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BY-LAWS
SOUTH CAROLINA CRIME VICTIMS’ COUNCIL
ARTICLE I
NAME
The name of this corporation shall be the “South Carolina
Crime Victims’ Council, Incorporated,” which may be abbreviated “SCCVC”.
ARTICLE II
PURPOSE
The purpose for which this corporation is organized shall be:
To operate exclusively for
educational purposes within the scope of Section 501 c (3) of the Internal
Revenue Code of 1954.
To exist as a Corporation not for
profit as described in Section 33-31-10, et seq. Of the South
Carolina Code of Laws (1976), as amended, as a Corporation, no part of the
income of which is distributed to its general members, Board Members or
officers unless one of these be a paid member of the staff necessary for
the day-to-day operation of the Corporation.
To advocate on behalf of all
victims of crime.
To establish and maintain
effective communication among victim programs throughout South Carolina.
To enhance public awareness of
victim needs and characteristics.
To facilitate accountability,
research and evaluation in the areas of victim needs, characteristics, and
service delivery.
To produce and facilitate quality
training of victim program staff and other persons involved in victim
service related efforts.
To conduct or facilitate victim
workshops for the purposes of training and sharing of information,
resources, and literature.
To develop, analyze, and support
local, state, and federal legislation for victim services through public
education efforts.
To coordinate crime victim policy
development, legislative and public education efforts with other
governmental and community organizations.
To encourage the participation of
citizens in victim programs, especially those citizens who have been
victimized.
To accept contributions and
membership dues, to seek eligibility for and receive local, state, and
federal funding, and to be beneficiary of trusts and inheritance.
To create and maintain memorials,
scholarships, remembrances, and
events to honor and remember crime victims of every description.
ARTICLE III
MEMBERSHIP
Section 3.1 - Qualifications for
Membership
General membership in the
Corporation shall be open to any individual committed to addressing the
needs of victims and who pays the proper dues, if any are required.
No qualified applicant shall
be refused membership in the Corporation on the basis of ethnic origin,
sex, race, creed, religion, age or presence of a handicap.
Annual membership dues, if any
will be classified as contributions and the amount of such dues shall be
determined by the Board of Directors.
Section 3.2 -
Members
There
shall be two classes of general members, each of whom shall fall into
either the Individual Member category or the Agency Member category.
Individual Members shall be South Carolina residents who are crime victims
or who engage in the provision of services to victims/witnesses, or who
act as consultants, administrators, educators, researchers, or volunteers
in the area of victim/witness services, or who are individuals committed
to addressing the needs of victim/witnesses and/or non-residents of South
Carolina and/or citizens not directly involved in the provision of
services to victims and witnesses. Each individual member shall have one
vote. Agency members shall be those groups which engage in the provision
of services to victim/witnesses or act as consultants, administrators,
educators, researchers, or volunteers in the area of victim/ witness
services. Agency members shall have a single vote. The agency’s chief
executive officer or his/her designee shall exercise the voting
privilege. Members may vote via email when requested by the Board
President. 3. 3-
Membership Fees
Individual and agency membership fees shall be set by the
Board of Directors; however, fees may be waived at the discretion of the
board based on financial hardship
Section 3.4 - Meetings
Unless otherwise ordered by the Board Members of the
Corporation, the annual meeting of the general members shall be held at
such time and place to be determined by the Board of Directors on thirty
(30) days notice to the members. Special meetings of the general members
may be called in the same manner as special meetings of the Board of
Directors. Section 3.5 -
Election of Directors
Members of the Board of Directors (“Board Members”) shall be elected by
at-large ballot of the general membership to the annual meeting of the
general members. Each candidate for election to the Board shall be
provided equal space to solicit support of the members. Board members
shall be installed at the annual meeting of the general members and shall
serve for three years. Only SCCAC members in good standing for six months
& who have been victims of a crime shall be eligible to stand for
election. In order to vote, a member must be in good standing prior to
the ballot being printed and mailed. Board Members may be elected by
write-in ballot. Section 3.6 -
Liability of Members
No member of the Corporation, in any capacity, now or
hereafter elected shall be personally liable to its creditors for any
indebtedness or liability, and any and all creditors shall look only to
its assets for payment.
ARTICLE IV
BOARD OF DIRECTORS
Section 4.1 - Powers of the Board
Subject to the powers of the general membership as provided
by law or as set forth, all corporate powers of the Corporation shall be
controlled by the Board of Directors. Without limiting the generality of
the foregoing, the Board of Directors shall have the following powers:
To select and remove all the other
officers, agents, and employees of the corporation, prescribe such powers
and duties for them as may be consistent with the law, with the Articles
of Incorporation or with the By-laws, fix rates of the compensation and
require from officers, agents and employees security for faithful service.
To conduct, manage and control the
affairs and business of the corporation and to make such rules and
regulations therefore consistent with the law, with the Articles of
Incorporation or with the By-laws, or with policy declarations adopted by
the general members at the meetings duly called for that purpose as they
may deem best.
To change the principal office for
the transaction of business of the Corporation from one location to
another within the state of South Carolina for the holding of any Board or
general members’ meetings; and to adopt, make use a corporate seal and to
alter the form thereof from time to time as in their judgment they may
deem best, provided such seal shall at times comply with the provisions of
the law.
Section 4.2 - Resignation of Board
Member for Failure to Attend Meetings
A Board Member who fails to attend two consecutive meetings
of the Board of Directors shall be deemed to have resigned without further
action by such Board Member or the Board of Directors unless excused by
the majority of the Board. Such resignation shall be reflected in the
minutes of the Board of Directors.
Section 4.3 - Rules for Meetings
All meetings of the general membership, the Board of
Directors or any committee of SCCVC shall be conducted in accordance with
Robert’s Rules of Order. Section
4.4 - Appointed Board Members
At its discretion and with two thirds majority, the elected
members of the Board of Directors may elect from six (6) to twelve (12)
Appointed Board Members, as the Board deems appropriate.
Appointed board members shall serve
one (1) year terms and shall be nonvoting members of the Board. Appointed
Board Members must be members of SCCVC at the time of their election.
In appointing Board Members, the SCCVC Board of Directors
will seek a wide diversity of representation from victims & victims’
groups, and to fill gaps in representation of groups not currently sitting
on the Board. The Board shall
also utilize its ability to elect Appointed Board Members to insure that
there is always crime victim representation of a wide variety on the
Board. Section 4.5 -
Number, Tenure, Qualifications and Election
The number of elected Board Members shall be twelve (6) and
the standard term of the office of Board Members is three (3) years.
All Board members shall serve
three-year terms, but are eligible for re-election. However, no board
member shall serve more than two consecutive three-year terms. The first
Board will include three members with three terms and three members with
one year terms to begin staggered terms. Those members with one year
terms shall be eligible for reelection to a three year term should they be
chosen by the general membership.
Section 4.51 - Vacancies
Any vacancy occurring in the Board of Directors prior to
ninety (90) days before the annual meeting of the Board of Directors may
be filled by the Board of Directors. A Board Member elected to fill a
vacancy shall be elected for the unexpired term of the predecessor in
office. Section 4.52 -
Compensation
Board Members as such shall not receive any stated salaries
for their services, but, by resolution of the Board of Directors, a fixed
sum and expenses of attendance, if any, may be allowed for attendance at
each annual or special meeting of the Board provided that nothing herein
contained shall be construed to preclude any Board Member from serving the
Corporation in any other capacity and receiving compensation therefore.
Section 4.53 - Indemnification of
Board Members and Officers
Each present or future Board Member and Officer of the Corporation,
whether or not then in office, shall be held harmless and indemnified by
the Corporation against all claims, liabilities and expenses actually and
necessarily incurred or imposed upon him or here in connection with or
resulting from any action, suit or proceeding, or any settlement or
compromise thereof, approved by the Board of Directors, to which he or she
may have been made a party by reason of any action or alleged action,
either of omission or commission, performed by him or her while acting as
such Board Member of Officer in good faith, except in relation to matters
as to which recovery shall be had against him or here by reason of his or
her finally adjudged in such action, suit, or proceeding as being guilty
of willful misconduct in the performance of duties as such Board Member or
Officer; and the foregoing right of indemnification shall not be exclusive
of other rights to which he or she may be entitled as a matter of law.
Each such Board Member or Officer shall be likewise indemnified against
any such judgment, decree, or fine which may be imposed upon him or her in
any such proceeding, suit, action, or prosecution.
Section 4.6 - Annual Meeting
An annual meeting of the general membership shall be held
for the purpose of installing Board Members, discussion of policy matters,
and for transaction of financial and such other business as may come
before the meeting. A financial report and an agenda of any substantive
matters to be discussed shall be distributed to the general membership not
less than three (3) weeks prior to the meeting.
Section 4.7 -
Special Meetings
Special meetings of the Board of Directors may be called
by, or at the request of, the President or any three (3) Board Members.
The person or persons authorized to call special meetings of the Board may
fix any place within the state of South Carolina as the place for holding
any special meetings of the Board called by them. Voting may occur via
email by recommendation of the President of the Board of Directors.
Section 4.8 -Notices
Notice of any special meeting of the Board of Directors
shall be given at least seven (7) days previous thereto by written notice
delivered personally or sent by mail, email or fax to each Board member at
the address shown by records of the Corporation. If mailed, such notice
shall be deemed to be delivered when deposited in the United States mail
in a sealed envelope so addressed, with the postage thereon prepaid. If
notice is given by fax, such notice shall be deemed to be delivered when
the fax is completed. If emailed, such notice shall be deemed delivered
when the email is sent. The attendance of a Board Member at any meeting
shall constitute a waiver of notice of such express purpose of the
objecting to the transaction of any business because the meeting is not
properly called or convened under these By-laws. The business to be
transacted at, and the purpose of, any special meeting of the Board shall
be specified in the notice of meeting.
Section 4.9 - Quorum
The attendance of four (4) Board Members shall constitute a
quorum at any meeting of the Board. If less than a quorum of the Board
Members is present at the said meeting, a majority of the Board Members
present may adjourn the meeting from time to time upon further notice. A
meeting at which a quorum is initially present may continue to transact
business, notwithstanding the withdrawal of Board Members leaving less
than a quorum for each meeting.
ARTICLE V
OFFICERS Section 5.1 -
Officers
The Officers of SCCVC shall be Board Members that are crime
victims. The officers shall be President, a Vice President, and a
Secretary-Treasurer. These officers shall have the authority to perform
the duties prescribed by these By-laws and by the Board of Directors. No
Board Members shall hold more than one office at a time.
Section 5.2 - Election and Term of
Office The Officers of SCCVC
shall be elected annually by ballot of the Elected Board Members. The
term of office is one (1) year. Each officer shall hold office until a
successor shall have been duly elected. Vacancies may be filled at any
meeting of the Board of Directors.
Section 5.3 - Removal
Any officer or agent elected or appointed by the Board of
Directors and the executive director of SCCVC may be removed by a majority
of the Board of Directors whenever in its judgment the best interests of
the Corporation would be served thereby.
Section 5.4 - Vacancies
A vacancy in an office because of death, resignation,
removal, disqualification or otherwise, may be filled by a vote of the
Board of Directors for the unexpired portion of the term.
Section 5.5 - President
The President shall be the principal executive officer of
SCCVC. The President shall preside at all meetings of the general members
and of the Board of Directors. The President may sign, with the Secretary
or any other proper Officer authorized by the Board of Directors, an
deeds, mortgages, bonds, contracts or other instruments which the Board of
Directors have authorized to be executed, except in cases where the
signing and execution thereof shall be expressly delegated by the Board of
Directors or by these By-laws or by statute to some other Officer of the
SCCVC and, in general, the President shall perform all duties incident to
the office of President and such other duties as may be prescribed from
time to time by the Board of Directors.
Section 5.6 - Vice-President
The Vice-President shall perform such duties as may be
assigned from time to time by the President or by the Board of Directors.
In the absence of the President at any meeting, the Vice-President shall
preside. Section 5.7 -
Secretary-Treasurer
The SCCVC executive director or designee, and
Secretary-Treasurer, shall be responsible for the supervision of all funds
and securities of SCCVC and the recording thereof; shall prepare an annual
financial report and any interim reports at the request of the President;
shall post annual dues paid by members. The Secretary-Treasurer shall
also perform all other duties incident to the office of the Treasurer and
such other duties as from time to time may be assigned by the President or
by the Board of Directors.
The
Secretary-Treasurer of SCCVC shall oversee minutes of the proceedings of
the Board of Directors and Committees having any of the authority of the
Board of Directors; and shall oversee the keeping of correct and complete
books and records of account.
The SCCVC executive director or designee shall keep the minutes of the
Board of Directors in one or more books provided for that purpose; shall
maintain a list of al committees, members of each committee, and a copy of
all committee reports; shall notify all officers and general members of
their election and/or appointment to the Board of Directors and to
committees; shall keep a current list of the general membership; shall see
that all notices are duly given in accordance with the provisions of these
By-laws or as required by law; be custodian of SCCVC records and of its
seal, and see that the corporate seal is affixed to all documents, the
execution of which on behalf of SCCVC under its seal is duly authorized in
accordance with the provision of these By-laws; and, in general, perform
all duties incident to the office of Secretary and such duties as from
time to time may be assigned by the President or Board of Directors.
Section 5.8 - Prohibition of Loans
No loans shall be made by SCCVC to any of its general
members, Officer, Board Member, or employees; provided, however, those
reasonable advances of expense monies for business purposes shall not be
considered loans.
ARTICLE VI
COMMITTEES
Section 6.0 - Nominating
Committee
A nominating
committee of two Board Members and one general member shall be appointed
by the President of the Board of Directors. The duties of this Committee
are to develop a slate of candidates for election as Board of Directors
and to present this slate of nominees to the general membership by paper
ballot. The general membership may place additional names in nomination by
offering a petition signed by at least ten (10) members in good standing.
The President shall be ineligible to serve on this Committee, and members
of this Committee shall not be eligible to be candidates for election to
the Board of Directors. When selecting nominees, the Committee shall
consider geographic location, types of programs, and agencies represented
by nominees. The Nominating Committee shall also oversee development of a
slate of nominees for officers of the Board of Directors.
Section 6.1 - Other Committees
Other Committees not having and exercising the authority of
the Board of Directors in the management of the Corporation may be
designated by a resolution adopted by a majority of the Board Members
present at a meeting at which a quorum is present. Except as otherwise
provided in such resolution, the President, with the approval of the Board
of Directors, shall appoint the members thereof. Any member thereof may
be removed by the person or persons authorized to appoint such member
whenever in their judgment the best interest of the SCCVC shall be served
by such removal. The President shall be an ex officio member of all
Committees except the Nomination Committee.
Section 6.2 - Term of Office
Each member of a Committee shall continue as such until the
next annual meeting of the Board of Directors or until: (1) such member’s
successor is appointed unless the Committee shall be terminated sooner;
(2) such member is removed from such Committee, or (3) such member ceases
to qualify as a general member of the Corporation.
Section 6.3 -
Chairperson
One member of each Committee shall be appointed Chairperson by the
President of SCCVC Section 6.4 -
Vacancies
Vacancies in the membership of any Committee may be filled
by appointment made in the same manner as provided in the case of the
original appointment. Section
6.5 - Quorum
Unless otherwise provided in the resolution of the Board of
Directors designating a Committee, a majority of the whole Committee shall
constitute a quorum and the act of a majority of the members present at a
meeting at which quorum is present shall be the act of the Committee.
ARTICLE VII
FISCAL MATTERS
Section 7.0
The
fiscal year of SCCVC shall begin on the first day of July and end on the
last day of June in each calendar year. The Corporation shall have an
annual audit of its finances conducted by a certified public accountant.
The results of the audit shall be provided to members who request it.
ARTICLE VIII
CORPORATE SEAL
Section 8.0
The Board of Directors shall provide a Corporate Seal which
shall be in the form of a circle and shall have inscribed thereon the name
of the Corporation and the words “Corporate Seal, South Carolina.”
ARTICLE IX
AMENDMENT PROCEDURES
Section 9.0
These
By-laws, and/or any part thereof, may be altered, amended, or repealed and
new By-laws may be adopted by a two-thirds (2/3) majority of the Board
Members present at any Board meeting, provided that at least twenty-one
(21) days written notice is given of intention to amend these By-laws.
Written notice shall contain both the existing language, is any, and the
proposed language, if any, of the proposed amendment(s). Amendments so
enacted shall be submitted in written form to the general membership at
least twenty-one (21) days prior to the annual meeting of the
Corporation. General Members proposing to amend the By-laws shall provide
written notice to the Board of Directors of proposed amendment(s)
including existing language and language of the proposed amendments at
least forty-two (42) days prior to the annual meeting. Such amendments
proposed by general members may be reviewed by the Board of Directors and
be approved, amended, or rejected using procedures described above. If
the member-initiated proposed change in the By-laws is not approved by the
Board of Directors, the original proposal shall be submitted to the
general membership prior to the annual meeting.
Failure to obtain ratification by a vote of two-thirds
(2/3) of the general membership present renders proposed amendment(s) null
and void, and the By-laws shall revert to the previously approved
language.
ARTICLE X
CONFLICT OF INTEREST
Section
10.0
Whenever
a director or officer has a financial or personal interest in any matter
coming before the board of directors, the affected person shall a) fully
disclose the nature of the interest and b) withdraw from discussion,
lobbying, and voting on the matter. Any transaction or vote involving a
potential conflict of interest shall be approved only when a majority of
disinterested directors determine that it is in the best interest of the
corporation to do so. The minutes of meetings at which such votes are
taken shall record such disclosure, abstention and rationale for approval.
ARTICLE XI
DISCLAIMER/DISSOLUTION
Section 11.0
This organization is organized exclusively for religious, charitable or
educational purposes within the meaning of section 501 (c) (3) of the
Internal Revenue Code.
Notwithstanding any other provision of these Articles, the organization
shall not carry on any other activities not permitted to be carried on
by an organization exempt from Federal income tax as an organization
described in section 501 (c) (3) of the Internal Revenue Code (or
corresponding section of any future federal tax code).
However, if the named recipient is not then in existence or is no longer
a qualified distributee, or unwilling or unable to accept the
distribution, then the assets of this organization shall be distributed
to a fund, foundation, or organization which is organized and operated
exclusively for the purposes specified in section 501(c) (3) of the
Internal Revenue Code.
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