Bylaws:

Hands of Hope

Joyce A. Rogers Resource Center

Bylaws:

Created on March 30, 2022

Finalized on April 20, 2022

ARTICLE I. NAME OF ORGANIZATION

Hands of Hope

Joyce A Rogers Resource Center

 

ARTICLE II. CORPORATE PURPOSE

Section 1. Nonprofit Purpose

This corporation is organized exclusively for charitable, religious, educational, and scientific purposes, including, for such purposes, the making of distributions to organizations that qualify as exempt organizations under section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code.

Mission Statement of Hands of Hope:

To Empower and Equip Participants to be self-sufficient.

Section 2. Specific Purpose

Vision Statement: 

Hands of Hope has the goal to create transitional housing for homeless persons as well as wrap around services - City of Marion agencies (regardless of situation) to help create self-sufficiency.  It is the intent of Hands of Hope to partner with the Marion community to help those in need.  Our goal is to enable others to participate, serve and lead.  We do so by promoting the following:

  1. Community Service
  2. Christian Education and Enrichment
  3. Christian Fellowship
  4. The Empowerment of the People of God

 

In addition to this, the Goal of Hands of Hope is to assist clients to complete the following:

  1. Financial Literacy
  2. Literacy
  3. Self-Assessment
  4. Being Drug-Free
  5. Job Seeking
  6. Curriculum Completion (Financial Literacy/Parenting Classes/Job Interviewing Workshop, etc.)
  7. Making connections to other City of Marion Agencies (ie. Marion Matters) – Streamlined process

 

ARTICLE III. MEMBERSHIP

The Board of Directors will consist of the following leadership positions: 

President

Vice President

Secretary

Treasurer

The Board of Directors will contain a minimum of five members and not to exceed seven members.

 

ARTICLE IV. BOARD OF DIRECTORS

Section 1 - General Powers:

The affairs of Hands of Hope shall be managed by its Board of Directors.  The Board of Directors shall have control of and be responsible for the management of the affairs and property of Hands of Hope.

Section 2 – Number, Tenure, Requirements, and Qualifications:

The number of Directors shall be fixed from time-to-time by the Directors but shall consist of no less than five (5) nor more than seven (7) including the following officers: the President, the first Vice-President and the Treasurer.

The members of the Board of Directors shall, upon election, immediately enter upon the performance of their duties and shall continue in office until their successors shall be duly elected and qualified.  All members of the Board of Directors and Advisory Council must be approved by a majority vote of the members present and voting.  No vote on new members of the Board of Directors, or Advisory Council, shall be held unless a quorum of the Board of Directors is present as provided in Section 6 of this Article.

No two members of the Board of Directors related by blood or marriage/domestic partnership within the second degree of consanguinity or affinity may serve on the Board of Directors at the same time.

Newly elected members of the Board of Directors shall serve one-year terms with the exception of the Treasurer who may serve continuous terms. 

Each member of the Board of Directors shall attend at least nine (9) monthly meetings of the Board per year.

Section 3 - Regular Meetings:

The Board of Directors will meet on the second Tuesday of each month at 7pm.  The Board of Directors will meet in person at New Hope Baptist Church 603 Euclid Ave. Marion, OH, unless otherwise stated.  The Board of Directors may meet online via Google Meets if it is so requested by a representative of the Board of Directors and approved by the President of the Board of Directors.  The Board of Directors shall only meet every month except for the month of July or more often as needed as otherwise determined by the Board of Directors. 

Section 4 - Special Meetings:

Special meetings of the Board of Directors may be called by or at the request of the President or any two members of the Board of Directors.  The person or persons authorized to call special meetings of the Board of Directors may fix any location, as the place for holding any special meeting of the Board called by them. (Something to consider).

Section 5 -  Notice:

Notice of any special meeting of the Board of Directors shall be given at least two (2) days in advance of the meeting by telephone, facsimile or electronic methods or by written notice.  Any Director may waive notice of any meeting.  The attendance of a Director at any meeting shall constitute a waiver of notice of such meeting, except where a Director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened.  Neither the business to be transacted at, nor the purpose of, any regular meeting of the Board of Directors need be specified in the notice or waiver of notice of such meeting, unless specifically required by law or by these by-laws.

Section 6 – Quorum:

There shall be a minimum of four Board Members present to hold a meeting.  A minimum of four Board Members must present to hold a meeting, otherwise the meeting must be rescheduled to a date and time in which at least four board members can be present.

Section 7 - Voting:

All issues to be voted on shall be decided by a simple majority of those present at the meeting in which the vote takes place.

Section 8 – Forfeiture:

Any member of the Board of Directors who fails to fulfill any of his or her requirements as set forth in Section 2 of Article V by September 1st shall automatically forfeit his or her seat on the Board.  The Secretary shall notify the President in writing that his or her seat has been declared vacant, and the Board of Directors may forthwith immediately proceed to fill the vacancy. 

Section 9 – Vacancies:

Whenever any vacancy occurs in the Board of Directors it shall be filled without undue delay by a majority vote of the remaining members of the Board of Directors at a regular meeting or through electronic means. Vacancies may be created and filled according to specific methods approved by the Board of Directors.

Section 10 – Compensation:

Members of the Board of Directors shall not receive any compensation for their services as Directors.

Section 11 - Informal Action by Directors:

Any action required by law to be taken at a meeting of the Directors, or any action which may be taken at a meeting of Directors, may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by two-thirds (2/3) of all of the Directors following notice of the intended action to all members of the Board of Directors.

Section 12 – Confidentiality:

Directors shall not discuss or disclose information about the Hands of Hope or its activities to any person or entity unless such information is already a matter of public knowledge, such person or entity has a need to know, or the disclosure of such information is in furtherance of the Hands of Hope purposes.  Directors shall use discretion and good business judgment in discussing the affairs of Hands of Hope with third parties.  Without limiting the foregoing, Directors may discuss upcoming fundraisers and the purposes and functions of Hands of Hope including but not limited to accounts on deposit in financial institutions.

Each Director shall execute a confidentiality agreement consistent herewith upon being voted onto and accepting appointment to the Board of Directors.

Section 13 - Parliamentary Procedure:

Any question concerning parliamentary procedure at meetings shall be determined by the President by reference to Robert’s Rules of Order.

 

ARTICLE V. OFFICERS

The officers of this Board shall be the President, Vice-President, Secretary and Treasurer. All officers must have the status of active members of the Board.

Section 1 - President:

The President shall preside at all meetings of the membership. The President shall have the following duties:

  1. He/She shall preside at all meetings of the Board of Directors – this includes having a working agenda for each meeting.
  2. The President shall issue the agenda to the board members one week prior to the meeting.

Section 2 - Vice-President:

The Vice-President shall be vested with all the powers and shall perform all the duties of the President during the absence of the latter. The Vice-Presidents duties are:

  1. He/She shall fill in for the President in his/her absence.
  2. Assisting the President as needed and requested by the President.

Section 3 – Secretary:

The Secretary shall attend all meetings of the Board of Directors, will act as a clerk thereof. The Secretary’s duties shall consist of:

  1. He/She shall record all votes and minutes of all proceedings in a book to be kept for that purpose. He/She in concert with the President shall make the arrangements for all meetings of the Board of Directors.
  2. To let the President know of any absence and to find a replacement when absent.

Section 4 – Treasurer:

The Treasurer’s duties shall be:

  1. He/She shall use Google Sheets/Excel (QuickBooks or other budgeting software) for budgeting and finances.
  2. He/She shall document all deposits and withdrawals.
  3. He/She shall submit a monthly report to the Board of Directors to review all funds, deposits, expenditures/withdrawals.
  4. He/She shall keep a record of all receipts and bank statements for taxation purposes.
  5. He/She shall have a co-signer who is a board member to sign for all financial statements and checks (incoming/outgoing).

The fiscal year shall be the calendar year. Annual reports are required to be submitted to the board showing income, expenditures, and pending income. The financial records of the organization are public information and shall be made available all board members.

Section 5 - Election of Officers:

To keep positions of a minimum of one calendar with the option of serving no more than 2 consecutive years with exception of the treasurer/co-signers due to financial statements.  Treasurer/co-signer may serve continuous terms.  Training of positions (President, Vice President, Secretary and Treasurer) of board members shall take place at the end of the calendar year (December).

Section 6 - Removal of Officer:

The Board of Directors with the concurrence of 3/4 of the members voting at the meeting may remove any officer of the Board of Directors and elect a successor for the unexpired term.  No officer of the Board of Directors shall be expelled without an opportunity to be heard and notice of such motion of expulsion shall be given to the member in writing twenty (20) days prior to the meeting at which motion shall be presented, setting forth the reasons of the Board for such expulsion.

There shall be a 2/3 vote by the Board of Directors to remove an officer.

It shall be that the Board of Directors will give the President the ability to remove an officer for not doing their job or for abusing their position.  If the President is the officer not doing their job or abusing their position, the Vice President would have the ability to remove the President from office and would fill that vacancy.

It shall be that the Board of Directors to provide the President with the ability to mediate with an officer to provide one and only one opportunity to improve behavior.  If the behavior is not corrected, the President has the ability to remove that board member from the Board of Directors.  If the President is the one in need of mediation, the Vice President would serve in this capacity.

Section 7 – Vacancies:

The Nominating Committee shall also be responsible for nominating persons to fill vacancies that occur, including those of officers.  Nominations shall be sent in writing at least two (2) weeks prior to the next meeting at which the election will be held. The persons so elected shall hold membership or office for a period of one year can be up to a 2 year term, excluding the Office of Treasurer as that individual may serve continuous terms.

ARTICLE VI. – Conflict of Interest and Compensation

Section 1 – Purpose:

The purpose of the conflict of interest policy is to protect this tax-exempt organization’s (Organization) interest when it is contemplating entering into a transaction or arrangement that might benefit the private interest of an officer or director of the Organization or might result in a possible excess benefit transaction. This policy is intended to supplement but not replace any applicable state and federal laws governing conflict of interest applicable to nonprofit and charitable organizations.

Section 2 – Definitions:

  1. Interested Person
    Any director, principal officer, or member of a committee with governing board delegated powers, who has a direct or indirect financial interest, as defined below, is an interested person.

  2. Financial Interest
    A person has a financial interest if the person has, directly or indirectly, through business, investment, or family:
    1. An ownership or investment interest in any entity with which the Organization has a transaction or arrangement,
    2. A compensation arrangement with the Organization or with any entity or individual with which the Organization has a transaction or arrangement, or
    3. A potential ownership or investment interest in, or compensation arrangement with, any entity or individual with which the Organization is negotiating a transaction or arrangement.

Compensation includes direct and indirect remuneration as well as gifts or favors that are not insubstantial.

A financial interest is not necessarily a conflict of interest. A person who has a financial interest may have a conflict of interest only if the appropriate governing board or committee decides that a conflict of interest exists.

Section 3 – Procedures:

  1. Duty to Disclose. In connection with any actual or possible conflict of interest, an interested person must disclose the existence of the financial interest and be given the opportunity to disclose all material facts to the directors and members of committees with governing board delegated powers considering the proposed transaction or arrangement.

 

  1. Determining Whether a Conflict of Interest Exists. After disclosure of the financial interest and all material facts, and after any discussion with the interested person, he/she shall leave the governing board or committee meeting while the determination of a conflict of interest is discussed and voted upon. The remaining board or committee members shall decide if a conflict of interest exists.

 

  1. Procedures for Addressing the Conflict of Interest

    1. An interested person may make a presentation at the governing board or committee meeting, but after the presentation, he/she shall leave the meeting during the discussion of, and the vote on, the transaction or arrangement involving the possible conflict of interest.
    2. The chairperson of the governing board or committee shall, if appropriate, appoint a disinterested person or committee to investigate alternatives to the proposed transaction or arrangement.

 

  1. After exercising due diligence, the governing board or committee shall determine whether the Organization can obtain with reasonable efforts a more advantageous transaction or arrangement from a person or entity that would not give rise to a conflict of interest.

 

  1. If a more advantageous transaction or arrangement is not reasonably possible under circumstances not producing a conflict of interest, the governing board or committee shall determine by a majority vote of the disinterested directors whether the transaction or arrangement is in the Organization’s best interest, for its own benefit, and whether it is fair and reasonable. In conformity with the above determination it shall make its decision as to whether to enter into the transaction or arrangement.

 

  1. Violations of the Conflicts of Interest Policy

 

  1. If the governing board or committee has reasonable cause to believe a member has failed to disclose actual or possible conflicts of interest, it shall inform the member of the basis for such belief and afford the member an opportunity to explain the alleged failure to disclose.

 

  1. If, after hearing the member’s response and after making further investigation as warranted by the circumstances, the governing board or committee determines the member has failed to disclose an actual or possible conflict of interest, it shall take appropriate disciplinary and corrective action.

 

Section 4 - Records of Proceedings:

The minutes of the governing board and all committees with board delegated powers shall contain:

  1. The names of the persons who disclosed or otherwise were found to have a financial interest in connection with an actual or possible conflict of interest, the nature of the financial interest, any action taken to determine whether a conflict of interest was present, and the governing board’s or committee’s decision as to whether a conflict of interest in fact existed.

 

  1. The names of the persons who were present for discussions and votes relating to the transaction or arrangement, the content of the discussion, including any alternatives to the proposed transaction or arrangement, and a record of any votes taken in connection with the proceedings.

Section 6 - Annual Statements:

Each director, principal officer and member of a committee with governing board delegated powers shall annually sign a statement which affirms such person:

  1. Has received a copy of the conflicts of interest policy,
  2. Has read and understands the policy,
  3. Has agreed to comply with the policy, and
  4. Understands the Organization is charitable and in order to maintain its federal tax exemption it must engage primarily in activities which accomplish one or more of its tax-exempt purposes.
  5. Confidentiality Policy

Section 7 - Periodic Reviews:

To ensure the Organization operates in a manner consistent with charitable purposes and does not engage in activities that could jeopardize its tax-exempt status, periodic reviews shall be conducted. The periodic reviews shall, at a minimum, include the following subjects:

 

  1. Review of the Board of Directors Polices that reflect reasonable investment or payments for goods and services, further charitable purposes and do not result in inurement, impermissible private benefit or in an excess benefit transaction.

 

Section 8 - Use of Outside Experts:

When conducting the periodic reviews, Hands of Hope may, but need not, use outside advisors. If outside experts are used, their use shall not relieve the governing board of its responsibility for ensuring periodic reviews are conducted.

 

ARTICLE VII. IDEMNIFICATION

Section 1 – General:

To the full extent authorized under the laws of the State of Ohio Hand of Hope shall indemnify any director, officer, employee, or agent, or former member, director, officer, employee, or agent of the corporation, or any person who may have served at the corporation’s request as a director or officer of another corporation (each of the foregoing members, directors, officers, employees, agents, and persons is referred to in this Article individually as an “indemnitee”), against expenses actually and necessarily incurred by such indemnitee in connection with the defense of any action, suit, or proceeding in which that indemnitee is made a party by reason of being or having been such member, director, officer, employee, or agent, except in relation to matters as to which that indemnitee shall have been adjudged in such action, suit, or proceeding to be liable for negligence or misconduct in the performance of a duty. The foregoing indemnification shall not be deemed exclusive of any other rights to which an indemnitee may be entitled under any bylaw, agreement, resolution of the Board of Directors, or otherwise.

Section 2 – Expenses:

Expenses (including reasonable attorneys’ fees) incurred in defending a civil or criminal action, suit, or proceeding may be paid by the corporation in advance of the final disposition of such action, suit, or proceeding, if authorized by the Board of Directors, upon receipt of an undertaking by or on behalf of the indemnitee to repay such amount if it shall ultimately be determined that such indemnitee is not entitled to be indemnified hereunder.

 

ARTICLE VIII. BOOKS AND RECORDS

Hands of Hope shall keep complete books and records of account/agenda and minutes of the proceedings of the Board of Directors along with all financial records and bank statements.

ARTICLE IX. AMENDMENTS

Section 1 - Articles of Incorporation:

The Articles may be amended in any manner at any regular or special meeting of the Board of Directors, provided that specific written notice of the proposed amendment of the Articles setting forth the proposed amendment or a summary of the changes to be effected thereby shall be given to each director at least three days in advance of such a meeting if delivered personally, by facsimile, or by e-mail or at least five days if delivered by mail. As required by the Articles, any amendment to any Articles shall require the affirmative (simple majority) vote of all directors then in office. All other amendments of the Articles shall require the affirmative vote of an absolute majority of directors then in office.

Section 2 – Bylaws:

The Board of Directors may amend these Bylaws by majority vote at any regular or special meeting. Written notice setting forth the proposed amendment or summary of the changes to be affected thereby shall be given to each director within the time and the manner provided for the giving of notice of meetings of directors.

 

ADOPTION OF BYLAWS:

We, the undersigned, are all of the initial directors or incorporators of this corporation, and we consent to, and hereby do, adopt the foregoing Bylaws, consisting of the ten preceding pages, as the Bylaws of this corporation.

ADOPTED AND APPROVED by the Board of Directors on this 14th day of June 2022.

 

________________________________________
Michelle Howard, President – Hands of Hope

 

________________________________________
ATTEST:                                  , Secretary – Hands of Hope