Mineral Wells Center of Life
ARTICLE I – NAME
The name of this organization will be Mineral Wells Center of Life.
ARTICLE II- LOCATION
The principle place of activity of this organization shall be in and around the City of Mineral Wells, serving Palo Pinto County and all of Texas.
ARTICLE III - PURPOSE
The purpose of Mineral Wells Center of Life is to develop and provide education, counseling, information, services and referrals for adults and children. Mineral Wells Center of Life offers parenting, health and nutrition classes and social services.
The purpose of Mineral Wells Center of Life is primarily for providing support (without regard to the beneficiaries ability to pay) to: elderly persons, including the provision of recreational or social activities and facilities designed to address the special needs of elderly persons; or the handicapped, including training and employment in the production of commodities or in the provision of services of 41 U.S.C. Sections 8501-8506. (Amended April 19, 2018)
ARTICLE IV - BOARD OF DIRECTORS
Section 1. The affairs of the organization shall be under the control of a Board of Directors composed of eleven members. (Amended January 24, 2019)
Section 2. The Board of Directors shall be responsible for the hiring of the Executive Director who shall have general supervision and oversight of the operation of Mineral Wells Center of Life, accountable to the Board of Directors.
Section 3 The Board of Directors, along with the Executive Director, shall be responsible for determining policy, maintaining equipment and property, and providing, expending and accounting for all funds.
Section 4. Nominations to and elections of members to the Board of Directors will be made at the regular Board meeting in February. The Nominating Committee shall present a proposed slate of new Directors and members to the Board. Any regular Board member may make Independent nominations. New members will be elected by a majority vote of the members of the Board who are present at the time of the election. The Nominating Committee will wait a minimum of three working days following the election to notify the newly elected members. If any Board member knows of any reason a person should not be considered for membership, they shall notify the Chairperson of the Nomination Committee within three days following the meeting. Irregular elections to fill Director Vacancies may occur at such time the existing Board of Directors, by a simple majority vote, may deem it necessary or appropriate to do so. If the Board meeting during the month of a scheduled Directors election does not contain a quorum, the elections will be postponed to the next subsequent Board meeting where a quorum exists. Newly elected members of the Board of Directors will assume duties beginning with the May Board meeting.
Section 5. Members completing a term may be nominated and elected to another term. If an irregular election is held to fulfill a term, the new member will serve the term of the person who resigned. Membership will be for staggered three-year terms.
Section 6. The regular meeting of the Board of Directors shall be held monthly or as necessary to carry on business. Special meetings shall be held at the discretion of the Board of Directors or upon an emergency call by the Board President. The Board shall designate by mail or phone at least three days in advance the time and place of all meetings. Five members of the board shall constitute a quorum. A proxy shall not count toward the quorum.
Section 7. After missing five meetings in one calendar year, a Board member will be contacted by the President to determine if continued membership is appropriate.
Section 8. The Board of Directors shall elect an Executive Committee (Article V, Section 1) which shall be authorized to meet between meetings of the Board or in lieu of the Board if a quorum is not available, and shall be authorized to conduct any and all matters of business which the board itself can conduct, except that it shall not have the authority to elect members of the board, officers of the board or hire or dismiss the Executive Director, to amend or change the Articles of Incorporation or Bylaws.
Section 9. The Board may remove any member of the Board by a two-thirds vote of the members present at any regular or called meeting of the board.
ARTICLE V - OFFICERS
Section 1. The officers shall consist of President, Vice President, Secretary, Treasurer, and Past President.
Section 2. The Nominating Committee shall elect a slate of one or more candidates for each office to be filled. The Nominating Committee shall send the slate to each board member prior to the February board meeting. Independent nominations may be made in writing by a Board member and shall be announced with the Nominating Committee slate. Officers shall be elected by a majority of the Board members present at the April meeting. The officer election will occur at the beginning of the next monthly meeting where a quorum does exist. If elections are delayed until after May 1, newly elected officers will take office immediately at the election conclusion. Existing officers will maintain their position until such time the election occurs. For tenure purposes, newly elected officers will be considered to have taken office May 1, so as to complete their one-year term of office on April 30.
Section 3. The President shall be the Executive Officer, shall preside at meetings of the Board and Executive Committee. The President shall be authorized to create such Committees as are deemed necessary and shall assign their duties.
Section 4. The Vice President shall assist the President and assume the duties of the President in her or his absence. The Vice President shall chair the Fund-raising Committee.
Section 5. The Building and Grounds Committee shall consist of a minimum of three Board members, the President shall appoint the chair, and the chair shall appoint the other members. Responsibilities shall include overseeing the buildings and grounds of Mineral Wells Center of Life. Providing maintenance and recommendations to the Board. The Buildings and Grounds Committee shall serve for one year from May 1 to April 30.
Section 6. The President shall appoint other Committees as needed for special studies or activities. These Committees shall remain intact until the committee mission is completed.
ARTICLE VI - FISCAL POLICIES
Section 1. The fiscal year shall begin January 1 and conclude December 31.
Section 2. The books and accounts of Mineral Wells Center of Life shall be approved by the Board of Directors and kept in accordance with Generally Accepted Accounting Principle and policies as determined by the Board of Directors. No Committees or individuals of Mineral Wells Center of Life will open any fund account or incur any indebtedness or financial obligation without approval of the Board of Directors. At the end of the fiscal year, a copy of the annual financial report shall be distributed to each member of the Board of Directors.
Section 3. Indemnification. Any person made party to any civil or criminal action, suit or proceeding by reason or the fact that he/she, his/her testator or intestate, is or was director, officer or employee of the Corporation, shall be indemnified by the Corporation against the reasonable expenses, including, without limitation, attorney’s fees and amounts paid in satisfaction of judgment or settlement, other than amounts paid to the Corporation by him/her actually and necessarily incurred by or imposed upon him/her in connection with, or resulting from the defense of such civil or criminal action, suit or proceeding, unless such officer, director, or employee shall have been guilty of negligence or misconduct in respect of the matter in which indemnity is sought. Any amount payable pursuant to this section may be determined and paid, at the option of the person to be indemnified pursuant to procedure set forth from time to time in the Bylaws or by any of the following procedures:
(a) Order of the court having jurisdiction of any civil or criminal action, suit or proceeding;
(b) Resolution adopted by a majority of a quorum of the Board of Directors of the Corporation without counting such majority or quorum any interested director, or;
(c) Order of any court having jurisdiction over the Corporation. Such right of indemnification shall not be exclusive of any other right which such officers, directors, and employees of the Corporation, and the other persons above mentioned, may have or hereafter acquire and, without limiting the generality of such statement, they shall be entitled to their respective rights or indemnification under any provision of the Articles of Incorporation or Bylaws, agreement, provision of law or otherwise as well as their rights under this section.
ARTICLE VII- AMENDMENTS
The Bylaws may be amended by a two-thirds vote of the members present and voting at any regular meeting of the Board of Directors, provided that each Board member has been notified of the proposed amendment prior to the date of the meeting.
Section 1. The Secretary shall be responsible for the minutes of the Board of Directors and the Executive Committee. The Secretary shall ensure that a correct list of the names and addresses of all directors is maintained. The Secretary shall ensure that proper notification is given of all Board meetings.
Section 2. The Treasurer shall be familiar with the financial structure of the organization. The Treasurer, along with the Executive Director, shall prepare an annual budget to be presented to the Board of Directors prior to November 30, for approval. The Treasurer shall present financial statements monthly at Board meetings. The Treasurer shall chair the Finance Committee.
Section 3. The Past President, at the discretion of the President, shall assist as an advisor.
ARTICLE VIII- COMMITTEES
Section 1. The Executive Committee shall consist of the President, Vice President, Secretary, Treasurer and Past President. A quorum shall consist of any three members of the Executive Committee. The executive Committee shall have the power to conduct any and all business of the Board except as noted in Article IV, Section 8.
Additional responsibilities of the Executive Committee include:
1. Approving the job description and qualifications for the Executive Director
2. Approving personnel policies for staff members.
3. Performing the task necessary to hire, evaluate, and dismiss the Executive Director subject to Board approval.
Section 2. The Nominating Committee shall consist of a minimum of three Board members, and shall be chaired by the Vice President, who will appoint the other members. They shall have the responsibility to prepare a slate of candidates for Directors and Officers of the Board. The Committee shall obtain the consent of each individual nominated for an office in advance of nomination. The Nominating Committee shall serve for one year from May 1 to April 30.
Section 3. The Finance Committee shall consist of a minimum of three Board members and shall be chaired by the treasurer who will appoint the other members. Responsibilities shall include reviewing the annual budget, grant proposals and potential fund raising events and making recommendations to the Board. The Finance Committee shall serve for one year from May 1 to April 30.
Section 4. The Fund Raising Committee shall consist of a minimum of three Board members and shall be chaired by the Vice President who will appoint the other members. Responsibilities shall include establishing fund raising policy and nominating for Board approval volunteers to chair fund raising events. The Fund Raising Committee shall serve for one year from May 1 to April 30.
ARTICLE IX- DISSOLUTION
Upon the dissolution of the organization, assets shall be distributed for one or more exempt purposes within the meaning of section 501 (c) (3) of the Internal Revenue Code, or corresponding section of any future federal tax code, or shall be distributed to the federal government, or to a state or local government, for a public purpose. Any such assets not disposed of by a Court of Competent Jurisdiction of the county in which the principal office of the organization is then located, exclusively for such purposes or to such organization or organizations, as said Court shall determine, which are organized and operated for such purposes. (Amended and Adopted, April 19, 2018)
ARTICLE X- EX-OFFICIO BOARD
The President of the Board, subject to the approval of the Board of Directors may appoint
Honorary and Ex-Officio members to the Board of Directors who shall attend meetings of
the Board and take part in its deliberations; but shall not have the right to vote.
(Amended Adopted September 10, 2015)