THE TABLE OF THE SAINTS, INC.
ARTICLE I. PURPOSE AND POWERS
Section1.1.Purpose.The corporation shall be organized and operated exclusively for charitable, scientific, or educational purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code of 1986, as amended, or the "Internal Revenue Code", including for such purposes, the making of distributions to organizations that qualify as exempt under section 501(c)(3) of the Internal Revenue Code, and also specifically including, for such purpose, the organization and operation of the following activities and/or raising funds and making distributions in connection with or for the benefit of such activities to promote, foster and effect recovery of all adults, who are involved with the WI. Veterans Homeless Project, Milwaukee Community of Care Initiative and WI. Department of Corrections System, in breaking the cycle of addiction abuse, and neglect within the family unit. Our target population is Waukesha, Racine, and Milwaukee Counties, at-risk adults ages 18 years old and older, regardless of race creed, religion, or sexual orientation.
To provide services to children and adults who are in need of safe residential environment as an alternative to drugs, alcohol, and crime.
a. Help individuals develop the skills needed to become self-sufficient and productive members of society, by providing education, therapy, assessments, life-skills training, and management skills.
b. Help establish own individuality, while enhancing self-esteem, self-worth and developing strong coping skills in order to deal with stressful situations without the use of drugs, violence or crime.
c. Provide positive support systems, peer activities, appropriate placement, role models, and emphasize the leadership development stage for adult by adult, while educating adult on how better to plan and organize structured social activities, meanwhile promoting safe neighborhoods and adult involvement in community issues.
d. Provide referrals to professionals with developmental background in behavioral and cognitive problems.
e. Cultural awareness education focuses on developing interpersonal skills through race relations and education, by bringing the different races together in group setting discussing the difference, and the problems.
f. Aids Awareness Education, the prevention of teen pregnancy and the promotion of sexual responsibility.
G. Parental involvement in support groups, fund-raising activities, and one-on-one counseling.
Section 1.2 Powers. In accomplishing the foregoing purposes, as set forth in section 1.1 of this article I., the corporation, in addition to the powers necessary or convenient to carry out such purposes, all statues, subject to the provisions of the corporation's Articles of Incorporation as amended or restated.
ARTICLE III. BOARD OF DIRECTORS
2.1. General Powers. The affairs of the corporation shall be managed by a Board of Directors. In addition to the powers conferred on the Board of Directors by the corporation's Articles of Incorporation, these Bylaws, the Wisconsin Statues or otherwise by the law, the Board of Directors, unless otherwise prohibited by law.
2.2. Number and Qualifications. The Board of Directors shall be composed of seven (7) persons. Such number may be increased or decreased by appropriate amendment to this Section 3.2 of the Article III of these Bylaws, but in no event shall such number be less than three (3). A director need not be a resident of the State of Wisconsin but shall be an adult.
2.3. Election. The officers of the Corporation shall be chosen annually by the Board of Directors at its Annual Meeting. Each officer shall hold office until the officer's successor has been elected and qualified, or until the officer's death, resignation, or removal.
2.4 Resignation. Any officer may resign at any time by giving written notice to the Board of Directors or the Secretary of the Corporation. The resignation shall take effect at the time specified or if no time is specified, upon receipt of the resignation by the Secretary or the Board of Directors. Acceptance of the resignation shall not be necessary to make it effective.
2.5 Removal. Any officer may be removed from office by the action of the Board of Directors whenever in their judgment such removal serves the best interests of the Corporation.
2.6 Vacancies. A vacancy occurring in any office, for any reason, may be filled for the unexpired portion of the term of the office by the Chairperson, or, in the Chairperson's absence or inability to act, by the Board of Directors.
2.7 Chairperson. The Chairperson shall have authority over the Board of Directors and shall ensure that the directions and policies of the Board of Directors or prescribed in these Bylaws or otherwise delegated by the Board of Directors are executed. The Chairperson may sign and execute, in the name of the Corporation, any instrument or document consistent with the foregoing authority or any other instrument or document specifically authorized by the Board of Directors. The Chairperson shall, whenever it may in the Chairperson's opinion be necessary, prescribe the duties of other officers and employees of the Corporation in a manner not inconsistent with the provisions of these Bylaws and the directions of the Board of Directors.
2.8 Vice Chairperson. The Vice Chairperson shall act in the absence of the Chairperson and shall have such other duties as the Board may direct.
2.9 Chief Executive Officer. The Board of Directors shall appoint and employ the President who shall be the Chief Executive Officer (CEO) of the Corporation, and shall be an ex officio, nonvoting, member of the Board. S/he shall be responsible for administration of the Corporation’s programs, finances and personnel, within the framework of the policies, principles and practices established by the Board, and shall report to the Board. S/he shall have the authority to employ or remove personnel and she/he deems necessary in accordance with budget provisions and personnel policies and practices authorized by the Board of Directors. S/he shall be responsible for the administrative management of the affairs of the corporation subject to the approval and discretion of the Board of Directors. S/he shall have such other powers and perform such other duties as are incident to the office of President and as may be prescribed by the Board of Directors.
The President serves at the pleasure of the Board of Directors, and may be appointed or removed by action of the Board as provided under these Bylaws.
3.10 Secretary. The Secretary shall:
3.10.1 Certify and keep at the principal office of the corporation the original or a copy of its Articles of Incorporation and Bylaws, as amended or otherwise altered to date.
3.10. 2 Keep at the principal office of the corporation, or such other place as the Board of Directors may direct, a book of minutes of all meetings of the Board of Directors and committees thereof with the time and place of holding, whether regular or special and, if special, how authorized, the notice thereof given, and the names of those present at the meeting.
3.10.3 See that all notices are duly given in accordance with the provisions of these Bylaws or as required by law.
3.10.4 Be custodian of the records of the corporation.
3.10.5 See that the books, reports, statements, and all other documents and records required by law are properly kept and filed.
3.10.6 Exhibit for inspection upon requests the relevant books and records of the corporation for any proper purpose at any reasonable time.
3.10.7 In general, perform all duties incident to the office of Secretary, and such other duties as from time to time may be assigned by the Board of Directors.
4.01 Treasurer. The Treasurer shall perform or have performed under the Treasurer's direction the following functions:
4.01.1 Have charge and custody of, and be responsible for, all funds and securities as of the corporation, and deposit all such funds and securities of the corporation, and deposit all such funds in the name of the corporation in such banks, trust companies, or other depositories as shall be selected by the Board of Directors.
4.01.2 Keep and maintain adequate and correct accounts of the corporation's properties and business transactions, including account of its assets, liabilities, receipts, disbursements, gains, losses, capital, and surplus.
4.01.3 Exhibit for inspection upon requests the relevant books and records of the corporation for and proper purpose at any reasonable time.
4.01.4 Render interim statements of the condition of the finances of the corporation to the Board of Directors upon request, and render a full financial report at the annual meeting of the Board of Directors.
4.01.5 Receive, and give receipt for, monies due and payable to the corporation from any source whatsoever.
4.01.6 In general, perform all the duties incident to the office of Treasurer and such other duties as from time to time may be assigned to the Treasurer by the Board of Directors.
4.2. Meeting of Directors. The meeting of the Board of Directors (which shall be a regular meeting of the Board of Directors) shall be held quarterly at the principal place of business of the corporation or such other location determined by the Board of Directors, within or without the State of Wisconsin, as set forth in the notice of such meeting, for election of the Board of Directors and such other business as shall properly come before such meeting. At least ten (10) days prior a verbal or written notice shall be given to all directors.
4.2. Other Regular Meetings. The Board of Directors may provide, by resolution, the time and place, either within or without the State of Wisconsin, for the holding of additional regular meetings without other notice than such resolution.
4.3. Special Meetings. Special meetings of the Board of Directors may be called by or at the request of the Chairperson of the Board, the President or any two (2) directors. The individual(s) calling any special meeting of the Board of Directors may fix any place; wither within or without the State of Wisconsin, as the place for holding the meeting.
4.4. Place of Meeting. The place of any regular or special meeting of the Board of Directors shall be the place specified in the notice of such meeting, either within or without the State of Wisconsin, and, if no such place is specified in such notice, such meeting shall be held at the principal business of the corporation, or, if there is none, at the registered office of the corporation in the State of Wisconsin.
4.5. Notice; Waiver. Notice of each meeting of the Board of Directors (unless otherwise provided in or pursuant to Section 3.6), shall be given to each director (i) by written notice delivered personally or mailed or given by telegram, cable or radiogram to such director at his or her business address or at such other address as such director shall have designated in writing filed with the Secretary, or (ii) by word of mouth, telephone, or radiophone personally to such director, in each case note less than forty-eight (48) hours prior thereto. If mailed, such notice shall be deemed to be delivered when deposited in the United State mail so addressed, with postage thereon prepaid. If notice be given by telegram, e-mail, cable, or radiogram, such notice shall be deemed to be delivered when the telegram, cable or radiogram is delivered to the transmitting agency. Whenever any notice whatever is required to be given to any director of the corporation under the Articles of Incorporation or Bylaws or any provisions of law, a waiver thereof in writing, signed at any time, whether before or after the time of meeting, by the director entitled to such notice, shall be deemed equivalent to the giving of such notice. The attendance of a director at a meeting shall constitute a waiver of notice of such meeting, except where a director attends a meeting and objects thereat to the transaction of any business because the meeting is not lawfully called or convened. The business to be transacted at and the purpose of any annual, regular or special meeting of the Board of Directors shall be specified in the notice or waiver of notice of such meeting.
4.6. Quorum. Except as otherwise provided by law or by the Articles of Incorporation or these Bylaws, a majority of the directors then in office shall constitute a quorum for the transaction of business at any meeting of the Board of Directors, but a majority of the directors present (though less than such quorum) may adjourn the meeting from time to time without further notice.
4.7. Manner of Acting. The act of a majority of the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors, unless the act of a greater number is required by law or by the Articles of Incorporation or these Bylaws.
4.8. Conduct of Meetings. The chairperson of the Board, or in his/her absence, the President, and in his/her absence, a Vice President, and in their absence, any director chosen by the directors present shall call meetings of the Board of Directors to order and shall act as Chairperson of the meeting. The Secretary of the corporation shall act as secretary of all meetings of the Board of Directors, but in the absence of the Secretary, the presiding officer may appoint any Assistant Secretary or any director or other person to act as secretary of the meeting.
4.9. Unanimous Consent Without Meeting. Any action required by the Articles of Incorporation or Bylaws of the corporation or any provision of law to be taken at a meeting, or any action which may be taken at a meeting, may be taken without a meeting if a consent in writing setting forth the actions so taken shall be signed by all the members of the Board of Directors.
4.10. Committees of Directors. The Board of Directors by resolution adopted by the affirmative vote of a majority of the directors then in office may designate one or more committees, each committee to consist of three (3) or more directors elected by the Board of Directors, which, to the extent provided in said resolution, shall have and may exercise, when the Board of Directors is not in session, the powers of the Board of Directors in the management of the affairs of the corporation, except action in respect to election of officers or the filling or vacancies in the Board of Directors or committee created pursuant to the authority granted in this section. The Board of Directors may elect one (1) or more of its directors as alternate directors of any such committee who may take the place of any absent member or members at any meeting of such committee. The designation of such committee or committees and the delegation thereto of authority shall not operate to relieve the Board of Directors of any responsibility imposed upon it or him or her by law. Each such committee shall elect a presiding officer from its directors, shall fix its own rules governing the conduct of its activities and shall make such reports to the Board of Directors of its activities as the Board of Directors may request. A copy of the minutes of every meeting of any such committee shall be mailed to each member of the Board of Directors within ten (10) days following the meeting.
5.1. Employment Contracts. The Board of Directors shall have the power to employ and Executive Director or Manager to take charge of the business and carry out the purposes of the corporation under the direction of the Board of directors; the Board of Directors may define his or her duties, fix his or her compensation, and dismiss him or her without cause at any time. The Board shall also employ or authorize the employment of such employees, agents, and counsel as it from time to time deems necessary or advisable, prescribe their duties, and fix their compensation.
5. 2. Bonds and Insurance. The Board of Directors may require the manager and all other officers, agents, and employees charged by the corporation with responsibility for the custody of any of its funds, securities or commercial paper to give adequate bonds. Such bonds, unless cash security is given, shall be furnished by a responsible bonding company and approved by the Board of Directors, the cost to be paid by the corporation. The Board of Directors shall provide for the adequate insurance of the property of the corporation, or property that may be in the possession of the corporation or stored by it and not otherwise adequately insured; and, in addition, shall provide adequate insurance liability for accidents to all employees and the public.
ARTICLE V. CONTRACTS, LOANS, CHECKS AND
DEPOSITS: SPECIAL CORPORATE ACTS
5.3. Contracts. The Board of Directors may authorize any officer or officers, agent or agents, to enter into any contact or execute or deliver any instrument in the name of and on behalf of the corporation, and such authorization may be general or confined to specific instances. In the absence of other designation, all deeds, mortgages, and instruments of assignment or pledge made by the corporation shall be executed in the name of the corporation by the President, or one of the Vice Presidents and by the Secretary, an Assistant Secretary, the Treasurer or an Assistant Treasurer; the Secretary or an Assistant Secretary, when necessary or required, shall affix the corporation's seal thereto; and when so executed, no other party to such instrument or any third party shall be required to make and inquiry into the authority of the signing officer or officers.
5.4. Loans. No indebtedness for borrowed money shall be contracted on behalf of the corporation and no evidence of such indebtedness shall be issued in its name unless authorized by or under the authority of a resolution of the Board of Directors. Such authorization may be general or confined to specific instance.
5.5. Checks, Drafts, Etc. All checks, drafts and other orders for payment of money. notes, or other evidences of indebtedness issued in the name of the corporation, shall be signed by such officer or officers, agent or agents of the corporation and in such manner, including by means of facsimile signatures, as shall from time to time be determined by or under the authority of a resolution of the Board of Directors.
5.6. Deposits, 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 depositories as may be selected by or under the authority of a resolution of the Board of Directors.
ARTICLE VI. OFFICERS AND DIRECTORS: LIABILITY
AND INDEMNITY: TRANSACTION WITH CORPORATION
6.1. Liability of Directors and Officers. No person shall be liable to the corporation for any loans or damage suffered by it on account of any action taken or omitted to be taken by him or her in good faith as a director or officer of the corporation, or of any corporation for which he or she serves as a director or officer at the request of the corporation, if such person (a) exercised and used the same degree of care and skill as a prudent man or woman would have exercised or used under the circumstances in the conduct of his or her own affairs, or (b) took or omitted to take such action in reliance upon advise of counsel for the corporation or upon statements made or information furnished by officers or employees of the corporation which he or she had reasonable grounds to believe to be true. The foregoing shall not be exclusive of other rights and defenses to which he or she may be entitled as a matter of law.
Section 6.2. Indemnity of Directors, Officers, Employees and Agents. The corporation's obligations and rights with respect to the corporation's indemnification of its directors, officers, employees, and agents in connection therewith, shall be as set forth in the following provisions of the Wisconsin Statues which became effective in 1987 and which are incorporated into this Section 6.2 of these Bylaws as if fully set forth herein:
Section 181.042, regarding mandatory indemnification of directors and officers;
Section 181.043, regarding determination of the right to indemnification of directors and officers;
Section 181.044, regarding allowance of expenses as incurred by directors or officers;
Section 181.045, regarding the limitation of the corporation's obligations to indemnify under
Section 181,042; Section 181.047, regarding additional rights to indemnification and allowance of
expenses of directors and officers;
Section 181.049, regarding court-ordered indemnification of directors or officers;
Section 181.051, regarding indemnification and allowance of expenses of employees and agents; and Section 181.053, regarding the right of the corporation to purchase and maintain insurance with respect to indemnification of directors, officers, employees and agents.
The foregoing rights of indemnification of the corporation's directors, officers, employees and agents shall be in addition to all rights to which the corporation's directors, officers, employees and agents may be entitled as a matter of law.
6.3. Transactions with the Corporation. No contract or other transaction between the corporation and one or more of its directors or any other corporation, firm, association, or entity in which one or more of its directors are directors or officers or has a material financial interest shall either be void or violable because of such relationship or interest or because such director or directors are present at the meeting of the Board of Directors or a committee thereof which authorizes, approves or ratifies such contract or transaction or because his, her or their votes are counted for such purpose, if (1) the fact of such relationship or interest is disclosed or known to the Board of Directors or committee which authorizes, approves or ratifies the contract or transaction by a vote or consents of such interested directors; or (2) (in the event the corporation has voting members), the fact of such relationship or interest is disclosed or known to the members entitled to vote and they authorize, approve or ratify such contract or transaction by vote or written consent; or (3) the contract or transaction is fair and reasonable to the corporation. Common or interested directors may be counted in determining the presence of a quorum at a meeting of the Board of Directors or a committee thereof which authorizes approves or ratifies such contract or transaction.
ARTICLE VIII. OFFICES
7.1. Principal and Business Offices. The corporation may have such principal and other business offices, either within or without the State of Wisconsin, as the Board of Directors may designate or as the business of the corporation may require from time to time.
7.2. Registered Office. The registered office of the corporation required by the Wisconsin Non-Stock Corporation Law, Chapter 181, Wisconsin Statues, to be maintained in the State of Wisconsin may be, but need not be, identical with the principal office in the State of Wisconsin, and the address of the registered office may be changed from time to time by the Board of Directors. The business office of the registered agent of the corporation shall be identical to such registered office.
ARTICLE VIII. GENERAL
8.1. Seal. The Board of Directors may provide a corporation seal which shall be circular in form and have inscribed thereon the name of the corporation and the words "Corporation Seal, Wisconsin".
8.2. Fiscal Year. The fiscal year of the corporation shall begin on the first day of January and end on the last day of December, except that the first fiscal year of the corporation shall commence on January 1, 2014 and end on December 31, 2014.
ARTICLE IX. AMENDMENTS
9.1. By Members. In the event the corporation shall have voting members, these Bylaws may be altered, amended or repealed and new Bylaws may be adopted by the members by an affirmative vote of not less than a majority of the members present or represented at any annual or special meeting of the members at which a quorum is in attendance.
9.2. By Directors. These Bylaws may also be altered, amended or repealed and new Bylaws may be adopted by the Board of Directors by affirmative vote of a majority of the number of directors present at any meeting at which a quorum is in attendance; but no Bylaw adopted by the members shall be amended or repealed by the Board of Directors if the Bylaw so adopted so provides.
9.3. Implied Amendments. Any action taken or authorized by the members or by the Board of Directors, which would be inconsistent with the Bylaws then in effect but is taken or authorized by affirmative vote of not less than the number of members or the number of directors required to amend the Bylaws so that the Bylaws would be consistent with such action, shall be given the same effect as though the Bylaws has been temporarily amended or suspended so far, by only so far as is necessary to permit the specific action so taken or authorized.
Upon the dissolution of the corporation, the Board of Directors shall, after paying or making provision for the payment of all of the liabilities of the corporation, dispose of all its assets exclusively for the purposes of the corporation in such a manner, or to such organizations organized and operated exclusively for charitable, educational, religious or scientific purpose as shall at the time qualify as an exempt organization or organizations under Section 501 (C) (3) Form 1023 of the Internal Revenue Code of 501 (C) (3) Form 1023 (or the corresponding provision of any future United States Internal Revenue Laws) as the Board of Directors shall determine. Any such assets not disposed of shall be disposed of by the Superior Court of the county in which the principle office of the corporation is then located, exclusively for such purpose or to such organization or organizations, as said Court shall determine, which are organized and operated exclusively for such purpose.
These Bylaws were approved at a meeting of the Board of Directors of T.O.T.S., Inc. on March 6, 2015
Board Secretary Date