C-CORE INC.

C-CORE Board of Directors

 

This governing board will be legally charged with the direct control and operation of the agency or organization. This could be called the administrative or policy making board. The final authority on all matters affecting the agency rests with the governing board. It alone is legally responsible for the agency’s business. The board is responsible for a wide range of functions which cover policies, as well as program and organizational matters. Specific functions and responsibilities will vary according to the nature and mission of the specific organization. Certain basic responsibilities for this governing board will include:

• Establishing policies

• Ensuring that established policies are adhered to

• Approving budges and expenditures

• Setting goals

• Sponsoring programs

• Developing strategic plans

• Assuring those strategic plans are followed

• Authorizing and ensuring proper audits

• Assuring the quality and control of the chief executive

 

This board will include other important functions in establishing policies. These are:

1. Reviewing and revising policy

2. Approving the financial plan or budget

3. Caring for the organization’s property and funds

4. Assuring the proper conduct of all the agency’s business

5. Raising funds

6. Reviewing the agency’s program in light of the changing time

7. Enforcing compliances with conditions of grants

 

All members of this organization, those who serve on the board of directors, advisory board, and the community board, staff must work closely together to maximize the organization’s potential.

 

This board of directors exists to provide and serve and organize around four major functions:

• Program service

• Resource development

• Fiscal management

• Personal development and supervision

 

This board will not get involved in the strategies and program delivery detail except in the area of fund raising and other resource development activities.

Strategies for management of program and staff are the responsibility of staff for this board to be effective much of their work is done through committees. 

When the committee meets and thoroughly considers the matter before it, it makes recommendation(s) to the board of directors.

The board accepts or rejects the recommendation based on its determination of how beneficial the recommendations are to the delivery of the organization’s services.

 

Meetings of Board of Directors

• Regular meetings. The Board of Directors may provide, by resolution, the time and place, either within or without the State of North Carolina, for the holding of additional regular meetings.

• Special meetings. Special meetings of the Board of Directors may be called by or at the request of the chairman of the board, if any, or by one-third of the board members. Such a meeting may be held either within or without the State of North Carolina, as fixed by the person or persons calling the meeting.

• Notice of Meetings. Regular meeting of the Board of Directors shall be held at a time and place designed by the chairman. The person or persons calling a special meeting of the Board of Directors shall, at least two days before the meeting, give or cause to be given written notice thereof by any usual means of communication. Such notice need not specify the purpose for which the meeting is called. Any duly convened regular or special meeting may be adjourned by the directors to a later time without further notice.

• Waiver of Notice. Any director may waive notice of any meeting before or after the meeting. The waiver must be in writing, signed by the director entitled to the notice, and delivered to the corporation for inclusion in the minutes or filing with the corporate records. A director’s attendance at or participation in a meeting waives any required notice of such meeting unless the director at the beginning of the meeting, or promptly upon arrival, objects to holding the meeting or to transacting business at the meeting and does not thereafter vote for or assent to action taken at the meeting.

• Quorum. Unless the articles of incorporation or these bylaws provide otherwise, forty percent (40%) of the members present at any properly announced meeting shall constitute a quorum for the transaction of business and the passing of any motions.

• Manner of Acting. Excepts as otherwise provided in the articles of incorporation or these bylaws including Section 9 of this Article VI, the affirmative vote of a majority of the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors.

• Presumption of Assent. A director who is present at a meeting of the Board of Directors or a committee of the Board of Directors when corporate action is taken is deemed to have assented to the action taken unless (a) he objects at the beginning of the meeting or (b) his dissent or abstention from the action taken is entered in the minutes of the meeting, or (c) he files his written notice of his dissent or abstention with the presiding officer of the meeting before its adjournment or with the corporation immediately after the adjournment of the meeting. Such right of dissent or abstention is not available to a director who votes in favor of the action taken.

• Action without a meeting. Action required or permitted to be taken at a meeting of the Board of Directors may be taken without a meeting if the action is taken by a majority of the board before or after such action, describing the action taken and included in the minutes or filed with the corporate records.

• Committees of the Board. The Board of Directors may create an Executive Committee and other committees of the board and appoint members of the Board of Directors to serve on them. The creation of a committee of the board and appointment of members to it must be approved by the chairman. The board may create committees as needed, such as fundraising, housing, public relations, data collection, etc. The provisions in these bylaws governing meetings, action without meetings, notice and waiver of notice, quorum and voting requirements of the Board of Directors apply to committees of the board established under this section.

 

Officers

• Officers of the Corporation. The executive officers of the corporation shall consist of a Chairman, Co-chairman, a Secretary, a Treasure, a Data Technician and such Assistant Secretaries, Assistant Treasures, and other officers as may from time to time be appointed by or under the authority of the Board of Directors. Any two or more officers may be help by the same person, but no officer may act in more than once capacity where action of two or more officer is required.

• Appointment and Term. When a vacancy occurs on the Board of directors it may be filled first by the senior member of the trustee board or a volunteer from the community that has been elected to the board. Current directors shall be elected or re-elected by the members at the fourth quarterly meeting. Directors will be elected by a simple majority of member present at the fourth quarterly meeting. All board members shall serve two-year terms, but are eligible for re-election for up to five (5) consecutive terms.

• Compensation of Executive Officers. The board shall receive no compensation other than for reasonable expenses. The appointment of an officer does not itself create contractual rights. In no event shall any officer receive compensation which would subject the corporation to tax under Section 4941 of the Code or in violation of the corporation’s policy regarding conflicts of interest.

• Removal. A board member may be removed by a three-fourths vote of the remaining board members. Any officer may be removed by the board at any time with cause; but such removal shall not itself affect the officer’s contractual rights, if any with the corporation.

• Resignation. Resignation from the board must be in written and received by the secretary. A resignation is effective, when specified, upon stated effective date. If a resignation is made effective at a later date than is accepted by the corporation, the Board of Directors may fill the pending vacancy before the effective date if the board provides that the successor does not take office until the effective date. An officer’s resignation does affect the corporation’s contractual rights, if any, with the officer.

• Chairman. The chairman shall convene regularly scheduled board meetings, shall preside or arrange for other members of the Executive Committee to preside at each meeting in the following order: co-chairman, secretary, and treasure. He may sign any contracts or other instrument which the Board of Directors has authorized to be executed, excepts in cases where the signing and execution thereof shall be expressly delegated by the Board of Directors or by these bylaws to some other officer or agent of the corporation, or shall be required by law to be otherwise signed or executed. He shall perform all duties as may be prescribed by the Board of Directors from time to time.

• Co-Chairman. The co-chairman shall preside over committees on special subjects as designated by the board. In the absence of the chairman or in the event of his death, inability or refusal to act, the co-chairman in the order of their length of services as such, unless otherwise determined by the Board of Directors, shall perform the duties of the chairman, and when so acting shall have all the powers of and be subject to all the restrictions upon the chairman. Any co-chairman shall perform such other duties as from time to time may be prescribed by the chairman or Board of Directors.

• Secretary. The secretary shall: (a) be responsible for keeping records of board actions, (b) oversee the taking of minutes at all board meetings (c) send out all meeting announcements, (d) distribute copies of the meetings and agenda to each board member, (e) assure all corporate records are maintained. The secretary will, in general, perform all duties incident to the officer of secretary and such other duties as from time to time may be prescribed by the chairman or by the Board of Directors.

• Assistant Secretaries. In the absence of the secretary or in the event of his death, inability or refusal to act, the assistant secretaries in the order of their length of service as assistant secretary, unless otherwise determined by the Board of Directors, shall perform the duties of the Secretary, and when so acting shall have all the powers of and be subject to all the restrictions upon secretary. They shall perform such other duties as may be prescribed by the secretary, by the chairman, or by the Board of Directors.

• Treasure. The treasure shall make a report at each meeting. The treasure shall chair the finance committee, assist in the preparation of the budget, help develop fundraising plans, and make financial information available to board member and to the public. The treasure shall maintain appropriate records as required by law and in general perform all the duties incident to the officer of treasure and such other duties as from time to time may be prescribed by the chairman or by the Board of Directors.

• Assistant Treasures. In the absence of the treasure or in the event of his death, inability or refusal to act, the assistant treasures in the order of their length of service as such, unless otherwise determined by the Board of Directors, shall perform the duties of the treasure, and when so acting shall have all the powers of and be subject to all the restrictions upon the treasure. They shall perform such other duties as may be prescribed by the treasure, by the chairman, or by the Board of Directors.

• Executive Director. The Executive Director is appointed by the Board of Directors, has day to day responsibilities for the organization, including carrying out the organization’s goals and policies. The Executive Director shall attend all board meetings, report on the progress of the organization, answer question of the board members and carry out the duties as assigned by the board.