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Bylaws of Wings of Hope, Inc. (Adopted April 22, 2006) Federal I.D. # 84-1708330
Section 1. 1 – The name of the organization shall be Wings of Hope, Inc. It is organized in compliance with the laws of
Section 1.2 – Principal Office: The principal office of Wings of Hope for the transaction of its business will be at the office of the Treasurer of the organization. Section 1.3 – Change of Principal Office: The location of the organization’s principal office can be changed only by amendment of these Bylaws and not otherwise. Section 1.4 – The Corporation may also have offices at such other places where it is qualified to do business, as its business may require and as the Board of Directors may, from time to time, designate.
Section 2.1 – Purpose: Wings of Hope is organized exclusively for charitable purposes. The specific purposes of this organization are: To support the objective of the Wings of Hope which is to provide ceremonial butterfly releases and/or programs as a means of support to other groups (non profit or otherwise) and individuals who are facing difficult circumstances. It is designed to provide the opportunity for children and families in crisis to encounter butterflies - and allow those butterflies to bring encouragement to those who need "lifting up" because of difficult life circumstances. A Wings of Hope program has been in existence since 1999 under the auspices of the International Butterfly Breeders Association, Inc. (a 501 C 6) and has been run exclusively by volunteers. The Board of Directors of the IBBA, Inc. voted in April of 2006 to establish Wings of Hope as a charitable organization. Wings of Hope will seek public and private funds as a way to support its goals. Contributions to Wings of Hope will be deductible as charitable contributions on the donor’s federal and/or state income tax return. Fund-raising events – Wings of Hope may conduct fund-raisers. In raising money through fund-raising events, if the donor receives something of value in return for the contribution, a common occurrence with fund-raising efforts, a part or all of the contribution may not be tax deductible. This may occur for example when merchandise or benefits are given in return for payment of a specified minimum contribution. Wings of Hope will disclose this IRS regulation in the event of a fund-raiser. (Reference IRS Publication 1771, Charitable Contributions-Substantiation and Disclosure Requirements) Wings of Hope is organized specifically for purposes within the meaning of Section 501 C 3 of the Internal Revenue Code. Section 2.2 Wings of Hope will not be organized or operated for the benefit of private interests. No part of the organization’s net earnings will inure to the benefit of private shareholders or individuals. Section 2.3 The organization will not, as a substantial part of its activities, attempt to influence legislation (unless it elects to come under the provisions allowing certain lobbying expenditures) or participate to any extent in a political campaign for or against any candidate for public office. Section 2.4 No activities of this organization shall consist of participating in, or intervening in, any political campaign on behalf of or in opposition to, any candidate for public office.
Section 3.1 Membership: Membership shall consist of the Board of Directors.
Section 4.1 – Board role, size and compensation: The board is responsible for overall policy and direction of the association, and delegates responsibility of day-to-day operations to the staff and committees. Subject to the provisions of the general laws of the Commonwealth of Massachusetts and to any limitations in the forthcoming Certificate of Incorporation as well as these Bylaws relating to action required or permitted, the activities and affairs of this organization shall be conducted and all corporate powers shall be exercised by or under the direction of the Board of Directors. The board shall have up to 11 but not fewer than 3 members. Newly created directorships (over the initial fixed number) shall be filled at the next election of Directors. Compensation, if any, for directors, officers or staff will be determined by the Board of Directors. In all cases, any salaries received by Officers of the organization shall be reasonable and given in return for services actually rendered the organization which relate to the performance of the non-profit purposes of Wings of Hope. Only the Board, except as otherwise provided for in these bylaws or under the laws of
From time-to-time the Board may bestow Honorary Membership to certain individuals to help promote and achieve the purpose of the organization. Honorary Members will have no voting powers. Section 4.2 – IBBA Representation. At least a majority of the Board will consist of members of the International Butterfly Breeders Association, Inc. and within that majority one member must be an elected and/or appointed board member of the International Butterfly Breeders Association. Section 4.3 – Terms: All board members shall serve two-year terms, but are eligible for re-election for up to three consecutive terms. A board member who has served three consecutive terms will be eligible to run for a Board seat after two years. There will be no limit to the number of times one may serve as a Director. Section 4.4 – Meetings and Notice: The board shall meet at least twice per year, at an agreed upon time and place. Meetings may also be held via internet or telephone connection. An official board meeting requires that each board member have written notice at least two weeks in advance. An Annual Meeting is required and notice of the Annual Meeting shall be given to the Directors not less than 10 days prior to the meeting. Section 4.5 – Board elections: During the last quarter of each fiscal year of the organization, the board of directors shall elect Directors to replace those whose terms will expire at the end of the fiscal year. This election shall take place during a regular meeting of the directors, called in accordance with the provisions of these bylaws. Mid-year vacancies can be filled by the Board of Directors. Section 4.6 – Election procedures: New directors shall be elected by a majority of directors present at such a meeting, provided there is a quorum present. Directors elected (except for mid-term vacancies) shall serve a term beginning on the first day of the next fiscal year. Section 4.7 – Quorum: A quorum must be a simple majority of Board members for business transactions to take place and motions to pass. Section 4.8 – Removal from Office: Subject to any other article in these bylaws, any board member of the corporation can be removed from office by a 2/3 majority (rather than simple majority) vote of the Board of Directors. Section 4.9 – Action by Unanimous Written Consent Without Meeting: Any action required or permitted to be taken by the Board under any provision of law may be taken without a meeting if all members of the Board shall individually or collectively consent in writing to such action. Such written consent or consents shall be filed with the minutes of the proceedings of the Board. Such action by written consent shall have the same force and effect as the unanimous vote of the Directors. Any certificate or other document filed under any provision of law which relates to action so taken shall state that the action was taken by unanimous written consent of the Board without a meeting and that the Bylaws of this organization authorize the Directors to so act, and such statement shall be prima facie evidence of such authority. Written consent shall be deemed valid if given via electronic mail or facsimile. The Secretary will have the right to verify written consent if given electronically, by requesting verbal or more extensive written verification of any or all of the Directors’ actions.
Section 5.1 There shall be four officers of the board, consisting of a President (Chair), Vice-President, Secretary and Treasurer. The Chair shall convene and preside at regularly scheduled board meetings. The Vice-President will resume the President’s duties in his/her absence and may chair committees on special subjects as designated by the board. The secretary shall be responsible for keeping records of board actions/minutes, sending out meeting announcements, distributing copies of minutes and agenda to each board member and assuring that organizational records are maintained. The treasurer shall make a report at each board meeting. The treasurer may chair the finance committee, assist in the preparation of the budget, help develop fundraising plans and make financial information available to board members and the public.
Section 6.1 Vacancies: When a vacancy on the board exists mid-term, the secretary will receive nominations for new members from present board members two weeks in advance of a board meeting. These nominations shall be sent out to board members with the regular board meeting announcement, to be voted upon at the next board meeting. These vacancies will be filled only to the end of the particular board member’s term.
Section 7.1 Vacancies: When a vacancy on the board exists mid-term, the secretary must receive nominations for new members from present board members two weeks in advance of a board meeting. These nominations shall be sent out to board members with the regular board meeting announcement, to be voted upon at the next board meeting. These vacancies will be filled only to the end of the particular board member’s term.
Section 8.1 Special meetings of the board shall be called upon the request of the chair or 1/3 of the Board. Notices of special meetings shall be sent out by the secretary to each board member at least one week in advance. Emergency meetings may be called upon the request of the chair or 1/3 of the Board. Notice of emergency meetings must consist of 48 hours.
Section 9.1 – Committee formation: The board may create committees as needed, such as fundraising, public relations, etc. The Board President appoints all committee chairs. Section 9.2 – Executive Committee: The four officers shall serve as the members of the Executive Committee. Subject to the direction and control of the full board, the members of the Executive Committee may have all the powers and authority of the board of directors in the intervals between meetings of the board of directors or if the board of directors cannot reach a quorum in an emergency. This power and authority excludes the power to amend the articles of incorporation and bylaws. Section 9.3 – Finance Committee: The treasurer is the chair of the Finance Committee, the number of which shall be determined by the Board. Members of the Finance Committee shall also be members of the Board. The Finance Committee may, upon the direction of the Board, recommend fiscal procedures, fundraising plans and annual budgets. However, the Board must approve the budget and all expenditures must be within the budget. The financial records of the organization are public information and shall be made available or posted on the website in a conspicuous manner.
Section 10.1 Staff may be hired by the board. If an executive director is hired, he/she will have day-to-day responsibilities for the organization, including carrying out the organization’s goals and policies. The executive director will attend all board meetings, report on the progress of the organization, answer questions of the board members and carry out the duties described in the job description.
Section 11.1 Annual Report: Wings of Hope, Inc. organized under the laws of the
Section 11.2 Restated articles of Organization: Wings of Hope, Inc. may restate its articles of organization by a vote of two-thirds of its members legally qualified to vote at a meeting called for the purpose of restating its articles. M.G.L.A. c180 7 (1971); 950 CMR 106.09. Section 11.3 Articles of Amendment: Wings of Hope, Inc. may amend its articles of organization by a vote of two-thirds of its members legally qualified to vote at a meeting called for the purpose of amending its articles. M.G.L.A. c180 7 (1971); 950 CMR 106.09 Section 11.4 Wings of Hope, Inc. must specify any changes in officers or directors by filing a certificate of change of directors or officers. M.G.L.A. c180 6 D (1991). Section 11.5 Certificate of change of principal office: Wings of Hope, Inc. must specify any changes to the principal office address by filing a certificate of change of principal office. Post Office boxes are not acceptable as a principal office address. M.G.L.A. 180 10 C (1989) MGLA c156 B (1964); 950 CMR 104.08. Section 11.6 Certificate of change of fiscal year: Wings of Hope, Inc. must specify any changes to the date of the fiscal year end by filing a certificate of change of fiscal year. M.G.L.A. c180 10C (1989); 950 CMR 104.08 Section 11.7 Certificate of appointment of resident agent: Wings of Hope, Inc. may appoint a resident agent upon whom all lawful process may be served. The individual or corporation must have a residence or business address in the Commonwealth. M.G.L. c180 10C (1989) M.G.L.A. c156 B 49 (1964) 950 CMR 104.07. Section 11.8 Certificate of change of address of resident agent: The resident agent of Wings of Hope, Inc. may change his/her address by filing a certificate of change of address of resident agent. The individual or corporation must have a residence or business address in the Commonwealth. A member of Wings of Hope, Inc. may be the resident agent as long as he/she lives in
Section 11.9 Certificate of resignation of resident agent: The resident agent of Wings of Hope, Inc. may resign by filing a certificate of resignation of resident agent. This certificate must also be mailed to the corporation at its last known address. M.G.L. c180 10C (1989) M.G.L.A. c156B 49 (1964) 950 CMR 104.07. Section 11.10 Certificate of revocation of appointment of resident agent: Wings of Hope, Inc. may revoke the appointment of a resident agent by filing a certificate of revocation of appointment of such agent. M.G.L. c180 10 C (1989) M.G.L.A. c156 B 49 (1964); 950 CMR 104.07.
Section 12.1 Amendments: These bylaws may be amended when necessary by a two-thirds majority of the board of directors. Proposed amendments must be submitted to the secretary to be sent out with regular board announcements.
Section 13.1 Non-Liability of Directors: The directors shall not be personally liable for the debts, liabilities, or other obligations of the Corporation.
Section 14.1 Indemnification: To the extent that a person, who is, or was, a director, officer, employee or other agent of this organization has been successful on the merits in defense of any civil, criminal, administrative or investigative proceeding brought to procure a judgment against such person by reason of the fact that he or she is, or was, an agent of the Corporation, or has been successful in defense of any claim, issue or matter, therein, such person shall be indemnified against expenses actually and reasonably incurred by the person in connection with such proceeding. If such person either settles any such claim or sustains a judgment against him or her, then indemnification against expenses, judgments, fines, settlements and other amounts reasonably incurred in connection with such proceedings shall be provided by this organization but only to the extent allowed by and in accordance with the requirements of Massachusetts Law.
Section 15.1 Parliamentary Authority: The rules contained in the latest edition of Roberts Rules of Orders shall serve as guidelines for the organization in cases where clarification is warranted and to such extent that they are not inconsistent with the bylaws or the special rules of this organization.
Section 16.1 All members of the Corporation shall be deemed to have expressively consented and agreed that on such dissolution or winding up of the affairs of the Corporation, whether voluntarily or involuntarily, the assets of the Corporation, after all debts have been satisfied, then remaining in the hands of the Board shall be distributed among the non profit entities listed under the Wings of Hope Project. ~end~ |
