AMENDED BY-LAWS OF
BIG BROTHERS BIG SISTERS OF THE BLUEGRASS, INC.
ARTICLE I – Big Brothers Big Sisters Membership
Section 1
The membership of this organization shall consist of active Big Brothers and Big Sisters and all
Board Members.
ARTICLE II – Board Of Directors
Section 1
The governing body of this organization shall be Board of Directors consisting of at least twenty
(20), but no more than thirty-five (35) Fayette County and up to three (3) board members per county (other
than Fayette) served by Big Brothers Big Sisters of the Bluegrass. All board members serve without
compensation. Directors may include officers of the organization, members of the organization or
individuals from the community who shall serve for a term of either three (3), two (2) or one (1) year(s),
and who shall be elected by a majority vote of the membership of the organization present at the regular
annual meeting. The Nominating Committee as defined herein shall nominate persons to serve on the
Board of Directors, but nominations may be made by the membership from the floor at any regular board
meeting.
Section 2
Unexpired terms on the Board of Directors shall be filled by a majority vote of the Board of
Directors present at a regular meeting of the Board of Directors. Individuals shall be nominated by the
Nominating Committee to fill such vacancies and such nominations shall be presented as soon as possible,
but not later than the second meeting of the Board of Directors after notification to the Board of Directors
and to the Nominating Committee of the resignation unless the Board of Directors decides not to fill the
vacancy.
Section 3
As a general rule Board members shall be elected to serve a three (3) year term. However, to insure
that approximately one third of the Board members are elected each year, the Nominating Committee shall
have the discretion to appoint members to either three, two or one year terms. Such terms will be
determined by the Nominating Committee and approved by the Board. (It is the expressed desire of the
By-Laws Committee that all new members shall serve an initial term of one year.)
Section 4
Board members are expected to attend the regularly scheduled monthly board meetings during the
calendar year. Participation and contribution to board and committee activity cannot be measured by
attendance alone. While it is true that regular attendance supports interest and knowledge of our mission,
other forms of support may very well outweigh attendance alone. The Executive Director will provide
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information to the executive committee who will make that judgment and evaluate all board members,
taking all factors into consideration and advise the Nominating Committee chairperson who will take
appropriate action.
Moreover, we will implement in January of each year a self evaluation process using the attached
form which will reinforce to each director that which is expected of him and how he or she measures up.
ARTICLE III – Officers
Section 1
At the annual meeting members of the organization shall, by a majority of those present, elect from
the members of the Board of Directors, a president, vice president, a secretary and treasurer, all to serve
one (1) year terms or until a successor is elected. Officers can succeed themselves for an additional one
year term (which would constitute a total of two calendar years only). However, after a period of two years
out of office, a former officer could be re-elected as an officer.
In addition to the officers listed above, the fundraising chair will serve as an executive committee
officer. This individual will be recommended by the executive committee officers and shall attend all
executive committee meetings and have full voting status. This individual shall be approved by a simple
majority each year by the board of directors. Vacancies shall be filled following the same process for
nomination and approval. This position shall not be subject to a two-year term restriction.
Section 2
The president, subject to the control and direction of the board, shall preside at all board and
membership meetings and act as chairman of the annual meetings, and shall be an ex-officio member of all
committees.
Section 3
The vice president shall aid the president in the performance of his/her duties and preside at
meetings in the absence of the president.
Section 4
The secretary shall keep the minutes of the board and membership meetings and perform the usual
functions of that office, including all necessary correspondence. The secretary shall be custodian of all
books, papers, and reports of the association subject to call by the president. The secretary shall keep an
accurate record of the membership of the organization, together with a roster of their addresses and
telephone numbers. The secretary may appoint such assistants as he/she may deem necessary to perform
his/her duties. The secretary shall preside at meetings in the absence of the president and vice president.
Section 5
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The treasurer will perform the usual duties of that office. The treasurer shall approve a C.P.A. to
keep a current record of all receipts, disbursements and other matters pertinent to the office and report to
the board and the executive committee the financial status of the organization monthly, or more often if
requested. There shall be an annual audit of the organization’s financial books and records. Funds of the
organization shall be deposited in a bank or banks and may be withdrawn only by the signature of any two
of the following officers: president, vice-president, secretary, treasurer, past president or the executive
director. Each of the officers shall be bonded in the amount of $10,000, said bonds to be paid by the
organization. The treasurer shall deliver to this successor all papers, funds and financial documents in his
possession. The treasurer may appoint such assistants as he may deem necessary to help perform his
duties.
Section 6
The immediate past president shall serve as a voting member of the Executive Committee. The
immediate past president will service for a period of time not to exceed two years, unless an extraordinary
or emergency situation shall necessitate longer services.
Section 7
A vacancy in any office because of death, resignation, removal, disqualification or otherwise may
be filled by the Board of Directors for the unexpired portion of the time period.
ARTICLE IV - Executive Director
Section 1
The Board of Directors shall employ an Executive Director who shall be a qualified responsible
executive and he/she will become the executive head of the organization and shall have general supervision
of the day to day activities of said organization. The Executive Director shall be responsible for
employing, supervising, evaluating and terminating all other staff in accordance with agency personnel
policies. The Executive Director shall be an ex-officio member of the Board and Committees, without
vote, and shall submit such reports as the board may require.
Section 2
The Executive Director shall evaluate the organizations staffing needs for recommendations to the
Board of Directors for approval.
ARTICLE V – Committees
Section 1
There shall be the following standing committees: Executive, Nominating, Program, Fundraising,
Human Resources, Membership & Recruiting, Public Relations, Special Events, Planning & Evaluation,
Arby’s Golf Tournament, Camp Land, and Endowment. The President shall appoint such other committees
as may be needed and approved by a majority vote of the Board of Directors.
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Section 2
All actions of committees shall be submitted to the Board of Directors for approval.
ARTICLE VI – Duties of Committees
Section 1
EXECUTIVE COMMITTEE – An Executive Committee consisting of all of the officers and the
immediate past president of the organization shall, during the intervals between meetings of the Board,
have power to act on behalf of the Board subject to approval of the Board at it’s next regularly scheduled
meeting. The Executive Director may consult with the Executive Committee on matters involving the
exercise of the discretion or the interpretation of policies. The Executive Committee shall make
recommendations concerning policy to the Board of Directors as a result of its careful review and
coordination of the work of the other committees. The chairpersons of the various and sundry standing
committees may be invited, as non-voting participants, to the Executive Committee meetings, at the
discretion of the board president.
The Executive Committee shall establish at least once each year, the sound financial projection of
income and expenditures necessary to carry out the adopted programs and shall assure the control of
expenditures within the framework of the adopted budgets. These projections of income and expenditures
shall be further defined into monthly statements. If the expenditures shall exceed the monthly projections,
approval must be obtained from the treasurer to make the expenditure.
The Executive Committee will be responsible for reviewing and recommending any change
necessary to update, explain and define rules for membership, the governing body, officers, annual
meetings, Executive Director, Committees, fiscal year and all funds and property of Big Brothers Big
Sisters of the Bluegrass.
The Executive Committee shall also serve as the official search committee for the position of
Executive Director, should this position become vacant.
Section 2
NOMINATING COMMITTEE – A Nominating Committee for the selection of Directors and
officers shall be appointed by the President. The Nominating Committee shall nominate qualified persons
to fill vacancies on the board. Members of the organization and the Board of Directors shall be notified of
nominees at least ten (10) days prior to regularly scheduled annual meetings or the meeting at which time
the election of said Directors shall take place. The Nominating Committee shall assure broad
representation from the community and from within the organization on the Board of Directors. The
Nominating Committee shall define the types of representation needed on the Board of Directors, evaluate
the performance and acceptability of candidates and shall seek out qualified persons to fill available board
positions.
Section 3
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PROGRAM COMMITTEE – The Program Committee shall study and make recommendations to
the Board concerning the nature and scope of the organization to establish methods of evaluating
effectiveness of the various phases of the agency’s program; and shall coordinate the work of the staff, Big
Brothers and Big Sisters and Board in a unified thrust to accomplish the aims of the organization.
Section 4
FUNDRAISING COMMITTEE – The Fundraising Committee shall organize and implement plans
to achieve the finances necessary to support the goals of the organization as determined by the Board of
Directors and the committee shall oversee all fund raising events. All fund raising activities shall be in
accordance with the guidelines and restrictions established by the United Way of the Bluegrass.
Section 5
HUMAN RESOURCES COMMITTEE – The Human Resources Committee shall establish sound
personnel policies and shall set benefits and practices which will attract and retain competent staff
personnel.
Section 6
MEMBERSHIP AND RECRUITING COMMITTEE – The Membership and Recruiting Committee
shall formulate policies and procedures for recruitment, selection, orientation, matching, supervision and
coordination of Big Brothers Big Sisters and shall formulate uniform criteria of acceptability for Big
Brothers Big Sisters applicants.
Section 7
PUBLIC RELATIONS COMMITTEE – The Public Relations Committee shall establish a sound
public relations program, both within the organization and community. The primary responsibility of the
Public Relations Committee shall be areas of fund raising and recruitment.
Section 8
SPECIAL EVENTS COMMITTEE – The Special Events Committee shall plan and oversee special
activities except fund raising events and shall do so in coordination with the staff.
Section 9
PLANNING AND EVALUATION COMMITTEE – The Planning and Evaluation Committee shall
annually update our three-year plan after consulting with all other committees and shall evaluate agency
performance according to goals approved in the three-year plan. They shall present the plan and evaluation
to the total board for approval.
Section 10
ARBY’S GOLF TOURNAMENT COMMITTEE – The Arby’s Golf Tournament Committee will
be responsible for the planning, development and implementation of the annual tournament in cooperation
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with Arby’s and designated Event Marketing partner. Other duties include recruitment of golf teams,
obtaining auction items, promotion of tournament, recruit volunteers to assist with tournament and target
potential sponsors.
Section 11
CAMP LAND COMMITTEE – The Camp Land Committee will be responsible for development of
camp land and facilities. Make recommendations as to usage and programming. Also, makes
recommendations as to fund raising strategies for camp development. All plans, policies and procedures
recommended by this committee must be approved by the Board of Directors.
Section 12
ENDOWMENT COMMITTEE – To select investment plan/strategy. Monitor investments and
make reports to Board regarding endowment funds and investments. Coordinate on going planned giving
program for agency. All plans and procedures developed by this committee must be approved by the Board
of Directors.
Section 13
All policies, procedures and methods developed by these Committees and implemented by the
Board of Directors and the staff of the Corporation shall conform generally to the standards for acceptable
practice in a Big Brothers Big Sisters service as promulgated by Big Brothers Big Sisters of America and
the United Way of the Bluegrass.
ARTICLE VII – Finance and Property
Section 1
The fiscal year of the organization shall begin with the 1st day of January and end on the 31st day of
December.
Section 2
All funds and property of the organization shall be obtained, held and administered in accordance
with the policies and principles of the organization.
Section 3
The expenses of the organization shall be paid from funds obtained by charitable contributions,
investment income, contributions, the United Way and fund raising. All fund raising activities shall be in
accordance with the guidelines and restrictions established by the United Way and the Board of Directors.
Section 4
All funds belonging to the organization shall be deposited to the credit of the organization in a
responsible bank or banks. An annual statement of receipts, expenditures, assets and liabilities of the
organization, duly audited, shall be made to the membership.
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ARTICLE VIII – Meeting
Section 1
The annual meeting of the organization shall be on the fourth Thursday of January. Twenty (20)
members shall constitute a quorum for the transaction of business at any meeting for the membership.
Section 2
Regular meetings of the Board of Directors shall be held monthly at a time and place to be
determined by the President. The January meeting will be combined with the annual corporation meeting.
Notice of any regular or special meeting shall be given at least three days, but not more than 10 days
previous thereto by written notice delivered personally or mailed to each director or member. One-third of
the number of directors affixed by these By-Laws shall constitute a quorum for the transaction of business
at any meeting of the Board of Directors.
Section 3
Special meetings of the membership of Board of Directors shall be called at any time upon request
of the President or twenty percent (20%) of directors.
Section 4
All meetings shall be governed by the Roberts Rules of Order.
ARTICLE IX – Amendments
Section 1
The By-Laws of the organization may be amended by a vote of two-thirds of the Board of Directors
present at any regular or special meeting of the Board of Directors where a quorum is present. Notice that
the proposed amendment or amendments shall be on the agenda of a regular or special meeting of the
Board of Directors and the proposed amendment or amendments shall be given in the call of the meeting.
Section 2
The Articles of Incorporation of the Corporation may be amended by a vote of two-thirds of the
Board of Directors present at any regular or special meeting of the Board of Directors where a quorum is
present. Notice that the proposed amendment or amendments shall be on the agenda of a regular or special
meeting of the Board of Directors and the proposed amendment or amendments shall be given in the call of
the meeting.
ARTICLE X
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These By-Laws supersede and replace in their entirety any other By-Laws or amended By-Laws
heretofore adopted by this organization on the effective date of the By-Laws contained herein shall be the
date of their adoption.
Adopted by a two-thirds vote of the Board of Directors present at a meeting of the Board of
Directors, notice of the proposed Amended By-Laws having been sent to each Director and a quorum being
present on March 18, 1991.
Submitted by the Executive Committee
John B. Townsend II, Chairman
David Stone
Ernie Hatfield
Barbara Cowden
David Nunery
Phillip Gregory
Revised June 2001
Reviewed June 2002
Revised December 2003
Revised November 2005
Reviewed June 2007
Reviewed August 2008
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