BYLAWS OF
COLLABORATIVE
PROFESSIONALS GROUP
OF
NORTHEAST LOUISIANA, INC.
ARTICLE
1.1 Name. The name of this organization shall be:
Collaborative Professionals Group of Northeast Louisiana, Inc. (hereinafter referred
to as the Group).
ARTICLE II. PURPOSE AND
2.1 Purpose The Group is organized exclusively for
charitable and educational purposes within the meaning of Section 501(c)(3) of
the Internal Revenue Code of 1986 as amended. The specific purposes and
objectives of the Group shall include, but not be limited to, the following:
2.1 (a) To provide a interdisciplinary team approach
to address issues related to families in Northeast Louisiana who are in
transition as a result of divorce;
2.1 (b) To promote the use of alternatives to the
adversarial process in divorced or divorcing families in
2.1 (c) To provide a forum for the exchange of ideas
between professionals who have been trained in collaborative law techniques related
to divorce; and
2.1 (d) To provide training to interested
professionals to implement the collaborative professionals’ approach to divorce
in
2.2
ARTICLE III. GENERAL MEMBERSHIP
3.1 Powers, Rights, and
Classes of Members: Members shall be
in two classes: voting members or nonvoting members as described
hereinbelow. Voting members shall
approve amendments to the articles of incorporation and shall elect the members
of the board of directors. Non-voting
members shall be entitled to all other membership rights as set by the Board of
Directors from time-to-time.
3.2 Membership
3.2 (a) Individual Member:
An individual
who is in agreement with the purpose of the Group and pays the Group dues
annually. An individual member is a
non-voting member.
3.2
(b) Professional Member:
A
professional who is in agreement with the purpose of the Group, has
successfully completed an approved collaborative law training program, and pays
the Group dues annually. A professional
member is a voting member.
3.2 (c) Student Member:
A student who is enrolled in and
attending in good standing a college or university recognized by the State of
Louisiana, who is in agreement with the purpose and standards of the Group, and
is endorsed by a member in good standing.
Student members are non-voting members.
3.3 Meetings of General Membership
3.3 (a) An annual meeting for general membership shall
be held prior to the end of the fiscal year.
3.3 (b) A quorum shall be a majority of the voting
members.
3.3 (c) Written notice shall be given at least 15 days
in advance of a meeting to all members.
3.4 Membership Dues and
Certificates
3.4 (a) Annual membership dues for Individual and
Professional members shall be $50.00, and for Student Members $10.00 due and
payable on or before the 31st day of May of each calendar year.
3.4 (b) A certificate of membership dated and signed
by the President and the Secretary or Treasurer shall be issued to each member
of the Group upon acceptance as a member by the Board of Directors and payment
by the person of his or her annual dues.
The certificate shall expire on the first day of June of the year
following the year it is dated.
3.5 Revocation of
Membership Membership may be revoked
if the member fails to comply with any of the above requirements or otherwise
described herein. Membership can be revoked
upon a two-thirds (2/3) vote of the Board of Directors.
3.6 Voting
3.6 (a) Each member of the Board of Directors shall be
a voting member and shall have one vote.
Individual and student members shall not be voting members.
3.6 (b) Members may vote by written proxy given to
another voting member and registered
with the Secretary or designee prior to the meeting in which the proxy
will be used.
ARTICLE IV. BOARD OF DIRECTORS
4.1 General Powers The
Board of Directors shall carry out the aims and purposes of the Group, promote
its programs, and manage and control all of its property and assets.
4.2 Number There will no less than 5 and no more than 20
directors elected by the voting membership.
4.3 Term
4.3 (a) Election will be for a three (3) year term.
4.3 (b) The terms of office shall be staggered with
one-third (1/3) of the total Board membership to be elected each year.
4.3 (c) A director may be re-elected or re-appointed
for a maximum service of six years; however, a past director is eligible to
serve additional terms if they have not served as a director for six years
immediately prior to being nominated.
4.3 (d) A director appointed to fill an unexpired term
or other vacancy shall be appointed by the Board Development and Planning
Committee of the Board.
4.3 (e) Incoming directors shall take office at the
next meeting after election by the membership which shall be within 60 days of
the annual meeting.
4.3 (f) A past director may be asked to serve on the
Advisory Board regardless of the number of years of service given to the Board.
.
4.4 Qualifications and Requirements
4.4 (a) Members are eligible to be a director if they
have the ability to make a positive contribution to the Group.
4.4 (b) Directors are required to:
1) Be a professional member;
2) Participate in governance by attending
at least 75% of meetings per year; and
3) Participate in at least one board
committee.
4.5 Nominations, Election,
& Appointment Recommendations
for directors positions may be submitted to the nominating committee, by any
member, or by the Executive Director. The nominating committee shall meet prior
to the annual membership meeting and determine the number of directors that
shall serve in the next fiscal year. The
nominating committee shall screen and qualify recommendations and present the
slate to the voting members for a vote. The election of directors shall be
determined by a simple majority of those present to vote. The appointed board members are recommended
by the Executive Committee of the Board of Directors and voted on at the next
regularly scheduled board meeting by the Board of Directors.
4.6 Vacancies Vacancies on the Board of Directors shall be
filled by the Board of Directors by a majority of those present to vote.
Directors elected by the Board of Directors to fill a vacancy shall serve for
the unexpired term of his or her predecessor.
4.7 Removal A director’s service on the Board of Directors
may be terminated by:
4.7
(a) Voluntary resignation;
4.7 (b) Removal by a vote of the Board of Directors
for failure to attend 75% of the meetings per year; or
4.7 (c) A director may be removed when the Board of
Directors deems that it is in the best interest of The Group to do so. Such removal by the Board of Directors shall
require an affirmative vote of 2/3 of the directors present. The director sought to be removed shall be
provided at least 30 days advanced written notice of the intent to consider his
or her removal, may be present at the meeting, and may offer information which
may affect the decision to remove. A director so removed shall not be eligible
to serve for at least one (1) year thereafter.
4.8 Quorum A quorum for all Board of Directors’
meetings is a simple majority of directors present either in person or by
proxy.
4.9 Vote
4.9 (a) A quorum is required to take any Board action.
4.9 (b) Directors may vote by written proxy given to
another director and registered with the Secretary or designee prior to the
meeting in which the proxy will be used.
4.10 Compensation No compensation shall be paid to directors or
officers of the Group, as such for their services. Directors may be reimbursed for travel
expenses.
4.11 (a) Meetings
There will be at
least two meetings a year. Any member of
the Group may attend. Only directors may vote.
4.11 (b) Special
Meetings
Special
meetings of the Board of Directors may be called by the Executive Committee or
a majority of the directors. Notice of
meetings shall be given by mail to directors at least ten (10) days before the
meeting. In the case of an emergency, a
special meeting may be called without giving ten days notice. Notice of the
emergency meeting may be given by telephone or other effective means of notice.
Participation and voting in emergency meetings may be accomplished by telephone
or other effective means.
ARTICLE V.
OFFICERS
5.1 Officers The
officers of the board shall consist of the President, Vice President, Secretary
and Treasurer. All shall be members of the Executive Committee.
5.1 (a) President
The
President shall:
1.
Preside at all meetings of the
Executive Committee and the Board of Directors.
2. Appoint chairpersons for
committees in consultation with the Executive Committee.
3. Perform such other duties
as may be required by the members and the Board of Directors.
5.1 (b) Vice President
The
Vice President shall:
1. Perform the duties of the President in
the absence of the President.
2. Perform
any other duties which may be designated by the Board of Directors or required
by the President.
5.1
(c) Secretary
The Secretary shall:
1. Prepare
and maintain complete and accurate minutes of all meetings, including but not limited
to the annual meetings, special meetings, and all meetings of the Board of
Directors;
2. Oversee the records and archives of the
the Group; and
3. Maintain
a record of the name and address of all the members with a designation entitled
to vote.
5.1
(d) Treasurer
The Treasurer shall serve as chair of the Finance Committee and shall
make reports that are customary for nonprofit corporations or as the Board may
direct. The Treasurer shall:
1. Present
a quarterly report of expenditures and receipts to the President and submit
such reports at all meetings of the Board of Directors;
2. Present
a complete financial report at the Annual Meeting;
3. Review
and present an annual budget for the ensuing fiscal year to the Board of
Directors for adoption;
4.
Prepare and submit any and all
reports required by the Secretary of State; and
5.
Prepare dues notices and
correspondence related thereto.
5.2 Election The officers of the Board of Directors
shall be nominated by the Nominating Committee and elected by the Board of
Directors. A director must serve at least one year prior to being eligible to
be an officer. Each officer shall serve for one year and will be eligible for
election to the same office no more than two additional, consecutive years.
5.3 Vacancies The Executive Committee will nominate and
the Board of Directors shall elect by a simple majority of those present to
vote at any meeting in which notice of such action is duly given, a director to
fill any vacancies in an unexpired term of an officer of the Board of
Directors.
ARTICLE VI.
COMMITTEES
6.1 Executive Committee The officers shall act as the Executive
Committee and shall administer the affairs of The Group between meetings of the
Board of Directors except that it shall not have the authority to fill any
vacancy in office, approve the annual budget, or employ or discharge the
Executive Director. It shall meet on an as needed basis.
6.2 Standing Committees Each standing committee shall consist of
three or more members, two of which must be members of the Board. There shall
be the following standing committees: Finance, Nominating and Strategic
Planning. All committee chairpersons and
members except chairpersons of the nominating committee shall be appointed by
the president to serve a one year term. The Nominating/Membership Chair is
elected along with the officers. Participation on committees may be
accomplished via telephone conference.
6.2 (a) Finance The Finance Committee shall have at least
four members and shall provide the fiscal oversight of The Group.
6.2 (b) Nominating The Nominating Committee membership shall
be appointed by the board for a one year term and shall nominate candidates to
fill the corporate board, and officer positions.
6.2 (c) Strategic Planning The Strategic Planning Committee has the
responsibility for developing the strategic plan for The Group and for
reviewing the plan on an annual basis.
6.3 Other Committees Other committees may be created by a
majority vote of the Board as needed.
ARTICLE VII. EXECUTIVE DIRECTOR
The
Board of Directors may select and employ an Executive Director who shall manage
the affairs of the association and carry out policies and programs established by
the Board of Directors; shall employ and manage such full-time and part-time
staff and consultants as are appropriate to carry out those policies and
programs; shall be in charge of the day to day operations of those policies and
programs, and shall prepare, with the assistance of the Finance Committee, the
annual budget to be presented for approval and shall manage the approved
budget. The Executive Director shall be responsible directly to the Board of
Directors and shall be a member ex-officio of the Board of Directors and
standing committees. The Executive Director may be present and provide input at
the meetings but shall not be entitled to a vote.
ARTICLE VIII. ADVISORY BOARD
8.1 Advisory Board.
8.1 (a) An Advisory Board shall be comprised of past
members of the Board. Service in this
group is at the pleasure of the Executive Committee and by invitation by the
Board.
8.1(b) Members of the Advisory Board are encouraged
to attend Board meetings; however, attendance is not required. Advisory Board members shall serve as
ex-officio members of the Board.
8.1(c) Advisory Board members are encouraged to
participate in Board Committees and serve to be “on-call” to the Board as they
are needed in their various areas of expertise and to provide historical
corporate information.
8.2 Voting. Members of the advisory board shall not be
entitled to vote on the Board, but shall have a vote on its committees on which
they serve.
ARTICLE IX.
INDEMNIFICATION
Each
Board member and officer of the association shall be indemnified against all
expenses actually and necessarily incurred by such director or officer in
connection with the defense of any action suit, or proceeding to which he or
she has been made a party by reason of being or having been such director or
officer except in relation to matters as to which such director or officer
shall be adjudicated in such action, suit, or proceeding to be liable for gross
negligence or willful misconduct in the performance of duty.
ARTICLE X.
DISCRIMINATION PROHIBITED
In
administering its affairs, The Group shall not discriminate against any person
on the basis of race, creed, color, national or ethnic origin, sex, age, or
physical disability.
ARTICLE
X1. INVOLVEMENT IN POLITICAL CAMPAIGNS PROHIBITED
The
Group shall not participate or intervene directly or indirectly, in any
political campaign on behalf of or in opposition to any candidate for public
office.
ARTICLE XII. ANNUAL YEAR
The
annual year of this corporation shall begin the first day of January through
the 31st day of December.
ARTICLE XIII. BYLAW AMENDMENTS
The
Board of Directors shall have the power to alter, amend, or repeal these bylaws
at any meeting of the board by a vote of two-thirds (2/3) of the directors
present, provided that written notice of the proposed change or changes is
given thirty (30) days prior to the Board of Directors’ meeting.
Adopted:
August 3, 2005