BYLAWS FOR JOURNAL TO SAVE YOUR LIFE, a TEXAS NONPROFIT CORPORATION
ARTICLE I — These bylaws constitute the code of rules adopted by Journal To Save Your Life for the regulation and management of its affairs.
ARTICLE II — NAME AND PURPOSE
Section 1 — Name: The name of the organization shall be Journal To Save Your Life. It shall be a nonprofit organization incorporated under the laws of the State of Texas.
Section 2 — Purpose: Journal To Save Your Life is organized exclusively for charitable, scientific and education purposes.
The purpose of Journal To Save Your Life (the Corporation) is:
- to support and conduct non-partisan research, education, and informational activities to increase public awareness of the need for mental health services for adolescents;
- to support and conduct non-partisan research, education, and informational activities to increase public awareness of the efficacy of innovative, online mental health services for adolescents;
- to combat the current and ever pressing dearth of mental health services;
- to combat mental health issues within adolescents;
- to, through related activities, seek to engage in community projects for the benefit adolescents; and
- to provide free, supportive, nonreligious, decidedly secure, online mental health services for adolescents designed and maintained by industry professionals.
The Corporation shall be and is a non-profit corporation under the laws of the State of Texas. The focused service area of the Corporation is the United States, which consists of the USA’s 50 States. Note: Given the fact that the Corporation’s services are exclusively online, by definition anyone in the world can access the Corporation’s services.
ARTICLE III — MEMBERSHIP
Section 1 — Membership: Membership shall consist of the board of directors.
ARTICLE IV — BOARD OF DIRECTORS
Section 1 — Powers: The Board of Directors (Directors) of this Corporation is vested with the management of the business and affairs of this Corporation, subject to the Texas Business Organizations Code, the Certificate of Formation, and these bylaws.
Section 2 — Qualifications: Directorships shall not be denied to any person on the basis of race, creed, sex, religion, or national origin. Employees of the Corporation are ineligible to serve on the Board of Directors.
Section 3 — Board role and size: The board is responsible for overall policy and direction of the association, and delegates responsibility of day-to-day operations to the staff and committees. The board shall have up to 21, but not fewer than 3 members. Upon majority resolution of the Board of Directors, the number of Directors may be increased or decreased from time to time, but in no event shall a decrease have the effect of shortening the term of an incumbent Director, or decreasing the total number of Directors to less than three Directors. Until the first meeting for electing the Directors occurs, the initial Board of Directors shall consist of the persons listed in the Certificate of Formation as constituting the initial Board.
Section 4 — Board of Directors compensation: The board receives no compensation other than reasonable expenses; directors shall not receive any salaries or other compensation for their services, but, by resolution of the Board of Directors, may be reimbursed for any actual expenses incurred in the performance of their duties for the Corporation, as long as a majority of disinterested Board of Directors approves the reimbursement. The Corporation shall not loan money or property to, or guarantee the obligation of, any Director.
Section 5 — Term limits: Directors can serve up to two four year terms for a total of eight years. Directors can be reelected after four years leave at the discretion of the acting board of directors.
Section 6 — Board elections: During the last quarter of each fiscal year of the corporation, the board of directors shall elect Directors to replace those whose terms will expire at the end of the fiscal year. This election shall take place during a regular meeting of the directors, called in accordance with the provisions of these bylaws.
Section 7 — Election procedures: New directors shall be elected by a majority of directors present at such a meeting, provided there is a quorum present. Directors so elected shall serve a term beginning on the first day of the next fiscal year.
Section 8 — Quorum: A quorum must be attended by at least forty percent of board members for business transactions to take place and motions to pass.
Section 9 — Vacancies: Vacancies shall be filled by majority vote of the remaining members of the Board of Directors, though less than a quorum, and the Director filling the vacancy shall serve for the remainder of the term of the directorship that was vacated. Vacancies shall be filled as soon as practical. Any Director may make nominations to fill vacant directorships.
When a vacancy on the board exists mid-term, the secretary must receive nominations for new members from present board members two weeks in advance of a board meeting. These nominations shall be sent out to board members with the regular board meeting announcement, to be voted upon at the next board meeting. These vacancies will be filled only to the end of the particular board member’s term.
Section 10 — Resignation, termination, and absences: Resignation from the board must be in writing and received by the secretary. A board member shall be terminated from the board due to excess absences, more than two unexcused absences from board meetings in a year. A board member may be removed for other reasons by a three-fourths vote of the remaining directors.
Section 11 — Special meetings: Special meetings of the board shall be called upon the request of the chair, or one-third of the board. Notices of special meetings shall be sent out by the secretary to each board member at least two weeks in advance.
ARTICLE V — CODE OF ETHICS
Section 1 — Code of Ethics: The corporation and its Directors and Employees will comply with the Corporations Code of Ethics, attached as Exhibit A.
ARTICLE V — BOARD MEETINGS
Section 1 — Meetings and notice: The board shall meet at least quarterly, at an agreed upon time and place (including an online video chat meeting). An official board meeting requires that each board member have written notice at least two weeks in advance.
Section 2 — Waiver of Notice
Attendance by a Director at any meeting of the Board of Directors for which the Director did not receive the required notice will constitute a waiver of notice of such meeting unless the Director objects at the beginning of the meeting to the transaction of business on the grounds that the meeting was not lawfully called or convened.
Section 3 — Quorum
A majority of the incumbent Directors (not counting vacancies) shall constitute a quorum for the purposes of convening a meeting or conducting business. At Board meetings where a quorum is present, a majority vote of the Directors attending shall constitute an act of the Board unless a greater number is required by the Certificate of Formation or by any provision of these bylaws.
Section 4 — Actions without a Meeting
Any action required or permitted to be taken by the Board of Directors under the Texas Non-Profit Corporation Act, the Certificate of Formation, and these bylaws may be taken without a meeting, if [enter either all@ or a majority of] Directors individually and collectively consent in writing, setting forth the action to be taken. Such written consent shall have the same force and effect as a unanimous vote of the Board.
Section 5 — Open Meetings
Meetings shall be open to the general public, except when personnel, real estate, or litigation matters are being discussed.
Section 6 — Proxy Voting Prohibited
Proxy voting is not permitted.
ARTICLE V — OFFICERS AND DUTIES
Section 1 — Roster of Officers and Duties: The Corporation shall have a President, Secretary, and Treasurer. The Corporation may have, at the discretion of the Board of Directors, such other officers as may be appointed by the Directors. One person may hold two or more offices, except those serving as President or Secretary.
Summarized officer duties:
The president shall convene regularly scheduled board meetings, shall preside or arrange for other members of the Executive Committee to preside at each meeting in the following order: secretary, treasurer.
The secretary shall be responsible for keeping records of board actions, including overseeing the taking of minutes at all board meetings, sending out meeting announcements, distributing copies of minutes and the agenda to each board member, and assuring that corporate records are maintained.
The treasurer shall make a report at each board meeting. The treasurer shall chair the finance committee, assist in the preparation of the budget, help develop fundraising plans, and make financial information available to board members and the public.
Expanded officer duties:
- The President will supervise and control the affairs of the Corporation and shall exercise such supervisory powers as may be given her by the Board of Directors.
- The President will perform all duties incident to such office and such other duties as may be provided in these bylaws or as may be prescribed from time to time by the Board of Directors. The President shall preside at all board meetings and shall exercise parliamentary control in accordance with Roberts Rules of Order.
- The President shall serve as an ex-officio member of all standing committees, unless otherwise provided by the Board of Directors or these bylaws.
- The President shall, with the advice of the Board of Directors and in accordance with the requirements of these bylaws, set the agenda for each meeting of the Board of Directors.
- The Secretary will perform all duties incident to the office of Secretary and such other duties as may be required by law, by the Certificate of Formation, or by these bylaws.
- The Secretary shall attest to and keep the bylaws and other legal records of the Corporation, or copies thereof, at the principal office of the Corporation.
- The Secretary shall take or ensure that someone takes minutes of all meetings of the committees and Board of Directors, and shall keep copies of all minutes at the principal office of the Corporation.
- The Secretary shall keep a record of the names and addresses of the Directors at the principal office of the Corporation.
- The Secretary shall, with the approval of the Board of Directors, set up procedures for any elections held by the Corporation. The Secretary shall keep a record of all votes cast in such elections.
- The Secretary shall ensure that all records of the Corporation, minutes of all official meetings, and records of all votes, are made available for inspection by any member of the Board of Directors at the principal office of the Corporation during regular business hours.
- The Secretary shall see that all notices are duly given in accordance with these bylaws or as required by law.
- The Secretary shall see that all books, reports, statements, certificates, and other documents and records of the Corporation are properly kept and filed.
- In the case of the absence or disability of the Secretary, or the Secretary’s refusal or neglect to fulfill the duties of Secretary, the Vice President shall perform the functions of the Secretary.
- The Treasurer will have charge and custody of all funds of the Corporation, will oversee and supervise the financial business of the Corporation, will render reports and accountings to the Directors as required by the Board of Directors, and will perform in general all duties incident to the office of Treasurer and such other duties as may be required by law, by the Certificate of Formation, or by these bylaws, or which may be assigned from time to time by the Board of Directors.
- The Treasurer shall give to the Corporation a bond with one or more sureties for the faithful performance of the duties of the office and for the restoration to the Corporation–in the case of his or her death, resignation, retirement, or removal from office–all books, papers, vouchers, money, and other property of whatever kind in his or her possession or under his control belonging to the Corporation. The amount of the bond shall be determined by the Board of Directors.
- The Treasurer and the staff of the Corporation shall devise a plan providing for the acceptance and disbursement of all funds of the Corporation which shall be approved by the Board of Directors.
- The Treasurer, with the approval of the Board of Directors, shall set up all checking, savings, and investment accounts of the Corporation and deposit all such funds in the name of the Corporation in such accounts.
- The Treasurer’s signature shall be the authorized signature for all checking, savings, and investment accounts of the Corporation unless the Treasurer, with the approval of the Board of Directors, designates another member of the Board of Directors or employee of the Corporation as the authorized signatory for a particular type of disbursement.
- The Treasurer shall prepare a monthly report for the Board of Directors, providing an accounting of all transactions and of the financial conditions of the Corporation.
- The Treasurer shall keep all financing records, books, and annual reports of the financial activities of the Corporation at the principal office of the Corporation and make them available at the request of any Director or member of the public during regular business hours for inspection and copying.
Section 1 — Election and Removal of Officers: All officers shall serve one-year terms. The election shall be conducted at the Board of Directors’ first meeting of the fiscal year and following the election of the new Board of Directors filling expired terms, or as soon as practical thereafter. Officers shall remain in office until their successors have been selected. Officers may serve consecutive terms without limit. The election of officers shall be by majority vote of the Board of Directors attending the meeting.
Section 1 — Vacancies: If a vacancy occurs during the term of office for any elected officer, the Board of Directors shall elect a new officer to fill the remainder of the term as soon as practical, by majority vote of Directors present.
ARTICLE V — COMMITTEES
Section 1 — Committee formation: The board may create committees as needed, such as fundraising, public relations, data collection, research, etc. The board Chair appoints all committee chairs.
Section 2 — Executive Committee: The three officers serve as the members of the Executive Committee. Except for the power to amend the articles of incorporation and bylaws, the Executive Committee shall have all the powers and authority of the board of directors in the intervals between meetings of the board of directors, and is subject to the direction and control of the full board.
Section 3 — Finance Committee: The treasurer is the chair of the Finance Committee, which includes three other board members. The Finance Committee is responsible for developing and reviewing fiscal procedures, fundraising plan, and annual budget with staff and other board members. The board must approve the budget and all expenditures must be within budget. Any major change in the budget must be approved by the board or the Executive Committee. The fiscal year shall be the calendar year. Annual reports are required to be submitted to the board showing income, expenditures, and pending income. The financial records of the organization are public information and shall be made available to board members and the public.
Section 4 — Additional Committees: The Board of Directors may from time to time designate and appoint additional standing or temporary committees by majority vote of the Board of Directors. Such committees shall have and exercise such prescribed authority as is designated by the Board of Directors. The Directors may authorize these committees to exercise any powers, responsibilities, and duties consistent with the Certificate of Formation and these bylaws.
ARTICLE VI — RULES OF PROCEDURE
The proceedings and business of the Board of Directors shall be governed by Robert’s Rules of Parliamentary Procedure unless otherwise provided herein.
ARTICLE VI — DIRECTOR AND STAFF
Section 1 — Executive Director: The Board of Directors may, upon resolution, appoint an Executive Director to serve at the board’s discretion and to carry out whatever tasks the board from time to time resolves. The Executive Director shall be paid an annual salary set by the Board of Directors. The executive director has day-to-day responsibilities for the organization, including carrying out the organization’s goals and policies. The executive director reports on the progress of the organization, answer questions of the board members and carry out the duties described in the job description. The board can designate other duties as necessary. Subject to such supervisory powers as are vested in the Board of Directors, the Executive Director shall supervise, direct, and control the business of the Corporation and actively manage its business, and shall have such other powers and duties as may be prescribed by the Board of Directors or by these bylaws.
The Executive Director may engage in negotiations involving commitments of the resources of the Corporation or the acceptance of money or resources by the Corporation in furtherance of the purposes of the Corporation as set out in the Articles of Incorporation and these bylaws. The Executive Director shall generally be expected to attend all meetings of the Board of Directors and meetings of the general membership.
ARTICLE VII — AMENDMENTS
Section 1 — Amendments: These bylaws may be amended when necessary by two-thirds majority of the board of directors. Proposed amendments must be submitted to the secretary to be sent out with regular board announcements.
ARTICLE XII — OPERATIONS
Section 1 — Execution of Documents
Unless specifically authorized by the Board of Directors or as otherwise required by law, all final contracts, deeds, conveyances, leases, promissory notes, or legal written instruments executed in the name of and on behalf of the Corporation shall be signed and executed by the Executive Director and the President (or such other person designated by the Board of Directors), pursuant to the general authorization of the Board.
Section 1 — Disbursement of Funds
Financial Transactions which have a value of $100.00 or more shall require majority approval of the Board of Directors or Executive Committee if a majority of the Board of Directors is not immediately available to vote on the transaction. In all other transactions, the Executive Director may dispense with the funds of the Corporation in accordance with the annual budget approved by the Board of Directors and the purposes of the Corporation as set out in the Certificate of Formation and these bylaws. Notwithstanding the above, all checks of more than $100.00 disbursing funds from any of the Corporation’s accounts shall require the signatures of at least two of the following: the Executive Director, President, Vice President, Secretary, or Treasurer.
Section 1 — Records
The Corporation will keep correct and complete records of account and will also keep minutes of the proceedings of the Board meetings and Committees. The Corporation will keep at its principal place of business the original or a copy of its bylaws, including amendments to date certified by the Secretary of the Corporation.
Section 1 — Inspection of Books and Records
All books and records of this Corporation may be inspected by any Director for any purpose at any reasonable time on written demand.
Section 1 — Loans to Management
The Corporation will make no loans to any of its Directors or Officers.
Section 1 — Amendments
The Board of Directors may adopt amendments to the Certificate of Formation by a vote of two-thirds of Directors present at a meeting where a quorum is present. The bylaws may be amended at any time by a vote of the majority of Directors at a meeting where a quorum is present.
Section 1 — Fiscal Year
The fiscal year for the Corporation will be February 1st to January 31st.
I hereby certify that these bylaws were adopted by the Board of Directors of Journal To Save Your Life at its meeting held on May 28th 2012.
Secretary of Journal To Save Your Life