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By-Laws

By-Laws of the Carroll County Haiti Mission Project

An Illinois Not-for-profit Corporation

   

Article I: Name and Principal Offices of Corporation

Section I

The name of this corporation shall be the Carroll County Haiti Project.  The principal offices shall be at 309 E. Rapp Street, Mount Carroll, Illinois 61053 , or at such other locations as shall be determined from time to time by the board of directors.  

Article II: Purpose

Section I

This corporation is organized for charitable purposes, and more specifically:

(a) For the promotion, development and sustenance of medical and educational programs in Haiti.

(b) For the promotion, development and sustenance of other efforts to improve the quality of life in Haiti.

(c) To build, maintain, staff, and supply a medical and dental clinic in Juampas, Haiti.

(d) To solicit assistance for these projects through other organizations or individuals with specific skills or interests consistent with the purposes of this corporation.

(e) To organize teams of volunteers consisting of members of the corporation and, as needed, others to travel to Haiti to work on projects fulfilling the purposes specified in (a)-(c). 

(f) To educate the inhabitants of Carroll County, Illinois and the surrounding area as to the difficulties of life in Haiti.

(g) To own and actively manage properties or other assets that can be used to support the objectives of this corporation.  The chief property to be used in support of the objectives of the corporation is the medical and dental clinic building in Juampas , Haiti and its associated equipment and supplies.

(h) To prepare applications and to file such applications for private and public grants to support the development of the programs of this corporation.  

Section II

It is the intent of the corporation to qualify as a nonprofit, tax exempt entity pursuant to Section 501 (c) (3) of the Internal Revenue Code of 1986 as now or hereafter amended.  The corporation shall not carry on any propaganda or otherwise attempt to influence legislation.  The corporation shall not engage in any transactions or permit any act or omission which shall operate to deprive it of its tax exempt status under Section 501 (c) (3) of the Code.  The corporation shall not in any manner, or to any extent, participate, or intervene in any political campaign on behalf of any candidate for public office; nor shall it publish or distribute the statements of any political campaign or on behalf of any candidate for public office; nor shall it engage in any "prohibited transaction" as defined in Section 503 (d) of the Internal Revenue Code of 1986.

No part of the net earnings of the corporation shall inure to the benefit of any member of the board of directors, the membership of the organization, or contributor of funds to the corporation, or to any other private individual, except that the corporation shall be authorized and empowered to pay reasonable compensation for services rendered.  None of the property of the corporation shall be distributed directly or indirectly to any member of the board of directors of the corporation, any member of the corporation, or any contributor of funds to the corporation, or to any private individual, except in fulfillment of the corporation's purposes enumerated herein.

In the event of the dissolution or liquidation of the corporation, any assets then remaining shall be distributed among other organizations as shall qualify at the time as exempt organizations described in Code Section 501 (c) (3) as the board of directors shall determine such assets to be used for purposes consistent with those described in the immediately preceding subparagraphs of Section I.  In the event of the dissolution or liquidation of the corporation, the exact distribution of the assets shall be approved by the Board of Directors.

The corporation shall have such powers as are now or may hereafter be granted under the laws of the State of Illinois that are in furtherance of the corporation's exempt purposes within the meaning of Section 501 (c) (3) of the Internal Revenue Code of 1986, or the corresponding section of any future federal tax codes.                     

Article III: Membership

Section I

The members of the corporation shall consist of two levels of membership, contributing members or traveling members.  All members of the corporation shall be dedicated to one or more of the purposes of Article II Section I, they shall have applied for membership in the corporation, and they will have agreed to abide by the conditions set out in these by –laws.  All members shall be current or former residents of Carroll County , Illinois ; they shall have a significant connection to Carroll County , Illinois ; or they shall have expertise directly related to one or more of the purposes of the corporation as specified in Article II Section I.  

Part A. Contributing members.  Individuals who join the corporation as contributing members agree to abide by the above conditions and agree to participate in at least one corporate sponsored activity (other than travel to Haiti) per annum.  Individuals who join the corporation as contributing members are not eligible to travel to Haiti as members of the corporation.  Accordingly, contributing members may only vote on resolutions presented to the membership that do not involve corporate business directly relating to activities of corporate representatives while in Haiti .

Part B. Traveling Members. Individuals who wish to travel to Haiti as representatives of the corporation must join the corporation as a traveling member. Traveling members agree to the conditions specified in the second paragraph above.  They also agree to participate in the major, as determined by the Board of Directors, annual fund raising activity of the corporation and more than 60 percent of all other fund raising activities of the corporation during the year or, where this is not possible, pay a membership fee of $150 per annum (or portion thereof as determined on an individual basis, by the board of directors) in order to maintain their status as a traveling member of the corporation.  Traveling members may vote on any and all resolutions presented to the membership for its consideration.  

Section II

It will be normal practice for the corporation to organize three (3) trips per annum for members to travel to Haiti and work on projects relating to the fulfillment of the purposes described in Article II Section I.  Additional trips may be organized by the corporation, or the times of year of said trips be changed as deemed necessary by a majority of the membership or by the Board of Directors.  It is understood by the membership that travel in Haiti is difficult and may at times be dangerous.  Minors may only travel with a group making such a trip if they are at least 13 years of age at the time of the trip and are accompanied by a parent or legal guardian who is a traveling member of the corporation.

Any members of the corporation who elect to travel to Haiti or other environs on corporation business or as a representative of the corporation shall be responsible for any and all expenses relating to said travel.  

Section III

There shall be three regular meetings of the membership per annum.  The first of these shall be no later than January 15 of any year.  These meetings will normally be held at least 4 weeks week prior to the corporate organized trips to Haiti . These shall be held be held in conjunction with the three regular meetings of the Board of Directors.  These meetings shall be presided over by the president of the corporation, or by another member of the Board of directors as appointed by the president of the corporation.  The dates, times, and places of all regular or special meetings of the membership and all regular or special meetings of the Board of Directors shall be publicized to the membership at least 10 days prior to the dates of said meetings. These meetings shall be guided by Roberts Rules of Order .

Section IV

At all meetings of the membership a quorum shall be required to conduct the business of the corporation.  The smaller of 15 members or 25% of the members in good standing, which ever is less, shall constitute a quorum.  Members may cast votes while in attendance at meetings of the membership or by written proxy provided to a member in good standing.  Members in good standing may vote for officers by absentee ballot.  

Article IV: Officers

Section I

The officers of the corporation shall be members of the corporation.  They shall be elected annually at the first regular meeting per annum as specified in Article III Section II.  They shall consist of a president, a vice-president, a secretary, a treasurer, and such other officers and assistant officers as may be deemed necessary.  The officers of the corporation and at least one additional director-at-large, shall serve as the Board of Directors of the corporation.  All officers and the directors-at-large elected to the Board of Directors, shall be elected by a two-thirds majority of the contributing and traveling members present, or voting by absentee ballot for officers, at the regular annual January meeting of the membership.  

Section II

Except as hereinafter provided, the officers of the corporation shall each have such powers and duties as generally pertain to their respective offices, as well as those that from time to time may be conferred by the membership or by the board of directors.

            (a) President.  The president shall set and publicize to the membership dates, times, and places for any and all regular and special meetings of the membership as specified in Article III Section III.  The president shall also publicize to the membership dates, times and places for any and all special meetings of the board of directors.   The president shall normally preside at all regular and special meetings of the board and at all regular meetings of the membership, but may at his or her discretion, or at the suggestion of the directors, arrange for another officer to preside at said meetings.  The president shall perform such duties as are usually incumbent upon that officer, and such duties as may be directed by resolution of the Board of Directors or by resolution of the membership.

            (b) Vice-president.  The vice-president shall have such duties and responsibilities as the president of the Board of Directors or the membership from time to time prescribes.

            (c) Secretary.  The secretary shall record and maintain in good order a list of the members in good standing.  The secretary shall record and maintain in good order the minutes of all meetings and all records and correspondence of the corporation and shall, within 30 days from the conclusion of each meeting, mail or e-mail copies of the minutes of each membership meeting to all members.  The secretary shall also have such other duties as may be assigned by the Board of Directors or by resolution of the membership.

            (d) Treasurer.  The treasurer shall maintain in good order all financial records of the corporation and shall provide upon request copies of these records to any contributing or traveling member.  The treasurer shall provide to the board and the membership, no later than 90 days after the close of each fiscal year, i)copies of a balance sheet showing in reasonable detail, the financial condition of the corporation and ii)the statement of the source and application of funds showing the results of the operation of the corporation during the fiscal year. The treasurer, or another member of the board acting at his or her request, shall acknowledge, in writing and within the 30 days of receipt, any and all contributions, gifts, bequests, or other devises given to the corporation.  Prior to each of the three regular meetings of the membership, the treasurer shall request and attempt to obtain, reasonable, accurate, transparent accountings of the uses to which funds provided by the corporation to other individuals or corporations are put.  The treasurer shall report his or her findings to the Board of Directors prior to said meetings and to the membership at each of these meetings. The treasurer shall also have such other duties as may be assigned by the board of directors or by resolution of the membership.

            (e) Directors-at-large.  Directors-at-large shall have such duties as may be assigned by the Board of Directors or by resolution of the membership.

            (f) Temporary Officers.  In case of the absence or disability of any officer of the corporation and of any person authorized to act in his or her place during such periods of absence or disability, the president may from time to time delegate the powers and duties of such officer to any other officer or member of the corporation.  

Article V: Board of Directors

Section I

The corporation shall be governed, in the intervals between regular meetings of the membership, by an elected Board of Directors consisting of a minimum of five (5) members.  The board of directors shall consist of the president, vice president, secretary, treasurer, and one or more directors-at-large elected by the membership to the board.  Any and all actions taken by the board with regard to corporate business in the intervals between regular meetings of the membership shall be reported to the membership at the next regular meeting of the membership. 

All members of the board shall be elected to their positions by two-thirds majorities of the membership.  The Board of Directors shall include all individuals elected as officers of the corporation including those individuals elected by the membership to the positions of President, Vice-president, Secretary and Treasurer of the corporation.  It shall also include at least one, and no more than three, directors-at-large elected by the membership to sit on the board.  All members of the board shall have a significant interest in and commitment to one or more of the purposes of the corporation as set forth in Article II Section I.  The members of the board of directors shall be elected each year and must be elected by a two-thirds majority of members in good standing and in attendance or voting by absentee ballot at the first regular annual meeting as specified in Article III Section III. 

Vacancies in the Board of Directors shall be filled by persons appointed by the remaining members of the Board of Directors.  Appointees shall be familiar with and committed to the furtherance of the purposes of the corporation as set forth in Article II of these by-laws.

Any director may resign by submitting written notices of his or her resignation to the Secretary.  Any director may be removed from office at any time with or without cause by the affirmative vote of two-thirds of the members in good standing.  

Section II

The Board of Directors of the corporation shall hold regular and may hold special meetings.  Regular meeting shall be held not less that three (3) times each year in conjunction with the three regular meetings of the membership.  The first of these shall be no later than January 15 of any year.  These shall be normally held 4 weeks prior to the corporate organized trips to Haiti .  Special meetings of the board may be called by the president or by three (3) or more directors.  Written notice of the time, place, and agenda for both regular and special meetings shall be given to each director either by personal delivery, by mail, or by e-mail at least ten (10) days before the meeting.  The membership of the corporation shall also be notified at least ten (10) days before the meeting.  All meetings shall be guided by Roberts Rules of Order. 

Section III

At all meetings of the Board, three-fifths of the members thereof shall constitute a quorum for the transactions of business.  If a quorum shall not be present at any meeting of the board, the directors present may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present.  

Section IV

Any action required or permitted to be taken at any meeting of the Board of Directors may be taken without a meeting, if all members of the Board of Directors consent thereto in writing, setting forth the action so taken, and the writing or writings are filed with the minutes of the proceedings.  Such consent shall have the same force and effect as an unanimous vote of the Board of Directors.  

Section V

The president of the corporation shall report, at the next regular meeting of the membership, any and all actions taken by the Board of Directors or its representatives relating to the business of the corporation in the interval since the last regular meeting of membership.  

Article VI: Committees

Section I

The Board of Directors by resolution adopted by a majority of directors in office, may designate or appoint one or more committees.  The membership by resolution adopted by a majority of members present at a regular or special meeting, may designate or appoint one or more committees.  

Article VII: Finances

Section I

The execution of all checks, drafts, and other instruments for the payment of money and all instruments of transfer of security shall be signed in the name of and on behalf of the corporation by the treasurer and one other officer of the corporation.  

Section II

All funds of the corporation shall be deposited from time to time to the credit of the corporation in such banks, trust companies, or other depositories as the Board of Directors shall select.  

Section III

The Board of Directors may accept on behalf of the corporation any contribution, gift, bequest or devise for the general purposes or for any special purpose of the corporation.  

Section IV

No later than 30 days from the end of the fiscal year, the board of directors shall approve a tentative budget for the following fiscal year.  This budget is to be presented to the membership at the first regular meeting of the membership each year for their discussion, amendment, and approval.  The budget shall be approved by a two-thirds majority of the contributing and traveling members in good standing present at said meeting.  

Section V

Prior to each of the three regular meetings of the membership, the Board of Directors, through the office of the Treasurer, shall request and attempt to obtain, reasonable, accurate, transparent accountings of the uses to which funds provided by the corporation to other individuals or corporations are put.  Any and all findings of the Board relating to said request shall be reported at the subsequent regular meetings of the membership.  In the event that the Board is unable to obtain such an accounting from some such individual or corporation, the board shall so note.  

Article VIII: General Provisions

Section I

The fiscal year of the corporation shall begin on the first day of January and end on the last day of December of the calendar year.  

Section II

Not later than 90 days after the close of each fiscal year, the corporation shall prepare:

(a)    a balance sheet showing in reasonable detail, the financial condition of the corporation at the close of the fiscal year.

(b)   the statement of the source and application of funds showing the results of the operation of the corporation during the fiscal year.  

Article VIII: Amendments

The membership shall have the power to alter, amend or repeal the by-laws, or adopt new by-laws, by a two-thirds affirmative vote of the contributing and traveling members in good standing present at a regular meeting of the membership and subject to the following conditions:  (1) such action may only be proposed at a regular meeting of the membership, (2) such action may only be taken after a second reading of such action at the regular meeting of the membership that is subsequent to the meeting at which the amendment is proposed and (3) such action shall not in any way adversely affect the corporation's qualifications under Section 501 (c) (3) of the Internal Revenue Code of 1986, or corresponding sections of any prior or future laws that are applicable.  

Approved by unanimous vote of those present at the meeting of January 9, 2005.

Members Present:  William Timm, Rod Herrick, Dan Cunningham, Tony Timm, Mitchell Timm, Alan Crouse, Scott Gallentine, Cheri Piper, Tom Sorg, Terri Miller, Bonnie Barklow, Gene Barklow, Larry Liberton, Amanda Cornelius, Jerry Cornelius, Teri L. Timm, Susan Ostrum, Paul Hitz, Mathew Timm.

                                                             Amendment I  

To be considered for tax-exempt status under IRC Section 501(c)(3), an organization must be organized and operated exclusively for one or more of the purposes specified in that sections. The activities of the organization must be restricted to those permitted IRC Section 501(c)(3) and upon dissolution of the organization the assets must be distributed to an organization with an established tax-exempt status under IRC Section 501(c)(3).  According we amend our By Laws by adding the following Purpose Clause, Power Limiting Clause, and Dissolution Clause  

Purpose Clause:

This organization is organized and operated exclusively for charitable, religious, educational, and scientific purposes, including, for such purposes, the making of distributions to organizations that qualify as exempt organizations under 501(c)(3) of the Internal Revenue Code.  

Power Limiting Clause:

No part of the net earnings of the corporation shall inure to the benefit of, or be distributable to its members, trustees, officers, or other private persons, except that the corporation shall be authorized and empowered to pay reasonable compensation for service rendered and to make payments and distributions in furtherance of the purposed set forth in Article II, Section I, hereof.  

No substantial part of the activities of the corporation shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the corporation shall not participate in, or intervene in (including the publishing or distribution of statements) and political campaign on behalf of or in opposition to and candidate for public office.  

Notwithstanding any other provisions of these articles, the Corporation shall not carry on any other activities not permitted to be carried on (a)by a charitable organization exempt from Federal income tax under section 501(c)(3) of the Internal Revenue Code of 1986 (or the corresponding provision of any future United States Internal Revenue Law) or (b)by a charitable organization contributions which are deductible under section 170(c)(2) of the Internal Revenue Code of 1986 (or the corresponding provision of any future United States Internal Revenue Law).  

Dissolution Clause:  

Upon the dissolution or winding up of the corporation, its assets remaining after payment, or provision for payment, all debts and liabilities of this 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.  Any such assets not so disposed of shall be disposed of by a court of competent jurisdiction of the county in which the principal office of the corporation is then located, exclusively for such purposes or to such organization(s), as the court shall determine, which are organized and operated exclusively for such purposes.  

 August 18, 2006.

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