comply with such uniform rules, regulations and standards as may from time to time be prescribed by the Board and in accordance with the Agency Agreement which is executed annually. This Agreement shall be binding on a year-to-year basis between each agency and the Corporation, unless sooner terminated for cause upon thirty (30) days written notice as provided in the Agency Agreement. Service upon the President and/or Executive Director shall be considered service upon the Corporation and service upon any active member of the governing body of any agency member shall be considered service upon said agency member.
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 the regular or special meeting of the Board.
Any member of the Corporation may designate the participating organization or agency to which he or she desires the gift or contribution to be credited, but the Board of Trustees shall determine whether such gift or contribution shall be so credited in the event the total designated shall exceed the allocation allowance for the participating organization or agency.
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.
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. Applications for those funds from any health and human service agency will be accepted, but no funds may be used for capital expenditures. Any additional applications as well as the interest from the fund will be allocated as recommended and approved by the Board of Trustees.
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.
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.
At all meetings of the Board, a Board member may vote either in person or by proxy executed in writing by a member or his or her duly authorized attorney-in-fact. No proxy shall be valid for a period in excess eleven (11) months from the date of its execution, unless otherwise provided in the proxy. To be effective, a proxy form must be files with and received by the Secretary prior to the commencement of the Board meeting for which the proxy is intended to be utilized. Any proxy shall be suspended when the Board member who executed the proxy is present at any meeting of the Board.