THE WAY OUT SOBER LIVING HOME, INC.
Board of Directors
Section 1.01. Overview. The Board of Directors (Board) shall consist of not less than five nor more than seven individuals. A quorum shall consist of a minimum of five Board members. To facilitate alternating terms, the first year four board members will serve three year terms. Thereafter, board terms will be for one-year terms. Members may remain for additional two -year terms if agreed upon by the existing Board.
New Board members are required to complete an application and be interviewed by two existing Board members. Their application will then be presented at the next Board meeting, and will be elected by a majority vote of the Board.
Section 1.01 (b) Composition of the Board. The officers of the Board of Directors shall consist of a President, Vice-President, Treasurer, and Secretary. The officers of the Board shall constitute the Executive Committee. Additional ad-hoc committees may be formed as deemed necessary by the Board. Officers shall be elected for one-year terms, with the Vice-President automatically moving up as President.
The President will act as liaison between the Board and the Executive Director and conduct all Board meetings. The Vice-President will cover for the President, and will be moved up as President upon completion of the President’s term. The Treasurer shall be responsible for signing all checks, shall compile the monthly financial statement to the Board, and handle all funds as appropriate per general accounting guidelines. The Secretary shall be responsible for maintaining and distributing all minutes of the Board’s activities.
Section 1.02 (c) Vacancy. Any vacancy in officers which occurs before the end of their term, may be filled by any Board member elected by a majority of the Board. That member will complete the balance of the term until the next annual meeting.
Section 1.03. Annual Meeting. The annual meeting of the Board of Directors will be held in April each year, at a date and time to be determined by majority of the Board, and announced by written notice to all members at least two weeks prior to the meeting. Should it be necessary, the meeting date can be changed providing notice is given to all members at least two weeks before the April date. All officers of the Board will be elected at the annual meeting. The Vice-President will succeed the President automatically.
Section 1.04. Regular Meeting/Quorum. Regular meetings shall be held monthly at a date determined by the Board. Once a regular meeting date/time/place is determined, every effort will be made to maintain that as the normal meeting time. A quorum shall consist of a minimum of five Board members. Should it become necessary to conduct the business of the corporation, and a meeting is not feasible, the Board can solicit participation by email from members. Those emails will be filed with the minutes as part of the permanent record. A special meeting may be called at the discretion of the President.
Section 1.05. Duties of the Board of Directors. The individual board members have no authority to bind the corporation to any contract or activity, and only represents the Corporation as a collective body. The Board can designate a member with limited power to bind the Corporation in conjunction with a specific activity by a majority vote. Such power expires when that activity is concluded, and does not include future contractual obligations.
Section 1.06. Resignation. A member may resign from the Board by submitting his/her written resignation to the Secretary of the Board.
Section 2.01. Executive Committee. There shall be an Executive Committee of the Board of Directors consisting of four members, as follows: the President, Vice President, Secretary, and Treasurer. The Executive Director shall attend and participate in the Executive Committee meetings, without a vote. The Executive Committee shall meet at such times and places as may be determined by the Board, the Committee, or on upon request of the Executive Director. Each member shall be notified of all meetings of the Executive Committee by the Secretary, not less than two days in advance. The Executive Committee shall review performance of the Executive Director annually and make salary recommendations to the Board of Directors for their vote.
Section 2.02. Other Committees. The Board of Directors may establish other committees. The members of any such committee shall be appointed by the President, subject to the approval of the Board of Directors. Such committee may have non-board members, but the chairman of the committee shall be one of the board members.
Section 3.01. Officers. The officers of the Corporation shall consist of President, Vice President, Secretary and Treasurer, and such other officers as the Board of Directors may from time to time determine.
Section 3.03. Election, Tenure and Removal. The officers shall be elected by the Board of Directors at their annual meeting, and shall serve one year until the applicable annual meeting. The Board of Directors may remove any officer by a majority vote of the Board.
Section 3.04. Vacancy. Whenever any vacancy shall occur in any of the offices of the Board for any reason, the same shall be filled by the Board of Directors at the next Board meeting.
Section 3.05. President. The President shall be the Chairman of the Board of Directors and Executive Committee. He/she shall preside at all Board meetings.
Section 3.04. Vice President. In the absence or disability of the President, the powers and duties incumbent upon the President shall be assumed and performed by the Vice President. The Vice President will automatically move to President upon the end of the President’s term.
Section 3.07. Secretary. The Secretary shall attend all meetings of the Board of Directors, and shall keep in a book provided the purpose, a true and complete record of the proceedings of such meetings. The Secretary shall attest all deeds, leases, agreements and other official documents executed by the Corporation. The Secretary shall attend to the giving and serving of all notices of the Corporation required by law or these by-laws, shall have custody of the books (except books of account), records and shall have such other power and perform such other duties as are delegated to him or her by the Board of Directors.
Section 3.08. Treasurer. The Treasurer shall oversee the keeping of correct and complete books of account, in accordance with the accounting method adopted by the Board of Directors, showing the financial condition of the funds and other assets in the hands of the Board of Directors and the results of its operations. The Treasurer shall have custody of all monies, securities and other certificates evidencing intangible personal property belonging to the Corporation. A monthly financial statement should be presented to the Board of Directors. A yearly third party review will be conducted by an outside agency.
Section 4.01. Executive Director. The chief staff administrator of the Corporation shall be known as the Executive Director, who shall be employed by the Board of Directors. That individual shall be under the direction of the Board and have responsibility for the total program of the Corporation. Said individual shall be present at regular meetings of the Board of Directors and present a monthly report to the Board. The Executive Director shall have such other powers and perform such other duties as may be assigned by the Board of Directors through the President. The Executive Director is an ex-officio member of the Board of Directors and should attend all meetings, although he/she does not have voting privileges.
Section 4.02. Other Staff. Other members of the staff shall be employed and under the direction of the Executive Director. Annually the Execute Director will review all staffs’ performance and make salary recommendations to the Executive Committee.
Indemnification of Directors, Officers and Others
Section 5.01. Indemnification of Directors and Officers. To the extent not inconsistent with applicable law, every person (and the heirs and personal representatives of such person) who is or was a director or officer of the Corporation, shall be indemnified by the Corporation against all liability and reasonable expenses that may be incurred by him or her in connection with or resulting from any claim, action, suite, or proceeding against such person or to which such person shall have been made a party by reason of serving or by reason of any having action alleged to have been taken, omitted or neglected by him or her as such director or officer. The Corporation shall reimburse such person for all legal expenses reasonably incurred by him or her in connection with any such claim or liability; provided, however, that no such person shall be indemnified against, or be reimbursed for, any expense incurred in connection with any claim or liability arising out of his or her own willful misconduct or gross negligence. In discharging his or her duties, a director is usually entitled to reply on information, opinions, reports or statements made by an employee competent in that particular area, or by legal counsel, a public accountant or other person on matters which are in his or her area of professional incompetence.
Section 5.02. Possible Indemnification of Employees and Agents. Each employee or agent of the Corporation against claims and liabilities to which he or she has or shall become subject by reason of any authorized action taken, omitted or neglected by him or her as an employee or agent within the normal course of his or her employment or agency with the Corporation to the extent authorized by Board of Directors of the Corporation, the Corporation may, in is sole and absolute discretion, reimburse such person for such claims and liabilities to which he or she has or shall become subject; provided, however, that no such person shall be indemnified against, or to be reimbursed for any expenses incurred with connection with, any claim or liability arising out of his or her own willful misconduct or gross negligence. The amount, conditions, and terms of indemnification of employees or agents shall be subjected to the sole and absolute discretion of the Board of Directors of the Corporation.
Section 5.03. Relationship to Other Indemnification Rights. The rights of indemnification as provided in this Article shall be in addition to any rights to which such persons may otherwise be entitled under Indiana law.
Section 5.04. Purchase of Insurance. The Board of Directors is authorized and empowered to purchase insurance covering the Corporation’s liabilities and obligations under this Article and insurance protecting the Corporation’s directors, officers, Executive Director or other persons.
Section 6.01. Rule of Order. Meetings of the Board of Directors shall be governed by the rules contained in the most current edition of Robert’s Rules of Order Revised in all cases in which such rules are applicable and are not inconsistent with the Indiana Nonprofit Corporation Act of 1991, as now or hereafter amended, the Articles of Incorporation, these By-laws or any special rules of order adopted by the Board of Directors.
Section 7.01 Grievance Policy. In the event a grievance should arise, the party must:
1. Submit a written letter no later than 15 days after the complaint, to The Way Out SLH P.O.
Box 214, Frankfort, IN 46041
2. This submission should explain the complaint, discuss any parties involved and include relevant
dates of complaint.
3. The Executive Director will review the complaint and discuss the complaint with the Executive
Board and /or Board members promptly.
4. After reviewing the Complaint, the Executive Board and/or Board members will vote on their
decision. ALL DECISIONS ARE FINAL.
5. All resolutions to ANY complaint will conform to the By-Laws of The Way Out SLH.
6. The complainant shall receive a written explanation of the Boards decision within 30 day of
receipt of complaint.
NO CONTACT WITH INDIVIDUAL BOARD MEMBERS WILL BE CONSIDERED OR BINDING TO THE FINAL DECISION
Section 7.02 Internal Grievance
1. Any internal grievance (resident or staff) will be promptly handled with a meeting of the
Executive Board and/or Board members. Either by group meeting or conference call. Their
decision will be final and conform to the By-Laws of The Way Out SLH,
Section 8.01. Amendments. After the initial adoption of these by-laws, the Board of Directors may change, amend or repeal the same by affirmative vote of a majority of the Board of Directors.