EMPLOYABILITY BYLAWS
Adopted April 7, 2023
Article I. Title
The name of this corporation shall be the Coastal Center for Developmental Services, Incorporated, DBA EmployAbility.
Article II. Mission
The mission of this corporation is to empower people with intellectual and developmental disabilities to live full meaningful lives.
Article III. Membership
EmployAbility shall have no members.
Article IV. Board of Directors
Section 4.01. Powers
The Board of Directors of EmployAbility shall oversee the business, property, and affairs of the organization as otherwise expressly provided by law, the Articles of Incorporation of EmployAbility, or these Bylaws.
Section 4.02. Number of Directors
The Board shall be composed of no less than twelve (12) and no more than eighteen (18) Directors. Included shall be a parent who has a child participant of the service.
Section 4.03. Term Limits
All Directors shall be elected annually at the Annual Meeting of the Board (‘Annual Meeting’) for a term of three (3) years. The term of each elected Director shall commence on July 1 following such Director’s election at the Annual Meeting and shall end on June 30 following commencement of such Director’s term of office. Any Director, after serving two (2) consecutive terms shall be ineligible for reelection until one (1) year after the expiration of his or her second consecutive term except that one (1) one-year extension may be granted if a Director is an Officer (or President).
Section 4.04. Election of Officers and Directors
The Directors and Officers shall be elected at the Annual Meeting of the Board of Directors by a majority of the Directors then in office. The Board Governance Committee will present the Board with the slate of nominees and shall furnish information relating to the background and qualifications of the slated nominees up for election at least seven (7) days prior to the Annual Meeting. The Board shall have received and had the opportunity to review and discuss proposed slated candidates prior to receiving the slate of nominees.
Section 4.05. Vacancies
The Board Governance Committee shall present a nominee to fill a vacancy at any Annual Meeting or Regular Meeting. Vacancies shall be filled by a majority vote of the Directors. A Director elected to fill a vacancy shall hold office until the expiration of the term of the vacant directorship being filled and until her successor is elected. Filling a vacant seat does not count towards a Director’s term limits as set out in Section 4.03.
Section 4.06. Removal of Directors
Any one or more of the Directors may be removed, with or without cause, by at least two-thirds of the Directors then in office at any duly convened Regular or Special Meeting of the Board of Directors provided that a recommendation for such a motion is made by both the Executive Committee and Board Governance Committee and that adequate notice and opportunity to be heard are given to the Director in question. In accordance with Georgia Code 14-3-621, the Director in question shall receive fifteen (15) days notice of a vote to potentially terminate and must be given the opportunity to be heard by the Board no less than five (5) days prior to the vote to potentially terminate.
Section 4.07. Standards of Board Responsibilities and Conflict of Interest Policy
The Board Governance Committee shall provide for the preparation, adoption, and revision, as necessary, of the Standards of Board Responsibilities governing issues of participation and ethics for members of the Board, as well as a Conflict of Interest Policy. Each Director shall abide by any policy and procedures governing Board responsibilities and conflicts of interest. These policies may be periodically amended and approved by the Board. A Director may not be employed by EmployAbility.
Section 4.08. Compensation
A Director may not receive any compensation for serving on the Board.
Article V. Meetings
Section 5.01. Annual Meeting
The Annual Meeting of the Board shall be held in the 4th quarter of the corporation’s fiscal year at a place, date, and time recommended by the Executive Committee and approved by the Board. The agenda for each Annual Meeting shall include election of Directors and Officers as provided elsewhere in these Bylaws and may include any other matters of business the EmployAbility Board may determine appropriate.
Section 5.02. Regular Meetings
Regular meetings of the Board shall be held at least every other month at such place, date, and time as shall be designated by the Board. After the Annual Meeting, the Board shall promptly set a calendar of Regular Meeting dates for the upcoming year and notify all Directors.
Section 5.03. Special Meetings
A Special Meeting of the Board shall be held upon the call of the Chair or by request by no less than four (4) Directors. The Executive Committee shall then set a specific place, date, and time for the Special Meeting which will facilitate the maximum number of Directors.
Section 5.04. Notices
In accordance with Georgia Code 14-3-705, notice of any Special Meeting shall be given at least ten (10) days prior thereto by the Secretary. The notice of any Special Meeting shall set forth the purpose, time, and place of such meeting. Any Director may waive notice of any meeting. Attendance at a meeting shall constitute waiver of a failure of notice. For the purposes of these Bylaws, notice may be provided by any hard copy or electronic submission, including email or text, as well as oral notice at a Meeting of the Board of Directors that is reflected in the minutes. Notice is proper when sent to an email or cell phone number provided by the Secretary.
Section 5.05. Quorum of Directors and Action of the Board
A majority of the total number of Directors then in office shall constitute a quorum for the transaction of business at any meeting of the Board of Directors. Unless otherwise restricted by law, Certificate of Incorporation, or these Bylaws, any action required or permitted to be taken at any meeting of the Board of Directors may be taken without a meeting if all of the members of the Board of Directors consent thereto in writing, and the writing or writings are filed with or reflected in the minutes of the proceedings of the Board. For purposes of these Bylaws, a writing is any hard copy or electronic submission, including email or text.
Unless otherwise restricted by law, Certificate of Incorporation, or these Bylaws, any one or more members of the Board may participate in a meeting of such Board by means of conference or video call or similar communications equipment by means of which all persons participating in the meeting can hear each other. Participation in a meeting by such means shall constitute presence in-person at the meeting. Proxies shall not be accepted.
Section 5.06.
The Board of Directors, or any committee of the Board of Directors, may utilize a contemporaneous system in which all participants in the meeting can hear each other. Participation in a meeting by this system constitutes the presence of the participant at the meeting.
Article VI Officers
Section 6.01. Officers
The Officers of EmployAbility shall consist of a Chair, Vice Chair, Treasurer, and Secretary each of whom shall hold such position at the discretion of the Board. Only Directors may serve as Officers. No Director shall serve simultaneously in two offices.
Section 6.02 Officer Duties
(a) Chair. The Chair of the Board shall preside at all meetings of the Board and Executive Committee, and shall be ex-officio a member of all committees of the Board. The Chair shall see all books, reports, and certificates required by law are properly kept or filed and exercise oversight pertaining to all affairs of the organization. The Chair shall, with assistance from the Executive Committee, initiate an annual evaluation of the CEO/President’s performance and compensation. The Chair may sign contracts or other instruments which the Board has authorized to be executed and shall perform such other duties incident to the Office of Chair as may be prescribed by the Board.
(b) Vice Chair. The Vice Chair, at the request of the Chair, or in the absence of the Chair during his/her inability to act at the designation of the Board, shall perform the duties and exercise the powers of the Chair, and shall have such other powers and perform such other duties as from time to time may be assigned by the Board or Chair.
(c) Treasurer. The Treasurer shall ensure that a process exists and is implemented for the custody and care of all funds, securities, investments, receipts, and disbursements of the organization and for the accurate records of receipts and disbursements, as directed by the Board. The Treasurer shall deposit, or cause to be deposited, in the name of EmployAbility, all moneys or other valuable effects in such banks, trust companies or other depositories as shall from time be selected by the Board. The Treasurer facilitates the development of a proposed annual budget. The Treasurer shall present reports on the current financial status of EmployAbility at each meeting of the Board and shall have other such duties as from time to time may be assigned by the Board or the Chair.
(d) Secretary. The Secretary shall keep or cause to be kept the minutes and records of the Board and shall give or cause to be given all notices required by these Bylaws, the Articles of Incorporation, or by law. The Secretary shall be the custodian of the records of the EmployAbility, may witness any documents on behalf of the organization, the execution of which is duly authorized, and shall have other powers and perform such other duties as from time to time may be assigned by the Board or the Chair.
Section 6.03 Officers Terms of Office
Officers shall serve for a term of one (1) year which shall commence on the first of July following their election by the Board at the Annual Meeting. Officers may serve consecutive terms of office.
Section 6.04 Officer Vacancies
A vacancy in any office may be filled for the unexpired term by the Chair, after consultation with the Executive and Board Governance Committees and the approval of the majority of the Directors of the Board at an Annual Meeting, Regular Meeting, or Special Meeting. A vacancy in the office of Chair shall be filled for the unexpired term of the office by the Vice President after consultation with the Executive and Board Governance Committees and the majority of the Directors of the Board at an Annual Meeting, Regular Meeting, or Special Meeting.
Article VII Committees
Section 7.01 Generally
The standing committees of EmployAbility shall include an Executive Committee, Board Governance Committee, and Finance Committee as described below. The Chair, in consultation with the Executive and Board Governance Committees, and with the consent of the Board, may create such standing and ad hoc committees to perform such duties as may be assigned to it by the Board and shall report its action to the Board. The Chair, after consultation with the Executive and Board Governance Committee, shall appoint all other members and chairs of the various committees. The Chair, in consultation with the Board Governance Committee, may also designate persons who are not members of the Board to serve on or with committees of the Board, if permitted. When so designated, such persons shall participate in the activities of the committee but shall not thereby be charged with, or have the responsibilities and obligations of, members of the Board as such, and shall be deemed to be serving in an advisory capacity only. The Executive Committee, in consultation with the Board Governance Committee, may remove any committee member with or without cause. The Board shall from time to time adopt such rules as may be deemed necessary to exercise oversight of the activities and commitments of its committees. The Chair may serve ex-officio on all committees. The members of a committee may conduct any meeting thereof by phone or video conference or similar communications equipment if all persons in the meeting can hear each other at the same time. Participation in a meeting by these means constitutes a presence in-person at such meeting.
Section 7.02 Executive Committee
The Executive Committee shall be composed of all Officers of the organization and two (2) at-large Board members who shall be appointed by the Chair after consultation with the Board Governance Committee and the consent of the Board. The Executive Committee may act in place and stead of the Board of Directors between Board meetings on all matters except those specifically reserved to the Board by these Bylaws. The Executive Committee shall report its actions to the Board at the next Board meeting.
Section 7.03 Board Governance Committee
The Board Governance Committee shall evaluate candidates for election to the Board of Directors and submit to the Board a slate of nominees to be elected at the Annual Meeting. The Board Governance Committee shall submit also a slate of Officers to be elected at the Annual Meeting. The Board Governance Committee shall furnish information relating to the background and qualifications of such nominees and Officers at least seven (7) days prior to the meeting at which an election of Directors or Officers is scheduled to take place. The Board Governance Committee shall coordinate regular self-evaluation, administer an orientation program for new Directors, and encourage periodic educational programs, training, and retreats. The Board Governance Committee shall conduct periodic reviews of the Bylaws and other pertinent documented policies and procedures and shall provide for the preparation, adoption, and revision, as necessary, of the Standards of Board Responsibilities and the Conflict of Interest Policy, which govern issues of participation and ethics for Board members.
Section 7.04 Finance and Audit Committees
The Finance Committee shall be chaired by the Treasurer. The Finance Committee shall review and recommend to the Board the annual operating budget and monitor the adherence to the budget throughout the year. The annual budget must be approved by a majority of the quorum of the entire Board of Directors. The Finance Committee shall oversee any investments of the organization ensuring appropriate fiduciary management of those funds. The Finance Committee will present financial reports to the Board at each Board meeting.
Article VIII CEO/President
Section 8.01 Appointment of the CEO/President
The Board may appoint a Chief Executive Officer/President. Other staff members of the organization shall be appointed by the CEO/President or, if there is no CEO/President, by the interim CEO, with input from the Chair. If necessary, an interim CEO may be appointed by the Chair with guidance from the Executive Committee.
Section 8.02 Duties, Hiring, Supervision, and Termination
The Board may delegate duties and customary authority to the CEO/President. The CEO/President shall be subject to the hiring, supervision, and termination by the Board and will report directly to the Board Chair. Other staff members shall be hired, supervised, and terminated by the CEO.
Section 8.03 Attendance at Meetings
The CEO/President shall attend and participate in all meetings of the Board and its committees unless otherwise determined by the Chair or his/her designee. The CEO/President shall have no voting rights in any meeting of the Board or a committee.
Article IX Liability of Officers and Directors
To the fullest extent permitted by law, no Director or Officer of EmployAbility shall be personally liable to the organization or its members for money damages; provided, however, that the foregoing limitation of Director or Officer liability shall only be to the extent permitted by organizations which are exempt from the federal income tax under section 501 c (3) of the Internal Revenue Code and contributions which are deductible under the Code. No amendment of the Articles of Incorporation or these Bylaws or repeal of any of their provisions shall limit or eliminate the benefits provided to Directors and Officers under this provision with respect to any act or omission which occurred prior to such amendment or appeal.
Article X Related Parties
At least 51% of the Board members shall not be related by blood, marriage, or business activity. Blood relations are family members extending to parents, siblings, grandparents, and children. Marriage relations include spouse, son- or daughter-in-law, and mother- or father-in-law. With regard to business, two or more business partners serving on the Board, while collectively owing 35% or more of a for-profit company, are considered related, as are co-workers who have a superior/subordinate relationship at the company.
Article XI Indemnification
EmployAbility shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the organization) by reason of the fact that he or she is or was a Director, Officer, employee, or agent of the organization, or is or was serving at the request of the organization as a Director, Officer, employee, or agent of another corporation, partnership, joint venture, trust, or other enterprise; provided however that he or she must have acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the organization, and that indemnification shall only be to the extent permitted of organizations which are exempt from Federal income tax code and contributions to which are deductible under the code. This indemnification includes expenses (including attorneys’ fees), judgments, fines, and amounts paid in settlement actually and reasonably incurred by him or her in connection with such action, suit, or proceeding if he or she acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the organization. With respect to any criminal action or proceeding, he or she must also have had no reasonable cause to believe his or her conduct was unlawful. The termination of any action, suit, or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent shall not, of itself, create a presumption that the person did not act in good faith and in a manner in which he or she reasonably believed to be or not opposed to the best interests of the organization and with respect to any criminal action or proceeding had reasonable cause to believe that his or her conduct was unlawful.
Article XII Amendments
These Bylaws may be amended, repealed, or added to at any Annual Meeting, Regular Meeting, or Special Meeting called for that purpose. Any proposed amendment, along with the date it is to be voted on, shall be presented in writing to the Board of Directors of EmployAbility at least twenty (20) days prior to the meeting at which it is to be voted upon and two-thirds (2/3) of those present at any special or regularly scheduled meeting of EmployAbility required for ratification.
Article XIII Dissolution
EmployAbility may be dissolved by an affirmative vote of two-thirds of the full Board. The motion shall state the effective date and recommendations for disposal of assets of EmployAbility.
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President
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Secretary