|
Article
1 |
Location |
|
Section
1 |
the
name of this corporation is the center for independent
living of northeastern Minnesota, inc. |
|
Section
2 |
the
registered office of this corporation shall be located in Hibbing,
Minnesota, county of St. Louis, and state of Minnesota.
The corporation may have such other branch offices, either within
or without of its service area, as the board of directors may determine. |
| Article
II |
Purpose |
|
Section
1 |
The
Purpose of this Corporation Shall Be:
a. To assist individuals with disabilities
to live independently, pursue meaningful goals, and have the same
opportunities and choices as all persons.
b. >To do and perform any and
all acts of things necessary, proper, or convenient or incidental to the
furtherance or carrying out of the powers or purposes herein mentioned. |
|
Article
III |
Operation |
|
Section
1 |
Board
of Directors
a. The
responsibility for the general control and management of the policy,
affairs, and direction of the center for independent living of
northeastern Minnesota shall be vested in the board of directors.
b. Membership:
the authorized number of elected directors shall be limited to
fourteen members at least eight (51%) of the directors shall be disabled
themselves.< Of these fourteen members, the board may set the number of
directors it elects from cities or areas served by the branch offices.
c. Term of office: term of
office shall be three (3) years. A
director cannot serve more than two consecutive terms, re-elections
shall not occur until a one-year absence occurs; at which time the
individual may reapply.
d. Removal:
any member may be removed at the will of the board upon the vote
of at least three-fourths of the board in favor of such action.
Absences, which number greater than three (3) monthly board
meetings in any one-year may necessitate removal at the discretion of
the board.
e. Vacancies:< vacancies in the board shall be filled by appointment made by
the nominating committee with approval of a majority of CILNM members at
the annual meeting. Vacancies
Caused by Board Member resignation in the course of the year may be
filled at the board's discretion.
f. Officers:
there shall be a chairman, vice- chairman, secretary, and
treasurer. These officers shall be elected by the board itself
immediately following each annual meeting.
Each officer shall serve a one (1) year term and can be reelected
by the board, but shall serve no more than two (2) consecutive terms in
any office. |
|
Section
2 |
Standing
Committees
a.
Standing committees may be established by the board of directors
as necessary.
b.
Advisory committees may be established by the board of
director's as necessary. |
|
Section
3 |
Meetings
a. Meetings
of the board of directors shall be held on regular basis.
An annual meeting of the corporation shall be held each year.
The chairperson may call special meetings.
b.
Notice of all meetings shall be given at least five (5) business
days in advance of such meetings to every member of the board. |
|
Section
4 |
Quorum
a. A simple majority of the
board shall constitute a quorum. |
|
Section
5 |
Voting
a. Each board member in
personal attendance at any meeting of the board shall be entitled to one
(1) vote. |
|
Section
6 |
Procedural
Powers
a.
The board may consult and enter into any agreement with other
agencies pursuant to the general purposes and objectives of CILNM.
b.
The board shall be empowered to receive funds in support of the
center for independent living of northeastern Minnesota. |
|
Section
7 |
Nominating
Committee of the Board of Directors
a. At least one month before the election of officers, the
chairman shall appoint a
nominating committee consisting of a minimum
of three (3) members of the board.
The nominating committee
shall nominate persons for board membership to be voted upon by the
general membership at the annual meeting of<
the corporation. Nominations
for board membership to be voted upon may be made from the floor at the
annual meeting, providing the
nominee gives consent. |
|
Section
8 |
Duties
of Officers of the Board of Directors
a.
The chairman of the board shall perform such duties as are
usually performed by such officer and shall preside at all
meetings of the board. The
chairman shall appoint such committees as are deemed necessary by the
board and may serve as an
ex-officio member of such committees.
b.
The vice-chairman of the board, in the absence of the
chairman, shall have the powers and duties of the chairman.
c.
The secretary of the board shall keep the corporate records,
as well as the minutes of the
board meetings and shall perform the
duties usually incidental to that office.
d.
The treasurer of the board shall be the custodian of all funds
and property of the
corporation. The treasurer
shall see that a full
and accurate account of the financial affairs of the
corporation is kept, and make
a financial report to the board
upon request of the chairman.
The treasurer shall also perform
any other duties usually
incidental to that office |
|
Article
IV |
Finances |
| Section 1 |
The board shall annually certify all account or shall have all accounts
audited annually by a certified public accountant, not otherwise
employed by the board. |
| Section 2 |
The accounting methods of the corporation shall be in accordance with
accepted accounting practices. There
shall be a statement showing, in reasonable detail, the sources of
income, manner of expenditures and any funds held in a separate account. |
| Section 3 |
The corporation shall be operated upon a budget set up at the beginning
of a fiscal year, which shall be January 1. |
| Section 4 |
There shall be at least two (2) authorizing signatures, consisting
of the officers of the board for all disbursements and expenditures. The
board may designate additional individuals, including staff as
authorized signatures. Any
two (2) of the authorized signatures, only one of which may be a staff
member, are required for all expenditures of $400 or more and all
payroll checks. The
director's signature alone can authorize an expenditure of less than
$400, excluding payroll. |
| Section 5 |
Upon dissolution of the center for independent living of northeastern
Minnesota, all funds and property remaining after paying or adequately
providing for the debts and obligations of the corporation shall be held
in trust for the use of benefit of or distribution to, another
non-profit corporation organized and existing for the general purposes
and objectives of the corporation, as herein above stated.
This shall not apply to the use of any governmental funds, which
in the case of dissolution would revert back to their source. |
|
Article
V |
Service
Area |
| Section 1 |
The service area of the center for independent living of northeastern
Minnesota, shall encompass northeastern Minnesota.
The service area may be modified as necessary to carry out the
functions of the organization. |
|
Article
VI |
Consortium |
| Section 1 |
Membership will be open to any individual interested in supporting the
purpose of the corporation. |
| Section 2 |
Membership in the center for independent living of northeastern Minnesota
may be terminated by action of the board of director's. |
| Section 3 |
Term of membership shall be annual from January 1 to December 31. |
| Section 4 |
Dues for membership in the center for independent living of
northeastern Minnesota shall be established at the annual
meeting of the corporation.
All directors shall be members in good standing. |
| Section 5 |
Each member shall be entitled to one vote to be cast at any meeting of
the consortium. |
| Section 6 |
Pecuniary gain
a.The consortium shall not
afford pecuniary gain incidentally or otherwise to its members and
officers. |
|
Article
VII |
Amendment |
| Section 1 |
The center's by-laws may be amended at any
meeting of the board of directors,
provided notice of the proposed amendment has been mailed to each board member at least five (5) days
prior to such meeting. Amendments
to the by-laws be passed by a two-thirds vote of the board. |
| Section 2 |
The meetings of the board of directors of the center shall be conducted
in accordance with Robert's rules of order. |
|
Article
VIII |
Executive
Director |
| Section 1 |
Duties: the executive director shall be appointed by the board of
directors. The executive
director shall be a ex-officio of the board of directors with the same
rights and responsibilities. The
executive director shall be the managing agent of the corporation and
shall be responsible for the administration, direction, and management
of its affairs, subject to the general supervision, control, and
direction of the board of directors. The executive director shall report regularly to the board of
directors at their meetings with respect to the affairs of the
corporation.
(Amended 3/22/94) |
| Section 2 |
Employees: subject to and within limits prescribed by the board of
directors, the executive director shall employ and discharge such
personnel as may be needed to carry out the affairs of the corporation,
and shall within limits set by the board of directors, fix the
compensation of such employees. |
| Section 3 |
The executive committee of the board shall review the performance of the
executive director on an annual basis, or such frequency as the board,
in it's exclusive discretion, deems appropriate, whether more or less
frequently than annually. (Amended 3/22/94) |