AMENDED AND RESTATED BYLAWS OF THE GREATER NAPLES YMCA
Article I: Name
The name of this corporation is Greater Naples YMCA, Inc., a Florida not-for-profit corporation ("YMCA").
Article II: Membership
Section 1. General. The membership of the corporation, hereafter referred to as “Association” shall consist of those persons who signify that they are in sympathy with the purposes of the Association, indicate their willingness to cooperate actively in achieving those purposes, share financially each year in forwarding the work of the Association and otherwise qualify as a member of the Association under the membership policy in effect from time to time.
Section 2. Classes of Members. There shall be two classes of members, voting and non-voting. A voting member is defined as an individual who is at least eighteen years of age and is a member of the Board of Directors. All other members are non-voting members.
Section 3. Membership Fees. The Board of Directors may from time to time establish fees for membership in the Association. In addition, the Association being organized exclusively for charitable purposes under Florida law, shall strive to make its services and products available to the appropriate general public without undue obstacles to access. It is the general policy of the YMCA that any fees or charges associated with the charitable services or products of the YMCA shall be waived or reduced in accordance with each recipient’s ability to pay. The Chief Executive Officer (CEO) or his or her designee shall have the discretion to make such waivers or reductions, when appropriate, to ensure the maximum distribution of the Association’s charitable services or products.
Article III: Board of Directors
Section 1. Composition: The affairs of the Association are to be managed by the Board of Directors consisting of not less than seven (7) no more than fifteen (15) persons.
Section 2. Elections, Resignations or Removal:
- Annual Meeting: An annual meeting of the directors of the Association shall be held for the purpose of electing the directors of the Association at a time and place fixed by the Board of Directors. The start and end of the board terms is to align with the organizations fiscal year, bringing in a new class of board members with the start of the year.
- Term of Office: Members of the Board of Directors shall hold office for three years or until their successors have been elected and qualified. No director is eligible for election to more than two (2) full three-year terms in succession, but is first eligible for reelection to any additional terms after at least one year has passed since the expiration of the director’s second consecutive three-year term. At the Annual Meeting for the fiscal year ended December 31, 2016, the Board shall be divided into three approximately equal groups and shall be designated by the Board to serve one, two or three year terms. Thereafter, the term of office for each director shall be for a term of three years. Each director, including a director elected to fill a vacancy, shall hold office until the expiration of the term for which he or she was elected and until the election and qualifications of a successor or until the director's earlier resignation or removal in accordance with these Bylaws.
- Attendance: The YMCA board is an active, working board and attendance, absent excuse accepted by the Chair of the board, is mandatory. Unexcused absence of a director from three (3) meetings of the Board during any calendar year may be considered equivalent to resignation; and, if so considered by the Chair of the Board, the position of such Board member shall be declared and treated as vacant.
- Removal from Office: Election or appointment of a board member shall not itself create any contractual rights. Directors (including the Officers of the Board) may be removed from office and/ or the Board of Directors, with or without cause, by a two-thirds vote of the Board of Directors at a properly constituted meeting.
- Removal from Office for and Officer who may be a Contract Employee: If any of an Officer of the Board of Directors is under any contract of employment their removal is subject to the rights of the contract and a two-thirds vote of the Board of Directors at a properly constituted meeting. Resignation from Office Any director or officer may resign at any time by giving written notice to the President/Chief Executive Officer or his/her designee. Any such resignation shall be effective upon submission or at a time specified in the notice of resignation.
Section 3. Meetings: Regular meetings of the Board of Directors may be held at any time or place within the limits of Lee and Collier County, Florida, whenever called by the Chair of the Board or five (5) directors. Notice of all regular meetings of the Board of Directors, stating the time and place thereof, shall be given by mailing the same to each director at his or her residence or business address at least two (2) days before the meeting, unless, in case of emergency, the Chair shall have prescribed that notice be given within a shorter period either personally or by phone to each director at his or her residence or business address.
Section 4. Special Meetings: A special meeting of the Board of Directors may be called by the Chair and, in addition, special meetings may be called upon the written request at least five (5) members of the Board of Directors. Except as otherwise provided herein, notice of all special meetings of the Board, stating the time and place thereof and the matter or matters to be considered, shall be given by mailing the same to each director at his residence or business address at least two (2) days before the meeting, unless, in case of emergency, the Chair shall have prescribed that notice be given within a shorter period either personally or by telephone to each director at his or her residence or business address. Only matters stated in the notice may be considered.
Section 4. Quorum: One-half (1/2) of the voting members of the board shall constitute a quorum for the transaction of the business at any regular or special meeting of the board. If a quorum is not present at any meeting, the directors present may adjourn the meeting without further notice. When a quorum is present at any meeting, a majority of the members present and voting may decide any question brought before such meeting, except as otherwise provided by law, by these bylaws or by the Articles of Incorporation.
Section 5. Vacancies: The Board shall have the power to fill, for the unexpired term, any vacancy occurring in the membership of the Board.
Section 9. Powers and Responsibilities: The property, affairs, and business of the Association shall be directed by the Board, which may exercise all powers of the Association and do all things and acts not prohibited by law, the Articles of Incorporation, or these bylaws.
Section 10. Electronic Mailing /Quorum Electronic Vote: All notices requiring mailing in this Article may be sent by e-mail. Majority of the members of the board may act by e-mail vote, except as otherwise provided by law, by these bylaws or by the Articles of Incorporation.
Article IV: Officers
Section 1. Officers: The officers of the Association shall be the Chair of the Board, Vice Chair, Secretary, Treasurer (who shall also serve as Finance Committee Chair) and such other officers deemed advisable. All officers shall be elected annually by the Board of Directors and shall hold a one year term of office or until his/her successor is elected. The Chair shall not serve more than two successive one year terms.
Section 2. Chair of the Board: The Chair of the board shall be the Chief Volunteer Officer of the Association and shall preside at all meetings of the Board of Directors and of the Association. He or she shall make a full report of the year's work at the annual meeting of the Association and shall appoint the members of all committees of the Board of Directors. The Chair shall execute bonds, mortgages, deeds, and other contracts and legal documents, as directed and authorized by the Board. He or she shall be a voting member ex officio of all committees of the Board of Directors, and shall preside at all meetings of the Board of Directors.
Section 4. Vice Chair: In case of the inability of the Chair to act on account of absence, illness, or for any other reason, his or her power shall be assumed and his or her duties discharged, during the period of such inability or absence by the Vice Chair. The acts of the Vice Chair duly authorized and performed under such conditions shall be the acts of and binding on the Association.
Section 5. Secretary: The Secretary of the Association shall be responsible for ensuring that records are kept of attendance and all business transacted at all meetings regular and special of the Board of Directors and all meetings of the membership of the Association. The Secretary shall have the power and duty to affix the corporate seal to all papers and documents requiring seal and to attest by his or her signature all corporate documents requiring the same.
Section 6. Treasurer: The Treasurer of the Association shall have custody and control, subject to the direction of the Board of Directors and the other provisions hereof, of all funds and securities belonging to the Association and shall make provisions for the safekeeping thereof. The Treasurer shall be responsible for the keeping of a full account of all money received and disbursed and for reporting of the same to the Board of Directors at its meeting, and at other times as required. The Treasurer will serve as Chair of the Association's Finance Committee.
Article V: Executive Committee
Section 1. Composition: The Executive Committee shall consist of all officers of the Board of Directors and such other directors as the Chair may designate. The Chair of the Board shall be the Chair of the Executive Committee and the Secretary of the Association shall be its Secretary.
Section 2. Quorum and Call: Three (3) officers shall constitute a quorum. The Chair or any two (2) members of the Executive Committee may call a meeting of the committee at any time.
Section 3. Powers: The Executive Committee may exercise the power of the Board in the interim between board meetings except that the Executive Committee may not have the power to adopt the budget or take any action contrary to the policies and guidelines established by the Board of Directors.
Section 4. Reporting to Board: The Executive Committee shall report all its actions at the next regular or special meetings of the Corporate Board of Directors.
Article VI: Board Committees
Section 1. Composition: There shall be such committees and task forces as the Board of Directors may from time to time determine. Such committees and task forces may include members of the Association who are not directors, unless prohibited by these Bylaws. The Chair of and the charge to the committee or task force shall be approved by the Board.
Section 2. Responsibilities: Each such committee or task force shall keep minutes of its meetings and submit to the Board of Directors reports of work done. No committee or task force shall enter into any contract or incur any indebtedness or financial obligations of any kind unless expressly directed to do so by the Board of Directors. Each committee or task force shall have the power to appoint sub-committees for carrying on the work assigned to it.
Article VI: Honorary Directors
Section 1. The Board of Directors may, from time to time, elect by majority vote to name certain individuals as “Honorary Directors” as recognition for outstanding service over a period of years. At the invitation of the Board, Honorary Directors may attend Board meetings and participate in discussions on voting matters, but do not have voting rights. These Honorary Directors shall serve for life or until they resign or are removed from office,
Outstanding service is defined as contributing either; time, talent, or treasure to advancing the mission of the YMCA.
Article VII: Branches
Section 1. Establishment: Branches, program centers, and/or extension centers may be established or disestablished from time to time by the Board of Directors.
Section 2. Branch Boards: The Board of Directors may delegate the function of advising such branches or centers to a Branch Board, the membership of which shall be approved by the Board of Directors. Such branch boards shall be subject to the policies of the Association as set forth by the Board of Directors.
Section 3. Officers: Officers of any branch board shall be elected pursuant to the branch board bylaws.
Article VIII: Advisory Committees and Task Forces
The board may establish advisory committees and task forces composed of persons who are not directors to advise the board on matters of interest. Such advisory committees and task forces have only such authority as they are given by the board and have no authority to bind the YMCA.
Section 4. Advisory Boards work under the direction of the corporate Board of Directors and in collaboration with staff to help effectively carry out its mission and the strategic plan. The YMCA seeks individuals who have a passion for the Y’s work in the community, are experienced in resource development, understand strategic plans, and/or have sound management experience. Advisory board members further the Y’s work of enhancing the spirit, mind and body of families in the community. The advisory boards shall include the YMCA program director and chief administrative officer of the YMCA. Advisory Boards shall communicate the committee work as it pertains to the budget goals, mission of the organization and the goals of the Naples YMCA to the corporate Board of Directors through. This communications is shared through their meeting minutes, as well as annual summary reports of the advisory committees work at the end of each fiscal year.
Article IX: Employees & Staff
Section 1. Powers and Duties: Included among the officers of the Association shall be a President, who shall be employed by the Board of Directors. He or she shall be the Chief Executive Officer of the Association and shall execute the policy of the Board of Directors and manage the Association through his or her staff. He or she shall be a non-voting member of all committees of the board, shall attend all meetings of the Board of Directors and of the membership, and shall sign all orders on the treasury of the Association for the disbursement of funds, subject to any other pertinent provisions hereof. He or she shall be appointed on a continuing basis in accordance with the Association's personnel policy.
Section 2. Staff: All other members of the organization's professional and nonprofessional staff shall be employed by the President subject to the provisions of the Association's personnel policy.
Section 3. Eligibility: The President shall be required and professional staff members shall be encouraged to meet the qualifications for listing on the Official Roster of Employed Officers published by the National Council of YMCAs.
Article X: Finance & Miscellaneous
Section 1. Fiscal Year: The fiscal year of the Association shall coincide with the calendar year.
Section 2. Bonding: All those persons with access to the bank or savings accounts or securities owned by the Association shall be bonded.
Section 3. Withdrawals: Any cash withdrawals in excess of One Thousand Five Hundred Dollars ($1,500.00) from any bank, savings or security account of the Association shall require the signature of at least two (2) persons as designated by the Board of Directors.
Section 4. Contracts: Any contract in excess of Thirty Five Thousand ($35,000.00) Dollars shall be signed by an officer of the Association.
Section 5. Audit: The Board of Directors shall provide for an annual audit of the financial accounts and assets of the Association, such audit to be made by an independent certified accountant.
Section 6. Fiscal Accountability: The Board of Directors has the legal and fiduciary responsibility to exercise due care and prudence in the financial affairs of the organization. It shall exercise appropriate stewardship, including the purchase of insurance protection. The Greater Naples YMCA is a non-profit public charity and its assets must be protected so that it may continue to serve the community into the future.
Article XI: Amendments to Bylaws
These Bylaws may be altered, amended, or repealed at any regular or special meeting of the Board of Directors, by affirmative vote of the majority of those members present and voting, provided that written notice of any such proposed alteration, amendment, or repeal shall be given to all directors at least seven (7) days prior to such meeting.
Article XII: Indemnification
The Board of Directors, any branch board members, officers and employees, their personal representatives and heirs, shall be indemnified by the Association to the fullest extent possible under Florida law.
Approved and Adopted by majority vote of the Board of Directors this 18th day of November, 2016.