BYLAWS OF Melvin Henry Center LTD

ARTICLE I – NAME, PURPOSE

Section 1: The name of the organization shall be Melvin Henry Center LTD.

Section 2: Melvin Henry Center LTD. is organized exclusively for charitable, scientific and educational purposes with specificals to provide vocational training, college preparatory, and other needs based education programs for adult learners and the elderly.

ARTICLE II – MEMBERSHIP

Section 1: General Membership shall be open to all dues paying members who have completed the required membership application and shall commence upon Melvin Henry Center’s receipt of an application fee and monthly dues. Dues and application fees are to be determined by the Executive Committee before the beginning of the fiscal year; temporary membership fees for participants in Melvin Henry Center programs are to be determined by committee and submitted to the Board of Directors for approval at the next scheduled Board of Directors meeting.

ARTICLE III – MEETINGs

Section 1: Meeting Times

The times, dates, and places of the regularly scheduled general membership and Board of Directors meetings shall be set by the Board of Directors and approved by the Executive Committee.

Section 2: Special Meetings.

Special meetings may be called by the Board of Directors, Executive Committee, or the Executive Director and shall be funded through Finance Committee fundraising initiatives. In cases of non-funding for Special Meetings, the Executive Director must personally provide reasonable efforts for the distribution of coffee, tea, and matching food items to the Board of Directors. One week advance notice in accordance to Executive Committee policies is required for all special meetings; special meetings of the Board of Directors requires a vote from the Executive Committee for establishing the guiding rules of order.

Section 3: Notice of Meetings

Notice of each meeting and its agenda shall be given to members of the Board of Directors and to the general membership by e- mail, not less than ten days before each tri-annual Board of Directors meeting.

ARTICLE IV – BOARD OF DIRECTORS

Section 1: Role of the Board

The Board is responsible for the overall policy and direction of the Executive Committee and defers all responsibility for day-to-day operations to the tenured Executive Director. The role of the Board of Directors in order of importance is to 1)approve the use of committee funds; 2) ensure the provision of no less than one seasonal community outreach project per year free to citizens of no less than 70 years of age; 3) actively promote the implementation of accredited literature and mathematics remediation programs, along with industry recognized certification projects that address community specific employment needs; 4) establish job requirements and minimum knowledge, skills, and abilities for the fulfillment of Melvin Henry Center LTD Board of Directors and Executive Committee memberships; and 5) develop and monitor the resources necessary for a continuous provision of applicable data resulting from Melvin Henry Center LTD investigations of peer reviewed education research and the implementation of community based programming. Board of Directors and Executive Committee members must be members in good standing with Melvin Henry Center LTD and advocate for the sustainability of Melvin Henry Center LTD. vocational and educational initiatives.

Size, Compensation:

The Board of Directors shall be comprised of no less than 3 and no more than 9 members consisting no more than 3 Melvin Henry employees and no more than 7 education and industry specialist. No members of the Board of Directors will receive compensation for fulfilling their duties as board members and some members of the Board of Directors will be stipend according to their participation in the development and implementation of Melvin Henry Center LTD. educational programs and community projects

Section 2: Board of Directors Meetings

The time and place of the Board of Directors meetings will be set forth by the Board of Directors and occur within the months of February, May, and November.

Section 3: Eligibility for Board Membership and Elections Procedures.

Eligibility for the Board of Directors membership include: 1) “member in good standing” status with Melvin Henry Center LTD; 2) Board of Directors vacancies; and 3) a personal history of professional success as an educator, tradesperson, financial advisor, retail marketer, or business manager. Members of Melvin Henry’s Board of Directors must be elected by a 90% vote of the current Board of Directors members.

Section 4: Terms of Board Membership and Elections

Melvin Henry Center LTD’s Board of Directors will consist of tenured and termed memberships; tenured memberships include the Executive Director, non-tenured memberships include Secretary, Treasurer, and Business Manager. Elected members shall serve for one 2 year terms and must be re-elected with 75% vote by mail in ballot before August 31. All Board of Directors members will receive no compensation for fulfilling their roles as members of Melvin Henry Center LTD.’s Board of Directors and shall be eligible for stipends associated with the roles and responsibilities of the Executive Committee.

Section 5: Quorum.

A quorum must be attended by the Executive Director and 2 Executive Committee members before business can be transacted or motions made or passed.

Section 6: Notice.

An official Board meeting requires that each Board member have written notice two weeks in advance and a verbal confirmation of attendance/non-attendance no less than 7 days before the scheduled meeting date; the general membership shall be made aware of Board of Directors minutes and general observations.

Section 7: Board of Directors Officers and Respective Duties.

The Board of Directors shall consist of five officers; the Executive Director, the Executive Chair, Vice Chair, Secretary, and Treasurer. Officers of Melvin Henry Center LTD Board of Directors shall receive reasonable travel and meeting expenses as defined by the Finance Committee and the Executive Committee.

Their duties of the officers are as follows:

The Board Chair shall support the Board of Directors’ identification, acquisition, and procurement of resources necessary for the development of Melvin Henry Center LTD.; shall convene and preside or arrange for other members of the Executive Committee to preside at regularly scheduled meetings in the following order: Vice-Chair, Secretary, Treasurer, and the Executive Director. The Board Chair shall receive stipends according to the availability of funds for ensuring the Board of Directors continued focus on Melvin Henry Center LTD.’s mission; enforcing program mandates enacted by the Executive Committee; and utilizing Roberts Rules of Order, or its equivalent, as a guide for conducting regularly scheduled Board of Directors meetings. The Board Chair shall be responsible for determining mutually beneficially locations for regular Board meetings and be elected for 2 years upon receipt of an 85% vote from the Board of Directors and Executive Committee.

Executive Director; shall support the Board of Directors’ identification, acquisition, and procurement of resources necessary for the development of Melvin Henry Center LTD. Programs; submit committee action plans to the Board of Directors for approval; provide the knowledge, skills, abilities, and qualifications necessary for the implementation of vocational training, college preparatory, and other needs based education programs for adult learners and the elderly; support the completion of Melvin Henry Center LTD. Executive Committee Mandates; serve as a point of contact for the Board of Directors and Executive Committee; and strive for Melvin Henry Center LTD’s acquisition of the sustainable resources necessary for a generational success of Melvin Henry Center LTD’s mission and mandates.

The Executive Director shall be nominated from a pool of qualified individuals resulting from open solicitations for employment, receive 100% vote from the Executive Committee before appointment from the Board of Directors with a 90% vote. Upon successful employment, the Executive Director shall receive stipends according to various committee responsibilities according to the availability of program and project funds. The Executive Director shall receive tenure after 2 consecutive years of outstanding performance as Executive Director for Melvin Henry Center LTD.

The Board Vice-Chair; shall support the Executive Directors completion of mandated tasks as defined by the Executive Committee and the Board of Directors and serve as a community advocate for individuals and communities in need of special education services. The Vice-Chair shall receive stipends according to their development and implementation of Melvin Henry Center LTD.’s educational programs and community projects while serving as a point of contact for the secretary, Treasurer, and Executive Director. The Board of Director’s Vice Chair shall support the development of Melvin Henry Center education programs and research as defined by the Board of Directors and the Executive Committee. The Vice Chair shall be nominated from Melvin Henry Center LTD.’s general membership, be elected by the board of Directors with 75% Vote, and receive stipends according to committee responsibilities and the availability of funds.

Executive Secretary; shall oversee the taking of minutes at all Board of Directors meetings, the sending of meeting announcements, the distributing of meeting agendas, and assuring that Melvin Henry Center LTD. records are maintained and available for public review. The Secretary shall also record the actions of the Melvin Henry Center LTD.’s general membership, the Executive Committee, and the Board of Directors. The Secretary shall be elected from nominations originating from Melvin Henry Center LTD.’s general membership and receive stipends according to committee responsibilities and the availability of program funds

Executive Treasurer shall serve as Finance Committee Chair and receive stipends according to committee responsibilities and the availability of funds. The treasurer shall also assist in the preparation of all Melvin Henry Center LTD. budgets, help develop fundraising plans, and make financial information available to Board members and the public and report to the Board of Directors during regularly scheduled meetings. The Executive Treasurer shall be elected from nominations originating from Melvin Henry Center LTD.’s general membership and receive stipends according to committee responsibilities and the availability of project funds

Section 8: Vacancies.

When the Board of Directors or the Executive Committee is in need of replacement members, nominations for vacant memberships may be presented to the Board of Directors by way of the Executive Chair 21 days before a regularly scheduled Board of Directors meeting. Nominations for vacant memberships shall be received from public solicitations for volunteers and/or employment, along with nominations from the general membership and Executive Committee; nominees for vacant Board of Directors and Executive Committee membership shall be referred to the Executive Committee’s Nominee Review process after with an 80% vote of confidence from the Board of Directors.

Upon completion of the Executive Committee Review, the Board of Directors will then publically vote during a regularly scheduled meeting on the recommendations for proposed nominees. These vacancies will be filled only at the end of particular Board member’s term or resignation.

Section 9: Resignation, Termination and Absences:

Resignation from the Board must be in writing and received by the Secretary. A Board member shall be dropped for excess absences from regularly scheduled Board of Directors meetings, receives a 100% vote of non-confidence from the Board of Directors and the Executive Committee. A Board member may be removed for other reasons by a 100% vote of the remaining members of the Board of Directors and the Executive Committee.

ARTICLE V – COMMITTEES

Section 1: Executive Committee Mandates

The Executive Committee is mandated to develop and maintain sustainable and continuous sources of program funding and shall actively advocate for the implementation of vocational training, college preparatory, and other needs based education programs within the community; the Executive Committee is also mandated to advocate for the creation of community based educational initiatives that address community specific need. The Executive Committee shall seek the guidance and approval of the Finance Committee and the Board of Directors when determining the use of allocated funds. The Executive Committee is to be chaired by the Executive Director.

Section 2: Executive Committee Membership and Officers of the Board

Officers of the Board may serve as Directors of the Executive Committee; the Director of each committee shall have one vote per Directorship as Officers for Melvin Henry Center LTD’s Board of Directors. The Executive Committee and Officers of the Board are charged with ensuring the creation and implementation of committee mandates and contributing to the Board of Directors’ identification and acquisition of funding sources. Except for the power to amend the Articles of Incorporation and Bylaws, the Executive Committee shall have all of the powers and authority of the Board of Directors in the intervals between meetings of the Board of Directors and is subject to the direction and control of the Executive Director.

Section 3: Finance Committee.

The finance committee shall consist of no less than one Certified Public Accountant and may include 2 members of the Board of Directors; the Finance Committee shall not include members of the Executive Committee; the Treasurer is Chair of the Finance Committee and shall be a Certified Public Accountant who is to receive stipends according to committee responsibilities and the availability of funds.

The Treasurer is charged with 1) identifying, implementing, and maintaining responsible fiscal procedures that are in the best interest of Melvin Henry Center LTD.’s mandated programs and projects; 2) provide professional services to Melvin Henry Center LTD.’s Finance Committee during fundraising campaigns; and guiding the Finance Committee through the presentation of an annual budget to the Board of Directors. The Board must approve the budget, and all expenditures must be within the budget. Any major change in the budget must be approved by the Board or the Executive Committee. The fiscal year shall be the calendar year. Annual reports are required to be submitted to the Board showing income, expenditures and pending income. The financial records of the organization are public information and shall be made available to the membership, Board members and the public.

ARTICLE VI – AMENDMENTS

Section 1:

These Bylaws may be amended when necessary by a two-thirds majority vote of the Board of Directors. Proposed amendments must be submitted to the Secretary to be sent to the Executive Committee for approval before a vote before the general election.

These Bylaws were approved at a

meeting of the Board of Directors of _____________ on

_______________________, 20XX.