Official Bylaws Updated March 24, 2015
Official Bylaws
Habitat For Humanity
of Union County, Iowa
Approved by the Board of Directors
December 13, 2012
(Updated March 24, 2015)
Article I - Name
1.1 The Name of the Corporation is Habitat for Humanity of Union County, Inc.
Article II - Form of Organization
2.1 Nonprofit and Tax Exempt Status. The Corporation is organized as a nonprofit Corporation under the Iowa Nonprofit Corporation [Act/Code] and as a tax exempt organization under Section 501(c)(3) of the Internal Revenue Code, as amended.
Article III - Purposes
3.1 The purposes for which the Corporation is organized, as stated in its Articles of Incorporation, are as follows:
3.1.1 To witness to the Gospel of Jesus Christ in Iowa and throughout the United States and the world by working with economically disadvantaged people to help them to create a better human habitat in which to work and live.
3.1.2 To cooperate with other charitable organizations, through grants and otherwise, which are working to develop a better human habitat for economically disadvantaged people;
3.1.3 To communicate the Gospel of Jesus Christ by means of the spoken and written word;
3.1.4 To receive, maintain, and accept as assets of the Corporation, any property, whether real, personal, or mixed by way of gift, bequest, devise, or purchase from any person, firm, trust, or Corporation, to be held, administered, and disposed of exclusively for charitable, religious, educational, and scientific purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code, as amended, and in accordance with and pursuant to the provisions of these Articles of Incorporation; but no gift, bequest, devise, or purchase of any such property shall be received or made and accepted if it is conditioned or limited in such manner as shall require the disposition of income or principal to any organization other than a “charitable organization” or for any purposes other than “charitable purposes” which would jeopardize the status of the Corporation as an entity exempt from federal income tax pursuant to the relevant provisions of the Internal Revenue Code, as amended; and,
3.1.5 To exclusively promote and carry on any other religious, charitable or educational purposes and activities for which Corporations may be organized and operated under relevant provisions of the Internal Revenue Code, as amended, and under the Iowa Nonprofit Corporation.
Article IV - Board Membership
4.1 The Board of Directors shall have as members the following:
4.1.1 Any seriously interested person may become a voting member of this non-profit corporation upon receiving a majority of votes after the matter of prospective membership is submitted to the members.
4.2 Each member of the board shall be entitled to (1) vote at any duly called meeting. Voting by members on any Question or in any election may be viva voce unless the presiding officer shall order or any member shall demand that voting be by ballot.
4.3 Membership in Board of Directors is not transferable or assignable.
4.4 No member shall be permitted to receive compensation for services.
4.5 The Secretary of the Corporation shall keep a complete, accurate, and up-to-date list of the membership of the Corporation arranged in alphabetical order along with the address of each member, which list shall be subject to inspection by the membership.
4.6 Members of the Board of Directors may be removed from membership by a majority vote of the members or the Executive Committee.
4.7 Term Limits: Members of the board of directors may serve two (2) consecutive four (4) year terms. Members may serve again after one (1) year off the board.
Article V - Meetings
5.1 A quorum shall consist of at least three (3) members of the Board of Directors.
5.2 The annual meeting of the Board of Directors shall be held in February each year, at a time and date specified by the President. The annual meeting shall consist of election of officers.
5.3 Special meetings of the members of the Board of Directors for any purpose or purposes, unless otherwise prescribed by statute, may be called by the President and shall be called at the request of not less than three (3) of the members.
5.4 The meeting place may be designated as any place, either within or without the State of Iowa, as the place of meeting for any Annual Meeting or for any Special Meeting.
5.4.1 If no designation is made the place of meeting shall be Trinity Evangelical Lutheran Church, 800 North Sumner Ave., Creston, IA.
5.5 Written, electronic, or printed notice stating the place, day and hour of the meeting, and, in the case of a Special Meeting, the purposes for which the meeting is called, shall be delivered not less than (5) days before the date of the meeting, either personally or by mail, or at the direction of the President, the Secretary, or the persons who called the meeting, to each member of the corporation of record entitled to vote at such meeting. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail, addressed to the member at his/her address as it appears on the books of the Corporation, with postage thereon prepaid.
5.6 There shall be no proxies allowed in this organization.
5.7 A member may waive notice of any meeting. The attendance of a member at a meeting shall constitute a waiver of notice of such meeting.
5.8 A simple majority vote of the members present shall be sufficient to make an issue binding as an obligation of the Corporation.
5.9 Minutes for all meetings may be approved by a simple majority of members via electronic media.
5.10 The Board of Directors may permit any regular or special meeting by, or conduct the meeting through the use of, any means of communication by which all members participating may communicate with each other during the meeting. A member participating in a meeting by this means is deemed to be present in person at the meeting.
Article VI - Physical Offices
6.1 Principal Office. The principal office of the Corporation shall be located in Creston, Iowa at the address designated in the most recent annual report filed with the Iowa Secretary of State.
6.2 Registered Office and Agent. The initial registered office is located at 1208 North Sycamore, Creston, Iowa 50801. The initial registered agent is Perry Toso. The Corporation may change its registered office or agent from time to time in the manner required by law.
6.3 Other Offices. The Corporation may have offices at such other places within the State of Iowa as the Corporation from time to time may determine, or as the affairs of the Corporation may require.
Article VII - Officers
7.1 The officers shall be
7.1.1 President. The President of the Board of Directors shall serve as the chairperson and shall preside at all meetings and perform such other duties as may be prescribed from time to time by the Board of Directors.
7.1.1.1 The President shall be the Chief Executive Officer of the Corporation and, subject to the Corporation, shall supervise and control the management of the Corporation in accordance with these Bylaws. The President may sign, with the Secretary or any other proper officer of the Corporation so authorized the Corporation, any deeds, leases, mortgages, bonds, contracts, or other instruments which lawfully may be executed on behalf of the Corporation, except where the signing and execution thereof expressly shall be delegated by Corporation to some other officer or agent of the Corporation, or where required by law to be otherwise signed and executed. The president or his delegate shall be responsible for all external communication unless otherwise provided by these bylaws.
7.1.2 Vice President. The Vice President shall serve as Vice Chairperson and, in the absence of the President, shall preside at all meetings and the membership and perform such other duties as may be prescribed from time to time by the Corporation
7.1.2.1 In the absence of the President, or in the event of the death, inability or refusal to act of the president, the Vice President, unless otherwise determined by the Board of Directors, shall perform the duties of the President and, when so acting, shall have all the powers of and be subject to all the restrictions upon the president. The Vice President shall also serve as Vice Chairperson of the Board of Directors and in the absence of the President, or in the event of the death, inability or refusal to act of the President, shall preside at all meetings of the Board. The Vice President shall perform such other duties as may be assigned from time to time by the President or the Board of Directors.
7.1.3 Secretary. The Secretary shall:
7.1.3.1 cause to be prepared minutes of all meetings of Board of Directors and of the Executive Committee;
7.1.3.2 authenticate records of the Corporation when requested to do so;
7.1.3.3 give all notices required by law and by these Bylaws;
7.1.3.4 have general charge of the Corporate books and records and of the Corporate Seal, and affix the Corporate Seal to any lawfully executed instrument requiring it;
7.1.3.5 sign such instruments as may require such signature;
7.1.3.6 cause such Corporate reports as may be required by state law to be prepared and filed in a timely manner; and
7.1.3.7 in general perform all duties incident to the office of Secretary and such other duties as may be assigned from time to time by the President or the Corporation
7.1.4 Treasurer. The Treasurer shall:
7.1.4.1 have custody of all funds and securities belonging to the Corporation and receive, deposit, invest or disburse the same under the direction of the Corporation;
7.1.4.2 keep full and accurate accounts of the finances of the Corporation in books especially provided for that purpose;
7.1.4.3 cause such returns, reports and/or schedules as may be required by the Internal Revenue Service and the state taxing authorities to be prepared and filed in a timely manner;
7.1.4.4 cause a true balance sheet (statement of the assets, liabilities and fund balance) of the Corporation as of the close of each fiscal year and true statements of activity (support and revenue, expenses and changes in fund balance), functional expenses and cash flows for such fiscal year, all in reasonable detail, to be prepared and submitted to the Corporation; and
7.1.4.5 in general, perform all duties incident to the Office of Treasurer and such other duties as may be assigned from time to time by the President of the Board of Directors.
7.2 Term limits for the officers of the Corporation shall be three consecutive one-year terms.
7.3 The Officers shall not receive compensation for services.
7.4 An officer may resign at any time by delivering notice to the Board of Directors. A resignation is effective when the notice is received, unless the notice specifies a future effective date.
7.5 Officers may be removed from office by a majority vote of the members or the Executive Committee.
7.6 Members of the same household are prohibited from serving as officers of the Corporation in concurrent terms.
Article VIII - Standing Committees
8.1 Each standing committee shall be chaired by a member of the Board of Directors.
8.1.5 The President shall appoint the chairs annually.
8.2 Each standing committee shall report to the regularly scheduled meetings of the Corporation.
8.3 Standing committees may be composed of members and non-members of the Board of Directors.
8.4 All members of the Board of Directors shall serve on at least one committee.
8.5 The standing committees shall be
8.5.1 The Executive Committee. The executive committee shall consist of the President, Vice President, Secretary, Treasurer and the chair persons of each of the standing committees except for the nominating committee.
8.5.1.1 The President shall serve as the chairperson of the Executive Committee and shall preside at all of its meetings.
8.5.1.2 Except to the extent prohibited above or by resolution of the Board of Directors, the Executive Committee may exercise the authority of the Corporation at such times as the board is not in session.
8.5.1.3 Action required or permitted by law or these Bylaws to be taken at a meeting of the Corporation may be taken without a meeting if the action is taken by all of the duly elected and qualified members of the Executive Committee. The action must be evidenced by written or electronic consents, signed by each member of the executive committee, and included in the Minutes filed with the corporate records reflecting the action taken. Action taken under this section is effective when the last required member of the Executive Committee signs the consent, unless the consent specifies a different effective date. A consent signed under this section has the effect of a meeting vote and may be described as such in any document.
8.5.1.4 Members of the executive committee must be individual residents of the State of Iowa.
8.5.1.5 The immediate past president and Treasurer of the Board of Directors shall be ex officio members of the Executive Committee.
8.5.2 Finance Committee.
8.5.2.1 The Treasurer shall chair the Finance Committee.
8.5.2.2 The Finance Committee shall yearly arrange external audit of Corporation finances.
8.5.2.3 The Finance Committee shall assist the fundraising committee in the writing of grants as necessary for the needs of the Corporation
8.5.2.4 The Finance Committee shall assist the Treasurer in the performance of his duties.
8.5.2.5 The Finance Committee shall present a budget annually according to the corporation’s fiscal year.
8.5.3 Family Selection and Support Committee.
8.5.3.1 This committee shall be responsible for drafting the selection criteria and application forms, screening applications, interviewing applications, and recommending applicants to the Corporation for approval as prospective homeowner partners. The Selection and Support committee shall also be responsible for providing Habitat homeowners and prospective homeowners with a mutual support system, educational opportunities, and a forum for discussions pertaining to home ownership and maintenance, all for the purpose of helping families to break the poverty cycle and become independent.
8.5.4 Building Committee.
8.5.4.1 This committee shall be responsible for targeting the area or areas of the community in which the projects of the Corporation shall be developed, investigating and researching the availability of property, and recommending property to the Corporation for acquisition. The committee shall work to evaluate the suitability of potential sites prior to acquisition. This committee shall also be responsible for planning and implementing the construction projects of the Corporation. The tasks to be directed by this committee shall include obtaining house plans, soliciting professional help and donations of building materials, coordinating volunteers and supervising construction.
8.5.5 Fundraising Committee.
8.5.5.1 This committee shall be responsible for coordinating the raising of funds needed to conduct the business of the Corporation. The tasks to be coordinated by the committee shall include fund raising campaigns, grant proposal writing, special fund raising events, and cultivation of major donors. This committee shall emphasize and promote the importance of Christian stewardship in the servicing of donors and supporters.
8.5.5.2 The Fundraising Committee shall be responsible for writing grants as necessary to the needs of the Corporation
8.5.5.3 The Treasurer shall be a member of this committee.
8.5.6 Public Relations Committee.
8.5.6.1 This committee shall be responsible for educating and informing the public regarding the mission and purposes of the Corporation, the need for better and more affordable housing in certain areas and the steps being taken to meet this need. The tasks to be coordinated by this committee shall include public speaking, communicating with the news media, and maintain a public website.
8.5.7 Nominating Committee.
8.5.7.1 The Nomination Committee shall consist of two (2) or more members of the Board of Directors . The current President may not be a member of this committee. The committee members shall be appointed by the members of the Board of Directors on an annual basis, to serve until the next annual meeting of the board. A vacancy on this committee may be filled by the members of the Board of Directors at any time. Members of the Nominating Committee may be appointed to successive terms. The committee shall be responsible for identifying and recruiting prospective members of the Board of Directors and shall present a slate of nominees for election as members at the regularly scheduled meetings. The committee shall also present a slate of nominees for appointment as principal officers of the Corporation and may make recommendations for chairpersons of the operating committees.
Article IX General Articles
9.1 General Articles
9.1.1 Fiscal Year. The fiscal year of the Corporation shall begin on July 1 and end on June 30 of each year.
9.1.2 Checks written for the Corporation shall be signed by the Treasurer and one other member of the executive committee.
9.2 Prohibited Activities
9.2.1 The Corporation may not lend money to or guarantee the obligation of a Director or Officer of the Corporation, but the fact that a loan or guaranty is made in violation of this section does not affect the borrower’s liability on the loan.
9.2.2 Other Prohibited Activities. The Corporation is organized as a nonprofit Corporation exclusively for charitable, religious, educational and scientific purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code, as amended. No part of the net earnings of the Corporation shall inure to the benefit of, or be distributable to its members, trustees, Directors, officers, or other private persons, except that the Corporation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth in these Articles of Incorporation. No substantial part of the activities of the Corporation shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the Corporation shall not participate in, or intervene in any political campaign on behalf of or in opposition to any candidate for public office. Anything contained in these Bylaws to the contrary notwithstanding, the Corporation shall not carry on or otherwise engage in any activities not permitted to be carried on or engaged in by: (1) a Corporation exempt from federal income tax under Section 501(c)(3) of the Internal Revenue Code, as amended, or any corresponding section of any future tax code; (2) a Corporation, contributions to which are deductible under Section 170(c)(2) of the Internal Revenue Code, as amended, or any corresponding section of any future tax code; or (3) a Corporation organized and existing under the Iowa Nonprofit Corporation (Act/Code).
Article X Amending the Bylaws
10.1 These Bylaws may be amended or repealed and new Bylaws may be adopted by the Corporation. The Corporation shall provide at least seven (7) days’ written notice of any meeting at which an amendment is to be approved, unless notice is waived. The notice must state that the purpose, or one of the purposes, of the meeting is to consider a proposed amendment to the Bylaws and contain or be accompanied by a copy or summary of the amendment or state the general nature of the amendment. Any amendment must be approved by two-thirds (2/3) of the members present at the time the amendment is adopted.