Governance Document
Bylaws
Yellowstone Country Assistance Network
Clean reading version for board reference. The official PDF remains the controlling document.
This page is provided to make the bylaws easier to read online. It is organized article by article so board members can quickly find sections on structure, meetings, powers, officers, and board responsibilities.
Contents
Article One – Offices
The corporation’s primary office is in Wyoming. Additional offices may be established in Wyoming as required by the Board of Directors or as needed to manage the affairs of the corporation.
Article Two – Purpose and Objectives
The purpose and objectives of the corporation are outlined in Article Four of the Articles of Incorporation.
Article Three – Board of Directors
The bylaws require at least three directors and at least one director from each county that has been granted CSBG funding. The board may increase the number of directors by formal resolution.
Board membership follows the tripartite structure:
- One-third elected public officials or their appointed representatives
- One-third low-income representatives selected through a democratic process
- The remaining directors from the private sector or other community interests
Article Four – Qualifications, Selection, Terms, and Removal
The board follows policies and procedures for qualification and selection, including democratic selection for low-income representatives and service area residency requirements where applicable.
Directors are elected by a two-thirds vote. Terms are staggered for continuity:
- Public officials serve until leaving office or until the next annual meeting after leaving office
- Low-income representatives serve three-year terms
- Private sector representatives serve four-year terms
The board may extend terms by resolution in limited circumstances and may remove directors by a two-thirds vote for reasons described in the bylaws.
Article Five – Conflict of Interest
The board is responsible for implementing a conflict-of-interest policy that complies with IRS standards. All directors must follow the policy and sign a disclosure statement.
Article Six – Compensation
Directors may not receive compensation for board service. Directors also may not serve as paid employees or volunteers for any CSBG sub-grantee or CSBG grant recipient as described in the bylaws.
Directors may be reimbursed for reasonable travel expenses consistent with fiscal and travel policies.
Article Seven – Vacancies
The remaining directors may fill vacancies when a director resigns, is removed, is unable to continue, or otherwise leaves the board. The board may continue to act despite vacancies.
Officer vacancies may also be filled by the remaining directors, and interim appointments may continue until the next annual meeting.
Article Eight – Nondiscrimination
The board commits to nondiscriminatory practices and a fair, equitable environment free from discrimination.
Article Nine – Meetings
The corporation must hold at least four meetings each year, including an annual meeting. Meetings are open to the public under Wyoming Open Meetings Law.
Directors attending through a communication method that allows everyone to hear one another are deemed present in person.
The bylaws also address notice, special meetings, quorum, emergency provisions, proxy voting, executive session, and action without a meeting.
Article Ten – Powers
The board holds the corporation’s powers and is responsible for records, financial reporting, oversight of officers, grants, and the CEO, and approval of general policies.
Article Eleven – Officers
Officers include the Chairperson, Vice Chairperson, Secretary, Treasurer, and CEO. Officers are elected by a two-thirds vote and generally serve one-year terms.
This article outlines the duties of the Chair, Vice Chair, CEO, Secretary, and Treasurer, and clarifies that one director may hold multiple positions except that the Chair may not also serve as Secretary or Treasurer.
Article Twelve – Committees
The Board Chair may appoint committees approved by the Board of Directors. Committees are assigned specific duties and responsibilities.
Article Thirteen – Indemnification
This article addresses protections for directors, officers, employees, and agents, including indemnification provisions under Wyoming law and limitations related to intentional torts or illegal acts.
This webpage version is for readability and board reference. The official PDF remains the governing document.