Attach to Form 990 or Form 990-EZ.
See separate instructions.
Information about Schedule A (Form 990 or 990-EZ) and its instructions is at www.irs.gov/form990.
| (i) Name of supported organization | (ii) EIN | (iii) Type of organization (described on lines 1- 9 above or IRC section (see instructions)) | (iv) Is the organization in col. (i) listed in your governing document? | (v) Did you notify the organization in col. (i) of your support? | (vi) Is the organization in col. (i) organized in the U.S.? | (vii) Amount of monetary support | |||
|---|---|---|---|---|---|---|---|---|---|
| Yes | No | Yes | No | Yes | No | ||||
| Total | |||||||||
Calendar year (or fiscal year beginning in) ![]() |
(a) 2009 | (b) 2010 | (c) 2011 | (d) 2012 | (e) 2013 | (f) Total | |
|---|---|---|---|---|---|---|---|
| 1 | Gifts, grants, contributions, and membership fees received. (Do not include any "unusual grants.") .... | 398,210 | 411,343 | 574,594 | 205,858 | 231,135 | 1,821,140 |
| 2 | Tax revenues levied for the organization's benefit and either paid to or expended on its behalf....... | ||||||
| 3 | The value of services or facilities furnished by a governmental unit to the organization without charge.. | ||||||
| 4 | Total. Add lines 1 through 3 | 398,210 | 411,343 | 574,594 | 205,858 | 231,135 | 1,821,140 |
| 5 | The portion of total contributions by each person (other than a governmental unit or publicly supported organization) included on line 1 that exceeds 2% of the amount shown on line 11, column (f).. | ||||||
| 6 | Public support. Subtract line 5 from line 4. | 1,821,140 | |||||
Calendar year
(or fiscal year beginning in) ![]() |
(a) 2009 | (b) 2010 | (c) 2011 | (d) 2012 | (e) 2013 | (f) Total | |
|---|---|---|---|---|---|---|---|
| 7 | Amounts from line 4.. | 398,210 | 411,343 | 574,594 | 205,858 | 231,135 | 1,821,140 |
| 8 | Gross income from interest, dividends, payments received on securities loans, rents, royalties and income from similar sources... | 54 | 1,964 | 1,163 | 3,181 | ||
| 9 | Net income from unrelated business activities, whether or not the business is regularly carried on.. | ||||||
| 10 | Other income. Do not include gain or loss from the sale of capital assets (Explain in Part IV.).. | 15,358 | 14,260 | 18,586 | 2,052 | 3,203 | 53,459 |
| 11 | Total support (Add lines 7 through 10). | 1,877,780 | |||||






Calendar year (or fiscal year beginning in) ![]() |
(a) 2009 | (b) 2010 | (c) 2011 | (d) 2012 | (e) 2013 | (f) Total | |
|---|---|---|---|---|---|---|---|
| 1 | Gifts, grants, contributions, and membership fees received. (Do not include any "unusual grants.") . | ||||||
| 2 | Gross receipts from admissions, merchandise sold or services performed, or facilities furnished in any activity that is related to the organization's tax-exempt purpose...... | ||||||
| 3 | Gross receipts from activities that are not an unrelated trade or business under section 513.. | ||||||
| 4 | Tax revenues levied for the organization's benefit and either paid to or expended on its behalf... | ||||||
| 5 | The value of services or facilities furnished by a governmental unit to the organization without charge.. | ||||||
| 6 | Total. Add lines 1 through 5. | ||||||
| 7a | Amounts included on lines 1, 2, and 3 received from disqualified persons... | ||||||
| b | Amounts included on lines 2 and 3 received from other than disqualified persons that exceed the greater of $5,000 or 1% of the amount on line 13 for the year. | ||||||
| c | Add lines 7a and 7b.. | ||||||
| 8 | Public support (Subtract line 7c from line 6.) | ||||||
Calendar year (or fiscal year beginning in) ![]() |
(a) 2009 | (b) 2010 | (c) 2011 | (d) 2012 | (e) 2013 | (f) Total | |
|---|---|---|---|---|---|---|---|
| 9 | Amounts from line 6... | ||||||
| 10a | Gross income from interest, dividends, payments received on securities loans, rents, royalties and income from similar sources.. | ||||||
| b | Unrelated business taxable income (less section 511 taxes) from businesses acquired after June 30, 1975. | ||||||
| c | Add lines 10a and 10b. | ||||||
| 11 | Net income from unrelated business activities not included in line 10b, whether or not the business is regularly carried on. | ||||||
| 12 | Other income. Do not include gain or loss from the sale of capital assets (Explain in Part IV.) .. | ||||||
| 13 | Total support. (Add lines 9, 10c, 11, and 12.).. | ||||||




| Facts And Circumstances Test |
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| Explanation |
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| Software ID: | |
| Software Version: |
Attach to Form 990 or 990-EZ.
Information about Schedule O (Form 990 or 990-EZ) and its instructions is at| Return Reference | Explanation |
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| FORM 990, PART VI, SECTION A, LINE 4 | 1.01 NAME OF THE CORPORATION. 2.01 INCORPORATED IN THE STATE OF TEXAS UND 501C3 OF THE IRS. 3.01 MISSION OF THE CORPORATION. 4.01 A BOARD OF DIRECTORS HAS POWER TO SET POLICY AND DIRECTION, OVERSEE PROGRAMS AND OPERATIONS AND PERFORM ALL SUCH LAWFUL ACTS AS ALLOWED BY STATUTE OR CORPORATE DOCUMENTS. 4.02. ANY PERSON MAY SERVE ON THE BOARD OF DIRECTORS REGARDLESS OF RACE, CREED, GENDER, RELIGION OR NATIONAL ORIGIN. 4.03. THE CORPORATION SHALL HAVE 10 BUT NO FEWER THAN 5 DIRECTORS. 4.04. THE NUMBER OF DIRECTORS MAY CHANGE FROM TIME TO TIME. 4.05. THE EXECUTIVE DIRECTOR SHALL SERVE AS EX-OFFICIO MEMBER OF THE BOARD. 4.06. DIRECTORS SHALL SERVE FOR A TERM OF 3 YEARS. 4.07. A VACANCY ON THE BOARD SHALL BE ELECTED FROM AMONG CANDIDATES RECOMMENDED BY THE NOMINATING COMMITTEE OR NOMINATIONS FROM THE FLOOR. 4.08. DIRECTORS ARE EXPECTED TO ATTEND 75% OF ALL BOARD MEETINGS IN A 12 MONTH PERIOD. 4.09. ANY DIRECTOR MAY RESIGN AT ANY TIME. ABSENCE FROM THREE CONSECUTIVE BOARD MEETINGS SHALL CONSTITUTE A RESIGNATION FROM THE BOARD. 4.10. ANY DIRECTOR MAY BE REMOVED WITHOUT CAUSE, AT ANY TIME, BY A MAJORITY VOTE. 4.11. DIRECTORS MAY NOT RECEIVE ANY COMPENSATION FOR THEIR SERVICES BUT MAY BE REIMBURSED FOR ACTUAL EXPENSES INCURRED IN PERFORMANCE OF THEIR DUTIES ON THE BOARD. 5.01. REGULAR AND SPECIAL MEETINGS MAY BE HELD AT ANY PLACE DESIGNATED BY THE PRESIDENT OR THE MAJORITY OF THE BOARD. 5.02. THERE SHALL BE 6 REGULAR MEETINGS OF THE BOARD EACH CALENDAR YEAR. 5.03. SPECIAL MEETINGS MAY BE CALLED BY THE PRESIDENT OR ANY THREE DIRECTORS. 5.04. THE ANNUAL MEETING SHALL BE THE FIRST MEETING HELD AFTER JANUARY 1 OF EACH YEAR. 5.05. NOTICE OF REGULAR OR SPECIAL MEETINGS SHALL BE GIVEN NO LESS THAN 5 DAYS PRIOR TO THE MEETING VIA REGULAR MAIL, EMAIL, FAX, TELEPHONE (INCLUDING VOICE MAIL). 5.06. ANY DIRECTOR MAY WAIVE NOTICE OF ANY MEETING. 5.07. FIFTY PERCENT (50%) OF THE TOTAL BOARD MEMBERSHIP SHALL CONSTITUTE A QUORUM. 5.08. A MAJORITY VOTE OF DIRECTORS PRESENT PREVAILS. 5.09. ANY ACTION MAY BE TAKEN BY THE BOARD WITHOUT A MEETING. 5.10. THERE SHALL BE NO PROXY VOTE. 5.11. MEETINGS SHALL BE GOVERNED BY ROBERT'S RULES OF ORDER. 5.12. MEETINGS MAY BE HELD VIA CONFERENCE CALL OR OTHER REMOTE ELECTRONIC COMMUNICATIONS TECHNOLOGY. 6.01. THE CORPORATION SHALL HAVE A PRESIDENT, VICE-PRESIDENT, SECRETARY AND TREASURER. 6.02. THE OFFICERS OF THE CORPORATION SHALL BE ELECTED ANNUALLY AT THE ANNUAL MEETING OR WHENEVER A VACANCY EXISTS. 6.03. OFFICERS SHALL SERVE A ONE YEAR TERM, CONCURRENT WITH THE CALENDAR YEAR. 6.04. OFFICERS MAY BE REMOVED BY THE BOARD. 6.05. ANY OFFICE VACANCY MAY BE FILLED BY THE BOARD FOR THE UNEXPIRED TERM. 6.06. THE PRESIDENT SHALL A) PRESIDE AT ALL BOARD AND EXECUTIVE COMMITTEE MEETINGS B) APPOINT ALL COMMITTEE CHAIRS AND C) SERVE AS EX-OFFICIO MEMBER OF ALL COMMITTEES. 6.07. THE VICE-PRESIDENT SHALL ACT IN THE ABSENCE OF THE PRESIDENT AND HAVE SUCH RESPONSIBILITIES AS ASSIGNED FROM TIME-TO-TIME. 6.08. THE SECRETARY SHALL ATTEND ALL BOARD MEETINGS, RECORD ALL VOTES, ACTIONS AND MINUTES AND KEEP A REGISTER OF ALL DIRECTORS. 6.09. THE TREASURER IS IN CHARGE OR CORPORATE FUNDS, SECURITIES, KEEPS ACCOUNT OF RECEIPTS, DEPOSITS AND DISBURSEMENT OF FUNDS AND RENDERS REGULAR FINANCIAL REPORTS AND ACCOUNTINGS OF THE FINANCIAL CONDITION OF THE CORPORATION. 6.10. THE EXECUTIVE COMMITTEE SHALL HAVE THE AUTHORITY TO ACT ON BEHALF OF THE BOARD BETWEEN MEETINGS. IT SHALL REPORT ALL OF ITS ACTIONS TO THE BOARD FOR APPROVAL OR DISAPPROVAL. 6.11. THE BOARD SHALL APPOINT AN EXECUTIVE DIRECTOR TO SERVE AT ITS DISCRETION TO FAITHFULLY CARRY OUT ALL THE POLICIES AND DIRECTIVES OF THE BOARD. THE EXECUTIVE DIRECTOR HAS THE AUTHORITY TO HIRE, TERMINATE AND DEPLOY AGENCY STAFF AND IS DIRECTLY ACCOUNTABLE TO THE BOARD. 7.01 THE BOARD MAY DESIGNATE AND APPOINT STANDING AND TEMPORARY COMMITTEES. 7.02. THE PRESIDENT MAY APPOINT INDIVIDUALS TO ADVISORY, AD HOC AND SPECIAL COMMITTEES AS MAY BENEFIT THE CORPORATION. 7.03. STANDING COMMITTEES INCLUDE: WAYS AND MEANS, MARKETING AND OUTREACH, FUNDRAISING AND RESOURCE DEVELOPMENT, PERSONNEL, NOMINATING, GROUNDS AND MAINTENANCE. 8.01. THE CORPORATION SHALL INDEMNIFY OFFICERS AND DIRECTORS WHO CONDUCT THEMSELVES IN GOOD FAITH, BELIEVE, THEIR ACTIONS ARE IN THE BEST INTEREST OF THE CORPORATION AND (IN A CRIMINAL PROCEEDING) HAVE TO REASON TO BELIEVE THEIR CONDUCT UNLAWFUL. 9.01. THE CORPORATION AND ITS OFFICERS, DIRECTORS AND EMPLOYEES WILL COMPLY WITH THE CODE OF ETHICS IN ALL THEIR ACTIONS. 10.01. THE BOARD OF DIRECTORS MAY DESIGNATE PERSONS TO EXECUTE CORPORATE INSTRUMENTS AND DOCUMENTS. 10.02. FINANCIAL TRANSACTIONS WHICH EXCEED $2,500 (IF NOT INCLUDED IN BUDGET) SHALL REQUIRE BOARD APPROVAL. ALL CHECKS IN EXCESS OF $1,000 SHALL REQUIRE TWO SIGNATURES. 10.03. THE BOARD OF DIRECTORS MAY AUTHORIZE OFFICERS OR AGENTS OF THE CORPORATION TO ENTER INTO CONTRACTS. 10.04. ALL FUNDS OF THE CORPORATION SHALL BE DEPOSITED TO THE CREDIT OF THE CORPORATION. 10.05. ALL CHECKS AND DRAFTS SHALL BE SIGNED BY OFFICERS OR AGENTS DESIGNATED BY THE BOARD. 10.06. THE BOARD OF DIRECTORS, AT ITS DISCRETION, MAY ACCEPT GIFTS, BEQUESTS OR GIFTS ON BEHALF OF THE CORPORATION. 10.07. THE CORPORATION SHALL MAKE NO LOANS TO ANY DIRECTORS OR OFFICERS. 10.08. THE FISCAL YEAR OF THE CORPORATION SHALL BE THE CALENDAR YEAR. 11.01. THE CORPORATION SHALL KEEP MINUTES AND RECORDS. 11.02. ALL BOOKS AND RECORDS OF THE CORPORATION MAY BE INSPECTED BY ANY DIRECTOR OR OFFICER OR THEIR AGENT OR ATTORNEY FOR ANY PURPOSE AT ANY REASONABLE TIME. 12. 01. THE BOARD OF DIRECTORS OWES A DUTY OF LOYALTY TO THE CORPORATION. 12.02. DIRECTORS ARE EXPECTED TO MAKE FULL DISCLOSURE OF ANY POTENTIAL CONFLICT OF INTEREST. 12.03. A DIRECTOR WITH A SUBSTANTIAL INTEREST IN A PROPOSED TRANSACTION MAY NOT VOTE ON THE MATTER. 12.04. A DIRECTOR SHALL NOT USE INSIDE INFORMATION FOR HIS/HER PERSONAL BENEFIT OR TO THE DETRIMENT OF THE CORPORATION. 12.05. EACH DIRECTOR HAS A DUTY TO PLACE THE INTERESTS OF THE CORPORATION FOREMOST IN ANY DEALINGS INVOLVING THE CORPORATION. 13.01. THE BYLAWS MAY BE AMENDED BY A 2/3 MAJORITY VOTE OF THE CURRENT BOARD OF DIRECTORS WITH AT LEAST 30 DAYS WRITTEN NOTICE. 14.01. IF THE CORPORATION DISSOLVES, IT SHALL PAY ALL LIABILITIES AND DISPOSE OF ASSETS. HILL COUNTRY FAMILY SERVICES, INC. BYLAWS (REVISED: JULY 2007, MAY 2011, MAY 2013) ARTICLE 1: NAME 1.01. THE NAME OF THE ORGANIZATION SHALL BE HILL COUNTRY FAMILY SERVICES (THE "CORPORATION"). ARTICLE 2: PURPOSE 2.01. STATEMENT OF PURPOSE: HILL COUNTRY FAMILY SERVICES IS CHARTERED AS A NONPROFIT CORPORATION IN THE STATE OF TEXAS EXCLUSIVELY FOR EDUCATIONAL AND CHARITABLE PURPOSES, AS DEFINED BY SECTION 501C3 OF THE INTERNAL REVENUE CODE, AS IT MAY BE AMENDED FROM TIME TO TIME. ARTICLE 3: MISSION 3.01. THE MISSION OF HILL COUNTRY FAMILY SERVICES (HCFS) IS TO ASSIST LOW INCOME INDIVIDUALS AND FAMILIES IN KENDALL COUNTY TO ENHANCE THEIR WELL-BEING AND FOSTER SELF-SUFFICIENCY. ARTICLE 4: BOARD OF DIRECTORS 4.01. DUTIES - THE BOARD OF DIRECTORS SHALL OVERSEE THE CORPORATION'S OPERATIONS AND PROGRAMS, SET POLICY AND DIRECTION, ENSURE ADEQUATE RESOURCES AND FINANCIAL SUPPORT, AND EXERCISE INFLUENCE OR ADVOCACY CONSISTENT WITH THE MISSION AND BYLAWS. A DIRECTOR SHALL DISCHARGE HIS/HER DUTIES IN GOOD FAITH, WITH ORDINARY CARE AND IN A MANNER THE DIRECTOR REASONABLY BELIEVES TO BE IN THE BEST INTEREST OF THE CORPORATION. 4.02. QUALIFICATIONS - ANY PERSON MAY SERVE ON THE BOARD OF DIRECTORS REGARDLESS OF RACE, CREED, SEX, RELIGION, OR NATIONAL ORIGIN. EMPLOYEES OF THE CORPORATION, OTHER THAN THE EXECUTIVE DIRECTOR, ARE INELIGIBLE TO SERVE ON THE BOARD OF DIRECTORS. 4.03. NUMBER AND COMPOSITION - THE BOARD OF DIRECTORS SHALL BE COMPOSED OF 10 PERSONS BUT NO FEWER THAN 5 WHO ARE WIDELY REPRESENTATIVE OF THE PROGRAMS, SERVICES AND INTERESTS OF THE CORPORATION. 4.04. CHANGE IN NUMBER - UPON MAJORITY AFFIRMATIVE VOTE OF THE BOARD OF DIRECTORS, THE NUMBER OF DIRECTORS MAY BE INCREASED OR DECREASED FROM TIME TO TIME, BUT IN NO EVENT SHALL A DECREASE HAVE THE EFFECT OF SHORTENING THE TERM OF AN INCUMBENT DIRECTOR, OR DECREASING THE TOTAL NUMBER OF DIRECTORS TO FEWER THAN THREE DIRECTORS. 4.05. EX OFFICIO - THE EXECUTIVE DIRECTOR SHALL SERVE AS AN EX-OFFICIO MEMBER OF THE BOARD IN ADDITION TO THE NUMBER OF DIRECTORS. 4.06. TERM OF DIRECTORS - DIRECTORS SHALL SERVE FOR A TERM OF THREE (3) YEARS, BEGINNING WITH THE FIRST DAY OF THE MONTH AFTER BEING ELECTED, AND MAY BE ELECTED FOR ONE SUBSEQUENT TERM. AFTER SERVING TWO CONSECUTIVE TERMS, A DIRECTOR MUST VACATE HIS OR HER POSITION FOR AT LEAST ONE YEAR BEFORE SEEKING RE-ELECTION TO ANOTHER TERM. |
| FORM 990, PART VI, SECTION A, LINE 4 | 4.07. ELECTION AND VACANCIES - WHEN THE EXPIRATION OF A DIRECTOR'S TERM IS IMMINENT, A SUCCESSOR SHALL BE ELECTED BY THE BOARD FROM AMONG CANDIDATES RECOMMENDED BY THE NOMINATING COMMITTEE OR NOMINATIONS FROM THE FLOOR. THE ELECTED SUCCESSOR SHALL TAKE OFFICE UPON THE EXPIRATION OF THE DIRECTOR'S TERM. WHEN AN UNEXPECTED VACANCY OCCURS, THE ELECTION OF A REPLACEMENT SHALL TAKE PLACE AS SOON AS PRACTICAL, PREFERABLY AT THE NEXT BOARD MEETING AFTER THE VACANCY OCCURS. 4.08. ATTENDANCE - DIRECTORS ARE EXPECTED TO BE PRESENT FOR AT LEAST 75% OF ALL BOARD MEETINGS IN A 12 MONTH PERIOD. PRESENCE SHALL BE DEFINED AS THE CONTEMPORANEOUS PARTICIPATION OF THE DIRECTOR WITH OTHER DIRECTORS WHETHER BY BEING PHYSICALLY PRESENT OR PRESENT AND ABLE TO PARTICIPATE VIA ELECTRONIC OR OTHER MEANS. 4.09. RESIGNATION - ANY DIRECTOR MAY RESIGN AT ANY TIME BY DELIVERING WRITTEN NOTICE TO THE SECRETARY OR PRESIDENT OF THE BOARD OF DIRECTORS. SUCH RESIGNATION SHALL TAKE EFFECT UPON RECEIPT OR, IF LATER, AT THE TIME SPECIFIED IN THE NOTICE. ABSENCE FROM THREE (3) CONSECUTIVE MEETINGS SHALL CONSTITUTE A RESIGNATION FROM THE BOARD, UNLESS A WRITTEN REQUEST FOR REINSTATEMENT IS RECEIVED BEFORE THE NEXT REGULAR BOARD MEETING AND APPROVED BY THE BOARD AT THAT MEETING BY A MAJORITY VOTE. 4.10. REMOVAL - ANY DIRECTOR MAY BE REMOVED WITHOUT CAUSE, AT ANY TIME, BY A MAJORITY OF THE ENTIRE BOARD OF DIRECTORS, AT A REGULAR OR SPECIAL MEETING CALLED FOR THAT PURPOSE. ANY DIRECTOR UNDER CONSIDERATION OF REMOVAL MUST FIRST BE NOTIFIED ABOUT THE CONSIDERATION BY WRITTEN NOTICE AT LEAST FIVE DAYS PRIOR TO THE MEETING AT WHICH THE VOTE TAKES PLACE. 4.11. COMPENSATION - DIRECTORS AND OFFICERS SHALL NOT RECEIVE ANY COMPENSATION FOR THEIR SERVICES. DIRECTORS MAY BE REIMBURSED FOR ANY ACTUAL EXPENSES INCURRED IN THE PERFORMANCE OF THEIR DUTIES FOR THE CORPORATION. DIRECTORS MAY RECEIVE REASONABLE COMPENSATION FOR SERVING THE CORPORATION IN A CAPACITY OTHER THAN AS A DIRECTOR SO LONG AS SUCH SERVICE AND REMUNERATION FOR SUCH SERVICE ARE EXPLICITLY APPROVED BY THE BOARD AND RECORDED IN THE BOARD'S MINUTES. ARTICLE 5: MEETINGS 5.01. PLACE OF MEETINGS - REGULAR AND SPECIAL MEETINGS OF THE BOARD WILL BE HELD AT ANY PLACE THAT THE BOARD PRESIDENT OR A MAJORITY OF THE BOARD MAY DESIGNATE. 5.02. REGULAR - THERE SHALL BE AT LEAST SIX (6) REGULAR MEETINGS OF THE BOARD OF DIRECTORS DURING EACH CALENDAR YEAR. 5.03. SPECIAL MEETINGS - SPECIAL MEETINGS MAY BE CALLED BY THE PRESIDENT OR ANY THREE DIRECTORS. 5.04. ANNUAL MEETING - THE ANNUAL MEETING OF THE BOARD OF DIRECTORS SHALL BE THE FIRST MEETING HELD AFTER JANUARY 1 OF EACH YEAR. 5.05. NOTICE OF BOARD MEETINGS - NOTICE OF THE DATE, TIME AND PLACE OF REGULAR MEETINGS SHALL BE GIVEN TO EACH BOARD MEMBER BY REGULAR MAIL, TELEPHONE (INCLUDING VOICE MAIL), FACSIMILE, OR EMAIL NO LESS THAN 5 DAYS PRIOR TO THE MEETING. NOTICE OF THE DATE, TIME, AND PLACE OF SPECIAL MEETINGS SHALL BE GIVEN TO EACH BOARD MEMBER USING THE SAME METHODS WITH NO LESS THAN 5 DAYS NOTICE PRIOR TO THE MEETING. 5.06. WAIVER OF NOTICE - ANY DIRECTOR MAY WAIVE NOTICE OF ANY MEETING. ATTENDANCE BY A DIRECTOR AT ANY MEETING OF THE BOARD FOR WHICH THE DIRECTOR DID NOT RECEIVE THE REQUIRED NOTICE WILL CONSTITUTE A WAIVER OF NOTICE OF SUCH MEETING UNLESS THE DIRECTOR OBJECTS AT THE BEGINNING OF THE MEETING TO THE TRANSACTION OF BUSINESS ON THE GROUNDS THAT THE MEETING WAS NOT LAWFULLY CALLED OR CONVENED. 5.07. QUORUM - 50% OF THE TOTAL BOARD MEMBERSHIP SHALL CONSTITUTE A QUORUM FOR THE PURPOSES OF CONVENING A MEETING OR CONDUCTING BUSINESS. 5.08. MANNER OF ACTION - THE ACT OF A MAJORITY OF THE DIRECTORS PRESENT AT A MEETING AT WHICH A QUORUM IS PRESENT SHALL BE THE ACT OF THE BOARD OF DIRECTORS, UNLESS THE ACT OF A GREATER NUMBER IS REQUIRED BY THESE BYLAWS. 5.09. ACTIONS WITHOUT A MEETING - ANY ACTION REQUIRED OR PERMITTED TO BE TAKEN BY THE BOARD OF DIRECTORS MAY BE TAKEN WITHOUT A MEETING, IF ALL DIRECTORS, INDIVIDUALLY AND COLLECTIVELY, CONSENT IN WRITING, BY E-MAIL OR FACSIMILE, SETTING FORTH THE ACTION TO BE TAKEN. SUCH WRITTEN CONSENT SHALL HAVE THE SAME FORCE AND EFFECT AS A UNANIMOUS VOTE OF THE BOARD. 5.10. PROXY - THERE SHALL BE NO PROXY VOTE AUTHORITY. 5.11. CONDUCT OF MEETINGS - CONDUCT OF MEETINGS SHALL BE GOVERNED BY ROBERT'S RULES OF ORDERS. THE PRESIDENT, OR IN HIS/HER ABSENCE, ANY DIRECTOR SELECTED BY THE DIRECTORS PRESENT, SHALL PRESIDE AT THE MEETINGS OF THE BOARD. 5.12. MEETINGS BY REMOTE COMMUNICATIONS TECHNOLOGY - A MEETING OF THE BOARD OF DIRECTORS OF THIS CORPORATION, OR ANY COMMITTEE DESIGNATED BY THE BOARD OF DIRECTORS OF THIS CORPORATION MAY BE HELD BY MEANS OF A REMOTE ELECTRONIC COMMUNICATIONS SYSTEM (INCLUDING VIDEOCONFERENCING TECHNOLOGY OR THE INTERNET) IF THE SYSTEM PROVIDES ACCESS TO THE MEETING IN A MANNER OR METHOD BY WHICH EACH PERSON PARTICIPATING IN THE MEETING CAN COMMUNICATE CONCURRENTLY WITH EACH OTHER PARTICIPANT. ARTICLE 6: OFFICERS 6.01. OFFICERS - THE OFFICERS OF THE ORGANIZATION SHALL BE A PRESIDENT, VICE-PRESIDENT, SECRETARY AND TREASURER. 6.02. ELECTION - THE OFFICERS OF THE CORPORATION SHALL BE ELECTED ANNUALLY BY A MAJORITY VOTE OF THE BOARD OF DIRECTORS ATTENDING THE ANNUAL MEETING OR WHENEVER A VACANCY EXISTS. IF THE ELECTION OF OFFICERS IS NOT HELD AT SUCH MEETING, SUCH ELECTION SHALL BE HELD AS SOON THEREAFTER AS MAY BE CONVENIENT. 6.03. TERM OF OFFICE - EACH OFFICER SHALL SERVE FOR A ONE (1) YEAR TERM, CONCURRENT WITH THE CALENDAR YEAR. 6.04. REMOVAL - ANY OFFICER ELECTED OR APPOINTED BY THE BOARD OF DIRECTORS MAY BE REMOVED BY THE BOARD OF DIRECTORS, WHENEVER, IN ITS JUDGMENT, THE BEST INTERESTS OF THE CORPORATION WOULD BE SERVED THEREBY. SUCH REMOVAL SHALL REQUIRE A THREE-QUARTERS (3/4) MAJORITY VOTE OF THE BOARD. 6.05. VACANCIES - ANY OFFICE VACANT BECAUSE OF DEATH, RESIGNATION, DISQUALIFICATION OR ANY OTHER CAUSE MAY BE FILLED BY THE BOARD OF DIRECTORS FOR THE UNEXPIRED PORTION OF THE TERM. 6.06. PRESIDENT - THE PRESIDENT SHALL PRESIDE AT ALL BOARD AND EXECUTIVE COMMITTEE MEETINGS. S/HE SHALL APPOINT ALL COMMITTEE CHAIRS WITH RATIFICATION BY THE BOARD AND SHALL SERVE AS AN EX-OFFICIO MEMBER OF ALL COMMITTEES. THE PRESIDENT, IN COLLABORATION WITH THE EXECUTIVE DIRECTOR AND THE ADVICE OF THE BOARD (IN ACCORDANCE WITH THE BYLAWS) SHALL SET THE AGENDA FOR EACH MEETING OF THE BOARD. 6.07. VICE-PRESIDENT - THE VICE-PRESIDENT WOULD ACT IN THE ABSENCE OF THE PRESIDENT. H/SHE SHALL HAVE SUCH OTHER RESPONSIBILITIES AS MAY BE ASSIGNED BY THE PRESIDENT OR THE BOARD FROM TIME TO TIME. 6.08. SECRETARY - THE SECRETARY SHALL PERFORM OR DIRECT AND OVERSEE THE PERFORMANCE OF ALL DUTIES INCIDENT TO THE OFFICE OF THE SECRETARY. H/SHE SHALL RECORD ALL VOTES, ACTIONS AND MINUTES OF THE MEETINGS OF THE BOARD AND PERFORM SUCH OTHER DUTIES AS THE BOARD MAY DIRECT. THE SECRETARY SHALL KEEP OR CAUSE TO BE KEPT: A) A REGISTER SHOWING THE NAMES OF ALL DIRECTORS AND THEIR ADDRESSES B) ALL RECORDS AND BOOKS, REPORTS, STATEMENTS, CERTIFICATES AND LEGAL DOCUMENTS OF THE CORPORATION 6.09. TREASURER - THE TREASURER SHALL PERFORM OR DIRECT ALL DUTIES INCIDENT TO THE OFFICE OF TREASURER AND OTHER SUCH DUTIES AS THE BOARD MAY DIRECT. THE TREASURER SHALL OVERSEE AND SUPERVISE THE FINANCIAL BUSINESS OF THE CORPORATION. THE TREASURER: A) SHALL KEEP OR CAUSE TO BE KEPT FULL AND ACCURATE ACCOUNTS OF RECEIPTS AND DISBURSEMENTS OF THE CORPORATION, AND SHALL DEPOSIT ALL FUNDS AND OTHER VALUABLES IN THE NAME OF THE CORPORATION IN DEPOSITORIES DESIGNATED BY THE BOARD. B) SHALL DISBURSE FUNDS OF THE CORPORATION AND RENDER REGULAR FINANCIAL REPORTS, STATEMENTS OR ACCOUNTINGS OF ALL TRANSACTIONS AND THE FINANCIAL CONDITION OF THE CORPORATION (INCLUDING A YEAR-END FINANCIAL STATEMENT FOR THE PAST FISCAL YEAR). C) THE TREASURER'S SIGNATURE SHALL BE THE AUTHORIZED SIGNATURE FOR ALL CHECKING, SAVINGS, AND INVESTMENT ACCOUNTS OF THE CORPORATION, UNLESS THE TREASURER, WITH THE APPROVAL OF THE BOARD OF DIRECTORS, DESIGNATES ANOTHER MEMBER OF THE BOARD OF DIRECTORS OR EMPLOYEE OF THE CORPORATION AS THE AUTHORIZED SIGNATORY FOR A PARTICULAR TYPE OF DISBURSEMENT. 6.10. EXECUTIVE COMMITTEE - THE OFFICERS OF THE BOARD OF DIRECTORS SHALL CONSTITUTE AN EXECUTIVE COMMITTEE. THE EXECUTIVE COMMITTEE SHALL HAVE THE AUTHORITY TO ACT FOR THE BOARD OF DIRECTORS BETWEEN REGULAR MEETINGS. IT SHALL ACT ON MATTERS OF ADMINISTRATION FOR THE BOARD, AND SHALL REPORT ALL OF ITS ACTIONS TO THE BOARD FOR APPROVAL OR DISAPPROVAL AT THE NEXT REGULAR MEETING. A QUORUM OF THREE (3) OFFICERS SHALL BE REQUIRED FOR VOTING ACTIONS. |
| FORM 990, PART VI, SECTION A, LINE 4 | 6.11. EXECUTIVE DIRECTOR - THE BOARD OF DIRECTORS SHALL APPOINT AN EXECUTIVE DIRECTOR TO SERVE AT THE BOARD'S DISCRETION AND FAITHFULLY CARRY OUT ALL THE POLICIES OF AND TASKS ASSIGNED BY THE BOARD OF DIRECTORS. THE EXECUTIVE DIRECTOR: A) SHALL BE ACCOUNTABLE TO THE BOARD OF DIRECTORS. B) ENGAGE IN NEGOTIATIONS INVOLVING COMMITMENTS OF THE RESOURCES OF THE CORPORATION OR THE ACCEPTANCE OF MONEY OR RESOURCES. C) SHALL GENERALLY BE EXPECTED TO ATTEND ALL MEETINGS OF THE BOARD OF DIRECTORS. D) SHALL HAVE THE AUTHORITY TO HIRE, TERMINATE, DEPLOY, SUPERVISE AND ASSESS THE PERFORMANCE OF THE ORGANIZATION'S EMPLOYEES. E) SHALL SUPERVISE AND DIRECT THE BUSINESS OF THE ORGANIZATION AND ACTIVELY MANAGE DAY-TO-DAY AGENCY OPERATIONS CONSISTENT WITH THE POLICIES AND DIRECTIVES OF THE BOARD. ARTICLE 7: COMMITTEES 7.01. BOARD COMMITTEES - FROM TIME TO TIME, THE PRESIDENT OR THE BOARD MAY DESIGNATE AND APPOINT ONE OR MORE TEMPORARY OR STANDING COMMITTEES. DIRECTORS MAY AUTHORIZE THESE COMMITTEES TO EXERCISE ANY POWERS, RESPONSIBILITIES AND DUTIES CONSISTENT WITH THE BYLAWS AND BOARD POLICIES. A QUORUM FOR THE MEETINGS OF THE COMMITTEES SHALL BE A MAJORITY OF THE MEMBERS OF THE COMMITTEE. 7.02. ADVISORY AND AD HOC - THE PRESIDENT SHALL HAVE THE AUTHORITY TO NAME INDIVIDUALS TO ADVISORY COMMITTEES REPORTING TO THE BOARD OF DIRECTORS. THESE PERSONS MAY HAVE SPECIAL SKILLS OR KNOWLEDGE WHICH WILL BE OF PARTICULAR ASSISTANCE TO THE BOARD IN COMPLETING ITS DUTIES, SUCH AS MEDICAL, LEGAL, OR FINANCIAL EXPERTISE. THE INDIVIDUALS MAY SERVE FOR AN INDEFINITE TERM AT THE PLEASURE OF THE PRESIDENT, AND THERE SHALL BE NO FIXED NUMBER OF MEMBERS. THE PRESIDENT MAY ALSO APPOINT OTHER COMMITTEES, STANDING OR AD HOC, FOR SUCH PURPOSES AS MAY BENEFIT THE AIMS AND WORK OF THE ORGANIZATION. A QUORUM FOR THE MEETINGS OF THE COMMITTEES SHALL BE A MAJORITY OF THE MEMBERS OF THE COMMITTEE. AT SUCH MEETINGS ALL QUESTIONS SHALL BE DETERMINED BY A MAJORITY OF THE MEMBERS PRESENT. 7.03. STANDING COMMITTEES - STANDING COMMITTEES SHALL INCLUDE, BUT NOT NECESSARILY BE LIMITED TO, THE FOLLOWING: A) WAYS AND MEANS - THE WAYS AND MEANS COMMITTEE SHALL CONSIST OF THE TREASURER AND AT LEAST ONE OTHER MEMBER OF THE BOARD. THE COMMITTEE SHALL STUDY AND REVIEW THE FINANCIAL SITUATION OF THE CORPORATION AND MAKE NECESSARY REPORTS AND RECOMMENDATIONS ON FINANCIAL MATTERS TO THE BOARD. IT SHALL OVERSEE PREPARATION OF AN ANNUAL BUDGET FOR THE AGENCY TO BE PRESENTED TO THE BOARD FOR APPROVAL AT THE ANNUAL MEETING. B) MARKETING AND COMMUNITY OUTREACH - THE MARKETING AND COMMUNITY OUTREACH COMMITTEE SHALL OVERSEE ACTIVITIES RELATED TO EDUCATION OR ADVOCACY ON BEHALF OF AGENCY MISSION, PROGRAMS, CLIENTS OR VOLUNTEERS (INCLUDING CULTIVATING MEDIA, CORPORATE AND COMMUNITY SUPPORT). C) FUNDRAISING & RESOURCE DEVELOPMENT - THE FUNDRAISING AND DEVELOPMENT COMMITTEE SHALL CONSIST OF AT LEAST ONE BOARD MEMBER AND SHALL OVERSEE ACTIVITIES RELATED TO FUNDRAISERS, SPECIAL EVENTS, GRANTS, GIFTS-IN-KIND AND DONATIONS FROM CIVIC, CORPORATE OR FAITH-BASED ORGANIZATIONS. D) PERSONNEL - THE PERSONNEL COMMITTEE SHALL CONSIST OF AT LEAST ONE BOARD MEMBER AND SHALL OVERSEE ACTIVITIES RELATED TO STAFF, VOLUNTEER AND BOARD IN-SERVICE TRAINING AND DEVELOPMENT. E) NOMINATING - THE NOMINATING COMMITTEE SHALL CONSIST OF NO FEWER THAN TWO MEMBERS OF THE BOARD OF DIRECTORS AND SHALL ASSIST IN IDENTIFYING AND CULTIVATING CURRENT AND POTENTIAL BOARD LEADERSHIP. THE COMMITTEE SHALL MAKE NOMINATIONS TO THE BOARD FOR NEW MEMBERS OF THE BOARD AND FOR THE OFFICERS OF THE BOARD. IT SHALL REPORT ITS NOMINATIONS TO THE BOARD AT THE LAST REGULAR MEETING OF THE YEAR FOR ELECTION AT THE ANNUAL MEETING. F) GROUNDS AND MAINTENANCE - THE GROUNDS AND MAINTENANCE COMMITTEE SHALL OVERSEE ACTIVITIES REGARDING THE MAINTENANCE OR SUSTAINABILITY OF THE CORPORATION'S BUILDINGS, GROUNDS, EQUIPMENT, CAPITAL IMPROVEMENTS AND RELATED SAFETY AND LIABILITY ISSUES. ARTICLE 8: INDEMNIFICATION 8.01. THE CORPORATION SHALL PROVIDE INDEMNIFICATION INSURANCE FOR ITS BOARD MEMBERS AND THE BOARD SHALL APPROVE THE AMOUNT AND LIMITS OF SUCH INSURANCE POLICY. THE CORPORATION WILL INDEMNIFY A PERSON ONLY IF HE ACTED IN GOOD FAITH AND REASONABLY BELIEVED THAT HIS CONDUCT WAS IN THE CORPORATION'S BEST INTERESTS. IN THE CASE OF A CRIMINAL PROCEEDING, THE PERSON MAY BE INDEMNIFIED ONLY IF HE HAD NO REASONABLE CAUSE TO BELIEVE HIS CONDUCT WAS UNLAWFUL. ARTICLE 9: CODE OF ETHICS 9.01. THE CORPORATION AND ITS DIRECTORS AND EMPLOYEES WILL COMPLY WITH THE FOLLOWING CODE IN ALL OF THEIR ACTIONS. NO DIRECTOR, OFFICER OR EMPLOYEE OF THE CORPORATION SHALL: A) ACT IN VIOLATION OF THESE BYLAWS OR A BINDING OBLIGATION OF THE CORPORATION. B) ACT WITH THE INTENTION OF HARMING THE CORPORATION OR ANY OF ITS OPERATIONS. C) ACT IN SUCH A MANNER THAT WOULD MAKE IT UNNECESSARILY DIFFICULT TO CARRY ON THE INTENDED OR ORDINARY BUSINESS OF THE CORPORATION. D) RECEIVE IMPROPER PERSONAL BENEFIT FROM THE OPERATION OF THE CORPORATION. E) USE THE ASSETS OF THIS CORPORATION, DIRECTLY OR INDIRECTLY, FOR ANY PURPOSE OTHER THAN CARRYING ON THE BUSINESS OF THIS CORPORATION. F) WRONGFULLY TRANSFER OR DISPOSE OF CORPORATION PROPERTY, INCLUDING INTANGIBLE PROPERTY SUCH AS GOODWILL. G) USE THE NAME OF THE CORPORATION (OR ANY SUBSTANTIALLY SIMILAR NAME) OR ANY TRADEMARK OR TRADE NAME ADOPTED BY THE CORPORATION, EXCEPT ON BEHALF OF THE CORPORATION IN THE ORDINARY COURSE OF THE CORPORATION'S MISSION. |
| FORM 990, PART VI, SECTION A, LINE 4 | ARTICLE 10: OPERATIONS AND FINANCIAL AUTHORITIES 10.01. EXECUTION OF DOCUMENTS - UNLESS SPECIFICALLY AUTHORIZED BY THE BOARD OF DIRECTORS OR AS OTHERWISE REQUIRED BY LAW, ALL FINAL CONTRACTS, DEEDS, CONVEYANCES, LEASES, PROMISSORY NOTES, OR LEGAL WRITTEN INSTRUMENTS EXECUTED IN THE NAME OF AND ON BEHALF OF THE CORPORATION SHALL BE SIGNED AND EXECUTED BY THE EXECUTIVE DIRECTOR OR THE BOARD PRESIDENT (OR SUCH OTHER PERSON DESIGNATED BY THE PRESIDENT OR BOARD OF DIRECTORS). ALL CONVEYANCES OF LAND BY DEED SHALL BE SIGNED BY THE PRESIDENT OR TWO OTHER MEMBERS OF EXECUTIVE COMMITTEE AND MUST BE APPROVED BY A RESOLUTION OF THE BOARD OF DIRECTORS. 10.02. DISBURSEMENT OF FUNDS - FINANCIAL TRANSACTIONS WHICH EXCEED $2,500 (IF NOT INCLUDED IN THE ANNUAL BUDGET) SHALL REQUIRE MAJORITY APPROVAL OF THE BOARD OF DIRECTORS OR BOARD EXECUTIVE COMMITTEE, IF A MAJORITY OF THE BOARD OF DIRECTORS IS NOT IMMEDIATELY AVAILABLE TO VOTE ON THE TRANSACTION. IN ALL OTHER TRANSACTIONS, THE EXECUTIVE DIRECTOR MAY DISPENSE THE FUNDS OF THE CORPORATION IN ACCORDANCE WITH EXPENDITURES APPROVED BY THE BOARD OF DIRECTORS AND THE PURPOSES OF THE CORPORATION. NOTWITHSTANDING THE ABOVE, ALL CHECKS OF MORE THAN $1,000 DISBURSING FUNDS FROM ANY OF THE CORPORATION'S ACCOUNTS SHALL REQUIRE THE SIGNATURES OF AT LEAST TWO INDIVIDUALS AUTHORIZED BY BOARD RESOLUTION. FOR PURPOSES OF THIS CLAUSE, "SIGNATURE" SHALL INCLUDE ELECTRONIC APPROVAL. 10.03. CONTRACTS - THE BOARD OF DIRECTORS MAY AUTHORIZE AN OFFICER, 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 INSTRUMENTS IN THE NAME AND ON BEHALF OF THE ORGANIZATION. SUCH AUTHORITY MAY BE GENERAL OR CONFINED TO SPECIFIC INSTANCES. 10.04. DEPOSITS - ALL FUNDS OF THE CORPORATION SHALL BE DEPOSITED TO THE CREDIT OF THE CORPORATION IN BANKS, TRUST COMPANIES, OR OTHER DEPOSITORIES SELECTED BY THE BOARD OF DIRECTORS. 10.05. CHECKS AND DRAFTS - ALL CHECKS, DRAFTS, OR ORDERS FOR THE PAYMENT OF MONEY, NOTES OR OTHER EVIDENCES OF INDEBTEDNESS ISSUED IN THE NAME OF THE CORPORATION SHALL BE SIGNED BY SUCH OFFICER OR OFFICERS, AGENT OR AGENTS OF THE ORGANIZATION AND IN SUCH MANNER AS DETERMINED BY THE BOARD OF DIRECTORS. IN THE ABSENCE OF SUCH DETERMINATION, SUCH INSTRUMENTS SHALL BE SIGNED BY THE TREASURER AND COUNTER SIGNED BY THE PRESIDENT OR VICE PRESIDENT OF THE ORGANIZATION. 10.06. GIFTS - THE BOARD OF DIRECTORS MAY ACCEPT ON BEHALF OF THE ORGANIZATION ANY CONTRIBUTION, GIFT, BEQUEST, OR DEVISE FOR THE GENERAL PURPOSE OR FOR ANY SPECIAL PURPOSE OF THE ORGANIZATION. RECEIPT OF ALL DESIGNATED GIFTS SHALL BE AT THE DISCRETION OF THE BOARD OF DIRECTORS. 10.07. LOANS - THE CORPORATION WILL MAKE NO LOANS TO ANY OF ITS DIRECTORS OR OFFICERS. 10.08. FISCAL YEAR - THE FISCAL YEAR OF THE CORPORATION SHALL BE THE CALENDAR YEAR. ARTICLE 11: MINUTES, BOOKS AND RECORDS 11.01. MINUTES & RECORDS - THE CORPORATION WILL KEEP CORRECT AND COMPLETE RECORDS OF ACCOUNT AND WILL ALSO KEEP MINUTES OF THE PROCEEDINGS OF THE BOARD MEETINGS AND COMMITTEES. THE CORPORATION WILL KEEP AT ITS PRINCIPAL PLACE OF BUSINESS THE ORIGINAL OR A COPY OF ITS BYLAWS, INCLUDING AMENDMENTS TO DATE CERTIFIED BY THE SECRETARY OF THE CORPORATION. 11.02. INSPECTION - ALL BOOKS AND RECORDS OF THE ORGANIZATION MAY BE INSPECTED BY ANY DIRECTOR OR OFFICER, OR HIS AGENT OR ATTORNEY, FOR ANY PURPOSE AT ANY REASONABLE TIME. ARTICLE 12: CONFLICT OF INTEREST 12.01. DUTY OF LOYALTY - THE DIRECTORS OF THE CORPORATION OWE A DUTY OF LOYALTY TO THE ORGANIZATION WHICH REQUIRES THAT IN SERVING THE CORPORATION THEY ACT, NOT IN THEIR PERSONAL INTERESTS OR IN THE INTERESTS OF OTHERS, BUT RATHER SOLELY IN THE INTERESTS OF THE CORPORATION. DIRECTORS MUST HAVE UNDIVIDED ALLEGIANCE TO THE CORPORATION'S MISSION AND MAY NOT USE THEIR POSITIONS AS DIRECTORS, INFORMATION THEY HAVE ABOUT THE CORPORATION, OR THE CORPORATION'S PROPERTY, IN A MANNER THAT ALLOWS THEM TO SECURE A PECUNIARY BENEFIT FOR THEMSELVES OR THEIR RELATIVES (FOR THE PURPOSE OF THIS POLICY, RELATIVE MEANS SPOUSE, PARENTS, SIBLINGS, CHILDREN, GRANDCHILDREN, THE SPOUSES OF CHILDREN AND GRANDCHILDREN, AND ANY OTHER BLOOD RELATIVE, IF THE LATTER RESIDES IN THE SAME HOUSEHOLD.) 12.02. DISCLOSURE - BUSINESS TRANSACTIONS OF THE CORPORATION IN WHICH A DIRECTOR HAS AN INTEREST SHALL NOT BE PROHIBITED, BUT THEY SHALL BE SUBJECT TO CLOSE SCRUTINY. SUCH PROPOSED TRANSACTIONS SHALL BE REVIEWED CAREFULLY TO DETERMINE THAT THEY ARE IN THE BEST INTERESTS OF THE CORPORATION AND THAT THEY WILL NOT LEAD TO CONFLICT OF INTEREST. FOR THE PURPOSES OF THIS POLICY, A DIRECTOR HAS AN INTEREST IN A PROPOSED TRANSACTION IF HE/SHE HAS A SUBSTANTIAL FINANCIAL INTEREST IN IT, OR HAS A SUBSTANTIAL FINANCIAL INTEREST IN ANY ORGANIZATION INVOLVED IN THE PROPOSED TRANSACTION, OR HOLDS A POSITION AS TRUSTEE, DIRECTOR, GENERAL MANAGER, OR PRINCIPAL OFFICER IN ANY SUCH ORGANIZATION. PRIOR TO THE START OF ANY NEGOTIATIONS, OR CONSIDERATION OF ANY PROJECT BY THE ORGANIZATION, DIRECTORS ARE EXPECTED TO MAKE FULL DISCLOSURE TO THE BEST OF THEIR KNOWLEDGE OF ANY SUBSTANTIAL FINANCIAL INTEREST IN A PROPOSED TRANSACTION BY SUBMITTING A REPORT TO THE BOARD CHAIR OR OTHER OFFICER DESIGNATED BY THE BOARD TO HANDLE SUCH MATTERS, SUPPLYING ANY REASONS WHY THE TRANSACTION MIGHT NOT BE IN THE BEST INTEREST OF THE CORPORATION. IN MATTERS REQUIRING PRIOR APPROVAL OF THE BOARD OF DIRECTORS, THE PRESIDENT OR OTHER OFFICER SHALL FORWARD COPIES OF THIS DISCLOSURE REPORT TO THE BOARD BEFORE ITS APPROVAL. 12.03. VOTING - A DIRECTOR WITH A SUBSTANTIAL INTEREST IN A PROPOSED TRANSACTION SHALL NOT VOTE ON THE MATTER AND, DEPENDING UPON THE CIRCUMSTANCES, MAY BE EXCLUDED FROM ANY DISCUSSION OF THE MATTER. 12.04. INSIDE INFORMATION - A DIRECTOR SHALL NOT USE INSIDE INFORMATION OF THE CORPORATION FOR HIS/HER PERSONAL BENEFIT, OR USE SUCH INSIDE INFORMATION OR HIS/HER POSITION AS DIRECTOR TO THE DETRIMENT OF THE CORPORATION. INSIDE INFORMATION IS INFORMATION OBTAINED THROUGH THE DIRECTOR'S POSITION THAT HAS NOT BECOME PUBLIC INFORMATION. 12.05. INTERESTS - EACH DIRECTOR HAS A DUTY TO PLACE THE INTERESTS OF THE CORPORATION FOREMOST IN ANY DEALINGS INVOLVING THE ORGANIZATION AND HAS A CONTINUING RESPONSIBILITY TO COMPLY WITH THE REQUIREMENTS OF THIS POLICY. |
| FORM 990, PART VI, SECTION A, LINE 4 | ARTICLE 13: AMENDMENTS 13.01. BYLAWS - THESE BY-LAWS MAY BE ALTERED OR AMENDED IN WHOLE OR IN PART, OR REPEALED AND NEW BYLAWS MAY BE ADOPTED BY AN AFFIRMATIVE VOTE OF TWO-THIRDS MAJORITY OF THE CURRENT BOARD OF DIRECTORS. AT LEAST 30 DAYS WRITTEN NOTICE SHALL BE GIVEN OF AN INTENTION TO ALTER, AMEND, OR REPEAL THESE BY-LAWS OR TO ADOPT NEW BY-LAWS AT SUCH MEETING, AND SUCH NOTICE CONTAINS A STATEMENT OF THE NATURE OF THE PROPOSED AMENDMENT(S), AND SHALL BECOME EFFECTIVE UPON ADOPTION. ARTICLE 14: DISSOLUTION OR SALE OF ASSETS 14.01. DISSOLUTION - A UNANIMOUS VOTE OF THE BOARD OF DIRECTORS SHALL BE REQUIRED TO DISSOLVE THE CORPORATION. UPON DISSOLUTION OF THE CORPORATION, ANY ASSETS REMAINING AFTER PAYMENT OF OR PROVISION FOR ITS DEBTS AND LIABILITIES SHALL, CONSISTENT WITH THE PURPOSES OF THE ORGANIZATION, BE PAID OVER TO CHARITABLE ORGANIZATIONS EXEMPT UNDER THE PROVISIONS OF SECTION 501 (C)(3) OF THE U.S. INTERNAL REVENUE CODE OR CORRESPONDING PROVISIONS OF SUBSEQUENTLY ENACTED FEDERAL LAW. NO PART OF THE NET ASSETS OR NET EARNINGS OF THE CORPORATION SHALL INURE TO THE BENEFIT OF OR BE PAID OR DISTRIBUTED TO AN OFFICER, DIRECTOR, MEMBER, EMPLOYEE, OR DONOR OF THE CORPORATION. |
| FORM 990, PART VI, SECTION B, LINE 11 | THE FINANCE COMMITTEE REVIEWS THE 990, THEN SUBMITS IT TO THE COMPLETE BOARD FOR APPROVAL. |
| FORM 990, PART VI, SECTION B, LINE 12C | BOARD MEMBERS ARE EMAILED DOCUMENTS CONCERNING BOARD GOVERNANCE AND IT IS DISCUSSED DURING BOARD MEETINGS. ADDITIONALLY, THERE IS A BOARD ORIENTATION FOR NEW MEMBERS. |
| FORM 990, PART VI, SECTION B, LINE 15 | SALARIES FOR ALL EMPLOYEES ARE BASED ON RESPONSIBILITY AND LIKE POSITIONS. ALL SALARIES ARE APPROVED BY THE BOARD. |
| FORM 990, PART VI, SECTION C, LINE 19 | THE INFORMATION IS AVAILABLE FOR PUBLIC INSPECTION THROUGH GUIDESTAR, A WEBSITE DESIGNED FOR TAX EXEMPT ORGANIZATIONS. UPON REQUEST, THE INFORMATION IS MADE AVAILABLE ONSITE. |
| FORM 990, PART XII, LINE 2C | THE ORGANIZATION'S PROCESS FOR ASSUMING RESPONSIBILITY FOR OVERSIGHT OF THE AUDIT, REVIEW, OR COMPILATION OF ITS FINANCIAL STATEMENTS AND THE SELECTION OF AN INDEPENDENT AUDITOR HAVE NOT CHANGED FROM THE PRIOR YEAR. |
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