By-Laws
CORCAH
4.1 Officers, Election, Term
4.2 Removal, Resignation, Salary
4.3 Chief Executive Officer
4.4 Term of Office
4.5 Election Process
4.6 Duties and Responsibilities
4.7 Resignation
4.8 Executive Committee
Article 5 - Committees
5.1 Committee of Board of Directors
5.2 Committee Procedures
5.3 Resignation or removal of Committee Members
5.4 Standing Committees
5.5 Ad Hoc Committees
5.6 Attendance by Telephone
Article 6 - FUNDS
Article 7 – Seal and LOGO
Article 8 - Construction
Article 9 - Amendments
9.1 Articles of Incorporation
9.2 Article of Incorporation
9.3 By-Laws
1.1 Corporate Name
The name of the Non Governmental Organization (NGO) and Not-For-Profit Organization shall be Committee of Relief and Cooperation for the Advancement of Haiti. CORCAH, Inc.,
CORCAH Inc.,
P.O. Box 100797
Brooklyn, NY 11210
United States
REGISTRATION AND LEGAL STATUS:
United States Department of the Treasury
Internal Revenue Service (IRS)
Employer Identification Number: 41-2132328
Certification of Incorporation:
Under Section 402 of the Not-For-Profit Corporation Law
Approved and filed by the State of New York.
Status: Active
Telephone Number
(732) 283-4187 (USA)
(011) 509-222-6890 (Haiti)
Website
The principal office for the transaction of the business of the Organization will be at such place as the Board of directors from time to time, shall determine. If otherwise not determined, it shall be located in the City of New York, United States.
1.3 Corporate Purposes
CORCAH, Inc., is a charitable organization as defined in subparagraph (a) (5) of Section 102 of the Not-for-Profit Corporation Law and is a type B Corporation under Section 201 of the Not-for –Profit Corporation Law.
CORCAH is organized exclusively for charitable purposes within the meaning of Section 501 ( c ) ( 3) of the Internal Revenue Code of 1986 as may be amended from time to time,, or any corresponding provision of any future United States Internal Revenue Law.
The purposes for which CORCAH has been organized are as follows:
To encourage, promote and foster a current interest and concern for the economic development of Haiti and the improvement of life for its residents including, but not limited to, rebuilding its hospitals; improving the quality of health care of its residents; improving educational opportunities; developing sustainable tourism and leisure activities; promoting Integrated Watershed and Marine Ecosystem-based Management and environmentally Sound Marine Transportation; promoting investment from foreign and national individuals and organizations; fostering partnerships with other ONGs; encouraging the socioeconomic development of its residents; providing for beautification of Haiti.
1.4 Mission Statement
As a professional Non Governmental Organization (NGO), the mission of CORCAH is:
- To succeed by fostering an environment where members, partners, sponsors and all stakeholders are working very hard to achieve and contribute to the success of our organization.
- To be internationally recognized as a nongovernmental and not-for-profit organization with the highest standards of excellence.
- To create value and growth through social activities and economic development programs.
- To develop better ways of fostering partnerships with international organizations around the world.
- To serve our members, sponsors and partners, and all stakeholders with integrity.
1.5 Non Governmental and Not for Profit Organization
All of the assets and earnings of the organization shall be used exclusively for charitable and educational purposes within the meaning of Section 501 ( c) (3) of the Code, in the course of which operation:
a) No part of the net earnings of the Organization shall insure to the benefit of, or be distributable to, its directors, officers, or other persons, except that the organization 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 herein.
b) Notwithstanding any other provisions of the organization’s Articles of Incorporation and Bylaws, the organization shall not engage in any other activities not permitted: 1) by a corporation exempt from federal income tax under Section 501 ( c) ( 3) of the Code, or ( 2) by a corporation, contributions to which are deductible under Section 170 ( c) ( 2) of the Code.
c) Upon the dissolution of the organization, the Board of Directors shall after paying or making provisions for the payment of all the liabilities of the Organization, dispose of all the assets of the Organization exclusively for the purpose of the Organization in such manner, or to such organization or organizations organized and operated exclusively for charitable or educational purposes as shall at the time qualify as an exempt organization or organizations under Section 501 ( c) ( 3) of the Internal Revenue Code of 1986 ( or the corresponding provision of any future United States Internal Revenue Law), as the Board of Directors shall determine. Any such assets not so disposed of shall be disposed of by a court of competent jurisdiction of the country in which the Principal Office of the Association 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.
1.6 Organizational Chart
1.7 Chapters
Chapters of the Organization may be established, chartered, altered or abolished in accordance with the policy of the Board of directors. The purposes and policies of each Chapter shall conform to and be consistent with the Organization’s purposes and policies.
1.8 Geographical and Worldwide Composition
CORCAH shall be compromised of 5 countries in the world. The five countries shall be as follows:
a) Haiti
b) United States
c) Canada
d) France
e) Sweden
ARTICLE 2: MEMBERSHIP
2.1 Eligibility
We believe that people are the key to a bright future of CORCAH, Inc., We encourage diversity of culture. The Membership in the organization shall be open to those persons regardless of ethnicity, religious background, national origin, creed who:
a) Are willing to contribute to the support of the organization, and also, to comply with the organization rules, guiding principles, laws and regulations. Such person shall be eligible for “Full Membership”
or
b) Have distinguished themselves in the business world through their management experience or entrepreneurial endeavors and have demonstrated intellectual abilities in said professional life. Such person shall be eligible for “Associate Membership”.
or
c) Have met the requirements for either Full Membership or Associate Membership and have the desire for a permanent commitment to the organization.
2.2 Membership Meetings
The annual membership meeting of the organization shall be held on the last Saturday of the month of June each year except that if such day be a legal holiday then in that event the directors shall fix a day not more than two weeks from the date fixed by these by-laws. The secretary shall cause to be mailed to every member in good standing at his address as it appears on the membership roll book of the corporation a notice stating the time and place of the annual meeting.
Regular meetings of the organization shall be held every month at the principal office of the organization.
The presence of any membership meeting of not less than one half members plus one shall constitute a quorum and shall be necessary to conduct the business of the corporation; however, a lesser number may adjourn the meeting for a period of not more than four weeks from the date scheduled by the by-laws and the secretary shall cause a notice of the re-scheduled date of the meeting to be sent to those members who were not present at the meeting originally called. A quorum as hereinbefore set forth shall be required at any meeting.
A membership roll showing the list of members as of the record date, certified by the secretary of the corporation, shall be produced at any meeting of members upon the request therefore of any member who has given written notice to the corporation that such request will be made at least ten days prior to such meeting. All persons appearing on such membership roll shall be entitled to vote at the meeting.
SPECIAL MEETINGS
Special meetings of the Organization may be called by the directors. The secretary shall cause a notice of such meeting to be mailed to all members at their addresses as they appear in the membership roll book at least ten days but not more than fifty days before the scheduled date of such meeting. Such notice shall state the date, time, place and purpose of the meeting and by whom called.
Other business but that specified in the notice may be transacted at such special meeting without the unanimous consent of all present at such meeting.
FIXING RECORD DATE
For the purpose of determining the members entitled to notice of or to vote at any meeting of members or any adjournment thereof, or to express consent to or dissent from any proposal without a meeting or for the purpose of determining the members entitled to receive any distribution or any allotment of any rights or for the purpose of any other action, the board shall fix, in advance, a date as the record date for any such determination of members. Such date shall not be more than fifty nor less than ten days before any such meeting or any other prior action.
2.3 Members in Good Standing
Members in “Good Standing” of the Organization shall be those persons meeting the requirements for eligibility for membership in the Organization set for in Section 2.1 herein.
2.4 Suspension or Termination
The Board of Directors may suspend or terminate the membership of any Member who in its judgment has violated the Bylaws or whose conduct is deemed detrimental to the best interest of the Organization.
The Board of Directors may grant such Member an opportunity to resign or to be heard prior to a decision on termination or suspension.
2.5 Membership Dues
The Board of Directors shall approve the membership dues of Members of the Organization, and the required due date for the payment of such dues. Failure to pay dues will result in Suspension or Termination.
2.6. Proxies
Every member entitled to vote at a meeting of members or to express consent or dissent without a meeting may authorize another person or persons to act for him by proxy.
Every proxy must be signed by the member or his attorney in-fact. No proxy shall be valid after the expiration of eleven months from the date thereof unless otherwise provided in the proxy. Every proxy shall be revocable at the pleasure of the member executing it, except as otherwise provided by law.
ARTICLE 3: BOARD OF DIRECTORS
3.1 General Powers
All of the business and affairs of the Organization shall be managed by or under the direction of the Board of Directors, subject to the limitation of the laws of the State of New York, the Articles of Incorporation and these Bylaws, and in accordance with the policies and principles of the Organization. The Board of Directors shall have full authority to carry out the functions of directors authorized by the New York Not for Profit Corporation Act.
3.2 Duties and Qualification of Board of Directors
a) Management: The management of the affairs of the Organization shall be vested in the Board of Directors. It shall be the duty of the Board of Directors to carry out the objectives and purposes of the Organization and, to this end, it may exercise all powers of the Organization.
b) Eligibility and criteria: A candidate for membership of the Board of Directors shall at a minimum:
1) Have attained Membership status pursuant to the requirements established.
2) Have demonstrated his/her commitment to the mission of the Organization as evidenced by his/her membership and/or the Organization and/or other community and/or professional organizations.
3) Have a minimum 10 years of business experience.
Additional criteria for Board membership shall be set forth by the Board and reviewed from time to time to ensure diversity of experience and that a breadth of resources, skills, and expertise is available to the Board and Organization.
3.3 Composition of Board of Directors
a) Number of Directors: The Board of Directors shall not be less than three (3) and no more than twenty-two (22) members. The number of Directors comprising the Board may be reduced from time by a resolution of the Board by a two-thirds (2/3) vote.
b) Appointed and Elected Directors: The Board of Directors of the Organization shall be structured.
3.4 Nominating Committee Composition
The Nominating Committee shall be responsible for bringing viable candidates to the attention of the Board and overseeing the nominating process. The nominating Committee shall be composed of a core team of (5) people.
No member of the Nominating Committee may be recommended for appointment or election in any calendar year in which he/she serves on the Nominating Committee.
3.5 Nominating Process
Each year the Nominating Committee will be charged with recommending candidates to the Board of Directors based on qualifications and needs predetermined by the Board. The number of appointed and elected candidates will be based on the number of current Board members whose terms are set to expire at the end of that current year and any current vacancies that exist.
3,6 Nominee Selection
The selection of Directors shall occur annually and the number of candidates will be determined by the number of seats openings as of June 24th of the following year. Directors shall be members of good standing.
3.7 Removal of Directors
The Board of Directors shall be empowered to remove any Director, with cause, by a two-thirds (2/3) vote of the full Board of Directors at a regular meeting or at a special meeting for which the notice thereof shall specify such purpose.
3.8 Resignations
Any Director may resign after giving three weeks notice to the Chairperson or the Secretary of the Organization. Such resignation shall take effect at the time specified therein or, if no time is so specified, shall take effect immediately; and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.
3.9 Vacancies
Any vacancy occurring on the Board of Directors by reason of death, incapacity, resignation or otherwise shall be filled by action of the remaining Board of Directors per the recommendation of the Nominating Committee. The term of the Board member filling the vacancy shall be for the unfilled term of the member being replaced.
3.10 Term Limits
No member of the Organization shall serve on the Board of Directors for more than (3) consecutive years.
3.11 Compensation
Directors shall not receive any compensation for their services as Directors. A reasonable amount can be provided to cover travel expenses.
3.12 Board of Director Meetings
The Board of Directors shall meet at least twice per year at such a place as is determined by the Board or by the Executive Committee when the Board is not in session.
3.13 Management of the Organization
The Organization shall be managed by the Board of Directors which shall consist of not less than three directors. Each director shall be at least nineteen years of age.
3.14 Quorum of Directors
Unless otherwise provided in the certificate of incorporation, a majority of the entire board shall constitute a quorum for the transaction of business or of any specified item of business. The quorum shall be more than 50 percent plus one of the numbers of Board of directors.
3.15 Action of the Board
Unless otherwise required by law, the vote of a majority of the directors present at the time of the vote, if a quorum is present at such time, shall be the act of the Board. Each director present shall have one vote.
3.16 Place and Time of Board Meetings
The Board may hold its meetings at the office of the organization or at such other places, either within or without te state, as it may from time to time determined.
3.17 Notice of the Meetings of the Board, Adjournment
Regular meetings of the Board may be held without notice at such time and place as it shall from time to time determine. Special meetings of the Board shall be held upon notice to the directors and may be called by the president upon three days’ notice to each director either personally or by mail or by wire; special meetings shall be called by the president or by the secretary in a like manner on written request of two directors. Notice of a meeting need not be given to any director who submits a waiver of notice whether before or after the meeting or who attends the meeting without protesting prior thereto or at its commencement, the lack of notice to him.
A majority of the directors present, whether or not a quorum is established, may adjourn any meeting to another time and place. Notice of the adjournment shall be given all directors who were absent at the time of the adjournment and, unless such time and place are announced at the meeting, to the other directors.
3.18 Chairman
The Chairman is elected for five years. At all meetings of the Board, the Chairman, or in his absence, a chairman chosen by the board shall preside.
3.19 Executive and other committees
The board, by resolution adopted by a majority of the entire board, may designate from among its members an executive committee and other committees, each consisting of three or more directors. Each such committee shall serve at the pleasure of the board.
ARTICLE 4 – OFFICERS AND EXECUTIVE COMMITTEE
4.1 Officers, Election, Term
Unless otherwise provided for in the certificate of incorporation, the board may elect or appoint a president, one or more vice-presidents, a secretary and a treasurer, and such other officers as it may determine, who shall have such duties, powers and functions as hereinafter provided. All officers shall be elected by eligible members of CORCAH during the annual general membership meeting. Each officer shall hold office for the term for which he is elected or appointed and until his successor has been elected or appointed and qualified.
4.2 Removal, Resignation, Salary
Any officer elected or appointed may be removed by the board with or without cause. In the event of the death, resignation or removal of an officer, the board in its discretion may elect or appoint a successor to fill the un-expired term. Any two or more offices may be held by the same person, except the officers of president and secretary. The reasonable salaries of all officers shall be fixed by the board.
4.3 Chief Executive Officer
The Chief Executive Officer (CEO) is nominated by the board for five (5) years. The appointment will be made by the majority vote of the board pursuant to an established electoral process. He/she shall preside at all meetings of the members and of the Board; he/she shall have the general management of the affairs of the organization and shall see that all orders and resolutions of the board are carried into effect. The Chief Executive Officer is in charge of overseeing all operational and financial activities of the organization
The Chief Executive Officer shall have the authority to purchase gifts and/or awards to recognize the service and commitment of elected officers and committee chairs.
4.4 Term of Office
The term of office for Officers of the Board shall be three (3) years. Officers may serve multiple terms, limited only by their board seat term limit. If an Officer’s board term expires while he/she is in office, he/she must be re-appointed or re-elected to the board to complete his/her officer term.
4.5 Election Process
Officers of the Organization shall be elected by the members during the annual general membership meeting. All directors will be eligible to hold positions as officers with the exception of current directors whose terms of office expire as of June 24th of the year following the officer election.
4.6 Duties and Responsibilities
a) Chairperson: The Chairperson shall preside at all meetings of the membership of the association, the Board of Directors and the Executive Committee. The Chairperson is charged with leading the Board in the development of the mission, policies and goals for the organization. The Chairperson also is charged with leading the Board in the oversight of management implementation of programs and actions to achieve the mission, goals and corporate purpose. The Chairperson is a voting member of the Executive Committee and is an ex-officio member of all other Standing Committees.
The Chairperson shall have the power to veto policy decisions of the Board of Directors with the following stipulations – the veto may not represent a conflict of interest or be self-serving for the Chairperson; the Chairperson may not veto an electoral process or result of an election; a chairperson’s veto may be overridden by a two-thirds vote of the Board of Directors.
b) Vice Chair of Development
The Vice Chair of Development shall be responsible for the overall advancement and development of the organization. The Vice Chair of Development shall in the absence of the chairperson, preside at appropriate meetings. Should the Chairperson resign or otherwise be removed from office prior to the completion of his/her term, the Vice Chair of Development shall assume the office of Chairperson, and with the concurrence of a majority of the full board, appoint a replacement as Vice Chair of Development.
c) Vice Chair of Policy and Programs
The Vice Chair of Policy and Programs shall be charged with select strategic programs at the commencement of each fiscal year, depending on the needs of the organization, based on the recommendation of the executive committee and approval of the Board. In the absence of the Chairperson and Vice Chair of Development, the Vice Chair of Policy and Programs shall preside at appropriate meetings.
d) Secretary
The secretary shall be responsible for overseeing the recording of the proceedings of meetings of the organization. Board of Directors and the Executive Committee and ensuring the maintenance of the corporate records and the seal of the organization. The secretary shall oversee the elections for officers and executive committee members of the board of directors, and count the ballots cast at the appropriate meetings. The Secretary also shall oversee and ensure that appropriate updates are made to the Association’s bylaws. The Secretary shall, in the absence of the chairperson, vice Chair of development and vice chair of policy and programs, preside at appropriate meetings.
e) Treasurer
The treasurer shall lead the development and oversight of the financial policies of the organization. The treasurer shall oversee the finance and audit responsibilities of the board. The treasurer shall, in the absence of the chairperson, Vice Chair of development, vice chair of policy and programs and secretary, preside at appropriate meetings.
f) Immediate past chairperson
The immediate Past Chairperson is the Board member who most recently served as Chairperson. He/She retains this title for one year after serving as Chairperson. The immediate Past Chairperson serves on the Executive Committee as an ex-officio/non-voting member of the committee. It is required that this position be held only by a current Board member.
4.7 Resignation
Any officer may resign at any time by giving written notice of three calendar weeks to the Chairperson or Secretary of the Association. Any such resignation shall take effect at the time specified therein and, if no effective date is specified, such resignation shall take place within three calendar weeks. Unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.
4.8 Executive Committee
The Executive Committee shall consist of the officers of the association. The Executive Committee shall have and exercise powers and responsibilities of the Board of Directors between meetings of the Board subject to any prior limitation established by the Board of Directors. The Executive Committee, however, shall not have the power, or the authority, without the consent of two-thirds of the Board, to amend, after, or rescind any policy adopted by the Board of Directors.
The Treasurer shall maintain all accounting records in an electronic format utilizing Quicken or other accounting software. Financial records should be maintained for at least five (5) years.
Monthly Statements
The Treasurer shall prepare and distribute, prior to the scheduled monthly executive committee meeting, to the executive committee the following financial statements on a monthly basis for the current and prior two months.
A. Balance Sheet
B. Current Month Expense/Revenue Statement
C. Year-To-Date Expense/Revenue Statement
D. Itemized transaction report
Quarterly Statements
The Treasurer shall prepare for submission all financial reports as required by the National office and indicated in the National Chapter Operating Manual.
Additionally, the Treasurer shall prepare quarterly Chapter Budget-To-Actual for submission to the executive committee prior to the scheduled monthly meeting.
Annual Statements
The Treasurer is responsible for coordinating the preparation (may be prepared by an independent CPA or other professional) and submission the 990 IRS tax filing and all other federal, state and city tax related documentation.
The Chief Executive Officer is responsible for:
· Working independently to meet deadlines with little or no supervision.
· Handling sensitive and confidential information with the highest degree of professionalism.
· Fostering the success of CORCAH by forging new, and enhancing the existing networks of relationships with businesses, organizations, agencies, donors, and other stakeholders.
· Communicating effectively the vision and engaging others in its support.
· Building relationships, developing financial resources, and championing a strategic community impact perspective.
· Achieving the organization’s mission, vision and strategies.
· Creating a strong or