BYLAWS
ARTICLE I. NAME OF ORGANIZATION
Involved Together Inc.
ARTICLE II. CORPORATE PURPOSE
Section 1. Nonprofit Purpose
Involved Together Inc. is organized exclusively for general charitable purposes.
Section 2. Specific Purpose
Involved Together Inc.'s mission is helping people, animals and nature by planning and participating in our own activities, participating in activities planned by other not-for-profit organizations, and/or supporting other not-for profit organizations through charitable donations.
ARTICLE III. MEMBERSHIP
The membership of Involved Together Inc. shall consist of the members of the Board of Directors.
ARTICLE IV. RESERVED
ARTICLE V. BOARD OF DIRECTORS
Section 1. General Powers
The affairs of Involved Together Inc. shall be managed by its Board of Directors. The Board of Directors shall have control of and be responsible for the management of the affairs and property of Involved Together Inc.
Section 2. Number, Tenure, Requirements, and Qualifications
The number of Directors shall be fixed from time-to-time by the Directors but shall consist of no less than three (3) nor more than ten (10) including the following officers: the President, the Secretary, and the Treasurer. The members of the Board of Directors shall, upon election, immediately enter upon the performance of their duties and shall continue in office until their successors shall be duly elected and qualified. All members of the Board of Directors must be approved by a majority vote of the members present and voting. No vote on new members of the Board of Directors shall be held unless a quorum of the Board of Directors is present as provided in Section 6 of this Article. Each member of the Board of Directors shall attend scheduled meetings of the Board of Directors.
Section 3. Regular and Annual Meetings
An annual meeting of the Board of Directors shall be held at a time and day and at a location designated by the Board of Directors. The Board of Directors may provide by resolution the time and place, for the holding of regular meetings of the Board of Directors. Notice of these meetings shall be sent to all members of the Board of Directors no less than ten (10) days, prior to the meeting date.
Section 4. Special Meetings
Special meetings of the Board of Directors may be called by or at the request of the President or any two members of the Board of Directors. The person or persons authorized to call special meetings of the Board of Directors may fix any location, as the place for holding any special meeting of the Board of Directors called by them.
Section 5. Notice
Notice of any special meeting of the Board of Directors shall be given at least two (2) days in advance of the meeting by telephone, facsimile or electronic methods or by written notice.
Section 6. Quorum
The presence, in person of a majority of current members of the Board of Directors shall be necessary at any meeting to constitute a quorum to transact business, but a lesser number shall have power to adjourn to a specified later date without notice. The act of a majority of the members of the Board of Directors present at a meeting at which a quorum is present shall be the act of the Board of Directors.
Section 7. Forfeiture
Any member of the Board of Directors who fails to fulfill any of his or her requirements as set forth in Section 2 of this Article by September 1st shall automatically forfeit his or her seat on the Board of Directors. The Secretary shall notify the Director in writing that his or her seat has been declared vacant, and the Board of Directors may forthwith immediately proceed to fill the vacancy. Members of the Board of Directors who are removed for failure to meet any or all of the requirements of Section 2 of this Article are not entitled to vote at the annual meeting and are not entitled to the procedure outlined in Section 14 of this Article in these bylaws.
Section 8. Vacancies
Whenever any vacancy occurs in the Board of Directors it shall be filled without undue delay by a majority vote of the remaining members of the Board of Directors at a regular meeting or special meeting. Vacancies may be created and filled according to specific methods approved by the Board of Directors.
Section 9. Compensation
Members of the Board of Directors shall not receive any compensation for their services as Directors.
Section 10. Informal Action by Directors
Any action required by law to be taken at a meeting of the Directors, or any action which may be taken at a meeting of Directors, may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by a majority of the Directors following notice of the intended action to all members of the Board of Directors.
Section 11. Confidentiality
Directors shall not discuss or disclose information about Involved Together Inc. or its activities to any person or entity unless such information is already a matter of public knowledge, such person or entity has a need to know, or the disclosure of such information is in furtherance of Involved Together Inc.'s purposes, or can reasonably be expected to benefit the Involved Together Inc. Directors shall use discretion and good business judgment in discussing the affairs of Involved Together Inc. with third parties. Without limiting the foregoing, Directors may discuss upcoming fundraisers and the purposes and functions of Involved Together Inc., including but not limited to accounts on deposit in financial institutions.
Section 12. Reserved.
Section 13. Reserved.
Section 14. Removal.
Any member of the Board of Directors may be removed with or without cause, at any time, by majority vote of the members of the Board of Directors if in their judgment the best interest of Involved Together Inc. would be served thereby. Each member of the Board of Directors must receive written notice of the proposed removal at least ten (10) days in advance of the proposed action. An officer who has been removed as a member of the Board of Directors shall automatically be removed from office. Members of the Board of Directors who are removed for failure to meet the minimum requirements in Section 2 of this Article in these bylaws automatically forfeit their positions on the Board of Directors pursuant to Section 7 of this Article, and are not entitled to the removal procedure outlined in Section 14 of this Article.
ARTICLE VI. OFFICERS
The officers of this Board of Directors shall be the President, Secretary and Treasurer. All officers must have the status of active members of the Board of Directors.
Section 1. President
The President shall preside at all meetings of the Board of Directors and its officers. The President shall have the following duties:
a. He/She shall preside at all meetings of the officers.
b. He/She shall have general and active management of the business of the officers.
c. He/She shall see that all orders and resolutions of the officers are brought to the Board of Directors.
d. He/She shall have general superintendence and direction of all other officers and see that their duties are properly performed.
e. He/She shall submit a report of the operations for the fiscal year to the Board of Directors at their annual meetings, and from time to time, shall report to the Board of Directors all matters that may affect Involved Together Inc.
Section 2. Secretary
The Secretary shall attend all meetings of the Board of Directors and its officers. The Secretary shall have the following duties:
a. He/She shall record all votes and minutes of all proceedings in a book to be kept for that purpose. He/She in concert with the President shall make the arrangements for all meetings of the Board of Directors, including the annual meeting of the Board of Directors.
b. He/she shall send notices of all meetings to the Board of Directors and shall take reservations for the meetings.
c. He/She shall perform all official correspondence for the Board of Directors as may be prescribed by the Board of Directors or the President.
Section 3. Treasurer
The Treasurer shall attend all meetings of the Board of Directors and its officers. The Treasurer shall have the following duties:
a. He/She shall submit for the approval of all expenditures of funds raised by the Board of Directors, proposed capital expenditures and staff expenditures.
b. He/She shall present a complete and accurate report of the finances at each meeting of the Board of Directors, or at any other time upon request by the Board of Directors.
c. He/She shall have the right of inspection of the funds including budgets and subsequent audit reports.
d. It shall be the duty of the Treasurer to assist in direct audits of the funds of Involved Together Inc. according to funding source guidelines and generally accepted accounting principles.
e. He/She shall perform such other duties as may be prescribed by the Board of Directors or the President under whose supervision he/she shall be.
Section 4. Election of Officers
Election shall be held at the first annual meeting of the Board of Directors. Those officers elected are eligible to continue serving until a member of the Board of Directors requests a new election. Only one member of the Board of Directors is required to request this election.
Section 5. Removal of Officer
The Board of Directors with majority of the members voting at the meeting may remove any officer of the Board of Directors and elect a successor. No officer of the Board of Directors shall be expelled without an opportunity to be heard and notice of such motion of expulsion shall be given to the member in writing twenty (20) days prior to the meeting at which motion shall be presented, setting forth the reasons of the Board of Directors for such expulsion.
Section 6. Vacancies
The Board of Directors shall be responsible for nominating persons to fill vacancies which occur between annual meetings, including those of officers. Nominations shall be sent in writing to members of the Board of Directors at least two (2) weeks prior to the next meeting at which the election will be held. The persons so elected shall hold membership or office for the unexpired term in respect of which such vacancy occurred.
ARTICLE VII. COMMITTEES
Section 1. Committee Formation
The Board of Directors may create committees as needed, such as fundraising, public relations, etc. The President appoints all committee chairs.
Section 2. Executive Committee
The three (3) officers (President, Secretary and Treasurer) serve as 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 of Directors.
ARTICLE VIII. CORPORATE STAFF
Section 1: Executive Director
The Board of Directors may hire an Executive Director who shall serve at the will of the Board of Directors. The Executive Director shall have immediate and overall supervision of the operations of Involved Together Inc., and shall direct the day-to-day business, maintain property, hire, discharge, and determine the salaries and other compensation of all staff members under the Executive Director’s supervision, and perform such additional duties as may be directed by the Executive Committee or the Board of Directors. No officer or member of the Board of Directors may individually instruct the Executive Director or any other employee. The Executive Director shall make such reports at the Board of Director and Executive Committee meetings as shall be required by the President or the Board of Directors. The Executive Director shall be an ad-hoc member of all committees. The Executive Director may be hired at any meeting of the Board of Directors by a majority vote and shall serve until removed by the Board of Directors upon an affirmative vote of majority of the members present at any meeting of the Board of Directors. Such removal may be with or without cause. Nothing herein shall confer any compensation or other rights on any Executive Director, who shall remain an employee terminable at will, as provided in this Section.
ARTICLE IX. CONFLICT OF INTEREST AND COMPENSATION
Section 1: Purpose
The purpose of the conflict of interest policy is to protect the interest of Involved Together Inc. when it is contemplating entering into a transaction or arrangement that might benefit the private interest of an officer or member of the Board of Directors or might result in a possible excess benefit transaction. This policy is intended to supplement but not replace any applicable state and federal laws governing conflict of interest applicable to nonprofit and charitable organizations.
Section 2: Definitions
a. Interested Person - Any officer or member of the Board of Directors, who has a direct or indirect financial interest, as defined below, is an interested person.
b. Financial Interest - A person has a financial interest if the person has, directly or indirectly, through business, investment, or family:
1. An ownership or investment interest in any entity with which Involved Together Inc. has a transaction or arrangement,
2. A compensation arrangement with Involved Together Inc. or with any entity or individual with which Involved Together Inc. has a transaction or arrangement, or
3. A potential ownership or investment interest in, or compensation arrangement with, any entity or individual with which Involved Together Inc. is negotiating a transaction or arrangement.
Compensation includes direct and indirect remuneration as well as gifts or favors that are not insubstantial.
A financial interest is not necessarily a conflict of interest. Under Article III, Section 2, a person who has a financial interest may have a conflict of interest only if the appropriate governing board or committee decides that a conflict of interest exists.
Section 3. Procedures
a. Duty to Disclose. In connection with any actual or possible conflict of interest, an interested person must disclose the existence of the financial interest and be given the opportunity to disclose all material facts to the Board of Directors considering the proposed transaction or arrangement.
b. Determining Whether a Conflict of Interest Exists. After disclosure of the financial interest and all material facts, and after any discussion with the interested person, he/she shall leave the meeting while the determination of a conflict of interest is discussed and voted upon. The remaining Board of Directors shall decide if a conflict of interest exists.
c. Procedures for Addressing the Conflict of Interest.
1. An interested person may make a presentation at the Board of Directors meeting, but after the presentation, he/she shall leave the meeting during the discussion of, and the vote on, the transaction or arrangement involving the possible conflict of interest.
2. The Board of Directors may, if appropriate, appoint a disinterested person to investigate alternatives to the proposed transaction or arrangement.
3. After exercising due diligence, the Board of Directors shall determine whether Involved Together Inc. can obtain, with reasonable efforts, a more advantageous transaction or arrangement from a person or entity that would not give rise to a conflict of interest.
4. If a more advantageous transaction or arrangement is not reasonably possible under circumstances not producing a conflict of interest, the Board of Directors shall determine by a majority vote of the disinterested member of the Board of Directors whether the transaction or arrangement is in the best interest of Involved Together Inc., for its own benefit, and whether it is fair and reasonable. In conformity with the above determination, it shall make its decision as to whether to enter into the transaction or arrangement.
d. Violations of the Conflicts of Interest Policy
1. If the Board of Directors has reasonable cause to believe a member has failed to disclose actual or possible conflicts of interest, it shall inform the member of the basis for such belief and afford the member an opportunity to explain the alleged failure to disclose.
2. If, after hearing the member’s response and after making further investigation as warranted by the circumstances, the Board of Directors determines the member has failed to disclose an actual or possible conflict of interest, it shall take appropriate disciplinary and corrective action.
Section 4. Records of Proceedings
The minutes of the Board of Directors and all committees shall contain:
a. The names of the persons who disclosed or otherwise were found to have a financial interest in connection with an actual or possible conflict of interest, the nature of the financial interest, any action taken to determine whether a conflict of interest was present, and the Board of Director's decision as to whether a conflict of interest in fact existed.
b. The names of the persons who were present for discussions and votes relating to the transaction or arrangement, the content of the discussion, including any alternatives to the proposed transaction or arrangement, and a record of any votes taken in connection with the proceedings.
Section 5. Compensation
a. If a member of the Board of Directors requested compensation, directly or indirectly, from Involved Together Inc. for services, they are precluded from voting on matters pertaining to that member’s compensation.
Section 6. Statements
Each member of the Board of Directors shall sign a statement which affirms such person:
a. Has received a copy of the conflicts of interest policy,
b. Has read and understands the policy,
c. Has agreed to comply with the policy, and
d. Understands Involved Together Inc. is charitable and in order to maintain its federal tax exemption it must engage primarily in activities which accomplish one or more of its tax-exempt purposes.
Statements shall be in effect until a change in status is required by a member of the Board of Directors.
Section 7. Periodic Reviews
To ensure Involved Together Inc. operates in a manner consistent with charitable purposes and does not engage in activities that could jeopardize its tax-exempt status, periodic reviews shall be conducted. The periodic reviews shall, at a minimum, include the following subjects:
a. Whether compensation arrangements and benefits are reasonable, based on competent survey information, and the result of arm’s length bargaining.
b. Whether partnerships, joint ventures, and arrangements with management organizations conform to Involved Together Inc.’s written policies, are properly recorded, reflect reasonable investment or payments for goods and services, further charitable purposes and do not result in inurement, impermissible private benefit or in an excess benefit transaction.
Section 8. Use of Outside Experts
When conducting the periodic reviews Involved Together Inc. may, but need not, use outside advisors. If outside experts are used, their use shall not relieve the Board of Directors of its responsibility for ensuring periodic reviews are conducted.
ARTICLE X. INDEMNIFICATION
Section 1. General
To the full extent authorized under the laws of Texas, Involved Together Inc. shall indemnify any director, officer, employee, or agent, or former member, director, officer, employee, or agent of Involved Together Inc., or any person who may have served at Involved Together Inc.’s request as a director or officer (each of the foregoing members, directors, officers, employees, agents, and persons is referred to in this Article individually as an “indemnitee”), against expenses actually and necessarily incurred by such indemnitee in connection with the defense of any action, suit, or proceeding in which that indemnitee is made a party by reason of being or having been such member, director, officer, employee, or agent, except in relation to matters as to which that indemnitee shall have been adjudged in such action, suit, or proceeding to be liable for negligence or misconduct in the performance of a duty. The foregoing indemnification shall not be deemed exclusive of any other rights to which an indemnitee may be entitled under any bylaw, agreement, resolution of the Board of Directors, or otherwise.
Section 2. Expenses
Expenses (including reasonable attorneys’ fees) incurred in defending a civil or criminal action, suit, or proceeding may be paid by Involved Together Inc. in advance of the final disposition of such action, suit, or proceeding, if authorized by the Board of Directors, upon receipt of an undertaking by or on behalf of the indemnitee to repay such amount if it shall ultimately be determined that such indemnitee is not entitled to be indemnified hereunder.
Section 3. Insurance
Involved Together Inc. may purchase and maintain insurance on behalf of any person who is or was a member, director, officer, employee, or agent against any liability asserted against such person and incurred by such person in any such capacity or arising out of such person’s status as such, whether or not Involved Together Inc. would have the power or obligation to indemnify such person against such liability under this Article.
ARTICLE XI. BOOKS AND RECORDS
Involved Together Inc. shall keep complete books and records of account and minutes of the proceedings of the Board of Directors.
ARTICLE XII. AMENDMENTS
Section 1. Articles of Incorporation
The Articles may be amended in any manner at any regular or special meeting of the Board of Directors, provided that specific written notice of the proposed amendment of the Articles setting forth the proposed amendment or a summary of the changes to be effected thereby shall be given to each member of the Board of Directors at least three (3) days in advance of such a meeting if delivered personally, by facsimile, or by e-mail or at least five (5) days if delivered by mail. Any amendments of the Articles shall require the affirmative vote of a majority of the Board of Directors.
Section 2. Bylaws
The Board of Directors may amend these bylaws by majority vote at any regular or special meeting. Written notice setting forth the proposed amendment or summary of the changes to be effected thereby shall be given to each member of the Board of Directors within the time and the manner provided for the giving of notice of meetings of directors.
ADOPTION OF BYLAWS
We, the undersigned, are the Executive Committee of Involved Together Inc., and with agreement from the members of the Board of Directors, we consent to, and hereby do, adopt the foregoing bylaws as the bylaws of Involved Together Inc.
ADOPTED AND APPROVED on Dec 14, 2024.
Craig Utsman, President - Involved Together Inc.
Elizabeth Utsman, Secretary/Treasurer - Involved Together Inc.