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Corporate By-Laws
ARTICLE I PREFATORY MATTERS
Section 1. Adoption. These By-Laws have been adopted by Goodwill Industries of Northeast Indiana, Inc. (the "Corporation") pursuant to the Articles of Incorporation of the Corporation and the Corporation's membership agreement with Goodwill Industries International, Inc. ("GII”).
Section 2. Logo. The Corporation has been authorized by Goodwill Industries International, Inc. to use the name “Goodwill Industries of Northeast Indiana, Inc.” The logo of GII shall be displayed at all times in prominent places.
Section 3. Territory. The operational territory assigned to the Corporation by GII is the northeast quadrant of the state, encompassing the Indiana Counties of Adams, Allen, DeKalb, Huntington, Jay, Lagrange, Noble, Steuben, Wells and Whitley (with such changes to the territory as may from time to time be made by GII). Any territorial dispute between the Corporation and any other Goodwill Industries is to be submitted to GII for arbitration.
Section 4. Principal Office. The principal office of the Corporation shall be located at 1516 Magnavox Way in the City of Fort Wayne, County of Allen, and State of Indiana. The Corporation may also have offices at other places within or without the state as determined by the Board of Directors.
ARTICLE II VISION, MISSION AND PURPOSE
Section 1. Vision. The organization’s vision is stated as: “Our vision is to build a stronger community by supporting people in achieving greater independence.”
Section 2. Mission. The mission of the Corporation is stated as “Goodwill changes lives by providing opportunities for people to build independence.”
Section 3. Purpose. The Corporation is organized and to be operated exclusively for charitable and educational purposes. The corporation is not organized for profit, nor shall any of its net earnings inure in whole or in part to private stockholders, members, employees or other individuals. The purpose of the Corporation is vocational rehabilitation and employment services for people with disabilities and other barriers to employment. Services include, but are not limited to, case management, individualized program planning, vocational evaluation, facility and community based work evaluation, job development, job placement, job coaching, information and referral, client advocacy, community education, consultation on accommodations, and other vocational rehabilitation services. Individuals served include those persons with a wide range of disabilities and barriers to employment including: visual; hearing; orthopedic; mental illness; circulatory; mental retardation; traumatic brain injury; seizure disorder; arthritis; cerebral palsy; substance abuse; learning disability; and persons who are vocationally and/or economically disadvantaged. The Corporation and its services to clients shall be continuously accredited through the Commission on Accreditation of Rehabilitation Facilities (CARF) or similar external national accreditation body.
The Corporation shall operate Goodwill stores that will bring several important benefits to the communities they serve. The stores shall provide an affordable source of quality clothing and household goods for families in need of those items. The stores offer area residents a place to recycle used items which might otherwise find their way into a landfill. The stores provide a variety of jobs and training opportunities to people with disabilities and other barriers to employment. Revenues from the stores support the Corporation’s mission and services to the community.
No substantial part of the activities of the Corporation shall be devoted to influencing legislation, by propaganda or otherwise, nor to participating in any political campaign in behalf of any candidate for public office.
ARTICLE III OFFICERS ELECTION AND TERMS
The Officers of the Corporation shall be a President (staff), a Vice-President (staff), a Board President, one or more Board Vice-Presidents (the number thereof to be determined from time to time by the Board), a Treasurer, a Secretary, an Ex-Officio (immediate past Board President), and other such officers as may be elected or appointed in accordance with the provisions of these By-Laws. All officers except the President and Vice-President shall be elected or appointed by the Board of Directors at the annual meeting of the Board of Directors or as soon after such annual meeting as is practicable, for a term of one (1) year, and shall hold office until their successors are chosen and qualified.
ARTICLE IV BOARD OF DIRECTORS
Section 1. Number. The Board of Directors shall consist of the Officers and other Directors who are elected in accordance with the provisions in Section 4 of this Article. The Board of Directors shall consist of not less than 15 or more than 20 Directors.
Section 2. Independent Unrelated Board Representation. A key legal obligation of board members is their duty of loyalty, the object of this loyalty being the Corporation. Board members have a duty to place the interest of their nonprofit before anything else when acting in their fiduciary capacity. This undivided loyalty means board members are objective and independent in decision making, unbiased in their approach to issues, free from ulterior motives or external control, and lack any conflict of interest when choosing between options.
Certain situations tend to be so loaded with potential conflicts of interest — and therefore potential lack of independence — that it is best to avoid them. The following are situations relating to board structure that normally prevent an individual from being fully independent as a board member or disinterested in respect to a specific decision:
Section 3. Non-Discrimination. It is the policy of the Corporation to comply with the regulations and requirements of the Equal Employment Opportunity Commission and the Indiana Civil Rights Commission. The Corporation will not exclude any individual from receiving services, segregate individuals, deny or alter compensation, benefits, training or terms of employment, or service as a member of its Board of Directors, or Committees on the basis of disability, race, religion, sex, creed, color, age, sexual orientation, national origin, or any other class protected by law.
Section 4. Recruitment. The Corporation shall promote the recruitment of persons with disabilities and other barriers to employment or their personal representatives, as appropriate, as members of the Board, staff members, and as volunteers of the organization. The Corporation shall promote inclusiveness and eliminate barriers to participation in all aspects of its operations.
Section 5. Election. The Board Development Committee shall be responsible for developing nominees for board elections and for board committees, board evaluation, and planning for board training and leadership development. The committee shall be responsible for nominating a slate of candidates for potential election each year, seeking to preserve the diversity and balance necessary to enable the Board of Directors to provide policy guidance on the broad spectrum of nonprofit issues relevant to Goodwill. The Directors shall be elected by the continuing members of the Board of Directors at the annual meeting or at other meetings deemed appropriate by the Board. The normal election will be for a three (3) year term. All of such Directors shall hold office until others are chosen and qualified in their place, in accord with the provisions of these By-Laws.
Section 6. Re-election. Board members shall be eligible to serve for three-year terms. The Board Development Committee shall monitor each individual member’s progression through terms. At the conclusion of each three- year term, the respective Board member will be notified by the committee and asked as to his/her continued service. There will exist no term limit. All Board members shall be required to complete the annual Board Member affirmation Statement and undergo evaluation of service by the Board Development Committee.
Section 7. Attendance, Removal and Resignation. It is the policy of the Corporation that all directors sign-in as to their attendance at every board and committee meeting. Attendance shall be duly noted by person and percentage of total board membership in each set of board meeting minutes. A Board member may be removed for excess absences from the Board if he or she has two unexcused absences from Board meetings in a year or misses over fifty percent of the total number of Board meetings in a calendar year. Any Officer, Director, or agent elected or appointed by the Board of Directors may be removed by the Board of Directors whenever, in their best judgment, the best interests of the Corporation would be served thereby, but such removal shall be without prejudice to the contract rights, if any, of such person so removed, and such removal shall be subject to the provisions of these by-laws. Possible reasons for removal would include non-attendance at meetings or violations of the Code of Ethics Policy or Conflict of Interest Statement. Resignation from the Board must be in writing to the Secretary.
Section 8. Community Members Service. Community members with the appropriate interest and skills, but lacking time for full-time commitment, may also serve on the committees of the Board. These independent and unrelated individuals shall be non-voting members of the committee(s). Board members unable to fulfill their full-time board commitment due to time constraints may also be considered for “community member service” status.
Section 9. Vacancies. Any vacancy occurring on the Board of Directors shall be filled by a majority vote of the remaining members of the Board of Directors, and any successor Director so chosen shall serve the full remaining term of the Director whom he/she replaces.
Section 10. Indemnification. The corporation shall, to the extent legally permissible, indemnify each person who may serve or who has served at any time as an officer, director, or employee of the corporation against all expenses and liabilities, including, without limitation, counsel fees, judgments, fines, excise taxes, penalties and settlement payments, reasonably incurred by or imposed upon such person in connection with any threatened, pending or completed action, suit or proceeding in which he or she may become involved by reason of his or her service in such capacity; provided that no indemnification shall be provided for any such person with respect to any matter as to which he or she shall have been finally adjudicated in any proceeding not to have acted in good faith in the reasonable belief that such action was in the best interests of the corporation; and further provided that any compromise or settlement payment shall be approved by a majority vote of a quorum of directors who are not at that time parties to the proceeding.
The indemnification provided hereunder shall inure to the benefit of the heirs, executors and administrators of persons entitled to indemnification hereunder. The right of indemnification under this Article shall be in addition to and not exclusive of all other rights to which any person may be entitled. No amendment or repeal of the provisions of this Article which adversely affects the right of an indemnified person under this Article shall apply to such person with respect to those acts or omissions which occurred at any time prior to such amendment or repeal, unless such amendment or repeal was voted by or was made with the written consent of such indemnified person. This Article constitutes a contract between the corporation and the indemnified officers, directors, and employees. No amendment or repeal of the provisions of this Article which adversely affects the right of an indemnified officer, director, or employee under this Article shall apply to such officer, director, or employee with respect to those acts or omissions which occurred at any time prior to such amendment or repeal.
ARTICLE V DUTIES AND RESPONSIBILITIES OF BOARD OF DIRECTORS
Section 1. General. The Board of Directors shall have the power and duties necessary or appropriate for the administration of the affairs of the Corporation. All powers of the Corporation shall be vested in the Board of Directors. The Board of Directors shall have the general direction, control and management of the business of the Corporation, and the determination of duties and compensation of all agents and servants of the Corporation. The Board shall be subject to three fiduciary duties under current laws – the duty of care, the duty of loyalty and the duty of obedience.
The responsibilities of the Board of Directors shall include: execution of and any necessary revision of the Corporation’s vision, mission and purposes; selecting the Chief Executive (President); supporting the President and annually assessing his/her performance; ensuring effective organizational planning; ensuring adequate resources to meet the Corporation’s purposes; managing resources effectively; determining, monitoring, and strengthening the Corporation’s programs and services; enhancing the Corporation’s public standing; ensuring legal and ethical integrity and maintaining accountability; promoting transparency of operation; and recruiting and orienting new Board members and assessing Board performance.
Section 2. Specific Powers. The Board of Directors shall have the power to purchase and to lease, pledge, and sell any and all personal and real property, and to make all such contracts and agreements in behalf of the Corporation as they deem beneficial or convenient for the successful prosecution of the purposes and operations of the Corporation. The Board of Directors shall administer all donations and bequests.
Section 3. Bonds. The Board of Directors shall have the power to require adequate bonds from the President, Vice-President, Finance Director, Accounting Assistant, Board Treasurer, and such other employees and servants of the Corporation as they may deem necessary.
Section 4. Committees. The Board of Directors shall appoint or remove all committees and prescribe their duties; provided, however, that no committee, except the Executive Committee, shall have the power to obligate the Corporation to any financial outlay or to commit to any social program unless the same is specifically authorized or ratified by the Board of Directors.
Section 5. Compensation and Related Financial Matters. No direct or indirect compensation or expense reimbursement of any form whatsoever shall be paid to members of the Board of Directors in the performance of their duties as Directors. It is the policy of the Board to not provide personal loans to directors, executives or staff of the Corporation.
ARTICLE VI CONFLICT OF INTEREST
The Board, Officers, and management staff have the responsibility of administering the affairs of Goodwill honestly and prudently, and of exercising their best care, skill, and judgment for the sole benefit of Goodwill. Those persons shall exercise the utmost good faith in all transactions involved in their duties, and they shall not use their positions with Goodwill or knowledge gained there from for their personal benefit. The interests of the organization must be the first priority in all decisions and actions.
It is the policy of the Corporation to maintain and comply with its written Conflict of Interest Policy. The Board of Directors, Officers and management staff are required to make annual full disclosure of any material conflict or appearance of conflict within the organization. Transactions with parties with whom a conflicting interest exists may be undertaken only if all of the following are observed:
The board shall determine whether a conflict exists and in the case of an existing conflict, whether the contemplated transaction may be authorized as just, fair, and reasonable to Goodwill. The Board shall vote to authorize or reject the transaction or take any other action deemed necessary to address the conflict and protect the organization’s best interests. The votes shall be by a majority vote without counting the vote of any interested director(s). The decision of the board on these matters will rest in their sole discretion and their concern must be the welfare of Goodwill and the advancement of its purpose.
ARTICLE VII COMMITTEES
Section 1. Structure. The Board shall generally maintain fewer formal standing committees and shall create ad-hoc committees and time-limited task forces as needed.
Section 2. Executive Committee. The Executive Committee shall consist of the President of the Board, Vice-President, Treasurer, Secretary, Ex-Officio (immediate past Board President), and the organization’s President and Vice-President (staff). The Executive Committee shall meet between Board meetings and shall have all necessary power to carry out the decisions of the Board of Directors and to perform all duties of the Board of Directors. The sole exception shall be the purchase and/or sale of property. Meetings of the Executive Committee may be called by the President of the Board or Secretary or President (staff), or when requested by any two (2) members of the Executive Committee. Actions of the Executive Committee shall be reported to the Board at its next succeeding meeting.
The Executive Committee of the Goodwill Board of Directors shall serve as the “Compensation Committee” to conduct the annual performance evaluation of and goal-setting with the Goodwill CEO. The members of the Compensation Committee must not have any personal interest in the compensation agreement and therefore, will exclude the CEO and any of his/her subordinates. Goodwill has adopted the following widely accepted best practices to determine CEO compensation: establishing clear annual performance goals with measurable outcomes for the CEO; tying compensation to financial, mission and community impact performance; ensuring transparency into the CEO evaluation process; including assessment data of comparable competitive compensation at other organizations; and seeking relevant data from independent expert sources. Goodwill will follow the procedure of “rebuttable presumption” to ensure compliance with IRS guidelines (IRC 4958) that place restrictions on the executive compensation of “disqualified persons” within tax-exempt organizations. Goodwill will meet the three criteria essential to establish that a transaction was not an excess benefit transaction.
Section 3. Board Development Committee. The Board Development Committee shall be responsible for developing nominees for board elections and for board committees, board evaluation, and planning for board training and leadership development. The Board Development Committee shall have a minimum of three board members, with the Executive Director as an ex-officio committee member. Committee members shall serve one year terms. The committee shall be responsible for nominating a slate of candidates for potential election each year, seeking to preserve the diversity and balance necessary to enable the Board of Directors to provide policy guidance on the broad spectrum of nonprofit issues. The committee shall identify potential leadership in the communities served by the Corporation and invite such persons to appropriate meetings; observe and evaluate potential leaders within the existing Board; track Board member’s tenure and eligibility/willingness for reelection; and other duties to be assigned by the President of the Board of Directors.
All interested persons shall have the right to submit the names of candidates for consideration by the committee. The committee shall at the annual meeting of members present nominations for membership on the Board of Directors to fill vacancies in such membership, caused by any circumstances, and it shall be the duty of the committee to obtain information as to Board member tenure and as to what vacancies otherwise exist in the membership of said Board. It shall be the duty of the committee to determine in advance of the annual meeting the willingness of the various nominees to be proposed by it to serve, if elected. The committee shall submit other nominations to fill vacancies that may occur during the year, as it may be requested from time to time to do so by the Board of Directors.
Section 4. Other Committees. The Board of Directors shall create such additional standing committees, ad-hoc committees and time-limited task forces as are deemed necessary or desirable for the successful operation of the Corporation, and shall define the duties of such committees. Such committees shall have such authority and duties as the Directors may from time to time prescribe, but shall not have or exercise the authority of the Board of Directors in the management of the Corporation. Each committee shall be composed of at least two (2) members of the Board of Directors appointed by the President of the Board for a term of one (1) year. The chairperson of each such committee shall be nominated by the President, but shall be subject to the approval of the Board of Directors.
Section 5. Term of Office. Each member of a committee shall continue as such until the next annual meeting of the Board of Directors of the Corporation and until a successor is appointed unless the committee shall sooner be terminated or unless such members shall be removed from such committee. Vacancies in the membership of any committee may be filled by appointments made in the same manner as provided in the case of the original appointments.
ARTICLE VIII DUTIES AND RESPONSIBILITIES OF OFFICERS
Section 1. President of the Board. The President of the Board shall preside at all meetings of Directors and the Executive Committee. He/She shall be, by virtue of office, an ex-officio member of all committees. The President of the Board shall, when appropriate, sign legal papers of the Corporation together with any other officer or President (staff) of the Corporation so authorized by the Board of Directors. The President of the Board shall, subject to the approval of the President (staff) and Board of Directors, establish all committees and designate the members and chairpersons thereof. The President of the Board shall coordinate the work of the officers and committees of the Corporation in order that the objectives of the Corporation may be promoted.
The responsibilities of the President of the Board include: serve as the chief volunteer officer of the Corporation; partner with the President (staff) in achieving the Corporation’s mission; provide leadership to the Board of Directors who set policy and to whom the President (staff) is accountable; chair meetings of the Board after developing the agenda with the President (staff); encourage Board role in strategic planning and maintenance of accreditation(s); help guide Board actions with respect to changing organizational priorities and governance concerns; review with the President (staff) any issues of concern to the Board; monitor financial planning and reports; play a leading role in fund raising activities; formally evaluate, with the Executive Committee, the annual performance of the President (staff); and perform other duties as shall be assigned by the Board of Directors.
Section 2. Vice-President(s). The Vice-President(s) shall in proper order perform the duties of the President in his/her absence or in the event of her/his inability or refusal to act. When so acting such Vice-President(s) shall have all the power of and be subject to all the restrictions upon the President of the Board. The Vice-President(s) shall perform other duties as shall be assigned from time to time by the Board of Directors.
Section 3. Secretary. The Secretary shall attend the meetings of Directors and the Executive Committee, and shall with appropriate staff support - record upon the books of records of the Corporation minutes of such meetings. The Secretary shall notify all Directors of all such meetings and shall perform other such duties as the Directors shall from time to time prescribe.
Section 4. Treasurer. The Treasurer shall be responsible for ensuring that the Corporation’s resources are managed effectively, including approval of an annual budget and that requisite cash-management, risk-management and financial-management controls are in place. Financial reports shall be regularly reviewed by the Treasurer and all Board members. The Finance and Risk Management Committee of the Board shall review and approve all changes in contractual agreements of the Corporation that exceed the amount of $50,000 annually. The Corporation’s accounts shall be audited annually by a Certified Public Accountant employed by an independent auditor or accounting firm selected by and reporting directly to the Board of Directors.
Section 5. President. The President (staff) shall be a full-time employee of the Corporation with full power as the managing agent of the Corporation, subject to control by the Board of Directors and other officers of the Corporation. He/she shall be charged with ethical and effective implementation of the policies established by the Board of Directors in such a way that the intents and purposes of the Articles of Incorporation, By-Laws and Mission and Vision Statements are faithfully and effectively carried out. The President shall: actively manage and administer directly or through the staff all the activities and operational functions of the Corporation; maintain applicable Corporate accreditation and membership standards; provide for adequate planning; effective risk management; corporate compliance; staff and board development; and develop and promote mutually beneficial relationships between the Corporation and various funding/referral sources to further services to people with disabilities and other barriers to employment.
The President shall work with the Board to interpret and comply with any financial or other requirements as may arise from CARF Standards, Sarbanes-Oxley, and other corporate not-for-profit accountability legislation. The President shall also perform all other duties as may be assigned by the Board of Directors in the process of carrying out the mission of the Corporation. The President shall be a non-voting member of the Board, serve as ex-officio member of all committees, and function as a technical advisor to the Board of Directors. He/she shall sign such drafts, checks, contracts and agreements as designated by the Board of Directors. The President shall be responsible to the Board of Directors, and shall report to them at regular intervals.
The President shall be hired by the Board of Directors of the Corporation. Goodwill Industries International, Inc. (GII) will be notified of any transition in the President position and due consideration will be granted to persons nominated from such organization. The President shall not be dismissed by the Board of Directors of the Corporation except after consultation with GII in case of conduct prejudicial to the well-being of the Corporation by such President; provided, however, that the President may be suspended pending investigation and recommendation by GII.
ARTICLE IX MEETINGS OF DIRECTORS
Section 1. Meetings of Directors. The Board of Directors shall meet at the time of the annual meeting and on the third Tuesday of the following months - January, March, May, July, September, and November. In addition, the Board of Directors shall meet at the call of the President (staff), the President of the Board, any other three (3) Directors, or by agreement of the Board of Directors. All Directors meetings may be held at any place within the State of Indiana, provided that the notice of any such meeting shall specify such place and the time of such meeting with reasonable clarity.
Section 2. Meeting of Executive Committee. The Executive Committee shall meet at times and places to be determined by the Executive Committee within the scope of its responsibility. Meetings of the Executive Committee may be called by the President (staff), the President of the Board, and as otherwise provided herein.
Section 3. Notices. Notices of meeting of Directors, the Executive Committee, and other committees shall be in writing (mail, e-mail or fax) at least seven (7) to fourteen (14) days before the time for such meetings. Such notices shall go to each member of the respective groups at his/her usual place of business or abode, or delivered to him/her personally. The Directors and those composing the Board Committees may waive such notice in writing. Notices of special meetings of the Board of Directors shall be deemed sufficient if given by telephone or in writing by mail, e-mail or fax with such notices to be received at least forty-eight (48) hours before the time set for such meetings.
Section 4. Quorum. A majority of the number of Directors fixed by Section 1 of Article IV hereof shall constitute a quorum for the transaction of any business by the Directors. A majority of the Executive Committee shall constitute a quorum for the transaction of any business by the Executive Committee.
Section 5. Adjournment. All meetings of Directors or the Executive Committee may be adjourned to such other time and place as may be decided by those present and represented.
Section 6. Minutes. All Board and Committee meetings of the Board of Directors will be recorded and transcribed into a permanent written record of meeting minutes. These documents shall specify the meeting, date/time, attendance, items discussed, relevant comments, Board motions or recommendations, and time of adjournment. The minutes will be sent to all members of the Board of Directors for review and approval at the next subsequent Board or committee meeting. Copies of all written Board and committee meeting minutes shall be maintained at the Corporation’s administrative offices.
ARTICLE X SEAL
The Corporation shall have a common Seal, being a circular Seal made up of two (2) concentric circles of different diameters; around the circle the words "Goodwill Industries of Northeast Indiana, Inc." shall be printed, and within the inner circle the word "Seal" shall appear. The Seal shall remain at all times in the custody of the President.
ARTICLE XI RELATIONSHIP TO GOODWILL INDUSTRIES INTERNATIONAL, INC.
Section 1. Dues. In return for the support, information, consultation and cooperative helpfulness afforded by GII, the Corporation shall pay the treasurer of GII a monthly fee determined by that organization to which the Corporation is a member. This fee is to be used in providing services and improving the programs and efficiency of all the Goodwill Industries, including the further expansion of services to people with disabilities and those with barriers to employment in areas not now served. It shall not be deemed to be in liquidation of any loans, supplies, or contributions provided by GII.
Section 2. Title. In case the work of the Corporation should be abandoned, all title to real and personal property of the corporation remaining after the debts of the Corporation have been paid shall immediately be vested in GII, as trustee for the purpose of reestablishing Goodwill or similar work in the northeast Indiana Counties of Adams, Allen, DeKalb, Huntington, Jay, Lagrange, Noble, Steuben, Wells, and Whitley.
Section 3. Termination of Relationship. In case the Corporation shall cease to be a member of GII, the certificate of recognition issued by GII shall become null and void. The Corporation's right to use the name "Goodwill Industries" shall terminate immediately, and the Corporation shall delete, destroy or repaint signs, symbols and other media employed for its use and display. All donations or loans made to the Corporation by GII shall immediately be returnable in full, with interest from the date of such donation or loans, at an interest rate set by the Board of Directors of GII.
ARTICLE XII CHANGE OF BY-LAWS
These By-Laws may be changed, amended or repealed only by a majority vote of the members of the Board of Directors present at any meeting of the Board of Directors of the Corporation. Every effort will be made to make sure that the proposed changes are in harmony with the Purposes and Policies of GII. In the notice of the meeting to members, it shall be stated that the amendment, change or repeal may be acted upon. A certified copy of any changes in said By-Laws shall be recorded with GII.
ARTICLE XIII ENACTMENT PROVISIONS
These By-Laws shall become effective upon adoption by a majority vote of the members of the Board of Directors present at a regular meeting, the notice of which shall state that action will be taken on these proposed By-Laws.
ARTICLE XIV FISCAL YEAR
The fiscal year of the Corporation shall end on December 31st of each year.
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