CODE OF
REGULATIONS
THE
BOARD OF TRUSTEES OF TARRY HOUSE, INC.
Article 1. Name of the Organization
The name of this organization shall be the Board of Trustees
of Tarry House, Inc.
Article 11. Purpose and Power
Section 1
It shall be the purpose of the Board of Trustees to govern
and oversee the operation of not for profit residential and/or treatment
facilities and respite facilities for citizens within
Section 2
All powers and authority shall be exercised by the Board of
Trustees, except as otherwise provided by law, the Articles of Incorporation or
these Regulations. The Board will
primarily be involved with policy, planning, and monitoring results; the
operation of the program will be through the Executive Director and staff. The
Executive Director shall run the organization in accordance with all applicable
accreditation, licensing standards and funding bodies.
Section 3
The Board of Trustees shall approve policies submitted by
the Executive Director and shall make sufficient resources are available, such
as, funds, staff, equipment, supplies, and facilities, to assure that the
program is capable of providing appropriate and adequate services to residents.
Section 4
The Board of Trustees will monitor Client Rights and Client
Grievances through the Executive Director and the assigned Clients Rights Advocate(s). Fair employment practices and Personnel
Grievances will be monitored through the Executive Director and the Board’s
Personnel Committee.
Article 111. Membership
Section 1
The Board of Trustees shall be composed of up to twenty
members.
Section 2
Each Trustee may be elected to two-year term to be elected
and assume office at the annual meeting in September. Trustee applications and nominations may be
made at any regular meeting, as long as there are less than the maximum twenty
(20) trustees. In this event,
applications and nominations may be submitted, but new trustees may not begin
serving on the board until there is a vacancy on the board. New trustees may begin serving on the board
at the first regular meeting following nomination and an affirmative vote from
the existing trustees.
All Trustees shall be elected from nominations provided by a
Membership Committee appointed by the President of the Board of Trustees. Names shall be provided at any regular
monthly meeting. The Membership
Committee shall review completed Membership Nomination Form, contact the
nominee, provide the nominee with a Board Application, conduct an interview and
then make recommendations to the Board of Trustees.
At the Annual Meeting, any member may nominate other persons
for the Office of Trustee provided prior consent to serve has been obtained and
provided the name has been submitted in writing to the Membership Committee at
least two weeks in advance. Election
shall be by ballot at the Annual Meeting in September. Where there is but one nominee for an office,
it shall be in order to move that the Secretary cast the elective ballot for
the nominee.
Section 3
Persons with outstanding service may be elected as honorary
ex-officio, members serving in an advisory capacity.
Section 4
The Executive Director of Tarry House, Inc. shall serve,
Ex-officio, as a member of the Board of Trustees.
Section 5
Eligibility for Membership of the Board shall require that
the person have knowledge and experience to benefit Tarry House, abide by the
Rules and Regulations, and be present at regularly scheduled Board Meetings. Board of Trustee Members shall make their
best efforts to attend all of the regularly scheduled committee and Board Meetings. Missing ½ of the regularly scheduled meetings
may be grounds for removal from the board.
Missing a full year of board
meetings shall be cause for dismissal from the board. The President of the Board of Trustees shall
contact absent members to determine their continued interest in remaining a
member of the Board. No person shall be
excluded from Board Membership based upon race, color, creed, religion,
national origin, sex, age or handicap.
Section 6
Paid staff and Board Members of the
Section 7
Board Members shall sign Confidentiality, Conflict of
Interest and Code of Ethical Behavior Statements on an annual basis. Board Members shall be required to disclose
conflicts of interest to the Board of Trustees, including but not limited to,
conflicts of interest arising from the receipt of services from Tarry House,
Inc. by relatives of Board Members or business interests of Board Members, and
shall be required to abstain from voting on all issues regarding which such
conflicts exists.
Section 8
The Board of Trustees will strive to maintain consumer
representation on the Board.
Section 9
The Trustees shall receive individual orientations to Tarry
House, Inc. and provide opportunities for continuing education and information.
Article IV. Officers and their Election
Section 1
The Officers of the Board of Trustees shall be President,
Vice President, Secretary, and Treasurer.
They shall be elected by the Board of Trustees and assume office at the
Annual Meeting in September. Terms of
office shall be two years. A minimum of
one more year can be approved with approval of 75% of the Board Membership. Ideally, the Officer’s terms should be
staggered as to allow for continuity within the office.
Section 2
Nominations for all elective offices shall be made by a
nominating committee consisting of three members, to be elected at the regular
meeting in August, plus input from the Executive Director. The committee shall recommend a slate of
officers at the regular meeting in August after having obtained the prior
consent of all persons to be nominated.
Additional nominations may be made from the floor provided the consent
of each candidate has been obtained.
Election shall be by ballot at the Annual Meeting in September. Where there is but one nominee for an office,
it shall be in order to move that the Secretary cast the elective ballot for
the nominees.
Section 3
Vacancies in an office shall be filled by the Executive
Committee at its next regular meeting, due notice of such election having been
given. Persons so elected shall serve
until the expiration date of the original term of office.
Section 4
The Board of Trustees may elect outstanding citizens of the
community to serve as Honorary members who shall serve ex-officio as members of
the Executive Committee.
Article V. Duties of Officers
Section 1
The President shall preside at all general and Executive
Committee meetings. The President shall
appoint committees and Chairpersons of committees. The President shall be an ex-officio member
of all committees with the exception of the nominating committee, of which the immediate
past President shall serve as a committee member. If the immediate past President is no longer
on the Board, the Membership Committee Chair shall select the “chair”. The President
shall perform all such duties as are incident to the office or are required by
the Board of Trustees.
Section 2
The Vice President may serve as the President of the
Membership Committee. In the absence of
the President, the Vice President shall assume the duties of the office. The Vice President shall perform other such
duties as the Board of Trustees may designate.
Section 3
The Treasurer will serve as President of the Finance
Committee, which shall assist in the formulation of the Annual Budget and
supervise operation expenses of Tarry House, Inc. In addition to the Treasurer other members of
the Board of Trustees shall be authorized to counter sign all checks. The Treasurer shall perform other such duties
as the Board of Trustees may designate.
Section 4
The Secretary shall take minutes from monthly Board Meetings,
notify members of scheduled meetings and shall perform other such duties as the
Board of Trustees may designate.
Article VI. Meetings and Quorums
Section 1
Monthly meetings of the Board of Trustees shall be held at
the office of the Corporation or at such other place as may be designated in
the
Section 2
Annual meetings of the Board of Trustees shall be held at
the office of the Corporation or at such other place as may be designated in
the
Section 3
At all meetings of the Board of Trustees, at least 75% “yes”
votes of the Trustees present shall constitute a quorum for the transaction of
business and the acts of the majority of the Trustees present at such a meeting
shall be the acts of the Board of Trustees.
Section 4
The Board shall maintain an open meetings policy, which may
be amended as needed and only in compliance with current sunshine laws.
Article VII. Executive Committee
Section 1
The Executive Committee shall consist of the elected
officers. The Executive Director and any
Honorary Vice President shall serve as ex-officio members. The members of the Executive Committee shall
serve until their successors are elected.
Section 2
The duties of the Executive Committee shall be to transact
necessary business in the intervals between regular meetings of the Board of
Trustees. It shall present to the Board,
for ratification, all proposed major changes in activities. The minutes of all Executive Committee
meetings shall be read at the following meeting of the Board of Trustees.
Section 3
The President of the Board of Trustees shall call meetings
of the Executive Committee at his/her discretion.
Section 4
A majority of the members of the Executive Committee shall
constitute a quorum.
Article VIII. Committees
All Board Members must actively participate on at least one
(1) committee per Board year. All
Committees must meet on an as needed basis, but at a minimum of once a year.
Section 1 The
Standing Committees shall be:
A. Finance
B. Personnel
C. Membership
D. Building
and Grounds
E. Long
range Planning
F. By-Laws
G. Fundraising
H. Nominating Committee
Section 2
The Standing Committee shall be appointed by the President
of the Board of Trustees. Special
Committees shall be appointed by the President of the Board, as the need
arises.
Section 3
Duties of Standing Committees, as follows:
Each committee shall have any other duties as may be
required by the Board or the Tarry House, Inc. Board President.
Section 4
All Committee Chairpersons shall keep accurate written
minutes of their activities which will be distributed to the full Board at the
next Board Meeting.
Article IX. Amendments and Rules of Order
Section 1
This Code of Regulations may be amended, at any regular
meeting of the Board of Trustees, by a two-thirds vote of the members present
and voting, provided notice of the proposed amendment shall have been given or
mailed to each member at least one week prior to the date of the meeting.
Section 2
Robert’s Rules of Order, revised, shall govern the Board of
Trustees of Tarry House in all cases in which they are applicable and in which
they are not in conflict with the Code of Regulations.
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