Bylaws of the Tres Islas Orphanage Fund
Amended January 2, 2016
Incorporation and Offices
Section 1. Incorporation
The Tres Islas Orphanage Fund (Fund) is a nonprofit corporation currently registered in the State of Idaho. The board of directors may amend the Fund's articles of incorporation or change the Fund's state of incorporation as deemed necessary or convenient for the continuing operation of the Fund. Such changes shall not require an amendment of these bylaws.
Section 2. Principal Office and Change of Address
The principal office of the Fund is located in Kootenai County, State of Idaho. The designation of the Fund's principal office and principal agent may be changed by the board of directors and such. changes shall not require an amendment of these bylaws.
Section 3. Other Offices
The Fund may also have offices at such other places, within or without its state of incorporation, where it is qualified to do business, as its business and activities may require, and as the board of directors may, from time to time, designate.
Section 1. IRC Section 50l(c)(3) Purposes
The Fund is organized exclusively for one or more of the purposes as specified in Section 501(c)(3) of the Internal Revenue Code, including, for such purposes, the making of distributions to organizations that qualify as exempt organizations under Section 50l(q)(3) ofthe Internal Revenue Code.
Section 2. Specific Objectives and Purposes
The specific objectives and purposes of the Fund shall be: to raise money for and to first provide food, then, in no specific order, provide school supplies, shoes, items for personal hygiene, clothing, educational and medical needs for children in orphanages in Mexico. It shall also strive to upgrade the orphanages' living standards pertaining to health, safety and general welfare by improving living conditions such as providing, repairing, replacing and/or upgrading bathrooms, kitchens and sewage systems and providing safe and useable playground/exercise areas for the children in the orphanages. The selection of orphanages to be beneficiaries of the Fund shall be based on need as determined by the board of directors. The Fund may engage in any activities that are necessary or incidental to carrying out its objectives and purposes. All endeavors of solicitation on behalf of the Fund shall be on a voluntary, goodwill basis by the Fund's directors, officers or volunteers.
Section 1. Number of Directors
The Fund shall have four ( 4) directors and collectively they shall be known as the board of directors. The board may by a majority of directors then in office increase or decrease the number of directors, provided that, the number of directors shall never be less than four ( 4) directors.
Section 2. Qualifications
All directors must be individuals. Directors shall be required to contribute a minimum of $150.00 US dollars annually to the Fund.
Section 3. Powers
Subject to the provisions of the laws of the state of the Fund's incorporation and any limitations in the articles of incorporation and these bylaws, the activities and affairs of the Fund shall be conducted, and all corporate powers granted shall be exercised, by or under the direction of the board of directors.
Section 4. Duties
It shall be the duty of the directors to:
- Perform any and all duties imposed on them collectively or individually by law, by the articles of incorporation, or by these bylaws;
- Meet at such times and places as required by law or these bylaws;
- Register their personal contact information with the secretary of the Fund, and any notices of meetings mailed, telephoned, telegraphed or communicated via other electronic means to them at such addresses shall be valid notices thereof.
Section 5. Term of Office, Resignation and Removal
- Directors Term of Office. Except as provided in Section 5b of this Article, the term of office of the directors shall be for three (3) year terms.
- Current Directors Term of Office. The terms ofthe directors holding office at the time of the amendment of these bylaws shall expire at the end of the day as follows:
Julie Foster: December 31, 2018
Matthew Domines: December 31, 2017
Connie Montanye: December 31, 2018
Phyllis Allen: December 31, 2017
- Successive Terms. Directors may be elected for successive terms.
- Directors Successors. Each director shall hold office until his or her successor is elected and qualifies.
- Resignation. Any director may resign effective upon giving written notice to the president, the secretary, or the board of directors, unless the notice specifies a later time for the effectiveness of such resignation. If a resignation is made effective at a future date, the board may fill the pending vacancy before the effective date if the board provides that the successor does not take office until the resignations effective date. No director may resign if the Fund would then be left without a duly elected director or directors in charge of its affairs, except upon notice to the office of the attorney general or other appropriate agency of the state of the Fund's incorporation.
- Removal of Director. As permitted by and in accordance with the laws of the state of the Fund's incorporation, a director may be removed from office, with or without cause. A director elected by the board may be removed without cause by the vote of at least two-thirds (2/3) of the directors then in office.
Section 6. Compensation
All directors of the Fund shall serve as volunteers, without monetary or other compensation. They shall neither accept nor derive monetary or materialistic benefit from any monies raised on behalf of the Fund. Neither shall they accrue or accept any monetary or materialistic promotion for themselves, their families or their friends or on behalf of their professional livelihood from work performed on behalf of the Fund.
Section 7. Election of Directors
During the last quarter of each calendar year, the board of directors shall elect directors to replace those whose terms, if any, will expire at the end of the calendar year. This election shall take place during a regular meeting of the directors, called in accordance with the provisions of these bylaws. New directors shall be elected by a majority of directors present at such a meeting. If a quorum is not present, new directors shall be elected by a majority of directors present at such a meeting. Directors so elected shall serve a term beginning on the first day of the next calendar year.
Section 8. Place of Meetings
Board of director meetings may be held in or out of the state of the Fund's incorporation. Any or all directors may participate in a regular or special meeting by, or conduct the meeting through the use of, any means of communication by which all directors participating may simultaneously hear each other during the meeting.
Section 9. Regular Meetings
A majority of the board of directors may set the date, time and place of regular meetings. The board shall meet at least quarterly during each calendar year. The January regular meeting shall be the board's annual reorganization meeting.
Section 10. Special Meetings
Special meetings of the board of directors may be called by the president or by any two directors.
Section 11. Notice of Meetings
Unless otherwise provided by the articles of incorporation, these bylaws, or provisions of law, the following provisions shall govern the giving of notice for meetings of the board of directors:
- Regular Meetings. No notice need be given of any regular meeting ofthe board of directors.
- Special Meetings. At least 48 hours notice shall be given by the secretary of the Fund to each director of each special meeting of the board. Such notice may be oral or written, may be given personally, by first class mail, by telephone, by email or by facsimile machine, and shall state the place, date, and time of the meeting and the matters proposed to be acted upon at the meeting.
- Removal of Director or Amendment of Articles of Incorporation. Any board action to remove a director or to amend the Fund's articles of incorporation shall not be valid unless each director is given at least seven (7) days' written notice that the matter will be voted upon at a director's meeting.
- Waiver of Notice. Whenever any notice of a meeting is required to be given to any director of the Fund under provisions of the articles of incorporation, these bylaws, or the provisions oflaw, a waiver of notice in writing signed by the director, whether before, during or after the meeting, shall be equivalent to the giving of such notice. Such waiver shall be filed with the meeting minutes.
Section 12. Quorum for Meetings
A quorum shall consist of a majority of the directors. Except as otherwise provided under the articles of incorporation, these bylaws, or provisions of law, no business shall be considered by the board at any meeting at which the required quorum is not present, and the only motion which the chair shall entertain at such meeting is a motion to adjourn.
Section 13. Majority Action as Board Action
Every act or decision done or made by a majority vote of the directors present at a meeting duly held at which a quorum is present is the act of the board of directors, unless the articles of incorporation, these bylaws, provisions of law or the board require a greater percentage or different voting rules for approval of a matter by the board.
Section 14. Conduct of Meetings
Meetings of the board of directors shall be presided over by the president of the Fund, or, in his or her absence, by the vice president of the Fund, or in the absence of each of these persons, by a person chosen by a majority of the directors present at the meeting. The secretary of the Fund shall act as secretary of all meetings of the board, provided that, in his or her absence, the presiding officer shall appoint another person to act as secretary of the meeting.
Meetings shall be governed by Robert's Rules of Order, insofar as such rules are not inconsistent with or in conflict with the articles of incorporation, these bylaws, or with provisions of law.
Section 15. Committees
- Creation. A majority of the board of directors may by resolution create and abolish committees at any time for any purpose it deems necessary. Each committee shall have at least two (2) directors as members who are approved by the board. The board may appoint other individuals to a committee who are not members of the board and fix the size, scope and duration of the committee.
- Committees Authority. Any committee created by the board shall act in an advisory capacity to the board and may not exercise any of the corporate powers of the board of directors. The other provisions of these bylaws governing the notice, conduct, compensation, voting and waivers of meetings are applicable to committees of the board and the committee members as well.
Section 16. Vacancies
Vacancies on the board of directors shall exist: (1) on the death, resignation, disqualification or removal of any director, or (2) whenever the number of authorized directors is increased. Unless otherwise prohibited by the articles of incorporation, these bylaws, or provisions of law, vacancies on the board may be filled by approval of the board of directors. If the number of directors then in office is less than a quorum, a vacancy on the board may be filled by approval of a majority of the directors then in office or by a sole remaining director. The term of a director filling a vacancy expires at the end of the unexpired term that such director is filling or until his or her death, resignation, disqualification or removal from office, whichever occurs first.
Section 17. Nonliability of Directors
The directors shall not be personally liable for the debts, liabilities, or other obligations of the Fund.
Section 18. Insurance for Fund Agents
Except as may be otherwise provided under provisions of law, the board of directors may adopt a resolution authorizing the purchase and maintenance of insurance on behalf of any agent of the Fund (including a director, officer or other agent of the Fund) against liabilities asserted against or incurred by the agent in such capacity or arising out of the agent's status as such, whether or not the Fund would have the power to indemnify the agent against such liability under the articles of incorporation, these bylaws, or provisions of law.
Section 1. Designation of Officers
The officers of the Fund shall be a president, a vice president, a secretary, and a treasurer. The Fund may also have such officers with such titles as may be determined from time to time by the board of directors. A director may also serve as an officer of the Fund. Any two (2) offices may be held by the same person, except the offices of president and treasurer.
Section 2. Qualifications
All officers must be individuals. Officers shall be required to contribute a minimum of $150.00 US dollars annually to the Fund, provided however, that this qualification is waived if a director is appointed as an officer of the Fund and such director has met this qualification as a director.
Section 3. Election and Term of Office
Officers shall be elected by the board of directors. The board of directors shall determine an officer's term of office. Each officer shall hold office until he or she resigns or is removed or is otherwise disqualified to serve, or until his or her successor shall be elected by the board and qualified, whichever occurs first.
Section 4. Removal and Resignation
Any officer may be removed, either with or without cause, by the board of directors, at any time. Any officer may resign at any time by giving written notice to the board of directors or to the president or secretary of the Fund. Any such resignation shall take effect at the date of receipt of such notice or at any later date specified therein, and, unless otherwise specified therein, the board's acceptance of such resignation shall not be necessary to make it effective.
Section 5. Vacancies
Any vacancy caused by the death, resignation, removal, disqualification, or otherwise, of any officer shall be filled by the board of directors.
Section 6. Duties of President
The president shall preside at all meetings of the board of directors. The president shall, subject to the control of the board of directors, supervise and control the affairs of the Fund and the activities of the officers. He or she shall perform all duties incident to his or her office and such other duties as may be required by law, by the articles of incorporation, or by these bylaws, or which may be prescribed from time to time by the board of directors.
Section 7. Duties of Vice President
In the absence of the president, or in the event of his or her inability or refusal to act, the vice president shall perform all the duties of the president, and when so acting shall have all the powers of, and be subject to all the restrictions on, the president. The vice president shall have other powers and perform such other duties as may be prescribed by law, by the articles of incorporation, by these bylaws, or as may be prescribed by the board of directors.
Section 8. Duties of Secretary
The secretary shall:
Keep in his or her possession or at such other place as the board may determine the original, or a copy, of these bylaws as amended or otherwise altered to date.
Keep in his or her possession or at such other place as the board may determine, a book of minutes of all meetings of the directors and committees, recording therein the time and place of holding, whether regular or special, how called, how notice thereof was given, the names of those present or represented at the meeting, and the proceedings thereof.
Ensure that any supporting documents pertaining to meetings, minutes, and consents are recorded in the corporate records of the Fund.
See that all notices are duly given in accordance with the provisions of these bylaws or as required by law.
Keep in his or her possession or at such other place as the board may determine the records of the Fund.
Exhibit at all reasonable times to any director of the Fund, or to his or her agent or attorney, on request therefor, the bylaws, and the minutes of the proceedings of the directors of the Fund.
In general, perform all duties incident to the office of secretary and such other duties as may be required by law, by the articles of incorporation, or by these bylaws, or which may be assigned to him or her from time to time by the board of directors.
Section 9. Duties of Treasurer
The treasurer shall:
Have charge and custody of, and be responsible for, all funds and securities of the Fund, and deposit all such funds in the name of the Fund in such banks, trust companies, or other depositories as shall be selected by the board of directors.
Receive receipts from any source whatsoever for monies due and payable from the Fund.
Disburse, or cause to be disbursed, the funds of the Fund as may be authorized or directed by the board of directors, taking proper vouchers for such disbursements.
Keep and maintain adequate and correct accounts of the Fund's properties and business transactions, including accounts of its assets, liabilities, receipts, disbursements, gains, and losses.
Exhibit at all reasonable times the books of account and financial records to any director of the Fund, or to his or her agent or attorney, on request therefor.
Render to the directors, whenever requested, an account of any or all of his or her transactions as treasurer and of the fmancial condition of the Fund.
Prepare and certify the financial statements to be included in any required reports, including any annual or periodic report required under law to be prepared and delivered to an office of the state of the Fund's incorporation or the federal government within the time limits set by law.
In general, perform all duties incident to the office of treasurer and such other duties as may be required by law, by the articles of incorporation ofthe Fund, or by these bylaws, or which may be assigned to him or her from time to time by the board of directors.
Section 10. Compensation
All officers of the Fund shall serve as volunteers, without monetary or other compensation. They shall neither accept nor derive monetary or materialistic benefit from any monies raised on behalf of the Fund. Neither shall they accrue or accept any monetary or materialistic promotion for themselves, their families or their friends or on behalf of their professional livelihood from work performed on behalf of the Fund.
Execution of Instruments, Deposits, and Funds
Section 1. Execution of Instruments
The board of directors, except as otherwise provided in these bylaws, may by resolution authorize any officer or agent of the Fund to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Fund, and such authority may be general or confined to specific instances. Unless so authorized, no officer or agent shall have any power or authority to bind the Fund by any contract or engagement or to pledge its credit or to render it liable monetarily for any purpose or in any amount.
Section 2. Checks and Notes
Except as otherwise specifically determined by resolution of the board of directors, or as otherwise required by law, checks, drafts, promissory notes, orders for the payment of money, and other evidence of indebtedness of the Fund shall be signed by the treasurer.
Section 3. Deposits
All funds received by the Fund shall be deposited from time to time to the credit of the Fund in such banks, trust companies, or other depositories as the board of directors may select.
Section 4. Gifts
The board of directors may accept on behalf of the Fund any contribution, gift, bequest, or devise for the nonprofit purposes of the Fund.
Section 1. Purchasing/Accounting Procedure
Upon receiving any goods or services financed by the Fund, the original receipts or a facsimile of such receipts shall be forwarded to the board and shall remain in the files of the Fund for a reasonable time for accounting purposes. The receipt must include the specific monetary amount and date the items were received or improvements were made. The orphanage director or caregiver must also sign and stamp a Fund itemization sheet for each purchase as a proof of purchase.
Section 2. Donor Annual Report
At the end of each year the board shall prepare and distribute an annual report to each donor who has contributed to the Fund that year.
Section 3. Dissolution
In the event the Fund should permanently dissolve, all orphanages being served by the Fund and donors contributing to the Fund must be notified, in writing, at least six months prior to such action. Any funds remaining in the Fund at that time of dissolution shall be disbursed at the board's discretion to the orphanages then being served by the Fund, which discretion shall be guided by the specific objectives and purposes of the Fund as outlined in Article 2, Section 2, of these bylaws.
Amendment of Bylaws
Except as may otherwise be specified under provisions of law, these bylaws may be altered, amended, or repealed and new bylaws adopted by approval of the board of directors.
Construction and Terms
If there is any conflict between the provisions of these bylaws and the articles of incorporation of the Fund or any provision of law, the provisions of the articles of incorporation or the applicable provision of law shall govern.
Should any of the provisions or portions of these bylaws be held unenforceable or invalid for any reason, the remaining provisions and portions of these bylaws shall be unaffected by such holding.
All references in these bylaws to the articles of incorporation shall be to the articles of incorporation, articles of organization, certificate of incorporation, organizational charter, corporate charter, or other founding document of this Fund filed with an office of the state of the Fund's incorporation and used to establish the legal existence of the Fund.
All references in these bylaws to a section or sections of the Internal Revenue Code shall be to such sections of the Internal Revenue Code of 1986 as amended from time to time, or to corresponding provisions of any future federal tax code.