Cooking with the Troops Inc.
ARTICLE 1 NAME AND PURPOSE
1.01 The name of the public benefit organization shall be Cooking with the Troops, Inc. It shall be a non-profit organization incorporated under the laws of the State of Indiana.
1.02 The corporation is organized for the charitable and educational purposes of:
1.02.1 providing a culinary change of pace for U.S. and Allied military personnel and medical caregivers;
1.02.2 providing educational opportunities and transition assistance into food and beverage careers for those who serve;
1.02.3 gathering and sharing knowledge with and for troops on the front line and supporting same;
1.02.4 providing other direct and indirect assistance to support the care and well-being of U.S. and Allied military personnel and their families.
1.03 Cooking with the Troops, Inc., is a public benefit corporation organized exclusively for charitable purposes, including such purposes as the making of distributions to organizations that qualify as exempt organizations under section 501(c)(3) of the Internal Revenue Code, or corresponding action of any future federal tax code; to educational institutions; and, to other entities as appropriate to support educational and vocational purposes.
ARTICLE 2 BOARD OF DIRECTORS
2.01 The Board of Directors is the sole policy-making body of the organization and may exercise all the powers and authority granted to the corporation by law.
2.01.1 The Board of Directors serves without compensation or other direct benefit
2.01.2 Members of the Board may be compensated for reasonable expenses incurred in the performance of their duties with appropriate documentation and prior approval of the Board.
2.02 The Board will consist of no less than two individuals and no more than nine individuals. The Board will include a Chairman, Vice-Chairman, Secretary, Treasurer,and up to five members-at-large.
2.02.1 At least one Member-at-Large will have served in military combat arms and have earned the Combat Infantry Badge or the Combat Action Badge (Army), Combat Action Ribbon (Marines/Navy), or corresponding decoration if service was in an allied military;
2.02.2 At least one Member-at-Large will be drawn from the food and beverage industry, and have demonstrated significant personal accomplishment as determined by the Board of Directors
2.02.3 Nominations for the Board will be made by a committee consisting of the Chairman, Vice-Chairman, and Secretary, with inputs provided by any or all members of the Board
2.02.4 Any action to increase the size of the Board beyond nine members will require a unanimous vote of the Board
2.03 Term of office for each member of the board will be three years. Vacancies resulting from resignation, incapacity, death, or removal prior to the end of term will be filled by two-thirds vote of the remaining Board of Directors.
2.03.1 The founding Directors will serve an initial term of seven years, at which time their term of membership shall be voted for renewal based on the standard three year term.
2.03.2 Until such time as the Board of Directors has a minimum of five members, the founding Directors can, by two-thirds vote, remove one of the founding Directors
2.03.3 The Board of Directors can vote to remove any member by two-thirds majority vote, with the exception of a Founding Director, which will require a unanimous vote by all parties other than the Founding Director being voted upon and the Director bringing the motion.
2.04 Resignations from the Board must be made in writing, and become effective upon receipt of the written document by the Secretary of the Corporation
2.05 The Board of Directors shall hold at least two regular meetings per calendar year at dates, times, and places as determined by the Board
2.06 Special meetings may be called by the Chairman, or at the request of any two Directors by notice e-mailed, mailed, telephoned, faxed, or telegraphed.
2.06.1 Special meetings will require at least forty-eight hours notice before such a meetings
2.06.2 The person or persons requesting the meeting must provide a reason and a preliminary agenda with said request
2.07 A quorum shall consist of a majority of the Board attending in person or through technical means as allowed by State and Federal law. All decisions will be by majority vote of those present at a meeting at which a quorum is present. If less than a majority of the directors is present at said meeting, a majority of the directors present may adjourn the meeting on occasion without further notice.
2.08 Any action required or permitted to be taken at a meeting of the Board of Directors (including amendment of these Bylaws) or of any committee may be taken without a meeting if all the members of the Board or committee consent in writing to taking the action without a meeting and to approving the specific action. Such consents shall have the same force and effect as a unanimous vote of the Board or of the committee as the case may be.
2.09 As allowed by State and Federal law, members of the Board can attend any meeting through the use of teleconferencing, videoconferencing, or other technical means as shall be developed provided that all members participating can hear all conversations and/or discussions, and can have access to all relevant materials and presentations to be made.
ARTICLE 3 OFFICERS OF THE CORPORATION
3.01 Officers of the Corporation will consist of a minimum of Chief Executive Officer, President, and Secretary
3.01.1 Officers and Staff may receive salary and other compensation as voted upon by the Board of Directors. Unless the Bylaws are amended by unanimous vote, no salary may exceed the sum of $125,000.00 per year plus benefits.
3.01.2 The Chief Executive Officer serves as head of the corporation, and is responsible for strategic planning and operations, long-term growth, and development
3.01.2.1 As approved by the Board of Directors, the positions of President, Bookkeeper, Vice President of Development, Legislative Liaison, or other positions will report to the Chief Executive Officer
3.01.3 The President of the Corporation is responsible for day-to-day marketing, regular operations, and special operations as approved by the Board
3.01.3.1 As approved by the Board of Directors, the positions of Vice President of Marketing and Communications, Managing Director, and all volunteers will report to the President
3.01.3.2 When income reaches $5 million, or sooner if chosen by the Board, a Managing Director with extensive and successful non-profit management experience will be hired. It is also desired that if possible, this person have military experience as well, preferably in combat arms
3.01.4 The Secretary is responsible for documenting any and all meetings of the officers, and for ensuring that the Board is kept apprised of all relevant activities
3.01.5 The Officers are required to submit to the Board of Directors each year a plan of operations that includes quantifiable and measurable goals for the year; that compares the previous year’s plan to results for that year; and, that addresses any shortfalls, problems, or issues from that analysis
3.02 The officers of the Corporation shall be elected by the Board of Directors at regular meetings of the Board, or, in the case of vacancies, as soon thereafter as convenient. New offices may be created and filled at any meeting of the Board of Directors.
3.03 Terms of office may be established by the Board of Directors, but shall not exceed three (3) years. Officers shall hold office until a successor is duly elected and qualified. Officers shall be eligible for reappointment.
3.04 Resignations from the Board must be made in writing, and become effective upon receipt of the written document by the Secretary of the Corporation
3.05 An officer may be removed by majority vote of the Board of Directors at a meeting, or by action in writing pursuant to Section 2.08, whenever in the Board’s judgment the best interests of the Corporation will be served thereby. Any such
removal shall be without prejudice to the contract rights, if any, of the person so removed.
3.06 The Board of Directors may hire such paid staff as they deem proper and necessary for the operations of the Corporation. The powers and duties of the paid staff shall be as assigned or as delegated to be assigned by the Board.
ARTICLE 4 VOLUNTEERS
4.01 Recognizing that individuals will want to take part in the activities and day-to-day operations of the corporation on an unpaid (volunteer) basis, the allowance for such is hereby provided subject to the following limitations
4.01.1 Volunteers release and hold harmless the Corporation for any and all liability for accidents, injury, illness, property loss, death, or other event that occurs as a result of their volunteer activities.
4.01.2 Volunteers agree to abide by all rules and regulations of the Corporation and by all applicable State and Federal Laws
4.02 Volunteers may not commit the Corporation to any course of action, inaction, financial liability, or other activity except as specifically allowed by the Officers of the Corporation with the approval of the Board
4.03 Volunteers can be compensated for reasonable expenses with the prior approval of the Officers and Board of the Corporation, and with appropriate documentation for such expenditures.
4.04 Volunteers may be dismissed from the organization by the Chief Executive Officer and the President
4.04.1 As provided by State law, no reason need be given for the dismissal
4.04.2 Any volunteer dismissed by the Officers of the Corporation can appeal that dismissal to the Board of Directors, who can uphold by simple majority vote or reverse upon two-thirds majority vote
ARTICLE 5 DIRECTORS EMERITUS
5.01 Recognizing that the time will come when persons associated with the Corporation (Director, Officer, Staff, or Volunteer) will leave, the office of Director Emeritus can be offered by majority vote of the Board of Directors, to both
recognize their contributions and to provide a venue for continued cooperation with and counsel to the Corporation
5.02 Any Director or Officer may nominate a person for this honor
5.03 The person nominated may decline the nomination
5.04 Holders of the position have no voting rights, nor can they commit the Corporation to any action, inaction, or financial liability.
5.04.1 Any holder of this office who does attempt such shall immediately be stripped of the position by the Chairman of the Board of Directors
5.05 The Board of Directors can by simple majority vote elect to remove the title from anyone so honored for any reason. Such vote is not subject to appeal.
ARTICLE 6 INDEMNIFICATION
6.01 Every member of the Board of Directors, officer or employee of the Corporation may be indemnified by the corporation against all expenses and liabilities, including counsel fees, reasonably incurred or imposed upon such members of the Board, officer or employee in connection with any threatened, pending, or completed action, suit or
proceeding to which she/he may become involved by reason of her/his being or having been a member of the Board, officer, or employee of the corporation, or any settlement thereof, unless adjudged therein to be liable for negligence or misconduct in the performance of her/his duties. Provided, however, that in the event of a settlement the
indemnification herein shall apply only when the Board approves such settlement and reimbursement as being in the best interest of the corporation. The foregoing right of indemnification shall be in addition and not exclusive of all other rights which such member of the Board, officer or employee is entitled.
ARTICLE 7 SPECIAL BOARDS AND COMMITTEES
7.01 Recognizing that no Board of Directors or group of Officers, no matter how talented, has the depth and breadth of knowledge and expertise needed for operations and growth of the Corporation, a National Advisory Board is hereby established for Cooking with the Troops, Inc.
7.01.1 People may be invited to take part in the National Advisory Board by two-thirds vote of the Founding Directors or simple majority vote of the Board of Directors once at least five membersof the Board have been named
7.01.2 Such vote can be done in person, by telephone, or other electronic canvassing, subject to a ratification vote at the next formal meeting of the Board of Directors
7.01.3 Members of the National Advisory Board may resign in writing at any time for any reason, and such vacancy need not be filled or a replacement otherwise named by the Board of Directors
7.01.4 Participation is purely voluntary and is not compensated
7.01.5 Membership provides no voting privileges or other rights upon the members.
7.01.6 The Board of Directors may elect to compensate a member for expenses occurred for special circumstances in performance of their duties provided prior approval is obtained and appropriate documentation provided
7.01.7 There is no limit placed upon the size of this board
7.02 The Board of Directors may elect by simple majority vote to establish other special advisory boards as needed, subject
to the same constraints as outlined under section 7.01
ARTICLE 8 DISCOURSE
8.01 Civic involvement and participation in the workings of the Republic are an integral right and necessary responsibility of all Citizens. As such, the Corporation encourages its members to participate fully and completely so as to discharge their duties as informed and responsible citizens.
8.01.1 No member of the Board of Directors or Officer of the Corporation shall be censured or otherwise face sanction for holding or espousing a personal opinion on politics, news of the day, or other event or activity related to the governance of the Republic.
8.01.2 No member of the Board of Directors, Officer, staff, or volunteer may issue a statement or opinion claiming, directly or by implication, to represent the Corporation. Violation of this is cause for immediate dismissal
8.01.2.1 Any volunteer or staff member found to be in violation of this section can be dismissed by the Chief Executive Officer or President immediately. The volunteer or staff member can appeal to the Board of Directors, which can uphold the action by simple majority or reverse the decision by two-thirds majority
8.01.2.2 Any Officer or Board member in violation can be removed by simple majority vote of the Board. There is no appeal.
8.02 The Corporation will only take positions on issues that have a direct impact on its mission and knowledge. These positions will be voted on by the Board of Trustees and only adopted upon approval by a two-thirds majority of the Board
8.03 The Corporation will freely and completely share its specialized knowledge and experience with State and Federal agencies, organizations, and bodies if and as requested or needed.
8.04 All Officers and paid staff will be afforded time to go vote and otherwise participate in the electoral and related processes of the Republic. While taking no position on issues except as otherwise noted above, all Directors, Officers, staff, and volunteers will be encouraged to vote and otherwise participate as responsible Citizens of the Republic
ARTICLE 9 FINANCIAL ADMINISTRATION
9.01 The fiscal year of the Corporation shall be January 1 – December 31 but may be changed by resolution of the Board of Directors.
9.02 All checks, orders for the payment of money, bills of lading, warehouse receipts, obligations, bills of exchange, and insurance certificates shall be signed or endorsed by such officer or officers or agent or agents of the Corporation and in such manner as shall from time to time be determined by resolution of the Board of Directors or of any committee to which such authority has been delegated by the Board.
9.03 All funds of the Corporation, not otherwise employed, shall be deposited from time to time in general or special accounts in such banks, trust companies, or other depositories as the Board of Directors or any committee to which such authority has been delegated by the Board may select, or as may be selected by the President or by any other officer or officers or agent or agents of the Corporation, to whom such power may from time to time be delegated by the Board. For the purpose of deposit and for the purpose of collection for that account of the Corporation, checks, drafts, and other orders of the Corporation may be endorsed, assigned, and delivered on behalf of the Corporation by any officer or agent of the Corporation.
9.04 The funds of the Corporation may be retained in whole or in part in cash or be invested and reinvested on occasion in such property, real, personal, or otherwise, or stock, bonds, or other securities, as the Board of Directors in its sole discretion may deem desirable, without regard to the limitations, if any, now imposed or which may hereafter be imposed by law regarding such investments, and which are permitted to organizations exempt from Federal income taxation under Section 501(c)(3) of the Internal Revenue Code.
ARTICLE 10 BOOKS AND RECORDS
10.01 Correct books of account of the activities and transactions of the Corporation shall be kept in print form or electronic form or both forms at the office of the Corporation. These shall include a minute book, which shall contain a copy of the Certificate of Incorporation, a copy of these Bylaws, and all minutes of meetings of the Board of Directors.
10.02 Copies of previous years books and related public filings, along with the most recent completed filings with State or Federal government, shall be available for review by anyone at the operational location for the Corporation during regular business hours.
10.03 Current financial records and related public documents can be viewed by anyone who makes a request at least forty-eight hours in advance so as to allow the relevant records to be compiled and provided in accordance with good practices and protection of personal or other proprietary information as required by law.
10.04 Requests by mail shall be handled in accordance with all applicable laws as well as the rules and regulations outlined in Article 11.
ARTICLE 11 OPENNESS AND PRIVACY
11.01 In promotion of maximum transparency, these Bylaws and other relevant documents of the Corporation will be placed, in appropriate format, on the Corporate website.
11.02 All finished financial filings and related public documentation shall likewise be placed in appropriate format on the Corporate website
11.03 While transparency is a good and worthwhile endeavor, the Corporation will provide reasonable safeguards and otherwise work to protect information classified, redacted, or otherwise protected under HIPAA or other State or Federal legislation and regulation.
11.04 Members and Public requests (via U. S. Postal Service and/or email) for copies of IRS related documents open for public inspection per the Internal Revenue Code shall be mailed to the requester, within 30 days of receiving the request and fee for copies, to include a copy of the following documents or copies of specific requested documents:
· Completed Form 1023 and any supporting documents
· Any correspondence between the organization and the IRS concerning Form 1023
· The IRS “Letter of Determination” approving the Organization’s exemption
· The IRS “Group Exemption Letter” (GEL 5352) approving the Organization’s group exemption status
· Annual Information Forms (Form 990 or 990EZ or 990N)
· Schedule “A” included with Form 990 or 990EZ
· Schedule “B” included with Form 990 or 990EZ, except names/addresses of contributors and other identifying information about contributors (if required to be filed)
11.05 A fee as allowed by the Internal Revenue code (currently $1.00 for the first page and $.15 for each additional page, plus actual postage) may be charged and required to be received prior to mailing the copies to the requestor.
11.06 While a condensed agenda and/or minutes of meetings of the Board of Directors will be placed on the website of the Corporation, unless required by State or Federal law full minutes and agendas will not be released to the public in order to protect private information and the good name and reputation of individuals or corporate entities.
11.07 A written privacy statement will be adopted by the Board that will include protection of the name and related information of any donors; that will require them to opt in to receive any contact other than a thank you note for the donation; and, will ensure that their information is not shared or sold to any third party.
ARTICLE 12 AMENDMENT OF BYLAWS
12.01 These Bylaws may be amended by a two-thirds majority vote of the Board of Directors, provided prior notice is given of the proposed amendment in the notice of the meeting at which such action is taken, or provided all members of the Board waive such notice, or by unanimous consent in writing without a meeting pursuant to Section 2.08.
ARTICLE 13 DISSOLUTION
13.01 The Board of Directors may, by two-thirds majority vote, elect to cease operations and close the Corporation.
13.02 All actions will be in accordance with IRS regulations that state: Upon the dissolution of the corporation, assets shall be distributed for one or more exempt purposes within the meaning of section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code, or shall be distributed to the federal government, or to a state or local government, for a public purpose. Any such assets not so disposed of shall be disposed of by a Court of Competent Jurisdiction of the county in which the principal office of the corporation is then located, exclusively for such purposes or to such organization or organizations, as said Court shall determine, which are organized and operated exclusively for such purposes.
13.03 As allowed by Section 13.02, all funds from such sales, as well as monies in accounts, annuities, trusts, or other financial instruments owned or controlled by the Corporation shall be used as follows:
13.03.1 All just debts of the Corporation shall be paid in full, or to the extent allowed by law or the availability of funds.
13.03.2 In the event of funds or other instruments of value being in excess of debts, the Board of Trustees shall disperse all residue and remainder to a charity or charities selected by the Board
13.03.2.1 While there is no obligation to donate to such, the Founding Directors strongly commend to the Board executing this provision the Warrior Legacy Foundation, Soldiers’ Angels, and the United Service Organization (USO) if still extant at time of dissolution.
13.03.2.2 The Founding Directors strongly commend that the Board consider charities that share support of the troops, nutrition and food, and related common interest with the Corporation.
13.04 Any trusts, annuities, accounts, or other financial instruments established to benefit the Corporation but not controlled by the Corporation shall revert to such uses and plans as established by those controlling them.
13.05 Any intellectual property or similar asset shall revert to ownership of its creator or other appropriate controlling interest.
ARTICLE 14 GENERAL RULES
14.01 Unless the Board of Directors adopts a specific guideline for rules and procedures, simple rules of order shall be presumed and used.
14.02 A motion to adjourn is always in order, and must be voted upon, unless such motion is being made on a repetitive basis at least five times in a row as a delaying action or to prevent operations, in which case the Board may suspend this rule
for one hour by a two-thirds majority vote.
In recoginition of incorporation in the state of Indiana on the 16th day of April, 2010 we the undersigned hereby sign and execute these bylaws as founding Board Members of Cooking with the Troops Inc.
C. Blake Powers, Chairman of the Board
Bob Miller, Vice Chairman of the Board
MaryKatharine Ham, Secretary of the Board