By-Laws
AMENDED BYLAWS OF
IDAHO CHAPLAINS CORPS, INC.
A NONPROFIT CORPORATION
COMES NOW the Board of Trustees a/k/a Board of Directors of Idaho Chaplains Corps, Inc., a nonprofit corporation, and does hereby amend the previously adopted bylaws, as follows:
The name of the organization shall be Idaho Chaplains Corps, Inc.
The purpose of the Idaho Chaplains Corps, Inc. is to share the message of the gospel of Jesus Christ, as contained in the STATEMENT OF FAITH which is attached hereto, with the inmates and those involved with the criminal justice system in Idaho.
The Board of Trustees shall be the only members of this corporation.
ARTICLE III - THE BOARD OF TRUSTEES
Section 1: POWERS AND DUTIES. All corporate powers of Idaho Chaplains Corps, Inc., a nonprofit corporation, shall be exercised by or under the authority of the Board of Trustees.
Section 2: NUMBER OF TRUSTEES. The number of Trustees shall be at least five (5) but shall not exceed fifteen (15) individuals, all of whom shall be elected.
Section 3: MANNER OF SELECTION AND TERM. Trustees shall be elected by a majority vote of the current Trustees. Trustees shall serve until they resign, die, or are removed by a majority vote of the Board of Trustees.
A. The Chairman of the Board of Trustees shall be elected each year at the Annual Meeting by a majority vote of the Trustees then in office.
Section 4: VACANCIES. Except as otherwise stated in these Bylaws, any vacancy occurring among the elected members of the Board of Trustees shall be filed by a majority vote of the Trustees then in office.
Section 5: QUORUM. A majority of the board of Trustees shall constitute a quorum for the transaction of business at any meeting of the Board. A meeting at which a quorum is initially present may continue to transact business notwithstanding the withdrawal of Trustees, if any action taken is approved by at least a majority of the required quorum for such meeting . Trustees may vote by proxy. The Chairman of the Board of Trustees shall not be entitled to vote unless there is a deadlock in which case the Chairman shall cast the deciding vote.
Section 6: COMPENSATION. No Trustee shall receive, directly or indirectly, any compensation for his or her services as Trustee. The Board may authorize reimbursement of reasonable expenses incurred by Board members in connection with attendance at Board meetings.
Section 1: NUMBER AND QUALIFICATIONS. The officers of Idaho Chaplains Corps, Inc. shall consist of an Executive Director, a Secretary, a Treasurer, and such other officers as the Board of Trustees may from time to time appoint.
Section 2: ELECTION AND TERM OF OFFICE. The officers of Idaho Chaplains Corps, Inc., shall be appointed by the Board of Trustees. Vacancies may be filled at any meeting of the Board of Trustees . Each officer shall hold office until they resign, die, or are removed by the Board of Trustees.
Section 3: CHAIRMAN OF THE BOARD. The Chairman shall have general supervision authority of the affairs of Idaho Chaplains Corps, Inc. He shall preside at all meetings of the Board of Trustees, and shall have such other duties as may be prescribed by the Board.
Section 4: EXECUTIVE DIRECTOR. Subject to control of the Board of Trustees, the Executive Director, shall direct all activities of the Idaho Chaplains Corps, Inc.
Section 5: SECRETARY. The Secretary shall act as Secretary of all the meetings of the Board of Trustees and of the Executive Committee, and shall be responsible for the minutes of all such meetings. The Secretary shall perform such additional duties as shall be assigned by the Board.
Section 6: TREASURER. The Treasurer shall be responsible for the accounting for all monies of Idaho Chaplains Corps, Inc., including depositing and/or investing them in accordance with policy adopted by the Board. The Treasurer shall have such additional powers and duties as may be assigned by the Board.
Section 1: COMMITTEES. The Board of Trustees may create one or more committees and appoint members of the board to serve on them. Committees shall serve at the pleasure of the Board under such rules and regulations as the Board may approve.
Section 2: EXECUTIVE COMMITTEE. There shall be an Executive Committee composed of the officers of Idaho Chaplains Corps, Inc. and the Chairman of the Board of Trustees. The Executive Committee shall meet at the call of the Executive Director or any two officers to conduct the affairs of Idaho Chaplains Corps, Inc, between meetings of the Board. All action taken by the Executive Committee shall be subject to ratification by the Board.
Section 1: ANNUAL MEETING. The Annual Meeting of the Board of Trustees shall be held in the Fall at such date, time and place as the Board of Trustees shall determine.
Section 2: REGULAR MEETINGS. In addition to the Annual Meeting, regular meetings may be held at least quarterly and shall be called by the Chairman or any two trustees.
Section 3: NOTICE OF MEETINGS.
A. Notice of the Annual Meeting shall be given to the Trustee not more than thirty (30) days nor less then ten (10) days before the meeting.
B. Notice of regular meetings shall be given to all the Trustees a minimum of four days prior to the meeting if delivered by first class mail or a minimum of forty-eight (48) hours prior to the meeting if notice is delivered personally or by telephone.
C. Waiver of Notice: The notice requirements contained in these Bylaws may be waived in writing by any Trustee. All waivers shall be made part of the minutes of the meeting.
D. Action in Lieu of a Meeting: Any Board action required or permitted to be taken by the Board may be taken without a meeting, if all members of the Board shall consent to such action in writing. Such written consent shall be made a part of the minutes of the proceedings. Such action by written consent shall have the same force and effect as the unanimous vote of the Trustees.
ARTICLE VII - CONTRACTS, LOANS, CHECKS, AND DEPOSITS
Section 1: Contracts. The Board of Trustees may authorize any officer or officers to enter into any contract or execute and deliver any instrument in the name of and on behalf of the corporation, and such authority may be general or confined to specific instances.
Section 2: Loans. No loans shall be contracted on behalf of the corporation and no evidences of indebtedness shall be issued in its name unless authorized by a resolution of the Board of Trustees. Such authority may be general or confined to specific instances.
Section 3: Checks, Drafts, Etc. All checks, drafts , or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the corporation, shall be signed by such officer or officers of the corporation and in such manner as shall from time to time be determined by a resolution of the Board of Trustees.
Section 4: 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 depositories as directed by the Board of Trustees.
ARTICLE VIII - NON-LIABILITY OF OFFICERS, TRUSTEES, AND STAFF
Section 1: Exculpation. Each trustee or officer or staff worker shall be free from all personal liability for any acts done in connection with any endeavor otherwise' on behalf of the corporation or for any losses incurred or sustained by the corporation unless the same have occurred through his or her willful misconduct, willful neglect or willful negligence.
Section 2: Indemnification. Every trustee or officer or staff worker shall be indemnified by the corporation against all reasonable costs, expenses and liabilities (including attorney's fees) actually and necessarily incurred by or imposed upon him or her in connection with or resulting from any claim, action, suit, proceeding, investigation or inquiry of whatever nature in which he or she may be involved as a party or otherwise by reason of his or her being or having been a trustee or officer or staff worker of the corporation at the time of the incurring or imposition of such costs, expenses or liabilities, except in relation to matters as to which he or she shall be finally adjudged in such action, suit, proceeding, investigation or inquiry to be liable for willful misconduct, willful neglect or willful negligence toward the corporation in the performance of his or her duties as such director or officer or staff worker. In the absence of such final adjudication of the existence of such liability, the Board of Trustees and each trustee and officer may conclusively rely upon an opinion of legal counsel selected by or in the manner assigned by the Board of Trustees . The foregoing right to indemnification shall be in addition to and not in limitation of all other rights to which such person may be entitled as a matter of law, and shall inure to the benefit of the legal representatives of such person.
Section 3: Liability Insurance. The corporation may, at its discretion, purchase and keep in force sufficient liability insurance to cover the reasonably anticipated claims which may be made against the corporation or its officers or trustees or staff workers in connection with the activities of the corporation. The premiums for such insurance shall be paid by the corporation. The insurance carrier shall expressly consent to waiver of subrogation rights against all officers, directors, and staff workers except as to any willful misconduct, willful neglect or willful negligence.
Section 1. FISCAL YEAR: The fiscal year shall begin January 1, and shall end December 31.
Section 2. RULES: Robert's Rules of Order (in its most recent edition at the date of its use) shall be the parliamentary authority for all matters of procedure not specifically covered by these Bylaws or by other specific rules of procedure adopted by the Trustees of IDAHO CHAPLAINS CORPS, INC.
Section 3: REPORT TO TRUSTEES. The Chairman shall furnish a written report annually to all Trustees of IDAHO CHAPLAINS CORPS, INC.
Section 4: AMENDMENTS. These Bylaws may be amended by the affirmative vote of majority of the Trustees present and voting at any meeting at which a quorum is present. No action shall be taken to amend any Bylaw unless written notice of the proposed amendment(s) shall have been given at least ten (10) days prior to the meeting if delivered by first class mail or a minimum of forty-eight (48) hours prior to the meeting if the notice is delivered personally.
ARTICLE X. CHAPLAINS, VOLUNTEERS AND REPRESENTATIVES
The Board of Trustees or its designated representative has the sole authority to certify chaplains and volunteers to serve at the pleasure of the Board. No one will be considered an Idaho Chaplains Corps chaplain, volunteer or representative unless designated by the Board or its representative.
The foregoing Bylaws were duly adopted by a unanimous vote at a meeting, of the Board of Trustees of IDAHO CHAPLAINS CORPS, INC. on the 14th day of November, 1998
Chairman, IDAHO CHAPLAINS CORPS, INC.