Providing Access To Help
ARTICLE I – GENERAL
1. Name. The name of this corporation shall be Providing Access To Help, Inc.. For purposes of these bylaws, and in day-to-day communications, the corporation may be called by its acronym – PATH.
2. Purpose. The purpose of the corporation shall be:
A. To provide 24-hour access to crisis services, information and referrals.
B. To provide access to services for people age 60 and older.
C. To prevent suicides and promote public awareness of suicide prevention.
D. To provide the public with resource information through publication of printed, electronic, or other technologically feasible directories of relevant services
E. To provide such services, as the Board of Directors deems appropriate and advisable, for the benefit of the community.
3. Organization. This corporation is a domestic corporation chartered under the laws of the state of Illinois on October 6, 1971 and has complied with all the provisions of the General Not For Profit Corporation Act of Illinois. As such it is a charitable organization exempt from Federal Income Tax under section 501(c)(3) of the Internal Revenue Code. It is not a private corporation within the meaning of section 509(a) of the Code as specified in Section 170(b)(1)(A)(vi). This corporation intends to function in accordance with the above stated laws and Internal Revenue Code and is therefore prohibited from any activity inconsistent with them.
4. Use of Funds. No part of the earnings of the corporation shall inure to the benefit of any member, director, officer of the corporation, or any private individual (except that reasonable compensation may be paid for services rendered to or for the corporation as related to one or more of its purposes), and no member, director, officer of the corporation, or any private individual shall be entitled to share in the distribution of any of the corporate assets on dissolution of the corporation.
5. Political Activity. The corporation is prohibited from political campaigning to influence the election of a political candidate.
ARTICLE II – BOARD OF DIRECTORS
1. Organization. The affairs of the corporation shall be conducted and managed by a Board of Directors.
2. Number of Directors and Qualifications. The Board of Directors shall be composed of not less than nine nor more than fifteen members as determined by majority vote of the Board at the annual meeting. The selection of these members shall be as follows:
A. At least one, but no more than four, trained volunteers currently participating in PATH’s operations.
B. At least five residing within the city limits of Bloomington-Normal.
C. At least one from outside of the city limits of Bloomington-Normal, but within the County of McLean.
D. The remainder may reside in any geographic area served by PATH, without restriction.
E. Considerations used to select Directors should include, but are not limited to: the needs of PATH for expertise in specific areas; the experience, skills, and resources of the individual; and the desire of the organization to have Board composition reflect the diversity of communities served by PATH.
3. Term. Board members shall be elected for three-year terms with the terms so arranged that the number of expiring terms each year will be as even as possible. Board members may be elected for two (2) additional three-year terms for a total of nine (9) years of consecutive service, in addition to the balance of any unexpired term to which he or she may have first been elected. . An individual who has fulfilled the maximum terms may subsequently be elected to the Board of Directors, provided at least one (1) year shall have elapsed since the end of his or her last term.
4. Election. All Directors shall be elected by a majority vote of the Board of Directors. Regular elections for Directors shall be held at the annual meeting. Elections to fill vacancies may be held at any regular, special, or annual meeting.
5. Removal. A member of the Board of Directors may resign at any time by providing written notification to the President of the Board. A Board member who misses 50% or more of regularly scheduled Board Meetings in any twelve month period shall be considered to have tendered his or her resignation. In such event, the Board of Directors shall determine whether or not to accept the resignation.
ARTICLE III – OFFICERS AND THEIR DUTIES
1. Officers. The officers of the Board of Directors shall be a President, a Vice President, a Treasurer, and a Secretary.
2. Election and Term. The Board of Directors shall elect all officers for a term of one year at the annual meeting. Each officer should have served as an active Board member for one year prior to election as an officer. Officers are usually limited to serving a maximum of two consecutive years in each office, however one additional term is allowable with approval of 2/3 of the Board.
3. Removal. An officer may be removed from office at any time as determined by a two-thirds vote of the Board of Directors when in its judgment the best interests PATH would be served. An officer who misses 50% or more of regularly scheduled Board Meetings in any twelve month period, or more than 3 consecutive meetings, shall be considered to have tendered his or her resignation. In such event, the Board shall determine whether or not to accept the resignation.
4. Vacancy. Vacancies in offices will be filled by Presidential appointment with approval by the full Board.
5. Duties. The duties and responsibilities of each Officer of the Board include the following:
1. Preside at Board meetings.
2. Appoint Board members to committees and appoint the chairpersons of committees.
3. Serve as an ex-officio member to committees.
4. Remain accessible to the Executive Director at all times.
5. Serve as the chief spokesperson for the Board.
6. Chair the Executive Committee.
7. Implementation of the annual evaluation of the Executive Director.
B. Vice President
1. Follow the work of the President at all times and function as his/her assistant.
2. Act in the capacity of the President in absence of the President.
3. Serve as the parliamentarian for the Board.
4. Serve as a member of the Executive Committee.
5. Monitor the Board and its committees to insure their functioning at all times.
6. Replace President in event of removal.
1. Record the minutes of the Board meetings.
2. Write all Board correspondence as needed.
3. Serve as a member of and take minutes of the Executive Committee.
D. Treasurer (one year term)
1. Maintain an awareness of the budget on a monthly basis.
2. Present Treasurer’s Report to the Board at regularly scheduled meetings.
3. Present the annual budget to the Board.
4. Serve as a member of the Executive Committee.
5. Sign checks in the absence of the Director.
ARTICLE IV – MEETINGS
1. Regular Meetings. The Board of Directors shall meet for the conduct of regular business at regular intervals, not less than four times per year, as set by the Board of Directors.
2. Annual Meeting. Annual meetings shall be held in January.
3. Special Meetings. Special meetings of the Board of Directors may be called as needed by the President, the Executive Committee, or three members of the Board of Directors. Notice of special meetings must indicate the business to be considered, and only that business can be acted upon at such meeting.
4. Notice. Written or electronic mail notice of all meetings of the Board of Directors shall be given at least five days prior to the meeting. Notice shall include the time, place, and date of the meeting. The transactions of any meeting of the Board of Directors, however called and noticed or wherever held, shall be valid as though transacted at the meeting duly held after regular call and notice, if a quorum be present, and if, either before or after the meeting, each of the Directors present signs a written waiver of notice, or a consent to holding such meeting, or an approval of the minutes thereof. Such waivers, consents or approvals may be in the form of an electronic mail message from the Director.
5. Quorum and Voting. A quorum for all meetings shall consist of a simple majority of the voting members of the Board of Directors. At all meetings of the Directors at which a quorum is present, all business shall be determined by a majority of those present, unless otherwise provided in the Articles of Incorporation or Bylaws.
6. Other. All meetings shall be open, except for executive sessions. No action shall be taken at executive sessions except matters dealing with personnel, litigation, contracts, or property. Any action that may be taken by the Board of Directors at a meeting may be taken without a formal meeting if unanimous consent in writing setting forth the action taken, and waiving the notice and requirement for a meeting, shall be signed by all Directors before such action is implemented. Such waivers or consents may be in the form of an electronic message from the Director. A hard copy of an electronic mail message bearing its bona fide issuance date shall constitute evidence of delivery of such message to or from a Director, as listed on the message’s distribution list. An electronic mail message shall be deemed to be written, signed and dated for purposes of this section
ARTICLE V – BOARD COMMITTEES
1. General. A quorum for all committee meetings shall consist of a simple majority of all the members of the committee. Decisions will be made in committee meetings on the basis of a simple majority of those members present and voting. With the exception of the Executive Committee, the Board President may assign additional tasks to any committee. The President will appoint the members of the standing committees and any additional special committees he/she feels are necessary. These committees will meet a minimum of three (3) times a year and present a report of activities at each Board meeting.
2. Standing Committees
A. Executive Committee – This committee shall be composed of the officers of the Board of Directors. At least one representative must be from the community at-large members of the Board, and at least one must be from the crisis line volunteers. Duties of the Executive Committee shall be to:
1. Act on behalf of the Board of Directors.
2. Serve as an advisor to the Executive Director.
3. Serve as a consultant for the other Board Committees.
4. Establish guidelines, set the forms, and establish the procedures for the evaluation of the Director.
5. Establish guidelines, procedures and implementation of program evaluation/quality assessment procedures.
B. Budget and Finance Committee – This committee shall be composed of the Treasurer and other Board members appointed by the President. The duties of the Budget and Finance Committee shall be to:
1. Review the budget after the Director has prepared it.
2 Review monthly financial statements and report results to the Board at regular meetings.
3. Screen funding proposals before they are presented to the Board.
4. Explore new funding in cooperation with the Director.
5. Responsible for developing, as needed, a fund development/business plan
C. Personnel Committee – Duties of the Personnel Committee shall be to:
1. Respond to grievances and deal with Code of Conduct issues related to the staff and volunteers of the organization.
2. Serve as a screening committee for the hiring of the Director.
3. Serve as an appeals committee for dismissed staff and volunteers of the organization.
4. Serve as a resource to the Executive Director in all matters regarding personnel.
5. Review and recommend any necessary changes in the Code of Conduct and the Personnel Manual annually.
D. Nominating Committee – Duties of the Board Development and Nominating Committee shall be to:
1. Screen, evaluate, and recommend new Board members and officers through the interviewing process.
2. Report annually on the composition of the Board in accordance with these by-laws and on actions being considered to ensure that such conformance will continue in the future.
E. Technology Committee
Duties of the Technology Committee shall be to:
1. Develop a Technology Plan for implementation in all phases of PATH’s operations
2. Conduct an annual review of such plan, report to the Board of Directors on the progress of implementation, and propose changes to the plan in light of PATH’s needs and new technological developments.
3. Review and approve the disaster recovery plan.
4. Provide guidance to the Executive Director and staff for technological decisions and issues.
ARTICLE VI – THE EXECUTIVE DIRECTOR
1. Relationship to the Board of Directors – The Executive Director of PATH shall be responsible to the Board of Directors. The Executive Director shall be an ex-officio member of the Board with voice, but no vote. He/she shall report regularly to the Board and recommend changes in policies and procedures that he/she deems necessary. He/she may serve ex-officio on any Board committee.
2. Duties – The Executive Director of PATH shall have the following duties:
A. To implement all Board approved policies and programs.
B. To employ and manage the PATH staff.
C. To manage the financial resources of PATH as determined by the Board of Directors.
D. To set the agenda for the meeting of the Board of Directors.
E. To provide appropriate orientation for new Board members.
F. To report to the Board at each meeting on all substantive matters affecting the operations of PATH, including both current and prospective issues.
G. To lead the planning process, develop and implement long term plans, and report to the board on progress in achieving plan goals.
H. To prepare the annual report.
ARTICLE VII – INDEMNIFICATION [JDE1]
Each person who at any time is or shall have been a director, officer, employee, or agent of this corporation, or is or shall have been serving at the request of the corporation as a director, officer, employee, or agent of another corporation, partnership, joint venture, trust, or other enterprise, shall be indemnified by this corporation in accordance with and to the full extent permitted by the General Not for Profit Corporation Act of Illinois as in effect at the time of adoption of this by-law or as amended from time to time. The foregoing right of indemnification shall not be deemed exclusive of any other rights to which a person seeking indemnification may be entitled under any by-law, agreement, vote of members or disinterested directors or otherwise. If authorized by the Board of Directors, the corporation may purchase and maintain insurance on behalf of any person to the full extent permitted by the General Not for Profit Corporation Act of Illinois an in effect at the time of the adoption of this by-law or as amended from time to time.
ARTICLE VIII – AMENDMENT AND DISSOLUTION
1. Amendment. The Bylaws may be amended by two-thirds vote of the membership of the Board of Directors, either in-person or by proxy, provided that proposed amendments have been presented in writing at one meeting and are voted on at the following meeting.
2. Dissolution. Upon dissolution of this corporation by operation of law or otherwise, and after payment of all its debts and liabilities, property and assets remaining in its hands shall be distributed exclusively to charitable, religious, scientific, literary, or education organizations which would then qualify under the provisions of Section 501 (c) (3) of the Internal Revenue Code, its Regulations as they now exist or may hereafter be amended. The Board of Directors shall make the specific designations for such distributions in this event.
ARTICLE IX – PARLIAMENTARY AUTHORITY
The rules contained in Robert’s Rules of Order, latest revision shall govern this corporation to the extent that they are not inconsistent with these by-laws or any special rules of order the Board of Directors may adopt.
[JDE1]Indemnification language required by state law.