BYLAWS

UNITED WAY
OF THE GREATER CLARKSVILLE REGION, INC.

Approved March 2, 2006

NAME

The name of this organization shall be the UNITED WAY OF THE GREATER CLARKSVILLE REGION, INC. (serving Montgomery, Houston and Stewart Counties).   For convenience, it will be referred to herein as United Way GCR.

ORGANIZATION AND PURPOSE

Section 1.      Organization

United Way GCR is a voluntary organization of health and human welfare and development services, community organizations and representatives of the general public, without regard to race, color, creed, age, gender, religion, or disabling conditions, providing leadership, administrative and other central services and resources to fulfill its purpose.

Section 2.      Purpose

The purpose of the United Way GCR is to improve people’s lives by mobilizing the caring power of our community.  To fulfill this purpose, the objectives of the United Way GCR are:

1. To secure adequate funds for the support of eligible local health and human welfare and development service programs by conducting an annual joint, concurrent, united community-wide campaign.
2. To provide the training, leadership and informational resources to community volunteers vested with the task of determining which services shall receive financial support through the annual united campaign and the extent to which this support shall be given.
3. To study the health and human service needs and issues of the community, and provide the leadership to promote and establish cooperative efforts aimed at addressing those needs and issues through developing and maintaining a constructive network of effective programs and services in the community which will provide the maximum efficiency and economy compatible with sound standards of administration and fiscal accountability.
4. To promote public understanding and support of this program, and to stimulate voluntary participation therein.

 

MEMBERSHIP

Under criteria as provided herein, and subject to the terms and conditions hereinafter set out, membership in United Way GCR shall be available to:

Section 1.      Community Members

Individuals and organizations in the community making a documentable donation of at least $100.00 during that fiscal year.

Section 2.      Partner Agencies and Organizations

Public and private operating agencies and organizations engaged in providing a program of health and human welfare and development services, including character building, and recreational services, which meet and maintain the requirements of eligibility and the criteria and standards of admission and partnership status as set forth in Articles IV and V of these Bylaws and the United Way GCR application forms and contract.

 

 

ADMISSION TO AGENCY PARTNERSHIP STATUS

Organizations shall apply for agency partnership status with United Way GCR and be approved by the Board of Directors subject to the recommendation of the Admissions Committee and the following standards of admission and partnership:

Section 1.  Standards of Admission

1. The organization or agency must perform a needed service through the operation of an ongoing program in the field of health and human welfare and development within the boundaries of Houston, Montgomery and Stewart Counties, Tennessee, the geographic area served by the United Way GCR.
2. The organization or agency must have a local presence in the geographic service area of United Way GCR, which area encompasses Houston, Montgomery and Stewart Counties, Tennessee.  Local presence is defined as:
   1. having a staffed facility, office, or portion of a facility dedicated exclusively to the work of that organization located in Houston and/or Montgomery and/or Stewart County; or
   2. having such local facility, staff or volunteers available to the public seeking its services at least 20 hours a week; and
   3. having a local telephone dedicated exclusively to the organization.
3. A partner agency must have a voluntary Board of Directors with local representation consisting of responsible individuals who have reasonable and active control over its operation and whose officers are not paid employees of the agency.
   
4. The agency must be incorporated as a non-profit organization in the State of Tennessee and register annually with the Division of Charitable Solicitations, or provide proof of exemption from such annual registration.
5. The organization must be a tax-exempt, non-profit organization under 26 U.S.C.  501 (c)(3) of the Internal Revenue Service Code and to which contributions are tax deductible pursuant to 26 U.S.C. 170. 
6. The organization must operate in compliance with and maintain its facility(ies) in accordance with all applicable local, state, and federal laws, regulations and codes.  Each organization is responsible for knowing which laws, regulations and codes are applicable to it and its operations.
7. The organization must, by written contractual agreement, accept the purpose of United Way GCR, as set forth in Article II of these Bylaws, and agree to abide by the standards of admission and partnership, as set forth in Articles IV and V of these Bylaws and the United Way GCR application forms and contract, understanding and agreeing to the consequences of non-compliance set out therein.

Section 2.  Application for Admission

1. An organization desiring to attain partnership status and be eligible to receive support through the United Way GCR shall request an application packet in writing and submit the application and all required accompanying documentation for admission to United Way GCR no later than January 31 of each year.  Such applications shall include, but not be limited to the following:
   1. A statement that the governing board or other policy-making body of the applicant is familiar with the provisions of the Bylaws of United Way GCR, has voted to apply for partnership status, and agrees to cooperate with the United Way GCR and other partner agencies in furthering the purposes and objectives of the United Way GCR.
   2. A detailed statement about the organization, including, but not limited to its:  history and age; mission statement and purpose; an accurate description of its past and current programs and services in Houston and/or Montgomery and/or Stewart County; and its desires and plans for future activities and/or programs.
   3. Information on the organization’s annual and long-term goals and objectives for their program and/or services, including detailed data on the population served and outcome measures showing the scope and volume of such services, levels of benefits derived by those served and results obtained by the organization’s program and/or services.
   4. Complete financial information for the organization, including, but not limited to:
      1. its most recent certified external audit and management letter for organizations with revenues in excess of $100,000 annually; or, for organizations with annual revenue totaling less than $100,000, its most recent Financial Review conducted by an independent public accounting firm in accordance with the standards of the American Institute of Certified Public Accountants (AICPA); 
      2.  the most recently completed IRS Form 990
      3. a detailed statement of its current assets and liabilities;
      4. full financial statements, including all revenue sources and expenditures, for the last three fiscal years (if the organization has not existed for three years, full financial statement for the years or year immediately preceding the application submission must be provided, if it has, in fact, existed for at least one year); and,
      5. the proposed budget for the upcoming fiscal year, approved in writing by its governing body.
   5. A list of the names, affiliations, and addresses of its current officers and directors.
   6. A list of contributors and amounts contributed during the previous year and the current year to date.  If such a list is not available, an explanation of its unavailability shall be provided.
   7. A copy of the most recent determination letter from the District Director of the Internal Revenue Service, or from another appropriate official of the Service, showing the organization is tax exempt under 26 U.S.C. 501(c)(3) and that contributions made to it are tax deductible pursuant to 26 U.S.C. 170, and a signed certification that the organization’s tax exempt status has not changed or been revoked.
   8. A copy of the organization’s policy or signed statement affirming that it is the policy of the applicant not to discriminate on the basis of race, creed, color, age, gender, religion, or disabling conditions in its employment practices or in rendering its services and a signed statement certifying that its practice in regards to its personnel and in rendering these services is in conformation with this.
   9. A statement that the organization will not contribute to any organization or organizations operating in the geographic service area of United Way GCR, nor will it contribute to any organization or organizations operating in other areas, without express written consent of United Way GCR.
   10. An agreement that those engaged in the work of the organization will actively participate in the United Way GCR campaign, perform those services called for by United Way GCR, providing such requests for services are reasonable, and work in cooperation with the United Way GCR and partner agencies to address community needs and issues in the most effective, efficient manner possible.
2. An organization desiring to attain partnership status shall submit with its application forms the completed, signed and dated original copy of the partnership contract with the United Way GCR, certifying the organization’s understanding and intention to comply with all standards and requirements of this partnership. 

AGENCY PARTNERSHIP REQUIREMENTS, RIGHTS,

PROBATION AND TERMINATION

Section 1.  Agency Partnership Requirements

Upon admittance to partnership status, an agency shall submit all documentation when and as required and maintain all standards and requirements of that partnership as set forth herein and in its contract with the United Way GCR.

1. All partner agencies receiving support from the United Way GCR shall agree each year, in writing, signed by the appropriate official and submitted by the annual application deadline, which shall be set by the United Way GCR no later than March 15:

 

1. To accept the apportionment of funds made to it by the Budget and Allocations Committee of United Way GCR and approved by its Board of Directors. 

2. Not to conduct or allow to be conducted for its benefit, any separate or organized fundraising campaign within the boundaries of Houston, Montgomery and Stewart Counties, Tennessee, the geographic service area of United Way GCR, from August 1 through October 31 of each year for any purpose without the prior written approval of the United Way GCR.  The United Way GCR shall determine the manner of solicitation, collection, and the purpose for which the funds shall be used.  A breach of this provision shall operate as a forfeiture of such agency's interest in or claim to any current or future allocations from United Way GCR.  The extent and conditions of such forfeiture shall be determined by the Board of Directors of the United Way GCR.

3. To abide by the “Criteria for Outside Fund Raising by United Way GCR Partner Agencies” included in the annual reporting and funding request and review forms.

4. To maintain a responsible Board of Directors with local representation, which shall meet at least four times a year, and representatives of which shall meet at least once during each year with officials of United Way GCR during the Budget and Allocations process, which shall be scheduled between the first day of January and the thirtieth day of June, to review and discuss its programs and services, any plans for changes or expansions of such programs and services, how funding support from United Way GCR was utilized in the previous year and its funding request and purposes of that request for the coming year, and to discuss problems, make suggestions, and promote the purpose of United Way GCR.  Any deviation of use of funds allocated by the United Way GCR must be approved in advance by the Board of Directors of United Way GCR.  Use of any funding for purposes not previously approved shall result in such funding being returned to United Way GCR.

5. To file with United Way GCR within six (6) months after the end of the agency's fiscal year, and otherwise upon request, a certified copy of an independent audit of its financial statements and any accompanying management letter; or, for organizations with annual revenue totaling less than $100,000, a Financial Review conducted by an independent public accounting firm in accordance with the standards of the American Institute of Certified Public Accountants (AICPA).

6. To submit to United Way GCR, in addition to all required annual reporting forms and financial statements all reasonable information concerning finances, programs, etc., in such form as the Board of Directors or Budget and Allocation Committee may require.

7. To submit its records and make its facility available for inspection upon request of United Way GCR or the Budget and Allocations Committee.

8. In order to prevent duplication of services and benefits and effectively utilize the community’s financial resources apportioned to it by United Way GCR, partner agencies agree:

   1. To cooperate with other organizations and use to the fullest extent possible all social service exchange opportunities as may be available, particularly if the agency offers financial aid, case work and medical care services.
   2. Partner agencies planning or undergoing changes in mission, substantial changes or expansions in services, or collaborative efforts are encouraged to discuss such plans and changes with United Way GCR to ensure the effective coordination of services throughout Houston, Montgomery, and Stewart Counties.
9. To identify itself in every practical manner throughout the year as a partner agency and recipient of United Way GCR support to the public and in the media, verbally and through the display of the United Way brandmark/logo on its property, offices, stationery, brochures, publications, mailings, etc., and through any other procedure which would be mutually beneficial in the promotion of the United Way GCR and the annual campaign.
10. To participate actively in the United Way GCR campaign, including, but not limited to public presentations and meetings, and conducting an in-house United Way GCR campaign.
11. To abide by the rules and regulations of United Way GCR and such other rules as are mutually agreed upon between United Way GCR and its partner agencies as essential to an effective understanding and working relationship between the organization and its board and United Way GCR.
12. To cooperate and collaborate with United Way GCR, partner agencies and other organizations and agencies in promoting efficient, economic and effective community services.
13. Any deviation by a partner agency from these Bylaws, and Article V in particular, unless otherwise noted, may result in the suspension or termination of funding at the discretion of the Board of Directors of the United Way GCR.

 

Section 2.      Agency Partnership Rights

In addition to the United Way GCR’s agreements with partner agencies, community members and principles set forth in Article VI of these Bylaws, each partner agency in good standing shall be allowed:

1. to designate one (1) “member delegate,” to represent and vote on behalf of the partner agency at all annual and special meetings of the United Way GCR membership

2. the use of the United Way GCR’s brandmark in accordance with the rules and guidelines established by the United Way of America and conveyed to them by personnel of the United Way GCR;

3. to vote through their designated “member delegate” on Bylaw amendments proposed by the Board of Directors of the United Way GCR;

4. to receive, upon request, a copy of the annual reports, audits, and 990 of the United Way GCR

5. access to information contained in community surveys and/or needs assessments conducted by the United Way GCR; and

6. to participate in community planning efforts in collaboration with the United Way GCR.

Section 3.      Probation and Termination of Agency Partnership

 

In order to maintain the integrity of the United Way GCR and its partner agencies within the community, all partner agencies are expected to operate in compliance with the criteria, terms, and requirements of its partnership contract with the United Way GCR at all times.  Enforcement of probation and termination policies shall be determined by the United Way GCR Board of Directors on a case-by-case basis and any waiver that may be granted of any requirement shall not obligate the Board of Directors to approve a similar waiver in the future.

1. Probation of Agency Partnership Status

   1. Any agency determined not to be in compliance of its partnership contract with United Way GCR shall be placed on probationary status by simple majority vote of the United Way GCR Board of Directors present at any meeting, such probation to include withholding of funding distributions until the agency has been determined to be in compliance.  The agency shall be provided written notification by the United Way GCR Board of Directors to commence the ninety (90) day probationary period, such communication to include notification that if the agency is determined to be out of compliance again within a one-year period it would constitute automatic termination of its partnership with United Way GCR.
   2. Agencies placed on probation shall be allowed a maximum of ninety (90) days to come into compliance.  The failure by an agency to meet these terms shall operate as a forfeiture of its undistributed funding for the remainder of that funding cycle.  The Board of Directors of the United Way GCR may, at its discretion, extend the probationary period should it determine the agency is making a good faith effort to come into compliance.
   3. Should any agency be determined to be out of compliance with its contract with the United Way GCR more than once during any one-year period, such determination shall constitute automatic termination of that agency’s partnership status.  The agency shall be provided written notification by the United Way GCR Board of Directors of the termination of its partnership in accordance with the provisions of these Bylaws.
2. Termination of Agency Partnership

1. A partner agency may terminate its contract with United Way GCR with cause upon receipt of formal, written notification from the Chief Professional Officer and Chief Volunteer Officer of the agency no less than sixty (60) days prior to the effective date of the termination.  In consideration of the United Way GCR expenditures and efforts to promote partner agencies during the annual campaign and of the scheduling of the annual agency review and funding cycle, any such termination that is effective at any time other than between May 15 and June 15 of each year shall constitute a forfeiture of such agency’s interest in or claim to any funding which may have been designated to it through the conduct of that year’s annual United Way GCR campaign.
2. The United Way GCR Board of Directors may terminate its partnership with any agency for its failure to comply with the requirements for partnership as stated in these Bylaws and in their contract with United Way GCR, or for conduct detrimental to the best interest of the United Way GCR or of the community.   Such action shall be taken by a vote of two-thirds of the Board of Directors, provided that the partner agency in question has received at least thirty (30) days written notice of the charges from the Board of Directors, and has been granted a reasonable opportunity for a hearing.
3. Regardless of the reason for or method of termination, if termination of an agency partnership occurs at any time other than between May 15 through June 15, the United Way GCR Board of Directors shall decide the amount of any funding, if any, which is to be distributed to the terminated partner agency. 
4. Terminated partner agencies are precluded from applying for re-admittance for one (1) year, regardless of the reason for or method of termination.

 

UNITED WAY AGREEMENTS WITH PARTNER AGENCIES,
COMMUNITY MEMBERS AND PRINCIPLES

United Way GCR in its agreement with United Way GCR partner agencies, community members, participants, and in its service to the community at-large shall bind itself:

1. To maintain a responsible, local Board of Directors which shall meet at least four times a year.
2. To keep its regular books of accounts open to inspection by the head or other appropriate representatives of any United Way GCR member or partner agency.
3. To agree that all recommendations and decisions of the Budget and Allocation Committee shall be subject to final approval by the Board of Directors.
4. To inform United Way GCR partner agencies promptly of special problems confronting United Way GCR when such problems could potentially affect the partner agencies.
5. To provide a hearing before the United Way GCR Board of Directors on any matter, at the written request of any United Way GCR partner agency.  Said meeting shall be held as soon as is practicable.
6. To utilize as fully as practicable the specialized resources available to the United Way GCR regarding determination of the needs of the community, the allocations to United Way GCR partner agencies, planning initiatives and other appropriate matters.
7. To respect the autonomy of the United Way GCR partner agencies.
8. To promote the identity of each partner agency in its relationship to the public.
9. To distribute funds allocated to United Way GCR partner agencies on a basis decided on by the United Way GCR Board of Directors.
10. In general, to permit partner agencies to accept unsolicited funds for capital needs and equipment, to accept endowments and bequests, and not to deduct the amount of such donations from the agency's United Way GCR allotment.
11. To provide donors to the United Way GCR the option of designating a portion or all of their contribution to any partner agency of the United Way GCR, such option not to supersede specific policies regarding designations which have been or may be established for leadership giving programs. 
12. To distribute designated donations only to partner agencies and United Ways to utilize the community’s resources in the most effective manner possible for the benefit of the community served by the United Way GCR.

MEETING OF MEMBERS

Section 1.      Annual Membership Meeting

The members of United Way GCR, as defined in Article III, and the appropriate officials of its partner agencies shall meet annually, such meeting to be held prior to the end of the first quarter of each calendar year, the specific date and location to be determined by the Board of Directors of United Way GCR for the election of directors and officers, and to receive reports and to transact any other business presented at the meeting.  Due notice of any such meetings must be given by an advertisement in a local newspaper of general circulation at least ten (10) days prior to the day of the meeting.  Notice to agency partners shall likewise be given by mail, at least three (3) weeks prior to the date of such meeting.

Section 2.  Special Meeting of Members

Special meetings of the membership may be held on call of the Board of Directors of the United Way GCR and the said Board shall call such special meeting of the membership upon receipt of written petition of at least 100 members in good standing, as defined in Article III.  Notice of any such meeting must be given by advertisement in a local newspaper of general circulation at least ten (10) days prior to the day of the meeting.

Section 3.      Quorum and Voting

At all meetings of the membership of the United Way GCR, the presence of twenty-five (25) members shall constitute a quorum for the transaction of business, and any act of a majority of those in attendance at a meeting at which there is a quorum shall be adopted.

BOARD OF DIRECTORS

Section 1.      Powers and Duties

The management and administration of the affairs of United Way GCR shall be under the supervision of a Board of Directors.  The Board of Directors shall have the control and management of the affairs and property of the organization and be responsible for strategic leadership, resource and relationship management, stewardship of United Way GCR assets, and reputation building and advocacy on behalf of the United Way GCR in the community.  The Directors may delegate certain of their duties to the officers and employees of the organization.  In addition to the powers expressly conferred upon them by these Bylaws, the Board of Directors may exercise such powers and do such lawful acts and things as are not otherwise required to be exercised or done by the Members or officers. 

The powers and duties of the Board of Directors shall include the following:

1. To transact the business of United Way GCR between meetings of the membership.

2. To supervise the work of the Executive Director, selected as provided in Article XI hereof.

3. To take all necessary steps to insure the achievement of the purposes listed in Article II hereof.

4. To audit existing partner agencies, impose probation or terminate for cause, and accept or refuse for partnership agency applicants.

5. To make the annual allocations to agencies after a review of the recommendations of the Budget and Allocations Committee; to approve supplements or revisions of these allocations as prove advisable and necessary during the ensuing funding cycle; and to make other expenditures or financial agreements as are deemed desirable and necessary in the conduct of the affairs of United Way GCR.

6. To establish committees to work within United Way GCR, and determine their purposes, organization, and activities.

7. To fill, for the balance of the unexpired term, any vacancy that may occur in the Board of Directors and officers of United Way GCR.

8. To make agreements with non-member organizations for participation in solicitation and educational campaigns.

9. To review the Bylaws of the organization in odd numbered years, or at such time as deemed necessary by committee as appointed by the President.

           
Section 2.      Number, Term of Office, Composition and Election

The Board of Directors shall consist of no fewer than 18 and no more than 24 members, which membership shall include representation from each county within the United Way GCR geographic service area.   One-third of the board members shall be elected each year at the annual meeting of the membership, for terms of three years each, and until successors have been elected.  No person shall be eligible to succeed himself/herself as director after the completion of two full three-year terms until an interval of at least one year has elapsed.  Directors must be a member in good standing of the United Way GCR as defined in Article III, Section 1, of these Bylaws and shall financially support the organization with an annual gift.  Employees of partner agencies of the United Way GCR are ineligible for membership on the Board of Directors unless otherwise approved by the Board.   

Attendance at Board Meetings is expected of all Directors, and three (3) consecutive, unexcused absences from regularly scheduled meetings may, at the discretion of the Board of Directors, be considered as a resignation or cause for removal.

Section 3.      Removal of a Director

A member of the Board of Directors may be removed from office by a vote of the majority of the Board of Directors at any meeting where a quorum is present.

Section 4.      Compensation and Reimbursement

Directors shall be volunteers and shall not receive any compensation for their service.  The Directors may, by vote of the Board, authorize the reimbursement of expenses of a Director to attend regional or national United Way leadership conferences, special training sessions and/or meetings.

 

Section 5.      Board of Directors Meetings

1. Regular Meetings.  The Board of Directors shall hold meetings at such time and place as it may fix.  The board will meet three times during the year in addition to the annual membership meeting.

2. Special Meetings.  The board shall hold special meetings upon call of the president or upon written request from five (5) of its members, such meeting to be held no later than ten (10) business days after receipt of the request.  All board members shall be given notice of special called meetings at least three (3) business days prior to the date of said meeting.

3. Quorum and Voting.  The presence of one-third of the minimum membership of the Board of Directors of the United Way GCR shall constitute a quorum, and any act of a majority of those in attendance and voting at a meeting at which there is a quorum shall be adopted.  Should a quorum not be present at a meeting, voting may be done via email, telephone, or fax, on the condition that all voting members must be contacted.

 

Section 6.      Conflict of Interest 

Members of the Board of Directors who are on the board of a partner agency or agency seeking admission may not participate in any discussion or vote on any action concerning said agency.  Any such conflict of interest shall be disclosed by the Board member prior to such discussion or vote.

OFFICERS OF THE ORGANIZATION

Section 1.      Number, Election and Term of Office
 

1. The officers of this organization shall be a President (Chief Elected Officer), a Vice-President, the Campaign Chair, a Secretary, and a Treasurer, all of whom shall be members of the Board of Directors.
2. The officers of the organization shall be elected by the Board of Directors at the annual membership meeting.
3. All officers shall be elected for a term of one year, which term will begin on the date of the annual membership meeting, and shall serve until their successors are elected at the next annual meeting.

 

Section 2.      Duties of the Officers of the Organization

The duties of the officers shall be as follows:

1. President (Chief Elected Officer):  shall preside at all meetings of the Board of Directors, meetings of the Executive Committee, and meetings of the membership; appoint all committees unless otherwise directed by the board; call special meetings of the membership, the board of directors, or United Way GCR committees whenever he/she deems it necessary, or upon written request of one hundred (100) or more members in good standing as defined in Article III of these Bylaws, five (5) members of the Board of Directors, or two (2) members of a committee. The President shall serve as Co-Chair of the Budget and Allocations Committee. 
2. Vice President:  shall perform the duties of the President in the event of his/her absence, resignation, or inability to perform his/her duties.  The Vice President shall serve on the Campaign Cabinet and as Co-Chair of the Budget and Allocations Committee.
3. Campaign Chair:  shall plan and execute the campaign and appoint the Campaign Ambassador.   The Campaign Chair shall perform the duties of the President in the event of absence of the President and Vice President.
4. Secretary:  shall be responsible for recording the minutes of meetings and maintaining records of this organization.
5. Treasurer:  shall have oversight of management of the funds of the organization and serve as a resource to the United Way GCR staff and the Board of Directors.

COMMITTEES OF THE ORGANIZATION

There shall be seven (7) standing committees of United Way GCR:  (1) the Executive Committee; (2) the Campaign Cabinet; (3) the Budget and Allocations Committee; (4) the Admissions Committee; (5) the Nominating Committee; (6) the Bylaw Committee; and (7) the Audit Committee.

Section 1:      Executive Committee

The five (5) officers plus three (3) other board members elected by the Board of Directors at the annual meeting of the membership shall constitute the Executive Committee.

The Executive Committee shall function in the place of the Board of Directors between meetings of that body. 

The presence of one-half of the membership of the Executive Committee shall constitute a quorum, and any act of a majority of those in attendance and voting at a meeting at which there is a quorum shall be adopted.  Should a quorum not be present at a meeting, voting may be done via email, telephone, or fax, on the condition that all voting members must be contacted.

All action taken by the Executive Committee shall be reported to the Board at its next meeting.

 

Section 2.      Campaign Cabinet

The Campaign Cabinet shall consist of a Chair, the Campaign Ambassador, the previous campaign chair, the Vice President and as many other members as deemed necessary by the Chair.  The duties of the Campaign Cabinet shall be:

1. To provide assistance to the Campaign Chair, as required, to develop the plans and organization for the campaign.
2. To actively participate in the execution of the campaign plans
3. To serve as an ambassador for the United Way GCR and an advocate to promote the purpose, success and growth of the organization and the annual campaign.
4. To provide recommendations on improving the campaign and organization to the Campaign Chair, Board of Directors, and staff of the United Way GCR and carry out other activities, as approved, which pertain to the improvement of the United Way GCR.

Section 3.      Admissions Committee

The Admissions Committee shall be composed of the chairs of the three (3) Admissions Sub-Committees, which Sub-Committees shall be established annually, one each in Houston, Montgomery and Stewart Counties, which comprise the geographic service area of United Way GCR.  The Admissions Sub-Committee in each county shall consist of at least five (5) members appointed by the President to represent the interests of the citizens of their county.  

Employees of partner agencies of the United Way GCR are ineligible for membership on the Admissions Committee or the Admissions Sub-Committees.  

The Admissions Committee shall make recommendations relative to applications for partnership based upon the recommendations of the Admissions Sub-Committees and upon the request of the Board of Directors.

Section 4.      Budget and Allocations Committee

The Budget & Allocations Committee shall be composed of three (3) subcommittees, which Sub-Committees shall be established annually, one each in Houston, Montgomery and Stewart Counties, which comprise the geographic service area of United Way GCR.  The Budget and Allocations Committee shall consist of at least fifty (50) volunteer members recruited annually by the Co-Chairs of the Budget and Allocations Committee to represent the interests of the citizens of their county.  

Employees of partner agencies of the United Way GCR are ineligible for membership on the Budget and Allocations Committee or its Sub-Committees. 

The duties of the Budget and Allocations Committee shall be:

1. To consider all matters pertaining to program and financial review in evaluating budget requests of participating agencies, the allocation of funds to agencies receiving United Way GCR’s support, and to make specific recommendations to the Board of Directors regarding those matters.
2. To seek counsel of the Board of Directors of United Way GCR and the Admissions Committee as required in connection with decisions involving agency program changes and agency relationships.
3. To recommend budgeting policies and practices to the Board of Directors.

Section 5.      Nominating Committee

The Nominating Committee shall consist of five (5) members and shall be nominated by the previous Nominating Committee and elected by the membership at the Annual Meeting.   The committee membership shall be composed of past Presidents and Campaign Chairs of the organization.  Employees of partner agencies of the United
Way GCR are ineligible for membership on the Nominating Committee.  Vacancies on the Nominating Committee shall be filled by the remaining members of the committee with the approval of the Board of Directors.

The duties of the Nominating Committee are to make nominations and determine the willingness of the nominees to serve if elected, for:

1. Membership on the Board of Directors
2. Officers of the United Way GCR and at-large members of the Executive Committee
3. Succeeding Nominating Committee

 

Section 6.      Bylaw Committee

The Bylaw Committee shall consist of those members appointed by the President of the Board of Directors of United Way GCR. 

The Committee shall review the Bylaws of the organization in odd numbered years, or at such time as deemed necessary by the committee.

 

Section 7.      Audit Committee

The Board of Directors of the United Way GCR has constituted and established an Audit Committee with authority, responsibility, and specific duties as set forth in the Audit Committee Charter approved by the Board of Directors August 18, 2005.

Such charter will be applicable to transactions affecting the United Way GCR, its subsidiaries, functions performed by special agreement, including operations as the Principal Combined Fund Organization (the “PCFO”) for the Fort Campbell Area Combined Federal Campaign, fiscal agent for the Governor’s Books from Birth program, etc., and its foundation.

The Audit Committee will be appointed annually by the Board of Directors.  The Chair of the Committee will be appointed by the President of the Board and approved by the Executive Committee.
The Audit Committee shall be comprised of at least five (5) individuals, all of whom are independent of management and free from any relationship that, in the opinion of the Board, would interfere with the exercise of independent judgment as a Committee member.  The majority of the members of the Committee shall have a basic understanding of finance and accounting.  The Chair of the Committee will be a member of the Board and have accounting or related financial management expertise.

The Audit Committee’s functions, powers, and responsibilities shall include the following:

1. Financial Reporting Process
   1. Recommend to the Board of Directors the appointment of the independent auditors.
   2. Ensure the rotation of the independent auditors, or at least of the lead and reviewing partners, every five (5) years.
   3. Evaluate the performance of the independent auditors, and, as warranted, recommend the replacement of said auditors to the Board.
   4. Serve as a channel of communication between the independent auditors and the Board and/or management of United Way.  The independent auditors are ultimately accountable to the Audit Committee of the Board.
   5. Approve the retention of any separate independent accountants for any non-audit services and the fee(s) for such service.  The independent auditor may not provide such services.
   6. Review the annual Financial Statement Certification by the CEO and CFO.
2. Annual Auditing Process
   1. Prior to the initiation of the annual audit, review and discuss the following matters with the independent auditors:
      1. Scope of the auditing services and fees.
      2. Provision of tax services to include preparation of the IRS Form 990.   Any other non-audit services must be provided by a separate firm and not the current auditors.
      3. Accounting principles, policies, and reporting practices.
      4. Regulatory, United Way of America membership requirements, and Office of Personnel Management requirements related to the audited financial statements and IRS Form 990.
      5. The independent auditor’s process for identifying and responding to key audit and internal control risks, and the scope and approach of the audit to assure completeness of coverage of key business controls and risk areas.
      6. Schedule for conducting the audit and preparing the 990 in regards to United Way GRC and CFC deadline requirements for completion of the documents and provision of the management letter.
      7. Review process of the United Way, which requires the Committee to review the draft documents, to prepare appropriate responses to any findings in the audit or recommendations in the management letter, and to present the final documents for the review and approval of the Board.
   2. Oversee the independent audit function, including, but not limited to the following:
      1. Instruct the independent auditors to report directly to the Committee any problems or difficulties incurred in connection with the audit, including any restrictions on the scope of activities or access to required information, or any disagreements with management.
      2. Review with management and the independent auditors any correspondence with regulators or governmental agencies and any employee complaints or published reports which raise issues regarding United Way GCR’s financial statements or accounting policies.
      3. Review with United Way’s management any legal matters that may have a material impact on the financial statements, United Way GCR compliance policies and any material reports or inquiries received from regulators or governmental agencies.
      4. Discuss with the independent auditor and management the adequacy of the organization’s internal controls
      5. Other matters related to the conduct of the audit, which are to be communicated to the Committee under generally accepted auditing standards.
   3. Following completion of the audit, 990 and management letter, review and discuss the following matters with the independent auditors:
   1.  Results of the audit and the management letter. 
   2. Responses and corrective actions in regard to any findings or recommendations of the independent auditor.
   4. Review management’s response and follow up to these reports.
   5. Present final audit to Board of Directors.
3. Limitation on Audit Committee Duties

While the Audit Committee has the responsibilities and powers set forth in this Charter, it is not the duty of the Committee to plan or conduct audits, to determine that United Way GCR’s financial statements are complete and accurate, or to determine that such statements are in accordance with generally accepted accounting principles.  United Way GCR management is responsible for the preparation of United Way GCR’s financial statements in accordance with generally accepted accounting principles and United Way GCR’s internal controls.  United Way GCR’s independent auditors are responsible for the audit work on United Way GCR’s financial statements.  It is also not the duty of the Committee to conduct investigations or to assure compliance with laws and regulations and United Way GCR policies and procedures.  United Way GCR’s management is responsible for compliance with laws and regulations and compliance with United Way GCR’s policies and procedures.

4. Audit Committee Meetings

   The Audit Committee will meet at least semi-annually, or more frequently as necessary to carry out its responsibilities.  In addition, the Committee, or, at a minimum the Committee Chair, will meet with management and the independent auditors prior to the release of United Way GCR’s annual financial statements or to discuss the results of any review or audit as applicable. The Chair of the Committee and/or management may call meetings as deemed necessary.  The Committee will make itself available to the independent auditors of United Way GCR as requested by such independent auditors.

   All meetings of the Audit Committee shall be held pursuant to the Bylaws of United Way GCR with regard to notice and waiver thereof, and written minutes of each meeting shall be duly filed in United Way GCR’s records.  Reports of meetings of the Committee, including committee actions and recommendations, shall be made to the Board at its next regularly scheduled meeting following the Committee meeting.

5. Review of the Charter

   The Audit Committee will review this Charter on an annual basis and will submit any revisions to the charter to the Board for approval.

Section 8.      Committee Meetings

All United Way GCR committees shall meet upon call of their respective chairs, upon written request of at least one-fourth of the members of the committee, or upon request of the President of the United Way GCR.  At least twenty-four (24) hours notice of the meeting shall be given to all committee members.

Section 9.      Quorum and Voting

A simple majority of the members of each committee shall constitute a quorum of that committee, except for the Executive Committee as set forth in Article X, Section 1 of these Bylaws, and any act of a majority of those in attendance and voting at a meeting at which there is a quorum shall be adopted unless otherwise specified.

Section 10.    Conflict of Interest 

Members of any Committee of the United Way GCR who are on the board of an agency may not participate in any discussion or vote on any action concerning said agency.  Any such conflict of interest shall be disclosed by the Committee member prior to such discussion or vote.

EXECUTIVE DIRECTOR AND STAFF

There shall be an Executive Director employed by and responsible to the Board of Directors.  The Executive Director shall be an ex-officio member of all committees, and shall:

1. Be responsible for the administration and management of the United Way GCR office and operations, and employ such staff members as may be necessary, by and with approval of the Board of Directors in accordance with the Personnel Policy of United Way GCR.
2. Notify the members and directors of their election and maintain all records and documents of the organization.
3. Carry out the plans and policies authorized by the Board of Directors.
4. Furnish information and staff assistance to all United Way GCR committees.
5. Keep organization officers and board members informed of changes and/or events within the United Way system, the region, and the local community that affect the organization and its operations.
6. Exercise and perform such other powers and duties as set forth in the position’s description and as may be assigned to him/her by the Board of Directors.

GENERAL PROVISIONS

Section 1.      Fiscal Year

The fiscal year of the United Way GCR shall be the calendar year, January 1 through December 31.

Section 2.      Conflict of Interest

No contract or transaction relation to the operations conducted by the United Way GCR or for furnishing supplies to the United Way GCR and to which the United Way is a party shall be invalidated by reason of the fact that any director, officer or employee of the United Way GCR is interested therein, either as a party to the contract or as a member of any firm or partnership or a stockholder in any corporation which is a party to such contract, but any such transaction must be fully disclosed in writing, as stated in the Code of Ethics and Conduct  of the United Way GCR, to the Board of Directors for the Board’s approval prior to the contract or transaction taking effect.

Section 3.      Organizational Loans

No loans shall be made by the United Way GCR to its directors, officers or employees, or to any other corporation, firm, association, or other entity to which one or more of its directors, officers or employees are directors or officers or hold a substantial financial interest, except in a loan by the United Way GCR to another entity having a comparable purpose to that set forth in Article II of these Bylaws.  A loan made in violation of this section shall be a violation of the duty to the United Way GCR of the directors, officers or employees authorizing it or participating in it, but the obligation of the borrower with respect to the loan shall not be affected thereby.

Section 4.      Amendments

These Bylaws may be amended by a majority vote of the membership present and voting at any annual or special meeting of the membership, provided the proposed amendment(s) has (have) been approved by the Board of Directors, and an announcement that an amendment(s) will be voted on has been published in a newspaper of general circulation in the area at least ten (10) days prior to the membership meeting.