Georgia Oral Health Coalition Bylaws
Name, Location, and Offices
1.1 Name. The name of the Corporation shall be GEORGIA ORAL HEALTH COALITION, INC.
1.2 Registered Office and Agent. The Corporation shall maintain a registered office in the State of Georgia and shall have a registered agent whose address is identical with the address of such registered office, in accordance with the Georgia Nonprofit Corporation Code.
1.3 Other Offices. The principal office of the Corporation shall be located at is 446 Cumberland Ave, Dallas, GA 30157, or at such other place or places, within or without the State of Georgia, as the Board of Directors of the Corporation may determine from time to time.
Purposes and Governing Instruments
2.1 Nonprofit Corporation. The Corporation shall be organized and operated as a nonprofit corporation of the Georgia Nonprofit Corporation Code.
2.2 Charitable and Educational Purposes. The Corporation is a voluntary association of individuals the purposes of which, as set forth in the Articles of Incorporation, are exclusively charitable and educational within the meaning of Section 501(c)(3) of the Internal Revenue Code of 1986, as amended. The purposes of the Corporation shall include, but shall not be limited to, the following:
The Corporation is a nonprofit corporation and is organized exclusively for charitable purposes, including:
(i) To promote access to care and improvement of oral health and, in turn, overall health and well-being in the State of Georgia;
(ii) To raise oral health awareness in Georgia and promote preventative care;
(iii) To foster communication about oral healthcare among oral healthcare providers and between public and private entities,
(iv) To actively engage individuals, families, and communities in managing their oral health;
(v) To make distributions to organizations designated as charitable, educational, or religious organizations under Section 501(c)(3) of the Internal Revenue Code of 1986, as amended;
(vi) To make distributions for other charitable purposes;
(vii) To receive and accept property, whether real, personal, or mixed, by way of gift, bequest, or devise, from any person, firm, trust or corporation, to be held, administered, and disposed of in accordance with and pursuant to the governing instruments of the Corporation, as the same may be amended from time to time;
(viii) To perform all other acts necessary or incidental to the above and to do whatever is deemed necessary, useful, advisable, or conducive, directly or indirectly, as determined by the Board of Directors in its discretion, to carry out any of the purposes of the Corporation, as set forth in these Articles of Incorporation, including the exercise of all other power and authority enjoyed by corporations generally by virtue of applicable provisions of Georgia law, including the Georgia Nonprofit Corporation Code (within and subject to the limitations of Section 501(c)(3) of the Internal Revenue Code.
The Corporation shall serve only such purposes and functions and shall engage only in such activities as are consistent with the purposes set forth in this Article and as are exclusively charitable or educational and which are entitled to charitable or educational status under Section 501(c)(3) of the Internal Revenue Code.
2.3 Governing Instruments. The Corporation shall be governed by its Articles of Incorporation and its bylaws.
All persons in Georgia interested in the advancing the oral health of Georgia’s citizens are welcome to join the corporation.
Board of Directors
3.1 Authority and Responsibility. The governing body of the Corporation shall be the Board of Directors (the “Board”). The Board shall have supervision, control, and direction of the management, affairs, and property of the Corporation; shall determine its policies or changes therein; and shall actively prosecute its purposes and objectives and supervise the disbursement of its funds. The Board may adopt, by majority vote, the business of the Corporation as the Board shall deem advisable, and may, in the execution of the powers granted, delegate certain of its authority and responsibility to an executive committee. Under no circumstances, however, shall the fundamental and basic purposes be amended or changed; and the Board shall not permit any part of the net earnings or capital to inure to the benefit of any member, Board member, officer, or other private person or individual.
The Board shall:
- consist of a minimum of 12 members: the executive director, the Chair, the Vice-Chair , the secretary, the treasurer, and remaining general members of the Board from stakeholders interested in the advancement of oral health in Georgia.. Stakeholders may come from public health, dentists, dental hygienists, medical providers, school nurses, educational institutions, students, advocates for aging, faith based organizations, special needs advocates, dental insurance providers, and other community members.
- be responsible for all the property, the financial affairs, appropriations and ordinary expenses of the GOHC with the approval of the majority of the Board.
- Cause all accounts to be audited by a reputable auditor at least once annually. An audit shall also be made if a new Treasurer becomes entrusted with the funds.
- Prepare and approve an itemized budget for conducting the GOHC activities for the coming year.
3.2 Initial and Regular Boards of Directors. The initial director of the Corporation shall be Michele Boyce (Present Chairperson). At the first meeting of the initial Board, the initial Board also shall elect officers to consist of the Executive Director, Chair, Vice-Chair, Treasurer, and Secretary of the Corporation, together with such other members of the Board or officers as may be elected by the initial director and shall determine the class of membership of each member of the Board, dues, and voting rights, as set forth below.
3.3 Classes of Directors, Manner of Election, and Term of Office. All members of the Board shall be of one class. The term of members of the Board shall be two (2) years for all members, except the Secretary and Treasurer with terms of three (3) years. Each year, the members of the Board shall be elected at an annual meeting of the Corporation. Each member shall continue in office for terms stipulated above or until his or her successor shall have been elected and shall have qualified (whichever last occurs) or until his or her earlier death, resignation, or removal. The Board is authorized to fix by resolution the exact number of Board members from time to time.
Composition: The Board shall be composed of 13 members: 10 of these members will have voting rights and three will serve as consultants including the executive director with no voting rights.
All voting members may designate in writing one proxy for a person to act as a representative in their absence. Only one proxy may be appointed per voting member.
Two members of The Board shall serve as consultants with no voting rights: Georgia Department of Community Health, Georgia Board of Dentistry. Student members will also not have voting rights.
3.4 Voting and Quorum. Voting is limited to members of The Board. A two-thirds vote for all policy issues shall be required and a majority vote shall suffice for all other issues. Members equal to two- thirds or a simple majority vote shall constitute a quorum for the transactions of business. No person may have more than one vote whether voting in an individual or representative capacity (except an individual may cast a vote in their individual official capacity and exercise a proxy which they properly hold on behalf of a Group). A member may not vote in any situation in which the member has a conflict of interest.
3.4 Removal. Any Board member may be removed either for or without cause at any special, regular, or annual meeting of the Board by the affirmative vote of a majority of the Board members then in office. A removed Board member’s successor may be elected at the same meeting the serve the unexpired term.
3.5 Vacancies. Any vacancy in the Board arising at any time and from any cause, including the authorization of any increase in the number of Board members, may be filled for the unexpired term at any meeting of the Board by a majority of the Board members then in office. Each Board member so elected shall hold office until the election at the annual meeting of the Board and the qualification of his or her successor.
3.6 Committees of the Board of Directors. By resolution adopted by a majority of the Board, the Board may designate from among its members one or more executive committees, each consisting of two (2) or more Board members, which number shall always include the Chair or Vice-Chair of the Corporation. By resolution adopted by a majority of the Board present at a meeting at which a quorum is present, the Board may designate from among its members one or more other committees, each consisting of two (2) or more Board members. Except as prohibited by law, each committee shall have the authority set forth in the resolution establishing said committee.
3.7 Compensation. No voting Board member of the Corporation shall receive, directly or indirectly, any salary, compensation or emolument therefrom as such unless authorized by the concurring vote of two-thirds (2/3) of the Board or, notwithstanding any quorum requirements of these bylaws, by the concurring vote of all the disinterested Board members.
Meetings of the Board of Directors
4.1 Annual Meeting; Notice. The annual meeting of the Board shall be held within ninety (90) days after the end of each fiscal year of the Corporation on such day and such time as the Board shall designate. Unless waived as contemplated in Section 5.2, notice of the time and place of such annual meeting shall be given by the Secretary either personally, by certified mail, return receipt requested, by facsimile, electronic means, or by statutory overnight delivery not less than ten (10) nor more than fifty (50) days before such meeting.
4.2 Regular Meetings; Notice. Regular meetings of the Board shall be held from time to time between annual meetings at such times and at such places as the Board may prescribe. Notice of the time and place of each such regular meeting shall be given by the Secretary either personally, by certified mail, return receipt requested, by facsimile, electronic means, or by statutory overnight delivery not less than seven (7) nor more than thirty (30) days before such regular meeting.
4.3 Special Meetings; Notice. Special meetings of the Board may be called by or at the request of the Chair or by any two (2) of the Board members in office at that time. Notice of the time, place, and purpose of any special meeting of the Board shall be given by the Secretary either personally, by certified mail, return receipt requested, by facsimile, electronic means, or by statutory overnight delivery not less than twenty-four (24) hours before such meeting.
4.4 Waiver. Attendance by a Board member at a meeting shall constitute waiver of notice of such meeting, except where a Board member attends a meeting for the express purpose of objecting to the transaction of business because the meeting is not lawfully called.
4.5 Quorum. At meetings of the Board, the presence of a majority of the Board then in office shall be necessary to constitute a quorum for the transaction of business.
4.6 Vote Required for Action. Except as otherwise provided in these bylaws or by law, the act of a majority of the Board present at a meeting at which a quorum is present at the time shall be the act of the Board.
4.7 Action by Directors without a Meeting. Any action required or permitted to be taken at a meeting of the Board may be taken without a meeting if (a) a consent in writing, setting forth the action so taken is signed by a Board a member holding the minimum number of votes necessary to authorize or take the action at a meeting at which all Board members entitled to vote were present and voted and (b) the action is taken by a Board member entitled to vote at a duly called meeting. Such consent shall have the same force and effect as a unanimous vote at a meeting duly called. The signed consent action, or a copy thereof, shall be placed in the Corporation’s minute book.
4.8 Telephone and Similar Meetings. Board members may participate in and hold a meeting by means of conference telephone, video conference, or similar communication methods by means of which all persons participating in the meeting can hear each other. Participation in such a meeting shall constitute presence in person at the meeting, except where a person participates in the meeting for the purpose of objecting to the transaction of any business on the grounds the meeting is not lawfully called or convened.
4.9 Adjournments. A meeting of the Board, whether or not a quorum is present, may be adjourned by a majority of the Board members present to reconvene at a specific time and place. It shall not be necessary to give notice of the reconvened meeting or of the business to be transacted, other than by announcement at a meeting that was adjourned. At any such reconvened meeting at which a quorum is present, any business may be transacted that could have been transacted at the meeting that was adjourned.
Notice and Waiver
5.1 Procedure. Whenever these bylaws require notice to be given to any Board member, the notice shall be given as prescribed in Article IV, and the notice shall be deemed to have been given at the time the notice is actually received by the receiving party.
5.2 Waiver. Whenever notice is required to be given to any Board member by law, by the Articles of Incorporation, or by these bylaws, a waiver thereof in writing signed by the Board entitled to such notice, whether before or after the meeting to which the waiver pertains, shall be deemed equivalent thereto.
Board of Advisors
6.1 Appointment. The Board may appoint such persons as it reasonably deems necessary or desirable to act as the Board of Advisors of the Corporation. To the extent possible, the Board of Advisors should consist of representatives of the business community. The number of persons appointed to constitute the Board of Advisors shall be determined in the sole discretion of the Board.
6.2 Purpose. It shall be the function and purpose of the Board of Advisors to advise the Board on matters relating to the business and affairs of the Corporation, and to suggest or be available for consultation with regard to projects or activities which the Corporation may undertake, consistent with its exempt purposes, in furtherance of its goals and objectives.
7.1 Number and Qualification. The officers of the Corporation shall consist of a Chair, vice-Chair, a secretary, and a treasurer. The Board of Directors shall from time to time create and establish the duties of such other officers or assistant officers as it deems reasonable or necessary for the efficient management of the Corporation, but the Corporation shall not be required to have at any time any officers other than an executive director, a Chair, vice-Chair, a secretary and a treasurer. Any two (2) or more offices may be held by the same person.
7.2 Election and Term of Office. The officers of the Corporation shall be elected by the members of the Corporation. The Chair and Vice-Chair shall serve for a term of two (2) years, the Secretary and Treasurer shall serve for a term of three (3) years until their successors have been elected and qualified, or until their earlier death, resignation, removal, retirement, or disqualification. No elected officer may serve in the same elected capacity for more than three consecutive terms.
7.3 Other Agents. The Board may appoint from time to time such agents as it may deem necessary or desirable, each of whom shall hold office during the pleasure of the Board, and shall have such authority and perform such duties and shall receive such reasonable compensation, if any, as the Board may from time to time determine.
7.4 Removal. Any officer or agent elected or appointed by the Board may be removed by the Board whenever in its judgment the best interests of the Corporation will be served thereby. However, any such removal shall be without prejudice to the contract rights, if any, of the officer or agent so removed.
7.5 Vacancies. A vacancy in any office arising at any time and from any cause may be filled for the unexpired term at any meeting of the Board.
7.6 Executive Director. The Executive Director is employed by, and directly responsible to, the Board of the Corporation. Unless otherwise determined by the Board, the Executive Director shall preside at all meetings of the Board. The Executive Director shall be authorized to sign checks, drafts, and other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the Corporation, and statements and reports required to be filed with the state or federal officials or agencies; and the Executive Director shall be authorized to enter into any contract or agreement and to execute in the corporate name, along with the Board, any instrument or other writing; and the Executive Director shall see that all orders and resolutions of the Board are carried into effect. The Executive Director shall have the right to supervise and direct the management and operation of the Corporation and to make all decisions as to policy and otherwise which may arise between meetings of the Board, and the other officers and employees of the Corporation shall be under the Executive Director’s supervision and control during such interim and powers as the Board may from time to time prescribe.
- Current records of the Corporation
- Current roster of members of the Corporation with contact information
- Membership application forms
- Up-to-date Regional and Committee rosters with contact information
- A record of award recipients
- An up-to-date copy of the By-Laws of GOHC
- Preparation mailing of dues notices to all paid members.
- Maintaining a current property inventory
- Responsible to Chair for
- Sending out notices and the agenda for meetings to members of the Board, as well as to others invited by the Chair
- Sending out correspondence as directed by the Chair
- Performing assignments as directed by the Chair
- Responsible for GOHC calendar
- Responsible for training Regional Chairs, Committee Chairs, New Members, and Advocates as appropriate
- Provide services to members
- Oversee corporate sponsorship
- Responsible for the Georgia Oral Health Coalition Web Site
- Planning what material should be posted
- Obtaining pictures, videos and other media as needed
- Preparing copy
- Assist in planning the layout
7.6.1 Chair: The Chair is the official spokesman and principle executive officer for the Corporation.
The Chair shall:
- Serve as an officer of GOHC and carry out responsibilities outlined in the Board member job description
- Must be a current active GOHC member in good standing, for a period of one year prior to election
- Serve as the presiding officer of the Board
- Be an ex-officio member of all committees
- Serve as Chairperson of the planning retreat
The duties of the Chair shall be those usually implied by the office, although the Chair may delegate tasks as he/she sees fit to the Executive Director.
The Chair’s responsibility is to:
- Give direction, provide leadership, and facilitate the functioning of the Corporation
- Appoint chairpersons of standing committees with the approval of the Board of Directors
- Appoint special committees as deemed necessary to carry on the work of the Corporation
- Appoint a parliamentarian for his/her term of office, as needed
- Assist Executive Director with corporate sponsorships
- Mentor the Chair-Elect, inclusive of involvement in committee functions
- Conduct Correspondence for the Corporation, in accordance with Corporation Policy
7.7 Vice-Chair. The Vice-Chair shall, in the absence or disability of the Chair, perform the duties and have the authority and exercise the powers of the Chair. The Vice-Chair shall perform such other duties and have such other authority and powers as the Board may from time to time prescribe or as the Chair may from time to time delegate.
7.8 Corporate Secretary.
(a) The Corporate Secretary shall attend all meetings of the Board and record all votes, actions and the minutes of all proceedings in a book to be kept for that purpose and shall perform like duties for the executive and other committees when require.
(b) The Corporate Secretary shall give, or cause to be given, notice of all meetings of the Board.
(c) The Corporate Secretary shall keep in safe custody the seal of the Corporation and, when authorized by the Board or the Chair, affix it to any instrument requiring it. When so affixed, it shall be attested by the Secretary’s signature or by the signature of the Treasurer or an assistant secretary.
(d) The Corporate Secretary shall be under the supervision of the Chair and executive director. The Secretary shall perform such other duties and have such other authority and powers as the Board may from time to time prescribe or as the Chair may from time to time delegate.
7.9 Assistant Secretary. The Board may elect assistant secretaries, in the order of their seniority unless otherwise determined by the Chair or by the Board, who shall, in the absence or disability of the Secretary, perform the duties and have the authority and exercise the powers of the Secretary. They shall perform such other duties and have such other powers as the Board may from time to time prescribe or as the Chair may from time to time delegate.
(a) The Treasurer shall have the custody of the corporate funds and securities and shall keep full and accurate accounts of receipts and disbursements of the Corporation and shall deposit all monies and other valuables in the name and to the credit of the Corporation into depositories designed by the Board.
(b) The Treasurer shall disburse the funds of the Corporation as ordered by the Board, and prepare financial statements each month or at such other intervals as the Board shall direct.
(c) If required by the Board, the Treasurer shall give the Corporation a bond (in such form, in such sum, and with such surety or sureties as shall be satisfactory to the Board) for the faithful performance of the duties of the treasurer’s office and for the restoration to the Corporation, in case of the Treasurer’s death, resignation, retirement, or removal from office, of all books, papers, vouchers, money and other property of whatever kind in the Treasurer’s possession or under the Treasurer’s control belonging to the Corporation.
(d) The Treasurer shall perform such other duties and have such other authority and powers as the Board may from time to time prescribe or as the Chair may from time to time delegate.
7.11 Assistant Treasurer. The Board may elect assistant treasurers in the order of their seniority, unless otherwise determined by the Chair or by the Board, who shall, in the absence or disability of the Treasurer, perform the duties and have the authority and exercise the powers of the Treasurer. They shall perform such other duties and have such other powers as the Board may from time to time prescribe or as the Chair may from time to time delegate.
Committees of Directors
8.1 Executive Committees. By resolution adopted by a majority of the Board members in office, the Board may designate from among its members one or more executive committees, each of which shall consist of two (2) or more Board members, including the Chair or the Vice-Chair of the Corporation, which executive committees, to exercise the authority of the Board in the management of the affairs of the Corporation; but the designation of such executive committees and the delegation thereto of authority shall not operate to relieve the Board, or any individual Board member, of any responsibility imposed upon it or him/her by law.
8.2 Other Committees of Directors. Other committees, each consisting of two (2) or more Board members, not having and exercising the authority of the Board in the management of the Corporation may be designated by a resolution adopted by a majority of the Board present at a meeting at which a quorum is present, except as otherwise provided in such resolution, members of each such committee shall be appointed by the Chair of the Corporation. Any member of any committee may be removed by the person or persons authorized to appoint such member whenever in their judgment the best interests of the Corporation shall be served by such removal.
8.3 Advisory and Other Committees. The Board may provide for such other committees, including committees, advisory groups, boards of governors, etc., consisting in whole or in part of persons who are not Board members of the Corporation, as it deems necessary or desirable, and discontinue any such committee at its pleasure. It shall be the function and purpose of each such committee to advise the Board; and each committee shall have such powers and perform such specific duties of the Corporation or these bylaws, as may be prescribed for it by the Board. Appointments to and the filling of vacancies on any such other committees shall be reported to the Board at its next meeting next succeeding such action and shall be subject to control, revision, and alternation by the Board, provided that no rights of third persons shall be prejudicially affected thereby. See Article VI (“Board of Advisors”).
8.4 Term of Appointment. Each member of a committee shall continue as such until the next annual meeting of the Board and until that member’s successor is appointed, unless the committee shall be sooner terminated, or unless such member shall be removed from such committee, or unless such member shall cease to qualify as a member thereof.
8.5 Chairman. One member of each committee shall be appointed chairman thereof.
8.6 Vacancies. Vacancies in the membership of any committee may be filled by appointments made in the same manner as provided in the case of the original appointments.
8.7 Quorum. Unless otherwise provided in the resolution of the Board designating a committee, a majority of the whole committee shall constitute a quorum; and the act of a majority of members present at a meeting at which a quorum is present shall be the act of the committee.
8.8 Rules. Each committee may adopt rules for its own government, so long as such rules are not inconsistent with these bylaws or with rules adopted by the Board.
Contracts, Checks, Deposits and Funds
9.1 Contracts. The Board may authorize any officer or officers, agent or agents of the Corporation, in addition to the officers so authorized by these bylaws, to enter into any contract or execute and deliver any instrument in the name and on behalf of the Corporation. Such authority must be in writing and may be general or confirmed to specific instances.
9.2 Checks, Drafts, Notes, Etc. All checks, drafts or other orders for the payment of money, notes or other evidence of indebtedness issued in the name of the Corporation shall be signed by such officer or officers, agent or agents of the Corporation and in such other manner as may from time to time be determined by resolution of the Board. In the absence of such determination by the Board, such instruments shall be signed by the Treasurer or an assistant treasurer and countersigned by the Chair or the Vice-Chair of the Corporation.
9.3 Deposits. 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 may select.
9.4 Gifts. The Board 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.
Indemnification and Insurance
10.1 Indemnification. In the event that any person who was or is a party to or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, seeks indemnification from the Corporation against expenses, including attorneys’ fees (and in the case of actions other than those by or in the right of the Corporation, judgments, fines and amounts paid in the settlement), actually and reasonably incurred by him/her in connection with such action, suit, or proceeding by reason of the fact that such person is or was a Board member, officer, employee, trustee, or agent of another corporation, domestic or foreign, non-profit or for profit, partnership, joint venture, trust, or other enterprise, then, unless such indemnification is ordered by a court, the Corporation shall determine, or cause to be determined, in the manner provided under Georgia law whether or not indemnification is proper under the circumstances because the person claiming such indemnification has met the applicable standards of conduct set forth in Georgia law; and, to the extent it is so determined that such indemnification is proper, the person claiming such indemnification shall be indemnified to the fullest extent now or hereafter permitted by Georgia law.
10.2 Indemnification Not Exclusive of Other Rights. The indemnification provided in Section 10.1 above shall not be deemed exclusive of any other rights to which those seeking indemnification may be entitled under the Articles of Incorporation or bylaws, or otherwise, both as to action in his/her official capacity and as to action in another capacity while holding such office, and officer, employee, trustee or agent, and shall inure to the benefit of their heirs, executors, and administrators of such a person.
10.3 Insurance. To the extent permitted by Georgia law, the Corporation may purchase and maintain insurance on behalf of any person who is or was a Board member, officer, employee, trustee, or agent of the Corporation, or is or was serving at the request of the Corporation as a Board member, officer, employee, trustee or agent of another Corporation, domestic or foreign, non-profit or for profit, partnership, joint venture, trust or other enterprise.
Conflict of Interest and Compensation Policies
11.1 Purpose of Conflict of Interest Policy. The purpose of this conflict of interest policy is to protect this tax-exempt corporation’s interest when it is contemplating entering into a transaction or arrangement that might benefit the private interest of an office or Board member of the Corporation or any “disqualified person” as defined in Section 4958(f)(1) of the Internal Revenue Code and as amplified by Section 53.4958-3 of the IRS Regulations and which might result in a possible “excess benefit transaction” as defined in Section 4958(c)(1)A) of the Internal Revenue Code and as amplified by Section 53.4958 of the IRS Regulations. 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.
(a) Interested Person. Any Board member, principal officer, member of a committee with the Board delegating powers, and any other person who is a “disqualified person” as defined in Section 4958(f)(1) of the Internal Revenue Code and as amplified by Section 53.4958-3 of the IRS Regulations, who has a direct or indirect financial interest, as defined below, is an interested person.
(b) Financial Interest. A person has 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 Corporation has a transaction or arrangement;
(2) A compensation arrangement with the Corporation or with any entity or individual with which the Corporation 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 Corporation 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 financial interest may have a conflict of interest only if the Board or an appropriate committee decides that a conflict of interest exists.
11.3 Conflict of Interest Avoidance Procedures
(a) 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 Board members and members of committees with the Board delegated powers considering the proposed transaction or arrangement.
(b) 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 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.
(c) Procedures for Addressing the Conflict of Interest. An interested person may make a presentation at the 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. The chairperson of the Board or committee shall, if appropriate, appoint a disinterested person or committee to investigate alternatives to the proposed transaction or arrangement. After exercising due diligence, the Board or committee shall determine whether the Corporation 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. If a more advantageous transaction arrangement is not reasonably possible under circumstances not producing a conflict of interest, the Board or committee shall determine by a majority vote of the disinterested Board members or committee members whether the transaction or arrangement is in the Corporation’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.
(d) Violations of the Conflicts of Interest Policy. If the 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. If, after hearing the member’s response and after making further investigation as warranted by the circumstances, the 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.
11.4 Records of Board and Board Committee Proceedings. The minutes of meetings of the Board and all committees with Board delegated powers shall contain:
(a) 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 Board’s or committee’s decision as to whether a conflict of interest in fact existed.
(b) 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 take in connection with the proceedings.
11.5 Compensation Approval Policies. A voting member of the Board who receives compensation, directly or indirectly, from the Corporation for services is precluded from voting on matters pertaining to that member’s compensation. A voting member of any committee whose jurisdiction includes compensation matters and who receives compensation, directly or indirectly, from the Corporation for service is precluded from voting on matters pertaining to that member’s compensation. No voting member of the Board or any committee whose jurisdiction includes compensation matters and who receives compensation, directly or indirectly, from the Corporation, either individually or collectively, is prohibited from providing information to the committee regarding compensation. When approving compensation for Board members, officers, employees, contractors, and any other compensation contract or arrangement, in addition to complying with the conflict of interest requirements and policies contained in the preceding and following sections of this article as well as the preceding paragraphs of the Board shall also comply with the following additional requirements and procedures:
(a) The terms of compensation shall be approved by the Board or compensation committee prior to the first payment of compensation;
(b) All members of the Board or compensation committee who approve compensation arrangements must not have a conflict of interest with respect to the compensation arrangement as specified in IRS Regulation Section 53.4989-6(c)(iii), which generally requires that each Board member or committee member approving a compensation arrangement between this organization and a “disqualified person” (as defined in Section 4958(f)(1) of the Internal Revenue Code and as amplified by Section 53.4958-3 of the IRS Regulations):
(1) is not the person who is the subject of the compensation arrangement, or a family member of such person;
(2) is not in an employment relationship subject to the direction or control of the person who is the compensation arrangement;
(3) does not receive compensation or other payments subject to approval by the person who is the subject of the compensation arrangement;
(4) has no material financial interest affected by the compensation arrangement; and
(5) does not approve a transaction providing economic benefits to the person who is the subject of the compensation arrangement, who in turn has approved or will approve a transaction providing benefits to the Board or committee member.
(c) the Board or compensation committee shall obtain and rely upon the appropriate data as to comparability prior to approving the terms of compensation. Appropriate data may include the following:
(1) compensation taxable and levels paid by similarly situated organizations, both tax-exempt, for functionally comparable positions. “Similarly situated” organizations are those of a similar size, purpose, and with similar resources;
(2) the availability of similar services in the geographic area of this organization;
(3) current compensation surveys compiled by independent firms; and
(4) actual written offers from similar institutions competing for the services of the person who is the subject of the compensation arrangement.
As allowed by Treasury Regulation Section 1.4958-6, if this organization has average annual gross receipts (including contributions) for its three prior tax years of less than $1 million, the Board or compensation committee will have obtained and relied upon appropriate data as to comparability if it obtains and relies upon data on compensation paid by three comparable organizations in the same or similar communities for similar services.
(d) the terms of compensation and the basis for approving them shall be recorded in written minutes of the meeting of the Board or compensation committee that approved the compensation. Such documentation shall include:
(1) the terms of the compensation arrangement and the date it was approved;
(2) the members of the Board or compensation committee who were present during debate on the transaction, those who voted on it, and the votes cast by each Board or committee member;
(3) the comparability date obtained and relied upon and how the data was obtained;
(4) if the Board or compensation committee determines that reasonable compensation for a specific position in this organization or for providing services under any other compensation arrangement with this organization is higher or lower than the range of comparability data obtained, the Board or committee shall record in the minutes of the meeting the basis for its determination;
(5) if the Board or committee makes adjustments to comparability data due to geographic area or other specific conditions, these adjustments and the reasons for them shall be recorded in the minutes of the Board of committee meeting;
(6) any actions taken with respect to determining if a Board or committee member had a conflict of interest with respect to the compensation arrangement, and if so, actions taken to make sure the member with the conflict of interest did not affect or participate in the approval of the transaction (for example, a notation in the records that after a finding conflict of interest by a member, the member with the conflict of interest was asked to, and did, leave the meeting prior to a discussion of the compensation arrangement and a taking of the votes to approve the arrangement); and
(7) the minutes of the Board or committee meetings at which compensation arrangements are approved must be prepared before the later date of the next Board or committee meeting or 60 days after the final actions of the Board or committee are taken with respect to the approval of the compensation arrangements. The minutes must be reviewed and approved by the Board and committee as reasonable, accurate, and complete within a reasonable period thereafter, normally prior to or at the next Board or committee meeting following final action on the arrangement by the Board or committee.
11.6 Annual Statements. Each Board member, principal officer, and member of a committee with Board-delegated powers shall annually sign a statement which affirms such person:
(a) has received a copy of the conflicts of interest policy;
(b) has read and understands the policy;
(c) has agreed to comply with the policy; and
(d) understands the Corporation is a tax-exempt organization within the meaning of section 501(c)(3) 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.
11.7 Periodic Reviews. To ensure the Corporation 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 review shall, at a minimum, include the following subjects:
(a) whether compensation arrangements and benefits are reasonable, based on competent survey information, and the result of arms’-length bargaining; and
(b) whether partnerships, joint ventures, and arrangements with management organizations conform to the Corporation’s written policies, are properly recorded, 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.
11.8 Use of Outside Expert. When conducting the periodic reviews as provided for in Section 11.7, the Corporation 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.
12.1 Books and Records. The Corporation shall keep correct and complete books and records of account and shall also keep minutes of the proceedings of its Board and committees having any of the authority of the Board.
12.2 Corporate Seal. The corporate seal (of which there may be one or more exemplars) shall be in such form as the Board may from time to time determine.
12.3 Fiscal Year. The Board is authorized to fix the fiscal year of the Corporation and to change the same from time to time as it deems appropriate.
12.4 Internal Revenue Code. All references in these bylaws to sections of the Internal Revenue Code shall be considered references to the Internal Revenue Code of 1986, as from time to time amended, to the corresponding provisions of any applicable future United States Internal Revenue Law, and to all regulations issued under such sections and provisions.
12.5 Construction. Whenever the context so requires, the masculine shall include the feminine and neuter, and the singular shall include the plural, and conversely. If any portion of these bylaws shall be invalid or inoperative, then, so far as is reasonable and possible:
(a) The remainder of these bylaws shall be considered valid and operative; and
(b) Effect shall be given to the intent manifested by the portion held invalid or inoperative.
12.6 Headings. The headings used herein are for organization, convenience, and clarity. In interpreting these bylaws, they shall be subordinated in importance to the other written material.
12.7 Relation to Articles of Incorporation. These bylaws are subject to, and governed by, the Articles of Incorporation.
13.1 Power to Amend Bylaws. The Board shall have the power to alter, amend or repeal these bylaws or adopt new bylaws.
13.2 Conditions. Action by the Board with respect to bylaws shall be taken only by unanimous vote of the Board.
14.1 Periodic Meetings. The Board, Board of Advisors, officers of the Corporation, and interested members of the community shall meet from time to time at times and places of each such meeting, time and place shall be given to the board, advisors, officers of the Corporation, and to those individuals who have caused their names to be placed on the Corporation’s mailing list. The mailing list shall be kept by Secretary. The date of the meeting may be changed by the Chair or any two (2) members of the Board, provided notice is given of such change at least two (2) days before the regularly scheduled date of such meeting.
15.1 Tax-Exempt Status. The affairs of the Corporation at all times shall be conducted in such a manner as to assure its status as a “publicly supported” organization as defined in Sections 509(a)(1), 509(a)(2), or 509(a)(3) of the Internal Revenue Code, and so in other ways to qualify for exemption from tax pursuant to Section 501(c)(3) of the Internal Revenue Code.