Burbank Temporary Aid Center, Inc.,
Revised 6/27/07, Approved 6/27/07
Revised 7/7/10, Approved 7/7/10
Revised 9/29/2010, Approved 9/29/2010
ARTICLE I – NAME
The name of this corporation shall be “Burbank Temporary Aid Center, Inc.,” hereinafter referred to as “BTAC.”
ARTICLE II – OBJECTIVES
1. To provide emergency aid to families and individuals for whom no other public or private resources are immediately available. Such aid may include food, shelter, transportation, clothing and other goods or services authorized by the Board of Directors.
2. To make such aid accessible to needy families and individuals at a citywide known “Center” with regular business hours.
3. To cooperate with existing agencies and act as referral center when further help for clients is indicated.
4. To gather data and maintain records to assess emergency needs in the community.
ARTICLE III – BOARD OF DIRECTORS
1. The Board of Directors, hereinafter referred to as the “Board,” shall act as the governing body of BTAC.
2. The Board, including Officers, shall consist of a maximum of 25 persons, all of whom must live or work in the surrounding communities.
3. Directors are elected for a term of three (3) years. The term is measured beginning on the date he or she was voted onto the Board. The term automatically ends at the conclusion of the first regular Board meeting held after the anniversary date of the person’s election to the Board. Any subsequent terms must be approved by the Board. A term is automatically extended for an elected officer through the first regular Board meeting held after the expiration of the member’s term in office.
4. Selection and Election of Officers:
4.1 Nominating Committee: The nominating committee shall consist of at least two (2) Directors from among the current Directors and shall be appointed at the April board meeting or as soon as possible thereafter.
4.2 This committee shall submit names for Officers to the Board of Directors at their May meeting or as soon thereafter as is possible. Nominations from the floor are permitted upon the presentation of the slate.
4.3 The election of Officers shall take place at the regular June Board of Directors meeting or as soon thereafter as is possible. Nominations from the floor are permitted at the election.
4.4 Officers shall take office and begin serving their terms at the conclusion of the Board meeting at which they are elected.
5. The Board may appoint Consultants to serve in advisory capacities. Consultants shall not be Officers or Directors and shall have no vote.
ARTICLE IV – CONFLICT OF INTEREST
1. If any matter should come before the Board or any committee which gives rise to a possible conflict of interest, the affected Director shall make known the potential conflict and withdraw from the meeting for so long as the matter shall continue under discussion. Should the matter be brought to a vote, the affected Director shall not participate in the vote.
2. Notwithstanding the above, the affected member shall bring to the attention of the Chair any business transaction involving such a conflict of interest.
3. Any business transaction involving a possible conflict of interest shall be presented to the Board or its appropriate committee, with disclosure, for approval.
4. In appropriate instances, the Chair or the Executive Committee may seek the advice of an independent professional on a conflict issue.
ARTICLE V – RESPONSIBILITIES OF THE BOARD OF DIRECTORS
1. The Board shall make policy, develop guidelines and evaluate the operation of the Center.
2. The Board shall direct all fundraising activities.
3. Each Board member shall work to develop and enhance community support for the organization.
4. The Board shall review and approve all contracts with public or private entities for expenditures exceeding $5,000.
5. The Board shall hire the Executive Director of the Center and determine the duties of that position.
6. Any Director who is absent for three (3) consecutive meetings without valid reason will automatically be removed from the Board. Any Director who is absent for five (5) or more meetings in any 12-month period will automatically be removed from the Board. The Board may waive this provision for extenuating circumstances.
6a. Upon approval by a majority vote of the board members present citing special circumstances at the beginning of a Board of Directors meeting, a Director may “attend” a meeting by participating in a majority of the matters listed on the agenda via telephone, or any other similar technological means which transmits the voices of all the Directors in the meeting room to the Director not in the room, and the voice of the Director not in the room to all those who are present. The Director who seeks to attend by technological means may not participate in the vote to accept or reject the request to attend electronically.
7. The Chair of the Board, or any other Director designated by the Chair, shall communicate on behalf of the Board to the media. The Executive Director may be designated to communicate to the media. All other Directors shall refrain from such activity and refer all other inquiries to the Chair or shall be removed from their position on the Board. The Chair will notify the Board if he or she designates another Board member to speak on behalf of the organization.
ARTICLE VI – OFFICERS
1. The officers, who shall be chosen from among the directors, shall be a Chair, Vice Chair, Treasurer, and Secretary. These Officers shall be known as the Executive Committee. The immediate Past Chair will also serve as a member of the Executive Committee for one year.
2. Any Director who has been a Board member during the current fiscal year is eligible to hold any office the following year. Eligibility requirements may be waived by the Board for any office.
3. Officers are to be elected by majority vote at the May Board meeting or as soon thereafter as possible, to take office for a one (1) year term beginning immediately following the Board meeting at which they are elected. Officers may be re-elected to the same or different office. Officer vacancies shall be filled by vote of the Board for the remainder of the current term of office.
4. The Treasurer shall be elected for a two (2) year term of office beginning immediately following the Board meeting at which he or she is elected.
ARTICLE VII – DUTIES OF OFFICERS
1. The Chair shall preside at meetings, appoint and remove non-executive committee members and their chairpersons as needed, and carry out such duties usually given this office. The Chair shall be an active member of the Budget and Finance Committee and an ex-officio member of all other committees, except the Nominating Committee.
2. The Vice Chair shall assist the Chair and preside in the absence of the Chair.
3. The Secretary is responsible for the minutes of all regular meetings of the Board of Directors and the Executive Committee and maintains a permanent file of said minutes at the Center. Closed session minutes shall be held by the Secretary.
4. The Treasurer shall be responsible for the preparation and maintenance of all financial records. Financial reports, which track performance to budget, shall be prepared and submitted to the Board of Directors. The Treasurer shall establish controls to assure that all donations are properly recorded and money donations are deposited in appropriate bank accounts. The Treasurer shall oversee the payment of all bills which have been authorized for payment. Two (2) authorized signatures shall be required on all checks of $500.00 or more.
ARTICLE VIII – FISCAL YEAR
The Fiscal Year shall be from July 1 through June 30.
ARTICLE IX – QUORUM
Fifty-one percent (51%) of the elected directors shall constitute a quorum.
ARTICLE X – FINANCIAL PROCEDURES
1. The accounting records shall be audited not less than annually. The Chair shall appoint an auditor with the approval of the Board.
2. The transfer of funds from one financial institution to another must have the approval of the Executive Committee.
3. Any officer is authorized to sign checks, and all officers are to be bonded.
4. Upon election, or as soon as possible thereafter, the Chair shall appoint a Budget and Finance Committee. This committee shall be chaired by the Treasurer and may also include outside consultants and others interested in supporting BTAC. The Committee shall meet as necessary to determine financial policy recommendations to the Board of Directors. It shall meet in June, or as soon as possible thereafter, and present its budget recommendations for the following fiscal year to the Board for approval at their next meeting.
5. A policy of liability insurance shall be maintained, the amount to be determined by the Board after consultation with BTAC’s insurance agency. Additional coverage shall be obtained for special events. BTAC shall procure insurance to indemnify Officers, Directors, Employees, Volunteers and Agents from claims of self-dealing, errors or omissions or may self-insure against such claims if insurance is not obtainable or is not available at a reasonable cost.
ARTICLE XI – EXECUTIVE DIRECTOR
1. The Executive Director shall operate the Center in accordance with the policies and procedures set by the Board.
2. The Executive Director will be reviewed annually by a committee to be appointed by the Chair in April or as soon as possible thereafter. This committee will report to the Executive Committee with their recommendations in May or as soon as possible thereafter. The reviews will be made available for review at the BTAC offices to any Director upon request.
3. The Executive Director is responsible for hiring, terminating, and supervising all employees and volunteers.
4. The Executive Director is required to attend all Board meetings and provide the Board with monthly reports on the Center’s activities.
5. The Executive Director is required to conduct an annual performance review, in writing, for each employee.
ARTICLE XII – FUNDRAISING
1. Upon election, or as soon as possible thereafter, the Chair shall appoint a Fundraising Committee. The committee shall include a minimum of two (2) Directors and may also include outside consultants and others interested in supporting BTAC.
2. The committee shall also be responsible for activities to promote donations needed by BTAC for client distribution or its own use.
ARTICLE XIII – MEETINGS
1. The Board of Directors shall meet monthly, unless otherwise approved by the Board or the Chair, with time and place to be determined by the Board. Special or Emergency meetings of the Board may be called by the Chair or any five (5) Directors upon giving 24 hours advance notice to all Directors. Notice may be given by mail, phone, fax or e-mail. At the discretion of the Chair, Board votes may be conducted by mail, phone, fax or e-mail if required by an emergency.
2. Proxy voting shall be prohibited.
3. Committee meetings shall be called at the discretion of the Chair of the Committee.
ARTICLE XIV – BOARD MEMBER TERMINATION OR SUSPENSION
1. A Board member’s status shall terminate on any of the following events:
1.1 Resignation of the member, at any time;
1.2 Occurrence of any event that renders the member ineligible, or failure to satisfy the qualifications established by the Board of Directors; or
1.3 Expulsion or suspension of the member under Article XIV, Section 2 of these bylaws based on the good faith determination by the board that the member has failed in a material and serious degree to observe the rules of conduct of the organization, or has engaged in conduct materially and seriously prejudicial to the purposes and interests of the organization, or has breached the responsibilities of a Board member under Article IV or V of these bylaws.
2. Procedures for Expulsion or Suspension – If grounds appear to exist for expulsion or suspension of a member under Article XIV, Section 1.3, the procedure set forth below shall be followed:
2.1 The member shall be given 30 days prior notice, by any method reasonably calculated to provide actual notice, of the proposed expulsion or suspension and the reasons therefore. Any notice given by mail shall be sent by first class or registered mail to the member’s last address as shown in the organization’s records.
2.2 The member shall be given an opportunity to be heard, either orally or in writing, at least five days before the effective date of the proposed expulsion or suspension. The hearing shall be held, or the written statement considered, by the board whether the expulsion or suspension should take place.
2.3 The board, by majority vote, shall decide whether or not the member should be suspended, expelled, or sanctioned in some other way. The decision of the board shall be final.
ARTICLE XV – POLITICAL ACTIVITIES
1. Since the support for the Center comes from the general public, it shall be our policy to remain neutral in all political matters except those that would directly affect sources of funding for the Center. BTAC shall not endorse candidates for public office and shall not permit political leaflets, signs, or other propaganda to be posted at the Center.
ARTICLE XVI – DISSOLUTION
In the event of dissolution, the assets remaining after payment of all known debts shall be distributed to one or more local nonprofit organization(s) with objectives similar to those of Burbank Temporary Aid Center, Inc. at the discretion of the Board.
ARTICLE XVII – AMENDMENTS
These Bylaws may be amended at any regular meeting of the Board of Directors by a two-thirds (2/3) vote of the members present, provided prior notice with amendment details has been given to all Directors.
ARTICLE XVIII – PARLIAMENTARY AUTHORITY
The latest edition of “Robert’s Rules of Order – Newly Revised” shall govern this organization in all cases in which they are applicable and not in conflict with these bylaws.