AMENDED BYLAWS FOR FRIENDS FOR HOPE, INC.

ARTICLE I

These bylaws constitute the code of rules adopted by Friends For Hope, Inc. for the regulation and management of its affairs.

ARTICLE II

Purpose

The Corporation is organized and will be operated exclusively for charitable and educational purposes in regard to sexual assault, child abuse, domestic violence and other crimes or needs within the meaning of section 501 (c) (3) of the Internal Revenue code.

ARTICLE III

Board of Directors

(1) Powers

The Board of Directors ("Directors") of Friends For Hope, Inc. is vested with the management of the business and affairs of this Corporation, subject to the Texas Non-Profit Corporation Act, the Articles of Incorporation, and these bylaws.

(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.  At no time shall more than one-third of the Board of Directors be composed of public officials or public employees.  No governmental body shall have any power to appoint any member of the Board of Directors.  No board member who is a public official or employee shall have the power to appoint any other member of the Board of Directors other than through the individual vote of that board member as a director.

(3) Number of Directors

The Board of Directors will consist of a minimum of 6 and a maximum of 12 Directors.  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 Articles of Incorporation as constituting the initial Board.

(4) Term of Directors

Each director shall serve in such capacity for a term of two years.  At the discretion of the Board a member may continue to serve longer than their original term.  Any vacancy occurring in the Board of Directors shall be filled by the affirmative vote of a majority of the remaining directors at any special or regularly called meeting.

(5) Election of Directors

Elections for Directors filling expired terms shall be held at the last meeting of the fiscal year.  Any directorship to be filled by reason of an increase in the number of Directors shall be filled at the next regular meeting of the Board of Directors or at a special meeting called for that purpose.  When a re-appointment or replacement is made, the re-appointment or replacement shall be considered effective on the date that the prior term expired (i.e., the new term does not begin on the date of the election).  Board members whose terms have expired may continue serving until they are either re-appointed or until their successors are chosen.

(6) Resignation

Any Director may resign at any time by delivering written notice to the Secretary or President of the Board of Directors.  Such resignation shall take effect upon receipt or, if later, at the time specified in the notice.

(7) Removal

Any Director may be removed without cause, at any time, by a majority of the entire Board of Directors, at a Regular or Special Meeting called for that purpose.  Any Director under consideration of removal must first be notified about the consideration by written notice at least five days prior to the meeting at which the vote takes place.

(8) Vacancies

Vacancies shall be filled by majority vote of the remaining members of the Board of Directors 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.

(9) Compensation

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 approve the reimbursement.  The  Corporation shall not loan money or property to, or guarantee the obligation of, any Director.

ARTICLE IV

Committees

(1) Executive Committee

The President, Vice President, Treasurer, and Secretary of the Corporation shall constitute the executive committee.  The executive committee shall have the authority to act on behalf of the Corporation in between Regular Meetings of the Board of Directors.  The Board of Directors must validate the actions of the executive committee at its next Regular or Special Meeting.  Any such action not so validated will not be legally binding on the Corporation.  The President shall act as chairperson of the executive committee.  A majority of the Executive Committee shall constitute a quorum for the transaction of business, and all decisions shall be by majority vote of those present.

(2) 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 Articles of Incorporation and these bylaws.

ARTICLE V

Code of Ethics

The Corporation and its Directors and Employees will comply with the Corporation's Code of Ethics, attached as Exhibit A.

ARTICLE VI

Board Meetings

(1) Place of Board Meetings

Regular and Special Meetings of the Board of Directors will be held at the Friends For Hope office or at any other place that the President may designate.

(2) Regular and Special Meetings

Regular meetings of the Board of Directors shall be held bi-monthly, or more frequently as deemed necessary by the Board of Directors.  Special Meetings may be called by the President or any three Directors.  An orientation meeting will be held each year for the new members of the Board of Directors.

(3) Notice of Board Meetings

Notice of the date, time, and place of Regular Meetings shall be given to each board member by regular mail, telephone (including voicemail), facsimile, or  e-mail no less than 24 hours notice prior to the meeting.  Notice of the date, time and place of special meetings shall be given to each board member using same methods, but with no less than 24 hours notice prior to the meeting, with the exception of special meetings held to amend the Articles of Incorporation or bylaws, for which a 24 hour written notice by mail or facsimile shall be required specifying the proposed amendment.

(4) 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.

(5) 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 Articles of Incorporation or by any provision of these bylaws.

(6) 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 Articles of Incorporation, and these bylaws may be taken without a meeting, if a majority of the 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.

(7) Open Meetings

Meetings shall be open to the general public, except when personnel, real estate, or litigation matters are being discussed.

(8) Proxy Voting Prohibited

Proxy voting is not permitted.

ARTICLE VII

Officers

(1) Roster of Officers

The Corporation shall have a President, Vice 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.

(2) Election and Removal of Officers

All officers shall serve two-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.

(3) 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.

(4) President

"   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 Rule of Order.

"   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.

(5) Vice President

"   The Vice President shall act in place of the President in the event of the President's absence, inability, or refused to act, and shall exercise and discharge such other duties as may be required by the board.

"   The Vice President shall serve as parliamentarian and interpret any ambiguities of the bylaws.

(6) Secretary

"   The Secretary will perform all duties incident to the office of Secretary and such other duties as may be required by law, by the Articles of Incorporation, 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.

(7) Treasurer

"   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 Articles of Incorporation, 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 and deposit all such funds in the name of the Corporation in such accounts.

"   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.

ARTICLE VIII

Members

(1) Rights of Members

Each member of the Corporation shall be entitled to one vote on each matter submitted by the Board of Directors to a vote at a Regular or Special Membership meeting, except to the extent that the voting rights are limited or denied by the Articles of Incorporation.  No member shall be entitled to any dividend or any part of the income of the Corporation or to share in the distribution of the corporate assets upon dissolution.  The Board of Directors has the discretion to decide which, if any, matters shall be submitted to the members for a vote, except that the following decisions will always be submitted to the membership for a vote: dissolution of the corporation, merger or consolidation with another corporation, sale of substantially all the corporation's assets, and most amendments to the corporation's articles of incorporation.

(2) How the Membership can Legally Act

The membership may act only at a properly called meeting of the membership where a quorum is present.  At such a meeting, a vote of a majority of the members in attendance shall be an act of the membership, except that a two-thirds majority of the members in attendance shall be required for the following dissolution of the corporation: merger or consolidation with another corporation, sale of substantially of all the corporation's assets, and most amendments to the corporation's articles of incorporation.  The attendance of a quorum must be present in order to conduct business at either a Regular or Special Membership Meeting.

(3) Regular Membership Meetings

The Membership shall meet at least once a month, at a time designated by the Board of Directors, for the purpose of transacting any business that the Board of Directors may submit to the members.  Regular Membership Meetings shall take place at the Friends For Hope office.

(4) Special Membership Meetings

Special Membership Meetings may be called at any time by the President, by a majority of the Board of Directors, or on written request of 3 members.

(5) Notice of Special Meetings

Notice of Special Membership Meetings shall be given in the exact same manner as notice for the Annual Membership Meeting as provided for above, except that the notice shall contain the purpose for which the meeting is called.

ARTICLE IX

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 X

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.  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 XI

Operations

(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.  All conveyances of land by deed shall be signed by the President or two other members of Executive Committee and must be approved by a resolution of the Board of Directors.

(2) Disbursement of Funds

Financial Transactions which have a value of $1,500.00 or more shall require majority approval of the Board of Directors. If a majority of the Board of Directors is not immediately available to vote on the transaction it may be executed by the Executive Committee.  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 Articles of Incorporation and these bylaws.  Notwithstanding the above, all checks 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.

(3) 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.

(4) 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.

(5) Loans to Management

The Corporation will make no loans to any of its Directors or Officers.

(6) Amendments

The Board of Directors may adopt Articles of Amendment (amending the Articles of Incorporation) 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.

(7) Fiscal Year

The fiscal year for the Corporation will be July 1 thru June 30.

(8) Audit

The Corporation shall have an audit every three years to be completed by a certified public accountant.

CERTIFICATION

I hereby certify that these bylaws were amended and adopted by the Board of Directors of Friends For Hope at its meeting held on June 8, 2011.

___________________________________________

Vicky Fisher, Board President

 
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