By-laws

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ARTICLE 4 - MEMBERSHIP  Section 1.  Members. The membership of the organization shall be opened to anyone at least eighteen years of age, who identifies, sympathies, and supports the goals and visions of the organization.  No membership fee to be a member, but the person shall declare their intent to be a member and complete the membership form.  Section 2. Duties of Members.  A member is eligible to attend the organization membership annual meeting and participate in the election of the Board of Directors if there is a vacancy on the board.  

ARTICLE 5 - MEETINGS     Section 1. Annual Meeting. An annual meeting of members shall be held once each calendar year for the purpose of electing directors and for the transaction of such other business as may properly come before the meeting. The annual meeting shall be held at the time and place designated by the Board of Directors or held by means of the internet or other electronic communications technology in a manner pursuant to which the members can read or hear the proceedings substantially concurrent with the occurrence of the proceedings, note on matters submitted to the members, pose questions, make comments and vote.    Section 2. Special Meetings. Special meetings may be requested by the Chairman of the Board of Directors. A special meeting shall be held at the time and place designated by the Board of Directors or held by means of the internet or other electronic communications technology in a manner pursuant to which the members can read or hear the proceedings substantially concurrent with the occurrence of the proceedings, note on matters submitted to the members, pose questions, make comments and vote.      Section 3. Notice. Written notice of all meetings shall be provided under this section or as otherwise required by law. The Notice shall state the place, date, and hour of meeting, and if for a special meeting, the purpose of the meeting. Such notice shall be mailed, emailed, or texted to all directors of record at the address shown on the corporate books, at least 4 days prior to the meeting. Such notice shall be deemed effective when records are maintained to show sent out.     Section 4. Quorum. A sample majority of the Board of Directors shall constitute a quorum at a meeting. In the absence of a quorum, a majority of the directors may adjourn the meeting to another time without further notice. If a quorum is represented at an adjourned meeting, any business may be transacted that might have been transacted at the meeting as originally scheduled. The directors present at a meeting represented by a quorum may continue to transact business until adjournment, even if the withdrawal of some directors results in the representation of less than a quorum.     Section 5. Informal Action. Any action required to be taken, or which may be taken, at a meeting, may be taken without a meeting and without prior notice if a consent in writing, setting forth the action so taken, is signed by the directors with respect to the subject matter of the vote.        

ARTICLE 6 - BOARD OF DIRECTORS      Section 1. Duties of Board of Directors. The Board of Directors shall have general authority power to command and manage the affairs and property of the corporation in accordance with the purposes and limitations set forth in the Certificate of Incorporation.  Section 2. The number of Board of Directors. The minimum number of directors constituting the entire Board upon incorporation shall be eleven (11).  The number may be increased by voting action as per these bylaws.  Section 3.  Board of Directors Eligibility. Each Director shall be at least eighteen years of age. To become a member of the Board of Directors, a person shall be nominated by a current Board member or member based on many factors, including diversity of experience, willingness, and ability to devote appropriate time to the duties of a director, and ability to exercise sound judgment.  The Board of Directors candidate must possess the highest personal and professional ethics, integrity, and values.    Section 4. Election of Board of Directors member and Term of Office. The initial members of the Board of Directors shall be asked to serve on the Board of Directors.  There shall be two groups of the members of the Board of Directors: Group A and Group B.  Group A consists of the officers of the Board and the non-officers are in Group B.  Each board member in Group A shall serve a term of 4 years, or until a successor has been elected and qualified. Each member in Group B shall serve a term of 3 years, or until a successor has been elected and qualified.  The officers of the Board shall be elected every four years.  A member of the Board may be elected to any number of consecutive terms.      Section 5.  To Fill an Unexpired Board Member Term.  Any Board member elected to fill an unexpired term (whether resulting from death, resignation, or removal of a Board member or created by an increase in the number of Directors) shall hold office until the next election of Board members  Section 6. Quorum. A majority of directors shall constitute a quorum.     Section 7. Adverse Interest. In the determination of a quorum of the directors, or in voting, the disclosed adverse interest of a director shall not disqualify the director or invalidate his or her vote.     Section 8. Regular Meeting. The Board of Directors shall meet immediately after the election of Group A members for the purpose of electing its new officers, appointing new committee chairpersons, and for transacting such other business as may be deemed appropriate. The Board shall hold regular meetings monthly at a time at a location format selected by the board or held by means of the internet or other electronic communications technology in a manner pursuant to which the members can read or hear the proceedings substantially concurrent with the occurrence of the proceedings, note on matters submitted to the members, pose questions, make comments and vote.  Section 9. Special Meeting.  Special meetings, if any Board of Directors member wants a special meeting should request through the Chairman, Vice-Chairman, or Secretary, by providing three days written notice by electronic medium. Minutes of the meeting shall be sent to the Board of Directors within 3-5 days after the meeting. A special meeting of members is not required to be held at a geographic location if the meeting is held by means of the internet or other electronic communications technology in a manner pursuant to which the members could read or hear the proceedings substantially concurrent with the occurrence of the proceedings, note on matters submitted to the members, pose questions, and make comments.  Section 10. Notice of Meetings and Agenda. Notice of the time and place of each regular or annual meeting of the Board, and to the extent possible. A written agenda stating all matters upon which action is to be taken shall be emailed to each Board member at least three days before the day on which the meeting is to be held. Notice of special meetings to discuss matters requiring prompt action may be sent to each Board member by telephone or email, no less than forty-eight hours before the time at which such meeting is to be held.  Documentation of all meeting notices minutes shall be retained on record.      Section 11. Procedures. The vote of a majority of the members of the Board of Directors presents at a properly called meeting at which a quorum is present shall be the act of the Board of Directors unless the vote of a greater number is required by law or by these by-laws for a particular resolution. A Board member of the organization who is present at a meeting of the Board of Directors at which action on any organization’s matter is taken shall be presumed to have assented to the action taken unless their dissent shall be entered in the minutes of the meeting. The Board shall keep written minutes of its proceedings in its permanent records.     Section 11. Informal Action. Any action required to be taken at a meeting of the Board of Directors, or any action which may be taken at a meeting of the Board of Directors or of a committee of Board members, may be taken without a meeting if a consent in writing setting forth the action so taken, is signed by all the Board members or all the members of the committee of Board members, as the case may be.     Section 12. Removal / Vacancies. Any Member of the Board of Directors, exclusive of the Chairman, may be suspended or removed from office, by a vote of the sample majority of the entire Board being convened if they are found in violation of HCUD By-laws and rules and regulation process at any special meeting of the Board called for that reason.  Any vacancy that occurs on the Board of Directors, whether by death, resignation, removal, or any other cause, may be filled by the remaining directors. A Board member elected to fill a vacancy shall serve the remaining term of his or her predecessor, or until a successor has been elected and qualified.  Section 13.   Resignation.  Any Board member may resign from office at any time by delivering in writing to the Chairman.  The acceptance of the resignation, unless required by its terms, shall not be necessary to make the resignation effective.    Section 14. Committees. To the extent permitted by law, the Board of Directors may appoint from its members a committee or committees, temporary or permanent, and designate the duties, powers, and authorities of such committees.   Section 15. Compensation. No compensation shall be paid to any member of the Board of Directors for their service on the Board of Directors.  Reasonable compensation may only be paid to a non-current member of the Board of Directors for services rendered to the organization assuming that the resignation of that member is documented as part of the records on file.       

ARTICLE 7 -  EXECUTIVE OFFICERS, ADMINISTRATIVE STAFF, EMPLOYEES, AND AGENTS     Section 1. Executive Officers. The Board shall be comprised of Executive Officers (aka, the Executive Committee of the Board).  At a minimum, these officers of the cooperation/organization shall be a Chairman, a Vice-Chairman, a Secretary, an Assistant Secretary, a Treasurer, and a Chaplain. Two or more offices may be held by one person, although the offices of the Secretary and Chairman cannot be held concurrently by the same person. The Chairman may not serve concurrently as a Vice-Chairman.     Section 2. Chairman of the Board of Directors Powers and Duties. The Chairman shall be the chief executive officer and shall preside at all meetings of the Board of Directors and its Executive Committee and shall generally supervise the affairs of the corporation/organization.  He or She shall keep the Board of Directors fully informed.  He or she along with one other Board member has the power specifically required to sign, in the name of the corporation/organization all contracts authorized generally by the Board of Directors and withdrawals from the cooperation/organization bank accounts.  The Chairman and one of the two; the Treasurer or Secretary are authorized to sign contracts and withdrawals (checks).  The Chairman shall also have such other powers to perform such other duties as the Board of Directors may from time to time prescribe.   Section 3.  Vice-Chairman Powers and Duties. The Vice-Chairman in the absence or inability of the Chairman to act, Vice-Chairman, shall perform all the duties and may exercise any powers of the Chairman until another Director is elected as Chairman.  The Vice-Chairman shall also have such other duties as assign by the Chairman.  Section 4. Secretary Powers and Duties. The Secretary shall give notice of all meetings of the Board of Directors and Executive Committee, shall keep an accurate list of the members of the Board of Directors, and shall have the authority to certify any records, or copies of records, as the official records of the organization. The Secretary shall maintain the minutes of the Board of Directors' meetings and all committee meetings and perform all duties incident to the office of Secretary and such other duties as from time to time may be assigned to him or her by the Board.  Section 5. Assistant Secretary Powers and Duties. The Assistant Secretary in the absence or inability of the Secretary to act, Assistant Secretary shall perform all the duties and may exercise any powers of the Secretary until another member of the Board of Directors is elected as secretary.  The Assistant Secretary shall also perform such other duties as assign by the Chairman.  Section 6. Treasurer Powers and Duties. The Treasurer shall be responsible for conducting the financial affairs of the organization as directed and authorized by the Board of Directors and Executive Committee and shall make reports of corporate finances as required, but no less often than at each meeting of the Board of Directors and Executive Committee.  Whenever required by the board, he or she shall at all reasonable times exhibit the books and accounts to any officer or member of the Board of Directors of the corporation/organization and shall perform all duties incident to the office of Treasurer, and other such duties as shall from time to time be assigned to him or her by the Board of Directors.  The Treasurer shall work in tandem with the Board to secure third-party audits of the corporation records as required by law.  Annually, at a meeting of the Board of Directors, the Treasurer shall present a report showing in appropriate detail.   the assets and liability of the corporation/organization as of a twelve-month fiscal period terminating not six months prior to that meeting. The principal changes in assets and liabilities during that period. The revenue or receipts of the corporation/organization, both unrestricted and restricted to a particular purpose, for that fiscal period; and The expenses or disbursements of the corporation/organization, for both general and restricted purposes during a said fiscal period. The report shall be filed with the minutes of a meeting of the Board and may be performed with the assistance of the Secretary of the corporation.  The report to the Board may consist of a verified or certified copy of any report by the corporation/organization to the Internal Revenue Services or the Attorney General of the State of New York which includes the information hereinabove specified.  The Treasurer shall, if required by the Board of Directors, give such security for the faithful performance of his or her duties as the Board of Directors may require.  Section 8. Chaplain Powers and Duties. The Chaplain will lead devotion of all meetings, encourage ethical conduct, meet the spiritual needs of the organization, and perform all duties incident to the office of Chaplain and such other duties as from time to time may be assigned to him or her by the Board.  Section 9. Election and Term of Office of the Board of Directors officers. The Board of Directors officers shall be elected every four years by the members of the Board of Directors at the first meeting of the Board of Directors, immediately following the election of Group A Board Members.  Each officer shall serve a four-year term or until a successor has been elected and qualified.     Section 10. Removal or Vacancy. The Board of Directors shall have the power to remove an officer or agent of the organization. Any vacancy that occurs for any reason may be filled by the Board of Directors.   Section 11.  Administrative Staff, Employees, and Other Agents.  The Board of Directors may elect or appoint the Administrative Staff to serve at the pleasure of the Board who shall oversee the operations and administration of the business and affairs of the corporation/organization on a day-to-day basis.  The Administrative Staff shall be comprised of Executive Director, Executive Assistant, Director of Development and Projects, Director of Community & Government Affairs, Director of Finance, Comptroller, and Advisor.  The duties and responsibilities of the administrative staff, employees, and other agents shall be specified in the administrative handbook. The Board of Directors shall determine and approve reasonable compensation for the administrative staff, employees, and other agents.    Section 12. Executive Director. The Executive Director is the head of the Administrative Staff and employees and carries out the policies established by the Board of Directors, who shall be responsible to the Board of Directors and the officers in the performance of his or her duties and shall perform such duties and have such other responsibilities as the Board of Directors may from time to time prescribe.  With the consent of the Board of Directors, the Executive Director shall hire employees to carry out the operations of the corporation/organization.  Executive Director is a non-voting member of the Board of Directors.   

ARTICLE 8 - BANK ACCOUNTS AND FINANCIAL STATEMENTS       Section 1. Checks, Notes.  The Board of Directors is authorized to select the banks or depositories it deems proper for the funds of the corporation.  The Board of Directors shall determine who shall be authorized from time to time on the corporation’s behalf to sign checks, drafts, or other orders for the payment of money, acceptance, notes, or other pieces of evidence of indebtedness, enter into contracts, or to execute and deliver other documents and instruments if not covered by Bylaws.  Section 2.  Investment. To the extent allowable under non-profit law of the State of New York and consistent with the procedures established by the Internal Revenue services, the funds of the corporation/organization may be retained in whole or in part in cash or be invested and reinvested from time to time in such property or otherwise allowable option including endowment funds, stocks, hands, or other securities, as the Board of Directors may deem desirable.     

ARTICLE 9 - OFFICE AND BOOKS (RECORDS)  Section 1. Office. The office of the corporation shall be located at such place as the Board of Directors may from time to time determine.  Section 2.  Books (Records). There shall be kept at the office of the corporation accurate books (records) of account of the activities and transactions of the corporation, including a minute book, which shall contain a copy of the certificate of incorporation, a copy of these by-laws, and minute of all meetings of the Record of Directors.  

ARTICLE 10 - FISCAL YEAR   Fiscal Year. The fiscal year of the Corporation/organization shall be the same as the calendar year, beginning on January 1st, and ending on December 31st.

ARTICLE 11- COLORS, SYMBOL, MOTTO, MISSION STATEMENT, AND LOGO   Section 1.  The Corporation/organization’s official colors shall be green, red, and white; whereas the green represents development (growth), and the red represents unity (love), and the white represents transparency (trust).    Section 2.  The symbol is a coffee tree symbolizing the growth, strength, and stability of the Corporation/Organization.   Section 3.  The Motto of the Corporation shall be “Education, Empowerment & Development.  Section 4.  The Mission Statement of the Corporation shall be:  Working together with other non-profit organizations to enhance the quality of life of the residents of Harrisburg by increasing knowledge through educational programs and employment through providing technical job training.    

ARTICLE 12 - AMENDMENT TO BYLAWS      The Bylaws may be amended, altered, or repealed by the Board of Directors by a majority of a quorum vote at any regular or special meeting. The members of the Board of Directors must introduce a Board Resolution in which prospective amendments to these bylaws will be introduced and reviewed. The text of the proposed change shall be distributed to all board members at least three (3) days before the meeting.        

ARTICLE 13 - INDEMNIFICATION  Any member of the Board of Directors is indemnified and held harmless by the organization to the fullest extent authorized by law as it now exists or may subsequently be amended (but, in the case of any such amendment, only to the extent that such amendment permits the organization to provide broader indemnification rights).

ARTICLE 14 - DISSOLUTION     The Corporation/Organization may be dissolved only with the authorization of its Board of Directors given at a special meeting called for that purpose, and with the subsequent approval by no less than two-thirds (2/3) vote of the members. In the event of the dissolution of the organization, the assets shall be applied and distributed as follows:     All liabilities and obligations shall be paid, satisfied, and discharged, or adequate provision shall be made, therefore. Assets not held upon a condition requiring return, transfer, or conveyance to any other organization or individual shall be distributed, transferred, or conveyed, in trust or otherwise, to a charitable and educational organization, organized under Section 501(c)(3) of the Internal Revenue Code of 1986, as amended, of a similar or like nature to this organization, as determined by the Board of Directors. 

Accepted and Adopted: July 18, 2021