BYLAWS OF THE GREAT FALLS SENIOR CENTER
Adopted by GFSC Board in June 2014
ARTICLE 1 – NAME AND OFFICE
1.1 The name of the corporation shall be the “Great Falls Senior Center, Inc" (hereinafter, the “GFSC”).
1.2 The GFSC shall maintain a registered agent with an office in the Commonwealth of Virginia.
ARTICLE 2 – PURPOSE
2.1 The purpose of the GFSC, as a non-profit corporation, is to serve, support and enrich the lives of older adults in the Great Falls community.
ARTICLE 3 – MEMBERSHIP AND DUES
3.1 Qualification. Any person who is a resident of Fairfax County or Loudoun County, Virginia shall be eligible for membership herein and entitled to one (1) vote. Each eligible individual shall pay annual dues to qualify as a member in good standing. Membership shall become effective on the date that payment of dues for the current year is received by GFSC. Dues shall apply to a membership year starting on January 1, and ending on December 31.
3.2 Membership Levels. There shall be one level of membership - Individual, Membership shall be on a yearly basis, with annual dues payable in advance,
3.3 Membership Dues. Membership dues for Individual membership shall be payable in advance on an annual basis. The Board of Directors will establish no later than 1 November of each year the dues for the following year. Written and/or electronic notification of any such changes shall be provided to the membership prior to any increase.
3.4 Definition of Good Standing. A member in good standing shall be defined as any person who meets the requirements of Section 3.1 of this article and has paid the current year’s dues to the GFSC.
3.5 Public Participation. Any person, whether or not a member of GFSC in good standing, is invited and welcome to express views at all GFSC meetings, unless these expressed views are deemed to be offensive or uncivil by the presiding GFSC officer, director or committee chair.
ARTICLE 4 – OFFICERS AND DIRECTORS
4.1 Board of Directors. The GFSC shall be governed and managed by an elected Board of Directors of up to 13 members. Each Director will be elected for a term of two (2) years.
4.2 Officers. The GFSC shall have four (4) officers consisting of: President, Vice President, Secretary, and Treasurer. The officers shall be elected by the Board of Directors and serve terms of two (2) years commencing on January 1 of the year they are elected. Officers are elected from the existing Board members. No person holding the office of President or Vice President may succeed in the same office for more than two (2) consecutive terms.
4.3 Compensation. The directors and officers of the GFSC shall receive no compensation for their services, but may be reimbursed for expenses incurred in carrying out the purposes of the organization.
4.4 Duties of Officers.
4.4.1 President. The President shall: (i) preside at all meetings and shall be charged with the responsibility of conducting in good order all the affairs of the GFSC in conjunction with the Board of Directors, (ii) establish committees and appoint committee chairs with the advice and approval of the Board of Directors, (iii) sign or delegate signatory power for all legal documents of the GFSC, and (iv) review or approve all external correspondence generated in committee or by the Board of Directors that states a GFSC action, resolution, or position.
4.4.2 Vice President. The Vice President shall act during the president’s absence and serve as Parliamentarian at the pleasure of the Board.
4.4.3 Treasurer. The Treasurer shall: (i) receive all monies due the GFSC including payment of dues and keep proper records of all receipts and disbursements, (ii) present a written and/or electronic report of receipts and disbursements at all Board of Directors meetings, (iii) prior to the annual meeting, prepare a balanced budget for approval by the Board of Directors and presentation to the membership, and (iv) present a financial report in written and/or electronic summary form to the membership at a first quarter event.
4.4.4 Secretary. The Secretary shall: (i) make and thereafter maintain minutes of meetings of the membership and of the Board of Directors, (ii) carry on correspondence as directed by the President, (iii) send written and/or electronic notice of every Board meeting to every Board member, specifying in said notice any matters of special interest to be considered, (iv) be custodian of the records of the GFSC and maintain them in good order. Secretary will, by understanding among the President, Treasurer and Secretary, make needed updates to the Annual Report required by the State Corporation Commission (SCC) as a regular duty.
4.5 Board of Directors Powers. Parliamentary authority as stated in Article 9.1 of the Bylaws shall govern GFSC’s affairs in all cases to which they are applicable and shall be consistent with these Bylaws. The Board of Directors shall be charged with administering the affairs of the GFSC within the purposes and objectives of the corporation established by the membership and which are consistent with these Bylaws.
4.6 Board of Directors Duties. The duties of the Board of Directors shall be to undertake acts necessary to conduct GFSC’s affairs by attending membership and Board of Directors meetings. Members of these positions shall be aware of the statutes and regulations of being a Corporation, will exercise reasonable care regarding actions that could affect the members that elected them, will prevent and avoid any and all conflicts of interest, and will take action to maintain any tax exempt status the organization may have.
4.7 No officer or members of the Board of Directors shall publicly state a position or act in any other fashion as representing the GFSC, unless such position or act shall have been approved by the Board of Directors or conforms to current GFSC positions. Any person deemed by a vote of two-thirds (2/3) or more of the Board of Directors to have made an unauthorized representation shall no longer be a member of the GFSC Board of Directors.
4.8 Members of the Board of Directors shall disclose a conflict of interest or appearance of a conflict of interest and abstain from voting on matters where a benefit could accrue. Upon request by the member, and on a case-by-case basis, the Board of Directors may vote that the circumstance should not disqualify the member from voting. The material facts and vote shall be made a matter of record.
4.9 Resignation and Removal. Notice of resignation of an officer or director shall be in writing to the President or Board of Directors. Any officer or director who fails to remain in good standing as a member of the GFSC or who has three (3) unexcused absences in one year from regular meetings of the Board of Directors shall be deemed to have offered resignation for their position, which may, at the discretion of the Board of Directors, be vacated and filled with another member in good standing. The President shall have the power to excuse the absence of an officer or director from a Board of Directors meeting. If such excused absence is noted in the minutes thereof, the absence of an officer or director shall not be counted as a missed meeting.
4.10 Vacancies. A majority of the members of the Board of Directors may act to fill a vacancy .
ARTICLE 5 – MEETINGS
5.1 Membership Meetings.
5.1.1 Annual Meeting/December. The annual meeting of the membership of the GFSC shall be held generally in early December for the purpose of electing the officers and directors, receiving annual reports from the president, treasurer and committees, and transacting such other business as shall properly come before them. A written and/or electronic notice stating the place, day, and the hour shall be sent to each member at least ten (10) days prior to the meeting.
5.1.2 Special Meetings. Special membership meetings may be called by a quorum of the Board of Directors or upon the written and/or electronic request of fifteen (15) or more members in good standing of the GFSC. A written and/or electronic notice of a special meeting stating the place, day, hour, and purpose for said meeting shall be communicated to each member at least five (5) days prior to the meeting by the Secretary.
5.1.3 Quorum. A quorum of fifteen (15) members shall be present to transact business at a membership meeting. Otherwise, a majority of members present may adjourn a meeting without further notice. When a quorum is present, a majority of votes shall be required to pass actions and resolutions in all cases.
5.2 Board of Directors Meetings.
5.2.1 Regular Meetings. The Board of Directors shall meet each month except in unusual circumstances as determined by the President.
5.2.2 Special Meetings. Special meetings may be called by the President or three (3) or more members of the Board of Directors.
5.2.3 Electronic Meetings. A special meeting may be conducted by electronic means including, but not limited to, conference telephone, video conferencing, or similar communication equipment that permits all persons participating in the meeting to hear and speak to each other.
18.104.22.168 It requires three members of the Board of Directors to veto a request to hold a special meeting by electronic means, at which case, the meeting will be deferred until the next scheduled Board of Directors meeting.
22.214.171.124 Participation in a special meeting pursuant to this subsection shall constitute presence in person at such meeting.
5.2.4 Quorum. A quorum shall be more than one-half (1/2) of the current Board of Directors and is required to conduct business at all Board of Directors meetings.
5.2.5 Majority Vote. A majority vote shall be required to pass actions. A majority of the Board of Directors present may adjourn a meeting without further notice if there is no quorum.
5.2.6 Meeting Order. All meetings of the GFSC, unless otherwise prescribed in these Bylaws, shall be conducted according to the latest edition of Roberts Rules of Order, newly revised. The public is invited and welcome to comment or express views relative to the business on the floor of any GFSC meeting. Any person may make a presentation to the Board of Directors, upon prior request to, approval by, and under the direction of the president or presiding officer.
5.2.7 Resolutions. Unless waived by the Board of Directors, all resolutions shall be presented in writing and/or electronic means to the Board of Directors and shall be included in the meeting notice, agenda and minutes. The Board of Directors may 1) act on that resolution, 2) refer it to an appropriate committee for recommendations /3) table it to a subsequent Board of Directors meeting.
ARTICLE 6 – COMMITTEES
6.1 Committees. The President, with approval of the Board of Directors, may establish committees and subcommittees as needed to conduct business to accomplish specific purposes deemed necessary to carry out the work of the GFSC, to propose resolutions or recommendations. The public is welcome to comment or express views relevant to business on the floor of any GFSC committee meeting. Any person may make a presentation to a GFSC committee, upon prior request to and approval by the chair. As deemed appropriate by the committee chair, meetings may be held in person, by phone, or by electronic means.
6.2 Chair Appointments. The President may appoint committee chairs. The president shall be the ex-officio member of all committees except for the Nominating Committee.
6.3 Chair Duties. The chairs of all committees shall be responsible for appointing membership volunteers and/or non-members to serve on their respective committees in consultation with the President. The committee chairs or their assigns shall make recommendations to the Board of Directors and/or the membership.
6.4 Committee Procedure. All committees of the GFSC shall:
6.4.1 Investigate issues referred to the committee from the GFSC President and Board of Directors by conducting diligent fact finding and community outreach.
6.4.2 Prepare a committee report on an issue referred to it after thorough investigation and debate among the committee members.
6.4.3 Submit all proposed resolutions to the Board of Directors in writing and accompanied by the committee’s report on the issue.
6.5 Conflict of Interest. Committee members shall disclose a conflict of interest or appearance of a conflict of interest and abstain from voting on matters where a benefit could accrue. Upon request by the member, and on a case-by-case basis, the committee members may vote that the circumstance should not disqualify the member from voting. The material facts and vote shall be made a matter of record.
ARTICLE 7 – NOMINATING COMMITTEE
7.1 Every other year at the September meeting of the Board of Directors, by a majority vote, a chair and up to four (4) other GFSC members shall be appointed to serve on a Nominating Committee to nominate candidates for the two-year positions on the Board of Directors. No more than two members of that committee may be a member of the current Board of Directors. The nominees shall be communicated to the GFSC membership at least fourteen (14) days prior to the November event membership meeting.
7.2 Nominations may be made from the floor at the November event membership meeting provided that the nominees so nominated consent in person or in writing, and are members in good standing. All nominations shall be presented to the membership in the notice of the annual meeting.
7.3 A member of the Nominating Committee, who is not a nominee, shall preside or have a designee preside at the annual election in all aspects of the meeting and be responsible for counting the votes and posting of the results in a public format. In the counting of the votes for the duly nominated members, write-in votes shall not be counted.
ARTICLE 8 – FINANCIAL
8.1 The fiscal year of the GFSC shall begin on January 1 of each year and end the following December 31.
8.2 An Annual Report containing a proposed budget for the next fiscal year shall be formulated by the Treasurer and presented and approved by the Board of Directors no later than December 1. The proposed budget shall be presented to the membership for approval at the next regular membership meeting. The Board of Directors may reallocate funds within the approved budget without further approval of the membership.
8.3 The Treasurer shall issue a financial statement or make a report to the membership at a first quarter event.
8.4 The approved budget shall remain in place as a continuing budget resolution until such time as a new budget is approved by the membership.
8.5 An audit will be performed at the end of the fiscal year.
8.6 The assets of the GFSC will at all times be dedicated to the purposes set forth above, and none of the net earnings will insure in whole or in part to the benefit of any GFSC Board member or private individual
ARTICLE 9 – PARLIAMENTARY AUTHORITY
9.1 All questions of procedure or order of business including the duties of the Board of Directors shall be addressed according to the latest edition of Roberts Rules of Order, newly revised. These rules shall govern the GFSC in all cases to which they are applicable and in which they are not inconsistent with these Bylaws and any special rules of order the GFSC may adopt.
ARTICLE 10 – AMENDMENT OF BYLAWS
10.1 The Bylaws of the GFSC may be amended by members at a Special Membership Meeting by two-thirds (2/3) vote of members present when there is a quorum, but with no fewer than fifteen (15) approval votes. Amendments must be proposed in writing at a previous meeting with written and/or electronic notification sent to members in good standing at least twenty (20) days prior to the next membership meeting where actions may be taken.
10.2 No amendments shall be adopted that would adversely affect the GFSC tax status.
ARTICLE 11 – DISSOLUTION
11.1 The GFSC may be dissolved at any time by a two-thirds (2/3) of the vote of members present when there is a quorum, but with no fewer than fifteen (15) approval votes, provided notice of such action was provided to all members at least thirty (30) days prior to such vote.