Bylaws of St. Charles County Community Organziations Active in Disaster (SCCCOAD)
ST. CHARLES COUNTY, MISSOURI
MISSION
The ST. CHARLES COUNTY COAD is a body of voluntary agencies, governmental organizations, faith-based groups and people who serve and care. These non-profit agencies and faith groups seek to: Communicate, Cooperate, Coordinate and Collaborate in times of disaster. The 4 C’s, as they are known by COAD members, are the essential actions needed to effectively serve in the event and time of a disaster. Through collaboration, cooperation, communication and coordination of goods and services, time, energy and funds are better utilized and the victims of disasters are better served. When disasters take place, the COAD provides an immediate structure thereby making service delivery more effective with less duplication.
ARTICLE I - NAME AND RELATIONSHIPS
SECTION A: Name – The name of this organization is St. Charles County Community Organizations Active in Disaster, hereafter referred to as SCCCOAD.
SECTION B: Address – The business address for SCCCOAD is 301 North Second Street, St. Charles, MO 63301.
SECTION C: Area Covered – The Missouri county of St. Charles is the area serviced by SCCCOAD.
ARTICLE II - PURPOSE
SECTION A: Purpose - To bring together community organizations at all levels who are, or desire to be, active in disaster, including relevant businesses and government agencies, to foster more efficient and effective service to people affected by disaster in St. Charles County through cooperation, coordination, communication and collaboration.
SECTION B: Incorporation Purpose: The corporation is organized exclusively for charitable, educational, religious, or scientific purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code.
SECTION C: Legislative Or Political Activities: No substantial part of the activities of the corporation shall be the carrying on of propaganda or otherwise attempting to influence legislation and the incorporation shall not participate in or intervene (including the publishing or distribution of statements) in any political campaign on behalf of any candidate for public office.
SECTION D: Operational Limitations: Notwithstanding any other provisions of these articles, the corporation shall not carry on any other activities not permitted to be carried on (a) by a corporation exempt from Federal Income Tax under Section 501(c) (3) of the Internal Revenue Code of 1954 (or the corresponding provision of any future United States Internal Revenue Law) or (b) by a corporation, contributions to which are deductible under Section 170(c) (2) of the Internal Revenue Code of 1954 (or the corresponding provision of any future United States Internal Revenue Law).
ARTICLE III - PRINCIPLES OF MEMBERSHIP
SECTION A: Membership - The membership of SCCCOAD shall consist of the following categories:
(1) Regular Membership (Voting) - Any not-for-profit or governmental organization, agency or foundation, and their employees, active in St. Charles County, with either a stated or implied policy of committing resources, without discrimination, to meet the needs of people affected by disaster. Resources can be people, money, equipment, goods and services, facilities or any other commodity which may be needed during the urgent and often confusing conditions associated with disaster.
a. Any organization participating in the initial formation of SCCCOAD and otherwise meeting Regular Membership criteria will be considered Regular Members upon formation.
b. Any organization wanting to become a Regular Member subsequent to SCCCOAD formation, and meeting Regular Membership criteria, will make their desires known at any meeting of SCCCOAD, or to any officer outside a regular meeting, and that organization will be considered a Regular Member upon so declaring at the meeting or upon the convening of the next regularly scheduled meeting, as applicable.
(2) Affiliate Membership (Non-voting) - Any organization or business, whether for profit or not, with an interest in helping people affected by disaster but which do not meet the criteria for Regular Membership. This category may include organizations or government agencies with primarily disaster planning and operations responsibilities. Initial and subsequent Affiliate Membership will be analogous to the procedures for Regular Membership as delineated above in parts III.A.1.a. and III.A.1.b.
SECTION B: Attendance and Voting
(1) Attendance - Members, regardless of membership category, may attend any meeting of the whole and have voice privileges on any issue of discussion.
(2) Voting - Voting is limited to Regular Members, including Executive Committee members. All votes will be determined by simple majority (fifty percent of eligible votes cast, plus one).
(a) Policy Issues - Policy issues shall be voted upon by organizational entity with a single vote per organization. Members of each organizational entity shall identify a single representative in writing to vote for the entity. Individual members, unless specifically representing an organization, shall not be allowed a vote on policy issues. The Chair shall determine which issues are policy in nature and so declare prior to asking for a vote. Organizational components, such as Offices, Divisions, Departments, and Teams shall be considered part of the parent organization and will not have a separate vote on policy issues. All Executive Committee members shall have a vote.
(b) Other Issues - Voting on all other issues shall be by individual members present.
SECTION C: Contributions - Membership or affiliation with SCCCOAD does not require the payment of dues. However, members will be encouraged to donate time, resources or facilities for the administrative support of the organization. From time to time, cash contributions may be solicited to pay for administrative costs not otherwise covered.
ARTICLE IV - MEETINGS AND CORRESPONDENCE
SECTION A: Meetings - Meetings-of-the-whole shall be scheduled every month and special meetings as needed. Meeting frequency is changeable by a policy issue vote – see Section B (2).
(1) Meetings-of-the-whole: Regularly scheduled meetings shall be held on the second Wednesday of each month beginning at 11:00 a.m. The Secretary shall confirm meeting date, time, location and agenda at least one (1) week prior to the scheduled meeting. Correspondence, to the extent practicable and feasible, shall be by e-mail to decrease the administrative costs of the organization. Meetings may be rescheduled by majority vote of the membership present at the meeting immediately preceding the one being rescheduled.
(2) Special meetings - Special meetings may be called by the Chair or by a majority of the Executive Committee. Any SCCCOAD member may request a special meeting by making their request known to any officer. The officer will poll the Executive Committee and if a majority of the Executive Committee members concur, the special meeting will be called. To the extent practicable, two weeks’ notice of a special meeting is recommended. However, circumstances may dictate meeting as soon as possible.
SECTION B: Quorum - For regularly scheduled and special meetings, five (5) members, eligible to vote on policy issues, shall constitute a quorum for conducting business. For committee meetings, a quorum shall be a simple majority of the committee membership. Decisions put to a vote will be determined by simple majority (fifty percent of votes cast plus one).
SECTION C: Confirmation of next meeting - The location, date and time of the next meeting will be confirmed immediately prior to adjourning the current meeting.
SECTION D: Parliamentary Procedure - Robert's Rules of Order shall govern how SCCCOAD meetings are conducted.
SECTION E: Minutes - Minutes shall be taken at all meetings of the SCCCOAD by either the Secretary or a member designated by the Chair in the Secretary's absence. Said minutes shall be distributed at least one week prior to the next scheduled meeting and approved or corrected at that meeting.
SECTION F: Method of Correspondence – To minimize administrative costs, the preferred method of correspondence is e-mail, followed by facsimile. The postal system will be used only for members who do not have access to either e-mail or facsimile.
ARTICLE V – LEADERSHIP AND ELECTIONS
SECTION A: Officers - Only Regular Members can hold Office in SCCCOAD. There shall be four officer positions: Chair, Vice-Chair, Secretary and Treasurer. Officers shall be elected at the last regularly scheduled meeting of the calendar year with new Officers commencing their duties on the first day of the new calendar year. Officers will serve without pay.
SECTION B: Elections - Officers shall be elected by majority (fifty percent of votes cast plus one) of the voting members present. With respect to voting privilege, election of Officers IS NOT a policy issue.
SECTION C: Term of Office - The term of office shall commence on the first day of the calendar year following election and shall terminate on the last day of that calendar year. Officers are eligible to succeed themselves provided no person hold the same office for more than (2) consecutive terms.
The first set of officers will be appointed / elected by simple majority (quorum required). For the initial period Chair and Secretary will serve one-year terms; Vice-Chair and Treasurer will serve two-year terms. After the first year, all terms will be two (2) years. Officers may serve no more than two (2) consecutive terms. Once an officer has served two consecutive full terms, she or he will not be eligible to serve again for one (1) full term.
SECTION D: Duties and Responsibilities
(1) Chair – Convene and preside at meetings; be the SCCCOAD principal representative and spokesperson; form ad hoc committees and assign committee leadership; delegate tasks; provides overall leadership.
(2) Vice Chair – Assume the duties of Chair in his or her absence or at the request of the Chairperson.
(3) Secretary – Performs duties as implied by the title. Serves as chairperson in the absence of the Chair and Vice-Chair.
(4) Treasurer – Manages checkbook, prepares and submits monthly financial reports and participates in audits.
(5) Emergency Management Director
SECTION E: Resignation - An officer may resign by submitting a resignation in writing to either the Chair or the Secretary. In the event of the resignation of the Chair, the Vice-Chair shall assume the duties of Chair. Other officer vacancies shall be filled by appointment by the Chair after consultation with the Executive Committee or by the Executive Committee in the absence of a Chair. Officers so appointed shall serve until the end of the term for which appointed.
ARTICLE VI – COMMITTEES
SECTION A: Executive Committee
(1) General - The membership of the Executive Committee shall consist of the SCCCOAD Chair, Vice-Chair, Secretary and Treasurer and the Emergency Management Director.
(2) Purpose - The purpose of the Executive Committee is to expedite the order of business at the regular membership meetings by considering and referring appropriate matters of business to the full membership for consideration and action. The Executive Committee shall also consider all business requiring attention during the interval between regular meetings of SCCCOAD. In an emergency, the Executive Committee may make and act upon decisions affecting the entire organization. Decisions so made shall be presented to the membership at the next regular or special meeting for approval.
SECTION B: Other Committees - No sub-committee, other than the Executive, is established in these articles of organization. Sub-committees may be established by the Executive Committee to meet the needs of the organization. Ad hoc Membership and Audit Committees are established herein. The Chair may appoint additional ad hoc committees to accomplish specific tasks of the organization. Subcommittees may be appointed at the discretion of the committee chairs.
ARTICLE VII - BUDGET AND FINANCE
SECTION A: Income: Any SCCCOAD funds collected can only be dispersed with the approval of the Executive Committee. Pre-approval is authorized; disbursement shall require the signature of any two officers.
SECTION B: Inurement of Income: No part of the net earnings of the corporation shall inure to the benefit of, or be distributable to, its members, directors, officers or other private persons except that the corporation shall be authorized and empowered to pay reasonable compensation for services rendered.
SECTION C: Auditing Committee: The Chair shall appoint an auditing committee of two (2) Regular Members to review and reconcile SCCCOAD funds. Review and reconciliation shall occur at least annually and when there is a turnover of the treasurer position. Review and reconciliation coincident with treasurer turnover shall constitute the annual audit. The Chair of the audit committee shall report his or her findings at the regularly scheduled meeting next following the audit. The Executive Committee may elect to use professional service providers when needed.
SECTION D: Dissolution Clause: Upon the dissolution of the corporation, the Board of Directors shall, after paying or making provisions for the payment of all of the liabilities of the corporation, dispose of all the assets of the corporation exclusively for the purposes of the corporation in such manner, or the such organization or organizations organized and the time qualify as an exempt organization or organizations under Section 501 (c)(3) of the Internal Revenue Code of 1954 (or the corresponding provision of any future United States Internal Revenue Law), as the Board of Directors shall determine.
Any such assets not so disposed of shall be disposed of by the Circuit Court of the county in which the principal office of the corporation is then located, exclusively for such purposes or to such organization or organizations, as said Court shall determine, which are organized and operated exclusively for such purposes.
ARTICLE VIII - RATIFICATION OF SCCCOAD BYLAWS
SECTION A: Bylaws: These bylaws, and any proposed changes, shall become effective immediately upon ratification by a majority vote of the Regular Membership eligible to vote on policy issues present at the meeting at which the vote is taken. Bylaws changes must be promulgated to the entire membership at least two weeks prior to the meeting at which a vote is scheduled. Proposed bylaws MAY be amended from the floor.
ARTICLE IX – SUNSHINE LAW COMPLIANCE
All meetings will be conducted in a manner that is compliant with Missouri Sunshine Law.
Version: April 26, 2011