Jessica kay foundation
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BYLAWS

ARTICLE 1-NAME AND PURPOSEName: The name of the organization shall be Jessica Kay Foundation. It shall be a nonprofit organization incorporated under the laws of the State of Ohio
Purpose: Jessica Kay Foundation is organized exclusively for charitable and education purposes.
The purpose of this corporation is:
  • To support Teen parents is to ensure that student young parents are equipped with the necessary tools to finish school, become better parents and have a healthy start toward the success of their future through mentorship, group meetings, education and the use of community resources
  • To utilize 12th grade young ladies to mentor pre-teen girls through the awkward phase of transitioning into a teenager through a 2 week summer day camp that promotes healthy living, building self esteem and social skills. Our Mentors will have the chance to earn valuable experience, volunteer hours and awards that builds on their portfolio.
  • To give back to the community by supporting efforts to help the homeless with giving away care packages once a year full of personal hygiene, inspirational notes and healthy snacks.
 
Article II-MEMBERSHIP
 

1.0       BOARD APPOINTMENTS1.1       The Board Development Committee will recommend appointments to the Board of Directors during a full meeting of the Board.
1.2       A written nomination form prepared by the Board Development Committee will be distributed prior to discussion of the nomination. This form will include information regarding the nominee’s occupation, skills, residency, marital/family status, current and previous Board participations and experiences, and committee interests. The form will also include committee members’ assessment of the nominee’s commitment level and the degree to which the nominee’s philosophies are consistent with agency goals.
1.3       The Board Development Committee Chairperson will lead a discussion of the information on the nominating form, and be responsible for providing additional information requested by Board members.
1.4       Upon close of discussion, the Board President will ask for a formal nomination. The nomination must be seconded, and then a vote will be taken by show of hands.
1.5       The Board Development Committee will be responsible for notifying the nominee, by letter, regarding the outcome of the vote, within one week of the election.

2.0       APPLICATION FOR CONTINUING BOARD MEMBERSHIP2.1       Three months before completion of a two-year term, a member desiring to be retained on the Board should complete an application for continuing Board membership.  The application should be submitted to the Board Development Committee for review, according to a pre-defined list of factors, which shall include, but not be limited to, the following:
o   Attendance - Committee and Board meetings
o   Participation/contribution
o   Representative needs of the Board and agency
2.2       Upon successful review, a recommendation for vote of approval should be made by the Board Development Committee at the following full Board meeting. The approved Director may then serve another two years before a reapplication is again required.

3.0       VACANCIES3.1       Any vacancy occurring on the Board and any directorship to be filled because of an increase in the number of directors shall be filled in the same manner as stated in 1.0 BOARD APPOINTMENTS above.  A director elected to fill a vacancy shall be elected for the unexpired term of his or her predecessor in office.
3.2       Vacancies may be created by the death, resignation, permanent departure from the community, or prolonged neglect or disability of the board member.
3.3       Directors may resign at any time, but will remain liable for acts committed or approved before resignation.  A resignation may be retracted at any time before the Board accepts it.

4.0       ELECTION OF OFFICERS4.1       Board officers for the upcoming fiscal year will be elected by the Directors in a formal vote taken at the last full meeting of the Board in the current fiscal year.
4.2       Each Director maintains the right to nominate a fellow Board member for office. All nominations should be submitted to the Board Development Committee four weeks prior to the meeting at which the election will take place.
4.3              Board Development Committee members will meet with each nominee to determine the nominee’s willingness to accept the position, should they be elected.  The committee will then prepare a written ballot to be distributed at the meeting.
4.4              The Board Development Committee Chairperson will collect the ballots upon completion, and tally and announce the results to the full Board. However, if the Chairperson’s name is included on the ballot, then the responsibility for collecting the ballots and announcing the results will be assigned to another member of that committee.
4.5              If, for any reason, an elected officer cannot fulfill the duties of the office for the entire year, Board members will once again be asked to submit nominations. The Board Development Committee will have two weeks to meet with each nominee to determine the nominee’s willingness to accept the position, should they be elected. The committee will then prepare a written ballot to be distributed at the next meeting, during which a formal vote will be taken.

5.0       OFFICER RESPONSIBILITIES5.1       President
·         The President of the Board sets goals and objectives for the Board that compliment, but are separate from, organizational goals.
·         The President names committees, appoints chairpersons, and is responsible for assigning tasks and ensuring that assignments are carried out in a timely fashion.
·         The President presides over Board meetings and is responsible for maintaining agenda integrity and keeping meetings focused.
5.2       Treasurer
·         The Treasurer presents the monthly and quarterly financial reports at Board meetings and advises other Board members on budgeting processes.
·         The Treasurer, together with the Budgeting and Finance Committee, assists in managing the organization’s portfolio and reviews whatever investments are made to ensure that they are sound and appropriate.
·         The Treasurer keeps track of investment earnings that are reported to the Board and recommends adjustments.
5.3       Secretary
·         Whenever possible, a staff member will be assigned to take minutes of Board meetings, write up the meetings and mail them to Board members.  This will allow the Board Secretary to participate more fully in Board meeting discussions.  It will then be the responsibility of the Secretary to review all Board minutes for accuracy and completeness before they become a permanent record of Board proceedings.  The Secretary will be responsible for retrieving this information when requested.
·         The Secretary will act as parliamentarian for the Board of Directors and needs to be familiar with “Robert’s Rules of Order.”
·         The Secretary may be called upon to prepare correspondence on behalf of the Board, sign corporate papers and perform the duties of Board historian.
·         The Secretary will also serve as the Board’s notary.

6.0       FORMING COMMITTEES Each Board member is expected to join at least one Board committee.  The President of the Board, who will also name committee chairpersons, will make committee appointments.  Once appointed to a committee, a Director will serve on the committee for one full year. 
The following named committees shall be the permanent standing committees, with the Executive Director being an ex officio member of all Board committees:
6.1       Executive Committee
6.1.1    The agency is authorized in its bylaws to form an Executive Committee to function on behalf of its Board of Directors in emergencies and/or interim situations.  The Executive Committee is authorized to exercise all the powers given to the Board except the right to make changes to the bylaws. However, agency bylaws limit the power of the Executive Committee to circumvent the responsibility and authority placed on the Board of Directors.
6.1.2    Functions of the Executive Committee include, but are not limited to, the review and/or preparation of Board meeting agendas to ensure all matters coming before the Board are relevant and appropriate. Other responsibilities include the interpretation of Board policies to staff, the overseeing of policy implementation, and the referring of questions to other committees or to the full Board.  All Executive Committee activities shall be reported at each Board meeting.
6.1.3    The Executive Committee shall include the officers of the Board and chairpersons of Board standing committees.  The immediate past president, assuming that person remains a member of the Board of Directors, will also serve on the Executive Committee.  Other directors may be appointed to the Executive Committee in order to ensure representation of the full Board.  Executive Committee membership will always be in compliance with state statutes governing membership qualifications.
6.2       Policy and Program Committee
6.2.1        Major policy recommendations emerge from this committee because its primary duty is to study how the organization can continually best serve identified community needs.  This committee is responsible for recommending new activity areas to the Board and setting short-term, intermediate, and long-range service objectives.
6.2.2          This committee works closely with the Budget and Finance Committee to determine the resources needed to support the organization’s programs. This committee will work closely with the Personnel Committee to project future staffing patterns, and with the Community Relations Committee to ensure proper interpretation of program changes to the agency’s public.
6.2.3        Committee members are also responsible for establishing, reviewing, monitoring and evaluating Board Policies and Procedures as contained in the Board Policy Manual, Board Bylaws, and Personnel Policy Manual.
6.2.4        The Program Committee shall include the Executive Director and at least one expert in the field of the organization’s business, and persons with experience in program planning, forecasting, and organizational development.
6.3       Budget and Finance Committee
6.3.1        The chief responsibility of the Finance Committee is to oversee the agency’s finances and assets, including the allocation of its total resources.  This committee, with assistance from the Board Treasurer and Executive Director, prepares the organization’s annual budget for approval by the Board.  This committee will prepare a quarterly financial statement for presentation to the Board, informing the Board when income and expenditures are less, or more, than projected. 
6.3.2        The accuracy of the agency’s financial records are the responsibility of this committee, which should also ensure that the agency’s bookkeeping practices are in accordance with standard accounting procedures for nonprofits. 
6.3.3        Other responsibilities shall include:
  • Review of monthly financial statements for submission to the Board.
  • Review of investment policies followed by the agency.
  • Evaluation and recommendation as to the independent certified public accountants           who will perform the audit.
  • A meeting with the auditor before and after the audit.
6.3.4    Committee members shall periodically evaluate the organization’s sources of revenues, its income structure, it investments, its assets, and liabilities position, making policy change recommendations when appropriate.
6.3.5    Members shall include the Board Treasurer, an accountant familiar with non-profit accounting principles, and other Board members with appropriate experience and knowledge. Subcommittees may be established for functions such as property and facility management, portfolio investments, or endowment management.
6.4       Personnel Committee
6.4.1        The Personnel Committee recommends policies and procedures regarding the organization’s hiring and firing practices, salaries, benefits, working hours, and working conditions. While the full Board actually hires the Executive Director, the Personnel Committee often recruits, screens, interviews applicants, makes recommendations concerning the top candidates, and evaluates the Executive Director’s performance. 
6.4.2        Other responsibilities include:
  • Establishing and reviewing personnel policies
  • Updating the Board on future personnel requirements
  • Informing agency personnel of laws and regulations governing personnel practices
  • Reviewing new staff positions, terminations and resignations
  • Advising on staff training and development
  • Formulating grievance procedures
6.4.3        This committee shall include the Executive Director and the agency’s Personnel Director
6.5       Board Development Committee
6.5.1        The Board Development Committee is responsible for maintaining a current file of prospective Board members to be presented to the Board when a vacancy occurs.
6.5.2        Members of this committee will interview prospective Board members before presentation to the Board.  If the committee agrees to recommend the applicant, by at least majority vote, the name will then be brought before the full Board. 
6.5.3        The committee will be responsible for maintaining the correct balance of representation in regards to professions, age, sex, ethnic groups, special interest groups, etc. 
6.5.4        The chairperson or designee shall send a letter to applicants notifying them of the committee’s decisions to accept or reject their application.
6.5.5        It is the responsibility of this committee to monitor attendance of members at regular Board meetings and recommend any necessary action to maintain or remove a Director from the Board because of absenteeism.
6.5.6        Other responsibilities include:
  • Planning the evaluation process for regular Board self-assessments
  • Providing orientation to new Board members
  • Arranging the annual Board retreat
  • Arranging Board education programs
  • Advising Board members of community-sponsored volunteer training programs
  • Monitoring the status of each Board member to advise them when their terms of office are complete or they are eligible for reappointment
6.6       Community Relations Committee
6.6.1        The Community Relations Committee is responsible for interpreting the organization’s program, services, and mission to its publics.  The committee sets specific and general public relations objectives: themes to be communicated, target audiences, methods to be used, and time tables for accomplishment.
6.6.2        Members will help identify the organization’s various publics to whom different messages are targeted, and how those messages are to be communicated, i.e., advertising, direct mail, press release. 
6.6.3        The community relations committee is concerned with internal communications, as well as the organization’s literature, with the goal of ensuring that consistent, positive messages support the agency’s overall image.
            To achieve these goals, the committee will:
  • Provide information to the general community regarding the agency and its activities
  • Keep the Board apprised of community needs and issues related to the agency
  • Oversee interaction with other community groups
  • Ensure a coordinated approach to community problems
  • Assist in planning and implementing activities that involve other community groups
  • Ensure appropriate representation at major community events or public hearings
  • Keep the Board informed regarding governmental and legislative issues impacting the agency
  • Assist in establishing Board rapport with public officials
  • Provide input and feedback to agency staff regarding community relations activities.
6.6.4    Members of this committee require skills and knowledge in media relations, advertising, marketing and external communications. Members also require a broad knowledge of other community services, organizational development skills, and related political issues.
6.7       Strategic Planning Committee
6.7.1    The Strategic Planning Committee is responsible for long-range planning. Working with the Executive Director, members are responsible for establishing goals and objectives that are concerned with the future and reflect an awareness of the potential impact on the community and other institutions and programs.
6.7.2    It is recognized that in order to promote a regular infusion of new ideas, a task force or ad hoc committee may be formed to discuss specific long-range planning, goals and activities.

7.0       RESIGNATION/REMOVAL FROM BOARD7.1              The Board of Directors, by a two-thirds vote of the entire Board, may suspend or expel any Director upon evidence of material violation of the by-laws, public laws, or any regulations or practices of the organization.
7.2              The director in question shall be entitled to state his or her case to the Board before such action is taken. 
7.3              It is acknowledged that such removals are subject to review by the courts. All legal procedures outlined by state laws will be adhered to during the removal or suspension.

8.0       BOARD RECRUITMENT8.1       The Board recruitment brochure should include answers to questions potential members may have, including sensitive subjects, which they may be hesitant to bring up, such as expense reimbursement, public speaking requirements and the consequences of a missed Board meeting.  The overall style of the brochure should reflect the tone and atmosphere of the agency and be written in the second-person voice to bring the reader into the picture.  The brochure will be updated as necessary, with a full review by the agency’s Executive Director on an annual basis.
8.2       A separate recruitment brochure will be printed for agency clients, and will reflect issues unique to these potential Board members; such as the impact their role as a Board member will have on the services they receive from the agency. Brochure copy will include wording to ensure clients that there will be no repercussions if they decide not to join the Board, and that if they do join, they should feel free to voice their opinions.
8.3       A recruitment letter will accompany each brochure mailed to a potential Board member.  The letter should focus on the person to whom the letter is addressed.  However, the intent of the letter, to recruit the recipient as a Board member, should be clearly stated, along with the frequency of Board meetings and any other information regarding time requirements.  Whenever possible, another person’s name will be used as a form of introduction, i.e., “Your name was given to me by Donna Thompson....” Tell the recipient when to expect a follow-up phone call, and be sure to call as promised.

9.0       ATTENDANCE RECORDS9.1       Board members are required to attend a minimum of eight Board meetings between January 1 and December 31 of each year, or agree to forfeit their Board seat. To ensure that the statutory standards of care for Boards of Directors are met, it is critical for Board members to be informed, and this requires regular attendance at Board meetings. Board attendance records are to be kept by the Board Secretary.
9.2       Committee chairpersons are responsible for maintaining attendance records and minutes of their committee’s meetings. Committee members are expected to attend a minimum of two-thirds of committee meetings held between January and December of the same year.
9.3       The Board Development Committee shall be responsible for reviewing attendance records and bringing notice of any necessary action to the Board.
9.4                   A report of attendance during the previous 12 months shall be made annually, at the December Board meeting. Recommendations for action shall be made at that meeting.
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  • HOME
    • ABOUT US
    • BYLAWS
  • PROGRAMS
    • #GIRLSLEAD
    • KAYCARES
  • JOIN OUR BOARD
    • MEET OUR BOARD
    • BOARD MEETINGS
  • VOLUNTEER
  • EVENTS
  • CONTACT US