BY LAWS FOR
RESTORE OUR COMMUNITIES, INC.
EIN: 88-2572148
ARTICLE I: NAME
The name of this organization shall be known as RESTORE OUR COMMUNITIES, INC.
ARTICLE II: PURPOSE/MISSION
RESTORE OUR COMMUNITIES, INC. (hereafter "ROC") is a non-profit organization organized exclusively for charitable, religious, educational and scientific purposes. ROC is also organized to make distributions to other organizations that are recognized as exempt organizations under Section 501(c)(3) of the Internal Revenue Code, or corresponding section of any future tax code.
ARTICLE III: POLICIES
SECTION 1: ROC shall meet for the purpose of conference and cooperation in matters pertaining to the operational support of ROC'S programs.
SECTION 2: At the end of each fiscal year, a business-planning meeting will be held for the purpose of planning the projected revenues and expenses for the coming year.
SECTION 3: The Treasurer shall prepare and present an audited summary of the prior years' income and expenses.
SECTION 4: At this meeting, an Executive Board Member shall supply a list of projected expenditures for review by the Board to be included as part of the annual planning process.
ARTICLE IV: OFFICERS AND EXECUTIVE BOARD
SECTION 1: The officers shall be:
A. President
B. Vice President
C. Secretary
D. Treasurer
SECTION 2: The officers of ROC shall be elected annually by the Board of Directors and
shall serve under the pleasure of the Board. The organization may also have, at the discretion of the Directors, other such officers as may be appointed by the Board of Directors. Other than the President/Chief Executive Officer, all officers shall be elected from among the Directors of ROC. The term of office shall end on December 31 of the applicable year.
SECTION 3: The officers of ROC may be re-elected to successive terms provided that after serving three (3) consecutive terms, a director shall not be eligible for re-election until after they have been off the Executive Board for one (1) year.
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SECTION 4: Resignations shall be effective upon receipt, in writing, by the President, the Secretary or the Board of Directors, unless a later effective date is indicated in the notice. Any officer who does not attend a majority of meetings during a year may be asked to resign.
SECTION 5: The duties of the President shall be to preside at, and conduct all meetings of ROC. The President is an ex-officio member of all sub-committees. The President signs all communications of the organization. The President makes the purpose and meaning in focus of ROC, showing confidence, conviction and goodwill. The President’s signature shall constitute one of two authorizing signatures for expenditures of funds. The signature of the Treasurer shall be the other authorizing signature for expenditure of funds.
SECTION 6: The Vice President shall assume the duties of the President when the president is absent, and shall assist the President whenever needed.
SECTION 7: The Secretary shall take the minutes of the meetings of ROC. The minutes shall be maintained in a binder, reflecting the ongoing activities. The minutes must be filed and available for distribution within thirty (30) days following the meeting. Copies are to be available to ROC upon request.
SECTION 8: The Treasurer shall be responsible for all funds, other income and shall keep an account of all receipts and disbursements of ROC. The Treasurer shall make all payments relative to the purpose of ROC, as approved pursuant to Article IV Section 1. The Treasurer shall make oral and written reports to ROC at regular meetings. The Treasurer shall file written reports annually.
ARTICLE V: BOARD OF DIRECTORS
SECTION 1: This organization shall have powers to the full extent allowable by law. All powers and activities of the organization shall be exercised and managed by the Board of Directors, directly, or if delegated, under the direction of the Board of Directors.
SECTION 2: The number of directors shall not be less than three (3) nor more than nine (9), with the exact number of authorized directors to be fixed from time to time by resolution of the Board of Directors.
SECTION 3: Each director shall be elected to a term of three (3) years until a successor has been elected. Directors other than the President, may be re-elected to successive terms, providing that after serving two (2) full consecutive terms, or six (6) years, whichever is less, a director shall not be eligible for re-election until he or she has been off the Board for one (1) year.
SECTION 4: Resignations shall be effective upon receipt in writing by the Chair, the Secretary or the Board of Directors unless a later effective date is specified in the resignation. Any director who does not attend a majority of meetings during the year, may be asked, at the discretion of the Board to resign as director. A majority of Directors then in office may seek to remove any director at any time, with or without cause.
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ARTICLE VI: ASSETS OF THE AUXILLARY
SECTION 1: Funds collected by ROC shall be used for the benefit of ROC and its operation. Expenditure of funds is recommended by the Committee and voted on by the Committee membership.
SECTION 2: ROC shall operate in such a manner that no parts of its earnings benefit any member, officer, or individual.
SECTION 3: Upon dissolution of the organization, assets shall be distributed for one or more exempt purposes within the meaning of section 501(c)(3) of the Internal Revenue Code, or corresponding section of future federal tax code, or shall be distributed to the federal government, or to a state or local government for a public purpose. Any such asset not disposed of shall be disposed of by a Court of Competent Jurisdiction of the county in which the principal office is then located, exclusively for such purposes or to such organization or organizations, as said court shall determine, which are organized or operated exclusively for such purposes. Corporate counsel for ROC shall oversee the distribution of such assets.
ARTICLE VII: SUBCOMMITTEES
The President with the approval of the committee shall appoint the Chairperson of each subcommittee annually. Subcommittees will be determined as needed. Each subcommittee Chairperson shall be responsible for selecting members to serve on his/her respective subcommittee. Members of each subcommittee must be members of ROC.
ARTICLE VIII: ANNUAL AND REGULAR MEETINGS
SECTION 1: Regular meetings of ROC members shall be held once per quarter, unless otherwise deemed necessary by the majority of the officers of ROC.
SECTION 2: A majority of the membership shall constitute a quorum for the regular and annual meetings. The vote of a majority of members at a meeting at which a quorum is present shall constitute action by the membership.
SECTION 3: Special meetings of the membership of the Executive Board may be called by the Chairperson of the Subcommittee or by a majority vote of the officers of ROC. A notice of a special meeting shall be mailed, emailed and postmarked no less than 5 days prior to the meeting. The purpose of the special shall be sent with the notice.
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ARTICLE IX: FISCAL MANAGEMENT
SECTION 1: ROC fiscal year shall begin on January 1 and end on December 31 of each year.
SECTION 2: The financial reports shall be audited on an annual basis.
ARTICLE X: AMENDMENTS
The By-Laws may be amended or repealed at any regular or special meeting of the membership by majority vote of the members present at the meeting for which there is a quorum, provided that notice of proposed changes is mailed to all members and postmarked at least 5 days before the meeting.
Adopted this _________ day of _______________________, 2022.
_____________________________
WANDER POWELL HAYES, CEO
_____________________________
KHADIJA MADINA, Board Of Directors
_____________________________
DR. LORETTA MARTIN, Board Of Directors
_____________________________
ROBERT MOORE, Board Of Directors
_____________________________
DAVID PAGE, Board Of Directors
_____________________________
MICKLY TAYLOR, Board Of Directors