Family Counseling and Payee Service
Articles and By-Laws

FAMILY COUNSELING SERVICE OF NORTHERN NEVADA, INC.

BY-LAWS


ARTICLE I


NAME: The name of this organization shall be:


FAMILY COUNSELING SERVICE OF NORTHERN NEVADA, INC.


ARTICLE II


OBJECTIVE: The objective of Family Counseling Service is to provide services which lead to fulfillment of its vision, which are consistent with its mission, and which are provided within the context of its values.


VISION: A stronger, healthier community.
MISSION: The mission of this organization shall be to assist individuals and families
to meet the opportunities and challenges of the changing world.
VALUES: We value the uniqueness of each individual.
We value the contributions of all those who help us realize our vision.
We value innovation, quality and accountability.
We value the spirit of collaboration.


ARTICLE III


BOARD OF TRUSTEES:


Section 1 The Family Counseling Service of Northern Nevada, Inc. shall be
governed by a Board of Trustees whose number shall be not less than
seven (7) nor more than fifteen (15).


Section 2 The powers and duties of the Board of Trustees shall be to:


(a) Receive, acquire, hold, manage, administer, and expend property
and funds for the general and specific purpose of the corporation, oversee and review the investment of funds not currently required for its operation and assure that the agency practices conform to applicable legal and regulatory requirements.


(b) Take property by will, gift, or otherwise for the general and specific purposes of the corporation, but if the donor shall specify the use of the property, it shall be used for that purpose only.




(c) Hold in its own name and right, real, and personal property of every nature and description without limitation as to extent, character, or amount, and with all the powers of control, management, investment, change, and disposal incident to the absolute ownership of property or funds by a private person, subject only to the terms of any particular trust.


(d) Borrow money, either upon or without security, giving such promissory notes or evidences of indebtedness and such pledges, mortgages, or other instruments of hypothecation as may be advised.


(e) Appoint and to pay an administrator and staff to conduct and administer the affairs of the corporation, but no member of the Board of Trustees shall receive any compensation.


(f) Authorize the Executive Director with approval by majority vote of the Agency’s Personnel Committee to engage services of persons as independent contractors.


(g) Authorize the Executive Director to enter into contract and service agreements with outside agencies and county services at his discretion and with the best interests of the Agency in mind.


(h) To evaluate the Executive Director’s performance annually against written performance criteria and objectives established, and to ensure that the Executive Director participates in the evaluation process.


(i) To exercise any other powers and duties as set forth in the articles of incorporation.


(j) Create standing and special committees.


(k) Approve budget.


(l) Establish and maintain a checking account in such bank as it shall determine, withdrawals therefrom to be on the signature of any two of the following officers for checks over $500 and one for checks under $500:



President
Vice President
Secretary
Treasurer
Executive Director
Business Manager
CCCS Manager



(m) See that books are audited annually.


(n) Adopt a policy manual and revisions thereof.


(o) Initiate and support fund raising activities to benefit the purpose of the corporation.


(p) Conduct a quarterly review of incidents, accidents and grievances and make any suggestions and/or changes necessary to address said issues.


(q) See that an agency-wide review is completed every four years to determine whether its services are needed and to evaluate the effectiveness and efficiency of the agency in achieving its purpose and/or mission and annually review the strategic plan of the agency.


Section 3: Board members shall be elected for a term of five (5) years and may be nominated for a second term.


Section 4: If any member of the board shall be absent from meetings for three (3) consecutive months without valid reason, then the secretary shall direct a letter to such member notifying him or her to resume attendance or be removed from the board.


ARTICLE IV


OFFICERS AND THEIR DUTIES


Section 1: The officers of this organization shall be a president, vice president, secretary and treasurer.


Section 2: Term: The officers shall be elected at the May meeting of each year for a term of one (1) year with the possibility of re-election to the same office. The officers thus elected shall assume their offices at the following meeting.


Section 3: Duties of the President shall be:


(a) To preside at all meetings of the organization.


(b) To appoint chairpersons of all committees.


(c) To sign checks.


(d) To appoint a parliamentarian.


(e) To present a plan of action for presentation to the board annually, following a strategic planning process.


(f) To coordinate work of the organization.


Section 4: The duties of the vice president shall be:


(a) To perform the duties of the president in the absence of the president.


(b) To fill a vacancy in the office of president.


(c) To perform such other duties as may be assigned by the president or the board.


(d) To sign checks.


Section 5: The duties of the secretary shall be:


(a) To keep and read the minutes of all meetings.


(b) To conduct such correspondence as the president or board shall direct.


(c) To perform such other duties as may be assigned by the president or board.


(d) To sign checks.


(e) To furnish copies of the minutes and member list information to the office for a permanent file.


Section 6: The duties of the treasurer shall be:


(a) To review written reports of all receipts and disbursements at all board meetings and whenever called upon by the president.


(b) To sign checks.


(c) To be an ex-officio member of the Budget Committee.


Section 7: An officer may be removed from office for cause by a two-thirds (2/3) majority of the members of the board.


ARTICLE V


The Executive Committee shall consist of the elected officers of this organization, and the immediate past president. It is charged with the function of interim authority between meetings of the Board of Trustees and meets whenever necessary to transact such business.


ARTICLE VI


MEETINGS AND QUORUM


Section 1: This organization shall meet at least 8 times a year on a day to be fixed by the board.


Section 2: Quorum:


A quorum for meetings of this organization shall be a simple majority of the current membership of the board of which at least one (1) is an elected officer.


ARTICLE VII


Section 1: The election of officers of the board shall be noticed in April and take place during the May meeting. At the April meeting the president shall appoint a board member to coordinate the election.


Section 2: The nominating committee shall report one nominee for each office at each May meeting after which nominations from the floor may be made.


Section 3: Election shall be by ballot. Where there is only one candidate for an office, election shall be by voice.


Section 4: Officers shall be elected for a term of one year.


Section 5: A plurality vote shall elect.


ARTICLE VIII


COMMITTEES:


SECTION 1: There shall be such committees as needed to include:


Personnel
Budget
Fund Development
Incident Reports
CCCS Advisory Committee which shall consist of all members of the
Board of Trustees


Section 2: The Personnel committee shall be charged with the function of reviewing and recommending personnel policy, recruiting and recommending applicants for the position of Executive Director, establishing methods of personnel performance evaluation, and shall serve as a hearing panel for personnel grievances.


Section 3: The Budget committee shall be charged with the function of supervising the allocation of agency funds, including but not limited to preparation, monitoring and review of agency budget and grants, and review of all financial records, overseeing and reviewing both the investment of funds not currently required for its operations and the management, purchase or sale of real estate, securities and other assets, and assuring that agency practices conform to applicable legal and regulatory requirements.


Section 4: The Fund Development committee shall be charged with the function of finding and developing sources of funds for the operation of the agency.


Section 5: The Incident Report committee shall be charged with quarterly accumulation and review of all incident, accident and grievance reports for the purpose of changing policy and/or procedure if necessary to decrease the potential for risk to the Agency. These reviews will encompass compliance with legal requirements, fiscal accountability, insurance and liability, health and safety, contracts, volunteers, client’s rights and confidentiality, financial risk, fundraising, conflict of interest, employment practices, medication dispensing, service modalities, behavior management techniques, facility safety, serious injury or death and any other issues deemed to be pertinent by the committee.


Section 6: Special committees may be appointed by the president or the board.


Section 7: The duties of each committee may be more specifically assigned by the board.


ARTICLE IX


FISCAL YEAR:


The fiscal year of this organization shall be July 1 through June 30.


ARTICLE X


Upon dissolution of the corporation, the Board of Trustees shall, after paying or making provision for the payment of all liabilities of the corporation, dispose of all the assets of the corporation exclusively for the purpose of the corporation in such a manner, or to such organization or organizations organized and operated exclusively for the charitable, educational, religious or scientific purposes as shall at the time qualify as an exempt organization or organizations under Section 501 (C) (3) of the Internal Revenue Code of 1954 (or the corresponding provision of any future United States Internal Revenue law). Any of such assets not so disposed of shall be disposed by the Courts of Nevada exclusively for such purposes or to such organizations, as said court shall determine, which are organized and operated exclusively for such purposes.


ARTICLE XI


AMENDMENTS:


These by-laws may be amended at any regular meeting of this organization by a two-thirds (2/3) vote of those present, provided that notice of proposed amendment has been sent to each member of the board at least ten (10) days prior to the meeting.