Approved by the Board
January 11, 1989
Revised October 2011
Revised June 2013
Revised November 2014
BYLAWS OF THE UNITED WAY OF THE OZARKS
ARTICLE I
Name and Place of Business
The name of this corporation shall be United Way of the Ozarks. The principal place of business shall be Springfield, Greene County, Missouri.
ARTICLE II
Purposes
1.The purposes for which this corporation is formed are:
(a)To assess, on a continuing basis, the need for human service programs, to seek solutions to human problems; to assist in the development of new or the expansion or modification of existing human service programs; to promote preventive activities and foster cooperation among local, state and national agencies serving Southwest Missouri.
(b)To develop as fully as possible the financial resources needed to meet human service needs of the area and reduce the number of appeals for financial support for services.
(c)To deploy United Way financial support so as to maximize the resources available to agencies for services aimed at the most urgent current needs of the community, including those supplied by organizations not now receiving United Way financing.
(d)To muster support and commitments for the entire United Way enterprise through a systematic communications program.
(e)To manage United Way operations effectively, and to offer assistance to agencies wishing to improve their management skills.
(f)To receive by gift, grant, devise, bequest or otherwise, from any source, personal or real property, and to hold, administer, sell, invest, reinvest, manage, use, disburse and distribute, and 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.
(g)To do any and all things, either alone or in cooperation with other organizations or institutions, and either directly or by contribution to such other organizations or institutions, which it may deem necessary or proper in order to carry into effect any or all of the foregoing objects or purposes.
2.Nothing herein shall authorize this corporation directly or indirectly, to engage in or include among its purposes, any of the activities prohibited to a not-for-profit corporation organized under the laws of the state of Missouri.
3.No substantial part of the activities of this corporation shall be for the purpose of carrying propaganda, or otherwise attempting to influence legislation. None of the activities of this corporation shall consist of participating in, or intervening in, any political campaign on behalf of any candidate for public office. This corporation shall not take a stand on a controversial issue unless it is directly related to its purposes.
4.No part of the new earnings of this corporation shall inure to the benefit of any private shareholder of any individual. The property of this corporation is irrevocably dedicated to charitable purposes and upon liquidation, dissolution or abandonment of the owner, after providing for debt and obligations thereof, the remaining assets will not inure to the benefit of any private person but will be distributed to a non-profit fund, foundation or corporation which is organized and operated exclusively for charitable purposes and which has established its tax exempt status under Sections 501(c)(3) and 509(a)(1), (2), or (3) of the Internal Revenue Code of 1954.
ARTICLE III
The period during which this corporation is to continue as a corporation is perpetual.
ARTICLE IV
Members
1.Each person contributing to the United Way shall be considered a member for the fiscal year for which such a contribution is made. Members present at any annual or special meeting of the corporation shall have the right to vote on all questions coming before such meeting.
2.In addition to the individual members provided for in Section 1 of this Article, each participating agency shall be entitled to designate a volunteer to serve as a member of this corporation. The agency may replace its representative at any time by notifying the Secretary in writing. Each agency seeking United Way funding shall prior to receiving same execute in the form approved by the United Way, a written agreement to comply with United Way Bylaws and all other provisions set forth in said agreement including but not limited to, compliance with procedures and limitations concerning campaigns, solicitations, and fund raising activities.
ARTICLE V
Annual and Special Membership Meetings, Notices, Quorum
1.The annual meeting of the members of this corporation shall be held within 120 days of the end of the fiscal year at such place and on such day and hour as the Board of Directors may determine.
2.Special meetings of the members for any purpose or purposes may be called pursuant to a resolution of the Board of Directors, and shall be called by the Chairman or Secretary at the request in writing of one-third of the directors in office. Such request shall in any case state the purpose or purposes of the proposed meeting. Business transacted at all the special meetings shall be confined to the subjects stated in the call and matters germane thereto.
3.Notice of any meeting of the members, annual or special, shall be made at least two weeks in advance of the meeting by whatever means are deemed appropriate by the board and/or President/CEO, such as through announcements on the website and through other means intended to notify all members of the meeting.
4.The presence in person of not less than twenty-five members is requisite and shall constitute a quorum at all meetings of members for the election of directors or for the transaction of other business. If such number of members shall not be so present in person, those present shall have the power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present, at which time any business may be transacted which might have been transacted at the meeting as originally notified.
5.Any action by a majority of members where a quorum is present shall be action of the membership of this corporation.
ARTICLE VI
Board of Directors
1.The affairs of this corporation shall be under the control of a Board of Directors consisting of at least twenty-four (24) but no more than twenty-nine (29) persons, all of whom shall be volunteers and neither paid personnel of this corporation nor of any organization receiving financial support from this corporation.
The Board of Directors shall adopt such policies and procedures for the operation of this corporation designed to carry out its objectives as may be consistent with the Bylaws. Among the duties of the Board of Directors shall be: (a) arranging for the raising of funds; (b) controlling the distribution of funds collected; (c) annually review the budgets and determine appropriation to member agencies; and (d) provide an annual audit open to inspection prepared by a qualified and independent Certified Public Accountant.
2.The members shall elect 24 directors for overlapping three-year terms. Directors elected at the annual meeting shall serve a three-year term commencing with adjournment of the meeting. Persons having served two consecutive three-year terms are eligible for a one-year appointment to an at-large position on the Board. If no such appointment is made, they must be absent from the Board one year before nomination to a three-year term.
3.In addition to the elected directors, the Chairman may appoint for one-year terms five members at large. These five at-large members must include the Campaign Chairman and the Community Investment Chairman if they are not members of the Board.
4.Any member absent from three (3) consecutive meetings of the Board of Directors may be so notified and the member, may be relieved of his service as a Board member.
ARTICLE VII
Meetings of the Board
1.Meetings of the Board of Directors of this corporation shall be held at least quarterly and additional meetings may be held on the call of the Chairman or, if he is absent or unable or refuses to act, by any other officer, or by any five directors.
2.Notice of any meeting of the directors, regular or special, stating the time when and the place where it is to be held shall be served personally, by mail, facsimile or email to each director. The notice of any special meeting shall state the purpose of the proposed meeting. The presence in person or by conference call/web conference of not less than ten (10) directors is requisite and shall constitute a quorum.
3.In addition to the powers by these Bylaws expressly conferred upon them, the Board of Directors of this corporation may exercise such powers and do required lawful acts and things as are not by statute or by these Bylaws required to be exercised by the members or officers.
ARTICLE VIII
Officers
1.The officers of this corporation who shall be elected by the Board of Directors shall be the Chairman, Vice Chairman (Chairman-Elect), a Secretary and a Treasurer, all of whom shall be members of the Board of Directors. All terms of office for board members and officers shall commence immediately following the annual meeting. All officers shall hold office for one year or until their successors are elected and qualify.
2.The Chairman, or in his absence, the Vice Chairman selected by the Board of Directors, shall preside at all meetings of members and of the Board of Directors and shall perform the duties usually devolving upon a presiding officer.
3.The secretary (or their designee) shall attend all meetings of the Board of Directors and all annual or special meetings of members and shall oversee the meeting, recording the votes and the minutes of all proceedings in a book to be kept for the purpose and shall perform like duties for any committee of members. The Secretary (or their designee) shall insure that notice be given regarding all meetings of members or of the Board of Directors when notice is required by these By-Laws, and, if required by resolution at any annual or special meeting of members shall give notice of meetings of committees of members or of the Board of Directors. The Secretary shall have access to all records, books of account, and other papers of the corporation.
4.The Treasurer shall have access to all funds and securities of the corporation and shall insure that full and accurate accounts of receipts and disbursements in books, belonging to the corporation are kept and shall oversee the deposit of all monies and other valuable effects in the name and to the credit of the corporation in such depositories as may be designated by the Board of Directors. He shall oversee the disbursement of the funds of the corporation as may be ordered by the Board of Directors, taking proper vouchers for such disbursements, and shall render to the Board of Directors at the regular meetings of the Board, or whenever they may require it, an account of all transactions and of the financial condition of the corporation.
ARTICLE IX
Committees
1.There shall be an Executive Committee including but not limited to the officers, the Campaign Chairman, the Community Investment Chairman, and up to two other members of the Board appointed by the Chairman. The Executive Committee shall have and exercise all the powers of the Board of Directors subject to such limitations or resolutions the Board of Directors may impose, and shall have power to affix the seal of the corporation to all papers which may be deemed to require it.
2.The Chairman of the Board shall serve as Chairman of the Executive Committee. The Executive Committee shall have power to make rules and regulations for the conduct of its business. A majority thereof shall constitute a quorum.
3.The Executive Committee shall keep regular minutes of its proceedings and report the same to the Board of Directors.
4.No later thanDecember, the Chairman shall appoint a Nominating Committee of not fewer than five members, at least three of whom are directors, of this corporation to make nominations for election of directors at the annual meeting of members.
5.The Nominating Committee shall also nominate persons to serve as officers and shall report to the Board of Directors no later than 30 days prior to the annual meeting and the election shall take place at that time.
6.The Chairman shall from time to time appoint such standing or special committees as are authorized by the Board of Directors including, but not limited to, Resource Development and Community Investment. Each committee shall consist of such number of persons as the Board of Directors deem advisable. All acts of such committees shall be subject to the approval of the Board of Directors.
7.The chairmen of standing or special committees who are not already serving on the Board of Directors shall be eligible to attend and advise at all meetings of the Board of Directors.
ARTICLE X
Vacancies - Additional Offices
All vacancies on the Board of Directors, Executive Committee, or in any office of the Corporation may be filled, or new offices created, by vote of the Board of Directors at any regular or special meeting, e.g. assistant treasurer.
ARTICLE XI
All checks or demands for money and notes of this corporation shall be signed by such member, officer or officers as the Board of Directors from time to time designate.
ARTICLE XII
Fiscal Year
The fiscal year of this corporation shall be the calendar year.
ARTICLE XIII
Employees
This corporation may have such agents and employees as shall be determined from time-to-time by the Board of Directors.
ARTICLE XIV
Nondiscrimination
The members, officers, directors, committee members, employees and persons served by this corporation shall be selected entirely on a nondiscriminatory basis with respect to color, religion, age, sex, national origin, physical or mental disability or veteran status.
ARTICLE XV
Seal
The seal of this corporation shall be circular in form and shall bear the name of the corporation, the words Missouri and the year of its corporation.
ARTICLE XVI
Amendments
1.The Bylaws of this corporation may be altered or replaced by the members by vote of the majority present at any annual or special meeting called for that purpose.
2.The Board of Directors shall have the power to make, alter, amend or repeal the Bylaws of this corporation by two-thirds vote of the entire board at any regular or special meeting thereof where notice of such proposed action has been announced in the notice of such meeting.
3.Any amendments, alterations, changes, additions or deletions from these Bylaws, whether made by the members of the Board of Directors shall be consistent with the laws of this state which define, limit, or regulate the powers of this corporation or the directors of this corporation.
4.Actions may be approved by the members via email vote without a meeting of members. The action must be approved by at least eighty (80) percent of voting members. The email must include the action to be taken, the yes/no/abstain vote response, and include an electronic signature. Email responses will be sent to the Board Chair, Secretary (or designee) and President/CEO. The result of the vote will be sent to all Directors upon receiving responses from eighty (80) percent of the voting members. Responses will be collected and included with the next Board minutes.
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