The YMCA of South Collier Bylaws
Amended & Restated By-Laws of The YMCA of South Collier
YMCA of South Collier – Marco Family YMCA, Inc.
Approved and adopted by the Board of Management on November 13, 1984, to be effective January 1, 1985.
President Elect, Albert E. Bruggemeyer
AMENDED – JULY, 1986 – Albert E. Bruggemeyer, President, Board of Directors
AMENDED – SEPTEMBER, 1997 – Robert J. Mulhere, Past President
AMENDED – DECEMBER, 2000 – Mel Ollman, President
AMENDED – DECEMBER, 2004 – James Curran, President
AMENDED – FEBRUARY, 2006 – Roger Raymond, President
AMENDED – OCTOBER, 2008 – Joe Hausauer, CVO/President
(Change: Article V; Section 5)
AMENDED — JANUARY, 2013 – Tiffany Homuth, CVO/President
AMENDED – NOVEMBER, 2015 – Allyson Richards, CVO/President
AMENDED – NOVEMBER, 2017 – Paul Tateo, CVO/President
AMENDED – MARCH 22, 2018 – Jayme Lowe, CVO/President
Article 1: Name and Object
Section 1. The name of the corporation shall be THE GREATER MARCO FAMILY YMCA, INC., which may also be referenced to herein as the YMCA.
Article 2: Membership
Section 1. Members. The qualification of members shall be upon written application for membership and acceptance by participation in its programs and/or by the sharing of the expenses of the YMCA and the payment of dues to the YMCA. The manner of admission and expulsion of members, the voting rights of members, the obligations and responsibilities of members shall be as evidenced and established by these by-laws and as the same may have been heretofore or may be hereafter amended. The Board of Directors (hereinafter referred to as “Board”) in conjunction with the staff of the corporation may decide categories of membership as it sees fit.
Section 2. There shall be two (2) classes of members which shall be (a) non-voting members and (b) voting members. A non-voting member shall be a person who becomes a member by written application for membership in the YMCA and upon acceptance by participation in its programs and/or sharing in the expenses of the operation of the YMCA by paying dues. A Voting Member is defined as an individual who is at least 18 years of age and is a member of the Board (hereinafter referred to as “Board Member”). All other Members are non-voting Members.
Section 3. Membership Fees. The Board may from time to time establish fees for membership in the YMCA (“Dues”). In addition, the YMCA being organized exclusively for charitable purposes shall strive to make its services and membership available to the appropriate general public without undue obstacles to access. It is the general policy of the YMCA that any fees or charges associated with the charitable services or products of the YMCA shall be waived or reduced in accordance with each recipient’s ability to pay. The Chief Executive Officer (CEO) or his or her designee shall have the discretion to make such waivers or reductions, when appropriate, to ensure the maximum distribution of the YMCA’s charitable services or products.
Membership in the YMCA shall be terminated by the Board for failure to pay dues to the YMCA or whose conduct is deemed by the Board as to not promote the standards or purposes of the YMCA or are not in the best interest of the YMCA as determined by the Board.
Section 4. Only those Members who have attained their eighteenth (18) birthday and who are members of the YMCA and pay their dues shall have a right to vote and hold office in the YMCA.
The responsibility of the Board shall be as follows: a) to maintain their membership in the YMCA and proper status therein; b) to nominate and elect the Board, c) to hold office; and d) to cooperate actively in achieving the organization’s mission through service on committees, fund-raising and/or other ways.
Article 3: Annual Meeting of the Organization
Section 1. The annual meeting of the YMCA will be held after the close of each fiscal year at a time and place to be determined by the Board but no later than January 31 of each year. The purpose of this meeting shall be to: install new Members of the Board, to recognize achievements, to report on the work of the association during the previous year, to promote fellowship among Members and to inspire the Members to carry forward the mission and programs of the YMCA.
Section 2. Special meetings of the YMCA may be called by the President of the Board, or upon the written request of five (5) or more Members of the Board. A call for a special meeting shall specify the object of the meeting and shall be at least ten (10) days prior to the date set for said meeting.
Article 4: Board of Directors
Section 1. The Board shall consist of no less than (9) Members and no more than thirty-one (31) Members.
Section 2. The Board shall be responsible to the Members of the YMCA and are charged with the responsibility of determining policies, protecting the assets of the organization by providing resources to maintain and manage equipment and property, monitor the accounting functions and employing the Chief Executive Officer (CEO). The Board shall have the power to fill the vacancies of Members that have resigned from the Board prior to the expiration of their term for the duration of said unexpired term.
Section 3. The Board shall be divided into two (2) categories with each category being staggered, to the extent possible, composed of an equal number of Members. Each Member of the Board in each category shall serve for a term of two (2) years.
Section 4. The Board may appoint such Committees as they deem necessary and define their duties. All committees shall report their acts and proceedings to the Board. Members of said committees do not need to be Members of the Board. However, the chairperson of each such committee shall be a Member of the Board except for temporary committees for special purposes.
Section 5. The Board shall appoint an Executive Committee to act upon all business requiring immediate attention during the intervals between the regular meetings of the Board. The Executive Committee shall consist of the following individuals: President, President–Elect, VP Financial Development, VP Planning, VP of Finance, the immediate Past President, and the Secretary. Notice of each meeting of the Executive Committee shall be given personally, at least one (1) day prior to said meeting, or by mail at least five (5} days prior to said meeting. The mail shall be directed to the last known address of the Members of the Committee.
Meetings may be held without notice by consent of all Members of the Committee. Four (4) Members of the Committee shall constitute a quorum for the transaction of business. Any action taken at an improper meeting may be ratified by the written consent of all Members of the Committee.
Section 6. The Board will meet monthly on a date determined by the Board. Special meetings may be called by the President or any three Board Members. The notice of said special meeting will be in person or by email and shall be received at least three days prior to said special meeting. If a special meeting of the Board is held without proper notice, said notice can be waived by all Board members before or after said meeting in which case any action taken at said meeting shall be valid. Board members may not serve simultaneously if related by blood or marriage.
Section 7. The Board may also provide recognition to other Members of the community who have rendered noteworthy service to the YMCA as an “HONORARY MEMBER”. Such honorees shall not be granted voting privileges nor will their membership be counted in quorum considerations.
Section 8. Members of the Board shall be eligible for reelection by the Board for as many terms as the Board may choose to elect them.
Section 9. One-third (1/3) of all existing Board Members are required to be present at a regular meeting to constitute a quorum.
Section 10. In accomplishing its purpose, the YMCA may establish and provide for the conduct and maintenance of its work in other locations in Collier County, Florida, and for such purposes may establish or associate itself with a branch or extension.
Article 5: Board Committees
Section 1. Composition: There shall be such committees and task forces as the Board of Directors may from time to time determine. Such committees and task forces may include members of the Association who are not directors, unless prohibited by these Bylaws. The Chair of and the charge to the committee or task force shall be approved by the Board.
Section 2. Responsibilities: Each such committee or task force shall keep minutes of its meetings and submit to the Board of Directors reports of work done. No committee or task force shall enter into any contract or incur any indebtedness or financial obligations of any kind unless expressly directed to do so by the Board of Directors. Each committee or task force shall have the power to appoint sub-committees for carrying on the work assigned to it.
Article 6: Annual Meeting and Election of Officers
Section 1. The annual meeting of the Directors shall be held at the annual meeting of the YMCA.
Section 2. The Governance Committee shall submit into nomination at the November meeting a slate of qualified candidates for all vacancies of the Board. Notice of these individuals shall be posted for one (1) month on a bulletin board at the YMCA to provide the general membership an opportunity to comment on said list or to make additional nominations to fill said vacancies. The Board, at its December, meeting will select by majority vote, candidates to fill the vacancies from the list of nominations.
Article 7: Employed Officials and Staff
Section 1. The CEO shall be employed by the Board and, if so desired, in consultation with the YMCA of USA’s South Field Office Staff. The CEO shall serve at the pleasure of the Board, or until the CEO resigns.
Section 2. The CEO shall select and employ all other Members of the paid staff. Positions to be employed on a professional level (professional being defined as being certified as YMCA Director by the National Board of YMCAs) shall be filled in consultation with the Board.
Section 3. The salary range of the CEO shall be set by the Executive Committee. Professional Staff ranges will be set by the CEO in consultation with the Executive Committee and shall fall within the suggested guidelines of the YMCA of the USA, subject to the limitations of the Association’s finances. All other employee ranges shall be set by the CEO using the YMCA of the USA’s guidelines and subject to the limitations of the Association’s finances.
Section 4. The CEO shall be responsible for the supervision of the staff and the general operations of the YMCA. The CEO shall operate at all times within the general policies as determined by the Board. The CEO shall make such reports as may be required by the Board or the President of the Board.
Article 8: Financial Operation
Section 1. The Board shall be responsible for all financial operations. It shall determine all charges for membership fees in consultation with the paid Staff. The Board shall approve all investments of capital funds. No officer or employee shall obligate the YMCA for any indebtedness not provided for in the budget without specific authorization by the Board; emergency measures may be taken only with a majority vote of the Executive Committee. The Board shall review financial reports in writing monthly and make annual financial reports to the Members at the annual meeting.
Article 9: Committee Organization
Section 1. The Board may delegate responsibilities to committees that shall at all times be responsible to the Board. The chairman of a Standing Committee shall be a Member of the Board. Standing Committees shall be:
(c) Facilities & Long Range Planning
Section 2. The President shall appoint all committees for one (l) year and Members serve subject to the continued approval of the Board. Committee members need not be Board Members.
Article 10: Relationship with National Council
Section 1. This association shall always maintain working relations with the South Field Office of the YMCA of the USA, the National Council, and the World’s Alliance of the Young Men’s Christian Association.
Section 2. It shall provide not less than the official uniform percentage of financial support to the YMCA of the USA in exchange for membership and services and it will accept responsibility for its reasonable share of support for the World Service Program from year to year.
Article 11: Stock, Assets and Dissolution of the YMCA
Section 1. At no time shall the YMCA have or issue shares of stock and at no time shall dividends be paid or any part of the income of the YMCA be distributed to its Members, directors, or officers. All funds must be used for the charitable and educational purposes of the YMCA.
Section 2. Upon dissolution of the YMCA any assets remaining after payment of debt and other financial obligations, expenses for administration shall be turned over to an organization exempt under the Internal Revenue Code described in Section 501(c)(3) at the time when any property is to be distributed to it, each of which is engaged in comparable activities with the purposes of this YMCA. The Section referred to above is from the Internal Revenue Code of 1954, as amended, and shall be deemed to refer to corresponding provisions of subsequent Federal tax laws.
Section 3. This YMCA may not be dissolved except by two-thirds (2/3) vote of the Members present in a meeting called for the purpose of considering its dissolution, provided notice of such meeting shall have been sent to each member of the YMCA at least thirty (30) days prior to such meeting, and provided also the Executive of the South Field Office of the YMCA of the USA shall have been notified and invited to be present.
Article 12: Amendements
Section 1. These by-laws may be amended, altered or rescinded by a majority of the Directors of the Board present at any regular meeting or special meeting called for that purpose, provided that thirty (30) days advanced notice of the proposed change is both mailed to the Board and voting Members and is posted on the bulletin board of the YMCA.
Article 13: History
Section 1. The “Y” is the modern abbreviation for the original name of the YMCA, which was Young Men’s Christian Association.
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