HABITAT FOR HUMANITY
BYLAWS
GOVERNANCE FOR THE BOARD OF DIRECTORS
PREAMBLE
1. To witness the Gospel of Jesus Christ throughout the world by working in cooperation with God’s people in need to create a better human habitat in which to live and work.
2. To witness to the Gospel of Jesus Christ by working in cooperation with other agencies and groups which have a kindred purpose.
3. To witness to the Gospel of Jesus Christ by enabling an expanding number of persons from all walks of life to participate in this ministry.
Name, Form of organization, and Purposes
SECTION 1.2 NONPROFIT AND TAX-EXEMPT STATUS. The corporation is organized as a nonprofit corporation under the Texas Nonprofit Corporation 501(c) (3) of the Internal Revenue Code, as amended. The corporation is a public benefit and shall have perpetual duration and succession.
SECTION 1.3 NO MEMBERS. The corporation shall have no members.
SECTION 1.4 PURPOSES. The purposes for which the corporation is organized, as stated in its articles of incorporation, are as follows:
A. To witness to and implement the Gospel of Jesus Christ in Texas and throughout the United States and the World by working with economically disadvantaged people to help them create a better human habitat in which to live and work.
B. To cooperate with other charitable organizations, through grants and otherwise, which are working to develop a better human habitat for economically disadvantaged people.
C. To communicate the Gospel of Jesus Christ by means of the spoken and written word.
D. To receive, maintain, and accept as assets of the corporation, any property, whether real, personal, or mixed, by the way of gift, bequest, devise or purpose, from any person, firm, trust, or corporation. To be held, administered, and disposed of exclusively for charitable, religious, scientific, and educational purposes within the meaning of section 501(c) (3) of the Internal Revenue Code, as amended.
E. To exclusively promote and carry on any other religious, charitable, or educational and scientific purposes and activities for which corporations may be organized and operated under the relevant provisions of the Internal Revenue Code, as amended and under the Texas Nonprofit Corporation 501(c) (3).
Office
SECTION 2.2 REGISTERED OFFICE AND AGENT. The registered office of the corporation is required by law to be maintained in the State of Texas it may, but not need to, be identical with the principal office. The corporation shall maintain a registered agent whose office is identical with the registered office. The corporation may change its registered office or registered agent from time to time in the manner required by law.
Board of Directors
SECTION 3.2 COMPOSITION, NUMBER, TERM, and QUALIFICATIONS.
A. The corporation’s program will proceed on an ecumenical basis. The ecumenical Board of Directors will reflect the ethnic diversity of the area to be served. Directors shall not be paid, but shall serve because of spiritual commitment to love their neighbors. While Habitat is avowedly Christian, seeking to exalt Jesus Christ as Lord by demonstrating his love to all people, it welcomes Committee Members and Board Directors of any faith so long as they can accept the loving outreach of the life and teachings of Jesus Christ.
B. The authorized number of Directors of the corporation shall not be less than twelve (12) or more than twenty-four (24), as the Board of Directors shall determine from time to time. The Board of Directors shall consist of two classes of approximately equal size. One class, on a rotational basis, shall be elected each year. Each Director shall serve for a term of two (2) years and until his or her successor is elected and qualified, or until such Director’s earlier death, resignation, incapacity to serve, or removal. The second class will be elected the following year applying the same rules. A duly elected and qualified Director shall not be eligible for re-election to the Board of Directors if he or she has served two consecutive full terms, four (4) years. After a period of year a previous Director may be nominated to return and serve. Directors must be individual residents of the State of Texas.
C. At least one third of the number of total Directors serving on the Board of Directors must serve as representatives of the low-income community, as defined by 24 CFR part 92, and no more than one third of the Board Directors may be public officials, and those public officials shall not have any power to nominate other Directors.
SECTION 3.3 ELECTION OF DIRECTORS. Except as provided in Section 3.6 below relating to vacancies, Directors shall be elected by the Board of Directors at its annual meeting in September to elect officials for the term beginning in January of the following year. The Nominating Committee shall present a slate of nominees for election as Directors. Nominations may also be made by Directors from the floor during any scheduled meeting of the Directors. Those persons who receive a majority of the vote’s cast by the members present shall be deemed to have been elected. If any Director then holding office so demands, the election of Directors can be held by way of secret ballot.
SECTION 3.4 RESIGNATION OF DIRECTORS. A Director may resign by delivering written notice to the Board of Directors. A resignation is effective when the notice is received unless the notice specifies a later effective date. If a resignation is made effective at a later date, the Board of Directors may fill the pending vacancy before the effective date if the board provides that the successor does not take office until the effective date of the resignation.
SECTION 3.5 REMOVAL OF DIRECTORS. A Director may be removed without cause by the vote of two-thirds (2/3) of the Directors currently in office. In addition, a Director who fails to attend (un-excused) three properly scheduled meetings in a six-month period is removed without action. The President of the Board may exempt a Director from this rule.
SECTION 3.6 VACANCIES. If a vacancy occurs on the Board of Directors, including a vacancy resulting from an increase in the number of Directors, the Board of Directors may fill said positions as long as one-third (1/3) of the members of the board are present and the majority vote of present members is attained. A Director elected to fill a vacancy shall hold office until the next annual scheduled meeting to elect members is held, and once elected all rules covered in this article pertain.
SECTION 3.7 CHAIRPERSON. The President of the corporation shall serve as the Chairperson of the Board of Directors and shall preside at all meetings of the Board of Directors and perform such other duties as may be prescribed from time to time by the board. The Vice President, in the absence of the President, or inability or refusal to act as the President, shall preside at all meetings of the board.
SECTION 3.8 NO COMPENSATION. The Board of Directors shall not permit compensation of Directors for their services as such.
Meetings of Directors
SECTION 4.2 ANNUAL MEETING. The Annual Election of Board of Directors will be held in September with those elected to take office in January of the upcoming year. The individuals that are elected will be recognized at that time. The annual meeting for the purpose of approving the budget, reviewing the goals, and assigning Director tasks for the New Year will be held at 5:30 p.m. on the third Tuesday in the month of January, or if a situation exists that would prevent said meeting, The Board of Directors may set an alternate time as long as the majority of the board is in agreement.
SECTION 4.3 REGULAR MEETINGS. Regular meetings of the Board of Directors will be held at 5:30 p.m. on the third Tuesday of each month during the year. The Board of Directors may set an alternate time as long as the majority of the board is in agreement.
SECTION 4.4 SPECIAL MEETINGS. Special meetings of the Board of Directors may be called by or at the request of the President or twenty percent (20) of the Directors currently in office. In addition, such meetings may be conducted telephonically by the President of the Board or by a Director designated by the President.
SECTION 4.4 NOTICE OF MEETINGS. Regular meetings of the Board of Directors may be held without notice if the date, time and place have already been fixed by the board. If a change to the location or time has been approved by the Board of Directors, then all directors will be given at least two days notice prior to the meeting. In the event a special meeting is called, Board Directors will be given the date, time, and reason for the meeting at least two days prior to the event. Notice required by the foregoing provisions may be given by any usual means of communication, and may be oral or written. Written notice will be correctly addressed to the Director’s address as shown in the corporation’s current list of Directors.
SECTION 4.6 WAIVER OF NOTICE. A Director may at any time waive any notice required by law, or these bylaws, if the Director feels that they did not have enough time to prepare for the discussion at hand or believes the notice was given in violation of these bylaws, can submit a waiver in writing, signed by the Director themselves, entitled to the notice and filed with the minutes or the corporate
records. This would deny the Director the right to assent or object to the proposed action.
SECTION 4.7 QUORUM. A quorum of the Board of Directors consists of at least one third (1/3) of the Directors in office immediately before a meeting begins.
SECTION 4.8 RULES OF ORDER. The Board of Directors will use the direction given in the book robert’s rules of order newly revised edition to conduct and facilitate the smooth functioning of any board meetings.
SECTION 4.9 MANNER OF ACTING. If a quorum is present when a vote is taken, the majority vote of the Directors present will be honored as the vote for the entire board. Unless the vote of a greater number of Directors is required by law or these bylaws.
SECTION 4.10 PRESUMPTION OF ASSENT. A Director of the corporation who is present at a meeting of the Board of Directors, or a committee of the Board of Directors when corporate action is taken is deemed to have assented to the action taken unless:
A. Such Director objects at the beginning of the meeting (or promptly upon arrival) to holding it or transacting business at the meeting;
B. Such Director’s dissent or abstention from the action taken is entered into the minutes of the meeting;
C. Such Director delivers written notice of dissent of abstention to the Presiding Officer of the meeting before adjournment or to the corporation immediately after adjournment of the meeting;
D. The right of dissent or abstention is not available to a Director who votes in favor of the action taken.
SECTION 4.11 MEETING VIA COMMUNICATION EQUIPMENT.
The Board of Directors may permit any or all Directors to participate in a regular or special meeting by, or conduct the meeting through the use of any means of communication, by which all Directors participating may simultaneously hear each other during the meeting. A Director participating in a meeting by this means is deemed to be present in person at the meeting.
SECTION 4.12 ACTION WITHOUT MEETING. The only action that will be taken without a formal meeting of the Board of Directors is action that requires immediate response, at such time the Executive Committee will attempt to contact the Board of Directors telephonically or through e-mail. The Directors contacted will at the next scheduled meeting sign the minutes explaining why they were called and what their decision was on the topic, those records will be kept in the corporate files. On the rare occasion that a quorum of the Directors cannot be notified and a decision must be made, a quorum of members on the Executive Committee will make the decision based upon the good of the affiliate, it will be recorded and filed in the corporate records and the issue will be addressed at the next scheduled board meeting.
SECTION 4.13 DIRECTOR CONFLICT OF INTEREST. A conflict of interest is a transaction with the corporation in which a Director of the corporation has a direct or indirect interest. For purposes of this section, a Director has an direct or indirect interest in a transaction if;
A. Another entity in which the Director has a material interest in, or which the Director is a general partner in, is party to the transaction;
B. Another entity of which the Director is a Director, Officer, or Trustee or is a party to the transaction.
A conflict of interest transaction is not voidable, or the basis for imposing liability on the Director if the transaction was fair at the time it was entered into, or is approved in advance by the vote of the Board of Directors of a committee of the board if;
A. The material facts of the transaction and the Director’s interests are known to the board or committee of the board, and the Directors approving the transaction in good faith reasonably believe that the transaction is fair to the corporation.
B. A conflict of interest transaction is approved if it receives the majority vote from the Board of Directors who form a quorum and who have no direct or indirect interest in the transaction.
SECTION 4.14 DIRECTOR CONFLICT OF INTEREST. No Director shall engage in discussion, or should vote on a topic in which he/she has a direct or indirect interest not common to other Directors.
Officers
SECTION 5.2 APPOINTMENT AND TERM. The principal officers of the corporation shall be appointed by the Board of Directors at its annual (Sept) meeting. The Nominating Committee shall present a slate of nominees for appointment. Nominations may also be made from the floor. All nominees for the four principal officers must be members of the Board of Directors. Each officer shall hold office for a period of one year, or until such officer’s death, resignation, or removal, or until such officer’s successor is elected and qualifies. No person shall be appointed to serve more than three consecutive terms in the office of President, Vice President, Secretary, or Treasurer. The Board of Directors may appoint assistant secretaries, and assistant treasurers, and other officer’s at such time or times as the need may arise. A vacancy occurring in one of the principal officer’s positions may be filled at any time by the Board of Directors. The term of an officer elected to fill such a vacancy shall expire at the end of the term of the original officer.
SECTION 5.3 RESIGNATION AND REMOVAL. An officer may resign at any time by delivering notice to the corporation. A resignation is effective when the notice is received by the Board of Directors, unless the notice specifies a future effective date. If a resignation is made effective at a future date, and the Board of Directors accepts the future effective date, the Board of Directors may fill the pending vacancy before the effective date, if the board provides that the successor does not take office until the effective date. The Board of Directors may remove any officer at any time with or without cause.
SECTION 5.4 CONTRACT RIGHTS OF OFFICERS. The appointment of an office does not itself create contract rights.
SECTION 5.5 PRESIDENT. The President shall be the Chief Executive Officer of the corporation, and subject to the control of the Board of Directors, shall supervise and control the management of the corporation in accordance with these bylaws. The President may sign, with the Secretary or any other proper officer of the corporation so authorized by the Board of Directors, any deeds, leases, mortgages, bonds, contracts, or other instruments which lawfully may be executed on behalf of the corporation, except where the signing and execution thereof expressly shall be delegated by the Board of Directors to some officer or agent of the corporation, or where required by law to be otherwise signed and executed. The President shall preside at all meetings of the Board of Directors. The President shall, in general, perform all duties incident to the office of President and such other duties as may be prescribed from time to time by the Board of Directors.
SECTION 5.6 VICE PRESIDENT. In the absence of the President, or in the event of death, inability or refusal to act as the President, the Vice President, unless otherwise determined by the Board of Directors, shall perform all the duties of the President, and when so acting, shall have all the powers of, and be subject to all the restrictions upon the President. The Vice President shall perform such other duties as may be assigned from time to time by the President or the Board of Directors.
SECTION 5.7 SECRETARY. The secretary shall;
A. Prepare minutes of all the meetings of the Board of Directors and Executive Committee.
B. Authenticate records of the corporation when requested to do so.
C. Give all notices required by law and by these bylaws.
D. Have general charge of the corporate books and records, and of the corporate seal, and affix the corporate seal to any lawfully executed instrument requiring it.
E. Sign such instruments as may require such signature.
F. Prepare and file such corporate records as required by State law in a timely manner.
G. In general, perform all duties incident to the office of Secretary and other duties as may be assigned from time to time by the President or the Board of Directors.
SECTION 5.8 TREASURER. The treasurer shall;
A. Have custody of all funds and securities belonging to the corporation and receive, deposit, or disburse the same under the direction of the Board of Directors.
B. Keep full and accurate accounts of the finances of the corporation in books especially provided for that purpose.
C. Ensure returns, reports, and/or schedules as may be required by the Internal Revenue Service, and the State taxing authorities, be prepared and filed in a timely manner.
D. Prepare a true balance sheet (statement of the assets, liabilities and fund balance) of the corporation, true statements of activity (support and revenue, expenses, and changes in fund balance), functional expenses, and cash flows for the fiscal year, all in reasonable detail, to be prepared and submitted to the Board of Directors. This balance sheet will be reviewed by the Board of Directors monthly, and must be submitted early enough to be sent to all Board Directors for review prior to the monthly meeting.
E. In general, perform all duties incident to the office of Treasurer and such other duties as may be assigned from time to time by the President or the Board of Directors.
SECTION 5.9 NO COMPENSATION. The principals and assistant officers of the corporation described in the foregoing sections shall not be compensated for their services as such.
SECTION 5.10 EXECUTIVE DIRECTOR. The Board of Directors may appoint an Executive Director, who shall be the Chief Operating Officer of the corporation and, subject to the control of the Board of Directors, have overall responsibility for the routine management of the affairs of the corporation. The Executive Director shall report to the Board of Directors and shall work closely with the President of the corporation. Duties of the Executive Director shall include;
A. Coordinate the activities of the operating committees.
B. Represent the corporation in the local community.
C. Oversee the building projects of the corporation.
D. Supervise the administrative functions of the corporation.
E. In general, performs all duties as may be assigned from time to time by the President or the Board of Directors.
F. The Executive Director will be a paid position with the salary set by the
Board of Directors.
G. The Executive Director will not be allowed to serve as a Board Director.
Committees
A. Authorize distribution of corporate assets.
B. Approve or recommend dissolution, merger, sale, pledge, or
transfer of corporate assets.
C. Elect, appoint, of remove Directors to fill vacancies on the committee
boards without the approval from the Board of Directors.
D. Adopt, amend, or repeal the articles of this corporation or any of the
bylaws.
SECTION 6.2 EXECUTIVE COMMITTEE. The Executive Committee, which is a committee of the board, shall consist of the four principal officers of the corporation and up to three additional Directors appointed by the President, and ratified by the majority of the directors present at the monthly scheduled meeting, to serve in such a capacity until the next annual meeting of the Board of Directors. The Executive Committee will meet monthly on the first Thursday at a time agreed upon by the committee. The Executive Committee may exercise the authority of the Board of Directors at such times as the board is not in session and immediate attention is required. This practice will be strongly discouraged. In addition the Executive Committee shall perform the following functions;
A. Finance and budget function. In performing this function the committee shall oversee the implementation and administration of policies and procedures for handling and accounting for the finances of the corporation. The committee will prepare an annual revenue and expense budget for submission to the full Board of Directors. They will work closely with the Fund Raising Committee to coordinate development of the recourses needed to meet the revenue goals of the budget, in addition they will closely monitor the implementation of the budget, and when necessary, make recommendations to the Board of Directors regarding adjustment to the budget.
B. Human resource function. In performing this function, the committee shall oversee implementation and administration of policies and procedures relating to volunteers and employees, if any, of the corporation.
C. Strategic and long-range planning functions. In performing this function, the committee shall coordinate the strategic and long range planning activities of the corporation and monitor and evaluate the performance of the corporation with respect to the achievement of it’s mission, purpose, and goals.
SECTION 6.3 NON-BOARD COMMITTEES IN GENERAL. The Board of Directors may create one or more non board committees, in addition to the Nominating Committee, and the Operating Committees established by these bylaws, and delegate non board function to such committees. Non board committees may include both Directors and individuals who are not Directors of the corporation. Non board committees may not exercise the authority of the board.
SECTION 6.4 NOMINATING COMMITTEE. The Nominating Committee shall consist of four members, no more than two of who are currently serving as Directors for the corporation. Retiring and former Directors of the corporation shall be encouraged to consider serving on this committee. The current President may not be a member of this committee. The committee members shall be appointed by the Board of Directors on an annual basis (Sept), to serve until the next annual meeting of the board. A vacancy on this committee may be replaced as necessary, with the guidance of these said bylaws, members of this committee may serve as many terms as they are elected. The committee shall be responsible for identifying and recruiting prospective Directors of the corporation and shall present a slate of nominees for election as Directors at the annual Sept meeting. The committee shall also present a slate of nominees for appointment as principal officers of the corporation. The Nominating Committee will also serve in the capacity to train and mentor new Board Directors on their duties as Directors.
SECTION 6.5 OPERATING COMMITTEE. Within thirty days after the annual meeting each year (Sept), the President shall appoint a Chairperson to each of the Operating Committees described below. The names of the Chairpersons so appointed shall be submitted for ratification by the Directors at the next meeting of the board. A vacancy occurring in the position of an Operating Committee Chairperson shall be filled in a like manner. Upon appointment by the President and ratification by the Board of Directors, the Chairperson of each Operating Committee, in consultation with the President, shall appoint members to their committee. New members of the Operating Committees may be appointed at any time. Each director of the corporation shall serve on at least one of the Operating Committees. Operating Committee Chairpersons shall be expected to attend the regular meetings of the Board of Directors for the purpose of reporting on the work on their committees, receiving direction and guidance from the board, and seeking approval of action proposed by their committees and requiring board approval. The Operating Committees shall perform the functions described below and such other functions as the Board of Directors may require.
A. Fund Raising Committee. This committee is responsible for coordinating the raising of funds needed to conduct the business of the corporation. This task will include fund-raising campaigns, grant proposal writing, special fund-raising events, and cultivation of major donors.
B. Public Relations Committee. This committee is responsible for educating and informing the public regarding the mission and purposes of the corporation, the need for better and more affordable housing in certain areas, and the steps being taken to meet this need. This task will include public speaking events, communicating with the news media, talking with local reporters to cover local events, and publishing a periodic newsletter.
C. Family Selection Committee. This committee is responsible for drafting the selection criteria and application forms, screening applications, interviewing applicants, and recommending applicants to the Board of Directors for approval as prospective homeowners.
D. Family Nurture Committee. This committee is responsible for providing Habitat Homeowners and prospective homeowners with a mutual support system, education opportunities, and a forum for discussion pertaining to home ownership and maintenance, all for the purpose of helping families to break the poverty cycle and become independent.
E. Site Selection/Building Committee. This committee has two functions requiring close coordination internal to the committee. This committee is responsible for the targeting areas in the community, in which projects of the corporation shall be developed, investigating and researching the availability of property, and recommending property to the Board of Directors for acquisition. This committee is also responsible for the planning and implementation of the construction projects of the corporation. This task will include obtaining house plans, soliciting professional help and donations of building materials, coordinating volunteers, and supervising the construction.
F. Church Relations Committee. This committee shall emphasize and promote the importance of Christian Stewardship in the servicing of donors and supporters.
General Provisions
SECTION 7.2 AMENDMENTS. These bylaws may be amended or repealed and new bylaws may be adopted by the Board of Directors. The corporation shall provide at least seven days written notice to all Directors informing them of the proposed amendment with attached copy of such amendment, that amendment will be discussed and voted on at the next scheduled monthly meeting. Written notice can be in the form of e-mail, letter or fax. Any amendment must be approved by two thirds of the Directors in office at the time the amendment is voted on.
SECTION 7.3 FISCAL YEAR. The fiscal year of the corporation shall be the calendar year, beginning on January 1st and ending on December 31st of each year.
SECTION 7.4 FINANCIAL REPORTS. The books of the corporation shall be closed as of the end of each fiscal year and financial statements shall be prepared and submitted to the Board of Directors for review and ratification. At the discretion of the Board of Directors, the corporation may engage an independent Certified Public Accountant to audit or review the financial statements.
SECTION 7.5 CORPORATE MINUTES AND RECORDS. The corporation shall keep as permanent records, minutes of all meetings of its Board of Directors, a record of all transactions by the Directors without a meeting and a record of all actions taken by the Executive Committee and any other committees of the Board of Directors. The corporation shall maintain its records in written form or in another form capable of conversation into written form within a reasonable time. The corporation shall keep a copy of the following records at its principal office;
A. Articles of incorporation of restated articles of incorporation and all amendments to them currently in effect.
B. Bylaws or restated Bylaws and all amendments to them currently in effect.
C. A list of names and business or home phone numbers and addresses of its current Directors and Officers.
D. The most recent annual report delivered to the Secretary of State, as required by the Texas Nonprofit Corporation [act/code].
The minutes and records described above shall be made available for inspection by current directors of the corporation during normal business hours. In addition, to the extent required by applicable law, the corporation shall make available for inspection during regular business hours, by any individual, copies of;
E. Any application filed with and any letter or other document issued by the Internal Revenue Service with respect to the Tax-Exempt Status of the corporation.
F. The annual returns filed with the Internal Revenue Service for the three most recent years,(to the extent the corporation is required to file such returns provided that the names and addresses of contributors to the corporation may be kept confidential).
SECTION 7.6 INVESTMENTS. The corporation shall have the right to retain all or any part of any securities or property acquired by it in whatever manner, and to invest and reinvest any funds held by it. According to the judgment of the Board of Directors without being restricted to the class of investments which a Director or Trustee is or may hereafter be permitted by law to make, or any similar restriction, provided that no action shall be taken by, or on behalf of the corporation, if such action is a forbidden activity, or would result in the denial of tax exempt status under Section 501©(3) of the Internal Revenue code as amended.
SECTION 7.7 CHECKS AND DRAFTS. All checks, drafts, or other orders for the payment of money issued in the name of the corporation shall be signed by the President, Vice President, Treasurer or Secretary. Any check, draft, or other order for the payment of an amount in excess of One Thousand Dollars shall require two signatures.
SECTION 7.8 PROHIBITED ACTIVITIES. The corporation is organized as a nonprofit corporation exclusively for charitable, religious, and educational purposes within the meaning of Section 501 ©(3) of the Internal Revenue Code, as amended. No part of the net earnings of the corporation shall insure to the benefit of, or be distributed to its, Trustees, Directors, 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 these articles of incorporation. No substantial part of the activities of the corporation shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the corporation shall not participate in or intervene in any political campaign on behalf of or in opposition to any candidate for public office. Anything contained in these bylaws to the contrary notwithstanding, the corporation shall not carry on or otherwise engage in any activities not permitted to be carried on or engaged in by;
A. A corporation exempt from Federal Income Tax under Section 170©(2) of the Internal Revenue Code, as amended, or any corresponding section of any future tax code.
B. A corporation, contributions to which are deductible under Section 170©(2) of the Internal Revenue Code, as amended, or any corresponding section of any future tax code.
C. A corporation organized and existing under the Texas Nonprofit Corporation.
SECTION 7.9 NO LOANS, GUARANTIES FOR DIRECTORS. The corporation may not lend money to or guarantee the obligation of a Director or Officer of the corporation, but the fact that a loan guaranty is made in violation of this section does not affect the borrower’s liability on the loan.
SECTION 7.10 INDEMNIFICATION.
A. The corporation shall indemnify a Director who was wholly successful, on the merits or otherwise, in the defense of any proceeding to which the director was a party, because he or she is or was a Director of the corporation, against reasonable expenses actually incurred by the Director in connection with the proceeding. An Officer of the corporation who is not a Director is entitled to indemnification to the same extent as a Director. In addition, if an individual is made a party to proceeding because the individual is or was a Director, Officer, Employee, or Agent of the corporation, the Board of Directors may, to the extent permitted by law, authorize the corporation to advance expenses to such individual and/or indemnify such individual against liability incurred in the proceeding.
B. Any person(s) handling funds will be insured, either by a bond or on the insurance policy, in an amount sufficient to cover any potential loss or theft.
AGREEMENT
2. We will be prepared to discuss the issues on the agenda of the board meeting and understand that the staff has an obligation to give each of us time to review the materials and to prepare for a discussion on the issues.
3. We acknowledge that the standing committees of the Board of Directors serve a vital and important function and therefore agree to participate in, and attend meetings of the committees on which we serve as members.
4. We agree to serve as visible leaders of Habitat and to be knowledgeable of the programs of Habitat. We therefore will participate in the activities of Habitat in general, including international headquarters affiliate projects, regional center projects, and locally sponsored programs.
5. We commit ourselves to financially support Habitat for Humanity’s ministry by contributing in accordance with our personal abilities and means. In addition, we agree to raise financial, spiritual, and other support for Habitat for Humanity and its programs.
6. We agree that all people have different personality traits but acknowledge a common good in everyone, and therefore will respect those differences and work towards the mission of Habitat for Humanity.
7. We agree that this affiliate can only be as good as the members of this board, and we will do our best to constantly improve and make our affiliate the best it can be.
8. We agree that annually we as a board will reaffirm and sign the latest version of the Affiliate Covenant between our affiliate and the Habitat for Humanity International.
9. We as a board understand that our personal opinions may not always be the opinion of the group and at times we will be required to sacrifice for the good of the affiliate.
10. We agree that the contained bylaws are how we are going to govern this affiliate, and lead this affiliate into the upcoming years to continue to do God’s work for people in need.