Bylaws of the Holistic Health & Wellness Education Program
(Articles of Incorporation)
Article I - Name
Article II - Purposes & Powers
The Holistic Health & Wellness education program is a non-profit corporation and shall be operated exclusively for educational and charitable purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code of 1986, or the corresponding action of any future Federal Tax Code.
The Holistic Health & Wellness Program’s purpose is to educate individuals in communities on health and wellness practices and assist in developing self-care practices and improve health outcomes in various community settings in Colorado.
The Holistic Health & Wellness Education Program provides education by providing free lectures, demonstrations, and informational handouts in Senior Living Communities, High Schools, and other areas in need.
The Holistic Health & Wellness Education Program provides internship experience in educational and community settings by allowing interns to participate in and lead some lectures and demonstrations.
To maximize the impact of our current efforts, the program may seek to collaborate with other non-profit corporations which fall under the 501(c)(3) sections of the Internal Revenue Code and are operated exclusively for educational and charitable purposes.
To increase program exposure, expansion, and support the program will provide web-based social media and website advertisement, as well as provide presentations at new venues, locations, or communities.
The Holistic Health & Wellness Education Program shall have the power, directly and indirectly, alone or in conjunction or cooperation with others, to do any and all lawful acts that may be necessary or convenient to affect the educational and charitable purposes, for which the program is organized, and to aid or assist other organizations or persons whose activities further accomplish, foster, or attain such purposes.
The powers of the program may include, but not limited to, the acceptance of contributions from the public and private sectors, whether in-kind or financial contributions.
2.03 Non-Profit Status & Exempt Activities Limitation
The Holistic Health & Wellness Education Program is a Colorado based non-profit public benefit corporation, recognized as tax exempt under section 501(c)(3) of the United States Internal Revenue Code of 1986.
Not withstanding any other provision of these Bylaws, no director, officer, employee, member, or representative of this corporation shall take any action or carry on any activity by or on behalf of the corporation not permitted to be taken or carried on by an organization except under Section 501(c)(3) of the Internal Revenue Code as it now exists or may be amended, or by any organization contributions to which are deductible under Section 170(c)(2) of such code and regulations as it now exists or may be amended.
No part of the net earnings of the corporation shall inure to the benefit or be distributable to any director, officer, member, or other private person, except that the corporation shall be authorized and empowered to pay reasonable compensation for services rendered ad to make payments and distributions in furtherance of the purposes set forth in the Articles of Incorporation and these Bylaws.
Upon termination or dissolution of the Holistic Health & Wellness Education Program, any assets lawfully available for distribution shall be distributed to one (1) or more qualifying organizations described in Section 501(c)(3) of the 1986 Internal Revenue Code (or described in any corresponding provision of any successor statute) which organization or organizations that have a charitable purpose which, at least generally, includes a purpose similar to the terminating or dissolving corporation.
The organization to receive the assets of the Holistic Health & Wellness Education Program hereunder shall be selected in the discretion of a majority of the managing body of the corporation, and if it’s members cannot agree, then the recipient organization shall be selected pursuant to a verified petition in equity filed in a court of proper jurisdiction against the Holistic Health & Wellness Education Program, by one (1) or more of its managing body which verified petition shall contain such statements as reasonably indicate the applicability of this section. The court upon finding that this section is applicable shall select the qualifying organization or organizations to receive the assets to be distributed, giving preference to practicable organizations located in the State of Colorado.
In the event the court shall find that this section is applicable but that there is no qualifying organization known to it which has a charitable purpose, which, at least generally, includes a purpose similar to the Holistic Health & Wellness Education Program then the court shall direct the distribution of its assets lawfully available for distribution to the Treasurer of the State of Colorado to be added to the general fund.
All intellectual property created for the programs instruction to the community including the written curriculum and corresponding handouts and presentations will remain under the property of its creator and the programs Executive Director, Jennifer Lawson, upon dissolution of the corporation. Unless otherwise not permitted by the laws or court findings in proceedings concerning intellectual property.
Article III - Membership
3.01 No Membership Classes
The Holistic Health & Wellness Education Program shall have no members who have any right to vote or title or interest in or to the corporation, its properties, and franchises.
3.02 Non-Voting Affiliates
The Board of Directors may approve classes of non-voting affiliates with rights, privileges, and obligations established by the board. Affiliates may be individuals, businesses, and other organizations that seek to support the mission of the corporation. The Board, a designated committee of the board, or any duly elected officer in accordance with board policy, shall have authority to admit any individual or organization as an affiliate, to recognize representatives of affiliates, and to make determinations of affiliates’ rights, privileges, and obligations. At no time shall affiliate information be shared with or sold to other organizations or groups without the affiliate’s consent. At the discretion of the Board of Directors, affiliates may be given endorsement, recognition, and media coverage at funding activities, clinics, other events, or at the corporation website. Affiliates have no voting rights and are not members of the corporation.
Any dues, if need is determined, for affiliates shall be determined by the Board of Directors.
Article IV - Board of Directors
4.01 Number of Directors
The Holistic Health & Wellness Education Program shall have a Board of Directors consisting of at least two (2) and no more than twelve (12) directors. Within these limits the board may increase or decrease the number of directors serving on the board, including for the purpose of staggering terms of directors.
All corporate powers shall be exercised by or under the authority of the board and the affairs of the Holistic Health & Wellness Education Program shall be managed under the direction of the board, except as otherwise provided by law.
4.04 Qualifications & Elections of Directors
In order to be eligible to serve as a director on the board of directors, the individual must be twenty-one (21) years of age and an affiliate within the affiliate classifications created by the Board of Directors. Directors may be elected at any board meeting by the majority vote of the existing Board of Directors. The election of directors to replace those who have fulfilled their term of office shall take place in January of the year that their term ends.
The Board of Directors may fill vacancies due to the expiration of a director’s term of office, resignation, death, or removal of a director, or may appoint new directors to fill a previously unfilled board position, subject to the maximum number of directors under these Bylaws.
Vacancies in the Board of Directors due to resignation, death, or removal shall be filled by the board for the balance of the term of the director being replaced.
4.06 Removal of Directors
A director may be removed by three-fourths (3/4) vote of the Board of Directors then in office, if:
Board of Directors Meetings
The Board of Directors shall have a minimum of four (4) regular meetings each calendar year at times and places determined and fixed by the board. Board meetings shall be held upon fourteen (14) days notice by first-class mail, electronic mail, or facsimile transmission and reminders of the meeting will be sent out by the previously described methods, or by telephone call or voicemail message, forty-eight (48) hours prior to the scheduled meeting.
Special meetings of the board may be called by the Executive Director, President, Vice President, Treasurer, or Secretary of the Board of Directors. A special meeting must be preceded by at least fourteen (14) days notice, by the previously described methods, to each director of the purpose, date, time, and place of the meeting.
Director Contact Information
In order to ensure timely contact with and notification of meetings to directors, director contact information must be updated immediately upon any changes that occur to contact information. It is the directors responsibility to ensure the board is notified immediately of any changes that occur.
Manner of Acting
A majority of the directors in office immediately before a meeting shall constitute a quorum for the transaction of business at the meeting of the board. No business shall be considered by the board at any meeting at which a quorum is not present.
Except as otherwise required by law or by the Articles of Incorporation, the act of the majority of the directors present at a meeting at which a quorum is present shall be the act of the board.
Hung Board Decisions
On the occasion that directors of the board are unable to make a decision based on a tied number of votes, the president or treasurer in order of presence, shall have the power to swing the vote based on his or her discretion.
Except as required otherwise by law, the Articles of Incorporation, or these Bylaws, directors may participate in regular or special meetings through the use of any means of communication by which all directors participating may simultaneously hear each other during the meeting, including in person, internet video meeting, or by telephonic conference call.
Compensation for Board Service
Directors shall receive no compensation for carrying out their duties as directors. The board may adopt policies providing for reasonable reimbursement of directors for expenses incurred in conjunction with carrying out board responsibilities, such as travel or daycare expenses to attend board meetings.
Compensation for Professional Services by Directors
Directors are not restricted from being remunerated for professional services provided to the corporation. Such remuneration shall be reasonable and fair to the corporation and must be reviewed and approved in accordance with the board Conflict of Interest policy and State law.
Article V - Committees
The Board of Directors may, by resolution adopted by the majority of the directors then in office, designate one (1) or more committees, each consisting of two (2) or more directors, to serve at the pleasure of the board. Any committee, to the extent provided in the resolution of the board, shall have all authority of the board, except that no committee, regardless of board resolution, may:
5.02 Meetings & Actions of Committees
Meetings and actions of the committees shall be governed by, held, and taken in accordance with, the provisions of Article IV of the Bylaws concerning meeting of the directors, with such changes in the context of these Bylaws as are necessary to substitute the committee and its members for the Board of Directors and its members, except that the time for regular meetings of committees may be determined either by resolution of the Board of Directors or by resolution of the committee. Special meetings of the committee may also be called by resolution of the Board of Directors. Notice of special meetings of committees shall also be given to any and all alternate members, who shall have the right to attend all meetings of the committee. Minutes shall be kept of each meeting of any committee and shall be filed with the corporate records. The Board of Directors may adopt rules for the governing of the committee not inconsistent with the provisions of these Bylaws.
5.03 Informal Action by Board of Directors
Any action required or permitted to be taken by the Board of Directors at a meeting may be taken without a meeting if consent in writing, setting forth the action so taken, shall be agreed upon by the consensus of the quorum. For the purposes of this section an electronic mail transmission from an electronic mail address on record constitutes a valid writing. The intent of this provision is to allow the Board of Directors to use email to approve actions, as long as a quorum of board members gives consent.
Article VI - Officers
6.01 Board Officers
The officers of the corporation may include a board President, Vice President, Secretary, and Treasurer, all of whom are chosen by, and serve at the pleasure of, the Board of Directors. Each board officer shall have the authority and shall perform the duties set forth in these Bylaws or by resolution of the board or by direction of an officer authorized by the board to prescribe the duties and authority of other officers. The board may also appoint additional Vice Presidents and such other officers as it deems expedient for the proper conduct of business of the corporation, each of whom shall have such authority and shall perform such duties as the Board of Directors may determine. One person may hold two (2) or more board offices, but no board officer may act in more than one capacity where action of two (2) or more officers is required.
6.02 Term of Office
Each officer shall serve a two (2) year term of office and may serve as many consecutive terms as the individual would like as long as approved and voted for by other directors. Each board officer’s term of office shall begin upon the adjournment of the board meeting at which elected and shall end upon adjournment of the board meeting at which a successor is elected.
6.03 Removal & Resignation
The Board of Directors may remove an officer at any time, with or without cause. Any officer may resign at any time by giving written notice to the corporation without prejudice to the rights, if any, of the corporation under any contract which the officer is a party. Any resignation shall take effect on the date of the receipt of the notice or at any later time specified in the notice. The acceptance of the resignation shall not be necessary to make it effective.
6.04 Board President
The board president shall be the chief volunteer officer of the corporation. The board president shall lead the Board of Directors in performing its duties and responsibilities, including, if present, presiding at all meetings of the board of Directors, and shall perform all other duties incident to the office or properly required by the Board of Directors.
6.05 Vice President
In the absence or disability of the board President, the ranking Vice President or Vice President designated by the Board of Directors shall perform the duties of the board President. When so acting the Vice President shall have all of the powers of and be subject to all the restrictions upon the board President. The Vice President shall have such other powers and perform such other duties prescribed for them by the Board of Directors or the board President. The Vice President shall normally accede to the office of the board President upon the completion of the President’s term of office.
6.06 Non-Director Officers
The Board of Directors may designate additional officer positions of the corporation and may appoint and assign duties to other non-director officers of the corporation.
Article VII - Contracts, Checks, Loan, Indemnification & Related Matters
7.01 Contracts & Other Writings
Except as otherwise provided by resolution of the board or board policy, all contracts, deeds, leases, mortgages, grants, and other agreements of the corporation shall be executed on its behalf by the Treasurer or other person to whom the corporation has delegated authority to execute such documents in accordance with policies approved by the board.
7.02 Checks & Drafts
All checks, drafts, or other orders for payment of money, notes, or other evidence 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 a manner as shall from time to time be determined by resolution of the board.
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 depository as the board or designated committee of the board may select.
No loan shall be contracted on behalf of the corporation and no evidence of indebtedness shall be issued in its name unless authorized by resolution of the board. Such authority may be general or confined to specific instances.
a) Mandatory Indemnification
The corporation shall indemnify a director or former director, who was wholly successful, on the merits or otherwise, in the defense of any proceedings to which he or she was a party because he or she is or was a director of the corporation against reasonable expenses incurred by him or her in connection with the proceedings.
b) Permissible Indemnification
The corporation shall indemnify a director or former director made a party to a proceeding because he or she is or was a director of the corporation, against liability incurred in the proceeding, if the determination to indemnify him or her has been made in the manner prescribed by the law and the payment has been authorized in the manner prescribed by law.
Advance for Expenses
Expenses incurred in defending a civil or criminal action, suit or proceeding may be paid by the corporation in advance of the final disposition of such action, suit or proceeding, as authorized by the Board of Directors in the specific case, upon receipt of:
Indemnification of Officers, Agents, & Employees
An officer of the corporation who is not a director is entitled to mandatory indemnification under this article to the same extent as the director. The corporation may also indemnify and advance expenses to an employee or agent of the corporation who is not a director, consistent with Colorado law and public policy, provided that such indemnification, and the scope of such indemnification, is set forth by the general or specific action of the board or by contract.
Article VIII - Miscellaneous
8.01 Books & Records
The corporation shall keep correct and complete books and records of accounts and shall keep minutes of the proceedings of all meetings of its Board of Directors, a record of all actions taken by the Board of Directors without a meeting, and a record of all actions taken by committees of the board. In addition, the corporation shall keep a copy of the corporation’s Articles of Incorporation and Bylaws as amended to date.
8.02 Fiscal Year
The fiscal year of the corporation shall be from January 1st to December 31st of each year.
8.03 Conflict of Interest
The board shall adopt and periodically review a Conflict of Interest policy to protect the corporation’s interest when it is contemplating any transaction or arrangement that may benefit any director, officer, employee, affiliate, or member of a committee with board-delegated powers.
8.04 Nondiscrimination Policy
The officers, directors, committee members, employees, and persons served by this corporation shall be selected entirely on nondiscriminatory basis with respect to age, sex, gender, race, creed, ancestry, marital status, religion, spiritual belief, national origin, physical disability, veteran’s status, political service or affiliation, color, and sexual orientation.
8.05 Bylaw Amendment
These Bylaws may be amended, altered, repealed, or restated by a vote of a majority of the Board of Directors then in office at a meeting of the board, provided, however,
Article IX - Counterterrorism & Due Diligence Policy
In the furtherance of its exemption by contributions to other organizations, domestic or foreign, the Holistic Health & Wellness education Program shall stipulate how the funds will be used and shall require the recipient to provide the corporation with written detailed records and financial proof of how the funds were utilized. Although adherence and compliance with the United States Department of the Treasury’s publication the “Voluntary Best Practice for US Based Charities” is not mandatory, the Holistic Health & Wellness Education Program willfully and voluntarily recognizes and puts to practice these guidelines and suggestions to reduce, develop, re-evaluate, and strengthen a risk-based approach to guard against the threat of diversion of charitable funds or exploitation of charitable activity by terrorist organizations and their support networks.
The Holistic Health & Wellness Education Program shall also comply and put into practice the Federal guidelines, suggestions, laws, and limitations set forth by pre-existing United States legal requirements related to combating terrorist financing, which include, but are not limited to, various sanctioned programs administered by the Office of Foreign Assets Control (OFAC) in regard to its foreign activities.
Article X - Document Retention Policy
The purpose of this document retention policy is establishing standards for document integrity, retention, and destruction and to promote the proper treatment of the Holistic Health & Wellness Education Program’s records.
Section I: General Guidelines
Records should no longer be kept if they are no longer needed for the operation of the business or required by law. Unnecessary records should be eliminated from the files. The cost of maintaining records is an expense that can grow unreasonably if good housekeeping is not performed. A mass of records makes it more difficult to find pertinent records.
From time to time, the Holistic Health & Wellness Education Program may establish retention or destruction policies or schedules for specific categories of records in order to ensure legal compliance, and also to accomplish other objectives, such as preserving intellectual property and cost management. Several categories of documents that warrant special consideration are identified below. While minimum retention periods are established, the retention of documents identified below and of documents not included in identified categories should be determined primarily by the application of general guidelines affecting document retention, as well as the exception for litigation relevant documents and any other pertinent factors.
Section II: Exception for Litigation Relevant Documents
The Holistic Health & Wellness Education Program expects all officers, directors, agents, committee members, volunteers, and employees to comply fully with any published records retention or destruction policies and schedules, provided that all officers, directors, agents, committee members, volunteers, and employees should note the following general exception to any stated destruction schedule:
If you believe, or the Holistic Health & Wellness Education Program informs you, that corporate records are relevant to litigation, or potential litigation (ie- dispute that could result in litigation), then you must preserve those records until it is determined that the records are no longer needed. The exception supersedes any previously or subsequently established destruction schedule for those records.
Section III: Minimum Retention Periods for Specific Categories
Corporate records include the corporations Articles of Incorporation, Bylaws, IRS form 1023, and Application for exemption. Corporate records should be retained permanently. IRS regulations require that form 1023 be available for public inspection upon request.
Tax records include, but may not be limited to, documents concerning payroll, expenses, proof of contributions made by donors, accounting procedures, and other documents concerning the corporation’s revenues. Tax records shall be retained for at least seven (7) years from the date of filing the applicable return.
Employment & Personnel Records
State and Federal statutes require the corporation to keep certain recruitment, employment, and personnel information. The corporation shall also keep personnel files that reflect performance reviews and any complaints brought against the corporation or individual employees under applicable Federal and State statutes. The corporation shall also keep in the employee’s personnel file all final memoranda and correspondence reflecting performance permanently. Other employment and personal records shall be retained for seven (7) years.
Board & Board Committee Materials
Meeting minutes should be retained in perpetuity in the corporation’s minute book. A clean copy of all other board and board committee materials shall be kept for no less than three (3) years by the corporation.
Press Releases & Public Filings
The corporation shall retain permanent copies of all press releases and publicly filed documents under the theory that the corporation should have its own copy to test the accuracy of any document a member of the public can theoretically produce against the corporation.
Legal counsel shall be consulted to determine the retention period of particular documents, but legal documents shall be maintained for a period of ten (10) years.
Marketing & Sales Documents
The corporation shall keep final copies of marketing and sales documents for a minimum of seven (7) years. These documents include sales invoices, contracts, leases, licenses, and other legal documentation.
Development, Intellectual Property, & Trade Secrets
Development documents are often subject to intellectual property protection in their final form (for example, patents and copyrights). These documents detailing the development process are often also of value to the corporation and are protected as a trade secret where the corporation:
The corporation shall keep all documents designed as containing trade secret information for at least the life of the trade secret.
Final execution copies of all contracts entered into by the corporation shall be retained for at least three (3) years beyond the life of the agreement, and ten (10) years beyond the life of the agreement for publicly filed contracts.
Unless correspondence falls under another category listed elsewhere in this policy correspondence shall be generally retained for a minimum of three (3) years.
Banking & Accounting
Accounts payable ledgers and schedules shall be kept for seven (7) years. Bank reconciliations, bank statements, deposit slips, and checks (unless for important payments and purchases) shall be kept for a minimum of three (3) years. Any inventories of products, materials, and supplies and any invoices shall be kept for seven (7) years.
Expired insurance policies, insurance records, accident reports, claims and etcetera, shall be kept permanently.
External audit reports shall be kept permanently.
Internal audit reports shall be kept for a minimum of three (3) years.
Section 4: Electronic Mail
Email that needs to be saved shall be either:
Retention period depends upon the subject matter of the e-mail, as covered elsewhere in this policy.
Article XI - Transparency & Accountability
Disclosure of Financial Information with the General Public
By making full and accurate information about its mission, activities, finances, and governance publicly available; the Holistic Health & Wellness Education Program practices and encourages transparency and accountability to the general public. This policy will:
Details of the policy are as follows:
11.02 Financial & IRS Documents (Forms 1023 and 990)
The Holistic Health & Wellness Education Program shall provide its Internal Revenue forms 990, 990-T, 1023, and 5227, Bylaws, Conflict of Interest policy, and financial statements to the general public for inspection free of charge.
11.03 Means & Conditions of Disclosure
The Holistic Health & Wellness Education Program shall make “widely available” the aforementioned documents on its internet website: http://www.hhwep.org to be viewed and inspected by the general public.
11.04 IRS Annual Information Returns (Form 990)
The Holistic Health & Wellness Education Program shall submit the form 990 to its Board of Directors prior to filing of the form 990. While neither approval of the form 990 or a review of the form 990 is required under Federal law, the corporation’s form 990 shall be submitted to each member of the Board of Director’s via hard copy or email at least ten (10) days before the form 990 is filed with the IRS.
11.06 Staff Records
11.07 Donor Records
Article XII - Code of Ethics & Whistleblower Policy
The Holistic Health & Wellness Education Program requires and encourages directors, officers, and employees to observe and practice high standards of business and personal ethics in the conduct of their duties and responsibilities. The employees and representatives of the corporation are expected to practice honesty and integrity in fulfilling their responsibilities and comply with all applicable laws and regulations. It is the intent of the Holistic Health & Wellness Education Program to adhere to all laws and regulations that apply to the corporation and underlying purpose of this policy is to support the corporation’s goal of legal compliance. The support of all corporate staff is necessary to achieving compliance with various laws and regulations.
12.02 Reporting Violations
If any director, officer, staff, or employee reasonably believes that some policy, practice, or activity of the Holistic Health & Wellness Education Program is in violation of the law, a written complaint must be filed by that person with the President or Vice President of the board.
12.03 Acting in Good Faith
Anyone filing a complaint concerning a violation or suspected violation of the Code must be acting in good faith and have reasonable grounds for believing the information disclosed indicates a violation of the Code. Any allegations that prove not to be substantiated and which prove to have been made maliciously or knowingly to be false shall be viewed as a serious disciplinary offense.
Violations or suspected violations may be submitted on a confidential basis by the complainant or may be submitted anonymously. Reports of violations or suspected violations shall be kept confidential to the extent possible, consistent with the need to conduct an adequate investigation.
12.06 Handling of Reported Violations
The board President or Vice President shall notify the sender and acknowledge receipt of the reported violation or suspected violation within five (5) business days. All reports shall be promptly investigated by the board and its appointed committee and appropriate corrective action shall be taken if warranted by the investigation. This policy shall be made available to all directors, officers, staff, or employees and they shall have the opportunity to ask questions about the policy.
Article XIII - Amendment of Articles of Incorporation
Any amendment to the Articles of Incorporation may be adopted by approval of three-fourths (3/4) of the Board of Directors.