National Association
of RSVP Directors, Inc.
Bylaws
The old that will be deleted.
New that is being revised or added.
The
National Association of RSVP Directors, Inc.
Bylaws
ARTICLE I - NAME
The name of the organization shall be: The
National Association of Retired and Senior Volunteer Program
Directors, Inc. (NARSVPD), henceforth known as the Association.
The following national by-laws supersede all other state and
cluster association by-laws.
ARTICLE II - PURPOSE
Section 1
To provide, through national forum and focus, visibility and
advocacy for the Retired and Senior Volunteer Program [RSVP].
Section 2
To establish a network of communication among RSVP Directors and
projects, and between national, state, and/or cluster RSVPD
Associations.
Section 3
To provide a vehicle of expression for majority opinion on
behalf of RSVP and older Americans
volunteers:
to the Corporation for National
and Community
Service, the
Administration on Aging, Congress, and other appropriate
governmental and national entities.
Section 4
To conduct workshops and training programs of technical
assistance and professional development for RSVP
Directors.
Section 5
To conduct surveys and develop data bases to aid in the
management of RSVP projects.
ARTICLE III MEMBERSHIP
The members of the Association shall consist of
those who have applied for membership in accordance with the
procedures determined by the Board of Directors; and who have
been enrolled as members on the membership roster. No
individual may hold more than one (1) membership or belong to
more than one (1) class of membership.
Section 1 -
Professional
Professional membership shall be open
to only
only to
RSVP
Directors who shall have one vote and be eligible to hold
office.
Section 2 -
Associate
Associate Membership shall be open to individuals who wish to
promote NARSVPD, not to include RSVP Directors.
"Friends"
Associate members
will
receive all communications pertinent to members, but will not
have voting privileges or be eligible to hold office.
Section 3 -
Organizational
Organizational members shall be open to all organizations which
share the desire to promote RSVP. excluding state and cluster
associations of RSVP/SSC and the Federal funding source which
qualify under Sections 1 and 2. Organizational membership
will receive all communications pertinent to members but
shall not vote nor be eligible to
hold office
will not have voting privileges or be eligible to
hold office.
Section 4
- RSVP Volunteers
RSVP volunteer membership shall be open to all RSVP volunteers
who share a desire to support RSVP on a national level. but
these members shall not vote or be
eligible for office
Volunteer members
will receive all communications pertinent to members but will
not have voting privileges or be eligible to hold office.
Section 5 - Dues
Dues shall be paid annually for all membership
classes, the amount to be determined by the Board of Directors
in accordance with the expenses of the Association. In the
event a professional member is replaced with a new director, the
new director will not be required to pay dues until the next
annual dues are payable. Memberships are due and payable on
July 1st of each year. Professional Member dues must be
received by the Treasurer on or before November 1st
to be eligible for nomination to any office or to be eligible to
vote in an election during the membership year.
Section 6 - Attendance
Membership attendance at all meetings is
encouraged; however it is not a requirement for being a member
in good standing. All meetings are open to the public.
ARTICLE IV - OFFICERS
Section 1 - Duties
The officers of the Association shall be: President,
Vice-President, Secretary, Treasurer, and Immediate
Past-President, if the position is filled. These officers shall
perform the duties prescribed by
the Articles of Incorporation,
these by-laws, the parliamentary
authority adopted by NARSVPD, Inc. and the NARSVPD Procedures
Manual.
The Board may
require and pay for any officer to have a fidelity bond through
a licensed bonding agency in a sum determined by the Board.
Section 2 - Election
Officers [except the Immediate Past-President] shall be elected
bi-annually for a two-year term.
The President and Vice President shall be elected
in odd number years. The Secretary and Treasurer shall be
elected in even numbered years.
The Immediate Past-President automatically takes
office when the new President's term begins. If the President
is re-elected for a second two-year term, there will be no
office of Immediate Past-President.
Section 3 Term Limits
No member shall hold more than one office at a time. Following
a second term, election to the same office is barred for two
years.
Each Officer shall hold
his/her office until he/she resigns, is removed, or becomes
otherwise disqualified to serve. An Officer may be removed with
cause by a majority of the membership. If an officer is filling
out a term of office following a vacancy, the incomplete term
will not be considered as part of the two terms. An Officer
may resign at any time by giving written notice to the Board.
Section 4 Vacancy of an Office
In the event of the vacancy of an office, the President shall
appoint a replacement with ratification by the Board at its next
meeting and this appointment will be effective until the next
Annual Meeting, at which time the vacancy will be filled until
at the next scheduled election
for that office.
Section 5 - President
The President shall be the executive officer of
the Association and shall, subject to the direction of the Board
of Directors, have general supervision of the activities and
Officers of the Association.
Section 6 - Vice President
The Vice President shall assist the President. In
the event of the absence, disability or resignation of the
President, the Vice-President shall serve in the place of the
President and assume all the powers and duties of the office.
Section 7 - Secretary
The Secretary shall keep and maintain the minutes
of all meetings of the Association and the Board of Directors;
handle general correspondence of the Association; in cooperation
with the Treasurer, file such documents as may be required with
Indiana Secretary of State and the Internal Revenue Service.
Section 8 - Treasurer
The Treasurer shall be the financial officer of
the Association and shall keep and maintain adequate and correct
accounts of the properties and business transactions of the
Association.
Section 9 - Immediate Past President
The Immediate Past President shall serve in an
advisory capacity to the Board and shall serve on the Executive
Committee and any other committee as appointed by the President.
ARTICLE V - BOARD OF
DIRECTORS
Subject to the Articles of Incorporation, these
bylaws, any statutes of the State of Indiana, NARSVPD Procedure
Manual, all the activities and affairs of the Association shall
be exercised by or under the direction of the Board of
Directors.
Section 1 Board of
Directors
Board Members
a. Shall be made up of the four elected officers, Immediate
Past-President, and two elected delegates and at least one
alternate and not more than two alternates from each
cluster. Each of whom
Delegate
enjoys one vote. except the
Alternates
who has
have
no vote.
The clusters are designated by The Corporation for Community and
National Service.
b. All officers, delegates, and
alternates must be Professional members of NARSVPD, Inc. in
order to hold office.
All Board of Directors must be Professional
Members of NARSVPD with current dues paid 30 days prior to the
fall board meeting.
c. In the event Vice-President taking
over the duties of the President, a temporary Vice-President
shall be elected by the Board of Directors to complete the
term.
c. In the event of the vacancy of an office, the
President shall appoint a replacement with ratification by the
Board at its next meeting and this appointment will be effective
until the next Annual Meeting, at which time the vacancy will be
filled until at the next scheduled election.
Moved to Article IV Section 4
c. In the event of
a vacancy of
resignation by
a Delegate position, the Alternate will automatically
move into the Delegate position, and the affected Cluster
will elect a new Alternate. Should an Alternate resign, a new
Alternate will be elected by that Cluster. Should the
Delegate be unable to attend a meeting, the Alternate will be
eligible to vote in his or her absence.
d. Each Delegate shall serve as liaison between the Cluster
represented and the Board of Directors of the Association.
Section 2 - Quorum
A
majority of the Board membership shall constitute a
quorum at any meeting of the Board of Directors.
Section 3 - Duties of the Board of Directors
Duties of the Board of Directors shall be to determine all
matters of the Association policy deemed necessary to achieve
the purpose of the Association which are outlined in the
Articles of
Incorporation, these
By-Laws,
any statutes of the State of
Indiana, and
NARSVPD
Procedures
Manual of NARSVPD, Inc.
Section 4 Election
The Southern and Southwest Cluster Delegates and
Alternates shall be elected in even numbered years. The
Atlantic, North Central and Pacific Delegates and Alternates
shall be elected in odd numbered years.
Section 5 Removal from the Board
Delegates and Alternates may be removed from the
board with just cause (misconduct, violation of Policies and
Procedures) by a majority vote of the Board members.
ARTICLE VI - COMMITTEES
Section 1-
Standing
Standing committees shall be determined by the Board of
Directors as deemed necessary for the promotion and
implementation of the Association's purposes.
Standing
committees shall be the Bylaws, Communication, Legislative,
Resource, and Strategic Planning. Committee members and
chairperson shall be appointed by the President.
Section 2 -
Special
Special committees shall be determined by the President as
deemed necessary to handle special programs, functions,
problems, or purposes of the Association. President
shall appoint
Committee members
and chairpersons
shall be appointed by the
President. of these
committees.
Section 3 -
Executive
Executive Committee shall consist of the elected officers of the
Association and the Immediate Past-President, if the position is
filled.
The
executive committee duties are to coordinate the efforts of the
Board and Committees, conduct day-today business of the
Association and make decisions regarding the Association during
the interim of Board and general membership meetings.
Section 4 -
Election/Credentials
The Elections/Credentials Committee shall be appointed by the
President with the approval of the Board.
The committee shall consist of three members who
serve as Chairperson, Delegate Elections Coordinator, and
Credentials Supervisor.
ARTICLE VII MEETINGS
Section 1 -
Annual
The Annual Meeting shall be held in a given location and at a
specific time as determined by the Board of Directors.
The newly elected Officers, Delegate, and
Alternates will begin their term at the close of the annual
meeting.
Section 2 -
Board of Directors
Board of Directors shall meet at least twice a year
in a given
location and at a specific time as determined by the Board of
Directors.
Section 3 - Special
Special meetings may be called by the President
or Board Members may ask for a special meeting for the
transaction of only such business as is stated in the call for
the meeting.
ARTICLE VIII- ELECTION OF THE BOARD OF DIRECTORS
Only Professional Members in good standing as of
November 1 of the current membership year may be
nominated for Officers, Delegates, and Alternates positions.
Candidates nomination must include a letter of
intent to run for an office, delegate, or alternate position, a
biography, and ten letters of endorsement from professional
members. If candidates fail to comply with the election format,
the candidate is disqualified.
Officers, Delegates, and Alternates shall be elected to
staggered terms. The President and Vice-President shall be
elected in odd numbered years. The Secretary and Treasurer
shall be elected in even numbered years. The Southern and
Southwest Cluster Delegates and Alternates shall be elected in
even numbered years. The Atlantic, North Central, and Pacific
Cluster Delegates and Alternates shall be elected in odd
numbered years. The terms shall begin at the close of the
Annual Meeting of the year of election and shall extend to the
close of the Annual Meeting, two years thenceforth. Only
RSVP Directors who are members of the Association
Professional Members
in good standing as of
November 1 of the current membership year
may vote in the election of Officers,
Delegates, and Alternates. Following a second term, election
as a delegate an
officer, delegate, or
alternate
will be barred for two years. If an
officer, delegate, or
alternate is filling out a term of
office
service
or a director is elected
to complete the term of
service
a delegate leaving the
position,
the incomplete term will not be considered as part of the two
terms.
ARTICLE
IX DUES
Dues shall be paid annually for all membership
categories, the amount to be determined by the Board of
Directors in accordance with the expenses of the Association.
(This is
added under Article III Membership)
ARTICLE IX Staff
Staff shall consist of those appointed,
contracted, or employed by the Board of Directors to serve in
those capacities deemed necessary by the Board of Directors.
Staff compensation is to be set by the Board of Directors.
ARTICLE X PROPERTY, FUNDS, AND ACCOUNTS
The Board of Directors shall accept grants or
gifts of money, securities, or other real, tangible or
intangible property on behalf of the Association on such terms
as the Board of Directors shall approve, and to hold such gifts
in the name of the Association in a manner consistent with the
purpose of the Association, pursuant to Indiana Code 23-17-4-2.
The Board of Directors shall have the authority
to appropriate specific sums to fulfill the objectives and
purposes of the Association and to direct disbursements to
implement those appropriations.
ARTICLE XI - REIMBURSEMENT POLICY
Each Officer and Delegate should make every
effort to secure total or partial expense reimbursement from
other sources. After they have done this, the Association will
reimburse on a need basis in accordance with the budget and
within its cash on-hand situation.
ARTICLE XII INDEMNIFICATION
Officers and directors of the organization are
indemnified for any cost, expenses, or liabilities necessarily
incurred in connection with defense of any action, suit, or
proceeding in which they are made a party by reason of being or
having been a member serving in an elected or appointed
capacity. Subject to the limitations imposed by the Articles of
Incorporation, it is intended that the officers and directors be
granted indemnity to the full extent permissible under the Law.
They are not to be construed as granting indemnify with respect
to, matters as to which indemnification would be in
contravention of the laws of the State of Indiana or of the
United States of America whether as a matter of public policy or
pursuant to statutory provisions.
ARTICLE XIII - AMENDMENTS
Section 1
By-Laws may be amended by the Board of Directors.
a two-thirds vote of the members at the
Annual meeting, provided notice of the Board meeting and
proposed changes shall have been mailed to all Professional
members of the Association at least one month prior to the
meeting.
Section 2
By-Law changes must be ratified at the Annual Meeting
by a
two-thirds vote of the Professional Membership in attendance at
the Annual meeting. Notice of the Annual meeting and the
proposed changes compared to the current By-Laws shall be sent
to all Professional Members of the Association at least one
month prior to the meeting.
ARTICLE
XIV- PARLIAMENTARY AUTHORITY
The Association shall be governed by these by-laws,
the statutes of the State
of Indiana,
and Robert's Rules of
Order, Newly Revised.
ARTICLE XV - DISSOLUTION
In the event of dissolution, any remaining assets shall be
distributed to organizations organized and operated exclusively
for charitable, educational or scientific purposes as shall at
the time qualify as exempt organizations under Section 501(c)(3)
of the Internal Revenue Code of 1954. Any such assets not so
disposed of shall be disposed of by the Court of Common Pleas of
the county in which the principal offices of the corporation is
then located exclusively for such purposes or to such
organizations, as said court shall determine, which are
organized and operated exclusively for such purpose.
ARTICLE XVI - RATIFICATION
Section 1
These by-laws were adopted unanimously by the Delegates in the
national Steering Committee meeting as of March 18, 1977.
Ratified July 1977.
Section 2
March 7,
1980........................................... March 8, 1980
March 27, 1981......................................... March
28, 1981
February 26, 1982..................................... February
27, 1982
March 15, 1983......................................... March
16, 1983
October 19, 1983...................................... December
1, 1983
April 22, 1987............................................ April
22, 1987
March 28, 1989......................................... March
29, 1989
May 21, 1991............................................ May 21,
1991
March 13, 1992......................................... March
14, 1992
February 28, 1996..................................... July 14,
1996
September 16, 1997.................................. June
27,1998
January 12, 2000
....... June 6, 2002
September 14, 2002
..... June 9, 2003
September 20, 2005
.....
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