KSHC 4/15/2015
BYLAWS OF
KANSAS STATEWIDE HOMELESS COALITION, INC.
A Kansas Nonprofit, Public Benefit Corporation
KSHC 4/15/2015
TABLE OF CONTENTS
Page
ARTICLE I PURPOSES AND RESTRICTIONS...... 1
Section 1.1corporation...... 1
Section 1.2mission...... 1
Section 1.3purposes……………………………………………………………………….1
Section 1.4 Fiscal year…………………………………………………………………….1
Section 1.5 political activities prohibited...... 1
Section 1.6 volunteer protection act….………………………………………………..1
ARTICLE II OFFICES...... 2
Section 2.1business office …………………………………..……………………………2
Section 2.2Regisgered offices .... ……………………………………………………… 2
Article III MEMBERSHIP...... 2
Section 3.1membership defined...... 2
Section 3.2 Admission to Membership
Section 3.3resignation
Section 3.4annual membership meeting...... 2
Section 3.5Notice of membership meeting………………………………………………2
Section 3.6Membership action…………………………………………………………...2
Section 3.7 Chair Membership …………………………………………………………....2
ARTICLE IV BOARD OF DIRECTORS……………………………………………………...2
Section 4.1general powers
Section 4.2qualifications;number...... 3
Section 4.3Ex-Officio Members...... 3
Section 4.4terms...... 3
Section 4.5removal...... 3
Section 4.6resignation...... 3
Section 4.7regular meetings...... 3
Section 4.8notice of meetings...... 3
Section 4.9special meetings...... 3
Section 4.10telephone meetings...... 3
Section 4.11quorum...... 4
Section 4.12manner of acting...... 4
Section 4.13organization...... 4
Section 4.14compensation…………………………………………………………………4
Section 4.15 Investment of Excess funds………………………………………………...4
Article V OFFICERS...... 4
Section 5.1 oFFICERS...... 4
Section 5.2Election and Term of Office...... 4
Section 5.3Chair of the board...... 4
Section 5.4vice Chair of the board...... 5
Section 5.5Secretary...... 5
Section 5.6Treasurer...... 5
Section 5.7removal...... 5
Section 5.8resignation...... 5
Section 5.9absence...... 5
Article VI committees...... 5
Section 6.1executive committee...... 5
Section 6.2FINANCE committee...... 6
SECTION 6.2a AUDITS……………………………………………………………………………………...…6
SECTION 6.2b BONDING……………………………………………………………………………………...6
Section 6.3summitt planning committee...... 6
Section 6.4balance of state continuum of care committee...... 6
Section 6.5Other Committees……………………………………………………………6
Section 6.6term of office...... 6
Section 6.7chair...... 6
Section 6.8vacanicies...... 6
SECTION 6.9 rULES……..………………….………………………………………………...6
Section 6.10nominating committee...... 6
Article VII STANDARDS OF CONDUCT FOR OFFICERS AND DIRECTORS...... 7
Section 7.1Directors Duties...... 7
Article VIII CONFLICT OF INTEREST TRANSACTION...... 7
Section 8.1conflicting interest transactions...... 7
Section 8.2prohibition against loans to directors or officers……………………..7
Section 8.3voidability of conflicting interest transactions...... …..8
Section 8.4approval of conflicting interest transactions...... 8
Section 8.5party related to director...... 8
Article IX INDEMNIFICATION...... 8
Section 9.1indemnification...... 8
Section 9.2limitation...... …9
ARTICLE X CONTRACTS, CHECKS, DEPOSITS, GIFTS AND OXIES……...……..…10
Section 10.1contracts………………..……………………………..……………………10
SECTION10.2 CHECKS, drafts, etc…………………………………………………………...10
SECTION 10.3 deposits………………………………………………………………………...... 10
SECTION 10.4 GIFTS……………………………………………………………………………..…10
SECTION 10.5 proxies………………………………….………………...………………….….10
ARTICLE XI BOOKS AND RECORDS…….….…………..………………..…………....…10
SECTION 11.1 Books and Records……………..……………………………...………………..…...10
ARTICLE XII WAIVER OF NOTICE……………………………………………….…… 10
SECTION 12.1 notice ………………………………………………………...………..…………..11
SECTION 12.2 waiver…………………………………………...…………………………..……... 11
SECTION 12.3 objections …….……………………………………...………………………...... 11
ARTICLE XII AMENDMENT OF BYLAWS………………..………….…………….... 11
SECTION 13.1 amendment………………………………………….………….……… ………….11
CERTIFICATION…………………………….……..……………………….………….…...... 11
KSHC 4/15/2015
BYLAWS
OF THE
KANSAS STATEWIDE HOMELESS COALITION, INC.
ARTICLE I
PURPOSES AND RESTRICTIONS
Section 1.1Corporation
: The KANSAS STATEWIDE HOMELESS COALITION, INC. (hereafter the “Corporation”), is a nonprofit public benefit corporation organized under the laws of the State of Kansas.
Section 1.2Mission
: The Corporation’s mission is to be the catalyst for safe, appropriate, and affordable housing for Kansans in collaboration with local, state, and national partners.
Section 1.3Purposes
: The Corporation is organized exclusively toact as a unifying voice to influence policies toward the fair and equitable treatment of individuals and families experiencing homelessness.
Section 1.4Fiscal Year: The fiscal year of the Corporation shall be the calendar year.
Section 1. 5Political Activities Prohibited
: No substantial part of the Corporation’s activities shall be carrying on propaganda or otherwise attempting to influence legislation, and the Corporation shall not participate in, or intervene in (including the publishing or distribution of statements) any political campaign on behalf of or in opposition to any candidate for public office. Notwithstanding any other provision of these Bylaws, the Corporation shall not carry on any activities not permitted to be carried on (a) by an organization that is exempt from tax under section 501(c) (3) of the Internal Revenue Code or the corresponding provision of any future federal revenue law or (b) by an organization, contributions to which are deductible under section 170(c) (2) of the Internal Revenue Code, or the corresponding provision of any future federal revenue law.
Section 1. 6Volunteer Protection Act
: The Corporation shall not practice any action that constitutes a hate crime within the meaning of section 6(4) (B) of the Volunteer Protection Act of 1997 (28 USC § 14505(4) (B).
ARTICLE II
Offices
Section 2.1Business Offices: The principal office of the Corporation shall be located in the State of Kansas. The Corporation may have such other offices within the State of Kansas as the Board of Directors may determine or as the affairs of the Corporation may from time to time require.
Section 2.2Registered Office: The Corporation shall have and continuously maintain in the State of Kansas a registered office, and a registered agent whose office is identical with such registered office, as required by the Kansas General Corporation Code. The registered office may be, but need not be, identical to the principal office if the principal office is in the State of Kansas. The registered agent and the address of the registered office may be changed from time to time by the Corporation as long as the proper filings are made with the Secretary of State of Kansas.
ARTICLE III
MEMBERSHIP
Section 3.1Membership Defined: The Membership of the Corporation shall consist of persons, organizations, businesses, and agencies which provide services to, advocate for, or have an interest in issues that affect homelessness in the State of Kansas.
Section 3.2Admission to Membership
: Any interested person, agency, business, or organization may become a Member of the Corporation by completing and submitting an application to the Corporation.
Section 3.3Resignation
: Any Member may resign as a Member of the Corporation at any time for any reason through their request.
Section 3.4Annual Membership Meeting: The annual meeting of the Corporation shall be held each year at the Kansas Statewide Homeless Coalition Summit on Homelessness and Housing. At this meeting, the board of directors will be approved by the attending membership.
Section 3.5Notice for Membership Meeting(s): Notice for all Membership meeting(s) shall be given when possible at least thirty days prior to the meeting, or at least 48 hours prior to an emergency meeting.
Section 3.6Membership Action
: . A resolution shall be adopted if votes in favor exceed votes opposed of those attending the meeting.
Section 3.7Chairing Membership Meetings: Membership meetings shall be facilitated by the Chair, Co-Chair or the Chair’s designee.
ARTICLE IV
BOARD OF DIRECTORS
Section 4.1General Powers: The affairs of the Corporation shall be managed by its Board of Directors. Every Director shall be a Member of the Corporation. Directors shall be at least eighteen years of age.All Board of Directors must live in the State of Kansas.
Section 4.2Qualifications; Number
: The business and affairs of the Corporation shall be managed by or under the direction of a Board of Directors. Directors are approved by the Membership of the Corporation at the Annual Meeting. Vacancies that occur on the Board during the year are filled by the sitting Directors. The number of Directors constituting the entire Board of Directors shall be at least nine (9) and no more than twenty-one (21), including representatives from government agencies, service providers, faith based organizations, each of the designated regional areas, and a homeless or formerly homeless individual. If the Board of Directors falls below nine members, the nominating committee shall be activated to recommend a replacement to be approved by the board fill the balance of the vacant term.
Section 4.3Ex-Officio Members: The Chair of the Balance of State Continuum of Care shall be an Ex-officio Member and is afforded the same rights as other Board Members, including discussion, making formal motions, and voting.
Section 4.4Terms: Directors shall serve three (3) year terms and may have two (2) consecutive terms. They may return to the Board of Directors after a one year interval, should they be elected. For purposes of determining eligibility for reappointment, a term of more than two years for a Director appointed to fill an unexpired term should count as a full term. Board terms commence in July. For the purposes of filling a vacancy time counted towards term time shall always begin count in January. Board terms may begin in July and January.
Section 4.5Removal
: Any Director of the Corporation may be removed by the Board of Directors whenever in its judgment the best interests of the Corporation would be served.
Section 4.6Resignation
: Any Director, or any Member of a committee, may resign at any time by giving written notice to the Board of Directors, the Chairperson or the Secretary of the Corporation. Any such resignation shall take effect at the time specified in the resignation, or, if the time is not specified in the resignation, upon receipt of the resignation. The acceptance of such resignation shall not be necessary to make it effective.
Section 4.7Regular Meetings
: The Board of Directors shall meet at least quarterly at such time, place or method as they may designate. The Board of Director meetings shall be open to any Member of the Corporation to attend.
Section 4.8Notice of Meetings: Notice of each meeting of Directors, whether regular or special, shall be given to each Director. (Iat least four (4) days prior to the meeting.
Section 4.9Special Meetings: Special meetings of the Board of Directors may be called by or at the request of the Chair, Vice-Chair or any two Directors. The person or persons authorized to call special meetings of the Board may fix any place, within the State of Kansas, as the place for holding any special meeting of the Board called by them.
Section 4.10Telephone Meetings
: Members of the Board of Directors, or any committee designated by the Board, may participate in a meeting of such Board or committee by means of conference telephone or similar communications equipment which allows all persons participating in the meeting to hear each other.
Section 4.11Quorum
: A majority of the Board of Directors shall constitute a quorum for the transaction of business at any meeting of the Board; but if less than a third of the Directors are present at said meeting, the Directors present may adjourn the meeting without further notice.
Section 4.12Manner of Acting
: 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.
Section 4.13Organization
: Meetings shall be presided over by the Chair of the Corporation, or in his or her absence by the Vice Chair, or, in the absence of both, by such other person as the Directors may designate. The Secretary of the Corporation shall act as secretary of the meeting, but in his or her absence the presiding officer of the meeting may appoint any person to act as secretary.
Section 4.14Compensation
: Directors shall not receive compensation for fulfilling their duties as a board member.
Section 4.15Investment of Excess Funds: Funds on deposit in excess of current cash requirements may be invested in such manner as authorized by the Board of Directors.
ARTICLE V
OFFICERS
Section 5.1Officers
: The authorized officers of the Corporation shall consist of a Chair of the Board, a Vice Chair, a Secretaryand a Treasurer.
Section 5.2Election and Term of Office
: The officersof the Corporation shall be elected at the annual meeting of the Board of Directorsfor terms which will begin in January.If the election of officers shall not be held at such meeting, such election shall be held as soon thereafter as conveniently may be. Each officer shall hold office for oneyear term and may be elected for a maximum of 2 consecutive terms in the same office. They may be elected to another position at the end of their term, or the same position after one year removed.
Section 5.3Chair of the Board:
The Chair or Chair’s designee shall facilitate and preside over all Board of Director meetings and Membership meetings. , act as a spokesperson for the Corporation, ensure the other Officers perform their duties, and appoint volunteers to serve as committee members, and delegate duties as necessary. As prescribed by the Board of Directors, the Chair may sign and execute, in the name of the Corporation, all authorized deeds, mortgages, bonds, contracts or other instruments, except in cases in which the signing and execution thereof shall have been expressly delegated to some other Officer or agent of the Corporationand such additional powers and duties.
Section 5.4Vice-Chair: In the absence of the Chair or in the event of his/her inability or refusal to act, the Vice Chair shall perform the duties of the Chair The Vice-Chair shall perform such other duties as from time to time as may be assigned to him/her by the Chair of the Board or by the Board of Directors.
Section 5.5Secretary
: The Secretary or their designee shall record or oversee the recording of the proceedings of the meetings of the Members and of the Board of Directors.; maintain a list with names and other contact information for Members and Directors; see that all notices are duly given in accordance with the provisions of these Bylaws, or as required by law; and be custodian of the records. The Secretary shall also certify the incumbency of Officers, the adoption and force of resolutions, and the authority of Officers to execute documents. The Secretary shall perform such other duties as from time to time may be assigned to him/her by the Chair of the Board or by the Board of Directors.
Section 5.6Treasurer
: The Treasurer or designee shall have charge, custody of and be responsible for all funds and securities of the Corporation; and in general perform all the duties incident to the office of Treasurer and such other duties as from time to time may be assigned to him/her by the Chair of the Board or by the Board of Directors. The Board of Directors can empower the Treasurer or a designated board member/staff to sign checks (make purchases/payments with the corporate debit/credit card) for expenditures included in the approved budget to carry out the regular business of the Corporation. Payment for expenditures over $600 that are not in the approved budget must be approved by the Board.
Section 5.7Removal
: The Officers of the Corporation may be removed by the Board of Directors whenever in its judgment the best interests of the Corporationwould be served.
Section 5.8Resignation
: Any Officer of the Corporation may resign at any time by giving written notice to the Board of Directors, the Chair or the Secretary of the Corporation. Any such resignation shall take effect at the time specified therein or, if the time is not specified therein, upon receipt of the notice. The acceptance of such resignation shall not be necessary to make it effective.
Section 5.9Absence
: In case of an officer’s absence or any other reason deemed sufficient by the Board of Directors the Board may delegate the power or duties of the absent officer to any other Officer or Member for such period of time as the Board may deem appropriate.
ARTICLE VI
BOARD COMMITTEES
Section 6.1Executive Committee
: The Executive Committee shall be the Chair, Vice Chair, Treasurer and Secretary of the Board. The Committee shall have and exercise the authority of the Board of Directors in the management of the Corporation, except as prohibited as by these bylaws.
Section 6.2Finance Committee: The Finance Committee will provide guidance, oversight and transparency for the Corporation’s financial management.
Section 6.2aAudits: The accounts of the Corporation shall be examined and audited at least every other year by an independent certified public accountant.
Section 6.2bBonding: All Officers, regular employees and volunteers handling or responsible for the funds of the Corporation shall be bonded by an approved surety company in such amount as shall be determined by the Board of Directors of the Corporation. The cost for this bonding shall be the responsibility of the Corporation.
Section 6.3Summit Planning Committee:The Summit Planning Committee will be chaired by a Board of Director member and will, l plan, organize and execute an annual fund raising event.
Section 6 .4Balance of State Continuum of Care Committee
: This Committee shall be responsible for the oversight of processes, procedures and the Balance of State Notice of Funding Availability (NOFA) application to the Department of Housing and Urban Development. In addition they will determine and assess the needs of, and resources available to, homeless individuals located within the State of Kansas and shall be responsible for ascertaining, on an ongoing basis, the number of homeless individuals located within the Balance of State Continuum of Care for the State of Kansas.
Section 6. 5Other Committees: Other Committees shall be designated by a resolution adopted by a majority of the Directors present at a meeting at which a quorum is present. Suchresolution shall identify theselection of committee members and removal of such members whenever in their judgment the best interest of the Corporation shall be served.
Section 6.4 6TermofOffice
: Each member of a committee shall continueas such until his or her successor is appointed, unless they resign or unless the committee shall be sooner terminated, or unless such member is removed from such committee.
Section 6. 7Chair
: One member of each committee shall be selected as Chair.
Section 6. 8Vacancies
: Vacancies in the Chair positions of any committee shall be filled by appointment of the board of directors.
Section 6. 9Rules: Each committee may adopt rules for its own government not inconsistent with these Bylaws or with rules adopted by the Board of Directors. All committee action shall have final approval of the Board of Directors, All Committees shall provide a written reports to the Board of Directors at least quarterly.
Section 6.10Nominating Committee: The Committee will receive, from the general membership, nominations for persons to serve on the Board of Directors. The Committee will solicit individuals for Board membership. The Committee will present nominations to the membership prior to the Annual Membership Meeting. The committee will consist of one board member and a minim of 3 community volunteers.which will typically coincide with the Annual Summit.
ARTICLE VII
STANDARDS OF CONDUCT FOR OFFICERS AND DIRECTORS
Section 7.1Duties of Director: Each Director shall fulfill the Director’s duties as a Director, including the Director’s duties as a member of a committee of the Board, and each Officer with discretionary authority shall fulfill the Officer’s duties under that authority: (a) in good faith; (b) with the care an ordinarily prudent person in a like position would exercise under similar circumstances; and (c) in a manner the Director or Officer reasonably believes to be in the best interests of the Corporation. A Director or Officer may rely on information, opinions, reports, or statements, including financial statements and other financial data, if prepared or presented by: (a) 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; (b) legal counsel, a public accountant, or other persons as to matters the Director or Officer reasonably believes are within such person’s professional or expert competence; or (c) in the case of a Director, a committee of the Board of Directors of which the Director is not a member if the Director reasonably believes the committee merits confidence. A Director or Officer is not acting in good faith if the Director or Officer has knowledge concerning the matter in question that makes reliance otherwise permitted by the above unwarranted. A Director or Officer is not liable as such to the Corporation for any action taken or omitted as a Director or Officer, if, in connection with such action or omission, the Director or Officer performed the duties of the position in compliance with this Article.