Harmony for Hope, Inc.

Non-Profit Corporate Bylaws

 

Article I

Name

  • Name

 

The name of this corporation shall be Harmony for Hope, Inc.  The business of the corporation may be conducted as Harmony for Hope, Inc.

 

 

Article II

Place of Business

2.01 Place

The principle place of business of Harmony for Hope, Inc. shall be in the City of Mt. Hope, Fayette County, West Virginia.

 

Article III

Purposes and Powers

 

3.01 Purpose

Harmony for Hope, Inc. is a non-profit corporation and shall be operated exclusively for educational and charitable purposes within the meaning of Section 501 (c) (3) of the Internal Revenue Code of 1986, or the corresponding section of any future Federal tax code.

Harmony for Hope, Inc.’s purpose is to provide music, art and technical education to children and adults through community action programs that extend to all parts of their community and overlooks cultural and regional boundaries.

We provide educational opportunities in the arts and humanities, working to help unite the Mt. Hope area community, Fayette County and West Virginia. We will do so by providing art and cultural education to local area children and adults, as well as possible donors, at local public venues and community centers utilizing different types of social media channels and the corporation’s website by providing facts and other related information on local causes, as well as our current efforts to increase awareness in the community to the need of cultural, & historic preservation through town revitalization and beautification projects. We provide all residents within the community of Mt. Hope, the residents of Fayette County and all those of West Virginia the opportunity to receive an education in the arts and humanities.

To maximize our impact on current efforts, we may seek to collaborate with other non-profit organization which fall under the 501(c) (3) section of the internal revenue code and are operated exclusively for educational and charitable purposes.  As funds become available, we will also provide music instruments, art supplies and materials necessary to advance the creation of art and cultural awareness to members throughout the community.

At times, per the discretion of the board of directors, we may provide volunteer opportunities which shall provide chances for involvement in said activities and programs in order to have a greater impact for change.  We will work to provide, music, art and technical education for the children of the Mt, Hope Community spanning into Fayette County and throughout West Virginia.

 

3.02 Powers

The corporation shall have the power, directly or indirectly, alone or in conjunction or cooperation with others, to do any and all lawful acts which may be necessary or convenient to affect the charitable purposes, for which the corporation is organized, and to aid or assist other organization or persons whose activities further accomplish, foster, or attain such purposes.  The powers of the corporation may include, but not be limited to, the acceptance of contributions from the public and private sectors, whether financial or in-kind contributions.

 

3.03 Nonprofit Status and Exempt Activities Limitation.

 

  • Nonprofit Legal Status. Harmony for Hope, Inc. is a West Virginia non-profit public benefit corporation, recognized as tax exempt under Section 501(c) (3) of the United States Internal Revenue Code.

 

  • Exempt Activities Limitation. Notwithstanding any other provision of the Bylaws, no director, officer, volunteer, member, or representative of this corporation shall take any action or carry on any activity by or on behalf of the corporation not permitted to be taken or carried on by an organization exempt under Section 501(c) (3) of the Internal Revenue Code as it now exists or may be amended, or by any organization contributions to which are deductible under Section t7o(c){2) of such Code of Regulations as it now exists or may be amended. No part of the net earnings of the corporation shall inure to the benefit or be distributable to any director, officer, member, or other private person, 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 the Articles of incorporation and these Bylaws.

 

 

  • Distribution upon Dissolution. Upon termination of Harmony for Hope, Inc., and assets lawfully available for distribution shall be distributed to one (1) or more qualifying organizations described in Section 501(c) (3) of the 1986 Internal Revenue Code (or described in any corresponding provision of any successor statute) which organization or organizations have a charitable purpose which, at least generally, includes a purpose similar to the terminating or dissolving corporation.

The organization to receive the assets of Harmony for Hope, Inc. hereunder shall be selected in the discretion of a majority of the managing body of the corporation, and if it members can not so agree, then the recipient organization shall be selected pursuant to a certified petition in equity filed in a court of proper jurisdiction against Harmony for Hope, Inc. by one (1) or more of its managing body which verified petition shall contain such statements as reasonably indicate the applicability of this section.  The court upon a finding that this section is applicable shall select the qualifying organization or organizations to receive the assets to be distributed, giving preference if practicable to an organization located first within the county of Fayette in West Virginia, second to an organization located in the county of Nicholas in West Virginia or only if no program is available in these two (2) counties, if practicable preference will be given to organizations located within the state of West Virginia.

 

In the event that the court shall find that this section is applicable but that there is no qualifying organization known to it which has a charitable purpose, which, at least generally, includes a purpose similar to Harmony for Hope, Inc., then the court shall direct the distribution of its assets lawfully available for distribution to the Treasurer of the State of West Virginia to be added to the general fund.

 

 

Article IV

 

Membership

 

4.01 Sole Statutory Member

 

The corporation shall consist with only a sole statutory member, Carrie Ann Gravley, who has the right to appoint members of the board (including herself), remove members of the board and control amendments to the articles of incorporation and bylaws. The term of this membership is terminated by a lack of written succession.  If no list of succession is presented within a reasonable amount of time, no later than 2 years, after the time of death of the sole member then all rights and privileges of the member in the corporation and its property cease.  Upon voluntary withdraw of her membership the sole member is allowed to maintain a position with the board of directors whose term will be succeeded upon death.

 

4.02 Non-Voting Affiliates

 

The board of directors may approve classes of non-voting affiliates with rights, privileges, and obligations established by the board.  Affiliates may be individuals, businesses, and other organizations that seek to support the mission of the corporation.  The board, a designated committee of the board, or any duly elected officer in accordance with board policy, shall have authority to admit any individual or organization as an affiliate, to recognize representatives of affiliates, and to make determinations as to affiliates’ rights, privileges, and obligations.  At no time shall affiliate information be shared with or sold to other organizations or groups without the affiliate’s consent.  At the discretion of the board of directors, affiliates may be given endorsement, recognition and media coverage at fundraising activities, clinics, other events or at the corporation website.  Affiliates have no voting rights, and are not members of the corporation.

 

4.03 Dues

 

Any dues for affiliates shall be determined by the board of directors.

 

Article V

Board of Directors

 

 

5.01 Number of Directors

 

Harmony for Hope, Inc. shall have a board of directors consisting of at least three (3) and no more than seven (7) directors. The board shall always maintain an odd number of directors to maintain that a quorum can be reached and limit the number of hung board decisions.  As per regulation 4.01 of these bylaws the sole member of the corporation has the right to appoint members of the board (including herself), and remove members of the board as the need arises. Although, the board retains the right to advise the member if there is a need for more directors, at which time the member will provide the board with written permission to increase or decrease the number of directors serving on the board, as long as an odd number of directors are on the board, including for the purpose of staggering the terms of directors.

 

5.02 Powers

 

All corporate powers shall be exercised by or under the authority of the board and the affairs of Harmony for Hope, Inc. shall be managed under the direction of the board and the sole member, except as otherwise provided by law.

 

5.03 Terms

 

  • All directors appointed by the sole member will serve a two-year term, however the term may be extended until a successor has been selected.
  • Director terms shall be staggered so that approximately half the number of directors will end their terms in any given year.
  • Directors may serve in succession.
  • The term of office shall be considered to begin on January 1 and end December 31 of the second year in office, unless the term is extended until such time as a successor has been elected.

 

 

5.04 Qualification and Election of Directors

 

In order to be eligible to serve as a director on the board of directors, the individual must be 18 years of age and an affiliate within affiliate classifications created by the board of directors. As per regulation 4.01 of these bylaws the sole member of the corporation has the right to appoint members of the board (including herself), and remove members of the board as the need arises.
Although, typically, the sole member will provide the board of directors with written permission on a yearly basis, as of January 1 of each year, allowing them to elect a director at their discretion along as the elections made are done so in conjunction with the rules set forth in these Bylaws.  The appointment or election of directors to replace those who have fulfilled their term of office shall take place in January of each year.

 

5.05 Vacancies

 

The board of directors, or the sole member, may fill vacancies due to the expiration of a director’s term of office, resignation, death or removal of a director or may appoint new directors under these Bylaws.

 

  • Unexpected Vacancies. Vacancies in the board of directors due to resignation, death, or removal shall be filled by the sole member or the board for the balance of the term of the director being replaced.

 

5.06 Removal of Directors

A director may be removed by the sole member at her discretion or with permission from the sole member by two-thirds vote of the board of directors then in office, if:

  • The director is absent and unexcused from two or more meetings of the board of directors in a twelve month period. The board president is empowered to excuse directors from attendance for a reason deemed adequate by the board president or the sole member.  The president shall not have the power to excuse him/herself from the board meeting attendance and in that case the board vice president or the sole member shall excuse the president. Or:

 

  • for cause or no cause, if before any meeting of the board at which a vote on removal will be made the director in question is given electronic or written notification of the board’s intention to discuss her/his case and is given the opportunity to be heard at a meeting of the board.

 

5.07 Board of Directors Meetings.

 

  • Regular Meetings: The board of directors shall have a minimum of four (4) regular meetings each calendar year at times and places fixed by the board. Board meetings shall be held upon four (a) days’ notice by first-class mail, electronic mail, or facsimile transmission or forty-eight (48) hours’ notice delivered personally or by telephone. lf sent by mail, facsimile transmission, or electronic mail, the notice shall be deemed to be delivered upon its deposit in the mail or transmission system. Notice of meetings shall specify the place, day, and hour of the meeting. The purpose of the meeting need not be specified.

 

  • Special Meetings: Special meetings of the board may be called by the president, vice president, secretary, treasurer, or any two (2) other directors of the board of directors. A special meeting must be preceded by at least two (2) days’ notice to each director of the date, time, and place, but not the purpose, of the meeting.

 

5.08 Manner of Acting

 

  • Quorum: A majority of the directors in office immediately before a meeting shall constitute a quorum for the transaction of business at that meeting of the board. No business shall be considered by the board at any meeting at which a quorum is not present.

 

  • Majority Vote: Except as otherwise required by law or by the Articles of Incorporation, the act of the majority of the directors present at a meeting at which a quorum is present shall be the act of the board.

 

  • Hung Board Decision: On the occasion that directors of the board are unable to make a decision based on a tied number of votes, the president or treasurer in the order of presence the sole member, the president or treasurer shall have the power to swing the vote based on his/her discretion.

 

  • Participation: Except as required otherwise by law, the Articles of lncorporation, or these Bylaws, directors may participate in a regular or special meeting through the use of any means of communication by which all directors participating may simultaneously hear each other during the meeting, including in person, internet video meeting or by telephonic conference call.

 

 5.09 Compensation of the Board Service

 

Directors shall receive no compensation for carrying out their duties as directors. The board may adopt policies providing for reasonable reimbursement of directors for expenses incurred in conjunction with carrying out board responsibilities.  Board members are strictly on a volunteer basis.

 

5.10 Compensation for Professional Services by Directors.

 

Directors are not restricted from being remunerated for professional services provided to the corporation. Such remuneration shall be reasonable and fair to the corporation and must be reviewed and approved in accordance with the board Conflict of Interest policy and any state laws that apply.

 

 

 

Article VI

Committees

 

 

6.01 Committees

 

The board of directors may by the resolution adopted by a majority of the directors then in office, designate one or more committees, each consisting of two or more directors to serve at the pleasure of the board. Any committee, to the extent provided in the resolution of the board, shall notate any and all findings and report back to the board their facts, ideas, and solutions for a final vote by the board. No committee, regardless of the board resolution, may:

 

  • take any final action of matters which also requires board members’ approval or approval of a majority of all members;

 

  • fill vacancies on the board of directors;

 

 

  • amend or repeal Bylaws or adopt new Bylaws;

 

  • amend or repeal any resolution of the board of directors which by its express terms is not so amendable or repeal able;

 

 

  • appoint any other committees of the board of directors or the members of these committees;

 

  • expend corporate funds to support a nominee for director; or

 

 

  • approve any transaction;

 

(i) to which the corporation is a party and one or more directors have a material financial interest; or

 

(ii) between the corporation and one or more of its directors or between the corporation or any person in which one or more of its directors have a material financial interest.

 

6.02 Meetings and Action of Committees

 

Meetings and action of the committees shall be governed by, held and taken in accordance with, the provisions of Article V of these Bylaws concerning meetings of the directors, with such changes in the context of those Bylaws as are necessary to substitute the committee and its members for the board of directors and its members, except that the time for regular meetings of committees may be determined either by resolution of the board of directors or by resolution of the committee. Special meetings of the committee may also be called by resolution of the board of directors. Notice of special meetings of committees shall also be given to any and all alternate members, who shall have the right to attend all meetings of the committee. Minutes shall be kept of each meeting of any committee and shall be filed with the corporate records. The board of directors may adopt rules for the governing of the committee not inconsistent with the provision of these Bylaws. All board meetings shall follow Robert’s Rules of Order.

 

6.03 Informal Action by the Board of Directors

 

Any action required or permitted to be taken by the board of directors at a meeting may be taken without a meeting if consent in writing, setting forth the action so taken, shall be agreed by the consensus of a quorum. For purpose of this section an e-mail transmission from an e-mail address on record constitutes a valid writing. The intent of this provision is to allow the board of directors to use e-mail to approve actions, as long as a quorum of the board members gives consent.

 

Article VII

 

Officers

7.01 Board Officers

 

The officers of the corporation shall be:

 

  • Sole Member, who,

 

  • has the right to appoint members of the board (including herself), remove members of the board and control amendments to the articles of incorporation and bylaws.

 

  • shall serve as the Corporation’s official spokesperson. As such, they shall issue all written and oral position statements for the Corporation.

 

 

  • Board President, who:

 

  • shall preside at all meetings with the power to vote. They shall make, on behalf of the board, an annual report to the members of the Corporation;

 

  • shall be an ex-officio member of all standing and special committees with power to vote thereon;

 

  • may refer to the members of the Board of Directors any matter, in which case the Board of Directors may act by referendum, provided that a majority participates in such referendum in order to constitute a quorum;

 

  • Vice President, who:

 

  • shall assume the office of President whenever such vacancy occurs.

 

  • shall also perform such other duties as are determined by these Bylaws, the Board of Directors or the President.

 

  • Secretary, who:

 

  • shall see to the proper recording of proceedings of the meetings and carry into execution all orders, votes, and resolutions. They shall keep the seal of the Corporation;

 

  • shall send notice of meetings of the Board of Directors and the Executive Committee.

 

  • as necessary, may delegate such duties of secretary to another officer or individual;

 

  • in the absence of the President and Vice-President from a meeting, they shall preside.

 

  • Treasurer, who:

 

  • shall have general supervision of the financial affairs of the Corporation. They shall see that accurate records are maintained and reviewed and shall have responsibility, in consultation with the finance committee, of recommending for final approval by the Board of Directors. They shall furnish such financial information and accounting to the board and/or Executive Committee;

 

  • shall co-sign with the President any check or draft for the corporation;

 

  • shall provide for the custody and safekeeping of all securities of the Corporation, subject to the direction of the Board of Directors. The treasurer and such directors designated by the Board of Directors, acting jointly, shall have the right to access to such securities. All transactions affecting such securities shall be recorded and submitted to the Board of Directors for review;

 

  • as necessary, may delegate such duties of treasurer to another officer or individual;

 

  • shall give a report of income/expenditures at all regular board meetings;

 

  • in the absence of the President, Vice-President, and Secretary from a meeting shall preside.

 

  • Executive Director

 

The Executive Director shall be responsible for the conduct of the Corporations normal operations. The Executive Director shall be the Chief Executive officer and official Secretary of the Corporation whose salary shall be fixed by the Board of Directors and shall serve in this position until their removal. The removal shall be by two-thirds (2/3) vote of the full board. The Executive Director shall have charge of the Corporation’s office and supervision of any volunteers. They shall conduct official correspondence, maintain all records, and provide professional leadership by giving advice and counsel to the sole member, officers, Board, and Committees concerning operations of the Corporation. ln the performance of his/her duties, the Executive Director shall be responsible to and under the supervision of the Sole Member. ln order to motivate this Corporation’s activities, goals, and policies the Executive Director shall maintain close contact with the Sole Member, Officers, Committee Chairs and their respective members at necessary intervals to properly conduct the Corporations affairs.

 

  • Quality Education Director, who:

 

The Quality Education Director shall be responsible for the quality of the curriculum that has been established by Harmony for Hope, Inc. to insure it stays up to date and provides our children with the best education possible in our area. The Quality Education Director shall be the Chief Education Director and official Secretary of the Corporation whose salary shall be fixed by the Board of Directors and shall serve in this position until their removal. The removal shall be by two-thirds (2/3) vote of the full board. It will be the responsibility of the Education Director to direct and shape the curricula and teaching processes for Harmony for Hope, Inc.. The Education Director must currently be or must have been a teacher or administrator within an educational setting. They will also be involved with the research and design of educational materials and instructional methods. Other job duties of the Education Director will include mentoring new teachers, teaching workshops or seminars and observing teachers in the classroom.  Additionally, education directors may provide constructive feedback based on teacher evaluations.

  • Non- Director Officers

 

The board of directors may designate additional officer positions of the corporation and may appoint and assign to other non-director officers of the corporation.

 

 7.02 Term of Office

 

Except for the sole member as stated in Article 4.01, each officer shall serve a two-year term of office and may not serve more than four (4) consecutive years in the same position. Unless unanimously elected by the board at the end of his/her four (4) year terms or to fill a vacancy in an officer position, each board officer’s term of office shall begin upon the adjournment of the board meeting at which elected and shall end upon the adjournment of the board meeting during which a successor is selected / elected. The corporate officers will sit on the board of directors as long as they are officers of the corporation.

 

The sole member or the board of directors by a 2/3 majority vote may remove an officer at any time with or without cause. Any officer may resign at any time by giving written notice to the Corporation without prejudice to the rights, if any, of the corporation under any contract to which the officer is a party. Any resignation shall take effect at the date of receipt of the notice or at any later time specified in the notice, unless otherwise specified in the notice. The acceptance of the resignation shall not be necessary to make it effective.

 

 

 

 

Article VIII

 

Contracts, Checks, Loans, Indemnification and Related Matters

 

8.01 Contracts and other Writings

 

Except as otherwise provided by resolution of the board or board policy, all contracts, deeds, leases, mortgages, grants, and other agreements of the corporation shall be executed on its behalf by the treasurer or other persons to whom the corporation has delegated authority to execute such documents in accordance with policies approved by the board.

 

 8.02 Checks, Drafts

 

All checks, drafts, or other orders for payment of money, notes, or other evidence of indebtedness issued in the name of the corporation, shall be signed by such officer or officers, agent or agents, of the corporation and in such manner as shall from time to time be determined by resolution of the board.

 

8.03 Deposits

 

All funds of the corporation not otherwise employed shall be deposited from time to time to the credit of the corporation in such banks, trust companies, or other depository as the board or a designated committee of the board may select.

 

 8.04 Loans

 

No loans shall be contracted on behalf of the corporation and no evidence of indebtedness shall be issued in its name unless authorized by resolution of the board. Such authority may be general or confined to specific instances.

 

 8.05 Indemnification of Directors and Officers

 

The sole member, each director and officer of the Corporation now and hereafter serving as such, shall be indemnified by the Corporation against any and all claims and liabilities to which they have or shall become subject by reason of serving or having served as such director or officer, or by reason of any action alleged to have been taken, omitted or neglected by them as such director or officer; the Corporation shall reimburse each such person for all legal expenses reasonably incurred in connection with any such claim or liability, provided, however, that no such person shall be indemnified against, or be reimbursed for any expense incurred in connection with, any claim or liability arising out of their own willful misconduct or gross negligence.

 

 

 

Article IX

 

Miscellaneous

 

 

 

9.01 Books and Records

 

The corporation shall keep correct and complete books and records of account and shall keep minutes of the proceedings of all meetings of its board of directors, a record of all actions taken by board of directors without a meeting, and a record of all actions taken by committees of the board. ln addition, the corporation shall keep a copy or the corporation’s Articles of Incorporation and Bylaws as amended to date.

 

9.02 Fiscal Year

 

The fiscal year of the corporation shall be from January 1 to December 31 of each year.

 

 9.03 Conflict of Interest

 

The board shall adopt and periodically review a conflict of interest policy to protect the corporation’s interest when it its contemplating any transaction or arrangement which may benefit any director, officer, volunteer, affiliate, or member of a committee with board-delegated powers.

 

 9.04 Nondiscrimination Policy

 

The officers, directors, committee members, volunteers and persons served by this corporation shall be selected entirely on a nondiscriminatory basis without respect to age, sex, race, religion, national origin. It is the policy of Harmony for Hope, Inc. not to discriminate on the basis of race, creed, ancestry, marital status, gender, age, physical disability, veteran’s status, political service or affiliation, color, religion, or national origin.

 

9.05 Bylaw Amendment

 

These bylaws may be amended, altered, repealed, or restated by a vote of the majority of the board of directors then in office at a meeting of the board, provided, however,

 

(a) that no amendment shall be made to these Bylaws which would cause the corporation to cease to qualify as an exempt corporation under Section 501(c)3 of the Internal Revenue Code of 1986, or the corresponding section of any future Federal tax code: and,

 

(b) that an amendment does not affect the voting rights of the sole member or the directors. An amendment that does affect the voting rights of the sole member or the directors further requires a special meeting called by the sole member, or with written permission of the sole member, ratification by a two-thirds (2/3) vote of a quorum of directors at a Board meeting.

 

(c) that all amendments be consistent with the Articles of Incorporation.

 

Article X

 

Counterterrorism and Due Diligence Policy

 

Although adherence and compliance with the US Department of the Treasury’s publication the “Voluntary Best Practice for US Based Charities” is not mandatory, Harmony for Hope, Inc. willfully and voluntarily recognizes and puts to practice these guidelines and suggestions to reduce, develop, re-evaluate and strengthen a risk-based approach to guard against the threat of diversion of charitable funds or exploitation of charitable activity by terrorist organizations and their support networks. Harmony for Hope, Inc. shall also comply and put into practice the federal guidelines, suggestions, laws and limitation set forth by pre-existing US legal requirements related to combating terrorist financing, which include, but are not limited to, various sanction programs administered by the Office of Foreign Assets Control in regard to its foreign activities.

 

 

Article XI

 

Document Retention Policy

 

11.01 Purpose

 

The purpose of this document retention policy is establishing standards for document integrity, retention, destruction and to promote the proper treatments of Harmony for Hope, Inc..

 

11.02 Policy

 

Section 1. General Guidelines. Records should not be kept if they are no longer needed for the operation of the business or required by law. Unnecessary records should be eliminated from the files, through recycling. From time to time, Harmony for Hope, Inc. may establish retention and destruction policies or schedules for specific categories of records in order to ensure legal compliance, and also to accomplish other objectives, such as preserving intellectual property and cost management. Several categories of documents that warrant special consideration are identified below. While minimum retention periods are established, the retention of the documents identified below and of documents not included in the identified categories should be determined primarily by the application of the general guidelines affecting document retention, as well as the exception for litigation relevant documents and any other pertinent factors.

 

Section 2. Exception for Litigation Relevant Documents. Harmony for Hope, Inc. expects all officers, directors, and volunteers to comply fully with any published records retention or destruction policies and schedules, provided that all officers, directors, and volunteers should note the following general exception to any stated destruction schedule: if you believe, or Harmony for Hope, Inc. informs you, that corporate records are relevant to litigation, or potential litigation (i.e. a dispute that could result in litigation), then you must preserve those records until it is determined that the records are no longer needed. That exception supersedes any previously or subsequently established destruction schedule for those records.

 

 Section 3. Minimum Retention periods for Specific Categories

 

 (a)Corporate Documents. Corporate records include the corporation’s Articles of Incorporation, Bylaws and IRS Form 1023 and Application for Exemption. Corporate records should be retained permanently. IRS regulations require that the Form 1023 be available for public inspection upon request”

 

(b)Tax Records. Tax records include but may not be limited to documents concerning payroll, expenses, proof of contributions made by donors, accounting procedures, and other documents concerning the corporation’s revenues. Tax records should be retained for at least seven years from the date of filing the applicable return.

 

(c)Employment Records/Personnel Records. State and federal statutes require the corporation to keep certain recruitment, volunteer, and personnel information. The corporation should also keep personnel files that reflect performance reviews and any complaints brought against the corporation or individual volunteers under applicable state and federal statutes. The corporation should also keep in the volunteer’s personnel file all final memoranda and correspondence reflecting performance reviews and actions taken by or against personnel. Volunteer applications should be retained for three years. Retirement and pension records should be kept permanently. Other volunteer and personnel records should be retained for seven years.

 

(d)Board and Board Committee Materials. Meeting minutes should be retained in perpetuity in the corporation’s minute book. A clean copy of all other Board and Board Committee materials should be kept for no less than three years by the corporation.

 

(e)Press Releases/Public Filings. The corporation should retain permanent copies of all press releases and publicly filed documents under the theory that the corporation should have its own copy to test the accuracy of any document a member of the public can theoretically produce against the corporation.

 

(f)Legal Files. Legal counsel should be consulted to determine the retention period of particular documents, but legal documents should generally be maintained for ten years.

 

 (g)Marketing and Sales Documents. The corporation should keep final copies of marketing and sales documents for the same period of time it keeps other corporate files, generally three years. An exception to the three-year policy may be sales invoices, contracts, leases, licenses, and other legal documentation. These documents should be kept for at least three years beyond the life of the agreement.

 

(h)Development/Intellectual Property and Trade Secrets. Development documents are often subject to intellectual property protection in their final form (e.g. patents and copyrights). The documents detailing the development process are often also of value to the corporation and are protected as a trade secret where the corporation:

 

(i.) derives independent economic value from the secrecy of the information; and

(ii.) has taken affirmative steps to keep the information confidential.

 

The corporation should keep all documents designated as containing trade secret information for at least the life of the trade secret.

 

(i)Contracts. Final, execution copies of all contracts entered into by the corporation should be retained. The corporation should retain copies of the final contracts for at least three years beyond the life of the agreement, and longer in the case of publicly filed contracts.

 

(j)Correspondence. Unless correspondence falls under another category listed elsewhere in this policy, correspondence should generally be saved for two years.

 

(k)Banking and Accounting. Accounts payable ledgers and schedules should be kept for seven years. Bank reconciliations, bank statements, deposit slips and checks (unless for important payments and purchases) should be kept for three years. Any inventories of products, materials, and supplies and any invoices should be kept for seven years.

 

(l)Insurance. Expired insurance policies, insurance records, accident reports, claims, etc. should be kept permanently.

 

(m)Audit Records. External audit reports should be kept permanently. Internal audit reports should be kept for three years.

 

Section 4. Electronic Mail. E-mail that needs to be saved should be either:

 

(i) printed in hard copy and kept in the appropriate file, or

(ii) downloaded to a computer file and kept electronically or on disk as a separate file. The retention period depends upon the subject matter of the email, as covered elsewhere in this policy.

 

Article XII

 

Transparency and Accountability

 

Disclosure of Financial Information with The General Public

 

 

Harmony for Hope, Inc. practices and encourages corporate transparency and accountability to the general public and will make full and accurate information available about its mission, activities, and governance policies available upon written request. The corporation will, however, provide all required IRS documents such as form 990,990T, 1023, and 5227 when requested to the general public.

 

 12.01 Financial Disclosure

 

The disclosure of financial information within Harmony for Hope, Inc. will be shared with the board of directors at regularly held meetings. Financial information will not be shared with anyone outside the corporation.

 

12.02 Closed Meetings

 

Board Meetings will be closed to the general public, unless the board passes a motion by two -thirds (2/3) majority making said meeting open to the public. All board minutes are closed to the public, unless a motion is passed by two-third s (2/3) majority to make any specific portion open to the general public. All documentation, donor records, staff records, financial records, and individuals receiving assistance from Harmony for Hope, Inc. will be kept confidential unless so ordered to release said information by a court of law.

 

Article XIII

 

Whistleblower Policy

 

It is the intention at Harmony for Hope, Inc. to provide a safe learning environment for not
only the children we serve, but also the volunteers and staff who work alongside the children
within our community. With this in mind, if at any time a member of our organization feels any
of our policies, practices or activities are in violation of the law, they may file a written
complaint with the executive director of Harmony for Hope, Inc..

13.01 Reporting Responsibility

At Harmony for Hope, Inc. we expect all members of our organization to be upheld to the highest
standards. Therefore, all directors, officers, staff and volunteers are expected to comply with all
laws and regulations. If at any time a member of our organization is suspected of violating any
rules or regulations that would not be deemed acceptable due to legal reasons, or for anything
deemed inacceptable by the board of directors, they should feel free to report said violation in
accordance with this Whistleblower policy.

13.02 No Retaliation

If at any time a representative of Harmony for Hope, Inc. feels the need to file a complaint with the executive officer, then they will be protected from any reprisal. This is only applicable to an
volunteer who brings an alleged unlawful activity, policy or practice to the attention of Harmony
for Hope providing us with the opportunity to investigate or correct any unlawful activities.

13.03 Open Door

At Harmony for Hope, Inc. it is our intention to bring unity and harmony to our area through an air
of openness and communication. With this in mind we have implemented an open door policy
which provides our teams with the ability to discuss any important matters in which they feel
need to be addressed. For this purpose, all directors, officers, and staff are always available for
any type of communication, suggestion, question or discussion with any and all staff and
volunteers.

13.04 Confidentiality and Anonymous Reporting

If at any time Harmony for Hope, Inc. is made aware of a potential violation it is our goal to keep all
information related to any complaint completely confidential. To aid in this effort we have
implemented an automated reporting system. This third party reporting system allows our
volunteers to file a confidential report with a third party company who provides us with a 24-
hour toll-free hotline.

13.05 Plan of Action

Once a violation has been received, either through communication via a representative of
Harmony for Hope, Inc. or through our third party independent reporting system, we will follow a set
of steps to insure all matters are resolved in an effective and timely manner.

  1. Once a report has been filed it is brought to the attention of the executive officer.
  2. Once the executive officer has had time to review the complaint a decision will be
    made in a timely manner.
  3. The executive officer will then file an official report of her findings, and this report
    will be made available to all parties who were involved in said violation.
  4. If necessary all legal paperwork associated with a violation will be made available to
    the public to aid in the transparency of our program.

If at any time Harmony for Hope, Inc., or a representative of Harmony for Hope, Inc., has been found to violate the policies which have been set forth by this whistleblower policy they can contact the West Virginia Attorney General Office at (800)368-8808.

 

Article XIV

 

Amendment of Articles of Incorporation

 

14.01 Amendment

 

Any amendment to the Articles of Incorporation may be adopted by approval of two-thirds (2/3) of the board of directors. An amendment that does affect the voting rights of the sole member or the directors further requires a special meeting called by the sole member, or with written permission of the sole member, ratification by a two-thirds (2/3) vote of a quorum of directors at a Board meeting.

 

 

 

 

 

Certificate of Adoption of Bylaws

 

 

I do hereby certify that the above stated Bylaws of Harmony for Hope, Inc. were approved by Harmony for Hope, Inc. board of directors on                           and constitute a complete copy of the Bylaws of the corporation.

 

 

______________________________________________________            __________________

Board of Director Signature                                                                                       (Date)

 

________________________________________________            __________________

Board of Director Signature                                                                           (Date)

 

_________________________________________________          __________________

Board of Director Signature                                                                           (Date)

Harmony for Hope, Inc.

 

ARTICLE I

 

PURPOSES

 

The purpose of the conflict of interest policy is to protect the corporations tax exempt interest when it is contemplating entering into a transaction or arrangement that might benefit the private interest of an officer or director of the corporation or might result in a possible excess benefit transaction. The policy is intended to supplement but not replace any applicable state and federal laws governing conflict of interest applicable to nonprofit and charitable organizations.

 

Harmony for Hope, Inc. believes that conflicts are undesirable because they potentially or eventually place the interests of others ahead of the corporation’s obligations to its charitable purposes and to the public interest. Conflicts are also undesirable because they often reflect adversely upon the person involved and upon the institutions with which they are affiliated, regardless of the actual facts or motivations of the parties. However, the long-range best interests of the corporation do not require the termination of all association with persons who may have real or apparent conflicts that are harmless to all individuals or entities involved.

 

Each member of the board of directors and staff of the corporation has a duty of loyalty to the corporation. The duty of loyalty generally requires a director or staff member to prefer the interests of the corporation over the director’s/staff’s interest or the interests of others. ln addition, directors and staff of the corporation shall avoid acts of self-dealing which may adversely affect the tax exempt status of the corporation or cause there to arise any sanction or penalty by a governmental authority.

 

In connection with any actual or possible conflict of interest, an interested person must disclose the existence of the financial interest and be given the opportunity to disclose all material facts to the directors and members of committees with governing board delegated powers considering the proposed transaction or arrangement.

 

ARTICLE II

 

DEFINITIONS

 

Interested Person     

 

Any director, principal officer, or member of a committee with governing board delegated powers, who has a direct or indirect financial interest, as defined below, is an interested person.

 

Financial Interest

A person has a financial interest if the person has, directly or indirectly, through business, investment, or family:

 

(a) An ownership or investment interest in any entity with which the corporation has a transaction or arrangement,

 

(b) A compensation arrangement with the corporation or with any entity or individual with which the corporation has a transaction or arrangement, or

 

(c) A potential ownership or investment interest in, or compensation arrangement with, any entity or individual with which the corporation is negotiating a transaction or arrangement. Compensation includes direct and indirect remuneration as well as gifts or favors that are not insubstantial. A financial interest is not necessarily a conflict of interest. Under Article 3, Section 2, a person who has a financial interest may have a conflict of interest only if the appropriate governing board or committee decides that a conflict of interest exists.

 

 

ARTICLE III

 

PROCEDURES

 

Duty to Disclose

 

In connection with any actual or possible conflict of interest, an interested person must disclose the existence of the financial interest and be given the opportunity to disclose all material facts to the directors and members of committees with governing board delegated powers considering the proposed transaction or arrangement.

 

 Determining Whether a Conflict of Interest Exists

 

After disclosure of the financial interest and all material facts, and after any discussion with the interested person, he/she shall leave the governing board or committee meeting while the determination of a conflict of interest is discussed and voted upon. The remaining board or committee members shall decide if a conflict of interest exists.

 

Procedures for Addressing the Conflict of Interest

 

(a) An interested person may make a presentation at the governing board or committee meeting, but after the presentation, he/she shall leave the meeting during the discussion of, and the vote on, the transaction or arrangement involving the possible conflict of interest.

 (b) The chairperson of the governing board or committee shall, if appropriate, appoint a disinterested person or committee to investigate alternatives to the proposed transaction or arrangement.

 

(c) After exercising due diligence, the governing board or committee shall determine whether the corporation can obtain with reasonable efforts a more advantageous transaction or arrangement from a person or entity that would not give rise to a conflict of interest.

 

(d) lf a more advantageous transaction or arrangement is not reasonably possible under circumstances not producing a conflict of interest, the governing board or committee shall determine by a majority vote of the disinterested directors whether the transaction or arrangement is in the corporation’s best interest, for its own benefit, and whether it is fair and reasonable. In conformity with the above determination it shall make its decision as to whether to enter into the transaction or arrangement.

 

Violations of the Conflicts of Interest Policy

 

 (a) If the governing board or committee has reasonable cause to believe a member has failed to disclose actual or possible conflicts of interest, it shall inform the member of the basis for such belief and afford the member an opportunity to explain the alleged failure to disclose.

 

(b) If after hearing the member’s response and after making further investigation as warranted by the circumstances, the governing board or committee determines the member has failed to disclose an actual or possible conflict of interest, it shall take appropriate disciplinary and corrective action.

 

 

ARTICLE IV

 

RECORDS OF PROCEEDTNGS

 

Minutes

 

The minutes of the governing board and all committees with board delegated powers shall retain:

 

(a) The names of the persons who disclosed or otherwise were found to have a financial interest in connection with an actual or possible conflict of interest, the nature of the financial interest, any action taken to determine whether a conflict was present, and the governing boards or committee’s decision as to whether a conflict of interest in fact existed.

 

 (b) The names of the persons who were present for discussions and votes relating to the transaction or arrangement, the content of the discussion, including any alternatives to the proposed transaction or arrangement, and a record of any votes taken in connection with the proceedings.

 

 

ARTICLE V

 

COMPENSATION

 

 (a) A voting member of the governing board who receives compensation, directly or indirectly, from the corporation for services is precluded from voting on matters pertaining to that member’s compensation.

 

(b) A voting member of any committee whose jurisdiction includes compensation, directly or indirectly from the corporation for services is precluded from voting on matters pertaining to that member’s compensation.

 

 (c) No voting member of the governing board or any committee whose jurisdiction includes compensation matters and who receives compensation, directly or indirectly, from the corporation, either individually or collectively, is prohibited from providing information to any committee regarding compensation.

 

 

ARTICLE VI

 

ANNUAL STATEMENTS

 

Each director, principal officer and member of a committee with governing board delegated powers shall annually sign a statement which affirms such person:

 

(a) has received a copy of the conflicts of interest policy,

 

(b) has read and understands the policy,

 

(c) has agreed to comply with the policy, and

 

(d) understands that the corporation is charitable and in order to maintain its federal tax exemption it must engage primarily in activities which accomplish one or more of its tax exempt purposes.

 

 

 

 

ARTICLE VII

 

PERIODIC REVIEWS

 

 

To ensure the corporation operates in a manner consistent with charitable purposes and does not engage in activities that could jeopardize its tax exempt status, periodic reviews shall be conducted. The periodic review shall, at a minimum, include the following subjects:

 

(a) whether compensation arrangements and benefits are reasonable, based on competent survey information and the result of arm’s length bargaining.

 

(b) whether partnership, joint ventures, and arrangements with management corporation’s conform to the corporation’s written policies, are properly recorded, reflect reasonable investment or payments for goods and services, further charitable purposes and do not result in inurnment, impermissible private benefit or in an excess benefit transaction.

 

 

ARTICLE VIII

 

USE OF OUTSIDE EXPERTS

 

When conducting the periodic reviews as provided for in Article VII, the corporation may, but need not, use outside advisors. If outside experts are used, their use shall not relieve the governing board of its responsibility for ensuring periodic reviews are conducted.