BYLAWS of the
Greater Bennington Interfaith Community Services, Inc.
(Voted December 9, 2008)
(Amended April 12, 2011)
Name and Purpose
Section 1. Name: The name of the organization shall be Greater Bennington Interfaith Community Services, Inc.
Section 2. Purpose: Greater Bennington Interfaith Community Services, Inc. helps provide the basic human needs of food, shelter, and health care for those in the greater Bennington area unable to meet those needs.
There shall be no members of the Corporation.
Board of Trustees
Section 1. Powers: The business and affairs of the corporation shall be managed by the Board of Trustees. The act of a majority present at a meeting, except as otherwise provided by law, shall be an act of the Board.
Section 2. Number, Tenure, Qualifications, and Selection: The Board of Trustees of the Corporation shall consist of eleven members.
a) Six trustees shall be clergy or lay members of faith communities in Bennington County, Vermont that are active in the Bennington Interfaith Council.
b) Five trustees shall be members of the community at large.
c) Of the eleven trustees, two trustees shall represent the population served by the corporation.
d) Of the eleven trustees, two trustees shall reside in the Northshire.
e) Trustees shall be elected at the annual meeting. The term of office of each trustee shall be three years. Terms shall be arranged such that approximately one-third (1/3) of the Board of Trustees shall be replaced at each annual meeting.
Section 3. Vacancies: Any vacancy occurring in the Board of Trustees may be filled by the affirmative vote of a majority of the remaining Trustees. A trustee elected to fill a vacancy shall be elected for the unexpired term of his predecessor in office.
Section 4. Succession: No trustee shall serve more than four (4) consecutive three-year terms and thereafter shall not stand for re-election until he or she has been off the Board for one year or more.
Section 5. Resignation and Removal: A trustee may resign by submitting a written resignation to the Chair of the Board of Trustees. Failure to attend three (3) regular meetings of the Board of Trustees during the year without good cause as determined by the Board shall be reason for removal. A trustee may be removed from office for cause by a vote of two-thirds (2/3) of the trustees.
Section 6. Compensation: No trustee shall receive any payment for services as a member of, or for services rendered to, the Board. Trustees may be reimbursed for reasonable expenses of attendance at (1) regular and special meetings of the Board and all committees, and (2) meetings or conferences that the Board deems in the best interest of the Corporation that a trustee attend.
Section 7. Regular Meetings: Regular meetings of the Board of Trustees shall be held at least quarterly.
Section 8. Special Meetings: Special meetings of the Board of Trustees may be called by or at the request of the Chair or any two trustees.
Section 9. Notice: Notice of any special meeting shall be given at least forty-eight (48) hours before the time fixed for the meeting, by written notice delivered personally or mailed to each trustee at his business or home address, electronically, or by fax. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail so addressed, with postage thereon prepaid, not less than three days prior to the commencement of the above-stated notice period. Any trustee may waive notice of any meeting. The attendance of a trustee at a meeting shall constitute a waiver of notice of such meeting, except where a trustee attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. The time and location of the meeting, the business to be transacted, and the purpose of any regular or special meeting of the Board of Trustees shall be specified in the notice or waiver of notice of such meeting.
Section 10. Quorum: A majority of the number of duly elected trustees shall constitute a quorum for the transaction of business. The act of a majority of the trustees present at a meeting at which a quorum is present shall be the act of the Board of Trustees.
Section 11. Voting: Unless these bylaws or state laws require a greater vote, if a quorum is present at a regular or special meeting, a simple majority of those voting is required for adoption of any resolution of the Board. Any action that is proper for a regular or special meeting may be conducted by written ballot in lieu of a meeting. Any action consented to in writing unanimously by the Board shall be as valid as if adopted by the Board of Trustees at a duly warned and held meeting of the Board, provided such written consent is inserted in the minutes book. Written consent may be evidenced by an electronic communication or an electronic record.
Section 12. Rules: Meetings of the Board of Trustees shall be governed by Robert’s Rules of Order, Newly Revised (1990).
Section 1. Officers: The officers of the Corporation shall be a Chair of the Board of Trustees, a Vice-Chair, a Treasurer, and a Secretary. The Chair, Vice-Chair, Secretary, and Treasurer shall be chosen from among the trustees. The Board of Trustees may elect other officers as it shall deem appropriate.
Section 2. Election and Term of the Office: The officers of the Corporation shall be elected annually by the Board of Trustees at the annual meeting of the Board. New offices may be created and filled at any meeting of the Board provided fourteen (14) days written notice is given. Each officer shall hold office until a successor has been duly elected. The term(s) served as Chair of the Board of Trustees shall not exceed a total of six (6) consecutive years.
Section 3. Resignation: Any officer may resign by a written resignation presented to the Chair and the Secretary.
Section 4. Vacancies: Any vacancy in any office may be filled by the Board of Trustees for the unexpired portion of the term.
Section 5. Absence: In the absence of the Chair and Vice-Chair at a meeting of the Board of Trustees, the Board may designate one of its members to act as Chair pro tempore. In the absence of any other officer at a meeting of the Board of Trustees, the Chair may designate a trustee to act as that officer pro tempore.
Section 6. Chair of the Board of Trustees: The Board of Trustees shall elect a Chair who has the following specific powers and duties: a) to preside at all meetings of the Board; b) to see that all orders and resolutions of the Board are appropriately carried into effect; c) to appoint all committees constituted by the Board of Trustees. In addition to the foregoing, the Chair shall have such other powers, duties, and activities as may be set forth in these Bylaws and may be prescribed by the Board of Trustees from time to time.
Section 7. Vice-Chair: The Board of Trustees shall elect a Vice-Chair who shall have the powers and shall exercise the duties of the Chair whenever the Chair is unable to act, and at other times when specifically so dictated by the Board of Trustees. The Vice-Chair shall have such other powers, duties, and activities as may be set forth in these Bylaws, or be prescribed by the Board of Trustees from time to time.
Section 8. Secretary: The Secretary shall be the recorder of the Board’s formal actions and transactions. The Secretary shall record or supervise the proper recording of the minutes of the meetings of the Board of Trustees in books provided for that purpose; see that all notices are duly given in accordance with the provisions of these Bylaws or as required by law; attend to such correspondence and make such reports as may be directed by the Board. The Secretary shall sign all documents as required by this office and shall perform such duties as may be prescribed by the Chair of the Board of Trustees from time to time.
Section 9. Treasurer: The Treasurer shall serve as Chair of the Finance Committee and shall have such other powers, duties, and activities as may be set forth in these Bylaws or be prescribed by the Board of Trustees from time to time.
Section 1. Executive Committee: The Executive Committee shall consist of the officers of the Board of Trustees. A majority of the duly elected members of the Executive Committee shall constitute a quorum for the transaction of business and the act of a majority of those present at a meeting at which a quorum is present shall be the act of the Committee. The Executive Committee shall have the power to transact all regular business of the Greater Bennington Interfaith Community Services, Inc. during the interim between meetings of the Board of Trustees, provided that any action considered or taken shall not conflict with the expressed policies or resolutions of the Board of Trustees. All actions taken by the Executive Committee are subject to ratification at the next regular Board meeting.
Section 2. Finance Committee: The Board shall establish a Finance Committee composed of the Treasurer, as chair of the committee, and two or more other trustees. This Committee shall oversee all accounting and banking practices of the organization. It shall review and recommend to the Board an annual budget. The Committee shall monitor monthly financial reports and performance compared to budget.
Section 3. Personnel Committee: The Personnel Committee shall consist of at least three members of the Board of Trustees. The functions of this committee shall include: 1) recruitment and recommendation to the Board of qualified candidates for the positions of Executive Director and Medical Director; 2) annual evaluation of the Executive Director and Medical Director; and 3) development and periodic review of personnel policies, and other duties as assigned.
Section 4. Medical Advisory Committee: The Board of Trustees shall establish a Medical Advisory Committee. This committee shall be chaired by the Medical Director. This Committee shall develop policy recommendations to the Board of Trustees and shall be charged with other duties appropriate to its nature. The Executive Director shall sit on this advisory committee ex officio.
Section 5. Other Committees: The Board of Trustees may establish other committees to carry out additional responsibilities of the Board of Trustees. Such committees shall be charged with duties and powers appropriate to their nature.
Section 6. Chairs of Committees: All committees, with the exception of the Medical Advisory Committee, shall be chaired by elected trustees. The chairs of all standing committees shall have a tenure not to exceed six (6) consecutive years.
Contracts, Loans, Checks, and Deposits
Section 1. Contracts: The Board of Trustees may authorize any officer or officers, agent or agents, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Corporation, and such authority may be general or confined to specific business.
Section 2. Loans: No loans shall be contracted on behalf of the Corporation and no evidences of indebtedness shall be issued in its name unless authorized by a resolution of the Board of Trustees. Such authority may be general or confined to specific instances.
Section 3. Checks, Drafts, or Orders: All checks, drafts, or other orders for the payment of money, notes, or other evidences of indebtedness shall be signed by such officer or officers, agent or agents of the Corporation and in such manner as from time to time shall be determined by resolution of the Board of Trustees.
Section 4. Deposits: All funds of the Corporation not otherwise employed shall be deposited from time to time to the credit of the Corporation in such banks, trust companies, or other depositories as the Board of Trustees shall select.
In addition to any other rights to which any trustees may be entitled by contract or otherwise under law, the corporation shall indemnify, defend, and save harmless any trustee, his or her heirs, executors and administrators, against any cost, expense (including attorneys’ fees and amount paid in settlements), fine, penalty, judgment and liability reasonably incurred by action, suit or proceeding, civil or criminal, to which such trustee may be made a party or with which such trustee shall be threatened, by reason of such trustee being or having been a trustee, officer, committee member, employee or agent of the corporation or serving or having served in any capacity in any other organization at the request of the corporation, unless with respect to any matter such person shall have been adjudicated in any proceeding to be liable for gross negligence or willful misconduct in the performance of such person’s duties as such.
Inspection of Books and Papers
The corporation shall keep correct and complete books and records of account and shall also keep minutes of the proceedings of Board of Trustees and committees having and exercising any of the authority of the Board of Trustees, and shall keep a record giving the names and addresses of the members entitled to vote. All books and records of the corporation may be inspected by members of the Board of Trustees at all times during business hours.
A two-thirds (2/3) vote of the Board of Trustees shall be required to sell or mortgage assets of the corporation or to dissolve the corporation. Upon dissolution of the corporation, any assets remaining after payment of or provision for its debts and liabilities shall, consistent with the purposes of the organization, be paid over to charitable organizations exempt under the provisions of Section 501(c)(3) of the U.S. Internal Revenue Code or corresponding provisions of subsequently enacted federal law. No part of the net assets or net earnings of the corporation shall inure to the benefit of or be paid or distributed to an officer, trustee, employee, or donor of the organization.
These bylaws may be amended or repealed and new bylaws may be adopted by a two-thirds (2/3) vote of the Board of Trustees at any regular or special meeting of the Board.