By-Laws

Wilkes Barre Advisory Board Resource Center

BY-LAWS

ADOPTED: September, 1985
AMENDED: January 15, 1987
November, 1989
May 17, 1990
April 23, 1992
June 18, 1992
May 20, 1993
October 16, 1997

ARTICLE I: NAME

1.1 NAME

The name of the organization shall be Big Brothers/Big Sisters of Luzerne County Advisory Board hereafter referred to as “Advisory Board”.

ARTICLE II: PURPOSE

2.1 PURPOSE

The mission of the Advisory Board shall be to assist and support Big Brothers/Big Sisters of Luzerne County in its effort to provide an opportunity for positive growth and enrichment to children of single parent families. This is accomplished through the companionship provided in a trusting and caring relationship with adult volunteers. The policy of Big Brothers/Big Sisters of Luzerne County and its Advisory Board is to afford equal opportunity to all individuals regardless of race, color, religion, sex, and national origin, age or mental or physical handicap.

ARTICLE III : AUTHORITY

3.1 AUTHORITY

The Advisory Board is created for the purpose of articulating the interests of the Big Brother/Big Sister Program and advising the Board of Directors of Catholic Social Services of Luzerne County on policy matters that affect the development of the Big Brother/Big Sister Program. The Advisory Board shall serve as a forum for the identification and discussion of pertinent issues in the Big Brothers/Big Sisters Program by actively representing the community interests and through its advice, influencing and shaping overall program policy and fund development. The limits of authority of this Advisory Board shall be solely advisory in nature. Final authority for the overall operation of the Big Brother/Big Sister Program rests with the Board of Directors of Catholic Social Services of Luzerne County and as such, in promoting any of the foregoing purposes, the Advisory Board shall not commit the Board of Directors of Catholic Social Services of Luzerne County to any obligations whatsoever.

ARTICLE IV:  MEMBERSHIP:

4.1 MEMBERSHIP

There shall be two classes of membership:  Active Members and Friends of the Board.

ACTIVE MEMBERS

Active members of the Advisory Board shall be men and women who have the desire to give generously of their time and talents in the interest of the boys and girls and their families. Active members shall be at least eighteen (18) years of age and residents of Lucerne County for the past three years. Each active member shall have one vote at all meetings of the Advisory Board.

FRIENDS OF THE BOARD

Staff members of Big Brothers/Big Sisters of Lucerne, its host projects. The Bridge or employees of
Catholic Social Services who regularly attend Advisory Board meetings shall be considered Friends of the Board.  Friends of the Board shall be men and women who have demonstrated an interest in Big Brothers/Big Sisters, Lucerne County, but whose time does not permit ongoing membership. This category of membership does not carry with it voting privileges.

COMPOSITION

The Advisory Board shall consist of no fewer than 24 and no more than 40 members, who are representative of the community-at-large. Active Big Brothers/Big Sisters volunteers and guardians of children enrolled will occupy at least ten percent of the membership of the Advisory Board.

ELECTIONS

Candidates for active members and friends of the Board shall be nominated by the Nominating Committee at any regular meeting of the Advisory Board and shall be elected by a simple majority of active members in attendance.

TERMS

Active members and friends of the Board shall be elected for one or two year terms at the discretion of the
Nominating Committee and in the interests of the candidate, and may be re-nominated for unlimited
Additional terms. Terms shall begin and expire at the annual meeting of the Advisory Board.

REMOVAL OF ADVISORY BOARD

The Advisory Board may at the recommendation of the Nominating Committee censor any member for disorderly behavior or acts contrary to the best interests of the work and purpose of the organization, and with the concurrence of 3/4 of the members voting at the meeting, expel a member and declare his/her chair vacant.  Any member so expelled shall not be eligible for election or appointment to the Board for a period of three (3) years from the date of such action. No member shall be so expelled without an opportunity to be heard and notice of such expulsion shall be given to the member in writing twenty (20) days prior to the meeting at which such motion shall be presented, setting forth the reasons of the Board for such expulsion.

ARTICLE V: DUTIES OF ADVISORY BOARD MEMBERS

DUTIES OF THE BOARD

Without limitation of other duties, expressed or implied, each member shall have the following duties:

      a) To attend all regular and special meetings of the Board.

 

      b) To attend committee meetings of which he/she is a member.

 

      c) To present to the Secretary, advance notice of absence and sufficient reason thereof.

 

      d) To give encouragement and support to the goals and purposes of the program.

 

      e) To maintain an efficient working relationship between the Advisory Board and the Board of Directors of Catholic Social Services.

 

      f) To enforce the recommended standards for acceptable Big Brothers/Big Sisters practice (as outlined by Big Brothers/Big Sisters of America) and level of effectiveness of Big Brother/Big Sister services.

 

      g) To participate in the efficient administration of the Big Brother/Big Sister office or service.

 

      h) To participate in the public education in the community about Big Brother/Big Sister services and in the recruitment of volunteers.

 

    i) To develop and participate in fundraisers aimed at raising such funds necessary to maintain and/or expand program services.

ARTICLE VI:  OFFICERS

OFFICERS

The officers of this Advisory Board shall be the President, Vice-President, Secretary and Treasurer.
All officers must have the status of active members of the Board.

PRESIDENT

The President shall preside at all meetings of the membership.

  • He/She shall preside at all meetings of the Executive Committee.
  • He/She shall have general and active management of the business of this Advisory Board.
  • He/She shall see that all orders and resolutions of the Advisory Board are brought to the Advisory Board.
  • He/She shall have general superintendence and direction of all other officers of this corporation and see that their duties are properly performed.
  • He/She shall submit a report of the operations of the program for the fiscal year to the Advisory Board and members at their annual meetings, and from time to time, shall report to the Board all matters that may affect this program.
  • He/She shall be Ex-officio member of all standing committees and shall have the power and duties usually vested in the office of the President.

6.3 VICE-PRESIDENT

The Vice-President shall be vested with all the powers and shall perform all the duties of the President during the absence of the latter.

He/She shall have the duty of chairing their perspective committee and such other duties as may, from time to time, be determined by the Advisory Board.

6.4 SECRETARY

The Secretary shall attend all meetings of the Advisory Board and of the Executive Committee, and all meetings of members, and assisted by a staff member, will act as a clerk thereof.

  • He/She shall record all votes and minutes of all proceedings in a book to be kept for that purpose. He/She in concert with the President shall make the arrangements for all meetings of the Advisory Board, including the annual meeting of the organization.
  • Assisted by a staff member, he/she shall send notices of all meetings to the members of the Advisory Board and shall take reservations for the meetings.
  • He/She shall perform all official correspondence from the Advisory Board as may be prescribed by the Advisory Board or the President.

6.5 TREASURER

  • He/She shall submit for the Finance and Fund Development Committee approval of all expenditures of funds raised by the Advisory Board, proposed capital expenditures (equipment and furniture) , by the staff of the agency.
  • He/She shall present a complete and accurate report of the finances raised by this Advisory Board and also the Paul Smith Memorial Fund at each meeting of the members, or at any other time upon request to the Advisory Board.
  • He/She shall have the right of inspection of the funds resting with the Big Brother/Big Sister Program including budgets and subsequent audit reports.
  • It shall be the duty of the Treasurer to assist in direct audits of the funds of the program according to funding source guidelines and generally accepted accounting principles.
  • He/She shall perform such other duties as may be prescribed by the Advisory Board or the President under whose supervision he/she shall be.

6.6. ELECTION OF OFFICERS

The Nominating Committee shall submit at the meeting prior to the annual meeting the names of those persons for the respective offices of the Advisory Board.  Nominations shall also be received from the floor after the report of the Nominating Committee. The election shall be held at the annual meeting of the Advisory Board. Those officers elected shall serve a term of one (1) year, commencing at the next meeting following the annual meeting.

Officers of the Executive Committee shall be eligible to succeed themselves in their respective offices for two (2) terms only.

REMOVAL OF OFFICER

The Advisory Board with the concurrence of 3/4 of the members voting at the meeting may remove any officer of the Executive Committee and elect a successor for the unexpired term. No officer of the Executive Committee shall be expelled without an opportunity to be heard and notice of such motion of expulsion shall be given to the member in writing twenty (20) days prior to the meeting at which motion shall be presented, setting forth the reasons of the Board for such expulsion.

VACANCIES

The Nominating Committee shall also be responsible for nominating persons to fill vacancies which occur between annual meetings, including those of officers.  Nominations shall be sent in writing to members of the Advisory Board at least two (2) weeks prior to the next meeting at which the election will be held. The persons so elected shall hold membership or office for the unexpired term in respect of which such vacancy occurred.

7.1  PROGRAM COORDINATOR

The Advisory Board shall take part in the hiring process of the Program Coordinator of Big Brothers/Big Sisters  of Luzerne County.  This will be done under the direction of the Project Director of the Bridge Youth  Services Center and the Executive Director of Catholic Social Services.

ARTICLE VIII:  COMMITTEES

EXECUTIVE COMMITTEE

There shall be an Executive Committee consisting of the Advisory Board.

8.2      DUTIES OF POWERS

Between meetings of the Board, regular or special, the Executive Committee shall have and exercise all powers  of the Advisory Board, accepting: amendments to the By-Laws, removal of officers and members of the Board, and the election of officers. All actions of the Executive Committee must be ratified by the Advisory Board at the meeting to remain effective beyond the date of such meeting.

8.3    QUORUM

A quorum for a meeting of the Executive Committee shall consist of at least a simple majority of the membership of the Committee.

8.4  STANDING COMMITTEE

The Standing Committee shall include:  Program, Nominating; Finance and Fund Development; and Public Relations/Recruitment.

COMMITTEE MEMBERSHIP

Each Standing Committee shall consist of no less than three (3) Board members with the President serving as an ex-officio member with full voting rights. The Chairperson of the Standing Committee shall be selected by the President and subject to the approval of the advisory Board. All board members shall serve on a Standing Committee.

DUTIES AND POWERS OF STANDING COMMITTEE

PROGRAM COMMITTEE:

This Committee shall be the principal arm of the Board COMMITTEE concerning:

  • Assisting staff in studying the nature and extent of the social needs and population
  • Assisting staff in identifying program goals and formulating courses of action to coordinate the fulfillment of these unmet needs.
  • Assisting staff in overseeing the development of a general five-year plan, and specific                                  one-year action program, by which the program focuses on the most critical unmet needs and coordinates an adequate community response
  • Assisting in developing plans to accomplish these goals.
  • Promote accomplishments of these objectives and plans among the members and committees of this corporation.
  • Receiving and studying program proposals to assure that no possible duplication of services or efforts is contained therein.
  • Insuring that proposals incorporate the best available ideas in the most community-responsible manner.
  • Assisting staff in establishing a program process review system for the evaluation of all Big Brothers/Big Sisters services on a regular basis and in line with all funding source guidelines.
  • Recommend corrective action to the Board and staff on program operating problems encountered.
  • Review general program performance and present, in conjunction with the Program Coordinator periodic reports to the Advisory Board and the community on accomplishments and progress to date.

FUNCTIONS OF THE NOMINATING COMMITTEE

This Committee shall be the principle arm of the Board concerning:

      A. Compile suitable records of the membership of the Board, including a current mailing list of members, their interests, and abilities of the members.B. Recommend to the Advisory Board the names of persons to become members of the Advisory Board.C. Make recommendations to the Board concerning removal of Board members.

D. Establish and follow an acceptable system for the recruitment, orientation, nomination and activation of new Board members. (See example)

E. Present a slate of Board members and officers of the Advisory Board. This provision shall not preclude nominations being made from the floor for such seats on the Advisory Board.

THE FINANCE AND FUND DEVELOPMENT COMMITTEE

This Committee shall be the principle arm of the Board concerning:

      A. This Committee shall assist program staff in assuring that the program is effectively discharging its responsibilities to funding sources and other contractual agreements by satisfactory compliances with all application conditions and requirements, and the fulfillment of reporting obligations.B. Assist in developing and accepting the annual budget and present this budget to funding agencies.C. Assist in insuring that the proper financial records are kept, reports reviewed, audit findings

 

      Compiled expeditiously.

D. Reporting to the Advisory Board the monthly financial reports of the organization together with recommendations for appropriate action, if warranted, to safeguard the expenditure of funds.

E. Plan and supervise fund raising efforts of the organization.

F. Work in concert with the Advisory Board Committee to insure the success of various fundraisers.

PUBLIC C RELATIONS /RECRUITMENT COMMITTEE

This Committee responsibilities shall include:

  • Communicating the program to the community.
  • Assisting in developing, overseeing and monitoring news releases to the newspapers, radio and T.V.
  • Being innovative in the area of publicity so that the Big Brother/Big Sister idea is communicated as effectively as possible to the community.
  • Developing, maintaining and constantly updating a public relations plan.

8.7 AD HOC COMMITTEE

The Advisory Board may create such other special committee, as it may deem necessary or desirable, with such powers as necessary and subject to such rules and regulations as the Advisory Board may determine. Persons other than Advisory Board members may serve on these Ad Hoc Committees.

ARTICLE IX

9.1 MEETINGS

The annual meeting of the program shall be helped in September of each year, at which time the election of the officers shall take place. Regular business may also be conducted at such meeting. The rules   governing notice and quorum of this meeting shall be the same as for the meetings of the Advisory Board.

REGULAR MEETINGS

The Advisory Board shall meet at least six times a year on the third Thursday of the designated month.
At the discretion of the President, meetings may be eliminated in July, August or December.

SPECIAL MEETINGS

Special meetings may be called by the President upon three (3) days notice or upon petition of ten (10) or
more members of the Advisory Board addressed to the President.

COMMITTEE MEETINGS

The Standing Committee shall meet regularly as the chairperson of the Standing Committee see necessary
to carry out the functions of each committee. The President of the Advisory Board may request the Chairperson to call a meeting of their committee to carry out an assigned task. The rules governing
notice of committee meetings shall be the same as the meetings of the Board.

NOTICE OF MEETINGS

Notice of all meetings shall be made at least five (5) days prior to the regular meeting and at least three (3) days prior to a special meeting.

9. 6 QUORUM

A quorum for the purpose of holding any meeting of the Advisory Board shall consist of at least a simple majority of the total membership. This existence of a quorum shall not thereafter be questioned once it has been declared by the presiding officer to exist at a meeting or an adjourned meeting.

MAJORITY

A simple majority of those present and voting shall be required to pass any motion or resolution at any meeting of the Board of Directors, unless otherwise provided by these By-Laws. Proxies will not be recognized and members must be present to cast a valid vote.

ABSENCES

If any Advisory Board member shall be absent from three (3) consecutive Board or Committee meetings of five (5) Board or Committee meetings annually, without good cause, he or she shall be subject to removal from the Board by action of the Board after notice and opportunity to appear and explain has been given. “Good Cause” shall be determined by the Board from the facts and circumstances available to it. .

ARTICLE X: RULES OF ORDER

ROBERT’S RULE OF ORDER shall govern the proceeding of all meetings of the organization and component parts except as provided in these By-Laws. In the event any By-Laws, motion, resolution, rules or act of this program is in violation of any regulation of any Federal or State agency providing funds for any activity or service of the program, said rule, etc. shall be declared invalid.

ARTICLE XI:  AMENDMENTS

These By-Laws may be amended by an affirmative vote  of 2/3 of the members of the Advisory Board voting on said amendment, provided that the text of the proposed amendment shall have been presented at a monthly meeting preceding the meeting at which it will be voted upon and further provided that a copy
thereof be sent to all members at least fifteen (15) days in advance of the second meeting.

ARTICLE XII: AGREEMENT

Acceptance of these By-Laws and any such amendments, included the procedures and policies contained within shall constitute a clear, binding agreement between the Advisory Board of Big Brothers/Big Sisters of Luzerne County and Catholic Social Services.