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 – 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 – Officers and Duties: All members of the board will actively participate and remain informed concerning the activities of CDDB.
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.
The Board Members at Large volunteer for and willingly accept assignments from the board.
Section 7 – Vacancies: Positions vacated by removal or resignation will be filled at the discretion of the remaining members of the Board of Directors.
Section 8 – 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 9 – 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 – HAND UP GRANT RECIPIENTS
Section 1 – Recipients: All Hand Up Grant Recipients must be active in the earth centered spiritual community 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.
Assistance will be provided in the form of payment of an utility bill, housing payment, doctor’s bill, purchase of needed medications, delivery of food or household supplies, and the like. Other payments are at the discretion of the Board of Directors. Only in rare occasions will cash ever be provided to a recipient.
Section 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
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.