REGULATIONS and BY-LAWS OF SANCTUARY COMMUNITY ACTION, AN OHIO NONPROFIT CORPORATION
ARTICLE ONE. – OFFICES AND FISCAL YEAR
Section 1.1 Principal Office. The principal office of this Corporation, Sanctuary Community Action, in the State of Ohio shall be located at 302 S Market Street, in the City of Danville, County of Knox.
Section 1.2 Other Offices. The Corporation may have such other offices, either within or without the County of Knox, State of Ohio, as the Executive Board (Trustees and Officers) may from time to time determine.
Section 1.3 The Fiscal year of the Corporation shall begin January 1 and end December 31 of each year.
ARTICLE TWO. PURPOSE, MISSION, GOAL
Section 2.1 Purpose. Sanctuary Community Action is a community based non-profit corporation established for advancing the availability of services to the general public, treating people with equal respect, dignity, honesty, and privacy in order to provide the opportunity to grow and achieve in their lives.
Section 2.2 Mission. To make health, education, and multiple social services available by coordinating various agencies and providing space and time to render service to residents primarily in, but not limited to Eastern Knox County.
Section 2.3 The general purpose for which this corporation is formed are to operate exclusively for such charitable and educational purposes as will qualify it as an exempt organization under Section 501(c)3 of the Internal Revenue Code of 1986 or corresponding provisions of any subsequent federal tax laws, including, for such purposes, the making of distributions to organizations which qualify as tax-exempt organizations under that Code.
Section 2.4 This corporation shall not, as a substantial part of its activities, carry on propaganda or otherwise attempt to influence legislation; nor shall it participate or intervene by publication or distribution of any statements or otherwise in any political campaign on behalf of any candidate for public office.
Section 2.5 Goals
a) Coordination of service agencies
b) To assist, inform, educate, and refer
c) To encourage community involvement
d) To improve the quality of life
e) To provide economically feasible space for social service agencies
f) To encourage social justice
ARTICLE THREE. CORPORATION MEMBERSHIP
Section 3.1 Membership Categories
a) Corporate Voting Member. Any individual or organization that pays the dues as required by the Bylaws and agrees to be bound by the Articles of Incorporation of this Corporation, by these regulations, and by such rules and regulations as the Executive Board may from time to time adopt. Each Corporation voting member shall be entitled to one vote and have a voice by way of majority.
(b) Supporter. Does not wish to be a voting member but desires to financially support Sanctuary Community Action.
1) Support Sanctuary Community Action’s vision and mission.
2) Willing to volunteer as needs arise.
3) Help enhance the public perception of the organization.
4) Provide community feedback to Sanctuary Community Action members.
5) Supporter may not have a vote in any corporate meetings.
(c) Volunteer
1) Support Sanctuary Community Action’s vision and mission.
2) Willing to volunteer as needed.
3) Help recruit other volunteers.
4) Communicate ideas and suggestions to other Sanctuary Community Action members.
5) Volunteer has no vote.
(d) Honorary Membership. Executive Board may grant Honorary membership to the original founders of this Corporation and others who have served this Corporation with distinction with his or her permission. Honorary members will serve in an advisory capacity. Honorary member(s) will not have voting membership with the Corporation membership at large. Honorary member(s) will not be eligible for election or re-election to the Executive Board. Honorary member(s) will not be required to pay dues.
Section 3.2 Admission to Membership. The Executive Board shall from time to time prescribe the form and manner in which membership may be established.
Section 3.3 Property Rights.
(a) No member shall have any right, title, or interest in any of the property or assets, including any earnings or investment income of this Corporation, nor shall any of such property or assets be distributed to any member on its dissolution.
(b) The property of this corporation is irrevocably dedicated to charitable purpose and no part of the net income or assets of this corporation shall ever inure to the benefit of any trustee, officer, or member thereof, or to the benefit of any private individual. Upon the dissolution or winding up of this corporation, its assets remaining after payment, or provision for payment, of all debts and liabilities of the corporation, shall be distributed to a nonprofit fund, foundation, or corporation which is organized and operated exclusively for charitable purposes and which has established its tax exempt status under Section 501(c)3 of the Internal Revenue Code of 1986, or corresponding provisions of any subsequent federal tax laws.
Section 3.4 Liability of Members. No member of this Corporation shall be personally liable for any of its debts, liabilities, or obligations, nor shall any member be subject to any assessment.
Section 3.5 Transfer, Termination, and Reinstatement
a) Transfer—Membership in this Corporation is nontransferable.
b) Termination—Membership shall terminate on the:
1. Resignation of a member
2. Death of a member
3. Expulsion (guideline in Manual)
c) Reinstate as member—(guideline in Manual)
Section 3.6 Annual Dues The Executive Board may determine from time to time the amount of annual dues payable to the Corporation by members.
Section 3.7 Payment of Dues. Dues shall be payable in advance on the first day of June in each year. Dues of a new member shall be prorated from the first day of the month in which the individual becomes a member for the remainder of the membership year of the Corporation.
Section 3.8 Membership Records. Annual membership records will be kept on file by the Secretary and available for review at Sanctuary Community Action office.
ARTICLE FOUR. MEETINGS
Section 4.1 Annual Meeting An annual meeting of members in good standing shall be held on the second (2nd) Monday of June each year at such time and place as designated by the Executive Board. Appropriate for consideration at such meetings shall be the election of Officers and Trustees and such other Corporate business as may come before the meeting. If the election of Officers and Trustees is not held on the day designated for an annual meeting, the meeting shall take place within a two (2) week period after the designated date.
a) The Nominating Committee will prepare a slate of candidates for officers and trustees from membership in good standing.
1) Nominating committee will consist of out-going officers and trustees not seeking re-election and others as approved by membership.
2) The Nominating Committee will be comprised of no less than three (3) members.
3) Nominating committee will be appointed sixty (60) days or two (2) meetings prior to scheduled annual meeting.
4) Nominating committee will present slate of candidates in writing one (1) meeting prior to annual meeting
5) Additional nominations from the membership may be made during period set forth above or at the time of the annual meeting.
b) Notification of annual meeting shall be delivered personally, by U S Postal mail or electronically to each member in good standing not less than fourteen (14) days or more than thirty (30) days prior to the date of the annual meeting.
c) Voting will be done by written ballot.
1) No Proxy voting will be permitted.
2) Each member shall be entitled to one vote. If an organization is a member, the organization shall designate one person who shall have the right to exercise the organization’s voting rights.
3) Members may cast no more than one vote per candidate.
d) Election of Executive Board will be conducted on separate ballots. (See manual)
e) Officers consist of president, vice president, secretary and treasurer who will serve a two (2) year term. There will be a total of nine (9) trustees serving three (3) year terms. The terms will expire in a three (3) year cycle with the election of three (3) trustees each year. A vacancy occurring on Executive Board may be filled by majority vote of eligible Corporation voting membership. Executive Board member elected will complete the unexpired term of the predecessor.
f) Executive Board members may serve no more than two (2) consecutive terms. Executive Board members may be re-elected after a one (1) year interval.
g) In the event there is no qualified person or nominee for a specific office or position, exception may be made to the above Section 4.1 (e & f) rule, with two-thirds membership approval.
h) Candidate receiving the highest number of votes will assume that position. In the event of a tie for any office of the Executive Board, the Corporate membership present shall cast a second ballot. In the event of a second tie, there will be a coin toss.
i) The Nominating Committee shall serve as “Inspector of Election” and certify in writing to the President the results of the election to be affixed in the Minutes of the meeting.
j) Annual meeting shall be governed by current Robert’s Rules of Order.
Section 4.2 Monthly Meetings A monthly meeting for all members in good standing shall be held on the second (2nd) Monday of each month at a time and place as designated by the Executive Board.
a) A quorum of Executive Board must be present to conduct business
b) Any required or permitted action may be presented at monthly meetings if included in or added to month’s agenda.
c) Voting membership may vote orally, or in writing, if deemed necessary.
d) If no quorum is present, discussion may take place but no decision may be made.
e) A member may not vote on an issue if that member has a financial or personal interest in an issue coming before the membership. The affected person shall: 1) fully disclose the nature of the interest; 2) withdraw from discussion, lobbying and voting on the issue; 3) be excused from that portion of the meeting. Notation in minutes of meeting that member abstained.
f) A majority of the actual number of voting members present at a monthly meeting is required for approval of motions.
g) The President and/or Chairman of the Executive Board may call a special meeting if deemed necessary. No Proxy voting.
h) Monthly meetings shall be governed by Robert’s Rules of Order.
i) All members in good standing may place a motion on the floor and vote.
j) A quorum of trustees and officers must be present to conduct business.
Section 4.3 Executive Board Meetings Executive Board meetings shall be called by the Chairman of the Board and attended by current Officers and Trustees. Written or printed notice stating the place, day, hour and agenda shall be delivered either personally, by mail or electronically to each member of the Executive Board.
a) Quorum is required for official action
b) Majority vote of quorum is required for passage
c) Presentation may be made to the Executive Board by contractor or others affected by Executive Board decision but presenters will be excused from discussion prior to voting.
d) A member of the Executive Board may not vote on an issue if that member has a financial or personal interest in an issue coming before the membership. The affected person shall 1) fully disclose the nature of the interest and 2) withdraw from discussion, lobbying and voting on the issue and be excused from that portion of the meeting.
e) Executive Board meetings will be governed by Robert’s Rules of Order.
ARTICLE 5. EXECUTIVE BOARD MEMBERSHIP
Section 5.1 Membership. The Executive Board of the Corporation shall consist of the four (4) Officers of the Corporation and nine (9) Trustees elected from, and by, the Corporation voting membership at the annual meeting.
Section 5.2 Chairperson. Chairperson of the Executive Board shall be selected by the thirteen (13) Executive Board members for a period of one (1) year. The current President of the Corporation voting membership may not hold position of Chairperson.
Section 5.4 Role of Executive Board
a) Approval of amendments of constitution and/or bylaws and development or amendments to Manual Guideline.
b) Hiring and/or termination of staff.
c) *Approval of merger or consolidation with other corporations.
d) *Dissolution of Corporation.
e) *Procure capital improvement or operating loans.
f) *Sale of and/or acquisition of Corporate assets.
g) Approval of transactions involving member(s) with a financial interest.
h) Must make recommendations to the full membership for approval before such recommendations can be implemented.
i) Will provide a summary, in a timely manner, of Executive Board decisions regarding above listed matters to the full membership for members approval.
j) *Termination of Executive Board member, corporate voting member or reinstatement of a member pursuant to rules as outlined in manual.
k) Power to appoint Honorary membership.
*Powers of the above require 75% approval of the general membership of the Corporation.
Section 5.5 Legal and Ethical Responsibilities of Executive Board
a) Legally responsible for the governance and operations of Sanctuary Community Action non-profit organization.
b) Must support the Corporation’s Mission and Vision.
c) Main focus is with finances, policies, supervision, evaluation and representation to the community.
d) Make sure policies are relevant, visionary, on target and meeting needs of the community.
e) Must support any decision of Sanctuary Community Action upon vote of membership.
f) Participate in fundraisers and fully participate on one committee or more; and contribute financially within one’s means.
g) Attend Board meetings well prepared and notify Board Chairperson or Board Secretary in advance of absence. (see manual)
h) Actively monitor the organization by enforcing accountability and evaluation.
i) Assist in providing continuity to the organization as members retire, leave or change offices.
ARTICLE 6. DUTIES OF OFFICERS
Section 6.1 Chairperson of Executive Board
a) Serves a one (1) year term.
b) To call and preside over Executive Board meetings.
c) May vote only in the event of a tie.
d) May present neutral facts and information as part of Executive Board discussion and personal opinions without undue influence.
e) May sign financial or legal instruments with other duly authorized members of the Executive Board.
f) Encouraged to financially support Sanctuary Community Action.
g) Schedule an annual retreat for all members for the purpose of strategic planning and Sanctuary Community Action planning.
Section 6.2 President
a) Serves as a member of the Executive Board
b) Calls and presides over monthly Corporation membership meetings.
c) During meetings, may present neutral facts and information as part of the discussion and personal opinion without undue influences.
d) May vote only in the event of a tie.
e) May act on behalf of the Corporation during on-demand activities that occur between meetings. These acts are presented to the Corporation members at the next meeting.
f) May sign financial or legal instruments with other duly authorized members of the Executive Board.
g) Appoint chairperson(s) of committee(s) in consultation with Corporation members and serves ex-officio as a member of committee(s). May attend committee meetings.
h) Serves as a mediator in conjunction with Executive Board in matters of personal or personnel disputes between or among the Corporation members.
i) Responsible for organizing the monthly agenda and giving it to the secretary for distribution.
j) Encouraged to financially support Sanctuary Community Action.
k) Appoint members to committees as described in Article 7 herein, subject to approval of voting membership.
l) Attend annual retreat.
Section 6.3 Vice President
a) Serve as a member of the Executive Board
b) Call and preside over monthly Corporation membership meeting in absence of president.
c) Perform temporary presidential responsibilities when president is unable to do so. Vice President shall then have all the power of and be subject to all the restrictions upon the president.
d) Work closely with the President and Chairman of Executive Board to facilitate the orientation of new officers and trustees.
e) Perform other responsibilities as assigned by the Chairman of Executive Board and/or President.
f) Serves as Parliamentarian at meetings of Executive Board, monthly membership, and Annual membership following Robert’s Rules of Order.
g) Encouraged to financially support Sanctuary Community Action.
h) Attend annual retreat.
Section 6.4 Secretary
a) Serve as a member of the Executive Board.
b) Maintain all major documents and records of the Corporation to ensure the effective management, retention and protection of such documents.
c) Responsible for minutes of both the Executive Board and membership meetings.
d) Be sufficiently familiar with major documents of the organization, eg: Articles of Incorporation, By-Laws, Board Policies, Board Resolutions and be able to note appropriate rules during the meetings.
e) Develop, manage and distribute written minutes of all Executive Board and membership meetings.
f) Ensure review and approval of the minutes by the President or Executive Board chair prior to distribution.
g) Ensure collection of all committee reports from chairperson(s).
h) See that all official notices are duly given in accordance with the By-laws of the Corporation or as required by law.
i) Keep membership records containing the names and addresses of all members and Executive Board members, and with respect to any member who has been terminated and record that fact together with the date of termination.
j) Exhibit to any Executive Board member of the Corporation, or to any person or agency authorized by law to inspect them, at all reasonable times and on demand, these regulations, the Articles of Corporation, the membership record, the minutes, and other relevant records of the organization.
k) Encouraged to financially support Sanctuary Community Action.
l) Attend annual retreat.
Section 6.5 Treasurer
a) Serve as a member of the Executive Board.
b) Oversee the management of the finances of the organization as approved and reviewed by the Executive Board.
c) Serve as Chairperson of the Financial Committee. Responsible for verbal and written monthly report.
d) Assist the Executive Board, administrate fiscal matters of the organization and ensure the development and review of financial policies and procedures.
e) May sign financial documents with other duly authorized board members.
f) Provide monthly report for members’ approval.
g) Provide annual projected budget for the Executive Board.
h) Ensure all State and Federal Tax Laws pertaining to non-profit organization employees are adhered to, including, but not limited to, Social Security, State Unemployment, and other payroll taxes as required by law. Is responsible for timely filing of annual IRS 990 report for non-profit corporations.
i) Ensure financial policies and procedures are adhered to by Executive Board and members.
j) Receive and give receipts for moneys due and payable to the Corporation from any source and deposit all such moneys in the name of the Corporation in such banks, trust companies, or depositories as shall be selected by the Executive Board.
k) If so required by the Executive Board, the treasurer shall give a bond for the faithful discharge of the treasurer’s duties in such sum and with such surety or sureties as the Executive Board may deem appropriate.
l) Encouraged to financially support Sanctuary Community Action.
m) Attend Annual Retreat.
Section 6.6 Trustee
a) Serve as a member of the Executive Board.
b) Act as a liaison between community and Sanctuary Community Action.
c) Support the Corporation’s vision and mission.
d) Encouraged to financially support Sanctuary Community Action.
e) Actively and creatively be involved in all Sanctuary Community Action fundraising, including proposal writing and solicitations from the community.
f) As an ethical responsibility, must support any decision of Sanctuary Community Action once a motion or resolution is approved by majority vote.
g) Adhere to the By-laws and Manual of Sanctuary Community Action’s rules and regulations.
h) Participate, prepare for and attend Executive Board meetings and monthly general membership meetings.
i) Attend annual retreat.
ARTICLE 7. COMMITTEES
All committees will include one member of Executive Board.
Section 7.1 Finance Committee. Oversee development of the budget; ensure accurate tracking/monitoring/accountability for funds; ensure adequate financial controls; review major grants and associated terms.
a) Committee established at annual meeting.
a) President serves as ex-officio member with voting privileges.
b) Treasurer serves as chairperson.
c) No less than three (3) additional Corporation members as approved by Corporation membership in attendance at annual meeting.
d) The committee chairperson will present a written report to the Corporation membership monthly meeting.
Section 7.2 Development Committee. Establish leads and evaluate fundraising efforts of the Corporation. Oversee development and implementation of the fundraising plan; identify and solicit funds from external sources of support.
a) Committee established at annual meeting.
b) Committee will be comprised of at least one (1) executive board member and no less than two (2) representatives from the corporation membership.
c) Committee will select committee chairperson.
d) Committee chairperson will present a written report to the secretary for distribution at the monthly Corporation membership meeting.
Section 7.3 Planning Committee. Development of and coordination of long-range planning.
a) Committee established at annual meeting.
b) Committee will be comprised of at least one (1) executive board member and no less than two (2) representatives from the corporation membership.
c) Committee will select committee chairperson.
d) Develop and adopt a written strategic plan to achieve Corporation’s mission.
e) Solicit community evaluation of the Corporation’s programs and activities to determine community benefit.
f) Periodically review the mission statement and modify to reflect the changing needs of the community.
g) Identify critical issues facing the Corporation and set goals and measurable objectives that address these critical issues.
h) Prioritize goals and develop timelines for their accomplishment.
i) Submit written reports to Corporation membership monthly meeting.
Section 7.4 Public Relations. Represents the Corporation to the community; enhances the Corporation’s image, including communications with the media.
a) Committee established at annual meeting.
b) Committee will be comprised of at least one (1) executive board member and no less than two (2) representatives from the Corporation membership.
c) Committee will select committee chairperson.
d) Membership recruitment and membership drive.
Section 7.5 Ad Hoc Committee. Committees that exist to accomplish a goal and then cease to exist; eg: audit, campaign, nominations, research, by-laws and constitution committee.
ARTICLE 8. CONTRACTS
Section 8.1 The Executive Board may, by resolution duly adopted, authorize any officer or officers, agent or agents of the Corporation, in addition to the officers so authorized by these regulations, to enter into any contract or to execute and deliver any instrument in the name of and on behalf of the Corporation. Such authority may be general or confined to specific instances.
a) A member may not vote on an issue if that member has a financial or personal interest in an issue coming before the membership. The affected person shall 1)fully disclose the nature of the interest and 2) withdraw from discussion, lobbying, and voting on the issue and be excused from that portion of the meeting.
b) All contracts are implemented with an ethical consideration to strengthen the public’s confidence that the Corporation demonstrates impartiality, integrity and a non-discriminatory judgment.
ARTICLE 9. GIFTS AND CONTRIBUTIONS
Section 9.1 The Executive Board may:
a) Accept on behalf of the Corporation any contribution, gift, bequest, or accept real estate property by donation or bequest for the general and special charitable purposes of the Corporation, on such terms as the Executive Board shall approve.
b) Hold such funds or property in the name of the Corporation or of such fiduciary agent as the Executive Board may appoint.
c) The Executive Board may collect and receive income or proceeds from such funds or property as they deem fiscally responsible and legally acceptable in accordance with the Corporation’s mission.
d) Devote the principal or income from such donations to such benevolent and charitable purposes as the Executive Board may determine.
e) Enter into an agreement with any donor to continue to devote the principal or income from the donation to such particular purpose as the donor may designate and after approval of such agreement by the Executive Board.
ARTICLE 10. WAIVER OF NOTICE
Whenever any notice is required to be given under the provisions of the Nonprofit Corporation Law of Ohio or under the provisions of the articles of incorporation or the regulations of this Corporation, 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 11. AMENDMENTS
The regulations of the Corporation may be amended, repealed, or added to, or new regulations may be adopted by the vote or written assent of majority of the members entitled to vote or by the vote of a majority of a quorum at a meeting duly called for the purpose according to the Articles or Regulations.
(a) A copy of proposed amendment shall be available for review at the meeting preceding the meeting at which the amendment will be considered.