Corporate Bylaws

BYLAWS OF
CDDB COMMUNITY CHARITY INCORPORATED

 

ARTICLE I – NAME AND PURPOSE

Section 1 – Name: The organization shall be called ‘CDDB Community Charity, Inc.’ hereafter referred to as CDDB and is incorporated as a Missouri non-profit corporation.

Section 2 – Purpose: The Corporation is organized and shall be operated exclusively for charitable purposes within the meaning of Section501(c)(3) of the Internal Revenue Code of 1986, as amended, or the corresponding provision or provisions of any subsequent United States Internal Revenue law or laws (the “Code”).

Section 3 – Mission Statement: CDDB Community Charity is dedicated to assisting members of the earth-based spiritual community in the Greater St Louis area and to fostering community involvement in the same.

Section 4 – Powers: The Corporation is a nonprofit corporation and shall have all of the powers, duties, authorizations and responsibilities as provided in the Missouri Business Organizations Code; provided, however, the Corporation shall neither have nor exercise any power, nor engage directly or indirectly in any activity, that would invalidate its status as a corporation that is exempt from federal income tax as an organization described in Section 501(c)(3) of the Code.

ARTICLE II – MEMBERSHIP

Section 1 – Membership: The Corporation shall have no members.

ARTICLE III – BOARD OF DIRECTORS

Section 1 – General Powers; Delegation. The activities, property and affairs of the Corporation shall be managed by its Board of Directors, who may exercise all such powers of the Corporation.

Section 2 – Board role, size and compensation: The Board of Directors shall consist of such number of directors as shall be determined from time to time by resolution of the Board of Directors of the Corporation; provided, that at no time shall the number of directors be less than three (3), and no decrease in number shall have the effect of shortening the term of any incumbent director. The board is voluntary and members receive no compensation.

Section 3 – Terms: All members of the Board of Directors serve for life.

Section 4 – Meetings and notice: The Board of Directors shall hold a minimum of four (4) meetings per calendar year to be held in a central location on a day that is convenient for a majority of the board. Meeting minutes are taken and distributed to all members. Meeting minutes are maintained in the CDDB archives by the Secretary.

Section 5 – Quorum, motions and conflicts of interest: A majority of the Board of Directors constitutes a quorum. In the absence of a quorum, no formal action shall be taken except to adjourn to a subsequent date. Passage of a motion requires a simple majority vote. Any member of the Board of Directors who has a financial, personal, or official interest in, or conflict (or appearance of a conflict) with any matter pending before the board, of such nature that it prevents or may prevent that board member from acting on the matter in an impartial manner, will offer to the board to voluntarily excuse him/herself and refrain from discussion and voting on said item.

Section 6 – Executive Board: The Executive Board shall consist of the elected officers of the Board of the Directors ie: President, Secretary and Treasurer. The Executive Board shall be elected from the members of the Board of Directors every 2 years. There are no term limits. The Executive Board is responsible for the general well-being of the organization including but not limited to fiscal responsibility and budgeting, ensuring that the organization follows all due laws and restrictions concerning non-profit entities and to resolve disputes among the organization and the constituents it serves.

The Board President serves as the chief volunteer of the organization, provides leadership to the Board of Directors, presides over board meetings and encourages the board’s strategic planning. The President helps to guide and mediate board actions with respect to organization priorities and governance concerns. The President also monitors financial planning, plays a leading role in fund raising for the organization, and participates in evaluating the performance of the organization in regards to achieving its mission.

The Board Secretary ensures effective management of the organization records, manages the minutes of Board of Directors’ meetings and maintains familiarity with legal documents of the organization.

The Board Treasurer manages the organizations fiscal matters, provides the Board of Directors with an annual budget for approval, as well as maintains development and review of financial policies and procedures. The Treasurer shall provide an accurate accounting at each board meeting.

Section 8 – Vacancies: Positions vacated by removal or resignation will be filled at the discretion of the remaining members of the Board of Directors.

Section 9 – Resignation, termination, and absences: Resignation from the Board of Directors must be in writing and received by the President and/or Secretary. Resigning members are expected to carefully coordinate the transfer of information and duties to the appointed member taking their position. A board member may be removed by a majority vote of the remaining members with or without cause.

Section 10 – Corporate Records and Inspections: The Secretary of the Board will be responsible for maintaining accessible and up-to-date records of the organization. All such records will be available for inspection within five days of any request for inspection.

ARTICLE IV – FISCAL RESPONSIBILITIES

Section 1 – Fiscal Policies: The fiscal year of the organization shall be from January to December. All expenditures must be approved by the Board of Directors before payment is made. All payment requests for vendors must be submitted a minimum of a week in advance to permit adequate time for logistics. All reimbursement payments must be submitted on a Reimbursement Request form (Exhibit 1 – Reimbursement Request). The form must be complete with accurate documentation. Receipts for goods and/or services will need to be produced. Bank statements and bank reconciliation will be the responsibility of the board treasurer.

ARTICLE V – PROGRAMS

Section 1 – Hand Up Grants: Hand Up Grants shall consist of monetary or other assistance to members of the earth-based spiritual community in the Greater St Louis area.

Section 1.1 – Recipients: All Hand Up Grant Recipients must support earth centered spiritual community events within the Greater St Louis, Missouri area. Requests must be made by submitting a Request for Assistance – Hand Up Grant application (Exhibit 2 – Request for Assistance). Once an application is received the Board of Directors will assign it to a Reviewer. The Reviewer will assess the application and contact the applicants’ references. The Reviewer will then present the application to the Board of Directors along with a recommendation. The Board of Directors will vote whether to Approve or Deny the application pending the availability of funds.

Section 1.2 – Prohibited assistance: CDDB will not provide assistance with the following

  • Bail or other such assistance due to an arrest for a crime
  • Unpaid child support
  • Failure to pay taxes
  • Medication not prescribed by a doctor and provided by a pharmacist

Section 2 – CDDB Community Coalition: The CDDB Community Coalition shall consist of members from the earth-based spiritual community in the Greater St Louis area and shall be facilitated by a member of the Board of Directors of CDDB Community Charity. The purpose of the CDDB Community Coalition shall be to foster community involvement and to organize programs to benefit the earth-based spiritual community in the Greater St Louis area.

ARTICLE VI – AMENDMENTS

Section 1 – Amendments: These bylaws may be amended when necessary by a majority vote of the Board of Directors. Bylaw amendments can be proposed by any member of the board. Amendments to Articles of Incorporation shall be voted on and implemented by the Board of Directors

ARTICLE VII – INDEMNIFICATION

Section 1 – Indemnification: The Corporation shall indemnify and hold all members of the board harmless from any claims of liability which may arise in connection with any of the activities of the Board of Directors or the Corporation.