LICKING BRIDGE BUILDERS, INC.
SENIOR CENTER
 

 LICKING BRIDGE BUILDERS, Inc.

 

CONSTITUTION AND BY-LAWS

 

Rev 010 July 2017
CONSTITUTION AND BY-LAWS

For The Licking Bridge Builders, Inc.

Revised: July 2017

 

 

ARTICLE I:     OUR MISSION

 

 

The Mission of The Licking Bridge Builders, Inc. is to provide a full range of services to the Senior Citizens in Licking and surrounding areas. The purpose of these services is to promote the physical, mental, and social well-being of our Senior Citizens, enhancing quality of life and providing assistance in maintaining independence. Our Center relies on donations, contributions, membership fees, fundraisers, and assistance from volunteers to provide these services to all of our Senior Citizens. Our organization shall provide the opportunities to enjoy each other’s company and enjoy playing leisure games, putting puzzles together, watch TV, play Bingo, participate in the toe nail clinic, eating meals together, take trips together, participate in fundraisers, crafts, play pool or ping pong, checkers, and many, many other activities to help them enjoy their Senior years.

 

 

The Licking Bridge Builders, Inc. will provide the citizens of Texas County, MO with a coordinated, accessible and affordable transit system for the general public that improves the quality of life for all citizens by providing access to health care, shopping, public, and recreational services. Our program will meet the needs of our passengers by providing timely responsible and safe services provided by qualified staff. The agency will provide effective, professional, and competent management to assure that services are both efficient and cost effective. The customer will always be our first and foremost consideration.

 

 

The Licking Bridge Builders, Inc. will offer transportation for the general public of Texas County, MO.

Available services include the following cities with special arrangements:

              


Rides to Rolla, MO;

               Salem, MO;

               Houston, MO;

               Springfield, MO;                                          
  Raymondville, MO;

               Cabool, MO;

               West Plains, MO.


 

See Article XVI for costs for trips.

 

Our services are normally curb to curb, however, special assistance door to door can be provided if arrangements are made in advance. This can be done by contacting the Director at 573-674-3558 at least 24 hours in advance.

 

Our fleet includes vehicles with wheelchair lift and tie downs and other accessibility equipment as required by the American with Disabilities Act (ADA). Please call the Director to make arrangements if you need ADA vehicle. A caregiver must accompany you on the trip.

 

The only limitation within the service area of Licking, MO is that the pick-up and drop-off locations must be accessible to the transit vehicle. The services are available to all residents.

 

Days of Operation are Monday through Friday – 8 am to 4 pm. Our service is on a first come – first served basis unless reservations are made in advance.

 

The transportation program is required to charge a fare for rides to cities outside the Licking, MO city limits. This fare allows for one hour for the individual to complete business. If additional time is required, each additional hour will be charged at the rate of $2.50 per hour. We do have suggested donation fares for stops within Licking, MO. Please contact Director for costs. 

 

Passengers with disabilities may request modifications to current service procedures to access the service. To make a request, please call us at 573-674-3558 or email us at lickingbb@yahoo.com . Please submit requests at least the day before the trip.

 

 

ARTICLE II: OPERATIONAL LIMITATIONS

 

Section 1.            The organization shall exist exclusively for charitable, religious, educational and scientific purposes as allowed all not-for-profit organizations. It is allowed to make distributions for such purposes to organizations that qualify as exempt under Section 501(3) (c) of the Internal Revenue Code of 1954.

 

Section 2.            The organization may exercise all legal powers permitted General Not-For-Profit Corporations in the State of Missouri. It may act as grantee or contractor to provide services.

 

Section 3.            The organization shall be non-profit. It is not for monetary gain or profit of any type for its members, incorporators, or directors.  No part of net earnings of the corporation shall be applied to the benefit of, or be distributable to its members, trustees, officers, or other private persons except to a reasonable compensation for services rendered.

 

Section 4.            Notwithstanding any other provisions of these by-laws, the corporation shall not carry on any other activities not permitted to be carried on

               (a) By a corporation exempt from Federal Income Tax under Section 501(c)(3) of the Internal Revenue code of 1954.

               (b) By a corporation, contributions to which are deductible under Section 170(c)(2) of the Internal Revenue Code of 1954.

 

Section 5.            No substantial part of the activities of the corporation shall be carrying on of propaganda or otherwise attempting to influence legislation.

 

Section 6.            The corporation shall not participate in or intervene in any political campaign on behalf of any candidate for public office (including the publishing or distribution of statements).

 

ARTICLE III: MEMBERSHIP

 

Section 1.            Membership in the organization shall consist of individuals fifty-five (55) years of age or older, or who have been prematurely retired because of a disabling handicap.  Spouses of all eligible members—regardless of age—may become members also.

 

Section 2.            Membership shall not be restricted to individuals from any specific race, religion, nationality, gender, or income level.  The Licking Bridge Builders, Inc. shall comply with all state and federal statues relating to non-discrimination, including but not limited to Title VI and Title VII of the Civil Rights Act of 1964, as amended (42 U.S.C. 2000d and 2000e), as well as any applicable titles of the Americans with Disabilities Act.

 

AMENDMENTS TO ARTICLE III

 

Section 3.            Membership lists will be kept by an appointed member with:

·        names,

·        addresses, and

·        month/day of birthday only of Members, and

·        Expiration Date of Membership.

A membership card will be issued to each Member when they pay the:

·        annual amount of dues of $5.00 which will be owed at the beginning of the fiscal year which starts on July 1st and ends on June 30th of the next year.

·        A one-time charge of $10.00 can also be paid for a life-time membership.

 

Section 4.            Members only shall have the right to vote at any general assembly and to be elected to office of this organization. Members only will be provided with the By-Laws of the Organization.

 

Section 5.            Definitions

A Member is any person fifty-five (55) years of age or older (spouses may be members regardless of age) who pay the annual membership dues.

The General Assembly includes all members and the Board of Directors gathered for the monthly meeting or any special meeting that would be called.

All Others includes anyone from the general public who want to come to The Licking Bridge Builders, Inc. to enjoy the company of others, eat meals, and go on trips, etc. without becoming a member. They will not have the privilege of voting or being elected to the Board of Directors, nor will they be required to pay annual dues.

 

Section 6.            No person doing any kind of volunteer community work as a result of a crime committed rather than going to jail shall be allowed to volunteer at Licking Bridge Builders, Inc. Senior Center.

               No person who has a background of criminal convictions may be hired as an employee of Licking Bridge Builders, Inc. Senior Center. Neither of these types of people will be allowed to become a member of The Licking Bridge Builders, Inc.  

            The above statement can be reconsidered by the Board of Directors if said person has proven to be one of good standing in the community for a period of approximately five (5) years with letters of recommendation; or if said person has proven to be rehabilitated by holding a job, then they can have this stipulation waived and then be voted on by the Board of Directors to accept them for membership.

 

ARTICLE IV:  BOARD OF DIRECTORS

 

Section 1.            The Board of directors shall consist of nine people. They will be elected for a term of two (2) years. The term of office shall begin on July 1st.  They shall have the right to vote and be a member of a standing committee.

 

Section 2.            Any vacancy occurring among the Directors or Officers prior to an election shall be filled (from candidates presented by the nominating committee) by the vote of the Board of Directors and general membership at a monthly meeting. Such Director or Officer shall serve their predecessor’s term until the next annual meeting in June. If an Officer’s position is vacated before their expired term, the President may appoint someone to fill in until the next general membership meeting, when the nominating committee shall present candidates to fill that position.

 

Section 3.            Notice of all meetings of the Board of Directors, both regular and special, shall be given by the Secretary two (2) days in advance of the meeting.

 

Section 4.            The Administrator of The Licking Bridge Builders, Inc. can act in an advisory capacity with the Board of Directors.

ARTICLE V: OFFICERS

 

Section 1.            The officers of The Licking Bridge Builders, Inc. shall be a President, Vice-President, Secretary, and Treasurer.

 

Section 2.            Officers are elected for a term of two (2) years. They may serve unlimited consecutive terms if elected to that office again.

 

Section 3.            Officers are elected by the general membership at the Annual Meeting in June from candidates presented by the nominating committee and / or nominations from the floor.  Each office is one of the nine Directors of the Board of Directors.

 

 

 

ARTICLE VI: DUTIES AND POWERS OF OFFICERS AND BOARD OF DIRECTORS

 

Section 1.            The executive power of the organization shall be vested in the Board of Directors, who shall have charge of the affairs and funds of the organization and shall have the power and authority to do and perform all acts and functions in accordance with these by-laws.

               The President or Vice-President of the Board of Directors are the only persons who may make phone calls, send written correspondence, emails, etc. regarding The Licking Bridge Builders, Inc. at any time.

 

Section 2.            The President shall be the Chief Executive Officer (CEO) of the organization.  The President shall preside at all meetings of the organization and of the Board of Directors.  The President shall be an ex-officio member of committees except the nominating committee. The President shall appoint the members of all committees, including the chairperson, subject to the approval of the Board of Directors. The Director of the MoDOT Transportation Department can also be the President of the Board of Directors, if elected by the General Assembly.

 

Section 3.            The Vice-President shall assume the position of President, if vacated, by the un-expired term. The Vice-President shall act in place of the President in his / her absence.

 

Section 4.            The Treasurer shall be the Chief Fiscal Officer. All funds paid to the organization shall be deposited in the name of the organization in such banks as the Board of Directors may designate. Only Two Hundred Dollars ($200.00) may remain at the Licking Bridge Builders Center on any day.  All funds are kept in a locked file cabinet in the locked storage behind the locked Director’s Office until properly deposited in the correct bank account. A detailed deposit slip will be generated by the Treasurer marking each deposit according to the Chart of Accounts. The Treasurer shall keep or cause to be kept detailed account of the assets, liabilities, receipts, and disbursements of funds of the organization.  The Treasurer will distribute a copy of the quarterly financial summary to all of the Board of Directors at each quarterly meeting.  The Treasurer shall submit an annual report to the general membership at the annual meeting in June. The financial records shall be open at all times for reasonable examination and available for auditing purposes each month. A copy of each quarterly summary and detail of receipts, and expenditures shall be posted at The Licking Bridge Builders, Inc. All financial records shall be kept at The Licking Bridge Builders, Inc. at all times. A back-up copy must be kept at an off-site location.

 

Section 5.            The Secretary shall keep or cause to be kept an accurate record of the proceedings of the meetings of the organization.  The records shall be open at all times to reasonable inspection and shall be kept at The Licking Bridge Builders, Inc. and shall not be taken off-site at any time. The Secretary shall give notice of all meetings of the organization two (2) days before each meeting.

 

AMENDMENTS TO ARTICLE VI

 

Section 1.            Fiscal Accountability

               a.           All bills must be approved and kept to be readily available when needed for audit or by Board                                                     Members. Must have:

                              1             Approved by: Signature of President

                              2             Date Approved

                              3             Account Name

               b.           All checks must be signed by 2 Officers of the Board of Directors.

               c.            No checks will be pre-signed .

               c.            All receivables, payables, and receipts must have detailed descriptions, dated, and labeled by the                                 Chart of Accounts.

               d.           All contributions and receipts will be deposited at least once a week.

               e.            All records must be kept at a minimum of 5 years; IRS records must be kept at a minimum of 7                                                 years.

 

ARTICLE VII: CONFLICT OF INTEREST for OFFICERS OF THE BOARD

 

Section 1.            The purpose of having a conflict of interest policy is designed to foster public confidence in the integrity of The Licking Bridge Builders, Inc. (the “organization”) and to protect the Organization’s interest when it is contemplating entering a transaction that might benefit the private interest of the President, Vice-President, Secretary, Treasurer, or any Board Member (which are considered “insiders”).

 

Section 2.            Whenever an insider has a financial or personal interest in any matter coming before the Board of Directors, the Board shall ensure that:

               1             The interest of such officer or director is fully disclosed to the Board of Directors.

               2             No interested officer or director may vote or lobby on the matter or be counted in determining the existence of a quorum at the meeting of the Board of Directors at  which such matter is voted upon.

               3             With regard to an insider, the Board shall determine if a conflict of interest exists. The insider and any other interested person involved with the transaction shall not be present during the Board’s                                                        discussion or determination of whether a conflict of interest exists.

               4             The Board may ask questions of and receive presentations from the insider and any other interested  person, but shall deliberate and vote on the transaction in their absence. The Board shall ascertain                                             that all material facts regarding the transaction and the insider’s conflict of interest have been  disclosed to the Board.

               5             After exercising due diligence, which may include investigating alternatives that present no conflict, the Board shall determine whether the transaction is in the Organization’s best interest, for its own                                              benefit, and whether it is fair and reasonable to the Organization; the majority of disinterested members of the Board then in office may approve the transaction.          

               6             Payments to the interested officer or director shall be reasonable and shall not exceed fair market value.

               7             The minutes of any meeting of the Board pursuant to this policy shall contain the name of each who disclosed or was otherwise determined to have an interest in a transaction; the nature of the                                  interest and whether it was determined to constitute a conflict of interest; any alternative transactions considered; the member of the Board who were present during the deliberations on the transaction, those who voted on it, and to what extent interested persons were excluded from the                                            deliberations; any comparability data or other information obtained and relied upon by the  Board and how the information was obtained; and the result of the vote, including, if applicable, the terms                                 of the transaction that was approved and the date it was approved.

 

ARTICLE VIII:  COMMITTEES

 

Section 1.            There shall be two (2) standing committees:

·        the Nominating committee and

·        the By-Laws Committee.

 

Section 2.            The President may create special ad-hoc committees that are necessary to fulfill the purpose of the organization subject to the approval of the Board of Directors. When the purpose for the committee has been fulfilled, it shall be disbanded.

 

Section 3.            The Nominating committee shall consist of three (3) people. It shall function throughout the year to present candidates to the Board of Directors for any office vacated before its un-expired term. Thirty days (30) prior to the Annual Election in June of each year, it shall present a slate of candidates for the Board of Directors and the Officers.

 

Section 4.            The By-Laws Committee shall consist of three (3) people. The committee shall function all year to monitor the relevance of the by-laws and suggest needed changes.

 

ARTICLE IX:  MEETINGS

 

Section 1.            The Board of Directors and the general membership shall meet on the second Wednesday of the first month of each quarter.

 

Section 2.            The Annual Meeting shall be held in June of each year. If any position expiring, a general election will take place to fill that position of the Officer or member of the Board of Directors.

               The annual reports will be read by the President and Treasurer, and any other business may be discussed as may properly come before the general assembly.

 

Section 3.            Six (6) Directors and / or Officers shall constitute a quorum at any regular or special meeting.

 

Section 4.            Special meetings of the Board of Directors and of the general membership may be called by the President. Time and place shall be designated by the President. The Secretary will have the responsibility to notify all Officers and Board Members of the date and time of the special meeting.

 

ARTICLE X:  DOCUMENTS

 

Section 1.            All documents made, accepted or executed by the organization shall be signed by the President or Vice-President.

 

Section 2.            All checks drawn against funds of the organization shall be signed by any two (2) members of the nine (9) Board Members—President and Treasurer first, then the Vice-President or Secretary. In case of emergency and the for (4) officers are unavailable, any of the other available Board Members may be the second signature. No Officer or Board Member may sign any checks made to them or a family member. All nine (9) Members of the Board shall have their signatures on the signature cards at the banks.

 

ARTICLE XI: INSURANCE

 

Section 1.            The Board of Directors must approve of all insurance premiums acquired for the following:

                              1             Building which houses the Senior Center and Transportation Office

                              2             Transportation Vans

 

ARTICLE XII: BANKING

 

Section 1.            The debit card from Landmark Bank ONLY will be used for gas for the transportation vans. This debit card will be held by the President of the Board until needed by the drivers to fill the van with gas. The Board must approve a daily limited amount of $300.00 to be spent on this debit card.

 

Section 2.            The debit card from Landmark Bank, upon approval by the Board, may be used for purchasing special items online or as needed for transportation only. The debit card from Town & Country Bank, upon approval by the board, may be used ONLY for other needed purchases for the Senior Center. The Board must approve a daily limited amount of $300.00 to be spent on this debit card.

 

Section 3.            All large purchases must be approved by the Board whether using cash, checks, or debit cards.

 

Section 4.            All cash receipts must be counted in the presence of two (2) people who will then initial the page recording the amount of cash received.

 

ARTICLE XIII: ANNUAL BUDGETS

 

Section 1.            The Board of Directors will approve the annual budget which will be presented at the regularly scheduled meeting in June for the beginning of the fiscal year beginning July 1st. The Budget will be based upon the actual receivables and payables of the previous year.

 

ARTICLE XIV:  FISCAL YEAR

 

Section 1.            The fiscal year of the organization shall commence on the first day of July and end the last day of June.

 

ARTICLE XV:  FUNDRAISING

 

Section 1.            All fundraising activities shall be subject to the approval of the Board of Directors.

 

ARTICLE XVI: TRANSPORTATION

 

Section 1.            The full-time employees hired by Board of Directors will be paid on a bi-weekly basis as a salaried employee.  They will receive two weeks paid vacation, eight days of sick leave, and ten days marked as holidays. All the benefits must be approved by the Board.

 

Section 2.            The part-time Drivers will be paid on an hourly basis at a wage approved by the Board of Directors at least at minimum wage. No benefits are available to part-time employees.

 

Section 3.            The fares charged for longer drives to other locations shall be approved by the Board. Fares at the time of this revision are:

                              Rolla, MO - $20.00

                              Salem, MO - $10.00

                              Houston, MO - $5.00

                              Springfield, MO – (ask Director for costs)

                              Raymondville, MO - $5.00

                              Cabool, MO - $15.00

                              West Plains, MO – (ask Director for costs)

 

Section 4.            The suggested contribution for stops within the City of Licking shall also be approved by the Board. The suggested contribution at the time of this revision is anything outside the city limits of Licking, MO costs $5.00 charge to pick up people and $1.00 per stop in Licking, MO.

 

Section 5.            The Board of Directors will need to approve annually the Passenger Policy written for Transportation passengers.

 

ARTICLE XVII: COMPLAINTS

 

Section 1.            The person who is filing a complaint against either the Licking Bridge Builders, Inc. or MoDOT Transportation will need to file a complaint form and give to the Director of Transportation. He/She may appear before the Board to explain the complaint. If they desire not to appear before the Board, the committee and the Board will take the appropriate steps.

 

Section 2.            The Board of Directors will review any and all complaints made regarding The Licking Bridge Builders Senior Center or MoDOT Transportation.  A committee will need to be assigned to investigate the complaint. They will need to complete the form filled out for the complaint, find a reasonable and acceptable solution for the complaint, and then present all the information before the Board. The Board will then decide if the solution fits the complaint and is reasonable and acceptable or present a better solution to be voted upon.

 

ARTICLE XVIII:  DEATH OF MEMBERS

 

Section 1.            When a member of The Licking Bridge Builders, Inc. dies, the President may appoint someone to be in charge of sending a $50 bouquet or plant to the funeral home from the Senior Center.

 

ARTICLE XIX: RENTAL OF BUILDING

 

Section 1.            If someone wants to rent the building, it must be after Licking Bridge Builders, Inc. business hours & a deposit of $150 will be required. Rental charge will be $50.00 / day.  The deposit will be refunded if no damage is found to the Center, if it has been cleaned up, or if anything is missing. If damage has occurred anywhere in the building, if the building is left dirty, or if anything is found missing, no refund will be made. A Rental Agreement will need to be signed stating the requirements before any rental will be approved.

 

ARTICLE XX: CAPITAL ACCOUNT

 

Section 1.            The Licking Bridge Builders, Inc. has a Capital (Money Market) account which is a restricted account and can only have expenditures for the following:

·        Natural and /or man-made disasters

·        Emergency funding for personnel (payroll), contractors and/or suppliers

·        Changes and/or additions to local, state, or federal laws or regulations that can affect the operation of the facility

·        Acquisition of real property in whole or part by purchase long-term lease donation or otherwise

·        Pay costs incidental to disposing of real property through sale, lease, donation, or otherwise

·        Funds can be used to acquire, construct, reconstruct, rehabilitate or install privately owned utilities

 

ARTICLE XXI:  DISSOLUTION

 

Section 1.            “Upon the dissolution of the Corporation, the Board of Directors shall, after paying or making provisions for the payment of all of the liabilities of the Corporation, dispose of all of the assets of the Corporation exclusively for the purposes of the Corporation in such manner, or to such organization or organizations organized and operated exclusively for charitable, educational, religious, or scientific purposes as shall at the time qualify as an exempt organization or organizations under Section 501 (c) (3) of the Internal Revenue Code of 1954 (or the corresponding provisions of any future U S Internal Revenue Law), as the  Board of Directors shall determine. Any of such assets not so disposed of shall be disposed of by the Circuit Court of Texas Count, exclusively for such purposes or to such organization or organizations as said court shall determine which are organized and operated exclusively for such purposes.” As stated in the Amendment to the Articles of Incorporation dated May 22, 1981.

 

ARTICLE XXII:  AMENDMENTS TO THE BY-LAWS

 

Section 1.            Recommended changes to the By-Laws shall be approved by two-thirds (2/3) majority of the Board of Directors present at any regular general membership meeting. The recommended changes shall then be read at the next scheduled general membership meeting. A copy of the by-laws shall be given to each member. At such meetings a two-thirds (2/3) majority affirmative vote of the members present makes the changes effective.

 

 




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