By-Laws
Last Revised: 02-17-11 stated Board meeting.
Article I
Governance
A. The Board of Directors
This organization shall be governed by a Board of Directors, which shall have final authority over the program and policies of the corporation. It shall elect and supervise all officers, approve annual budgets, approve the employment of an Executive Director and shall have exclusive express authority to bind the corporation.
The Board shall be responsible for developing and implementing the charitable purposes of the organization, including the adoption of specific written policies and procedures governing the charitable work. Such policies shall assure that charitable services and assistance are provided without regard to the potential recipients’ race, religion, gender or ethnic origin.
B. Size
The Board shall be comprised of a minimum of six (6) and maximum of twenty-seven (27) Directors. The size shall be determined annually by the Directors and may be modified at any time.
C. Term
The Board at its Annual Meeting shall receive the report and recommendations of the Personnel Committee, and elect Directors to serve terms of three years. After the completion of one three-year term, a Director must rotate off the Board for a period of at least one year before he or she is eligible for another term.
D. Filling Vacancies
Existing directors may nominate candidates to fill vacancies. Vacancies in Director positions may be filled by majority vote of all the Directors. Those elected shall serve for the remainder of the term of office vacated. Additions to the board that is not defined as officers or church representatives may be added in the same manner.
E. Removal of Directors
Directors may be removed from office for any reason by two-thirds vote of all present Directors. Any vote regarding such removal must be at a meeting with advance written notice to all Directors that such action will be considered, and the Director subject to removal shall be given one week’s notice and an opportunity to be heard at the meeting prior to the vote.
Directors who, without just cause, miss three consecutive meetings of the Directors shall be subject to removal under the procedures noted above. The Directors shall have exclusive and final discretion on whether removal for unwarranted absences is appropriate.
F. Non-voting Members of the Board
The Board of Directors may appoint representatives of other organizations with similar purposes to serve as non-voting members of the Board for terms not to exceed three years.
Article II
Meetings
A. Annual Meeting
The Director’s shall meet annually during the month of November at a time appointed by the President. The Annual Meeting shall include the election of Directors, the election of officers, approval of the annual budget and such other business, as they may deem appropriate.
B. Other Meetings
The Directors may meet at such other times as they find appropriate to carry out the business of the corporation. Such meetings may be regularly scheduled, or specially called by the President, or any three Directors. In the event of a specially called meeting, notice must be provided no less than seven days prior to such meeting unless all Directors waive such notice.
C. Meetings by Phone
Directors may meet, subject to the notice or waiver requirements above, by telephone.
D. Special Notice Requirements
Except where all Directors waive the requirement, no action may be taken to hire or fire employees, borrow funds, elect officers or Directors, modify the budget by more than 5%, adjust salaries of staff, or buy or sell real property without one week’s advance notice to all Directors of the nature of the proposed action.
E. Quorum
A majority of Directors elected at the November Annual Meeting shall constitute a quorum for meetings of the Directors. No voting by absentee ballot or proxy is permitted.
F. Voting Requirements
Except where greater majorities are required in the Charter or By-laws, a majority of those Directors present and voting is sufficient to conduct the business of the corporation.
Article III
Officers
A. Officers
The officers of the corporation shall be the President, Vice-President, Secretary, Treasurer, and Chaplain.
B. Eligibility
Only Directors of the corporation may serve as officers.
C. Election
Officers shall be elected at the Annual Meeting after the election of Directors, or by majority consent of the Directors then serving, at the first meeting following the election.
D. Terms
Unless a shorter period is specifically set forth by the Directors, officers shall serve terms of one year coinciding with the calendar year, except that in the event of delay in electing successors, they shall serve until their successors are elected unless they are formally removed under procedures noted below. A Director may be elected to the same office for a maximum of two consecutive years.
E. Responsibilities
Officers shall have such responsibilities as the Directors shall expressly convey, unless otherwise specifically provided, the officers shall exercise the following responsibilities:
1. President
a. Preside at all meetings of the Board of Directors.
b. Schedule and arrange for meetings as provided for in these By-laws.
c. Appoint chairpersons for any committees created by the Board.
d. Provide, on behalf of the Board, direct supervision of any staff member.
e. Assure that all reports, which must be filed with state or federal agencies, are properly completed.
f. The President shall not be chairperson of any standing committee.
2. Vice-President
a. Assist the President as he/she requests in carrying out the President’s responsibilities.
b. Act for the President at his/her request, in his/her absence, incapacity or when the President’s office is vacant.
3. Secretary
a. Assure that proper minutes are kept of meetings of the Board.
b. Assure that proper organizational records are maintained.
c. Maintain records of Board member attendance at meetings and notify the President when any member’s lack of attendance may result in their removal for nonattendance.
4. Treasurer
a. Oversee the receipt, deposit and disbursement of all funds of the organization.
b. Assure that proper financial records are maintained.
c. Assure that a proper audit is annually made of the organization’s finances.
d. Assure that a certified public accountant completes and files in a timely manner required legal financial reports to governmental agencies, including IRS Form 990 Informational Return.
e. Provide regular financial reports to the Board including a comprehensive annual report and recommendations regarding financial operations.
f. The Board may hire a staff member to assist the Treasurer.
5. Chaplain
a. The Chaplain shall begin and end the board meeting in prayer, and offer a brief devotion if needed.
b. Chaplain or designee will lead prayer at Eagle’s Wings events, e.g. fundraisers.
c. The Chaplain shall be responsible for reminding the board of its Christ-centered focus and mission.
d. The Chaplain shall assist the Executive Director with connecting clients, with pastoral care by being available once a month for two hours.
e. Assist Executive Director in leading Tuesday devotions as needed.
F. Removal
Officers may be removed by majority vote of the Directors, subject to the same requirements of notice and opportunity to be heard as set forth for the removal of Directors.
G. Vacancy
Any vacancy through resignation, death or removal may be filled by the Board and such successors shall complete the remaining term of office.
Article IV
Committees of the Board
A. Creation of Committees
Committees in addition to the standing committees noted in Article IV (B) may be created by action of the Board of Directors. Committees shall have only those powers properly designated to them by the Board of Directors.
B. Standing Committees
The Board shall establish two standing committees; other business shall be accomplished via ad hoc committees:
1. Finance Committee:
The Finance Committee shall assist the Treasurer in supervision of the financial affairs of the organization including the annual financial report and recommendations regarding the financial integrity and development of the organization. It shall review the annual audit and make recommendations to the Board. The staff Financial Administrator shall be a member of this committee.
2. Personnel Committee:
A. The Committee shall also hold annual staff reviews, which shall include a review of staff compensation and job descriptions. (See Article V, Section A, below.) The Executive Director shall have input in these annual reviews.
B. The Committee shall annually nominate persons to serve on the Board of Directors, and in the event of vacancies, recommend persons to fill such.
C. Membership on Committees
Committee Chairpersons are responsible for calling committee meetings and completing their assigned tasks in these By-laws. He or she will make reports at the monthly Board meetings. Any person may serve on a Committee, but the Chairpersons of the standing committees must be members of the Board.
D. Terms of Service
Committee members and Chairpersons shall be elected to one-year terms, subject to removal by majority vote of the Board at any time. A Director may be elected to the same chairmanship for a maximum of two consecutive years.
Article V
Staff
A. Volunteers and Paid Staff
The organization recognizes the importance of both volunteers and paid staff, and views both as of equal dignity and importance, and standing in the same relationship to the Board. The Board retains the authority to employ and dismiss at will any employee, and to utilize or not utilize the services of any volunteer.
All paid staff has the right to, and shall receive, annual performance and salary reviews. All paid staff has the right to clear and direct supervision. All staff shall report directly to the Executive Director. The President, Vice President and Chair of the Personnel Committee will address staff performance issues and suggestions on behalf of the entire Board, and individual Board Members shall bring concerns directly to the President, Vice President and/or Chair of the Personnel Committee. The rationale for this policy is to insure clear channels of communication, while eliminating the possibility of contradictory direction from independent Board members.
Warehouse volunteers shall report to the warehouse manager. All other volunteers shall report directly to the Office Manager, followed by the Executive Director. All volunteers may also report to the Chair of the Personnel Committee, then the Vice President and then the President, if desired.
B. Executive Director
The Board of Directors may employ or designate an Executive Director who shall administer the day-to-day operations of the organization consistent with the Board’s directives and the job description provided by the Board. The Executive Director shall serve at the pleasure of the Board. While the Executive Director shall be hired by the Board, the Board may allow the Executive Director in consultation with the Personnel Committee to hire other staff, provided the Board has previously authorized the funds.
Article VI
Advisory Council
A. Purpose
The Board may establish an Advisory Council to assist the Board in its effort to coordinate and mobilize community resources in furtherance of its charitable efforts. The Advisory Council’s membership is solely at the discretion of the Board, and it has no legal authority or responsibility in or for the corporation.
B. Participants
The Advisory Council may consist of representatives of community and church organizations, persons who represent special constituencies or interests, and others who can provide helpful counsel to the Board or are active in its work.
C. Leadership
The President, or other Board member that he/she may designate, shall serve as convener of the Advisory Council and liaison from it to the Board.
Article VII
Procedural Rules
Robert’s Rules of Order (Revised) shall govern the meetings of this organization. Any objection to the procedures must be made at the time action is being considered, and may not be subsequently raised by persons present and participating who failed to raise the objection at the time unless erroneous or new information is discovered that was unknown when the action was taken.
Article VIII
Amendments to the By-laws
The Directors may, with a quorum present and by two-thirds vote of those present and voting, amend the By-laws. Proposed amendments must be submitted in writing to the Board with one week’s advance notice to all Board members of the proposed change. The advance notice requirement may be waived if all Board members consent.