ARTICLE I: Name
The name of this organization shall be Union County Council on Aging and Aged, Inc., and shall hereafter be referred to as the Council.
ARTICLE II: Purpose
The purpose of the Council shall be to carry out the following responsibility:
- a. To determine the needs of the aging and aged in Union County including those persons in the service area.
- b. To develop, maintain, coordinate and implement programs and services for the aging and aged in Union County including those persons in the service area.
- c. To cooperate with other social service agencies and organizations that provide programs and services for the aging and aged in Union County including those persons in the service area.
- d. To seek resources and funding
ARTICLE III: Membership
Membership shall consist of the board of directors.
Membership expectations shall include:
- a. Attending board and committee meetings and functions, such as special events.
- b. Being informed about the organization’s mission, services, policies, and programs.
- c. Reviewing agenda and supporting materials prior to board and committee meetings.
- d. Serving on committees and offer to take on special assignments.
- e. Making a personal time contribution to the organization.
- f. Informing others about the organization.
- g. Suggesting possible candidates to the board who can make significant contributions to the work of the board and the organization’s programs.
- h. Keeping up-to-date on developments in the organization’s field.
- i. Following conflict of interest and confidentiality policies.
- j. Refraining from making special requests of the staff.
- k. Assisting the board in carrying out its fiduciary responsibilities, such as reviewing monthly and annual financial statements.
Personal characteristics considered for board membership.
- a. Ability to listen, analyze, think clearly and creatively, work well with individual people and groups.
- b. Willingness to prepare for and attend board and committee meetings, ask the right questions, take responsibility and follow through on a given assignment, contribute personal time and resources in a generous way according to circumstances, open doors in the community, evaluate oneself.
- c. Willingness to develop certain skills if you do not already possess them, such as to cultivate and solicit funds; cultivate and recruit board members and other volunteers; read and understand financial statements; learn more about the substance of the organization’s programs.
- d. Honesty, sensitivity to and tolerance of differing views; a friendly, responsive, and patient approach, community building skills; personal integrity; developed sense of values; concern for your nonprofit’s development; a sense of humor.
ARTICLE IV: Board of Directors
The board of directors are responsible for overall policy and direction of the Council.
The board of directors will consist of at least twelve members and no more than fifteen members.
- a. Eligibility for board of director membership shall be open to residents of Union County and persons representing governmental agencies and organizations of Union County, especially those having concerns for older persons.
- b. Board of director eligibility shall be closed to tenants of Southview Courts.
- c. One third of the board of directors shall be at least 60 years of age or older.
- d. One third of the board shall be representatives of consumers i.e. the transit public, low income, elderly, or disabled.
The board of directors shall not receive compensation.
All board members shall serve a two-year term, but are eligible for reappointment until a successor is duly elected and qualified.
Regular meetings of the board of directors shall be held monthly at a time and place designated by the board.
Minutes shall be kept of all meetings including: staff meetings, committee meetings, and Executive meetings.
Special meetings may be called by action of the executive committee, executive staff, or board members.
All meetings are conducted in compliance with Robert’s Rules of Order (latest revision) and the Indiana Open Meeting Law as set forth in Indiana Statutes.
- a. Current board of directors and executive staff may present potential candidates for membership on the board.
- b. Candidates shall be invited to attend a specified board meeting and be introduced to the current board.
- c. At the next regularly convened board meeting (at which no candidate may attend) current board members will consider candidates for board membership. Only after a candidate has received a majority vote will they be invited to join the board as directors.
- d. Candidates for filling board vacancies shall be presented at the next regularly convened meeting after the vacancy has been recorded. Vacancy election shall follow the same protocol stated above for board membership.
- e. Candidates that do not receive a majority vote shall receive notification either in person, by phone, or by a letter per the board president.
- a. Nominating committee shall be formed at the October regular meeting.
- b. All officer candidates must be members in good standing and an active participating board member.
- c. Officer candidates slate shall be presented by the nominating committee at the November regular meeting.
- d. New officers shall be elected by a majority vote of directors at the December regular meeting and assume their offices on the first day of the fiscal year.
A quorum shall be a minimum of four board members two of whom shall be an officer.
Officers and duties
All board officers shall serve a two-year term, but are eligible for unlimited consecutive reappointments.
Officers of the Board of Directors shall be the President, Vice-President, Secretary, and Treasurer. Their duties are as follows:
The president shall preside at regularly scheduled meetings and preside over the executive committee.
The vice-president shall preside at regularly scheduled meetings in the absence of or at request of the president.
The secretary shall be responsible for keeping records of board actions, including overseeing the taking of minutes at all board meetings. The secretary shall preside at regularly scheduled meetings in the absence of or at the request of the president and vice-president.
The treasurer shall work with paid executive staff and assure appropriate fiscal management are being followed. The treasurer shall preside at regularly scheduled meetings in the absence of or at the request of the president, vice-president and secretary.
Resignation, termination and absences
Resignation from the board of directors must be in writing and received by the Executive Director.
Board directors that miss three consecutive, unexcused board meetings shall forfeit their directorship unless excused by the executive committee or board. Excused absences are for illness or other health reasons, being out of the county, on business or for hazardous weather.
The Board of Directors shall annually evaluate itself each January. Performance and goals will be reviewed and assessed for continuation.
ARTICLE V: Committees
The board of directors shall appoint standing and ad hoc committees as needed.
The executive committee shall consist of the executive director/executive staff, officers and 1-2 members at large of the board and shall be responsible for council business between board meetings. The president shall serve as the chair of the executive committee. Notice may be waived by a majority vote of the committee. The executive committee shall cause minutes to be written of its meetings and submitted to the board before its next meeting.
Standing committees shall be the executive committee, finance committee and board development committee.
Ad Hoc committees, including the nominating committee, shall be appointed by the president with board approval to perform specific functions outside the scope of the standing committees. The president shall appoint a chair to each of these committees with the exception of the nominating committee which elects its own chair.
The board of directors or executive committee shall establish and approve advisory committees as needed to assist and advise in certain areas, including professional matters. Each advisory committee shall consist of at least three persons, the chair of which must be a board director.
The board of directors shall establish an ad hoc committee that will be charged with annually evaluating the executive director.
- a. The committee shall consist of at least one executive committee member and two board members appointed by the full board.
- b. The committee shall be formed at the January board meeting.
- c. The committee shall evaluate the executive director annually or as deemed necessary by the board..
- d. If the board perceives the executive director to have performance issues, board members can initiate an evaluation. Perceptions are based on seen behaviors rather than on personality characteristics.
- e. The evaluation process will be fully documented in a procedure so the process is well understood and carried out consistently from year to year.
ARTICLE VI: Executive Director
The Executive Director shall be employed by the board of directors to execute policies set by the board, and for the purpose of acting on behalf of the Council by authorization of the board. Other staff will be hired and supervised by the executive director.
The executive director shall be evaluated annually or as deemed necessary by the board..
Executive Director and others as designated by the board of directors shall be Ex-Officio members of the board with the same rights and privileges as other board members.
ARTICLE VII: Voting
Each board director shall have one vote each to be cast in person at board meetings.
No proxy votes are permitted.
A Telephone poll by the Executive Director may be considered if necessary between regular meetings. Telephone transactions will be recorded and presented at the next regularly convened meeting.
ARTICLE VIII: Financial Administration
The fiscal year of the board shall be January 1 to December 31.
ARTICLE IX: Confidentiality/Conflict of Interest
The board of directors shall maintain a conflict of interest policy that shall be reviewed annually.
- a. The confidentiality statement shall be signed by each board member at the January board meeting. Staff and volunteers shall also be required to sign the confidentiality statement each January.
- b. The Conflict of Interest disclosure shall be signed by each board member at the January board meeting. Staff and volunteers shall also be required to sign the Conflict of Interest disclosure each January.
ARTICLE X: Amendments
These Bylaws may be amended by a majority vote of the board at a regular meeting provided a notice of the proposed amendments shall be given to each director prior to the next scheduled meeting.
ARTICLE XI: Dissolution
In the event of the dissolution of this Council, after all indebtedness, federal and other obligations have been met, the remaining funds shall be turned over to the Union County Board of Commissioners designated solely for the benefit of persons sixty years of age and over in Union County, Indiana.
These bylaws have been revised and were approved at a meeting of the board of directors by a two-thirds majority vote on May 28, 2008.