Emergency Medical Locators
BYLAWS OF Emergency Medical Locators
ARTICLE I - NAME, PURPOSE
Section 1: The name of the organization shall be Adoption
Section 2: The Adoption Free
Search is organized exclusively for charitable, scientific and
educational purposes, more specifically to assist,
at no cost, those members of the Adoption Triad that find a need to
locate their genealogical family members.
ARTICLE II - MEMBERSHIP
Section 1: Membership shall consist of the members of the
board of directors and any triad member that cares to join. Those triad members will heretofore be called “family
ARTICLE III - ANNUAL MEETING
Section 1: Annual
Meeting. The date of the regular annual meeting shall be set by the
Board of Directors who shall also set the time and place.
Section 2: Special
Meetings. Special meetings may be called by the
President or the Executive Committee.
Section 3: Notice.
Notice of each meeting shall be given to each voting member, by email,
not less than five days before the
meeting, EXCEPT in the event of an
emergency or special meeting.
ARTICLE IV - BOARD OF DIRECTORS
Section 1: Board Role,
Size, and Compensation. The Board is responsible for overall policy and
direction of the Council, and delegates responsibility for day-to-day
operations to the Council Director and committees. The Board shall have
up to 10 and not fewer than 4
members. The board receives no compensation for its role as a board,
other than reasonable expenses.
Section 2: Meetings. The
Board shall meet at least once a month,
at an agreed upon time and place.
Section 3: Board
Elections. Election of new directors or election of current directors to
a second term will occur as the first item of business at the annual
meeting of the corporation. Directors will be elected by a majority vote
of the current directors.
Section 4: Terms. All
Board members shall serve 1(one) year
terms, but are eligible for re-election.
Section 5: Quorum. A
quorum must be attended by at least 6 of
9 members of the Board members before business can be transacted
or motions made or passed.
Section 6: Notice. An official Board meeting requires that
each Board member have written notice five
days in advance.
Section 7. Officers and Duties. There shall be nine
officers of the Board consisting of a CEO/ Founder, President, Vice
President, Secretary, CFO/Treasurer, Sgt. @ Arms, CIO Senior, CIO
Junior, and 1 Trustee. Their duties are as follows:
The President shall convene
regularly scheduled Board meetings, shall preside or arrange for other
members of the executive committee to preside at each meeting in the
following order: Vice-President, Secretary and Treasurer.
The Vice-President will chair committees on special subjects as
designated by the board.
The Secretary shall be responsible for keeping records of Board
actions, including overseeing the taking of minutes at all board
meetings, sending out meeting announcements, distributing copies of
minutes and the agenda to each Board member, and assuring that corporate
records are maintained.
The Treasurer shall make a report at each Board meeting. Treasurer
shall chair the finance committee, assist in the preparation of the
budget, work with the CFO/Founder to
help develop fundraising plans, and make financial information available
to Board members and the public.
The CEO/Founder position is a
non-voting position. This
position will ONLY vote in the event of a tie.
This position will also maintain the highest position in
Section 8: Vacancies.
When a vacancy on the Board exists, nominations for new members may be
received from present Board members, by the Secretary, two weeks in
advance of a Board meeting. These nominations shall be sent
out to Board members with the regular Board meeting announcement, to be
voted upon at the next Board meeting. These vacancies will be filled
only to the end of the particular Board member's term.
Section 9: Resignation, Termination and Absences. Resignation
from the Board must be in writing and received by the Secretary. A Board
member shall be dropped for excess absences from the Board if s/he has
three unexcused absences from Board meetings in a year. A Board member
may be removed for other reasons by a three-fourths vote of the
Section 10: Special Meetings. Special meetings of the Board
shall be called upon the request of the President
or one-third of the Board. Notices of special meetings shall be sent out
by the Secretary to each Board member; postmarked 3-7 days in advance.
ARTICLE V - COMMITTEES
Section 1: The Board may create committees as needed, such as
fundraising, housing, etc. The Board President
appoints all committee chairs.
Section 2: The nine
officers serve as the members of the Executive Committee. Except
for the power to amend the Bylaws, the
Executive Committee shall have all of the powers and authority of the
Board of Directors in the intervals between meetings of the Board of
Directors, subject to the direction and control of the Board of
Section 3: Finance Committee. The Treasurer/CFO
is chair of the Finance Committee, which includes three other Board
members. The Finance Committee is responsible for developing and
reviewing fiscal procedures, a fundraising plan, and annual budget with
staff and other Board members. The Board must approve the budget, and
all expenditures must be within the budget. Any major change in the
budget must be approved by the Board or the Executive Committee. The
fiscal year shall be the calendar year. Annual reports are required to
be submitted to the Board showing income, expenditures and pending
income. The financial records of the organization are public information
and shall be made available to the membership, Board members and the
ARTICLE VI - AMENDMENTS
Section 1: These Bylaws
may be amended when necessary by a two-thirds majority of the Board of
Directors. Proposed amendments must be submitted to the Secretary to be
sent out with regular Board announcements.
These Bylaws were approved at a meeting of the Board of Directors of Adoption
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