Bylaws of Visions Five Group


			Visions Five Group
		Bylaws adopted January 2004 Article I: Office The principal office of the corporation in the State of Tennessee shall be in the office of the President or such other office as the Board of Directors may designate. Article II: Board of Directors Section 1. Duties, Number and Term The Board of Directors shall consist of not less than three nor more than fifteen members. The first Board shall be as named by the incorporators. A minimum of one-third of the directors shall be representative of the low income community within the definition established by the U. S. Department of Housing and Urban Development in its regulations governing Community Housing Development Organizations. Remaining board positions shall be held by persons with professional skills or positions in the region which will assist the Corporation in furthering its objectives. Board members shall serve for a term of one year. Board members may succeed themselves in office. Section 2. Vacancies Vacancies of the Board of Directors will be filled by appointment by the chairman subject to confirmation by the vote of a majority of the remaining Directors at any regularly scheduled meeting upon ten days' written notice to all members. A person chosen as Director shall serve the remainder of the term of the Director being replaced and shall further serve until the first regular meeting in which new Directors are chosen by the then serving Directors. Article III: Officers 1. Officers. The officers of the corporation shall be a President, a Vice President, a Chief Executive Officer, a Secretary, and a Treasurer. The Board of Directors may elect or authorize the President to appoint an Assistant Treasurer and an Assistant Secretary, as it shall deem desirable, such officers to have the authority and perform the duties prescribed from time to time by the Board of Directors. Any two or more offices may be held by the same person, except the offices of President and Treasurer and President and Secretary. 2. Presidency and Vice Presidency. The President and Vice President of the Board of Directors shall be elected at the annual meeting and shall hold office until their successors as provided for in these articles or are otherwise certified in accordance with the laws of Tennessee. A nominating committee shall be appointed not less than fifteen nor more than sixty days prior to the annual meeting to nominate a candidate for President and a candidate for Vice President. The committee shall consist of two members and the President, the President serving as an ex officio voting member of the committee. 3. President. The President shall preside at all meetings of the Members of the Board, and shall have general supervision and management of the affairs of the corporation subject, however, to the control, when exercised, of the Board of Directors and the members. S/he shall make reports to the members and perform all such other duties as are incident to this office or are properly required of him/her by the members. S/he may sign, with the Secretary or any other proper officer of the corporation authorized by the Board of Directors, any deeds, mortgages, bonds, contracts, or other instruments which the board of directors has authorized to be executed, except in cases where the signing and execution thereof shall be expressly delegated by the Board of Directors or by these bylaws or by statute to some other officer or agent of the corporation. 4. Vice President. The Vice President shall perform all such duties as may properly by required of him/her by the members or the President, and in the absence or inability of the President, shall exercise and perform the functions and exercise all the powers of the President. 5. Secretary and Treasurer. The Board of Directors shall elect, or authorize the President to appoint, a Secretary and a Treasurer, who need not be members of the corporation, who shall hold office during the pleasure of the board, but who shall not serve for a longer term than one year, but they may be reappointed to successive terms. If the Secretary and Treasurer are not members of the Corporation, they shall not have the right to vote. They shall attend meetings of the Board of Directors and the corporation unless instructed otherwise by the President in accordance with Paragraphs 7 and 8 of this article. 6. Chief Executive Officer. The Chief Executive Officer shall have general and active management of the business of the corporation under the direction of the Board of Directors and the President. S/he shall see that all orders and resolutions of the Board are carried into effect. S/he shall have general superintendence and direction of the Secretary and the Treasurer if they are not members of the corporation and of all employees of the corporation. S/he shall submit a report of the operations of the Corporation for the fiscal year to the President whenever called for by him/he and to the Members at the annual meeting, and from time to time shall report to the Board all matters known which the interests of the Corporation may require to be brought to their notice. S/he shall be ex officio a member of all committees and of the Community Council and shall have the general powers and duties of supervision and management usually vested in the office of the Chief Executive Officer of a corporation. S/he shall be elected by affirmative vote by a majority of the Board of Directors and shall serve until such time as s/he shall submit a written resignation to the Board, or in a meeting called in accordance with Articles VII, VIII, and/or IX and X, a vote of at least two thirds of the Board of Directors shall determine that s/he not continue in office. ` In accordance with section 12 of the charter, the Chief Executive Officer may not receive compensation for services rendered to the corporation if s/he is also a member of the board of directors. 7. Duties of Secretary. The Secretary shall keep full minutes of all meetings of the Directors and members, shall have charge of the corporate books; s/he shall be ex officio Secretary of the Board of Directors; s/he shall attend all sessions of the Board, unless instructed otherwise by the President, shall act as clerk thereof, and record all votes and the minutes of all proceedings in a book to be kept for that purpose; and shall perform like duties for the standing committees when required. S/he shall give, or cause to be given, notices of all meetings of the members and of the Board of Directors, and shall perform such other duties as may be prescribed by the Board of Directors, President, and Chief Executive Officer, under whose supervision s/he shall be. In accordance with section 12 of the charter, the Secretary may not receive compensation for services rendered to the corporation if s/he is also a member of the board of directors. 8. Treasurer. The Treasurer shall keep full and accurate accounts of receipts and disbursements in books belonging to the corporation and shall deposit all moneys and other valuable effects in the name and to the credit of the Corporation, in such depositories as may be designated by the Board of Directors. S/he shall disburse the funds of the Corporation as may be ordered by the Board, taking proper vouchers for such disbursements, and shall render to the President, Directors, and Chief Executive Officer at the regular meetings of the Board, or whenever they may require it, an account of all transactions and of the financial condition of the Corporation. S/he shall perform all duties incident to the office or that are properly required by the Board of Directors or the President and the Chief Executive Officer. The Treasurer shall give a bond for the faithful discharge of the duties of the office as the Board of Directors shall from time to time determine. In accordance with section 12 of the charter, the Treasurer may not receive compensation for services rendered to the corporation if s/he is also a member of the board of directors. 9. Compensation. Compensation of the Chief Executive Officer, the Secretary and the Treasurer shall be fixed by the Board of Directors. In accordance with the charter of the corporation, no employee of the corporation who is also a member of the board of directors can receive compensation for services rendered to the corporation. If a member of the board becomes an employee of the corporation or is to be otherwise compensated for services rendered to the corporation, s/he must first be removed as a member of the board. 10. Removal and vacancies. Officers, other than the Chief Executive Officer, and members shall be subject to removal by the affirmative vote of a majority of all members of the Board of Directors only for reason of breach of fiduciary duty or for deliberately attempting to subvert the Corporation in its pursuit of its stated objectives and purposes. The vacancy created by such removal shall be filled by the remaining members by majority vote. All members shall be notified in writing fifteen days prior to a meeting when a vote on removal is to be held as to the time, place, and purpose of the meeting. The member or officer proposed for removal shall have the right to have counsel present and to pose a defense against all charges. Article IV: Board of Directors 1. Control of corporate business. The business and property of the corporation shall be managed and controlled by a Board of Directors consisting of all members of the Corporation. 2. Governance. The Board of Directors shall make all rules governing the conduct and management of the Corporation which it deems advisable and which are not in conflict with the purpose of the Corporation or its Articles of Incorporation or bylaws. 3. Committees. The Board of Directors, by resolution adopted by a majority of the Directors in office, may designate and appoint one or more committees, each of which shall consist of one or more Directors, which committees, to the extent provided in said resolution, shall have and exercise the authority of the Board of Directors in the management of the Corporation, except that no such committee shall have the authority of the Board of Directors in reference to amending, altering or repealing the bylaws; electing, appointing or removing any member of any such committee or any Director or officer of the Corporation, amending the Articles of Incorporation; restating Articles of Incorporation; adopting a plan of merger or adopting a plan of consolidation with another corporation; authorizing the sale, lease, exchange or mortgage of all or substantially all of the property and assets of the Corporation; authorizing the voluntary dissolution of the corporation; or revoking proceedings therefor; adopting a plan for the distribution of the assets of the corporation; or amending, altering or repealing any resolution of the Board of Directors which by its terms provides that it shall not be amended, altered or repealed by such committee. The designation and appointment of any such committee and the delegation thereto of authority shall not operate to relieve the Board of Directors, or any individual Director, of any responsibility imposed upon it or him/her by law. The committees shall be required to keep regular minutes of their transactions and shall report the same to the Board at their regular meetings or upon request. Other committees not having and exercising the authority of the Board of Directors in the management of the corporation may be appointed in such a manner as may be designated by a resolution adopted by a majority of the Directors present at a meeting at which a quorum is present. Except as otherwise provided in such resolution, members of each such committee shall be members of the corporation, and the President of the Corporation shall appoint the members thereof. Any member thereof may be removed by the person or persons authorized to appoint such member whenever in their judgment the best interests of the Corporation shall be served by such removal. 4. Executive Committee. An Executive Committee of the Board of Directors shall be comprised of the President, Vice President, and, if they are members of the Corporation ex officio, the Secretary and Treasurer. Other members from the Board of Directors whom the President shall appoint and the Board shall confirm may also serve on the Committee. The Chief Executive Officer of the Corporation shall be a nonvoting member with the right to attend all meetings of the Executive Committee. 5. Powers of the Executive Committee. The Executive Committee may act on behalf of the Board of Directors on all matters to which it is not precluded by the charter and by Article by these bylaws or other actions of the Board of Directors. 6. Continuance as member. Each member of a committee shall continue as such until the next annual meeting of the members of the corporation and until his successor is appointed, unless the committee shall be sooner terminated, or unless such member be removed from such committee, or unless such member ceases to qualify as a member thereof. 7. Chair. One member of each committee shall be appointed chair by the person or persons authorized to appoint the members thereof. 8. Vacancies. Vacancies in the membership of any committee may be filled by appointments made in the same manner as provided in the case of the original appointments. 9. Quorum. Unless otherwise provided in the resolution of the Board of Directors designating a committee, a majority of the whole committee shall constitute a quorum and the act of a majority of the members present at a meeting at which a quorum is present shall be the act of the committee. 10. Rules. Each committee may adopt rules for its own governance not inconsistent with these bylaws or with rules adopted by the Board of Directors. Article V: Community Council 1. Members. A Community Council may be named to advise the Board of Directors. Standing members of the Community Council by virtue of their offices shall be 1) the President, 2) the Chief Executive Officer, and 3) members of the Board of Directors designated as representing low income constituencies. Up to fifteen members from the communities served by the Corporation who qualify as representatives of low income areas under policies established by the U. S. Department of Housing and Urban Development for Community Housing Development Organizations may be appointed by the President for terms of one to three years each. 2. Powers. The purpose of the Community Council shall be to present the views of the low income community to the Board of Directors. The Council and its committees shall have only such powers and authority as may be delegated to it by the Board of Directors of the Corporation. 3. Organization. Within such rules and guidelines as the Board of Directors may require, the Community Council may organize itself and conduct its affairs in accordance with standard rules of order. Article VI: Meetings of Members 1. Proxies. At all meetings members of the Corporation may vote either in person or by proxy executed in writing by the member, or by a duly authorized attorney. All proxies shall be filed with the Secretary of the meeting before being voted. No proxy shall be valid after eleven months from the date of its execution. Voting at meetings of the Board of Directors may be in like manner when permitted by the laws of Tennessee. 2. Quorum. A majority of the membership of the corporation, represented by the members in person or by proxy, shall be requisite at every meeting of members to constitute a quorum for the certification of officers and members or for the transaction of other business. 3. Fifteen voting members. Only the fifteen members of the corporation shall have the right to vote, in person or by proxy, except in an election held under the provisions of Articles II and IV. 4. Recorded voting. At all meetings of members, upon the request of a single member, voting shall be recorded in the minutes by the name of all members and with each member's vote on the question. 5. Telecommunications devices. Any action taken by the Board of Directors that is normally conducted by personal attendance or by written consent at a meeting may be taken by means of telecommunications devices whereby all members can hear and participate, and such participation shall constitute presence in person. 6. Voting by mail. Where members or officers are to be elected or certified by members and when such other matters as the Executive Committee shall determine are to be placed before the membership for a vote, such voting may be conducted by mail in such manner as the Board of Directors may determine. Article VII: Annual Meeting 1. Annual meeting. The annual meeting of the membership shall be held on the second Monday of November, if not a legal holiday, at the office of the corporation or at a place specified in the written notice of the meeting, at ten o'clock a.m. unless otherwise specified in the notice. If such Monday is a legal holiday, the meeting shall be held on the succeeding business day for the purposes of certifying and electing members and officers and for the transaction of such other business as may be brought before the meeting. 2. Time and place of annual meeting. The time and place of the annual meeting prescribed in Section 1 may be changed by a majority resolution of all members of the Board of Directors. Article VIII: Special Meetings of Members Special meetings of the members may be called by the President, by the Board of Directors, or by two members or more upon giving notice in the manner prescribed for such meeting in Article IX. The purpose for which the meeting is called shall be given in the notice. Article IX: Notice and Waiver 1. Notice. Written notice of all meetings, stating the place, day, and hour at which the meeting shall be held shall be mailed by the Secretary or the Chief Executive Officer to each member at his address as the same appears in the minutes of the Corporation at least ten and not more than fortyfive days prior to the meeting. 2. Waiver. Whenever any notice required to be given under the Tennessee Nonprofit Corporation Act or by provision of the Articles of Incorporation or of these bylaws, a waiver therefor in writing is signed by persons entitled to such notice, whether before or after the time stated therein, it shall be deemed equivalent to the giving of such notice. 3. Written Consent. Whenever under the Charter or Bylaws of this corporation or under the laws of the State of Tennessee the Directors are permitted or required to take any action, they may take such action without a meeting upon their written consent setting forth the action taken and signed by all of the Directors entitled to vote thereon. Article X: Management of Corporate Funds 1. Signatories. All checks, drafts or orders for the payment of money, notes or other evidences of indebtedness in the name of the Corporation, shall be signed by such officer or officers or agent or agents of the Corporation and in such manner as shall from time to time be determined by resolution of the Board of Directors. In the absence of such detemination by the Board of Directors, such instruments shall be signed by the Treasurer and countersigned by the President of the Corporation, or in his absence, by the Vice President. In no instance shall less than two signatories be required for such instruments. 2. Depositories. The Board of Directors shall select banks, trust companies, or other depositories in which all funds of the corporation not otherwise employed shall, from time to time, be deposited to the credit of the corporation. Any and all such banks, trust companies, or other depositiories so selected must be insured against loss of deposits; said insurance being federally authorized or carried by a solvent, reputable private insurance carrier. 3. Intended use. No funds received by grant, loan, donation, bequest, or any other means shall be diverted from the use to which they may be assigned by the grantor, lender, donor, testator or testatrix, unless such use is contrary to or in conflict with the purposes of the Corporation. 4. Financial review. A review or audit of the affairs of the Corporation shall be conducted at least annually at the direction of the President or a majority of the members. Article XI: Indemnification Every person who is or shall be or shall have been a Director, member of the Community Council, or officer of the corporation or his/her personal representative shall be indemnified by the Corporation to the extent of the corporation's financial capacity against all costs and expenses reasonably incurred by or imposed upon him/her in connection with or resulting from any action, suit or proceeding to which s/he may be made a party by reason of his/her being or having been a Director, member of the Community Council, or officer of the Corporation or of any subsidiary or affiliate thereof, except in relation to such matters as to which he shall finally be adjudicated in such action, suit or proceeding to have acted in bad faith and to have been liable by reason or willful misconduct in the performance of his duty as such Director, member of the Community Council or officer. "Costs and expenses" shall include, but without limiting the generality thereof, attorney's fees, damages and reasonable amounts paid in settlement. Article XII: Informal Action Any action required or permitted to be taken at any meeting of the Board of Directors, the members, or any committee thereof may be taken without a meeting if prior to such action a written consent thereto is signed by all Directors, members or committee members, as the case may be, and such written consents are filed with the minutes of proceedings of the board or the committee. Article XIII: Amendments to Charter and Bylaws The charter and these bylaws may be altered, amended or repealed and new ones may be adopted as provided in the Articles of Incorporation. A majority of the Board of Directors present at any regular or at any special meeting may adopt changes in the charter and the bylaws provided at least thirty days' written notice has been given to all members of the intention to alter, amend or repeal or to adopt a new charter or bylaws at such meeting. Article XIV: Books and Records The Corporation shall keep correct and complete books and records of account and shall also keep minutes of the proceedings of its Board of Directors, members, Community Council, and committees having any of the authority of the Board of Directors, and shall keep at its registered or principal office a record giving the names and addresses of the members entitled to vote. All books and records of the corporation may be inspected by any member, or his agent or attorney, for any proper purpose at any reasonable time. Article XV: Fiscal Year The fiscal year of the Corporation shall begin on the first day of January and end on the 3lst day of December in each year. Article XVI: Seal The Board of Directors may adopt, alter, and use a corporate seal at its pleasure. The undersigned, Secretary of the corporation known as the Visions Five Group, does CERTIFY that the above and foregoing bylaws were duly adopted by the Members of said corporation as the bylaws of said corporation on the ____ day of January, 2004, and that they now constitute the bylaws of said corporation. Attest: [signature] Secretary Return to Site Map Take me Home E-mail to: visionsfive@yahoo.com Together We Can revised December 18, 2003 site url: http://www.oocities.org/visionsfive/