SENIOR CENTER, INC.

Charlottesville, Virginia

BY-LAWS

Revised and approved by Board of Directors

May 23, 2005

ARTICLE I

Mission

Senior Center, Inc. involves, enriches, and empowers seniors in our community.

ARTICLE II

Board of Directors

The conduct of the business of the Center shall be vested in a Board of Directors, hereinafter called the Board, which shall be constituted and governed by the following regulations:

    1. Number: The number of elected directors shall be not less than fifteen (15), nor more than twenty four (24) voting. In addition to the elected directors the immediate Past President shall serve as an ex-officio member with full voting privileges, and there may be one serving Emeritus member with full voting privileges appointed by the Board President. The Board will include the President of the Senior Center Council as a voting member.
    2. Composition: Any person whose primary purpose for serving on the Board is an affinity for the Senior Center is eligible for Board membership. A majority of Board members must be active members of the Center.
    3. General Powers: The Board of Directors is responsible for the exercise of all corporate powers.
    4. Nominations and Elections: A notice shall be placed in the "Senior Center TIMES" four months prior to election of new Directors, giving Center members the opportunity to submit names of members or non-members to the Board Development Committee for consideration of nomination to the Board of Directors. Prior to April 1, this committee shall submit a slate of nominees (each of whom has been officially informed of the duties of Board members and has consented to serve as a Director) for election to the Board for three-year terms commencing April 1. The election of each Director shall be by majority vote of the Board of Directors. A Director shall be eligible for re-election, but no elected Director shall serve more than two successive three-year terms. A person who served two successive terms must be off of the Board for a minimum of two years before becoming eligible for re-election to a new term.
    5. Vacancies: Vacancies on the Board shall be filled from a list prepared by the Board Development committee and approved by the board.
    6. Meetings:
      1. Regular: A minimum of six regular meetings of the Board of Directors shall be scheduled annually by the Executive Committee at the beginning of the year and held unless canceled by vote of the Executive Committee. Each Director should be notified of the date, time and location of each meeting at least six days prior thereto, except in case (s) of emergency.
      2. Special Meetings: Special meetings may be called by the President or by two other officers. Every effort should be made to give notice of the date, time and location of each meeting at least six days prior thereto. A conscientious effort must be exerted to notify every Director a minimum of twenty-four hours prior to a Special meeting. At Special meetings, no business shall be transacted other than that specified in the notice of such meetings.
    7. Quorum: A majority of the number of voting Directors fixed by these by-laws shall constitute a quorum for the transaction of business.
    8. Missed Meetings: Should a Board member miss two consecutive regular meetings or more than one-third of regular meetings in a year without submitting an adequate explanation, he or she will be contacted by the President for discussion of Board performance and, if appropriate, asked to resign.
    9. Conflict of Interest: A Director is considered to have a conflict of interest if the Director: has a personal interest in a transaction; has a material financial interest in or is a general partner of another entity which is a party to a transaction; or is a director, officer, or trustee of another entity which is a party to a transaction which is or should be considered by this corporation’s Board of Directors. If a Director has a conflict of interest in a transaction, the transaction may be affirmed by or on behalf of the corporation if: the material facts of the transaction and the director’s interest are known or disclosed to the Board of Directors or committee of directors acting upon the transaction, and the transaction is approved by a majority of the directors not having a personal interest in the transaction; or the transaction is fair to the corporation.
    10. Removal: Any Director may be removed by a majority vote of the Directors then in office at a regular meeting, or a special meeting with not less than seven days written notice setting forth that purpose.

ARTICLE III

Officers

  1. Election: The officers of the Board, enumerated in Article III, 5, a-d, shall be elected by the Board of Directors prior to April 1 from a slate submitted by the Board Development committee and from any nominations made from the floor, provided in each instance that the nominee has consented to actively perform the duties of the office. In the case of more than one nominee for any office, the election shall proceed by secret ballot.
  2. Terms: The length of each term of office shall be one year, from April 1 through March 31 of the year following election. An officer may be re-elected to serve up to three terms.
  3. Removal: Any officer may be removed at any time by a resolution passed by a majority of the Board.
  4. Vacancies: The Board may fill any vacancies occurring among the officers of the Center through use of the Board Development Committee or through acceptance of nominations from the attending Board members. The Board meeting announcement will advise that there will be the election of officers at the next meeting.
  5. Duties: The officers of the Board shall have such duties as generally pertain to their offices, as well as such powers and duties as may be assigned to them by the Board or the President. By way of illustration and not limitation, the officers set out below shall have the following duties:
    1. President
      1. Serve as a member of and preside at all meetings of the Board.
      2. Serve as a member of and preside at all meetings of the Executive Committee.
      3. Be accountable for the presentation of the Center's request for funding from important outside sources of revenue.
      4. Appoint Directors to all Standing and Special Committees.
      5. Serve as an ex-officio member of all Standing and Special Committees.
      6. Meet with the Executive Director and with other staff members as necessary.
      7. Meet with the Personnel Committee to hold an annual personnel evaluation review of the Executive Director on or before September 30.
      8. Report (with financial statements and budget) at the annual membership meeting of the Center.
      9. Keep the Executive Committee fully advised of all actions concerning the Center and seek their comments and recommendations.
      10. Perform all additional duties that may be assigned by action of the Board.
    2. Vice-President:

The Vice-President shall execute those duties assigned by the President including representing the President at committee meetings and, in the temporary absence of the President, execute the duties of that office. In the event of a permanent vacancy in the office of President, the Vice- President shall assume the duties of the Presidency for the period determined by the Board, which may be for the remainder of the President’s term.

    1. Treasurer:
      1. Be bonded as approved by the Board.
      2. Oversee the care and custody of all funds, assets, and securities of the Center. Periodically report on the Center’s investments to the Board.
      3. Insure that the Center's bookkeeping practices adhere to Generally Accepted Accounting Procedures.
      4. Present a financial statement of the Center at each regular meeting of the Board and at such other times as the President shall request, and annually obtain an audited financial statement of the Center's operations for the prior fiscal year.
      5. Insure that detailed, accurate audit trail documents are kept for all cash receipts and disbursements and that audit trail documents for the current fiscal year are kept until completion of the annual audit.
      6. Oversee the filing of all required forms and reports to the government and sources of revenue.
      7. Work with the Finance Committee and others as stated in Article IV, 2a in preparation of the Center’s annual budget.
    2. Secretary:
      1. Shall keep accurate minutes of the proceedings at meetings of the Board and the Executive Committee.
      2. Submit those minutes at the following meeting of the respective group for approval.

ARTICLE IV

Committees

  1. Appointment: The President shall appoint the Chairman and members from the Board to each Standing and Special Committee of the Center. Each committee once constituted may expand its membership to include persons not members of the Board, with the approval of the President in consultation with the Exeuctive Director. The President and Vice-President shall be ex-officio members of each Standing and Special Committee. Standing Committees must meet at least four times a year, and all committees shall meet as frequently as necessary to carry out their charge. All committees will report to the Board at least quarterly.
  2. Standing Committees: The following Standing Committees shall be appointed each year and shall have the duties described below:
    1. Executive: The Executive Committee, serving at the pleasure of the Board, shall consist of the following members of the Board: the President, the Vice-President, the Treasurer, the Secretary, and two Directors appointed by the President. The Committee, when the Board of Directors is not in session and when emergency action, as determined by the President or two other officers, is required, may exercise all powers of the Board except to amend the Articles of Incorporation or By-Laws. The Committee may make rules for the holding and conduct of its meetings, the notice thereof required, and the keeping of its records. The committee will be responsible to ensure that the Center complies with the requirements of restricted donations. The Committee will ensure that the mission and bylaws are reviewed annually. The presence of a quorum of two-thirds members is required for the Committee to transact business. The Committee shall keep minutes and report its actions to the Board for approval and/or ratification at the next regular meeting.
    2. Finance: The Finance Committee shall work with the Treasurer, Executive Director, President, Vice-President, and the Resource Development Committee to determine the source of operating income and to prepare the annual budget of the Center for submission to the Board for final approval. The Finance Committee shall provide to the Treasurer information for the purpose of his or her advising the Board regarding the financial policies of the Center. The Committee shall, in coordination with staff, review the audit. All non-budgeted expenditures over $1000 must be recommended by the Finance Committee to the Executive Committee.
    3. Personnel: The Personnel Committee, in consultation with the Executive Director, shall review the personnel policies annually and recommend any amendments to the Board of Directors for action. The Committee shall recommend to the Finance Committee changes in salaries, insurance coverage, and other staff benefits. The Committee is available to the Executive Director for consultation on personnel issues.
    4. Board Development: The Board Development Committee shall nominate candidates to stand for election to the Board or to the Offices identified in Article III, 5a-d. The Committee shall follow the directives stated in Article II, 3 and shall also serve when a vacancy occurs on the Board or in an office and when requested by the President. The Committee is responsible for Board self-evaluation and orientation. The Board Development Committee shall include the President of the Senior Center Council.
    5. Resource Development: The Resource Development Committee is responsible, in cooperation with the Executive Director, for creating and implementing plans for raising funds for both the annual operating budget and the Endowment fund.
    6. Audit : The Audit Committee shall assist the Board in its oversight of (i) the Center’s accounting and financial reporting processes and the audit of the Center’s financial statements, including the integrity of the Center’s financial statements and income tax returns, (ii) the Center’s compliance with legal and regulatory requirements, (iii) the independent auditor’s qualifications and independence, and (iv) the performance of the Center’s accounting function, independent auditors and financial reporting processes. The Committee shall consist of at least three (3) members of the Board of Directors, all of whom shall be "independent" of management and not appointed as "Treasurer". The President of the Board of Directors shall appoint the members and the Chairman of the Committee in accordance with Corporate Guidelines of the Board and as defined in the "Charter of the Audit Committee" appended to these By-Laws.
    7. Special Committees: Special Committees and their Chairpersons may be appointed by the President to address specific projects or issues. A Special Committee shall oversee the planning and coordinating of such projects as assigned by the President.

ARTICLE V

Executive Director

  1. Appointment: The Executive Director shall be appointed by and be responsible to the Board. The Executive Director serves at the pleasure of the Board and may be terminated at will by the Board.
  2. Duties: The Executive Director shall be accountable for implementation of the programs of the Center and for performance of the necessary administrative functions which pertain to day-to-day operations.
    1. At each Regular meeting of the Board the Executive Director shall report to the Board on the activities of the Center. The Executive Director may choose particular Center members or potential members for the receipt of financial assistance in the payment of dues and/or program fees and shall administer such grants.
    2. The Executive Director may be asked to help in identifying potential candidates for the Board.
    3. The Executive Director shall make recommendations regarding insurance and safety needs to the Board.
    4. The Executive Director shall, in consultation with the Personnel Committee, periodically review the compensation, hours, and working conditions of the Center's staff and advise the Board of any recommended changes. The Executive Director shall have overall accountability for all employees of the Center and all volunteers.
    5. The Executive Director shall implement all policies adopted by the Board.
    6. The Executive Director is responsible for accurate records for the Center and shall submit to the Board in February a written report on the condition of the membership and programs of the Center. The Executive Director shall also present an annual report to the membership each March.

ARTICLE VII

Amendments

These By-Laws may be amended or repealed and new By-Laws adopted by the Board at any Regular meeting or at any Special meeting called for such purpose, provided that notice of such a meeting and a copy of the proposed amendments are sent to each Board member at least ten days prior to the meeting.

 

ARTICLE VIII

Parliamentary Procedure

The conduct of meetings of the Center shall be in accordance with the latest edition of Robert's Rules of Order. The President may appoint a parliamentarian.

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