Big Brothers Big Sisters
of Oklahoma
Merger & Transition
Business Plan
BIG BROTHERS BIG SISTERS
of Oklahoma
“A Big Brother or Big Sister for every
Oklahoma child who needs and wants one.”
Big Brothers Big Sisters of Oklahoma Business Plan
TABLE OF CONTENTS
EXECUTIVE SUMMARY ............................... 3
MERGER AND TRANSITION PLAN ........... 6
APPENDIX .................................................... 15
ORGANIZATIONAL STRUCTURE ................................16
MERGER TASK FORCE ...............................................24
BBBSOK BY-LAWS ......................................................35
Big Brothers Big Sisters of Oklahoma Business Plan
2
EXECUTIVE SUMMARY
Background
The state of Oklahoma is currently home to five Big Brothers Big Sisters (BBBS) agencies in Tulsa, Oklahoma
City, Norman, Shawnee, and Stillwater. Each agency functions independently, responsible for its funding and
operations.
The Need
According to the 2000 census data there are 656,007 children between the ages of 5 and 17 in Oklahoma.
Research from Big Brothers Big Sisters of America (BBBSA) indicates that at least 131,120 of these children
can be considered "at risk" of encountering significant problems as they grow up. Many of these children
are growing up in one-parent, female-headed households. In 2004 the five BBBS agencies served a total 2275
children. All have substantial waiting lists of children.
The Solution: Big Brothers Big Sisters of Oklahoma
The creation of Big Brothers Big Sisters of Oklahoma (BBBSOK) will more than double the number of children
matched with Big Brother and Big Sister volunteers by 2010 (5,600+), while building the infrastructure to serve
up to 13,000 Oklahoma children in the long term in conjunction with BBBSA’s goal to serve 1,000,000 children
nation-wide. Joining together as one statewide agency will allow significant growth in the existing program sites
and later expansion to cities such as Lawton, Enid, Muskogee, Ponca City and other areas not currently served
by BBBS programs.
Outcomes
The Big Brothers Big Sisters model works, and it works wonders. By matching children with carefully screened
adults and then providing professional support to each match, BBBSOK can produce dramatic outcomes for
these children and for the Oklahoma communities in which they live.
A recent study showed that Little Brothers and Sisters who met regularly with their “Bigs” for about one year
were:
 46% less likely than their peers to use drugs
 27% less likely to start drinking
 52% less likely to skip school
 More trusting of parent or guardian; less likely to lie
 One-third less likely to hit someone
The Opportunity
To create efficiencies and dramatically increase the number of children served, the five agencies will merge
into one statewide agency – Big Brothers Big Sisters of Oklahoma.
This will:
 Allow BBBSOK to more than double the level of service by 2010 - to over 5600 matches statewide.
 Provide efficient use of funds, labor, and resources throughout the state.
 Strengthen statewide fund-raising opportunities.
 Leverage technology economies of scale.
 Create a stronger infrastructure with more stability and higher levels of service.
The Plan
A statewide Board of Directors will replace the governance functions of the local Boards, which will transform
into District Boards generating financial and volunteer support at the District level. The new, highly influential
Board of Directors will oversee the Chief Executive Officer of BBBSOK. The CEO will be responsible for dayto-day operations and performance of budgets, staff, and the allocation of resources throughout the state.
Local Directors will be given the title of District Director, reporting to the CEO assisted in their local
communities by their District Board.
Big Brothers Big Sisters of Oklahoma Business Plan
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Management staff will report to the CEO and will serve all local districts. Funding and volunteer recruiting
efforts will be coordinated at the district level, but assisted through centralized state programs and staff. In
addition, new staff will be deployed at the District level to increase volunteer recruitment and fundraising. The
CEO and management staff will be based in Tulsa, moving some current staff of the highly successful Tulsa
agency into key roles and hiring new staff for created positions.
Increased Revenue Means More Matches
Revenue Assumptions
To increase service levels and to ensure high quality during a period of rapid growth, revenues must increase
at the district and statewide level. Revenue will be generated through a combination of traditional local fund
raising and statewide initiatives. This plan calls for growth from current revenues of $2,281,800 to $5,065,000
by 2010, which will provide the means for serving over 5600 children.
District Revenue will come from three main sources yearly, United Way, Bowl For Kids’ Sake (BFKS), and
Annual Giving campaigns (individual multi-year pledges). It is projected that these sources will contribute
almost equally to revenues in 2006 with BFKS growing the most rapidly by replicating the success of the Tulsa
program. Annual giving contributions will increase dramatically with full implementation of the Raising More
Money model in all markets. Remaining District revenue each year will be received through special event-type
fundraisers, operating grants, and endowment income and interest.
BBBSOK Revenue is a new revenue category generated by BBBSOK to fund the transition during the first
three years of the merger and will contribute to the statewide organization going forward beyond the transition
period. These resources will come from public contributions and donations, and fund-raising activities of the
newly formed Board of Directors.
Transitional funding is scheduled to be greatest in 2006, a total of $600,000 ($500,000 in Transitional Funds
plus $100,000 from the new Board). Transitional funds will ramp down to $350,000 in 2008 while the Board of
Directors funds increase each year. A number of long-term supporters have expressed interest in contributing
to BBBSOK’s transitional funding requirements. Big Brothers Big Sisters of America will also assist with
Transitional Funding.
Expense Assumptions
Expense assumptions are divided between traditional Agency operating expenses and newly created BBBSOK
expenses, which will be allocated in stages beginning in late 2005.
District Expenses
District expenses will primarily fund program staff and growth in new matches. Additional resource staff will be
employed in all markets to increase revenue and volunteers, which will lead directly to new match growth.
BBBSOK Expenses
The Transitional Funds generated by the CEO and State Board of Directors will cover BBBSOK expenses
during the merger transition period. The Transitional Funds will be earmarked for job creation at the statewide
level, including a CEO and Assistant, and four Vice Presidents: Human Resources, Resource Development,
Partnership Development, and Program. In addition, specialists in information technology, grant writing, and
accounting will service all sites. It is assumed that following 2008, no additional Transitional Funding will be
necessary and all services will be funded through increases in traditional sources as well as new revenues
generated on a statewide basis.
Detailed descriptions of projected revenues and expenses can be found in subsequent sections of this
document.
Big Brothers Big Sisters of Oklahoma Business Plan
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Timeline
A taskforce with representation from the five agencies has been meeting since May 2004. All five agency
Boards of Directors have signed letters of intent to merge and due diligence activities are substantially
complete. Recruitment of statewide board members is underway and potential funders for the transition period
have been identified.
July – December 2005
Legal documents related to the merger filed
Legal formation of State organization
Merge staffs into new organization
Set financial management/accounting practices
January 2006
Hold first Board meeting
Kick-off public awareness of Big Brothers Big Sisters
of Oklahoma with statewide public relations campaign
June 30, 2006
All operations fully merged
Risk Analysis and Conclusion
The Oklahoma Big Brothers Big Sisters agencies must overcome two risk factors to successfully implement the
merger strategy.

Each local agency must remain committed to the merger strategy.

Transitional funding is critical to the proposed merger’s success.
Merging the individual agencies into one organization headed by a statewide Board of Directors and CEO will
be challenging, but the move is necessary for growth of Big Brothers Big Sisters in Oklahoma. Continuing on
the present path will never yield the desired expansion and service potential of a unified organization.
The state has been challenged to grow from serving 2,275 matches in 2004 to 13,000 in the long term, in line
with Big Brothers Big Sisters of America goals. In the near term, the formation of BBBSOK will allow the state
to more than double the number of matches to over 5600 in 2010. These aggressive growth goals cannot be
reached by the individual agencies expanding at their historical pace. A focused organizational expansion,
reaching out to new areas with satellite offices and resources provided by a statewide organization is the best
solution. These attainable goals will only be reached through the merger creating Big Brothers Big Sisters of
Oklahoma.
Big Brothers Big Sisters of Oklahoma Business Plan
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MERGER & TRANSITION PLAN
Background
The state of Oklahoma is currently home to five Big Brothers Big Sisters agencies in Tulsa, Oklahoma
City, Norman, Shawnee, and Stillwater. Each agency functions independently, responsible for its
funding and operations.
The Need
Growing up in today’s world is not easy for a child, even under the best of circumstances. But
children in one-parent families who don’t have regular contact with the absent parent are at an even
greater risk of encountering the following serious problems:
 Low self-esteem
 Poor school performance
(and dropping out)
 Unhealthy friendships
 Juvenile crime
 Drug and alcohol experimentation
and abuse
 Poverty
According to the 2000 census data there are 656,007 children between the ages of 5 and 17 in
Oklahoma. Research from BBBSA indicates that at least 131,120 of these children can be considered
to be "at risk" of encountering significant problems as they grow up. Almost all of these children
are growing up in one-parent, mother-headed households. The creation of BBBSOK will more than
double the number of children matched with a Big Brother or Big Sister volunteer by 2010 (5,000+),
while generating the infrastructure to serve up to 13,000 Oklahoma children in conjunction with
BBBSA’s long-term goal 1,000,000 children served nation-wide.
The Solution: Access to a Caring Adult
Volunteers are recruited, carefully screened, and matched with the children in one-to-one
relationships, which closely approximate the “extended family.” Married couples can also participate
together as a Couples Match. Volunteers do not take on a parental role, but rather one much more
like that of a special aunt or uncle, grandparent, or older brother or sister. Matches are made
according to similar interests, activities and personalities; preferences regarding age, ethnic
background, values and much more are also taken into account. Each match is supported and
monitored by a professional match support specialist who maintains contact with the child, parent,
and volunteer both in person and by phone, throughout the duration of the match.
It works — and it Works Wonders
Public/Private Ventures (P/PV) completed the most significant scientific data available on the
effectiveness of Big Brothers Big Sisters programs. This eight-year study using a statistically valid,
scientific method showed that Little Brothers and Sisters who met regularly with their “Bigs” for about
one year were:
 46% less likely than their peers to use drugs
 27% less likely to start drinking
 52% less likely to skip school
 More trusting of parent or guardian; less likely to lie
 One-third less likely to hit someone.
(NOTE: Information on this study is available at any BBBS office.)
Big Brothers Big Sisters of Oklahoma Business Plan
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The Opportunity
In an effort to create efficiencies and dramatically increase the number of children served in
Oklahoma, the five agencies will merge into one statewide agency – Big Brothers Big Sisters of
Oklahoma. A statewide organization will:

Allow BBBSOK to nearly double the level of service by 2008 to 4000 matches (2,275 were
served in match relationships in 2004) in conjunction with Big Brothers Big Sisters of America’s
long term goal of 1 million matches (Oklahoma’s ultimate share will be 13,000 matches)

Provide efficient use of funds, labor, and resources throughout the state, maximizing growth
and operations in all regions

Strengthen fund-raising opportunities through a greater variety of grant options (more likely to
grant to larger entities) and attract larger business contributions by eliminating competition
among local agencies.

Develop stronger staff skill sets by providing long term career opportunities and specialist
positions including, Fund Development, Program Activities, Partnership Development, Human
Resources, Grant Writing and Information Technology positions

Leverage technology economies of scale via a single State Internet domain, communication
system, tracking of participants, contributors, and volunteers

Create greater service infrastructure generating higher levels of service. Although statewide
priority is higher levels of service to existing Districts, the new structure will also allow for
controlled expansion into the 50%+ remaining population sectors of Oklahoma not currently
served by a Big Brothers Big Sisters agency.
The Plan
Currently, each local agency Executive Director reports to a local Board, overseeing all operational
aspects in its territory. A new statewide Board of Directors will replace the governance functions of
the local Boards, which will transform into District Boards generating financial and volunteer support
at the District level. The newly formed autonomous statewide Board of Directors will oversee the
Chief Executive Officer of Big Brothers Big Sisters of Oklahoma. The CEO will have sole
responsibility for the day-to-day operations and performance of budgets, staff, and the allocation of
resources throughout the state. Local Directors will be given the title of District Director, reporting to
the CEO with input from the local Board.
Big Brothers Big Sisters of Oklahoma Business Plan
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The CEO will design and staff Big Brothers Big Sisters of Oklahoma, a statewide staff of
approximately 50 providing resources to the local districts, creating new districts throughout the state,
and ensuring quality control in all operational areas at all levels:
Management staff will report to the CEO but will be online to serve the local districts. Funding and
recruiting efforts will be coordinated at the district level, but assisted through centralized state
programs and staff. For instance, the Bowl For Kids’ Sake Coordinator will work with each district to
plan and execute the event in that area.
It is anticipated the CEO and management staff will be based in Tulsa, moving some current
members of the Tulsa agency into key roles and staffing created positions with new hires.
Big Brothers Big Sisters of Oklahoma Business Plan
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Financial Assumptions & Projections
The following document contains financial assumptions based on historical performance of the
agencies and expectations of fiscal need in conjunction with the merger. It is assumed the merger to
a fully integrated BBBSOK infrastructure will take three years with rapid growth following in 2009 and
2010.
BBBSOK Consolidated Pro Forma
Pre-Transition
2004
2005
Actual
Projected
Aggregate Aggregate
2,250
2,400
Transition Period
2006
2007
2008
Combined Combined Combined
District Revenue
United Way
BFKS
Other Events
Contributions
Operating Grants
Endowment & Int Inc
Total District Revenue
$539,075
$523,600
$490,089
$571,100
$402,576
$481,750
$392,704
$377,231
$155,580
$312,319
$15,626
$15,800
$1,995,650 $2,281,800
$585,000
$600,000
$600,000
$750,000
$500,000
$525,000
$460,000
$600,000
$350,000
$450,000
$16,000
$17,500
$2,511,000 $2,942,500
BBBSOK Revenue
Transition Funds
Board of Directors
Total Revenue
$
$
$
Total Revenue
Matches
2,650
3,200
Post-Transition Results
2009
2010
Combined Combined
4,000
4,760
5,650
REVENUE
-$
-$
-$
-
$500,000
$100,000
$600,000
$625,000
$1,000,000
$550,000
$800,000
$600,000
$20,000
$3,595,000
$660,000
$750,000
$1,100,000 $1,200,000
$580,000
$650,000
$1,050,000 $1,200,000
$750,000
$850,000
$30,000
$40,000
$4,170,000 $4,690,000
$400,000
$125,000
$525,000
$350,000
$150,000
$500,000
$
$ $300,000
$375,000
$300,000
$375,000
$1,995,650 $2,281,800
$3,111,000 $3,467,500
$4,095,000
$4,470,000 $5,065,000
District Expenses
BBBSOK Expenses
Total Expenses
$1,995,650 $2,281,800
$
-$ $1,995,650 $2,281,800
$2,581,162 $2,933,801
$529,839
$533,699
$3,111,000 $3,467,500
$3,541,495
$553,505
$4,095,000
$3,899,890 $4,477,787
$570,110
$587,213
$4,470,000 $5,065,000
Net Income (loss)
Program
Support
Total Expenses
$
-$ $1,536,650 $1,734,168
$458,999
$547,632
$1,995,650 $2,281,800
$
-$
-$
$2,344,573 $2,637,068 $3,146,457
$766,427
$830,432
$948,543
$3,111,000 $3,467,500 $4,095,000
EXPENSES
Function by Percentage
Program
Support
Cost Per Match
77%
23%
$887
Big Brothers Big Sisters of Oklahoma Business Plan
76%
24%
$951
75%
25%
$1,174
76%
24%
$1,084
77%
23%
$1,024
$
$3,448,874
$1,021,126
$4,470,000
77%
23%
$939
$ $3,932,583
$1,132,417
$5,065,000
78%
22%
$896
9
Revenue Assumptions
It is assumed that revenue will be generated through a combination of traditional
local fund raising and statewide initiatives.
District Revenue will come from three main sources each year, United Way, Bowl
For Kids’ Sake, and Annual Giving campaigns (individual multi-year pledges).
United Way and Bowl For Kids’ Sake have traditionally been the leading revenue
generators, followed by Other Special Events, Contributions, Operating Grants
and Endowments & Interest:
Historic % Of Generated Revenue By Category
United Way
Bowl For Kids’ Sake
Other Special Events
Annual Giving & Other Contributions
Operating Grants
Endowments & Interest
27.2%
24.5%
20.1%
19.6%
7.8%
.08%
It is projected that these sources will contribute almost equally to revenues in
2006 with BFKS growing rapidly, nearly doubling United Way funding by 2008. It
is assumed that the uniform deployment of BFKS in all markets via BBBSOK
oversight and assistance will increase revenue in all locations. Annual giving will
increase dramatically with full implementation of the Raising More Money model
in all markets.
Remaining District revenue each year will be received through special event-type
fundraisers; Contributions, Operating Grants, and Endowment Income and
Interest.
BBBSOK Revenue is a new revenue category generated by BBBSOK to fund the
transition during the first three years of the merger and contribute to the
statewide organization going forward. These resources will come from public
contributions and donations, and fund-raising activities of the newly formed State
Board of Directors.
Transitional funding is scheduled to be greatest in 2006, a total of $600,000
($500,000 in Transitional Funds plus $100,000 from the new Board). Transitional
funds will ramp down to $500,000 in 2008 while the Board of Directors funds rise
each year. Due to anticipated growth of the State Board, it is projected that
Board contributions will grow to $125,000 in 2007, $150,000 in 2008 and then
$300,000 and $375,000 in2009 and 2010. (It is projected that no further
transitional funds will be required after 2008, and in 2009 and beyond the state
organization will be sustained in large part by Board member contributions).
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A number of long-term supporters have expressed interest in contributing to
BBBSOK’s transitional funding requirements, and all parties are confident these
needs will be met. It is also anticipated that Big Brothers Big Sisters of America
will assist with Transitional Funding.
More Resources, More Matches
In an effort to model the success of the Green Country operation, new resource
staff will be deployed in the districts outside of Green Country. These resource
specialists will support fund raising and volunteer recruitment efforts in each local
market. It is projected the availability of these resources will lead to
dramatic growth in statewide matches:
Matches
6,000
5,650
5,000
4,760
4,000
4,000
3,200
3,000
2,250
2,000
2,400
2,650
1,000
Matches
2004
2005
2006
2007
2008
2009
2010
Revenue Projections
The increased fundraising resources provided to all districts via BBBSOK will
rapidly increase revenues statewide. It is anticipated that match and revenue
growth in Oklahoma City, Norman, Stillwater, and Shawnee will outpace Green
Country during the first five years following the merger:
BBBSOK Revenue Projections By Site, 2006 - 2010
BBBSOK
Green Country
Oklahoma City
Norman
Stillwater
Shawnee
New Sites
2006
$600,000
$1,406,000
$450,000
$340,000
$165,000
$150,000
$3,111,000
2007
$525,000
$1,577,500
$560,000
$400,000
$185,000
$170,000
$50,000
$3,467,500
Big Brothers Big Sisters of Oklahoma Business Plan
2008
$500,000
$1,880,000
$700,000
$470,000
$210,000
$185,000
$150,000
$4,095,000
2009
$300,000
$2,095,000
$875,000
$550,000
$225,000
$200,000
$225,000
$4,470,000
2010
$375,000
$2,205,000
$1,100,000
$625,000
$240,000
$220,000
$300,000
$5,065,000
11
Expense Assumptions
Expense assumptions are divided between traditional Agency operating
expenses and newly created BBBSOK expenses, which will be allocated in
stages beginning in 2007.
District Expenses
It is anticipated that the single largest Agency expense going forward will be
Program Services, starting at $2+ million in 2006 and rising each year.
Support Services, which include fund raising, management and administrative
costs will make up the next largest expense category.
Program expenses are projected to make up 75% of BBBSOK’s annual budget in
2006, rising to 78% in 2010 budget. The increase in Program expenses and
corresponding decline in Support expenses will be due to the increased
efficiencies generated by the merger – more resources serving more children.
BBBSOK Expenses
BBBSOK expenses during the merger transition period will come from the
Transitional Funds generated by the CEO and State Board of Directors. The
Transitional Funds will be earmarked for job creation at the statewide level,
including a CEO and Assistant, Vice President of Human Resources, IT
Manager, Grant Writer, plus local resource staff and Program expansion
throughout the state. It is assumed that following 2008, no additional Transitional
Funding will be necessary and that all services will be funded through increases
in traditional sources as well as new revenues generated on a statewide basis.
BBBSOK expenses for Staff compensation, benefits, taxes, and transportation
are projected to grow from $529,839 in 2006 to $587,213 by the end of 2008.
Detailed descriptions of projected revenues and expenses can be found in
subsequent sections of this document.
Expansion plans
While the primary focus in the first year of the merger will be match and revenue
growth in the existing sites, one of the long term objectives of the new statewide
effort will be to truly provide service throughout Oklahoma.
It is anticipated that new sites will be opened as the result of the leadership
efforts of a local champion who will be aware of the needs and resources
available in his or her local area. Service will likely be provided initially as an
outreach of an existing site, provided that some local funding is available.
BBBSOK will develop criteria for the opening of a staffed office (and new
districts).
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Timeline
The merger creating Big Brothers Big Sisters of Oklahoma is executing on the
following timeline:
May – August 2004
Sept. – Oct. 2004
December 2004
Jan. – June 2005
July – Sept. 2005
October 2005
Priority Issue Identification and Resolution
Present merger documentation to Agency boards
Board concerns addressed
Boards authorized Letter Of Intent preparation
Agency Boards approved the LOI
Due diligence begins
Preparation of business plan, organizational charts
and Pro Forma’s
Recruitment of State Board members begins
Funding discussions begin
Legal documents related to the merger filed
Legal formation of State organization
Hold first State Board meeting
Merge staffs into new organization
Set financial management/accounting practices in
place
Kick-off public awareness of Big Brothers Big Sisters
Of Oklahoma with statewide public relations
campaign
Risk Analysis
The Oklahoma Big Brothers Big Sisters agencies must overcome two risk factors
to successfully implement the merger strategy:

Each local Agency must remain committed to the merger strategy and
willingly releasing certain operating autonomies to the forming the
BBBSOK organization

Transitional funding is critical to the proposed merger’s success in 2006 2008. Incremental resources beyond the historical performance of the
individual Agencies must be secured. Current members of the merger
team believe a portion of the funding has already been secured with
additional discussions nearing completion.
Conclusion
Although merging the individual Agencies into one organization headed by a
statewide Board of Directors and CEO will be challenging, the move is necessary
for the continued survival and growth of Big Brothers Big Sisters in the state of
Oklahoma. Continuing on the present path will never yield the desired expansion
and service potential of a unified organization.
Big Brothers Big Sisters of Oklahoma Business Plan
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The state has been challenged to grow from serving 2,275 matches in 2004 to
13,000 long term, in line with Big Brothers Big Sisters Of America goals. In the
short term, the formation of BBBSOK will allow the state to nearly double the
number of matches to 4,000 in 2008 and then over 5600 in 2010. These
aggressive growth goals cannot be reached by the individual Agencies
expanding at their historical pace. A focused organizational expansion, reaching
out to new areas with satellite offices and resources provided by a statewide
organization is the best solution.
Going forward, BBBSOK and the statewide Board of Directors will utilize their
collective influence to generate greater sources of revenue for all Districts, open
new offices in areas where services are desperately needed such as Enid,
Lawton, McAlester, Muskogee, and Ponca City; and come closer to the goal of
serving every child in need within the state of Oklahoma. These attainable goals
will only be reached through the merger creating Big Brothers Big Sisters Of
Oklahoma.
Big Brothers Big Sisters of Oklahoma Business Plan
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Appendix
 BBBSOK Board Details
 Statewide and District Job Descriptions
 District Board Functions and Committee Structure
 BBBSOK
Staffing Details
 Comprehensive Organizational Chart
 Detail of Staff Responsibilities
 Merger
Task Force Plan
 CEO’s Resume
 Bylaws
Big Brothers Big Sisters of Oklahoma Business Plan
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POSITION TITLE:
STRUCTURE
Of the Board:
Member, BBBSOK Board of Directors (statewide)
 The Merger Task Force shall identify the initial BBBSOK Board.
 Upon initial election by Merger Task Force this self-electing Board will
further define profiles and qualifications needed to move forward effectively.
 Terms of original Board Members to be staggered between two and four
years to allow for continuity. Additional Board Members to be appointed to
four-year terms with option to renew for another four-year term.
 Nine to twenty-five (9-25) members, depending on need for members to assure
successful completion of mission of Board.
RESPONSIBILITIES:
 Governance of BBBSOK.
 Manage the CEO.
 Fund Raising: Give minimum personal contributions of $5,000 annually.
 Fund Development: Build minimum of $25,000 in additional donations to
BBBSOK annually.
 Set policies necessary for effective, growth oriented Agency.
 Protect Brand.
 Strategically plan for effectiveness and growth.
 Actively advocate for Agency and its programs.
 Recruit quality Directors for BBBSOK Board.
 Attend scheduled meetings, which include regularly scheduled Board
Meetings, special meetings called by Board Chair, Committee meetings, and
special events sponsored by Agency. Board and Committee attendance of
75% is required.
PROFILE
(Qualifications)
 Visible community leaders with extensive contacts in communities
served; executives of major corporations and/or major employers.
Persons of means who can contribute substantially from their personal
resources and can also attract gifts from their contemporaries, thereby
positively impacting the significant levels of funding needed to support the
objectives of Big Brothers Big Sisters of Oklahoma.
 Ability to personally donate as well as raise funds for BBBSOK.
 Willing to be committed and dedicated advocate for BBBSOK and its
programs.
 Ability and willingness to provide time necessary to fulfill obligation
to Board and BBBSOK.
 Ability to provide some strategically important expertise for BBBSOK.
Big Brothers Big Sisters of Oklahoma Business Plan
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POSITION
TITLE:
Member, District Board (local) BBBSOK
 The BBBSOK Board of Directors and statewide bylaws authorize the District Board.
STRUCTURE
of the Board:
 The District Board Development Committee will identify and present Board prospective
board members to the District Board for submission to the statewide BOD for approval.
 The District Board will have 10-40 members depending on local community needs.
 The terms of office will be three years and will be renewable for a second
three-year term.
 Members of current BBBS agency Boards will serve out their terms and will be
eligible for re-election.
 Maintain effective relationship with BBBSOK Board, primarily through their District
Board Chair.
.
RESPONSIBILITIES:
 Review and track performance of district’s goals including: match levels and metrics,
fundraising, and budget.
 Act as resources for BBBSOK staff, both at the district and statewide level.
 Fund Raising: Give a minimum personal contribution as determined by District Board
 Fund Development: Build annual donations to the District to allow successful
completion of BBBSOK and District missions.
 Recommend policies to BBBSOK Board necessary for effective match growth.
 Protect Brand.
 Develop annual plan for effectiveness and growth in alignment with the BBBSOK
strategic plan.
 Actively advocate for BBBSOK and its programs.
 Recruit quality members for District Board.
 Attend scheduled meetings, which include regularly scheduled Board Meetings, special
meetings called by Board Chair, Committee meetings, and special events sponsored
by Agency. Board and Committee attendance of 75% is required.
PROFILE
(Qualifications)
 Visible community leaders with extensive contacts in communities served. Members
to be persons who can contribute from their personal resources and can also attract
gifts from their contemporaries, thereby positively impacting the significant levels of
funding needed to support the objectives of Big Brothers Big Sisters of Oklahoma.
 Ability to personally donate as well as raise funds.
 Willing to be committed and dedicated advocate for BBBSOK and its programs.
 Ability and willingness to provide time necessary to fulfill obligation to the Board and
BBBSOK.
 Ability to provide some strategically important expertise for BBBSOK.
Big Brothers Big Sisters of Oklahoma Business Plan
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Big Brothers Big Sisters of Oklahoma Business Plan
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Vice
President
Resource
Development
Bowl For
Kids’ Sake
Other
Events
Planned
Giving
Individual
Giving
Major
Gifts
Grant
Writing
Facilities
Risk
Mgt.
Vice
President
HR/
Admin.
HR
Admin.
Payroll &
Benefits
Big Brothers Big Sisters of Oklahoma Business Plan
Accounting
Technology
21
Vice
President
Programs
Customer
Relations
Enrollment
&
Matching
Match
Support
Training
Quality
Assurance
Research
&
Evaluation
Vice
President
Partnerships
(Marketing)
Business
Partnerships
Faith
Based
Partnerships
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School
Partnerships
Public
Relations
Government
Relations
Advertising
22
Oklahoma – Underserved
Bartlesville
Ponca City
Enid
Claremore
Stillwater
Tulsa
Muskogee
Oklahoma City
Shawnee
Norman
Ada
McAlester
Existing Agencies
Lawton
Most Likely New Sites
Other Un-served Cities 10,000 or Above
Big Brothers Big Sisters of Oklahoma Business Plan
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Creation of the New Statewide
Big Brothers Big Sisters of Oklahoma
(BBBSOK)
Merger Documentation
Updated September 13, 2004
Phase I
Letter of Intent Phase
A. Form Merger Committees
All Existing Oklahoma Big Brothers Big Sisters agencies were invited to attend a kickoff meeting on May 15, 2004 to discuss the formation of a new statewide organization
designed to serve significantly more youth in Oklahoma. All agencies attended except
Stillwater. A Merger Committee has been formed and is comprised of two people from
each agency (generally the ED and a Board member) and representatives from Big
Brothers Big Sisters of America. Those in attendance agreed to form a Merger
Committee to determine the benefits of a merger and how it could be achieved. The
members of the Merger Committee are:
Norman
Diane Murphree- ED
Dirk O’Hara- Board
Oklahoma City
Kurt McDowell- Board
Mark Whitmire- Board
Shawnee:
Angela Patterson- ED
AmyBeth Mainord- Board
Stillwater- Unable to Attend
Tulsa:
John Jacobs- ED
JoAnn Schaub- Board
National:
Clay Brewer
Kenny Taylor
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B. Establish Communication Channels
Each board informally approved the formation of the Merger Committee and authorized
its representatives to begin the process of determining if there are enough consensuses to
pursue a merger and provide specifics on how such a merger would be structured and
achieved.
The Merger Committee agreed to meet monthly and report back to their boards on the
progress made.
C. Background
Benefits of a Statewide Agency:
 Cost effectiveness
 Centralized leadership
 Communication of best practices
 Synergy
 Revenue
 Build off each others work-keep people involved as move around
 Stronger position within the state in terms of influence and funding from the state
 Better staff benefits: longevity, career opportunities, staff retention, and attractive
salaries for specialists who serve all locations.
 More attractive to larger businesses-not competing with ourselves
 More varied grant support options
 Hiring more experienced centralized skill sets-grant writing, etc.
 Rollout of new programming: training,
 Serve more kids: quality, expansion, staff sharing
 Leveraging promotion, purchasing, connections, recruitment and linkage
 Attract new resources- bigger vision/bigger dollars
 Technology opportunities-taking advantage of state infrastructure: single domain,
tracking/cultivation of donors and volunteers
Issues, Concerns, Challenges of a Statewide Agency:
 Representation from Advisory to District? District to State?
 Implementation Timeline?
 Too much overhead too early?
 How does model accommodate current footprint?
 Director just over a region-city of location would be a site
 Loss of local board?
 Is Advisory Council the board?
 Don’t want the board to lose connection to program
 Keep incentives alive to retain local ownership-$
 Willingness to give up power to achieve more matches/money
Big Brothers Big Sisters of Oklahoma Business Plan
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










Should there be a separate governance board?
How do you serve a low resource/high need community?
Annual meeting for all board levels to keep in loop/update?
Retain ownership while vision/big picture focus
Start by getting current operations up to goal before opening new locations
Won’t take away from one to staff/strengthen another
Start from scratch to organize as opposed to looking at what we already have and
try to fix it into some model
Is the district board level necessary?
How will state CEO, etc. position be funded?
Allocation of expenses?
Will there be an out after you joining?
D. Define and Prioritize Top Priority Issues:
1. Organizational Structure
2. Role of the Statewide Board
3. Mission of Statewide Organization
4. Role of the Statewide CEO
5. Operation of the Statewide Organization
6. The Role of the Local Board of Directors
7. The Relationship Between the State and Local Board (s)
8. Treasury Functions
9. United Way
10. Staffing
E. Seek Resolution of Top Priority Issues
The Merger Committee has agreed to the following principles with respect to the “top
priority” issues identified below:
Organizational Structure
1. The new organization will be called Big Brothers Big Sisters of Oklahoma
(BBBSOK)
2. BBBSOK will be one legal entity operating as one organization under IRC
Section 501(c)(3)
3. It will be one organization that is seamless and has no geographic boundaries
within the state of Oklahoma
4. There will be one statewide Board of Directors
5. There will be one statewide CEO
6. The organization will be a single affiliate to National
7. BBBSOK will be loyal to all existing monies and endowments
8. Donor wishes are authoritative
The Role of the Statewide Board of BBBSOK
1. This will be a highly influential Board
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2. It will be a new Board, not a combination of existing Boards
3. It will perform all functions of a Board of Directors and advocate for the
organization in the most effective way
4. It will not be a representative Board
5. It will be an “at large” Board
6. It should be diverse to give access geographically
7. It will initially have 10 to 20 Board Members and each board member will make a
substantial annual contribution.
8. Hereinafter, all references to Board of Directors means the new BBBSOK Board
Why Reorganize and Form BBBSOK?
1. To operate as one organization statewide for the purpose of serving more children
in Oklahoma
2. To serve 13,000 children in the state of Oklahoma in conjunction with the
nationwide effort to serve 1 million children
3. To provide significant growth in terms matches served and money raised over and
above the current level of the existing Oklahoma agencies
4. To gain optimal efficiency and effectiveness through an infrastructure that builds
capacity to serve more children
Identification of the Statewide CEO
1. BBBSOK will be an organization that can attract top leadership
2. John Jacobs will be the first CEO of the new BBBSOK unless he declines to
accept the position.
3. John qualifications for the job are as follows: (See attached resume)
The Operation of BBBSOK
1. BBBSOK will use all Big Brothers Big Sisters best practices and will have
uniformity in practices at all locations
2. When there is a state Board and state CEO, the existing agencies will report to the
CEO through the chain of command
3. New money will need to be raised to pay for new positions
4. Seek new monies to support reorganized and increased capacity
The Role of the “Local Board of Directors” (Name to be determined)
1. Is an authorized group, authorized by the BBBSOK Board of Directors and
statewide by-laws
2. Loyalty is to the local staff and to the statewide organization
3. Shall serve as advocates for obtaining resources to flow to the local organization
4. Board membership should be structured to encourage “ownership”
5. There will be no operational accountability
6. The Functions of the Local Board of Directors will be as follows:
 Fund Development Recruitment and PR
 Events/Activities
 Board Development
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 The board can self-perpetuate
 There will be terms of office, officers, qualifications, criteria, etc.
7. The following functions will be performed by the BBBSOK Board
 Finance
 Program
 Personnel
8. The Local Board will have a funding goal and a match goal
9. There will be one set of by-laws for all
10. The Board will meet on a regular basis
The Relationship Between the BBBSOK Board, CEO and Local Board (s)
1. There will be no representation by the Local Board on the BBBSOK Board
2. Communication Channels will be developed to include:
a) BBBSOK Board may encourage Local Boards on task forces to advance
statewide initiatives
b) Organize a statewide conference involving all Board and Staff members (similar
to our current regional conferences)
c) BBBSOK CEO would attend Local Board meetings (frequency to be determined)
d) A newsletter would serve as a vital form of communication
Treasury Functions
1. For treasury purposes, all money belongs to BBBSOK because we are one
organization. Therefore, all money rolls up and there is one set of financials for
BBBSOK with individual budgets for each location for management purposes.
2. The BBBSOK Board will determine how and where the money is deposited and
invested. It is anticipated that the BBBSOK Board would want to give
consideration to placing funds with local financial institutions in local
communities to the extent it is cost effective to do so
3. Designated funds will be used according to the wishes of the donor. If funds are
designated by the donor to be used locally, they will be used locally.
4. At the formation of BBBSOK, it is the Merger Committee’s recommendation that
each Agency allow their reserves to roll up to BBBSOK. However, each Agency
will have the option of retaining control of their reserves for a period of up to
_____years (not forever).
5. There are legal issues involving endowments that must be researched. To the
extent Endowment funds are designated, they will be used according to the wishes
of the donor. TO the extent not designated, the money will be deposited in a
BBBSOK Endowment.
6. The Merger Committee agreed in principle that the new organization will have
start-up costs, will experience an increase in expenses initially and will not be
‘profitable” year-one. Expenses will grow before matches will grow. Over time,
the new organization will become more efficient and the cost per match numbers
will improve.
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7. In year one, the intent will be to create budgets that will fund existing agencies at
their current levels. Thereafter, the goal of BBBSOK will be to grow revenue and
matches in the state.
United Way
1. We will partner with major stakeholders such as the Untied Way in the formation
of this new organization
2. We will foster good relationships with the United Way agencies in the
communities we serve
3. We will provide financial information according to their requirements for
purposes of participating in the various United Way funding processes
Staffing and Operations
1. All existing agency directors (and their staffs) will report directly to the CEO.
2. Staff will be organized against function.
3. Organizational Charts are being developed three years into the future with match
goals
4. See attached Organizational Charts
F. Document understanding in a Letter of Intent and seek board approval
(To be prepared and attached)
Phase II
Due Diligence and Merger Agreement
A. Conduct Formal Due Diligence
Review the following at all agencies:
Financial:
Financial statements and budgets
Audits
Endowments
Designated and non-designated funds
Investments and Investment contracts
Program
Program Audits (conduct a program risk assessment)
Insurance policies
Policies Procedures
Pending litigation
Risk assessment
5-Year Evaluation
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Administration:
Existing Contracts:
Leases
Affiliation agreements with national
By-laws
Payroll and Benefits:
Payroll providers/processes
Salary structure and Job Descriptions
Policies and Procedures
Welfare Benefits
Retirement Benefits
Employment agreements
Informal commitments to employees
B. Determine Legal Structure of New Entity
1.
2.
3.
4.
What happens to old 501 C 3 ?
Liability (new and old)
New By-laws
What personnel policies and procedures apply from day one?
C. Negotiate Merger Agreement
D. Seek Board Approvals for Merger
E. File with Regulatory Agencies
Big Brothers Big Sisters of Oklahoma Business Plan
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Big Brothers Big Sisters
Formation of a Statewide Organization
Letter of Intent
(Insert name of your organization here)_____________(“hereinafter referred to as the
“Corporation”), is a Corporation organized and existing under the laws of the State of Oklahoma.
The Board of Directors is the governing body of the Corporation. The Corporation has engaged
in discussions with other Big Brothers Big Sisters agencies in Oklahoma, Oklahoma City,
Norman, Shawnee, Stillwater, and Tulsa toward the intention of merging into a newly formed
statewide Big Brothers Big Sisters 501c 3 organization for the purpose of: 1) efficiently and
effectively providing Big Brothers Big Sisters services to the children of Oklahoma; and 2)
serving more children in Oklahoma who are in need of these services.
The Corporation has authorized a board member (or advisory board member) and a staff member
to participate in a Big Brothers Big Sisters of Oklahoma Merger Committee to provide
stewardship and due diligence by engaging in appropriate meetings, gathering data, and devising
plans and strategies toward merger activities. The Merge Document and Timeline draft prepared
by the Merger Committee have been shared with the Executive Committee of the Board of
Directors and the “Top Priority Issues” have been presented to the Board of Directors for
consideration and review.
The Corporation approves the continued service of the two authorized individuals on the Merger
Committee and authorizes them to participate in a detailed due diligence process which will
involve sharing certain agency information, subject to the approval of the Board of Directors, as
is necessary to complete appropriate and meaningful due diligence.
By signing this Letter of Intent, the Corporation agrees to enter into the due diligence phase of
this process with the intent of forming a statewide agency subject to the conclusion of successful
due diligence and a merger plan acceptable to the Board of Directors of the Corporation. The
Corporation has the right to withdraw from statewide discussions at any time. The decision to
join a statewide organization rests solely with this Board of Directors. The Board will make the
final merger decision at a future date.
We appreciate the work of the Merger Committee and look forward to receipt of your final report
for consideration by our Board of Directors.
Executed this _____day of __________, 2004.
By: (Signature)
(Print name)
As Its Board President
(Agency Name)_____________________________________
[Approved by all five
Oklahoma BBBS Agencies in
Sept/Oct of 2004]
Revised September 10, 2004
Big Brothers Big Sisters of Oklahoma Business Plan
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JOHN W. JACOBS
4611 S. Evanston Avenue
Tulsa, OK 74105
(918) 743-2859 home
(918) 744-4400 work
Email: jjacobs@bigbrothers-tulsa.org
Experience:
Sept. 1989 - Present
Executive Director
Big Brothers and Sisters of Green Country
Tulsa, Oklahoma
Assumed leadership of an underdeveloped program struggling with
budget difficulties and a falling service level. Increased volunteer
recruitment efforts, streamlined intake procedures, developed new Board
recruitment and training system, implemented new Bowl for Kids’ Sake
format (now a $400,000 event); new long range planning process.
Agency service level has grown from 75 to over 1100 matches served
annually while cost per match is down 30 percent.
Developed new casework manual, moved into new facility, secured and
implemented new computer network, developed new program for
matching juvenile offenders, instituted new self-evaluation process;
developed new school-based mentoring program which is now nationally
recognized. Expanded service area by developing Bartlesville and
Claremore satellite operations. Revived funding relationship with local
United Way; increased annual funding from $0 to $285,000 in five years.
In 2002 the organization was invited to join the BBBSA Large Agency
Alliance (top 5% of BBBS agencies nationwide).
Elected president of national Executive Directors Association (1995/96);
named “Executive in Residence” for Big Brothers/Big Sisters of America’s
national training for new Executive Directors; assisted with curriculum
development. Continue to present workshops on agency management,
Board development, volunteer recruitment, and fund development at
national and regional levels.
Oct. 1984 - Sept. 1989
Jan. 1976 - Aug. 1983
Big Brothers - Big Sisters of Sedgwick County
Wichita, Kansas
Oct. 1984 - Sept. 1989
Associate Director
Resumed position of Associate Director after one year in private sector as
a management consultant/trainer. Responsible for all day-to-day program
operations. Developed a comprehensive sexual abuse prevention-training
program. Continued to chair screening committee, which reviewed
Big Brothers Big Sisters of Oklahoma Business Plan
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approximately 400 candidates per year. Resigned to take the Tulsa
executive director position.
July 1979 - Aug. 1983
Associate Director
Manager for program operations; supervised and evaluated the work of 12
full-time and 6 part-time professionals; chaired screening committee;
liaison to major Board committees; conducted salary surveys, program
and budget projections; and long-range planning. Developed training
program for staff; rewrote comprehensive Casework Manual (purchased
by over 50 Big Brother-Big Sister agencies). Made numerous funding
presentations to United Way, private and government agencies.
Presented workshops on agency management, public relations, and
volunteer recruitment at several national and regional conferences. Only
non-executive director ever elected chairperson of Region IX Professional
Staff Council. Coordinated nationwide survey and forum on priorities for
the BB/BSA federation. In 1982, assumed staff responsibility for special
event fundraising. Several projects, including Bowling Classic, set new
records for success.
Jan. 1978 - July 1979
Recruitment Coordinator
Developed a yearly volunteer recruitment/marketing plan and budget
($30,000 - 40,000). Implemented and evaluated all recruitment activities
for the agency, reported in writing. Became familiar with all aspects of
public relations including: television and radio production, press releases,
marketing research, brochure layout and copy writing, photography and
multimedia; worked well under pressure with tight deadlines; averaged
over 50 group presentations yearly; co-editor of Recruitment News, a
nationwide newsletter. Supervised part-time caseworkers; developed
volunteer orientation process which is still in use. Edited Saturday Hero
Post, a local recruitment newsletter. Promoted to Associate Director.
Jan. 1976 - Jan. 1978
Caseworker
Personally screened prospective volunteer candidates to determine
suitability for the program. Assessed client needs by interviewing and
conducting home visits with parents and children. Became familiar with
every kind of home environment; counseled an active caseload of 60
matches; conducted closing interviews. Promoted to Recruitment
Coordinator.
Big Brothers Big Sisters of Oklahoma Business Plan
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June 1969 - Sept. 1976
Weyl-Bausch Tire Co.
Full and part-time as schedule permitted while attending W.S.U., full-time
after graduation. Hired as a summer tire changer, promoted to shop
foreman, then to dispatcher, sales and credit.
Education:
1974
B.A., Wichita State University
1978 - 83
various business management courses - Center for Management Development
(Wichita State University)
1984
“Successful Selling” - Management Training and Development Systems
(Wichita)
1993
“Investment in Excellence” - Pacific Institute (Texaco)
1994
“Principles and Techniques of Fundraising” - The Fund Raising School
(Indiana University Center on Philanthropy)
2002
“Leadership Development Program” – Center For Creative Leadership
(July 2002, Colorado Springs)
Affiliations:
 Big Brother Volunteer (1971 - 1983)
 Big Brothers/Big Sisters of America (BB/BSA) Executive Directors Association
(National president 1995/96)
 DeWitt Wallace - Readers Digest “Leadership and Diversity Challenge” Advisory Group (1993 97)
 “Executive in Residence”, BB/BSA new CEO Training (1995 - present)
 BB/BSA Task Group on Volunteer and Staff Development (1996)
 Oklahoma Association of Big Brothers/ Big Sisters Agencies (past president)
 All Souls Unitarian Church, Tulsa, Oklahoma (Board of Trustees 1995-1999)
 South Tulsa Soccer Club (youth soccer coach)
 Tulsa Area United Way Member Agency Executive Directors Association
(Chair 1999-2000)
 Tulsa Area United Way Campaign Cabinet (2000, 2001)
 School-based mentor volunteer (1997 - 98)
Interests:
Hiking and backpacking, bicycling, blacksmithing, reading, sports, coaching, teaching church school,
cooking.
Big Brothers Big Sisters of Oklahoma Business Plan
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BYLAWS
ARTICLE I
NAME AND OFFICE
The name of the Corporation shall be Big Brothers Big Sisters of Oklahoma, Inc.,
hereinafter referred to as the “Corporation,” an Oklahoma not-for-profit corporation, with
principal offices located in the City of Tulsa, in the County of Tulsa, in the State of Oklahoma.
ARTICLE II
PURPOSE
1.
Purpose. The purposes of the Corporation shall be exclusively charitable and
educational, specifically to:
(a)
Aid children primarily of single-parent families throughout
the State of Oklahoma, in their social, emotional and character
development.
(b)
Select volunteer Big Brothers and Big Sisters and assist
them in establishing relationships with children primarily from singleparent families for the purpose of assisting such children in their social,
emotional and character development.
(c)
Provide services to single-parent families and to join with
other organizations providing human services to such families.
(d)
Possess all powers which a corporation organized under the
General Corporation Act of the State of Oklahoma, as amended, possesses
which are not in conflict with the purposes for which the corporation was
organized, including, but not limited to, the power to purchase, take,
receive, lease as lessee or lessor, take by gift, devise or bequest, or
otherwise acquire, own, hold, use, invest in and otherwise deal in and with
any real or personal property or any interest therein situated in or out of
the State of Oklahoma; to sell, convey, pledge, mortgage, assign and
otherwise transfer or dispose of all or any part of its property and assets; to
guarantee the debts or obligations of the Corporation and to distribute,
contribute, expend, donate, apply and appropriate all of its property and
assets, and all proceeds and avails thereof, and income and profit derived
therefrom, exclusively for charitable education, scholastic, medical, or
scientific purposes.
2.
Inurement of Income. No part of the net earnings of the Corporation shall inure to
the benefit of or be distributed to its members, trustees, officers, or other private persons except
Big Brothers Big Sisters of Oklahoma Business Plan
35
that the Board of Directors of the Corporation shall be authorized and empowered to pay
reasonable compensation for services rendered.
3.
Legislative or Political Activities. 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) any political campaign on behalf of or in opposition to any
candidate for public office.
4.
Dissolution Clause. In the event of the dissolution or liquidation of the
Corporation, and after payment of just debts and liabilities, all remaining assets shall be
distributed to an organization or organizations which qualify as an exempt organization under
Section 501(c)(3) of the Internal Revenue Code of 1986, as amended, as the Board of Directors
shall determine.
ARTICLE III
BOARD OF DIRECTORS
1.
General Powers. The property, affairs and business of the Corporation shall be
managed by the Board of Directors.
2.
Membership. The membership of the Corporation shall consist of all members of
the Board of Directors, for as along as their respective terms of office shall continue.
3.
Number and Term of Office.
(a)
The Board of Directors shall consist of no fewer than six (6) persons and
no more than twenty-five (25) persons. The term of office of each initial Director shall
be staggered between two (2) and four (4) years to allow for continuity. Additional
Directors shall be appointed to four-year terms with the option to renew for an additional
four-year term. If two consecutive four-year terms are served, the Director may not stand
for re-election for a one (1) year period.
(b)
A vacancy on the Board of Directors shall be deemed to exist in the case
of death, resignation or removal of any Director.
(c)
Whenever the office of a Director becomes vacant, a majority of the
remaining Directors may appoint a replacement to serve for the remainder of the
unexpired term. The number of years served during the fulfillment of an unexpired term
will not be counted as part of the two term limitation rule, as set out in Section 3(a)
above.
(d)
Any Director may resign at any time by giving written notice of his or her
resignation to the Chair of the Board of Directors or the Secretary/Treasurer. Any such
resignation shall take effect at the time specified therein or, if the time when it shall
become effective shall not be specified therein, immediately upon its receipt. Unless
Big Brothers Big Sisters of Oklahoma Business Plan
36
otherwise specified therein, the acceptance of such resignation shall not be necessary to
make it effective. If the Board of Directors accepts the resignation of a Director rendered
to take effect at a future time, the Board of Directors shall have power to elect a successor
to take office when the resignation is to become effective.
(e)
Any Director may be removed from membership by the affirmative vote
of two-thirds (2/3) of the voting members of the Board of Directors at any regular or
special meeting called for that purpose, for conduct detrimental to the interests of the
Corporation, for lack of sympathy with objectives, or for refusal to render reasonable
assistance in carrying out its purposes.
4.
Regular Meetings. A regular annual meeting of the Board of Directors for the
purpose of election of officers of the Corporation and the transaction of any other business
coming before such meeting shall be held each year in March and no notice of such meeting to
the elected Directors shall be necessary in order to legally constitute the meeting, provided a
majority of the whole Board of Directors shall be present. If a majority of the Board of Directors
shall not be present, then such regular annual meeting may be held at such time as shall be fixed
by the consent, in writing, of all Directors or upon written notice in the manner specified in
Section 7 of this Article. Other regular meetings of the Board of Directors may be held without
notice at such time as shall from time to time be determined by the Board of Directors.
5.
Place of Meeting. Regular meetings of the Board of Directors shall be held at any
place within or without the State of Oklahoma which has been designated from time to time by
resolution of the Board of Directors or by written consent of all Directors. In the absence of such
designation, regular meetings shall be held at the principal office of the Corporation. Special
meetings of the Board of Directors may be held either at a place so designated or at the principal
office.
6.
Special Meetings. Special meetings of the Board of Directors shall be held upon
written request of the Chair or the Chair-Elect, or upon the written demand of any three (3)
Directors addressed to the Chair, Chair-Elect or Secretary/Treasurer, stating the purpose or
object of the meeting. No business shall be considered at any special meeting other than the
purpose mentioned in the notice of the meeting given to each Director, except upon the
unanimous consent of all Directors.
7.
Notice. Notice of such special meeting shall be mailed to each Director at his or
her residence or usual place of business at least five (5) working days before the date on which
such meeting is to be held. Every such notice shall state the time, date, place and purpose of the
special meeting.
8.
Waiver of Notice of Meetings. Notice of meetings shall be given to each Director
as specified herein. But any Director may either before, at, or after any meeting waive notice
thereof. Any Director, by his or her presence at any meeting, shall be deemed to have waived
notice. Any meeting of the Board of Directors, even without notice, shall be legal and valid if all
members of the Board of Directors are present.
Big Brothers Big Sisters of Oklahoma Business Plan
37
9.
Quorum and Manner of Acting. A simple majority of voting Directors shall
constitute a quorum for the transaction of business at any meeting and the acts of the majority of
the Directors present at any meeting at which a quorum is present shall be the act of the Board of
Directors. In the absence of a quorum, a majority of the Directors present may temporarily
adjourn any meeting from time to time until a quorum is present. In the event any meeting is
adjourned for lack of a quorum, the Chair or the Secretary/Treasurer of the Corporation shall
announce to those present the time, date and place for the meeting to reconvene. No other notice
shall be required. In the event a quorum is present when the meeting reconvenes, any action
taken by the Board of Directors at that time shall be deemed valid as if taken at the meeting that
was temporarily adjourned for lack of a quorum.
10.
Action by Consent. Any action required or permitted to be taken at any meeting
of the Board of Directors may be taken without a meeting if a written consent to said action is
signed by all members of the Board of Directors and such written consent is filed with the
minutes of its proceedings.
11.
Meetings by Telephone or Similar Communication. The Board of Directors may
participate in a meeting by conference telephone or other similar communication equipment by
which all Directors participating in the meeting can communicate with each other. Participation
in such meeting shall constitute presence in person by each Director at such meeting.
ARTICLE IV
OFFICERS
1.
Number, Qualifications and Designation. The officers of the corporation shall be
chosen by the Board of Directors and shall be a Chair, Secretary/Treasurer and such other
officers as may be elected in accordance with Section 3 of this Article. One person may hold
more than one office.
2.
Election and Term of Office. The Chair, Secretary/Treasurer and such other
officers shall be elected by the current Directors annually in March. Each officer shall continue
in office until his or her successor shall have been duly elected and qualified, and shall have
entered upon the discharge of his or her duties.
3.
Other Officers. The Board of Directors may from time to time elect such other
officers, including without limitation a Chair-Elect of the Board of Directors and one or more
Vice Presidents, Assistant Secretaries and Assistant Treasurers, who shall hold their offices for
such terms and shall exercise such powers and perform such duties as are provided in these
Bylaws, or as the Board of Directors may from time to time determine.
4.
Resignations. Any officer may resign at any time by giving written notice to the
Chair or to the Secretary/Treasurer of the Corporation. Such resignation shall take effect at the
date of the receipt of such notice or at any later time specified therein, and the acceptance of such
resignation shall not be necessary to make it effective.
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5.
Vacancies. A vacancy in any office because of death, resignation, removal or any
other cause shall be filled for the unexpired portion of the term by election of the Board of
Directors at any regular meeting or a special meeting called for that purpose.
6.
Removal. Any officer may be removed from office by the affirmative vote of
two-thirds (2/3) of voting members of the Board of Directors at any regular or special meeting
called for that purpose, for conduct detrimental to the interests of the Corporation, for lack of
sympathy with its objectives, or for refusal to render reasonable assistance in carrying out its
purposes.
7.
Salaries. Unless the Directors vote for compensation to be paid, no compensation
or payment shall be made to any Director of the Corporation except as a reasonable allowance
for actual expenses incurred on behalf of the Corporation.
8.
Chair of the Board and Chair-Elect. The Chair of the Board of Directors, if any,
shall preside at all meetings of the Board of Directors and shall perform such other duties as may
be prescribed by the Board of Directors from time to time. He or she may sign and deliver on
behalf of the Corporation any deeds, mortgages, bonds, contracts, certificates, powers of attorney
and other instruments which the Board of Directors has authorized to be executed, except in
cases where the signing and execution thereof shall expressly be delegated by the Board of
Directors or by these Bylaws to some other officer or agent of the corporation or shall be
required by law to be otherwise signed or executed. The Chair-Elect, if any, shall, at the request
of the Chair or in his or her absence or disability, perform the duties and exercise the powers of
the Chair, and shall perform such other duties as the Board of Directors shall prescribe.
9.
Secretary/Treasurer. The Secretary/Treasurer of the Corporation shall:
(a)
Keep the minutes of the meeting of the Board of Directors.
(b)
See that all notices are duly given in accordance with the provisions
required by these Bylaws and by law.
(c)
Be custodian of the records.
(d)
Have such powers and duties as may be assigned to him or her by the
Board of Directors.
(e)
Have charge and custody of and be responsible for all funds and securities
of the Corporation, deposit all such funds in the name of the Corporation at such banks,
trust companies and other depositories as shall be designated by the Board of Directors.
(f)
At all reasonable times exhibit the books of account and records of the
Corporation to any Director or to any other person legally entitled to inspect such books
and records upon application during business hours at the office of the Corporation or at
such other place as these books may be kept.
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(g)
Render statements of the condition of the finances of the Corporation at all
regular meetings of the Board of Directors.
ARTICLE V
CHIEF EXECUTIVE OFFICER
1.
Chief Executive Officer. The Board of Directors may employ a suitable and
qualified person as Chief Executive Officer of the Corporation who shall serve at the will of the
Board of Directors. The Chief Executive Officer shall:
(a)
Manage the Corporation’s executive office and related support staff, under
the direction of the Board of Directors.
(b)
Maintain a complete and accurate list of the members of the Corporation
and their addresses and membership status.
(c)
Preserve copies of the minutes of all Corporation, Board of Directors and
Executive Committee meetings, and the originals of all officers’ committee and other
reports, and all other records, books and papers of the Corporation.
(d)
Attend all meetings of the Board of Directors, and, in the absence of the
Secretary/Treasurer, keep the minutes of such meeting.
(e)
Perform all other duties as may be assigned by the Executive Committee
or the Board of Directors.
(f)
Have the power to sign checks (without the countersignature of the
Corporation’s Treasurer) to and including an amount established by the Board of
Directors.
2.
Surety Bond. The Board of Directors may require a surety bond for the faithful
performance of the duties of the Chief Executive Officer in favor of the Corporation in such form
and for such amount as the Board of Directors may approve.
ARTICLE VI
COMMITTEES
1.
Role and Responsibilities. The Chair of the Board of Directors may appoint such
committees, either standing or special, as the Chair may from time to time deem desirable.
Except as may be directed by the Board of Directors, committee members shall not be required
to be members of the Board of Directors. However, membership on any committee which is
charged with fulfilling and discharging the duties and responsibilities of the Board of Directors
between regular meetings thereof or otherwise shall be limited to members of the Board of
Directors. The terms of committee members shall be coterminous with the Chair’s term. The
Chief Executive Officer of the Corporation may be a member of each committee. The
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committees shall report proceedings of all meetings and any recommendations are to be
submitted for Board of Directors approval.
2.
Executive Committee.
(a)
Members of the Executive Committee. The Corporation may have an
Executive Committee consisting of the Chair, Chair-Elect, the Secretary/Treasurer, Fund
Development Chair, Program Chair, Board Development Chair, Marketing Chair and
Immediate Past Chair.
(b)
Meetings of the Executive Committee. The Executive Committee shall
make its own rules as to time, place and notice of meetings and its own rules of
procedure.
(c)
Powers of the Executive Committee. The Executive Committee, except to
the extent limited by the Oklahoma General Corporation Act, shall have the powers of
the Board of Directors during the periods when the Board of Directors is not in session
and such other powers as may be lawfully delegated to it by the Board of Directors.
(d)
Waiver of Notice. Any actions taken at any meeting of the Executive
Committee, however called and noticed or wherever held, shall be as valid as though a
meeting had been duly held after regular call and notice, if a quorum be present and if,
either before or after the meeting, each of the members not present signs a written waiver
of notice or a consent to holding such meeting or an approval of the minutes thereof.
(e)
Removal. The entire Executive Committee or any individual member
thereof may be removed from the Executive Committee with or without cause by a vote
of a majority of the whole Board of Directors.
(f)
Vacancies. The Board of Directors shall fill all vacancies of officers in the
Executive Committee which may occur from time to time. Other vacancies shall be
appointed by the Chair of the Board of Directors.
(g)
Action without meeting; Telephonic Meeting. Action may be taken by the
Executive Committee in the manner allowed by the Board of Directors pursuant to
Article III, Paragraphs 10 and 11.
(h)
Personnel. The Executive Committee shall evaluate annually the Chief
Executive Officer and other full-time staff of the Corporation for the purpose of
establishing compensation.
ARTICLE VII
CONTRACTS, CHECKS AND DEPOSITS
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1.
Contracts, Checks, Drafts, Deposits and Funds. The Board of Directors may
authorize any officer or agent of the Corporation to enter into any contract or execute and deliver
any instrument in the name of and on behalf of the Corporation.
2.
Checks, Drafts, etc. All checks, drafts, or other orders for the payment of money,
notes or other evidence of indebtedness issued in the name of the Corporation shall be signed by
such person or persons in such manner as shall from time to time be designated by the Board of
Directors.
3.
Deposits. All funds of the Corporation shall be deposited to the credit of the
Corporation under such conditions and in such banks, trust companies, or other depositories as
the Board of Directors or Executive Committee may designate or as may be designated by any
officer or agent of the Corporation to whom such power has been delegated by the Board of
Directors; and for the purpose of such may endorse, assign, and deliver checks, drafts and other
orders for the payment of money which are payable to the order of the Corporation.
ARTICLE VIII
RECEIPT AND DISTRIBUTION OF ASSETS
1.
Receipt of Assets. All donations offered to the Corporation are subject to the
approval of the Executive Committee or the Board of Directors. This includes, but is not limited
to, contributions of cash, securities, real estate, personal property, equipment and furniture. All
funds received by the Corporation as charitable gifts shall be used in the active conduct of
charitable and educational activities of organizations exempt under Section 501(c)(3) of the
Internal Revenue Code of 1986, as amended, and other activities for which the Corporation was
organized, provided that trust funds and restricted gifts shall be used in accordance with the
terms thereof.
2.
Distribution of Unrestricted Funds. During each fiscal year, the Board of
Directors may distribute unrestricted funds as is appropriate under these Bylaws or policies and
procedures established by the Board of Directors.
3.
Restricted Gifts. The Corporation may accept any contributions, gifts, bequests,
or assignments for the general or for any special purpose of the Corporation. It may act as the
Trustee of any trust of which the Corporation also is a beneficiary, such as a charitable remainder
unitrust for which the Corporation is the remainder beneficiary.
4.
Investments. The Corporation may for investment purposes, commingle funds
from various trusts, but no restricted or trust funds shall be used for purposes which are
inconsistent with the terms of the restriction or trust, and an appropriate accounting shall be
maintained at all times to assure that there is an appropriate and effective identification of the
amount of all the commingled funds belonging to each separate trust, restricted gift, or other
source.
ARTICLE IX
FISCAL YEAR
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The fiscal year of the Corporation shall commence on the first day of January and end on
December 31st of each year.
ARTICLE X
SEAL
The Corporation shall have a seal in the form impressed in the margin opposite this
article of the Bylaws.
ARTICLE XI
INDEMNIFICATION
Every member of the Board of Directors, each District Board, officer, or employee of the
Corporation, including members of all committees of the Corporation in the performance of their
duties shall be indemnified by the Corporation against all reasonable expenses and liabilities,
including counsel fees, necessarily incurred, and when approved by the Board of Directors, by or
imposed upon such Director, District Board member, officer, employee or member of a
committee in connection with any threatened action, pending action or completed action, suit or
proceeding, whether civil, criminal, administrative or investigative (other than an action by or in
the right of the Corporation) to which such Director, District Board member, officer, employee
or member of a committee may be made a party or in which such person may become involved
by reason of being or having been a Director, District Board member, officer, employee or
member of a committee, or any settlement thereof, whether or not such person is a Director,
District Board member, officer, employee or member of a committee at the time such expenses
are incurred, if such person acted in good faith and in a manner such person reasonably believed
to be in or not opposed to the best interests of the Corporation. This indemnification shall not
apply in such cases where the affected Director, District Board member, officer, employee or
member of a committee is found to not have acted in good faith or in a manner reasonably
believed to be in or not opposed to the best interests of the Corporation or where the employee is
adjudged guilty of willful misfeasance or malfeasance in the performance of such person’s
duties. Provided, that in the event of a settlement, the indemnification herein shall apply only
when the Board of Directors approves such settlement and reimbursement as being for the best
interests of the Corporation. The provisions of this Section shall be applicable to actions, suits or
proceedings pending at the adoption hereof or commenced after the adoption hereof, whether
arising from acts or omissions occurring before or after the adoption hereof, and to Directors,
District Board members, officers, employees and members of a committee and other persons
who have ceased to render such service, and shall inure to the benefit of the heirs, executors and
administrators of the Directors, District Board members, officers, employees and members of a
committee referred to in this Section. This indemnity agreement shall not inure to the benefit of
any indemnitor, insurer, surety, or bonding company.
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ARTICLE XII
INSURANCE
The Corporation may purchase and maintain insurance on behalf of any person who is or
was a Director or officer against any liability asserted against him or her and incurred by him or
her in any such capacity, or arising out of his or her status as such, whether or not the
Corporation would have the power to indemnify him or her against such liability under the
provisions of Section XI.
ARTICLE XIII
EXEMPT ACTIVITIES
Notwithstanding any other provisions of these Bylaws, no Director, officer, employee or
representative of this Corporation shall take any action or carry on any activity by or on behalf of
the Corporation not permitted to be taken or carried on by an organization exempt under Section
501(c) of the Internal Revenue Code of 1986, as amended, and its Regulations as they now exist
or as they may hereafter be amended, or the corresponding provisions of any future Federal Tax
Laws and Regulations, or by an organization whose contributions are deductible under Section
170(c)(2) of such Code and Regulations as they now exist or as they may hereafter be amended.
ARTICLE XIV
DISTRICT BOARDS
1.
General Powers. Non-governing District Boards (“District Board”) are hereby
authorized by the Board of Directors. The District Board of each district shall be charged with
reviewing and tracking performance of its goals, including but not limited to match levels and
metrics, fundraising, and budget. Each District Board shall also act as a resource for the
Corporation’s staff, both at the district and statewide level, and recommend policies to the Board
of Directors as necessary for effective match growth. Additionally, each District Board is
charged with the responsibility of developing an annual plan for effectiveness and growth in
alignment with the Corporation’s strategic plan, and actively advocating for the Corporation and
its programs.
2.
Number and Term of Office.
(a)
Each District Board shall consist of between ten (10) and forty (40)
members depending on local community needs. The term of office of each member shall
be three (3) years, with each member serving no more than two (2) consecutive threeyear terms. If two consecutive three-year terms are served, the member may not stand for
re-election for a one (1) year period. Effective January 2, 2006, Big Brothers Big Sisters
of Stillwater, Inc., Big Brothers/Big Sisters of Pottawatomie, Seminole & Pontotoc
Counties, Inc., Big Brothers/Big Sisters of Cleveland County, Inc., and Big Brothers/Big
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Sisters of Greater Oklahoma City, Incorporated shall merge into Big Brothers and Sisters
of Green Country, Inc. (“Former Big Brothers Big Sisters Agencies”). The board of
directors of the Former Big Brothers Big Sisters Agencies shall become the District
Boards and the board members of the Former Big Brothers Big Sisters Agencies shall
serve out their terms and shall be eligible for re-election.
(b)
A vacancy on a District Board shall be deemed to exist in the case of
death, resignation or removal of any member.
(c)
Whenever the office of a member becomes vacant, a majority of the
remaining members may appoint a replacement to serve for the remainder of the
unexpired term. The number of years served during the fulfillment of an unexpired term
will not be counted as part of the two term limitation rule, as set out in Section 2(a)
above.
(d)
Any member may resign at any time by giving written notice of his or her
resignation to the Chair of the District Board or the Secretary. Any such resignation shall
take effect at the time specified therein or, if the time when it shall become effective shall
not be specified therein, immediately upon its receipt. Unless otherwise specified
therein, the acceptance of such resignation shall not be necessary to make it effective. If
the District Board accepts the resignation of a member rendered to take effect at a future
time, the District Board shall have power to elect a successor to take office when the
resignation is to become effective.
(e)
Any member may be removed from membership by the affirmative vote
of two-thirds (2/3) of the voting members of the District Board at any regular or special
meeting called for that purpose, for conduct detrimental to the interests of the
Corporation, for lack of sympathy with objectives, or for refusal to render reasonable
assistance in carrying out its purposes.
3.
Committees.
(a)
District Board Executive Committee. The District Board may have an
Executive Committee consisting of the Chair, Chair-Elect, Secretary, Fund Development
Chair, Operations Review Chair, Board Development Chair, Special Events Chair and
Immediate Past Chair.
(b)
Operations Review Committee. The purpose of the Operations Review
Committee shall be (i) to foster District Board member understanding of program
services, methodology and statistics with the goal of more effective advocacy on behalf
of the Corporation, and (ii) to review progress on local match and budget goals.
(c)
Fund Development Committee. The purpose of the Fund Development
Committee shall be to engage District Board members in specific fundraising activities
related to individual and foundation giving.
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(d)
Special Events Committees. The purpose of these committees shall be to
engage District Board members in support of fundraising events through the solicitation
of sponsorships, logistical planning and event volunteer recruitment.
(e)
Board Development Committee. The purpose of the Board Development
Committee shall be to recruit and retain quality District Board members for the
Corporation.
(f)
Partnership Development Committee. The purpose of the Partnership
Development Committee shall be to partner the Corporation with mentor-rich
organizations for the purposes of volunteer recruitment and fundraising.
4.
Regular Meetings. A regular annual meeting of the District Board shall be held
each year as designated by the Board of Directors and no notice of such meeting to the elected
members shall be necessary in order to legally constitute the meeting, provided a majority of the
whole District Board shall be present. If a majority of the District Board shall not be present,
then such regular annual meeting may be held at such time as shall be fixed by the consent, in
writing, of all members or upon written notice in the manner specified in Section 6 of this
Article. Other regular meetings of the District Board may be held without notice at such time as
shall from time to time be determined by the District Board.
5.
Place of Meeting. Regular meetings of the District Board shall be held at any
place within or without the State of Oklahoma which has been designated from time to time by
resolution of the District Board or by written consent of all members.
6.
Special Meetings. Special meetings of the District Board shall be held upon the
written demand of any three (3) members stating the purpose or object of the meeting. No
business shall be considered at any special meeting other than the purpose mentioned in the
notice of the meeting given to each member, except upon the unanimous consent of all members.
7.
Notice. Notice of such special meeting shall be mailed to each member at his or
her residence or usual place of business at least five (5) working days before the date on which
such meeting is to be held. Every such notice shall state the time, date, place and purpose of the
special meeting.
8.
Waiver of Notice of Meetings. Notice of meetings shall be given to each member
as specified herein. But any member may either before, at, or after any meeting waive notice
thereof. Any member, by his or her presence at any meeting, shall be deemed to have waived
notice. Any meeting of the District Board, even without notice, shall be legal and valid if all
members of the District Board are present.
9.
Quorum and Manner of Acting. A simple majority of voting members shall
constitute a quorum for the transaction of business at any meeting and the acts of the majority of
the members present at any meeting at which a quorum is present shall be the act of the District
Board. In the absence of a quorum, a majority of the members present may temporarily adjourn
any meeting from time to time until a quorum is present. In the event any meeting is adjourned
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for lack of a quorum, the time, date and place for the meeting to reconvene shall be announced to
those present. No other notice shall be required. In the event a quorum is present when the
meeting reconvenes, any action taken by the District Board at that time shall be deemed valid as
if taken at the meeting that was temporarily adjourned for lack of a quorum.
10.
Action by Consent. Any action required or permitted to be taken at any meeting
of the District Board may be taken without a meeting if a written consent to said action is signed
by all members of the District Board and such written consent is filed with the minutes of its
proceedings.
11.
Meetings by Telephone or Similar Communication. The District Board may
participate in a meeting by conference telephone or other similar communication equipment by
which all members participating in the meeting can communicate with each other. Participation
in such meeting shall constitute presence in person by each member at such meeting.
ARTICLE XV
AMENDMENTS
These Bylaws may be amended by the Board of Directors at any time, provided each
member of the Board of Directors is given at least ten (10) days notice in advance that such
amendment shall be voted upon at a particular time, date and place during a regular or special
meeting. The notice shall contain an exact text of the proposed amendment. An affirmative vote
of at least two-thirds (2/3) of the Directors present and voting at the meeting shall be required to
amend these Bylaws. The Amendment(s) shall be effective if and when approved by the Board
of Directors.
Dated this 10th day of January, 2006.
Chair of the Board of Directors
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