by-laws

By-Laws of

Food for the Cure

Name

ARTICLE I. The name of the Corporation is Food for the Cure.

Purposes

ARTICLE II. Said Corporation is organized exclusively for charitable, educational or scientific purposes, as may qualify it as exempt from federal income tax under Section 501(c)(3) of the Internal Revenue Code of 1986 (or the corresponding provision of any future United States Internal Revenue Law.) More specifically, such purposes include, but are not limited to, disseminating nutritional information to cancer patients residing in the Kansas City metropolitan area, with an emphasis on healthy organic foods free from harmful chemicals, and donation of such healthy and theraputic foods without cost to such cancer patients.

Office

ARTICLE III. Food for the Cure shall have a central office located in Kansas City, Missouri.

Board Only

ARTICLE IV. Food for the Cure shall have no general membership.

Board of 

Directors

ARTICLE V. Food for the Cure shall have a Board of Directors.

Size of

Board

Section 1. The Board of Directors shall consist of between three and seven persons, as determined by the Board of Directors.

Board

Manages

Section 2. The Board of Directors shall manage the affairs of the organization.

Elections

Section 3. Board of Directors members will be elected at the Annual Meeting, by vote of the existing Board members.

Board
Member

Terms

Section 4. Board of Directors members shall serve three year terms, except that initial terms shall be one year for one-third of the Directors, two years for another one-third, and three years for the remaining one-third of the Directors. Board of Directors members may be re–elected to successive terms. Terms shall be staggered, so that at each Annual Meeting election one–third of the terms shall expire.

Board

Vacancies

Section 5. Board of Directors member vacancies will be filled by vote of the remaining Board members.

Resignation

Section 6. Any member of the Board of Directors may resign by letter. Any member of the Board of Directors who misses three consecutive Board of Directors meetings, without good cause, shall be presumed to have resigned. However the resignation shall not become effective until the a majority of the directors then in office shall have voted to accept the resignation and remove the director.

Expulsion

Section 7. A Board of Directors member may be removed with cause by vote of two–thirds of the directors then in office.

Regular

Meetings

Section 8. Regular Board of Directors meetings will be held as determined by the Board of Directors, or once a month at a regular date and time determined by the Board of Directors. All Board of Directors meetings are open to all Food for the Cure Directors.

Special

Meetings

Section 9. Special or emergency Board of Directors meetings may be called by the President of the Board of Directors, or the Executive Director, or any two Directors, with 24 hour prior notice by phone, mail, or in person.

Voting

Section 10. All matters shall be decided by the vote of a majority of Board of Directors members at a meeting unless otherwise provided herein. Each Board of Directors member shall have one vote. No other persons may vote. Proxy voting is prohibited.

Quorum

Section 11. Quorum for Board of Directors meetings shall be two thirds of the membership. Directors shall be considered present for a quorum if they participate by live video.

Compensation

Section 12. Board members shall not receive compensation, except for travel costs related the to organization, but not to exceed $100 per year per person.

Volunteer

Service

Section 13. Board members shall furnish volunteer services in furtherance of the organization’s mission as determined by the Board of Directors.

Officers

ARTICLE VI.  Food for the Cure shall have four officers: President, Vice–President, Secretary, and Treasurer. The officers shall be elected by the Board of Directors at the Annual Meeting for a term of one year. Officers may be re–elected to successive terms.

President

Section 1. The President shall:

a.   Preside at Board of Directors meetings,

b.   Preside at the Annual meeting,

c.   Act as spokesperson for the group,

d.   Schedule meetings and plan agendas,

e.   Insure other officers perform their duties,

f.  Compose an annual report for the annual meeting.

g.  Open the first bank account, and

h.   Appoint committee members.

Vice–President

Section 2. The Vice–President shall act in all cases for and as the President in the President’s absence or incapacity.

Secretary

Section 3. The Secretary shall keep minutes of Board of Directors meetings, and record votes at all meetings. The Secretary shall file, maintain and safeguard the archives of the organization. The Secretary shall give notice of all meetings of the Board of Directors. The Secretary shall file all required state and federal registrations.

Treasurer

Section 4. The Treasurer shall keep records and receipts of all expenses and income, and shall prepare quarterly and annual financial reports. The Treasurer shall have the authority to open and maintain checking and/or savings accounts for the organization (except that the President shall open the first bank account). The Treasurer can spend up to $100 but any greater expenditure must be first approved by the President. Expenditures exceeding $500 shall be approved by both the Treasurer and President. Expenditures exceeding $1,000 must be approved by the Board of Directors unless the President and the Treasurer determine an emergency exists. The Treasurer shall prepare and file state and federal tax returns. The Treasurer shall not be bonded unless otherwise determined by the Board of Directors. The Treasurer shall prepare an annual budget for review and adoption by the Board of Directors.

Committees

ARTICLE VII. Food for the Cure shall have committees as established by the Board of Directors. Non–members and Board of Directors members may serve on committees.

Fiscal Year

ARTICLE VIII. The fiscal year shall end on the last day of December of each year.

Annual

Meeting

ARTICLE IX. The Annual Meeting of Food for the Cure shall be held during the month of February each year. At this meeting the Treasurer will make his or her annual financial report, the President shall make his or her annual report, and the Board will hold elections.

Limitations

On Activity

ARTICLE X. No part of the net earnings of the Corporation shall inure to the benefit of, or be distributable to the members, directors, or officers of the Corporation, except that the Corporation shall have the authority to pay reasonable compensation for services actually rendered to or for the Corporation. The Corporation shall not participate, or intervene in (including the publication or distribution of statements), any political campaign on behalf of any candidate for public office. No substantial part of the activities of the Corporation shall be the carrying on of propaganda, or otherwise attempting to influence legislation. Notwithstanding any other provision of the By–Laws or of the Articles of Incorporation of the Corporation, or any provision of the Missouri laws governing or pertaining to the Corporation, the Corporation shall not engage in or carry on any activities not permitted to be engaged in or carried on by a Corporation described in Section 501(c)(3) of the Internal Revenue Code of 1986 (or the corresponding provisions of a future Federal Income Tax Law).

Dissolution

ARTICLE XI. The remaining assets of the Corporation, in the event of dissolution or final liquidation, shall be applied and distributed as follows: All liabilities and obligations of the Corporation shall be paid, satisfied and discharged, or adequate provisions shall be made therefore; assets held by the Corporation under condition requiring return, transfer or conveyance, which condition occurs by reason of the dissolution, shall be returned, transferred, or conveyed in accordance with such requirements; all remaining assets of every nature and description whatsoever, shall be distributed to one or more Corporations, funds, or foundations, qualified for exemption from tax as an exclusively charitable or educational Corporation, fund or foundation under the Internal Revenue Code of 1986, as amended, or its successor provisions.  

Check

Signing

ARTICLE XII. All checks written on organization accounts shall require the signatures of any two officers.

Amendments

ARTICLE XII.  These By–Laws may be amended by two–thirds vote at a Board meeting, provided the text of the amendment is submitted to the Board at least 24 hours prior to the meeting.