BOD By-Laws
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LAKES AREA HABITAT FOR HUMANITY BY-LAWS
Lakes Area Habitat for Humanity, Incorporated, shall seek to sponsor specific projects in habitat development, including modest but adequate housing and to associate with other groups functioning with purposes consistent with those listed below:
To witness to the Gospel of Jesus Christ by working in cooperation with God’s people in need to create a better habitat in which to live;
To work in cooperation with other agencies and groups which have a similar purpose;
To enable an expanding number of persons from differing walks of life to participate in this ministry.
ARTICLE I – VOLUNTEERS
Section 1 – Composition: The organization is composed of anyone wishing to volunteer to serve within the Geographical Service Area. Input is welcome from any volunteer at any time.
Section 2 – Duties: It shall be the duty of each volunteer to promote and work toward the accomplishment of the purposes of the corporation and to contribute to it in all ways possible.
Section 3 – Rights: Volunteers shall have the right to place nominations with the Nominating Committee of the Board of Directors.
ARTICLE II – BOARD OF DIRECTORS
Section 1 – Composition: The affairs of the Corporation shall be controlled and administered by the elected Board of Directors which shall be composed of not less than one (1) representative from each geographic area of the affiliate and no more than a total of 14 Board members. At the October Board Meeting-one class of Directors shall be elected for a term of three (3) years to succeed the class of Directors whose terms then expire. The Directors terms will be staggered so that as close as possible to 1/3 of Directors’ terms expire each year.
Section 2 – Nominating Committee: A nominating committee shall be appointed by the Board of Directors a minimum of two months preceding the October Board meeting. The committee shall present a slate of nominees to be voted on by the Board at the October Board meeting. Board members can be presented during the year when vacancies exist.
Section 3 – Nomination Procedures: Anyone may offer nominations for the Board of Directors to the Nominating Committee. Nominations must be submitted in writing no later than two (2) weeks prior to the October Board Meeting each year or during the year when vacancies exist.
Section 4 – Elections: The slate of nominees shall first be offered for approval at the October Board Meeting. Each nominee on such slate will be presented individually and will be elected if receiving a majority of affirmative votes cast by those present. Nominations may then be taken from the floor to fill any remaining vacancies.
Section 5 – Term of Office: Directors shall not serve more than two (2) consecutive full terms or no more than eight (8) years if a partial term was served or if term limits are reached as Chair so that service may be given as Past Chair. A Director may resign at any time or may be removed with or without cause by a two-thirds (2/3) vote of the entire Board of Directors. Upon the death, removal, resignation or incapacity of any member of the Board of Directors, a majority vote of the remaining Directors may fill the vacancy. The replacement of Directors shall serve the remainder of the term being filled. Elections will be held after all action items are completed.
Section 6 – Meetings: The Directors shall meet at least quarterly at a place, time and date which shall be fixed by the officers and hold such other meetings as may be necessary upon the call of the chair or any two (2) Directors.
Section 7 – Quorum: A quorum for the transaction of business at any regular or special meeting of the Board of Directors shall consist of one-half (1/2) of the members of the Board and a majority of such quorum shall decide any question that may properly come before the meeting. Conference calls to achieve a quorum are acceptable.
Section 8 – Compensation: The Directors shall serve without compensation.
Section 9 – Additional Offices and Personnel: In addition to the officers provided hereafter, the Board of Directors may create other offices and employ such personnel as, in its discretion, it deems necessary to accomplish the purposes for which the Corporation was created and to authorize the payment of such salaries and expenses as it deems necessary to the personnel and agents effectuating said Corporation purposes.
Section 10 – Committee Appointment: The Board of Directors may appoint each of its members to serve on one of the standing committees and may appoint such other committees as it may deem advisable to assist it in the discharge of its duties.
ARTICLE III – OFFICERS
Section 1 – Designation: The officers of the corporation shall consist of a Chair; Vice Chair; Secretary, Treasurer, Past Chair and such officers as may be elected by the Directors.
Section 2 – Election and Term of Office: The members of the Board of Directors shall elect the officers from among themselves annually at the November Board meeting. Officers may be elected to no more than two (2) consecutive one (1) year terms of that office. Officers shall hold office until a successor shall have been duly elected.
Section 3 – Removal: Any officer, elected or appointed by the board of Directors, may be removed with or without cause by a two-thirds (2/3) vote of the entire Board of Directors.
Section 4 – Vacancies: A vacancy in any office shall be filled by the Board of Directors for any unexpired term.
Section 5 – Chair: The Chair shall preside at all meetings of the Directors and shall have the general supervision over the affairs of the Corporation and over the other officers.
Section 6 – Vice-Chair: The Vice-Chair shall, in the absence of the Chair, perform the duties of that office and shall perform such additional duties as may be assigned by the Board of Directors.
Section 7 – Secretary: The Secretary shall be the taker of the minutes of the Corporation, be responsible for the accurate keeping of the minutes of the meeting of the Directors, and give notices as required in these bylaws to the Board of Directors.
Section 8 – Treasurer: The Treasurer shall serve on the Finance Committee and be the liaison between the Finance Committee and the Board of Directors.
Section 9 - Attendance: All Board members are expected to attend regular Board meetings. Three “unexcused” absences in one year shall be considered as grounds for potential dismissal from the Board which will be determined by the Board Chair and will include a visit from the Board Chair.
Section 10 – The Past Chair shall, in the absence of the Chair and Vice Chair, perform the duties of those offices and shall serve as a mentor for the Chair.
ARTICLE IV – STANDING COMMITTEES
The following are examples of committees that the Board may at its discretion form and appoint members to serve:
Section 1 – Executive Committee: The Executive Committee shall be composed of the Chair, Vice-Chair, Secretary, Treasurer and Immediate Past-Chair and shall meet as needed between regular Board meetings to act on matters that need immediate attention. The Board can appoint and authorize the Executive Committee to act on issues as defined by the Board. A minimum of two Executive Committee members must be present for decisions to be made. Actions taken by the Executive Committee shall be ratified by the Board of Directors at its next regular meeting.
Section 2 – Finance Committee: The Finance Committee shall have general oversight of financial matters including the budget, financial policies and make recommendations to the Board regarding financial policies.
Section 3 – Publicity Committee: The Publicity Committee shall oversee all public relations activities.
Section 4 – Family Selection: The Family Selection Committee shall locate potential Habitat house recipients, tell them about Habitat, accept and evaluate applications for Habitat houses and make recommendations to the Board regarding which families to choose. This committee shall create the procedures for accepting applications and for selecting partner families. These procedures shall be approved by the Board of Directors and shall be reviewed annually.
Section 5 – Family Support/Nurture: The Family Support/Nurture Committee shall appoint liaisons to work with the families who have been selected to own a Habitat home (Partner Families) and to provide support to the families on matters connected with home ownership and house payments.
Section 6 – Church Relations: The Church Relations Committee shall work with all churches to engage those churches in the program of Habitat for Humanity.
Section 7 – Land Acquisition: The Land Acquisition Committee shall investigate land options and make recommendations on the purchase of or donation possibilities of land options. The committee shall also cultivate relationships with developers and city officials to include affordable housing in all new developments.
Section 8 – Development Committee: The Development Committee shall have oversight of the entire Fund Raising programs of the Corporation. The committee shall develop strategies and plans to ensure adequate resources are raised to meet the Corporation’s annual budget and goals.
Section 9 – Personnel Committee: The Personnel Committee shall have responsibility to review the personnel policies of the Corporation; to ensure the Corporation has clearly written job descriptions for all personnel; to ensure that annual reviews are conducted for all personnel conducted by the Executive Director; to ensure an annual review of the Executive Director is conducted by the Board of Directors; to recommend to the Board of Directors changes to the personnel structure (additions to or subtractions from staff positions); and to ensure all employment laws are adhered to by the Corporation.
ARTICLE V – FUNDS AND HOLDINGS
Section 1 – Funds: The funds of the Corporation shall be deposited in such banks or trust companies as the Board of Directors shall designate. Disbursements under $2,000.00 shall be withdrawn upon the check or order of one (1) officer or Executive Director. All disbursements exceeding $2,000.00 shall be withdrawn only upon the check or order of two (2) officers of the Corporation OR the Executive Director & one officer of the Corporation. The Executive Director shall be restricted from signing payroll checks. The Executive Director shall be allowed to sign all expense re-imbursement checks except for his/her own.
Section 2 – Sale or Transfer: Any sale or transfer of any stock, bond, security or any other property standing in the name of the Corporation shall be valid only if signed by the Corporation acting through any two officers or one (1) officer and the Executive Director. Any transfer signed in this manner shall in all respects bind the Corporation as fully and completely as if each transaction had been authorized by a special vote of the Directors and any person, firm or organization to whom a copy of the Article V shall have been certified by the Secretary shall be entitled to rely thereon until notified of its repeal.
Section 3 – Dissolution: In the event of dissolution, the remaining assets of Lakes Area Habitat for Humanity, Incorporated shall revert to Habitat for Humanity International or its designee
ARTICLE VI – DISASTERS
Section 1- Definition: A disaster is any natural disaster or act of terrorism in the affiliate’s service area.
Section 2 – Disaster Quorum: In the event of a disaster the number for a quorum shall be one-fourth of the members of the Board of Directors and a majority of such quorum shall decide any question that may properly come before the meeting. If this is not possible the Executive Committee can make the decisions, at least two members must meet to make it official. In an emergency it may not be safe to meet in person so in this case a meeting may consist of a telephone call or e-mail sent to the Board of Directors with their response printed out. The actions of these meetings shall be ratified at the next Board meeting.
ARTICLE VII - MISCELLANEOUS
Section 1 – Amendments by the Board of Directors: Amendments, additions or repeal of bylaws shall require the affirmative vote of two-thirds (2/3) of the entire Board of Directors at a duly convened Board meeting, provided that the bylaws at no time shall contain any provision inconsistent with law or the Articles of Incorporation. All Directors must receive two (2) weeks notice of such meeting specifying the changes being considered and the place, time and date of the meeting.
Section 2 – Amendments by the Volunteers: Any five volunteers may set forth a proposed amendment by petition by them subscribed which petition shall be filed with the Secretary of the Corporation. Notice shall be given of the Board meeting stating the purpose including the proposed amendment. Amendment sponsors shall be given an opportunity to present the amendment to the Directors at a regular Board meeting. If notice required by this clause has been given, the proposed amendment may be adopted at any Board meeting by two- thirds (2/3) of votes cast by Board members.
Section 3 – Waiver of Meeting: Whenever notice of any meeting is required to be given by these bylaws or any of the corporate laws of the State of Minnesota, such notice may be waived in writing, signed by the person or persons entitled to such notice, whether before or at the meeting.
Section 4 – Written Action: Any action that may be taken at a meeting of the Board of Directors may be taken without a meeting when authorized in writing signed by two-thirds (2/3) of the entire Board of Directors.
Section 5 – Electronic Voting: Any action completed through electronic communications such as email shall be considered completed action as long as a majority vote is cast to approve such action. Any such electronic actions shall be attached to the official Board Minutes of the next regularly scheduled Board Meeting.
Section 6 – Annual Program Reviews: Each year, the Board shall review the audit and conduct a Strategic Planning Session.
Section 7 - Bylaws and Policies Reviews: The Board shall review the Affiliate Bylaws and Affiliate Policies every other year.
Presented at the 8-18-14 Board Meeting