This Corporation shall be known as the Community Action Program of Evansville and Vanderburgh County, Inc., (hereinafter referred to as CAPE) and shall be incorporated as a nonprofit organization as provided under the laws of the State of Indiana, with all the powers to carry out its functions as set forth in these by-laws. The Agency shall serve the counties of Vanderburgh, Posey, Gibson and Warrick counties and others designated by the Board of Directors. The principal place of business and/or Administrative Offices shall be located in the City of Evansville, Indiana. The registered agent for the corporation shall be the Chief Executive Officer.
The Mission of CAPE is one that encompasses the community as a whole. Our Agency addresses the customer’s needs in a non-judgmental and respectful manner to promote economic and social self-sufficiency. This mission is supported by employees committed to addressing the needs of the community we serve. Our objective is accomplished by collaboration with the community to provide tools, skills and services through programs that meet individual needs.
The purpose of the Corporation shall be as follows:
The corporate powers, property and affairs of the Corporation shall be vested in the Board of Directors, with said responsibilities as follows:
The Board of Directors of CAPE shall consist of not less than 15 (fifteen) and not more than 18 (eighteen) members and shall be representative of a board cross section of the community in the counties currently served by the Corporation. The total membership of the Board of Directors shall always be divisible by three in order to be in compliance with the applicable provisions of Federal and State laws, statutes and regulations.
One-third of the Board shall be officials or members of business, industry, labor, religious, private welfare, private education, significant minority groups, or other major private groups and interests in the community served by this Corporation. These groups and interests shall be selected by the membership of the governing board or by the Executive Committee (if delegated by the Board) in such a manner as to ensure that the Board is a continuing effective mechanism for securing broad community involvement.
The Board Personnel Committee shall be responsible for monitoring the vacancies on the Board and for maintaining accurate records of Board member participation. Any vacancy which occurs on the Board from the public or private sectors for any reason shall be filled in the same manner and by the same body which originally sent a representative to that seat. Any vacancy which occurs on the Board from the low-income/community sector shall remain vacant until it can be filled in accordance with these by-laws. The Board Personnel Committee must make every effort to fill vacancies no later than 2 months from a member leaving/resigning from the Board of Directors and must report to the Board why a new member cannot be secured in this time frame. All resignations from the Board should be in writing.
Misconduct: Any Board Member may be removed by a majority vote at a regular scheduled Board Meeting for misconduct, unethical behavior, and/or not acting in the best interest of the Agency.
Any Board Member, regardless of the sector he/she represents who misses 3 (three) consecutive regularly scheduled meetings or 6 (six) in a given year, may be removed from the Board of Directors unless the Board, by majority vote of the members present at any Board meeting at which a quorum is present, determines there are extenuating circumstances.
Any Board member being removed from membership shall be notified in writing.
The Corporation shall have the following officers: President, Vice-President, Secretary, Finance Chairperson, Housing Chairperson, Personnel Chairperson and such other officers as the Board of Directors shall from time to time determine necessary.
Officers shall be elected by the membership of the Board of Directors at the regular meeting of the Board in December. There shall be a Nominating Committee appointed from the Board by the President of the Board of Directors at the regular meeting of the Board in October. The Nominating Committee shall nominate one eligible person for each office. Said slate of nominees shall be reported to the Board at the meeting in November. Additional nominations may be made from the floor. Only those persons who have served one year on the Board and who have signified consent to serve, if elected, shall be nominated.
Officers shall assume their official duties at the close of the regular meeting in December. Officers can be nominated to serve and/or can serve two consecutive (2) year terms (a total of no more than four (4) consecutive years served).
For instance, where an officer may possess expertise in an area beneficial to the Agency, the above term(s) may be extended by vote of the Board of Directors.
The President shall have the following duties:
The Vice-President shall have the following duties:
The Secretary shall have the following duties:
Vacancies may be filled at any meeting of the Board. A vacancy occurring in any Office shall be filled for the unexpired term from the membership of the Board by vote of the Board of Directors. In case a vacancy occurs in the Office of the President, the Vice-President shall serve notice of the election and preside at such election. Any Officer (or Committee Member) shall be released from the obligations of Office by his/her written request to the President of the Board of Directors. The President can be released by written request to the Board of Directors.
The Personnel/Nominating Committee shall be responsible for monitoring the vacancies on the Board and for maintaining accurate records of Board member meeting attendance/participation. Excessive or unexcused absences from meetings shall be reported bi-monthly at Board meetings. Any vacancy in any office because of death, resignation or otherwise shall be filled by action of the Board. All resignations from the Board shall be in writing.
There shall be no compensation to any Board member for service on the Board of Directors. Board members may be reimbursed for reasonable and justifiable expenses related to corporate business, subject to documentation being submitted for approval. Compensation shall be limited to mileage for those Board members traveling more than 15 (fifteen) miles.
There shall be no membership terms or term limits for CAPE Board members. Current members will be presented and voted on for another year’s membership each year at the January Board meeting.
Board members shall not make a profit in any way in their outside employment or business interests from their association with the Corporation. Board members are obligated to disclose any conflict or potential conflict of interest involving any issue presented at the Board meeting for a vote; members should abstain, where appropriate, from discussion or voting on these issues. Board members shall not flaunt their Board membership and attempt to use their position to intimidate employees or to gain personal favors. Board members shall not abuse their Board membership by using Agency staff, services, equipment, materials, or property for their personal gain. Board members will sign an annual Conflict of Interest statement.
No person shall serve on the Board of Directors or any other Committee of the Corporation if that committee has authority to order personnel actions, if he/she or a member of his/her immediate family holds a job supported by corporate funds.
A member of their immediate family shall include any of the following persons: husband, wife, spouse, father, father-in-law, mother, mother-in-law, brother, brother-in-law, sister, sister-in-law, son, son-in-law, daughter, daughter-in-law, or partner.
For purposes of this rule, “partner” shall mean a business of such person or one cohabitating with such person, provided, however, that the rule relating to “partner” shall not apply to prohibit the continued service on the Board of any Board member serving as of the date of adoption of this rule.
There shall be a waiting period of 2 (two) months before a former Board member shall be eligible for employment with the Agency. There shall be a waiting period of 6 (six) months before a former employee of the Agency shall be eligible for service on the Board of Directors or Committees of the Board of Directors. This rule may be waived by a majority vote of the Board of Directors.
The CAPE Board of Directors will hold a minimum of 7 monthly meetings during the calendar year and meetings will be scheduled for the convenience of its members and of the general public. The time and place of such meetings and the Annual meeting shall be fixed by the membership of the Board of Directors at its first meeting of the year in January. The annual meeting shall be held at the principal office of the Corporation unless otherwise designated by the Board of Directors.
The quorum for a meeting of the Board shall be 7 (seven) members of the Board. No vote shall be taken by the Board of Directors unless a quorum is in attendance. The act of the majority of the Board members at any meeting at which a quorum is present shall be an act representing the full Board of Directors.
Special meetings of the Board of Directors may be called by the President. The meeting notification shall include a copy of the matters to be discussed at the meeting and shall be mailed at least 3 (three) days prior to the meeting. In cases of extreme emergency, notification may be by telephone provided that each member of the Board is reached in person, or a message left at their home and provided that 24hour notice is given.
Each Board member shall be notified of the regularly scheduled meeting at least 5 (five) days prior to the meeting. Notice of all meetings of the Board of Directors shall include the date, time and place of the meeting, with notice being posted in the Agency’s main office.
Voting and attendance at all meetings of the Board of Directors and its committees shall be in person or by phone. Each member of the Board shall be entitled to one vote. Proxy voting is prohibited. A majority vote shall be required for all decisions except as may be otherwise stated in these by-laws.
The Board shall keep, for each meeting, written minutes with a record of votes on all motions. The minutes of the Corporation shall be available to Officers and Board members in accordance with the provisions of these by-laws. Minutes of the previous meeting shall be distributed to all members before the next meeting and shall be made available to the public upon request, in accordance with Indiana Statutes.
The Parliamentary Procedures of all meetings of this Corporation shall be conducted in accordance with “Democratic Rules of Order”.
A committee must fairly reflect the composition of the full Board in terms of representation of public officials, private and low-income sectors. Each Committee shall have membership representing the public, private and low-income sectors of the Board, to the extent feasible. Job descriptions for each standing Committee shall be developed and approved by the Board of Directors.
The Finance Committee shall have the following responsibilities:
The Nominating Committee shall be appointed annually by the Board President. The Board Personnel/Nominating Committee shall have the following duties and responsibilities:
In the event that the position of Chief Executive Officer is vacated this committee shall be responsible for recruiting candidates and identifying 1-3 final candidates for a full Board review. The Personnel/Nominating Committee shall review all personnel-related matters as designated necessary by the Chief Executive Officer.
The Committee shall have the following responsibilities:
The Fiscal Year of CAPE shall be January 1 through December 31.
The Finance Chair is the Fiscal Officer of the Board of Directors and, as such, is responsible for ensuring that Agency funds are received, handled, expended, and accounted for in accordance with sound business procedures, legal requirements and policies adopted by the Board of Directors and other public/private entities funding the Corporation.
There shall be an annual Agency-wide audit for the Corporation’s financial records in accordance with the terms and conditions of the funding sources, grants, and contractual requirements under the laws of the State of Indiana. The audits shall be performed by an independent Certified Public Accountant, approved by the Board of Directors.
All checks, drafts, or other instruments for payment of money, notes or other evidence of indebtedness issued in the name of the Corporation shall be signed by such officer(s), and/or agent(s) of the Corporation and in such a manner as shall from time to time be determined to the credit of the Corporation in such banks, trust companies or other depositories as the Board of Directors shall select.
The Corporation shall keep correct and complete books and records of accounts and minutes of the proceedings of Corporate Board meetings, standing committees and ad hoc committee meetings. The Corporation shall keep an accurate record of the names, address, telephone numbers, terms of office and date of term(s), appointments or elections of all officers and Board members, and shall maintain these records in the registered and principle office of the Corporation. Officers and directors of the Corporation shall have such access to books and records as may be required by law and as may be set forth by the Board of Directors.
The Board of Directors of CAPE shall be covered by Officers and Directors Liability Insurance maintained and paid by the Corporation.
These by-laws may be altered, amended or repealed and new by-laws may be adopted by a two-thirds vote of the Board of Directors present and voting at any regular or special meeting of the Board of Directors, provided that at least 10 (ten) days written notice is given to each member of the Board of Directors. The notice shall include the intent to alter, amend, repeal, or adopt new by-laws and shall include a statement of the recommended changes.
In case any provisions of these by-laws shall be inconsistent with the Articles of Incorporation, State or Federal law, the Articles of Incorporation or the specific law involved will govern.
The Corporation may be dissolved at any time in the manner provided by the laws of the State of Indiana. If the Corporation is dissolved voluntarily, the plan of distribution for the assets shall provide that:
Further, any remaining funds not required to be returned to the State or Federal government, local governments, or agencies of any such governments, shall be distributed to a corporation or corporations qualifying as exempt organizations under the provisions of the United State International Revenue Code.
ADOPTED: December 9, 1970
AMENDED: August 1980
AMENDED: February 18, 1987
AMENDED: December 21, 1988
AMENDED: January 1, 1989
AMENDED: April 15, 1992
AMENDED: March 18, 1998
AMENDED: May 20, 1998
AMENDED: April 16, 2004
AMENDED: January 2006
AMENDED: April 2006
AMENDED: October 2008 Article V, Section 2
AMENDED: May 2017
AMENDED: January 2020
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