BY-LAWS OF CHANGE IN ACTION OF PRINCE WILLIAM AND SURROUNDING AREA
ARTICLE I- - MISSION STATEMENT
The mission of Change in Action is a charitable organization focused on supporting individuals and families through the process of change by teaching skills, providing education and modeling accountability. Change in Action values each individual as capable of change and strives to support those open and willing to work towards change in action, thought, and belief throughout the Prince William and surrounding area.
ARTICLE II- MEMBERSHIP
General membership is open to public, private agencies, and interested citizens.
ARTICLE III- BOARD OF DIRECTORS
There will be a Board of Directors composed of a minimum of 5 members, but no more than 15 members of the agency who are in good standing and elected by the Board of Directors and Senior Staff of the agency. This Board of Directors will have decision-making authority that will direct the affairs of the organization, to include, but not limited to:
a. Establishing administrative policy and priorities.
b. Establishing goals and annual objectives after reviewing Senior Staff recommendations to carry out the mission of the organization.
c. Determining, after consultation with the membership, issues and strategies for action.
d. Establishing issues committees.
e. Determining allocation and fiscal process.
a. All members of the Board serving as Change of Action officers are eligible for a two year term, beginning October 1st of each year and may be re-elected for additional two year term.
b. Not later than May of each year the Chairperson shall appoint a nominating committee and instruct them to present a slate of officers and board members to the general membership meeting prior to October 1st of that year.
c. Members of the Board and Officers will be elected by a majority of the membership present at the last general membership meeting to be held no later than September 30th.
The Board or an appointed sub-committee of members will review and evaluate the goals, objectives, and committee efforts on an annual basis.
A member who is an officer and misses more than 50% of the regularly scheduled Board meeting during their term shall not be considered for re-election for a succeeding term of office.
If a vacancy occurs on the Board, the Board will make an appointment to fill the position until the next regular election by the general membership.
ARTICLE IV. – OFFICERS
The membership shall elect officers of the Board of Directors who shall hold the positions of Chairperson, Vice-Chairperson, Secretary and Treasurer. The Chairperson shall preside over all meetings and perform other duties as ordinarily pertain to said office. The Vice-Chairperson shall coordinate with the Chairperson and perform all duties of the Chairperson in the latter’s absence. The Secretary shall keep accurate records of the minutes, record attendance at meetings and insure the minutes are mailed to Board members. The Treasurer shall be responsible for all matters pertaining to the fiscal management of the organization and shall advise the Board on these matters.
Officers shall be elected annually at the last general membership meeting to be held no later than September 30th. New officers shall assume duties effective October 1, and shall serve for a term of two years.
No officer shall serve more than two (2) consecutive full terms in the same office.
The Vice-Chairperson shall fill a vacancy in the office of the Chairperson. A vacancy in the office of the Vice-Chairperson, Secretary or Treasurer shall be filled by special election at a regular meeting of the Board of Directors.
ARTICLE V - - COMMITTEES
The Board shall meet a minimum of four times each year. The annual Board meeting schedule shall be approved by the Board and be distributed prior to the first meeting of the year. Meetings of the General Membership shall be scheduled by the Board and held at least annually. Notices of the annual meeting will be sent to the General Membership. Committees will meet as decided by their chairperson. All meetings of the General Membership shall be open to representatives of interested agencies and citizens.
A majority of Change in Action Board members shall constitute a quorum at monthly Board meetings. Each Board member is entitled to one vote and must be present to vote.
Voting at a General Membership meeting shall be by ballots. Following nominations from the floor ballots will be collected and tabulated.
SECTION IV. The Chairperson shall set the agenda for each meeting. The agenda for each Board and General Membership meeting shall be included in the announcement of the meeting.
ARTICLE VII- FINANCE
The fiscal year shall commence on the first day of October and end on the last day of September of the following year.
The Treasurer shall submit a written report quarterly. An internal review committee shall be named at the September Board meeting. A report of the Review Committee shall be completed no later than December 1st.
ARTICLE VIII- AMENDMENTS TO ARTICLES OF ORGANIZATION
The Articles of Organization of Change in Action and any amendments thereto shall become effective upon affirmative vote by two-thirds of the ballots cast at a General Membership meeting.
ARTICLE IX- AMENDMENTS TO BY-LAWS
These By-Laws may be amended at an regular meeting of the general membership by a two-thirds vote of the ballots cast, provided the amendment has been submitted to the general membership in writing at least two weeks prior to a regular meeting.
ARTICLE X- DISSOLUTION OF ORGANIZATION
Should the need arise to dissolve Change in Action as a charitable entity, no monetary resource or physical asset shall be retained by the Board of Directors, general membership, staff or volunteers. Upon completion of the dissolution process, these financial resources shall become the property of Project Hope.
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