1.1 The name of this Corporation shall be Greene Alliance of Church & Community Efforts (GRACE), herein afterward referred to as "the corporation." The principal office shall be located is the Town of Stanardsville, County of Greene, and Commonwealth of Virginia.
2.1 Purpose. The purpose of the corporation shall be to partner with churches and community organizations in identifying and creating resources to assist and empower Greene County residents in need.
2.2 The Corporation is organized exclusively for educational, charitable, and religious purposes within the meaning of section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code.
2.3 Prohibitions. No part of the net earnings of the Corporation shall inure to the benefit of, or be distributable to its members, trustees, officers, or other private persons, except that the Corporation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth in Article 2.2.
2.4 The Corporation shall not engage in propaganda or otherwise attempt to influence legislation nor shall it participate in or intervene in any political campaign on behalf of any candidate for public office including the publishing or distribution of statements.
3.1 Organizations. Any religious or civic organization that is interested in the purpose of the Corporation, as set forth in Article II and that agrees to support this purpose by signing the Corporation MEMBERSHIP COMMITMENT PLEDGE may be a member.
3.2 Individuals. Any individual may participate in the Corporation as an at-large member by signing the Corporation MEMBERSHIP COMMITMENT PLEDGE.
3.3 Terms. Participation in the Corporation shall be for a period of one year, effective January 1 through December 31 of that year. A member may resign at any time, and a member organization may change representatives whenever it wishes to do so.
3.4 Representation. Each participating religious organization shall appoint two representatives and each civic organization shall appoint one representative to the annual fall meeting of the governing board for the purpose of electing the governing board.
4.1 Membership. The Governing Board shall consist of fifteen (15) Trustees: each of the four (4) Corporation Officers of, four (4) members from among the religious organizations, four (4) members from among the civic organizations, and three (3) members from the at-large membership. Each religious, civic, and at-large member shall serve a three-year term. At the end of the first year of the first elected governing board, one religious, two civic and one at large member will rotate off. The second year, one religious, two civic and one at large member will rotate off. The third year, two religious, one civic, and one at large member will rotate off. Religious, civic, and at-large members may not be reelected to that same office upon completion of a term, but may be reelected after an interval of one year. Thereafter, annual rotation will follow in the same pattern as above. Anyone who has completed a term in one office may be elected immediately to another office. The Director shall serve as a non-voting member of the Governing Board.
4.2 Designation. Members of the Governing Board shall be designated as Trustees of the Corporation.
4.3 Voting. Each member of the Governing Board shall be entitled to one vote at board and other membership meetings.
5.1 Corporation Officers. Four officers, a Chair, Vice-Chair, Secretary, and Treasurer, shall be elected from among the Governing Board members at the fall meeting. The Chair and the Vice-Chair shall each serve two-year terms. The first elected Secretary shall serve a one-year term. Following that one year term, the Secretary shall serve two-year terms. The Secretary and the Treasurer shall serve two years and be elected during alternate years. Officers may not be reelected upon completion of a term, but may be reelected after an interval of two years. Anyone who has completed a term in one office may be elected immediately to another office. The Corporation officers shall constitute the Executive Committee and shall make policy and conduct the business of the Corporation.
5.2 Time of Election, Installation. Officers shall be elected at the fall quarterly Governing Board meeting and shall take office on the following January 1st.
5.3 Duties of Officers.
Chair: Serves as chief executive officer of the Corporation, presides at all meetings, is the official representative of the Corporation and designates others to represent the Corporation when necessary, appoints the Advisory Council and other committees serves as ex officio member of all committees with the exception of the Nominating Committee, and supervises the activities of the Director and volunteers.
Vice-Chair: Performs all the duties of the Chair in the absence of the Chair, attends meetings and works in close cooperation with the Chair and the Governing Board, and succeeds to the office of Chair in case the Chair vacates that office.
Secretary: Keeps accurate records of all meetings of the Corporation, maintains membership data and support information, notifies Board members of the date, time and place of all meetings, maintains up-to-date records of the Corporation Bylaws and Articles of Incorporation, and files required reports.
Treasurer: Verifies receipt and deposit of all funds received by the Corporation, disburses monies properly authorized for payment, keeps proper records of all transactions, renders interim financial reports at each quarterly Board meeting and a final financial report at the winter meeting, closes all financial records and submits the records for audit thirty (30) days after the close of the fiscal year. The Treasurer may be assisted by other Governing Board Members as approved by the Executive Committee.
5.4 Vacancies. The resignation of the Chair of the Board shall result in the elevation of the Vice-Chair to be Chair for the remainder of the Chair's term. If another elected officer vacates his or her post, the vacancy shall be filled temporarily by the Chair until a replacement can be elected by the Executive Committee.
6.1 Membership. The Advisory Council shall be appointed by the Chair of the Governing Board, in consultation with the Board, and shall consist of fifteen (15) members: three (3) Governing Board Trustees, one of whom shall be an officer, and twelve (12) additional members chosen from the community at large. At its first meeting each year, the Advisory Council, a quorum being present, shall elect one of its members to serve as chair. The chair may be reelected to serve successive one-year terms. Advisory Council members serve for a term of three years and may be reappointed.
6.2 Role. Members of the Advisory Council shall serve in an advisory capacity to the Governing Board and may recommend actions to the Governing Board by majority vote.
7.1 Committees. Subject to the approval of the Executive Committee, the Chair of the Board may create such other committees as may be appropriate and appoint members whether or not they may be members of the Executive Committee and may prescribe their duties and responsibilities. As exigencies warrant, any member of any committee may be removed at any time with or without cause by the Executive Committee and any vacancy in any committee may be filled by the Executive Committee or the Chair. Each committee shall make rules for the conduct of its business subject to the conditions determined by the Governing Board
7.2 Nominating Committee. The Chair of the Board shall nominate three Governing Board Members to a Nominating Committee to be elected at the annual meeting. Additional nominations may be made from the floor, provided the nominator had received permission of the person so nominated. The three top vote-getters shall serve as the Nominating Committee for one year.
8.1 The Director shall be appointed by the Governing Board and serve at the Board's discretion.
8.2 Responsibilities. The Director shall be responsible for implementing programs and special projects, coordinating volunteers, conducting community outreach and education, and performing other responsibilities as directed by the Governing Board.
8.3 Compensation. The Director's position is uncompensated.
9.1 Executive Committee Meetings. The Executive Committee shall meet before each quarterly meeting and as called by the Chair. Three (3) members of the Executive Committee shall constitute a quorum.
9.2 Governing Board Meetings. The Governing Board shall hold one meeting each quarter. Additional meetings may be called at the Chair's discretion. At the fall meeting, the Nominating Committee will present the slate of Governing Board officers and a new Nominating Committee will be elected. One-third of the Governing Board shall constitute a quorum for the purpose of conducting business. All Governing Board meetings shall be open to the public.
9.3 Annual Membership Meeting. The annual membership meeting shall be open to the public. Each religious organization shall be entitled to two votes and each civic organization shall be entitled to one vote in the election of new Governing Board members at the annual meeting.
9.4 Advisory Council Meetings. The Advisory Council shall meet on an as-needed basis. One-third of the Advisory Council shall constitute a quorum for the purpose of conducting business.
9.5 Meeting Places. The location, date, and time of each quarterly meeting of the Governing Board shall be voted upon at the previous quarterly meeting. The location, date, and time of the Executive Committee meetings shall be determined by the Chair of the Board.
10.1 In the event of the dissolution of the Corporation, the assets remaining after payment of all costs and expenses of such dissolution shall be transferred or conveyed to the local Ministerial Association and none of its funds shall inure to the benefit of, or be distributed to, any member of the Corporation.
11.1 Robert's Rules of Order shall prevail in all cases where they are not in conflict with these Bylaws or the Statutes of Virginia.
12.1 These Bylaws may be amended by a two-thirds majority vote of the Governing Board members present at any quarterly meeting provided the amendment has been proposed at the previous quarterly meeting. A notice of all recommended changes shall be published and mailed to each Governing Board member, religious and civic organization, and individual member at least ten (10) days before the next scheduled meeting. The Secretary shall publish those changes, make the changes to the Bylaws, and shall mail them to each Governing Board member, religious and civic organization, and individual member.