Homes Options Management Empowering Services, Inc.
Doing Business as H.O.M.E.S, Inc.
ARTICLE 1. FORMATION
This Corporation is organized under the laws of the STATE OF WEST VIRGINIA CHAPTER 31 E. WEST VIRGINIA NONPROFIT CORPORATION ACT.
HOMES OPTIONS MANAGEMENT EMPOWERING SERVICES. INC. BUSINESS REGISTRATION ACCOUNT NUMBER o have an affiliation with any religious church or organization.
The Corporation shall have and continuously maintain a registered office and a registered agent in the State of West Virginia, as required by the State of West Virginia Nonprofit Corporation Act. The registered agent shall be either an individual resident of the State of West Virginia or the representative of an out of state corporation authorized to transact business in the state.
ARTICLE III. PURPOSE
The purpose for which this corporation is formed is as follows: Our goal is to own and maintain housing for homeless disabled Veterans and able bodied Veterans and homeless persons and/or families of both genders in transitional and/or permanent housing. H.O.M.E.S. Inc. will not discriminate against any person because of race, creed, color, national origin and/or sexual preference. However, the Corporation reserves the right to discriminate against persons who have been convicted of violent crimes, distribution of drugs, domestic disturbance, and/or child abuse. Veterans and or members of their families are not allowed to live in or share residence within transitional and/or permanent housing if they have been convicted of child molestation and are required by law to register as a sexual predator.
H.O.M.E.S. INC will not endorse and or support candidates for any political office and/or hire a lobbyist or attempt to change the laws of the State Of West Virginia or the city ordinances of any incorporated municipality in the State Of West Virginia
Our primary goal is to maintain a self-sustaining organization that addresses housing issues such as finding and/or providing transitional and permanent housing for people with low-to-moderate incomes.
residence within transitional and/or permanent housing if they have been convicted of child molestation and are required to register as a sexual predator.
The secondary goal is to continually function for the benefit of our residents and other participants. Full peer support services may be in-house training and/or in cooperation with other nonprofit organizations, agencies, corporations, public figures, etc. Based upon life skills, specific goals and objectives shall be based upon but not limited to the following:
BODY, MIND, and SPIRIT
Physical, Mental, Emotional, and Spiritual
SELF:
Financial, Occupational, Recreational, Personal
OTHER: (Relationships)
Social, Marital, and Parental
ARTICLE IV. BOARD OF DIRECTORS
SECTION 1. POWERS
This Corporation shall have powers to the full extent allowed by law. All powers and activities of this Corporation shall be exercised and managed by the Board of Directors of this Corporation directly, or if delegated under the ultimate direction of the Board.
The first Board of Directors and members will be appointed by the initial incorporates.
The Board of Directors of the Corporation shall supervise and control the business properties and affairs of the Corporation, except as otherwise expressly provided by law, The Articles of Incorporation of the Corporation, or these By Laws.
SECTION 2. MEMBERS AND QUALIFICATIONS
(A) The members of the Board of Directors of the Corporation shall be those individuals named in the Articles of Incorporation and shall serve until their successors are elected and qualified. Thereafter, the Board of Directors of the Corporation shall be composed of not less than 3 and no more than 7 individuals. The number of directors may be decreased, but no decrease shall have the effect of shortening the term of any incumbent director.
(B) Officers are expected to act in a manner that is (i) in good faith with the care that a person in like circumstances would normally demonstrate; and (ii) in a manner that the Officer reasonably believes to be in the best interest of the Corporation.
SECTION 3. OFFICERS
The Officers of the Corporation shall consist of the President and Chairperson of the Board of Directors. The Executive Director and Compliance Officer hereinafter referred to as the Executive Director., a Secretary, and a Treasurer and such other assistant officers as the Board of Directors may deem necessary, and such officers shall have the authority prescribed by the Board. One person may hold more than one office.
SECTION 4. ELECTION AND TERMS OF OFFICE.
The Members of the Board of Directors shall be elected by the voting members at the annual meeting of the members. Directors on the Board of Directors shall serve for a term of 5 years.The officers of the Corporation shall be installed at the annual meeting at which they are elected and shall hold office for 5 years until the next annual meeting or until their specified respective successors shall have been duly elected.
SECTION 5. RESIGNATION
Any Officer may resign at any time by giving written notice to the E. D. Such resignation shall take effect at the time specified in the notice, or if no time is specified, then immediately.
SECTION 6. REMOVAL
Any officer may be removed from such office, with just cause, by 75% vote of the members, and members of the then elected Board Of Directors at any regular or special meeting of the members in good standing, The Member(s) of the Board Of Directors and/or member to be removed by these By Laws may not vote on their removal. Such member will not be allowed to attend during voting session.
SECTION 7. VACANCIES
A vacancy in any office for any reason shall be filled by a majority vote of the Directors then in office at any special meeting of the Board in the same manner as these By Laws provide for election to that office.
SECTION 8. CHAIR OF THE BOARD
The Chair, also known as President, shall preside at meetings of the Board of Directors. The Chair shall have such other powers and duties as may be directed by the Board or these By Laws. The Chair shall conduct Board Meetings and administer the meetings’ agendas. He or she may sign contracts or other instruments which the Board of Directors has authorized to be executed.
Christiane Gamos will serve as the first Chair. Her duties will include assisting the Director and serving as Head Resident. She shall address the concerns of the other residents of H.O.M.E.S. Inc. to the Board of Directors and make motions to the Board of their concerns. She will receive a stipend to live rent-free on any H.O.M.E.S. property as long as she is actively serving the Corporation
Section 9. VICE CHAIR OF THE BOARD
The Vice Chair, also known as Vice President shall in the absence of the Chair, carry out the duties of the Chair and shall have such other powers and duties as may be prescribed by the Board or these By Laws.
SECTION 10. EXECUTIVE DIRECTOR
The Executive Director shall also serve as the Compliance Officer and a voting member of the Board of Directors.
Richard K. Grandchamp is appointed by the Board of Directors as the first Executive Director of H.O.M.E.S. Inc. for a period of 5 years.
The Director. shall set the agendas for Board meetings, and shall attend all meetings and shall have one vote. The Board of Directors limits the Director's. voting power to exclude voting on budgets, compensation and performance evaluations.
SECTION 11. SECRETARY
The Secretary shall keep the minutes of the Board of Directors and see that all notices are duly given in accordance with the provisions of the By Laws, perform all duties incident to the office of Secretary, and such other duties as may be assigned by the Board of Directors.
SECTION 12. TREASURER
The Treasurer shall be responsible for and oversee all financial administration of the Corporation. The Treasurer shall ensure that staff members properly receive and give receipts for moneys due and payable to the Cooperation and deposit all such monies in named bank of the Corporation in the appropriate bank and/or banks .The Treasurer and the E.D. will sign and countersign all checks and withdrawals for cash by check and cash withdrawals tickets.
The Treasurer and Director shall have a signed Bank Resolution on file with all bank accounts requiring joint signatures on checks and/or cash withdrawals.
The Treasurer shall perform all duties incident to the office of the Treasurer, and such other duties as from time to time may be assigned to him or her by the Board of Directors of the Corporation.
SECTION 13. SPECIAL MEETINGS
Special meetings of the Board of Directors may be called at the direction of the E. D. or by a majority of the directors then in office, to be held at such time, day, and place as shall be designated in the notice of the meeting.
(A) NOTICE
Notice of the annual meetings shall be preset by day, week and month for each year and repeated as the same for each continuing year, Special meetings of the Board of Directors shall be given to each director at least ten working days before any such meeting if given by first class mail or five days before any such meeting if given personally or by telephone or facsimile transmission, or e/mail and shall state the date, place and time of the meeting.
(B) WAIVER OF NOTICE
The transactions of any meeting of the Board Of Directors, however called and noticed and whenever held, shall be valid as though taken at a meeting duly held after proper call, and notice, if a quorum is present and if either before or after the meeting, each of the directors not present sign a written waiver of notice, a consent to hold the meeting, and an approval of the minutes. All waivers, consents and approvals shall be filed with the corporate records or made a part of the minutes.
ARTICLE V. PROHIBITED TRANSACTIONS
SECTION 1. LOANS
This Corporation shall not make loans to any Member of the Board of Directors, Officers of the Corporation and or any committee members, or members of appointed committees of money, property and to guarantee the obligation of any of the above. However this corporation may reimburse expenses incurred in the performance of his and/or her duties to this Corporation. Expenses are defined as expenses reasonably anticipated to be incurred in the performance of the duties of such persons as mentioned above so long as such persons would be entitled to be reimbursed for such expenses and provide a receipt to the Board. Any anticipated expense above $ 100.00 dollars should be presented to the Board for approval.
Section 2. SELF DEALING
Except as provided in section 3 below, the Board of Directors shall not approve, or permit the corporation to engage in any self-dealing transaction. A self-dealing transaction is a transaction to which this corporation is a party and in which one or more of its directors has a financial interest.
SECTION 3. APPROVAL
This corporation may engage in a self dealing transaction if the Board of Directors determines the transaction is for the Corporation's benefit, and if
(A) The transaction is not a violation of state or federal law.
(B) The determination of the directors then in office is fair to the goals of and advances the goals of the Corporation. Such determination must be made in good faith, with knowledge of the material facts and after considering that this is the most advantageous use of corporate funds, and that another entity and/ or person has not made a better offer.
(C) A majority of the Directors must approve of the transaction.
(D) Votes will be counted without counting the vote of the interested person.
ARTICLE VI. CONFLICT OF INTEREST
(A) In the event any Director has a conflict of interest that might properly limit such Director's fair and impartial participation in Board deliberations or decisions, such Director shall inform the Board as to the circumstances of such conflict, If those circumstances require the non-participation of the affected director, the Board nonetheless requests from the director any appropriate non confidential information which might inform its decisions."Conflict of Interest" as referred to herein shall include but shall not be limited to, any transaction by or with the Corporation in which a director has a direct or indirect personal interest, or any transactions in which a Director is unable to exercise impartial judgment or otherwise act in the best interest of the Corporation.
(B) No director shall cast a vote, nor take part in the final deliberation in any matter in which he or she, members of his or her immediate family or any organization to which such Director has allegiance, has a personal interest that may be seen as competing with the interest of the Corporation. Any director who believes he or she may have such a conflict of interest shall so notify the Board prior to deliberation on that matter in question, and the Board shall make the final determination as to whether any director has a conflict of interest in any matter. The minutes of the Board meeting shall reflect disclosure of any conflict of interest and the exclusion to cast a vote on the conflict of interest by that director.
ARTICLE VII. COMMITTEES
SECTION 1. BOARD COMMITTEES
The Board of Directors may by resolution adopted by a majority of the directors then in office, create any number of Board Committees, each consisting of two or more directors, to serve at the pleasure of the Board. Appointments to any Board Committee shall be made by any method determined by a majority vote of the directors then in office. Board Committees may be given all the authority of the Board except for the powers to
(A) set the number of directors within range specified in these Bylaws;
(B) elect Directors or remove Directors without cause;
(C) fill vacancies on the Board Of Directors or in any Board Committee;
(D) fix compensation of Directors for serving on the Board or any Board;
(E) adopt or repeal these Bylaws or adopt new Bylaws;
(F) adopt amendments to the Articles of Incorporation of this corporation;
(G) amend or repeal any resolution of the Board of Directors which by its express terms is not so amendable or repealable;
(H) create any other Board Committees or appoint the members of any Board Committees;
(I) approve any merger, reorganization, voluntary dissolution, or disposition of substantially all of the assets of this corporation.
Where it is not reasonably practical to obtain approval of the Board before entering into a self-dealing transaction, a Board Committee may approve such transactions in a manner consistent with the requirements of Sections 3 of Article V of these Bylaws provided that at its next meeting the full Board of Directors determines in good faith that the Board Committee's approval was consistent with the requirements in Section 3 of Article V and that it was not reasonably practical to obtain advance approval by the full Board, and ratifies the transaction by a majority of the Directors then in office without the vote of any interested Director.
SECTION 2. ADVISORY COMMITTEES
The Board of Directors may establish one or more Advisory Committees to the Board. The members of any Advisory Committee may consist of Directors or non-directors and may be appointed as the Board determines. An Advisory Committee may not exercise the authority of the Board to make decisions on behalf of this Corporation, but shall be restricted to making recommendations to the Board or Board Committees, and implementing Board or Board Committee decisions and policies under the supervision and control of the Board or Board Committee.
SECTION 3. MEETINGS OF BOARD COMMITTEES
Meetings and actions of Board Committees shall be governed by and held and taken in accordance with the provisions of Section 1 of Article V of these Bylaws concerning meeting any actions of the Board of Directors with such changes in the contents of those Bylaws as are necessary to substitute the Board Committees and its members. Minutes shall be kept of each meeting of any Board Committee and shall be filed with the Corporate records.
SECTION 4. AUDIT COMMITTEE
For any tax year in which this corporation has gross revenue in excess of one million dollars or more, this Corporation shall have an audit committee whose members shall be appointed by the Board of Directors and may include both directors and non-directors, subject to the following limitations
(A) A majority of the members of the Audit Committee may not consist of the Finance Committee, if any;
(B) the chair of the Audit Committee may not be a member of the Finance Committee, if any;
(C) the Audit Committee may not include the E.D., or the Treasurer;
(D) the Audit Committee may not include any person who has a personal financial interest in any entity doing business with this Corporation, and
(E) Audit Committee members who are not directors may not receive compensation greater than directors for their service.
If the Audit Committee is composed and appointed as required by Section 1 above concerning Board Committees, it shall be deemed a Board Committee on which the other directors are entitled to rely as provided in Section 1 of Article VIII of these Bylaws; otherwise, the Board of Directors shall remain responsible for oversight and supervision of the Audit Committee and Advisory Committees. The Audit Committee shall 1) recommend to the Board of Directors the retention and when appropriate, the termination of an independent certified public account ant to serve as auditor; (2) negotiate the compensation of the auditor on behalf of the Board; (3) confer with the auditor to satisfy the Audit Committee members that the affairs of this corporation are in order; (4) review and determine whether to accept the audit; and, (5) approve performance of any non-audit services provided to this corporation by the auditor's firm..
ARTICLE VIII. MEMBERS
SECTION 1. MEMBERS
The Board of Directors shall determine and set forth in separate documents the qualifications and other conditions of each member. Members will be chosen as to their ability to contribute assets, work and/or expertise that will benefit the goals of the Corporation. Members will not have voting rights unless voting rights are submitted to and voted for by the Board of Directors. Members that have voting rights shall not be compensated for work completed by the member for the benefit of the Corporation. Non-voting members may submit invoices and/or statements for work and or services if such invoice and billing for services have first been approved by the Board of Directors.
SECTION 2. VOTING RIGHTS
Only individual members in good standing that have been approved by the Board of Directors can vote at the annual meeting of the members on those items specified in Section 3 (below) as well as to vote on such other issues as the Board may chose to bring before the members. Other members in good standing may attend meetings, but may not vote.
SECTION 3. MEMBERSHIP MEETINGS
(A) There shall be an annual meeting of the members. During the annual meeting, voting members shall have the right to vote on the following matters only: election of the Board of Directors and officers and approval of the annual budget proposed by the Board. New business will be taken up at a special meeting at the first meeting of the newly-elected Board of Directors.
(B) Special meetings of the members may be called by the Chair, Executive Director or upon the request of 60% percent of the voting members. Members shall receive no less than 10 working days prior written notice of a special meeting. Notice shall be given in the manner specified in Sections 13-13 A of Article V of these bylaws, and the notice shall state the purposes of the special meeting.
SECTION 4. QUORUM AND VOTING
Each voting member in good standing shall have one vote at any meeting of the members. A quorum shall consist of 60% of the total voting members present either in person or by proxy.
A majority of the votes cast at a meeting at which a quorum is present shall constitute the action of the members.
SECTION 5. REMOVAL
Any member may be removed from membership by a majority three-fourths vote of the Board of Directors only for just cause which is defined as conviction of a felony, theft from the corporation, conduct towards any person and/or persons receiving benefits from the corporation and/or discussing the corporation’s Board of Directors and/or other members in any way demeaning to the Corporation orally, in print, and/or other media.
ARTICLE IX, BONDING, INDEMNIFICATION AND INSURANCE
SECTION 1. BONDING
This Corporation requires the E.D. & Treasurer to obtain fidelity bonds as approved by the Directors and paid for by the Corporation. The Board shall request written bids from three or more bonding agencies.
SECTION 2. INDEMNIFICATION
On written request to the Board of Directors in each specific case by any agent seeking indemnification to the extent that the agent has been successful on the merits, the Board shall promptly vote by a majority or quorum consisting of directors who are not parties connected to the proceedings, whether in the specific, the agent has met the applicable standards of conduct, and if so shall authorize the advance expenses incurred by or on behalf of an agent of this corporation in defending any proceedings prior to final disposition if the Board finds that:
(A) the requested advances are reasonable in amount under the circumstances; and
(B) before any advance is made the agent will submit a written undertaking satisfactory to the Board to repay the advance unless it is ultimately determined that the agent is entitled to indemnification for the expenses under this Article.
SECTION 3. INSURANCE
The Director and Board of Directors shall insure the corporation against claims for damages resulting from physical damage, compensation for pain and suffering, loss of life, loss of consortium, etc. The insurance shall defend members of the Board of Directors from slander, liable printed matter or other media. The Director and Board of Directors are not liable for taking action or not taking action unless the party asserting liability can establish the challenged conduct was not in good faith.
(A) A decision was taken or not taken that the Director and members of the Board did not reasonably believe it to be in the best interest of the Corporation
(B) The Director made a decision while not being properly informed to an extent deemed to be reasonable under such circumstances
(C) A lack of objective concern due to the Director's family, financial or business relationship if the relationship could have reasonably affected the E.D.'s conduct in any manner adverse to the Corporation
(D A failure by the Director to devote attention to oversight of the Corporation
(E) The Director or a voting member received a financial benefit to which he and or she was not entitled
(F) The Board of Directors shall obtain and keep in force a director's and officers’ liability insurance policy protecting against any liability asserted against or incurred by an agent of the Corporation in any such capacity or arising out of the agents status as such, and such insurance may provide for coverage against liabilities beyond this corporations' power to indemnify the agent under law.
ARTICLE X. MISCELLANEOUS
SECTION 1. FISCAL YEAR
The fiscal year of this corporation shall end on JUNE 30.
SECTION 2. ANNUAL REPORTS TO DIRECTORS
Within 120 days after the end of this Corporation's fiscal year, the Director shall furnish a written report to all directors of this Corporation containing the following information:
(A) the assets and liabilities of this Corporation as of the end of the fiscal year
(B) the principal changes in assets and liabilities during the fiscal year
(C) the revenue or receipts of this Corporation
(D) the expenses or disbursements of this Corporation
(E) any transactions during the previous fiscal year involving $ 50,000.00 or more of this Corporation between any of its directors or officers and the amount of indemnification or advances aggregating more than $ 100,000.00 paid during the fiscal year to any officer or director of this Corporation. For each transaction, the report must disclose the name of the interested person involved in any such transaction, stating such person’s relationship to this Corporation, the nature of such person's interest in the transaction, and where practical, the value of such interest.
SECTION 3. REQUIRED FINANCIAL AUDITS
This Corporation shall obtain a financial audit for any tax year in which it receives or accrues gross revenue of 1 million dollars or more, excluding grant or contract income from any governmental entity for which the governmental entity requires an accounting.
Whether or not they are required by law, any auditioned financial statements obtained by this Corporation shall be made available for inspection by the Attorney General of West Virginia and the general public, within nine months after the close of the fiscal year to which the statements relate and shall remain available for three years
(A) by making them available at the Corporation's principal office during regular business hours and
(B) either by mailing a copy to any person who so requires in person or by writing or by posting them on this Corporation's website.
(C) The foregoing report shall be accompanied by any report thereon of any independent accounts or, if there is no such report, the certificate of an authorized officer of this corporation that such statements were prepared without an audit from the books and records of this Corporation.
(D) Any person requesting a written copy by mail shall incur the Corporation's expense for preparing, printing, and mailing at a cost of 25 cents per sheet and $10 per hour for time spent.
SECTION 4. AMENDMENTS
Proposed amendments to these Bylaws shall be submitted in writing to the directors at least two weeks in advance of the Board Meeting at which they will be considered for adoption.
The vote of a majority of the directors then in office or the unanimous written consent of the directors shall be required to adopt a Bylaw amendment.
SECTION 5. DISSOLUTION AND DISBURSEMENTS OF ASSETS
There shall be no self enrichment by any member of the Board of Directors and/or appointed committees of the Board Of Directors or any Members. Upon cessation of the purpose of this corporation and in accordance with West Virginia Law regarding ARTICLES OF DISSOLUTION OF A VOLUNTARY DISSOLUTION OF A WV CORPORATION and in compliance with IRS form 1023, this corporation will sell all equipment and furnishings to the general public, and sell all real estate owned. Proceeds from all sales will first be applied to pay any tax or employment report and any outstanding taxes, assessments or penalties to the State Of West Virginia and to The United States Of America and the to pay any creditors the corporation owes. Any remaining proceeds will be given to a non-profit corporation that has a similar purpose as this corporation.
SECTION 6. GOVERNING LAW
In all matters not specified in these Bylaws or in the event these Bylaws shall not comply with applicable law of the State of West Virginia and the WEST VIRGINIA NONPROFIT CORPORATION ACT shall govern over these matters.
Doing Business as H.O.M.E.S, Inc.
ARTICLE 1. FORMATION
This Corporation is organized under the laws of the STATE OF WEST VIRGINIA CHAPTER 31 E. WEST VIRGINIA NONPROFIT CORPORATION ACT.
HOMES OPTIONS MANAGEMENT EMPOWERING SERVICES. INC. BUSINESS REGISTRATION ACCOUNT NUMBER o have an affiliation with any religious church or organization.
The Corporation shall have and continuously maintain a registered office and a registered agent in the State of West Virginia, as required by the State of West Virginia Nonprofit Corporation Act. The registered agent shall be either an individual resident of the State of West Virginia or the representative of an out of state corporation authorized to transact business in the state.
ARTICLE III. PURPOSE
The purpose for which this corporation is formed is as follows: Our goal is to own and maintain housing for homeless disabled Veterans and able bodied Veterans and homeless persons and/or families of both genders in transitional and/or permanent housing. H.O.M.E.S. Inc. will not discriminate against any person because of race, creed, color, national origin and/or sexual preference. However, the Corporation reserves the right to discriminate against persons who have been convicted of violent crimes, distribution of drugs, domestic disturbance, and/or child abuse. Veterans and or members of their families are not allowed to live in or share residence within transitional and/or permanent housing if they have been convicted of child molestation and are required by law to register as a sexual predator.
H.O.M.E.S. INC will not endorse and or support candidates for any political office and/or hire a lobbyist or attempt to change the laws of the State Of West Virginia or the city ordinances of any incorporated municipality in the State Of West Virginia
Our primary goal is to maintain a self-sustaining organization that addresses housing issues such as finding and/or providing transitional and permanent housing for people with low-to-moderate incomes.
residence within transitional and/or permanent housing if they have been convicted of child molestation and are required to register as a sexual predator.
The secondary goal is to continually function for the benefit of our residents and other participants. Full peer support services may be in-house training and/or in cooperation with other nonprofit organizations, agencies, corporations, public figures, etc. Based upon life skills, specific goals and objectives shall be based upon but not limited to the following:
BODY, MIND, and SPIRIT
Physical, Mental, Emotional, and Spiritual
SELF:
Financial, Occupational, Recreational, Personal
OTHER: (Relationships)
Social, Marital, and Parental
ARTICLE IV. BOARD OF DIRECTORS
SECTION 1. POWERS
This Corporation shall have powers to the full extent allowed by law. All powers and activities of this Corporation shall be exercised and managed by the Board of Directors of this Corporation directly, or if delegated under the ultimate direction of the Board.
The first Board of Directors and members will be appointed by the initial incorporates.
The Board of Directors of the Corporation shall supervise and control the business properties and affairs of the Corporation, except as otherwise expressly provided by law, The Articles of Incorporation of the Corporation, or these By Laws.
SECTION 2. MEMBERS AND QUALIFICATIONS
(A) The members of the Board of Directors of the Corporation shall be those individuals named in the Articles of Incorporation and shall serve until their successors are elected and qualified. Thereafter, the Board of Directors of the Corporation shall be composed of not less than 3 and no more than 7 individuals. The number of directors may be decreased, but no decrease shall have the effect of shortening the term of any incumbent director.
(B) Officers are expected to act in a manner that is (i) in good faith with the care that a person in like circumstances would normally demonstrate; and (ii) in a manner that the Officer reasonably believes to be in the best interest of the Corporation.
SECTION 3. OFFICERS
The Officers of the Corporation shall consist of the President and Chairperson of the Board of Directors. The Executive Director and Compliance Officer hereinafter referred to as the Executive Director., a Secretary, and a Treasurer and such other assistant officers as the Board of Directors may deem necessary, and such officers shall have the authority prescribed by the Board. One person may hold more than one office.
SECTION 4. ELECTION AND TERMS OF OFFICE.
The Members of the Board of Directors shall be elected by the voting members at the annual meeting of the members. Directors on the Board of Directors shall serve for a term of 5 years.The officers of the Corporation shall be installed at the annual meeting at which they are elected and shall hold office for 5 years until the next annual meeting or until their specified respective successors shall have been duly elected.
SECTION 5. RESIGNATION
Any Officer may resign at any time by giving written notice to the E. D. Such resignation shall take effect at the time specified in the notice, or if no time is specified, then immediately.
SECTION 6. REMOVAL
Any officer may be removed from such office, with just cause, by 75% vote of the members, and members of the then elected Board Of Directors at any regular or special meeting of the members in good standing, The Member(s) of the Board Of Directors and/or member to be removed by these By Laws may not vote on their removal. Such member will not be allowed to attend during voting session.
SECTION 7. VACANCIES
A vacancy in any office for any reason shall be filled by a majority vote of the Directors then in office at any special meeting of the Board in the same manner as these By Laws provide for election to that office.
SECTION 8. CHAIR OF THE BOARD
The Chair, also known as President, shall preside at meetings of the Board of Directors. The Chair shall have such other powers and duties as may be directed by the Board or these By Laws. The Chair shall conduct Board Meetings and administer the meetings’ agendas. He or she may sign contracts or other instruments which the Board of Directors has authorized to be executed.
Christiane Gamos will serve as the first Chair. Her duties will include assisting the Director and serving as Head Resident. She shall address the concerns of the other residents of H.O.M.E.S. Inc. to the Board of Directors and make motions to the Board of their concerns. She will receive a stipend to live rent-free on any H.O.M.E.S. property as long as she is actively serving the Corporation
Section 9. VICE CHAIR OF THE BOARD
The Vice Chair, also known as Vice President shall in the absence of the Chair, carry out the duties of the Chair and shall have such other powers and duties as may be prescribed by the Board or these By Laws.
SECTION 10. EXECUTIVE DIRECTOR
The Executive Director shall also serve as the Compliance Officer and a voting member of the Board of Directors.
Richard K. Grandchamp is appointed by the Board of Directors as the first Executive Director of H.O.M.E.S. Inc. for a period of 5 years.
The Director. shall set the agendas for Board meetings, and shall attend all meetings and shall have one vote. The Board of Directors limits the Director's. voting power to exclude voting on budgets, compensation and performance evaluations.
SECTION 11. SECRETARY
The Secretary shall keep the minutes of the Board of Directors and see that all notices are duly given in accordance with the provisions of the By Laws, perform all duties incident to the office of Secretary, and such other duties as may be assigned by the Board of Directors.
SECTION 12. TREASURER
The Treasurer shall be responsible for and oversee all financial administration of the Corporation. The Treasurer shall ensure that staff members properly receive and give receipts for moneys due and payable to the Cooperation and deposit all such monies in named bank of the Corporation in the appropriate bank and/or banks .The Treasurer and the E.D. will sign and countersign all checks and withdrawals for cash by check and cash withdrawals tickets.
The Treasurer and Director shall have a signed Bank Resolution on file with all bank accounts requiring joint signatures on checks and/or cash withdrawals.
The Treasurer shall perform all duties incident to the office of the Treasurer, and such other duties as from time to time may be assigned to him or her by the Board of Directors of the Corporation.
SECTION 13. SPECIAL MEETINGS
Special meetings of the Board of Directors may be called at the direction of the E. D. or by a majority of the directors then in office, to be held at such time, day, and place as shall be designated in the notice of the meeting.
(A) NOTICE
Notice of the annual meetings shall be preset by day, week and month for each year and repeated as the same for each continuing year, Special meetings of the Board of Directors shall be given to each director at least ten working days before any such meeting if given by first class mail or five days before any such meeting if given personally or by telephone or facsimile transmission, or e/mail and shall state the date, place and time of the meeting.
(B) WAIVER OF NOTICE
The transactions of any meeting of the Board Of Directors, however called and noticed and whenever held, shall be valid as though taken at a meeting duly held after proper call, and notice, if a quorum is present and if either before or after the meeting, each of the directors not present sign a written waiver of notice, a consent to hold the meeting, and an approval of the minutes. All waivers, consents and approvals shall be filed with the corporate records or made a part of the minutes.
ARTICLE V. PROHIBITED TRANSACTIONS
SECTION 1. LOANS
This Corporation shall not make loans to any Member of the Board of Directors, Officers of the Corporation and or any committee members, or members of appointed committees of money, property and to guarantee the obligation of any of the above. However this corporation may reimburse expenses incurred in the performance of his and/or her duties to this Corporation. Expenses are defined as expenses reasonably anticipated to be incurred in the performance of the duties of such persons as mentioned above so long as such persons would be entitled to be reimbursed for such expenses and provide a receipt to the Board. Any anticipated expense above $ 100.00 dollars should be presented to the Board for approval.
Section 2. SELF DEALING
Except as provided in section 3 below, the Board of Directors shall not approve, or permit the corporation to engage in any self-dealing transaction. A self-dealing transaction is a transaction to which this corporation is a party and in which one or more of its directors has a financial interest.
SECTION 3. APPROVAL
This corporation may engage in a self dealing transaction if the Board of Directors determines the transaction is for the Corporation's benefit, and if
(A) The transaction is not a violation of state or federal law.
(B) The determination of the directors then in office is fair to the goals of and advances the goals of the Corporation. Such determination must be made in good faith, with knowledge of the material facts and after considering that this is the most advantageous use of corporate funds, and that another entity and/ or person has not made a better offer.
(C) A majority of the Directors must approve of the transaction.
(D) Votes will be counted without counting the vote of the interested person.
ARTICLE VI. CONFLICT OF INTEREST
(A) In the event any Director has a conflict of interest that might properly limit such Director's fair and impartial participation in Board deliberations or decisions, such Director shall inform the Board as to the circumstances of such conflict, If those circumstances require the non-participation of the affected director, the Board nonetheless requests from the director any appropriate non confidential information which might inform its decisions."Conflict of Interest" as referred to herein shall include but shall not be limited to, any transaction by or with the Corporation in which a director has a direct or indirect personal interest, or any transactions in which a Director is unable to exercise impartial judgment or otherwise act in the best interest of the Corporation.
(B) No director shall cast a vote, nor take part in the final deliberation in any matter in which he or she, members of his or her immediate family or any organization to which such Director has allegiance, has a personal interest that may be seen as competing with the interest of the Corporation. Any director who believes he or she may have such a conflict of interest shall so notify the Board prior to deliberation on that matter in question, and the Board shall make the final determination as to whether any director has a conflict of interest in any matter. The minutes of the Board meeting shall reflect disclosure of any conflict of interest and the exclusion to cast a vote on the conflict of interest by that director.
ARTICLE VII. COMMITTEES
SECTION 1. BOARD COMMITTEES
The Board of Directors may by resolution adopted by a majority of the directors then in office, create any number of Board Committees, each consisting of two or more directors, to serve at the pleasure of the Board. Appointments to any Board Committee shall be made by any method determined by a majority vote of the directors then in office. Board Committees may be given all the authority of the Board except for the powers to
(A) set the number of directors within range specified in these Bylaws;
(B) elect Directors or remove Directors without cause;
(C) fill vacancies on the Board Of Directors or in any Board Committee;
(D) fix compensation of Directors for serving on the Board or any Board;
(E) adopt or repeal these Bylaws or adopt new Bylaws;
(F) adopt amendments to the Articles of Incorporation of this corporation;
(G) amend or repeal any resolution of the Board of Directors which by its express terms is not so amendable or repealable;
(H) create any other Board Committees or appoint the members of any Board Committees;
(I) approve any merger, reorganization, voluntary dissolution, or disposition of substantially all of the assets of this corporation.
Where it is not reasonably practical to obtain approval of the Board before entering into a self-dealing transaction, a Board Committee may approve such transactions in a manner consistent with the requirements of Sections 3 of Article V of these Bylaws provided that at its next meeting the full Board of Directors determines in good faith that the Board Committee's approval was consistent with the requirements in Section 3 of Article V and that it was not reasonably practical to obtain advance approval by the full Board, and ratifies the transaction by a majority of the Directors then in office without the vote of any interested Director.
SECTION 2. ADVISORY COMMITTEES
The Board of Directors may establish one or more Advisory Committees to the Board. The members of any Advisory Committee may consist of Directors or non-directors and may be appointed as the Board determines. An Advisory Committee may not exercise the authority of the Board to make decisions on behalf of this Corporation, but shall be restricted to making recommendations to the Board or Board Committees, and implementing Board or Board Committee decisions and policies under the supervision and control of the Board or Board Committee.
SECTION 3. MEETINGS OF BOARD COMMITTEES
Meetings and actions of Board Committees shall be governed by and held and taken in accordance with the provisions of Section 1 of Article V of these Bylaws concerning meeting any actions of the Board of Directors with such changes in the contents of those Bylaws as are necessary to substitute the Board Committees and its members. Minutes shall be kept of each meeting of any Board Committee and shall be filed with the Corporate records.
SECTION 4. AUDIT COMMITTEE
For any tax year in which this corporation has gross revenue in excess of one million dollars or more, this Corporation shall have an audit committee whose members shall be appointed by the Board of Directors and may include both directors and non-directors, subject to the following limitations
(A) A majority of the members of the Audit Committee may not consist of the Finance Committee, if any;
(B) the chair of the Audit Committee may not be a member of the Finance Committee, if any;
(C) the Audit Committee may not include the E.D., or the Treasurer;
(D) the Audit Committee may not include any person who has a personal financial interest in any entity doing business with this Corporation, and
(E) Audit Committee members who are not directors may not receive compensation greater than directors for their service.
If the Audit Committee is composed and appointed as required by Section 1 above concerning Board Committees, it shall be deemed a Board Committee on which the other directors are entitled to rely as provided in Section 1 of Article VIII of these Bylaws; otherwise, the Board of Directors shall remain responsible for oversight and supervision of the Audit Committee and Advisory Committees. The Audit Committee shall 1) recommend to the Board of Directors the retention and when appropriate, the termination of an independent certified public account ant to serve as auditor; (2) negotiate the compensation of the auditor on behalf of the Board; (3) confer with the auditor to satisfy the Audit Committee members that the affairs of this corporation are in order; (4) review and determine whether to accept the audit; and, (5) approve performance of any non-audit services provided to this corporation by the auditor's firm..
ARTICLE VIII. MEMBERS
SECTION 1. MEMBERS
The Board of Directors shall determine and set forth in separate documents the qualifications and other conditions of each member. Members will be chosen as to their ability to contribute assets, work and/or expertise that will benefit the goals of the Corporation. Members will not have voting rights unless voting rights are submitted to and voted for by the Board of Directors. Members that have voting rights shall not be compensated for work completed by the member for the benefit of the Corporation. Non-voting members may submit invoices and/or statements for work and or services if such invoice and billing for services have first been approved by the Board of Directors.
SECTION 2. VOTING RIGHTS
Only individual members in good standing that have been approved by the Board of Directors can vote at the annual meeting of the members on those items specified in Section 3 (below) as well as to vote on such other issues as the Board may chose to bring before the members. Other members in good standing may attend meetings, but may not vote.
SECTION 3. MEMBERSHIP MEETINGS
(A) There shall be an annual meeting of the members. During the annual meeting, voting members shall have the right to vote on the following matters only: election of the Board of Directors and officers and approval of the annual budget proposed by the Board. New business will be taken up at a special meeting at the first meeting of the newly-elected Board of Directors.
(B) Special meetings of the members may be called by the Chair, Executive Director or upon the request of 60% percent of the voting members. Members shall receive no less than 10 working days prior written notice of a special meeting. Notice shall be given in the manner specified in Sections 13-13 A of Article V of these bylaws, and the notice shall state the purposes of the special meeting.
SECTION 4. QUORUM AND VOTING
Each voting member in good standing shall have one vote at any meeting of the members. A quorum shall consist of 60% of the total voting members present either in person or by proxy.
A majority of the votes cast at a meeting at which a quorum is present shall constitute the action of the members.
SECTION 5. REMOVAL
Any member may be removed from membership by a majority three-fourths vote of the Board of Directors only for just cause which is defined as conviction of a felony, theft from the corporation, conduct towards any person and/or persons receiving benefits from the corporation and/or discussing the corporation’s Board of Directors and/or other members in any way demeaning to the Corporation orally, in print, and/or other media.
ARTICLE IX, BONDING, INDEMNIFICATION AND INSURANCE
SECTION 1. BONDING
This Corporation requires the E.D. & Treasurer to obtain fidelity bonds as approved by the Directors and paid for by the Corporation. The Board shall request written bids from three or more bonding agencies.
SECTION 2. INDEMNIFICATION
On written request to the Board of Directors in each specific case by any agent seeking indemnification to the extent that the agent has been successful on the merits, the Board shall promptly vote by a majority or quorum consisting of directors who are not parties connected to the proceedings, whether in the specific, the agent has met the applicable standards of conduct, and if so shall authorize the advance expenses incurred by or on behalf of an agent of this corporation in defending any proceedings prior to final disposition if the Board finds that:
(A) the requested advances are reasonable in amount under the circumstances; and
(B) before any advance is made the agent will submit a written undertaking satisfactory to the Board to repay the advance unless it is ultimately determined that the agent is entitled to indemnification for the expenses under this Article.
SECTION 3. INSURANCE
The Director and Board of Directors shall insure the corporation against claims for damages resulting from physical damage, compensation for pain and suffering, loss of life, loss of consortium, etc. The insurance shall defend members of the Board of Directors from slander, liable printed matter or other media. The Director and Board of Directors are not liable for taking action or not taking action unless the party asserting liability can establish the challenged conduct was not in good faith.
(A) A decision was taken or not taken that the Director and members of the Board did not reasonably believe it to be in the best interest of the Corporation
(B) The Director made a decision while not being properly informed to an extent deemed to be reasonable under such circumstances
(C) A lack of objective concern due to the Director's family, financial or business relationship if the relationship could have reasonably affected the E.D.'s conduct in any manner adverse to the Corporation
(D A failure by the Director to devote attention to oversight of the Corporation
(E) The Director or a voting member received a financial benefit to which he and or she was not entitled
(F) The Board of Directors shall obtain and keep in force a director's and officers’ liability insurance policy protecting against any liability asserted against or incurred by an agent of the Corporation in any such capacity or arising out of the agents status as such, and such insurance may provide for coverage against liabilities beyond this corporations' power to indemnify the agent under law.
ARTICLE X. MISCELLANEOUS
SECTION 1. FISCAL YEAR
The fiscal year of this corporation shall end on JUNE 30.
SECTION 2. ANNUAL REPORTS TO DIRECTORS
Within 120 days after the end of this Corporation's fiscal year, the Director shall furnish a written report to all directors of this Corporation containing the following information:
(A) the assets and liabilities of this Corporation as of the end of the fiscal year
(B) the principal changes in assets and liabilities during the fiscal year
(C) the revenue or receipts of this Corporation
(D) the expenses or disbursements of this Corporation
(E) any transactions during the previous fiscal year involving $ 50,000.00 or more of this Corporation between any of its directors or officers and the amount of indemnification or advances aggregating more than $ 100,000.00 paid during the fiscal year to any officer or director of this Corporation. For each transaction, the report must disclose the name of the interested person involved in any such transaction, stating such person’s relationship to this Corporation, the nature of such person's interest in the transaction, and where practical, the value of such interest.
SECTION 3. REQUIRED FINANCIAL AUDITS
This Corporation shall obtain a financial audit for any tax year in which it receives or accrues gross revenue of 1 million dollars or more, excluding grant or contract income from any governmental entity for which the governmental entity requires an accounting.
Whether or not they are required by law, any auditioned financial statements obtained by this Corporation shall be made available for inspection by the Attorney General of West Virginia and the general public, within nine months after the close of the fiscal year to which the statements relate and shall remain available for three years
(A) by making them available at the Corporation's principal office during regular business hours and
(B) either by mailing a copy to any person who so requires in person or by writing or by posting them on this Corporation's website.
(C) The foregoing report shall be accompanied by any report thereon of any independent accounts or, if there is no such report, the certificate of an authorized officer of this corporation that such statements were prepared without an audit from the books and records of this Corporation.
(D) Any person requesting a written copy by mail shall incur the Corporation's expense for preparing, printing, and mailing at a cost of 25 cents per sheet and $10 per hour for time spent.
SECTION 4. AMENDMENTS
Proposed amendments to these Bylaws shall be submitted in writing to the directors at least two weeks in advance of the Board Meeting at which they will be considered for adoption.
The vote of a majority of the directors then in office or the unanimous written consent of the directors shall be required to adopt a Bylaw amendment.
SECTION 5. DISSOLUTION AND DISBURSEMENTS OF ASSETS
There shall be no self enrichment by any member of the Board of Directors and/or appointed committees of the Board Of Directors or any Members. Upon cessation of the purpose of this corporation and in accordance with West Virginia Law regarding ARTICLES OF DISSOLUTION OF A VOLUNTARY DISSOLUTION OF A WV CORPORATION and in compliance with IRS form 1023, this corporation will sell all equipment and furnishings to the general public, and sell all real estate owned. Proceeds from all sales will first be applied to pay any tax or employment report and any outstanding taxes, assessments or penalties to the State Of West Virginia and to The United States Of America and the to pay any creditors the corporation owes. Any remaining proceeds will be given to a non-profit corporation that has a similar purpose as this corporation.
SECTION 6. GOVERNING LAW
In all matters not specified in these Bylaws or in the event these Bylaws shall not comply with applicable law of the State of West Virginia and the WEST VIRGINIA NONPROFIT CORPORATION ACT shall govern over these matters.