United Way of Hampshire County Bylaws
Last amended: October 1, 2020
Proposed amendments: June 8, 2021
With our July 1, 2021 merger, the joint executive and governance committees of United Way of Hampshire County and United Way of Franklin County have worked in concert to amend our current bylaws, which will become the bylaws of our newly formed United Way of the Franklin & Hampshire Region. This block of amendments was passed unanimously by the full boards of directors and reflect the updated committees structure of what will be our larger, regional United Way. To that end, we are asking for a vote on the following proposed amendments at our Annual Meeting on June 8, 2021:
Article I.1 | Name – update DBA to United Way of the Franklin and Hampshire Region (this reflects our new merged name as approved by United Way Worldwide)
Article I.3 | Region – broaden to include Franklin County and the Quabbin towns (this reflects the region covered by our merger)
Article I.4 | Purpose – broaden to update names, add language for Franklin County and the Quabbin towns this reflects the region covered by our merger)
Article 3.2 | Increase board cap to 29 (this accommodates our newly merged board size)
Article V | Add Diversity, Equity & Inclusion committee and respective language (this reflects our commitment to DEI work)
Article V.6.a.iii. | Executive Committee to function as Human Resources Committee as needed (Though our Governance Committee acts as a default HR committee, there are times when it is better suited for the Executive Committee to serve this function)
Article V.6.g | Remove Personnel Committee language (this reflects that we have not had a separate Personnel Committee and that HR is served by the Governance Committee)
Article V.6.c | Broaden Campaign Committee to reflect Resource Development (this reflects the fact that our fundraising extends beyond our annual campaign)
General | Remove gendered language
PREAMBLE
United Way of Hampshire County (hereafter UWHC) is built on a foundation of community-spirited private citizens, corporations and other organizations whose voluntary contributions are its financial support. On that foundation the rest of the organization stands: the member agencies which provide basic health and human services to the community; an Executive Director and his/her staff who administer UWHC affairs; standing and ad hoc committees that carry out operations; and the officers and Board of Directors who govern. The principal aim of these bylaws is to set forth the positions, authority and responsibilities of the elements of the organization so that they can function cooperatively and effectively in achieving the mission of UWHC.
ARTICLE I
General Provisions
Name. The name of the Corporation shall be Hampshire Community United Way d.b.a. United Way of Hampshire County.
Fiscal Year. The fiscal year of the Corporation shall end on the 30th day of June of each year.
Region. The region served shall include the communities of Hampshire County with the exception of South Hadley and Granby.
Purpose. The purpose of the United Way of Hampshire County shall be to raise funds in order to provide support to a broad range of health and human service programs that benefit the Hampshire County region. This effort shall be more fully described in mission, vision and other documents that are from time to time reviewed and approved by the Board of Directors.
United Way of Hampshire County is organized and operated exclusively for charitable purposes within the meaning of Section 501 (c) 3 of the Internal Revenue Code, or corresponding section of any future federal tax code, and to conduct such other activities and programs in furtherance of the foregoing purposes as may be carried out by a corporation organized under Massachusetts General Laws Chapter 180.
The Board of Directors may establish and provide for administration of such programs as it deems necessary to carry out these purposes.
ARTICLE II
Meetings of the Membership
Annual Meeting. The Annual Meeting of the Membership shall be held each year at such time and place as the Directors may determine. Members are defined as donors who have given to the campaign within the past fiscal year. If the Annual Meeting is not held, a special meeting in lieu of an annual meeting may be held with all the force and effect of an annual meeting. Notice of the Annual Meeting, or of any special meeting, setting forth the date, time, and place of such meeting shall be provided to all members, not less than seven (7) days prior to the date of the Annual Meeting.
Special Meetings. Special meetings of the membership may be called by the Chair of the Board of Directors with the approval of the Board. Special meetings shall be called by the Chair of the Board after presentation to her/him or a petition signed by at least thirty (30) members stating the purpose and supporting reasons for such a meeting. A special meeting of the membership shall be convened not more than ten (10) working days following Board approval of the special meeting or the receipt by the Board Chair of a petition.
ARTICLE III
Directors
Powers. The business and property of the Corporation shall be managed by a Board of Directors who may exercise all the powers of the Corporation.
Election and Number. The Board of Directors shall number no less than nineteen (19) and no more than twenty-seven (27). A majority of the voting membership present at the Annual Meeting or at a special meeting in lieu of an annual meeting shall elect the Board of Directors. All Directors shall hold office for terms of three years each and until successors are elected at the next Annual Meeting or special meeting in lieu of an annual meeting, or until their respective successors are chosen and qualified. Any vacancy in the board may be filled by the Directors.
Consecutive Terms. Directors’ terms shall be limited to no more than three consecutive three-year terms in office. Following three consecutive terms, an individual must remain off the Board for at least one year before any invitation to stand for re-election.
Resignation and Removal. Any Director may resign by delivering a written resignation to the Corporation at its principal office, or to the Board Chair, the Secretary, or to the President. Such resignation shall be effective upon receipt unless it is specified to be effective at some later time. Any Director may be removed from the board with or without cause by the affirmative vote of a majority of the Directors then on the board, with prior written notice to such Director.
Meetings of the Directors
a) Regular Meetings. Regular meetings of the Directors may be held at such places and times as the Directors may from time to time determine, but not less than quarterly. Notice of regular meetings of the Board of Directors shall be provided to all Directors at least six days in advance of all such meetings.
b) Special Meetings. Special Meetings of the Directors may be held at any time and place designated in a call by the Chair, the Treasurer, or five or more Directors. Notice of all Special Meetings of the Directors shall be given to each Director. Such notice shall be given to each Director's designated address at least three days in advance of the meeting. Except as required by law, notice of a Special Meeting need not be given: (i) to any Director who, either before or after the meeting, delivers a written waiver of notice, executed by the Director, which is filed with the records of the meeting; or (ii) to any Director who attends the meeting and who, either prior to the meeting or at its commencement, fails to protest the lack of such notice. A notice or waiver of notice shall specify the purpose of any Special Meeting.
c) Action at Meetings. A majority of the Directors then in office shall constitute a quorum but a lesser number may without further notice adjourn the meeting to any other time. At any meeting at which a quorum is present, the vote of a majority of those present shall decide any matter unless these Bylaws, or any applicable law requires a different vote.
d) Action by Consent. Any action by the Directors or any committee may be taken without a meeting if a written consent thereto is signed by all the Directors or all the members of the applicable committees and filed with the records of the meetings of the Directors. Directors may consent by email provided that a confirmatory written consent is subsequently filed with the records of the meeting. Such consent shall be treated for all purposes as a vote at a meeting.
ARTICLE IV
Officers
Officers. The Officers of the Corporation shall consist of a Chair, a Vice-chair, a Treasurer, a Secretary, and such other officers as the Directors may determine.
a) Chair. The Chair shall preside when present at all meetings of the Directors. The Chair shall have such other powers and duties as are usually incident to that office and as may be vested in that office by the Directors.
b) Vice-chair. The Vice-chair shall perform the duties of the Chair of the Board in the event of his or her absence, resignation, or inability to perform the duties of the office.
c) Treasurer. The Treasurer shall, subject to the direction and control of the Board of Directors, have general charge of the financial affairs of the Corporation. The Treasurer shall serve as Chair of the Finance Committee. The Treasurer shall have such other powers and duties as are usually incident to that office and as may be vested in that office by these Bylaws or by the Directors. The Directors may elect an Assistant Treasurer to perform such duties as may be delegated by the Treasurer or as the Directors may determine.
d) Secretary. The Secretary shall be a resident of the Commonwealth of Massachusetts unless the Corporation shall appoint a resident agent for the service of process appointed in the manner prescribed by law. The Secretary shall ensure the delivery of such notices of meetings of the Directors as are required by these Bylaws and shall ensure that a record of all the meetings of Directors is kept. The Secretary shall have such other powers and duties as are usually incident to that office and as may be vested in that office by these Bylaws or by the Directors. In the absence of the Secretary from any meeting of Directors, a temporary Secretary designated by the person presiding at the meeting shall perform the duties of the Secretary.
2. Powers. The Officers shall be Directors and shall have all the powers of Directors.
3. Election. The Chair, Vice-chair, Treasurer and Secretary shall be elected to two-year terms by the Directors from among their number. Any other Officers determined necessary or desirable by the Directors may be elected by the Directors. Except as otherwise provided by law or these Bylaws, all Officers shall hold office until the Annual Meeting held in the final year of their term or until their respective successors are chosen and qualified.
4. Resignation and Removal. Any Officer may resign by delivering a written resignation to the Corporation at its principal office or to the Chair, President or Secretary, and such resignation shall be effective upon receipt unless it is specified to be effective at some later time.
a) The Directors may remove any Officer, with the exception of the Chair, with or without cause by the affirmative vote of a majority of the Directors then in office, with prior written notice to such Officer.
b) The Chair of the Board may be removed by a two-thirds majority vote of the Directors then in office, with prior written notice to the Chair.
ARTICLE V
Committees
The Directors may appoint such committees and subcommittees as they may from time to time determine necessary or advisable, including without limitation committees to deal with matters affecting fundraising, planning, development, building and grounds, investments, finances and budgets and other matters affecting the state of the Corporation, and may delegate such powers and duties thereto as the Board of Directors may deem advisable to the extent permitted by law.
Committees shall meet upon call of their Chairs or upon written request of one-fourth of the Committee’s members. Any business properly set before a committee shall be transacted by a quorum of said committee. A quorum consists of a majority of the members of the committee.
The Chairs of all committees shall be members of the Board of Directors, but any interested person may be appointed to serve on a committee.
The Board Chair, in consultation with the Executive Director, shall appoint all committee and subcommittee chairs or interim chairs and shall also appoint the members of Board committees and subcommittees.
The Chairs of any and all committees can be removed with or without cause by the Board Chair.
Standing committees and subcommittees shall provide annually a statement of their protocols, responsibilities and procedures to the full Board of Directors for review and approval.
a) Executive Committee
i. Consists of the Officers and such others as the Board Chair shall appoint.
ii. Shall act on behalf of the Board of Directors between meetings in case of emergencies and in other matters expressly delegated to it by specific vote of the Board, reporting any such acts at the first subsequent meeting of the Board of Directors and seeking the Board’s ratification of the Committee’s decisions. May not at any meeting take a vote contrary to a prior vote of the Board of Directors.
iii. Chaired by the Board Chair.
b) Community Investment Committee
i. Makes recommendations to the Board regarding all matters pertaining to the allocation of funds to agencies and programs receiving United Way support.
ii. A majority of the membership shall be from the community at large and not Board members.
c) Campaign Committee
i. Oversees the planning and execution of the annual community campaign.
d) Finance Committee
i. Oversees expenditures; provides oversight to the President on the budget; recommends budget to Board of Directors for approval; oversees financial, investment, audit processes, and internal controls of UWHC; reviews all financial statements; reviews all investments.
ii. Responsible for policies and protocols relating to the organization’s finances.
iii. Reports to the Board of Directors, Executive Committee, and others as the Board shall request or require.
iv. Chaired by the Treasurer.
v. The Investment Committee shall be a sub-committee of the Finance committee. A person may be a member of both the Finance and the Investment Committees.
e) Audit Committee
i. Oversees preparation and presentation to the Board of the annual audit or such other audits as required by law.
ii. Audit Committee members shall not be members of either the Finance or Investment Committees.
f) Governance Committee
i. Oversees the proper functioning of the Board according to these bylaws
ii. Evaluates and recommends candidates for Board membership
iii. Drafts and proposes any necessary amendments to these bylaws
g) Personnel Committee
i. Responsible for formulation of policies and personnel practices that apply to the organization’s paid staff.
ARTICLE VI
Executive Director and Staff
The Board of Directors shall appoint and supervise an Executive Director, to whom shall be delegated such authority as is usually incident to the chief staff position of a corporation, including authority to hire such additional staff as may be necessary to carry out UWHC’s purposes and the plans and policies of the Board.
a) The Executive Director shall report at least quarterly to the Board of Directors, and shall make such other reports or provide information and assistance to the Directors as they may request.
b) The Executive Director shall have such other powers and duties as the Directors may assign.
c) The Executive Director shall be an ex-officio, non-voting member of the Board and all committees.
d) The Executive Director shall serve at the pleasure of the Board.
ARTICLE VII
Indemnification of Directors and Officers
UWHC is required to carry Directors & Officers Liability Insurance covering all serving Directors.
ARTICLE VIII
Miscellaneous Provisions
Execution of Instruments. All contracts, deeds, leases, bonds, notes, checks and other instruments authorized to be executed by an Officer of the Corporation on its behalf shall be signed by the Chair, Treasurer, or President, except as the Directors may generally or in particular cases otherwise determine.
Conflict of Interest Policy. A Conflict of Interest Policy shall be enacted and enforced by the Board of Directors. All Directors and management level staff, and others as Board policy may dictate, shall review and sign annually a Conflict of Interest Statement.
Non-Discrimination. UWHC shall practice non-discrimination with respect to employment, volunteer participation, or the provision of services on the basis of race, color, creed, religion, national origin, sex, sexual orientation, physical or mental disability, age, ancestry, veteran status or any other class protected by applicable law.
a) UWHC will not make grants to any agency that discriminates with respect to employment, volunteer participation, or the provision of services, on the basis of race, color, creed, religion, national origin, sex, sexual orientation, physical or mental disability, age, ancestry, veteran status or any other class protected by applicable law.
Amendment. These Bylaws may at any annual or specially scheduled meeting of the membership be amended or repealed, in whole or in part, by vote of a majority of members in attendance.