Constitution and By-Laws

INTRODUCTION

The Rockbridge Area Relief Association (RARA) is a voluntary, charitable, relief agency established in 1972. RARA’s mission is to aid Rockbridge area households in a time of emergency when help is needed to meet life’s basic needs of food and safe, warm shelter. RARA is a nonprofit 501(c)(3) organization serving citizens of Rockbridge County, and the Cities of Lexington and Buena Vista, Virginia. Assistance is also provided to transients.

RARA provides monthly supplemental food assistance and emergency financial assistance when personal resources have been exhausted and immediate support is not available. All applicants are screened to establish financial eligibility and need. Requests for emergency financial assistance are determined to be acute and non-recurring.

RARA collaborates with local churches and refers individuals to other community resources, such as Social Services, to determine eligibility for public programs or other aid that may be available on an on-going or time-limited basis.

RARA provides aid in three major categories:

Food Pantry (monthly supplemental food and health and hygiene material assistance)
HelpLine (emergency financial assistance for partial payments for utilities and heating fuels; rent)
Transient aid (emergency financial assistance for transportation, gasoline, overnight lodging, and food)

ARTICLE I

Officers, Organization and Committees

Section I. Officers and Organization

The Association Board shall consist of twelve (12) to fifteen (15) members. The Officers of the Association shall be a President, Vice President, Treasurer and Secretary, each of whom shall be a member of the Board of Directors of the Association.

The President may additionally designate Board members and committees as she/he shall deem necessary to carry out the purposes of the Association. Persons so designated by the President shall serve at the pleasure of the President, or in terms of service she/he shall set. Persons so selected by the President need not be members of the Board of Directors.

Section II. Duties and Responsibilities of Board Officers

(1) President

Publishes an agenda before each Board and Executive Committee meeting
Presides over regular and special meetings of the Board
Appoints committee chairs and members
Serves ex-officio on all committees
Assigns mentors to new Board members
Represents RARA to the public
Requests each Board member to complete a Board Self-Assessment form annually prior to the November Board meeting and compiles results for use by the incoming President-elect
Conducts performance evaluation of Executive Director each year in December after consultation with the Board

(2) Vice president

Acts for the President in her/his absence
Performs such other assistive duties as the President may assign

(3) Secretary

Records and promulgates minutes of all meetings of the Board

(4) Treasurer

The chairperson of the Finance Committee also serves as Board Treasurer
The Treasurer shall have oversight responsibility for the fiscal operation and sound fiscal policy of RARA.
The Treasurer, or Treasurer-designated member of the Finance Committee, will provide a report on RARA’s finances on a monthly basis

Section III. Duties and Responsibilities of Committees of the Board

(1) General Requirements, Appointment

The Chairperson and the members of each committee shall be appointed and removed by the President with the advice of the Board. The President may appoint other committees or ad hoc task forces as needed. Committee chairs will be Board members but membership may include non-Board members.

(2) Executive Committee

The Association Board may, but shall not be required to, constitute an Executive Committee. The Executive Committee shall consist of the President, Vice President, Treasurer and Secretary. The Executive Director is an ex officio member of the Executive Committee. The Executive Committee shall have and may exercise all powers of the Board between meetings of the Board provided, however, that the Executive Committee shall not modify any action previously taken by the Board or alter any policy previously set by the Board. A report of the action taken is to be made at the Board meeting next following the meeting of the Committee. A majority of the members of the Executive Committee shall constitute a quorum.

(3) Nominating Committee

The President shall appoint a Nominating Committee of not less than three (3) members of the Board who shall present the names of candidates for election as members and officers. In every election, nominations from the floor must be accepted. All nominations from the floor shall receive equal attention as those made by the Nominating Committee.

(4) Finance Committee

The Finance Committee shall have responsibility for oversight of all financial activities of the Association. The chairperson of the Finance Committee also serves as Board Treasurer and serves as the interface between the Board and the Finance Committee. Additionally, the Finance Committee:

Proposes general financial guidance for RARA operations to the Board for approval and implementation
Reviews financial information monthly
Monitors income and expenditures relative to budgeted amounts
Reports regularly the results of its analysis to the Board
Periodically reviews financial procedures, internal controls, investment policies and practices and the annual audit or financial review
Recommends amendments to established financial practices to the Board
Exercises initial review of the Executive Director’s draft annual operating budget on a collaborative basis prior to Executive Director’s submission of proposed budget to the Board for final approval

(5) Operating Committees

Operating Committees shall perform tasks as determined by the Board of Directors. Operating Committees may include but are not limited to: Food Pantry, Development, and HelpLine.

ARTICLE II

Meetings and Voting

Section I. Meetings

The members of the Board of Directors of the Association shall meet a minimum of eight (8) times per calendar year at a date, time, and place designated by the President. Special meetings may be called or regular meetings dispensed with at the discretion of the President. When the President calls a meeting, every effort shall be made to contact each Board Member and state the time, place and business to be conducted at the called meeting. Minutes shall be recorded of all meetings by the Secretary or an appointed member of the Board if the elected Secretary is unable to attend the meeting. All minutes, be they from a regular or a called meeting, shall be approved and admitted to record in a regular meeting. A call for a special meeting from three (3) members of the Board to the President will require the President to call such a meeting. In the absence of the President, a call for a special meeting of the Board from three (3) members of the Board will be honored provided that the items of business to be considered at the called meeting be in writing, signed by the three calling members, and sent to each Board member prior to the special meeting. The President, or appointed moderator of each particular special or regular meeting, shall only vote to break tie votes during that particular special or regular meeting.

Section II. Meetings by Telephone Conference and/or Video link

Members of the Board of Directors or of any committee may participate in a meeting of the Board or committee by means of a telephone conference, video link or similar communications equipment such that all persons participating in the meeting can hear each other, and participation by such means shall constitute presence in person at such meeting.

Section III. Quorum

A majority of the number of Board members then in office shall constitute a quorum for the transaction of business at any meeting of the Board of Directors.

Section IV. Votes via email

The Board President, or designated Board representative, may conduct binding votes by email between regularly scheduled Board meetings provided the total number of email votes is equal to or greater than a quorum of the Board.

ARTICLE III

Elections and Terms of Members and Officers

Directors shall be elected at a regular or special meeting of the Board of Directors. Names of candidates for election shall be proposed as described in Article I, Section III (3). Members of the Board will be nominated and elected by the Board in the fall of each year (as needed) and will begin their terms on January 1 of the following year.

Members shall serve terms of three years and are eligible to serve only two consecutive terms (six years). One year after leaving the Board, former Members will again become eligible for nomination and election to the board.

Members who do not attend three (3) consecutive meetings without prior notification will be dismissed from the Board and a new member will be nominated to fill the unexpired term.

Officers shall serve for terms of one (1) year; they may be re-elected so long as they remain members of the Board. Officers shall be elected by a majority vote of those present at a regular Board meeting to be held in November of each year, and shall take office on the first day of January of the following year.

ARTICLE IV

Association Employees

The Board of Directors of the Association shall employ an Executive Director to ensure the efficient, safe and orderly day-by-day operations described in these By-Laws. Additional compensated staff may be added as necessary, with the approval of the Board of Directors.

Position Summary

The Executive Director (ED) is responsible for the overall success of RARA.

Major Responsibilities:

Strategic Planning – With support from the RARA Board of Directors (Board), develops and updates the Strategic Plan

Expand Services – The ED ensures RARA can provide its services to as many as possible of the service area’s qualified population

Fundraising – Secures funding from various governmental entities, charitable organizations, grants, individuals, and other sources to support operations

Operational Efficiency – Develops and executes operational budget, and ensures maximum productivity of RARA resources

Budgeting – Prepares and executes a detailed annual working budget to define the financial operation of RARA. Promptly advises the Board when said budget does not appear sufficient to meet the composite demand for assistance

Staffing
- Ensures RARA is staffed appropriately for its mission and workload
- Develops salaried staff and helps them to grow professionally
- Responsible for the recruitment, training, and management of volunteers.

Responsible for daily operations, to include managing the maintenance of all RARA equipment and vehicles.

The Executive Director shall have the authority to exercise discretion and judgment in applying Association guidelines and responding to unanticipated situations or emergencies. The Executive Director will report to the Board of Directors on a monthly basis.

ARTICLE V

Miscellaneous

The Association’s fiscal year shall be the calendar year.

All duties and powers imposed herein on the President shall, in the President’s absence or inability to act, be exercised by the Vice President or in her/his absence by the Secretary and then the Treasurer. In the absence of the above indicated officers, or in the event of their inability to act, it is proper for the Board of the Association, with a quorum present, to elect a President Pro-Tem and proceed with the business at hand.

It shall be the policy of the Association to cooperate with existing or future agencies, voluntary or governmental, whose purpose or programs are similar to or complimentary to the purposes of the Association, and when representatives of such agencies are not members of the Board of the Association, to invite such representatives to attend regular meetings of the Board and extend to them the privilege of the floor without vote.

In the event that the Association is dissolved, the recipient of all remaining assets shall be a 501 (c) (3) charitable organization that shares a similar mission with RARA. Such assets shall be used only for food, shelter, utilities and essential transportation.

These “BY-LAWS” may be amended at any regular meeting by a majority vote, provided that the amendment (s) was proposed at the last regular meeting, or that a copy of the complete change is sent to each member at least two (2) weeks before the regular meeting in which the change (s) is to be voted on.

The meeting of the Board of the Association, its committees or other functional groups will be conducted in accordance with the most recent edition of ROBERT’s RULES OF ORDER, except in those cases where the Board determines otherwise.

Board-approved revision: 18 February 2021