Valley County Hope Project Bylaws

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Name and Location

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The name and location of this corporation is Valley County HOPE Project, Box 764, Glasgow, Montana, Valley County.

Purpose

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Valley County HOPE Project's sole purpose is to help others in Valley County pay expenses due to medical hardships.

Board of Directors

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The powers of the Corporation shall be exercised by the Board of Directors.  The Board of Directors shall be selected in the manner outlined in the Articles of Incorporation of the Project.  Each Director of the Corporation in good standing shall be qualified to vote on any issue that may properly come before any meeting of the Board of Directors and to hold any office in the Corporation to which elected or appointed.

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The Board of Directors shall be persons who are qualified to serve by character experience and intelligence.  Members shall:

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1.  Exemplify sound moral character;

2.  Be committed to the purpose and mission of the Project;

3.  Have the willingness and ability to support Board activities;

4.  Respect the confidential character of information discussed at Board meetings.

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There shall be a minimum of five (5) Directors who may serve up to three terms.  Each term shall be three years each with 1/3rd of the Directors being nominated by the Board.  The Directors of the Corporation shall determine the length of the terms of the original directors.

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A Director may resign at any time by giving written notice to the President.  Any Director may be removed with or without cause by two-thirds vote of the Board of Directors of the Corporation at a meeting called for that purpose.

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A quorum shall consist when a majority of the Directors are present.  Directors shall be subject to provisions in the Conflict of Interest Policy.

Responsibilities of the Board

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The responsibilities of the Board of Director's are listed below:

a.  Identify, cultivate, solicit, receive, invest, distribute and otherwise administer gifts of money.

b.  Raise restricted and unrestricted contributions.

c.  Approve Project Bylaws.

d.  Provide for solvency and financial stability of the Project, including budgeting for the Project's purposes.

e.  Establish adequate safeguards for the receipt, investment and disbursement of all funds contributed.

Committees

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Committees of Directors.  The Board of Directors, by resolution adopted by a majority of the directors in office, may designate and appoint one or more committees , authority of the Board of Directors in the governance of the Corporation.  However, no officer or director, can adopt a plan of merger, or authorize voluntary dissolution of the Corporation.  The standing committees are the Executive Committee and the Giving Committee.

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Executive Committee.  The Executive Committee (EC) shall consist of the president, vice president, secretary, and treasurer.  Members of the ED are also members of the Board of Directors.  The Executive Committee acts on behalf of the Board pursuant to the policies and procedures established on an ongoing basis during the year.  The Executive Committee shall report regularly and routinely to the Board concerning its activities on behalf of the organization.

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Giving Committee.  This committee shall be composed of not less than 3 members.  Responsibilities shall include reviewing the applications of those in financial need because of medical hardships.  Members shall always function in a fiduciary manner.  This committee shall be appointed by the Executive Committee.  A member may resign at any time by giving written notice to the Executive Committee.  Any member may be removed with or without cause by 2/3 vote of the Executive Committee at a meeting called for the purpose.

Officers

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The officers of the Corporation are the President, Vice President, Secretary, and Treasurer and any other offices as the Board of Directors shall appoint.  The Board of Directors shall elect officers annually for the term of (1) year.  In the event of an unfilled position, the Board of Directors of Valley County HOPE Project shall fill a vacancy in any office.

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President.  The President shall have the general supervision, direction and control of the business and affairs of the Board and shall have other powers and duties as may be prescribed from time to time by the Board of Directors.

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Vice President.  In the absence of the President, the Vice President shall perform the duties of the President, and in so acting shall have the powers and perform additional duties as directed by the Board of Directors.

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Secretary.  The Secretary shall supervise the keeping of the Corporation's Books and shall discharge other duties as prescribed by the Board of Directors.

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Treasurer.  The Treasurer shall cause to be maintained, adequate and correct accounts of the business transactions of the Corporation, including the accounts of its assets, liabilities, receipts, disbursements, gains and losses.  The Treasurer shall have such  other powers and perform such other duties as may be prescribed from time to time by the Board of Directors.

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Indemnification.  Each Director of the corporation shall be indemnified in accordance with the Statutes of the state of Montana which are in effect at the time of indemnification becomes appropriate.  However, there shall be no indemnification in relation to matters as to which he or she shall be adjudged to guilty of a criminal offense or liable to the Corporation for damages arising out of his or her own gross negligence in the performance of a duty to the Corporation.

Meetings

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Meetings shall be held at a time and place as announced at least 10 days before the meeting.  The annual meeting of the Project shall be held in the spring.  Notice shall be given to each Director either personally of by sending a copy of such notice through mail or e-mail to the address provided on the books of the Corporation.  The act of the majority of Directors present at a meeting at which a quorum is present shall be the act of the Board of Directors.

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The President may call special meetings at any time, by the majority of the Directors.  Notice shall be given in person through mail or e-mail within 72 hours of the meeting time.  The transaction of business at any special meeting shall be valid if a quorum is present.

Bylaws Review

These Bylaws shall be reviewed annually and may be amended by the affirmative vote of (2/3) two-thirds of the members at any regular or special meeting provided a full statement of such proposed amendment shall have been published in the notice calling the meeting.

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These Bylaws are in effect this 22nd day of October, 2019.