PREGNANCY and PARENTING CENTER (fka: Florence Caring Pregnancy Center)
Article 1: Name
The name of the corporation shall be Pregnancy and Parenting Center (fka: Florence Caring Pregnancy Center).
Article 2: Offices
The principal office for the transaction of the activities and affairs of the corporation shall be located at 1525 12th Street, Florence, Oregon. The Board of Directors may change the principal office from one location to another. Also, the corporation may have offices at such other places as the Board of Directors may from time to time determine.
Article 3: Members
The corporation shall have no members.
Article 4: Purposes and Limitations
GENERAL PURPOSES: The corporation is organized exclusively for charitable, religious, educational, and scientific purposes within the meaning of section 501(c)(3) of the Internal Revenue Code.
SPECIFIC PURPOSES: The purpose of the corporation is to share the love of Jesus Christ by offering practical, emotional, and spiritual support to women, men, and children who are facing pregnancy and abortion related concerns, including the provision of free pregnancy services, peer counseling, information about abortion procedures and risk, information about alternatives, abstinence education, post-abortion support, and other related programs and services. The Caring Pregnancy Center never discriminates because of race, creed, color, national origin, age or marital status.
LIMITATION ON PRIVATE INCUREMENT: The property of the corporation is irrevocably to non-profit purposes. No part of the net earnings or such assets of the corporation shall inure to the benefit of, or be distributed to its members, directors, 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 of the corporation.
LIMITATION ON POLITICAL ACTIVITIES: 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 distributing of statements) any political campaign on behalf of or in opposition to any candidate for public office.
LIMITATION UPON DISSOLUTION: Upon dissolution of the corporation, such 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 a public purpose. Any such assets not disposed of shall be disposed by a Court of Competent Jurisdiction of the county in which the principal office of the corporation is then located, exclusively for such purposes or to such organizations, as said Court shall determine, which are organized and operated exclusively for such purposes.
OTHER LIMITATIONS: Notwithstanding any other provision of these bylaws, the corporation shall not carry on any other activities not permitted to be carried on (a) by a corporation exempt from federal income tax under section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future tax code, or (b) by a corporation, contributions to which are deductible under section 170(c)(2) of the Internal Revenue Code, or the corresponding section of any future tax code.
ARTICLE 5: Directors
GENERAL POWERS: The business and affairs of the corporation shall be managed and controlled by the Board of Directors. The Board shall have the power to elect, appoint, or employ such officers, agents, and other representatives as it may deem necessary or prudent to carry out the purposes of the corporation.
NUMBER OF DIRECTORS: The Board of Directors shall consist of at least five, but no more than nine, members until changed by amendment to these bylaws. The exact number of directors shall be fixed, within those limits, by resolution adopted by the Board of Directors.
QUALIFICATIONS OF DIRECTORS: Each member of the Board of Directors shall be at least 21 years of age and shall be a professing Christian of sound character who affirms his or her full agreement with the corporations statement of faith and statement of principles.
ELECTION AND TERM OF OFFICE: The Board of Directors shall be elected each year by a majority vote of the Board of Directors at the annual meeting of the corporation. The term of office for each member of the Board of Directors shall be one year. Board members may serve an unlimited number of terms.
ANNUAL MEETING: Unless otherwise provided by resolution of the Board of Directors, annual meeting of the Board of Directors shall be held on the second Tuesday of January each year at such time and place as the Board of Directors may determine. A notice either written or electronically transmitted will be required 30 days prior to the designated annual meeting date.
REGULAR MEETINGS: Regular meetings of the Board of Directors shall be held once a month at such time and place as may be designated by the Board of Directors.
SPECIAL MEETINGS: Special meetings of the Board of Directors may be called by the Chair or at request of any two Directors.
NOTICE OF MEETINGS: Notice of all regular meetings of the Board of Directors shall be delivered at least thirty days prior to the scheduled meeting, special meetings shall have at least a two weeks notice and emergency meetings shall have at least a two day notice by written, electronic or telephonic means. The notice shall specify the date, time and place of the meeting together with any special matters to be addressed. Any Director may waive notice of any meeting. The attendance of a Director at a meeting shall constitute a waiver of notice unless the Director appears for the sole purpose of objecting to the manner in which the meeting has been called.
QUORUM: A majority of the Directors then holding office shall constitute a quorum for transacting any business at any meeting of the Board of Directors.
MANNER OF ACTING: The act of a majority of the Board of Directors present at a meeting at which a quorum is present shall be the act of the Board of Directors, except as may otherwise be provided in these bylaws.
INFORMAL ACTION: Any action of the Board of Directors may be taken without a meeting if consent in writing setting forth the action taken is signed by all members of the Board of Directors and filed with the minutes of the corporation.
REMOVAL: At any meeting of the Board of Directors, called for such purpose, any Director may, by a vote of two-thirds of the other Directors, be removed from office with or without cause. Good cause will exist for removing any Director who is habitually absent from meetings.
VACANCIES: Any vacancy on the Board of Directors may be filled by a majority vote of the remaining Directors. A Director elected to fill a vacancy shall be elected for the remainder of the term.
COMPENSATION: No member of the Board of Directors shall receive any compensation for their services as such but may, by resolution of the Board of Directors, be allowed reimbursement for their expenses actually and reasonably incurred on behalf of the corporation.
ARTICLE 6: Officers
IN GENERAL: The officers of the corporation shall consist of a Chair, a Vice Chair, a Treasurer, a Secretary and an Executive Director. Such other officers as may be deemed necessary may be elected or appointed by the Board of Directors. The Chair, Vice Chair, Treasurer and Secretary shall be elected annually by the Board of Directors and may serve consecutive terms so long as they remain as members of the Board of Directors.
CHAIR: The Chair shall be appointed from among the members of the Board of Directors and shall preside at all meetings of the Board of Directors and perform such other duties as the Board of Directors and these bylaws may prescribe.
VICE CHAIR: The Vice Chair shall be appointed from among the members of the
Board of Directors and shall perform the duties of the Chair in his or her absence. When so acting, the Vice Chair shall have all the powers and be subject to the same limitations as the Chair.
TREASURER: The Treasurer shall be appointed from among the members of the Board of Directors and shall supervise the financial affairs of the corporation. The Treasurer shall have charge, responsibility, and custody for all funds and securities of the corporation. The Treasurer shall be responsible for providing the Board of Directors with monthly reports concerning the financial condition of the corporation.
SECRETARY: The Secretary shall be appointed from among the members of the Board of Directors and shall be the custodian of the corporation’s official books and records. The Secretary shall be responsible for assuring that all notices are given in accordance with the provisions of these bylaws. The Secretary shall also be responsible for recording the minutes of all meetings and resolutions of the Board of Directors.
EXECUTIVE DIRECTOR: The Executive Director shall be the chief executive operating officer of the corporation and shall serve at the will and pleasure of the Board of Directors. The Executive Director shall be responsible for implementing the policies and decisions of the Board of Directors and for supervising the day-to-day operations of the corporation. The Executive Director shall be a non-voting member of the Board of Directors. The Executive Director shall be a salaried position. The Board of Directors shall determine the Executive Director’s salary.
Article 7: Corporate Officers
The Corporation’s officers shall be elected annually out of the duly elected and then active members of the Board of Directors. The Corporation shall have the following officers, who shall serve at the pleasure of the Board of Directors: President, who shall also be the Chairman of the Board of Directors; Vice-President, who shall also be the Vice-Chairman of the Board of Directors; Secretary, who shall also be the Secretary of the Board of Directors; and Treasurer, who shall also be the Treasurer of the Board of Directors.
Article 8: Committees
IN GENERAL: From time to time, the Board of Directors may designate one or more committees, each of which shall consist of two or more Directors, to exercise such authority as may be delegated by the Board of Directors. Each committee may adopt rules for its own government not inconsistent with these bylaws.
Article 9: Contract, Loans, Checks, Deposits, and Gifts
CONTRACTS: The Board may authorize any officer or officers, agent or agents, to enter into any contracts or to execute and deliver any instrument on behalf of the corporation.
LOANS: No loans shall be contracted on behalf of the corporation and no evidence of indebtedness shall be issued in its name unless authorized by resolution of the Board of Directors.
CHECKS, DRAFTS, ETC. : All checks, drafts, or other orders for payment of money, note, or other evidence of indebtedness issued in the name of the corporation shall be signed by such officer or officers, agent or agents, of the corporation and in such manner as shall from time to time be determined by resolution of the Board of Directors.
DEPOSITS: All funds of the corporation shall be deposited from time to time to the credit of the corporation in such banks and or other depositories as the Board of Directors may direct.
GIFTS: The Board of Directors may accept on behalf of the corporation any contribution, gift, bequest, or devise for the general purposes, or for any special purposes, of the corporation.
Article 10: Miscellaneous Provisions
INDEMNIPICATION AND INSURANCE: The corporation shall, to the maximum extent permitted by law, indemnify each of its Directors and Officers against expenses, judgments, fines, settlement, and any other amounts actually and reasonably incurred in connection with any claim or proceeding arising by reason of the fact that any such person is or was a Director or Officer of the corporation. The corporation shall have the right to purchase and maintain insurance to the full extent permitted by law on behalf of its Directors and Officers against any liability asserted against or incurred by any Director of Officer in such capacity.
CONFLICTS OF INTEREST: Any member of the Board of Directors who has a potential conflict of interest with respect to any proposed transaction involving the corporation shall promptly disclose to the remaining members of the Board all material facts relating to the potential conflict of interest. The Board of Directors will not be precluded from approving any transaction in which a member of the Board may have a conflict of interest if the following conditions are met: (1) the Board member in question refrains from participating in any deliberations or decisions relating to the transaction, and (2) a majority of the remaining members of the Board determines after due investigation that entering into the transaction will be in the best interest of the corporation.
FISCAL YEAR: The fiscal year of the corporation shall be the calendar year unless some other fiscal year is specified by resolution of the Board of Directors.
AMENDMENT OF BYLAWS: These bylaws may be amended at any regular or special meeting provided that thirty days notice of the proposed amendment is given to all Directors and the amendment is approved by a two-thirds vote of all members of the Board of Directors.