SKD

Special Kid's Day, Inc. is a non-profit charitable organization serving children with disabilities.

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Constitution and Bylaws

SPECIAL KID'S DAY, INC.

Constitution & Bylaws

ARTICLE I - NAME, PURPOSE

Section 1:

The name of the organization shall be Special Kid's Day, Inc.

Section 2:

Special Kid's Day, Inc. is organized exclusively for charitable and educational purposes, including, for such purposes, the making of distributions to organizations that qualify as exempt organizations under section 501 (c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code.

ARTICLE II - BOARD OF DIRECTORS - MEMBERSHIP

Section 1:

The Board of Directors (3) shall constitute the initial full members of the organization. The three-member board shall be made up of the two Permanent Directors and the one Annual Director.

Section 2:

Permanent Directors. The Permanent Directors shall be Thomas R. Leuck and Robin E. Leuck, the founders of Special Kid's Day.

Section 3:

Annual Director. The initial Annual Director shall be Ronald P. Krueger, one of the original incorporators. The Annual Director shall be elected by a majority vote at the annual meeting. The Annual Director serves for one year and may succeed him/her self an unlimited number of times.

Section 4:

Removal of a Director. A Director is expected to attend all properly scheduled meeting. A Director maybe removed for good and sufficient reasons including, but not limited to, poor meeting attendance, willful behavior inconsistent with the purposes, goals, or ideals of the organization, negative influence upon the reputation the organization, etc. Applicable procedures for removal of a Director will be established by the Board and be consistent with Roberts Rules of Order. A unanimous vote of the permanent Directors is required to remove a Director from membership on the Board.

Section 5:

The Board of Directors shall have the authority to add additional annual directors plus establish and define nonvoting categories of membership.

Section 6:

At such time that it may become necessary to replace one or both of the Permanent Directors. the current Board of Directors members shall seek out appropriate replacement(s) and take formal action on their election. At that time the constitution/bylaws shall be modified to reflect a specific term of office for the new Director(s). All Board of Directors members shall then hold similar terms of office although the original, new terms, shall be staggered to insure continuity and carry-over of knowledge and experience on the Board and of the corporation. The Annual Director shall no longer be an annual director, but rather a Director with a different specific term. Other Bylaw changes may be necessary and appropriate at that time to insure appropriate functioning and legal compliance.

ARTICLE III - MEETINGS

Section 1:

Annual Meeting. The Annual meeting shall be held in August. The exact date, time, and place of the regular annual meeting shall be set by the Chairman of the Board.

Section 2:

Regular Meetings. Meetings will be held on a quarterly basis. The date, time and location of these meetings will be established by the Chairman of the Board.

Section 3:

Special Meetings. Special meetings may be requested by any Board member and shall be scheduled by the chairman as he/she deems appropriate.

Section 4:

Quorum. Two thirds of Board of Directors members must be present in order for a quorum to be established so that business may be conducted.

Section 5:

Meeting Agenda. Initial meeting agendas will be established by the Chairman of the Board and published by the secretary. Additional agenda items may be added at the beginning of each meeting through a majority vote of members present.

Section 6:

Meeting rules. Roberts Rules of Order shall govern the transaction of all meetings.

ARTICLE IV - OFFICERS & ELECTIONS

Section 1:

Chairman of the Board. This position is filled by one of the Permanent Directors. The role of the Chairman includes, but is not limited to scheduling all meetings, establishes meeting agendas, presiding at all meetings, establishing all ad hoc committees and appointing all committee and project chairpersons, etc.

Section 2:

Treasurer of the Board. This position shall be filled by one of the Permanent Directors. The role of the treasurer includes keeping accurate records of all corporate financial transaction, donations, deposits, withdrawals, fund transfers, assist in the preparation of the budget and with the approval of the Board dispersing funds as authorized.

Section 3:

Secretary of the Board. This position shall be filled by a Board member properly elected. The Secretary shall be responsible for keeping records of meetings, sending out meeting announcements, distributing copies of minutes and the agenda to each Board member, and assuring that corporate records are maintained.

Section 4:

Elections. With the exception of filling any position vacated during a term of office, all elections will take place at the Annual Meeting.

Section 5:

All elections shall follow the process outlined in Roberts Rules of Order.

ARTICLE V - EMPLOYEES & EXPENSES & COMMITMENTS

Section 1:

Employees and contracts. The Board may hire full or part time employees or contract with service provider(s) as may be necessary to carry out the activities required to fulfill the objectives of the corporation. Policy relative to these issues will be formally established whenever they become appropriate.

Section 2:

Board Members Service. Board of Directors members serve on a voluntary basis, without pay. Board members may receive reasonable reimbursement for out of pocket expenses that have been preapproved by Board action or policy.

Section 3:

Priorities and commitments. The Board of Directors shall establish budgets, priorities, project commitments and donations through a majority vote. In unusual situations the Chairman of the Board may tentatively accept projects by polling the other Board members (majority agreement required). This preliminary approval shall then be verified at a special meeting called for that purpose or at the regular meeting.

ARTICLE VI - ADVISORY COMMITTEE(S)

Section 1:

Advisory committee(s). The Board of Directors shall establish a system to provide important information and input to the Board. This shall be through the creation of one or more advisory committees. Issues that may be dealt with by this/these committee(s) include, but are not limited to, legal, insurance, education, health/medical/dental, safety, etc.

ARTICLE VII - POLICIES

Section 1:

Policy development. The Board of Directors shall establish policies relative to, but not limited to, the following: a. Reimbursement; b. Sponsor and Sponsorship; c. Removal ofa Director; d. Advisory committee(s); e. employees and contracts, etc.

ARTICLE VIII - CORPORATION EARNINGS & PAYMENTS, PROPAGANDA & INFLUENCE OF LEGISLATION, IRS PROHIBITED ACTIVITIES

Section 1:

Earnings. No part of the net earnings of the corporation shall inure to the benefit of, or be distributed to its, members, trustees, officers, or other private persons, except that the corporation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth in the letters of incorporation.

Section 2:

Propaganda and Influence of legislation. No substantial part of the activities of the corporation shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the corporation shall not participate in, or intervene in (including the publishing or distribution of statements) any political campaign on behalf of or in opposition to any candidate for public office.

Section 3:

IRS Prohibited Activities. Notwithstanding any other provision of these articles, the corporation shall not carry on other activities not permitted to be carried on (a) by a corporation exempted from federal income tax under section 501 (c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code, or (b) by a corporation, contribution to which are deductible under section 170 (c)(2) of the Internal Revenue Code, or the corresponding section of any future code.

ARTICLE IX - DISSOLUTION

Section 1:

Upon the dissolution of the corporation, assets shall be distributed for one or more exempt purposes within the meaning of section 501 (c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code, or shall be distributed to the federal government, or to a state or local government, for public purpose. Any such assets not so disposed of shall be distributed of by a Court of Competent Jurisdiction of the county in which the principal office of the corporation in then located, exclusively for such purpose or to such organization, or organizations, as said Court shall determine, which are organized and operated exclusively for such purposes.

ARTICLE X - AMENDMENTS

Section 1:

Proposed Amendments. These Bylaws may be amended when necessary by a two-thirds majority of the Board of Directors. Proposed amendments must be given to the Secretary to be sent out with regular Board announcements.

Section 2:

Limitation of Amendments. Amendments shall be limited to additions that enhance the Founding Directors (Thomas & Robin Leuck) original intent, purposes and goals for Special Kids Day, Inc.

End

Revision History

- Constitution/Bylaws Adopted - 30 July 2003