BYLAWS

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BYLAWS OF

THE LOUDOUN COUNTY SENIOR CENTER AT CASCADES

ADVISORY BOARD

 

ARTICLE I:                  NAME

          The name of this organization is the Advisory Board to the Loudoun County Senior Center at Cascades (hereinafter referred to as “Advisory Board”).

ARTICLE II:                 PURPOSE

          The purpose of this organization is to act on behalf of the Loudoun County Senior Center at Cascades (hereinafter referred to as the “Senior Center”) by providing advice, making recommendations, and assisting the Senior Center director and staff in planning, developing, and implementing programs. The Advisory Board will act as an advocate for seniors, assist in publicizing all Senior Center activities including, but not limited to, acquiring financial and/or in-kind donations for activities and programs. All of the foregoing purposes are subject to limitations on the purposes of the Advisory Board as set forth in the Articles of Incorporation.

ARTICLE III:               BOARD OF DIRECTORS

          Directors of the Advisory Board must be Loudoun County residents. The minimum number of directors shall be 15 and the maximum number of directors shall be 20. Directors will be selected to represent the various programs of the Senior Center. Each Director is expected to participate in activities and programs at the Senior Center, and to submit updates on activities and programs to the entire Advisory Board. Members may include Friends of the Senior Center at Cascades, Cascades Senior Center members, and members of the community.

Directors shall be appointed for terms and in the manner set forth in the Articles of Incorporation, specifically, at each annual Board of Directors meeting, existing Directors shall elect succeeding Directors for a term of two years and they may serve no more than two, two -year terms, and may not serve more than two consecutive terms. Once off the board for one year, members may be considered for reelection for another two-year term. Efforts should be made to stagger incoming board members so no more than half go off the board at one time. During any fiscal year, failure of a Director to attend three (3) meetings or failure to participate in at least two (2) activities of any committee to which the Director is assigned, without a valid reason and advance notice, may, at the discretion of the Directors, be cause for removal from the Advisory Board.

The Board of Directors shall comply with the Conflict of Interest Policy attached hereto.

ARTICLE IV:                NON-VOTING MEMBERS

          The Senior Center Manager, or his/her designated representative, shall participate as a non-voting member.

The duties of the Manager of the Senior Center shall be to prepare the monthly agenda, present statistics, and to report on Center activities and future plans.

There may be an Associate Member category. These individuals will serve as volunteers along with regular board members. An Associate Member must be a member of Cascades Senior Center, a volunteer, and will be a nonvoting member of the Advisory Board. They may not chair a committee but may be a full voting member at a committee meeting. Associates are not required to attend board meetings but can attend as observers. They may be invited by the board to participate as a nonvoting member at a meeting or retreat.

ARTICLE V:                 OFFICERS

          The Advisory Board shall have the following officers: President, Vice-President, Treasurer and Secretary. Said officers shall be elected every two years in June of each year. The newly elected Officers will assume official duties July 1st of each year. The term of office for each Officer will be one (2) two-year term in duration. There is no limit on the number of terms an Officer may serve; provided, however, that no Officer may serve in the same office more than two (2) consecutive terms. Notwithstanding this limitation on consecutive terms of office, the initial partial term of Officers elected to serve from the date of incorporation to the first regular election of Officers in June of the year of incorporation (“Initial Officers”), shall not be considered a term of office for purposes of this consecutive term limit, and Initial Officers shall be permitted to serve for this initial period and two (2) consecutive terms immediately thereafter.

An officer wishing to resign from office shall so notify the President, in writing, at least thirty (30) days prior to the effective date of the resignation.

Officers shall attend the meetings of the Advisory Board. Any anticipated absence(s) shall be reported to the Secretary, or to the Director of the Advisory Board, prior to the meeting. Failure of an Officer to attend three (3) meetings per fiscal year without a valid reason and advance notice will be cause for removal from office.

ARTICLE VI – DUTIES OF OFFICERS

President: The duties of the President shall be to preside at all meetings of the Advisory Board; shall direct the business affairs of the Advisory Board; and shall appoint all committees necessary to properly administer the Advisory Board.

Vice President: The Vice-President shall perform the duties designated by the President and shall preside at all meetings when the President is absent.

Treasurer: The Treasurer shall keep full and accurate financial records for the Advisory Board, including but not limited to accounts of receipts and disbursements, fundraising records; shall prepare and deliver a financial report at each meeting of the Advisory Board, and provide a written copy of such report to the Secretary. The treasurer prepares the annual budget with the staff.

The Treasurer shall maintain a checking account in the name of the Advisory Board, and shall deposit all funds of the Advisory Board into such account. Checks drawn on the account shall require the signature of one of the following three authorized officers: President, Vice-President, and Treasurer.

The Treasurer shall be authorized to reimburse any necessary expenditure not to exceed the amount of fifty ($50) dollars which must be approved by the Advisory Board prior to incurring the expense, and shall be reimbursed according to the decision of the Advisory Board.

The Treasurer shall cause the annual IRS Form 990 or 990N to be prepared, submitted to the Board of Directors for approval, and filed with the Internal Revenue Service.

Secretary    The Secretary shall prepare meeting minutes and correspondence as necessary. Shall maintain all documents of the Advisory Board including, but not limited to, the Articles of Incorporation, and these Bylaws and all amendments to these Bylaws; shall maintain the minutes of past meetings of the Advisory Board and a record of Directors’ attendance at such meetings; and shall prepare all correspondence on behalf of the Advisory Board.

ARTICLE VII –FISCAL YEAR   

The fiscal year for the Advisory Board will be from July 1 through June 30 of each year.

ARTICLE VIII—MEETINGS

Regular Advisory Board meetings will be held on the 4th Thursday of each month at 10:00 a.m., or as necessary. The meetings will be held at the Loudoun County Senior Center at Cascades unless otherwise arranged. Special meetings may be called as necessary by the Presiding Officer. No meetings will be held in the months of July and August.

ARTICLE IX–QUORUM AND VOTING

A quorum for the transaction of Advisory Board business shall be a simple majority, one more than half of the Advisory Board members. Actions of the Advisory Board may be taken upon the affirmative vote of a simple majority of the Directors present at any meeting at which a quorum is present.

ARTICLE X—COMMITTEES

The president may form committees as needed, and shall appoint the chair of each committee. Standing committees are as follows: Executive Committee, Governance Committee, Fund Development Committee, and Communications Committee.

The Executive Committee shall include all Officers of the Advisory Board, the committee chairs of key committees as designated by the President, and the Manager of the Senior Center. The Planning Team will be a part of this committee. The Executive Committee shall frame issues, and plan the meeting agenda for Advisory Board meetings.

The Governance Committee will determine needed membership skills for directors of the Advisory Board; identify, recruit and nominate candidates for the Advisory Board, with nominations to be presented at the meeting of the Board in May of each year; monitor Advisory Board operations, and make recommendations regarding amendments to these Bylaws.

The Fund Development Committee will identify and partner with businesses, community leaders and volunteers to raise funds to support the Senior Center. The Curio Cabinet Team, independently run, is a part of this committee.

The Communications Committee will promote Senior Center activities in public venues, including Senior Center newsletter articles, communicate the ideas and concerns of Senior Center participants to the Advisory Board as a whole, and plan strategies to advise community members of the services and programs available at the Center. The Sunshine Team, a part of this committee, will provide support for Senior Center participants who are ill or managing major life changes, and will recommend and plan appropriate methods of improving the spirits of participants in need.

ARTICLE XI—DISSOLUTION

In the event of the dissolution of the Advisory Board, all assets, after expenses, will be donated to the Senior Center, subject to the limitations relating to the corporation’s tax exempt status set forth in Article VIII of the Articles of Incorporation.

ARTICLE XII—PARLIAMENTARY AUTHORITY

The    Advisory Board will abide by, and conduct meetings according to, Robert’s Rules of Order.

ARTICLE XIII             AMENDMENT OF BYLAWS

The Bylaws of the Advisory Board may be amended by affirmative vote of two-thirds (2/3) of the total number of Directors seated at the time of amendment. The amendment of Bylaws may be conducted at any regularly scheduled meeting, providing that notice of such amendment has been given at the previous regularly scheduled meeting.

ARTICLE XIV—ADOPTION

These Bylaws were adopted by a vote of two-thirds (2/3) of the present Directors of the Advisory Board.

Date of adoption: April 25, 2013
Amended December 4, 2014
Article X Amended October 22, 2015
Article IV Amended February 18, 2016
Article IX Amended April 19, 2016