SAVING CASE & FRIENDS, INC.
AMENDED AND RESTATED NON-PROFIT CORPORATE BYLAWS
Table of Contents
Article 1 Name
Article 2 Purposes and Powers
Article 3 Membership
Article 4 Board of Directors
Article 5 Committees
Article 6 Officers
Article 7 Contracts, Checks, Loans, Indemnification and Related Matters
Article 8 Miscellaneous
Article 9 Counterterrorism and Due Diligence Policy
Article 10 Transparency and Accountability
Article 11 Code of Ethics and Whistleblower Policy
Article 12 Amendment of Articles of Incorporation
The name of this corporation shall be Saving Case & Friends, Inc. (the “Foundation”). The business of the Foundation may be conducted as Saving Case & Friends, Inc., Saving Case & Friends, Saving Case.
PURPOSES AND POWERS
Saving Case & Friends, Inc. is a non-profit corporation and shall be operated exclusively for educational and charitable purposes within the meaning of Section 501 (c)(3) of the Internal Revenue Code of 1986, or the corresponding section of any future Federal tax code.
The Foundation’s purpose is to raise funds to support and enhance the activities of research, development, and facilities dedicated to solving and treating Mucopolysaccharidosis (“MPS”), with a focus on MPS type II, “Hunter Syndrome.”
To maximize our impact on current efforts, we may seek to collaborate with other non-profit organizations which fall under the 501(c)(3) section of the internal revenue code and are operated exclusively for educational and charitable purposes.
At times, per the discretion of the board of directors, we may provide internships or volunteer opportunities which shall provide opportunities for involvement in said activities and programs in order to have a greater impact for change.
The Foundation 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 affect the charitable purposes, for which the Foundation is organized, and to aid or assist other organizations or persons whose activities further accomplish, foster, or attain such purposes. The powers of the Foundation 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. Saving Case & Friends, Inc. is a Tennessee non-profit public benefit corporation, tax exempt under Section 501(c)(3) of the United States Internal Revenue Code.
(b) Exempt Activities Limitation. Notwithstanding any other provision of these Bylaws, no director, officer, staff member, member, or representative of the Foundation shall take any action or carry on any activity by or on behalf of the Foundation 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, or by any organization contributions to which are deductible under Section 170(c)(2) of such Code and Regulations as it now exists or may be amended. No part of the net earnings of the Foundation shall inure to the benefit or be distributable to any director, officer, member, or other private person, except that the Foundation 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.
(c) Distribution Upon Dissolution. Upon termination or dissolution of the Foundation, any assets lawfully available for distribution shall be distributed 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 Foundation.
The organization to receive the assets of the Foundation hereunder shall be selected in the discretion of a majority of the managing body of the Foundation, 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 Foundation, 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 Tennessee.
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 the Foundation, then the court shall direct the distribution of its assets lawfully available for distribution to the Treasurer of the State of Tennessee to be added to the general fund.
3.01 No Membership Classes
The Foundation shall have no members who have any right to vote or title or interest in or to the Foundation, its properties and franchises.
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 Foundation. 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 affiliates’ rights, privileges, and obligations. At no time shall affiliate information be shared with or sold to other organizations or groups without the affiliate’s 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 Foundation website. Affiliates have no voting rights, and are not members of the Foundation.
Any dues for affiliates shall be determined by the board of directors.
4.01 Number of Directors
The Foundation shall have a board of directors consisting of at least 4 and no more than 15 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.
All corporate powers shall be exercised by or under the authority of the board and the affairs of the Foundation shall be managed under the direction of the board, except as otherwise provided by law.
(a) All directors shall be elected to serve a two-year term or until his/her successor is qualified and appointed or 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
(a) Qualifications / Family Representation. In order to be eligible to serve as a director on the board of directors, the individual must be 18 years of age. By no later than the two-year anniversary of the formation of the corporation, at least 25% but no more than 50% of the board members shall consist of individuals who have had an immediate family member diagnosed with Hunter Syndrome. If resignation, removal, or other change in the composition of the board shall cause the board membership to be out of compliance with this section, then additional board members shall be appointed or elected in accordance with Section 4.05 within a reasonable time thereafter to comply with the above requirement.
(b) Optional Husband/Wife Director. A husband and wife may choose to run for or be appointed to the same Director position. The couple shall have one vote and would count as one position towards the Director position count. Only one individual of the couple may hold an officer position at the same time.
(c) Election. 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.
(d) Scientific Advisory Board Representation. One member of the Scientific Advisory Board elected by the Scientific Advisory Board may serve as a nonvoting ex-officio Director, not subject to term limits and not subject to the maximum Director count.
(e) Committee Participation. Directors are to chair or actively participate on a minimum of one standing committee as directed by the Board President.
The board of directors may fill vacancies due to the expiration of a director’s 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 two-thirds 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 board’s 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 four (4) regular meetings 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.
(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 the purpose, of the meeting.
(c) Waiver of Notice. Any director may waive notice of any meeting, in accordance with Tennessee 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
Directors shall receive no compensation for carrying out their duties as directors. 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 professional services provided to the Foundation. Such remuneration shall be reasonable and fair to the Foundation and must be reviewed and approved in accordance with the board Conflict of Interest policy and state law.
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 members’ approval or approval of a majority of all members;
(b) fill vacancies on the board of directors of in 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 Foundation is a party and one or more directors have a material financial interest; or
(ii) between the Foundation and one or more of its directors or between the Foundation or any person in which one or more of its directors have a material financial interest.
5.02 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.
5.03 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.
6.01 Board Officers
The officers of the Foundation 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 Foundation, 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 two-year term of office. Each board officer’s 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 Foundation without prejudice to the rights, if any, of the Foundation 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 Foundation. The board president shall lead the board of directors in performing its duties and responsibilities, including, if present:
(a) Preside at all meetings of the board of directors and set the agenda therefor,
(b) Establish committees and work groups as appropriate to meet the goals and objectives of the Foundation, appoint the Chairs of the standing committees and work groups,
(c) Appoint Affiliates to the committees and work groups,
(d) Serve as ex-officio (non-voting) member of all committees,
(e) Serve as the Foundation’s official representative during his/her term,
(f) Operate and conduct the business and affairs of the Foundation according to the orders and resolutions of the Board of Directors, and
(g) Perform other duties incident to the office, described in these bylaws, or assigned 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. In addition, the vice-president shall:
(a) Oversee and certify the election of the Board of Directors as mandated in the bylaws,
(b) Assist the President in the discharge of his or her duties and preside at meetings in the absence of the President,
(c) Monitor the record of actions taken by motions at each meeting and items requiring follow-up on the agenda for the next meeting,
(d) Act as the parliamentarian for the Foundation, and
(e) Perform other duties in accordance with the orders and resolutions of the Board of Directors or the board president.
The secretary shall:
(a) Keep or cause to be kept a book of minutes of all meetings and actions of directors and committees of directors stating 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,
(b) Cause notice to be given of all meetings of directors and committees as required by the Bylaws,
(c) Such other powers and perform such other duties as may be prescribed by the board of directors or the board president, including the ability to appoint, with approval of the board, a director to assist in performance of all or part of the duties of the secretary.
The treasurer shall be the lead director for oversight of the financial condition and affairs of the Foundation. The treasurer shall:
(a) Oversee and keep the board informed of the financial condition of the Foundation and of audit or financial review results,
(b) In conjunction with other directors or officers, oversee budget preparation,
(c) Ensure that appropriate financial reports, including an account of major transactions and the financial condition of the Foundation, are made available to the board of directors on a timely basis or as may be required by the board of directors,
(d) Perform all duties properly required by the board of directors or the board president, including the ability to 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 Foundation and may appoint and assign duties to other non-director officers of the Foundation.
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 Foundation shall be executed on its behalf by the treasurer or other persons to whom the Foundation 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 Foundation, shall be signed by such officer or officers, agent or agents, of the Foundation and in such manner as shall from time to time be determined by resolution of the board.
All funds of the Foundation not otherwise employed shall be deposited from time to time to the credit of the Foundation in such banks, trust companies, or other depository as the board or a designated committee of the board may select.
No loans shall be contracted on behalf of the Foundation 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.
(a) Mandatory Indemnification. The Foundation 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 Foundation against reasonable expenses incurred by him or her in connection with the proceedings.
(b) Permissible Indemnification. The Foundation shall indemnify a director or former director made a party to a proceeding because he or she is or was a director of the Foundation, 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 Foundation 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, staff member 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, staff member or agent to repay such amount, unless it shall ultimately be determined that he or she is entitled to be indemnified by the Foundation in these Bylaws.
(d) Indemnification of Officers, Agents and Staff Members. An officer of the Foundation who is not a director is entitled to mandatory indemnification under this article to the same extent as a director. The Foundation may also indemnify and advance expenses to a staff member or agent of the Foundation who is not a director, consistent with Tennessee 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.
8.01 Books and Records
The Foundation 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 Foundation shall keep a copy of the Foundation’s Articles of Incorporation and Bylaws as amended to date.
8.02 Fiscal Year
The fiscal year of the Foundation 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 Foundation’s interest when it is contemplating any transaction or arrangement which may benefit any director, officer, staff member, affiliate, or member of a committee with board-delegated powers.
8.04 Nondiscrimination Policy
The officers, directors, committee members, staff members, and persons served by this Foundation shall be selected entirely on a nondiscriminatory basis with respect to age, sex, race, religion, and national origin. It is the policy of the Foundation not to discriminate on the basis of race, creed, ancestry, marital status, gender, age, physical disability, veteran’s status, political service or affiliation, color, religion, 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 Foundation 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 vote of a quorum of directors at a Board meeting.
(c) that all amendments be consistent with the Articles of Incorporation.
COUNTERTERRORISM AND DUE DILIGENCE POLICY
In furtherance of its exemption by contributions to other organizations, domestic or foreign, the Foundation shall stipulate how the funds will be used and shall require the recipient to provide the Foundation with records of how the funds were utilized.
Although adherence and compliance with the US Department of the Treasury’s publication the “Voluntary Best Practice for US. Based Charities” is not mandatory, the Foundation 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.
TRANSPARENCY AND ACCOUNTABILITY
Disclosure of Financial Information With The General Public
By making full and accurate information about its mission, activities, finances, and governance publicly available, the Foundation practices and encourages transparency and accountability to the general public.
10.02 Financial and IRS documents (The form 1023 and the form 990)
The Foundation 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.
10.03 IRS Annual Information Returns (Form 990)
The Foundation 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 Foundation’s Form 990 shall be submitted to each member of the board of directors via (hard copy or email) at least 10 days before the Form 990 is filed with the IRS.
10.04 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 Foundation except the authorized governmental agencies.
(c) Within the Foundation, 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.
CODES OF ETHICS AND WHISTLEBLOWER POLICY
The Foundation requires and encourages directors, officers and staff members to observe and practice high standards of business and personal ethics in the conduct of their duties and responsibilities. The staff members and representatives of the Foundation must practice honesty and integrity in fulfilling their responsibilities and comply with all applicable laws and regulations. It is the intent of the Foundation to adhere to all laws and regulations that apply to the Foundation and the underlying purpose of this policy is to support the Foundation’s goal of legal compliance. The support of all corporate staff is necessary to achieving compliance with various laws and regulations.
11.02 Reporting Violations
If any director, officer, or staff reasonably believes that some policy, practice, or activity of the Foundation is in violation of law, a written complaint must be filed by that person with the vice president or the board president.
11.03 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.
Said person is protected from retaliation only if she/he brings the alleged unlawful activity, policy, or practice to the attention of the Foundation and provides the Foundation 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 Foundation shall not retaliate against any director, officer, or staff member who in good faith, has made a protest or raised a complaint against some practice of the Foundation or of another individual or entity with whom the Foundaiton 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 Foundation shall not retaliate against any director, officer, or staff member who discloses or threatens to disclose to a supervisor or a public body, any activity, policy, or practice of the Foundation 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.
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.
11.06 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, or staff members and they shall have the opportunity to ask questions about the policy.
Any amendment to the Articles of Incorporation may be adopted by approval of two-thirds (2/3) of the board of directors.