ARTICLE I ~ Name and Location

Section 1

The name of the organization shall be “Springs, Inc.”

 

Section 2

The principle office and place of business shall be 222 North Main Street, Sand Springs, Oklahoma.

ARTICLE II ~ Form of Organization and Limitations

Section 1

This organization is incorporated under the laws of the State of Oklahoma. It shall be voluntary and non-profit. It shall be non-partisan and non-sectarian. No part of the net earnings of the Corporation shall insure to the benefit of, or be distributed 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 and to make payments and distributions in furtherance of the purpose set forth in Article III hereof.

ARTICLE III ~ Purpose and objectives

Section 1

It is the purpose of this organization to provide residential services to adults with developmental disabilities fro Sand Springs and the surrounding areas. These programs will serve as an alternative to institutional care for those individuals who cannot function independently and as a training program for individuals who demonstrate the potential to function independently in a community setting.

ARTICLE IV ~ Board of Directors

Section 1

1. The Board of Directors shall consist of 5 to 12 members. The Board shall consist of a mixture of professional and lay people who represent the local community.
2. The annual meeting shall occur in April of each year, with the time and place to be selected by the President and notice thereof given to each member at least seven (7) days in advance.
3. Each Board Member shall serve a two-year term and may be re-elected.

• The Board of Directors shall be elected at the annual meeting, in April, from a slate of candidates presented by the nominating committee. Additional nominations will be accepted from the floor at the annual meeting, provided that the individual nominated has consented to serve.
•  Any vacancies occurring between annual meetings shall be filled by appointment of the Nominating Committee.
• The election of the officers will occur at the annual meeting in April from the slate of candidates presented by the Nominating Committee.
• All new Board members and officers will be provided with an orientation to the agency and Board responsibilities.  This will occur between the annual meeting in April and the meeting in June.  Conducting an orientation is the responsibility of the Board President and the Executive Director. New Board members and officers will begin their terms of office with the June meeting.

Section 2

In addition to the duties and powers delegated to the Board of Directors by these laws, the duties and powers of the Board of Directors shall be:

1. To oversee and hold accountable the agency’s Executive Director for his/her successful prosecution of the agency’s goals and objectives as set forth by the Board of Directors.
2. To adopt such policies and procedures for the operation of this organization as may be consistent with these by-laws, and designed to carry out the goals and objectives of this organization.
3. To maintain six standing committees which shall be:

The Nominating Committee, Finance/Fund Raising Committee, Program/Quality Assurance Committee, Property/Safety Committee, Personnel Committee, and the Policy and Procedures Committee; and to appoint such ad hoc committees as it may deem expedient for the purpose of carrying out the objectives of this organization.

• To supervise the raising of operational funds via public and private grants and general solicitation of other appropriate means.
• To control the expenditure of funds, including the procurement of an annual fiscal audit by a recognized and independent auditing agent.
• Each Board member will find it necessary to visit the agencies various facilities to familiarize him or herself with the programs, residents, and the agency employees.

Section 3

1. The Board of Directors shall meet every other month beginning in June.
2. Special meeting of the Board may be called at any time by the President or on written petition of three members.
3. A quorum shall be present when two-thirds (²/ᴣ) of the Board are present.
4. Each Board member shall exercise one vote.  There will be no proxy vote except in the event of an emergency as determined by the President.
5. For a motion to pass, a two-thirds (²/ᴣ) majority of the quorum must vote in the affirmative.
6. At least seven (7) days notice in advance of any meeting shall be given by mail, telephone, or in person to each member, except that the President may call such a meeting on less notice only in the event of an emergency which shall be set forth in the minutes of the meeting.
7. A Board member may miss no more than two (2) consecutive meetings or he/she will  be removed from the Board.

ARTICLE V ~ Officers

Section 1

The duties of the officers shall be as follows:

1. The President shall preside at all meetings of the Board, appoint committees, call special meetings when he/she deems necessary, and carry out other duties as usually pertains to the office.
2. The Vice-President shall perform the duties of the President in his/her absence and perform duties assigned by the President.
3. The Secretary shall keep all official records, record all minutes of the Board meetings, and be responsible for all correspondence.
4. The Treasurer and/or designated person shall have the responsibility of all funds and property of the organization and shall ensure that an accurate record of financial statement is provided at each Board meeting.

Section 2

The President, Vice-President, Secretary, and Treasurer shall each serve a two (2) year term and may be re-elected.

ARTICLE VI ~ Standing Committees

Section 1

Standing committees of this corporation shall be:  Finance/Fund Raising Committee, Program/Quality Assurance Committee, Property/Safety Committee, Personnel Committee, Nominating Committee, and the Policy and Procedures Committee.

Section 2

1. A Board member will chair each of Standing Committees.  Remaining committee members will be Board members, agency residents, agency employees, and citizens from the community.
2. Each committee will be composed of at least three (3) persons, one which will be the Executive Director.
3. Each committee is responsible for meeting at least annually and will provide committee meeting minutes to the Board Secretary.
4. Unless otherwise stated in these by-laws, those present at committee meetings shall constitute a quorum.  A simple majority of one-third (¹/з) shall constitute a quorum to vote and decide all questions.

Section 3

The duties and composition of committees are:

1. The Finance/Fund Raising Committee shall:
   1. Be chaired by the Treasurer of the Board.
   1. Direct the Board involvement in supervising the operational funds via public and private grants and general solicitation, or other appropriate means.
   1. Provide overall guidance in financial matters.
   1. Review annual budget planning process.
   1. Monitor fiscal systems of the organization.
   1. Review special budget requests, and/or modifications.
   1. Review budget for grant proposals.
   1. Undertake any and all other activities relating to financial affairs as assigned by the President.
2. The Program/Quality Assurance Committee shall:
   1. Work with the Executive Director to develop program goals and objectives.
   1.  Work with the Executive Director to evaluate the quality and effectiveness of program services.
3. The Property/Safety Committee shall:
   1. Establish and oversee rules and regulations governing the homes (pertaining to physical properties).
   1. Assume the primary responsibility, in conjunction with the Executive Director, for contractual agreements or purchasing of properties as the need arises.
   1. Assume the responsibility for acquiring and maintaining furnishings in the home.
   1. Work with the Executive Director to maintain the home in a state which is safe, secure, and comfortable for residents, and in compliance with all safety regulations.
   1. Undertake any and all other activities relating to maintenance of Springs, Inc. properties as assigned by the President.
   1. Assume primary responsibility for establishing and implementing safety policies and procedures.
4. The Personnel Committee shall:
   1. Be chaired by the President of the Board.
   1. Review the personnel policies and salary ranges of the organization on an annual basis.
   1.  Maintain accurate job descriptions of all positions and assume responsibility for the development of appropriate personnel evaluation forms.
   1. Assume the primary responsibility, with Board approval, for recruiting, hiring, and evaluating the agency’s Executive Director.  If necessary this committee also stands ready to dismiss the Executive Director.
5. The Nominating Committee shall:
   1. Be responsible for presenting to the membership, at the meeting one (1) month prior to the annual meeting, a slate of Board members for election at the annual meeting.
   1. Be responsible for presenting to the membership, at the meeting one (1) month prior to the annual meeting, a slate of officers to be elected at the annual meeting.
   1. Be responsible for preparing and presenting a slate of one (1) or more persons as needed when vacancies occur.
6. The Policy and Procedures Committee shall:
   1. Assume the primary responsibility for developing and approving agency policy and procedures.
   1. Present to the Board at least annually a review of all changes to policies and procedures so that the Boar may adopt said policies.

ARTICLE VII ~ Policies

All policies, procedures, and matters of ethics shall be adopted by the Board and shall be kept by the Secretary in an Agency Policy Manual.  This manual shall be viewed and adopted annually.

Section 1

Nepotism – Members of the Board of Directors or their relatives will not be eligible for employment during the Board member’s term of office.  Related staff members may work for this Corporation so long as one is not in a supervisory position over the other, and so long as they work in different program elements. For the purpose of this section, related shall mean, related within the third consanguinity of marriage.

ARTICLE VIII ~ Parliamentary Authority

Unless otherwise stated herein, Robert’s Rules of Order shall cover the procedure at all meetings off the Board.

ARTICLE IX ~ Human Rights Committee

A Human Rights Committee shall be established by Springs, Inc. to serve as a mechanism for monitoring/advocacy separate and apart from the provision of services.  This committee will address the issues of protection of an individual’s rights, program conditions, and policy/procedure review and resolution of complaints or concerns related to any of the above.

1. The Human Rights Committee will be comprised of at least three (3) interested persons living in the Sand Springs, Oklahoma area.
2. At least one individual, who receives services from Springs, Inc. or their representative, will be an active member of the Committee.
3. At least one-third (¹/з) of the Committee must be composed of individuals who are not directly affiliated with the agency and/or the Department of Human Services.

ARTICLE X ~ Amendment to By-laws

These By-laws may be amended by two-thirds (²/ᴣ) vote of those members attending any annual, regular, or special meeting of the Board of Directors, provided that advance written notice of any proposed change in the By-laws shall be mailed to each member of the Board of Directors at least seven (7) days in advance of such meeting.

ARTICLE XI ~ Compensation

There shall be no compensation to any Board member or to any committee member for services. Approval for reimbursements or expenditures must be made in writing in advance of the expenditure (i.e.: travel, per Diem, etc.)

ARTICLE XII ~ Indemnity

The power to indemnify officers, directors, employees, and agents and to purchase and maintain insurance shall be provided by Springs, Inc.

ARTICLE XIII ~ Dissolution Clause

Upon dissolution, any assets will go to an area charitable corporation for the developmentally disabled to be determined by the Board of Directors.

ARTICLE XIV~ Fiscal Year

The agency’s fiscal year is July 1^st to June 30^th.