EDWARD KING HOUSE SENIOR CENTER, INC.
35 King Street
Newport, Rhode Island 02840
The Edward King House Senior Center, Inc. (hereinafter The Edward King House) is a non-profit service organization committed to serving the 50+ population of Newport County as a hub for resources and opportunities that support adult learning, independent living and an enriched quality of life. The Edward King House is on the National Historic Register.
The Edward King House forms collaborations and partnerships that encourage a life of self-direction, empowerment, enrichment and energy for the 50+ population. The King House builds a welcoming environment that values and respects every member of our community regardless of age, ability, culture, race, ethnicity, gender, sexual orientation and socio-economic background.
At the Edward King House, We:
–Encourage participants to strive for continued growth in an enriching setting;
–Discover new relationships and experiences that foster a sense of achievement and well being;
–Respond to the current and future needs and interests of the community, and;
–Provide access to resources, information and assistance for individuals and their support systems.
BY-LAWS of the EDWARD KING HOUSE SENIOR CENTER, INC.
Section 1. Name
The name of this non-profit civic organization is the Edward King House Senior Center, Inc.
Section 2. Principal Office
The principal office shall be located at the Edward King House Senior Center, Inc, 35 King Street in Aquidneck Park in the City of Newport, Rhode Island, or such other location as the Board of Directors may establish.
Section 3. Fiscal Year
The fiscal year shall begin the 1st day of July each year and end on the 30th day of June the following year.
Section 1. Purpose
The Edward King House Senior Center was organized and operates exclusively for charitable and educational purposes. The center was formed to serve the recreational, intellectual, social, physical, and health needs of senior citizens, primarily age 50 and over, on Aquidneck Island (Rhode Island). It has established a service center to provide information, referral, and counseling services relating to health care, housing, education, finances, and employment. Moreover, the center provides recreational/social/cognitive activities uniquely suited to the needs of the senior population. Membership in the organization is not necessary in order to obtain services or participate in its activities.
Section 2. Membership
Membership is open to men and women 50 years of age and over, regardless of race, color or creed.
Section 3. Dues
An annual membership fee shall be set by the Board.
ARTICLE III: BOARD OF DIRECTORS
Section 1. Duties
The Board of Directors shall be the governing body of the organization and shall:
Manage business and properties of the Corporation;
Make decisions on overall policies that govern the scope and content of the Corporation to reach its goal;
Approve sound personnel policies and see that they are revised whenever necessary;
Appoint and employ the Executive Director;
Establish, approve, and control the Corporation’s budget and financial plan;
See that adequate funds are available to carry on progressive corporation programs and sound corporation-community relations;
Help develop community understanding of Corporation programs and sound Corporation-community relationships; and
Represent the Corporation in community affairs.
Each board member shall be on at least one committee.
Section 2. Size
The Board of Directors shall consist of not less than 11 or more than 19 members.
Section 3. Membership
The membership of the Board of Directors shall include at least one member of the Newport City Council, to be selected by the Mayor. Said City Council member(s) shall not be included in any calculations involving determination of a meeting quorum. The membership of the Board of Directors shall also include other persons representative of various segments of the community whose interest and skills are deemed to be of value to the organization.
Section 4. Election
At any time, any member of the Board may move to nominate additional persons to the board. Upon an interview with the Nominating Committee, the nominee will be presented to the full board for approval.
All board members are subject to approval by the general membership of the Edward King House Senior Center. All board members will serve a minimum of three years and no more than a maximum term of six years. The term shall be staggered so that in any one year, one-third of the board will be elected. Members may only serve two consecutive three-year terms. Upon the expiration of the second term, a member shall be ineligible for membership for a period of two years. Any member of the organization may present the name of a person to the Nominating Committee for consideration. At the Annual Meeting, the Nominating Committee shall nominate a slate of candidates for membership to the Board equal in number to the number of expiring terms.
Section 5. Meetings
The Board of Directors shall meet at the call of the President. There shall be no less than six regular meetings per year.
The President or not less than five members may call special meetings. The President shall determine the time and place of such special meetings. The President and Secretary shall make all reasonable attempts to notify all members of the Board of said meetings at least twenty-four hours prior to any such meeting. In the event the President receives a written request as aforesaid, said meeting shall be called by the President within forty-eight hours of receipt of said request. All special meetings must take place in the City of Newport.
Section 6. Annual Meeting
There shall be an Annual Meeting in June on a date set by the Board of Directors for the purpose of electing officers and receiving reports of the President, Executive Director, Treasurer, and Chairpersons of each Standing Committee and also to transact any other business brought before it.
Section 7. Quorum
A majority of the Board, excluding any official representative of the Newport City Council, shall constitute a quorum at any Board meeting. No vote may be taken unless a quorum is present. All actions taken by the Board shall be by majority vote unless otherwise provided.
Section 8. Notice of Meetings
Notice of all meetings, except for special meetings, of the Board of Directors shall be given by the Executive Director not less than one week prior to said meeting.
Section 9. Attendance
Any member of the Board of Directors who is absent without sufficient cause from three (3) consecutive meetings of the Board may be deemed to have resigned from the Board. A member may be excused from attendance for cause provided said member has requested excusal from an Officer prior to a meeting.
ARTICLE IV: OFFICERS
Section 1. Officers
The officers of the Board of Directors shall be as follows: President, Vice-President, Secretary, and Treasurer.
Section 2. Term of Office
The President and Vice-President shall be elected by the Board of Directors for a term of two years and shall serve until their successors have been chosen. The Vice-President shall automatically assume the office of President. The President and Vice-President are limited to serving one term in each office. The Secretary and Treasurer shall serve a two-year term and may succeed themselves.
Section 3. Duties
President. The President of the Board of Directors shall be responsible for the administration and performance of the objects and purposes of the corporation. The President will supervise the organization and affairs of the Corporation. The President shall preside at all meetings of the corporation. The President shall be an ex-officio member of all committees. The President shall, from time to time, make recommendations to the corporation for the purpose of promoting its usefulness and effectiveness.
Vice-President. In the absence of the President, the Vice-President shall perform the duties and functions of the President and serve in his or her place. The Vice-President shall have other duties as may be assigned to him or her by the Corporation.
Secretary. The Secretary shall perform the customary duties of the office, keeping records of the meetings of the Corporation and the Board of Directors. He/She shall also be responsible for keeping the membership roll and performing other duties as may be assigned. The minutes of each meeting shall be recorded and presented to the President for publication.
Treasurer. The Treasurer shall on a regular basis, monitor and review the accounts containing all funds and securities of the Corporation insuring that full and accurate records of receipts and disbursements are kept, also reviewing other records as needed to insure that all monies and other valuable effects’ remain in the name of and to the credit of the Corporation in such depositories, as may be designated by the Board of Directors. The Treasurer shall present a report at every meeting of the Board of Directors and at other times if requested by the President, and shall make a full report at the Annual Meeting.
ARTICLE V: COMMITTEES
Section 1. Standing Committees
There shall be standing committees as designated by the Board of Directors. These shall include:
Buildings and Grounds,
Marketing and Public Relations,
Nominating and Governance,
Programs and Membership.
Section 2. Other Committees
Other committees may be created by the Board of Directors as necessary. These committees shall be terminated upon the completion of their tasks or at the discretion of the Board of Directors.
Section 3. Appointment
The President, with the approval of the Board of Directors, shall annually appoint the chairman of each standing committee. The Chairman of each committee shall select members of the committee. Committee members, other than the Chairman, may include persons not members of the Board of Directors.
Section 4. Standing Committees
4. A. Buildings and Grounds Committee
The Building and Grounds Committee shall assure that the interior and exterior attributes of the Edward King House Senior Center remain repaired and appealing and continue to complete the detailed interior renovation plans. All these efforts should be completed in close coordination with the Executive Director and Treasurer (considering budgetary restraints, and operational issues) and with respectful input from the membership.
4. B. Finance Committee
The Treasurer shall serve as Chair of the Finance Committee. The responsibilities of the Finance Committee will be to schedule and oversee an annual CPA Review as well as the timely and accurate completion of the agreed upon monthly financial statements (e.g. Balance Sheet, Income Statement, and Statement of Cash Flows). Also, to prepare and/or coordinate the annual budgeting process so as to assure that revenues and expenditures take place in accordance with prudent finance management disciplines, as well as pre-established goals and objectives and oversee the prudent investment of funds in accordance with the Board’s investment policy. Further, per the Treasurer, to improve financial reporting, identify and recruit pro bono accounting task support services. Finally, to continue to provide input and support as needed for ongoing finance related questions and issues
4. C. Fund Raising Committee
This committee is to coordinate with the Finance and Marketing and Public Relations Committees to determine the need for fund raising efforts and is to plan and facilitate these events as deemed feasible and necessary. The Committee also is charged with coordinating/consulting periodically with the Director and Treasurer to determine if the current level of grant writing requires support and/or enhancement.
4. D. Marketing and Public Relations Committee
The Marketing and Public Relations Committee is charged with developing marketing plans and objectives that feature and promote the Center as a community resource and/or as a Wedding, Meeting, and/or Social Gathering destination of choice. The Committee shall complete an annual review of marketing materials and website content. The Committee will coordinate with the Program and Membership Committee in supporting the Executive Director’s work to bring in new members. Also, the Committee shall coordinate with the Fund Raising and/or Finance Committees in support of any and all appropriate efforts and shall assist in the Center’s efforts to develop and retain a core of volunteers to support the agency.
4. E. Nominating and Governance Committee
The Nominating and Governance Committee shall be charged with maintaining a “stable” of qualified candidates for directorship and with promoting candidates for approval and acceptance as seats become available. It will craft and facilitate the blending of the Governance Committee activities by continuing to provide expert consultations and by maintaining an up to date set of “By-Laws” for the Edward King House Senior Center (facilitating any changes to the document as needed and required). The Committee should include an attorney or others familiar with By-Laws development review.
4. F. Personnel Committee
The Personnel Committee shall oversee the employment policies and practices of the Corporation. In performance of its duties the Personnel Committee shall complete the annual review / performance appraisal for the Executive Director; shall see that the employee manual and job descriptions are kept up-to-date; and shall recommend to the full Board any changes to the existing employee benefits package (s) as needed, (e.g. Pensions/Retirement Savings, Salary Increases and Bonuses, Vacations, and/or other related matters).
4. G. Planning Committee
The Planning Committee shall be chaired by the Vice President to ensure continuity of the planning process and a forward-looking leadership. The Planning Committee is charged with planning and executing the desires of the Board and membership for Annual Planning and/or Long-Range Strategic Planning. For scheduling and planning for an Annual Retreat to review committee goals and objectives, to assess Strengths, Weaknesses, Opportunities and Threats, and to assess the organization’s financial / operational performance against a thoughtfully developed and carefully maintained Five-Year/ Long Range Plan. In addition, the Planning Committee shall give attention to the administration of any other appropriate exercise that highlights positive pathways/strategies, etc., which would enhance the center’s ability to serve its designated communities.
4. H. Program and Membership Committee
Working with the Marketing and Public Relations Committee, the Program and Membership Committee is to support the Executive Director in that person’s work to bring in new members. The Program and Membership Committee is also charged with supporting the Executive Director in that person’s annual review of the programs, classes, trips, etc., being sponsored by the Center to determine their adequacy to satisfy the current and future membership. This committee should be comprised of equal representation from both the board and the general membership.
ARTICLE VI: BUILDING
Section 1. Use of Building
The Board of Directors shall set the operating hours of the building.
Section 2. Applicability
All outside use of the building is prohibited unless approved by the Board of Directors.
Section 3. Rules
The Board may promulgate such rules and regulations pertaining to the operation of the building and surrounding properties, as it deems necessary.
In the event that the Corporation is dissolved, those assets which are held without other limit at the time of such dissolution may be turned over to other qualified non-profit organizations approved by a majority vote of the Corporation’s Board at the time of dissolution. For purposes of this section, “other qualified non-profit organizations” shall mean any 501(c)(3) corporation.
ARTICLE VIII: EXECUTIVE DIRECTOR
Section 1. Appointment
The Board of Directors shall appoint an Executive Director.
Section 2. Term of Office
The Executive Director shall serve at the pleasure of the Board of Directors. There shall be an annual performance appraisal conducted by the Personnel Committee.
Section 3. Duties
(1) The Executive Director shall be responsible for the maintenance and daily operation of the Center as defined by Job Description.
(2) The Board of Directors shall set other duties and responsibilities to be performed by the Executive Director, as the Board deems advisable.
ARTICLE IX: CONFLICT OF INTEREST
See attached policy.
ARTICLE IX: AMENDMENTS
The By-Laws may be amended by a two-third vote of the Board members (constituting a whole and not a quorum) provided that each Board member shall have been given a copy of any proposed Amendment at least one meeting prior to the meeting at which the proposed Amendment is to be considered.