Athens Birth Circle Bylaws
Amended September 12, 2004; Amended January 13, 2013; Amended December 23, 2015.
Article I Name, Location
The name of the corporation shall be The Birth Circle Inc. The principal office at where the general business of The Birth Circle Inc. will be transacted and where its records will be kept is at the Executive Director’s residence.
Article II Purpose & Mission Statement
The Birth Circle Inc. is a non-profit, charitable, and educational corporation. Its purpose is to educate, support, and empower women and families as they journey through pregnancy, childbirth, and the postpartum period. It offers a discussion and support group, workshops, guest speakers, and other resources for childbearing families. These resources include evidence-based prenatal and childbirth education classes and doula services. No part of the earnings of the corporations shall accrue to the benefit of any director or member.
Our mission is to educate, support and empower women and families as they journey through pregnancy, childbirth, the postpartum period, and early childhood. By making families aware of the resources available to them, we are hoping to build community – which may be just as important as anything else we do.
Article III Board Leadership and Structure
- Sec 1 . The Board is responsible for overall policy and direction of the organization, and delegates responsibility for day -to-day operations to the Executive Director(s). The Board shall have up to 12 and no fewer than 6 members.
- Sec. 2 . The governance of the corporation shall be by a Board of Directors, which shall consist of a President, Vice President, Secretary, Treasurer, and optimally 3-5 other Board members. The Board shall elect its officers, and vacancies may be filled by a 2/3 vote of the existing Board present which constitutes a quorum.
- Sec. 3 The officers (President, Vice President, Secretary, Treasurer) shall form the Executive Committee. The Executive Committee will act on the full Board’s behalf if a matter must be addressed before a full meeting can be convened, or if a previous proposed issue or ongoing development of structure already approved by full Board needs to be addressed and implemented.
A. The president shall: Act as chairman of the Board of Directors with the power to vote in cast of a tie vote;
Conduct business meetings; Appoint chairpersons of special and standing committees in consultation with the Executive Committee, and oversee the committee structure and work plans. Hold regular meetings with the Executive Director.
B. The Vice President shall: Assist the President; Assume the role of acting President, should the President be unable to serve.
C. The Secretary shall: Keep attendance records at all meetings; Maintain records of business and executive meetings; Notify members of meetings. Notification is to be by mail or electronic mail at least two weeks in advance for schedule meetings. Maintain current set of bylaws. Maintain Executive Committee and Board members’ terms and expiration dates; inform President 3 months prior to vacancies to begin the search process.
D. D. The Treasurer shall: Oversee the management of the finances of the organization in conjunction with the Executive Director and as approved and reviewed by the Board. Serve as Chair of the Finance Committee. Develop the budget with the Executive Director and present it to the Board for approval annually.
Article IV. Committees
Sec. 1. The Board will create committees as needed. Every member will serve on a standing committee.
Sec. 2. Each committee will have a Committee Chair who reports directly to the Board President.
Article V. Board Terms and Conditions
Sec. 1. Members shall be elected at a regularly scheduled Board meeting. The meeting will be held at an agreed upon date by the Board of Directors. The Executive Committee will perform the search to fill vacancies on the Executive Committee. Board approval will be required to install these officers (President, Vice-President, Treasurer, and Secretary).
Sec. 3. Three unexcused meeting absences shall be deemed a resignation from the Board.
Sec. 4. Board members and officers will serve 2 year terms. Board members may serve two consecutive terms as a member, with one year on Emeritus Board after two consecutive terms have been served. Persons serving on Emeritus Board have full voting rights and responsibilities.
Sec. 5. Vacancies- Perspective Board members shall be contacted by the president or designee. The president will invite the prospective board member to a regularly scheduled board meeting and give them a copy of the by-laws. If the candidate is interested, the president will send a job description of Board member responsibilities. If candidate is still interested he/she will fill out a board member application. Voting will occur after board members review the application via e-mail. Candidate will attend the next meeting as voting members. First term will end two years after attending first meeting as a voting member.
Sec. 6. Quorum- All decisions to be decided by a full board, such as election of officers, approval of board policies, approval of budget, and approval of major organizational changes must be decided by a full board quorum unless, already proposed and approved by full board for Executive Board’s decision. Quorum consists of 2/3 of current Board members. Therefore, if we have 7 voting members, 4 must be present and in agreement in order to pass a proposal.
Article VI Removal from Board Membership
Sec. 1 A written petition stating reasons for removal (other than unexcused absences from meetings) must be presented to the Board President.
Sec. 2 The Board President shall call a special meeting notifying all members by mail or electronic mail two weeks in advance of the meeting. Notification must include the purpose of the meeting.
Sec. 3 A vote for removal for cause requires a 3/4 vote by the remaining directors.
Article VII Board Responsibilities
Sec. 1 Each member of the Board is expected to:
- Attend meetings in a timely and regular fashion
· Serve actively on committees, fundraisers, and projects as needed
· Promote the mission of The Birth Circle with creativity
· Contribute financially to the organization. Pay $25.00 dues each January.
· Recommends new Board members as the occasion arises
· Review monthly Director(s)’ reports and supervise directors, including participating in an annual performance evaluation.
· Approve contracts for Executive Director(s) and all expenses related to the duties and responsibilities.
· Have authority to hire and terminate Executive Director(s) by ¾ majority of Board.
· Regularly assess Board performance.
Article VII Amendments
Sec. 1 By Laws will be regularly evaluated and amended during the start of our fiscal year, Jan. 1st.
Sec.2 Proposed amendments must be submitted to the Secretary to be sent out with regular Board announcements, and will be approved by a 2/3 majority of the Board of Directors.
These Bylaws were approved at a meeting of The Board of Directors on January 13, 2013.