| |
|
Bylaws of Troubled Times, Inc.
a Nonprofit Public Benefit Corporation
Article 4: Officers
The President of Troubled Times, Inc. is a leadership figurehead, and as such must adhere to the stated mission and operating procedures outlined for Troubled Times, Inc.
Unless another person is specifically appointed as Chairperson of the Board of Directors, he or she shall preside at all meetings of the Board of Directors. If applicable, the President shall preside at all meetings of the members. The President, as Chief Executive Officer, determines what issues are brought before the Board for a vote, and what issues are brought before the Membership for a vote, but any three Board members speaking in unison on a matter may also make this determination.
Except as otherwise expressly provided by law, by the Articles of Incorporation, or by these Bylaws, he or she shall, in the name of the corporation, execute such deeds, mortgages, bonds, contracts, checks, or other instruments which may from time to time be authorized by the Board of Directors. In these matters the President is required to receive permission from the Board, meeting in full with a quorum approving the action, before any such signing of legal papers occurs. Lacking this Board approval, such signatures have no legal bearing and are null and void.
A backup to the President of Troubled Times, Inc. is inherent in the office of Vice President.
Should the office of Vice President be vacant, the quorum of the board will perform this function. Should the President be unable to perform his duties and the office of Vice President be vacant, an emergency board meeting will be called with an interim President appointed by the board and a special election called after 30 days when it is clear that the absence of the President will continue for more than 30 days. Lacking an appointed interim President, the Board of Directors will be authorized to sign as the President in his stead, but will not be authorized to assume the office of President in issuing public announcements or in correspondence.
In the absence of the President, or in the event of his or her inability or refusal to act, the Vice President shall perform all the duties of the President, and when so acting shall have all the powers of, and be subject to all the restrictions on, the President. The Vice President shall have other powers and perform such other duties as may be prescribed by law, by the Articles of Incorporation, or by these Bylaws, or as may be prescribed by the Board of Directors.
The Treasurer of Troubled Times, Inc. shall:
(a) have charge and custody of, and be responsible for, all 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;
(b) receive, and give receipt for, moneys due and payable to the corporation from any source whatsoever;
(c) disburse, or cause to be disbursed, the funds of the corporation as may be directed by the Board of Directors, taking proper vouchers for such disbursements;
(d) keep and maintain adequate and correct accounts of the corporation's properties and business transactions, including accounts of its assets, liabilities, receipts, disbursements, gains and losses;
(e) exhibit at all reasonable times the books of account and financial records to any director of the corporation, or to his or her agent or attorney, on request therefor;
(f) render to the President and directors, whenever requested, an account of any or all of his or her transactions as Treasurer and of the financial condition of the corporation;
(g) prepare, or cause to be prepared, and certify, or cause to be certified, the financial statements to be included in any required reports or tax forms;
(h) oversees disbursements of grant funds which have been attained under the auspices of Troubled Times, Inc.;
(i) establish an individual account for each such grant, and a record of all outlays maintained, with periodic reporting compiled in accordance with legal requirements or any special reporting requirements the grantor may have stipulated;
(j) prepare a quarterly Financial Statement for the Board, and prior to this pay all valid outstanding vouchers or bills and deposit all outstanding checks by the end of said quarter;
(k) in general, perform all duties incident to the office of Treasurer and such other duties as may be required by law, by the Articles of Incorporation of the corporation, or by these Bylaws, or which may be assigned to him or her from time to time by the Board of Directors.
A backup to the Treasurer of Troubled Times, Inc. will be established such that a complete copy of the books will be sent to the Internal Audit team weekly. This copy can be relayed by whatever means convenient, whether on printed paper mailed or faxed, electronically as a delimited text file suitable for Excel or other spreadsheet applications, or as a specialized accounting file suitable only for a specific computer application. Should the Treasurer be unable to perform his duties, an emergency board meeting will be called with an interim Treasurer appointed by the board and a special election called after 30 days when it is clear that the absence of the Treasurer will continue for more than 30 days. Lacking an appointed interim Treasurer, the President will be authorized to sign as the Treasurer in his stead, but will not be authorized to disburse funds.
The Secretary of Troubled Times, Inc. shall:
(a) certify and keep at the principal office of the corporation the original, or a copy of these Bylaws as amended or otherwise altered to date;
(b) keep at the principal office of the corporation or at such other place as the board may determine, a book of Minutes of all meetings of the directors, and, if applicable, meetings of committees of directors and of members, recording therein the time and place of holding, whether regular or special, how called, how notice thereof was given, the names of those present or represented at the meeting, and the proceedings thereof;
(c) see that all notices are duly given in accordance with the provisions of these Bylaws or as required by law;
(d) be custodian of the records and of the Seal of the corporation and see that the Seal is affixed to all duly executed documents, the execution of which on behalf of the corporation under its Seal is authorized by law or these Bylaws;
(e) keep at the principal office of the corporation a Membership Book containing the name and e-mail address of each and any members, and, in the case where any membership has been terminated, he or she shall record such fact in the membership book together with the date on which such membership ceased;
(f) exhibit at all reasonable times to any director of the corporation, or to his or her agent or attorney, on request therefor, the Bylaws, the membership book, and the minutes of the proceedings of the directors of the corporation;
(g) require an accounting from the Secretary Proxy, holding the records of the corporation in a lockbox on US soil, of the current contents of said lockbox;
(h) in general, perform all duties incident to the office of Secretary and such other duties as may be required by law, by the Articles of Incorporation of this corporation, or by these Bylaws, or which may be assigned to him or her from time to time by the Board of Directors.
If the Headquarters of Troubled Times, Inc. is not on US soil, the Secretary will keep the original records retained in a Lockbox within the continental United States, with a complete copy of such records in the hands of each officer. If the Secretary likewise is not resident on US soil, then a Secretary Proxy located on US soil shall keep the Lockbox. The Secretary will then select, and the board approve, an elected board member to secure such Lockbox, and both the Secretary and this board member will have access to the Lockbox. Should the Secretary be unable to perform his duties, an emergency board meeting will be called with an interim Secretary appointed by the board and a special election called after 30 days when it is clear that the absence of the Secretary will continue for more than 30 days. Lacking an appointed interim Secretary, the President will be authorized to sign as the Secretary in his stead, but will not be authorized to have access to the original records.