Bylaws of Reading- West Windsor Aging in Place, Inc.

Incorporated as a Vermont Domestic Non-profit Corporation on June 22, 2020

EIN (issued on July 2, 2020):  85-1725433

 Article 1.  Name

The name of the Corporation shall be Reading-West Windsor Aging in Place, Inc.

Article 2.  Purpose

The purpose of the Corporation, as described in the Mission Statement, is as follows:   “Reading-West Windsor Aging in Place, Inc. supports residents seeking to remain in their homes as they age.  We promote awareness of existing services, strive to connect local volunteers of all ages eager to help their aging neighbors, and seek to strengthen intergenerational bonds within the community.”  The Corporation may also conduct any other activity that is legal in the state of Vermont.

Article 3.  Office

The registered office of Reading-West Windsor Aging in Place, Inc. is 3623 VT Route 106, Reading, VT  05062 .  The board members may be contacted at P.O. Box 2, Brownsville, VT 05037.   The registered agent can be contacted at this mailing address also.

Article 4.  Board of Directors

Section 1.  Powers:  Subject to the provisions of the laws of this state, the business and affairs of the Corporation shall be managed by the Board of Directors and all corporate powers shall be exercised by or under the direction of the Board of Directors.

              Section 2.  Duties: It shall be the duty of the directors to – (a.) Perform any and all duties imposed on them collectively or individually by law, by the Articles of Incorporation, or by these Bylaws; (b.) Appoint and remove, employ and discharge, and, except as otherwise provided in these Bylaws, prescribe the duties and fix the compensation, if any, of all officers and agents of the Corporation; (c.) Supervise and evaluate the job performance of all officers and agents of the Corporation to assure that their duties are performed properly; (d.) Approve the annual operating plans and budgets of the Corporation; (e.) Set policy for the Corporation; (f.) Meet at such times and places as required by these Bylaws.

Section 3.  Number, Tenure, and Compensation:  The Board of Directors, which shall consist of between 4 to 7 members, shall be elected by the Board of Directors at the October meeting and shall serve for a three-year term.  Board members may serve for two (2) consecutive terms.  After one year’s absence, former members are again eligible for re-election to the board. 

An exception to the three year term outlined above is the initial term of the first elected Vice-chair and Treasurer which will be a four year term in order to establish the staggered election of officers as outlined in Article 5, Section 3 of these bylaws.

The board may include non-voting  Ex-Officio members in addition to its elected Directors.

Section 4.  Regular Meetings:  The Board of Directors may provide by resolution the time and place for holding regular quarterly meetings, including the October meeting, without other notice than such resolution.  The October meeting will be considered an Annual Meeting.  The purpose of the annual meeting shall be to elect Directors and Officers of the Corporation, approve the budget for the coming year, receive the Annual Report, and to transact any other business as may properly come before the meeting

Section 5.  Special Meetings:  Special meetings may be called by the Chair or at the request of any three Directors at a time and place designated by the person or persons calling the meeting.  Notice of such a meeting must be announced to all Directors, by email, telephone or in person, at least 48 hours prior to such meeting.

Section 6.  Quorum:  A simple majority of the voting members of the Board of Directors shall be considered a quorum for the transaction of business.   Directors may participate by telephone or by an on-line video conferencing application (such as Zoom), provided that all Directors can hear one another, and such participation shall constitute presence at the meeting.

 Any motion, approved by a majority of the Board members present, shall be considered approved by the board of Directors as a whole.  If at any time the board consists of an even number of members and a vote results in a tie, then the vote of the Chair of the board shall be the deciding vote.

Any action required or permitted to be taken at a meeting of the Directors may be taken without a meeting if consents in writing, setting forth the action so taken, shall be signed by a majority of the voting members of the Board of Directors and filed by the Secretary with the minutes of the meetings of the Board. The consents may be executed in any number of forms including electronic mail, all of which when taken together shall constitute a single original consent.

              Section 7. Attendance: Board members are expected to attend all regular and special meetings. Board members failing to attend three consecutive meetings will be removed at the discretion of the Board.

               Section 8.  Removal and Resignation:  Any Director may be removed by a two-thirds vote of the Board of Directors whenever in its judgment the best interests of the Corporation will be served thereby.   Any Director may resign at any time by giving written notice to the Chair or Secretary of the Corporation. Any such resignation shall take effect at the date of receipt of such notice, or at any later date specified therein, and unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

               Section 9. Vacancies:   Any vacancy occurring in the Board of Directors may be filled by the affirmative vote of a majority of the remaining Directors, even if less than a quorum.  The newly elected Director shall fill out the remaining term of the vacancy.

               Section 10.  Leave of Absence:  At a Director’s written or verbal request to the Chair of the Board, followed by motion of the Chair supported by a vote of a quorum of the remaining voting members of the Board, a Director may be granted a leave of absence for a period not to exceed six (6) months. After that period, the Director may either resume active status or resign. 

                  Section 11.  Committees: The Corporation shall have such committees as may from time to time be designated by resolution of the Board of Directors. These committees may include persons who are not also members of the board and shall act in an advisory capacity to the board.

Section 12.  Rules:  Meetings of the Board of Directors shall be governed by Robert’s Rules of Order. Draft minutes shall be kept of all meetings (including of Board committees, if any), and shall be distributed by the Secretary to all Directors within one week after the meeting and shall be reviewed, edited as necessary, and approved at the following meetings for retention in the permanent records of the organization.

              Section 13.  Conflict of Interest:  The Reading-West Windsor Aging in Place, Inc. shall adopt, implement, and enforce and annually (as necessary) review policies and procedures governing conflicts of interest and pecuniary benefits transactions.

Article 5.  Officers

Section 1. Number:  The officers of the Corporation shall be a Chair, Vice-Chair, Secretary, and Treasurer, each of whom shall be elected by the Board of Directors.  
        Section 2.  Duties:  

 The Chair shall preside at all meetings of the Board,  shall prepare meeting agendas, ensure timely meeting notices are sent, and ensure that meeting minutes are distributed to the Directors in a timely fashion, and shall perform such other duties as the Directors, from time to time, may designate.

The Vice-Chair shall act as an aid to the Chair, and assume all duties of any other officer in the absence or inability of that officer to serve until such time as either the officer resumes active service or the Board designates a replacement.

The Secretary shall be responsible for filing with proper officials all documents required by law to be filed by the Corporation; shall take, distribute, and file minutes of all meetings;   shall receive, distribute, and file copies of all mail received;  shall ensure that gifts are promptly acknowledged;  and shall perform such other duties as the Board may from time to time designate.

The Treasurer shall have custody of all the Corporate funds, shall keep a full and accurate account of the receipts and disbursements in the books of the Corporation, and shall present a summary statement of said account at each quarterly meeting of the Board;  shall also deposit money and other valuable property in the name and credit of the Corporation in such depositories as may be designated by the Board; shall disburse the funds of the Corporation in such a manner as shall be ordered by the Board;  shall render to the President and to the Directors at their annual meeting, or whenever they require it, a full account of all transactions and of the financial conditions of the Corporation; and shall also perform such other duties as the Board may from time to time designate.

Reading West-Windsor Aging in Place, Inc. will maintain a Financial Policy governing its banking, accounting and budgeting procedures, including required practices for mail processing, donor relations and the maintenance of records.

n the event that an officer is unable to carry out a specific duty assigned to that position, the Board may vote to designate another Board member to carry out that duty until the next annual meeting .

Section 3.  Election and Term of Office:  The Officers of the Corporation shall be elected by the Board of Directors at the October meeting for a three-year term.  An exception to this is that the initial terms of the Vice-Chair and Treasurer will be a four year term in order to achieve the Chair and Secretary ‘s terms coming due on an alternate year to the terms of the Vice-Chair and Treasurer.

 In the event that an Officer resigns, the board must appoint an interim occupant Officer who will serve until the next annual meeting.

Section 4.  Removal of Officers:  Any officer may be removed by the Board of Directors when, it its judgment, the best interests of the Corporation would be served.  Such removal shall be without prejudice.  Removal of an officer shall need a two-thirds vote of the Board.  Board members are expected to attend all meetings if possible.

Article 6.  Contracts, Loans, Checks, Deposits, and Gifts

Section 1.  Contracts:  The Board of Directors must authorize any contract  entered into in the name of and on behalf of the Corporation.

Section 2.  Loans:  No loans shall be contracted on behalf of the Corporation and no evidences of indebtedness shall be issued in its name unless authorized by a resolution of the Board of Directors.  Such authority may be general or confined to specific instances.

Section 3.  Checks, Drafts, or Orders:  All checks, drafts, or other orders for the payment of money, notes, or other evidences of indebtedness shall be signed by such officer or officers, agent or agents of the Corporation and in such manner as from time to time shall be determined by resolution of the Board of Directors in its financial policies.

Section 4.  Deposits:  All funds of the Corporation shall be deposited promptly to the credit of the Corporation in such banks, trust companies, or other depositories as the Board of Directors shall select.

         Section 5.  Gifts:   The Board of Directors may accept on behalf of the Corporation any contribution, gift, or bequest for the nonprofit purposes of this Corporation.

Article 7.  Fiscal Year

The fiscal year of the Corporation shall be January 1 to December 31.

Article 8.  Amendments

These bylaws may be altered, amended, repealed, and new bylaws may be adopted by the Board of Directors at any regular or special meeting of the Board, upon 60 days prior notice.

Article 9.  Books and Records

The Corporation shall keep correct and complete books and records of account and shall also keep minutes of the proceedings of its Board of Directors and committees having and exercising any of the authority of the Board of Directors.  Such books, accounts and records shall be open to viewing by any member of the public upon written request to the Board of Directors.

Article 10.  Dissolution or Sale of Assets

A two-thirds vote of the Board of Directors shall be required to sell or mortgage assets of the Corporation not in the regular course of business or to dissolve the Corporation.  Upon dissolution of the Corporation, any assets remaining after payment of or provision for its debts and liabilities shall, consistent with the purposes of the organization, be paid over to charitable organizations exempt under the provisions of Section 501(c)(3) of the U.S. Internal Revenue Code or corresponding provisions of subsequently enacted Federal Law.  No part of the net assets or net earnings of the Corporation shall inure to the benefit of or be paid or distributed to an officer, director, employee, or donor of the organization.

The bylaws of Reading-West Windsor Aging in Place, Inc. were approved by a vote of the Board of Directors on Sept. 17, 2020.