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BYLAWS
FRIENDS OF GOOD SHEPHERD

ARTICLE I - MEMBERSHIP
Section 1. Membership shall be extended automatically to the parents or other relatives of those persons under the supervision of Bethesda Lutheran Communities of Littleton, Colorado.
Section 2. Membership shall be offered to all other persons supportive of the purposes of the Corporation.

ARTICLE II - DUES
Section 1. Membership shall be obtained without payment of membership fees.

ARTICLE III - MEETINGS
Section 1. The general membership of the Corporation shall meet four times a year. Meeting dates shall be chosen by the Board of Directors, who shall notify the members at least two weeks in advance of the meeting.
Section 2. The last meeting of the fiscal year shall be designated as the ANNUAL MEETING, at which time election of officers and directors shall take place.
Section 3. Additional meetings may be called by the Board of Directors, who shall notify the members at least two weeks in advance of the meeting. The notification shall state the purpose of such special meeting.
Section 4. A majority vote of the members who are present at a meeting shall be required to pass a motion.
Section 5. A quorum shall consist of twelve members.

ARTICLE IV - BOARD OF DIRECTORS
Section 1. The Board of Directors shall consist of the officers and at least six directors, to be elected as provided in the bylaws.
Section 2. A majority of the members of the Board of Directors shall constitute a quorum.
Section 3. The Board of Directors shall be responsible for the conduct of the business of the Corporation and shall exercise all powers inherent in the Corporation except those expressly reserved to the membership.

ARTICLE V - TERMS OF OFFICE
Section 1. Each member of the Board of Directors shall serve for a term of one year, beginning on July 1 following election, or until the qualification of a successor.
Section 2. A person may be elected to the same position for more than one term.
Section 3. A vacancy in an elected position shall be filled for the unexpired term by a person appointed by the Board of Directors.

ARTICLE VI - DUTIES OF OFFICERS AND DIRECTORS
Section 1. The President shall preside at all meetings of the Corporation and of the Board of Directors; shall appoint all committees, with the approval of the Board, and supervise directly or indirectly their work; may appoint special committees as required; and shall act as the executive officer of the Corporation.
Section 2. The Vice-president shall succeed to the presidency in case of a vacancy in that office; shall preside at meetings in the absence of the President, and shall undertake such other responsibilities as the president may assign.
Section 3. The Secretary shall make a record of the proceedings of all Corporation and Board of Directors meetings and shall forward to the President a copy of the minutes of each meeting. The Secretary shall keep all records of the Corporation, other than financial records, and shall handle such correspondence as is necessary
Section 4. The Treasurer shall receive all revenues of the Corporation and shall be responsible for payment of all obligations of the Corporation. The Treasurer shall keep a complete and accurate account of such receipts and disbursements, and shall present an annual report of the accounts to the membership.
Section 5. Six Directors shall be elected to serve as Representatives of the Living Areas. These Directors shall report to the Board on the activities within the Living Areas, and also bring to the Board any problems or questions which arise. These Directors shall constitute a telephone network through which the membership may be notified of meetings or other matters.
Section 6. One Director shall serve as Chairman of the Ways and Means Committee, who shall plan and supervise the fund-raising activities of the Corporation. All fund-raising shall be undertaken with the approval of the Board of Directors.
Section 7. One Director shall serve as Chairman of the Bylaws Committee and shall review periodically the Bylaws, to ensure conformity with the current activities of the Corporation. This Director shall present to the Board of Directors any member’s proposal for a change in the Constitution or Bylaws.
Section 9. One Director shall be elected for the purpose of providing liaison between the administration of Bethesda Lutheran Communities and Friends of Good Shepherd. This office shall be offered to the regional director of Bethesda Lutheran Communities, Littleton, Colorado.

ARTICLE VII - ELECTIONS
Section 1. Officers and Directors shall be elected at the Annual Meeting and shall take office on July 1st following election.
Section 2. Nominations shall be permitted from the floor. Such nominees must have consented to serve if elected.
Section 3. At the request of any member, elections shall be held by ballot. Ballots shall be counted by the Chairman of the Nominating Committee and two assistants named by the Chairman.

ARTICLE VIII - COMMITTEES
Section 1. The Membership Committee shall maintain a record of the names and addresses of the members of the Corporation. The Membership Committee shall offer assistance to the President in the preparation and mailing of the newsletter or meeting announcements.
Section 2. The Nominating Committee shall prepare a slate of candidates for election to the Board of Directors each year. It shall secure the consent of its nominees to serve if elected. It shall report its list of nominees to the membership in the notice of the Annual Meeting.
Section 3. The members of all committees shall be appointed by the President. Such appointments shall expire at the end of the fiscal year. Committee members may be reappointed by the President without limitation.

ARTICLE IX - FISCAL YEAR
The fiscal year shall be from July 1 through June 30.

ARTICLE X - RIGHTS OF MEMBERS
Section 1. Members of the Corporation shall elect the members of the Board of Directors.
Section 2. Any action of the Board of Directors shall be subject to review by the membership on request of any member at a duly called meeting. An action of the Board may be over-ruled by a two-thirds vote of the members present at such meeting, provided no irrevocable rights of third parties are affected by such revision or alteration.
Section 3. These Bylaws may be amended by a two-thirds vote of the members present at any meeting of the Corporation, provided that the proposed amendment has been reviewed by the Board of Directors and presented to the entire membership at least two weeks prior to the meeting, with the Board’s recommendation for acceptance or rejection.

These Bylaws approved as amended __November, 2009______________
Signed John McGregor President, Carole Forbes Secretary
Ratified by the General Membership, April 10, 2010

 
 
 

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