By-Laws of the
An
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
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
(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
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
Part B. Traveling
Members. Individuals who wish to travel to
Section II
It will be normal practice for the corporation to organize
three (3) trips per annum for members to travel to
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
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
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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