NAME
The name of this
Corporation shall be His Branches, Inc.
ARTICLE II
MISSION
His Branches, Inc. is a
501(c)(3) nonprofit organization dedicated to the promotion and delivery of
ministry and service that bears witness to the transforming power of Jesus
Christ and provides tangible solutions to the pervasive issues of social
injustice and physical spiritual and social poverty in the Greater Rochester
community and beyond.
In the furtherance of its corporate
purposes, the Corporation shall have all general powers enumerated in Section
202 of the Not-for-Profit Corporation Law, or any Successor Law thereto,
together with the power to solicit grants and contributions for corporate
purposes. Notwithstanding any other provisions of the
Articles of Incorporation, the corporation shall not carry on any other
activities not permitted to be carried on (a) by a corporation 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 corporation, contributions to 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).
ARTICLE III
MEMBERSHIP & POLITICAL
ACTIVITIES
This Corporation, His Branches, Inc.,
is a Type B corporation under Section 201 of the Not-for-Profit Corporation Law
with no members. No substantial part of
the activities of the Corporation shall be carrying on propaganda or otherwise
attempting to influence legislation (except as otherwise provided by Section
501(h) of the Code), or participating in or intervening in (including the
publication or distribution of statements), any political campaign on behalf of
any candidate for public office.
ARTICLE IV
Section 1. Power of Board: The
Corporation shall be governed by its Board of Directors.
Section 2. Governance
Strategy: The Board of Directors
shall be guided by the Board Governance Policy and any amendments thereof.
Section 3. Qualification of Directors: Each Director shall be at least
twenty-two years of age. Each Director shall profess a profound personal belief
in Jesus Christ as Savior and Lord.
Each Director shall have and maintain a positive personal relationship
with Jesus Christ, as evidenced by testimony and conduct, and live in harmony
with and formally affirm the His Branches, Inc. Statement of Faith.
Section
4. Number & Term
of Office:
(a) The number of Directors shall be determined
by vote of a majority of the entire Board of Directors. The board will consist of nine (9) to
fifteen (15) members. As used in this
ARTICLE, ‘entire Board of Directors’ means the total number of Directors
entitled to vote.
(b) Directors shall be elected by a majority of
the votes cast at any meeting of the Board of Directors, provided that
not-less-than a quorum of members is present at the meeting.
(c) The Board of Directors shall be divided into
three nearly equal classes with staggered terms. One class shall complete its term of office each year. Board members shall be permitted to serve
three consecutive three-year terms, and then shall be required to rotate off
the Board for a one-year period before their re-nomination shall be considered.
(d) Each member of the Board of Directors shall
have one vote. Voting by proxy will be
allowed on a pre-arranged and pre-approved basis (See Section 7(c)). A majority vote shall be needed to affect
action, except as otherwise provided in these By‑Laws.
Section 5. Organization: At each meeting of the Board of
Directors, the President, or, in his/her absence, the Vice‑President
shall preside. In the absence of all
such officers, a President chosen by a majority of the voting Directors present
shall preside. The Secretary shall keep
minutes of the meeting of the Board of Directors. In the event the Secretary shall be absent from any meeting of
the Board of Directors, the meeting body shall select an acting Secretary. ‘Robert’s Rules of Order’ in its latest
edition shall be the rule of procedure for all meetings, unless the Board of
Directors chooses by a majority vote to depart from it.
Section
6. Resignation,
Removal and Vacancies of Directors:
(a) Any Director of the Corporation may resign
at any time by giving written notice to the Executive Director, or to the
Secretary. Such resignation shall take
effect at the time specified therein, or, if no time be specified, then upon
delivery.
(b) Any Director may be removed, with or
without cause, by a majority vote of the Directors then in office, provided
there is a Quorum of not less than a simple majority of the entire Board of
Directors present at the meeting of Directors at which such action is
taken. The vote of the Director in
question shall count.
(c) Directors serve on the Board with the
understanding that failure to attend or participate in three consecutive
regular Board meetings shall constitute designation as inactive and an intent
of resignation. Board members who
become inactive may be notified by letter from the Executive Committee of the
Board’s intention to remove them from the board.
(d) Vacancies
occurring before the completion of a term, may be filled by a majority vote of
the Directors then in office, regardless of their number. The vacancy shall be filled for the
un-expired term only.
Section
7. Action by the
Board of Directors:
(a) Any corporate action to be taken by the
Board of Directors means action at a
meeting of the Board. Except as
otherwise provided by law or these by‑laws, the vote of a majority of the
Directors present at the time of the vote, if a quorum is present at that time,
shall be the act of the Board of Directors.
(b) A Director is considered ‘present’ when
immediate two-way communication exists between that Director and other
Directors. This may be by physical
proximity, telephone, facsimile, computer modem, or a combination of communication
devices. A meeting may take place and a
quorum may exist when the requisite number or percentage of Directors are in
immediate communication with each other.
The location of the meeting shall be the physical place of: the
majority, the largest plurality, the Executive Director, the Secretary or as
determined by the Board or Committee of the meeting.
(c) In accordance with the provisions of
the Not‑for‑Profit Corporation Law of the State of New York, any
action required or permitted to be taken by the Board of Directors or any committee
thereof may be taken without a meeting if all members of the Board or the
committee consent in writing to the adoption of a resolution authorizing the
action. The resolution and the written
consent(s) thereto by the member(s) of the Board or committee shall be filed
with the minutes of the proceedings of the Board or committee.
(d) Every
member entitled to vote at a meeting of members or to express consent or
dissent without a meeting may authorize another person or persons to act for
him/her by proxy. The member or his
attorney-in-fact must sign each proxy.
No proxy shall be valid after the expiration of six months from the date
thereof unless otherwise provided in the proxy. Every proxy shall be revocable at the pleasure of the member
executing it, except as otherwise provided by law.
Section 8.
Meetings of the
Board:
(a) Meeting is defined as an assembly of
persons in immediate two-way communication with one another. Notice of a meeting is required to arrange
one’s schedule and travel to the meeting place at the appointed time. The most fully communicative meeting is an
assembly of those in immediate physical proximity. Board meetings shall be scheduled toward this end. The times and places of meetings as fixed by
resolution, may be changed, and notice thereof made by telephone or facsimile
to all Board members concerned, in reasonable time to permit the participation
of each Director.
(b) Notice of a meeting need not be given
to any Director who submits a signed waiver of notice whether before or after
the meeting, or, who attends or participates in the meeting without protesting,
prior thereto or at its commencement, the lack of notice to him or to her.
(c) Protest(s) shall be decided by the
Board.
Section 9. Quorum:
(a) A majority of the entire Board of
Directors shall constitute a quorum for the transaction of business.
(b) A majority of the Directors present, whether
or not a quorum is present, may adjourn any meeting to another time and place
without approval by any non-present Director.
Section
10. Place of Meeting: The Board of Directors may hold its
meetings at any place or places within or without the State of New York as the
Board of Directors may from time to time and by resolution determine. (Refer
also to Section 7 of this Article)
Section
11. Regular Meetings: Regular meetings of the Board of
Directors shall be held at least three times per year for the conduct of normal
business. The schedule for all meetings
will be worked out by the Board and made available well in advance of scheduled
meetings.
Section
12. Annual Meeting: The Annual Meeting is the regular meeting
of the Board of Directors held during the last month of the fiscal year (June)
or at such other time each year as may be fixed by resolution of the Board of
Directors for the purposes of electing officers, and transacting such other
business as may properly come before the meeting.
Section
13. Special Meetings: Special meetings of the Board of
Directors shall be held whenever called by the President of the Board, or by
any five of the Directors, or by a majority of the Directors then in office, if
that majority be less than five. Notice
shall be given to all Directors verbally, or by facsimile, or in writing, and
shall state the purposes, time and place of the meeting. If notice is given verbally or by facsimile,
it shall be given not less than two days before the meeting; if it is given in
writing, it shall be given not less than five days before the meeting. Such notice shall state the date, time,
place, and purpose of the meeting and by whom called.
Section
14. Fixing Record
Date: For the purpose of determining the
members entitled to notice or to vote at any meeting of members or any
adjournment thereof, or to express consent to or dissent from any proposal
without a meeting, or for the purpose of determining the members entitled to
receive any distribution or any allotment of any rights, or the purpose of any
other action, the board shall fix, in advance, a date as the record date for
any such determination of members. Such
date shall not be more than fifty nor less than ten days before any such
meeting, nor more than fifty days prior to any other action.
Section
15. Compensation &
Inurement of Income: Directors
shall receive no salary or compensation for their services as a member of the
Board of Directors. Directors may be
reimbursed for the out‑of‑pocket expenses reasonably incurred by
them in the performance of their duties as determined by the Board of
Directors. 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 services rendered.
Section
16. Board Members Applying for Staff
Positions: Members of the
Board of Directors may not serve as staff of His Branches, Inc.. Upon accepting a staff position, a Board
Member must resign from the Board of Directors in advance of their start date
of employment.
Section
17. Staff as Members of the Board of
Directors: Staff of His
Branches, Inc. may not serve on the
Board of Directors. Former staff may
not serve on the Board of Directors until twelve months have elapsed from their
last date of employment.
Section
18. Employment of
Executive Director: The Board of
Directors is responsible for hiring and dismissing the Executive Director of
His Branches, Inc.. The action
of hiring the Executive Director will require an affirmative vote of 3/4 of all
Directors then in office. The action of
dismissing the Executive Director shall require a majority vote of all
Directors then in office.
Section
19. Annual Report: The Board of Directors shall direct the
Executive Director to present an Annual Report certified by a firm of
independent public accountants selected by the Board, showing in appropriate
detail the following:
(a) The assets and liabilities of the
Corporation as of the end of the fiscal year immediately preceding the date of
the report.
(b) The principal changes in assets and
liabilities, including trust funds and restricted funds, during that fiscal
year.
(c) The revenue or receipts of the
Corporation, both unrestricted and restricted for that fiscal year.
(d) The expenses or disbursements of the
Corporation, of both general and restricted funds during that fiscal year.
OFFICERS
Section 1. Number and Qualifications: Officers of the Corporation shall be
President, Vice-President, Treasurer and Secretary. Additional officers may be elected as the Board of Directors may
determine. The President shall be
elected from among the Directors who have served no less than two years on the
Board of Directors. Persons occupying
the offices of President and Secretary may not hold more than one office at a
time.
Section 2. Terms of Office: The Board of Directors at the annual
meeting shall elect the officers, or any regular meeting designated for
election of officers. The term of office of each officer, unless otherwise
resolved by the Board of Directors, shall extend to the next annual meeting and
until his or her successor is elected and qualified.
Section 3. Vacancies:
(a) Any officer may resign from office
without leaving the Board, by giving written notice to the President or the
Secretary. The resignation shall take
effect at the time specified therein, or, if no time be specified, then upon
delivery.
(b) Any officer may be removed from
office without leaving the Board of Directors.
The removal, with or without cause, shall take effect at the time
specified by vote of the members.
(c) A vacancy of any office may be filled
for remainder of the un-expired term only, by a majority vote of the Board of
Directors.
Section 4. PRESIDENT: The President shall: (1) preside at all meetings of the Board of
Directors and Executive Committee, (2) call special meetings of the Board, (3)
perform all acts and duties usually performed by the presiding officer, (4)
sign all papers of and for the Board, recognizing that the Board of Directors
may authorize one or more persons to sign checks, contracts, and other written
instruments on behalf of the Board, (5) see that all orders and resolutions of
the board are carried into effect, and (6) supervise generally the management
of the affairs of the Corporation subject only to the supervision of the
Board. The President shall also perform
such other duties as may be assigned to him or her by the Board of Directors.
Section 5. VICE‑PRESIDENT: In the absence of the President, or in
his/her inability to act, or if the office of the President be vacant, the Vice‑President,
shall perform the duties and exercise the powers of the President, subject to
the right of the Board to extend or confine such powers and duties or to assign
them to one or more others. The Vice‑President
shall have such powers and duties as are assigned to him/her by the Board of
Directors or the President.
Section 6. TREASURER: The Treasurer has oversight authority for
all books of account and has charge of all funds and securities of the
Corporation. If the office of Secretary
be vacant, the Treasurer shall act as Secretary (unless the board delegates
otherwise) until the Board may meet and direct otherwise. The Treasurer shall also perform such other
duties usually performed by the Treasurer, and such duties assigned to her or
him by the Board of Directors or the President.
Section 7. SECRETARY: The Secretary shall: (1) keep minutes of
all meetings of the Board of Directors and Executive Committee, (2) have
custody of the ‘Book of Minutes’ containing the minutes of all meetings of the
Board of Directors and Executive Committee and all Committees which may keep
minutes, (3) be custodian of the seal of the Corporation and its use, (4) see
that all notices required of the Corporation be given, and that all required
records and contracts or documents of the Corporation be kept, and (5) keep a
membership roll containing the names, alphabetically arranged, of all persons
who are members of the corporation, showing their places of residence and the
time when they became members.
Section 8. Appointed Officers: The Board of Directors may delegate to
any officer or committee the power to appoint and to remove any subordinate
officer, agent or employee. The
President may appoint, if needed, due to vacant positions, one or more voting
Directors to the Executive Committee.
ARTICLE VI
COMMITTEES
The Board of Directors may be divided into Standing Committees or
Special Committees to facilitate the work of the Board. Standing Committees shall be limited to
Executive Committee, Finance Committee, Corporate Governance Committee,
Program/Strategic Planning Committee, and the Committee on Intercessory Prayer.
Section 1. Membership: The Board President shall assign members
for each Committee. Members shall be of
two types: Board Members and Non-Board
Members. The majority of Members serving
on a Committee shall be Board Members.
Participation of Non-Board Members on Committees shall be subject to an
application process with any approval being governed by the Board of Directors.
Section
2. Powers: Committees shall make
recommendations to the Board of Directors and shall only have powers as
specifically provided by the Board of Directors to periodically achieve ad hoc
assignments. Non-Board members shall
have the power to vote on business matters of the Committee.
Section 3. Special Committees:
(a) The President of the Board of Directors may,
with the advice and consent of the Board of Directors and/or the Executive
Committee establish special committees, or working groups when needed. The purposes, duties, authority and tenure
of such committees shall be set by the President and are subject to the Board.
(b) The Board of Directors shall appoint at least
one voting Director to serve on any special committee or working group. Membership on the committee may include
non-voting members, members of any Advisory Groups, or others deemed
appropriate. An appointment of a
non-member is the responsibility of the designated voting Director with
approval of the President of the Board and an application process.
(c) The Chairperson of a special
committee may be chosen by the committee with the approval of the President of
the Board, and need not be a voting Director.
The Chairperson reports to the President of the Board, and may be
invited to report to the Board as appropriate.
Section 4. Meetings: Meetings of any committee shall be held
at such time and place as shall be fixed by the Committee Chairperson, or by
vote of a majority of committee members, and shall require one week prior
notice. A committee meeting may be held
by means of communication devices as described in Article IV, Section 6(b). Standing committees should meet no less than
3 times per year.
Section 5. Quorum and Performance: Unless a resolution of the Board of
Directors provides otherwise, a majority of the members of a committee present,
shall constitute a quorum and a majority vote is the act of the committee
(Refer to the provisions of ARTICLE IV, Section 6, 7 & 8).
Section 6. Tenure
of Committee Members: Non-members of each
committee are appointed or elected for a one-year term, although the Board may
set shorter or longer terms for some Members to stagger their retirement. Non-Members
may be reappointed up to three consecutive one-year terms, and then shall be
required to rotate off the Board Committee(s) for a one-year period before
their re-nomination shall be considered. Any new standing committee should
implement staggered terms for members to provide for continuity and for
rotation of members. Upon vacancy,
whether by retirement, resignation or to increase the Committee size, the
President and/or Executive Committee shall make nominations of a person(s) to
serve on a Committee on an as needed basis.
Section 7. Removal: Absence from more than two of the
scheduled meetings within a year or three consecutive scheduled meetings shall
constitute inactivity. Non-Board
Committee Members who become inactive may be notified by letter from the
Executive Committee of the Board’s intention to remove them from the
Committee. Removal shall be by majority
vote of the entire Board.
EXECUTIVE DIRECTOR
Section 1. Authorization: There shall be a Executive Director who may
authorize and establish such other staff positions as may be necessary or
appropriate to carry out the affairs and programs of the Corporation.
Section 2. Executive Director:
(a) The Board of Directors shall appoint
and employ or contract for the services of the Executive Director, who shall
serve at the pleasure of the Board as the Executive Director of the affairs and programs of the
Corporation. The Executive Director
shall be accountable to the Board and shall be a member ex‑officio (with
voice, without vote) of the Board of Directors and its Executive
Committee.
(b) The
Executive Director shall serve at the direction of the Board of Directors and
as such shall perform the duties specified in a job description for the
position as adopted and approved by the Board of Directors.
(c) The Executive Director shall assist the
officers in the performance of their duties, in such manner and to such extent
as shall be directed or approved by the Board of Directors.
Section 3. Other Staff: The Executive Director, in
consultation with the Board, shall be responsible for the hiring and dismissal
of all other staff. The Board shall
review the duties and benefits of staff members and the policy for release from
employment.
Section 1. Fiscal Year: The Fiscal Year of the Corporation
shall commence on July 1 in each calendar year and end on the 30th day of June
of the next calendar year, except that the first fiscal year of the corporation
shall stand as the date of incorporation.
The commencement date of the fiscal year herein established shall be
subject to change by the Board of Directors.
Section 2. Books and
Accounts: Books
and Accounts of the Corporation shall be kept under the direction of the
Treasurer of the Corporation.
Section 3. Auditing and
Reports: At the close of the fiscal year, the books
and records of the Corporation shall be audited in accordance with generally
accepted accounting procedures. The
Executive Director of the Corporation shall cause to be prepared annually a
full and correct statement of operations for the preceding fiscal years, which
statement shall be submitted at the annual meeting of the Board of Directors
and filed with the Secretary of the Corporation.
Section 4. Execution of Corporate
Documents: With the prior authorization of the
Board of Directors, all corporate notes and contracts shall be executed on
behalf of the Corporation by the Executive Director. Irregular checks in excess of $2500 shall be executed on behalf
of the Corporation by any two (2) of the following officers: The Executive
Director, Comptroller, Executive Assistant or any officer of the
Corporation. Vendor contracts shall be
executed on behalf of the corporation by the Executive Director, Comptroller,
or any officer of the Corporation.
Section 5. Deposits: All funds received by the Corporation shall
be deposited intact to the credit of the Corporation in such banks, trust
companies or other depositories as the Board of Directors my select. There shall be no payment of expenses using
cash revenue.
Section 6. Gifts: Acceptance of gifts shall be subject to the
Gift Acceptance Policy as approved by the Board of Directors.
Section 7. Fidelity Bonds and
Directors & Officers Insurance: The
Board of Directors may require that all officers and employees of the
Corporation having custody or control of corporate funds furnish adequate
fidelity bonds. The premiums on such
bonds shall be paid by the Corporation.
The Board of Directors may also require the coverage of Directors and
Officers Insurance paid by the Corporation.
Section 8. Indemnity: The Corporation may, to the fullest
extent permitted by Article 7 of the Not-for-Profit Corporation Law of the
State of New York, as the same may be amended and supplemented, indemnify any
and all persons whom it shall have power to indemnify under said Article from
and against any and all of the expenses, liabilities or other matters referred
to in or covered by said Article, and the indemnification provided for herein
shall not be deemed exclusive of any other rights to which any person may be
entitled under any bylaw, resolution of directors, agreement or otherwise, as
permitted by said Article, as to action in any capacity in which he served at
the request of the Corporation.
OFFICE AND BOOKS/RECORDS
Section 1. Office: The principal office of the Corporation
shall be in the City of Rochester at such place in Monroe County of the State
of New York, as the Board of Directors may determine. The Corporation may also have offices at such other places within
or without this state as the Board may from time to time determine or the
business of the Corporation may require.
Section 2. Books and Records: There shall be kept at the office of
the Corporation:
(1)
correct and complete books and
records of account, subject to the Document Retention and Destruction Policy.
(2) minutes of the Board of Directors and Executive Committee,
(3) a current list of the Directors and Officers of the Corporation and their current residence and employment addresses and telephone numbers,
(4) a copy of these by‑laws,
(5) copies of all ‘Policies and Procedures’ (Board, Fiscal, Personnel, etc.) of the Corporation, and
(6) copies of all legal documents of the
Corporation.
ARTICLE X
AFFILIATION
His Branches, Inc. shall establish
and maintain affiliation with associations, organizations, and/or entities that
the Board of Directors and the Executive Director deem appropriate in building
and maintaining credibility and accountability for the carrying out of its
mission and purpose.
ARTICLE XI
GENERAL
Section 1. Seal: The Corporate Seal shall be in the form
of a circle and shall bear the full name of the Corporation and the words and
figures according to that issued by the State of New York.
Section 2. Conflict of
Interest: No contract or other transaction between
the Corporation and one or more of its Directors and Officers, or between the
Corporation and any other corporation, firm, association or other entity in
which one or more of its Directors are Directors or Officers, or have a
substantial financial interest, shall be either void or voidable for this
reason alone or by reason alone that such Director or Directors or Officer or
Officers are present at the meeting of the Board of Directors, or of a
committee thereof, which authorizes such contract or transaction, or that his,
her or their votes are counted for such purpose if the material facts as to
such Director’s or Officer’s interest in such contract or transaction and as to
any such common directorship, officership or financial interest are disclosed
in good faith or known to the Board, and the Board authorizes such contract or
transaction by a vote sufficient for such purpose without counting the vote or
votes of such interested Director or Officer.
Common or interested Directors may be counted in determining the
presence of a quorum at a meeting of the Board of Directors that authorizes
such contract or transaction. (Refer to separate Conflict of Interest Policy
and Questionnaire for more detail.)
Section 3. Loans to Directors: The Corporation shall not make loans to
Directors.
Section 4. Construction: If there is any conflict between the
Articles of Incorporation and these By-Laws, the provisions of the Certificate
of Incorporation shall govern.
Section 5. Dissolution: In the event of the liquidation,
dissolution or winding up of the Corporation, whether voluntary or involuntary
or by operation of law, all of the remaining assets and property of the
Corporation shall, after necessary expenses thereof, be distributed to such
organizations that shall qualify under Section 501(c)(3) of the Code or shall
be used in such manner as in the judgment of a Justice of the Supreme Court of
the State of New York will best accomplish the general purposes for which the
Corporation was formed.
AMENDMENTS
The by‑laws of the Corporation may be adopted, amended or repealed by no less than an affirmative vote of 67% of the entire Board of Directors. If any by‑law regulating an impending election of Directors is adopted, amended or repealed by the Board of Directors, there shall be set forth in the notice of the next meeting of Directors for the election of Directors the by‑law so adopted, amended or repealed, together with concise statement of the changes made.