Butler County, Pennsylvania
ARTICLE I - NAME
The name of the Corporation shall be United Way of Butler County.
ARTICLE II - OFFICES
The offices of the Corporation shall be at such a place as the Board of Directors may from time-to-time appoint, or the business of the Corporation may require.
ARTICLE III - POWERS
Section 1 - Members
The members of The Corporation of United Way shall have the following powers:
- To adopt and amend bylaws for their own government.
- To elect the Board of Directors.
- To delegate to the Board of Directors such duties as they deem advisable.
- To receive annual reports of the activities of United Way.
- To receive an annual financial accounting from the Board.
- To refer to the Board of Directors such situations or suggestions, which they feel, require consideration or action.
- To elect members of the Corporation for the ensuing year.
Section 2 - Board
The Board of Directors shall have the following powers:
- To be responsible to the members for the administration of the affairs of United Way.
- To have general supervision and control over the operation of United Way.
- To employ such persons as it may deem necessary for the successful implementation of the purposes of United Way.
- To supervise the work of all standing and special committees.
- To authorize all appropriations of United Way funds.
- To fill any vacancy among the officers of the Board of Directors for the remainder of the unexpired term.
- To annually make an accounting of its activities and finances to the members.
- To respond to other things requested of it by the members.
Section 3 - Statutory
Furthermore, The Corporation and its members and Directors will exercise the powers granted to nonprofit corporations by the statues of the Commonwealth of Pennsylvania and Section 501(c)(3) of the United States Internal Revenue Code of 1954 as either may be amended.
ARTICLE IV - MEMBERS OF THE CORPORATION
The Corporation shall be composed of: (1) two representatives of each member agency, with one being the chief volunteer officer and the other being the chief professional officer, unless otherwise designated by the agency; and, (2) any contributor to United Way of Butler County for the year in which his/her contribution was made (3) all individuals elected to the Board of Directors during the tenure of their respective terms.
A person must be a member of the Corporation to vote and speak at the annual meeting and; all individuals elected to the Board of Directors are members of the Corporation during the tenure of their respective terms.
Notice the annual or a special meeting of The Corporation shall be published not less than ten days prior to the meeting date. Proxy voting will not be permitted.
ARTICLE V -
PARTICIPATION IN THE UNITED WAY HEALTH & HUMAN SERVICES NETWORK
The requirements and conditions of participation in the United Way Health & Human Services Network are fixed by resolution of the Board of Directors as the management body of The Corporation. All organizations requesting membership and all those participating must follow and adhere to the procedures and regulations established in the Board-adopted document entitled "Statement of Understanding Regarding Participation in the United Way Health & Human Services Network".
ARTICLE VI - ANNUAL MEETING OF MEMBERS
The Annual Meeting of The Corporation shall be held in the second quarter of each year at such time and place, as the Board of Directors shall determine. For this and any other meeting of The Corporation members, a quorum shall be twenty-five. Items of business other than the election of the members of The Corporation and members of the Board of Directors shall not be acted upon unless presented in writing to the United Way office at least ten (10) days prior to the meeting. Public notice of the time and place of the meeting shall be given in the public press ten days prior to the meeting.
ARTICLE VII - BOARD OF DIRECTORS
Section 1 - Membership
- The Board of Directors will seat but not necessarily fill, not more than twenty-seven (27) Directors. These individuals shall live and/or work in The Corporation's services area (Butler County, Pennsylvania); and, they shall be sensitive to the issues and needs of Butler County during their service as fiduciaries for the community as a whole.
- No employee of The Corporation or a member agency shall serve as a director.
- In addition, the Immediate Past Chair may continue as a Director for one year after this term of office has concluded, in the even this individual's term on the Board of Directors may have expired.
Section 2 - Term of Office and Manner of Election
- The term of office for Directors shall be for three years and until their successors are elected and qualify.
- The election shall be by ballot and take place at the annual meeting. A majority of ballots cast shall be necessary to elect; where there is no contest for the positions, the members may waive the use of ballots.
- The terms of one-third of the Directors shall expire each year.
Section 3 - Duties and Powers
The Board of Directors shall have full charge, management, and control of the activities and affairs of The Corporation and shall have those powers vested in the Boards of Directors of nonprofit Corporations by the statutes of the Commonwealth of Pennsylvania. See Article IX, Section 2.
Section 4 – Meetings
- The Board shall meet at least four times each year, at such time and place as it shall determine.
- Special meetings may be called by the Chair or by the Executive Committee, or by the Secretary acting in response to a petition signed by one-fourth of the Board members, specifying the business to be considered.
- Notice of regular and special meetings and the proposed Agenda shall be mailed to members at least five days before the meeting. Special meetings may only act on the business identified in the notice.
- All meetings of the Board shall be open, and contributors to United Way shall have an opportunity to present their views and concerns to the Board; however, proposals from nondirectors must be presented in writing to the United Way office at least ten days prior to a scheduled meeting for inclusion on the agenda before they can be acted upon.
- One or more persons may participate in a meeting of the Board or any committee of the Board by means of conference telephone or similar communications equipment by means of which all persons participating in a meeting can hear each other. Such participation shall constitute presence in person at the meeting.
- If a member is absent for three consecutive meetings or fifty percent of the regularly scheduled meetings of the Board in a given year without being properly excused by the Chair, the member’s position on the Board will be vacated at the next regularly scheduled meeting of the Board.
Section 5 – Quorum
A majority of the Board of Directors then in office shall constitute a quorum for the transaction of Corporation business. If a majority of the Directors consent in writing to any action to be taken by the Corporation, such action shall be valid as though it had been resolved at a meeting of the Board of Directors. For purposes of determining a quorum and registering a director’s vote at any meeting, it is understood that any Director may give, at any time, a proxy in writing to a Board member to vote for the absent Director.
Once organized, and a quorum is confirmed, the Board may continue to transact business, notwithstanding the withdrawal of such Directors from the meeting to leave less than a quorum regardless of whether Directors leave after the meeting is organized, reducing the number of Directors in attendance to less than a quorum.
Section 6 – Vacancies
The Board may, at its discretion, fill vacancies in its membership to serve until the next annual meeting. The members shall at the annual meeting elect Directors to fill vacancies in unexpired terms, the same as for full terms. See Section 2.
Section 7 – Compensation
Directors, as such, shall not receive, directly or indirectly, any salary or other compensation from The Corporation, provided that nothing herein contained shall be construed to preclude any Director from serving the Corporation in any other capacity and receiving compensation therefore.
Section 8 – Implementation
At the next annual meeting after the adoption of the revised bylaws, the Directors then elected shall be divided into three groups by lot. Group one shall then serve a one-year term; group two, a two-year term; and group three, a three-year term. At each annual meeting of the membership, the successors to the group of Board members whose terms expires that year shall be elected to serve for a term of three years.
Section 9 – Limited Term
A Director who has completed two full, consecutive terms shall not be eligible for re-election until one year has elapsed since the individual’s prior service.
Section 10 – Liability of Directors
No Director shall be personally liable for monetary damages for any action taken, or any failure to take any action, unless the Director has breached or failed to perform the duties of his or her office under Section 8363 of the Pennsylvania Directors’ Liability Act, which section relates to standard of card and justifiable reliance, and that breach or failure to perform constitutes self-dealing, willful misconduct or recklessness.
Section 11 – Advancement of Expenses
The Corporation shall advance expense incurred by any officer, Director, or employee, of the Corporation in defending a civil suit or proceeding relating to or as a result of his or her position in the Corporation, in advance of the final disposition of such action, suit or proceeding, upon receipt of an undertaking by or on behalf of such person to repay such amount if it shall ultimately be determined that he or she is not entitled to be indemnified by the Corporation.
ARTICLE VIII – OFFICERS
Section 1 – Officers and Numbers
The officers of The Corporation shall consist of a Chair, who shall serve as the organization’s Chief Volunteer Officer; one or more Vice Chair(s), in such number as may be fixed from time-to-time by resolution of the Board of Directors, a Secretary, and a Treasurer.
Section 2 – Election and Term of Office
The Board of Directors shall elect all officers, except the Secretary, from among their own number at the reorganization meeting following the annual meeting of the membership, and they shall hold office; until the next annual meeting and their successors have been elected and qualify in their stead.
Section 3 – Secretary
The Board of Directors shall name the United Way’s Executive Director as Secretary of The Corporation. This individual shall also serve as The Corporation’s chief professional officer, and the Board of Directors shall fix the compensation for this service annually.
Section 4 – Duties
The duties of the officers shall be those naturally and normally pertaining to the office held. The Chair shall be the presiding officer at meetings of The Corporation, Board of Directors, and the Executive Committee. The Chair shall have the power to appoint the chairs and members of all committees whose selection is not otherwise provided for in the bylaws. The Chair shall be an ex officio member of all committees of United Way.
The Vice-Chair(s) shall, in an order designated by the Board of Directors, have all of the authority and perform all of the duties of the Chair in the absence of the Chair or when circumstances prevent the Chair from acting, and shall perform such other duties as may be directed by the Board of Directors.
The Secretary shall keep the minutes of the Board of Directors. The Executive Director of United Way will serve as Secretary of The Board of Directors. The Executive Director of the United Way will serve as Secretary of The Corporation. This individual shall keep such books as may be required by the Board of Directors and shall give notices of the meetings of the Board of Directors as required by law, regulations, or otherwise.
The Treasurer shall receive and be responsible for all money, bills, notes, bonds, stock in other Corporations, and similar property belonging to The Corporation, and shall do with the same as may be ordered by the Board of Directors. The Treasurer will be responsible as a fiduciary for accurate financial accounts and the Board of Directors may determine hold the same open for inspection and examination by the Directors; and, shall have such authority and shall perform such other duties as.
Section 5 – Removal
Any officer or member of the Board may be removed from office at any time without assigning any cause at any regular or special meeting of the Board by a majority vote of all Directors then in office and providing that notice as to this action was included in the call for the meeting.
Section 6 – Vacancies
A vacancy occurring in any office may be filled by a majority vote of those present at any regular or special meeting of the Board of Directors.
Section 7 – Bonding
All officers and other persons who may be authorized to receive or disburse funds of the Corporation shall be required to furnish bond for the faithful discharge of their duties in such sums with such surety and on such conditions as the Board of Directors shall, from time-to-time determine or authorize. Expenses of such bonds shall be borne by The Corporation.
ARTICLE IX – COMMITTEES
Section 1 – Executive Committee
The Executive Committee shall consist of the officers of the Board of Directors, the Immediate Past Chair, and two members at large appointed by the Chair of the Board of Directors. The Chair of the Board of Directors shall be the Chair of the Executive Committee. The Committee shall meet at the call of the Chair.
The Executive Committee shall have all the power of the Board of Directors when the Board is not in session. A majority of the members of the Executive Committee shall constitute a quorum but a lesser number may adjourn the meeting.
Section 2 – Nominating Committee
At its first regular meeting each calendar year, the Chair with the approval of the Board of Directors shall name a Nominating Committee of not less than five (5) persons to prepare and submit at the Annual Meeting of the members, nominees for election as members of The Corporation and as Directors, and at the Board meeting following the Annual Meeting of the members, a slate of officers to serve for the ensuring year. The Chair will designate one member of the Board to serve as committee chair.
The Nominating Committee shall consult with such members of the community as contributors, small and large businesses, educational groups, government agencies, health care organizations, character building civic groups, and other appropriate leaders to obtain advice and recommendations with respect to nominees for members of The Corporation and for members of the Board of Directors.
Thirty days prior to the Annual Meeting each year, the Chief Volunteer Officer or other elected volunteer leader of each member agency shall certify to the Secretary of the Board of Directors the names and addresses of persons to represent them as members of The Corporation during the ensuing year and shall certify to the Secretary any change which may occur in such representation during the year. One of the member agency representatives shall be the agency’s chief volunteer officer and one shall be its chief professional officer, unless an alternate representative is deemed more appropriate. In all cases, at least one of the two representatives must be a member of its Board of Directors.
Additional nominations from the floor may be made by any member of United Way providing the Nominating Committee shall have received notice of such intent in writing at least ten (10) days prior to the Annual Meeting.
Section 3 – Other Committees
The Board of Directors may create other committees as desirable for the satisfactory and effective management of The Corporation, and each such committee shall have such powers and authority as are vested in it by the Board of Directors subject to the broader power and authority of the Board of Directors.
Section 4 – Committee Membership
The chair(s) and members of committees are appointed by the Chief Volunteer Officer on an annual basis and may be reappointed from year-to-year at the discretion of the appointing authority. The chair(s) and committee members will hold office until the close of the annual meeting. The United Way’s Chair and Chief Volunteer Officer may fill any vacancy occurring on any committee at any time during the year.
ARTICLE X – CONTRACTS AND AUDITS
Section 1 – Contracts
The Board of Directors may authorize any officer or officers in the name of and on behalf of The Corporation to enter into any contract, to execute and deliver any instrument, and to sign checks, drafts, or other orders for the payment of money or notes or other evidences of indebtedness. Such authority may be general or it may be confined to specific instances. Unless so authorized by the Board of Directors, no officer shall have the power or authority to bind the Corporation by any contract or engagement or to pledge its credit or to render it peculiarly liable for any purpose in any amount.
Section 2 – Audits
After the close of each fiscal year, the books of account and financial transactions for the fiscal year then ended shall be audited by a Certified Public Accountant designated by the Board of Directors. A report on that audit shall be rendered to the Board of Directors to conform to generally accept accounting standards as promulgated by the National Assembly for Social Policy & Development.
ARTICLE XI – FISCAL YEAR
The Fiscal Year of the Corporation shall be July 1 through June 30.
ARTICLE XII – EMPLOYEES
Section 1 – Staff
The Board of Directors shall employ and maintain a competent professional staff to carry out the purposes of United Way of Butler County.
Section 2 – Executive Director
The Executive Director shall be the chief professional officer of The Corporation charged with the overall administration and execution of all corporate operations as defined and supervised by the Board of Directors; to employ, supervise, train, promote, or terminate (with the concurrence of the Executive Committee) all staff; to provide professional direction in the development of an effective network of voluntary and public human services for the community; to serve as secretary of The Corporation; and to perform such other duties as may be assigned by the Board of Directors.
ARTICLE XIII – NONDISCRIMINATION
The members, officers, directors, committee members, employees, and persons served by The Corporation shall be selected entirely on a nondiscriminatory basis with respect to age, sex, race, religion, handicap, or national origin.
ARTICLE XIV – CORPORATION SEAL
The seal of The Corporation shall be circular in form and shall bear the name of The Corporation as “United Way of Butler County”.
ARTICLE XV – 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 bylaws and any special rules of order the membership or Board of Directors may adopt.
ARTICLE XVI – AMENDMENTS
These bylaws may be amended, altered, or repealed by a two-third vote of the members present at the annual or special meeting provided that the proposed change(s) shall have been mailed to the members at least ten days before the meeting.
Revised & Approved: June 12, 2003
Effective Date: June 12, 2003
(Replaces all previous Bylaws)