Article 1—Organization
1.1 PRINCIPAL OFFICE. The principal office of the Corporation will be
determined by the Board of Directors. Other offices may also be established
at such places that the Board deems necessary for the conduct of business.
Principal office location will be: 6070 Angus Lane, Hopedale, IL 61747. A
copy of these bylaws will be kept at the principal office as well as digitally on
Microsoft One Drive.
1.2 REGISTERED AGENT. The name and address of the Registered Agent
is provided in the Articles of Incorporation that was filed with the Secretary of
State. The Registered Agent may only be changed by filling out the
appropriate paperwork with the Secretary of State. Each change of
Registered Agent must be approved by the Board of Directors. Current
Registered Agent: Rose Bortolussi, President.
1.3 GOVERNING INSTRUMENTS. The Corporation will operate under the
requirements set forth in its Articles of Incorporation and Bylaws. The Bylaws
may be amended by the Board of Directors.
Article 2— Purpose, Objectives, and Membership
2.1 CHARITABLE, EDUCATIONAL, RELIGIOUS AND SCIENTIFIC
PURPOSES. The Corporation is organized exclusively for charitable,
educational, religious, or scientific purposes within the meaning of Section
501(c)(3) of the Internal Revenue Code. The Corporation’s specific purpose
is: Jeeps Against Suicide is a non-profit organization focused on building,
growing and supporting mental health, suicide prevention programs and
organizations.
2.2 INUREMENT OF INCOME. The income of the Corporation shall not be
distributed to or used for the benefit of its members, directors, officers or other
persons except that the Corporation is authorized to pay reasonable
compensation for services rendered.
2.3 LEGISLATIVE OR POLITICAL ACTIVITIES. The Corporation shall not
participate in or intervene in any political campaign on behalf of any candidate
for public office or dedicate a substantial part of its activities to propaganda or
attempts to influence legislation.
2.4 OPERATIONAL LIMITATIONS. The Corporation shall not conduct or
participate in any activities not permitted to be carried on by a tax-exempt
501(c)(3) corporation or by a corporation whose contributions are deductible
under Section 170(c)(2) of the IRS code of 1954 or the corresponding
provision of any future US Internal Revenue Law.
2.5 NONDISCRIMINATION POLICY. Unlawful discrimination, on the basis
of sex, age, race, color, national origin, religion, physical handicap or
disability, will not be permitted or tolerated by the Corporation.
2.6 MEMBERSHIP. The Corporation will not have members.
Article 3—Board of Director Meeting
3.1 MEETING LOCATION. Meetings shall be held at the Corporation’s
principal place of business or at an alternate location chosen by the Board.
3.2 REGULAR MEETINGS. Regular Meetings shall be held at a date and
time that is acceptable to the Board members and at a frequency that
promotes the growth of the Corporation.
3.3 SPECIAL MEETINGS. Special meetings may be called at any time by
president of the Board of Directors. Notice of the meeting must be received
by each Director at least 3 days before the meeting. The notice must include
the agenda for the meeting along with the place and time of the meeting.
3.4 TELEPHONE MEETINGS. When necessary or desired, the Board may
elect to meet via conference call or any other means where all participants
can hear each other. Decisions made at such meetings will have the same
authority and power as a decision made at meetings where the participants
were physically present.
3.5 ACTION WITHOUT A MEETING. Any action that may be taken at a
regular or special meeting of the Board may be taken without a meeting if all
members of the Board, in writing, consent to the action. All such actions will
have the same authority and power as actions passed at meetings where the
participants were physically present.
3.6 QUORUM. A majority of the authorized Directors will constitute a
quorum. A quorum is required for actions taken to be considered Board
approved.
Article 4—Directors
4.1 AUTHORITY. The business and affairs of the Corporation shall be
managed by a Board of Directors subject to any limitations in the Articles of
Incorporation.
4.2 ELECTION. The members of the Board of Directors will be elected by
the voting members at the annual meeting. The Director will serve for the
time specified at his or her election but for no less than one year.
4.3 NUMBER OF DIRECTORS. The number of authorized directors will be
determined by the Board but will not be less than three. This number may be
increased or decreased as needed by a vote of the Board. No decrease in
the number of Directors may shorten the term of an incumbent Director.
4.4 RESIGNATION. At any time, a Director may resign by giving a letter of
resignation to the Secretary of the Corporation. The resignation will become
effective immediately or at the date specified without a vote of the Board. A
vote of a quorum of Directors will be required to remove a Director for cause.
4.5 VACANCIES. Vacancies on the Board will be filled by a vote of the
Board. A majority vote of the current Directors will be required for election.
Board elected directors will serve until the next annual meeting when a Board
of Directors election will be held.
4.6 COMPENSATION. Directors will serve on a voluntary basis and will not
receive compensation for their services except for expenses incurred and
specified by Board resolutions. A Director may be compensated for services
provided to the Corporation if he also serves in another position such as an
officer, agent, or employee.
Article 5—Officers
5.1 NUMBER OF OFFICERS. The Corporation shall have at least a
President, Vice President, Treasurer and a Secretary. Other officers, along
with titles and responsibilities, may be added by the Board of Directors. The
Officers will be elected by a majority vote of the Board of Directors. One
person may be selected to serve in more than one position.
5.2 ELECTION. Officers’ election, length of term, and compensation is set
by the Board.
5.3 REMOVAL AND RESIGNATION. An officer may be removed or resign
at any time, with or without cause. Removal requires a majority vote of the
Board of Directors. Resignation requires that the officer submit a written
notice of his resignation to the Secretary.
5.4 PRESIDENT. The President will serve, at the discretion and under the
supervision of the Board, as the general manager and chief executive officer
of the corporation. The President will have the authority and power to run the
day-to-day operations of the company under the guidelines provided by the
Board. In the absence of a Treasurer, the President will also serve as the
chief financial officer.
5.5 VICE PRESIDENT. The Vice President will support the President by
overseeing internal operations and stepping in when President is unavailable.
The Vice President will also plan, develop, and enforce policies and objectives
for the Corporation to ensure it maintains it’s values and meet established
goals.
5.6 SECRETARY. The Secretary will be responsible for: (1) sending out
notices for all meetings, (2) keeping minutes for all meetings, (3) maintaining
the Corporate Record Book, (4) maintaining Corporation records and seal.
5.7 TREASURER. The Treasurer will be the lead board director of financial
management and oversight. The Treasurer will manage cash flow and
reconcile bank statements.
5.8 COMPENSATION. The Board of Directors will set the compensation for
officers. Compensation for Officers will be Zero Dollars. No officer will be
denied compensation due to the fact that they are also a Director.
Article 6—Authority to Execute
6.1 BINDING POWER. No officer, agent, or any other person or company
has the right or power to bind the Corporation by pledge, agreement, contract,
or any other means without the expressed written permission of the Board of
Directors.
6.2 SIGNATORIES. With authorization from the Board of Directors, the
President and Secretary will sign all documents, including all financial
documents that require the signature or endorsement of a corporate officer.
Article 7—Dissolution
Upon authorization from the Board of Directors to dissolve and after all
liabilities of the Corporation have been addressed, the remaining assets of the
Corporation may be disposed of exclusively for the purposes of the
Corporation as the Board of Directors shall determine.
Article 8—Corporate Records
8.1 CORPORATE MINUTES. A record of all meetings will be kept at the
principal place of business or at an alternate location chosen by the Board of
Directors. The minutes shall include the date, time, location, names of
attendees, purpose, and acts of each meeting.
8.2 FINANCIAL RECORDS. The Treasurer will be responsible for
maintaining accurate records of all corporate financial transactions. Industry
acceptable accounting procedures are to be followed so that the records may
be used in the preparation of the Corporation’s tax returns.
8.3 INSPECTION OF RECORDS. Corporate records and Bylaws are
available for inspection by Directors. Before examination, the inspecting party
must sign an affidavit stating that the information will be kept confidential.
8.4 FISCAL YEAR. The Board of Directors will determine the fiscal year of
the Corporation based on the prevailing guidelines of the Internal Revenue
Service. The fiscal year as determined by The Board of Directors will be
January 1 to December 31.
Article 9—Indemnification and Insurance
9.1 INDEMNIFICATION. The directors and officers will be indemnified to
the fullest extent of the law by the Corporation. Any director or officer that is
found to be negligent or guilty of misconduct will forfeit their indemnification.
9.2 INSURANCE. The Corporation shall have the power to purchase and
maintain insurance for any agent of the Corporation including but not limited to
directors, officers, and employees
Article 10—Adoption
This is to certify that the foregoing is a true and correct copy of the Initial
Bylaws duly adopted by undersigned Board of Directors.
Date: March, 14, 2022