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CORPORATE BY-LAWS

PIEDMONT CASA PROGRAM


ARTICLE 1
Name & Purpose
The name of the Corporation shall be Piedmont CASA, Inc., hereafter referred to as
Piedmont CASA.
Piedmont CASA is organized and shall be operated as a non-profit corporation formed
under the laws of the State of Georgia solely for charitable and educational purposes with
the mission to provide community-based advocacy to make certain the needs of abused
and neglected children are met quickly. The trained and supervised CASA volunteer
provides a sustained focus on the childs best interests to avoid victimization, and to
educate the community about the needs of abused and neglected children, to advocate for
resources, to help the legal system be more child focused, one child at a time, so that the
childs right to a permanent, safe home is ensured.
The purpose of the Piedmont CASA is to provide trained, screened and supervised
volunteers to advocate for the best interests of children involved in deprivation hearings
in the Piedmont Judicial Circuit.
ARTICLE II
Directors
Section 2.1 General Powers. The business and affairs of the corporation shall be
managed by a volunteer Board of Directors. In addition to the powers and authority
expressly conferred upon it by these by-laws, the Board of Directors may exercise all
such powers of the corporation and do all such lawful acts and things as are authorized by
law, by the Articles of Incorporation, or by these by-laws directed or required to be
exercised.
Section 2.2 Qualifications. Members of the Board of Directors shall be chosen from
persons who have shown an interest and willingness to participate in the work carried on
by Piedmont CASA, who will be persons residing or working in the communities of
Banks, Barrow and Jackson Counties and who have been elected as described in Section
2.4 of these by-laws.
Section 2.3 Number of Directors. The Board of Directors shall consist of not fewer than
six (6) members, nor more twenty (20) members.
Section 2.4 Election. The election shall be held at the annual meeting or at a regular
meeting of the Board for this purpose. Each board member shall cast a vote for as many
candidates as there are positions open on the Board of Directors. All elections shall be by
majority vote of a quorum.
Section 2.5 Term of Office. Each director shall serve for a term of three (3) years except
for the initial board who shall serve as provided in the Articles of Incorporation. The
rotation of terms, as best as possible, should allow approximately one-third (1/3) of the

directors to be elected each year to fill vacancies, occurring through the normal expiration
of terms. Except as provided, no director shall serve more than three consecutive terms
without an intervening period of one (1) year; however if a director who has served three
consecutive terms wishes to serve another term, that director may provide written notice
of such intention to the Nominating Committee. If the members of the Nominating
Committee wish to retain that member, they can vote on whether to re-nominate that
director for another term.
Section 2.6 Vacancy. Any vacancy on the Board of Directors may be filled as provided
in Article II, Section 2.4. A director so elected shall serve for the unexpired term of
his/her predecessor, and until his/her successor is elected and qualified.
Section 2.7 Termination. A majority vote of the Board, any directors service may be
terminated, if the Board, in its judgment, determines that it would be in the best interest
of the Piedmont CASA program.
Section 2.8 CASAs Serving on Board. If an active CASA is elected to serve on the
Board, he or she shall abstain from voting on personnel decisions. Active CASAs may
not comprise more than one-third of the Board.
Section 2.9 Executive Director. Piedmont CASA shall select and employ an Executive
Director of the corporation who shall be responsible to the Board. The Executive Director
shall be the chief executive officer of the corporation, shall be responsible for the
administration of the corporation and its programs, including: general supervision of the
policies of the corporation; general and active management of the financial affairs of the
corporation; engagement and dismissal of the personnel, and recommendations of salary
and budget for personnel of Piedmont CASA. The Executive Director shall attend the
meetings of the Board of Directors, and shall submit reports to the Board on the work and
activities of the corporation, but shall not be a voting member of the Board. The
Executive Director shall be an advisory member of all committees and shall be duly
authorized with the Chair to execute contracts on behalf of the corporation.
Section 2.10 Advisory Members. Advisory Members are active board members whose
terms have expired, members of the community served by the program, foster parents,
employees and contractors of the Department of Family and Children Services and others
to be decided by the Board of Directors. Advisory Members will be elected by the Board
of Directors and shall serve a term of three (3) years. No Advisory Member shall serve
longer than two (2) consecutive terms. Advisory Board Members shall promote CASA
and its mission through active public awareness and solicitation of financial contributions
to the program. An Advisory Board member may attend all meetings and participate in
the discussion, but shall not vote or hold office.
ARTICLE III
Meetings
Section 3.1 Annual and Regular Meetings. The annual meeting of the Board of Directors
shall be held at a time and place agreed upon by the Board. The purpose of this meeting
shall be to review the work of the organization, to develop fellowship among members, to

Passed by the Piedmont CASA Board of Directors at special called meeting 911-14

develop their united action in planning and carrying forward the program of the
organization, and for board orientation. The Board of Directors shall meet six (6) times
per year and may schedule other meetings at regular intervals throughout the year.
Section 3.2 Special Meetings. Special meetings of the Board of Directors shall be held at
such time and place as shall be designated in the notice of such meetings, may be called
by the Chair at any time, and shall be called by the Chair at the request of any two
Directors.
Section 3.3 Notice. Unless waived as provided by law, the Chairperson or Secretary of
the corporation thereof shall give notice to each Director of each meeting stating the time,
place and purposes of the meeting.
Section 3.4 Quorum. A simple majority ( of the board members plus one person) of the
active directors in office shall constitute a quorum for the transaction of any business by
the Board of Directors; but if fewer than a simple majority are present, the directors
present may adjourn the meeting from time to time without further notice. At an
adjourned and reconvened meeting, at which a quorum is present, any business may be
transacted which could have been transacted at the meeting originally called. The act of a
simple majority of the directors present at a meeting, at which a quorum is present, shall
be necessary to transact any business, except as otherwise provided by law, the Articles
of Incorporation, or by these by-laws.
Section 3.5 Removal of Director and Inactive Status. Any member of the Board of
Directors who misses three (3) consecutive meetings may be subject to removal or
placement on inactive status by vote of the Board of Directors at the next scheduled
meeting.
Section 3.6 Informal Action. Any action that may be taken at a meeting of the Board of
Directors may be taken without a meeting if written consent setting forth the action is
signed by two-thirds of the directors and is filed with the Secretary. Such consent shall
have the same effect as a unanimous vote at a meeting of the Board of Directors.
ARTICLE IV
Officers
Section 4.1 Election and Term of Office. The Board of Directors shall elect officers at its
annual meeting. There shall be a Chairperson, Vice Chair, Secretary, and Treasurer. The
officers shall be chosen from the membership of the Board. Term of office shall be two
(2) years, with the number of terms to be fixed by the Board. Terms of office shall be
rotated, as best as possible, so there are not all new officers in any one (1) year.
Section 4.2 Salaries. The officers of the corporation shall serve in a volunteer capacity.
The Board of Directors shall have the authority to set the salary of the Executive
Director.
Section 4.3 Removal of Officers. Each officer of the corporation shall hold office until
such officers successor is chosen or until such officers earlier resignation, death or
removal. Any officer may be removed by a majority vote of a quorum of members of the
Board of Directors whenever, in its judgment, the best interests of the corporation will be
served thereby.
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Section 4.4 Chairperson. The Chairperson of the Board of Directors shall be the chief
executive officer of the Board. The Chair shall call meetings of the Board of Directors to
order and shall act as Chair of such meetings, appoint committees, serve as an ex-officio
member of all committees and shall be duly authorized to execute contracts on behalf of
the corporation.
Section 4.5 Vice Chairperson. The Vice Chair shall perform such duties as are generally
performed by vice chairpersons. The Vice Chair shall perform such other duties and
exercise such other powers as the Board of Directors shall request or delegate. In the
absence of the Chair, or in the event of the death or disability of the Chair, or when
specifically authorized by the Board of Directors, the Vice Chair shall perform duties of
the Chair, and when so acting, shall have the powers of and be subject to, all restrictions
upon the Chair.
Section 4.6 Secretary. The Secretary, or one appointed in her/his absence, shall attend all
sessions of the Board of Directors and record all votes and the minutes of all proceedings
in books to be kept for that purpose. The Secretary shall have charge of the Seal of the
Corporation, shall give, or cause to be given, any notice required of any meetings of the
Board of Directors and shall perform such other duties and have such other powers as
may be prescribed by the Chair of the Board of Directors.
Section 4.7 Treasurer. The Treasurer shall be responsible for all funds, securities,
receipts and disbursements of the corporation and shall deposit, or cause to be deposited,
in the name of the corporation, all moneys or other valuable effects, in such banks, trust
companies, or other depositories as shall, from time to time, be selected by the Board of
Directors, shall render to the Chair and to the Board of Directors, at every Board meeting,
an accounting of the financial condition of the corporation. In general, the Treasurer
shall perform all the duties incident to the office of the Treasurer of a corporation, and
such other duties as may be assigned by the Board of Directors or the Chair.
Section 4.8 Absence. In case of the absence of any officer of the corporation, or for any
other reason that the Board of Directors may deem sufficient, the Board of Directors may
delegate, for the time being, any or all of the powers or duties of such officer to any other
officer or director.
Section 4.9 Books and Records. Each officer shall, upon their leaving office, deliver to
their successor any books, records or other documents pertaining to the office.
Section 4.10 Bonding. All officers handling funds shall be bonded; however, this
requirement shall not become operative until such time as the corporation shall have
Funds on deposit in excess of $10,000 for two consecutive quarters.
ARTICLE V
Committees
Section 5.1 Executive Committee. There shall be an Executive Committee to consist of
the officers, the past chair, and other members as appointed by the Chairperson. The
purpose of the Executive Committee is to work with the Executive Director and Chair of
the Board to formulate recommendations for Board consideration. The Executive
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Committee shall meet upon the request of one-third of the Committee or the Chairperson
of the Board.
Section 5.2 Other Committees. There may be standing committees for Finance,
Nominating, Fundraising, Public Relations, and such other committees as may be needed
by the Board. The Board shall have the power to set committees, define committee
responsibilities and to develop written job descriptions for same as needed. The
committee chairs shall be appointed by the Chairperson for a term not to exceed one year.
Chairs may be reappointed for additional terms. Each committee chair shall present a
report to the Board of Directors at each board meeting.
ARTICLE VI
Special Corporate Acts
Section 6.1 Execution of Instruments. Contracts, deeds, documents and instruments
shall, unless otherwise directed by the Board of Directors, be signed in the name and on
behalf of the corporation by the Executive Director or the Chairperson, and the Seal of
the Corporation shall be affixed thereto, and attested to by the Secretary, unless otherwise
provided by the corporate resolution.
Section 6.2 Checks. Checks, drafts and other demands for money shall be signed by the
Executive Director or an officer. Additionally, staff, from time to time, may be
designated as signers by the Board of Directors. The Executive Director can sign checks
for under $1,000. Two signatures arc required for checks in excess of $1,000 and for the
Executive Directors paycheck.
ARTICLE VII
Miscellaneous
Section 7.1 Fiscal Year. The corporations fiscal year shall begin on July 1 and end on
June 30.
Section 7.2 Seal. The Seal of the Corporation shall be in such form as the Board of
Directors may, from time to time, determine. In the event it is inconvenient to use such a
seal at any time, the signature of the Corporation, followed by Seal, enclosed in
parenthesis or scroll, shall be deemed the Seal of the Corporation. The seal shall be kept
at the principal office of the corporation and affixed by the Secretary on such papers as
may be directed by law, these by-laws, or by the Board of Directors.
Section 7.3 Appointment of Agents. The Chair or Vice Chair shall be authorized and
empowered as an act and deed of the corporation to name and appoint general and special
agents, representatives and attorneys to represent the corporation, and to prescribe, limit
and define the powers and duties of such agents, representatives, attorneys and proxies;
and to make substitution, revocation or cancellation in whole or in part, of any power or
authority conferred on any such agent, representative, or proxy.
ARTICLE VIII
Section 8.1 Dissolution. Upon the dissolution of this Corporation, no officer, Board
member, or anyone else associated with this Corporation shall have any rights nor shall

Passed by the Piedmont CASA Board of Directors at special called meeting 911-14

receive any assets of this Corporation. The assets of the Corporation are permanently
dedicated to a tax-exempt organization for the purposes set forth herein.
ARTICLE IX
Section 9.1 Administration. Operation of the program shall be determined by such
policies and procedures as shall be adopted from time to time by the Board of Directors
of the Corporation and recorded in the minutes of the Board. Board minutes shall be kept
by the Secretary of the Corporation.
ARTICLE X
Section 10.1 Adoption and Effective Date. The by-laws of the corporation may be
altered or amended and new by-laws adopted by the Board of Directors by an affirmative
vote of the majority of 2/3rds of directors at any regular or special meeting of the Board
of Directors, provided that written notice of the changes to be acted upon is given ten
(10) days prior to the meeting at which the vote is to be taken.

2014 Bylaws revisedfinal 100114

Passed by the Piedmont CASA Board of Directors at special called meeting 911-14