BYLAWS OF THE SEXUAL AND PHYSICAL
ABUSE RESOURCE CENTER TNC.
(dated) OCTOBER 1992
I.ARTICLE 1 CORPORATE YEAR
A. The corporate year shall run from July 1 to June 30.
II.ARTICLE 11 MEMBERSHIP
A. Membership Fees: Any person or organization may become
a member of the corporation by paying an annual
membership fee. Membership fees shall be set by the
Board of Directors. At its discretion, the Board may
waive the membership fee.
B. When Payable: Membership fees shall be payable at the
beginning of each corporate year, July 1st.
C. Record of Members: It shall be the responsibility of
the Secretary of the corporation to ensure that a
current record of the names and addresses of all
members of the corporation is kept.
III.ARTICLE 111 BOARD OF DIRECTORS
A. Number: The Board of Directors shall consist of no
fewer than five and no more than 17 persons.
B. Duties: The Board of Directors has the ultimate
authority and responsibility for the operation of the
corporation. The Board of Directors shall hire the
Executive Director, develop policies for the
corporation, and raise necessary funds. Each board
member is expected to be committed to the goals of the
corporation, to attend Board meetings regularly and to
be actively involved in at least one Committee of the
Board of Directors.
C. Diversity: to the full extent possible, the members of
the Board should represent:
1. battered and formerly battered women
2. diverse sexual orientations, socio-economic,
racial and ethnic groups
3. diverse areas of expertise relevant to the
4. diverse geographic areas within the operating area
of the corporation
5. members of both sexes
D. General Board Members
1. Number There shall be no fewer than 5 and no
more than 17 general Board Members
2. Qualifications General Board Members must be
members of the corporation.
3. Terms of Office All General Board Members shall
be elected for a term of office of two years
provided that nothing herein shall be construed to
prevent the election of Directors to succeed
4. Selection Process for General Board Members
a. End of Term and Middle of Term Vacancies and
Unexpired Terms The process specified below
shall be used whenever vacancies occur or are
anticipated. General Board Members selected
to fill vacancies shall serve two years from
the time appointed.
b. Board Members Whose Terms are Expiring and
Who Wish to Continue to Serve Each year, on
or about two months prior to term expiration,
Board Members will be asked by the President
to state whether they wish to continue as
Board Members. Those Board Members who wish
to continue will automatically be nominated
for an additional two year term on the Board.
c. Board Member Selection The Nominating
Committee, consisting of at least three
members of the Board of Directors, shall be
responsible for nominating eligible and
interested persons to fill existing or
anticipated vacancies on the Board of
Directors. The Nominating Committee may
nominate as many persons as there are
existing or anticipated vacancies.
d. Criteria for Nominee Selection In selecting
Board nominees, the Nominating Committee
shall attempt to achieve maximum diversity in
the types of individuals who serve on. the
Board, as described in Section 111 (c) above.
e. Time Table The Nominating Committee shall
attempt to complete its work as soon as
possible after it has notice of existing or
5. Election Process for General Members -
General Board Members shall be elected by a
majority vote of the Board Members present at a
duly constituted Board Meeting. Upon the request
of any Board Member, the election of Board Members
shall be by secret ballot.
E. Board Member Representing Shelter Volunteers
1. Election One member of the Board shall be an
active volunteer at the corporation's shelter. A
qualified person shall be nominated by the
Executive Director. The person nominated will be
seated on the Board upon the approval of a
majority of the Board Members present at a duly
constituted Board Meeting.
2. Term of Office The Shelter Volunteer Board
Member shall serve a two year term, to start on
July 1st or whenever a vacancy occurs.
3. General Board Membership This subsection in no
way precludes an active shelter volunteer from
being elected to the Board as a General Board
Member under subsection 111 (D) above.
F. Board member Representina Program Participants
1. Election One member of the Board should be a
current or former participant in one or more of
SPARC'S programs as a battered or formerly
battered woman. A qualified person should be
nominated by the staff to the Executive Director.
The person nominated will be seated on the Board
upon the approval of a majority of the Board
members present at a duly constituted Board
2. Term of office The Program Participant Board
Member shall serve a two-year term, to start on
July 1, or whenever a vacancy occurs.
3. General Board Membership This subsection in no
way precludes a program participant from being
elected to the Board as a General Board Member
under subsection 111 (D) above.
G. Quorum A majority of actively serving Board members
constitute a quorum. Valid board action may be taken
only if a quorum is present.
H. Frequency of Board Meetings Notice Board meetings
shall be held at least quarterly. The Secretary of the
corporation should, whenever possible, send Notice of
Board Meetings, along with an agenda, to all Board
Members at least five days before each meeting.
I. Removal of Board Members
1. Good Cause Members of the Board may be removed
for good cause. Good cause shall include, but is
not limited to, failure to attend Board meetings
(see subsection I (2) below).
2. Failure to Attend Board Meetings Failure to
attend-three consecutive Board meetings or three
meetings during a six month period, shall
constitute good cause and be grounds for removal
from the Board, unless extraordinary circumstances
would make such a removal unjust. Extraordinary
circumstances do not include other commitments
which have prevented the Board member's
3. Notice of proposed Removal Removal of a Board
Member.-jay be proposed at any time by any other
Board member, so long as the seven day notice
requirement contained herein can be accomplished.
At least seven days before the Board meeting, at
which removal will be proposed, a notice shall be
mailed to all members of the Board, including the
Member whose removal is at issue. The notice
shall state, in as much detail as possible, the
reasons for the proposed removal.
4. Removal Discussion & Vote A Board member shall
be removed if'two thirds of the Board Members
present at the meeting vote in favor of removal.
The Board Member whose removal is proposed may
attend the Board meeting at which a removal vote
is to be taken and may, if she or he desires,
participate fully in any discussion of the
J. Rules of Order Board meetings shall be conducted in
accordance with Roberts Rules of Order.
K. Executive Committee The Executive Committee of the
corporation shall consist of four officers of the
corporation ( President, Vice President, Secretary and
Treasurer). The Executive Committee is empowered to do
all acts which would be within the power of the full
Board. However, the Executive Committee, should
possible, as in emergencies or when time is of the
essence. The Executive Committee shall report any
actions it has taken at the next full Board meeting.
Such action may then, where appropriate, be subject to
ratification or modification by the full Board.
L. Committees The Board performs its functions through
the use of committees as follows:
b. Fund Raising
-The functions of each committee will be
charged to that committee by the Executive
Committee. Special committees may be
appointed by the Executive Committee as
necessary. Committees shall not act on
behalf of the corporation unless specifically
authorized to do so by the full Board.
IV. ARTICLE 1V OFFICERS
A. Enumerated The Corporation shall have four officers
who are as follows:
a. a President
b. a Vice-President
c. a Secretary
d. a Treasurer
B. Conditions of Office
1. Eligibility required to be President All
officers shall be members of the Board of
Directors. In order to be eligible to be
President, a person must have served on the Board
at least nine-months as of the time of his or her
2. Non-Duplication of Office No person may hold
more than one office at one time.
3. Term of Office Officers shall serve a term of
two years, beginning on July 1. The terms of all
officers shall run together (i.e.- there is no
staggering of officers' terms). There shall be no
limitation on the number of terms an officer may
4. Unexpired Terms Officers selected to fill
vacancies shall serve out the remaining term of
the person they have replaced.
C. Duties The Officers' duties shall be as follows:
1. President The President shall be the chief
officer of the corporation. The President's
duties shall include: presiding over Board and
general membership meetings, leading Board
activities and acting as primary liaison between
the Executive Director and the Board.
2. Vice-President The Vice-President shall serve as
President elect and will succeed to the office of
President automatically when the President's term
expires. The Vice-President shall assume the
President's duties at any time when the President
is unable to do so (including presiding over
meetings in the President's absence) and shall
assist the President in the performance of the
3. Secretary In addition to the duties specified
above (such as sending cut notices of meetings and
keeping membership records), the Secretary shall
have custody of and be responsible for maintaining
all corporate records except financial records,
and shall record and distribute to the Board, the
minutes of the Board meetings.
4. Treasurer The Treasurer shall have
responsibility for the financial records of the
corporation and for maintaining the financial
well-being of the corporation, including budget
preparation, fund raising, and liaison between the
Executive Director and the board on financial
5. Presiding Officer The Presiding Officer at each
Board meeting shall vote only in order to break a
6. Vice-President becoming President If the
President is unable to serve out a full term of
office, the Vice-President shall automatically
become the President for the remaining months of
the President's term. If the Vice-Fresident
assumes the Presidency under this subsection, the
Board, at its discretion, may select a new
President Elect in accordance with the election
procedure, established in subsection IV (D) below.
If the Vice-President declines to assume the
Presidency, a new President shall be elected in
accordance with the procedure established in
D. Election of Officers
1. Nominations On or about March 1, prior to the
expiration of the officer's terms, nominations
will be taken for all offices. Nominations of
eligible and interested Board members will be
taken from the floor at a properly convened Bo-ard
Meeting. Self-nomination is permitted.
Nominations may also be taken at the meeting,
specified in section IV (D) (2) below, at wnich
officers are elected.
2. Election Procedure Election of officers shall
occur on or about May 1 of the year preceding the
expiration of the officers' terms. Election will
be by a majority of Board members present at a
properly convened Board meeting. Thus, if more
than two persons are nominated for a particular
office, a series of ballots may be necessary.
Upon the request of any Board member, the election
of officers shall be by secret ballot.
3. Transition During the period between the
election of officers and July 1, outgoing and
incoming officers will work together to insure a
4. Officer Vacancies If a mid-term vacancy for an
office other than the President (see section IV
(C) (6) above) should occur, the procedure
followed shall be as specified in subsections IV
(D) (1) and (2) above, except that no waiting
period between the beginning of nomina:ions and
the election of the new officer is required.
V. ARTICLE V THE EXECUTIVE DIRECTOR
A. The Board of Directors shall hire an Executive
Director. The Executive Director shall serve at che
pleasure of the Board. The Executive Director's salary
and benefits shall be established by the Board of
B. The Executive Director's duties are stated in the job
description of the Executive Director and are included
in the Personnel Handbook.
C. The Executive Director will keep the Board of Directors
informed of the activities and functions of the
corporation through periodic reports as requested by
the Board and not fewer than one per quarter.
VI. ARTICLE VI AMENDMENTS TO THE ARTICLES OF INCORPORATION
A. Procedure In accordance with Article X of the
Articles of Incorporation, the Articles may be
amended at any general or special meeting of the
Board of Directors by an affirmative vote of two -
thirds of the Directors presents.
B. Notice Notice of the proposed change shall be sent
to all Board members at least seven days prior to
the meeting at which the amendments) are to be
considered. The responsibility for sending the
prescribed notice rests with the Secretary for the
VII. ARTICLE VII AMENDMENTS TO THE BY LAWS
A. Procedure In accordance with Article 1X of the
Articles of Incorporation, these by laws may be
amended at any regular or special meeting of the
Board of Directors by an affirmative vote of a
majority of the Directors present.
B. Notice Notice of the proposed change in the by -
laws shall be sent to all Board Members at least
seven days prior to the meeting at which the
amendments) are to be considered. The
responsibility for sending the prescribed notice
rests with the Secretary of the Corporation.
VIII. ARTICLE VIII AMENDMENT TO THE BOARD OF DIRECTORS
A. NOTICE Notice of change to by laws Article III,
Section D-1 voted on and past by Board of Directors
on September 18, 1995. There shall be no fewer than
5 or no more that 20 general Board Members. Section
previously read 17.