The Long Walk Home, Inc. Bylaws For A Nonprofit Corporation
1.1 Principal Office. The Long Walk Home, Inc. (TLWH/the Corporation”) was originally incorporated as a not-for-profit organization in the State of Colorado and has operated an office in Key Largo, Florida. The principal offices of the Corporation are now located at 466 Edgewood in Venice, Florida. The Corporation may keep and maintain such other offices, either within or outside the State of Florida, as the Board of Directors may designate or as the business of the Corporation may require from time to time.
1.2 Registered Office. The Corporation shall have and continuously maintain in the State of Florida a registered office and a registered agent whose business office is identical with such registered office. The Corporation may change its registered office or change its registered agent, or both, upon filing a statement in the office of the Florida Secretary of State, or by otherwise complying with the requirements for operating a non-profit organization in the state of Florida.
2. Membership and Dues
2.1 Any individual, family, business, corporation or other entity interested in supporting the basic mission of the organization for membership upon payment of dues as determined by the Board of Directors.
2.2 Memberships shall run on a rolling annual basis from the anniversary date of the first payment of dues Or monthly recurring payments to run indefinitely. Membership shall be terminated by resignation or by non-payment dues.
2.3 The amount of the annual dues and recurring monthly payments for membership shall be voted on by the Board of Directors.
3. Board of Directors
The property, affairs, and business of the Corporation shall be governed by a Board of Directors and managed and conducted by a Chief Executive Officer (CEO). The Board of Directors are referred to herein as the Board. The members of the Board are referred to as Director or Directors.
3.1 Number, Qualifications and Terms. The Directors of the organization shall be natural persons at least eighteen years of age or older. The initial Board members shall be appointed by the incorporator and shall be no less than four (4) and no more than nine (9) unless and until changed by resolution of the Board. The initial Board will serve a staggered term of 1, 2, or 3 years. Directors shall then be elected annually by a majority of the Board after first submitting in writing why they want to serve. A nominating committee shall present a slate of proposed Board members for discussion and approval. Directors shall serve a 3-year term and, if in good standing may be elected to serve two (2) consecutive terms. After serving two consecutive terms, a Director shall be eligible for a new term after at least one year of service on the Board. A Director can resign or be removed because of health reasons, resignation or a majority vote by the Board of Directors.
3.2 Regular Meetings. Regular meetings of the Board shall be held no less than semi-annually on such date, at such time, and at such place as the Board may by resolution determine. Unless otherwise provided by the Act or the Articles, a regular meeting of the Board may be held without notice of the date, time, place or purpose of such meetings if all Directors consent in writing, by phone or email. The Board may make such rules and regulations covering its meetings as it may deem necessary. Meetings may take place in person, via on-line platform or by phone as appropriate.
3.3 Special Meetings. Special meetings of the Board may be called by or at the request of the President, Chief Executive or any Director. Special meetings shall be held at such time and place, as may be designated by the authority calling such meeting; provided that no meeting shall be called outside the State of Florida unless a majority of the Board has so authorized. Notice stating the place, day, and hour of every special meeting shall be given to each member of the Board by emailing or mailing such notice with confirmed receipt of delivery, at least 2 days before the date fixed for the meeting. Unless otherwise provided by the Act or the Articles, the notice of such special meeting need not describe the purpose of the meeting.
3.4 Quorum: Voting. A quorum at all meetings of the Board shall consist of a majority of the Directors then serving. Fewer than a quorum of Directors may adjourn a meeting from time to time without further notice until a quorum is secured. Except as otherwise provided by the Act, the Articles, or these Bylaws, the act of a majority of Directors present at a meeting at which a quorum is present shall be the act of the Board. Voting by proxy is not permitted. A Director who is present at a meeting of the Board is deemed to have assented to all action taken unless: (i) the Director objects at the beginning of the meeting, or promptly upon arrival, to holding the meeting or transacting business at the meeting and does not thereafter vote for or assent to any action taken; (ii) the Director contemporaneously requests that his or her dissent or abstention as to any specific action taken be entered in the minutes of the meeting; or (iii) the Director causes written notice of his or her dissent or abstention as to any specific action to be received by the presiding Officer of the meeting before adjournment or by the Corporation promptly after adjournment. The right of dissent or abstention is not available to a Director who votes in favor of the action taken.
3.5 Committees. The President may designate from among the Board, one or more committees, each of which shall have and may exercise such authority of the Board of Directors in the management of the Corporation as shall be delegated by the President. No such committee shall have the power or authority to authorize distributions; elect, appoint or remove any Director; amend, restate, alter, or repeal the Articles; amend, alter, or repeal these or any other Bylaws of the Corporation; approve a sale, lease, exchange, or other disposition of all or substantially all of the property of the Corporation, with or without goodwill. The Board shall exercise discretionary authority on all matters not specifically covered by these Bylaws.
3.6 Resignation. A Director may resign at any time by giving written notice of resignation to the Board. The resignation is effective when the notice is received by the Corporation unless the notice specifies a later effective date.
3.7 Removal of a Director. A Director may be removed with or without cause by a two-thirds (2/3rds) vote of all of the Directors of the Corporation present at a special meeting of the Board called for that purpose (excluding the Director who is the subject of such removal).
3.8 Attendance. Any Director absent from two consecutive meetings or absent for more than half of the Board meetings without prior notification shall be considered for removal at the discretion of the Board with a two-third majority vote required.
3.9 Action Without a Meeting. Any action required by law to be taken at a meeting of the Board or any committee thereof, or any other action which may be taken at a meeting of the Board, or any committee thereof, may be taken without a meeting if all members of the Board consent here-to in writing or by such other vote. Any such writings may be received by electronically transmitted facsimile, wireless or electronic communication providing the Corporation with a complete description of the action, justification and outcomes or implications to the organization. The means of approval or disapproval of such actions shall be documented as well as the actual consent or dissent. Actions may, from time to time, warrant a copy of signatures to confirm a vote. Actions taken shall be effective when the last writing necessary to affect the action is received by the Corporation unless the writings set forth a different effective date. Any Director who has signed a writing may revoke it by a writing signed, dated and stating the prior vote is revoked. However, such writing must be received by the Corporation before the last writing necessary to affect the action is received. All such actions shall have the same effect as action taken at a meeting.
3.10 Compensation and Reimbursement. Directors will not be compensated for their service on the Board. Directors may be reimbursed for expenses related to carrying out duties and responsibilities of the Board. Such expenses may include food, travel, accommodations, and, on occasion, Board development training and conferences previously included in the organization’s annual budget.
3.11 Methods of Notice. Any notice required by the Articles of Incorporation or these Bylaws shall be given personally, by mail to each Director’s business or home address, or by notice transmitted by telephone, private courier, e-mail, electronically transmitted facsimile or other form of wire or wireless communication. If mailed and if in a comprehensible form, such notice shall be deemed to be given and to be effective on the earliest of: (i) the date received; (ii) five days after such notice is deposited in the United States mail, properly addressed, with first class postage prepaid; (iii) the date shown on the return receipt, if mailed by registered or certified mail return receipt requested, provided that the return receipt is signed by the Director to whom the notice is addressed; or (iv) ten days after its deposit in the United States mail, as evidenced by the postmark, if mailed correctly addressed and with other than first class, registered or postage affixed. If notice is given by private courier or a form of wire or wireless communication, such notice shall be deemed to be given and to be effective when received by the Director. With respect to an electronically transmitted facsimile, such notice shall be deemed to be given and effective upon the sender’s receipt of a facsimile transmission confirmation report. If a Director has designated in writing one or more reasonable addresses or facsimile numbers for delivery of notice, notice sent by mail, electronically transmitted facsimile or other form of wire or wireless communication shall not be deemed to have been given or to be effective unless sent to such addresses or facsimile numbers, as the case may be.
3.12 Waiver of Notice. A Director may waive notice of a meeting before the time and date of the meeting by a writing signed by the Director. Such waiver shall be delivered to the corporate Secretary for filing with the corporate records, but such delivery and filing shall not be conditions to the effectiveness of the waiver. Further, a Director’s attendance at or participation in a meeting waives any required notice of the meeting unless at the beginning of the meeting, or promptly upon the Director’s later arrival, the Director objects to holding the meeting or transacting business at the meeting because of lack of notice or defective notice and does not thereafter vote for or assent to action taken at the meeting.
4.1 General. The Officers of the Corporation shall be a President, Vice President, Secretary, and Treasurer, and all such other Officers as determined by the Board of Directors by resolution from time to time. All Officers shall be natural persons who are eighteen years or older. An Officer must be a Director; the same individual may simultaneously hold more than one office in the Corporation.
4.2 Powers and Duties. The Officers of the Corporation shall exercise and perform the respective powers, duties, and functions as are stated below and as may be assigned to them by the Board.
4.2.1 President. The President shall preside at all meetings of the Corporation’s Board of Directors, serve as the Chief Volunteer of the organization, is a partner with the Chief Executive Officer in achieving the organization’s mission, and provide leadership to the Board of Directors, who sets policy and to whom the Chief Executive is accountable. The President shall encourage the Board’s role in strategic planning, discuss issues confronting the organization with the Chief Executive, help guide and mediate Board actions with respect to organizational priorities and governance concerns, monitor financial planning and financial reports, and play a leading role in fundraising activities. On an annual basis or as needed, the President shall formally evaluate the performance of the Chief Executive and informally evaluate the effectiveness of the Board members, and the performance of the organization in achieving its mission. The President, with input from the Board and Chief Executive Officer, shall determine the need for committees and appoint an appropriately qualified chair-person.
4.2.2 Vice President. In the absence or disability of the President or when so directed by the President, the Vice President may perform all the duties of the President, and, when so acting, shall have all the powers of, and be subject to all the restrictions upon, the President. The Vice President shall perform other such duties as may be assigned by the Board or the President.
4.2.3 Secretary. The Secretary shall prepare and maintain accurate minutes of the meetings of the Corporation’s Directors and its Board and of appropriate committees of the Board and, with support from and agreement with the Chief Executive Officer of the Corporation, shall prepare and maintain all corporate records and other information required to be kept by the Corporation pursuant to Section 6.1 hereof; shall bear the responsibility of authenticating the Corporation’s records; shall ensure that all notices are duly given in accordance with provisions of these Bylaws; shall be custodian of the records; and shall perform such additional duties as are incident to such office and as may be assigned to such person by the Board or the President.
4.2.4. Treasurer. The Treasurer shall be the principal financial officer of the board; shall have the charge and custody of and be responsible for all funds and securities of the Corporation, The treasurer shall work in partnership with the Chief Executive Officer or appointed staff person (such as bookkeeper, accountant, finance manager), to deposit such funds in the name of the Corporation in such depositories as shall be designated by the Board; shall keep accurate books of account and records of financial transactions and the condition of the Corporation and shall submit such reports thereof as the Board may from time to time require; and in general, perform all duties incident to such office and such other duties as may from time to time be assigned to such person by an President or by the Board. The treasurer, along with the Executive Committee, will develop the appropriate policies such as co-signing of checks, deposits, and other financial processes. The Treasurer shall make an annual financial report to the Corporation at the annual meeting of the Directors. With the approval of the Board, the Treasurer shall be authorized to engage an outside professional firm to assist in the performance of any of the duties incident to the Treasurer’s office.
4.3 Election and Terms of Offices. All officers shall be elected from among its Board of Directors by a majority vote of the Directors present at the last meeting of the fiscal year. The officers shall hold office for three (3) years, or until their successors are elected and shall be eligible for re-election no more than two (2) consecutive three-year terms in the same capacity.
4.4 Compensation and Reimbursement for Officers. Officers will not be compensated for their service on the Executive Committee. Officers may be reimbursed for expenses related to carrying out duties and responsibilities of the Executive Committee. Such expenses may include food, travel, accommodations, and, on occasion, Board development training and conferences previously included in the organization’s annual budget. A token of appreciation may be provided for Officers and/or Directors for their service to the organization as agreed upon by the President, Treasurer and the CEO and in accordance with the organization’s budget.
4.5 Resignation and Removal. An Officer may resign at any time by giving written notice of resignation to the Board. The resignation is effective when the notice is received by the Corporation unless the notice specifies a later effective date. Any Officer may be removed at any time with or without cause by the Board. Such removal does not affect the contract rights, if any, of the Corporation or of the person so removed. The appointment of an Officer shall not in itself create contract rights.
4.6 Vacancies: Incapacity. A vacancy in any office, however occurring, may be filled by the president with majority concurrence of the Board, for the unexpired portion of the Officer’s term. If an Officer is unable to fulfill his or her duties due to illness or other incapacity, the president shall have the authority to appoint an individual who shall fulfill the duties and shall exercise all of the rights and powers of the incapacitated Officer during his or her incapacity.
5. Standard of Conduct for Directors and Officers.
Each Director and Officer shall perform his or her duties, including without limitation his or her duties as a member of any committee of the Board, in good faith, in a manner the Director or Officer reasonably believes to be in the best interests of the Corporation, and with the care an ordinarily prudent person in a like position would exercise under similar circumstances. ln the performance of his or her duties, a Director or Officer shall be entitled to rely on information, opinions, reports or statements, including financial statements and other financial data, in each case prepared or presented by the following persons: (i) one or more Officers or employees of the Corporation whom the Director or Officer reasonably believes to be reliable and competent in the matters presented; or (ii) legal counsel, a public accountant, or other person as to matters which the Director or Officer reasonably believes to be within such person’s professional or expert competence. However, a Director or Officer shall not be considered to be acting in good faith if the Director or Officer has knowledge concerning the matter in question that would cause such reliance to be unwarranted. A Director or Officer shall not be liable to the Corporation or its Directors for any action the Director or Officer takes or omits to take as a Director or Officer if in connection with such action or omission, the Director or Officer performs his or her duties in compliance with this Section. A Director or Officer, regardless of title, shall not be deemed to be a trustee with respect to the Corporation or with respect to any property held or administered by the Corporation including, without limitation, property that may be subject to restrictions imposed by the donor or transferor of such property.
6. Chief Executive Officer (CEO).
In addition thereto, the Board of Directors shall employ a Chief Executive Officer (or Executive Director) who is professionally qualified to manage all activities of the organization within its strategic direction and in accordance with the policies and budget approved by the Board of Directors. The CEO, subject to the general direction and control of the Board, has the general supervision, direction, and control over the business and affairs of the Corporation and its agents, and employees. The CEO, together with the President or other designee of the Board, shall sign any deeds, leases, mortgages, deeds of trust, or other documents of conveyance or encumbrance of any real property owned by the Corporation and any agreements concerning any affiliation of the Corporation. He or she shall also advise the Board on strategic and governance matters, Board development, provide input to the organization’s strategic direction, serve as the primary representative of the organization in the community and for advocacy purposes, and such other duties as may be assigned by the Board.
7. Corporate Documents. Records. and Finances
7.1 Corporate Records. At a minimum, the Corporation shall keep as permanent records minutes of all meetings of its Board of Directors, a record of all actions taken by the Directors or Board without a meeting and of actions taken by a committee in place of the Board, and a record of all waivers of notices of meetings of Directors, the Board or any committee. The Corporation shall also maintain the following records: (i) appropriate accounting records; (ii) its Articles and Bylaws; (iii) all written communications within the past 3 years to Directors; (iv) a list of the names and business or home addresses of its current Directors and Officers; (v) a copy of its most recent corporate report delivered to the Florida Secretary of State; (vi) all applications received for grants and grants delivered; and (vii) all financial statements and tax returns prepared for periods during the last 3 years.
7.2 Fiscal Year. The fiscal year of the Corporation shall commence on January 1st and terminate on the 31st day of December of each year.
8. Contracts. Loans. Checks. Deposits. Investments and Expenses.
8.1 Contracts. The Board of Directors may authorize any Officer or Officers or agent or agents of the Corporation to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Corporation and such authority may be general or confined to specific instances.
8.2 Loans. No loans shall be made by the Corporation and no evidences of indebtedness shall be issued in its name unless authorized by a resolution of the Board of Directors. Such authority may be general or confined to specific instances. No loans shall be made by the Corporation to its Directors or Officers.
8.3 Checks. Drafts. etc. All checks, drafts, or other orders for the payment of money and notes or other evidences of indebtedness issued in the name of the Corporation shall be signed by such Officer or Officers or agent or agents of the Corporation and in such manner as shall from time to time be determined by resolution of the Board of Directors.
8.4 Deposits. All funds of the Corporation not otherwise employed shall be deposited from time to time to the credit of the Corporation in such banks, trust companies, or other depositories as the Board of Directors may select.
8.5 Investments. The funds of the Corporation shall be invested in such investments as the Board of Directors or any investment manager appointed by the Board of Directors may from time to time select, giving due regard to balancing the need to preserve principal, produce income and capital gain, and achieve long-term growth for the Corporation’s assets.
8.6 Expenses. The Board of Directors shall pay all expenses of the Corporation, including but not limited to custodian, investment management, and accounting fees and charges, first from income (if available), and if not, from the principal assets of the Corporation.
9. Amendments. Bylaws and Articles of Incorporation
9.1 The Board shall have power to make, alter, amend, and repeal the Bylaws of the Corporation by the affirmative vote of a two thirds (2/3rds) majority of the Board of Directors then in office; provided, however, that notice of the proposed amendment or amendments shall have been included in the meeting notice which is given to the members of the Board and, provided, further, that no such action shall be taken that would adversely affect the qualification of the Corporation as an organization that is exempt from Federal income taxation under Code Section 501(a), or as an organization described in Code Section 501(c)(3), contributions to which are deductible under Code Sections 170(c)(2),2055(a)(2) and 2522(a)(2).
9.2 Articles of Incorporation. The Board reserves the right from time to time to amend, alter, change or repeal the Articles of Incorporation by a vote of two thirds (2/3rds) of the Directors present at a meeting called for such purpose pursuant notice provided, however, that no amendment to the Articles of incorporation shall have the effect of giving any Director or Officer of this Corporation any proprietary interest in its property or assets, whether during the terms of its existence or as an incident to its dissolution.
10. Dissolution. The Corporation may be dissolved upon a motion of dissolution and a unanimous vote by the Board of Directors. Upon the dissolution of the Corporation or the winding up of its affairs, the Board of Directors shall, after paying or making provision for the payment of all of the Corporation’s debts, distribute the remaining assets of the Corporation in such manner and to such organization having similar purpose which at that time qualify as exempt organizations under Section 501 (c) (3) of the Code, as the Corporation’s Board of Directors shall determine. Any such assets not so disposed of shall be turned over to the District Court for the State of Florida, for distribution to such organizations having similar purposes which at that time qualify as exempt organizations under Section 501(c)(3) of the Code as said Court shall determine.
11.1 Right to Indemnification. The Corporation shall indemnify any person who was, is, or is threatened to be made a party to any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative or investigative and whether formal or informal (other than an action by or in the right of the Corporation) by reason of the fact that he is or was a Director, Officer, or employee, fiduciary or agent of the Corporation, is or was serving at the request of the Corporation as a Director, Officer, partner, employee, fiduciary, or agent of another corporation, partnership, joint venture, trust, other enterprise or employee benefit plan, against expenses (including attorney fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding, to the extent that and under the circumstances in which the Act permits such indemnification. The Corporation shall indemnify any person who was, is, or is threatened to be made a party to any threatened, pending, or completed action, suit, or proceeding by or in the right of the Corporation to procure a judgment in its favor by reason or the fact that he is or was a Director, Officer, employee, fiduciary or agent of the Corporation, is or was serving at the request of the Corporation as a Director, Officer, partner, employee, fiduciary, or agent of the corporation, partnership, joint venture, trust, other enterprise or employee benefit plan, against expenses (including attorney fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding, to the extent that and under the circumstances in which the Act permits such indemnification.
11.2 Manner of Indemnification. Any indemnification under this Section 10.2 (unless ordered by a court) shall be made as authorized in a specific case upon a determination that indemnification of the Director, Officer, employee, fiduciary, or agent is proper in the circumstances because he has met the applicable standard of conduct set forth in the Act with respect to indemnification of directors. Such determination may be made:
(a) by the Board by a majority vote of a quorum consisting of Directors who were not parties to such action, suit, or proceeding, or
b) if such a quorum is not obtainable, by a majority vote of a committee of the Board designated by the Board, which committee shall consist of two (2) or more Directors who were not parties to the action, suit, or proceeding, except that Directors who were parties to the action suit, or proceeding may participate in the designation of Directors for the committee. If such a quorum is not obtainable or such committee cannot be established pursuant to (a) and (b) above, or even if such quorum is obtained or such committee is designated if such quorum or committee so directs, such determination shall be made: (a) by independent legal counsel selected by vote of the Board of Directors or the committee in the manner specified in (a) or (b) above (as the case may be) or, if a quorum cannot be obtained and a committee cannot be established pursuant to (a) and (b) above, by independent legal counsel selected by a majority vote of the full Board. Authorization of indemnification and evaluation as to reasonableness of expenses may be made in the same manner as the determination that indemnification is properly run by independent legal counsel (as set forth above), authorization of indemnification and evaluation as to reasonableness of expenses may be made by the body that selected said counsel.
11.3 Non-Exclusive Right. The foregoing right of indemnification shall not be deemed exclusive of any other right to which those seeking indemnification may be entitled and shall continue as to a person who has ceased to be a Director, Officer, employee, fiduciary, or agent and shall inure to the benefit of the heirs, executors and administrators of such a person.
11.4 Breach of Fiduciary Duty. The Directors shall not have any personal liability to the Corporation for monetary damages for breach of fiduciary duty as a Director as set forth in C.R.S. 57-123-102(s) and to the extent permitted pursuant to C.R.S. g 7-128-402′
12.1 Seal. The Board may adopt a corporate seal, which may be circular in form and shall contain the name of the Corporation and the words, “Seal, Florida.”
12.2 Conflicts. In the event of any irreconcilable conflict between these Bylaws and the Corporation’s Articles, the latter shall control.
12.3 Definitions. Except as otherwise specifically provided in these Bylaws, all terms used in these Bylaws shall have the same definition as in the Articles.
12.4 Receipt of Notices by the Corporation. Notices, Director writings consenting to action, and other documents or writings shall be deemed to have been received by the Corporation when they are actually received: (1) at the registered office of the Corporation in Florida; (2) at the principal office of the Corporation (as that office is designated in the most recent document filed by the Corporation with the Florida Secretary of State designating a principal office) addressed to the attention of the Secretary of the Corporation; (3) by the Secretary of the Corporation wherever the Secretary may be found; or (4) by any other person authorized from time to time by the Board or the President to receive such writings wherever such person is found.
12.5 Conflicting Interest Transactions. A “conflicting interest transaction” means a contract, transaction, or other financial relationship between the Corporation and a Director or Officer of the Corporation, or between the Corporation and a party related to a Director or Officer, or between the Corporation and an entity in which a Director of the Corporation is a Director or Officer or has a financial interest. For purposes of this Section
12.5 a, ‘party related to a Director” shall mean a spouse, a descendent, an ancestor, a sibling or descendent of a sibling, an estate or trust in which the Director or a party related to the Director has a beneficial interest, or an entity in which a party related to a Director is a Director, Officer, or has a financial interest. A conflicting interest transaction shall not be permitted unless: (i) the material facts as to the Director’s relationship or interest and as to the conflicting interest transaction are disclosed or are known to the Board or the committee of the Board that authorizes, approves, or ratifies the conflicting interest transaction, and the Board or such committee in good faith authorizes, approves, or ratifies the conflicting interest transaction by the affirmative vote of a majority of the disinterested Directors, even though the disinterested Directors are less than a quorum; (ii) the material facts as to the Director’s relationship or interest and as to the conflicting interest transaction are disclosed or are known to the Directors entitled to vote thereon, and the conflicting interest transaction is specifically authorized, approved, or ratified in good faith by a vote of the Directors; or (iii) the conflicting interest transaction is fair as to the Corporation. Any Director or Officer who assents to or participates in the making of any such loan shall be liable to the Corporation for the amount of such loan until the repayment thereof. Notwithstanding anything in this Section 12.5 to the contrary, a conflicting interest transaction that meets the requirements of this Section 12.5 must also be in compliance with the Conflict of Interest policy adopted by the Corporation for the purpose of protecting the Corporation’s tax-exempt organization status.