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By-Laws of Greater Grace Orphanage, Inc.
ARTICLE I – NAME AND PURPOSE
Section 1 – Name: The name of the organization shall be Greater Grace Orphanage, lnc.. It shall be a nonprofit organization incorporated under the laws of the State of Ohio.
Section 2 – Purpose: Greater Grace Orphanage, Inc. organized exclusively for charitable, religious and education purposes. The purpose of this corporation is:
By God’s grace and for his glory, it is Greater Orphanage, Inc.’s purpose and mission to rescue orphans who have no means by providing their basic spiritual and physical needs, rearing them to become self-sustaining, productive adults.
ARTICLE II – MEMBERSHIP
Membership: Membership shall consist of the board of directors.
ARTICLE III – BOARD OF DIRECTORS
Section 1 – Board role, size, and compensation: The board is responsible for overall policy and direction of the association, and delegates responsibility of day-to-day operations to the staff and committees. The board shall have up to 10, but not fewer than 5 members. The board receives no compensation other than reasonable expenses.
Section 2 – Terms: All board members shall serve three-year terms, but are eligible for re-appointment for additional terms if they are reappointed pursuant to Section 5 below.
Section 3 – Meetings and notice: The board shall meet at least quarterly, at an agreed upon time and place. An official board meeting requires that each board member have written notice at least two weeks in advance.
Section 4 – Board elections: During the last quarter of each fiscal year of the corporation, the board of directors shall elect Directors to replace those whose terms will expire at the end of the fiscal year. This election shall take place during a regular meeting of the directors, called in accordance with the provisions of these bylaws.
Section 5 – Election procedures: New directors shall elected, and current directors re-appointed, by a majority of directors present at such a meeting, provided there is a quorum present. Directors so elected shall serve a term beginning on the first day of the next fiscal year.
Section 6 – Quorum: A quorum must be attended by at least forty percent of board members for business transactions to take place and motions to pass.
Section 7 – Officers and Duties: There shall be five officers of the board, consisting of a chair, vice-chair, secretary and treasurer. Their duties are as follows:
Founding Director and Chair: Joseph Obielodan had the initial vision for the orphanage, and was its founder and initial caretaker. He is the Founding Director and Chair of the Board of Directors, and serves as the main conduit of communications between the Board, the orphanage and the government of Nigeria regarding the status of the orphanage.
The chair shall convene regularly scheduled board meetings, shall preside or arrange for other members of the Executive Committee to preside at each meeting in the following order: vice-chair, secretary, treasurer.
The vice-chair shall chair committees on special subjects as designated by the board.
The secretary shall be responsible for keeping records of board actions, including overseeing the taking of minutes at all board meetings, sending out meeting announcements, distributing copies of minutes and the agenda to each board member, and assuring that corporate records are maintained.
The treasurer shall make a report at each board meeting. The treasurer shall chair the finance committee, assist in the preparation of the budget, help develop fundraising plans, and make financial information available to board members and the public.
Section 8 – Vacancies: When a vacancy on the board exists mid·term, the secretary must receive nominations for new members from present board members two weeks in advance of a board meeting. These nominations shall be sent out to board members with the regular board meeting announcement, to be voted upon at the next board meeting. These vacancies will be filled only to the end of the particular board member's term.
Section 9 – Resignation, termination, and absences: Resignation from the board must be in writing and received by the secretary. A board member shall be terminated from the board due to excess absences, more than two unexcused absences from board meetings in a year. A board member may be removed for other reasons by a three-fourths vote of the remaining directors.
Section- 10 – Special meetings: Special meetings of the board shall be called upon the request of the chair, or one-third of the board. Notices of special meetings shall be sent out by the secretary to each board member at least two weeks in advance.
ARTICLE IV – COMMITTEES
Section 1 – Committee formation: The board may create committees as needed, such as fundraising, public relations, data collection, etc. The board chair appoints all committee chairs.
Section 2 – Executive Committee: The three officers serve as the members of the Executive Committee. Except for the power to amend the Articles of Incorporation and bylaws, the Executive Committee shall have all the powers and authority of the board of directors in the intervals between meetings of the board of directors, and is subject to the direction and control of the full board.
Section 3 – Finance Committee: The treasurer is the chair of the Finance Committee, which includes two other board members. The Finance Committee is responsible for developing and reviewing fiscal procedures, fundraising plans, and the annual budget with staff and other board members. The board must approve the budget and all expenditures must be within budget. Any major change in the budget must be approved by the board or the Executive Committee. The fiscal year shall be the calendar year.
Annual reports are required to be submitted to the board showing income, expenditures, and pending income. The financial records of the organization are public information and shall be made available to the board members, and the public.
ARTICLE V – COORDINATOR, MANAGEMENT COMMITTEE, AND BOARD OF TRUSTEES
Coordinator: The coordinator is approved by management committee with approval of the board. The coordinator has day-to-day responsibilities for the operations of the orphanage, including carrying out the organization’s goals and policies. The coordinator will provide quarterly and monthly updates to the management committee, reporting on the progress of the orphanage, answering questions of the board members.
Management Committee: The Local Nigerian Management Committee has in country oversight of operations, and the welfare of the children.
Board of Trustees: The Board of Trustees has the fiduciary responsibility for designated funds and review of the Management Committee activities.
ARTICLE VI – AMENDMENTS
Amendments: These bylaws may be amended when necessary by two-thirds majority of the board of directors. Proposed amendments must be submitted to the Secretary to be sent out with regular board announcements.
CERTIFICATION
These bylaws were approved at a meeting of the board of directors by a two-thirds majority vote on
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