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BY-LAWS OF BROTHER, HELP THYSELF, INC.
ARTICLE 1 - CHARTER
Section 1 - Part of By-laws. The Charter of this Corporation entitled "Articles
of Incorporation of Brother, Help Thyself, Inc.”, dated August 13, 1980, is made a
full part of these By-laws except that no part of the Charter shall be amended or
repealed under the provisions of Article 8 of these By-laws.
Section 2 - Amendments. Any portion of the Charter may be amended or
repealed at any annual or special meeting of the member organizations, called for
that purpose as provided for in Article 2 of these By-laws, only after the advice of
attorney and only in accord ance w ith the general laws of the District of Columbia
and of the United States respecting corporations.
Section 3 - Keep in Good Order. It shall be the duty of the Board of Directors
or the President to keep the Charter in good standing under the laws of the District
of Columbia and of the United State s and to pay any fee or fees so required and to
promptly file all reports, papers, or other instruments so required.
Section 4 - Retain an Attorney. The Board of Directors may retain an attorney
to advise it or to act in its name, when so authorized, for such time and for such
other purpose it may deem expedient.
ARTICLE 2 - MEMBERS
Section 1 - Annual Meetings. The Corp oratio n shall, after the yea r 198 0, hold
annually a regular meeting of its member organizations for the transaction of
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general business at 9:00 P.M . on the second Wednesday in the month of March
each year, if not a legal holiday. Such annual meetings shall be general meetings,
that is to say, open for the transaction of any business within the powers of the
Corporation, without special notice of such business, except in cases in wh ich
special notice is required by statute, by the Charter, or by the By-laws.
Section 2 - Representation at the Annual Meeting. Such annual meeting may
be attended by any member entitled to vote under the by-laws of any member
organization. However, each member organization shall have only one (1)
designated (certified) representative to speak in its name and shall have only one (1)
vote which shall be cast by that designated (certified) representative, as required,
on all matters requiring a vote brought before the annual meeting. The president or
secretary of each member organization shall designate its representative at the
annual meeting to the President and Secretary of this Corporation not less than ten
(10) days before the annual meeting. Guests may be invited to the annual meeting
by any member of the Board of Directors, by any Officer of the Corporation, or by
any designated (certified) representative. Guests shall have no voice unless
specifically inv ited to ad dress the annual meeting by the Board of Directors. Guests
Section 3 - Special Meetings. At any time in the interval between annual
meetings, special meetings of the member organizations may be called by the
President or by a majority of the Board of Directors under the provisions of Section
5 of this Article, with the same rules of representation as provided in Section 2 of
this Article.
Section 4 - Place of Meetings. All annual or special meetings shall be held at
Suite 350, 1111 14th Street NW, W ashington, DC 200 05, except in cases in which
the notice thereof designates some other place.
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Section 5 - Notice of Meetings. Written or printed notice of every annual or
special meeting of the member organizations shall be given to each member
organization entitled to vote at such meeting thirty (30) days (or more) before such
meeting, by leaving the sa me at th e usuallace of bu siness, or by mailing it,
postage prepaid, and addressed to the address as it appears upon the books of the
Corporation unless said written notice shall be waived by the member organization.
Notice of every special meeting shall be in writing and the date, address, and time,
and matter(s) of business to be decided shall be stated in the notice. Failure to give
notice of any annual meeting of the Corporation or any irregularity in such notice,
shall not affect the validity of any election or question acted upon at the meeting.
Voting shall be by ballot, and upon demand of any member organization, the voting
shall b e conducted by two inspectors, in which event th e proxies and ballots shall
13 be received, and all questions touching the qualifications of voters and the validity
14 of proxies and the acceptance or rejection of votes shall be decided by such
15 inspectors. Such inspectors shall be appointed by the Board of Directors, none of
16 whom need be a D irector.
Section 6 - Proxies. Any member organization entitled to vote at any annual
or special meeting may vote either in person, through its designated (certified)
representative, or by proxy, such proxy to be in writing, subscribed by the president
or secretary of the member organization or its duly authorized attorney-in-fact, and
dated , but need no t be sealed, witnessed or acknowledgd. It shall be delivered in
22 person to the President or Secretary of this Corporation. Proxies are not permitted
23 at regular or additional meetings of the Board of Directors.
24 Section 7 - List of Members. At each annual or special meeting of member
25 organ ization s a full, true and complete list o f all member orga nizations and their
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1 designated (certified) representative entitled to vote at such meetings shall be
2 furnished by the Secretary.
3 Section 8 - Voting. At all meetings of the member organizations, unless the
4 votin g is conducted by inspectors, th e pro xies and ballots shall b e rece ived, and all
5 questions touching the qualifications of voters and the validity of proxies and the
6 acceptance or rejection of votes shall be decided by a majority of the designated
7 (certified) represen tatives.
8 Section 9 - Quorum-Members. The number of m ember organizations w hich
9 shall be present in person or represented by proxy at any meeting of member
10 organizations, in order to constitute a quorum for the transaction of any business or
11 any specified item of business, shall be at least sixty percent (60%) of the total
12 number of member organizations of the said Corporation.
13 Section 10 - Observer Status. By a vote of seventy-five (75%) percent of the
14 entire Board of Directors at a regular meeting or an additional meeting, the Board of
15 Directors may admit an organization interested in becoming a member of the
16 Corporation to observer status. An organization so admitted is expected to attend
17 all meeting s of th e Board and p articip ate ac tively in the affairs of Brother, Help
18 Thyself, Inc., so that the observer organization may get to know the member
19 organizations and the operations of this Corporation and so that the member
20 organizations may observe the potential member over a period of time. An
21 organization in observer status may participate fully in the Board's deliberations but
22 does not have a vote.
23 Section 11 - New Mem bers. By a vote of seventy-five percent (75%) of the
24 entire Board of Directors at the regular meeting immediately preceding the annual
25 meeting of this Corporation, or at a special meeting called for that purpose under
the provisions of Article 2, Section 3 of these By-Laws, the Board of Directors may
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recommend to the member organizations that an organization, which has served a
minimum of one year as an observer, should become a member of the Corporation.
At the annual meeting, if seventy-five percent (75%) of the then member
organizations agree, the new member organization shall immediately be
represented on the Board of Directors and at the annual and special meetings of
this Corporation and shall have all rights and responsibilities conferred by the
Charter and By-Laws.
Section 12 - Withdrawal from Membership. Member organizations, by a
resolution of its members under the provisions of its by-laws, may withdraw from
membership in this Corporation. Such resolution shall be presented at any annual
or special meeting of this Corporation. Such resolution shall be accepted and shall
be effective up on presentation. In such case, the Board of Directors is decreased in
number by such withdraw al(s).
Section 13 - Removal from Membership. If a member organization is not
represented by its Director or alternate at fifty percent (50) of the meetings of the
Board of Directors in a year (annual meeting to annual meeting), the remaining
member organizations may vote to remove that mem ber organization at the annual
meeting or a special meeting called for that purpose. A vote to remove a mem ber
organization shall require a seventy-five percent (75) majority of the remaining
organizations. Prior to such a vote the Board shall determine whether the absence
is due to the negligence of the member organization's Director and alternate or
whether the absence is due to the inability of the member organization to maintain
representation on the Board. The organization's inability to maintain representation
on the Board shall be a cause for removal. The Secretary shall notify any member
organization in w riting when it has been abs ent throu gh its Director or alternate
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more than tw enty-five (25 ) percent o f the time in one year (annua l meeting to
annual meeting).
Section 14 - Maximum Membership. In accordance with the Charter of this
Corporation, entitled "Articles of Incorporation of Brother, Help Thyself, Inc.", and
made a part of these By-Laws by Article 1, Section 1, the maximum number of
members shall not exceed twenty-five organizations.
ARTICLE 3 - BOARD OF DIRECTORS
Section 1 - Powers. The business of the Corporation shall be conducted and
managed by its Board of Directors, which may exercise all of the powers of the
Corporation except as are by statute, by the Charter, or by the By-laws, conferred
upon or reserved to the member organizations. The Board of Directors shall keep
full and fair accounts of its transactions.
Section 2 - Election. A (certified) representative and an alternate (hereinafter
referred to as the Director) to the Board of Directors shall be chosen by the member
organizations of the Corporation in a manner prescribed in their respective by-laws.
Each Director shall represent one member organization and shall
disqualification , resignation, or removal of a Director shall not affect the status in
this Corporation of any member organization except as herein provided in Article 2,
Section 12 or 13 of these By-Laws. Each Director shall be certified by the president
or secretary of the member organization which he represents, as its Director, to the
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Secretary of this Corporation. It is an obligation of each member organization to see
that its Director on the Board of Directors fulfills his duties, and that a qualified
Director be selected at all times. If this does not occur, the Secretary sh all write to
the member organization, explain the situation, and request action.
Section 3 - Regular Meetings. After each annual meeting as herein provided
in Article 2, Section 1 of these By-laws, the Board of Directors shall meet not
sooner than ten (10) days and not later than forty-five (45) days thereafter, on a
date and at a time and location within the District of Columbia determined at the
annual meeting for the purpose of organization and the transaction of other
business . Other regular meeting s of th e Board o f Direc tors s hall then be held
monthly on such dates and times and at such places within or without the District
of Columbia as may be designated from time to time by the Board of Directors,
except that no regular meeting of the Board of Directors shall serve as the regular or
special meeting of any other group, organization, or corporation.
Section 4 - Additional Meetings. Additional meetings of the Board of
Directors may be called at any time by the President or by a majority of the Board of
Directors. Such meetings shall be held at such place or places within or without the
District of Columbia as may be designated from time to time by the Board of
Directors, except that no additional meeting of the Board of Directors shall serve as
the regular or special meeting of any other group, organization, or corporation.
Section 5 - Notice of Meetings. Exce pt as prov ided in Sec tion 3 of this Article
3, notice of the place, day and hour of every regular and additional meetings of the
Board of Directors sh all be g iven to such Directors three (3) days (or more) in
advance of the meeting, by delivering the same to him personally, or by sending the
same to him personally, or by sending the same to him by telephone, or by leaving
the same at his residence or usual place of business, or, in the alternative by
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mailing such notice seven (7) days (or more) before the meeting, postage prepaid,
and addressed to him at his last known post office address, according to the
records of the Corporation. Unless required by resolution of the Board of Directors,
no notice of any meeting of the Board of Directors need state the business to be
transacted thereat. Notice may be waived by any Director. Any meeting of theBoard of Directors, regular or additiona , may adjourn from time to time to
reconvene at the same, or some other place, and no notice need be given of any
such adjourned meeting other th an by announcement.
Section 6 - Quorum. The number of Directors who shall be present at any
meeting in order to constitute a quorum for the transaction of any business or of
any specified item of business shall be at least sixty percent (60%) of all of the
Directors then in number. The number of votes of Directo rs that shall be necessa ry
for the transaction of any business at any meetings of Directors shall be not less
than three (3) in num ber.
Section 7 - Compensation. The Board of Directors shall not receive any
compensation for their services nor shall any expenses be paid for attendance at
any annual or special meeting of the member organizations or for attendance at any
regular or additional meeting of the Board of Directors.
Section 8 - Liability. Any person made a party to any action, suit or
proceeding by reason of the fact that he, his testator or in testator, is or was a
Director or Officer of this Corporation, shall be indemnified by the Corporation
against the reasonable exp enses, including attorney's fe es, ac tually and nece ssarily
incurred by him in connection with the defense of such action, suit or proceeding,
or in connection w ith any appe al therein , excep t in relation to m atters as to w hat it
shall be adjudged in such a ction, suit, or proceeding that such Director o r Officer is
liable for misconduct in the performance of his duties. The Board of Directors may
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purchase liability insurance on behalf of the Corporation and its Officers and
Directors.
ARTICLE 4 - OFFICERS/AGENTS
Section 1 - Executiv e Officers. The Board of Directors shall elect a President
and a Vice-President from among the Directors or from among the active voting
members of a member organization who shall have been a Director within the
8 previous three (3) yea rs of his electio n. The B oard of D irectors shall elec t a Secretary
9 and a Treasurer who need not be Directors. Any two of the above-mentioned
10 offices, except those of President and Vice-President, may be held by the same
11 person. Office rs shall b e elected at the reg ular m eeting of the B oard o f Directo rs in
12 February. An officer shall hold office through the time he presents his report of the
13 preceding year’s activities the annual meeting, or until his successor shall have
14 been duly chosen and qualified, or until he shall have resigned or shall have been
15 removed. If an officer is not present at the annual meeting, his successor shall take
16 office at the beginning of the annual meeting. The individual who is recording the
17 Minutes for the an nual meeting w ill be respon sible for the M inutes of th e entire
18 meeting. Any vacancy in any of the above offices shall be filled for the unexpired
19 portion of the term by the Board of Directors at the regular or additional meeting of
20 the Board of Directors held after any such vacancy.
21 Section 2 - President. The President shall preside at all annual or special
22 meetings of the member organizations and at all meetings, regular or additional, of
23 the Board of Directors at which he shall be present. He shall have general charge
24 and supervision of the business of the Corporation. He may sign and execute, in the
25 name of the Corporation, all authorized deeds, mortgages, bonds, contracts or
26 other instruments, excep t in cas es in w hich t he sig ning and exec ution there of sh all
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1 have been expressly delegated to some other Officer or agent of the Corporation. He
2 shall perform all duties incident to the office of the President of a Corporation, and
3 such other duties as from time to time may be assigned to him by the Board of
4 Directors.
5 Section 3 - Vice-President. The Vice -Presiden t at the requ est of the P resident,
6 or in his absence, or during his inability to act, shall perform the duties and exercise
7 the functions of the President, and when so acting shall have the powers of the
8 President. The Vice-President shall have such other powers and perform such other
9 duties as may be assigned from time to time to him by the Board of Directors or the
10 Presiden t.
11 Section 4 - Secretary. The Secretary shall keep the minutes of all annual and
12 special meetings of the member organizations and of all regular and additional
13 meetings of the Board of Directors in books provided for the purpose. He shall see
14 that all notices are duly given in accordance with the provision of these By-laws or
15 as req uired by law. He sha ll be cu stod ian o f the records of th e Corpora tion. H e sha ll
16 see that the Corporation Seal is affixed to all documents, the execution of which, on
17 behalf of the Corporation, under its seal, is duly authorized, and when so affixed
18 may attest the same, and in general, shall perform all duties incident to the Office of
19 Secretary of a Corporation, such other duties as are herein outlined in these
20 By-laws, and such other duties as from time to time may be assigned to him by the
21 Board of Directo rs or the Pre sident.
22 Section 5 - Treasurer. The Treas urer sh all hav e cha rge o f and be responsible
23 for all funds, secu rities, re ceipts and disbursem ents o f the C orpo ration , and shall
24 deposit, or cause to be deposited in the name of the Corporation, all moneys or
25 other valuable e ffects in suc h bank, trust com pany, or o ther depositaries as sh all,
26 from time to time, be selected by the Board of Directors. He shall render to the
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1 President or to the Board of Directors, whenever required or requested, an account
2 of the finan cial co nditio n of th e Corpora tion, a nd in general, he sha ll perfo rm all
3 duties incident to the Office of Treasurer of a Corporation, and such other duties as
4 may be assigned to him from time to time by the Board of Directors or the
5 Presiden t.
6 Section 6 - Subordinate O fficers. The Bo ard of D irectors m ay from time to
7 time appoint or elect such subordinate officers as it may deem desirable including
8 but not limited to, one or more assistant secretaries or assistant treasurers, none of
9 whom need be Directors. Each such subo rdinate officer shall hold office for such
10 period, not to exceed one (1) year, and from date of appointmen t shall perform such
11 duties as the Board of Directors or the President may prescribe.
12 Section 7 - Executiv e Director. The Pre sident sh all nom inate an ind ividual to
13 serve as Executive Director, subject to confirmation by a majority of the Board of
14 Directors. This person shall have by experience, background, or training expertise
15 to oversee the daily activities of the Corporation. The Executive Director shall be
16 responsible for direct interaction with and between officers, Directors and
17 Committee Chairs. The Executive Director shall share the responsibility of
18 representing Brother, Help Thyself at such meeting, activities, and events, as
19 necessary. The Executive Director may act as agent of the corporation, but if the
20 Executive Director is a Director or an Officer of the Corporation, he may not be
21 compensated for services. The Executive Director may perform duties prescribed by
22 the President and/or the Corporation. The Executive Director need not be a member
23 of Member Organization. The Executive Director shall serve for one (1) year. As
24 circumstances may alter with time, the Executive Director may be designated an
25 authorized agen t for services o n behalf of the Co rporation by the B oard of D irectors
26 under Article 5, Section 2 of these By-Laws.
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1 Sectio n 8. Committees. The Board of Directors or the President may from
2 time to time create any committee or committees for a fixed period, not to exceed
3 one (1) year, to advise on any matter. The President shall appoint, subject to the
4 confirm ation by a majo rity of the Bo ard of D irectors, all com mittee C hairs. There
5 shall be standing committees for the following: Education, Grants, Direct/Targeted
6 Mail, Sp ecial Projects , Fund R aising, and Development.
7 Section 9 - Compensation. The Board of Directors shall not compensate any
8 Officer or officers of the Corporation for their services nor shall any expenses be
9 paid for attendance at any annual or special meeting of the member organizations
10 or for attendance at any regular or additional meeting of the Board of Directors.
11 Reimbursement may be paid to any Officer for any expense(s) incurred in the
12 perform ance of o fficial duties. Re ceipts for su ch expense(s) sha ll be subm itted to
13 the Treasurer before payment is ma de by him. The T reasurer shall report all such
14 payments to the Board of Directors at its meeting, regular or additional, following
15 such payment. A majority of the Board of Directors may require such reimbursed
16 expense(s) to be repaid to the Corporation.
17 Section 10 - Removal. Any Officer of the Corporation may be removed from
18 that office, with or without cause, by a vote of a majority of the entire Board of
19 Directors at a meeting, regular or additional, notice of which shall specify such
20 intend ed action un der pro vision o f Article 3 , Sectio n 5 of these B y-Law s.
21
22 ARTICLE 5 - FINANCES
23 Section 1 - Checks, Drafts, Etc. All checks, drafts, and orders for payment of
24 money, notes and other evidence of indebtedness, issued in the name of the
25 Corporation, shall be signed by the Treasurer and by the President or the
26 Vice-President. In the absence or inability of the Treasurer to sign within seven (7)
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1 consecutive days, the Pre sident and V ice-Pre sident may sign an d shall report th eir
2 action to the Board of Directors at its next
3 meeting.
4 Section 2 - Compensatio n of Ou tside Co ntractors or Agents. By resolution of
5 the Board of Directors, the Treasurer shall pay any authorized contractor or agent
6 for services rendered in behalf of the Corporation upon receipt of a duly executed
7 invoice or bill.
8 Section 3 - Annual Repo rts. A full and true written statement of the affairs of
9 the Corporation shall be submitted at the annual meeting of the member
10 organizations an d filed no t later than the regular m eeting of th e Board of Directo rs
11 thereafter at the principal office of the Corporation as required
12 by law. Such statement shall be prepared by the President and the Treasurer of the
13 Corporation.
14 Section 4 - Fiscal Year. The fiscal year of the Corporation shall be from
15 February 1 to January 31.
16 Section 5 - Seal. The Board of Directors shall provide a suitable seal, bearing
17 the name of the Corporation, which shall be in the charge of the Secretary. The
18 Secretary shall give it to his successor. The Board of Directors may authorize one or
19 more duplicate seals and provide for the cus tody the reof.
20 Section 6 - Bond. The Board of Directors may require any Officer or agent of
21 the Corporation to give bond to the Corporation, conditioned upon the faithful
22 discharge of his duties, with one or more sureties and in such amounts as may be
23 satisfactory to the Board of Directors.
24 Section 7 - Audit. The B oard o f Directo rs shall ret ain a ce rtified pu blic
25 accountant to provide an annual audit, prepare taxes, and perform any other duties
26 as designated by the Board of Directors. The Board of Directors may appoint three
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1 (3) of their num ber from time to time, n one o f whom may be an Officer of th is
2 Corporation, to au dit the bo oks of th is Corpo ration as m aintained b y the Trea surer.
3 They shall report the results of their findings to the member organizations at the
4 annual meeting, and shall make such recommendations as they see fit. Those
5 recom mendations , if vote d in th e affirm ative b y the member org aniza tions , shall
6 become binding on the future conduct of the Treasu rer of this Corp oration , until
7 they are rescinded in like manner or until recommendations are made and passed
8 that preclude them.
9 Section 8 - Of Records and Prop erty. All records of this Corporation held by
10 the Officers or by the Board of Directors are the property of the Corporation and as
11 such shall be given in whole to the successors in office. Any and all moneys, items,
12 merchandise, etc. given, donated, or sold to this Corporation for its use are the
13 property of the Corporation and shall be disposed of as the Board of Directors may
14 direct but not to their personal use nor to the personal use of any Officer. The
15 Officers at the direction of the Board of Directors may obtain a secured storage
16 facility for the above.
17
18 ARTICLE 6 - RULES OF PROCEDURE
19 Section 1 - Roberts Rules of Order Revised, in its current edition, shall direct
20 the conduct of all business whatsoever at all annual or special meetings of the
21 member organizations and at all meetings, regular or additional of the Board of
22 Directors of this Corporation. Whenever such rules are in conflict or contradict any
23 provision made in the Charter of this Corporation or these By-laws or in the general
24 laws of the District of Columbia or of the United States respecting corporations,
25 these By-laws, Charter, and general laws shall have precedence. The President may
26 appoint a Parliamentarian who need not be a Director or an Officer. The
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1 Parliamentarian shall serve for such a period as the President directs, but the
2 appointment may not exceed one (1 ) year.
3
4 ARTICLE 7 - NON-DISCRIMINATION IN LANGUAGE
Section 1 - Language. In all provisions of these By-laws, wherever the
masculine form of language is used, it is expressly understood that it refers to the
feminine as well. The Board of Directors shall not make any rule or take any action
that would exclude any person or organization on the basis of sexual orientation,
gender, race, creed, religion, age or handicap.
ARTICLE 8 - AMENDMENTS
Section 1 - Amendments. Any and all provisions of these By-laws may be
altered or repealed and new By-laws adopted at any annual meeting or at a special
meeting called for that purpose, by a vot e of seventy-five perce nt (75 %) of all
member organizations entitled to vote at such meeting. The text of any proposed
alteration or repeal shall be given in writing, under the seal of the Corporation, by
the Secretary to each member organization through its Director or alternate and
shall be mailed to the member organization at its address as it appears upon the
books of the Corporation at least thirty (30) days before the annual meeting or the
special meeting called for that purpose as herein provided in Article 2 of these
By-laws.
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ADOPTED by the mem ber organizations of Brother, Help Thyself, Inc. at the
Annual Meeting of the Corporation on the 9th day of March, 2005.
_________________________________
Robert L. Guenther
Secretary
Brother, H elp Thyself