Warrior's Promise Foundation Bylaws
ARTICLE I - NAME, PURPOSE
Section 1: The name of the organization shall be The Warrior’s Promise Foundation Inc..
Section 2: The Warrior’s Promise Foundation Inc. was formed in order to focus on providing support to the United States military community at the grass roots level. Our intent is to interface with various military organizations, reviewing their needs and desires, then, provide funding at the user level to those individuals who are truly in need. Our ultimate goal is to improve the quality of life for members of the military community.
ARTICLE II - MEMBERSHIP
Section 1: Application for voting membership shall be open to any individual who supports the purpose statement in Article 1, Section 2, and continuing membership is contingent upon approval of the Board of Directors.
Section 2: Membership shall be granted upon a majority vote of the Board. The Board of Directors shall have the right to deny, or terminate, the membership of any organization.
Section 3: Each voting member of the The Warrior’s Promise Foundation Inc. shall have one at the annual meeting.
Section 4: The Board shall have the authority to establish and define nonvoting categories of membership.
ARTICLE III - MEETINGS OF MEMBERS
Section 1: Annual Meeting. The date of the regular annual meeting shall be set by the Board of Directors who shall also set the time and place.
Section 2: Special Meetings. Special meetings may be called by the Chairperson, or a simple majority of the Board of Directors. A petition signed by ten percent of the voting members may call a special meeting.
Section 3: Notice. Notice of each meeting shall be given to each voting member, by mail, not less than ten days before the meeting.
ARTICLE IV - BOARD OF DIRECTORS
Section 1: Board Role, Size, Composition. The Board is responsible for overall policy and direction of The Warrior’s Promise Foundation Inc., and delegates responsibility for day-to-day operations to the Council's Executive Director and members. The Board shall have up to nine and no fewer than three members. The board receives compensation for reasonable expenses.
Section 2: Meetings. The Board shall meet at least quarterly, at an agreed upon time and place.
Section 3: Board Elections. Board Members shall be elected by the voting majority of the Board.
Section 4: Board Development Committee. A Board Development Committee shall be appointed by the Board to represent diverse aspects of the nonprofit community. The Board Development Committee shall have three board members, with the Executive Director as an ex-officio committee member. Committee members shall serve one year terms. The Board Development Committee shall be responsible for developing nominees for board elections, board committees, and planning for board training and leadership development.
Section 5: Election Procedures. The Board will vote for new members based on a simple majority.
Section 6: Terms. All Board members shall serve for an indefinite period of time or until resignation.
Section 7: Quorum. A quorum must be attended by a majority of the Board members before business can be transacted or motions made or passed.
Section 8: Notice. An official Board meeting requires that each Board member have written notice two weeks in advance.
Section 9: Officers and Duties. There shall be five officers of the Board consisting of a Chair, a first Vice-Chair, Secretary, and Treasurer. The officers shall be elected by the Board at the November Board Meeting after the at-large members are seated. Their duties are as follows:
- The Chair shall convene regularly scheduled Board meetings, shall preside or arrange for other members of the executive committee to preside at each meeting in the following order: first Vice-Chair, Secretary and Treasurer.
- The Vice-Chair will chair committees on special subjects as designated by the board.
- The Secretary shall be responsible for keeping records of Board actions, including overseeing the taking of minutes at all board meetings, sending out meeting announcements, distributing copies of minutes and the agenda to each Board member, and assuring that corporate records are maintained.
- The Treasurer shall make a report at each Board meeting. Treasurer shall assist in the preparation of the budget, help develop fundraising plans, and make financial information available to Board members and the public.
Section 10: Vacancies. When a vacancy on the Board exists, nominations for new members may be received from present Board members by the Secretary 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.
Section 11: Resignation, Termination and Absences. Resignation from the Board must be in writing and received by the Secretary. A Board member shall be dropped for excess absences from the Board if he or she has three unexcused absences from Board meetings in a year. A Board member may be removed for other reasons by a three-fourths vote of the remaining directors.
Section 12: Special Meetings. Special meetings of the Board shall be called upon the request of the Chair or majority of the Board. Notices of special meetings shall be sent out by the Secretary to each Board member postmarked two weeks in advance.
ARTICLE V - COMMITTEES
Section 1: The Board may create committees as needed, such as (but not limited to) executive, personnel, finance, public relations, peer education, trustee education and data collection. The Board Chair appoints all committee chairs. Committee chairs must be members of the Board.
Section 2: The five officers who will serve as the members of the Executive Committee. The Executive Committee shall review the performance of the Executive Director. Except for the power to amend the Articles of Incorporation and Bylaws, the Executive Committee shall have all of the powers and authority of the Board of Directors in the intervals between meetings of the Board of Directors, subject to the direction and control of the Board of Directors.
Section 3: Finance Committee. The Treasurer is chair of the Finance Committee, which includes three other Board members. The Finance Committee is responsible for developing and reviewing fiscal procedures, a fundraising plan, and annual budget with staff and other Board members. The Board must approve the budget, and all expenditures must be within the budget. Any major change in the budget must be approved by the Board. The fiscal year shall be the calendar year. Quarterly reports are required to be submitted to the Board showing income, expenditures and pending income. The financial records of the Council are public information and shall be made available to the membership, Board members and the public.
Section 4: Personnel Committee and Hiring Policy. The Board as a whole is responsible for hiring the Executive Director. When established the Executive Director is responsible for hiring and supervising other staff. The Personnel Committee shall operate as a grievance committee, and is responsible for developing a personnel policy.
ARTICLE VI - DIRECTOR AND STAFF
Section 1: Executive Director. Once established the Executive Director is hired by the Board. The Executive Director has day-to-day responsibility for the Council, including carrying out the Council's goals and Board policy. The Executive Director will attend all Board meetings, report on the progress of the Council, answer questions of Board members and carry out the duties described in the job description. The Board can designate other duties as necessary.
ARTICLE VII - AMENDMENTS
Section 1: 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.