BY-LAWS
of
(Founded September 11, 1970; Incorporated: February
28, 1972; Re-named September 21, 1976;
Revised by the Board on August 19, 1997; Present revision adopted by the Board
on December 11, 2007).
ARTICLE I:
NAME
The name of this organization shall be “Durham
Congregations in Action” (hereinafter referred to as DCIA).
ARTICLE II:
LOCATION
Section 1, Principal Office: The principal office of DCIA shall be located
at
Section 2, Registered Office: The registered office of DCIA, required by
law to be maintained in the State of North Carolina, may be, but need not be,
identical with the principal office.
ARTICLE III:
PURPOSE
Section 1, Charitable and Religious: This organization
shall be a nonprofit corporation organized exclusively for charitable and
religious purposes as set forth in the Articles of Incorporation, and in a
manner consisted with Chapter 55A of the General Statutes of North Carolina and
with Section 501(c)(3) or successor provisions of the Internal Revenue Code.
Section 2, Cooperation, Affirmation, Service,
Education, Advocacy: The purpose of DCIA shall be:
a. To promote and practice cooperation and amity among
religious congregations of different faiths and races in
b. To increase mutual understanding and respect among
c. To organize and provide service programs addressing
unmet needs of suffering
and vulnerable people in
d. To educate members and the community about social
needs and problems in
e. To
advocate for social justice, peace, and well-being for all in
ARTICLE IV:
MEMBERSHIP AND ASSEMBLY
Section 1, Composition and Qualifications:
The membership of DCIA shall consist of organizations in Durham County which
identify themselves as religious congregations; and which shall annually
support DCIA by prayer, financial contribution, and volunteer involvement; and
which submit to the administrative office of DCIA prior to January 1 of each
year the names of one lay representative and one clergy or Officer of the
congregation as a ministerial representative.
A congregation may request the Board of Directors to expand its number
of representatives up to four (4).
Section 2, Annual Support:
a. Each member congregation is encouraged to send
its lay and ministerial representatives to all Regular Assembly meetings of
representatives. Congregations for whom
no representative is sent to at least two (2) Assembly meetings in a calendar
year will be placed on provisional status for up to three months; if after
three months on provisional status, a congregation has still not been
represented at any Regular Assembly meeting, it will be removed from the
membership roster until support is re-instated.
b. Each member congregation is encouraged to
contribute at least 1/2 of 1% of their previous year's operating budget. Congregations who make no financial
contribution at all in a calendar year will be placed on provisional status for
up to three months; if after three months on provisional status, a congregation
has still not provided any amount of financial support, it will be removed from
the membership roster until support is re-instated.
c. Each member congregation is encouraged to
present a report on the work of DCIA at least once per year to its individual
members gathered for worship, study, or business.
Section 3, Regular Assembly: The collective
body of lay and ministerial representatives of member churches, as designated
above, shall be named the "Regular Assembly" of DCIA.
a. The Regular Assembly shall be the general
ruling body of DCIA. It shall exercise
or authorize all corporate powers of the organization. The Regular Assembly shall reserve the
authority to adopt, amend, or repeal the By-Laws; amend the Articles of
Incorporation; adopt and amend the annual budget; and initiate, significantly
revise, transfer or terminate service programs of the organization. The Regular Assembly shall have the authority
to dissolve the Corporation by an affirmative vote of three-quarters (3/4) of
the total representatives present, with all representatives having been
notified of such proposal at least ten (10) days prior to their meeting.
b. Meetings of the Regular Assembly shall
be held at least six times each year and no more than ten times, each at a
place, date and time to be determined by the Board of Directors and announced
at least ten (10) days in advance of the scheduled meeting. Notice of each meeting shall include the
agenda of that meeting, and shall be delivered in print or electronically to
all registered representatives of member congregations. The annual meeting
shall be the first meeting of the year, ordinarily held on the third Tuesday of
January each year. All meetings shall be
open to the public. Only physical
meetings of the Regular Assembly may conduct business; no motions may be voted
upon, business conducted, or action taken by the Regular Assembly by mail,
telephone/ teleconference, or any form of electronic broadcast or
communication.
c. Agendas of the Regular Assembly
meetings will include at least the following items, respectively:
1. The first
meeting each year shall include installation of new Directors and Officers
of the
Board, and a summary financial report for the previous year’s end.
2. The last meeting
each year shall include nomination and election of new Directors
and Officers
to the Board for the following year, and consideration and adoption of
the
annual budget for the following year.
d. Quorum: A minimum of twelve (12)
representatives of member congregations, as designated above, shall be required
for and shall constitute a quorum for the transaction of business at any
meeting of the Regular Assembly.
e. Voting: Member congregations may
appoint substitutes at any time for representatives designated as in Art. IV,
Sect.1, to act as voting representatives in a Regular Assembly meeting; apart
from such congregationally-appointed substitutes, no voting by proxy at
meetings is permitted. A member congregation
may send as many observers to DCIA meetings as it chooses; however, only
registered representatives of congregations may vote on record in decisions of
the Regular Assembly. Each
congregational representative present will be entitled to cast one vote on
motions before the Assembly. A simple
majority of those representatives present and voting shall be necessary to
decide business except as otherwise provided for in these By-Laws. Voting on all matters shall be by voice or by
a show of hands unless one-tenth of the representatives present request a
ballot vote on a particular matter prior to the voting on that matter.
f. Meetings of the Regular Assembly will be
chaired by the President of DCIA, or another Officer or Director appointed if
the President is absent.
Section 4: Enrollment and Removal of
Members: A congregation shall become enrolled as
a member of DCIA when the qualifications detailed in
Art.IV, Sect.1 have been met, and
that has been reported by the President at a meeting
of the Board of Directors. Removal
of a congregation from membership shall occur when
the President reports at a meeting of
the Board of Directors that the congregation has not
responded with support after three
months to DCIA’s request that it return from
provisional status to regular membership.
The
Board of Directors may decide to extend that status
up to three (3) additional months.
Section 5: Tenure: There is no limit on the term of membership
for congregations
complying with the qualifications of Art.IV,
Sect.1. There is no limit on the term of
service
of representatives appointed to the Regular Assembly
by any member congregation.
Section 6: Property Rights, Nonliability,
Nontransferability: No member congregation
or representative shall possess any right or interest in any of the property or
assets of the corporation. No member congregation or representative shall be
liable for the debts, liabilities, or obligations of the corporation. No member
congregation or representative may transfer for value or otherwise a membership
or any right arising therefrom. All
rights of a member congregation shall cease upon the member congregation’s
dissolution, withdrawal, or noncompliance with membership criteria; authorized
representation by a member representative shall cease upon termination or
replacement of the individual by their respective member congregation.
ARTICLE V:
BOARD OF DIRECTORS
Section 1: Composition:
The Board of Directors shall consist of at least five (5) and no more than fifteen
(15) members, including Officers. Annual
elections to the Board shall be held by the Regular Assembly at its last meeting
of the year, ordinarily in November.
Section 2: Qualifications:
a.
All Directors
on the Board shall be members of member congregations of DCIA, as described in
Art.IV, Sect. 1, although Directors do not need to be registered
representatives of their congregations to the Regular Assembly.
b.
All Directors
shall be persons committed to the mission and purpose of DCIA.
c.
Except as
otherwise provided by these By-Laws for non-voting participation in and support
of the Board and its business, no “interested person” may serve on the Board of
Directors. For the purposes of these
By-Laws, “interested person” means either:
i.
Any person
currently being compensated by DCIA for services rendered to it within the
previously twelve (12) months, whether as a full-time or part-time employee,
independent contractor, or otherwise, or
ii.
Any brother,
sister, ancestor, descendant, spouse, brother-in-law, sister-in-law,
son-in-law, daughter-in-law, mother-in-law or father-in-law of any such person.
iii.
The provision
of this Section shall not affect the validity of enforceability of any
transaction entered into by DCIA.
Section 3: Powers: The Board of Directors shall exercise all
corporate powers of the
organization authorized by the Regular Assembly,
including, but not limited to: adopting
policies and procedures to implement service programs
of DCIA; planning, recommending,
and reviewing changes in service programs for the Regular
Assembly; management of
financial business and affairs (including contracts
and all assets) according to the annual
budget; recommending annual budgets and amendments
to the Regular Assembly;
employing, authorizing, and evaluating an Executive Director
to administer the
organization; strategic planning and goals for the
organization; and all such powers as
authorized within these By-Laws to maintain the
institutional and legal integrity of DCIA in a
manner accountable to the Regular Assembly.
Section 4: Trust: The Board of Directors shall function as
trustees of DCIA, holding in
trust all property of the organization. The Board of Directors may authorize any Officer
or
agent to enter into any contract, or execute and
deliver any document or instrument on
behalf of DCIA, consistent with these By-Laws and
applicable law. Such authorization may
be general or confined to specific instances.
Section 5: Standard
of Conduct: A Director shall perform
the duties of a Director, including duties as a member of any committee of the
Board upon which the Director may serve, in good faith, in a manner that such a
Director believes to be in the best interests of DCIA, and with such care,
including reasonable inquiry, as an ordinary prudent person in a like position
would use under similar circumstances. In performing the duties of a Director,
a Director shall be entitled to rely on information, opinions, reports or
statements including financial statements and other financial data, in each
case prepared or presented by Officers and employees of DCIA whom are credited
with reliability and competency in the matters presented, by counsel and
independent accountants or others possessing a professional or expert
competence, or by Directors and Committees believed to merit confidence for
matters within their designated responsibilities, absent knowledge that would
cause such reliance to be unwarranted.
Section 6: Tenure: Directors shall be elected to a standard terms
of service of three
consecutive years.
Directors are eligible for re-election to additional terms of service.
Section 7: Vacancies: Any vacancy occurring on the Board of Directors
after the first
meeting of the year may be filled at the next
regularly scheduled meeting of the Regular
Assembly by election of the representatives.
Section 8: Meetings:
a.
The Board of Directors
will have at least six regular meetings and no more than ten, ordinarily on the
first Tuesday of the month.
b.
Special
meetings may be called by the President or by a majority of the Board.
c.
Notice of all
meetings of the Board shall be made to Directors at least seven (7) days prior
to the meeting, and shall be delivered in print or electronically.
d.
Written, electronic
or phone communication to the DCIA administrative office of unavailability for
a meeting prior to that meeting shall constitute an excused absence. More than
two unexcused absences in a year by a Director shall constitute cause for
removal from the Board. Validation of
excused and unexcused absence shall be determined by the Board and recorded in
the minutes of the meeting by the Secretary.
e.
Any meeting of
the Board may be held in alternative forms to physical presence, such
as
teleconference or electronic conferencing, if so convened by the President with
notice
conforming to these By-Laws.
f.
Action on a
specific business item or resolution can be taken by the
Board
by electronic ballot conveyed by e-mail if:
i. All currently serving Directors have
valid e-mail addresses registered with the Secretary and administrative offices
of DCIA;
ii. An Officer initiates the action by
e-mail to each and every Director;
iii. All Directors are electronically copied
on all responses discussing or voting upon the matter subsequent to proposal of
action to the full Board by the Officer;
iv.
A majority of
currently serving Directors reply in agreement on approval or rejection of the
proposed action; and
v.
The Secretary
records and dates the action and attaches it with official minutes of the
immediately previous Board meeting for amendment or adoption at the next
regular Board meeting.
Section 9: Quorum:
A quorum of the Board of Directors, required for the transaction of
business at any meeting of the Board, shall consist
of a majority of the Directors currently
serving. At a
meeting at which there is a quorum present, a simple majority affirmative
vote of the Directors present is required to pass a
motion before the Board.
Section 10: Voting: At all meetings of the Board of Directors, each Director
present
will be entitled to cast one vote on any motion
coming before the meeting. Proxy and
absentee voting will not be permitted. Any Director may request a record of a vote
count to
be recorded in the minutes, or a roll-call vote for
recording in the minutes, on any motion.
Section 11: Non-Compensation: All Directors and Officers of the Board, and
members of
Committees appointed by the Board, shall serve
without compensation. Expenses incurred
by a Director’s conduct of particular business
activities on behalf of DCIA may be
reimbursed by prior authorization of the Board.
Section 12: Removal: Except as otherwise provided in the Articles
of Incorporation or by
applicable law, a Director may be removed from
office with or without cause by a majority
vote of the Regular Assembly, but only when such
removal has been identified as part of
the Assembly meeting's agenda in the notice provided
according to these By-Laws. If any
Directors are so removed, new Directors may be
elected at the same meeting.
ARTICLE VI: OFFICERS
AND EXECUTIVE DIRECTOR
Section 1: Election:
The Officers of DCIA shall be elected annually by the Regular Assembly from the
membership of the Board at its last meeting of the year, ordinarily in
November.
Section 2: Tenure
and Removal:
a.
Officers shall
be elected to serve a 12-month term, concurrent with their term as Directors,
beginning immediately upon their installation.
Each Officer shall hold office until the next annual meeting of the
Regular Assembly or until his or her resignation, disqualification, removal or
death.
b.
Any Officer may
be removed from their office by written resignation by themselves to the
Secretary or President of the Board; or upon an affirmative vote of two-thirds
(2/3) of the Board of Directors if in the judgment of those Directors the best
interests of DCIA will be served thereby.
c.
Officers shall
be eligible for re-election to their current office for one consecutive full term
in addition to their initial one. When
an Officer’s tenure as a Director expires, so does their eligibility for election
to an Office.
Section 3: Listing
and Responsibilities: The following
are the standing Offices of
DCIA, and their respective powers and
responsibilities:
a. The President shall be the
principal executive Officer of DCIA, with general supervision of the affairs of
DCIA. The president will execute, or
cause to be executed, on behalf of DCIA all contracts, deeds, conveyances, and
other instruments in writing that may be required or authorized by the Board of
Directors for proper and necessary transaction of the business of DCIA. The President shall preside at all meetings
of the Regular Assembly and the Board of Directors. The President shall serve as an ex-officio
member of all committees and shall have the customary powers and duties of a
president, including but not limited to, appointing special committees, calling
special meetings, etc., subject to prescription of the Board of Directors.
b. The Vice President shall serve in the
stead of the President in his or her absence or disability, or as the President
directs, to perform the duties and exercise the powers of the President, and
such other duties and powers as the Board of Directors shall prescribe. In the absence of the president, the execution
by the vice-president on behalf of the corporation of any instrument will have
the same force and effect as if it were executed on behalf of the corporation
by the president.
c. The Secretary shall be the recording Officer
of the organization and the custodian of the records of the Regular Assembly
and the Board of Directors. The
Secretary shall keep, or cause to be kept, accurate records of the acts and
proceedings of all such meetings. The
Secretary shall be responsible for the execution and transmission of all
official correspondence of the organization.
He or she will give or cause to be given all notices of meetings of the Regular
Assembly and the Board of Directors, and all other notices required by law or
by these bylaws. The Secretary will by the custodian of all books,
correspondence, and paper relating to the business of the corporation, except
those of the Treasurer. The Secretary will present at each meeting of the Regular
Assembly and the Board of Directors full minutes of their respective previous
meetings, specifying business transacted and resolutions adopted.
d. The Treasurer shall
have custody of all funds and securities of the organization; and shall
receive, deposit, invest, and disburse them according to direction of the Board
of Directors under these By-Laws and other fiscal policies adopted by the Board. The Treasurer shall keep, or cause to be
kept, full and accurate accounts of all financial transactions, assets and
liabilities of DCIA, and shall generally have charge over the organization's
accounting and financial records. The
Treasurer shall make year to date reports at each meeting of the Board of Directors
and the Regular Assembly. The Treasurer
shall make an annual report at the first meeting each year of the Regular
Assembly, presenting a true statement of the organization's assets and
liabilities as of the close of the previous fiscal year, and of the results of
its operations and cash flows for such fiscal year; this annual report shall be
maintained on record at the registered or principal office of DCIA after that
meeting where it will be available for inspection by any registered
representative of member congregations, or to be mailed within two weeks upon
request. The Treasurer will present an
auditor's certification of the correctness of the accounts to the Regular
Assembly each year, The Treasurer shall also prepare and file, or cause to be
prepared and filed, all reports and returns required by Federal, State, or
local law.
Section 4: Vacancies: Any vacancy occurring in an Office following
installations at the
annual meeting of the Regular Assembly shall be
filled for the remainder of the term by
election of the Regular Assembly at its next regular
meeting.
Section 5: Executive
Director: The Board of Directors may
employ, authorize, evaluate, and separate an Executive Director to administer
the programs and operations of DCIA in accordance with these By-Laws,
applicable law, and the policies and procedures of the Regular Assembly and the
Board of Directors. The Executive Director
shall be directly accountable to the Directors and Officers of the
organization, and shall bear such responsibilities as the Directors and Officers
shall authorize, including but not limited to:
a. Participating, in a nonvoting capacity, at
all meetings of the
Regular Assembly,
Board, and Committees, except such as are concerned with the Executive Director's
compensation or performance evaluation.
b. Representing DCIA in its contact with
member and prospective member congregations, other human service organizations,
donors, funding sources, government bodies, and the public at large.
c. Implementation of organizational programs,
policies and resolutions as authorized and charged by the Board of Directors
and Regular Assembly;
d. Administering compliance of DCIA with
applicable laws and the organization’s Articles of Incorporation and By-Laws,
as delegated by the Board of Directors;
c. Employing,
training, supervising, and evaluating all other staff members as authorized by
the Board of Directors.
Section 6: Bonds: The Board of Directors may by resolution
require any or all Officers, agents, and employees of DCIA to give bond to DCIA
with sufficient sureties, conditioned on the faithful performance of the duties
of their respective offices or positions, and to comply with such other
conditions as may from time to time be required by the Board of Directors.
ARTICLE VII:
COMMITTEES
Section 1: Authorization
and Composition: The Board of Directors
may designate and appoint its members and others to Committees having such
powers for conducting and consulting on the operations of DCIA as detailed in
this article. The Board may appoint
persons who are not Directors to any Committee except the Personnel Committee,
but the chair of any and all committees must be a Director concurrently serving
an active term; the majority of members of any committee must be members of
DCIA member-congregations. Except as
otherwise specified in these By-Laws, the Board may appoint any number of
persons to any Committee for any length of term.
Section 2: Staff:. The Executive Director and such other staff as
may be employed shall work with all Committees to carry out the policies of the
Board of Directors and the programs approved by the Regular Assembly. Any employee or paid contractor of DCIA may
participate on any committee in a non-voting capacity only.
Section 3: The Finance and Budget Committee
shall be chaired by the Treasurer, and shall include at least two other Directors. It shall:
a. Prepare
and recommend an annual budget for the following fiscal year at each Fall
Regular Assembly meeting, accounting for all
anticipated expenses of the organization.
b. Develop
a funding plan for the budget, and lead its implementation, including deposit
and investment of all assets of the organization.
c. Review
the financial condition of the organization each month, and propose budget
amendments to the Regular Assembly as needed.
Section 4: The
Personnel Committee shall be chaired by the Vice-President, and shall
include at least two other Directors. It shall meet at least once per year to
conduct a review
of the performance of the Executive Director. The Board, at its discretion, may charge the
Personnel Committee with additional responsibilities
related to the employees and
contractors of the organization.
Section 5: Program
Committees shall be appointed as advisory bodies by the Board for
each service program of DCIA, to provide volunteer
leadership in the planning and execution
of the particular program’s purpose.
Section 6: The
Nominating Committee shall be appointed by the Board annually, to include
the President and at least two other Directors, for the purpose of preparing a
slate of nominees for Officers and Directors to present to the Regular Assembly
of member representatives in November of each year. The Nominating Committee shall assemble at
least once before the October meeting of the Regular Assembly.
Section 7: Special
Committees or Ad Hoc Committees may be appointed by the President to review
special projects, needs, or concerns over a fixed period of time, and then to
make recommendations to the Board of Directors.
Section 8: General
Procedures and Powers:
a.
Each Committee
may recommend to the Board persons for appointment to or removal from the
Committee.
b.
The quorum for
a Committee meeting to conduct business, except as otherwise specified in these
By-Laws, shall be one half (1/2) of its appointed members. Each Committee member may cast one vote on
any motion coming before the Committee (excluding the Committee Chair, who only
votes in the event of a tie vote among the other Committee members), and a
simple majority affirmative vote of Committee members present is required to
pass a motion.
c.
Terms of
service for each committee shall be at least one year. There is no limit on the number of
consecutive terms that a qualified individual may be appointed to a committee.
d.
Each Committee
shall determine for itself a schedule of meetings, except as otherwise
specified in these By-Laws.
ARTICLE VIII:
FINANCES
Section 1: The
Fiscal Year of the organization shall be the calendar year, January 1st to
December 31st.
Section 2: Audit: There shall be an annual audit of DCIA’s
financial records by a certified public accountant employed by the Board of Directors.
Section 3: Deposits: All funds received as income to DCIA and not
otherwise obligated shall be deposited into DCIA bank accounts in accord with
policies and procedures determined by the Board of Directors.
Section 4: Contracts: The Board of Directors may authorize any Officer
or agent to enter into any contract, or to execute and deliver any instrument,
on behalf of DCIA, and such authority may be general or confined to specific
instances.
Section 5: Loans: No loans shall be contracted on behalf of the
organization and no evidences of indebtedness shall be issued in its name
unless authorized by resolution of the Board of Directors, acting as trustees
of the DCIA.
Section 6: Checks
and Drafts: All checks, drafts, or
other orders for payment issued in the name of DCIA shall be signed by such Officers
or agents as determined by the Board of Directors.
Section 7: Designated
Donations: Contributors to the work
of DCIA shall have the privilege of designating their contributions to any
regular program or purpose of the organization.
Section 8: Special
Funds: The Regular Assembly may
authorize solicitation of special funds for capital improvements or endowment
investment. Funds for the annual
operations budget of DCIA shall be kept in an account completely separate from
any capital funds the organization may acquire.
The Board of Directors may appoint a special campaign Committee and a
special Treasurer to have custody of and disburse all funds deriving from a
capital funds campaign authorized by the Regular Assembly.
Section 9:
Conflict of Interest: DCIA
shall not be a party to a transaction in which one or more of its Directors has
a material financial interest unless:
ARTICLE IX:
RECORDS AND REPORTS