Corporate Bylaws
Article I
These are the revised By Laws of Career Path Services - Employment & Training, a non-profit corporation organized under the laws of the State of Washington, the Articles of Incorporation of which were filed with the Secretary of State of the State of Washington on May 13, 1982.
Article II - Location & Offices
1. The office and principal place of business of this corporation shall be 1020 N. Washington Street, Spokane, Washington, 99201.
2. The corporation may establish such other offices and places of business as may be considered necessary or convenient. Currently these offices include:
A.) 522 S. Main Colville, Washington 99114
B) 1021 West Broadway Moses Lake, Washington 98837
C) 115 N. Main (PO Box 3839) Omak, Washington 98841
Article III - Purposes
The purposes of this Corporation are as outlined in the Articles of Incorporation.
Article IV - Incorporator
1. William J. Marchioro is the sole Incorporator who will serve as the Corporation’s Executive Director.
2. Management - All of the business and affairs of the Corporation are under the day-to-day direction and control of the Incorporator with advice and approval of the Board, as described in the Articles of Incorporation and Organizational By-Laws.
Article V - Board of Directors
1. There shall be appointed by the Incorporator an original Board of Directors.
2. The Board of Directors shall consist of no more than eleven and not less than five members as determined from time to time by the Board. Effective May 15, 1997, the Board of Directors consists of: Name Appointed Bob Chandler September 1994 Scott Gutman January 1987 Leigh Hales May 1992 Kikie Kramer September 1995 Leroy LeMaster November 1989 Kristy Longanecker November 1993 Marvin Ray September 1990 Greg Sypolt September 1982 Gary Woods January 1994
3. The term of membership shall be perpetual.
4. Any existing Board Member or the Incorporator may recommend Board vacancy replacements. 5. The Board will elect a Chairperson, and may designate its own committees bi-annually.
Article VI - Meetings
1. Place of Meeting - The Meetings of the Board shall be held at the principal office and place of business of this Corporation, or at such other place as may be designated.
2. Annual Meetings - The Annual Meeting of the Corporation will be held at 11:30 a.m. on the third Thursday of September, at the Corporation’s registered office or such other time and place as the Board may determine.
3. Regular Meetings - The Regular Meetings of the corporation will be bi-monthly on the third Thursday of the month, during the months of September, November, January, March, and May.
4. Special Meetings - Special Meetings of the Board shall be held at the request of the Chairperson, Executive Director, or any three Members of the Board.
5. Notice of all Board Meetings is to be provided by the Executive Director.
6. Quorum - One half of the Members of the Board at any Regular Meeting or at any Special Meeting for which proper notice was given shall constitute a quorum.
7. Absences - Board Members are expected to attend a majority of the regular scheduled Board Meetings. Any Member who misses two consecutive Regular Meetings shall be contacted by the Executive Director to determine their availability and interest in continuing to serve on the Board.
8. Order of Business - The following Order of Business shall be observed at all meeting of the Members:
A. Roll Call
B. Reading, correction, and approval of minutes of previous meetings.
C. Corporate Personnel Reports
D. Old business
E. New business
F. Report of the Executive Director
G. Other business
H. Adjourn
Article VII - Fiscal Year
The Fiscal Year of the Corporation shall commence on July 1st each year and end on June 30th.
Article VIII - Books and Records
The Corporation shall keep and maintain at it’s registered office all corporate records, Board minutes, and names of all Board Members and the date they became Board Members.
Article IX - Compensation and Ownership
Board Members of the Corporation shall receive no compensation for serving in their respective capacities in the Corporation. All full-time and part-time staff, consistent with Board approved salary ranges, shall be compensated in such manner as shall be determined by the Executive Director. For the purposes of salary range recommendation, the Executive Director will conduct a position salary survey bi-annually. The Board of Directors will consider and approve the salary of the Executive Director at least annually.
No Board Member, Officer, or other person shall have any right to or interest in any assets or property of the Corporation. No Board Member, Officer, or other person shall be entitled to any right to or interest in the distribution of any assets or property of the Corporation. Upon liquidation of the Corporation, the entire net assets of the Corporation shall, to the extent authorized by law, be donated to any successor corporation with the same purposes as this corporation, but if no such successor corporation exists, then to any charitable organization designated by this Board of Directors. Liquidation of assets purchased with U.S. Department of Labor funds will be carried out in a manner prescribed by the U.S. Department of Labor regulation number 41 CFR, part 29-70.
Article X - Amendments
These By-laws may be amended at any Regular or Special Meeting of the Board, provided that the proposed amendment has been submitted to the Board in writing not less than ten days prior to the meeting. A simple majority vote is needed for approval of any amendment to the By-laws.
Article XI - Expenditures
All Expenditures are guided by the following Internal Global Policies: A. #17 - Reserve Fund Policy B. #19 - Internal Procurement and Cost Control Policy C. #21 - Accounting Policy Cost Reimbursement Grant and Contract Expenditures: All expenditures are authorized only within the constraints of the fund source approved grant or contract, and after Board of Director approval to enter into contract. Fee for Services Contract Expenditures All expenditures are authorized only as required to fullfill contracted outcomes. Reserve Fund Expenditures The Board authorizes, approves, or ratifies all reserve fund expenditures consistent with reserve fund priorities, as outlined in Global Policy #17.
Article XII - Personnel
The Corporation shall employ an Executive Director and staff members. From time to time, the Executive Director shall recommend to the Board for approval the level of staffing and job descriptions for all positions. The Executive Director shall have full responsibility and authority to select, hire, supervise, and terminate employment within the limitations of the Corporation’s personnel policies.
Article XIII - Rules of Order
Roberts Rules of Order, revised, shall be used as the guide for parliamentary procedure at all meetings.
Article XIV - Affirmative Action and Americans with Disabilities Act
It is the policy of the Corporation to comply with all appropriate local, state, and federal requirements pertaining to non-discrimination on the basis of race, color, religion, creed, national origin, age, sex, or the presence of any sensory, mental, or physical disability. The Corporation is guided by Global Policy #15, Affirmative Action Policy, and Global Policy #28, ADA Policy.
Article XV - Drug Free Work Place
The Corporation is guided by Internal Global Policy #16, Drug Free Work Place Policy. Policy Statement - Career Path Services employees, during the course of providing human services, interact on a daily basis with the public. In order to safely perform one’s job, Career Path Services employees must be able to work in an alcohol-free and drug-free environment and themselves be free from the effects of alcohol, drugs, and other job impairing substances. Accordingly, an employee’s use, sale, or possession of an intoxicating liquor, controlled substance, drug not medically authorized or any other substance which impairs the job performance or poses a hazard to the safety and welfare of the employees, the public or other employees, is strictly prohibited and violation may result in termination. Rehabilitation will be a primary focus.
Article XVI - Reduction in Force
The Corporation is guided by Internal Policy # 14, Reduction in Force.
Article XVII - Corporate Goals
The Corporation regularly develops and accomplishes short and long range goals, consistent with its purpose.
Article XVIII - Miscellaneous
Construction of By-Laws - These By-Laws shall be construed as being in conformity with the Articles of Incorporation and as being consistent with the requirements of Section 501 ( c ) (3) of the Internal Revenue Code.
Article XIX - Adoption
The original By-Laws were submitted to the Board by the Incorporator on September 16, 1982 and were adopted bythe Board at it’s firstSpecial meeting held on September 16, 1982. Revised By-Laws were adopted by the Board of Directors on March 21, 1991. Revised By-Laws were again adopted by the Board of Directors on May 15, 1997.