Good Faith Communities Coalition bylaws were approved unanimously at the initial Board meeting, June 19, 2013.
GOOD FAITH COMMUNITIES COALITION BYLAWS
1. Name: The name of the Corporation is Good Faith Communities Coalition, Inc. (“GFCC” or the“Coalition”).
2. Principal Office of the Coalition: The Coalition shall have and maintain a registered office and a registered agent. The location of this office and the designation of a registered agent shall be determined by the Board of Directors, which also may establish such other offices and agents as may be deemed necessary.
3. Membership: The participating faith communities are considered partners in the Good Faith Communities Coalition. Individuals and membership organizations not eligible for partnership but share Good Faith’s values and mission are considered Friends of the Coalition.
4. Purposes and Powers: The affairs and activities of the Coalition shall be carried out at all times for the purposes and in accordance with the terms set forth in its Certificate of Incorporation and these Bylaws, and in conformity with all applicable provisions of the Internal Revenue Code of 1986, as amended, (the “Code”) affecting nonprofit organizations qualified for tax exempt status as described in section 501(c)(3) of the Code. Without limiting the generality of the forgoing, the Coalition is an alliance of faith communities located in the District of Columbia intended to provide a forum for faith communities to network, develop a unified public policy, and promote affordable
and sustainable housing for all district residents.
5. Board of Directors:
(a) Duties: Board duties include overseeing the Coalition’s finances, membership and
financial development efforts, organizational priorities, and strategic planning. The Board annually evaluates the work of the Coalition and the outcomes of its efforts.
(b) Classes: There shall be only one class of Director.
(c) Role/Number: A Board of Directors will govern the activities and business of the
Coalition, and that Board will be composed of no more than ten and not fewer than four
(d) Timing of Election/Vacancies: At each annual meeting, the Directors to serve for the
ensuing year will be elected from a slate put forth by the existing Directors. Nominations
shall be sought from the Partner Steering Committee. Vacancies occurring between
annual meetings may be filled for the balance of the term by election by a majority of the remaining members of the Board of Directors.
(e) Term: Each Director will hold office for a term of two years or until a successor is
elected. The initial Board members shall be divided into two approximately equal groups, one-half (1/2) of the members to serve for an initial term of one (1) year and one-half (1/2) to serve for an initial term of two (2) years.
(f) Removal: A Director may be removed, without cause, as determined by a two-thirds
vote of the Board present at any meeting at which there is a quorum. In addition, any
member of the Board may be removed for substantial cause by majority vote of the Board present at any meeting at which there is a quorum. Substantial cause shall include failure to participate in the activities of the Board of Directors as evidenced by the failure to attend at least five (5) consecutive meetings of the Board of Directors.
(g) Resignation: A Director may resign only by submitting a written resignation to the
President or to the other Directors, if the resigning Director is the President.
6. Elected Officers of the Board of Directors:
(a) Election/Vacancies: The officers shall consist of President and Secretary/Treasurer.
The Board of Directors will elect the officers annually from among the members of the
Board. Any vacancy occurring in any office, for whatever reason, will be filled by one of
the Directors, and any Director so elected shall fulfill the term of his/her predecessor.
(b) Term: Officers will serve a term of two (2) years and until their successors are elected, or until they are removed.
(c) Authority and Duties: The officers will have the authority and responsibility delegated
by the Board as follows:
(1) The President shall preside at and conduct all meetings of the Board of
Directors and of the Executive Committee. The President may sign all contracts,
agreements, and other official documents in the name of the Coalition after they
have been approved by the Board; shall serve as representative of the Coalition
in meetings and discussions with faith communities, other organizations, and
government officials and agencies; and shall otherwise perform all of the duties
which are ordinarily the function of the office, or other duties which are assigned
by the Directors. The President may delegate duties and customary authority as
he/she sees fit.
(2) The Secretary/Treasurer shall keep accurate records and minutes of all
meetings of the Coalition Board; shall make available copies of the minutes of
the previous meeting and distribute them in advance of each meeting; shall
cause to be delivered all notices of meetings to those persons entitled to vote at
such meeting; and shall maintain the book of minutes of the Coalition and a
current listing, with phone numbers and home and email addresses, of the
members of the Board of Directors. The Secretary/Treasurer shall oversee the
deposit of funds of the Coalition into the proper accounts of the Coalition; shall
manage all disbursements from such accounts; and shall oversee the
preparation of the books and records of the finances of the Coalition, the
preparation of financial reports for each Board meeting, and the preparation and
filing of all end-of-year financial reports and Federal and District tax reports.
(3) Other officers appointed by the Board shall perform such duties as may be
specified by the Board or by officers given authority over them.
7. Board Meetings:
(a) Annual Meeting: The annual meeting of the Coalition will be held at such date and timed determined by the Board of Directors. Additional regular meetings will be scheduled by the President and approved by the Board, as deemed necessary. Presence at the meeting may, in case of need, be carried out by telephone or other means of electronic communication.
(b) Special Meetings: Special meetings of the Board will be held at any time and at any
place when called by the President or by at least four Directors. Business transacted at
special meetings shall be confined to the purposes of the meeting stated in the notice of
(c) Notice of Meetings: Notice of regular Board meetings, including the annual meeting, will be in writing and delivered at least five (5) days and no more than thirty (30) days before the day of the meeting. Notices of special meetings shall state that it is a special meeting being called and may be given orally or in writing at least forty-eight (48) hours prior to the meeting time. Notice by electronic mail is sufficient under this section. Failure of notice to any member shall not invalidate the meeting or any action taken at the meeting.
(d) Quorum: At a meeting of the Board of Directors, a quorum will consist of half of the
Directors then serving, present in person or via telephone.
(e) Voting: Except as otherwise provided in these Bylaws, decisions of the Board of
Directors shall be by consensus. If consensus can’t be achieved, decisions shall be
made by vote of a majority of those present and voting, but not less than one-third (1/3)
of the Directors then serving. Each Director shall have one vote. Members of the Board
may vote only in person or when attending via telephone.
(f) Audio and Video Conferencing: A meeting of the Board of Directors may be held using audio or video conferencing technology, providing that each participant in the meeting is able to hear and be heard, simultaneously.
(a) The Board of Directors may create committees and imbue them with such authority as it deems appropriate. The President shall appoint persons to chair and serve on those committees, including persons who are not Directors of the Coalition. All such
appointments must be approved by the Board either prior to the appointment or be
ratified at the next Board meeting.
(b) Board Executive Committee: The Executive Committee will consist of the President,
Secretary/Treasurer, and one additional Board member. The Executive Committee shall
develop recommendations with respect to various matters pertaining to the affairs of the
Coalition and shall report such recommendations to the Board of Directors for action. In
instances where special circumstances require expeditious action between meetings of
the Board of Directors, the Executive Committee shall have the power to take the
necessary action subject to any prior limitation imposed by the Board of Directors. The
minutes of the Executive Committee shall include a summary of the circumstances
requiring any expeditious action taken by the Executive Committee, and the minutes shall be submitted to the Board of Directors.
(c) Standing Committees: The President may establish such standing committees as the President determines are appropriate for the conduct of the business of the Coalition. Each committee will include at least one member of the Board of Directors and may include persons who are not members of the Board of Directors. The Board President will appoint members of the Standing Committees.
(d) Partner Steering Committee: The Partner Steering Committee is a standing committee of the Board of Directors. The Committee will consist of two representatives from each partner congregation. The Committee shall select a chair annually at its first meeting and shall meet monthly during the District budget season (January-May) and occasionally during the remainder of the year as appropriate.
(1) Priorities, actions, and events, as well as general business, are discussed.
Representatives are encouraged to seek input from their congregations before
final decisions are made.
(2) Decisions are made by consensus.
(e) Special Committees: The President or the Board of Directors may establish such
special committees as they deem necessary for the functioning of the Coalition. Each
committee will be given a specific charge and term. No special committees will have a
term extending beyond one (1) year unless reappointed by the President or Board of
Directors, as appropriate. The Board of Directors will name the members of special
committees that it establishes. The members of special committees established by the
President shall be named by the President.
9. Appointed Officers and Staff:
(a) The Board of Directors may appoint an Executive Director. Additional staff members will be appointed by the Executive Director.
(b) The Board of Directors may delegate duties and customary authority to the Executive Director. The Board of Directors shall document the duties and authority delegated in a written job description.
(c) The Executive Director is subject to hire/appointment and termination by the Board of Directors. Other appointed staff shall be subject to hire and termination by the Executive Director.
(d) The Executive Director shall establish an organization and leadership structure to serve the purposes of the organization.
(e) The Executive Director shall serve as an ex officio voting member of the Board, shall
attend and participate in meetings of the Board of Directors and of committees, shall
serve as an ex officio member on each committee of the Board.
10. Duality of Interest: Any Board member, officer, employee, or committee member having an interest in a contract or other transaction or determination presented to the Board of Directors or a committee for recommendation, authorization, approval, or ratification, whether adverse of favorable, shall give prompt, full and frank disclosure of his or her interest to the Board of Directors or committee prior to its action on such contract or transaction. The body to which such disclosure is made shall thereupon determine, by majority vote, whether the disclosure shows that a conflict of interest exists or can reasonably be construed to exist. If a conflict is deemed to exist, such person shall not vote on, nor use his or her personal influence on, nor participate
(other than to represent factual information or to respond to questions) in the discussions or deliberations with respect to such contract, transaction or determination. Such person may not be counted in determining the existence of a quorum at any meeting where the contract, transaction, or determination is under discussion or is being voted upon. The minutes of the meeting shall reflect the disclosure made, the vote thereon and, where applicable, the abstention from voting and participation, and whether a quorum was present.
11. Indemnification: The Coalition will indemnify its Directors and officers to the fullest extent permitted by District of Columbia statutory and decisional law, as amended or interpreted, including the advancement of related expenses, upon a determination of the Board of Directors or independent legal counsel appointed by the Board of Directors (who may be regular counsel for the Coalition) made in accordance with applicable statutory standards; provided, however, such indemnification shall only be to the extent permitted of organizations which are exempt from Federal income tax under section 501(c)(3) of the Internal Revenue Code of 1986 (or corresponding provisions of any future United States Internal Revenue law).
12. Exoneration: To the fullest extent permitted by District of Columbia statutory or decisional law, as amended or interpreted, no officer or Director of this Coalition shall be personally liable to the Coalition or its members for money damages; provided, however, that the foregoing limitation of Director and officer liability shall only be to the extent permitted of organizations which are exempt from Federal income tax law under section 501(c)(3) of the Internal Revenue Code of 1986 (or the corresponding provisions of any future United States Internal Revenue law).
13. Insurance: The Coalition shall have the power to purchase and maintain insurance on behalf of any person who is or was a Director, officer, employee, or agent of the Coalition, or who, while a Director, officer, employee, or agent of the Coalition is or was serving any of the entity at the request of the Coalition, and in any capacity, against liability, asserted against and incurred by such person in any such capacity or arising out of such person’s position, whether or not the Coalition would have the power to indemnify him or her against such liability.
14. Miscellaneous Provisions: Except to the extent prohibited by law, the indemnification provided in Section 11, above, will not be deemed exclusive of any other rights to which a person seeking indemnification may be entitled under any bylaw, agreement, vote of disinterested Directors or otherwise, both as to action in his or her official capacity and as to action in any other capacity while holding office, and shall continue as to a person who has ceased to be a Director, officer, employee, or agent of the Coalition and shall inure to the benefit of the heirs, executors, administrators of such person.
15. Compensation: The members of the Board of Directors and the elected officers of the Coalition shall serve without compensation for their services as board members or officers. Directors and officers may be reimbursed for all expenses reasonably incurred on behalf of the Coalition. Nothing in this paragraph is intended to preclude a director from receiving compensation for his/her service to the Coalition in some other capacity. The Board shall determine compensation for the Coordinator or other staff members as deemed appropriate.
16. Inspection of Corporate Records: These bylaws, the roster of Directors, the books of accounts and the minutes or proceedings of the Board of Directors and of the Committees shall be open to inspection within a reasonable period of time after receipt of a written request, addressed to the President or the Secretary of the Coalition by a member of the Coalition for any purpose reasonably related to his/her interest as a member. Such records shall be made available for the same purpose at any Board of Directors meeting when requested by at least three (3) members of the Board of Directors. Inspection may be made in person or by an authorized agent or
attorney, and inspection includes the right to make extracts at the member’s expense.
17. Signature Authority: All checks, notes, acceptances, and orders for payment of money shall be signed by the President or Secretary/Treasurer or other agents of the Coalition designated by the Board of Directors. All checks, notes, acceptances, and orders for payment of money over $5,000 shall be signed by two of the officers or agents designated above. All contracts, leases, and deeds of any kind shall be signed by the President or any other agent of the Coalition designated by the Board of Directors. All funds of the Coalition shall be deposited from time to time to the
credit of the Coalition in those banks, trust companies, or other depositories selected by the Board of Directors.
18. Fiscal Year: The fiscal year of the Coalition shall be from July 1st to June 30th.
19. Action Without Meeting: Any action which the Board of Directors may take when assembled in a meeting may also be taken without a meeting, if consent in writing setting forth the action so taken is signed by all of the Directors entitled to vote with response to the action. Such consent may be compiled via telephone conference call and/or email communications. Such consent shall have the same force and effect as a vote of the Directors assembled and shall be filed with the minutes.
20. Amendments: These bylaws may be amended by a simple majority of the Board of Directors present and entitled to vote at a meeting at which a quorum is present. Any proposed amendment(s) must be submitted to the Directors in writing with written notice of the meeting to decide on the proposed amendment(s) at least ten (10) days prior to the meeting date.
21. Non-discrimination: The Coalition shall not discriminate against any person on the basis of age, sex, race, color, national origin, sexual preference, disability, religion, or political opinion or affiliation in any of its policies, procedures, or practices.
22. Dissolution: The Coalition may be dissolved by a two-thirds vote of the Directors then serving provided that notice of the proposed dissolution has been submitted to the Directors in writing at least thirty (30) days prior to the meeting date. In the event of dissolution, the Board of Directors shall dispose of all the net assets of the Coalition exclusively to such organization(s) which are organized and operated exclusively for charitable or educational purposes as qualify at the time as an exempt organization under section 501(c)(3) of the Internal Revenue Code. Any remaining assets not disposed of by the Board shall be disposed of by the Court in the District of Columbia
exclusively for such purposes.
Adopted by the Board of Directors this _19__ day of _June_ 2013.
/s/ Mark Horak SJ
Dated: June 19, 2013
I, the undersigned, being Secretary of the Coalition, hereby certify that the above is a true complete, and accurate copy of the Bylaws adopted by the Board of Directors.
/s/ John Hisle
Dated: June 19, 2013