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HomeMy WebLinkAboutWARM By-LawsBylaws Latest Revision Date: May 18, 2020 Wilmington Area Rebuilding Ministry, Inc. www.warmnc.org ARTICLE I Name The name of the organization shall be Wilmington Area Rebuilding Ministry, Inc. (WARM), hereinafter referred to as the "Organization." It is an Internal Revenue Code 501(c)(3) nonprofit organization and chartered under the laws of the State of North Carolina. ARTICLE II Location and Area Served The office of the Organization shall be located at such place as the Board of Directors may determine. The service area of the Organization shall be Southeastern North Carolina. ARTICLE III Purpose The mission of WARM is to repair, rebuild, and make homes accessible; and to inspire service, generosity, and hope. The Organization is established exclusively for charitable, religious or educational purposes within the meaning of Section 501(c)3 of the Internal Revenue Code and any corresponding Section of any future Federal tax code (hereinafter "Internal Revenue Code"), including, for such purposes, the making of distributions to organizations that qualify as exempt organizations under the Internal Revenue Code. I'_1101111[y11411T/ Basic Policies The following are basic policies of this Organization: A. The name of the Organization or the names of any members in their official capacities shall not be used to endorse or promote a commercial concern or in connection with any partisan interest or for any purposes not appropriately related to promotion of the purposes of the Organization. B. The Organization shall not, directly or indirectly, participate or intervene (in any way, including the publishing or distributing of statements) in any political campaign on behalf of, or in opposition to, any candidate for public office, or devote more than an insubstantial part of its activities to attempting to influence legislation by propaganda or otherwise. C. No part of the net earnings shall inure to the benefit of, or be distributable to its directors, officers or other private persons except that the Organization shall be authorized and empowered to pay reasonable compensation for professional services rendered and to Rev 05/18/2020 WARM Bylaws make payments and distributions in furtherance of the purposes set forth in Article III hereof. D. Notwithstanding any other provision of these articles, the Organization shall not carry on any other activities not permitted to be carried on (a) by an organization exempt from Federal income tax under Section 501(c)3 of the Internal Revenue Code, or (b) by an organization, contributions to which are deductible under Section 170(c)2 of the Internal Revenue Code. ARTICLE V Board of Directors A. Powers and Duties. The Board of Directors shall govern the Organization with the following powers and duties: The Board's primary function is to make policy decisions that ensure that the Organization is run effectively, legally, ethically and in accordance with its purposes. The Board evaluates and provides feedback to the Executive Director relative to the accomplishment of those policies and plans. The Board shall appoint and fix the salary and duties of an Executive Director and shall conduct an annual evaluation of him or her. Board members will be asked to engage in strategic planning to determine how the Organization may enhance the assets and meet the needs of the communities within the service area of the Organization. Board members are responsible for raising funds to fulfill the purpose of the Organization, monitoring finances, and financial planning for the Organization. B. Number, Election, Term of Office and Removal. The number of elected directors shall be not less than nine (9). Directors may be elected at any Board meeting for a two-year term by the majority of the directors entitled to vote and present at the annual meeting of the Board of Directors. Length of service on the Board of Directors is not to exceed six (6) consecutive years. For the purpose of assigning a start date of a Board term, new members who begin before July 1 will have their start date considered to be January 1 of the current year, while those who join after July 1 will have their start date as the following January 1. Eligibility criteria for director reassignment shall include a 12-month period of absence from the Board. The Board of Directors shall take steps to ensure staggered terms. Any director may be removed with or without cause, by a vote of the majority of the directors of the Organization. Unexcused absences from three (3) consecutive regularly called meetings of the Board of Directors shall be considered grounds for removal of any director. C. Vacancies. Any vacancy on the Board of Directors arising at any time and from any cause, including the authorization of an increase in the number of directors, may be filled at any Board meeting by the Board of Directors, by a majority of the directors present and voting. Each director so elected shall hold office until the election at the annual meeting of the Board of Directors as specified in Article V of this document. D. Compensation. Notwithstanding any provision of these Bylaws, no director or officer of the organization shall receive, directly, or indirectly, any salary, compensation or emoluments therefrom for his or her services as director, officer, or any other capacity, unless Rev 05/18/2020 WARM Bylaws authorized (1) in the case of a director, by the concurring vote of a majority of the disinterested directors; and (2) in the case of an officer, by the concurring vote of a majority of directors entitled to vote; except that the Board of Directors may provide for the payment or reimbursement of expenses reasonably incurred by a director or officer in the performance of their duties in fulfillment of the purposes of the Organization. ARTICLE VI Meetings A. Annual Meeting. The Annual Meeting of the Board of Directors for the election of the officers of the Organization and the transaction of other business shall be held at the hour, date, and place designated by the Board of Directors in the month of November or December of each year. Notice of the time and place of such annual meeting shall be given by the Secretary or designee, by mailing or emailing a copy thereof or delivering the same to each director not less than thirty (30) days nor more than fifty (50) days before such annual meeting. B. Meetings Notice. The Board shall meet at least bi-monthly. Special meetings of the Board of Directors may be held upon the call of the President, the President -Elect, or by three directors, at the principal office of the Organization or at such other place as may be designated in the notice of such meeting. Written or electronic notice of the time, place, and purpose of any meeting of the Board of Directors shall be given by the Secretary or designee by mailing or emailing a copy thereof or delivering the same to each director not less than five (5) days prior to the meeting. C. Organization. The President shall preside at all meetings of the Board of Directors and the Executive Committee, or, in his or her absence, the President -Elect. If neither of those persons is present, a chairman shall be chosen by the directors present. In the absence of the Secretary, the presiding officer may appoint any person to act as secretary of the meeting. D. Conduct of Meetings. The rules regarding parliamentary authority contained in the current edition of Robert's Rules of Order shall govern the Board in all cases to which they are applicable, and in which they are not inconsistent with these bylaws and any special rules of order the Board may adopt. E. Quorum. In order to conduct the business of the organization, at least fifty percent (50%) of the current board members must be present. Rev 05/18/2020 WARM Bylaws ARTICLE VII Officers A. Officers. The officers of the Organization shall be a President, a President -Elect, a Past President, a Secretary, a Treasurer and such other officers, as the Board of Directors may from time to time appoint or elect. These officers shall serve on the Executive Committee. B. Election. Term of Office and Removal. The term of office will be one year; length of service shall not exceed 2 consecutive years. The Nominating Committee will present a slate of officers at least 30 days before the annual meeting. At the annual meeting, the officers of the Organization shall be elected by the Board. Officers will assume duties on January 151of the following year. Any officer of the Organization may be removed, with or without cause, by a vote of the majority of the directors then in office. Upon the resignation or removal from office, a new Officer may be elected at the following board meeting. C. Other Agents, etc. The Board of Directors may from time to time appoint such agents or committees as it shall deem necessary, each of whom shall serve at the pleasure of the Board of Directors, and shall have such authority, perform such duties as the Board of Directors may from time to time determine. D. Vacancies. Any vacancy of any office may be filled by the Board of Directors at any regular meeting, at a special meeting called for that purpose, or by unanimous written consent. Any officer so elected shall hold office until the election of the annual meeting of the Board of Directors. ARTICLE VIII Duties of Officers A. President: Powers and Duties. The President shall be a member of the Board of Directors and shall preside at all meetings, at which he or she is present, of the Board of Directors, the Executive Committee and other committees established pursuant to Article V. The President, or designee, shall keep the Board of Directors fully informed and shall freely consult with them concerning the activities of the Organization. The President shall perform all duties incident to the office of the President, subject, however, to the control of the Board of Directors, and such other duties as shall from time to time be assigned to him or her by the Board of Directors. B. President -Elect. Powers and Duties: The President -Elect shall oversee the board's strategic planning efforts, provide a board presence on WARM worksites and in the office as needed, prepare to serve as President of the organization, and shall have such powers and duties as may be assigned to him or her by the Board of Directors. The President -Elect shall, in the absence of the President, have the powers and perform the duties of the President, subject, however, to the control of the Board of Directors, except where otherwise provided in the Bylaws. C. Past President. Powers and Duties: The Past President shall serve in an advisory role to the President. Rev 05/18/2020 WARM Bylaws D. Secretary: Powers and Duties. The Secretary shall act as secretary of all meetings of the Board of Directors and Executive Committee and shall keep the minutes of all such meetings in the books prepared for that purpose. The Secretary or designee shall attend to the giving and serving of all notices required by these Bylaws or by statute and shall perform all duties incident to the office of the Secretary, subject, however, to the control of the Board of Directors, and such other duties as shall from time to time be assigned him or her by the Board of Directors. E. Treasurer: Powers and Duties. The Treasurer, or designee, shall have the custody of all funds and securities of the Organization which may come into his or her hands; shall keep, or cause to be kept, complete and accurate accounts of receipts and disbursements of the Organization; shall deposit all moneys and other valuable effects of the Organization in the name and to the credit of the Organization in such banks or depositories as the Board of Directors may designate; and shall render a statement of his or her accounts whenever required by the Board of Directors. The Treasurer shall at reasonable times exhibit the Organization's books and accounts to any officer or director of the Organization and shall perform all duties incident to the Office of Treasurer, subject, however to the control of the Board of Directors, and such other duties as shall from time to time be assigned to him or her by the Board of Directors. The Treasurer shall, if required by the Board of Directors, give such security for the faithful performance of his or her duties as the Board of Directors may require. ARTICLE IX Advisory Groups A. The Board of Directors may establish Advisory Groups for specific purposes, that include non -directors. B. Purpose: The purpose of each Advisory Group, as well as desired attributes and skills for advisors, shall be established by the Executive Committee. Examples include campaign cabinets and strategic plan focus groups. C. Membership: Advisors may be invited by the Board, the Board Nominating Committee, the Executive Director, or any similar committee selected by the Board, and approved by the Board. Directors rotating off the Board may be invited as advisors. D. Responsibilities: Each advisor shall, at a minimum, provide consultation in his or her area of expertise to fulfill the purpose of the Advisory Group. Advisors are asked to increase visibility of and support for the Organization among their peers and the community at large. Advisors shall have no voting privileges or fiduciary responsibilities to WARM. E. Advisory Groups shall be accountable to the Board and subject to Board resolutions and bylaws. Rev 05/18/2020 WARM Bylaws F. There are no limits with respect to the number of consecutive years served as an advisor. There are no attendance requirements. When the Advisory Group is dissolved, the advisors' roles shall come to an end. I'_1Ci111[y11110AN Funds A. The Organization may receive property from any source, including, but not limited to, contributions, payments, donations, bequests, and devises from wills and trusts, gifts of money and properties, grants and funds which may inure to the benefit of the Organization; provided, however, all contributions, payments, and/or bequests must be acceptable to the Board of Directors. B. All contributions and/or bequests so received, together with the income therefrom, shall be held, managed, administered, used, and applied by the Board of Directors, Executive Director and designated staff in accordance with the purposes and terms of these Bylaws. C. The Board of Directors may accept contributions and/or bequests which qualify, limit or restrict their use; provided, however, such qualifications, conditions, limitations, and/or restrictions shall not conflict with the purpose of the Organization set forth in Article III of these Bylaws. Unless otherwise specifically required, such restricted contributions and/or bequests may be commingled with other contributions to the Organization. D. Funds (other than tangible personal property) received by the Organization shall be held by the Treasurer in an account or accounts in one or more approved banking institutions. The treasurer may from time to time, upon approval of the Board of Directors of the Organization, invest portions of these funds. E. Tangible personal property accepted by the Board of Directors shall be held, conserved, and/or controlled by the Board of Directors. F. There shall be an annual financial review of a type of the choosing of the Board of Directors. G. The person that performs basic bookkeeping and reconciles the bank statements shall not have check signing authority. H. Checks, notes, contract, etc. The Board of Directors is authorized to select such banks or depositories as it shall deem proper for the funds of the Organization. The Board of Directors shall determine who, if anyone, in addition to the President, shall be authorized from time to time on the Organization's behalf to sign checks, drafts or other orders for the payment of money, acceptances, notes or other evidences of indebtedness, to enter into contracts, or to execute and deliver other documents and instruments. I. Investments. The funds of the Organization may be retained in whole or in part in cash or be invested and reinvested from time to time in such property, real, personal or otherwise, or stocks, bonds or other securities, as the Board of Directors in its discretion may deem desirable. J. Books. There shall be kept correct books of account of the activities and transactions of the Organization, which shall contain a copy of these Bylaws, and all minutes of the Board of Directors and the committees authorized by Article Vill hereof. K. Borrowing Authority. Borrowing money and incurring indebtedness on behalf of the organization, and cause to be executed and delivered for the purposes of the organization, Rev 05/18/2020 WARM Bylaws in the corporate name, promissory notes, bonds, debentures, deeds of trust, mortgages, pledge hypothecations and other evidences of debt and securities is the responsibility of the Board of Directors. Authority may be delegated by policy, as appropriate, to the Executive Director. L. Gift Acceptance: Contributions shall not be accepted from political campaigns. At the discretion of the Executive Director or the Executive Committee, contributions may be declined for any reason ARTICLE XII Committees A. Executive Committee. There shall be an Executive Committee of the Board of Directors to lead and oversee the activities of the Board of Directors. The Executive Committee shall consist of the officers of the organization and may include the immediate past president, regardless of whether or not he/she is still a voting member of the Board of Directors. The Executive Committee shall serve as the governance committee by evaluating the effectiveness of the Board of Directors as well as identifying and addressing areas of improvement. B. Standing Committees. The Standing Committees shall be: a. Finance Committee. The purpose of the Finance Committee is to provide financial oversight for the Organization. The Finance Committee presents the annual budget to the Board of Directors for approval at the annual meeting, ensures adherence to applicable laws, and oversees reports and tax returns. The Treasurer shall chair the Finance Committee. b. Nominating Committee. The purpose of the Nominating Committee is to recruit prospective directors, coordinate the candidacy process, and officially submit nominations to the Board of Directors. The Nominating Committee shall also nominate a slate of officers annually, which shall be presented to the Board of Directors at least 30 days before the annual meeting. The President -Elect shall chair the Nominating Committee. The Past President and one additional Board member shall be approved by the Board of Directors at the annual meeting, bringing the total committee membership to three. In the absence of a Past President, two additional Board members shall be approved by the Board to sit on the committee. Aside from the President -Elect, no member of the Nominating Committee shall be nominated to serve as an officer. c. Donor Cultivation Committees. The purpose of the Donor Cultivation Committees is to build relationships within a specific sector to advance the Organization's mission. A director shall be approved by the Board of Directors to chair each committee and recruit directors and non -directors with expertise and connections in each sector. i. Civic Clubs Rev 05/18/2020 WARM Bylaws ii. Individuals iii. Faith Community iv. Corporations C. Each board member shall actively serve on at least one committee. New board members shall select their committee in the first six months of service, for approval by the President. D. Special Committees. The President may appoint from time to time, with approval of the Board of Directors, other committees which may include directors and non -directors. Each such committee shall have and may exercise the powers specified by the Board, subject, however, to the continuing direction and control of the Board. Examples include event committees and property acquisition committees. E. Terms and Removal. Terms on each Standing Committee shall be one year; with length of service not to exceed three consecutive years. Terms on each Special Committee shall be the duration of the Special Committee's existence. Removal of a committee chair or approved member shall require a majority vote of the Executive Committee. ARTICLE XIII Resignation Any director, officer, or member of any committee may resign at any time. Such resignation shall be made in writing and shall take effect at the time specified therein, and, if no time is specified, then at the time of its receipt by the Organization. The acceptance of a resignation shall not be necessary to make it effective. ARTICLE XIV Executive Director The Executive Director is an at -will employee appointed by the Board of Directors and he or she shall be the Chief Executive Officer of the organization. He/she shall perform such duties as may be required by these Bylaws, the Board of Directors, including but not limited to the following: A. Intensively promote and cultivate in every reasonable and proper way the purpose and business of the Organization B. Shall appoint, supervise, evaluate, or dismiss any employee of the Organization and report personnel changes to the Board. C. Submit such reports as required by the Board of Directors D. Serve on or appoint the appropriate staff member to support each committee. E. Oversee maintenance of the Organization's property F. Conduct official correspondence, preserve all books, documents, maintain accurate records, and such other duties as assigned by the President or Board of Directors G. Serve as spokesperson for the Organization Rev 05/18/2020 WARM Bylaws ARTICLE XV Miscellaneous A. Fiscal Year. The fiscal year of the Organization shall begin January 1 and end on December 31 unless otherwise determined by the Board of Directors. B. Indemnification and insurance. The Organization shall indemnify its directors and officers and procure such policies as it may deem advisable to insure against any liability incurred by its directors or officers or both acting as such. C. Dissolution or Merger. If the Organization is dissolved or should become inactive for any reason, after paying or adequately providing for the debts and obligations of the organization, including meeting all provisions of any grant funds remaining, the Board of Directors shall distribute the remaining assets to one or more non-profit funds, foundations, or organizations which have established their tax exempt status under Section 501(c)3 of the Internal Revenue Code. In the event of merger with a similar organization, all funds and property shall be merged with the new organization. ARTICLE XVI Amendment to Bylaws These Bylaws may be amended or revised by a majority vote of the Board of Directors with written notice of the proposed amendment being made known to the Board of Directors thirty (30) days prior to the Board's consideration of the amendment. Revised May 18, 2020 - a 0_e4 President UU ATTEST: Executive -biro Rev 05/18/2020 WARM Bylaws