Bylaws

BYLAWS OF 
THE FRIENDS OF WAKE COUNTY GUARDIAN AD LITEM, INC

AMENDED AND RESTATED AS OF March 16, 2021 

ARTICLE I: ORGANIZATION

Section 1. Name. The name of the organization shall be The Friends of Wake County Guardian Ad Litem, Inc., hereinafter called the "The Friends." The Friends may at its pleasure by a vote of the governing body change its name. 

ARTICLE II: PURPOSE, GOALS & OBJECTIVES 

The Friends has been organized for purposes which are within the scope and meaning of Section 501(c)(3) of the Internal Revenue Code. The program goals include the following:

 

1. To reduce the trauma experienced by children in the child welfare system as a result of abuse or neglect, by supporting a trained GAL volunteer who will offer both legal and emotional support to the child through a long-term consistent relationship. The role of a GAL volunteer is critical to the well-being of abused and neglected children in the juvenile court system, as Guardian ad Litem volunteers explore and recommend resource options available to the child and provide the child with a voice that would otherwise not be heard. A GAL offers abused and neglected children guidance in understanding and dealing with the complex, and often unfamiliar court system and child welfare system. By supporting GALs and the GAL program, The Friends ensures that the voice of abused and neglected children can be heard. There are usually over 700 children in foster care in Wake County at any given time, however, at the time these bylaws were amended, that number was roughly under 500. The number of children in care decreased due to the COVID-19 pandemic, as about 25% of abuse and neglect reports are received from educational personnel. When public schools closed, Wake County saw a 15% decrease in reporting, which is linked to the closure of schools and child care facilities that are often the first line of defense in screening for child maltreatment. Child welfare experts expect that when things return to normal, a surge of cases and increased need for foster care placements will follow.

 

2. To advocate vigorously for the rights of abused and neglected children in Wake County to help meet the needs of abused and neglected children that are not being filled by the legal system. While the GAL program's focus is primarily on the legal system and advocating for a safe, permanent family for children in the child welfare system, The Friends seeks to ensure that these children receive services that are not offered by the child welfare system or the GAL program. By way of example, The Friends provides funding for services such as private tutoring, summer camp opportunities, and computers which would otherwise not be available to these children. The Friends partners with the GAL program as well as personnel at the Department of Social Services to identify these unmet needs and develop systems for referrals to be made to us so we can provide these services to children in foster care and kinship care. 

3. To develop sound programming with a comprehensive strategy geared towards providing educational support, mentoring and fulfilling special needs, to reduce the trauma abused and neglected children experience and to improve their lives through positive experiences. Currently, The Friends has the following programs in place: 

a.    Education Advocacy Project: The Friends provides private tutoring services to children in foster care who are identified by the social worker or GAL assigned to them as needing extra assistance. While the public school system does have some ability to address children who need additional services, in most cases children must be at least one grade level behind to qualify for these interventions. Further, because the schools have limited funding to provide additional services, the needs of many children who need services go unmet. The Friends does not duplicate services that are otherwise available; rather The Friends provides these needed services to children who would otherwise not qualify for or receive services through any other program. The Friends currently provides in-home tutoring services where the tutor goes directly to the home of the child. The Friends has been in discussions with the Wake County school system regarding how to allow private tutors to provide individual or group tutoring on-site at the school. The Friends also partners with community organizations such as the YMCA to try to expand the reach of education advocacy to other children in foster care who would benefit from after school tutoring. The Friends is committed to continuing to expand our existing advocacy program so we can serve the greatest number of children in foster or kinship care, through continuing to communicate with other community organizations and the public school system about the most safe and effective way we can provide these services.

 

b.    Computers for Kids: The Friends works to provide refurbished computers to children in foster care who would not otherwise have access to this resource. Computers have become more of a necessity than a luxury in today's educational system. Ensuring that foster children have access to computers helps improve academic success and educational outcomes.

 

c.    Backpacks: The Friends partners with community organizations to provide bookbags and school supplies to children in kinship care and foster care. This is part of our organization's overarching mission to ensure that children in kinship care and foster children have access to everything they need to be successful in school, and to prevent finances from being a barrier to academic success.
 

d.    Angel Tree: The Friends works with the Wake County Department of Social Services to provide funding for Christmas gifts and to locate community sponsors for children in foster care and kinship care to make their Christmas wishes come true.

 

e.    Summer Camps: The Friends provides funding for summer camp opportunities for children in foster care who would not otherwise have access to these educational and social opportunities.

f.    A Chance to Smile Orthodontic Program: The Friends partners with orthodontic facilities to develop fund-raising programs to provide free orthodontic care for children in foster care. The Friends partners with community organizations including the Department of Social Services and the Guardian ad Litem program to identify needs and provide direct referrals to the orthodontic practice.

 

g.    Community Events: The Friends hosts community events to raise money for our programs, as well as to raise community awareness about the needs of children in kinship care and foster care. The Friends seeks to not only provide financial resources, but to make the community aware of volunteer opportunities and how the gift of time can also make a difference.

 

h.    Graduation Angels: The Friends provides support to foster children who have aged out of the system without being adopted. Recent statistics indicate that the number of children who age out of the foster care without being adopted is approximately 25,000 per year in the United States. Increased attention needs to be directed towards children who reach the legal age of adulthood without an adoptive family. The Graduation Angels program may include financial gifts such as a graduation basket, gift cards, and items donated from community sponsors to help graduating foster children start a new life in college or set up their own home. This program may also involve a mentorship program through which foster children can develop a relationship with a member of the community, and gain guidance about searching for employment, career options, and develop an important social relationship.

4. To improve the Wake County community by ensuring that abused and neglected children are shown love and kindness through the programs we fund, and are given access to opportunities and services that would otherwise not be available to them. The independent programs that the Friends develop and fund are not programs that receive federal or state funding, or are services that are otherwise provided to or available for foster children. The Friends seeks to identify the needs of foster children and fill in those gaps rather than duplicating existing programs. Current statistics identified on our website (https://www.friendsofwakegal.org/about-us) shed light on why these things matter to the community as a whole:

•    Only 2% of children in foster care receive a bachelor's degree or higher
•    75% of women aging out of foster care become mothers before the age of 21
•    Only half of youth aging out of foster care will be employed by the age of 24
•    Approximately 25% of children in foster care will be homeless at some point after they age out of the system
•    1 in 4 children in foster care will experience PTSD which can have serious, debilitating consequences if not mitigated by positive social relationships and experiences

By improving the lives of these children, and trying to ensure that they have meaningful access to educational support, enrichment opportunities, employment, and life skills, The Friends believes the community at large will benefit. Our mission is to help children who otherwise may end up homeless, unemployed, or in prison break the cycle by providing them with community connections and community resources that will help them recover from the trauma they have experienced and give them an opportunity for a better life. 

ARTICLE III: BOARD OF DIRECTORS

 

Section 1. Power. The business and affairs of the Organization shall be managed by a Board of Directors. The Board of Directors shall be responsible for approving all governing and legally binding policies and procedures of the Organization and all such policies and procedures shall be binding on all staff, employees, Officers and Directors. The Board of Directors may make such rules and regulations governing its meetings as it may in its discretion determine is necessary. The Board of Directors are responsible for overseeing Officers, employees and any paid staff and the Board of Directors is a separate entity from individuals appointed as Officers, staff members or volunteers.

 

Section 2. Criteria. The Board of Directors should consist of individuals with diverse skill sets and diverse backgrounds. A majority of the Board members cannot be family· members. A family member shall be defined by as a person related by blood or marriage. Effective January 1, 2021, there shall be a position on the Board of Directors for "Chair of Diversity & Inclusion." This Board Member's role shall be to ensure that the Board maintains a climate of creativity, respect, diversity and innovation, and that our organization seeks and promotes community involvement across all racial, cultural, and socioeconomic groups. The Chair of Diversity & Inclusion may serve on various committees within the organization in furtherance of this goal.

 

Section 3. Number of Directors. The Board of Directors of the Organization shall consist of no fewer than four ( 4) and no greater than twelve (12) members. Effective January 1, 2021, one of the Board of Directors positions will be "Immediate Past Chair." The "Immediate Past Chair" will be a former Board Member whose role will be to continue on the Board to ensure that there is continuity and to serve in an advisory capacity.

 

Section 4. Appointments. The appointment of members to the Board of Directors shall be accomplished by recommendation by an active Director and the recommendation shall be voted on by existing Directors at any Board meeting. The appointment of a member requires a unanimous vote.

 

Section 5. Term. Directors shall serve a term of two (2) years and terms shall be staggered so that a majority of directors will not end their term in the same year.

 

Section 6. Regular Meetings. Monthly meetings of the Board of Directors shall be held on the second Wednesday of each month, or such date as the President shall designate. Regular meetings of the Board of Directors shall be held at the time and place designated by the President and such location and time shall be communicated to all Directors prior to the date of the meeting. Directors not available to meet may teleconference into any meeting. 

Section 7. Special Meetings. Special meetings of the Board of Directors may be called by the President following written request from any two Directors or following request by the Executive Director, and shall be held at the principal office of the Organization or such other place as the Directors may determine.

 

Section 8. Notice. Notice of any special meeting shall be given at least forty-eight (48) hours before the time fixed for the meeting, by written notice delivered personally or mailed to each Director at his business or home address, or delivered by fax or email. Waiver of written notice of the meeting shall be confirmed by attendance at the meeting.

 

Section 9. Quorum. A majority of Directors shall constitute a quorum for the transaction of business. The act of a majority of the Directors present at meeting at which a quorum is present shall be the act of the Board of Directors. Any action consented to by a majority of Directors in writing, by telephone or by email or other means of electronic transmission shall be valid as if adopted at a duly warned and held meeting of the Board, provided such written consent shall be inserted in the minute book.

 

Section 10. Voting. Each Director shall have one vote and such voting shall not be done by proxy. At all meetings, except for the elections of Officers and/or appointment of Directors, all votes shall be by voice. Votes can be made by teleconference if an Officer or Director cannot be present.

 

Section 11. Committees. All committees of the Board of Directors shall be established by the Board of Directors and appointed by the Chair. A committee's purpose, responsibilities, duties and terms of office shall be determined by the Chair.

 

Section 12. Removal of Absent Directors. Directors missing three consecutive regular meetings are deemed removed, unless the absences are reported in advance and the President determines that the absences are excused.

 

Section 13. Vacancies. Any vacancy occurring in the Board of Directors may be filled by a unanimous vote of the remaining Directors. A Director elected to fill a vacancy shall be elected for the unexpired term of his predecessor in office if the number of Directors is at the maximum allowed by these By Laws. Otherwise, the Director elected to fill the vacancy will be elected for a two-year term, as provided for in these By Laws.

 

Section 14. Salary and Compensation. No Board Member shall by reason of his office be entitled to receive any salary or compensation.

 

ARTICLE IV: OFFICERS

 

Section 1. There shall be four (4) Officers of the Organization, to include a President, Vice President, Secretary, and Treasurer, each of whom shall be elected by the Board of Directors. Theses Officers shall, by virtue of their office, be members of the Board of Directors. Additional Board Members shall include a Chair of Diversity and Inclusion and an Immediate Past Chair.

 

Section 2. Election and Term of Office. The Officers of the Organization shall be elected at the first meeting of the Board of Directors, and thereafter, bi-annually at the monthly meeting held in December. If the election is not held at such meeting, such election shall be held as soon as possible thereafter as is convenient, or as provided for in these By Laws. Each Officer shall hold his office until his successor has been duly elected and qualified or until his death, resignation or removal in the manner hereinafter provided.

Section 3. Voting for Officers. For election of Officers, ballots shall be provided to each Board member and there shall not appear any information on such ballot that might tend to indicate the person who cast such ballot. At all votes by ballot, the ballots shall be collected and reviewed by the Secretary, who will announce the decision, unless the Secretary is the subject of the ballot, then a Director not subject to the vote will collect and review the ballots and announce the decision.

 

Section 4. Powers and Duties. The powers and duties of the several Officers shall be as provided from time to time by resolution or other directive of the Board of Directors. In the absence of such provisions, the respective Officers shall have the powers and discharge the duties associated with such offices. The Secretary shall prepare minutes of all meetings of the Board, and shall authenticate the records of the Board of Directors and/ or the Organization upon request.

 

Section 5. Duties and Responsibilities of the President. The essential duties of the President are as follows: 

•    The President shall preside at all Board of Directors meetings . 

•    The President shall present at each monthly or bi-monthly meeting of the Organization a monthly or bi-monthly report of the work of the Organization, and shall present various agenda items for discussion and vote as needed. 

•    The President shall appoint committees to accomplish the work of the organization, and may nominate committee members to be voted on by the Board. 
•    The President shall be one of the Officers who may sign checks or drafts of the Organization jointly with the Treasurer. 

•    The President shall have such powers as may be reasonably construed as belonging to the Chief Executive of any Organization. 

Section 6. Duties and Responsibilities of the Vice President. The essential duties of the Vice President are as follows: 

•    The Vice President shall, in the event or absence or inability of the President to exercise his or her office become acting President of the Board of Directors of the Organization with all the rights, privileges and powers as if he had been the duly elected President.

•    The Vice President shall serve on at least one of the Organization's committees.

Section 7. Duties and Responsibilities of the Secretary. The essential duties of the Secretary are as follows: 

•    The Secretary shall keep the minutes and records of the Organization for the Board's review and shall also maintain such in an electronic format. 
•    The Secretary shall give and serve all notices to members of the Board of Directors of this Organization. 

•    The Secretary shall submit to the Board of Directors any communication addressed to him or her as Secretary of the Organization. 
•    The Secretary shall communicate with the other Board Members to ensure all books, reports, and certificates required by law are properly filed and kept. 

•    The Secretary shall maintain the system database containing donor information and shall ensure this is properly updated and maintained. The Secretary may designate committee members to assist with this. 
•    The Secretary shall be responsible for transmitting any newsletters via the system database, and may designate committee members to assist with this. 

Section 8. Duties and Responsibilities of the Treasurer. The essential duties of the Treasurer are as follows: 

•    The Treasurer shall have the responsibility of oversight of all assets belonging to the Organization. 
•    The Treasurer shall render at each meeting a written account of the finances of the Organization and such report shall be physically affixed to the minutes of the Board of Directors of such meeting.

•    The Treasurer shall be one of the Officers who may sign checks or drafts of the Organization. 
•    The Treasurer shall ensure all books, reports, and certificates required by law with respect to taxes, finances, and the continued operation of the organization are properly filed and kept. The Treasurer may enlist the help of other Board Members or committee members for assistance with this. 

Section 9. Duties and Responsibilities of the Chair of Diversity & Inclusion. The essential duties of the Chair of Diversity & Inclusion are as follows: 

•    Ensuring volunteer opportunities with the organization are extended to all racial, ethnic, gender, and socio-economic groups.

•    Ensuring that events for the organization are inclusive of different racial, ethnic, gender, and socio-economic groups.

•    Ensuring that non-discriminatory practices are utilized and making recommendations for best practices.

•    This Chair shall serve on at least one of the Organization's committees.

Section 10. Immediate Past Chair. The essential duties of the Immediate Past Chair are as follows:

•    Ensuring that there is a smooth transition of leadership.

•    Advising Board Members as needed. 

•    Making recommendations for areas where the organization can improve or expand, and advising on how to implement such recommendations.

•    Continuing to promote and maintain positive relationships that have been built between the organization and the GAL office, as well as other community organizations.

Section 11. Committees. The Board of Directors may authorize the formation of committees comprised of Board Members and other volunteers, to carry out the mission, objectives, and duties of the Organization. Such Committees may include, but are not limited to, the following: 

•    Marketing Committee: This committee will be responsible for creation of and distribution of the Organization's newsletter; creating, maintaining, and posting content for the Organization's social media accounts; maintaining and updating the Organization's website; maintain and updating the Organization's informational literature, such as brochures; assisting with creating mailing materials to promote upcoming fundraising events or other events of the organization. 
•    GALA/Events Committee: This committee will be responsible for planning and overseeing fundraising events, including the annual GALA, with the Board having final approval over major decisions such as date, location and budget. This will involve selecting the location of events; touring potential venues; meeting with and negotiating contracts with vendors; working with other committees to find sponsors and donors for events; and working with other committees to help advertise and promote the events. 

•    Grants Committee: This committee will be responsible for researching grants which the organization is eligible to apply for, drafting grant proposals, and submitting and following up on grants. An organized calendar will be maintained which designated grant deadlines and deadlines for reporting. 
•    Tutoring Committee: This committee will be responsible for overseeing and implementing our Education Advocacy Project, maintaining relationships with community partners, and ensuring that financial and service reports related to participants are maintained. The tutoring committee will oversee volunteers, the hiring of any paid staff or agencies, and shall develop and implement the use of appropriate referral forms and objective reporting standards to ensure that measurable data of program outcomes is obtained

 

Section 12. Removal. Any Officer or agent elected or appointed by the Board of Directors may be removed by the Board of Directors by a majority vote when sufficient cause exists for such removal or whenever in its judgment the best interests of the Organization would be served thereby.

 

Section 13. Vacancies. A vacancy in any office because of death, resignation, removal, disqualification or otherwise may be filled by the Board of Directors for the unexpired portion of the term.

 

Section 14. Salaries and Compensation. No Officer shall by reason of his office be entitled to receive any salary or compensation. No Officer shall receive any compensation for duties rendered as staff, employees or through contract for services related to their service on the Board. At a future time, by unanimous approval of the Board, the Board may elect a Director or CEO of the organization which is a paid position, however, this individual shall not have a seat on the Board. The Board shall determine such individual's compensation in a Board meeting held outside such person's presence, and shall periodically meet to assess the individual's work performance.

ARTICLE V: ORGANIZATION STAFFING AND MANAGEMENT

 

Section 1. The Board of Directors shall be responsible for the hiring and supervision of any staff.

 

Section 2. Policies and Procedures. The Board of Directors shall be responsible for managing the Organization within the scope of the policies and procedures approved by the Board of Directors.

 

ARTICLE VI: FISCAL MANAGEMENT AND CONTROL

 

Section 1. Fiscal Year. The fiscal year of the Organization shall be January 1 to December 31.

 

Section 2. Contracts. The Board of Directors may authorize any Officer or Officers, agent or agents, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Organization, and such authority may be general or confined to specific business.

 

Section 3. Loans. No loans shall be contracted on behalf of the Organization and no evidences of indebtedness shall be issued in its name unless authorized by a resolution of the Board of Directors. Such authority may be general or confined to specific instances.

 

Section 4. Checks, Drafts and Orders. All checks, drafts or other orders for the payment of money, notes or other evidences of indebtedness shall be signed by such Officer or Officers, agent or agents of the Organization and in such manner as shall from time to time be determined by resolution of the Board of Directors. Disbursement of funds by the Organization for any purpose shall be made through signature of the President or the Treasurer.

 

Section 5. Deposits. All funds of the Organization not otherwise employed shall be deposited from time to time to the credit of the Organization in such banks, trust companies, or other depositories as the Board of Directors shall select.

 

ARTICLE VII: BOOKS AND RECORDS

The Organization shall keep correct and complete books and records of accounts and shall also keep minutes of the proceedings of the Board of Directors and the Secretary shall keep a record giving the names and addresses of the Board of Directors. 

ARTICLE VIII: WAIVER OF NOTICE

Whenever any notice is required to be given to any member or Director of the Organization under the provisions of law or these By Laws, a waiver thereof in writing, signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.

 

ARTICLE IX: DISSOLUTION OR SALE OF ASSETS

A two-thirds vote of the membership shall be required to sell or mortgage assets of the Organization not in the regular course of business or to dissolve the Organization. Upon dissolution of the Organization, any assets remaining after payment or provision for its debts and liabilities shall, consistent with the purposes of the Organization, be paid over to charitable organizations exempt under the provisions of Section 501(c)(3) of the US Internal Revenue Code or corresponding provisions of subsequently enacted federal law. No part of the net assets or net earnings of the Organization shall inure to the benefit of or be paid or distributed to an Officer, Director, member, employee, or donor.

 

ARTICLE X: AMENDMENTS

These Bylaws may be altered, amended or repealed, and new Bylaws may be adopted by the Board of Directors at any regular or special meeting of the Board.