EXPRESS CARE, INC.
(As of May 1,
ARTICLE I: NAME
The name of the
Corporation shall be “Express Care, Inc.?
ARTICLE II: PURPOSE
The purpose of
the Corporation shall be from time to time set forth in the Articles
the Corporation, as the same may be modified and amended. The
Corporation shall carry our purposes in the manner and along the
terms established by its Board of Directors in accordance with the
Corporation's Articles of Incorporation and the following provisions
of these By-laws. Including, but not limited:
1. To provide
access to health care.
2. To provide
health education, to prevent diseases.
3. To work
towards the goal of healthy families 2020.
4. To improve
the quality of life of immigrant women and children.
ARTICLE III: BOARD OF DIRECTORS
The affairs of the Corporation/Express Care shall be managed by a
Board of Directors consisting of not more than fifteen and not less
than three members. Each Director shall have the power to vote and
all voting rights shall be restricted to the Directors in office.
The Board of Directors shall do everything necessary suitable or
proper for the accomplishment of any of the purposes or the
attainment of the things herein specified and to exercise alone or
in association with any other corporation, firm, agency or
individual, all powers conferred upon corporations of like character
by the laws of the state Virginia even through such powers are not
specifically stated herein.
3.02 Qualification of Directors:
The Directors shall be citizens residing or working in the service
area or within a reasonable distance of it and shall, to the extent
practicable, be selected from among individuals having various
backgrounds and careers.
3.03 Election of Board Members:
At each Annual Meeting. successors to Directors whose terms expire
shall be elected by the membership of the Board of Directors,
present in person, by majority vote; such election to be conducted
by voice vote unless any Board member shall request a vote by secret
ballot in which case election shall be conducted by secret ballot. A
slate of nominees shall be presented to the current Board by the
Board Development/Nomination Committee. Other nominations may be
accepted from the floor.
3.04 Term of Board Membership:
Each Director shall be elected for their first term to serve for one
year and the term shall be renewed every year. For the purpose of
this section one year shall be defined as the period from the
conclusion of one Annual Meeting to the conclusion of the following.
Vacancies occurring on the Board of Directors, including the
vacancies resulting from an increase by not more than two (2) in the
number of Directors, shall be filled by majority vote of the
remaining Directors even though less than a quorum of the Board of
3.06: Board Meetings:
Regular meetings of the Board of Directors shall be held every month
at such specific time and place as the President may determine
either within or without the state of Virginia. There shall also be
held an annual meeting to take place during the last quarter of each
fiscal year for the main purpose accepting nominations for Board
members. The President may at his/her discretion call additional
meetings of the Board. Notice of all regular and specia1 meetings
shall be provided by mail or e-mail to each Director, at least three
(3) days prior to the date of such meeting, stating the time and
place of the meeting unless otherwise required by provisions of law.
Neither the business to be transacted nor the purpose of any special
or regular meeting need be specified in the notice.
Meetings of the
Board of Directors or of any committee designated thereby may be
conducted by means of a telephone conference call or similar
communication equipment by means of which all persons participating
in the meeting can hear each other, and the participation by such
means shall constitute presence in person at such meetings. Said
meetings may also be held in writing providing there is unanimous
consent of all parties entitled to vote at said meeting. The above
notwithstanding, annual meetings shall require presence in person.
One third (1/3) of the Directors shall constitute a quorum for the
transaction of business. A majority of such quorum shall have the
authority to decide questions coming before the meeting.
3.08: Attendance at Meetings:
Upon the failure of any member of the Board of Directors to attend
four" (4) consecutive Board meetings without a reasonable excuse for
such absences, approved either prior or subsequent to such meeting
by the President or the Board, the Board may, without notice remove
said Director and fill the vacancy as herein before provided.
ARTICLE IV: OFFICERS
The officers of
the Corporation shall consist of a President, Secretary, Treasurer,
and such Vice Presidents and additional officers as the Board of
Directors may, from time to time deem necessary. Any two or more
offices other than those of President and Secretary may be held by
the same person. Officers shall be appointed at the Annual Meeting
from among the members of the Board of Directors. Each officer shall
serve a term of one year or until their respective successors are
appointed and duly qualified. Vacancies in Board offices and any
newly created offices may be filled on an interim basis by the
President. until the next regular or special meeting of the Board of
Directors, at which time the Directors shall approve the interim
appointee or appoint a new appointee to the office. Any appointee
filling an unexpired term shall serve for the remainder: of the term
ARTICLE V: DUTIES OF OFFICERS
The President shall exercise general supervision over the affairs of
the Corporation, subject to review by the Board of Directors;
perform other duties customary to the office of President and
subject to the limitations imposed by the Articles of Incorporation
and the Board of Directors; preside at all meetings of the Board of
Directors and the Executive Committee; appoint the Chairpersons and
other members of all committees except when appointment or election
by the Board of Directors is otherwise required by these By-laws;
call special meetings of the Board or the Executive Committee
whenever deemed necessary or upon the written request of at least
two (2) members of the Board of Directors and execute all other
duties reasonably assigned him or her by the Board of Directors.
5.02: Vice President:
The Vice President shall exercise all power and authority of the
President in the President's absence; and sha1l perform all other
reasonable duties and responsibilities which may be assigned by the
President or Board of Directors.
The Secretary of the Corporation shall be responsible for recording
minutes of all meetings of the Board of Directors and the Executive
Committee and shall perform such other duties incident to the office
and as may be reasonable required by the President, Vice President
or Board of Directors.
The Treasurer of the Corporation shall have custody of the funds of
the Corporation, subject to such conditions and regulations as may
be prescribed by the Board. The Treasurer or his/her designee shall
execute all checks, draft, notes and other obligations of the
Corporation. The Treasurer shal1 be reasonable for the financial
records of the Corporation, shall keep full and accurate account of
all moneys and obligations received and paid, and shall in general
perform all duties inc to the office of Treasurer, subject to review
by the Board of Directors. The Treasurer shall submit written
reports of the financial condition of the Corporation to the Board
at regular intervals to be determined by the Board.
ARTICLE VI: COMMITTEES
6.01: Ad Hoc Committees:
The Board of Directors may, from time to time, create and establish
such committees with such powers and duties as may be deemed
necessary and advisable in conducting the business and affairs of
6.02: Standing Committees:
There shall be standing committees of the Corporation as follows
having the following responsibilities. All Board members shal1 be
required to serve on at least one standing committee at all times.
Not all committee members need be board members. Committee members
may come from staff, volunteers, Board members and/or independent
experts who wish to limit their volunteerism to a committee.
6.02 A: Executive Committee:
Committee of the Board shall be composed of the President, who shall
serve as its chairperson, the other officers of the Corporation and
one at-large member of the Board of Directors. The Executive
Committee shall have and exercise all the authority of the Board of
Directors except to approve: an amendment. to the Articles of
Incorporation, a plan or merger of consolidation, a sale, lease,
exchange, mortgage, pledge or other disposition of all, or
substantially all, of the property and assets of the Corporation,
the voluntary dissolution of the Corporation, or the reverification
of voluntary dissolution proceedings. Executive Committee shall meet
on an as needed basis as determined by the President.
6.02 B: Board Development/Nominating Committee:
The Board Development/Nominating Committee shall be composed of no
fewer than four (4) Directors. The chairperson shall be named by the
President The Board Development/Nominating Committee shall be
responsible for nominating persons for election to membership on the
Board of Directors and to prepare a slate of nominees to be
presented to the entire Board of Directors at its regular Annual
Meeting. No nomination may be made in any manner unless the consent
of the nominee has been secured in advance. Board
Development/Nominating Committee shall also be responsible for
developing educational programs for Directors.
6.02 C: Planning Committee:
The Planning Committee shall be composed of no fewer than four (4)
Directors. The chairperson shaI1 be named by the President. The
Planning Committee shall be responsible for annually updating the
Corporation's three-year plan and for evaluating periodically the
functioning of the Corporation's standing and ad hoc committees.
6.02 D: Financial/Fund Raising Committee:
The Financial/Fund Raising Committee shall be composed of no fewer
than four (4) Directors with the chairperson to be named by the
President. The Treasurer of the Corporation shall at all times serve
as a member of the Financial/Fund Raising Committee. The Committee
shall be responsible for raising funds for the support of the
operations of the Corporation and for assisting in determination of
the allocations requested by funding bodies.
6.02 E: Volunteer Recruitment Committee:
The Volunteer Recruitment Committee shall be composed of no fewer
than four (4) Directors with the chairperson to be named by the
President. The Committee shall be responsible for studying the
effectiveness of volunteer recruitment. The Committee shall also be
responsible for leading the volunteer recruitment effort.
6.02 F Staff Oversight Committee:
The Staff Oversight Committee shall be composed of no fewer than
four (4) Directors with the chairperson to be named by the
President. The Committee shall be responsible for the supervision of
the staff to include all personnel evaluations and review/revision
of human resource policies.
ARTICLE VII: FISCAL YEAR
The fiscal year
of the Corporation shall commence July I and end June 30 in each
calendar year, unless changed by appropriate resolution of the Board
of Directors. Expense and revenue budgets for the forthcoming year
will be submitted at the April board meeting for approval in June.
The expense budget should not exceed current reserves.
ARTICLE VIII: INDEMNIFICATION
may indemnify each person who is or was a Director, officer
employee, and agents of the Corporation, against such cost, expense
and claims and in the same manner as set forth in and to the full
extent permitted in Section 13.1-875, et seq., of the Code of
Virginia as amended, which Sections are hereby incorporated herein
and made a part hereof by reference, The power granted to the Board
by this Article VIII includes, as set forth in said statutory
provisions, payments to employ attorneys and purchase insurance to
fund the indemnification obligation.
ARTICLE IX: AMENDMENT
These Bylaws may
be amended, restated or repealed in any manner not inconsistent with
the Articles of Incorporation of the Corporation, at any meeting of
the Board of Directors; provided however that the proposed additions
or changes have been submitted in writing to all Directors not less
than seven (7) days prior to meeting at which such formal action is
to be sought.
(Original document signed)