Board of Directors Meeting Announcement:
As a response to our COVID-19 Crisis, CENTRAL ILLINOIS FRIENDS OF PWA, INC. has changed their meeting to a Zoom Conference Call.
You can join us at -
Revised June 5, 2017
Effective September 11, 2017 (unanimous vote)
ARTICLE I NAME
The legal name of this Corporation is Central Illinois FRIENDS of PWA, Inc., and it is referred to as Central Illinois FRIENDS and/or FRIENDS, or the Corporation.
ARTICLE II OFFICES
FRIENDS shall maintain in the State of Illinois a registered office and a registered agent whose office is identical with the registered office. The Corporation may also have offices at such other places within the State of Illinois as the Board of Directors may, determine or as the business of the Corporation may require.
ARTICLE III MISSION
FRIENDS links individuals living with and affected by HIV/AIDS to essential resources to support long-term health and supportive services, and serves as the community resource for sexual health awareness, counseling, testing and referral.
ARTICLE IV BOARD OF DIRECTORS
Director: appointed by and/or elected by a majority of the FRIENDS Board of Directors; term shall be 3 years from month of election.
Officer: A Director of the Board who additionally is appointed/elected by a majority of the FRIENDS Board of Directors to serve as a Board Officer; term of executive position shall be 2 years from month of election.
Executive Committee: The group of elected Officers including the Chair, Vice-Chair, Treasurer, Secretary and the Executive Director of FRIENDS.
Executive Committee and Officers of the Board shall be Chair, Vice-Chair, Treasurer, Secretary and Executive Director who shall have the duties, powers, and functions described in Article V, Section 4. Each officer shall hold office for two consecutive years until their successor has been elected or until the next Annual Meeting. Each officer must be a current member.
Executive Session: A special, closed session or meeting of the Board of Directors.
Composition and Term
The Corporation shall be managed by the Board of Directors, which shall consist of not fewer than six (6) and not more than sixteen (16) Directors, including the Executive Director. No decrease in the number of Directors shall shorten the term of any incumbent Director.
The term of service in office for a Director shall be three (3) years, subject to the foregoing: Terms shall be arranged so that one third (1/3) of all terms shall expire at the close of each Annual Meeting of the Corporation. Each Director shall hold office until the expiration of the term for which they were elected/appointed or until the successor has been elected/appointed, whichever comes later. Once the successor has been elected/appointed, the Director shall be immediately removed from said office and its obligations; hence, the successor shall be immediately deemed a Board Director.
The second meeting of the calendar year shall serve as the Annual Meeting of the Corporation. At this Annual Meeting, a portion of the meeting is to be held in Executive Session to discuss any salary changes of the Executive Director, changes in bylaws, and/or employee grievances.
At each Annual Meeting of the Corporation, the Board of Directors shall elect Directors to fill any terms expiring. The then current Chair shall preside at such meeting. A majority of those members present and voting at the annual meeting shall be necessary to elect a Director.
The Nominating Committee shall nominate Directors for election to Officers. Such election shall be subject to the provisions in Article VI.
Notwithstanding the foregoing, not less than one Directorship shall be reserved for or filled by persons living with HIV. Membership of the Executive Board of Officers shall not exclude a client from receiving the services of the organization, to include financial assistance, notwithstanding the provisions of Article VIII, Section 1 of the Bylaws.
Powers and Duties
The Directors shall be responsible for the general management of the property, funds, affairs, and business of the Corporation and shall have unlimited power and authority, except as may be expressly limited by law, the Articles of Incorporation, or these Bylaws. The Board shall have the power to delegate to the Executive Director and/or the various Committees of the Board any or all of its power and privileges and to seek the accomplishment of its objectives and purposes, subject to the limitations set forth in Article V, Section 4&5.
Newly Created Directorships and Vacancies
Newly created Directorships resulting from an increase in the number of Directors and/or vacancies occurring in the Board for any reason must be filled by a vote of the majority of the quorum of the Directors then in office. A Director elected to fill a vacancy caused by a resignation, death, or removal shall be elected to hold office for the unexpired term of their predecessor.
Removal of Directors
If a director is elected by the voting Directors, that director may be removed only by the same class of members entitled to vote at a special meeting of those members.
- Directors may be removed for cause by a vote of 2/3 of the members entitled to vote.
- A special meeting of the members entitled to vote for the purpose of removal of a Director can only be called by:
- The Chairperson or no fewer than 3 directors. The entire Board of Directors shall be informed prior to written notice being sent to the members entitled to vote. Notice to members shall be sent not less than 20 days or more than 60 days prior to the meeting date.
- A petition of no less than 1/20th of the members entitled to vote. Upon receipt of such petition, the Board of Directors will be notified within 7 days by the Executive Director. The Executive Committee shall set a meeting date within 14 days upon receipt of the petition and notice to members shall be sent not less than 20 days or more than 60 days prior to the meeting date.
A Director may resign at any time by giving written notice to the Chair of the Board of Directors.
Quorum of Directors
A majority of the entire Board shall constitute a quorum (one person greater than half of the current Board of Directors) for the transaction of business or any specified item of business. Once roll call is taken at a Board meeting and there is determination that there is a quorum present, the withdrawal of any Director will not affect the quorum; and the remaining Directors shall continue to transact business. Unless otherwise required by the Bylaws or by the Articles of Incorporation, the vote of a majority of a quorum of the Directors at the time of a vote shall be the act of the Board. Each Director present shall have one (1) vote. There shall be no voting by proxy, but a Board of Director may attend and vote during a meeting utilizing electronic media, such as Skype or telephone.
Meetings of the Board of Directors
The Board may hold meetings at the office of the Corporation or at such other places as it may, from time to time, determine. The Board shall meet at least quarterly on a regular schedule to be determined by the Board Chair.
Special meetings of the Board shall be held upon notice to the Directors. Such meetings may be called at any time by the Chair or by no fewer than three (3) Directors. The purpose of such meetings and the business to be transacted shall be stated in such call and no other business shall be transacted. If notice of such meeting is to be oral or via electronic mail, it must be provided to all Directors at least two (2) days before the date thereof.
A majority of the Directors present, whether or not a quorum is present, may adjourn any meeting to another time and place. Notice of the meeting shall be given to all Directors.
At all meeting of the Board, the Chair or their designate shall preside. If the chair is absent and no such designate has been named and is present, a majority of the quorum of the Board present at the meeting shall choose a presiding officer.
The Board may designate or authorize and direct the Chair to designate such Committees, as it may from time to time consider appropriate to assist the Board in the conduct of its business. Each committee shall serve at the pleasure of the Board and consist of at least one Director.
The Directors shall receive no compensation for their services as Directors.
Revisions to this Article
Revisions to this article shall not affect current Directors serving at the time of acceptance of changes.
ARTICLE V OFFICERS
The officers shall be Chair, Vice Chair, Treasurer, and Secretary who shall have the duties, powers, and functions described in Article V, Section 4. Each officer shall hold office for two consecutive years until their successor has been elected or until the next Annual Meeting. Each officer must be a then current Director.
The Nominating Committee shall submit one (1) or more nominees for each position prior to the election. Each such nomination must be seconded by one (1) member to be eligible for election.
The Chair, Vice Chair, Treasurer and Secretary shall be elected by the Board of Directors at the Annual Meeting; the election shall be chaired by the outgoing Chair. The Chair and Secretary positions will be elected in odd numbered years and the Vice Chair and Treasurer will be elected in even numbered years.
Removal and Resignation
Any Officer elected by the Board may, only for good cause, be removed from office but not from the Board by a vote of three fourths (3/4) of the Board in office. In the event of death, resignation, or removal of any Officer, the Board shall immediately elect a successor to fill the unexpired term.
Powers and Duties
The Chair of the Board shall have principal responsibility for insuring that the policies of the Corporation, as determined by the Board, are carried out. They will have the usual powers and duties customarily vested in the office of the Chair and shall perform other duties as are incident to the office. The Chair has the shared responsibility of providing approval to financial accounts to other Officers of the Board as the Chair deems necessary.
The Vice Chair shall assist the Chair whenever needed, be familiar with all business related to the organization, and accepts duties which the Chair, at their discretion, deems appropriate. The Vice-Chair shall also preside at all committee meetings and shall be an ex-officio member of all committees. If, for any reason, the Chair becomes incapacitated either because of illness, resignation, or death, the Vice Chair will automatically assume the responsibilities of the Chair until a new Chair is elected in accordance with these Bylaws.
The Executive Director and/or office staff shall be responsible for the receipt and safe keeping of all funds of the corporation and deposit the same in such bank or banks as may be designated by the Board. The Board shall approve the annual budget of the Corporation. Corporate funds can only be paid out on the check of the Corporation when the criteria developed by the Board have been met. The Board must approve all non-budgeted expenditures in the amount of $3,000.00 or more.
The Treasurer shall establish and maintain effective procedures for the collection, receipt, custody, and investment of funds, securities, and other assets; assure that appropriate processes exist to pay all debts and obligations with checks signed by persons authorized by the Board; require the necessary accounting systems and procedures for the effective operation of the organization be maintained, have the authority to open bank accounts and borrow funds in the name of the Corporation, subject to the approval of the Board; sign checks, drafts, and other papers requiring the payment of money, and perform such other duties as may be authorized and directed by the Board; present a proposed annual budget for the ensuing year for approval by the Board prior to March 1; furnish an Annual Financial Statement of the Corporation as soon as feasible after the close of the fiscal year; be required to issue financial statements to the Board, provide a report on the financial activities of the organization at each regular Board meeting; and shall perform all duties as are incident to the office.
The Secretary shall conduct the general correspondence of the Board; shall issue notices of all meetings of the membership and the Board of Directors as herein provided; shall attend all Board and membership meetings and keep the complete minutes thereof; shall be responsible for the proper maintenance of all Corporation documents and records; and shall perform all such duties as are incident to the office.
Contracts and Obligations
Except as otherwise authorized by the board, all contracts and obligations of the Corporation shall be signed by the Executive Director, and if value is $5000 or greater, then the Executive Director will inform the Board at the subsequent meeting of signature. No person shall obligate the Corporation beyond the limits in the approved budgets without specific authority of the Board.
ARTICLE VI NOMINATING COMMITTEE
The Nominating Committee shall consist of not more than five (5) or fewer than two (2) members of the Board, appointed by the Chair, with the consent of the Board. The committee shall be established by December 1st of the year preceding and election of Officers.
The Nominating Committee is responsible for submitting a slate of nominations for Directors. Any member can make additional nominations from the floor. The Committee is urged to seek the advice of all committee chairs and to consider recommendations from a broad representation of the community. The committee shall give the Secretary the proposed slate for the Directors to be submitted to all Directors and members at Board of Directors Meetings.
The Nominating Committee shall be responsible for the conduct of the election in accordance with these Bylaws.
ARTICLE VII CONFIDENTIALITY
It shall be the duty of all Directors, members, employees, and volunteers to maintain strict confidentiality of the names, family and/or circumstances of any client.
A dated statement agreeing to such confidentiality shall be signed and placed on file. The Directors and Officers of the Board will also complete the Illinois Department of Public Health Confidentiality online class to ensure State compliance.
Any Director, member, employee, or volunteer who knowingly and/or willingly violates their pledge of confidentiality may be removed from membership of the Corporation.
ARTICLE VIII CONFLICT OF INTEREST
Every Director, member, employee and volunteer of the Corporation has a duty to avoid conduct which may result in, or create the appearance of, a conflict of interest. A conflict of interest includes but is not limited to
- Using any such position or information gathered by reason thereof for undisclosed personal gain;
- Giving preferential treatment to any person or entity;
- Impeding the Corporation’s efficiency, or goals;
- Losing complete independence and impartiality; or
- Making a decision or statement regarding the Corporation or its activities outside official channels.
It is the duty of every Director, member, employee, and volunteer to disclose any conflict of interest to the Corporation prior to taking any action, formal or informal, or in any nature or description, with respect thereto. The Corporation may establish procedures to implement this disclosure policy, but failure of the Corporation to do so shall in no way lessen the individual’s duty to disclosure.
Upon being advised of the potential conflict of interest, the Corporation shall consider the matter and may impose restriction on the corporate-related conduct of the individual having the potential conflict of interest. Any restrictions imposed shall not unduly impair the individual’s fulfillment of their duties. The potential conflict, the consideration given it, and the Corporation’s decision regarding restrictions shall be standards and rules to govern the action(s) to be taken when a potential conflict of interest is considered, but failure of the Corporation to do so shall in no way lessen the Corporation’s duty to act.
ARTICLE IX FISCAL YEAR AND AUDIT
The fiscal year of the Corporation shall be January 1 through December 31.
The books of the Corporation may be audited by an independent Certified Public Accountant, and the report of such accountant shall be filed with the records of the Corporation as soon as feasible after the end of the fiscal year.
ARTICLE X PARLIAMENTARY AUTHORITY
Robert’s Rules of Order (the current revised edition) shall constitute the ruling authority in all cases wherein they do not conflict with the instruments of the Corporation or in any statute in the State of Illinois
ARTICLE XI AMENDMENTS
Any member of the organization may submit Bylaw changes to the Board. The Bylaws must be adopted, amended, or repealed by three fourths (3/4) of the then current entire Board.
ARTICLE XII INDEMNIFICATION
The Corporation shall comply with the Illinois General Not for Profit Corporation Act and any other applicable laws as from time to time are in effect.
ARTICLE XIII DISSOLUTION
Upon dissolution of this Corporation, all of its assets shall be distributed to such charitable and educational organizations, as described in Section 501 (c) (3) of the Internal Revenue Code of 1954, as amended, as the Board, in its sole discretion, shall determine.