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Family Resource Center
JUNIOR BOARD BY-LAWS
Article I - Name and Purpose
Section 1. Name. The organization shall be identified as The Family Resource Center Junior Board (hereinafter the Junior Board).
Section 2. Purpose. The Junior Board shall be an organized part of the not-for-profit called Family Resource Center. The purpose of the Junior Board shall be to cooperate and assist FRC’s Governance Board of Directors in accomplishing the mission in the following manner:
a) as an assisting fund raising agency of FRC;
b) by increasing public awareness of child abuse and neglect, of FRC and its goals.
Article II – Membership Section 1. Qualifications.
The qualifications for membership are an interest in the Mission of FRC and a willingness to be an active participant in the work of the Junior Board and any projects that are undertaken.
Section 2. Nomination. Junior Board members shall be responsible for identifying potential new Board members. Members are responsible for presenting their candidates to the Nomination Committee. If the Nomination Committee determines that a candidate will be of value to the Junior Board, the Chairman of the Nomination Committee will call a vote for the approval of the candidate at a special meeting or the following regular meeting of the Junior Board.
Section 3. Removal. Junior Board members can be removed for any of the following: 1) failure to remain an active member as defined under these by-laws; 2) failure to attend regular meetings; 3) failure to communicate with the President or FRC agency liaison regarding missed meetings; 4) failure to raise and collect the stipulated annual amount for Junior Board members; 5) failure to actively serve on at least one standing committee; or 6) failure to meet any monetary obligation set forth in these by-laws. Any of these instances, either individually or collectively, shall constitute a breach of member duties and may result in removal by a vote of the Junior Board at the recommendation of the Executive Committee and/or the Nomination Committee.
Section 4. Monetary Obligation. Each Junior Board member must make a personal financial contribution to the Junior Board during each Fiscal Year in a manner commensurate with their abilities and other FRC Junior Board responsibilities.
Article III – MeetingsSection 1. Annual. There shall be an annual meeting of the Junior Board to be held at such a convenient hour and place as designated by the Junior Board, but during the last quarter of the calendar year for the purpose of receiving the annual report of the President and appropriate committees, and for the transaction of such business as may properly arise prior to the meeting.
Section 2. Regular and Special. The Junior Board shall meet on a quarterly basis or as deemed appropriate by the Junior Board Executive Committee. There shall be at least one membership training and development orientation each year arranged by the Nomination Committee. The format suggested is that of a “retreat” at which the officers, committees and members may participate. Special meetings may be called by the President or Secretary on receipt of written request of one-third of the Junior Board members.
Section 3.
Notice of Meetings. Notice of the time, place and purpose of annual and special meetings shall be given by email, telephone or fax to each Junior Boar member not less than seven (5) nor more than thirty (30) days before such meeting. Said notice shall be directed to the Junior Board members at the telephone number, fax number or email address appearing in the records of the Junior Board unless the Secretary has been otherwise notified.
Section 4. Quorum. At any meeting of the Junior Board, one-third of the Board members or if one-third of the members is twelve or more, then twelve of the members, present in person or by proxy, shall constitute a quorum. In the absence of a quorum, or when a quorum is present, a meeting may be adjourned from time to time by vote of a majority of the members present in person, without notice other than by announcement at the meeting, but the Secretary of the Junior Board shall immediately notify the absent members in writing of the time and place to which said meeting was adjourned. At any adjourned meeting at which a quorum shall be present in person or by proxy, any business may be transacted which might have been transacted at the meeting as originally notified.
Section 5. Voting. At every meeting of the Junior Board, each member present shall be entitled to one vote. Upon the demand of any member, the vote for members of the Executive Committee or the vote on any question before the meeting shall be by written ballot. All elections shall be had and all questions decided by a majority vote of the members present in person, unless otherwise provided for herein.
Section 6. Vacancies. Any vacancy in the Junior Board may be filled by recommendations from the Nominating Committee and subsequent vote of the Junior Board.
Section 7. Conflict of Interest. Any possible conflict of interest on the part of any Junior Board or Executive Committee member shall be disclosed to all members and made a matter of record. A potential conflict of interest exists in situations where actions or decisions might be influenced because of a possibility of direct or indirect personal financial benefit. Conflict of Interest statements shall be signed by the Executive Committee and on file with the Secretary.
Section 8. Parliamentary Authority. Unless otherwise stated herein, the conduct of business at all meetings of the Junior Board, the Executive Committee and other committees shall be governed by the current edition of
Robert’s Rules of Order.
Article IV – Executive Committee
Section 1. Number. The business and affairs of the Junior Board shall be managed by an Executive Committee whose members (officers) must be volunteers serving without salary or compensation from FRC. The Executive Committee shall consist of a President, Vice-President, Secretary, Treasurer and the Chairs of each subcommittee. The Executive Committee has full power to take action as it deems advisable in the governance, management and control of the operations of the Junior Board
Section 2. Election. The officers shall be proposed by the Nominating Committee and elected annually by the entire Junior Board at its first regular meeting following the annual meeting. The elected officers shall serve a term of one year beginning the first day of each new Fiscal Year. The maximum period for which an officer of the Junior Board may serve in the same office shall not exceed three consecutive one-year terms. After a lapse of one year or more after completion of these consecutive one-year terms, a former Junior Board officer may be re-elected.
Section 3. Officers. The Junior Board Executive Committee officers and respective duties are defined as follows:
a) President
b) Vice President
c) Secretary
d) Treasurer
a) President. The President shall preside at all meetings of the Junior Board and of the Executive Committee. The President shall prepare the agenda for each meeting. The President may, as authorized by the Executive Committee, sign and execute all authorized checks, notes or other obligations in the name of and on behalf of the Junior Board. The President shall have general charge and supervision of the affairs of the Junior Board. The President shall remain in frequent communication with the FRC Development Director and shall maintain close liaison in this regard on behalf of the Executive Committee. The President shall facilitate the mission of the Junior Board by organizing committees and leaders to execute fundraising events. The President shall recruit, train and maintain members. The President will represent the Junior Board at FRC events.
b) Vice President. At the request of the President, or in the event of the President’s absence or disability, the Vice President at any time, and from time to time, may perform any and all of the duties of the President and shall have such other powers as directed by the President.
c) Secretary. The Secretary shall attend and keep, or cause to be kept, the minutes of all meetings of the Junior Board and of the Executive Committee. The Secretary shall submit minutes to the President to be distributed with the agenda prior to each meeting. The Secretary shall be responsible for the giving and serving of all notices of the Junior Board. The Secretary shall have charge of the documents and papers of the Junior Board or as the Executive Committee may otherwise determine. The Secretary shall in general, perform or cause to be performed all the duties incident to the office of the Secretary, subject to the direction of the Executive Committee. The Secretary shall also keep a record containing the names, addresses, phone numbers, email addresses and other relevant information of all members. The Secretary shall write acknowledgements, notes of congratulations, condolences and appreciation or thanks to persons as directed by the President. The Secretary shall maintain accurate by-laws and bring forward changes for approval by the Executive Committee.
d) Treasurer. The Treasurer of the Junior Board shall maintain, or cause to be maintained an accurate record of all income and expenses held in trust by the Junior Board. When necessary or proper, the Treasurer may endorse on behalf of the Junior Board for collection, checks, notes and other obligations and shall promptly deposit or cause to be deposited the same and other cash receipts in a federally insured bank or banks or depository designated by the Executive Committee in the name of “Family Resource Center.” The Treasurer shall sign all receipts and vouchers. The Treasurer shall enter or cause to be entered regularly on the books of the Junior Board full and accurate account of all monies and property received, and all monies and obligations paid or incurred by the Junior Board and shall exhibit such books at all reasonable times to any member of the Executive Committee and to any accredited representative of FRC.
Section 4. Regular and Special Meetings. The Junior Board Executive Committee shall meet on a semi-monthly basis or as deemed appropriate by the President. Special meetings of the Executive Committee may be called by the President or Vice-President with notice by email, telephone or fax.
Section 5. Notice of Meetings. Notice of the time, place and purpose of Executive Committee meetings shall be given within five (5) days by email, telephone or fax. Such notice shall be directed to the Junior Board Executive Committee members at the email address, telephone number or fax number appearing in the records of the Junior Board unless the Secretary has been otherwise notified.
Section 6. Quorum. At any meeting of the Junior Board Executive Committee, one-third of the members present in person or by proxy shall constitute a quorum. In the absence of a quorum, or when a quorum is present, a meeting may be adjourned from time to time by vote of a majority of the Executive Committee members present in person, without notice other than by announcement at the meeting, but the Secretary shall immediately notify the absent members in writing of the time and place to which said meeting was adjourned. At any adjourned meeting at which a quorum shall be present in person or by proxy, any business may be transacted which might have been transacted at the meeting as originally notified.
Section 7. Voting. At every meeting of the Executive Committee, each member present shall be entitled to one vote. Upon the demand of any member, the vote for members of the Executive Committee or the vote on any question before the meeting shall be by written ballot. All elections shall be had and all questions decided by a majority vote of the members present in person, unless otherwise provided in these by-laws.
Section 8. Vacancies. If any office of the Junior Board becomes vacant, the Nominating Committee shall present a candidate from the roster of current active members and the Executive Committee shall by a vote of the majority, but not less than three, of the remaining members of the Executive Committee, although such majority may be less than a quorum. Any member so appointed shall hold office until the next annual meeting of the Junior Board and the election and qualification of a successor. Any vacancy that cannot be filled by the vote of at least three remaining members of the Executive Committee shall be filled by the Junior Board at special meeting. In either event, within ten (10) days after appointment, the Secretary shall notify the Junior Board and FRC agency liaison of the name and address of the officer so elected.
Section 9. Conflict of Interest. Any possible conflict of interest on the part of any Executive Committee member shall be disclosed to all members and made a matter of record. A potential conflict of interest exists in situations where actions or decisions might be influenced because of a possibility of direct or indirect personal financial benefit. Conflict of Interest statements shall be signed by the Executive Committee and on file with the Secretary.
Article V - Committees
Section 1. Standing Committees. The standing committees of the Junior Board are defined as follows:
a) Finance
b) PR/Marketing
c) Corporate Outreach
d) Development (Special Events)
e) Nominating
a) Finance. The Finance Committee shall meet at least quarterly for the purpose of determining whether the annual financial goals are being met. The committee is responsible for formulating the annual budget of the Junior Board and monitoring budget performance. The committee shall be composed of a Chair, Treasurer and a least two other Junior Board members. Experience in financial planning and budget preparation shall be important criteria.
b) PR/Marketing. The PR/Marketing Committee shall meet at least quarterly for the purpose of determining the effectiveness of the media and marketing plans. The PR/Marketing Committee is responsible for promoting Family Resource Center as a highly visible source and authority on saving babies and strengthening families. The committee shall be responsible for planning the annual PR/Marketing strategy and related initiatives. The committee will develop and implement publicity and media promotions. The committee shall be composed of a Chair and at least three other Junior Board members. Experience in public relations, communications and/or marketing shall be important criteria.
c) Corporate Outreach. The Corporate Outreach Committee shall meet at least quarterly for the purpose of determining the effectiveness of infiltrating the corporate community. The Corporate Outreach Committee is responsible for identifying and planning initiatives to obtain key corporate sponsorship for fundraising activities. The committee shall develop relationships with key staff in the for profit community. The committee shall be composed of a Chair and at least three other Junior Board members. Experience in public or community affairs or significant business contacts shall be important criteria.
d) Development (Special Events). The Development Committee shall meet at least quarterly for the purpose of planning and analyzing fundraising activities. The Development Committee is responsible for planning, coordinating and implementing special fund-raising events for the purpose of furthering FRC’s mission. The committee shall be composed of a Chair and at least three other Junior Board members. Experience in fundraising or special event planning shall be important criteria.
e) Nominating. The Nominating Committee shall meet at least quarterly for the purpose of assessing vacancies and prospecting potential Junior Board members. The Nominating Committee is responsible for presenting candidates to the Junior Board, calling for votes on candidates for the purpose of filling vacancies and facilitating all Junior Board training. The committee shall be composed of a Chair and at least three other Junior Board members.
Article VI – Fiscal Year
The fiscal year of the Junior Board shall be in accordance with FRC. It shall commence on January 1 and end on December 31 yearly.
Article VII – Contracts
No Officer or member of the Junior Board shall have power or authority to bind Family Resource Center by any contract, or engagement to pledge its credit or render it liable financially for any purpose or to any amount unless authorized by FRC and the Executive Committee.
Article IX – Liability
The Executive Committee Officers, Committee Chairs and Junior Board members shall, individually and collectively, be free from civil liability arising from any acts or omissions related to the performance of their duties if such persons acted in good faith for a purpose which they reasonably believed to be in the best interest of Family Resource Center.
Article X – Amendments
These bylaws may be amended only by the Junior Board, which is then responsible for promulgating such amendments. Standing rules not inconsistent with these bylaws, however, may be adopted, amended or repealed by a majority vote at any regular or special meeting of the Junior Board or Executive.