BY LAWS
Bylaws of Autism Spectrum on the Emerald Coast, Inc.
Article I – Name and Location
Section 1. Name: The name of this organization shall be Autism Spectrum on the Emerald Coast, Inc. This is a 501(C) (3) designated organization with a designated EIN group exemption number of 81-3993421. The name of Autism Spectrum on the Emerald Coast, Inc. hereafter may be referred to as ASEC, Inc.
Section 2. Logo: The Autism Spectrum on the Emerald Coast, Inc. logo is copyrighted and the copyright rests with the ASEC, Inc. Board of Directors. Use of the logo by any third party requires the written permission from the ASEC, Inc. Board of Directors.
Section 3. Office: The principal place of business of Autism Spectrum on the Emerald Coast, Inc. is St Jude’s Episcopal Church, 200 Partin Drive, Niceville, FL, 32578, Room C1.
Article II – Statements and Purpose
Section 1. Mission Statement: To serve as the leading voice and resource of the local autism community.
Section 2. Vision Statement: Autism Spectrum on the Emerald Coast, Inc. intends on raising community awareness while providing support for individuals with autism and their families through outreach opportunities, educational programming, and providing inclusion opportunities within schools and the community.
Section 3. Purpose: Autism Spectrum on the Emerald Coast, Inc. is organized exclusively for charitable and educational purposes, to ensure that all individuals affected by autism will be fully included within their community.
ARTICLE III - Membership
Section 1. Eligible for Membership: Any person may be admitted to chapter membership upon receipt of their membership form and annual membership fee. Annual membership fees will be set by the Board. ASEC, Inc. reserves the right to deny membership to any person or persons that they know has a prior history of being disruptive, divisive, or has shown a general lack of respect to the leaders of the other organization.
Section 2. Revocation of Membership: Membership can be rescinded for good cause for actions made in person or on social media and may be revoked based on good cause by a majority vote of the Board. The Secretary, shall within 2 days, serve upon such member written notice via email, social media, telecommunication, or written letter and shall be effective immediately. The revocation will be permanent unless otherwise determined by the Board.
Article IV - Board of Directors
Section 1. Board Role: The Board is responsible for overall policy and direction of the organization as well as responsibility for day-to-day operations. The duties of the Board also include creating standing rules and policies, creating standing and temporary committees, preparing and submitting a budget, approving routine bills.
Section 2. Board Size: The Board shall have up to ten members but not fewer than five members.
Section 3. Board Compensation: The Executive Director is the only Board member who receives compensation. All Board members may receive reasonable expenses approved by the Board.
Section 4. Meetings:
a. Regular meetings: The Board shall meet bi-monthly, on the first Monday. An official Board meeting requires that each Board member have notice 7 days in advance for a regular scheduled board meeting. Notice can be given either in writing, via email or by phone call.
b. Annual Strategic Meeting: The date of the annual strategic planning meeting will be held in October. The Board of Directors will set the time and place which will be provided to all members at least 7 days prior to date of the meeting. Planning will be done for the upcoming calendar year at this meeting.
Section 5. Special Meetings: Special meetings may be called by two Board members with a 48 hour notice.
Section 6. Quorum. A quorum must be attended by at least 1/2 of the Board members plus one before business can be transacted or motions made or passed. Votes may only be held via email if the following conditions are met: when a decision must be made within a 72-hour period and scheduling conflicts prevent the Board members from meeting in person or all Board members agree to an email vote.
Section 7. Elected Officers. The officers shall be President, Vice President, Secretary, and Treasurer and shall preside over meetings in the order listed. Any two offices, except those of President and Secretary, may be held by the same person. Officers shall be elected at the Annual Strategic Meeting in October.
Duties: Duties for each elected Executive Officer position are:
I. President: The President shall preside over meetings of the organization, serve as the primary contact for the organization, represent the
organization at meetings outside the organization, serve as an ex officio member of all committees except the nominating committee, and
coordinate the work of all the officers and committees so that the purpose of the organization is served.
II. Vice President. The Vice President shall assist the President and carry out the president’s duties in his or her absence or inability to serve.
The Vice President will chair committees on special subjects as designated by the committee.
III. Secretary. The secretary shall keep all records of the organization, take and record minutes of meetings, prepare the agenda, handle
correspondence and send notices of meetings to the membership. The secretary also keeps a copy of the minute’s book, bylaws, rules,
membership list and any other necessary supplies and brings them to meetings in the master binder.
IV. Treasurer. The treasurer shall receive all funds of the organization, keep an accurate record of receipts and expenditures, and pay out funds
in accordance with the approval of the Board of Directors. He or she will present a financial statement at every meeting and at other times of
the year when requested by the executive board, and make a full report at the end of the year.
Section 8. Terms: Board members shall serve 2 years but may be re-elected.
Section 9. Executive Director: The Executive Director is the only paid position in ASEC, Inc. The Executive Director is appointed by the elected officers of the Board of Directors. The Executive Director shall be reappointed annually by the Board. The Executive Director’s duties include the following:
a. Manages the day to day business operations of the organization including signing any deeds, mortgages, bonds, contracts, or other instruments
which the Board has authorized to be executed. Maintains the office and a working relationship with the landlord.
b. Communicates with members and clients.
c. Serves as chairman of all fundraising events. This responsibility for any given event may be delegated to another volunteer with the approval of
the Board.
d. Manages all organizational programs. Responsible for securing enough volunteers to support all programs.
Section 10. Vacancies: When a vacancy on the Board exists, nominations for new members may be received from present Board members two weeks in advance of a Board and/or special meeting. These nominations shall be sent out to Board members with the regular Board and/or Special meeting announcement, to be voted upon at the next Board and/or Special meeting. These vacancies will be filled only to the end of the particular Board member’s turn.
Section 11. Resignation: Resignation from the Board must be in writing and received by the Secretary at least 30 days prior to the effective date of the resignation.
Section 12. Termination: The Board may terminate a member if he/she has two unexcused absences from Board meetings in a year. A Board member may be removed for other reasons by a 3/4ths vote of the remaining Board members.
Section 13. Committees: Committees consist of Board Members with the President and Executive Director acting as an ex officio member of all committees.
a. Standing Committees. The following committees shall be held by the organization:
I. Event Chairman: Event chairman will be responsible for the overall planning and execution of their respective event.
II. Publicity Committee: The publicity coordinator will create and publish a quarterly newsletter, create flyers, posters, handouts, etc. to
advertise on behalf of the organization and assist with the marketing of all activities and events sponsored by the organization.
III. Finance Committee: The treasurer is chair of the finance committee. The finance committee includes at least one other Board member. The
Finance committee is responsible for developing and reviewing fiscal procedures, creating an annual budget with coordination of the
Executive Committee and approval from the Board of Directors. The Board must approve the budget and all expenditures within. Any major
change must be approved by the Board. 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 of Directors, and the public.
IV. Research & Grants Committee: The grants committee will actively pursue grant opportunities to further the mission of the organization.
b. Additional/Termination of Committees. The Board may appoint and terminate additional committees as needed.
Article V – Finances
Section 1. Budget: A budget shall be drafted during the Annual Strategic Meeting in October and approved by a majority vote of members present.
Section 2. Records: The Treasurer shall keep accurate records of any disbursements, income and bank account information.
Section 3. Division of Duties:
a. President: reviews and approves all financial reports, reviews and approves annual budget, reviews all vouchers and invoices for those checks which
require his/her signature & acts as a second signatory on checks.
b. Vice President: reviews and approves all financial reports, reviews all vouchers and invoices for those checks which require his/her signature,
reviews all bank reconciliations & acts as a secondary signatory on checks.
c. Treasurer: processes all receipts & disbursements, develops the annual budget with input, prepares all financial reports, and reconciles the bank
account and double checks all reimbursement requests against receipts provided.
d. Bookkeeper: The Board has the option of hiring a bookkeeper to assist the treasurer with the professional aspect of the finances of the
organization.
Section 4. Cash Disbursement Procedures: The Board shall approve all expenses of the organization via a budget for each activity and event sponsored by the organization and all expenditures must be preapproved in each said budget. The treasurer is responsible for the preparation of disbursements. A disbursement and reimbursement request can be made via email or hard copy. Receipt must be received by the treasurer before reimbursement will be made. Disbursements greater than $500.00 will be approved at a regular meeting of the Board.
Section 5. Reconciliations:
a. Cash Flow: ASEC, Inc. is to maintain a minimum of ten percent (10%) of the operating budget in its bank account at all times. In the event that
balances fall below that amount, the President should be notified immediately.
b. Bank Reconciliations: The Treasurer or bookkeeper should reconcile the account promptly upon receipt of the bank statements. Completed bank
reconciliations should be reviewed by the Board at the regular meeting.
Section 6. Mileage Reimbursement: Mileage will be reimbursed at $.45 per mile for executive committee members conducting ASEC, Inc. business. ASEC, Inc. business includes but is not limited to conferences, ASEC, Inc. events (not including regular meetings), and miscellaneous support for ASEC, Inc. causes. Requests for reimbursement must be made to the Treasurer with the standard expense reports. Supporting documentation will be filed by the Treasurer.
Section 7. Financial Reporting:
a. Regular meeting: The Treasurer should prepare a set of monthly financial reports for distribution to the Board. The reports should include a
balance sheet, a statement of income and expenses, and a budget-to-actual report.
b. Year-End Fiscal Report: At fiscal year-end, a year-end report should be prepared summarizing the total income and expense activity for the year. A
balance sheet should be prepared as of December 31 and should be attached to the income and expense report. This report will be reviewed at the
January regular meeting.
Section 8. Expense Card Holders: Those authorized to be in possession of an organizational expense card are: President, Vice-President, Treasurer and Executive Director.
Section 9. Accounting Year: The fiscal year shall coordinate with the calendar year.
Section 10. Annual Meeting Checklist:
a. The Board shall approve any new and necessary bank accounts.
b. The Board shall approve new signers to each bank account. As required, new signers shall complete the appropriate signature cards.
c. All financial institutions should be notified of any changes to the authorized signers of the accounts within 5 business days following the annual
meeting.
d. Name, address, and telephone directory of new elected officers will be obtained for the Treasurer.
e. A review of the current operating procedures will be accomplished.
f. The Board shall develop and approve an annual budget for the upcoming year.
Article VI – Parliamentary Authority
Robert’s Rules of Order shall govern meetings when they are not in conflict with the organization’s by-laws. A parliamentarian may be appointed as necessary and if requested by the Board of Directors.
Article VII – Standing Rules
Standing rules may be approved by the Board of Directors, and the Secretary shall keep a record of the standing rules for future reference.
Article VIII – Limitations & Dissolution
Section 1. Limitations: No part of the net earnings of the organization shall inure to the benefit of, or be distributable to its members, trustees, officers, or other private persons, except that the organization shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth within these by laws. No substantial part of the activities of the organization shall be the carrying on of propaganda, or otherwise attempting to influence legislation and the corporation shall not participate in, or intervene in any political campaigning on behalf of or in opposition to any candidate for public office. Notwithstanding any other provision of these articles, the organization shall not carry on any other activities not permitted to be carried on (a) by an organization exempt from federal income tax under section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code, or (b) by a corporation, contributions to which are deductible under section170(c)(2) of the Internal Revenue code, or the corresponding section of any future federal tax code.
Section 2. Dissolution: Upon the dissolution of the organization, assets shall be distributed for one or more exempt purposes within the meaning of section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code, or shall be distributed to the federal government, or to a state or local government, for a public purpose. Any such assets not so disposed of shall be disposed of by a Court of Competent Jurisdiction of the county in which the principal office of the organization is then located, exclusively for such purposes or to such organization or organizations, as said Court shall determine, which are organized and operated exclusively for such purposes.
Article IX – Amendments
Section 1. By-Law Amendment: These By-Laws may be amended when necessary by a 2/3 majority of the Board of Directors. Proposed amendments must be submitted to the Secretary to be sent out with regular announcements.
These Bylaws were approved at a meeting of the Board of Directors of Autism Spectrum on the Emerald Coast, Inc. on 11 October, 2016.
Conflict of Interest Policy of Autism Spectrum on the Emerald Coast, Inc.
Section 1. Purpose. The purpose of the conflict of interest policy is to protect this tax-exempt organization’s interest when it is contemplating entering into a transaction or arrangement that might benefit the private interest of an officer or member of the organization or might result in a possible excess benefit transaction. This policy is intended to supplement applicable state and federal laws governing conflict of interest applicable to nonprofit and charitable organizations.
Section 2. Definitions.
a. Interested Person. Any director, principal officer, or member of a committee with governing board-delegated powers, who has a direct or indirect
financial interest, as defined below, is an interested person.
b. Financial Interest. A person has a financial interest if the person has, directly or indirectly, through business, investment or family
i. An ownership or investment interest in any entity with which the organization has a transaction or arrangement;
ii. A compensation arrangement with the organization or with any entity or individual with which the organization has a transaction or
a arrangement; or
iii. A potential ownership or investment interest in, or compensation arrangement with, any entity or individual with which the organization is
negotiating a transaction or arrangement. “Compensation” includes direct and indirect remuneration as well as gifts or favors that are
insubstantial.
*****NOTE: A financial interest is not necessarily a conflict of interest. Under Section 3b, a person who has a financial interest may have a conflict
of interest only if the appropriate Board of Directors decides that a conflict of interest exists.
Section 3. Procedures.
a.. Duty to Disclose. In connection with any actual or possible conflict of interest, an interested person must disclose the existence of the financial
interest and be given the opportunity to disclose all material facts to the Board of Directors.
b. Procedures for Addressing the Conflict of Interest.
i. An interested person may make a presentation at the Board of Directors, but after the presentation, he/she shall leave the meeting during the
discussion of, and the vote on, the transaction or arrangement involving the possible conflict of interest.
ii. The President shall appoint a disinterested person or committee to investigate as required.
iii. After exercising due diligence, the Board of Directors shall determine whether the organization can obtain, with reasonable efforts, a more
advantageous transaction or arrangement from a person or entity that would not give rise to a conflict of interest.
iv. If a more advantageous transaction or arrangement is not reasonably possible under circumstances not producing a conflict of interest, the
Board of Directors determine by a majority vote of the disinterested members whether the transaction or arrangement is in the organizations
best interest, for its own benefit, and whether it is fair and reasonable. In conformity with the above determination, it shall make its decision
as to whether to enter into the transaction or arrangement.
c.. Violations of the Conflict of Interest Policy.
i. If the Board has reasonable cause to believe a member has failed to disclose actual or possible conflicts of interest, it shall inform the member
of the basis for such belief and afford the member an opportunity to explain the alleged failure to disclose.
ii. If, after hearing the member’s response and after making further investigation as warranted by the circumstances, the Board determines that
the member has failed to disclose an actual or possible conflict of interest, it shall take appropriate disciplinary and corrective action to include
removal from the organization.
Section 4. Records of Proceedings. The minutes shall contain:
a. The names of the persons who disclosed or otherwise were found to have a financial interest in connection with an actual or possible conflict of interest; the nature of the financial interest; any action taken to determine whether a conflict of interest was present; and the Board of Directors as to whether a conflict of interest in fact existed.
b. The names of the persons who were present for discussions and votes relating to the transaction or arrangement; the content of the discussion; including any alternatives to the proposed transaction or arrangement; and a record of any votes taken in conjunction with the proceedings.
Section 5. Compensation.
a. A voting member of the Board of Directors who receives compensation, directly or indirectly, from the organization for services is precluded from
voting on matters pertaining to that member’s compensation.
b. A voting member of any committee whose jurisdiction includes compensation matters and who received compensation, directly or indirectly, from
the organization for services is precluded from voting on matters pertaining to that member’s compensation.
c. No voting member of the governing board or any committee whose jurisdiction includes compensation matters and who receives compensation,
directly or indirectly, from the organization, either individually or collectively, is prohibited from providing information to any committee regarding
compensation.
Section 6. Annual Statements. Each Board of Director member shall annually sign a statement which affirms that such a person:
a. Has received a copy of the conflict of interest policy;
b Has read and understood the policy;
c. Has agreed to comply with the policy; and
d. Understands that the organization is charitable and that in order to maintain its federal tax exempt status it must engage primarily in activities
which accomplish one or more of its tax exempt purposes.