AMENDED AND RESTATED CODE OF REGULATIONS and BY-LAWS OF SANCTUARY COMMUNITY ACTION,
an OHIO NONPROFIT CORPORATION
In case of conflict between this Code of Regulations and By-Laws and the Articles of Incorporation, the Articles shall prevail.
ARTICLE 1: OFFICES AND FISCAL YEAR
Section 1.1: The non-profit corporation shall be known as Sanctuary Community Action, hereafter known as the SCA. The SCA was founded in 1994.
Section 1.2: Principal Office. The principal office in the State of Ohio shall be located at 304 S. Market Street, in the City of Danville, County of Knox.
Section 1.3: Other Offices. The corporation may have such other offices, either within or without the County of Knox, State of Ohio, as the SCA Board of Trustees (Trustees and Officers) may from time to time determine.
Section 1.4: The Fiscal Year. The fiscal year of the SCA shall begin on January 1st and end on December 31st of each calendar year.
Section 2.1: Purpose. SCA 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 improve the quality of life of the people in the Eastern Knox County area by providing and coordinating health, education and social services.
Section 2.3: Legal Rationale.
A. SCA is formed 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 (26 USC § 501) (the “Code”) 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.
B. SCA 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 2.4: Vision.
A. To coordinate with 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 3: SCA MEMBERSHIP
Section 3.1: Voting Member. Any individual or organization that contributes on record annually of their time, talent, monetary or material contributions, agrees to be bound by the Articles of Incorporation of SCA, by this Code of Regulations and By-Laws, and by such rules and regulations as the SCA Board of Trustees may from time to time adopt. Each individual member or organization shall be entitled to one vote at the annual meeting and have a voice by way of majority. SCA Board of Trustees will appoint a Membership Chairperson to be responsible for maintaining records of time, talent, or material contributions donated to the SCA and will work with the Treasurer to credit monetary contributions.
Section 3.2: Admission to Membership. The SCA Board of Trustees may from time to time prescribe the form and manner in which membership may be established.
Section 3.3: Member Resignation. A Member's resignation shall be effective immediately upon receipt of written notification.
Section 3.4: 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 SCA, nor shall any of such property or assets be distributed to any Member on its dissolution.
B. The property of SCA is irrevocably dedicated to charitable purpose and no part of the net income or assets of SCA shall be used to the benefit of any Trustee, Officer, or Member thereof, or to the benefit of any private individual. Upon the dissolution of SCA, its assets remaining after payment, or provision for payment, of all debts and liabilities of SCA, 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 Code, or corresponding provisions of any subsequent federal tax laws at the discretion of the SCA Board of Trustees.
Section 3.5: Liability of Members. No Member of SCA shall be personally liable for any of its debts, liabilities, or obligations, nor shall any Member be subject to any assessment.
3) Not acting in the best interest of SCA
Section 3.7: Membership Records. Annual Membership records will be kept on file by the Secretary and the Membership Chairperson and available for review at SCA office.
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 and at such time and place as designated by the SCA Board of Trustees. Appropriate for consideration at such meetings shall be the election of Officers and Trustees and other SCA 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. The annual meeting shall be governed by current Robert’s Rules of Order.
Section 4.2: Notice of Meeting. Written notification of the annual meeting and special meetings shall be delivered personally, by U. S. Postal mail, or electronically to each Member in good standing not less than fourteen (14) days but no more than thirty (30) days prior to the date of such meeting. If U.S. Postal Service Mail is utilized, a Certificate of Mailing to the address of the Member at the last address shown on the records of the corporation shall be sufficient notice of the time and place of the meeting. Any Member at a meeting may waive in writing notice of a meeting.
Section 4.3: SCA Monthly Board of Trustees Meetings. A monthly meeting of the SCA Board of Trustees shall be held on the second (2nd) Monday of each month at a time and place as designated by the SCA Board of Trustees. SCA Board of Trustees meetings shall be called by the President and attended by 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 SCA Board of Trustees.
A. A monthly meeting may include general Members in good standing and guests who may speak to issues but are not entitled to vote.
B. A quorum (one more than half) of the SCA Board of Trustees members must be present to conduct business.
C. Officers and Trustees are entitled to vote on issues at SCA Board of Trustees meetings.
D. Any required or permitted action may be presented at monthly meetings if included in or added to month’s agenda.
E. Voting may be oral or in writing, if deemed necessary.
F. If no quorum is present, discussion may take place but no official business may be conducted.
G. A Board of Trustees member may not vote on an issue if that Member has a financial, personal, or conflicting 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; and\
3) be excused from that portion of the meeting.
H. The minutes of the meeting shall state that the Board of Trustees member or members abstained.
I. Presentations may be made to the SCA Board of Trustees by Members, guests, or others affected by an SCA Board of Trustees decision.
J. The President may call for an executive session if deemed necessary.
1) No proxy voting is permitted at an executive session.
2) Generally for discussion of legal and personnel issues; and
3) attendance is limited to Officers and Trustees.
K. Any Board of Trustees member in good standing may place a motion on the floor.
L. Monthly meetings shall be governed by Robert’s Rules of Order.
Section 4.4: SCA Special meetings of the Board of Trustees. Special meetings shall be held at such times and places as designated by the Board of Trustees and may be called by the President, or in the case of the President's absence or disability, the Vice President or a majority of the members of the Board of Trustees; and held only after a seven (7) day written notice to all Members of the corporation.
Section 4.5: Voting. Voting will be done by written ballot as prepared by the Nominating Committee. Each Member in good standing shall be entitled to one (1) vote. If an organization is a Member, the organization shall designate one (1) person who shall have the right to exercise the organization’s voting rights.
Section 4.6: Proxy Voting. Proxy voting shall be permitted if proper documentation as determined by the Board of Trustees and the Officers of the corporation has been submitted to the President and or designee in writing prior to the vote and must attend the meeting prior to said vote. Proxy voting for Officers and Trustees will be permitted only by Members in good standing.
ARTICLE 5: SCA BOARD OF TRUSTEES
Section 5.1: Authority.
A. All authority of the corporation shall be exercised by the Board of Trustees, the President and Vice President. The Trustees shall perform duties in good faith and in a manner which the Trustee believes is reasonably consistent with the interest of the corporation and with the care that an ordinarily prudent person in a like position would use under similar circumstances. Individual Trustees do not have any authority, it shall take a majority vote of the Officers and Trustees at a regular/and or special meeting to make decisions on behalf of the SCA.
B. A Trustee shall not be liable to the corporation for any damages for action of the Trustee as it affects the corporation unless it is established by clear and convincing evidence in a court with jurisdiction that the act or omission of the Trustee was undertaken with intent to cause injury to the corporation or was undertaken with a reckless disregard for the best interest of the corporation.
Section 5.2: Election and Term of Trustees. Officers consist of President, Vice President, Secretary and Treasurer who will each serve a two (2) year term. There will be a total of nine (9) Trustees serving three (3) year terms. Trustees shall be elected by a majority vote of the Members. The Trustees’ terms will expire in a three (3) year cycle with the election of three (3) Trustees each year. A vacancy occurring on the Board of Trustees may be filled by majority vote of the eligible voting Members. The SCA Board of Trustee member elected will complete the unexpired term of their predecessor.
A. SCA Board of Trustees members may serve no more than two (2) consecutive terms. SCA Board of Trustees members may be re-elected after a one (1) year interval.
B. In the event there is no qualified person or nominee for a specific office or position, a person may be elected to an additional term(s), with two-thirds (2/3rds) Membership approval.
C. The candidate receiving the highest number of votes will assume that position. In the event of a tie for any office of the SCA Board of Trustees, the Membership present shall cast a second ballot. In the event of a second tie, there will be a coin toss.
D. The Nominating Committee shall certify in writing to the President the results of the election to be affixed in the minutes of the meeting.
Section 5.3: Role of SCA Board of Trustees.
A. Approval of amendments to Articles of Incorporation and Code of Regulations and By-Laws.
B. Hiring and/or termination of staff.
C. *Approval of merger or consolidation with other corporations.
D. *Dissolution of SCA.
E. *Procurement of capital improvement or operating loans.
F. *Sale of and/or acquisition of SCA assets.
G. Approval of transactions involving Member(s) with a financial interest.
H. Termination of SCA Board of Trustees member, or reinstatement of a SCA Board of Trustees member pursuant to Article 3, Section 3.6, B., 3).
I. Power to grant an honorary nonvoting SCA Membership.
J. Seeking assistance or guidance from outside third-parties such as accountants or attorneys.
*This action requires a 75% approval of the Members of SCA.
Section 5.4: Legal and/or Ethical Responsibilities of SCA Board of Trustees Members.
A. Legally responsible for the governance and operations of SCA as a non-profit corporation.
B. Support SCA’s mission and vision.
C. Maintain the proper financial practices, sound policies, careful supervision and self-evaluation for the benefit of the community at large.
D. Ensure policies are relevant, visionary, and meet the needs of the community.
E. Support any decision of SCA upon vote of Members.
F. Participate in fundraisers, serve on Committees as necessary and contribute within one’s means.
G. Attend Board of Trustees meetings well prepared and notify President or Secretary in advance of absence.
H. Assist in recruiting new Members for the organization.
Section 6.1: President.
A. Serves as a member of the SCA Board of Trustees.
B. Calls and presides over monthly SCA Board of Trustees meetings.
C. May present information as part of the discussion and offer personal opinion without undue influences.
D. Votes only in the event of a tie.
E. Signs financial or legal documents with the approval of the SCA Board of Trustees.
F. Appoints Chairperson(s) of Committee(s) in consultation with the SCA Board of Trustees and serves Ex-Officio as a member of Committee(s). May attend Committee meetings.
G. Serves as a mediator in matters of personal or personnel disputes between or among SCA Members and employees.
H. Organizes the monthly agenda and gives it to the Secretary for distribution.
I. Appoints Members to Committees as necessary.
J. Attends appropriate meetings that relate to SCA concerns beyond regularly scheduled SCA Board of Trustees meetings. These acts are presented to the SCA Board of Trustees at the next meeting.
K. Co-signs completed and authorized checks with Treasurer or coordinator for all SCA transactions.
Section 6.2: Vice President.
A. Serves as a member of the SCA Board of Trustees.
B. Calls and presides over monthly SCA Board of Trustees meetings in absence of the President.
C. Performs 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. Works closely with the President to facilitate the orientation of new Officers and Trustees.
E. Performs other responsibilities as assigned by the President of the SCA Board of Trustees.
F. Serves as parliamentarian (following Robert’s Rules of Order) at meetings of SCA Board of Trustees and annual membership meeting.
Section 6.3: Secretary.
A. Serves as a member of SCA Board of Trustees.
B. Maintains all major documents and records of SCA to ensure the effective management, retention and protection of such documents.
C. Responsible for minutes of SCA Board of Trustees meetings, annual and special membership meetings and other applicable meetings.
D. Sufficiently familiar with major documents of the corporation, e.g.: Articles of Incorporation, this Code of Regulations and By-Laws, Board of Trustees policies and Board of Trustees resolutions.
E. Develops, manages and distributes written minutes of all SCA Board of Trustees meetings, annual and special Membership meetings and other applicable meetings.
F. Submits minutes for review and approval by SCA Board of Trustees.
G. Ensures collection of all Committee reports from Chairperson(s).
H. Sees that all official notices are duly given in accordance with this Code of Regulations and By-Laws or as required by law.
I. Keeps Membership records containing the names and addresses of all Members and SCA Board of Trustees members, Officers, Trustees, and employees.
J. Maintains records of any Member who has been terminated and records the fact together with the date of termination.
K. Exhibits to any SCA Board of Trustees member or to any person or agency authorized by law to inspect them, at all reasonable times and on demand, these Code of Regulations and By-Laws, the Articles of Incorporation, the Membership record, the minutes, and other relevant records of the corporation.
Section 6.4: Treasurer.
A. Serves as a member of SCA Board of Trustees.
B. Oversees the management of the finances of the corporation as approved and reviewed by SCA Board of Trustees.
C. Serves as Chairperson of the Financial Committee and is responsible for verbal and written monthly reports.
D. Assists SCA Board of Trustees, oversees fiscal matters of the corporation and ensures the development and review of financial policies and procedures.
E. May sign financial documents with other duly authorized Board of Trustees members, as follows:
1) All checks must be co-signed.
2) Checks from the SCA general account may be signed by:
· Treasurer
· SCA coordinator
· President
3) Checks from the senior levy account may be signed by:
· Hot meals coordinator
· President
· Treasurer and /or SCA coordinator
4) Note: No checks may be signed by endorsee. SCA coordinator salary check must be signed by President and Treasurer. Treasurer, SCA coordinator, and/or President must sign hot meals coordinator salary check.
F. Provides a monthly report for the SCA Board of Trustees’ approval.
G. Works with the SCA Coordinator and the SCA Financial Committee to provide an annual projected budget.
H. Ensures all State and Federal Tax Laws pertaining to non-profit organization employees are adhered to, including, but not limited to, Social Security, State Unemployment, Worker’s Compensation, and other payroll taxes as required by law and is responsible for timely filing of an annual IRS 990 report for non-profit corporations.
I. Receives and gives receipts for monies due and payable to SCA from any source and deposits all such monies in the name of SCA in such banks, trust companies, or depositories as shall be selected by the SCA Board of Trustees.
J. If so required by the SCA Board of Trustees, the Treasurer shall be bonded for the faithful discharge of the Treasurer’s duties in such sum and with such surety or sureties as the SCA Board of Trustees may deem appropriate.
Section 6.5: Trustee.
A. Serves as a member of the SCA Board of Trustees.
B. Acts as a liaison between the community and SCA.
C. Supports and promotes SCA’s vision and mission.
D. Actively and creatively involved in SCA fundraising, proposal writing and solicitations from the community.
E. Supports any decision of SCA once a motion or resolution is approved by majority.
F. Adheres to this Code of Regulations and By-laws.
G. Participates, prepares for and attends SCA Board of Trustees meetings.
Section 6.6: Salaries. No compensation shall be paid to any Officer, Trustee or Member of the SCA for their services except when traveling for SCA business. Travel expenses covered would include mileage, lodging and meals upon verified return of receipts and approval by the Trustees of the corporation in advance. The Officers and Trustees may hire and fix the compensation of any and all employees which they deem necessary for the conduct of the business of the SCA.
ARTICLE 7: Indemnification of Trustees, Officers and Members From Any Financial Loss
Section 7.1: Every Officer, Trustee, employee, agent, volunteer, or any other employee, independent contractor, or volunteer associated with the corporation serving at the request of the corporation shall be indemnified for his or her activities provided such individual has acted in good faith, in the best interest of the corporation, in accordance with the terms of his or her engagement with the corporation.
ARTICLE 8: COMMITTEES
All Committees shall include at least one (1) member of the SCA Board of Trustees.
Section 8.1: Nominating Committee. The Nominating Committee will prepare a slate of candidates for Officers and trustees from Membership in good standing.
A. Nominating Committee will consist of out-going Officers and/or Trustees not seeking re-election and others as approved by the SCA Board of Trustees.
B. The Nominating Committee will be comprised of no less than three (3) members.
C. Nominating Committee will be appointed sixty (60) days or two (2) meetings prior to scheduled annual meeting.
D. Nominating Committee will present slate of candidates in writing one (1) meeting prior to annual meeting.
E. Candidates will prepare in writing a brief biography of interests and abilities.
F. Additional nominations from the Membership may be made during period set forth above or at the time of the annual meeting.
Section 8.2: Finance Committee. Oversee development of the budget, ensure accurate tracking/monitoring/accountability for funds, ensure adequate financial controls, review major grants and determines sound financial policies and investments The Finance Committee may at its discretion seek financial guidance from outside parties.
A. Committee will be comprised of the President, Treasurer, and three (3) additional SCA Board of Trustees members and approved at the annual meeting.
B. President serves as ex-officio member with voting privileges.
C. Treasurer serves as the Chairperson.
D. After each Finance Committee Meeting, the Committee Chairperson will present a written report to the SCA Board of Trustees at the next scheduled Board of Trustees meeting.
E. The Finance Committee may at its discretion seek outside financial guidance.
F. The Committee will meet no less than twice a year.
Section 8.3: Development Committee. Establish and evaluate fundraising efforts of SCA. Oversee development and implementation of the fundraising plan, identify and solicit funds from external sources of support.
A. Committee established and approved at the annual meeting.
B. Committee will be comprised of at least one (1) SCA Board of Trustees member and no less than two (2) representatives from SCA general Membership.
C. Committee will select a Committee Chairperson.
D. After each development Committee Meeting, the Committee Chairperson will present a written report to the SCA Board of Trustees at the next scheduled Board of Trustees meeting.
E. The committee will meet no less than twice a year.
Section 8.4 Planning Committee. Develop and coordinate long-range planning.
A. Committee established and approved at the annual meeting.
B. Committee will be comprised of at least one (1) SCA Board of Trustees member and no less than two (2) representatives from SCA general Membership.
C. Committee will select a Committee Chairperson.
D. Develop and adopt a written strategic plan to achieve SCA’s mission that is updated as needed and prioritize goals and develop timelines for their accomplishment.
E. Solicit community evaluation of SCA’s programs and activities to determine community benefit.
F. Periodically review the mission and vision statements and modify them to reflect the changing needs of the community.
G. Identify critical issues facing SCA and set goals and measurable objectives that address these critical issues.
H. After each Planning Committee Meeting, the Committee Chairperson will present a written report to the SCA Board of Trustees at the next scheduled Board of Trustees meeting.
I. The committee will meet no less than twice a year.
Section 8.5: Public Relations Committee. Represent SCA to the community and enhance SCA’s image, including communications with the media.
A. Committee established and approved at the annual meeting.
B. Committee will be comprised of at least one (1) SCA Board of Trustees member and no less than two (2) representatives from SCA general Membership.
C. Committee will select a Committee Chairperson.
D. Establish SCA Membership recruitment strategy.
E. If possible, develop and distribute quarterly SCA newsletter
F. The committee will meet no less than twice a year
Section 8.6: Ad Hoc/Special Committees. The Officers of the corporation may form Special Committees (e.g.: Audit, Campaign, Nominations, Research, and By-Laws Committee). The terms of the Special Committee shall be at the discretion of the Board of Trustees and the duties shall be established and reviewed by the Board of Trustees. The Chairperson of the Special Committee shall be appointed by the Officers of the corporation and he/she shall be responsible for reporting all activities and finances of the Special Committee to the Board of Trustees at the regular meetings of the corporation. Meetings may be called as the Chairperson deems necessary. Attendance and topical minutes shall be recorded at each meeting.
ARTICLE 9: CONTRACTS
Section 9.1: The SCA Board of Trustees may, by resolution duly adopted, authorize any Officer or Officers, agent or agents of SCA, in addition to the Officers so authorized by this Code of Regulations and By-Laws, to enter into any contract or to execute and deliver any instrument in the name of and on behalf of SCA. 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 SCA demonstrates impartiality, integrity and a non-discriminatory judgment.
ARTICLE 10: GIFTS AND CONTRIBUTIONS
Section 10.1: The SCA Board of Trustees may:
A. Accept on behalf of SCA any contribution, gift, bequest, or accept real estate property by donation or bequest for the general and special charitable purposes of SCA, on such terms as the SCA Board of Trustees shall approve.
B. Hold such funds or property in the name of SCA or of such fiduciary agent as the SCA Board of Trustees may appoint.
C. Collect and receive income or proceeds from such funds or property, as they deem fiscally responsible and legally acceptable in accordance with SCA’s mission.
D. Contribute the principal or income from such donations to such benevolent and charitable purposes as the SCA Board of Trustees 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 after approval of such agreement by the SCA Board of Trustees.
Section 10.2: The SCA Board of Trustees may determine that an annual fund drive be held to ensure financial support of SCA.
ARTICLE 11: WAIVER OF NOTICE
Section 11.1: 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 Code of Regulations and By-Laws 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 12. AMENDMENTS
Section 12.1: This Code of Regulations and By-Laws may be amended, repealed, or restated upon written recommendation of the majority of the SCA Board of Trustees’ members and by the affirmative vote of a majority of a quorum present at a meeting duly called for the purpose in accordance with the Articles of Incorporation or these Code of Regulations and By-Laws. A copy of the proposed amendment shall be available for Members’ review at the meeting preceding the meeting at which the amendment will be considered.
ARTICLE 13: MISCONDUCT
Section 13.1: Misconduct. Any Member, Officer or Trustee that abuses hislher authority and is guilty of misconduct or disrespect toward any Member of the SCA or any member of the public may be removed as a Member of the SCA by a majority vote of the Membership present at the meeting providing that:
A. Complaints brought against the Member, Officer or Trustee is in writing,
B. Complaints must be on file with the Secretary no less than fourteen (14) days prior to vote being taken, and
C. A copy of the complaints shall be served to the accused Member, Officer or Trustee by certified mail at least ten (10) days prior to any vote being taken.
Section 13.2: Dismissal of Charges. Any charges which are filed against a Member shall be dropped after sixty (60) days providing no action has been taken.
This Amended and Restated Code of Regulations and By-Laws is approved by the SCA Board of Trustees on this _10th__ day of __June_______, 2013.
___________________________ __________________________
Dennis Rawson, President Arthur Lund, Vice President
____________________________ __________________________
Anita Hollis, Secretary Laurene Vess, Treasurer
Signed document is available for viewing at the Sanctuary Office, 304 Market St, Danville