FINAL DRAFT – ADOPTED BY BOARD 8-27-19
Proposed Restated By-Laws of The Young Men’s Christian Association of Northern Rock County, Inc.
The Young Men’s Christian Association of Northern Rock County, also known as the YMCA of Northern Rock County, Inc., (referred to in these by-laws as “this YMCA”) has historically been affiliated with, and continues to be affiliated with, an international group of community organizations traditionally known as “Young Men’s Christian Associations.” These organizations have been more popularly known as “YMCAs” or “Ys.”. The National Council of Young Men’s Christian Associations of the United States of America (“the National Council”) is an organization of YMCAs. The National Council is collectively known as the “YMCA of the USA.”
This YMCA, like the YMCA of the USA, is a nonprofit organization, the mission of which is to put Christian principles into practice through programs that build healthy spirit, mind and body for all. The core values of this YMCA include caring, honesty, respect, and responsibility. This YMCA shall be nondenominational and shall not discriminate on the basis of race, gender, color, religion, national origin, or disability.
ARTICLE I. Corporate Identity and Offices
Section 1. Name. The official legal name of this YMCA shall be “The Young Men’s Christian Association of Northern Rock County, Inc.,” but it is alternatively known as the “YMCA of Northern Rock County, Inc.”
Section 2. Corporate Existence. This YMCA is a non-stock, non-profit corporation organized and existing under Chapter 181 of the Wisconsin Statutes.
Section 3. Principal Office. The principal office of this YMCA is located at 221 Dodge Street, Janesville, Wisconsin.
Section 4. Registered Agent. The registered agent of this YMCA shall be the CEO designated as such under these bylaws, or such other person as the Board of Directors may from time to time designate. This YMCA’s registered agent and address on file in the office of the Wisconsin Department of Financial Institutions may be changed from time to time by the Board of Directors in the manner prescribed by law.
ARTICLE II. National Council and the YMCA Movement
This YMCA shall be a member association of the National Council and in the national and international YMCA movement, and shall adhere to the requirements for such membership and demonstrate its support for the cause and the reputation of the YMCA movement as described in the Preamble of these bylaws.
Article III. Exempt Purpose
This YMCA shall conform to all rules and requirements of a public charity under Section 501(c)(3) of the Internal Revenue Code of 1986, as amended, and to the requirements of the State of Wisconsin for non-profit organizations. It shall ensure that its earnings do not inure to the benefit of any private individual and shall refrain from participating in partisan political activity.
Article IV. Membership in This YMCA
Section 1. Eligibility for Membership. This YMCA shall be committed to a culture of diversity and inclusion. Except as otherwise set forth in these bylaws, all persons who support the purpose of this YMCA shall be welcome to become members of this YMCA. Financial assistance shall be provided as reasonably necessary to assure the opportunity for membership to those who cannot afford the full membership fee. The Board of Directors may establish categories, criteria, fees, and requirements for membership.
Section 2. Removal. As a private membership organization, this YMCA reserves the right to remove members suspended by the CEO pending review by the Board of Directors at its next regularly scheduled meeting, and the Board may, in its sole discretion, end the suspension, continue the suspension or terminate the membership of the suspended member.
Section 3. Membership Voting Rights. Members who are at least eighteen years old and in good standing (including individuals who have attained that age and who are classified as members of a family holding a family membership) shall be entitled to vote on any item of business put before the members for their consideration. Members shall be entitled to exercise one vote for each open position on the Board of Directors at the members’ annual meeting and one vote for such other purposes for which members may vote. Votes may be cast in person, by written proxy, or by electronic means under rules adopted by the Board of Directors. A majority of the votes entitled to be cast by the members present in person or represented by proxy at a meeting at which a quorum is present shall be necessary for the adoption of any matter voted upon by the members, unless a greater proportion is otherwise required in these bylaws or by the Articles of Incorporation.
Section 4. Annual Meeting of Members. An annual meeting of this YMCA’s membership shall be held no later than May 31 of each calendar year. The Board of Directors shall determine the specific date, time, location, and subject matter of such meeting. The date, time and location of the meeting shall be reasonably determined to assure that a maximum number of members will have a reasonable opportunity to attend the meeting.
Section 5. Notice of Meeting. Notice of any meeting of this YMCA’s members shall be prominently posted in all facilities of this YMCA, published in this YMCA’s regular newsletter, and posted on this YMCA’s web site. Posting and publication shall occur at least 30 days but not more than 60 days prior to the date scheduled for the meeting.
Section 6. Quorum. At any duly called and noticed meeting of the voting members of this YMCA, the voting members present shall constitute a quorum, regardless of the number present.
Article V. Board of Directors and Committees
Section 1. Board of Directors. The management of this YMCA shall be vested in a Board of Directors of not less than 15 nor more than 20 persons. This YMCA will endeavor to select a Board that is diverse, reflective of the community, and possesses the necessary skill sets to assure the YMCA can effectively meet the purposes of this YMCA. Board members are encouraged be members of this YMCA and shall support the purposes of this YMCA.
Section 2. Powers. The Board of Directors may take such action as necessary to acquire, hold or dispose of such property, real or personal, as may be sold, given, devised, or bequeathed to it or entrusted to its care and keeping as necessary to carry out the purposes and program of this YMCA.
Section 3. Meetings. The Board of Directors generally shall hold regular monthly meetings on a date determined by the President. Special meetings of the Board of Directors may be called by the President as deemed necessary or by four or more members of the Board. The call for a special meeting shall specify the purpose or object of the meeting. Special meetings of the Board must be preceded by at least two (2) days’ notice to each director of the date, time and place of the meeting. Directors shall not exceed three unexcused absences from Board meetings per year. Frequent absences shall be grounds for removal from the Board.
Section 4. Quorum. A majority of the directors then in office shall constitute a quorum at any duly called meeting of the Board.
Section 5. Electronic and Telephonic Meetings. Directors may participate in and act at any meeting of the Board or its committees through the use of a telephone conference or other similar means of electronic communication, by means of which all persons participating in the meeting can communicate with each other. Participation by this method shall constitute attendance and presence in person at the meeting of the person(s) so participating.
Section 6. Fiduciary Duty. Directors owe a fiduciary duty of loyalty to this YMCA and shall act in this YMCA’s best interest. No individual director shall speak or act on behalf of the Board unless authorized by the Board. No director shall accept, directly or indirectly, compensation for duties performed as a director. However, reasonable expenses may be reimbursed.
Section 7. Election. Directors shall be chosen annually by ballot of the members at the annual meeting of the members.
Section 8. Executive Committee. The officers and two non-officer board members elected by the Board of Directors shall serve as the executive committee of the Board. The executive committee shall have full power and authority to supervise and act upon all business requiring immediate attention during intervals between the regular meetings of the Board, provided that the executive committee shall not have any of the following powers: 1) to expel, terminate or suspend members; 2) to remove Directors; 3) to elect officers; 4) to fill vacancies on the Board; or 5) to appoint members of committees. Such power and authority shall be exercised judiciously to assure that, when reasonably possible, the executive committee shall defer to the will of the Board. The Board shall, when possible, act to ratify or overrule any previous action of the executive committee at the next meeting of the Board following the action of the executive committee, provided that the Board shall not have the power to invalidate legal commitments made by the executive committee without the consent of the other contracting party. The President of this YMCA shall serve as chairperson of the executive committee. Members of the executive committee shall normally be members of this YMCA and shall support the purposes of this YMCA
Section 9. Finance Committee. The treasurer and at least three other members of the Board appointed by the President shall comprise the Finance Committee, which shall conduct its business in accordance with the provisions of these bylaws regarding financial management and fiscal controls.
Section 10. Additional Committees. The board of directors shall have the power to appoint additional standing or special committees of two (2) or more board members with appropriate job descriptions. The Board may also appoint non-board members as members of committees. All committees shall report to the Board unless otherwise directed by the Board.
Section 11. Nominations. No member shall be elected to the Board (except for members appointed to the Board between annual meetings to fill vacant positions) unless first nominated by the Board or by petition of members as provided in this section. The Board shall publish the names of persons nominated for any open position on the Board with the notice of the annual meeting. In lieu of nomination by the Board, no less than five percent of the members may nominate a candidate by petition in writing, provided that the petition is filed with the secretary no later than 15 days before the annual election.
Section 12. Terms. Except as necessary to assure the staggering of terms as set forth in these bylaws, directors shall hold office for terms of three years, or until their successors are elected, or until the director resigns or has been removed from office, whichever occurs first. Terms shall be staggered so that, as nearly as possible, one-third of the terms of directors shall expire each year.
Section 13. Term Limits. No director shall serve more than two consecutive three-year terms. Directors must cease to be a member of the Board for at least one year after serving two consecutive three-year terms.
Section 14. Removal of Officers and Directors. A director or officer may be removed from office, with or without cause, by a two-thirds vote of the Board of Directors at a properly constituted meeting of the Board.
Section 15. Resignation. Any director or officer may resign at any time by giving written notice to the President or the President’s designee. Any such resignation shall be effective upon submission or at a time specified in the notice of resignation.
Section 16. Appointment Between Annual Meetings. The Board of Directors shall have the power to fill by appointment any unexpired terms of officers and directors occurring between annual elections, subject to confirmation of an appointed director by vote of the members at the next annual meeting.
Section 17. Board Evaluation. The Board shall at least every other year evaluate its own performance and the composition of the Board in terms of the skills, experience, diversity, and contributions of its members to identify ways it may improve its effectiveness by selection of new directors and otherwise. The Board shall seek such evaluation from professional evaluators from outside this YMCA no less than every three years.
Article VI. Officers
Section 1. Officers. The officers of this YMCA shall be a President, Vice President, Secretary, and Treasurer. The Board may appoint such other assistant officers as it deems necessary and such officers shall have the authority prescribed by the Board.
Section 2. Election. All officers shall be elected by the Board from among its members at the first meeting of the Board following the annual meeting of members. Officers shall hold one-year terms of office, but shall serve until a successor is elected and qualified. Officers may be re-elected to office.
Section 3. Duties. The duties of officers shall include the following:
a. President. The President shall preside at all meetings of the members and all meetings of the Board of Directors. The President shall be an ex-officio member of all Board committees, and shall generally supervise the business of this YMCA, and shall execute documents on its behalf. The President shall appoint all committees and shall perform such other duties as may from time to time be prescribed by the Board of Directors.
b. Vice President. The Vice President shall act in the absence or disability of the President. The Vice President shall perform such other duties as may from time to time be prescribed by the Board of Directors or delegated by the President. Ordinarily, except as otherwise determined by the Board, the Vice President shall assume the office of President upon the conclusion of the President’s term of office.
c. Secretary. The Secretary, together with the President or Vice President, shall execute such legal papers, documents, or instruments as authorized by the Board of Directors. The Secretary shall keep the minutes of all meetings of the members and of the Board of Directors. The Secretary may delegate the responsibility of taking minutes to staff, provided that the Secretary is responsible for assuring the accuracy of the minutes. The Secretary shall perform such other duties as may from time to time be prescribed by the Board of Directors.
d. Treasurer. The Treasurer shall oversee the fiscal program of this YMCA, and shall cause all funds of this YMCA to be deposited in the name of this YMCA and expended in accordance with the director of the Board of Directors. He or she shall see that an accurate record is kept of the funds of this YMCA and shall see that adequate monthly reports are made to the Board. The Treasurer shall perform such other duties as may from time to time be prescribed by the Board.
Article VII. Chief Executive Officer
Section 1. Employment of CEO. The Board shall employ a Chief Executive Officer (“CEO”) who meets the qualifications required by the National Council. The Board shall determine and regularly review the level of compensation for the CEO using comparability data; and shall substantiate its deliberations and decisions regarding compensation.
Section 2. Responsibilities. The CEO shall report to the Board of Directors on all matters affecting this YMCA and shall perform such other duties as are assigned by the Board of Directors. The CEO is responsible for the designation of all staff employed by this YMCA and to enforce policies as set forth by the Board, including management and supervision of all operational departments relating to all program and administrative duties of this YMCA. The CEO shall further be responsible for fiscal management of this YMCA, subject to Article VIII of these bylaws.
Section 3. Annual Review. The Board shall annually review the performance of the CEO against measurable goals and outcomes. Such review shall occur in executive session of the Board.
Section 4. Role in Relation to Board. The CEO shall attend all Board meetings unless excused by the Board. However, the CEO shall not serve as a member of the Board and shall have no vote. The CEO shall generally not attend executive sessions during meetings of the Board.
Article VIII. Financial Management and Fiscal Controls
Section 1. Board Control. The Board shall establish such internal fiscal policies and controls as are necessary to assure the protection of this YMCA’s interests, and shall exercise its legal and fiduciary responsibility of due care and prudence in carrying out the financial affairs of this YMCA. Such responsibility shall include, but not be limited to, the purchase of appropriate insurance protection.
Section 2. Exercise of Authority as to Checks and Contracts. The Board shall adopt and modify as necessary a resolution regarding authority for signing checks and to enter into contracts to assure that, except for minor expenditures and purchases, the expenditure of funds by this YMCA is continuously under review and that this YMCA does not become financially obligated in a manner inconsistent with the Board’s intent.
Section 3. Depositories. All funds of this YMCA shall be deposited in such depositories as the Board may determine. Separate accounts not under the control of the Board are prohibited.
Section 4. Finance Committee. The Finance Committee shall regularly and continuously review the assets, liabilities and financial transactions of this YMCA and shall report to the Board in this regard, providing such detail as the Board may direct. Review by the CEO or other employees of this YMCA shall not serve as a substitute for review by the Finance Committee and the Board. The Board shall seek such information from this YMCA’s accountants and auditors as will allow the Board to have a full understanding of the fiscal health of this YMCA.
Section 5. Fiscal Year. The fiscal year of the corporation shall begin January 1 and end on the following December 31. The Board of Directors shall annually adopt a budget upon recommendation of the CEO and treasurer.
Section 6. Bonding and Audit. The Treasurer and the Finance Committee shall assure that appropriate employees of this YMCA are bonded and that an annual audit and/or review is made by a selected public accountant firm of all fiscal transactions by this YMCA.
ARTICLE IX. Conflicts of Interest
Section 1. Purpose. The purpose of the conflict of interest policy set forth in these bylaws is to protect this YMCA’s interests when it is contemplating entering into a transaction or arrangement that might benefit the private interest of an officer or director of this YMCA. This policy is intended to supplement but not replace any applicable state and federal laws governing conflicts of interest applicable to nonprofit and charitable organizations.
Section 2. Definitions.
(a) Interested Persons. Any director, officer, or member of a committee with powers delegated by the Board, who has direct or indirect financial interest, as defined below, is an interested person.
(b) Financial Interest. A person has a financial interest if the person has, directly or indirectly, through business, investment or family:
i. An ownership or investment interest in any entity with which this YMCA has a transaction or arrangement,
ii. A compensation arrangement with this YMCA or with any entity or individual with which this YMCA has a transaction or arrangement, or
iii. A potential ownership or investment interest in, or compensation arrangement with, any entity or individual with which this YMCA is negotiating a transaction or agreement.
Compensation includes direct or indirect remuneration as well as gifts or favors that are not insubstantial.
A financial interest is not necessarily a conflict of interest. Under Section 2(a), a person who has a financial interest may have a conflict of interest only if the appropriate board of directors determines a conflict of interest exists.
Section 3. Procedures.
(a) Duty to Disclose. In connection with any actual or possible conflict of interest, an interested person must disclose the existence of the financial interest to the Board of Directors and shall be given the opportunity to disclose all material facts.
(b) Determining Whether a Conflict of Interest Exists. The Board (not including any director with a financial interest) shall decide whether a conflict of interest exists.
(c) Procedures for Addressing the Conflict of Interest.
i. An interested person may make a presentation to the Board of Directors, but after the presentation, the person shall leave the meeting during the discussion of, and the vote on, the transaction or arrangement involving the possible conflict of interest.
ii. The President may, as appropriate, appoint a disinterested person or committee to investigate alternatives to the proposed transaction or arrangement.
iii. After exercising due diligence, the Board of Directors shall determine whether this YMCA can obtain with reasonable efforts a more advantageous transaction or arrangement from a person or entity that would not give rise to a conflict of interest.
iv. If a more advantageous transaction or arrangement is not reasonably possible under circumstances not producing a conflict of interest, the Board shall determine by a majority vote of the disinterested directors whether the transaction or arrangement is in this YMCA’s best interests, for its own benefit, and whether it is fair and reasonable. In conformity with the above determination, the Board shall make its decision as to whether to enter into the transaction or arrangement.
(d) Violations of the Conflict of Interest Policy.
i. If the Board has reasonable cause to believe a person has failed to disclose actual or possible conflicts of interest, it shall inform the person of the basis for such belief and afford the person an opportunity to explain the alleged failure to disclose.
ii. If, after hearing the person’s response and after making further investigation as warranted by the circumstances, the Board determines the person has failed to disclose an actual conflict of interest, it shall take appropriate disciplinary and corrective action.
Section 4. Records of Proceedings. The minutes of the Board shall contain:
(a) The names of the persons who disclosed or otherwise were found to have a financial interest in connection with an actual or possible conflict of interest, the nature of the financial interest, any action taken to determine whether a conflict of interest was present, and the Board’s decision as to whether a conflict of interest in fact existed.
(b) The names of the persons who were present for discussions and votes relating to the transaction or arrangement, the content of the discussion, including any alternatives to the proposed transaction or arrangement, and a record of any votes taken in connection with the proceedings.
Section 5. Compensation.
(a) A voting director, if any, who receives compensation, directly or indirectly, from this YMCA for services is precluded from voting on matters pertaining to that person’s compensation.
(b) A voting member of any committee whose jurisdiction includes compensation matters and who receives compensation, directly or indirectly, from this YMCA for services is precluded from voting on matters pertaining to that person’s compensation.
(c) No voting member of the Board or any committee whose jurisdiction includes compensation matters and who receives compensation, directly or indirectly, either individually or collectively, is prohibited from providing information regarding compensation.
Section 6. Annual Statements. Each director, officer and member of a committee shall annually sign a statement which affirms such person:
(a) Has received a copy of the conflict of interest policy set forth in these bylaws,
(b) Has read and understands the policy,
(c) Has agreed to comply with the policy, and
(d) Understands this YMCA is a charitable organization and, in order to maintain its federal tax exemption, it must engage primarily in activities which accomplish one or more of its tax-exempt purposes.
ARTICLE X. Amendments
These bylaws may be amended by majority vote of the total membership of the Board. Any such amendment shall be effective upon adoption, provided that the amendment shall remain effective only if ratified by majority vote of those members of this YMCA voting at the next annual meeting. These bylaws may further be amended by vote of the general membership if the amendment is first requested by petition of not less than five percent of the members of this YMCA. Any request for amendment by petition shall be filed with the Secretary no less than 30 days before a scheduled and duly noticed meeting of the members at which action on the petition shall be taken. In such case, the amendment shall be adopted if approved by a majority of the members voting at said meeting.
ARTICLE XI. Indemnification
The policy of this YMCA is to indemnify and hold harmless any officer, director, member or other agent of the association, their personal representatives and heirs, against claims, expenses, judgments, fines, settlements and other amounts actually and reasonably incurred in connection with actions taken on behalf of the corporation, if such person acted in good faith and, in the case of a criminal proceeding had no reasonable cause to believe the conduct was unlawful.
ARTICLE XII. Disposition of Assets
Should this YMCA opt to dissolve, the remaining assets of this YMCA shall be transferred to the National Council or to one or more other corporations, societies, or organizations engaged in activities substantially similar to those of this YMCA, and as shall at the time qualify as exempt organizations under Section 501(c)(3) of the Internal Revenue Code (or the corresponding provision of any future United States Internal Revenue Code or Law), and also pursuant to the then applicable Wisconsin statutes governing not-for-profit corporations.