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Franciscan Hermitage Ministries, Inc.

A HawaiÕi Non-profit Public Benefit Corporation

 

BY-LAWS

 

ARTICLE I   

NAME

 

1.01   Name

The name of this Corporation shall be Franciscan Hermitage Ministries, Inc., also known as FHM in these Articles.  The Corporation is registered as a non-profit public benefit corporation in the State of Hawai'i and known to the U.S. Internal Revenue Service as EIN 82-1274576.

 

ARTICLE II

PURPOSES AND POWERS

 

2.01 Purpose

 

Members of Franciscan Hermitage Ministries are Franciscan vowed religious sisters and brothers committed wholly to a life of public worship, prayer, education, and charitable works.   FHM's Franciscan spirituality, reverencing all living things including the land, has led to a ministry of reclamation, rehabilitation, and stewardship of valuable and scarce agricultural  resources, of organic farming, and of providing food to the poor.  In this, Franciscan values harmonize with the indigenous values of Hawai'i, in particular malama honua, which teaches a reverence for and stewardship of all living things and especially the A'ina, the land.

 

The religious order to which FHM members belong has standing in the Anglican Communion and staffs an Anglo-Catholic church. The Church and Religious Order together form a non-profit charity recognized by the State of Hawai'i and by the Internal Revenue Service:  the Church of St. Mary and the Angels, Na Pua Li'i Hermitage, Third Order of St. Francis, Inc. (EIN 81-2464259).

 

The scale and diversity of its secular ministries, as distinct from its ministry of public worship and prayer, are sufficiently imposing so as to deserve a distinct corporate, non-profit, charitable organization, which is Franciscan Hermitage Ministries, Inc. FHM's activities are four-fold following the traditions of its spiritual heritage: religious, educational, charitable, and environmental.  

 

Religious Purpose

 

FHM offers spiritual conferences and retreats to promote a deeper awareness of the mystery of God among us.   Our website http://www.franciscanhermitageministries .org publishes daily or weekly conferences in addition to our Facebook page ("Stephen Lally"), which thousands of people read each month.

 

Educational Purpose

 

Beyond religious education, Franciscan Hermitage Ministries, Inc. is chartered to promote the public welfare by teaching advanced technical skills, such as creating websites, networking, and advanced programming, which will enable young people on Hawai'i Island to obtain employment, yet without having to leave their homes.   This program seeks to have impact on local economic development by introducing new dollars into circulation on Hawai'i Island.

 

Charitable Purpose

 

Everything that FHM does is aimed at promoting the public benefit.   FHM's charitable work is most evident to the surrounding community during the course of the year in its production of thousands of pounds of produce all of which is sold far below market price in addition to outright donations made to struggling families, so they may eat healthy and nourishing food.  In addition, FHM assists those face financial challenges, especially the disabled and the elderly, with the care of their properties including arborist and landscaping services, mowing pasture land, and assorted other agricultural service provided gratis to neighbors in need.

 

Environmental Purpose

 

Franciscan Hermitage Ministries, Inc. practices the Franciscan spirituality of reverencing the Created order, known in the Hawai'ian language as malama honua, which expresses a reverence for all living creatures and especially for the sacred character of the land, or A'ina. Accordingly, this ministry

 

(1)  reclaims land from  abuse, removing buried automobiles, parts, or rubble

(2)  protects waterways located in lands under its management

(3)  practices organic farming, seeking to certify as such any lands under its management

(4)  removes invasive species, following organic principles, wherever they may be removed

(5)  promotes endemic and indigenous species whenever possible

(6)  distributes food gratis or substantially below market prices to assist neighbors in need

(7)  assists the working poor, unemployed poor, and elderly in landscaping and arborist services

 

Members of Franciscan Hermitage Ministries, Inc. ministers to all people regardless of their beliefs or unbeliefs.  Franciscan Hermitage Ministries, Inc. does not discriminate on the basis of religious choice in any of our ministries for the public benefit.  For example, families who benefit from our agricultural production need not be Christian or believers of any kind for that matter.   FHM seeks fellowship with everyone, and they pray for anyone.

 

2.02 Powers  

 

The Corporation shall have the power, directly or indirectly, alone or in conjunction or cooperation with others, to do any and all lawful acts which may be necessary or convenient to effect the religious, educational, and charitable purposes described herein and in its Articles of Incorporation.  The powers of the Corporation may include, but not be limited to, the acceptance of contributions from the public and private sectors, whether financial or in-kind contributions.  

 

 

2.03 Nonprofit Status and Exempt Activities Limitation.

 

(a) Nonprofit Legal Status.  The Corporation is a non-profit public benefit corporation in the State of Hawai'i and recognized as being tax exempt under Section 501(c)(3) of the Internal Revenue Code.

 

(b) Exempt Activities Limitation.  Notwithstanding any other provision of these Bylaws, no Director, officer, employee, member, or representative of this Corporation shall take any action or carry on any activity by or on behalf of the Corporation not permitted to be taken or carried on by an organization exempt under Section 501(c)(3) of the Internal Revenue Code as it now exists or may be amended.  No part of the net earnings of the Corporation shall inure to the benefit or be distributable to any Director of the Board, 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 set forth in the Articles of Incorporation and these Bylaws to one (1) or more qualifying organizations described in Section 501(c)(3) of the 1986 Internal Revenue Code (or described in any corresponding provision of any successor statute) which organization or organizations have a charitable purpose which, at least generally, includes a purpose similar to the terminating or dissolving corporation.

 

The organization to receive the assets of Franciscan Hermitage Ministries, Inc. hereunder shall be selected in the discretion of a majority of the managing body of the corporation, and if its Members cannot so agree, then the recipient organization shall be selected pursuant to a verified petition in equity filed in a court of proper jurisdiction against the Franciscan Hermitage Ministries, Inc., by one (1) or more of its managing body which verified petition shall contain such statements as reasonably indicate the applicability of this section. The court upon a finding that this section is applicable shall select the qualifying organization or organizations to receive the assets to be distributed, giving preference if practicable to organizations located within the State of Hawaii

 

In the event that the court shall find that this section is applicable but that there is no qualifying organization known to it which has a charitable purpose, which, at least generally, includes a purpose similar to Franciscan Hermitage Ministries, Inc., then the court shall direct the distribution of its assets lawfully available for distribution to the Treasurer of the State of Hawaii to be added to the general fund.

 

(c) Distribution Upon Dissolution or Departure.  Upon termination or dissolution of the Corporation, any assets lawfully available for distribution shall be distributed.

 

ARTICLE III

MEMBERSHIP

3.01 Membership Classes

 

The Corporation shall have three charter members, who conventual Franciscan vowed religious,

 

The Rev'd Sr. Maryann Berard, TOSF of Kapa'au, Hawai'i,

The Rev'd Sr. Martha B. Mescher, TOSF of Kapa'au, Hawai'i,

The Rev'd Dr. Stephen Lally, TOSF of Kapa'au, Hawai'i,

 

who shall have a right to vote and a title or interest in the Corporation, its properties, and franchises.   Additional members of the Corporation are admitted only by unanimous vote of its members and by a 2/3 approval of the Board of Directors.

 

3.02 Non-Voting Affiliates

 

The Board of Directors may approve classes of non-voting affiliates with rights, privileges, and obligations established by the Board.  Affiliates may be individuals, businesses, and other organizations that seek to support the mission of the Corporation.  The Board, a designated committee of the Board, or any duly elected officer in accordance with Board policy, shall have authority to admit any individual or organization as an affiliate, to recognize representatives of affiliates, and to make determinations as to affiliatesÕ rights, privileges, and obligations.   At no time shall affiliate information be shared with or sold to other organizations or groups without the affiliateÕs consent.  At the discretion of the Board of Directors, affiliates may be given endorsement, recognition, and media coverage at fundraising activities, clinics, other events or at the Corporation website. Affiliates have no voting rights, and are not members of the Corporation.

 3.03 Dues

 

 Any dues for affiliates shall be determined by the Board of Directors.

 

 

ARTICLE IV

BOARD OF DIRECTORS

 

 

4.01 Number of Directors

 

The Corporation shall have a Board of Directors consisting of at least four and not more than nine Directors.  Within these limits, the Board may increase or decrease the number of Directors serving on the Board, including for the purpose of staggering the terms of Directors.

 

4.02 Powers

 

All corporate powers shall be exercised by or under the authority of the Board, and the affairs of The Corporation shall be managed under the direction of the Board, except as otherwise provided by law.

 

4.03 Terms

 

(a)  All Directors shall be elected to serve a one-year term, however the term may be extended until a successor has been elected. 

 

(b)  Director terms shall be staggered so that approximately half the number of Directors will end their terms in any given year. 

 

(c)   Directors may serve terms in succession.

 

(d)  The term of office shall be considered to begin January 1 and end December 31 of the second year in office, unless the term is extended until such time as a successor has been elected.

 

 

 

4.04 Qualifications and Election of Directors

 

In order to be eligible to serve as a Director on the Board of Directors, the individual must be thirty-five years of age and an affiliate within affiliate classifications created by the Board of Directors.  Directors may be elected at any Board meeting by the majority vote of the existing Board of Directors.  The election of Directors to replace those who have fulfilled their term of office shall take place in January of each year.

 

4.05 Vacancies

 

The Board of Directors may fill vacancies due to the expiration of a DirectorÕs term of office, resignation, death, or removal of a Director or may appoint new Directors to fill a previously unfilled Board position, subject to the maximum number of Directors under these Bylaws.

 

(a) Unexpected Vacancies.  Vacancies in the Board of Directors due to resignation, death, or removal shall be filled by the Board for the balance of the term of the Director being replaced.

 

4.06 Removal of Directors

 

A Director may be removed by simple majority vote of the Board of Directors then in office, if:

 

(a)   the Director is absent and unexcused from two or more meetings of the Board of Directors in a twelve month period.  The Board president is empowered to excuse Directors from attendance for a reason deemed adequate by the Board president. The president shall not have the power to excuse him/herself from the Board meeting attendance and in that case, the Board vice president shall excuse the president. Or: 

 

(b)   for cause or no cause, if before any meeting of the Board at which a vote on removal will be made the Director in question is given electronic or written notification of the BoardÕs intention to discuss her/his case and is given the opportunity to be heard at a meeting of the Board.

 

4.07 Board of Directors Meetings.

 

(a)   Regular Meetings.  The Board of Directors shall have a minimum of one (1) regular meeting each calendar year at times and places fixed by the Board. Board meetings shall be held upon four (4) days notice by first-class mail, electronic mail, or facsimile transmission or forty-eight (48) hours notice delivered personally or by telephone.  If sent by mail, facsimile transmission, or electronic mail, the notice shall be deemed to be delivered upon its deposit in the mail or transmission system.  Notice of meetings shall specify the place, day, and hour of meeting.  The purpose of the meeting need not be specified.  Due to the CorporationÕs remoteness from the U.S. Mainland, meetings will usually be conducted via telecommunications (e.g. Skype or telephone).

 

(b)   Special Meetings.  Special meetings of the Board may be called by the president, vice president, secretary, treasurer, or any two (2) other Directors of the Board of Directors.  A special meeting must be preceded by at least 2 days notice to each Director of the date, time, and place, but not necessarily the purpose, of the meeting.

 

(c)   Waiver of Notice.  Any Director may waive notice of any meeting, in accordance with Hawai'i law.

 

 

4.08 Manner of Acting.

 

(a) Quorum.  A majority of the Directors in office immediately before a meeting shall constitute a quorum for the transaction of business at that meeting of the Board. No business shall be considered by the Board at any meeting at which a quorum is not present. 

 

(b) Majority Vote.  Except as otherwise required by law or by the Articles of Incorporation, the act of the majority of the Directors present at a meeting at which a quorum is present shall be the act of the Board.

 

(C) Hung Board Decisions. On the occasion that Directors of the Board are unable to make a decision based on a tied number of votes, the president or treasurer in the order of presence shall have the power to swing the vote based on his/her discretion.

 

(d) Participation.  Except as required otherwise by law, the Articles of Incorporation, or these Bylaws, Directors may participate in a regular or special meeting through the use of any means of communication by which all Directors participating may simultaneously hear each other during the meeting, including in person, internet video meeting or by telephonic conference call.

 

4.09 Compensation for Board Service

 

The Corporation is a volunteer organization run by volunteers. Directors, Incorporators, or Officers of the Corporation shall receive no compensation from the Corporation in recompense for fulfilling their office.

 

The Board may adopt policies providing for reasonable reimbursement of Directors for expenses incurred in conjunction with carrying out Board responsibilities, such as travel expenses to attend Board meetings.

 

4.10 Compensation for Professional Services by Directors

 

Directors are not restricted from being remunerated for needed professional services provided to the Corporation.

 

 

ARTICLE V

COMMITTEES

 

5.01 Committees

 

The Board of Directors may, by the resolution adopted by a majority of the Directors then in office, designate one or more committees, each consisting of two or more Directors, to serve at the pleasure of the Board.  Any committee, to the extent provided in the resolution of the Board, shall have all the authority of the Board, except that no committee, regardless of Board resolution, may:

 

(a)   take any final action on matters which also requires Board MembersÕ approval or approval of a majority of all Members;

 

(b)   fill vacancies on the Board of Directors of any committee which has the authority of the Board;

 

(c)   amend or repeal Bylaws or adopt new Bylaws;

 

(d)   amend or repeal any resolution of the Board of Directors which by its express terms is not so amendable or repealable;

 

(e)   appoint any other committees of the Board of Directors or the members of these committees;

 

(f)   expend corporate funds to support a nominee for Director; or

 

(g)   approve any transaction;

 

(i)    to which the Corporation is a party and one or more Directors have a material financial interest; or

 

(ii)    between the Corporation and one or more of its Directors or between the Corporation or any person in which one or more of its Directors have a material financial interest.

 

 

5.2         Meetings and Action of Committees

 

Meetings and action of the committees shall be governed by and held and taken in accordance with, the provisions of Article IV of these Bylaws concerning meetings of the Directors, with such changes in the context of those Bylaws as are necessary to substitute the committee and its members for the Board of Directors and its Members, except that the time for regular meetings of committees may be determined either by resolution of the Board of Directors or by resolution of the committee.  Special meetings of the committee may also be called by resolution of the Board of Directors.  Notice of special meetings of committees shall also be given to any and all alternate members, who shall have the right to attend all meetings of the committee.  Minutes shall be kept of each meeting of any committee and shall be filed with the corporate records.  The Board of Directors may adopt rules for the governing of the committee not inconsistent with the provision of these Bylaws.

 

 

 

5.3         Informal Action By The Board of Directors

 

Any action required or permitted to be taken by the Board of Directors at a meeting may be taken without a meeting if consent in writing, setting forth the action so taken, shall be agreed by the consensus of a quorum.  For purposes of this section an e-mail transmission from an e-mail address on record constitutes a valid writing.  The intent of this provision is to allow the Board of Directors to use email to approve actions, as long as a quorum of Board Members gives consent.

 

 

ARTICLE VI

OFFICERS

 

6.01 Board Officers

 

The officers of the Corporation shall be a Board president, vice-president, secretary, and treasurer, all of whom shall be chosen by, and serve at the pleasure of, the Board of Directors.  Each Board officer shall have the authority and shall perform the duties set forth in these Bylaws or by resolution of the Board or by direction of an officer authorized by the Board to prescribe the duties and authority of other officers. The Board may also appoint additional vice-presidents and such other officers as it deems expedient for the proper conduct of the business of the Corporation, each of whom shall have such authority and shall perform such duties as the Board of Directors may determine.  One person may hold two or more Board offices, but no Board officer may act in more than one capacity where action of two or more officers is required.

 

 

6.02 Term of Office

 

Each officer shall serve a one-year term of office and may not serve more than three (3) consecutive terms of office. Unless unanimously elected by the Board at the end of his or her three (3) terms or to fill a vacancy in an officer position, each Board officerÕs term of office shall begin upon the adjournment of the Board meeting at which elected and shall end upon the adjournment of the Board meeting during which a successor is elected.

 

6.03 Removal and Resignation

 

The Board of Directors may remove an officer at any time, with or without cause.  Any officer may resign at any time by giving written notice to the Corporation without prejudice to the rights, if any, of the Corporation under any contract to which the officer is a party.  Any resignation shall take effect at the date of the receipt of the notice or at any later time specified in the notice, unless otherwise specified in the notice.  The acceptance of the resignation shall not be necessary to make it effective.

 

 

6.04 Board President

 

The Board president shall be the chief volunteer officer of the Corporation. The Board president shall lead the Board of Directors in performing its duties and responsibilities, including, if present, presiding at all meetings of the Board of Directors, and shall perform all other duties incident to the office or properly required by the Board of Directors.

 

 

 

6.05 Vice President

 

In the absence or disability of the Board president, the ranking vice-president or vice-president designated by the Board of Directors shall perform the duties of the Board president. When so acting, the vice-president shall have all the powers of and be subject to all the restrictions upon the Board president.  The vice-president shall have such other powers and perform such other duties prescribed for them by the Board of Directors or the Board president.  The vice-president shall normally accede to the office of Board president upon the completion of the Board presidentÕs term of office.

 

6.06 Secretary

 

The secretary shall keep or cause to be kept a book of minutes of all meetings and actions of Directors and committees of Directors.  The minutes of each meeting shall state the time and place that it was held and such other information as shall be necessary to determine the actions taken and whether the meeting was held in accordance with the law and these Bylaws.  The secretary shall cause notice to be given of all meetings of Directors and committees as required by the Bylaws. The secretary shall have such other powers and perform such other duties as may be prescribed by the Board of Directors or the Board president.  The secretary may appoint, with approval of the Board, a Director to assist in performance of all or part of the duties of the secretary.

 

6.07 Treasurer

 

The treasurer shall be the lead Director for oversight of the financial condition and affairs of the Corporation.  The treasurer shall oversee and keep the Board informed of the financial condition of the Corporation and of audit or financial review results.  In conjunction with other Directors or officers, the treasurer shall oversee budget preparation and shall ensure that appropriate financial reports, including an account of major transactions and the financial condition of the Corporation, are made available to the Board of Directors on a timely basis or as may be required by the Board of Directors.  The treasurer shall perform all duties properly required by the Board of Directors or the Board president.  The treasurer may appoint, with approval of the Board a qualified fiscal agent or member of the staff to assist in performance of all or part of the duties of the treasurer.

 

6.08 Non-Director Officers

 

The Board of Directors may designate additional officer positions of the Corporation and may appoint and assign duties to other non-Director officers of the Corporation.

 

 

 

                                                    

 

 

ARTICLE VII

CONTRACTS, CHECKS, LOANS,

INDEMNIFICATION AND RELATED MATTERS

 

7.01 Contracts and other Writings

 

Except as otherwise provided by resolution of the Board or Board policy, all contracts, deeds, leases, mortgages, grants, and other agreements of the Corporation shall be executed on its behalf by the treasurer or other persons to whom the Corporation has delegated authority to execute such documents in accordance with policies approved by the Board.

 

7.02 Checks, Drafts

 

All checks, drafts, or other orders for payment of money, notes, 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.

 

 

7.03 Deposits

 

All funds of the Corporation not otherwise employed shall be deposited from time to time to the credit of the Corporation in such banks, trust companies, or other depository as the Board or a designated committee of the Board may select.

 

 

7.04 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. Such authority may be general or confined to specific instances.

 

 

7.05 Indemnification

 

(a) Mandatory Indemnification.  The Corporation shall indemnify a Director or former Director, who was wholly successful, on the merits or otherwise, in the defense of any proceeding to which he or she was a party because he or she is or was a Director of the Corporation against reasonable expenses incurred by him or her in connection with the proceedings.

 

(b) Permissible Indemnification.  The Corporation shall indemnify a Director or former Director made a party to a proceeding because he or she is or was a Director of the Corporation, against liability incurred in the proceeding, if the determination to indemnify him or her has been made in the manner prescribed by the law and payment has been authorized in the manner prescribed by law.

 

(c) Advance for Expenses.  Expenses incurred in defending a civil or criminal action, suit or proceeding may be paid by the Corporation in advance of the final disposition of such action, suit or proceeding, as authorized by the Board of Directors in the specific case, upon receipt of (I) a written affirmation from the Director, officer, employee or agent of his or her good faith belief that he or she is entitled to indemnification as authorized in this article, and (II) an undertaking by or on behalf of the Director, officer, employee or agent to repay such amount, unless it shall ultimately be determined that he or she is entitled to be indemnified by the Corporation in these Bylaws.

 

(d) Indemnification of Officers, Agents and Employees.  An officer of the Corporation who is not a Director is entitled to mandatory indemnification under this article to the same extent as a Director.  The Corporation may also indemnify and advance expenses to an employee or agent of the Corporation who is not a Director, consistent with Hawai'i Law and public policy, provided that such indemnification, and the scope of such indemnification, is set forth by the general or specific action of the Board or by contract.

 

 

ARTICLE VIII

MISCELLANEOUS

 

8.01 Books and Records

 

The Corporation shall keep correct and complete books and records of account and shall keep minutes of the proceedings of all meetings of its Board of Directors, a record of all actions taken by Board of Directors without a meeting, and a record of all actions taken by committees of the Board.  In addition, the Corporation shall keep a copy of the CorporationÕs Articles of Incorporation and Bylaws as amended to date. 

 

8.02 Fiscal Year

 

The fiscal year of the Corporation shall be from January 1 to December 31 of each year. 

 

 

8.03 Conflict of Interest

 

The Board shall adopt and periodically review a conflict of interest policy to protect the Corporation's interest when it is contemplating any transaction or arrangement which may benefit any Director, officer, employee, affiliate, or member of a committee with Board-delegated powers.

 

8.04 Nondiscrimination Policy

 

The officers, Directors, committee members, employees, and persons served by this Corporation shall be selected entirely on a nondiscriminatory basis with respect to age, sex, race, religion, national origin, and sexual orientation.  It is the policy of the Corporation  not to discriminate on the basis of race, religion, creed, sex, age, ancestry, marital status, physical disability, veteranÕs status, political service or affiliation, or national origin.

 

8.05 Bylaw Amendment

 

These Bylaws may be amended, altered, repealed, or restated by a vote of the majority of the Board of Directors then in office at a meeting of the Board, provided, however,

 

(a)   that no amendment shall be made to these Bylaws which would cause the Corporation to cease to qualify as an exempt Corporation under Section 501(c)(3) of the Internal Revenue Code of 1986, or the corresponding section of any future Federal tax code;  and, 

 

(b)  that an amendment does not affect the voting rights of Directors. An amendment that does affect the voting rights of Directors further requires ratification by a two-thirds (⅔) vote of a quorum of Directors at a Board meeting.

 

(c)   that all amendments be consistent with the Articles of Incorporation.

 

 

ARTICLE IX

COUNTERTERRORISM AND DUE DILIGENCE POLICY

 

In furtherance of its exemption by contributions to other organizations, domestic or foreign, the Corporation  shall stipulate how the funds will be used and shall require the recipient to provide the Corporation with detailed records and financial proof of how the funds were utilized.

 

Although adherence and compliance with the US Department of the TreasuryÕs publication the ÒVoluntary Best Practice for US. Based CharitiesÓ is not mandatory, the Corporation  willfully and voluntarily recognizes and puts to practice these guidelines and suggestions to reduce, develop, re-evaluate and strengthen a risk-based approach to guard against the threat of diversion of charitable funds or exploitation of charitable activity by terrorist organizations and their support networks.

 

The Corporation  shall also comply and put into practice the federal guidelines, suggestion, laws and limitation set forth by pre-existing U.S. legal requirements related to combating terrorist financing, which include, but are not limited to, various sanctions programs administered by the Office of Foreign Assets Control (OFAC) in regard to its foreign activities.

 

 

ARTICLE X

DOCUMENT RETENTION POLICY

 

10.01 Purpose

 

The purpose of this document retention policy is establishing standards for document integrity, retention, and destruction and to promote the proper treatment of the Corporation  records.

 

10.02 Policy

 

Section 1. General Guidelines. Records should not be kept if they are no longer needed for the operation of the business or required by law. Unnecessary records should be eliminated from the files. The cost of maintaining records is an expense which can grow unreasonably if good housekeeping is not performed. A mass of records also makes it more difficult to find pertinent records.

 

From time to time, the Corporation may establish retention or destruction policies or schedules for specific categories of records in order to ensure legal compliance, and also to accomplish other objectives, such as preserving intellectual property and cost management. Several categories of documents that warrant special consideration are identified below. While minimum retention periods are established, the retention of the documents identified below and of documents not included in the identified categories should be determined primarily by the application of the general guidelines affecting document retention, as well as the exception for litigation relevant documents and any other pertinent factors.

 

Section 2. Exception for Litigation Relevant Documents. The Corporation expects all officers, Directors, and employees to comply fully with any published records retention or destruction policies and schedules, provided that all officers, Directors, and employees should note the following general exception to any stated destruction schedule: If you believe, or the Corporation informs you, that corporate records are relevant to litigation, or potential litigation (i.e. a dispute that could result in litigation), then you must preserve those records until it is determined that the records are no longer needed. That exception supersedes any previously or subsequently established destruction schedule for those records.

 

Section 3. Minimum Retention Periods for Specific Categories

 

(a) Corporate Documents. Corporate records include the CorporationÕs Articles of Incorporation, By-Laws and IRS Form 1023 and Application for Exemption. Corporate records should be retained permanently. IRS regulations require that the Form 1023 be available for public inspection upon request.

(b) Tax Records. Tax records include, but may not be limited to, documents concerning payroll, expenses, proof of contributions made by donors, accounting procedures, and other documents concerning the CorporationÕs revenues. Tax records should be retained for at least seven years from the date of filing the applicable return.

(c) Employment Records/Personnel Records. State and federal statutes require the Corporation to keep certain recruitment, employment and personnel information. The Corporation should also keep personnel files that reflect performance reviews and any complaints brought against the Corporation or individual employees under applicable state and federal statutes. The Corporation should also keep in the employee's personnel file all final memoranda and correspondence reflecting performance reviews and actions taken by or against personnel. Employment applications should be retained for three years. Retirement and pension records should be kept permanently. Other employment and personnel records should be retained for seven years.

(d) Board and Board Committee Materials. Meeting minutes should be retained in perpetuity in the CorporationÕs minute book. A clean copy of all other Board and Board Committee materials should be kept for no less than three years by the Corporation.

(e) Press Releases/Public Filings. The Corporation should retain permanent copies of all press releases and publicly filed documents under the theory that the Corporation should have its own copy to test the accuracy of any document a member of the public can theoretically produce against the Corporation.

(f) Legal Files. Legal counsel should be consulted to determine the retention period of particular documents, but legal documents should generally be maintained for a period of ten years.

(g) Marketing and Sales Documents. The Corporation should keep final copies of marketing and sales documents for the same period of time it keeps other corporate files, generally three years. An exception to the three-year policy may be sales invoices, contracts, leases, licenses, and other legal documentation. These documents should be kept for at least three years beyond the life of the agreement.

(h) Development/Intellectual Property and Trade Secrets. Development documents are often subject to intellectual property protection in their final form (e.g., patents and copyrights). The documents detailing the development process are often also of value to the Corporation and are protected as a trade secret where the Corporation:

(i) derives independent economic value from the secrecy of the information; and

(ii) has taken affirmative steps to keep the information confidential.

The Corporation should keep all documents designated as containing trade secret information for at least the life of the trade secret.

(i) Contracts. Final, execution copies of all contracts entered into by the Corporation should be retained. The Corporation should retain copies of the final contracts for at least three years beyond the life of the agreement, and longer in the case of publicly filed contracts.

(j) Correspondence. Unless correspondence falls under another category listed elsewhere in this policy, correspondence should generally be saved for two years.

(k) Banking and Accounting. Accounts payable ledgers and schedules should be kept for seven years. Bank reconciliations, bank statements, deposit slips and checks (unless for important payments and purchases) should be kept for three years. Any inventories of products, materials, and supplies and any invoices should be kept for seven years.

(l) Insurance. Expired insurance policies, insurance records, accident reports, claims, etc. should be kept permanently.

(m) Audit Records. External audit reports should be kept permanently. Internal audit reports should be kept for three years.

Section 4. Electronic Mail. E-mail that needs to be saved should be either:

 

(i) printed in hard copy and kept in the appropriate file; or

(ii) downloaded to a computer file and kept electronically or on disk as a separate file. The retention period depends upon the subject matter of the e-mail, as covered elsewhere in this policy.

 

ARTICLE XI

Transparency and Accountability

Disclosure of Financial Information With The General Public

 

11.01 Purpose

 

By making full and accurate information about its mission, activities, finances, and governance publicly available, the Corporation  practices and encourages transparency and accountability to the general public. This policy will:

(a)   indicate which documents and materials produced by the Corporation are presumptively open to staff and/or the public

(b)  indicate which documents and materials produced by the Corporation are presumptively closed to staff and/or the public

(c)   specify the procedures whereby the open/closed status of documents and materials can be altered.

The details of this policy are as follow:

11.02   Financial and IRS documents (The form 1023 and the form 990)

The Corporation  shall provide its Internal Revenue forms 990, 990-T, 1023 and 5227, bylaws, conflict of interest policy, and financial statements to the general public for inspection free of charge.

11.03   Means and Conditions of Disclosure

The Corporation shall make ÒWidely AvailableÓ the aforementioned documents on its internet website: http://www.franciscanhermitageministries.org to be viewed and inspected by the general public.

(a)   The documents shall be posted in a format that allows an individual using the Internet to access, download, view and print them in a manner that exactly reproduces the image of the original document filed with the IRS (except information exempt from public disclosure requirements, such as contributor lists).

 

(b)  The website shall clearly inform readers that the document is available and provide instructions for downloading it.

 

(c)   The Corporation shall not charge a fee for downloading the information. Documents shall not be posted in a format that would require special computer hardware or software (other than software readily available to the public free of charge).

 

(d)  The Corporation shall inform anyone requesting the information where this information can be found, including the web address. This information must be provided immediately for in-person requests and within seven days for mailed requests.

 

11.04 IRS Annual Information Returns (Form 990)

 

The Corporation shall submit the Form 990 to its Board of Directors prior to the filing of the Form 990. While neither the approval of the Form 990 or a review of the 990 is required under Federal law, the CorporationÕs Form 990 shall be submitted to each member of the Board of DirectorÕs via (hard copy or email) at least ten days before the Form 990 is filed with the IRS.

 

11.05 Board

(a)   All Board deliberations shall be open to the public except where the Board passes a motion to make any specific portion confidential.

(b)  All Board minutes shall be open to the public once accepted by the Board, except where the Board passes a motion to make any specific portion confidential.

(c)   All papers and materials considered by the Board shall be open to the public following the meeting at which they are considered, except where the Board passes a motion to make any specific paper or material confidential.

11.06 Staff Records

 

(a)   All staff records shall be available for consultation by the staff member concerned or by their legal representatives.

(b)  No staff records shall be made available to any person outside the Corporation except the authorized governmental agencies.   

(c)   Within the Corporation, staff records shall be made available only to those persons with managerial or personnel responsibilities for that staff member, except that

(d)  Staff records shall be made available to the Board when requested.

11.07 Donor Records

 

(a)   All donor records shall be available for consultation by the members and donors concerned or by their legal representatives.

(b)  No donor records shall be made available to any other person outside the Corporation except the authorized governmental agencies. 

(c)   Within the Corporation, donor records shall be made available only to those persons with managerial or personnel responsibilities for dealing with those donors, except that ;

(d)  donor records shall be made available to the Board when requested. 

 

 

ARTICLE XII

CODES OF ETHICS AND WHISTLEBLOWER POLICY

 

12.01 Purpose

 

The Corporation requires and encourages Directors, officers and employees to observe and practice high standards of business and personal ethics in the conduct of their duties and responsibilities. The employees and representatives of the Corporation must practice honesty and integrity in fulfilling their responsibilities and comply with all applicable laws and regulations. It is the intent of The Corporation to adhere to all laws and regulations that apply to the Corporation and the underlying purpose of this policy is to support the CorporationÕs goal of legal compliance. The support of all corporate staff is necessary to achieving compliance with various laws and regulations.

 

12.02 Reporting Violations

If any Director, officer, staff or employee reasonably believes that some policy, practice, or activity of the Corporation is in violation of law, a written complaint must be filed by that person with the vice president or the Board president.

 

12.03 Acting in Good Faith

Anyone filing a complaint concerning a violation or suspected violation of the Code must be acting in good faith and have reasonable grounds for believing the information disclosed indicates a violation of the Code. Any allegations that prove not to be substantiated and which prove to have been made maliciously or knowingly to be false shall be viewed as a serious disciplinary offense.

 

12.04 Retaliation

Said person is protected from retaliation only if she or he brings the alleged unlawful activity, policy, or practice to the attention of the Corporation and provides the Corporation  with a reasonable opportunity to investigate and correct the alleged unlawful activity. The protection described below is only available to individuals that comply with this requirement.

The Corporation shall not retaliate against any Director, officer, staff or employee who in good faith, has made a protest or raised a complaint against some practice of the Corporation  or of another individual or entity with whom the Corporation  has a business relationship, on the basis of a reasonable belief that the practice is in violation of law, or a clear mandate of public policy.

The Corporation shall not retaliate against any Director, officer, staff or employee who discloses or threatens to disclose to a supervisor or a public body, any activity, policy, or practice of the Corporation  that the individual reasonably believes is in violation of a law, or a rule, or regulation mandated pursuant to law or is in violation of a clear mandate of public policy concerning the health, safety, welfare, or protection of the environment.

12.05 Confidentiality

Violations or suspected violations may be submitted on a confidential basis by the complainant or may be submitted anonymously. Reports of violations or suspected violations shall be kept confidential to the extent possible, consistent with the need to conduct an adequate investigation.

12.06 Handling of Reported Violations

The Board president or vice president shall notify the sender and acknowledge receipt of the reported violation or suspected violation within five business days. All reports shall be promptly investigated by the Board and its appointed committee and appropriate corrective action shall be taken if warranted by the investigation.

This policy shall be made available to all Directors, officers, staffs or employees and they shall have the opportunity to ask questions about the policy.

 

 

ARTICLE XIII

AMENDMENT OF Articles of InCorporation

 

 

13.01 Amendment

Any amendment to the Articles of Incorporation may be adopted by approval of two-thirds (2/3) of the Board of Directors. 

CERTIFICATE OF ADOPTION OF BYLAWS

 

I do hereby certify that the above stated Bylaws of the Corporation were approved by the Corporation  Board of Directors on June 11, 2016 and constitute a complete copy of the Bylaws of the Corporation. 

 

The RevÕd Dr. Stephen W. Lally, TOSF, Secretary:  ___________________________________

 

                                                                          Date:  ________________________