OF OAK RIDGE, TENNESSEE
BYLAWS
As Amended February 27, 2009
ARTICLE I -- NAME
The name of this organization, a Tennessee non-profit corporation, shall be ECUMENICAL STOREHOUSE, INC.
ARTICLE II -- PURPOSE
The purposes for which the corporation is organized are to collect and store reusable household goods and to distribute them to needy individuals and families, primarily in Anderson County, by referral only and on a first-come, first-served basis.
ARTICLE III -- MEMBERSHIP
A member organization of the corporation is any interested church or other organization that agrees to participate in the corporation as specified in these bylaws and to provide financial and volunteer support to govern the corporation and operate the Storehouse as described in the "Operating Procedures." Associate membership is available to a church or other organization with a working partnership with a member organization. Associate Members shall enjoy all of the rights and privileges of a Member Organization, but is not required to manage the Storehouse in turn with the members – beyond assisting its member partner during the member’s month of operation.
ARTICLE IV -- BOARD OF DIRECTORS
Section 1: The affairs of the corporation shall be managed and controlled by the Board of Directors, consisting of representatives from the member organizations. Although there may be multiple representatives from a member organization on the Board, each organization shall have a single vote. Vacancies on the Board of Directors shall be filled by the member organization with the vacancy.
Section 2: The number of directors shall be equal to the number of participating churches and organizations . Each director shall hold office at the discretion of the organization they represent.
Section 3: Regular meetings of the Board of Directors shall be held on the fourth Thursday of the second month of each quarter. An annual meeting of the corporation shall be held at the November meeting of the Board of Directors. Officers of the corporation shall be elected at the annual meeting. Special meetings of the Board of Directors shall be held whenever called by the President or by one-third of all the directors.
Section 4: Notice of any meeting of the Board of Directors shall be given at least five days before the day of the meeting.
Section 5: A majority of the Board of Directors shall constitute a quorum for the transaction of business. Action may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all the directors.
Section 6: Any director may be removed at any time for cause, including conduct injurious to the corporation or absence from three consecutive meetings of the board of Directors, by the affirmative vote of two-thirds of all the directors, provided the notice of the meeting specified the proposed removal.
Section 7: The Board of Directors shall develop and maintain "Operating Procedures" to describe the manner and procedures for operation of the Storehouse.
Section 8: The Board of Directors shall develop the monthly operation schedule for the Storehouse. Each member organization is assigned the responsibility on a rotational basis in as fair and equitable manner as possible. This schedule covers at least one year in the future and is made available to all member organizations as developed.
ARTICLE V -- OFFICERS
Section 1: The corporation shall have three officers - President, Secretary, and Treasurer; these officers must be directors of the corporation. Each officer shall be elected in even-numbered years at the regular annual meeting of the corporation for a two-year term to be served concurrent with the fiscal year. The Board of Directors may appoint additional officers, such as a vice-president, for a mutually agreeable term to end no later than the term of the current President.
Section 2: If an officer is unable or unwilling to complete his term, the vacancy may be filled by the Board of Directors for the unexpired portion of the term.
Section 3: Any officer may resign at any time by delivering a written resignation to the Board of Directors. Acceptance shall not be necessary to make the resignation effective.
Section 4: Any officer may be removed for cause (see IV.6) and a successor elected by the Board at any time.
Section 5: Officers of the corporation shall each have such powers and duties as generally pertain to their respective offices or as specifically conferred by the Board of Directors.
Section 6: The Board of Directors may designate an Executive Director as required for performance of the corporation's purposes. The Executive Director shall be an ex-officio member of the Board of Directors. S/he shall be responsible for the planning and daily management of the corporation's activities in accordance with the decisions and policies of the Board.
Section 7: There shall be an Executive Committee composed of the President, Secretary, and Treasurer. This committee shall function for the Board of Directors between its regular meetings.
ARTICLE VI -- COMMITTEES ARTICLE VII -- FINANCIAL PROCEDURES ARTICLE VIII -- INDEMNIFICATION ARTICLE IX -- AMENDMENTS
Committees may be established as deemed necessary by the Board of Directors. Members of the committee may or may not be Board members.
Section 1: The Board of Directors, or Executive Committee, may authorize any officer or agent to enter into any contract or execute and deliver any instrument in the name of and on behalf of the corporation and such authorization may be general or confined to specific instances.
Section 2: The fiscal year of the corporation shall begin on January 1 and end on December 31.
Section 3: All funds of the corporation shall be deposited as appropriate in such banks or other depositories as the Board of Directors may direct. All checks or other withdrawal of funds shall be signed by an agent authorized by the Board of Directors.
Section 4: The Board of Directors shall approve and adopt the budget of the corporation.
Section 5: The directors shall serve as such without salary, but the Board may authorize payment of reasonable expenses incurred by the Directors in the performance of their duties and reasonable compensation for special services rendered by any director.
Section 6: If any officer or director has a direct or indirect interest in any contract or transaction of this corporation, such interest shall be made known to the Board. In the event of such interest and disclosure and provided that the Board of Directors shall authorize such contract or transaction (without the vote of the interested director), such contract or transaction shall be valid.
Section 7: In the event that this corporation is dissolved, after the settlement of all outstanding obligations, its assets shall be conferred by the Board of Directors to one or more non-profit corporations working in the field of assistance to needy persons.
Any person (or his estate) made a party of any action, suit or proceeding by reason of the fact that he is or was a director, officer, employee or agent of the corporation or of any corporation which he served as such at the request of this corporation shall be indemnified by the corporation against liability and reasonable expenses, including attorney's fees, actually and necessarily incurred by him in connection with any appeal therein, except in relation to matters as to which it shall be adjudged employee or agent is liable for negligence or misconduct in the performance of his duties. The foregoing right of indemnification shall not be deemed exclusive of any other rights to which any officer, director, employee or agent may be entitled apart from the provisions of this article.
These by-laws may be amended or revised by a majority of the directors present at any regular or special meeting provided the notice of the meeting specified the proposed action.