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BY-LAWS

Of

THE SHEPHERD’S CENTER OF LEXINGTON, SC, INC.

 

ARTICLE I

NAME

The name of this organization shall be THE SHEPHERD’S CENTER OF LEXINGTON, SC, INC. 

 

ARTICLE II

PURPOSE

Section 1: THE SHEPHERD’S CENTER OF LEXINGTON, SC, INC., holds or desires to hold property in common for two or more of the following:  religious, educational, social, charitable, or other related purpose; and is not organized for the purpose of profit or gain to the members, otherwise than may be hereafter stated, nor for the insurance of life, health, accident or property.

 

Section 2: Said corporation is organized exclusively for charitable, religious, educational, and scientific purposes, including, for such purposes, the making of distributions to organizations that qualify as exempt organizations under Section 501(c)(3) of the Internal Revenue Code of 1954 (or the corresponding provision of any future United States Internal Revenue Law).

 

Section 3:  No part of the net earnings of the corporation shall inure to the benefit of, or be distributable to its members, trustees, officers, or other private persons, except that the corporation 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 in Section 4 of this Article.

 

Section 4:  No substantial part of the activities of the corporation shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the corporation shall not participate in, or intervene in (including the publishing or distribution of statements) by any political campaign on behalf of any other provision of these articles, 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 (or the corresponding provision of any future United States Internal Revenue Law) or (b) by a corporation, contributions to which are deductible under Section 170(c)(2) of the Internal Revenue Code of 1954 (or the corresponding provision of any future United States Internal Revenue Law).

  

Section 5:  Specifically, THE SHEPHERD’S CENTER OF LEXINGTON, SC, INC. seeks to fulfill the following purposes:

(a) To sustain older people who desire to live independently in their own homes or apartments in the community.

 (b) To provide retired persons opportunity to use their experience, training and skills in significant social roles.

 (c) To enhance life satisfaction in later maturity and enable self-realization through artistic expression, community service, caring relationships, life-long learning and the discovery of inner resources.

 (d) To demonstrate life at its best in later maturity and to provide attractive role models for successful aging.

 (e) To advocate the right of older people to a fair share of society’s goods, and to assist them in gaining access to services.

 (f) To contribute to knowledge about what is required for successful aging and to experiment with new approaches and programs for meeting the needs of older people.

 

ARTICLE III

OFFICES

Section 1 Principal Office:  The principal office of the corporation shall be in Lexington, South Carolina.

 

Section 2 Other Offices:  The Corporation may have such other offices as the Board of Director from time to time may provide or as the business of the Corporation may require.

 

Section 3 Registered Office:  The registered office of the corporation required by the Law of South Carolina to be maintained in the State of South Carolina may be, but need not be, identical with the principal office in the State of South Carolina, and the address of the registered office may be changed from time to time by the Board of Directors.

 

ARTICLE IV

MEMBERSHIP

Section 1:  Membership in the corporations shall be of three types…participating members, sponsoring affiliates, and patrons.  Standards for membership and the term of membership shall be established by the Board of Directors.  Any exceptions to the standards established by the Board are to be handled on a case-by-case basis.

 

Section 2 Participating Members:  Any person registered as a participant in the program offered by The Shepherd’s Center may become a member of the Corporation for any year he or she is registered and shall be able to exercise voice and vote at the annual meeting.

 

Section 3 Sponsoring Affiliates:  Any church, synagogue or other religious body contributing the sum of $100.00 or more or in-kind resources with a minimum value of $100 to The Shepherd’s Center will become a sponsoring affiliate. The affiliate shall agree with the philosophy and concepts of The Shepherd’s Center, to support the work of the Center financially, and to encourage participation in the programs of the Center and to solicit volunteers for activities sponsored by the Center. The affiliate will be notified of the annual meeting of the corporation and shall be entitled to have two representatives participate with full privilege of voice and vote.

 

 

Section 4 Patrons:  Any individual, club, or other group, business firm, or foundation contributing a minimum of $150 or in-kind resources with a minimum value of $150 to The Shepherd’s Center will be considered a patron. Patrons will be notified of the annual meeting of the corporation and be invited to have a representative present. Such representation shall have full privilege of voice and vote.

 

ARTICLE V

BOARD OF DIRECTORS

 Section 1 General Powers:

(a)    The business and affairs of the corporation shall be managed by its Board of Directors, who shall be elected as hereinafter provided.

(b)   The Board of Directors shall have power to establish standards for membership, term of membership, and procedure for approving such membership in the corporation.

(c)    The Board of Directors shall be the trustees of the Corporation.

(d)   The Board of Directors shall exercise only such powers and perform such duties as may be prescribed by the Articles of Incorporation or by these by-laws, but in no event shall its directors be authorized to conduct the affairs of the corporations in any manner or for any purpose contrary to the provisions of Sections 170(c) or 501(c) (3) of the Internal Revenue Code of 1954 as now in force or afterwards amended.

 

Section 2 Specific Powers and Duties:  Subject to limitations as set forth in Section 1 of this article, the Board of Directors shall:

(a)    Elect the officers of the corporation as hereinafter provided and fill any vacancies that may occur between annual meetings.

(b)   Establish goals and policies necessary to meet the purpose of the corporation; develop and evaluate projects and programs.

(c)    Establish committees and other structure necessary to the accomplishment of such projects and programs.

(d)   Adopt an annual budget, approve procedures to procure income to fund the budget, and approve expenditures not in the budget.

(e)    Designate depositories of the monies of the corporation and designate appropriate persons who shall be authorized, subject to such limitations as the Board may prescribe, to sign and execute checks, drafts, bonds, notes, deeds or other instruments, to enter into contracts and contractual obligations for the corporation.

(f)    Require from officers or agents security for money or property coming into their custody, control or possession.

(g)   Be responsible for arranging a simple audit (if deemed necessary by the Board) of all income and expenditures by a qualified accountant and for the preparation and filing of required reports to local, state, and federal authorities.

(h)   Employ on behalf of the corporation attorneys, auditors, accountants or other agents and authorize and fix their compensations, provided, however, that in no event shall the directors exercise any powers or duties that might jeopardize the tax exempt status of the corporation.

(i)     The Board of Directors shall: Approve selection of the Executive Committee to employ on behalf of the corporation and fix salary and compensation of the Executive Director of the corporation.

 

Section 3 Number and Manner of Election:

(a)    The Board of Directors shall consist of a minimum of 9 and maximum of 18 members.

(b)   The Board of Directors shall be elected at the annual meeting of the corporation.  The term of office shall begin July 1st following election.

(c)    The Nominating Committee has responsibility to solicit and present nominations for incoming Board members.  This committee shall prepare and present a slate of nominees to the membership of the corporation.  This committee shall consist of a minimum of three Board members and participating Shepherd’s Center members.

(d)   Each member of the Board shall be elected for a three-year term, and may be elected for one additional consecutive term.  After being off of the Board for one year, a former Board member may again be eligible for election to the Board, complying with the above stipulations.  Elections shall be staggered, with one-third of the Board being elected each year.

(e)  The Board shall have the power to fill any vacancies between annual meetings.

(f) The membership of the Board of Director’s of the Shepherd’s Center of Lexington shall include at least one member who has been appointed and approved by the Lexington United Methodist Church Council.  This person shall be called the Church Liaison and will have all rights and privileges equal to other board members.  The Church Liaison will bring news, concerns, comments from the church to the SCL Board and in turn relay information and questions from the SCL Board to the Church Council.

(g) The immediate past chair shall be designated the Chair Emeritus. The Chair Emeritus shall have voting rights on the Board of Directors and shall provide advice and consultation to Chair, Vice Chair, Executive Committee and Board.

 

Section 4 Attendance:

(a) Any Board Member who is absent from three regular meetings of the Board will  be removed from office.

         

ARTICLE VI

MEETINGS

Section 1 Meeting of the Corporation:

(a)    The annual meeting of the corporation shall be held in June of each year with the date set by the Board of Directors.

(b)   Special meetings may be called at the discretion of the Board of Directors.

(c)    Notice of meetings by electronic or postal mail shall be given to the membership at least one week prior to meeting through written communication.

(d)   A quorum for the transition of  business will consist of the members present for the meeting.

 

Section 2 Meetings of the Board of Directors:

(a)    Regular meetings of the Board of Directors shall be held at least quarterly at a time and place designated by the Board.

(b)   The annual meeting of the Board, including retiring and newly elected members, shall be held immediately following the annual meeting of the corporation for the purpose of electing officers for the ensuing year.  A quorum for this meeting shall be one-third of the current board plus one-third of the newly elected members.  All present shall have the privilege of voting.

(c)   Special meetings of the Board may be called by the chairman, or shall be called by the secretary upon request of any two other officers or of any three members of the Board. Notices for Special Meetings shall be by electronic or postal mail.

(d)   An electronic or written notice of each meeting shall be given to the directors not less than forty-eight hours prior to the meeting.

(e)    A quorum for the transaction of business at any meeting of the Board shall be one-half of its membership.

 

ARTICLE VII

OFFICERS

 Section 1 Corporate Officers:  The officers of the corporation shall be a Chairperson, a Vice-Chairperson, a Secretary, a Treasurer and such additional officers or assistant officers as may be deemed necessary by the Board of Directors.

 

Section 2 Election and Tenure:

(a)    Officers shall be elected by the Board of Directors at the Annual Meeting of the Board when outgoing and incoming members meet together.  A majority vote shall elect above mentioned officers following nomination from the floor and a nominee’s consent to be considered.

(b)   Terms of all officers shall begin July 1st following their election and shall end June 30th of the year for which they are elected to serve or until successors are elected and qualified.

(c)    Any officer or agent appointed or elected by the Board of Directors may be removed by it whenever in its judgement the best interest of the corporation will be served thereby.

 

 

Section 3 Duties:

(a)    Officers shall perform such duties as are ordinarily required by each office and may be assigned additional duties by the Board of Directors.

(b)   In addition, the Vice-Chairman shall assume duties of the Chairman in case of resignation, death or prolonged illness.

(c)    In addition, the Treasurer:

(1)   Shall be responsible for receiving, banking and disbursing all monies coming into the corporation and keeping accurate records of all transactions.

(2)   Shall be bonded for the faithful performance of their duties, in such manner as may be determined by the Board of Directors.  The premium for such bond will be paid by the corporation.  Notarized signatures as allowed by law will be accepted.

(3)   Shall prepare the books for audit as noted in Article V, Section 2, (g).

(4)  All checks shall be signed by at least two Board Members with such persons designated by the Board of Directors.

 

ARTICLE VIII

STAFF

 Section 1 Executive Director:

(a)    The Executive Director shall carry out the directions of the Board and supervise all programs and service projects of The Shepherd’s Center of Lexington, Inc.

(b)   Make recommendations to the Board of Directors concerning the effective operation.

(c)    Contact individuals and organizations in the community to promote public understanding and support of the work of the corporation.

(d)   Execute all duties as described in the Executive Directors’ job description.

 

Section 2:  Hire other staff members to perform such duties as assigned by the Executive Director.

 

ARTICLE IX

COMMITTEES

Section 1 Executive Committee:  There shall be an Executive Committee composed of the Chairman, Vice-Chairman, Secretary, and Treasurer.

(a)    It shall have the power, between the meetings of the Board of Directors, to exercise on behalf of the Corporation all powers of the Board of Directors to the extent permitted by these by-laws.  All actions taken by the Executive Committee shall be reported to the Board of Directors at the first meeting thereafter.

(b)   Meeting of the Executive Committee may be called by the Chairman or shall be called by the Secretary upon request of any two other members of the Executive Committee.

(c)   Electronic or written notice of each meeting of the Executive Committee shall specify the place, day and hour of the meeting and the nature of the business to be transacted.

(d)   The Secretary of the Corporation shall be responsible for recording the minutes of all duly called meetings of the Executive Committee.  An original copy of the minutes shall be kept by the Secretary in the Minutes file.

(e)    A quorum of the Executive Committee for the transaction of business at any meeting shall consist of a majority of the Executive Committee.

(f)    Interview, hire, and determine salary of the Executive Director.

 

Section 2:  The Chairperson, in consultation with the Executive Director, and with the approval of the Board of Directors, shall appoint such standing and special committees as may be deemed necessary or desirable.

 

ARTICLE X

GENERAL PROVISIONS

Section 1:  The Fiscal Year of the Corporation shall be July 1 to June 30.

 

Section 2:  The Corporation shall keep complete books of accounts, minutes of the proceedings of Board of Directors and committees and a record of the names and addresses and phone numbers of Directors at its principal office.

 

ARTICLE XI

SEAL

The seal of the Corporation shall be in any such form as may be approved by the Board of Directors and contain the words “The Shepherd’s Center of Lexington, SC, Inc.”

 

ARTICLE XII

AMENDMENTS

These By-Laws may be altered, amended, or repealed at any regular or special meeting of the Board of Directors, at which a quorum is present, by a majority vote of the members present,

Provided that at least fourteen days notice is given in writing by electronic or postal mail to each Board member, along with a copy of the proposed change or amendment.

 

ARTICLE XIII

DISSOLUTION

Upon the dissolution of the corporation, the Trustees shall, after paying or making provision for the payment of all the liabilities of the corporation, dispose of all of the assets of the corporations exclusively for the purposes of the corporations 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 provision of any future United States Internal Law), as the Board of Trustees shall determine.  Any such assets not so disposed of shall be disposed of by the Court of Common Pleas of the county in which the principal office of the corporations 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 XIV

PARLIAMENTARY PROCEDURE

All meetings for the Corporation and the Board of Directors shall be conducted in accordance with accepted Parliamentary Procedure using Robert’s Rules of Order Newly Revised as its authority, when consistent with the By-Laws of this corporation.

 

Adopted:   July 12, 2012_

Revised: November 8, 2012

Revised: February 14, 2013

Revised: March 7, 2013

Revised: June 12, 2014

Revised: March 17, 2017

 




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