Empowering low-income people of LaPorte, Pulaski, Starke, Jasper, Newton, Cass and
Porter Counties through:
ommunication that effects change
nd promoting self-sufficiency
1.1 The name of this organization shall be North Central Community Action Agencies, Inc., a nonprofit corporation organized under the laws of the State of Indiana (the “Corporation”).
1.2 The principal office and place of business of the Corporation shall be located in the City of Michigan City, Indiana, unless the Board of Directors concludes that such office should be located elsewhere within the three-county area served by the Corporation (the “Region,” which encompasses LaPorte County, Pulaski County, and Starke County, Indiana). County service offices may be maintained by the Corporation as needed.
Purposes and Powers
2.1 The Corporation is organized and shall be operated exclusively for charitable and educational purposes within the meaning of sections 170(c) (2) (B), 501(c) (3), 2055(a) (2), and 2522(a) (2) of the Internal Revenue Code of 1986, as amended (the “Code”), or corresponding provisions of any subsequent federal tax laws. Specifically, the Corporation’s purposes include:
(a) Eliminating poverty and its causes in LaPorte, Starke, and Pulaski Counties including (but not limited to) those provided for by Public Law 88-452, as adopted by an Act of Congress dated August 20, 1964, and any corresponding provisions of subsequent legislation.
(b) To provide for the planning and development of programs that will: (i) promote economic development in a manner not inconsistent with the limitations set forth in Code section 501(c)(3); (ii) provide affordable housing for low to moderate-income people; (iii) intervene at critical points in the causes of poverty; and (iv) enable families and individuals to become more self-sufficient, and to provide ongoing research related to poverty and economic development that is not inconsistent with the limitations set forth in Code section 501(c)(3).
(c) To receive and administer funds to carry out programs and activities as required to fulfill the Corporation’s mission, to contract and subcontract for special services and facilities to assist in carrying out such programs, and in general, to utilize all resources made available to the Corporation to fulfill its mission.
(d) To solicit, receive, and utilize donations and grants of money, property, or services from any individual or private source for the purposes set forth herein.
(e) To assist in the coordination of community efforts focused on poverty and economic development that is not inconsistent with the limitations set forth in Code section 501(c) (3).
(f) In furtherance of the aforesaid purposes, to transact any and all lawful business for which corporations may be incorporated under the Act provided such business is not inconsistent with the Corporation being organized and operated exclusively for charitable and educational purposes.
2.2 The Corporation’s primary purpose is to help alleviate the problems suffered by individuals or families who are unemployed, underemployed, or generally underprivileged, particularly through their own involvement in finding solutions to their problems.
2.3 The Corporation is empowered to hold property, both real and otherwise, to enter into contracts, to pursue and receive any and all financial benefits, both private and public, for which it is eligible under the law, which would enhance its ability to attain the objectives of the Corporation.
Authority and Responsibility of the Board of Directors
3.1 The Corporation’s Board of Directors shall supervise, control, and direct the business and affairs of the corporation. All Directors shall fully participate in the development, planning, implementation, and evaluation of programs offered by the Corporation in its service of low-income individuals and families.
Composition of Board, Terms of Office, Removal and Resignation of Directors
4.1 Composition: The Board of Directors shall consist of fifteen (15) members unless otherwise specified by the Board of Directors. Each member of the Board of Directors must be a resident and/or employed or a business owner of the county within the Corporation’s Region that he or she represents. Moreover, there shall be five (5) Low-Income Sector Directors, five (5) Public Sector Directors, and five (5) Private Sector Directors.
The Board of Directors shall reflect the following composition:
(a) Public Sector Directors: One-third (1/3) of the directors shall be elected officials or individuals designated by such elected officials and approved by the Board of Directors (collectively, “Public Sector Directors”).
(b) Low-Income Sector Directors: At least one-third (1/3) of the directors shall be persons representing low-income individuals residing, employed and/or business owner in the Region (collectively, “Low-Income Sector Directors”).
(c) Private Sector Directors: No more than one-third (1/3) of the directors shall be representatives of business, industry, labor, religious organizations, public service utilities, or other groups (collectively, “Private Sector Directors”).
4. 2 Public Sector Directors: The Board of Directors shall select elected public officials to serve as Public Sector Directors. If the number of elected officials reasonably available and willing to service is less than one-third of the board, the Corporation may select appointed public officials to serves. If public officials selected by the Board of Directors cannot serve themselves, by their discretion they may designate a person who will serve in the best interest of the Region, subject to approval by the Corporation’s Board of Directors. Should a public official fail, within the period specified by the Corporation’s board to accept the seat themselves or appoint a representative, the Corporation’s board shall select another public official to fill the seat.
4.3 Low-Income Sector Directors: The board shall adopt and implement selection procedures Low-Income Directors, which it may revise from time to time. Such procedures may include:
i) Election by ballots cast by Corporation’s clients and/or other low-income people in the Corporation’s Region;
ii) Selection at a community meeting in a low-income neighborhood in the Corporation’s Region and publicized to low-income people in the Region; or
iii) Designation by organizations in the Corporation’s Region comprised of a majority of low-income people (Low-Income Organizations).
4.4 Private Sector Directors: The board shall select individuals who are officials or members of business, industry, labor, religious, law enforcement, education, or other major groups and interests in the community served to serve as Private Sector Directors. To fill Private Sector Director seats, the Board of Directors select organizations representing business, industry, labor, religious, law enforcement, education, or other major groups and interests in the Corporation’s Region (Private Sector Organizations) to designate from among their officials or members, individuals to serve on the Corporation’s Board of Directors. Each such organization shall be entitled to designate one individual, subject to the approval of the Corporation’s board, to serve as a Private Sector Director. Should such an organization fail, within the period to designate an individual to serve as a Private Sector Director, the Corporation’s board shall ask another organization to designate such an individual.
4.5 Petition for Board Representation (Low-Income and Private Sectors): A low-income individual, community organization, religious organization, or representative of low-income individuals that considers its organization, or low-income individuals, to be inadequately represent on the board may submit a petition for representation to the board pursuant with 42 U.S.C. 9908(b)(10). The petition must be signed by 50 individuals, unless the President determines that it is appropriate to waive this requirement in a particular case. A written statement of the board’s action on the petition shall be provided to the petitioning individual or group (and if required by law, regulation, or government funding source policy, a copy of the statement shall be sent to the appropriate government funding source(s)). Should it decide to provide representation of the petitioning organization or interest, the board shall take any actions necessary to provide that representation while ensuring that the board’s composition meet the requirements of the federal Community Services Block Grant and Indiana Community Action Agencies state law (IC-12-14-13).
4.6 Terms of Office: Each Director shall serve for a 3 year term, or until he/she dies, resigns, is removes, or becomes disqualified. A Public Sector Director shall serve for the duration of his or her term as an elected official (or, in the case of a Public Sector Director who is not an elected official, for the duration of the term of the elected official who designated him or her). Subject to the foregoing, a Public Sector Director may serve for three consecutive terms of office and any number of nonconsecutive terms after an absence of 12 months. These term limits shall be effective the date of Board approval.
Each Low-Income Sector Director and Private Sector Director shall serve for a term of 3 years. Provided, however, that the Board of Directors may prescribe that such term shall conclude on the date of a regular Board meeting that has been identified as an annual meeting. Low-Income Sector Directors and Private Sector Directors may serve for three consecutive terms and any number of nonconsecutive terms after an absence of 12 months. These term limits shall be effective the date of Board approval.
4.7 Removal of Directors: A Public Sector Director may be removed only by the designating official who designated him or her. In the event that any of the conditions for removal described below in Section 4.8(a) or 4.8(b) of this Article are applicable to a Public Sector Director, the Board of Directors may recommend that the designating official remove the Public Sector Director and designate another Public Sector Director to fill the vacancy.
4.8 A Low-Income Sector Director or a Private Sector Director may be removed as follows:
(a) Upon the affirmative votes of a majority of the directors then in office (upon a hearing at which the director in question shall be entitled to be fully heard and represented by counsel), with or without cause, including (but not limited to):
(a.i) disloyalty or any other actions indicating the lack of support for the Corporation’s principles and policies; or
(a.ii)the issuance of orders or instructions to employees of the Corporation; or
(b) Automatically upon:
(i) his or her absence from three (3) unexcused consecutive Board meetings; and
(ii) his or her failure to respond within ten (10) days to a written inquiry from the Board of Directors regarding his or her intent to continue as a member of the Board of Directors.
4.9 Resignation: Any director may resign at any time by giving written notice of such resignation to the Board of Directors, the President, or the Secretary of the Corporation. Such resignation shall take effect at the time specified therein, or if no time is specified, at the time of its receipt by the Board of Directors, the President, or the Secretary. The acceptance of a resignation shall not be necessary to make it effective. A Director who ceases to meet the qualifications for service as a director, as specified in these Bylaws and by the Board from time to time, is deemed to have resigned as of the date he or she ceases to meet those qualifications.
4.10 No Director shall: (i) have a financial interest in the Corporation or any business entity that transacts or seeks to transact business with the Corporation; or (ii) be an immediate family member of an employee of the Corporation or any business entity that transacts or seeks to transact business with the Corporation. The term “immediate family member” includes spouses, parents, grandparents, children, grandchildren, siblings, parents-in-law, siblings-in-law, and children-in-law, and includes such relatives who are adopted or step-family members.
Any director who is a federal employee is prohibited from serving in any capacity that would require him or her to act as an agent of or attorney for the Corporation in its dealings with any federal government departments or agencies.
4.11 Vacancies: Any vacancy on the Board of Directors created by the resignation or removal of an elected official who is a Public Sector Director shall be filled by the Board of Directors. Any vacancy on the Board of Directors created by the resignation or removal of a Public Sector Director designated by an elected official shall be filled by the elected official who designated him or her. Any vacancy on the Board of Directors created by the resignation or removal of a Low-Income Sector Director shall be filled by an alternate pursuant to the procedure described in Section 4.6(b)(iv) of this Article. Any vacancy on the Board of Directors created by the resignation or removal of a Private Sector Director may, but need not, be filled by the Board of Directors pursuant to the election procedure described in Section 4.6(a) of this Article. The Board of Directors shall fill all vacancies within ninety (90) days of the resignation or removal of a director.
4.12 Notwithstanding any other provision of these Bylaws, the Corporation shall comply in all respects with the Indiana Open Door Law (currently codified at Indiana Code section 5-14-1.5, et seq.), and any corresponding provision of subsequent Indiana law, in connection with all regular or special meetings of the Board of Directors.
Board of Directors Meetings and Quorum
5.1 Subject to the provisions of the Corporation’s Amended and Restated Articles of Incorporation (the “Articles”) and these Amended and Restated Bylaws (the “Bylaws”), the affairs of the Corporation shall be managed and controlled by, and under the supervision of, the Board of Directors.
5.2 Regular Meetings: The Board of Directors shall hold regular meetings once a month at least
(12) times annually, pursuant to a schedule fixed by these Bylaws or by resolution of the Board of Directors, for the purpose of transacting such business as properly may come before the Board of Directors. Meetings will be held at such a time and place which will be convenient for attendance by board members, with particular regard to convince of Low-Income Sector Directors.
5.3 Annual Meeting: The Board of Directors shall hold an annual meeting at the regular January meeting of the Board of Directors or the first meeting of the new calendar year (the “Annual Meeting”).
5.4 The business to be conducted by the Board of Directors at the Annual Meeting shall include:
(a) Electing Directors and Officers.
(b) Holding a public meeting during which members of the public may offer opinions, comments, and suggestions concerning the functions and activities of the Corporation.
5.5 Notwithstanding Section 5.2 of this Article, the Board of Directors may hold special meetings for any lawful purpose upon not less than five (5) days’ notice, as described in Section 5.6 of this Article, upon any call by the President, the Executive Director, or twenty percent (20%) or more of the members of the Board of Directors. A special meeting shall be held at such date, time, and place inside the State of Indiana or elsewhere as specified in the call of the meeting.
5.6 Written notice of the date, time, and place of each special meeting of the Board of Directors shall be delivered or mailed to each member of the Board of Directors so that such notice is effective at least five (5) days before the date of the meeting. Each notice shall include draft minutes of the previous meeting of the Board of Directors and an agenda for the upcoming meeting (the “Agenda”).
Written notice (including notice by telefax or electronic mail, where applicable) shall be effective at the earliest of the following:
(a) When received; or
(b) On the date deposited, as evidenced by the postmark, if sent by United States mail.
Public notice shall be given pursuant to the requirements of the Indiana Open Door Law (currently codified at Indiana Code section 5-14-1.5, et seq.), and any corresponding provision of subsequent Indiana law.
5.7 Agenda: The Agenda for all meetings of the Board of Directors shall include a roll call (with seating of new members and the establishment of a quorum), the reading and approval of the minutes of the preceding meeting, a President’s report, an Executive Director’s report, committee reports, and old and new business.
5. 8 Quorum: Fifty percent (50%) plus one (1) of the directors in office immediately before a meeting begins shall constitute a quorum for the transaction of any business properly to come before the Board of Directors. Each director shall be entitled to one (1) vote on each matter coming before the Board of Directors; provided, however, that the President may vote only in case of a tie. Unless otherwise provided in these Bylaws, 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.
5.9 Proxy Voting: Voting by proxy is permitted at meetings of the board with written notification from the absent board member. An appointment of a proxy is effective when received by the Secretary or other officer or agent authorized to tabulate votes. The proxy procedure shall be used sparingly:
i) No board member present shall hold more than (1) proxy for an absent member per
ii) No absent member shall give their proxy for more than two (2) months per calendar year.
5.10 Each director is selected to represent a specific geographic area within the Region and must reside in the area that he or she represents.
5.11 Minutes: The Board of Directors shall maintain written minutes of each meeting, which shall include a record of votes on all motions. Draft minutes of the previous meeting shall be distributed to all directors before the subsequent meeting and shall be made available to the public upon request (including translations of such minutes for areas of the Region in which a significant portion of the low-income population does not speak English).
5.12 All meetings of the Board of Directors and the Executive Committee shall be held in accordance with “Robert’s Rules of Order,” latest edition.
5.13 The Board of Directors, or a committee thereof, may (a) permit a director or a committee member to participate in a meeting by or (b) conduct a meeting through the use of any means of communication by which all directors or committee members may simultaneously hear each other during the meeting. A director or committee member participating in a meeting by such means shall be considered present in person at the meeting. Notwithstanding the foregoing, members of the public attending a meeting also must be able to hear all persons participating in the meeting.
5.14 Reimbursement: The Board of Directors may be reimbursed for reasonable agency-related travel, meal, and lodging expenses at rate and events approved by the entire Board of Directors.
6.1 The officers of the Corporation shall consist of a President, a Vice President, a Secretary, a Treasurer, and such other officers as the Board of Directors may otherwise elect. An officer may simultaneously hold more than one (1) office. Each officer shall be elected by the Board of Directors and shall serve for one (1) year, or such other period as prescribed by the directors at the time of such election, and until the officer’s successor is elected and qualified. Each officer must be a member of the Board of Directors.
6.2 The President shall preside at all meetings of the Board of Directors of the Corporation and the Executive Committee and shall be responsible for implementing policies established by the Board of Directors. The President shall perform such other duties as the Board of Directors may prescribe. The President shall serve ex-officio as a member of all committees of the Board of Directors except the Nominating Committee, if any. The President shall, on behalf of the Corporation, execute such notes, deeds, contracts, or other legal documents as the Board of Directors may direct. The President shall perform such other duties as the Board of Directors may prescribe.
6.3 The Vice President shall perform all the duties of the President in the absence of the President and, when so acting, shall have all of the powers of and be subject to all the restrictions upon the President. The Vice President shall also perform such other duties and have such other powers as the Board of Directors may determine from time to time. The Vice President shall be kept informed of all ordinary business of the Corporation.
6.4 The Secretary shall record the minutes of all meetings of the Board of Directors and the Executive Committee. The Board of Directors may request a recording secretary from the Corporation’s staff to assist. All official records and minutes of the Corporation shall be kept in a book or books and maintained in the principal office of the Corporation and shall be open at all reasonable times to the inspection of any director. Such book or books shall also contain the Corporation’s Articles of incorporation and Bylaws, as well as any amendments thereto, and the names and addresses of all current directors of the Corporation. The Secretary shall perform the duties usual to the position of Secretary and such other duties as the Board of Directors or the President may prescribe.
6.5 The Treasurer shall serve on the Finance Committee and any Auditing Committee. The Treasurer shall monitor the Corporation’s revenue and expenditures, and shall countersign checks together with the signature of the Executive Director. In the absence of either the Treasurer or the Executive Directors, the President or Vice-President shall sign checks. The Treasurer shall ensure that the Board of Directors understands the financial situation of the Corporation (including ensuring that financial statements for each month are available for each meeting of the Board of Directors and are kept on file at the Corporation’s principal office). The Treasurer shall perform the duties usual to the position of Treasurer and such other duties as the Board of Directors or the President may prescribe.
6.6 The duties and powers of other officers shall be established from time to time by resolution of the Board of Directors.
6.7 Any vacancy in any officer shall be filled by the Board of Directors, and the person elected to fill such vacancy shall serve until the expiration of the term vacated and until his or her successor is elected and qualified.
6.8 Any officer may be removed by the Board of Directors at any time, with or without cause, by the affirmative vote of a majority of the directors then in office. A removed officer shall remain a member of the Board of Directors unless he or she is removed as a director as provided in Article IV, Section 4.7, of these Bylaws.
7.1 There shall be an Executive Committee, which shall comprise the elected officers of the Corporation. The Executive Committee shall have and exercise all of the authority of the Board of Directors in the management of the Corporation’s affairs during intervals between the meetings of the Board of Directors. Without limiting the foregoing, the Executive Committee shall have the following duties, among others:
(a) To give preliminary study and consideration to proposed programs and projects within the scope of the Corporation’s mission and report on such proposals to the Board of Directors;
(b) To develop annual plans, priorities, and objectives for consideration by the Board of Directors;
(c) To evaluate the Executive Director annually and to make recommendations to the Board concerning annual salary adjustments for the Executive Director; and
(d) To serve as a personnel appeals body to hear and consider employee grievances.
The Executive Committee shall be subject to the authority and supervision of the Board of Directors.
7.2 The Finance Committee may, upon resolution of the Board of Directors, serve as the Audit Committee of the Corporation. The Audit Committee shall assist the Board of Directors in fulfilling its oversight responsibilities by monitoring:
(a) To identify community financial resources that can assist, directly or indirectly, in achieving goals and objectives identified by the Board of Directors;
(b) To monitor the Corporation’s financial transactions, ensure that budgets are followed, and report thereon at regular Board meetings; and
(c) To oversee Corporation assets, including inventories and liabilities, and to ensure that the Corporation is following recognized best practices of financial administration.
(d) Overall system of internal control and risk mitigation;
(e) The integrity of the financial statements of the Corporation;
(f) Compliance by the corporation with legal and regulatory requirements and ethical standards;
(g) The independence and performance of the Corporation’s independent auditors..
In addition, the Audit Committee shall have such other powers and perform such other duties as the board may specify from time to time.
7.3 There shall be a Governance/Nominating Committee, which will be comprised of at least three (3) Board Members shall have the following duties, among others:
(a) To oversee board member recruitment (including administering the low0income board member democratic selection process, recommending candidates for Public and Private Sector board seats, and ensuring that the board fill its vacancies promptly), board orientation, and training;
(b) Coordinate the board’s periodic evaluation process of itself and the Corporation’s governance structure, policies, and procedures;
(c) Coordinate periodic review of the Corporation’s Articles of Incorporation and By Laws; and
(d) Have such other powers and perform such other duties as the board may specify from time to time.
7.4 There shall be a Program and Priorities Committee, which will be comprised of at least three (3) board members. The Program and Priorities Committee shall have the following duties, among others:
(a) To monitor the Corporation’s progress in achieving goals and objectives;
(b) To evaluate the Corporation’s operational effectiveness; and
(c) To review the Corporation’s funding proposals which are required on an annual basis.
7.5 The Board of Directors may establish other committees to accomplish the goals and execute the programs of the Corporation. Such committees shall have such responsibilities and powers as the Board of Directors shall specify. Members of such committees may, but need not, be members of the Board of Directors. The members and the chair of each such committee shall be appointed by the President, subject to the approval of the Board of Directors. The Board of Directors may specify the number of members to serve on each such committee. The President may serve as a member of each such committee.
8.1 The Board of Directors shall employ an Executive Director who shall be the chief executive officer of the Corporation. The Executive Director shall be selected on the basis of his or her professional qualifications and he or she shall serve at the pleasure of the Board of Directors. The Executive Director shall: (i) manage day-to-day affairs of the Corporation; (ii) implement goals and policies established by the Board; and (iii) report on and advise the Board and its committees concerning the affairs and activities of the Corporation. The Executive Director shall be empowered to hire, supervise, and terminate the Corporation’s other employees in accordance with personnel policies established by the Board. In addition, the Executive Director shall perform such other duties and have such other powers as the Board may determine from time to time. The Board shall evaluate the Executive Director and set his or her compensation on an annual basis. The Executive Director may (and where required by the Board or one of its committees, shall) attend meetings of the Board and its committees unless excluded by a majority vote of the Board or committee at a meeting at which a quorum is present or by a policy established by the Board. The Board may remove the Executive Director at any time with or without cause. Removal without cause shall be without prejudice to the Executive Director’s contract rights, if any, and the appointment of the Executive Director shall not itself create contract rights.
8.2 Except for the purpose of inquiry by the Board of Directors, neither the Board of Directors nor the individual members thereof shall issue an order or instruction to any staff member of the Corporation. Violation of this section shall be reported to the Board of Directors for determination and the violator shall be subject to removal from Board of Directors.
8.3 No member of the Board of Directors shall be considered for employment with the Corporation until his or her resignation has been accepted by the Board of Directors and been in effect for thirty (30) days.
Fiscal Year, Execution of Instruments, and Bonding
9.1 Fiscal Year: The fiscal year shall begin on the first day of January and end at the close of business on the last day of December.
9.2 Execution of Instruments: Expect as the Board of Directors may generally or in particular cases authorize the execution thereof in some other manner, all deeds, leases, transfers, contracts, bonds, notes, checks, drafts, and other obligations made, accepted, and endorsed by the Corporation shall be signed by the President or Executive Director and checks drawn on any account of the Corporation shall be signed by with the President, Vice-President, Treasurer, or Executive Director (“each an Authorized Check Signatory”) and, if in excess of any amount determined by the board from time to time, countersigned by another Authorized Check Signatory. Unless authorized by the Board of Directors, no officer, employee, or agent shall have any power of authority to bind the Corporation by any contract or agreement, or to pledge its credit, or to render it liable for any purpose or any amount.
Indemnification of Directors and Officers
10.1 To the extent not inconsistent with applicable law, every person (and the heirs and personal representatives of such person) who is or was a director, officer, employee, or agent of the Corporation shall be indemnified by the Corporation against all liability and reasonable expense that may be incurred by him or her in connection with or resulting from any claim, action, suit, or proceeding (a) if such person is wholly successful with respect thereto or (b) if not wholly successful, then if such person is determined (as provided in Section 10.3 of this Article X) to have acted in good faith, in what he or she reasonably believed to be the best interests of the Corporation (or, in any case not involving the person’s official capacity with the Corporation, in what he or she reasonably believed to be not opposed to the best interests of the Corporation), and, with respect to any criminal action or proceeding, is determined to have had reasonable cause to believe that his or her conduct was unlawful (or no reasonable cause to believe that the conduct was unlawful). The termination of any claim, action, suit, or proceeding by judgment, settlement (whether with or without court approval), or conviction, or upon a plea of guilty or of nolo contendere (no contest) or its equivalent, shall not create a presumption that a person did not meet the standards of conduct set forth in this Article X.
(a) As used in this Article X, the phrase “claim, action, suit, or proceeding” shall include any threatened or completed civil, criminal, administrative, or investigative action, suit, or proceeding and all appeals thereof (whether brought by or on behalf of the Corporation, any other corporation, or otherwise), whether formal or informal, in which a person (or his or her heirs or personal representatives) may become involved, as a party or otherwise:
(i) By reason of his or her having been a director, officer, employee, or agent of the Corporation or of any corporation where he or she served as such at the request of the Corporation, or
(ii) By reason of his or her acting or having acted in any capacity in a corporation, partnership, joint venture, association, trust, or other organization or entity where he or she served as such at the request of the Corporation, or
(iii) By reason of any action taken or not taken by him or her in any such capacity, whether or not he or she continues in such capacity at the time such liability or expense shall have been incurred.
(b) As used in this Article X, the terms “liability” and “expense” shall include, but shall not be limited to, counsel fees and disbursements and amounts of judgments, fines, or penalties against, and amounts paid in settlement by or on behalf of, a person.
(c)As used in this Article X, the term “wholly successful” shall mean (i) termination of any action, suit, or proceeding against the person in question without any finding of liability or guilt against him or her, (ii) approval by a court, with knowledge of the indemnity provided in this Article X, of a settlement of any action, suit, or proceeding, or (iii) the expiration of a reasonable time after the making of any claim of any action, suit, or proceeding without the institution of the same, without any payment or promise made to induce a settlement.
10.3 Every person claiming indemnification under this Article X (other than one who has been wholly successful with respect to any claim, action, suit, or proceeding) shall be entitled to indemnification if (a) special independent legal counsel, which may be regular counsel of the Corporation or any other disinterested person or persons, in either case selected by the Board of Directors, whether or not a disinterested quorum exists (such counsel or person or persons being hereinafter called the “referee”), shall deliver to the Corporation a written finding that such person has met the standards of conduct set forth in Section 10.1 of this Article X and (b) the Board of Directors, acting upon such written finding, so determines. The person claiming indemnification shall, if requested, appear before the referee and answer questions that the referee deems relevant and shall be given ample opportunity to present to the referee evidence upon which he or she relies for indemnification. The Corporation shall, at the request of the referee, make available facts, opinions, or other evidence in any way relevant to the referee’s findings that are within the possession or control of the Corporation.
10.4 The right of indemnification provided in this Article X shall be in addition to any rights to which any person may otherwise be entitled.
10.5 Irrespective of the provisions of this Article X, the Board of Directors may, at any time and from time to time, approve indemnification of directors, officers, employees, agents, or other persons to the fullest extent permitted by applicable law, or, if not permitted, then to any extent not prohibited by such law, whether on account of past or future transactions.
10.6 Expenses incurred with respect to any claim, action, suit, or proceeding may be advanced by the Corporation (by action of the Board of Directors, whether or not a disinterested quorum exists) prior to the final disposition thereof upon receipt of an undertaking by or on behalf of the recipient to repay such amount unless he or she is entitled to indemnification.
10.7 The Board of Directors is authorized and empowered to purchase insurance covering the Corporation’s liabilities and obligations under this Article X and insurance protecting the Corporation’s directors, officers, employees, agents, or other persons. Unless otherwise specified by the Board of Directors, at all times the Board shall maintain such insurance with coverage of at least $1,000,000 (per occurrence and aggregate).
Conflicts of Interest
11.1 General Statement and Procedures: It is the policy of the Corporation and its Board of Directors that the Corporation’s directors, officers, and employees carry out their respective duties in a fashion that avoids actual, potential, or perceived conflicts of interest. The Corporation’s directors, officers, and employees shall have the continuing, affirming duty to report any personal ownership, interest, or other relationship that might affect their ability to exercise impartial, ethical, and business-based judgments in fulfilling their responsibilities to the Corporation. This policy shall be further subject to the following principles:
(a) Directors, officers, and employees of the Corporation shall conduct their duties with respect to potential and actual grantees, contractors, suppliers, agencies, and other persons transacting or seeking to transact business with the Corporation in a completely impartial manner, without favor or preference based upon any consideration other than the best interests of the Corporation.
(b) Directors, officers, and employees of the Corporation shall not seek or accept for themselves or anyone else, from any person or business entity that transacts or seeks to transact business with the Corporation, any gifts, entertainment, or other favors relating to their positions with the Corporation that exceed common courtesies consistent with ethical and accepted business practices.
(c) If a director, or a director’s immediate family member (the term “immediate family member” includes spouses, parents, grandparents, children, grandchildren, siblings, parents-in-law, siblings-in-law, and children-in-law, and includes such relatives who are adopted or step-family members), directly or indirectly owns a significant financial interest in, or is employed by, any business entity that transacts or seeks to transact business with the Corporation, the director shall disclose that interest or position and shall refrain from voting on any issue pertaining to the transaction.
(d) Officers and employees of the Corporation shall not conduct business on behalf of the Corporation with a relative or a business entity in which the officer, employee, or his or her relative owns a significant financial interest or by which such officer, employee, or relative is employed, except where such dealings have been disclosed to, and specifically approved and authorized by, the Board of Directors of the Corporation.
(e) The Board of Directors may require the Corporation’s directors, officers, or employees to complete annually (or as otherwise scheduled by the Board) a disclosure statement regarding any actual or potential conflict of interest described in these Bylaws. The disclosure statement shall be in such form as may be prescribed by the Board and may include information regarding a person’s participation as a director, officer, or employee of any other nonprofit organization. The Board of Directors shall be responsible for oversight of all disclosures or failures to disclose and for taking appropriate action in the case of any actual or potential conflict of interest transaction.
(f) Directors who are federal employees shall be prohibited from serving the Corporation in any capacity that would require them to act as an agent of, or attorney for, the Corporation in its dealings with any departments or agencies of federal government.
(g) Directors of the Corporation:
(a.i) shall not have a financial interest with the Corporation or its delegate agencies;
(a.ii) shall not receive compensation for serving as Directors or providing services to the Corporation;
(a.iii) shall not be employed, nor shall their immediate family members be employed, by the Corporation or its delegate agencies; and
(a.iv) shall operate as an entity independent of staff employed by the Corporation.
(h) No individual who has served as a director of the Corporation within the past thirty (30) days may be employed by the Corporation.
11.2 Validity of Actions: The failure of the Corporation, its Board of Directors, or any or all of its directors, officers, or employees to comply with the conflict of interest provisions of these Bylaws shall not invalidate, cancel, void, or make voidable any contract, relationship, action, transaction, debt, commitment, or obligation of the Corporation that otherwise is valid and enforceable under applicable law.
The power to make, alter, amend, or repeal the Bylaws is vested in the Board of Directors of the Corporation; provided, however, that (a) written notice of any proposed change in the Bylaws must be given to each member of the Board of Directors so that such notice is effective at least fourteen (14) days prior to the meeting at which such change shall be considered; and (b) any alteration, amendment, or repeal of the Bylaws shall require the approval of a majority of the directors then in office.
The Amended and Restated Bylaws were adopted on FEBRUARY 27, 2012.