ARTICLE IV – Board of Directors

Section 1. Authority

The Board of Directors is the governing body and is responsible for overall policy, direction, and fiscal oversight.

Section 2. Number

The Board shall consist of no fewer than 3 and no more than 7 directors.

Section 3. Terms

Directors shall serve 2-year terms renewable by board vote.

Section 4. Meetings

The Board shall meet at least monthly. Special meetings may be called by the President or any two directors. The annual meeting of the Board will be held each year to perform a review of the organization’s activities, electing officers, approve budgets and conduct other business as necessary. The regular, annual or special meetings of the Board may be held in person or by remote communication to accommodate members located in different states.  

Section 5. Quorum

A quorum shall consist of a simple majority of board members.

Section 6. Voting

Decisions shall be made by majority vote of those present.

Section 7. Vacancies

Vacancies may be filled by a majority vote of the remaining directors.

Section 8. Removal

Any director may be removed by a two-third vote of the Board for cause or failure to fulfill duties.

ARTICLE V – Officers

Section 1. Titles and Composition

The officers of the Organization shall be:

All officers shall also serve as members of the Board of Directors. The same individual may not hold more than one officer role at the same time.

Section 2. Duties

Section 3. Election and Terms

Officers shall be elected by a majority vote of the Board of Directors at the annual meeting or as needed to fill vacancies. Each officer shall serve a term of two (2) years and may be re-elected indefinitely unless otherwise specified by board policy.

Section 4. Removal and Resignation

Any officer may be removed, with or without cause, by a two-thirds vote of the full Board. Officers may resign at any time by submitting written notice to the President or Secretary.

Section 5. Vacancies

Officer vacancies shall be filled by a majority vote of the remaining Board of Directors. The appointed officer shall serve the remainder of the unexpired term.

ARTICLE VI – Committees

The Board may create standing or ad hoc committees as needed to enhance the mission and activities of the Organization (e.g., Finance, Programs, Grants). The Board will define the purpose, scope and membership of each committee before its creation. Committee members will be appointed by the Board and may include individuals who are not members of the Board but possess relevant qualifications.

ARTICLE VII – Conflict of Interest Policy

All board members must sign a Conflict of Interest Disclosure annually. Members must disclose potential conflicts and recuse themselves from related votes.

ARTICLE VIII – Fiscal Year

The fiscal year of the Organization shall begin on January 1 and end on December 31 of each year. The Board will oversee the financial management of the Organization and ensure compliance with applicable state and federal financial reporting requirements. 

ARTICLE IX – Indemnification

To the extent permitted by law, the Organization shall indemnify its directors, officers, and employees against expenses and liabilities incurred in connection with their official duties.

ARTICLE X – Amendments

These Bylaws may be amended by a two-thirds vote of the Board of Directors at any regular or special meeting, provided written notice is given at least 7 days in advance.

ARTICLE XI – Dissolution

Upon dissolution, any remaining assets shall be distributed to a 501(c)(3) organization with a similar mission, as determined by the Board and compliant with IRS rules.

ARTICLE XII – Non-Discrimination Clause 

The Organization will provide all services without discrimination based on race, gender, religion, nationality, sexual orientation, or disability, in accordance with applicable law.

Certified by:

Matthew Steele, President / Executive Director

Sidney Bush, Vice President / Director of Training & Programs

Date: