BYLAWS OF MARC, INC.
ARTICLE I. NAME
The name of this organization shall be MARC, Inc.
ARTICLE II. PURPOSE
MARC shall develop and maintain an organization that:
Promotes the increased implementation of preventive strategies which significantly reduce the occurrence, the progression, and the disabling effects of developmental and intellectual disabilities.
Serves as a major resource to assist families of persons with developmental and intellectual disabilities throughout the person’s life span.
Fosters the development of programs that will benefit persons with developmental and intellectual disabilities of all ages.
Ensures that all persons with developmental and intellectual disabilities [regardless of age, degree of disability, socio-economic situation, and/or ability to pay] benefits from a complete range of high quality services which help them reach their maximum developmental potential and lead as normal a life as possible.
Strives to ensure that persons with developmental and intellectual disabilities are accepted by the public as fully participating members of society and live in conditions most conducive to their optimum level of development.
Advocates for the rights and interests of persons with developmental and intellectual disabilities and their families.
Is committed to assisting individuals with developmental and intellectual disabilities in securing competitive employment within the community or organization and will ensure that commensurate wages are paid.
MARC shall be nonpolitical, shall not support any political party or candidate for public office, and shall take no position on matters of governmental policy other than those relevant to its purpose.
MARC shall not, directly or indirectly, participate or intervene [in any way, including the publishing and distribution of statements] in any political campaign on behalf of or in opposition to any candidate for public office.
MARC is a nonprofit, nonsectarian corporation, and no part of the net earnings, contributions or other property shall inure to the benefit of any member. No officer or director shall be remunerated for his/her services as an officer or director except for the reimbursement of out-of-pocket expenses.
ARTICLE III. CORE VALUES
MARC emphasizes that individuals with developmental and intellectual disabilities are people first. Accordingly, we embrace the following principles:
Safety- MARC acknowledges client and staff safety as the foremost priority.
Dignity-MARC acknowledges client rights and their ability as decision-makers.
Innovation-MARC provides a quality of life that is progressive among service providers.
Service Excellence-MARC provides exceptional services and dependable support for clients and their families.
Appreciation-MARC values the inherent uniqueness, worth and contributions of everyone in the MARC family.
ARTICLE IV. FISCAL YEAR
MARC’s fiscal year shall be July 1 – June 30.
ARTICLE V. MEETINGS
Meetings shall be scheduled by the Board of Directors. Directors and interested parties shall be notified in writing in advance of all meetings. Failure of any member to receive notice of any meeting shall not invalidate the meeting or any action taken thereat.
A general meeting of the Directors and interested parties shall be held in November/December and designated as the Annual Meeting.
Special meetings may be called by the President or on written application of five (5) members made to the Secretary who shall mail notices to all members not less than ten (10) days prior to the meeting stating the purpose of the meeting. No other business may be transacted at a special meeting.
ARTICLE VI. GOVERNING BODY
The MARC Board of Directors shall be comprised of not less than sixteen (16) or more than twenty-four (24) members and elected by the membership at the Annual Meeting.
No MARC employee may be a member of the MARC Board of Directors.
Directors shall be elected at the Annual Meeting to serve for two (2) full years with approximately one-third (1/3) of the Directors being elected each year, up to a maximum of eight (8) members.
Newly elected officers shall take office at the first meeting in January of the following year.
All terms shall expire at the end of December in the final year of the term.
A Director is eligible to serve only three (3) consecutive terms.
At the time of election, and throughout the term of office, each member of the Board of Directors shall be a member in good standing of MARC.
The Board of Directors shall employ an Executive Director who shall be the general manager and fiscal agent responsible for administration of MARC’s programs, finances and personnel within the framework of the policies, principles and procedures established by the Board of Directors.
ARTICLE VII. OFFICERS
The Officers shall be President, Vice President, Secretary, Treasurer, and Immediate Past President (if he/she desires to remain on the Board of Directors following his/her term of office as President).
Section 2. – Duties of Officers
The President shall:
Preside at all meetings of the MARC Board of Directors.
Serves as an ex-officio member of all committees.
Appoint Special and/or Ad Hoc Committees as required.
Perform the duties customarily associated with the office of President.
Signatory authority for certain legal documents and on MARC financial accounts.
Serve as Chair of the Executive Committee.
The Vice President shall:
Succeed to the Presidency in case of a vacancy in that office
Perform the duties customarily associated with the office of Vice President.
Perform the duties of the President in his/her absence or inability to serve.
Undertake such other responsibilities as the President may assign
Signatory authority on certain legal documents for MARC.
Serves as Chair of the Personnel committee
The Secretary shall:
Ensure that proceedings of all meetings of the Board of Directors are recorded and maintained.
Perform the duties customarily associated with the office of Secretary.
Signatory authority for certain legal documents for MARC.
Serve as Chair of the Nominating Committee.
The Treasurer shall:
Ensure that MARC maintains a complete and accurate account of all funds received and disbursed.
Present financial reports to the Board and general membership.
Perform the duties customarily associated with the office of Treasurer.
Signatory authority for certain legal documents and on MARC financial accounts.
Serve as Chair of the Finance Committee.
The Immediate Past President shall:
Serve as a member of the Executive Committee
Serve as a member of the Board for one year following his/her term as President
Function as an advisor to the new President and Board by providing information about the ongoing functions of MARC and its committees and assisting in the transition from one set of officers and directors to another.
ARTICLE VIII. CONDUCT OF BUSINESS
Robert’s Rules of Order, Revised, shall govern the conduct of business at meetings of the Membership and the Board of Directors.
ARTICLE IX. TERMS OF OFFICE
Directors shall serve a term of two (2) years beginning January 1 following their election. No person may serve for more than three (3) consecutive terms.
Officers shall serve for a term of one (1) year beginning January 1 following their election. No person may be elected to the same position for more than two (2) consecutive terms. In the event it should become necessary to ensure continuity leadership of the Board of Directors, an individual could, by a vote of a two-thirds (2/3) majority, be elected for an additional year to an office, not to exceed three (3) consecutive terms.
No person may serve on the Board of Directors for more than six (6) consecutive years except in the capacity of Immediate Past President. The position of Immediate Past President a capacity of honor. The Immediate Past President shall serve a term of two years without regard to the limited number of years of allowable Board membership.
At least one (1) year must lapse before a person can be reconsidered for Board membership.
All vacancies in the elective offices, except that of President, shall be filled for unexpired terms by persons appointed by the President with the approval of a majority of the Board of Directors present and voting on the question.
ARTICLE X. ELECTION OF BOARD OF DIRECTORS
The Nominating Committee shall report a slate of Officers and Directors for the forthcoming year to the Board of Directors at its October meeting and to the interested parties for election at the MARC Annual Meeting in November/December. All nominees shall be in good standing who have given consent to the nomination.
Officers and Directors shall be elected by a majority of those attending and voting at the Annual Meeting.
ARTICLE XI. COMMITTEES
Standing Committees of the Board shall be:
Standing Committees of the Board shall be prescribed by Sections 1(a) – 1(e) below.
Section 1(a)- Executive Committee
The Executive Committee shall be comprised of the Officers of the Board of Directors and chaired by the President. The Executive Committee shall act for MARC in matters requiring immediate attention. The actions of the Executive Committee shall be submitted to the Board for ratification at its next meeting.
Section 1(b) – Nominating Committee
The Nominating Committee is chartered to “carry the mission” and energize the remainder of the board to do so as well. They develop and update board members responsibilities. They strive for a diverse and representative board. They identify potential board members, recruit new board members, and prepare a slate of officers, board and committees. This committee conducts board orientation sessions for new members. With the board chair, they evaluate individual board members commitment, support and participation in governance duties. This committee is the enforcement arm in regard to member compliance with established member expectations. The committee should provide training opportunities for the board on a variety of governance topics.
Section 1(c) - Finance Committee
This committee oversees expenditures. They provide the Executive Director with expenditure power within the budget. This committee reviews and makes recommendations to the organizational budget and brings it to the board well before the start of a new fiscal year. They assure internal controls are in place and oversee compliance. This committee ensures the preparation of the Form 990. On at least a quarterly basis, the committee will produce a statement of financial position, a statement of activities and budget variance. The Finance committee recognizes the importance of an independent audit committee.
Section 1(d) – Personnel Committee
This committee is responsible for reviewing and updating the MARC Employee Policies, reviewing additions, deletions, and changes to the Policy and Procedure manual, serving as the grievance committee for employees, and reviewing employee benefits. The Committee shall create and review policy for volunteer management.
Each Board member shall serve on at least one committee of the Board.
Special Committees of the Board may be created by the President as necessary. Chairs of Special Committees of the Board shall be appointed by the President.
Ad Hoc Committees of the Board shall be appointed by the President as needed to address specific issues.
Terms of all committee members shall expire after the completion of the committee assignment or at the expiration of office of the appointing President.
ARTICLE XII. BOARD MEETINGS
Meetings of the MARC Board of Directors shall be held regularly on a schedule determined by the Board of Directors. The Annual Meeting in November/December shall serve as the monthly meeting of the Board. Board members shall be notified in writing in advance of all meetings. Failure of any member to receive notice of any meeting shall not invalidate the meeting or any action taken thereat.
Section 1(a)- Board Member Contact Information
MARC Board of Directors are responsible for providing MARC staff with current contact information in order to facility proper meeting notification.
Board of Directors’ meetings shall be held monthly unless otherwise notified.
Any MARC member shall have the right to attend and speak at Board meetings. The Board, however, reserves the right to hold closed executive sessions as the President deems necessary.
A quorum shall consist of a simple majority of the elected Board of Directors.
The right to vote at Board meetings shall be limited to Board members present. Electronic meetings, polling and/or voting via phone teleconference, e-mail, desktop video, etc., can be scheduled by the President as the need arises.
Special Board meetings may be called by the President or Secretary upon the written request of three (3) Board members.
ARTICLE XIII: INDEMNIFICATION
Officers, directors, employees, and agents of MARC should be indemnified for any costs, expenses or liabilities necessarily incurred in connection with the defense of any action, suit or proceeding in which they are made a party by reason of being or having been a member serving in an elected or appointed capacity. No member or employee shall be indemnified when judged in the action or suit to be liable for negligence or misconduct in the performance of duty.
ARTICLE XIV: DISSOLUTION
In the event of the dissolution of MARC, all property and assets shall go to a local nonprofit organization as described in the Internal Revenue Code under the provisions of Section 501©(3). Under no circumstances shall any of the property and assets of MARC, during the existence and/or upon the dissolution thereof, go and be distributed to any officer, member, employee or subsidiary of MARC.
ARTICLE XV: AMENDMENTS TO THE BYLAWS
These Bylaws may be amended with the approval of two-thirds (2/3) of the members present and voting at a regular or special meeting of the Board of Directors and interested parties.
Amendments may be proposed in writing to the Board of Directors. At its next regularly scheduled meeting or a special meeting called for the purpose of amending the Bylaws, the Board of Directors shall review and approve the proposed amendment(s) and, by resolution, shall recommend adoption, rejection, or alteration, with reasons therefore to interested parties. Notice of amendment(s) will be made to interested parties at least ten (10) days before the next Annual Meeting or special meeting called for the purpose of amending the Bylaws and shall be voted upon at that meeting. All amendments to these Bylaws must be approved by the MARC Board of Directors and interested parties.
Any amendments, alterations, changes, additions or deletions from these Bylaws shall be consistent with the laws of Texas which define, limit or regulate the powers of this corporation or the Directors of this corporation.