28 November 2012
SPRINGFIELD FAMILY YMCA
Corporate Name and Offices
Section 1.1 The name of this corporation is the Springfield Family Young Men’s Christian Association.
Section 1.2 The principal office of this organization is located at 300 S. Limestone Street, Springfield, Ohio.
Membership in the National Council of YMCAs
Section 2.1 The Springfield Family YMCA shall be a member association of the National Council of Young Men’s Christian Associations of the United States of America (“National Council”) and participate in the national and international YMCA movement.
Section 2.2 The Springfield Family YMCA shall adhere to the requirements for membership in the National Council and shall demonstrate its support for the cause and the reputation of the YMCA Movement.
Section 3.1 The Springfield Family YMCA is a nonprofit, 501(c)(3) charitable organization that strengthens community through its focus on youth development, healthy living, and social responsibility. We promote the spiritual, mental, social and physical growth of its members and constituency by conducting activities which are consistent with the spirit and teachings of Jesus Christ. We welcome all members of the public to join, support and volunteer at the YMCA.
Section 3.2 The Springfield Family YMCA shall conform to all rules and requirements of a public charity under Section 501(c)(3) of the Internal Revenue Code of 1986, as amended, and to the non-profit requirements of the State of Ohio. It shall ensure that its earnings do not inure to the benefit of any private shareholder or individual and shall refrain from participating in political campaigns or partisan politics.
Membership and Voting Rights
Section 4.1 The Springfield Family YMCA is committed to a culture of diversity and inclusion. All persons are welcome to become members of the Springfield Family YMCA; membership is open to all and financial assistance is available for those who cannot afford the full membership fee. The Board of Directors may establish categories, criteria, fees, and requirements for membership.
Section 4.2 Members who are at least eighteen years old and in good standing shall be entitled to vote on any item of business put before the members for their consideration. Members shall be entitled to exercise one vote for each director up for election at the members’ annual meeting or at such other meetings called for the purpose of a member vote. Votes must be cast in person.
Section 4.3 An annual meeting of the YMCA membership shall be held no later than March 31st of each year. The Board of Directors shall determine the specific date, location, and subject matter of such meeting.
Section 4.4 Notice of a meeting of the YMCA members shall be posted in all YMCA facilities and published in printed or electronic newsletters directed to members. Such notice shall be posted and published at least ten days but not more than sixty days prior to the date scheduled for the meeting.
Section 4.5. At a meeting of the voting members of the corporation, the voting members present shall constitute a quorum. A majority of the votes cast at a meeting at which a quorum is present shall constitute the action of the members.
Section 4.6 At a meeting of voting members, only those members who have attained the age of eighteen (18) years may vote. Each family membership shall be entitled to one (1) vote regardless of the number of persons who are members under that membership.
Management by Volunteer Board of Directors
Section 5.1 The management of the Springfield Family YMCA shall be vested in a volunteer Board of Directors of not less than twelve (12) or more than fifteen (15) persons as determined by the Board of Directors. The YMCA will endeavor to have a board that is diverse, reflective of the community, and that possess the necessary skill sets to assure the YMCA can effectively meet community needs.
Section 5.2 The Board of Directors shall supervise and control the business and affairs of the organization. The board may hold or dispose of property, real or personal, as may be given, devised, or bequeathed to it or entrusted to its care and keeping, and may purchase, acquire, and dispose of such property as may be necessary to carry out the purposes and programs of the corporation.
Section 5.3 Members of the board owe a legal fiduciary duty to the YMCA and shall act only in the YMCA’s best interest. The board shall act as a body; no individual director may speak or act on behalf of the board unless authorized by the board. Board members shall respect the confidentiality of board deliberations and shall support decisions voted by the board even when the board member dissented in the vote. No board member shall accept, directly or indirectly, compensation for duties performed as a board member. However, reasonable expenses may be reimbursed.
Section 5.4 Directors shall be chosen annually by ballot of the members at the annual meeting of the members at a time and place fixed by the Board of Directors.
Section 5.5 Directors shall hold office for three years, or until their successors are elected unless, prior to then, they have resigned or been removed from office. Terms shall be staggered so that, as nearly as possible, an equal number of terms shall expire each year.
Section 5.6 No director shall serve more than two consecutive three-year terms. Members of the Board of Directors must retire from active membership on the board for at least one year after serving two consecutive three-year terms. Notwithstanding, a board member serving in a role of significant importance to the YMCA, such as President or Vice President may be elected to serve on an annual basis without term limit.
Section 5.7 A director may be removed from office upon the affirmative vote of three-fourths (3/4) of the total number of directors in office at a meeting at which a quorum is present if such director shall become unfit to discharge or shall persistently neglect the duties of a director. A director shall be subject to removal from the office for failing to attend three (3) consecutive regularly scheduled meetings of the Board of Directors, or failure to attend at least two-thirds ( 2/3) of the regularly scheduled meeting of the Board of Directors, unless excused by the affirmative vote of the directors.
Section 5.8 Any director or officer may resign at any time by giving written notice to the President or his/her designee. Any such resignation shall be effective upon submission or at a time specified in the notice of resignation.
Section 5.9 In the event of a vacancy on the Board of Directors, the President may appoint a person, subject to confirmation by a majority of the remaining Directors in office, to fill such vacancy in the Board until the next annual meeting of the members. Persons appointed to fill vacancies shall be of legal age but need not be members of the Corporation to be qualified to serve as Directors.
Section 5.10 In recognition of outstanding service over a period of years the Board of Directors may, from time to time, elect persons as “Honorary Directors.” Such Directors shall have the privileges as Directors, except that they shall not be entitled to vote. Honorary Directors shall serve for life or until they resign or are removed from office except that Honorary Directors shall not be removed from office for failing to attend meetings as required of other Directors.
Section 5.11 The board shall employ a Chief Executive Officer (CEO) who meets the qualifications required by the National Council of Young Men’s Christian Associations of the USA. The board shall annually review the performance of the CEO against measurable goals and objectives. The Chief Executive Officer shall report to the Board of Directors on all matters affecting the YMCA and shall perform such other duties as are assigned by the Board of Directors. All other employees of the YMCA shall be hired by the Chief Executive Officer in accordance with the policy set by the Board of Directors.
Officers of the Board of Directors
Section 6.1 The officers of this YMCA shall be a President, Vice President, a Secretary and a Treasurer, all of whom shall also be Directors.
Section 6.2 The officers shall be elected annually by the Directors upon the nomination of the Nominating Committee at the first meeting of the Board of Directors in February. Such officers shall hold office until the next following election of officers, and until their successors are elected and qualified. Officers of the corporation shall be the President of the board, Vice President of the board, Secretary, Treasurer, and Immediate Past President.
Section 6.3 President of the Board. The President shall preside at all meetings of the members and Board of Directors, and he or she shall be an ex-officio member of all board committees. The President shall appoint all committees for approval by the Board of Directors and shall perform such other duties as may from time to time be prescribed by the board.
Vice President of the Board. The Vice President shall act in the absence or disability of the President. The Vice President shall perform such other duties as may from time to time be prescribed by the Board of Directors or delegated by the President.
Secretary. The Secretary, together with the President or Vice President, shall execute such legal papers, documents, or instruments as authorized by the Board of Directors. The Secretary shall keep the minutes of all meetings of the members and of the Board of Directors. The Secretary shall perform such other duties as may from time to time be prescribed by the Board of Directors.
Treasurer. The Treasurer shall oversee the fiscal program of the corporation. He or she shall cause all funds of the corporation to be deposited in the name of the YMCA and approved by the Board of Directors. All checks upon bank accounts of the corporation shall be signed as directed by a resolution of the Board of Directors. The Treasurer shall perform such other duties as may from time to time be prescribed by the Board of Directors.
Section 6.4 An officer may be removed from office, with or without cause, by a two-thirds vote of the Board of Directors at a properly constituted meeting. Election or appointment of an officer shall not itself create any contractual rights.
Section 6.5 Any officer may resign at any time by giving written notice to the President or his/her designee. Any such resignation shall take place at the time specified therein.
Section 6.6 The Board of Directors shall have the power to fill any unexpired terms occurring between annual elections.
Meetings of the Board of Directors
Section 7.1 The Board of Directors shall meet monthly, or as agreed to by the Board of Directors.
Section 7.2 Special meetings of the Directors may be called, either by the President or, in the case of his/her absence or inability to act, or a vacancy in the office of President, by any Vice President, or on the written request of any four (4) Directors. At least two (2) days’ notice may be waived in writing, either before or after the meeting, or by the Director’s presence at the meeting without protest before the meeting or at its commencement. Such notice may be given orally, or by telephone or electronic means.
Section 7.3 Notice shall be given in writing by first-class mail or courier service, express or overnight delivery with postage prepaid to the recipient, or by facsimile transmission or electronic mail, at his or her address (or by facsimile number or e-mail address) as it appears on the records of the corporation. A director may supply an address for the purpose of notice. Notice shall specify the place, day and hour of the meeting and any other information which may be required, including, in the case of a special meeting, the nature of the business to be transacted. Notice shall be deemed to have been given when deposited in the United States mail or with a courier service, or in the case of facsimile transmission or electronic mail, when dispatched.
Section 7.4 Any required notice may be waived by the written consent of the person entitled to such notice either before or after the time for giving of notice and attendance of a person at any meeting shall constitute a waiver of notice of such meeting, except where a person attends a meeting for the express purpose objecting to the transaction of any business because the meeting was not lawfully called or convened.
Section 7.5 At any meeting of the directors of the corporation, a majority of all directors then in office shall constitute a quorum. Acts of a majority of the directors present at a duly convened meeting at which a quorum is present shall be acts of the board.
Section 7.6 Every director shall be entitled to one vote. Voting by proxy is not permissible. Unless otherwise provided in these Bylaws, a vote of the majority of the board at a duly convened meeting shall be binding.
Section 7.7 A director may be removed from office upon the affirmative vote of three-fourths (3/4) of the total number of directors in office at a meeting at which a quorum is present if such director shall become unfit to discharge or shall persistently neglect the duties of director. A director shall be subject to removal from the office for failing to attend three (3) consecutive regularly scheduled meetings of the directors, or failure to attend at least 2/3 of the regularly scheduled meeting of the directors, unless excused by the affirmative vote of the directors.
Section 7.8 Directors may participate in and act at any meeting of the board or its committees through the use of a telephone conference or other similar communications equipment, by means of which all persons participating in the meeting can communicate with each other. Participation by this method shall constitute attendance and presence in person at the meeting of the person(s) so participating.
Section 7.9 Any action requiring a vote or permitted to be voted on at a meeting of the Board of Directors (including amendment of these Bylaws) or of any committee may be taken without a meeting if all the members of the board or committee vote unanimously in writing to take the action without a meeting and to approving the specific action. Such consents shall have the same force and effect as a unanimous vote of the board or of the committee.
Section 7.10 By virtue of office, the CEO attends all board meetings. However, the CEO is not a member of the board, has no vote, and does not participate in any matter that might pose a conflict of interest, such as CEO compensation. When the board goes into executive session, the CEO may attend if requested by the board.
Committees and Advisory Boards
Section 8.1 The Executive Committee, consisting of the officers of the Corporation, the Chairman of the Finance Committee and the past president, if a Directors, shall constitute the Executive Committee and shall act for the Board of Directors between meetings on all matters pertaining to the general control, management and regulation of the Corporation. Any actions taken by the Executive Committee must be presented to the Board of Directors for approval at its next meeting. The Executive Committee shall not have the authority or power to reconsider or reverse any action or policy of the Board of Directors.
Section 8.2 The President may appoint such standing and ad hoc committees as the President may see fit, subject to approval by the Board. Persons appointed to such committees may, but need not, be Directors or members of the Corporation.
Section 8.3 The President and Executive Director of the Corporation shall be members ex-officio of all committees and shall be invited to all committee meetings.
Section 8.4 Committees may appoint sub-committees, subject to the approval of the Board, and may adopt such rules as may be necessary for the conduct of work entrusted to them.
Section 8.5 In addition to the Executive Committee, there shall be the following standing committees of such number as the Directors shall approve:
Finance Committee. It shall be responsible for overseeing the financial operation of the Corporation and will ensure that an annual budget is prepared and presented to the Board of Directors and to the United Way. It will be responsible for monthly budget review of operations. It will secure and monitor financial arrangements with financial institution and other lenders as needed. It will annually review the audit of the Corporation’s accounts prepared by its independent auditors and shall generally keep the Board of Directors well informed regarding all financial matters of the Corporation. It will consult with and approve or disapprove action of any financial consultant that might be hired by the Board of Directors, to keep said Board informed of the changes in investments, and to advise said Board of investments if a financial consultant is not employed by the corporation
Personnel Committee. It shall be responsible for keeping the Corporation’s personnel policy up-to-date in accordance with sound personnel procedures and shall periodically make recommendations to the Board of Directors concerning wages and salaries. It shall assist the Executive Director in selecting professional and management staff and shall monitor the periodic evaluation of all employees of the Corporation.
Marketing and Communications Committee. It shall be responsible to assist the Executive Director with respect to all facets of the Corporation’s public relations activities. It shall remain alert to the image of the Y.M.C.A. in the community and will recommend to the Board of Directors and to the Executive Director ways of enhancing its public image in the community. It shall evaluate all advertisements and assess their effectiveness to the extent possible. It shall work in harmony with the Membership Committee and the Personnel Committee to promote membership and to provide appropriate recognition programs for employees and volunteers.
Membership Committee. It shall be responsible for all aspects of membership. It shall establish the membership policy, rates, and categories of membership. It will make recommendations for increases in membership fees, and report monthly on the status of membership. It shall organize and conduct an annual Membership Campaign. It will oversee the Corporate Membership Division. It shall be responsible for youth sponsorships, and the procuring of funds to award the memberships. It shall promote memberships on a yearly basis.
Program Committee. It shall be the responsibility of the Committee to oversee all aspects of programming, both in the branch and “outreach” in the surrounding community. The purpose of the Committee is to assure the satisfaction of our membership, by monitoring the scheduling, price and quality of our programs. The Committee will provide ongoing evaluations and research for new and innovative programs. In addition, it will promote the health and recreational programs in the community and continually strive to enhance the image of the Y.M.C.A. Collaboration with local agencies will be pursued to the fullest to provide for the best services to the local community.
Facilities Committee. It shall be responsible for the overall maintenance and upkeep of the entire facility and vehicles. It shall oversee a maintenance program with preventive maintenance and repairs scheduled on an annual basis. Said Committee shall conduct periodic inspections of the building, to ensure the cleanliness and sound operational condition of its mechanical equipment. The Committee shall receive and review all bids on major work/repairs or replacement of all mechanical equipment or building related service, and make recommendations to the Board as to the work to be performed. The Committee shall review annually all building and grounds related contracts.
Nominating Committee. It shall recruit candidates to serve as members of the Board of Directors. The Committee shall also recruit officers of the Corporation and shall nominate candidates for office to be elected annually by the Directors at their first meeting held after February 1.
Section 8.6 Board committees shall be composed of two or more members of the board and shall be chaired by a member of the board. Committees shall have such authority as is delegated to them by resolution of the board, but no committee shall have authority to fill or create vacancies on the board, amend these Bylaws, approve mergers, dissolution or other major decisions. Committees have no authority to amend or repeal any board resolution.
Section 8.7 The board may establish advisory committees and task forces composed of persons who are not directors to advise the board on matters of interest. Such advisory committees and task forces have only such authority as they are given by the board and have no authority to bind the YMCA.
Section 8.8 Unless otherwise directed by the board, committees shall set their own meeting schedules and notice provisions as authorized by law. A majority of the committee members shall constitute a quorum.
Financial Management and Fiscal Controls
Section 9.1 The Board of Directors shall establish such internal fiscal policies and controls as are necessary to assure the protection of the YMCA’s assets.
Section 9.2 All funds of the name YMCA, not otherwise employed, shall be deposited in such depositories as the Board of Directors may determine. Separate accounts that are not under the control of the board are prohibited.
Section 9.3 The Board of Directors shall regularly review the financial condition of the name YMCA and shall seek such information from its accountants and auditors as will allow it to have a full understanding of the fiscal health of the organization.
Section 9.4 The Board of Directors has the legal and fiduciary responsibility to exercise due care and prudence in the financial affairs of the organization. It shall exercise appropriate stewardship, including the purchase of insurance protection. The name YMCA is a non-profit public charity and its assets must be protected so that it may continue to serve the community into the future.
Unless otherwise prohibited by law, the Springfield Family YMCA will indemnify any current or former director or officer, and may by resolution indemnify any employee or volunteer, against any and all expenses and liabilities incurred by him or her in connection with any claim, action, suit, or proceeding to which he or she is made a party by reason of being a director, officer, employee, or volunteer acting on behalf of the YMCA. Notwithstanding, there shall be no indemnification for gross negligence or criminal conduct.
The YMCA may advance expenses or may undertake the defense itself, but such expenses shall be repaid if it is ultimately determined that an officer, director, employee, or volunteer was not entitled to such indemnification.
The Board of Directors may authorize the purchase of insurance on behalf of any director, officer, employee, volunteer, or other agent against any liability incurred by him or her which arises out of the person’s status with the YMCA.
Decisions on whether this YMCA shall merge with another entity requires a two-thirds vote of the Board of Directors. Any such action shall be done in accordance with the law of the State of Ohio governing non-profit, charitable organizations.
Dissolution or Bankruptcy
Decisions on whether this YMCA shall dissolve requires a two-thirds vote of the Board of Directors. Any such action shall be done in accordance with the law of the a State of Ohio governing non-profit, charitable organizations.
Decisions on whether this YMCA shall file bankruptcy requires a two-thirds vote of the Board of Directors. Any such action shall be done in accordance with federal and state law.
Disposition of Assets
Should the Springfield Family YMCA opt to dissolve, the remaining assets of the corporation shall be used to fund one or more other corporations, societies, or organizations engaged in activities substantially similar to those of this YMCA, serving substantially the same community and that qualify as exempt organizations under Section 501(c)(3) of the Internal Revenue Code (or the corresponding provision of any future United States Internal Revenue Code or Law), and also pursuant to the then applicable state statutes governing not-for-profit corporations.
Conflict of Interest
All board members shall enforce the YMCA’s conflict of interest policy, shall annually disclose potential conflicts of interest in writing and shall report all potential conflicts that occur during the year to the President or CEO.
Amendment of Bylaws
These Bylaws may be amended by a majority of the Board of Directors with proper notice of proposed amendments having been given.
Force and Effect
These Bylaws are subject to the provisions of the State of Oho corporate laws for non-profit corporations and the Articles of Incorporation of the YMCA as they may be amended from time to time. If any provision in the Bylaws is inconsistent with a provision of the state law or Articles of Incorporation, the provision of the state act or the Articles of Incorporation shall govern to the extent of such inconsistency.
Rules of Procedure
The YMCA shall use Roberts Rules of Order as its parliamentary guide and shall govern in accordance with its procedures so long as they do not conflict with the provisions of these Bylaws or governing legal authority.