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THRIVE ADVOCATES FOR BEHAVIORAL HEALTH, INC
Formal Documented Bylaws: Purpose and Justification
January 23, 2022
These Bylaws have been agreed to as the set of rules that will guide conduct of THRIVE ADVOCATES FOR BEHAVIORAL HEALTH, INC
THRIVE ADVOCATES FOR BEHAVIORAL HEALTH, INC has elected to establish these governing bylaws. Missouri law requires at a minimum 3 board directors and an approved set of bylaws
The success of THRIVE ADVOCATES FOR BEHAVIORAL HEALTH, INC 501(c)(3) depends in large part on these well-established structures and methods for making decisions and implementing the programs it develops. The well-developed set of bylaws found in this document will facilitate the work of the organization. The adoption of these bylaws by board members and committees of THRIVE ADVOCATES FOR BEHAVIORAL HEALTH, INC as an agreed upon set of rules that guide the conduct of THRIVE ADVOCATES FOR BEHAVIORAL HEALTH, INC will make difficult decisions less divisive.
A well-developed set of guidelines for decision-making shall make it easier to discuss difficult issues without the debate getting personal and causing irreparable damage to the relationships among the leadership of the organization. There are many instances where confusion over how decisions would be made or who was responsible for certain decisions have caused otherwise effective organizations to disintegrate.
The following are questions THRIVE ADVOCATES FOR BEHAVIORAL HEALTH has chosen to consider and answer as a first step in establishing governing structure:
I. What is the name of the organization?
a. THRIVE ADVOCATES FOR BEHAVIORAL HEALTH
II. What is the purpose or mission of the organization?
a. Thrive Advocates for Behavioral Health Is A Parent-Led Grassroots Movement than hopes to improve the identification and treatment of Mental Health and Substance Use Disorder Services for Young People Aged 26 And Younger.
III. What kind of corporate structure will be established?
a. A perpetual board. A self-perpetuating board of directors managing its membership subject to its own regulations. It shall set terms dictating how long a director can serve, and shall elect and re-elect directors itself without input from external members of the organization.
IV. Who are the initial board members?
a. President: OPEN POSITION (DUE TO RESIGNATION ACCEPTED January 18, 2022)
b. Chairperson: Patty Silver
c. Vice Chairperson: Ron Murphy
d. Secretary: Ellen Ranney
e. Assistant Secretary: Jovana Ladd
f. Treasurer: Jayne Luebbert Murphy
a. There will be an annual meeting conducted over zoom before the end of Q1 of the fiscal year. The annual meeting will be held over Zoom.
b. Members of the board of directors or of any committees designated by the board of directors may participate in a meeting of the board or committee by means of conference telephone or similar communications technology whereby all persons participating in the meeting can communicate with each other. Participation in a meeting in this manner shall constitute presence in person at the meeting.
c. The annual meeting shall be held for the purpose of electing officers and directors, reviewing and amending bylaws and transacting other business as may come before the meeting.
d. Special meetings of the board of directors may be called by or at the request of the chairperson, or in the absence of the chairperson, by the secretary, or any two directors.
e. Any action which is required to be or may be taken at a meeting of the directors, or of any committee of the directors, may be taken without a meeting if consents in writing set forth the action to be taken and are signed by all members of the board or of the committee as the case may be. The consent shall have the same force as the effect of a unanimous vote at a meeting duly held and may be stated as such in any certificate or document. The secretary shall file the consents with the minutes of the meetings of the board of directors or of the committee as the case may be
f. Two-thirds of the incumbent members of the board of directors shall constitute a quorum for the transacting of business at any meeting of the board of directors.
g. The president (non-director board officer) shall only cast a vote pertaining to decisions made by the board of directors when a vote of the regular board directors results in a tie. In such an instance the vote of the president is required.
h. Only the treasure and secretary have check writing privileges. The president, chairperson, vice chairpersons and assistant secretary do not have check writing privileges.
ARTICLE l, THRIVE ADVOCATES FOR BEHAVIORAL HEALTH, INC
1.01 THRIVE ADVOCATES FOR BEHAVIORAL HEALTH, INC
The name of this corporation shall be THRIVE ADVOCATES FOR BEHAVIORAL HEALTH, INC. The business of the corporation may be conducted as THRIVE ADVOCATES FOR BEHAVIORAL HEALTH or THRIVE ADVOCATES 501(c)(3). The nonprofit is registered with the state of Missouri under charter number N001686942 and nonprofit EIN XX-XXXXXXX
ARTICLE II. PURPOSES AND LEGAL POWERS
THRIVE ADVOCATES FOR BEHAVIORAL HEALTH, INC is a nonprofit 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 of the corresponding section of any future Federal tax code
The corporation shall have the power, directly or indirectly, along or in conjunction or cooperation with others, to do any and all the lawful acts which may be necessary or convenient to affect the charitable purposes for which the corporation is organized, and to aid or assist other organization or persons whose activities further accomplish, foster, or attain such purposes. Donations to the corporation will be limited to financial contributions from the public and private sectors.
2.03 NONPROFIT STATUS AND EXPEMPT ACTIVITIES LIMITATION
Nonprofit Legal Status
· THRIVE ADVOCATES FOR BEHAVIORAL HEALTH, INC is a Missouri nonprofit corporation, recognized as tax exempt under Section 501(c)(3) of the United States Internal Revenue Code
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 except 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 of Regulation as it now exists or may be amended
· No part of the net earning of the corporation shall inure to the benefit or be distributable to any director officer, member or other private person, except that the corporation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distribution in furtherance for the purposes set forth in the Articles of Incorporation and these Bylaws.
Distribution Up Dissolution
· Upon termination of dissolution of the THRIVE ADVOCATES FOR BEHAVIORAL HEALTH, INC, any assets and resources lawfully available for distribution shall be distributed to one (1) or more qualifying organization described in Section 501(c)(3) of the 1986 Internal Revenue Code (or described in any corresponding provision of any successor state) which organization or have a charitable purpose which, at least generally, includes a purpose similar to the termination of the dissolving corporation.
· The organization to receive the assets of the THRIVE ADVOCATES FOR BEHAVIORAL HEALTH, 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 THRIVE ADVOCATES FOR BEHAVIORAL HEALTH, 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 and resources to be distributed, giving preference if practical to organization located with the state of Missouri
· In the event the court shall find that this section is applicable but there is not qualifying organization known to it which has a charitable purpose, which, at least generally, includes a purpose similar to THRIVE ADVOCATES FOR BEHAVIORAL HEALTH, INC, then the court shall direct the distribution to the Treasurer of the State of Missouri to be added to the general fund.
ARTICLE lll. MEMBERSHIP
3.01 No Membership Classes
The corporation shall have no membership class and no member who have any right to vote or title or
interest in or to the corporation, its properties and franchises
3.02 Non-Voting Affiliates
The governing body may approve classes of non-voting affiliates with rights, privileges, and obligations
established by the board. Affiliates may be individuals, businesses, and other organization that seek to
support the mission of the corporation. The board, a designated committee 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 determination as to affiliates’ rights, privileges and
obligations. At no time shall affiliate information be shared with or sold to other organization or groups with
the affiliate’s consent. At the discretion of the board, 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.
There will be no dues for affiliates as determined by resolutions and these bylaws.
ARTICLE IV, BOARD OF DIRECTORS
4.01 Number of Directors
THRIVE ADVOCATES FOR BEHAVIORAL HEALTH, INC 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 legal powers shall be exercised by or under the authority of the board and the affairs of the
THRIVE ADVOCATES FOR BEHAVIORAL HEALTH, INC shall be managed under the direction of the board,
except as otherwise provided by law.
All directors shall be elected to serve a two-year term, however the term may be extended until a successor
has been elected. Director terms shall be staggered so that approximately half the number of directors will
end their terms in any given year.
Directors may serve terms in succession.
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, the individual must be 18 years of age and an affiliate classification created by the board. Directors may be elected at any board meeting by the majority vote. The election of directors to replace those who have fulfilled their term of office shall take place in January of each year.
In order to serve as secretary or treasurer, the individual must be a professional project manager, either through extensive working experience or PMI certification.
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 position, subject to
the maximum number of directors under these Bylaws.
· Unexpected Vacancies. Vacancies due to resignation, death, or removal shall be filled by the board members 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 directors then in office, if:
· the director is absent and unexcused from two or more board meetings in a twelve-month period. The chairperson is empowered to excuse directors from board meeting attendance for a reason deemed adequate by the chairperson. The chairperson shall not have the power to excuse him/herself from the board meeting attendance and in that case, the vice chairperson shall excuse the chairperson. Or:
· for cause or no cause, if before any meeting of the members 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.
4.07 Board of Directors Meetings
· 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. These meetings shall be held upon four (4) days’ notice by first-class mail, or twenty-four (24) hours’ notice delivered personally, electronic mail, or facsimile transmission 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.
· Special Meetings. Special meetings may be called by the chairperson, vice chairperson, secretary, treasurer, or any two (2) other directors. A special meeting must be preceded twenty-four (24) hours’ notice delivered personally, electronic mail, or facsimile transmission or by telephone to each director of the date, time, and place, but not the purpose, of the meeting.
· Waiver of Notice. Any director may waive notice of any meeting, in accordance with Missouri law.
· One officer prepares minutes of the directors' and members' meetings and authenticates records of the corporation.
· Two or more offices may be held by the same individual.
4.08 Manner of Acting.
A majority of the directors in office immediately before a meeting shall constitute a quorum for the transaction of business at that meeting. No business shall be considered by the board at any meeting at which a quorum is not present.
· 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.
· Hung Decisions
On the occasion that directors are unable to make a decision based on a tied number of votes, the chairperson or treasurer in the order of presence shall have the power to swing the vote.
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.
· Website Hosting
Domain and website hosing will be the responsibility of the treasurer. Refusal to give treasurer access to online tools and website is immediate grounds for removal of the board of directors, officers and membership.
4.09 Compensation for Board Members for Services
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. This does not include 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 corporation.
Such remuneration shall be reasonable and fair to the corporation and must be reviewed and approved in
accordance with the Conflict-of-Interest policy and state law.
ARTICLE V, 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 one or more directors, to serve at the pleasure of the board. Any committee, to the extent provided in the resolution, shall have all the authority of the board, except that no committee, regardless of resolution, may:
· take any final action on matters which also requires board members' approval or approval of a majority of all members.
· fill vacancies on the board of directors or in any committee which has the authority of the board.
· amend or repeal Bylaws or adopt new Bylaws.
· amend or repeal any resolution which by its express terms is not so amendable or repeatable; appoint any other committees or the members of these committees; expend corporate funds to support a nominee for director.
or 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.
· Meetings and Action of Committees
· Meetings and action of the committees shall be governed by and held and taken in accordance with, the provision 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 or by resolution of the committee. Special meetings of the committee may also be called by a resolution. 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 governing body may adopt rules for the governing of the committee not inconsistent with the provision of these Bylaws.
· 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 to use email to approve actions, as long as a quorum gives consent.
ARTICLE VI, OFFICERS
6.01 Board Officers
The officers of the corporation shall be a president (board volunteer, non-voting, non- board director), chairperson, vice-chairperson, secretary, and treasurer, all of whom shall be chosen by, and serve at the pleasure of, the board of directors. Each 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-chairpersons 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 offices, but no 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 and may not serve more than two (2) consecutive terms of office. Unless unanimously elected by the board at the end of his/her two (2) year terms or to fill a vacancy in an officer position, each 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 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.
In the absence or disability of the president, the chairperson designated by the board shall perform the duties of the president. The chairperson shall have all the legal powers. The chairperson shall have such other powers and perform such other duties prescribed for them by the board. The chairperson shall normally recede to the office of president upon the completion of the chairperson’s term of office. The chairperson has voting rights. The chairperson has no check writing authority.
6.05 Vice Chairperson
In the absence or disability of the chairperson or ranking vice-chairperson designated by the board shall perform the duties of the chairperson. When so acting, or vice- chairperson shall have all the legal powers. The vice- chairperson shall have such other powers and perform such other duties prescribed for them by the board. The vice- chairperson shall normally accede to the office of chairperson upon the completion of the vice-chairperson’s term of office. The vice-chairperson has voting rights. The vice-chairperson has no check writing authority.
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. 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. The secretary has voting rights. The secretary has check writing authority. This position must be held by a professional project manager with equivalent work experience or certification.
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 governing body 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 on a timely basis or as may be required by the board. The treasurer shall perform all duties properly required by the board. 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. The treasurer is responsible for spending decisions and ethical allocation of donations received. The treasurer has voting rights. The treasurer has check writing authority. The treasurer will either file the corporations yearly tax return or contract with board approved accountant. The treasurer will be the main host of the corporation’s website and any and all online donation platforms. This position must be held by a professional project manager with equivalent work experience or PMI certification.
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.
The president shall be a volunteer of the corporation. The president shall steward the board of directors in performing its duties and responsibilities, including, if present, presiding at all meetings of
directors, and shall perform all other duties assigned by the board. The president has no voting or check writing authority. The president is a non-director officer.
ARTICLE VII CONTRACTS, CHECKS, LOANS, INDEMNIFICATION AND RELATED MATTERS
7.01 Contracts and other Writings
Except as otherwise provided by resolution or policy of the board, 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 and Credit Card Payments
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 either the secretary or the treasurer of the corporation.
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 governing body or a designated committee may select.
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.
· The corporation holds no responsibility for the indemnification of board members, officers, agents, or employees.
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, a record of all actions taken by board of directors without a meeting, and a record of all actions taken by committees of the organization. In addition, the corporation shall keep a copy of the corporation's 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, 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 THRIVE ADVOCATES FOR BEHAVIORAL HEALTH, INC not to discriminate on the basis of race, creed, ancestry, marital status, gender, sexual orientation, age, physical disability, veteran's status, political service or affiliation, color, religion, or national origin.
COUNTER-TERRORISM AND DUE DILIGENCE POLICY
In furtherance of its tax exemption by contributions to other organizations, domestic or foreign, [THRIVE ADVOCATES FOR BEHAVIORAL HEALTH, INC 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 Treasury's publication the "Voluntary Best Practice for US. Based Charities" is not mandatory, THRIVE ADVOCATES FOR BEHAVIORAL HEALTH, INC 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 THRIVE ADVOCATES FOR BEHAVIORAL HEALTH, INC 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
The purpose of this document retention policy is establishing standards for document integrity, retention, and destruction and to promote the proper treatment of THRIVE ADVOCATES FOR BEHAVIORAL HEALTH, INC records.
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, THRIVE ADVOCATES FOR BEHAVIORAL HEALTH, INC 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
THRIVE ADVOCATES FOR BEHAVIORAL HEALTH, INC expects all officers, and employees to comply fully with any published records retention or destruction policies and schedules, provided that all officers, and employees should note the following general exception to any stated destruction schedule: If you believe, or the THRIVE ADVOCATES FOR BEHAVIORAL HEALTH, INC 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
Corporate records include the corporation's Articles of Incorporation, By-Laws and IRS Form 1023 and Application for Tax Exemption. Corporate records should be retained permanently. IRS regulations require that the Form 1023 be available for public inspection upon request as set forth in these bylaws.
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 corporation's revenues. Tax records should be retained for at least seven years from the date of filing the applicable return.
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.
Board and Committee Materials.
Meeting minutes should be retained in perpetuity in the corporation's minute book. A clean copy of all other Board and Committee materials should be kept for no less than three years by the corporation.
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.
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.
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.
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 derives independent economic value from the secrecy of the information; and 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.
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.
Unless correspondence falls under another category listed elsewhere in this policy,
correspondence should generally be saved for two years.
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.
Expired insurance policies, insurance records, accident reports, claims, etc. should be kept permanently. 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: printed in hard copy and kept in the appropriate file; or 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
By making full and accurate information about its mission, activities, finances, and governance publicly
available, THRIVE ADVOCATES FOR BEHAVIORAL HEALTH, INC practices and encourages transparency and accountability to the general public. This policy will:
· indicate which documents and materials produced by the corporation are presumptively open to staff and/or the public
· indicate which documents and materials produced by the corporation are presumptively closed to staff and/or the public
· specify the procedures whereby the open/closed status of documents and materials can be altered. The details of this policy are as follows:
Financial and IRS documents (The form 1023 and the form 990)
THRIVE ADVOCATES FOR BEHAVIORAL HEALTH, INC 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.
• Means and Conditions of Disclosure
THRIVE ADVOCATES FOR BEHAVIORAL HEALTH, INC shall make "Widely Available" the aforementioned documents on its internet website: THRIVE ADVOCATES FOR BEHAVIORAL HEALTH, INC to be viewed and inspected by the general public.
· 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).
· The website shall clearly inform readers that the document is available and provide instructions for downloading it.
· THRIVE ADVOCATES FOR BEHAVIORAL HEALTH, INC 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).
· [OFITS NAME] 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 7 days for mailed requests.
11.04 IRS Annual Information Returns (Form 990)
THRIVE ADVOCATES FOR BEHAVIORAL HEALTH, INC shall submit the Form 990 to its governing body 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 corporation's Form 990 shall be submitted to each member of the governing body via (hard copy or email) at least 10 days before the Form 990 is filed with the IRS. The treasurer will file form 990.
· All board minutes shall be open to the public once accepted by the board, except where a motion is passed to make any specific portion confidential.
· All papers and materials considered by the governing body shall be open to the public following the meeting at which they are considered, except where a motion is passed to make any specific paper or material confidential.
11.06 Staff Records
· All staff records shall be available for consultation by the staff member concerned or by their legal representatives.
· No staff records shall be made available to any person outside the corporation except the authorized governmental agencies.
· Within the corporation, staff records shall be made available only to those persons with managerial or personnel responsibilities for that staff member, except that
· Staff records shall be made available to the board when requested.
11.07 Donor Records
· All donor records shall be available for consultation by the members and donors concerned or by their legal representatives
· No donor records shall be made available to any other person outside the corporation except the authorized governmental agencies.
· 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;
· donor records shall be made available to the board when requested.
CODES OF ETHICS AND WHISTLE-BLOWER POLICY
THRIVE ADVOCATES FOR BEHAVIORAL HEALTH, INC requires and encourages members, 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 THRIVE ADVOCATES FOR BEHAVIORAL HEALTH, INC requires and encourages members, 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 THRIVE ADVOCATES FOR BEHAVIORAL HEALTH, INC to adhere to all laws and regulations that apply to the corporation and the underlying purpose of this policy is to support the corporation's goal of legal compliance. The support of all corporate staff is necessary to achieving compliance with various laws and regulations.
THRIVE officers must practice honesty and integrity in fulfilling their responsibilities.
12.02 Reporting Violations If any officer, staff or employee reasonably believes that some policy, practice, or activity of THRIVE ADVOCATES FOR BEHAVIORAL HEALTH, INC is in violation of law, a written complaint must be filed by that person with the vice president or the chairperson.
12.03 Acting in Good Faith Anyone filing a complaint concerning a violation or suspected violation must be acting in good faith and have reasonable grounds for believing the information disclosed indicates a violation. Any allegations that prove not to be substantiated and which prove to have been made maliciously or knowingly to be false shall be subject to civil and criminal review.
12.04 Retaliation Said person is protected from retaliation only if she/he brings the alleged unlawful activity, policy, or practice to the attention of THRIVE ADVOCATES FOR BEHAVIORAL HEALTH, INC and provides the THRIVE ADVOCATES FOR BEHAVIORAL HEALTH, INC 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. THRIVE ADVOCATES FOR BEHAVIORAL HEALTH, INC shall not retaliate against any officer, staff or employee who in good faith, has made a protest or raised a complaint against some practice of THRIVE ADVOCATES FOR BEHAVIORAL HEALTH, INC or of another individual or entity with whom THRIVE ADVOCATES FOR BEHAVIORAL HEALTH, INC 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. THRIVE ADVOCATES FOR BEHAVIORAL HEALTH, INC shall not retaliate against any officer, staff or employee who disclose or threaten to disclose to a supervisor or a public body, any activity, policy, or practice of THRIVE ADVOCATES FOR BEHAVIORAL HEALTH, INC 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.
13.02 Amendments to the Bylaws These Bylaws may be amended, altered, repealed, or restated by a vote of the majority of directors then in office at a meeting of the Board, provided, however, · that no amendment shall be made to these Bylaws which would cause the corporation to cease to qualify as a tax-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,· 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. · that all amendments be consistent with the Articles of Incorporation.
NONPROFIT BYLAWSCERTIFICATE OF ADOPTION OF BYLAWSI do hereby certify that the above stated Bylaws of THRIVE ADVOCATES FOR BEHAVIORAL HEALTH, INC were approved by the THRIVE ADVOCATES FOR BEHAVIORAL HEALTH, INC board of directors on 23, January 2022 and constitute a complete copy of the Bylaws of the corporation.
Ellen Ranney, Secretary