South Carolina Crime Victims’ Council Bylaws
The name of this corporation shall be the “South Carolina Crime Victims’ Council, Incorporated,” which may be abbreviated “SCCVC”.
The purpose for which this corporation is organized shall be:
- To operate exclusively for educational purposes within the scope of Section 501 c (3) of the Internal Revenue Code of 1954.
- To exist as a Corporation not for profit as described in Section 33-31-10, et seq. Of the South Carolina Code of Laws (1976), as amended, as a Corporation, no part of the income of which is distributed to its general members, Board Members or officers unless one of these be a paid member of the staff necessary for the day-to-day operation of the Corporation.
- To advocate on behalf of all victims of crime.
- To establish and maintain effective communication among victim programs throughout South Carolina.
- To enhance public awareness of victim needs and characteristics.
- To facilitate accountability, research and evaluation in the areas of victim needs, characteristics, and service delivery.
- To produce and facilitate quality training of victim program staff and other persons involved in victim service related efforts.
- To conduct or facilitate victim workshops for the purposes of training and sharing of information, resources, and literature.
- To develop, analyze, and support local, state, and federal legislation for victim services through public education efforts.
- To coordinate crime victim policy development, legislative and public education efforts with other governmental and community organizations.
- To encourage the participation of citizens in victim programs, especially those citizens who have been victimized.
- To accept contributions and membership dues, to seek eligibility for and receive local, state, and federal funding, and to be beneficiary of trusts and inheritance.
- To create and maintain memorials, scholarships, remembrances, and
events to honor and remember crime victims of every description.
Section 3.1 – Qualifications for Membership
- General membership in the Corporation shall be open to any individual committed to addressing the needs of victims and who pays the proper dues, if any are required.
- No qualified applicant shall be refused membership in the Corporation on the basis of ethnic origin, sex, race, creed, religion, age or presence of a handicap.
- Annual membership dues, if any will be classified as contributions and the amount of such dues shall be determined by the Board of Directors.
Section 3.2 – Members
There shall be two classes of general members, each of whom shall fall into either the Individual Member category or the Agency Member category. Individual Members shall be South Carolina residents who are crime victims or who engage in the provision of services to victims/witnesses, or who act as consultants, administrators, educators, researchers, or volunteers in the area of victim/witness services, or who are individuals committed to addressing the needs of victim/witnesses and/or non-residents of South Carolina and/or citizens not directly involved in the provision of services to victims and witnesses. Each individual member shall have one vote. Agency members shall be those groups which engage in the provision of services to victim/witnesses or act as consultants, administrators, educators, researchers, or volunteers in the area of victim/ witness services. Agency members shall have a single vote. The agency’s chief executive officer or his/her designee shall exercise the voting privilege. Members may vote via email when requested by the Board President.
Section 3.3 – Membership Fees
Individual and agency membership fees shall be set by the Board of Directors; however, fees may be waived at the discretion of the board based on financial hardship
Section 3.4 – Meetings
Unless otherwise ordered by the Board Members of the Corporation, the annual meeting of the general members shall be held at such time and place to be determined by the Board of Directors on thirty (30) days notice to the members. Special meetings of the general members may be called in the same manner as special meetings of the Board of Directors.
Section 3.5 – Election of Directors
Members of the Board of Directors (“Board Members”) shall be elected by at-large ballot of the general membership to the annual meeting of the general members. Each candidate for election to the Board shall be provided equal space to solicit support of the members. Board members shall be installed at the annual meeting of the general members and shall serve for three years. Only SCCAC members in good standing for six months & who have been victims of a crime shall be eligible to stand for election. In order to vote, a member must be in good standing prior to the ballot being printed and mailed. Board Members may be elected by write-in ballot.
Section 3.6 – Liability of Members
No member of the Corporation, in any capacity, now or hereafter elected shall be personally liable to its creditors for any indebtedness or liability, and any and all creditors shall look only to its assets for payment.
BOARD OF DIRECTORS
Section 4.1 – Powers of the Board
Subject to the powers of the general membership as provided by law or as set forth, all corporate powers of the Corporation shall be controlled by the Board of Directors. Without limiting the generality of the foregoing, the Board of Directors shall have the following powers:
- To select and remove all the other officers, agents, and employees of the corporation, prescribe such powers and duties for them as may be consistent with the law, with the Articles of Incorporation or with the By-laws, fix rates of the compensation and require from officers, agents and employees security for faithful service.
- To conduct, manage and control the affairs and business of the corporation and to make such rules and regulations therefore consistent with the law, with the Articles of Incorporation or with the By-laws, or with policy declarations adopted by the general members at the meetings duly called for that purpose as they may deem best.
- To change the principal office for the transaction of business of the Corporation from one location to another within the state of South Carolina for the holding of any Board or general members’ meetings; and to adopt, make use a corporate seal and to alter the form thereof from time to time as in their judgment they may deem best, provided such seal shall at times comply with the provisions of the law.
Section 4.2 – Resignation of Board Member for Failure to Attend Meetings
A Board Member who fails to attend two consecutive meetings of the Board of Directors shall be deemed to have resigned without further action by such Board Member or the Board of Directors unless excused by the majority of the Board. Such resignation shall be reflected in the minutes of the Board of Directors.
Section 4.3 – Rules for Meetings
All meetings of the general membership, the Board of Directors or any committee of SCCVC shall be conducted in accordance with Robert’s Rules of Order.
Section 4.4 – Appointed Board Members
At its discretion and with two thirds majority, the elected members of the Board of Directors may elect from six (6) to twelve (12) Appointed Board Members, as the Board deems appropriate.
Appointed board members shall serve one (1) year terms and shall be nonvoting members of the Board. Appointed Board Members must be members of SCCVC at the time of their election.
In appointing Board Members, the SCCVC Board of Directors will seek a wide diversity of representation from victims & victims’ groups, and to fill gaps in representation of groups not currently sitting on the Board.
The Board shall also utilize its ability to elect Appointed Board Members to insure that there is always crime victim representation of a wide variety on the Board.
Section 4.5 – Number, Tenure, Qualifications and Election
The number of elected Board Members shall be twelve (6) and the standard term of the office of Board Members is three (3) years.
All Board members shall serve three-year terms, but are eligible for re-election. However, no board member shall serve more than two consecutive three-year terms. The first Board will include three members with three terms and three members with one year terms to begin staggered terms. Those members with one year terms shall be eligible for reelection to a three year term should they be chosen by the general membership.
Section 4.51 – Vacancies
Any vacancy occurring in the Board of Directors prior to ninety (90) days before the annual meeting of the Board of Directors may be filled by the Board of Directors. A Board Member elected to fill a vacancy shall be elected for the unexpired term of the predecessor in office.
Section 4.52 – Compensation
Board Members as such shall not receive any stated salaries for their services, but, by resolution of the Board of Directors, a fixed sum and expenses of attendance, if any, may be allowed for attendance at each annual or special meeting of the Board provided that nothing herein contained shall be construed to preclude any Board Member from serving the Corporation in any other capacity and receiving compensation therefore.
Section 4.53 – Indemnification of Board Members and Officers
Each present or future Board Member and Officer of the Corporation, whether or not then in office, shall be held harmless and indemnified by the Corporation against all claims, liabilities and expenses actually and necessarily incurred or imposed upon him or here in connection with or resulting from any action, suit or proceeding, or any settlement or compromise thereof, approved by the Board of Directors, to which he or she may have been made a party by reason of any action or alleged action, either of omission or commission, performed by him or her while acting as such Board Member of Officer in good faith, except in relation to matters as to which recovery shall be had against him or here by reason of his or her finally adjudged in such action, suit, or proceeding as being guilty of willful misconduct in the performance of duties as such Board Member or Officer; and the foregoing right of indemnification shall not be exclusive of other rights to which he or she may be entitled as a matter of law. Each such Board Member or Officer shall be likewise indemnified against any such judgment, decree, or fine which may be imposed upon him or her in any such proceeding, suit, action, or prosecution.
Section 4.6 – Annual Meeting
An annual meeting of the general membership shall be held for the purpose of installing Board Members, discussion of policy matters, and for transaction of financial and such other business as may come before the meeting. A financial report and an agenda of any substantive matters to be discussed shall be distributed to the general membership not less than three (3) weeks prior to the meeting.
Section 4.7 – Special Meetings
Special meetings of the Board of Directors may be called by, or at the request of, the President or any three (3) Board Members. The person or persons authorized to call special meetings of the Board may fix any place within the state of South Carolina as the place for holding any special meetings of the Board called by them. Voting may occur via email by recommendation of the President of the Board of Directors.
Section 4.8 -Notices
Notice of any special meeting of the Board of Directors shall be given at least seven (7) days previous thereto by written notice delivered personally or sent by mail, email or fax to each Board member at the address shown by records of the Corporation. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail in a sealed envelope so addressed, with the postage thereon prepaid. If notice is given by fax, such notice shall be deemed to be delivered when the fax is completed. If emailed, such notice shall be deemed delivered when the email is sent. The attendance of a Board Member at any meeting shall constitute a waiver of notice of such express purpose of the objecting to the transaction of any business because the meeting is not properly called or convened under these By-laws. The business to be transacted at, and the purpose of, any special meeting of the Board shall be specified in the notice of meeting.
Section 4.9 – Quorum
The attendance of four (4) Board Members shall constitute a quorum at any meeting of the Board. If less than a quorum of the Board Members is present at the said meeting, a majority of the Board Members present may adjourn the meeting from time to time upon further notice. A meeting at which a quorum is initially present may continue to transact business, notwithstanding the withdrawal of Board Members leaving less than a quorum for each meeting.
Section 5.1 – Officers
The Officers of SCCVC shall be Board Members that are crime victims. The officers shall be President, a Vice President, and a Secretary-Treasurer. These officers shall have the authority to perform the duties prescribed by these By-laws and by the Board of Directors. No Board Members shall hold more than one office at a time.
Section 5.2 – Election and Term of Office
The Officers of SCCVC shall be elected annually by ballot of the Elected Board Members. The term of office is one (1) year. Each officer shall hold office until a successor shall have been duly elected. Vacancies may be filled at any meeting of the Board of Directors.
Section 5.3 – Removal
Any officer or agent elected or appointed by the Board of Directors and the executive director of SCCVC may be removed by a majority of the Board of Directors whenever in its judgment the best interests of the Corporation would be served thereby.
Section 5.4 – Vacancies
A vacancy in an office because of death, resignation, removal, disqualification or otherwise, may be filled by a vote of the Board of Directors for the unexpired portion of the term.
Section 5.5 – President
The President shall be the principal executive officer of SCCVC. The President shall preside at all meetings of the general members and of the Board of Directors. The President may sign, with the Secretary or any other proper Officer authorized by the Board of Directors, an deeds, mortgages, bonds, contracts or other instruments which the Board of Directors have authorized to be executed, except in cases where the signing and execution thereof shall be expressly delegated by the Board of Directors or by these By-laws or by statute to some other Officer of the SCCVC and, in general, the President shall perform all duties incident to the office of President and such other duties as may be prescribed from time to time by the Board of Directors.
Section 5.6 – Vice-President
The Vice-President shall perform such duties as may be assigned from time to time by the President or by the Board of Directors. In the absence of the President at any meeting, the Vice-President shall preside.
Section 5.7 – Secretary-Treasurer
The SCCVC executive director or designee, and Secretary-Treasurer, shall be responsible for the supervision of all funds and securities of SCCVC and the recording thereof; shall prepare an annual financial report and any interim reports at the request of the President; shall post annual dues paid by members. The Secretary-Treasurer shall also perform all other duties incident to the office of the Treasurer and such other duties as from time to time may be assigned by the President or by the Board of Directors.
The Secretary-Treasurer of SCCVC shall oversee minutes of the proceedings of the Board of Directors and Committees having any of the authority of the Board of Directors; and shall oversee the keeping of correct and complete books and records of account.
The SCCVC executive director or designee shall keep the minutes of the Board of Directors in one or more books provided for that purpose; shall maintain a list of al committees, members of each committee, and a copy of all committee reports; shall notify all officers and general members of their election and/or appointment to the Board of Directors and to committees; shall keep a current list of the general membership; shall see that all notices are duly given in accordance with the provisions of these By-laws or as required by law; be custodian of SCCVC records and of its seal, and see that the corporate seal is affixed to all documents, the execution of which on behalf of SCCVC under its seal is duly authorized in accordance with the provision of these By-laws; and, in general, perform all duties incident to the office of Secretary and such duties as from time to time may be assigned by the President or Board of Directors.
Section 5.8 – Prohibition of Loans
No loans shall be made by SCCVC to any of its general members, Officer, Board Member, or employees; provided, however, those reasonable advances of expense monies for business purposes shall not be considered loans.
Section 6.0 – Nominating Committee
A nominating committee of two Board Members and one general member shall be appointed by the President of the Board of Directors. The duties of this Committee are to develop a slate of candidates for election as Board of Directors and to present this slate of nominees to the general membership by paper ballot. The general membership may place additional names in nomination by offering a petition signed by at least ten (10) members in good standing. The President shall be ineligible to serve on this Committee, and members of this Committee shall not be eligible to be candidates for election to the Board of Directors. When selecting nominees, the Committee shall consider geographic location, types of programs, and agencies represented by nominees. The Nominating Committee shall also oversee development of a slate of nominees for officers of the Board of Directors.
Section 6.1 – Other Committees
Other Committees not having and exercising the authority of the Board of Directors in the management of the Corporation may be designated by a resolution adopted by a majority of the Board Members present at a meeting at which a quorum is present. Except as otherwise provided in such resolution, the President, with the approval of the Board of Directors, shall appoint the members thereof. Any member thereof may be removed by the person or persons authorized to appoint such member whenever in their judgment the best interest of the SCCVC shall be served by such removal. The President shall be an ex officio member of all Committees except the Nomination Committee.
Section 6.2 – Term of Office
Each member of a Committee shall continue as such until the next annual meeting of the Board of Directors or until: (1) such member’s successor is appointed unless the Committee shall be terminated sooner; (2) such member is removed from such Committee, or (3) such member ceases to qualify as a general member of the Corporation.
Section 6.3 – Chairperson
One member of each Committee shall be appointed Chairperson by the President of SCCVC
Section 6.4 – Vacancies
Vacancies in the membership of any Committee may be filled by appointment made in the same manner as provided in the case of the original appointment.
Section 6.5 – Quorum
Unless otherwise provided in the resolution of the Board of Directors designating a Committee, a majority of the whole Committee shall constitute a quorum and the act of a majority of the members present at a meeting at which quorum is present shall be the act of the Committee.
The fiscal year of SCCVC shall begin on the first day of July and end on the last day of June in each calendar year. The Corporation shall have an annual audit of its finances conducted by a certified public accountant. The results of the audit shall be provided to members who request it.
The Board of Directors shall provide a Corporate Seal which shall be in the form of a circle and shall have inscribed thereon the name of the Corporation and the words “Corporate Seal, South Carolina.”
These By-laws, and/or any part thereof, may be altered, amended, or repealed and new By-laws may be adopted by a two-thirds (2/3) majority of the Board Members present at any Board meeting, provided that at least twenty-one (21) days written notice is given of intention to amend these By-laws. Written notice shall contain both the existing language, is any, and the proposed language, if any, of the proposed amendment(s). Amendments so enacted shall be submitted in written form to the general membership at least twenty-one (21) days prior to the annual meeting of the Corporation. General Members proposing to amend the By-laws shall provide written notice to the Board of Directors of proposed amendment(s) including existing language and language of the proposed amendments at least forty-two (42) days prior to the annual meeting. Such amendments proposed by general members may be reviewed by the Board of Directors and be approved, amended, or rejected using procedures described above. If the member-initiated proposed change in the By-laws is not approved by the Board of Directors, the original proposal shall be submitted to the general membership prior to the annual meeting.
Failure to obtain ratification by a vote of two-thirds (2/3) of the general membership present renders proposed amendment(s) null and void, and the By-laws shall revert to the previously approved language.
CONFLICT OF INTEREST
Whenever a director or officer has a financial or personal interest in any matter coming before the board of directors, the affected person shall a) fully disclose the nature of the interest and b) withdraw from discussion, lobbying, and voting on the matter. Any transaction or vote involving a potential conflict of interest shall be approved only when a majority of disinterested directors determine that it is in the best interest of the corporation to do so. The minutes of meetings at which such votes are taken shall record such disclosure, abstention and rationale for approval.
This organization is organized exclusively for religious, charitable or educational purposes within the meaning of section 501 (c) (3) of the Internal Revenue Code.
Notwithstanding any other provision of these Articles, the organization shall not carry on any other activities not permitted to be carried on by an organization exempt from Federal income tax as an organization described in section 501 (c) (3) of the Internal Revenue Code (or corresponding section of any future federal tax code).
However, if the named recipient is not then in existence or is no longer a qualified distributee, or unwilling or unable to accept the distribution, then the assets of this organization shall be distributed to a fund, foundation, or organization which is organized and operated exclusively for the purposes specified in section 501(c) (3) of the Internal Revenue Code.