By-Laws

BY-LAWS OF

CHATHAM FAMILY RESOURCE CENTER

A NON-PROFIT CORPORATION

Approved September 22, 2004

ARTICLE I - NAME

The name of this Corporation shall be the Chatham Family Resource Center, Inc. (herein referred to as the FRC)

ARTICLE II - PREFACE

The FRC is a voluntary community organization, which addresses the various needs of families and the community, including but not limited to material, cultural, , safety, educational, health, childcare, social, psychological, employment and other areas of concern.

ARTICLE III - MEMBERSHIP

Section 1. Composition of Membership: Membership shall consist of the Board of Directors. This Board of Directors is organized so to have representation of local employers, local elected officials, local government officials, clergy, human service providers and family representatives so to bring public and private resources and solutions to family and community challenges. Each Board Member may appoint a proxy. The proxy is responsible for attending for the Board Member in their absence. The proxy can vote in the absence of the Director at the board meeting, at the express consent of the director on a specified issue. The Executive Committee must approve a proxy.

ARTICLE IV - PURPOSES

Section 1. Provisions: The FRC is formed to strengthen families of the community and to provide the community at large with education about health, safety and family issues. The FRC shall serve the following functions:

Serve as a change catalyst for the community so it can better adapt to its changing population, the devolution of governmental resource provision, and policy changes in welfare, immigration, and other Government Programs

Provide direct services to families in need, regardless of race, culture, or socio/economic status

Provide a mechanism where agencies can collaborate in the provision of services, and influence the services delivery to strengthen families towards self-sufficiency, health and safety

Include the community in planning and conducting activities that strengthen local resilience to manmade or natural disaster through Homeland Security Programs that are volunteer-based

Enhance the Latino Center operations to include education and outreach on issues of health, safety, and responsibility of citizenship

Provide interpreters and lay health advisors to community to improve access to health and human services

Work more closely with local industry in assessing need and designing human services provision that will benefit families and children

Serve as a center where diverse cultures can communicate through service to community

Develop a funding strategy that includes a fair and responsible mix of public and private monies. Bring resources to Chatham County.

A model of local government coordination with church, industry, non-profits, families, schools

A low cost facility in which local agencies and nonprofit organizations can operate programs (e.g. health department, Smart Start, Girl Scouts, Narcotics Anonymous, etc.)

A facility in which Federal resources can be put to local use (e.g., Homeland Security, Corporation for National Service, Head Start)

A one-stop walk-in resource (8000 sq. ft.) for all residents; referral center, information center, meeting place

A fully functional high-visibility site for local education/training activities including child care centers, kitchen, classrooms, offices, meeting hall, parking, playground

A facility for community study by University students serving internships in Chatham

A much needed comprehensive Latino services and orientation center (services in health, housing, child care, education)

ARTICLE V - PRINCIPLE MAILING ADDRESSES

The principle mailing address of the FRC shall be 225 Chatham Square, Siler City, North Carolina 27344.

ARTICLE VI - BOARD OF DIRECTORS

Section 1. Management: The management and control of the affairs of the FRC shall be vested in and exercised by a Board of Directors, or such Board Committees that the Board may establish pursuant to these By-Laws. The Board shall consist of a minimum of seven (7) and a maximum of fifteen (15) members. The Board shall be selected as hereinafter provided:

Selection of Initial Board: The initial Board of Directors shall serve until the first annual meeting of the FRC and until their respective successors are selected and qualified.

Election of Subsequent Board Members: As of the Annual Meeting of the FRC of Chatham County, inc., in 1997, the full membership shall elect four (4) Board Members for a three (3) year term, four (4) members for a two (2) year term, and four (4) for a one (1) year term.

At each annual meeting thereafter, , new Board members shall be elected for three (3) year terms.

Board Vacancy: A vacancy on the Board of Directors shall be filled at the discretion of the Board.

Section 2. Board Meetings: The Board shall meet at least 4 times per year. Special meetings shall be called upon request of any three (3) members of the Board or may be called at the discretion of the Chair. Notice of special meetings of the Board of Directors shall be given to all Board members at least three (3) days prior to any such meeting.

Section 3. Attendance: Any Board Member who misses three (3) consecutive regular meetings without prior notice to the Chairman or Executive Director can be deemed to have resigned from the Board of Directors. If a Board Member has resigned in such a manner she/he may be re-elected by a two-thirds (2/3) majority vote by the Board of Directors.

Section 4. Quorum: The number required for a quorum shall be 40% of the Board of Directors.

Section 5. Voting: All matters considered at a meeting shall be decided by a simple majority vote of those present except in those cases herein mentioned. All votes shall be by voice.

Section 6. Annual Meetings:

(A) The annual meeting of the Board of Directors shall be held during the month of May or June of each year at a time and place to be designated by the Chair.

(B) All Directors of the FRC shall have voting rights at the annual meeting for the purpose of electing the Board of Directors, and the Executive Committee.

Section 7. Annual Plan:

(A) Before the annual Board meeting the Board of Directors will develop an annual action plan for the year running July 1-June 30.

(B) The annual plan will be adopted at the May or June Board meeting by a majority vote of the Board of Directors.

Section 8. Financial Administration: The Chatham Family Resource Center is organized for charitable, religious, educational, and scientific purposes, including, for such purposes, the making of distributions to organizations that qualify as exempt organizations under section 501 © 3 if the Internal Revenue Code, or corresponding section of any future federal tax code.

No part of the net earnings of the organization shall inure to the benefit of, or be distributable to its directors, trustees, officers, or other private persons, except that the organization 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 purpose clause hereof. No substantial part of the activities of the organization shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the organization shall not participate in, or intervene in (including the publishing or distribution of statements) any political campaign on behalf of any candidate for public office. Notwithstanding any other provision of this document, the organization exempt from federal income tax under section 501 © 3 of the internal revenue Code, or corresponding section of any future federal tax code or (B) by an organization, contributions to which are deductible under section 170(C) (2) of the Internal Revenue Code, or corresponding section of any future federal tax code.

The Board of Directors shall be responsible for the financial administration of the FRC and ensure that all records are kept and reports are filed as required. The Board may require that specified reports to other agencies or groups be first submitted to the Board of Directors for approval. An officer of the Board of Directors shall submit such reports, with the assistance of the staff if requested.

The Board of Directors shall annually review the current investment of any surplus funds. Such funds that are not deemed necessary as a reserve for working capital and contingencies maybe invested in interest bearing certificates (such as money markets, etc.). Of this amount invested, a portion will be invested in certificates that can be readily converted to cash, when deemed necessary by the Executive Committee.

Such conversions might be for equipment purchases or maintaining sufficient cash balances during periods of reduced income.

Contributions to the FRC are posted to a specified account (from a Chart of Accounts) and held unused, until such time as the Board or Executive Committee approves use of these funds for an appropriate and designated project, or operational expense.

All cash contributions to the FRC shall be received and a numbered receipt given to the donor if requested by the donor, and a duplicate receipt retained by the FRC to verify and account for all such cash contributions.

Upon the dissolution of the Chatham Family Resource Center, the Board of Directors shall, after paying or making provision for the payment of all liabilities of the Chatham Family Source Center, dispose of all of the assets of the Chatham Family Resource Center in such a manner, or the such organization(s) under Sections 501© 3 of the Internal revenue Code of 1954 or the corresponding provisions of any future United States Internal Revenue Law, as the Board of Directors shall determine applicability.

Section 9. Petty Cash: All cash monies kept at the FRC will be in the form of petty cash and will be maintained a $150 level. All disbursements of cash will require a written slip to be placed in the cash box stating the date, amount withdrawn, to whom it was given and for what purpose. All expenditures shall be accounted for with a receipt from the vendor for any expenditure made, and signature of employee or volunteer who uses petty cash in support of client emergency needs. A separate ledger will be kept showing the cash balance at any time. Periodically, as needed to maintain sufficient cash on hand, the petty cash will be replenished by means of a check drawn from the FRC regular checking account.

Section 10. Employees: Director and Staff

(A) The Board of Directors, or such Board committee the Board may establish pursuant to these By-Laws, shall provide the criteria for employment, evaluation, disciplinary action, and dismissal of all paid employees of the FRC. The Board, or such Board committee the Board may establish pursuant to these By-Laws, shall provide complete up-to-date personnel policies and procedures, and position descriptions for all paid positions.

(B) Executive Director: The executive director is hired by the County, and is a county employee with all benefits of county employment including retirement plan and grievance procedures. The executive director reports to the County Manager, and the FRC Board of Directors. The executive director may serve as a board director if the board deems this necessary and appropriate. The executive director has the day-to-day responsibilities for the organization, including carrying out the organization’s goals and policies. The executive director shall attend all board meetings; report 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.

(C) Matters of personnel disciplinary or compensatory nature shall be discussed in closed Board session if deemed necessary by the executive director; however, the conduct of such sessions shall be in accordance with any open meeting law requirements of state, federal, or funding source regulation and/or law.

(D) Non-Discrimination Policy

1. No person is excluded because of race, color, religion, sex, age, national origin or physical or mental disability.

2. There is no discrimination on the basis of race, color, religion, sex, age, national origin or physical disability with regard to hiring, assignment, promotion or other conditions of staff employment.

3. There is no discrimination on the basis of race, color, religion, sex, age, national origin or physical or mental disability in membership in the agency’s governing body.

Section 11. Grievances:

(A) If any director shall have a grievance, she/he shall petition the board chairman to call a special meeting of the Executive Committee within fourteen (14) days of the petition by the aggrieved director. At said meeting, the Executive Committee shall hear evidence from the aggrieved party and the opposing party, if there is one. The Executive Committee shall have the authority to call witnesses and inquire into matters it deems relevant to the issue. The Executive Committee shall by consensus render a decision on the matter within seven (14) days of completing its review of the relevant information to said matter. If such decision is unsatisfactory to the director having the grievance, an appeal may be made to the Board of Directors. In the case if a grievance involving the Chair, said petition shall be to the Vice-Chair.

(B) A paid employee may follow this grievance process only after exercising her/his rights as defined in FRC Personnel Policies.

(C) Any employee, board director, or volunteer who suspects that any employee, board director, or volunteer has conducted a financial impropriety or misused FRC resources, including funds, materials or staff time, is encouraged to communicate this to his or her supervisor or to the executive director. If the suspected impropriety is by a board member, the report should be made to the executive director (if the reporter is an employee or volunteer) or to the board chairman or another member of the executive committee (if the reporter is a board member). If a board member suspects an impropriety by the executive director, the report should be made to a member of the executive committee. The report can be made verbally or in writing. Information about who reported the potential abuse will be kept confidential. The organization and its officers, board members, employees and volunteers are prohibited from taking any retaliation either directly or indirectly against the person who has disclosed and reported the suspected impropriety or misuse of resources.

ARTICLE VII - OFFICERS

Section 1. Officers: The officers of the FRC shall be a Chair, Vice-Chair, Secretary, and Treasurer, and such other officers as the Board of Directors may from time to time determine necessary. These officers are the executive committee.

Section 2. Election of Officers:

(A) A simple majority of the newly elected Board of Directors at each annual meeting shall choose a Chair, Vice-Chair, Secretary, and Treasurer. The officers of the FRC shall hold office for a term of 3 years and until their successors are chosen and qualify in their stead.

(B) The Board shall appoint a nominating committee composed of a minimum of two (2) representatives of the membership, which will select nominees for the Board of Directors and present the nominations to the board the one month before the vote.

Section 3. Duties: The officers of the FRC shall perform such duties as may be required of them by the Board of Directors and described herein:

Chair: The Chair shall be the principal executive officer of the FRC and subject to the Board of Directors, shall supervise and control the management of the FRC in accordance with these By-Laws. She/he shall, when present, preside at all meetings. She/he shall sign, with any other proper officer, any deeds, mortgages, bonds, contracts, or other instruments which may be lawfully executed on behalf if the FRC, except where required or permitted by law to be otherwise signed and executed and except where the signing and execution thereof shall be

(A) delegated by the Board of Directors to some other officer or agent; and, in general, she/he shall perform all duties as may be prescribed by the Board of Directors from time to time.

(B) Vice-Chair: The Vice-Chair shall, in the absence of or disability of the Chair, perform the duties and exercise the powers of the office. In addition, she/he shall perform such other powers as the Board of Directors shall prescribe.

(C) Secretary: The Secretary shall keep accurate records of the acts and proceedings of all Meetings of the Board of Directors. She/he shall sign such instruments as may require such signatures, and in general, shall perform all duties as may be assigned to the position from time to time by the Chair or Board of Directors, including maintaining an updated roster of members of the FRC. The Secretary may appoint staff agreed to by the Chairman or Executive Committee to perform the task of taking and reporting minutes to the Board.

(D) Treasurer: The Treasurer shall account for funds and securities belonging to FRC and shall receive, deposit, or disburse the same under the direction of the Board of Directors. She/he shall ensure full and accurate accounts of the FRC in books especially provided for that purpose, and shall cause a true statement of its assets and liabilities to be filed at the close of each fiscal year for audit or audit review. The Treasurer shall, in general, perform all duties incident to the office and such other duties as may be assigned to the position from time to time by the Chair or by the Board of Directors, including providing information at each regular and annual meeting of the FRC' s financial condition. With Chairman or Executive Director approval, the Treasurer may appoint a representative responsible for FRC accounting to make this report at each regular and annual meeting.

Section 4. Compensation for Services: No officer of the FRC shall receive any compensation for his/her services as such officer. Officers shall receive reimbursement for incidental expenses when approved by a simple majority vote of the Board at its regular, special, or annual meeting. Directors will be reimbursed a flat $25.00 for attendance at each regular Board of Director meeting to cover such costs as travel, and time away from work.

Section 5. Officer Vacancy:

(A) Each officer shall hold office until his/her resignation, retirement, removal, disqualification, or a successor is elected. Members serve for a period of 3 years, and may be approved for additional service if 2/3 majority of the Board approves in a regular, annual or called meeting.

(B) Should the Chair be unable to complete his/her term, the Vice-Chair shall assume the office of the Chair. The Board shall then elect a new Vice-Chair by a simple majority vote at the same or the next meeting.

(C) Should the Vice-Chair, Secretary, or Treasurer be unable to complete his/her term of Office, the Board shall elect a new officer to fill that position by a simple majority vote at the same or next meeting.

Section 6. Removal of Officers: An officer may be removed from office by the Board of Directors at any time by:

1. Following a grievance procedure, and

2. Two-thirds (2/3) majority vote by the Board of Directors.

Section 7. Bond: The Board of Directors may by resolution require any or all officers, agents, and employees of the FRC to give bond to the FRC, with sufficient securities, conditioned on the faithful performance of the duties of their respective offices or positions, and to comply with such other conditions as may from time to time be required by the Board of Directors.

ARTICLE VII - STANDING COMMITTEES

Section 1. Executive Committee: The elected officers shall constitute the Executive Committee. The function of the Committee shall be to write and monitor the budget. The Executive Committee shall be fully empowered to exercise all the functions of the Board of Directors between meetings subject, however, to the approval of the Board of Directors, but provided that its action in administrative matters shall not be subject to such approval.

Section 2.Committees may be required as standing or Ad Hoc Committees and shall be appointed by the officers of the Board as needed. Action of the committees shall be subject to the approval of the Executive Committee and/or the Board.

ARTICLE X - FUNDS AND SECURITIES

Section 1. Authorization: The Board of Directors may authorize any officer or officers, or any employee in conjunction with one or more officers, in the name and on behalf of the FRC to enter into any contract, or execute and deliver any instrument, or to sign checks, drafts, or other order for payment of money or notes or other evidence of indebtedness. Such authority may be in general, or it may be confined to specific instances; and unless so authorized by the Board of Directors, no officer shall have the power or authority to bind the FRC by any contract or engagement, to pledge its credit, or to render it financially liable for any purposes or in any amount.

Section 2. Deposit of Funds: All funds of the FRC not otherwise employed shall be deposited from time to time to the credit of the FRC in such banks, trust companies, or other depositors as the Board of Directors may select or may be selected by any officer or officers of the FRC to whom such power may from time to time be delegated by the Board of Directors; and for the purpose of such deposit, the officer and/or officers to whom such power may be delegated by the Board of Directors may endorse, sign and deliver checks, drafts and other orders for the payment of money to the order of the FRC.

Section 3. Audit or Audit Review: The annual audit or audit review shall be completed at the conclusion of the fiscal year.

Section 4. Dissolution: In order that Family Resource Center assets be permanently dedicated to an exempt purpose, the following provision is hereby made a part of the Family Resource Center’s By-Laws.

Upon the dissolution of the Family Resource Center, the Board of Directors shall, after paying or making provision for the payment of all liabilities of the FRC, dispose of all of the assets of the FRC in such a manner, or to such organizations) under Section 501(c)3 of the Internal Revenue Code of 1954 or the corresponding provisions of any future United States Internal Revenue Law, as the Board of Directors shall determine applicability.

ARTICLE XI - FISCAL YEAR

The fiscal year shall begin the first day of July in each year.

ARTICLE XII - AMENDMENT

These By-Laws may be altered or amended at any regular or special Board meeting and may be adopted by a simple majority vote at the regular or special Board meetings, providing that the proposed amendments has (have) been submitted in writing to the Board of Directors at least one (1) week prior to the regular or special meeting and must be approved by two-thirds (2/3) of the Board members present and voting.

We do hereby certify that these By-Laws were duly adopted as the By-Laws of the Chatham Family Resource Center, Inc. of Chatham County at its annual or regular meeting held in the Family Resource Center located in the Faith Families Ministries in Siler City.