UNITED STATES POST ENUMERATION RECOVERY COUNCIL
The name of this organization shall be the United States Post Enumeration Recovery Council and shall operate as a charitable non profit corporation. The organization shall also be known as the US PER Council, US PERC and for reference in this set of by-laws, the Council.
The purpose of the Council is to plan, design and implement programs for =ACCESS.
III. VOTING MEMBERSHIP
A voting Member of the Council is any resident, property owner, or stakeholder who might be impacted by unequal access.
A List of Council Members shall be maintained at the Council office and reviewed and approved by the Board of Directors.
IV. BOARD OF DIRECTORS
- Membership and Size: The affairs and business of the Council shall be overseen by the Directors of the Board, to be composed of not less than nine (9) Members. The Directors of the Board shall be one (1) Executive Director, one (1) Executive Secretary, one (1) Executive Treasurer, and not less than six (6) Directors.
Term of Office: The Directors of the Board shall serve a term expiring at the end of Phase I. Directors shall be eligible to succeed themselves in Phase II.
Election: The Council Members shall elect the Members of the Board of Directors. A Nominating Committee, approved by the voting Council Members, shall prepare a slate of nominees to be presented in a timely manner to the general Membership prior to the termination of Phase I. Any Member may make nominations for any Director of the Board position.
- Vacancies: Unexpired terms shall be filled by appointment of the Nominating Committee with the approval of the Directors of the Board.
Termination: An Executive Director or Director may terminate his or her position on the Board by resignation or missing three consecutive regular Board meetings.
- Meetings:The Directors of the Board shall hold no less than one (1) regular meeting each year at such time and place as the Executive Board may designate. Special meetings may be called by the Executive Board. One week's notice shall be required for all regular and special meetings. The Executive Board may hold a special meeting without one week's notice if it is called by a majority vote of the Directors of the Board at a regular meeting.
- Quorum:The business of the Directors of the Board shall be conducted only when a quorum is present. One-half of the Directors of the Board shall constitute a quorum.
- Leave of Absence:The Directors of the Board may authorize a leave of absence for a Board Director.
- Duties:The Directors of the Board shall serve as the governing body of the Council and shall exercise oversight over the properties, programs, finances, and policy of the organization.
The duties of the Drectors of the Board are as follows:
- Plan, evaluate and develop programs to serve the needs and interests of the Council Membership and community.
- Adopt rules and regulations governing the affairs of the Council consistent with the Bylaws and policies of its charitable purposes.
- Adopt or approve procedures for the admission of Council Members, and fix the terms and conditions of Membership.
- Oversee preparation of budget and all revisions thereof. Oversee all funds, property and the affairs of the Council.
- Elect officers, establish committees as needed and define their duties.
- Authorize and supervise relations with local community organizations and with the public, within the local Council area in a manner consistent with the general policies of the Council's charitable purposes.
- Determine the conditions and terms controlling the use of the premises and equipment of the Council by those not officially connected with the Council.
- Oversee the organization and plans of all groups or activities or subordinate organizations within the local Council and operating in its name.
V. EXECUTIVE OFFICERS
- A. There shall be Executive Officers comprised of the Directors from the Council's Board of Directors. The Executive Officers shall be the Executive Director, the Executive Finance Director and the Executive Secretary Director. The Executive Officers shall act for the Board of Directors between Board meetings, provided that any such action is within the declared policies and procedures of the Board. The business of the Executive Officers shall not proceed without a quorum present, which shall be a majority of the Executive Directors. A complete report of any action taken by the Executive Officers shall be reported at the next meeting of the Board for ratification. The Executive Officers shall be responsible for all matters including recommending policies to the Board, keeping informed of the policies of Council and interpreting same for the Board and evaluating the performance of the Council's administration.
- B. Number, Term and Succession: The Directors of the Board shall consist of one (1) Executive Director, one (1) Executive Secretary, one (1) Executive Treasurer and six (6) Directors. The term of office shall be to the end of Phase I. Any Director may succeed him or herself.
- C. Duties:
- Executive Director:The Executive Director shall call and preside at all meetings of the Board; shall enforce the Bylaws; shall appoint standing committees and special committees; shall be ex-officio Member of all committees except the Nominating Committee; and shall perform other duties common to this office or as approved by the Board.
- Executive Secretary Director:The Executive Secretary Director shall enter all resolutions and proceedings of meetings in the records; shall assist with correspondence; and shall prepare other duties as may be assigned by the Board.
- Executive Finance Director:The Executive Finance Director duties include oversight of the Council's finances including overseeing the preparation of budget and fundraising efforts to support operational and special needs; receiving monthly financial reports from the administration and interpreting same to the Board; reviewing and making recommendations concerning sources of funding; oversight of the annual audit of financial operations; advising the Board on investment of funds; reporting regularly on the status of all funds; causing to be kept financial records; overseeing the preparation and presentation of the Council budget, and overseeing the regularly reported financial condition of the Council.
- Nominations and Elections--In an on-going process, nominate persons to fill vacancies on the Board; prepare slate of proposed officers to be elected at the end of Phase I; prepare and organize the annual meeting; recruit new Directors to serve on the Board; conduct a yearly orientation of Board Members within 60 days after the annual meeting; inform all new Directors and new Members of the Council of the goals and responsibilities of the Council, its Executive Board, its Board of Directors and its relationship to its affiliate.
VII. NOMINATIONS AND ELECTIONS
A. To fill vacancies where terms are expiring;
B. To fill new Board positions authorized by the Board. Nominees shall be broadly representative of the Council's focus area, of professions related to the Council's objectives, and of the Council program Membership. The slate shall be publicized at least 30 days prior to the end of each year by posting a copy conspicuously at the Council office and NetSite, by delivering a copy to each Board Member and by making copies available on request through the Council office.
C. Additional nominations may be made by active Council Members submitting a petition to the Council Executive Director not later than twenty days prior to the Annual Meeting. The Council Executive Director shall verify the nominee's willingness to serve if elected.
D. Election of Board Members shall be by majority vote of Council Members attending the Election Meeting.
A. These Bylaws may be amended by a majority vote of the Board of Directors present at any meeting, providing notice has been given at least ten (10) days in advance of the meeting. A statement of the proposed amendment or amendments must be set forth in said notice.
IX. REPRESENTATION TO __(not specified)________________
A. The Council's affiliate organization,____, maintains a contact person. The purpose is to provide a forum to communicate or discuss proposed policies, distribution of funds, oversight of financials and other issues that affect the Council and its affiliate organization.
X. DIRECTOR LIABILITY/INDEMNIFICATION
A Director shall not be personally liable to the Council or its Members for monetary damages for conduct as a Director, provided however that this provision shall not eliminate or limit the liability of a Director for acts or omissions that involve intentional misconduct or a knowing violation of a law by a Director, or for any transaction from which the Director will personally receive a benefit in money, property, or services to which the Director is not legally entitled. Nothing herein shall eliminate or limit the liability of a Director for any act or omission occurring before the effective date of this incorporation. Liability is also limited as provided by RCW 4.24.264 as now existing or hereafter amended.
To the fullest extent and in the manner permitted by the laws of the state of Washington, the Council shall indemnify any person threatened to be made or actually made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative, or investigative, by reason of the fact that such person was serving as a Director or officer of the Council, against judgments, penalties, fines, settlements and reasonable expenses (including attorney's fees) incurred or to be incurred by such person in connection with any such action mentioned above. Such indemnification shall continue on to a person who has ceased to be a Director or officer and shall inure to the benefit of his or her heirs, executors and administrators. Reasonable expenses so incurred may be paid or reimbursed by the Council in advance of the final disposition of such action, suit or proceeding in the manner permitted by the laws of the state of Washington. Any indemnification under this section shall be subject to the provisions of RCW 24.03.035(14), as referenced to RCW 23A.08.025, as now set forth or as may hereinafter be amended.
XI. RULES OF ORDER
All matters of procedure not covered by these Bylaws shall be governed by Robert's Rules of Order, approved and adopted most recently.
Adopted by the Board of Directors on this _20__ day of _November______, 1997.
Executive Director, Board of Directors
Executive Treasurer, Board of Directors
Executive Secretary, Board of Directors
/net/fon/fax listing for US PER Council
Glen Grace, Executive Director, Cemetery Director, firstname.lastname@example.org 15 years on Board of Edmonds Cemetery Restoration, 425.338.0829, 3116 108th Street SE, Everett, WA 98208
Ken Hickey, Executive Treasury Director, email@example.com CFP, 510.526.7287, 1645 Cedar Street, Berkeley, CA 94703
Jerri Sones, Executive Secretary Director, firstname.lastname@example.org educator, director of ELS program in Hawaii, curriculum planner for Seattle School ELS, 206.725.6985 4803 South Raymond Street, Seattle, WA 98118
Cecile Hansen, Native Director, email@example.com Duwamish Tribal Council, 206.226.5185, 140 Rainier Avenue South, Renton, WA 98055
Janet Bein, Phychology Director, firstname.lastname@example.org LEVIS psychologist, 510.526.7287, 1645 Cedar Street, Berkeley, CA 94703
Vivian Colon, Carribean Director, email@example.com Cervantes No. 6, Santurce, Puerto Rico, 00907
J. Pat Burke, Ethics Director, firstname.lastname@example.org Professor of Ethics, Seattle University, 206.296.5470, 900 Broadway, Seattle, WA 98122
Robert Spitzer, SJ. PhD., Midevil Director, email@example.com Professor of Ethics, Seattle University, 206.296.5470, President of Gonzaga University. 900 Broadway Seattle, WA 98122
Karen Lutz, Administrative Director, firstname.lastname@example.org Administrative Assistant, Psychology Department, 206.296.5400, 900 Broadway, Seattle,WA 98122
Tom Wiemken, Health Director, email@example.com Pharmisist, Growth Hormone Admisistrator, 813.821.1193, 445 12th Avenue NE, St. Petersburg, FL 33701
Els Wiemken, Travel Director, firstname.lastname@example.org Travel Agent, phn 813.821.1193 fax 813-577-7609 wrk 813-577-5282, 445 12th Avenue NE,St. Petersburg, FL 33701
Larry Spaulding, Agricultural Director, email@example.com Farmer and fresh pesto bottler, 815.684.5625 Rural Route #2, Box 26,Chadwick, IL 61014
Nancy Zugschwerdt, Horticultural Director, firstname.lastname@example.org Farmer and fresh pesto bottler, 815.684.5625, Rural Route #2, Box 26,Chadwick, IL 61014
John Popko, Community Director, email@example.com Seattle University Librarian, 296.6201
Laurie Wayne, Bibelots Director, firstname.lastname@example.org 2310 Rock Street #33, Moountain View, CA 94043
John Dickinson, CEO.Pres. email@example.com Househusband, 206.721.3113, 5242 S. Fontanelle Place, Seattle, WA 98118