A POCKET FULL OF HOPE ® INC.
ARTICLE I: NAME AND LOCATION
Section 1.1. The name of this Corporation shall be A POCKET FULL OF HOPE®. The registered office shall be located at 1325 E. Apache Tulsa, OK 74106, unless otherwise established by the Board of Directors.
Section 1.2. The Corporation may also have an office or offices at such other place or places, either within or without the state of Oklahoma, as the Board may from time to time determine or as the business of the Corporation may require.
ARTICLE II: PURPOSE
The primary purpose of A Pocket Full of Hope ® is exclusively charitable within the meaning of Section 501 (c)(3) of the Internal Revenue Code of 1986 or such other provisions of state or federal law as may from time to time be applicable. The specific purposes are to provide juvenile delinquency prevention services through arts-based intervention activities, mentoring, community building, capacity building, and family skills training.
ARTICLE III: MEMBERS
Unless otherwise determined by the Board of Directors, there will be no members.
ARTICLE IV: BOARD OF DIRECTORS
Section 4.1. The business and charitable affairs of the Corporation will be managed under the direction of a Board of Directors consisting of not less than five (9), and not more than seven (13) directors. Board responsibilities include:
A. Selection, dismissal and annual evaluation of the Executive Director
B. Adoption of general, personnel, and financial policies and equal employment practices
C. Developing and monitoring a strategic plan consistent with the purpose of the Corporation
D. Monitoring organizational activities, productivity, client satisfaction and the achievement of stated objectives
E. Ensuring the Corporation is operating in compliance with all applicable local, state and federal laws and regulations
Section 4.2. Members of the Board of Directors shall include interested members of the community with skills that are of benefit to the Corporation.
Section 4.3. Directors shall be elected by the affirmative vote of a majority of the directors present at a duly held meeting of the board, except that no director shall vote for his/her own election, and shall serve for a term of three years each, but shall be so elected that approximately one-third are elected each year.
Section 4.4. Should a director die, resign, or be removed, the board may elect a director to serve for the remainder of the expired term.
Section 4.5. Any Director of the Corporation may resign at any time by giving written notice to the Board, or to the Secretary, of the Corporation. Any such resignation shall take effect immediately upon receipt; and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.
Section 4.6. Any director, excepting the Chairman, may be removed from office, with or without cause, by an affirmative vote of a majority of the directors present at a duly called meeting, provided that not less than five days and not more than thirty days notice of such a meeting, stating that removal of such director is to be on the agenda, is given to each director. The Chairman may only be removed for cause and by a 75% majority vote of the Board of Directors.
Section 4.7. Nepotism. No employee of A Pocket Full Of Hope, or relative of an employee by blood or marriage may serve as a member of the Board of Directors. Two or more persons related by blood or marriage may not serve on the Board of Directors. Relative is defined as mother, father, sister, brother, aunt, uncle, grandmother, grandfather, first cousin and the step equivalent, i.e. step-mother, step-father, etc.
Section 4.8. Conflict of Interest. Whenever a Director or Officer has the potential to gain finically or in community standing as the result of a decision made by the Board of Directors, a conflict of interest shall be considered to be present. The affected Director or Officer shall fully disclose the nature of the interest and withdraw from all discussion and voting on the matter. The minutes of meetings shall record such disclosure, abstention from voting and the rationale for approval.
ARTICLE V: MEETINGS
Section 5.1 The Board of Directors shall meet monthly and may hold its meetings at such times and places as a majority of the directors determine. The board may delegate this determination to the Chair. Except as provided by law, notice of a Regular meeting of the Board need not be given.
Section 5.2. Special meetings of the Board of Directors may be called at any time upon request of the Chair, the President, or any two directors, provided that such request shall specify the purpose of the meeting. Such a meeting shall be held within fifteen days of such a request.
Section 5.3. At all meetings of the Board of Directors, a majority of the directors then in office shall be necessary and sufficient to constitute a quorum for the transaction of business.
Section 5.4. No Director shall vote on any contract, transaction or question in which such a Director is interested or connected in any way whether by personal interest or interest through family or a third party.
Section 5.5. Any Director who is unable to attend a scheduled Board meeting shall give prior notice to the President and to the Secretary in the President’s absence. Any Director who has more than three excused absences, or more than five absences in a given year shall be removed from the Board.
ARTICLE VI: OFFICERS
Section 6.1. The Corporation shall have a Chairman, a Vice-Chairman, a Secretary and a Treasurer, and such other officers as the Board of Directors may determine. The officers shall be elected by affirmative vote of a majority of the Board present at a duly held meeting.
Section 6.2. The nominal term of office of all offices of the Corporation shall be two (2) year The Nominations Committee shall present nominations at the annual meeting and at other times when vacancies occur in the offices. Additional nominations may be made from the floor.
Section 6.3. No elected Office or Director shall receive any salary or compensation of any kind for service to the Corporation. However, by resolution of the board, directors may be reimbursed for expenses incurred on behalf of the Corporation.
Section 6.4 The Chairman shall be the chief policy spokesperson for the organization and shall have general responsibility for dealing with questions about the Corporation’s business and legal affairs. The Chairman will preside at all meetings of the Board. The Chairman shall sign with the Secretary any deeds, mortgages, contracts or other instruments, which the Board has authorized to be executed.
Section 6.5 The Vice-Chairman shall perform such duties as may be determined by the Board of Directors. The Vice-Chairman shall be vested with all powers of and perform all duties of the Chairman in the Chairman’s absence or inability to act, but only so long as such absence or inability continues.
Section 6.6 The Treasurer will serve as the primary financial advisor to the Board of Directors. . The Treasurer shall ensure the financial accountability of the Corporation and shall report monthly on financial matters of income, expenditures and indebtedness concerning the
Corporation. The Treasurer will also be responsible for performing such other duties as may be assigned by the Chairman or Board of Directors.
Section 6.7 The Secretary shall attend all meeting of the Board of Directors and any committees as directed thereof, and keep the minutes of such meetings, give notices, prepare any necessary certified copies of corporate records, and perform such other duties as may be determined by the Board of Directors. The Secretary shall prepare meeting agendas and sign the minutes once approved by the full Board.
ARTICLE VII: COMMITTEES
Section 7.1 The Board of Directors may establish one or more committees. Committees may not act on behalf of the Corporation, except as stipulated below. Committee members may be members of the Board or other interested persons; however all committees will be Chaired by a member of the Board of Directors. The Chairperson of the Board of Directors, subject to the approval of the Board of Directors, shall appoint committee Chairpersons. The committee Chairperson shall select the members for their committee, with the exception of the Executive and Nominations Committee. If not a member of the Board, committee members may attend Board meetings but will not have voting rights. The term of office for committee members shall be for two years. The Chairperson of the Board of Directors and Executive Director are ex-officio members of all committees except for the Nominations Committee. Each committee shall make a monthly report of their actions to the Board of Directors.
Section 7.2 Standing Committees are those committees established as a permanent part of the organizational Board structure and include:
A. Executive Committee: The Executive Committee consists of the elected offices of the Board of Directors and two additional members appointed by the Chairperson. The Executive Committee acts on behalf of the Board of Directors between meetings in an emergency when a special board meeting is not possible.
B. Finance Committee: The Treasurer shall serve as the Chair of the Finance Committee. The Finance Committee shall have no more than 6 and no more than 3 members. The Finance Committee has oversight of the fiscal affairs of the Corporation. The committee shall prepare each month a report for the Board on the state of the Corporation’s finances. The Finance Committee recommends the annual budget and is charged with the development and oversight of financial policy and procedures. The Finance Committee recommends the selection of an audit group to meet the financial audit requirements of the Corporation.
C. Nominating/Membership Committee: The Nominating/Membership Committee is responsible for presenting the annual slate of officers to the Board of Directors. The committee is responsible for monitoring Board Member composition to ensure a broad range of skills and expertise to fulfill the organization’s mission and goals, recruiting new
board members to the board, meeting with potential new board members, and bringing the names of potential new board members to the Board of Directors for a vote.
D. Planning Committee. The Planning Committee is responsible for presenting the annual report to the Board, facilitating annual strategic planning, developing a schedule of board training and facilitating board participation in public relations event and fund raising activities.
F. Other Committees: Ad-hoc Committees, such as a Bylaw Committee and a Building Committee may be established from time to time for specific purposes.
ARTICLE VIII: PROHIBITIONS
Section 8.1. No part of the net earnings of this Corporation shall inure to the benefit of its Directors, Officers or other private persons, except that this Corporation shall be authorized and empowered to pay reasonable compensation for expenses incurred and services rendered and to make payments and distributions in furtherance of the purposes set forth in the Certificate of Incorporation.
Section 8.2. No part of the activities of the Corporation shall be activities attempting to influence legislation. The Corporation shall not participate in any political campaign on behalf of any candidate for public office. Notwithstanding any other provisions of the Certificate of Incorporation, this Corporation shall not carry on any other activities not permitted to be carried on by a corporation exempt from Federal Income Tax under Section 501 (c)(3) of the Internal Revenue Code of 1986, or as such Section may be amended from time to time.
Section 8.3. In the event of the dissolution of the Corporation, all assets remaining after payment of, or provision for payment of, all debts and liabilities, shall be distributed to corporations which are organized and operated exclusively for charitable purposes. Such distribution shall be authorized by the Board of Directors. All aspects of such dissolution shall comply with applicable statutes, rules, and regulations.
ARTICLE IX: SPECIAL RULES
To the full extent permitted by the Oklahoma Nonprofit Corporation Act, as amended from time to time, or by other provisions of law, each person who was or is a party to, or is threatened to be made a party to any threatened, pending, or completed action, suit, or proceeding, wherever and by whomsoever brought, including such proceeding by or in the right of the Corporation, whether civil, criminal, administrative, or investigative, by reason of the fact that he or she is or was a member, director, or officer of the Corporation, shall be indemnified by the Corporation against expenses, including attorney’s fees, judgments, fines, and amounts paid in settlement actually and reasonably incurred by such person in connection with such action. The indemnification shall inure to the benefit of the heirs, executors, and administrators of such person.
Article X: AMENDMENTS
The Board of Directors may from time to time adopt, amend, or repeal all or any of the bylaws of this Corporation with a unanimous vote of the Board of Directors.
Article XI: MISCELLANEOUS
The Board shall provide a corporate seal, which shall be in the form of a circle and shall bear the name of the Corporation and words and figures showing that the Corporation was incorporated in the State of Oklahoma and the year of incorporation.