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BY-LAWS OF

EXPRESS CARE, INC.

 

(As of May 1, 2003)

 

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 of

Incorporation of 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

 

Section 3.01 Function: 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.

 

Section 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.

 

Section 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.

 

Section 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.

 

Section 3.05: Vacancies: 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 Directors.

 

Section 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.

 

Section 3.07: Quorum: 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.

 

Section 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 being filled.

 

ARTICLE V: DUTIES OF OFFICERS

 

Section 5.01: President: 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.

 

Section 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.

 

Section 5.03: Secretary: 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.

 

Section 5.04: Treasurer: 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

 

Section 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 the Corporation.

 

Section 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.

 

Section 6.02 A: Executive Committee: The Executive 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.

 

Section 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.

 

Section 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.

 

Section 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.

 

Section 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.

 

Section 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

 

The Corporation 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.

 

____________________

Secretary

(Original document signed)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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