By Laws
An information and support network for families of children with emotional problems
II. Membership
III. Registered Office
IV. Other Offices
VI. Qualifications of Directors
VII. Election of Officers and Directors
VIII. Duties of Officers
IX. Board Meetings
XII. Special Meetings
XIII. Resignations
XIV. Open Meetings
XV. Information and Publications
XVI. Projects and Events
XVII. Indemnification of Directors and Officers
XVIII. Annual Report
XIX. Fiscal Year
I. Statement of Purpose
Keys for Networking, Inc., a not-for-profit organization incorporated by the State of Kansas on June 2, 1988, has been established for the purpose of the development of a mechanism for accessible communication between parents of children with emotional problems on a state wide basis; a resource service for the dissemination of print and visual media; to develop and maintain ties with diverse groups and individuals throughout the state; to provide technical assistance and support to newly forming or ongoing parent support groups; to develop or enhance a state wide parent organizational structure capable of providing information regarding pending legislation, state planning processes, and opportunities for public comment and testimony at relevant legislative and administrative hearings on a timely basis.
To accomplish these purposes, Keys for Networking, Inc., will combine the expertise of parents and concerned professionals to provide a support and information system for these families.
II. Membership
Membership in this corporation shall be open to any person or family that has a Severely Emotionally Disturbed or Mentally Ill child, or any other person with a sincere interest in the furtherance of the goals of this corporation.
III. Registered Office
The corporation, by resolution of the Board of Directors, may change the location of its registered office as designated in the Articles of Incorporation to any other place in Kansas. By like resolution, the resident agent at such registered office may be changed to any other person or corporation, including itself. Upon adoption of such a resolution, a certificate certifying the change shall be executed, acknowledged, and filed with the Secretary of State, and a certified copy thereof shall be recorded in the office of the Register of Deeds for the county in which the new registered office is located and in the old county, if such registered office is moved from one county to another.
IV. Other Offices
Branch or subordinate office may, at any time, be established by the Board of Directors at any such place or places where the corporation is qualified to do business.
V. Board of Directors
This corporation shall be governed by a Board of Directors, composed of at lease a simple majority of family members of children with emotional problems, including at a minimum the following:
The President, Vice President, Secretary, and Treasurer and five members at large.. The Executive Committee shall also be comprised of at least a simple majority of family members of children with emotional problems.
The Board of Directors shall employ an Executive Director who shall be responsible for the day-to-day conduct of the corporation's business, including the proper maintenance and filing of all paperwork and records pertaining to such business. The following specific duties are vested with the directors;
A. To make such rules and regulations for the conduct, control, and management of the affairs of the corporation as are not inconsistent with the law, the Articles of Incorporation, or the By-Laws, as they may deem best.
B. To change the registered office for the transaction of the conduct of the corporation as provided for in Article III; to fix and locate from time to time one or more subsidiary offices of the corporation within or without the State of Kansas as provided for in Article IV; to designate the place within or without the State of Kansas for the holding of any Board of Director's meeting or meetings; and to adopt, make, and use a corporate seal and membership forms, and to alter the form of such seal and such forms as they deem best, provided such seal and forms shall, at all, comply with the provision of law.
C. To borrow money and incur indebtedness for the purposes of the corporation and to cause to be executed and delivered thereof, in the corporate name, promissory notes, bonds, debentures, deeds of trust, mortgages, pledges, or other evidence of debt and securities therefore.
D. In order to obtain funds to carry out the purposes of this corporation, the Board of Directors is authorized and directed to solicit and receive funds as contributions to the corporation from such persons, partnerships, corporations or other organizations who may be interested in contributing to this corporation. In addition to continuing regular solicitations, the Board of Directors is authorized and directed from time to time to undertake large scale fund raising campaigns directed toward the above described persons as well as the general public. In addition the Board of Directors is authorized to contract with various public and private agencies to carry out the purposes of this corporation.
VI. Qualifications of Directors
Persons may be elected to the Board of Directors who are family members with a child with emotional disabilities and/or have displayed an interest, involvement and support of families who have children with this disability.
VII. Election of Officers and Directors
The Board of Directors shall be elected at the annual meeting and shall serve for a term of three years, unless said officer shall tender his/her resignation at an earlier date, or unless removed by the members for non-performance of duties, or for malfeasance. The normal term shall run from annual meeting to annual meeting with elections to be held at the annual meeting.
Directors shall serve for a term of three years, unless said director shall tender his/her resignation at an earlier date, provided however that the election of directors held at the first annual meeting following October 1, 1989 that said directors shall be elected as follows:
1/3 of said directors shall be elected for a term of one year, 1/3 of said directors shall be elected or a term of two years, and the remaining 1/3 of said directors shall be elected for a term of three years. The term "year" shall mean that period of time between annual meetings of the corporation, said annual meetings to be held in July of any given year.
VIII. Duties of Officers
President-Shall chair all meetings of the Board of Directors; be responsible for assuring that all other officers are performing their duties in a sound and reasonable manner; shall formulate the general policies of the corporation, with the advice and consent of the rest of the Board; shall be responsible for reporting on the actions of the Board to the membership; and shall perform such other duties as may be delegated by the Board or the membership.
Vice President-Shall chair all meetings of the Board of Directors in the President's absence; shall assist the President in the performance of his/her duties as they shall both see fit; and shall perform such other duties as may be delegated by the Board or the membership.
Secretary-Shall be a member of the Board of Directors; shall keep detailed and accurate minutes of all Board meetings and all regular meetings of the membership; shall maintain all necessary records and correspondence of the corporation, with the exception of those records pertaining to fiscal matters; and shall perform such other duties as may be delegated by the Board or the membership.
Treasurer-Shall be a member of the Board of Directors; shall oversee all records pertaining to fiscal matters, including but not limited to all records pertaining to checking accounts, receipts, and disbursements of funds; shall oversee disbursement of such funds as may be authorized by the Board: and shall perform such other duties as may be delegated by the Board.
Other Officers-Such other officers as the membership may decide are necessary for the orderly conduct of business may be elected, or appointed by the Board, at such as these needs are defined. These positions will normally be temporary in nature; should any such position be recognized as of a long-term or continuing nature, these By-laws will be modified to include them.
IX. Board Meetings
Regular meetings of the Board of Directors will be held at least four each year, at such time and place and in such manner as the Board decides. Should the business of the corporation dictate that the Board meet between these regular meetings, such notice will be mailed as soon as the need for such meeting is determined.
X. Meetings of the Membership
Meetings of the membership will take place at such time and place and in such manner as is agreed upon by the Board.
XI. Specification of Quorum
In order to conduct regular business, one-third of the duly elected Board members must be present, with a simple majority of those present being family members of a child with an emotional disability. A larger quorum may be required for Special Meetings (see Article XII below).
XII. Special Meetings
A. By-Laws.
Special meetings for the purpose of amending these By-Laws may be called at any time by the President, and may take the place of a regular meeting, or be a part of a regular meeting. Written notice that such special meeting is to take place must be mailed to each board member at least one week in advance of any such meeting. A quorum as specified in Article XI shall be present to amend these By-Laws.
B. Articles of Incorporation.
Special meetings for the purpose of amending the Articles of Incorporation including dissolution of the corporation, may be called at any time and may take the place of a regular meeting, if the Board so desires. However, written notice that such special meeting is to take place must be mailed to each board member at least two weeks in advance of any such meeting, by certified mail, and must contain the text of the proposed change, and the reason for said change. With the exception of the redesignation of the registered office and resident agent as provided for in Article III, the Articles of Incorporation may be amended only after the amendments are agreed upon by two-thirds of the current active Board membership.
C. Removal of Officers
Special meetings for the purpose of removing officers for non-performance or malfeasance may be called at any time, and may take the place of a regular meeting, if the Board so desires. However, written notice that such special meeting is to take place must be mailed to each Board Member at least two weeks in advance of any such meeting, by certified mail, and must contain the purpose of the meeting, and the specific reasons being given for the proposed removal. Removal of officers may only take place upon agreement by two-thirds of the current active Board.
XIII. Resignations
Should an officer tender his/her resignation from office, a successor will be elected by the Board at the next regular meeting. Officers or directors so elected will not serve a full term, but will serve out the remainder of the term of the resigning director.
XIV. Open Meetings
No meetings of any kind are to be closed. This includes meetings of the Board of Directors, and any special meetings called for any purpose.
XV. Information and Publications
The corporation shall make available information in its possession as regards children and adolescents with emotional problems and their families. Further, the corporation will publish and distribute information about itself and its activities, to promote better understanding of its goals among the general public, and to aid its fund raising activities.
XVI. Projects and Events
The corporation may from time to time engage in various projects that are in accord with the purposes set forth in the Articles of Incorporation.
XVII. Indemnification of Directors and Officers
When a person is sued, either alone or with others, because he is or was a director or officer of the corporation, or of another corporation serving at the request of this corporation, in any proceeding arising out of his/her alleged malfeasance of nonfeasance in the performance of his/her duties or out of any alleged wrongful act against the corporation or by the corporation, he shall be indemnified for his reasonable expenses including attorney's fees incurred in the defense of the proceeding, if both of the following conditions exist:
A. The person sued is successful in whole or in part, or the proceeding against him is settled with the approval of the court.
B. The court finds that his conduct fairly and equitably merits such indemnity.
XVIII. Annual Report
Annual reports of corporations activities shall be submitted to the Board of Directors for approval.
XIX. Fiscal Year
The Board of Directors shall have the power to fix and from time to time change the fiscal year of the corporation. In the absence of such action, however, the fiscal year shall end each year on the date which the corporation treated as the close of its first fiscal year until such time, if any, as the fiscal year shall be changed by the Board of Directors.
