BYLAWS
OF
OPPORTUNITIES UNLIMITED, INC.
ADOPTED – DECEMBER 5, 1974
REVISED – JUNE 25, 1996
REVISED – APRIL 24, 2007
REVISED – APRIL 28, 2009
NO REVISIONS – MAY 20, 2010
REVISED – JUNE 10, 2011
ARTICLE I
NAME
The name of the corporation shall be Opportunities Unlimited, Inc. and the corporation shall be located in the state of Idaho or other locations of its choosing.
ARTICLE II
PURPOSE
Opportunities Unlimited, Inc. operates as a private nonprofit corporation for the purpose of providing evaluation, training, employment, education, placement and support services to individuals with physical, emotional and developmental disabilities including those who are elderly, severely disabled and/or disadvantaged. These services are provided to increase their level of independent functioning, improve the quality of life and safety, vocational skills and earned income in order to decrease their reliance upon public and private support.
ARTICLE III
MANAGEMENT
SECTION I. MANAGEMENT
The management and control of the affairs of Opportunities Unlimited, Inc. shall be vested in and exercised by the board of directors consisting of not more than thirteen (13) nor less than nine (9) persons; except when vacancies temporarily reduce the board membership to less than nine (9). Under such circumstances the board can continue to function as normal until replacements to the board can be recruited and installed.
SECTION II. MEMBERSHIP
The names of prospective members shall be submitted to the board by the Personnel Committee. Prospective members must meet the following requirements:
A. Be of legal voting age.
B. Be able to devote time necessary to fulfill the duties and responsibilities of the position.
C. Not be employed by any funding agencies.
D. Not be employed by the corporation.
E. Possess expertise or skills beneficial to the operation of the corporation.
SECTION III. ELECTION OF MEMBERS
Candidates for board membership may be nominated by the personnel committee at any regular board meeting. New board members must be approved by a two-thirds (2/3) majority vote of a quorum of the board members in attendance at the board meeting at which the nomination is presented. When questions of a candidate’s qualification or suitability are raised by any board member, the matter shall be referred to the personnel committee for follow up and investigation. The personnel committee can renew their nomination of the candidate at the next board meeting. Otherwise, new board candidates may be elected at the same meeting they are nominated and become voting members immediately following their formal election.
SECTION IV. TERM OF MEMBERSHIP
Membership on the board shall be for three (3) year terms. One-third (1/3) of the board terms shall expire annually. If a position becomes vacant prior to the assigned expiration/election date, then a new member shall be elected to fill the unexpired term. Board members are permitted to serve additional elected terms of three years each. The additional terms of membership must be approved by a two-thirds (2/3) majority vote of a quorum of the board members in attendance at the meeting where the matter is brought for a vote.
SECTION V. ELECTION OF OFFICERS
At the regular meeting held in October, the board may elect officers of the corporation from a list of candidates submitted by the personnel committee; or the board as a whole may nominate and elect the positions of chairperson, vice-chairperson, secretary and treasurer. Their normal term of office shall be one year. Their term of office shall begin at the close of the meeting. No member shall hold more than one office at a time. There will be no restriction to prevent a member from being elected to serving consecutive terms in the same office.
SECTION VI. DUTIES OF OFFICERS
The duties of elected officers shall be those usually pertaining to their positions and shall include the following specific duties assigned to each office:
A. Chairperson of the Board
The chairperson shall call all meetings of the board and executive committee; preside over meetings of the board and executive committee; appoint chairpersons and members of all standing and special committees. The Chairperson shall do a formal annual written review of the President’s leadership in relation to his/her job duties.
B. Vice Chairperson of the Board
The vice chairperson will assist the chairperson in the discharge of his/her duties and will preside at the meetings of the board of directors or the executive committee in the absence of the chairperson of the board. Should circumstances prevent the chairperson from fulfilling his/her duties, the vice chairperson will assume the duties of the office of the chairperson of the board.
C. Treasurer
The treasurer shall review the books and records of financial transactions of the corporation. He/she shall review the annual report of the financial status of the corporation prepared for presentation at the annual meeting and such other reports regarding financial plans and results of operation. He/she shall have an annual audit prepared and delivered to the members of the board and the president by a certified public accountant selected by the board. The resulting audit report shall be open to review by any director upon request.
D. Secretary
The secretary shall be responsible for preparation and distribution of the minutes to all meetings of the board of directors and the executive committee. Likewise, he/she shall maintain a current list of board and committee members. Under the direction of the chairman he/she shall issue notice of meetings of the board of directors, and the executive committee. Also, he/she shall perform such other duties as may be required by these bylaws or assigned by the board of directors, the executive committee, or the chairperson.
SECTION VII. PRESIDENT
The president is the chief executive officer of the corporation and serves as the corporation’s official representative. He/she is directly responsible to the board of directors for the day to day operation of the corporation in accordance with policies established by the board and serves as an employee at will of the board. The president shall be paid at a reasonable rate determined by the board on an annual basis.
SECTION VIII. REMOVAL FROM BOARD
Any member of the board of directors who is absent at two (2) consecutive regular meetings without requesting to be excused is subject to being removed from the board. He/she may be removed from the board at any meeting after two consecutive absences if he/she has first been contacted and advised of his/her pending removal. The board member in question should be queried as to his/her continuing interest to serve and whether or not he/she wishes to remain on the board. The board then may remove a member under this section, as it sees fit in its sole discretion by a two-thirds (2/3) vote of the entire board membership. By this same process, the board may remove any individual member for any reason which the board feels is in its own best interests.
SECTION IX. BOARD MEETINGS
The board of directors shall endeavor to hold regular meetings monthly, however, shall not meet less than quarterly. A time and place shall be designated by the chairperson. Special meetings of the board of directors shall be called upon the request of one-third (1/3) of the members of the board, or may be called at the discretion of the chairperson or the executive committee. Notice of regularly scheduled meetings shall not be required. Notice of any special meeting of the board of directors shall be given to each member of the board at least five (5) consecutive days prior thereto. Notice of any special meeting shall be deemed waived if consented to by all members present and such number represents two-thirds (2/3) of the board members. A member in attendance at any meeting shall be deemed to have waived notice of the meeting unless an objection is voiced at the time the meeting is convened. Notice of any meeting may be given by sending an electronic mail message (email), a fax message or a written message to the email address, fax number or mailing address provided by the member and held on file at the offices of the corporation. Additionally, notice may be given by the president or by any officer hand delivering a written notice of the meeting to a member.
SECTION X. ANNUAL MEETING
The annual meeting of the corporation shall be held during the month of October of each year at a time and place as designated by the chairperson. Notice of the annual meeting stating the place, day and hour shall be given to all members not less than ten (10) days or more than thirty (30) days before the date of the meeting. Any regular board meeting in the month of October may constitute the annual meeting if the board so chooses.
SECTION XI. QUORUM AND MANNER OF ACTING
A quorum at any regular or special meeting of the board of directors shall consist of a simple majority of the elected board members. The act of the majority of the directors present at a meeting at which a quorum is present shall be the act of the entire board of directors, except as otherwise provided for in these bylaws.
SECTION XII. VOTING
All votes shall be by voice, except that upon request of any member present, a roll call vote shall be taken. The chairperson shall not vote except in case of a tie, in which event he/she shall cast the deciding vote. A member who is present at a meeting at which an action is taken on any corporate matter shall be presumed to have assented to the action taken unless his/her dissent is entered in the minutes of the meeting or unless a written dissent is filed with the secretary within three (3) days following the meeting. The right to dissent shall not apply to any member who voted in favor of such action.
SECTION XIII. ACTION WITHOUT A MEETING
Any action that may be taken by the board of directors at any type of meeting may be taken without a meeting in a writing signed by all of the board members and indicating the effective date.
SECTION XIV. PARLIAMENTARY PROCEDURE
“Robert’s Rules of Order, Revised” shall guide meetings of the board, executive committee and all special committees when not in conflict with these bylaws or rules adopted by the board. No objection as to the conduct of any meeting or the failure to properly follow Robert’s Rules of Order, Revised shall be valid unless submitted in writing to the President and to the Chairperson of the Board within three (3) days following the meeting.
SECTION XV. CONFLICT OF INTEREST
A “conflict of interest” is defined as any relationship in which special consideration and/or unfair advantage resulting in exploitation of disabled clientele and/or financial gain or personal benefit accrue to an individual, his/her place of employment or business, or a relative. It should not be construed to mean that a business relationship or similar relationship cannot exist between a board member or employee and the corporation in the normal conduct of business. Each board member shall be obligated to immediately disclose any potential “conflict of interest” pertaining either to himself/herself or to other board members. The board of directors shall decide all “conflict of interest” questions. The member or members involved in the “conflict of interest” question shall not be permitted to vote upon such questions. Failure to disclose potential or actual conflicts of interest by a member of members shall constitute grounds for removal from the board. Each board member shall provide at least annually a statement regarding ethics and conflicts of interest to the president or the Chairperson of the board of the corporation.
SECTION XVI. CODE OF ETHICS
The Board of Directors and its Chief Executive Officer of OUI are committed to maintain the highest standards of conduct and ethical behavior. The Board believes that such standards promote trust, confidence and integrity in the working relationship between themselves and staff.
Therefore, each Board member and the Chief Executive Officer shall act with honesty and integrity, including the ethical handling or apparent conflicts of interest, comply with applicable governmental laws, rule and regulations, respect the confidentially of information acquired and, proactively promote ethical and honest behavior within the company and its subsidiaries.
SECTION XVII. COMPENSATION
Directors of the board shall not receive compensation for their services, although reasonable expenses of directors for attendance at board meetings, committee meetings, or special meetings may be paid or reimbursed by the corporation.
ARTICLE IV
COMMITTEES
SECTION I. STANDING COMMITTEES
Except as hereinafter otherwise provided, the following standing committees, which shall from time to time make written or oral reports of their activities to the board of directors, shall be appointed for a term of one (1) year by the chairperson as soon as feasible after his/her election and induction. The committee chairperson and membership shall be reported to the board of directors at or before the next regular meeting of the board.
A. Executive Committee
The executive committee shall be composed of the past chairperson, chairperson, vice chairperson, treasurer and secretary. The executive committee shall meet at such times and places as may be determined by the chairperson. A quorum shall exist if at least three members are present. Such meetings shall be called and held under rules adopted by the board. The executive committee shall have and exercise all the authority of the board of directors, except that the committee shall not have the authority of the board of directors in reference to amending, altering or repealing the bylaws; electing, appointing or removing any member of any committee or any director or officer of the corporation; adopting a plan of merger or consolidation with another corporation or corporation; authorizing the purchase, sale, lease, exchange or mortgage of all or any substantial part of the property or assets of the corporation or revoking proceedings thereof; adopting a plan for the distribution of the assets of the corporation; or amending, altering, or repealing any resolution of the board of directors. Any action taken by the Executive Committee is deemed to be ratified by the board of directors at its next meeting unless contrary action is taken or an objection is recorded in the minutes of the meeting.
B. Finance Committee
This committee shall be composed of at least three (3) directors and shall be chaired by the board treasurer. The committee shall: review the financial status of the corporation; present a financial report to the board of directors at each meeting of the board; advise the president on financial matters.
C. Personnel Committee
This committee shall be composed of at least three (3) directors, of which one member shall also serve on the executive committee. This committee shall: review all grievances and petitions from employees of the corporation and recommend action to the board; screen prospective board members and propose nomination of suitable candidates at board meetings; screen prospective board officers and propose nominations for each position in a report to the board secretary not less than ten (10) days prior to the annual election; administer programs for board member development. The personnel committee shall at least annually review the written executive leadership succession plan and compensation records and make recommendations to the Board.
D. Community Assurance Committee
This committee shall be composed of at least three (3) directors. This committee shall: plan and administer fund raising programs; communicate corporation activities and programs to the community; establish cooperative activities with other community board functions; monitor legislation affecting the corporation and propose to the board positions to be taken with state and federal legislative representatives.
E. Planning Committee
This committee shall be composed of at least three (3) directors and shall be chaired by the board chairperson. This committee shall: update the long range corporate strategic plan and recommend adoption of changes to the board annually; review facility or property renovation, lease and acquisition requests and recommend action to the board; advise the president on significant short term actions and decisions.
SECTION II. SPECIAL COMMITTEES
The chairperson from time to time shall designate such additional committees as may be necessary and the membership thereof, with such powers and for such purposes are designated by themselves.
ARTICLE V
INDEMNIFICATION
SECTION I. INDEMNIFICATION OF DIRECTORS, OFFICERS, ETC.
The corporation hereby declares that any person who serves at its request as a director, officer, employee, chairperson or member of any committee, or on behalf of the corporation as a director, trustee or officer of another corporation, shall be deemed the corporation’s agent for the purpose of this Article and shall be indemnified by the corporation against expenses (including attorney’s fees), judgments, fines, excise taxes and amounts paid in settlement actually and reasonably incurred by such person who was or is a party or threatened to be made a party to any threatened, pending or completed action, suit or proceeding, by reason of such service, provided such person acted in good faith and in a manner he/she reasonably believed to be in the best interests of the corporation and, with respect to any criminal action or proceeding, had no reasonable cause to believe his/her conduct was unlawful.
SECTION II. INDEMNIFICATION AGAINST LIABILITY TO CORPORATION
No indemnification shall be made in respect of any claim, issue or matter as to which a person covered by Section I shall have been adjudged to be liable for negligence or misconduct in the performance of his duties to the corporation.
SECTION III. INDEMNIFICATION IN CRIMINAL ACTIONS
No indemnification shall be made in respect to any criminal action or proceeding as to which a person covered by Section I of this Article shall have been adjudged to be guilty.
SECTION IV. OTHER INDEMNIFICATION
The indemnification provided by this Article shall not be deemed exclusive of any other rights to which any person my be entitled under the articles of incorporation, any agreement, any other of these bylaws, vote of the members of disinterested directors or otherwise, and procedure provided for by any of the foregoing, both as to action in his/her official capacity and as to action in another capacity while holding office.
SECTION V. INSURANCE
The corporation may purchase and maintain insurance, in such amounts as the board may deem appropriate, to insure the corporation against any liability, including without limitation, any liability for the indemnification provided in this article.
SECTION VI. RIGHT TO IMPOSE CONDITIONS TO INDEMNIFICATION
The corporation shall have the right to impose, as conditions to any indemnification provided or permitted in this Article, such reasonable requirements and conditions as the board of directors may deem appropriate in each specific case.
ARTICLE VI
DISCRIMINATION
Pursuant to the Civil Rights Act, the programs and services offered by Opportunities Unlimited are being and will continue to be conducted in such manner that no person will be excluded from participation in, be denied the benefits of, or be subjected to discrimination under such programs and services on the grounds of race, creed, color, age, national origin, religion, gender, disability or veteran status.
No individual will, on the grounds of race, creed, color, national origin, religion, gender, age, disability, sexual orientation, or veteran status be subjected to segregation or separate treatment in any matter related to receipt of any service or other benefit under the Opportunities Unlimited programs, nor will the individual be restricted in anyway in the enjoyment of any advantage or privilege enjoyed by others receiving any service or benefit under the programs. This includes any distinction with respect to space where services are offered or provided, housing and eating facilities, waiting rooms and restrooms. Neither will separate times be set aside for the provision of services, so as to discriminate against any person on the basis or race, creed, color, national origin, gender, age, religion, disability, sexual orientation, or veteran status.
ARTICLE VII
FISCAL YEAR
The fiscal year shall begin on the first day of July each year.
ARTICLE VIII
FUNDS AND SECURITIES
SECTION I. AUTHORIZATION
The board of directors may authorize any officer, officers, or employees, in the name of and on behalf of the corporation to enter into any contract or execute and deliver any instrument or to sign checks, drafts, or other orders for payment of monies, notes, or other evidence of indebtedness in the ordinary course of business and such authority may be general or it may be confined to specific instances. Unless so authorized by the board of directors, pursuant to this section, no officer, member, or employee shall have the power or authority to render the corporation financially liable for any purpose or in any amount.
SECTION II. DEPOSIT OF FUNDS
All funds of the corporation not otherwise employed shall be deposited from time to time to the credit of the corporation in such banks, trust companies, or other depositories as the board of directors may select or as may be selected by any officer, officers, or employee of the corporation to whom such power and authorization may from time to time be delegated by the board of directors. For the purpose of such deposits, the officer, officers, or employee of the corporation to whom such power and authority is delegated by the board of directors may endorse, sign and deliver checks, drafts, and other orders for the payment of monies to the order of the corporation.
ARTICLE IX
STOCK
This corporation shall issue no stock and no part of the net income of the corporation shall inure to the benefit of any officer, director, employee, or other individual.
ARTICLE X
CONVEYANCES AND ENCUMBRANCES
Property of the corporation may be assigned, conveyed, or encumbered only by the chairperson, vice chairperson, secretary, treasurer, and/or president of the corporation or other persons as may be authorized to do so by the board of directors, and such authorized persons shall have the power and authority to execute and deliver any and all instruments of assignment, conveyance, and/or encumbrance; however, the sales, exchange, lease, or other disposition of all or substantially all of the property and assets of the corporation shall be authorized only in the manner prescribed by applicable statute.
ARTICLE XI
DISSOLUTION
In the event of the dissolution of this corporation, all of its assets of every nature whatsoever remaining after payment of its liabilities and of necessary costs, expenses, and dissolution proceedings shall be distributed and paid out by this corporation to such other corporation or corporations that are tax exempt under provisions of Section 501(c) of the Internal Revenue Code or other applicable provisions of said Code of similar import which may have superseded that Section. None of the assets of the corporation shall ever inure to the benefit of any director, officer, or employee of this corporation.
ARTICLE XII
SEVERABILITY
The invalidity of any provision of these bylaws shall not affect the other provisions hereof, and in such event these bylaws shall be construed in all respects as if such invalid provision were omitted.
ARTICLE XIII
AMENDMENTS
These bylaws may be altered or amended by at least a three-fourths (3/4) majority of the board of directors at any meeting of the board provided that notice of the proposed amendment or amendments have been submitted in writing to all the directors then in office at least ten (10) days prior to the meeting along with notice of the meeting itself.
The above bylaws were approved and adopted by the board of directors of the corporation on the day of , 2011.
Chuck Whitman, Chairperson Kraig Kinzer, Secretary
Board of Directors Board of Directors
Opportunities Unlimited, Inc. Opportunities Unlimited, Inc.