CASA of the Eastern Panhandle, Inc.
ARTICLE I. NAME, TERRITORY AND OFFICE
The name of this Corporation shall be CASA of the Eastern Panhandle, Inc.
The territory of this Corporation shall be Berkeley, Jefferson, and Morgan Counties of West Virginia.
The principal office of the Corporation shall be located in Berkeley County, West Virginia.
The Corporation shall have and continuously maintain in Berkeley County a registered office and a registered agent whose office is identical with such registered office. The address of the registered office may be changed by the Board of Directors.
ARTICLE II. PURPOSES
To advocate for and support abused and neglected children who are the subjects of court proceedings through programs established by the Board of Directors. It shall further be the purpose of this Corporation to educate the community regarding its responsibility for children involved in the court process.
ARTICLE III. POLICIES
Section 1. This Corporation shall not be under the direction or control of any
governmental Corporation or agency unless otherwise approved by the Board of Directors.
Section 2. This Corporation may cooperate or contract for direct services with other agencies with the approval of the Board of Directors.
ARTICLE IV. MEMBERSHIP
Section 1. Classes of Members. The Corporation shall have one (1) class of members.
Section 2. Members. The members of the Corporation shall consist of the Directors of the Corporation.
Section 3. Voting Rights. Each member shall be entitled to one (1) vote on each matter submitted to a vote of the members.
Section 4. Proxies. Votes may be cast in person, by phone, by email, or by proxy. Proxies shall be in writing or email and must be filed with the Secretary or Board President before the appointed time of the meeting.
ARTICLE V. NOMINATION AND ELECTION OF OFFICERS
Section 1. Nominees for any executive office of the Corporation shall be chosen from the Board of Directors, and any Board member may nominate him or herself or another Board member to the position.
Section 2. The officers of the Corporation shall be President, Vice-President, Secretary, and Treasurer. An Assistant Secretary and/or Assistant Treasurer may also be elected. These officers shall be elected at the November Board meeting, held annually, for the following terms.
a) Treasurer will be re-elected annually, for one-year terms, not to exceed three years consecutively. Terms will begin in January of the following year.
b) President, Vice-President, Secretary, Assistant Secretary, and Assistant Treasurer will serve for three years, not to exceed three consecutive years in office. Elections will be held in November, with terms beginning in January of the following year.
c) Vacancies. When a vacancy occurs in one of the offices of the Board by reason of death, resignation, or otherwise, it shall be filled by the vote of a majority of the entire Board. The officer so selected shall hold office for the remaining term of office.
ARTICLE VI. DUTIES OF OFFICE
Section 1. President. The President shall be the chief officer of the Corporation and shall have general supervision of the business activities of the Corporation. At each annual meeting of the Board of Directors, the President shall give a report of the business and activities of the Corporation for the preceding fiscal year. He or she shall preside at all meetings of the Board of Directors. The President shall perform all the duties commonly incident to such office and such other duties as the Board shall designate.
Section 2. Vice-President. The Vice-President shall have such powers and perform such duties as the Board of Directors may from time to time prescribe or as the President may from time to time delegate to him or her. At the request of the President or in his or her absence, the Vice President may act in his or her place. In the case of the President’s inability to act, the Vice President will fulfill the remainder of the term.
Section 3. Secretary. The Secretary shall keep or cause to be kept in books provided for that purpose the minutes of the meetings of the Board of Directors and any committees; shall see that all notices are duly given in accordance with the provisions of these Bylaws and as required by law; shall be custodian of the records and of the seal of the Corporation if the Corporation should have a seal; and, in general, shall perform all duties incident to the office of Secretary and such other duties as may, from time to time, be assigned to him or her by the Board of Directors or by the President. In the absence of the Secretary or in the case of his or her inability to act, the Assistant Secretary, if any, shall act with the same powers and shall be subject to the same restrictions as are applicable to the Secretary.
Section 4. Treasurer. The Treasurer shall have custody of corporate funds and securities. He or she shall keep full and accurate accounts of receipts and disbursements and shall deposit all corporate monies and other valuable effects in the name and to the credit of the Corporation in the depository or depositories of the Corporation, and shall render an account of transactions, upon request, for the Corporation and of the financial condition of the Corporation to the President, Executive Director, or the Board of Directors. Such power given to the Treasurer to deposit and disburse funds shall not, however, preclude any other officer or employee of the Corporation from also depositing and disbursing funds when authorized to do so by the Board of Directors. The Treasurer shall, if required by the Board of Directors, give the Corporation a bond in such amount and with such surety or sureties as may be ordered by the Board of Directors for the faithful performance of the duties of his office. The premiums on such bond shall be paid by the Corporation. The Treasurer shall have such other powers and perform such other duties as may be prescribed by the Board of Directors or the President. In the absence of the Treasurer or in the case of his or her inability to act, the Assistant Treasurer, if any, shall act with the same authority and shall be subject to the same restrictions as are applicable to the Treasurer.
ARTICLE VII. BOARD OF DIRECTORS
Section 1. General Powers. The affairs of the Corporation shall be managed by its Board of Directors.
Section 2. Number, Tenure, and Qualifications. After the first election, the number of directors shall not be less than five (5). All Directors shall serve terms of one (1) year, which will renew annually until the Board member resigns or is removed.
Section 3. Quorum. One third of the current members of the Board of Directors shall constitute a quorum for the transaction of any action of the Board.
Section 4. Notice. Nine (9) Board meetings are required to be held per year, with notice given verbally, in writing, or by email at least five (5) days prior to the meeting, Notice, on an annual basis, of the date and time of scheduled monthly Board meetings shall meet this requirement.
Section 5. Special Meetings. Special meetings of the Board of Directors may be called by or at the request of the President or any three (3) directors. Notice shall be given all Directors in accordance with above provisions.
Section 6. Vacancies. Any vacancy occurring in the Board of Directors shall be filled by the Board. Board vacancies are not required to be filled, but Board must have five directors or more.
Section 7. Compensation. Directors shall not receive any financial compensation for their services.
Section 8. Absences. A member of the Board of Directors may be removed upon three unexcused absences from meetings of the Board of Directors in one (1) calendar year. An absence may be excused by giving notice to the Board Secretary or Board President prior to the Board meeting.
Section 9. Nomination and election of members. Applicants for Board membership may be recruited by any member, after which an application is submitted to the Executive Committee. Upon approval of the Executive Committee, a nominee’s application is voted upon by the CASA Board. After approval by the Board and upon successful completion of the CASA background check that National CASA standards require for all Board members, the nominee attains full voting status.
Section 10. Board meetings. Board meetings will be conducted pursuant to an agenda in the form attached to Bylaws, Exhibit A.
ARTICLE VIII. COMMITTEES
Section 1. Permanent Committees. Permanent committees of the Board of Directors are as follows:
a) Executive Committee will consist of all elected officers and immediate past president, who shall attend Executive Meetings for one year following the end of his or her term.
b) Fundraising and Finance
Section 2. Standing Committees. Standing Committees of the Board shall include but are not limited to:
The committee chairs and members of each standing committee shall be appointed by the President of the Board of Directors. The President-elect shall serve as the chair of the Bylaws committee.
Section 3. Advisory Council. The Corporation may establish an Advisory Council.
Section 4. Other Committees. Other committees may be established as deemed necessary by the Board of Directors.
ARTICLE IX. FISCAL YEAR
The fiscal year of the Corporation shall begin on January 1 and end on December 31.
ARTICLE X. AMENDMENTS TO THE BYLAWS
These bylaws may be amended and new bylaws may be adopted by a majority vote of the Board of Directors at any regular or special meeting. All proposed amendments must be presented in writing or via email by the Bylaws Committee to the Board of Directors three (3) days in advance of the meeting date.
ARTICLE XI. CONFLICTS OF INTEREST POLICY
Conflict of Interest. a) No contract or transaction between the Corporation and one or more of its Directors or officers, or between the Corporation and any other Corporation, partnership, association, or other Corporation in which one or more of its Directors or officers are directors, or officers, or have a financial interest, is void or voidable solely for this reason, or solely because the Director or officer is present at or participates in the meeting of the Board or committee thereof which authorizes the contract or transaction, or solely because any Director’s or officer’s votes are counted for the purpose, if: 1) The material facts as to the Director’s or officer’s relationship or interest and as to the contract or transaction are disclosed or are known to the Board of Directors or the committee, and the Board or committee in good faith, authorizes the contract or transaction by the affirmative votes of a majority of the disinterested Directors, even though the disinterested Directors be less than a quorum; or 2) The material facts as to the Director’s or officer’s relationship or interest and as to the contract or transaction are disclosed or are known to the Directors entitled to vote on the contract or transaction, and the contract or transaction is specifically approved in good faith by vote of the Directors entitled to vote; or (3) The contract or transaction is fair as to the Corporation as of the time it is authorized, approved or ratified, by the Board of Directors, or a committee of the Board of Directors.
b) Interested or non-interested Directors may be counted in determining the presence of a quorum at a meeting of the Board of Directors of a committee which authorizes the contract or transaction.
c) Each Board member and officer, upon initial appointment to office, shall direct a written statement to the Board disclosing any conflict of interest or disclaiming the same. Such written statement shall be a matter of record and filed with the official minutes of the Board of Directors. Any member or officer whose status changes materially after the initial conflict of interest statement has been filed shall promptly disclose such change to the Board of Directors. Such notification shall be in writing and filed with the minutes of the Board of Directors meeting when such disclosure is made.
ARTICLE XII. Indemnification
The Corporation shall indemnify any director, officer, or former director or office of the Corporation against all expenses actually and reasonably incurred by him or her in connection with the defense of any action, suit, or proceeding, civil or criminal, in which he or she is made a party by reason of being or having been a director or officer, except in relation to matters as to which he is adjudged in such action, suit, or proceeding to be liable for gross misconduct, fraud, or defalcation in the performance of duty. Such indemnification shall not be exclusive of any indemnification provided for in the Article of Incorporation or any Bylaw, by resolution or otherwise. The Corporation shall be authorized to purchase insurance or other similar service for the purpose of such indemnification.
ARTICLE XIII. EXECUTIVE DIRECTOR
Section 1. The Board of Directors may employ an Executive Director who shall:
a) Implement the policies and procedures of the Corporation as prescribed by the Board of Directors in a written job description.
b) Be responsible for the operation of the Corporate office.
c) Employ, supervise and terminate, with the consent of the Executive Committee, such other staff as is deemed necessary by the Board of Directors to carry on the business of the Corporation.
ARTICLE XIV. FISCAL MANAGEMENT
Section 1. Books and Accounts. The Corporation shall keep correct and complete books and records of accounts and shall keep minutes of the proceedings of the Board of Directors. All such books and records shall be kept at the principal office of the Corporation unless the Board of Directors, by resolution, determines otherwise, subject to any requirements of law. All books and records of the Corporation may be inspected by any director or his agent or attorney for any proper purpose at any reasonable time.
Section 2. Auditing and Reports. The books and records of the Corporation shall be reviewed by an independent certified public accountant at the expense of the Corporation at such times as may be designated by the vote of a majority of the Board of Directors.
Section 3. Checks and Endorsement. All checks and drafts upon the funds or credit of the Corporation in any of its depositories shall be signed by two such officer(s) or agent(s) as shall from time to time be determined by resolution of the Board of Directors. All checks, notes, bills receivable, trade acceptances, drafts, and other evidences of indebtedness payable to the Corporation shall, for the purpose of deposit, discount, or collection, be endorsed by such officer(s) or agent(s) of the Corporation or in such manner as shall from time to time be determined by resolution of the Board of Directors.
ARTICLE XV. DISSOLUTION
Section 1. Procedure. The Corporation shall be dissolved according to the procedures outlined in the West Virginia Nonprofit Corporation Act.
Section 2. Distribution of Assets. After the liabilities of the Corporation have been discharged or provided for, the Corporation's remaining assets shall be disposed of to facilitate one or more of the exempt purposes of the Corporation. Assets shall be distributed for one or more exempt purposes within the meaning of Section 501 (c)(3) of the Internal Revenue Code of 1986, as amended, or shall be distributed to the federal government, or a state or local government, for public purposes. Any such assets not disposed of shall be disposed of by a court of competent jurisdiction of the county in which the principal office of the Corporation is then located, exclusively for such purposes or to such Corporation or Corporations which are organized and operated for such purposes.